SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 28, 2002 McMoRan Exploration Co. Delaware 001-07791 72-1424200 (State or other (Commission (IRS Employer jurisdiction of File Number) Identification incorporation or Number) organization) 1615 Poydras Street New Orleans, Louisiana 70112 Registrant's telephone number, including area code: (504) 582-4000 Item 5. Other Events and Regulation FD Disclosures McMoRan Exploration Co. today announced that its oil and gas exploration and development subsidiary, McMoRan Oil & Gas LLC, has signed a definitive agreement to sell three of its oil and gas properties to a third party for $60 million. McMoRan will use the proceeds from this transaction to repay outstanding borrowings under its oil and gas bank credit facility, which totaled $50.7 million as of January 25, 2002, and for other general corporate purposes. In connection with the transaction closing, expected in February 2002, McMoRan Oil & Gas LLC will terminate its existing bank credit facility and is pursuing new financing arrangements. Under terms of the transaction, McMoRan will assign to the third party its 47.5 percent working interest (WI) and 34.2 percent net revenue interest (NRI) in Vermilion Block 196 (Lombardi), its 71.3 percent WI and 51.3 percent NRI in Main Pass Blocks 86/97 (Shiner) and 80 percent of its 61.8 percent WI and 43.5 percent NRI in Ship Shoal Block 296 (Raptor). McMoRan will retain its interests in exploratory prospects lying 100 feet below the stratigraphic equivalent of the deepest currently producing interval at both Lombardi and Raptor. The properties are being sold subject to a reversionary interest after "payout," which would occur at the point at which the purchaser receives aggregate cumulative revenues from the properties of $60 million plus an agreed upon rate of return. After payout, 75 percent of the interests sold would revert to McMoRan. The transaction will be effective January 1, 2002. Following the transaction, McMoRan estimates its average net daily production not attributed to the properties sold will approximate 30 million cubic feet of natural gas equivalent during the first quarter of 2002. In addition, McMoRan estimates its average net daily production to approximate 3,000 barrels of oil from Main Pass 299. McMoRan will continue its active deep gas exploration program in the shallow waters on the shelf of the Gulf of Mexico, where it holds approximately 500,000 gross acres of offshore exploration leases. SIGNATURE ------------------ Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. McMoRan Exploration Co. By: /s/ C. Donald Whitmire, Jr. ------------------------------ C. Donald Whitmire, Jr. Vice President & Controller- Financial Reporting (authorized signatory and Principal Accounting Officer) Date: January 29, 2002