SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended March 31, 1997
Commission File Number: 1-8124
Freeport-McMoRan Inc.
Incorporated in Delaware 13-3051048
(IRS Employer Identification No.)
1615 Poydras Street, New Orleans, Louisiana 70112
Registrant's telephone number, including area code:(504) 582-4000
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days. Yes X No
On March 31, 1997, there were issued and outstanding 23,677,807 shares
of the registrant's Common Stock, par value $0.01 per share.
1
FREEPORT-McMoRan INC.
TABLE OF CONTENTS
Page
Part I. Financial Information
Financial Statements:
Condensed Balance Sheets 3
Statements of Income 4
Statements of Cash Flow 5
Notes to Financial Statements 6
Remarks 6
Report of Independent Public Accountants 7
Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
Part II. Other Information 12
Signature 13
Exhibit Index E-1
2
FREEPORT-McMoRan INC.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
FREEPORT-McMoRan INC.
CONDENSED BALANCE SHEETS
(Unaudited)
March 31, December 31,
1997 1996
---------- ----------
(In Thousands)
ASSETS
Current assets:
Cash and cash equivalents $ 5,320 $ 19,977
Accounts receivable 74,704 71,795
Inventories 159,238 141,158
Prepaid expenses and other 3,710 5,065
---------- ----------
Total current assets 242,972 237,995
Property, plant and equipment, net 946,259 964,787
Other assets 54,543 48,641
---------- ----------
Total assets $1,243,774 $1,251,423
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and accrued
liabilities $ 158,215 $ 168,557
Long-term debt, less current portion 475,873 441,030
Accrued postretirement benefits
and pension costs 182,241 182,832
Reclamation and mine shutdown
reserves 110,039 106,374
Other liabilities and deferred
credits 72,837 84,247
Minority interest 167,421 174,081
Stockholders' equity 77,148 94,302
---------- ----------
Total liabilities and
stockholders' equity $1,243,774 $1,251,423
========== ==========
The accompanying notes are an integral part of these financial
statements.
3
FREEPORT-McMoRan INC.
STATEMENTS OF INCOME (Unaudited)
Three Months Ended
March 31,
------------------------
1997 1996
---------- ----------
(In Thousands,
Except Per Share Amounts)
Revenues $ 211,872 $ 256,827
Cost of sales:
Production and delivery 146,598 169,948
Depreciation and amortization 9,400 11,422
---------- ----------
Total cost of sales 155,998 181,370
Gain on IMC-Agrico investment - (11,917)
Exploration expenses 6,222 -
General and administrative expenses 13,858 17,635
---------- ----------
Total costs and expenses 176,078 187,088
---------- ----------
Operating income 35,794 69,739
Interest expense, net (9,273) (8,025)
Other income (expense), net 24 748
---------- ----------
Income before minority interest
and income taxes 26,545 62,462
Minority interest in net income
of consolidated subsidiaries (23,388) (29,102)
Income tax provision (1,186) (12,135)
---------- ----------
Net income 1,971 21,225
Preferred dividends (1,096) (1,096)
---------- ----------
Net income applicable to
common stock $ 875 $ 20,129
========== ==========
Net income per share:
Primary $.04 $.73
==== ====
Fully diluted $.04 $.72
==== ====
Average common and common equivalent shares outstanding:
Primary 24,094 27,577
====== ======
Fully diluted 24,094 29,417
====== ======
Cash dividend per common share $.09 $.09
==== ====
The accompanying notes are an integral part of these financial
statements.
4
FREEPORT-McMoRan INC.
STATEMENTS OF CASH FLOW (Unaudited)
Three Months Ended
March 31,
--------------------------
1997 1996
---------- ----------
(In Thousands)
Cash flow from operating activities:
Net income $ 1,971 $ 21,225
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation and amortization 9,400 11,497
Gain on IMC-Agrico investment - (11,917)
Oil and gas exploration expenses 6,222 -
Deferred income taxes 196 9,135
Minority interest's share of net
income 23,388 29,102
Cash distributions from IMC-Agrico
in excess of interest in capital 12,341 11,777
Reclamation and mine shutdown
expenditures (5,042) (2,411)
(Increase) decrease in working
capital, net of effect of
distribution:
Accounts receivable (2,729) 21,907
Inventories (18,081) (15,389)
Prepaid expenses and other 1,356 1,941
Accounts payable and accrued
liabilities (7,186) (22,556)
Other (11,628) (1,490)
---------- ----------
Net cash provided by operating
activities 10,208 52,821
---------- ----------
Cash flow from investing activities:
Capital expenditures:
FRP (10,047) (7,501)
Other (488) (1,058)
Sale of assets - 4,000
---------- ----------
Net cash used in investing
activities (10,535) (4,559)
---------- ----------
Cash flow from financing activities:
Purchase of FTX common shares (16,090) (30,084)
Purchase of FRP units - (924)
Distributions paid to FRP public
unitholders (30,048) (31,337)
Proceeds from debt 92,802 25,100
Repayments of debt (57,959) (155,500)
Proceeds from sale of FRP 7%
Senior Notes - 147,831
Cash dividends paid:
Common stock (2,165) (2,400)
Preferred stock (1,096) (1,096)
Other 226 657
---------- ----------
Net cash used in financing
activities (14,330) (47,753)
---------- ----------
Net increase (decrease) in
cash and cash equivalents (14,657) 509
Cash and cash equivalents
at beginning of year 19,977 23,496
---------- ----------
Cash and cash equivalents at end
of period $ 5,320 $ 24,005
========== ==========
The accompanying notes are an integral part of these financial
statements.
5
FREEPORT-McMoRan INC.
NOTES TO FINANCIAL STATEMENTS
1. PARENT COMPANY BALANCE SHEET
The unaudited, unconsolidated condensed balance sheet of Freeport-
McMoRan Inc. (FTX) as of March 31, 1997 follows (in thousands):
Cash and cash equivalents $ 277
Other current assets 2,920
Property, plant and equipment, net 41,437
Investment in FRP 182,119
Other assets 7,868
----------
Total assets $ 234,621
==========
Accounts payable and accrued liabilities $ 24,894
Long-term debt 52,900
Other liabilities and deferred credits 79,679
Stockholders' equity 77,148
----------
Total liabilities and stockholders'
equity $ 234,621
==========
2. SRI LANKA PROJECT
In March 1997, FRP was reimbursed $2.9 million for previously incurred
expenses as a result of IMC-Agrico's participation in the potential
phosphate mine and upgrading project in Sri Lanka. This project would
be undertaken through a joint venture involving the Government of Sri
Lanka, IMC-Agrico and another party.
3. OIL AND GAS EXPLORATION AGREEMENT
In March 1997, Freeport-McMoRan Resource Partners, Limited Partnership
(FRP) entered into an agreement with McMoRan Oil & Gas Co. (MOXY), a
formerly owned affiliate of FTX, pursuant to which FRP will acquire an
interest in any of seven leases awarded on which MOXY was the high
bidder at the OCS Lease Sale 166 held in March 1997. The high bids
totaled $5.5 million. Awarding of the leases is subject to approval
by the Mineral Management Service, which is expected during the second
quarter of 1997. FRP will acquire a 50 percent working interest
ownership and will bear 60 percent of the associated acquisition and
exploration costs.
4. NORTH BAY JUNOP EXPLORATION CHARGE
In April 1997, FRP's 25 percent owned oil and gas exploration joint
venture with Phillips Petroleum Company and MOXY completed drilling of
its exploratory well on the North Bay Junop prospect, the second of
two high-risk, high-potential prospects which have been drilled within
the joint venture's project area in south Louisiana. The well reached
total depth but did not encounter commercial hydrocarbons in the
primary objective zones, resulting in a $6.2 million charge to
exploration expense.
5. EARNINGS PER SHARE
In February 1997, the Financial Accounting Standards Board issued
Statement No. 128 (FAS 128), _Earnings Per Share_, which simplifies
the computation of earnings per share. FAS 128 is effective for
financial statements issued for periods ending after December 15, 1997
and requires restatement for all prior period earnings per share data
presented. Basic earnings per share calculated in accordance with FAS
128 would have been $0.04 per share for the first quarter of 1997 and
$0.74 per share for the first quarter of 1996.
-----------------
Remarks
The information furnished herein should be read in conjunction with
FTX's financial statements contained in its 1996 Annual Report to
stockholders included in its Annual Report on Form 10-K.
The information furnished herein reflects all adjustments which are,
in the opinion of management, necessary for a fair statement of the
results for the periods. All such adjustments are, in the opinion of
management, of a normal recurring nature.
6
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors and Stockholders
of Freeport-McMoRan Inc.:
We have reviewed the accompanying condensed consolidated balance sheet
of Freeport-McMoRan Inc. (the Company), a Delaware Corporation, as of
March 31, 1997, and the related consolidated statements of operations
and cash flow for the three-month periods ended March 31, 1997 and
1996. These financial statements are the responsibility of the
Company's management. We did not review the interim financial
information of IMC-Agrico Company (the Joint Venture). The Company's
share of the Joint Venture constitutes 48 percent of consolidated
total assets as of March 31, 1997, and 80 percent and 81 percent of
the Company's consolidated total revenues for the periods ended March
31, 1997 and 1996, respectively. Those statements were reviewed by
other accountants whose report covering their review has been
furnished to us.
We conducted our review in accordance with standards established by
the American Institute of Certified Public Accountants. A review of
interim financial information consists principally of applying
analytical procedures to financial data and making inquiries of
persons responsible for financial and accounting matters. It is
substantially less in scope than an audit conducted in accordance with
generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such an opinion.
Based on our review and the report of other accountants, we are not
aware of any material modifications that should be made to the
financial statements referred to above for them to be in conformity
with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted
auditing standards, the balance sheet of Freeport-McMoRan Inc. as of
December 31, 1996, and the related statements of operations,
stockholders' equity and cash flow for the year then ended (not
presented herein), and in our report dated January 21, 1997, based on
our audit and the report of other auditors, we expressed an
unqualified opinion on those financial statements. In our opinion,
the information set forth in the accompanying condensed balance sheet
as of December 31, 1996, is fairly stated, in all material respects,
in relation to the balance sheet from which it has been derived.
ARTHUR ANDERSEN LLP
New Orleans, Louisiana
April 22, 1997
7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.
OVERVIEW
The business operations of Freeport-McMoRan Inc. (FTX) primarily
consist of its 51.6 percent ownership in Freeport-McMoRan Resource
Partners, Limited Partnership (FRP). FRP, through its subsidiaries
and joint venture operations, is one of the world's leading integrated
phosphate fertilizer producers. FRP is a joint venture partner in IMC-
Agrico Company, the world's largest and one of the lowest cost
producers, marketers and distributors of phosphate fertilizers. IMC-
Agrico's business also includes the mining and sale of phosphate rock
and the production, marketing and distribution of animal feed
ingredients. FRP's Main Pass sulphur mine, offshore Louisiana in the
Gulf of Mexico, and its Culberson mine in Texas also make FRP the
largest producer of Frasch sulphur in the world. Main Pass also
contains proved oil reserves that FRP produces and sells for the Main
Pass joint venture.
The combined sulphur, phosphate mining and fertilizer production
operations provide FRP with the competitive advantages of vertical
integration and operating efficiencies and reduce the sensitivity of
FRP's phosphate fertilizer costs to changes in raw material prices.
FRP also believes that the strategic location of IMC-Agrico's
fertilizer operations, both in Florida and on the Mississippi River,
provide it with a competitive advantage over other fertilizer
producers.
Management has been able to move forward on several growth
opportunities as follows:
* In March 1997, FRP, a significant consumer of natural gas in its
sulphur and fertilizer operations, entered into an agreement with
McMoRan Oil & Gas Co. (MOXY) pursuant to which FRP will acquire an
interest in any of seven leases awarded on which MOXY was the high
bidder at the OCS Lease Sale 166 held in March 1997. The high bids
totaled $5.5 million. Awarding of the leases is subject to approval
by the Mineral Management Service, which is expected during the second
quarter of 1997. FRP will acquire a 50 percent working interest
ownership and will bear 60 percent of the associated acquisition and
exploration costs. FRP will consider opportunities for further oil
and gas investments, including activities involving MOXY. These
future investments may be significant.
* In March 1997, FRP was reimbursed $2.9 million for previously
incurred expenses as a result of IMC-Agrico's participation in the
potential phosphate mine and upgrading project in Sri Lanka. This
project would be undertaken through a joint venture involving the
Government of Sri Lanka, IMC-Agrico and another party. Because of the
strategic location of this project in close proximity to Asian
customers, it would have potentially favorable economic competitive
advantages. Project evaluation continues.
RESULTS OF OPERATIONS
First Quarter
------------------------
1997 1996
---------- ----------
(In Millions)
Revenues $ 211.9 $ 256.8
Operating income 35.8 69.7
Net income to common stock .9 20.1
FTX's operating results for the 1997 period were adversely affected by
lower average realizations on its phosphate fertilizer, phosphate rock
and sulphur sales, as well as reduced production and sales volumes for
phosphate fertilizer, phosphate rock and oil. The current quarter
also includes a $6.2 million charge for oil and gas exploration costs
and a $2.9 million credit for reimbursement of previously incurred
expenses as a result of IMC-Agrico's participation in a potential
phosphate mine and upgrading project in Sri Lanka. The 1996 period
included an $11.9 million gain from the increase in FRP's ownership of
IMC-Agrico and charges totaling $3.0 million for asset valuations at
IMC-Agrico.
Depreciation and amortization for the current quarter decreased
$2.0 million from the 1996 period amount. This reduction is
attributable primarily to a decline in unit-of-production depreciation
of $1.9 million from Main Pass oil operations and $0.4 million from
sulphur activities caused by lower volumes.
General and administrative expenses for the 1997 period declined
$3.8 million from the 1996 period amount. A majority of the decrease
related to lower stock appreciation rights costs.
8
Interest expense for the 1997 period approximated the year-ago
amount. Minority interest represents the FRP public unitholders' pro
rata share of FRP earnings, with the quarterly period including an
additional charge of $9.2 million in 1997 (versus a gain of $1.2
million in 1996) because FTX was not paid its proportionate share of
FRP distributions in connection with the final quarterly distribution
under the public FRP unitholders' preferential distribution priority.
To the extent that cumulative unpaid distributions are reduced in the
future, as discussed below, FTX will recognize a disproportionately
greater share of FRP's reported earnings. FTX's income tax provision
for 1997 decreased from the 1996 period amount, primarily resulting
from the decline in pretax, after-minority interest earnings.
Agricultural Minerals Operations FTX's agricultural minerals
operations, which include FRP's fertilizer and phosphate rock
operations (conducted through IMC-Agrico) and its sulphur business,
reported first-quarter 1997 operating income of $42.5 million on
revenues of $203.2 million compared with operating income of $76.2
million on revenues of $247.2 million for the 1996 period.
Significant items impacting operating income follow (in millions):
Agricultural minerals operating income -1996 $ 76.2
----------
Increases (decreases):
Sales volumes (18.8)
Realizations (24.4)
Other (0.8)
----------
Revenue variance (44.0)
Cost of sales 21.0 a
Gain on IMC-Agrico investment (11.9)
General and administrative 1.2
----------
(33.7)
----------
Agricultural minerals operating income -1997 $ 42.5
==========
a. Includes a reduction to depreciation of $7.1 million for the
first quarter of 1997 and 1996 caused by FRP's disproportionate
interest in IMC-Agrico cash distributions. The 1996 period also
includes $3.0 million of asset valuation charges from IMC-Agrico.
FRP's 1997 phosphate fertilizer sales volumes declined 11 percent
from the 1996 period. IMC-Agrico's realization for diammonium
phosphate (DAP), its principal fertilizer product, averaged 13 percent
lower than in the 1996 period (although the 1997 quarter was virtually
unchanged from the prior quarter) as the year-ago quarter benefited
from a tight supply/demand situation. Domestic shipments during the
first quarter of 1997 were hampered by unfavorable planting and
shipping conditions caused by the unusually wet conditions in the
Midwest. Export shipments fell marginally despite IMC-Agrico's
shipping significant tonnage to China under a recently negotiated two-
year sales agreement. IMC-Agrico resumed full production at its New
Wales, Florida facility in April 1997 in response to strengthening
demand associated with the domestic spring season and recently
announced new international sales. Expectations for higher corn and
soybean acreage this spring, coupled with rising commodity prices,
bode well for increased domestic phosphate fertilizer sales in the
second quarter. Unit production costs for DAP declined approximately
5 percent from the year-ago quarter as a result of reduced phosphate
rock, sulphur and processing costs. Unit costs for the near term will
benefit from a decline in ammonia prices which occurred during the
first quarter of 1997; ammonia prices show indications of further
weakness in the Gulf Coast region.
The long-term outlook for the phosphate fertilizer industry
remains very positive. Increasing world population and improving
diets in developing countries, combined with historically low grain
stocks, necessitate greater agricultural output, which will require
higher fertilizer use. Strong demand growth projected in Asia and
Latin America is expected to require additional supplies beyond the
global industry's current production capability. Additionally, FRP
believes higher prices and operating margins are required before new
major phosphate projects are initiated. However, weather and
government policies will continue to cause annual fluctuations in the
overall agricultural and fertilizer supply and demand situation, as
witnessed over the past year.
FRP's 1997 phosphate rock sales volumes declined 16 percent from
the 1996 period level, with IMC-Agrico continuing to limit third party
sales in order to maximize the long-term value of its reserves through
internal use. This strategy is expected to result in lower sales
volumes of phosphate rock for
9
1997. Reduced sales volumes and lower
realizations contributed to decreased earnings from phosphate rock
operations.
Sulphur sales volumes in the current quarter were virtually
unchanged from the 1996 period. FRP has operated its Main Pass and
Culberson mines at reduced rates since March 1996 in response to lower
domestic sulphur sales to U.S. phosphate fertilizer producers.
Current quarter sulphur market prices were lower than in the year-ago
period, although up slightly from the fourth quarter of 1996. Sulphur
prices continued to strengthen in the second quarter of 1997. FRP's
future sulphur sales volumes and realizations will continue to depend
on the level of demand from the domestic phosphate fertilizer industry
and the availability of competing supplies from recovered sources
Since FRP's sulphur consumption approximates its production, a change
in the market price of sulphur does not have a significant effect on
earnings. FRP continues to evaluate its sulphur business strategy in
light of the current sulphur market, including the possibility of
reducing its overall production levels.
First Quarter
------------------------
1997 1996
---------- ----------
Phosphate fertilizers -primarily DAP
Sales (short tons) 699,500 790,000
Average realized price a
All phosphate fertilizers $174.30 $197.08
DAP 178.21 205.56
Phosphate rock
Sales (short tons) 633,200 751,800
Average realized price a $23.64 $26.28
Sulphur
Sales (long tons) b 738,000 738,100
a. Represents average realization f.o.b. plant/mine.
b. Includes internal consumption of 197,700 tons and 186,000 tons
for the first quarter of 1997 and 1996, respectively.
Oil Operations - Main Pass oil operations achieved the following:
First Quarter
-----------------------
1997 1996
---------- ----------
Sales (barrels) 423,800 542,200
Average realized price $20.11 $17.45
Operating income (in millions) 2.7 2.2
Main Pass operating income for the 1997 period benefited from an
increase in average realizations caused by higher world oil prices.
Net production for 1997 is expected to decline slightly from 1996
levels, as increased drilling activities at Main Pass are expected to
generate production sufficient to partially offset declining reservoir
production.
In April 1997, FRP's 25 percent owned oil and gas exploration
joint venture with Phillips Petroleum Company and MOXY completed
drilling of an exploratory well on the North Bay Junop prospect, the
second of two high-risk, high-potential prospects which have been
drilled within the joint venture's project area in south Louisiana.
The well reached total depth but did not encounter commercial
hydrocarbons in the primary objective zones, resulting in a $6.2
million charge to exploration expense. FRP is currently reviewing
several alternatives regarding shallower potentially productive zones
encountered by this well, as well as evaluating other leads for
drilling additional wells within the project area which have been
identified by 3-D seismic survey.
CAPITAL RESOURCES AND LIQUIDITY
FTX's main source of cash flow is distributions from FRP. On April 22,
1997, FRP declared a distribution of 31 cents per unit. This cash
distribution represents the first distribution following the end of
the public unitholders' preference period. FRP's distributable cash
is now shared ratably by FRP's public unitholders and FTX, except that
FTX will be entitled to receive its unpaid cash distributions from
previous quarters ($431.3 million unpaid at April 22, 1997) from one-
half of the quarterly distributable cash after the payment of 60 cents
per unit to all FRP unitholders.
10
FRP's future distributions will depend on the distributions
received from IMC-Agrico, on the cash flow generated from FRP's
sulphur and Main Pass oil operations, the cash requirements of its
expanding oil and gas exploration activities, and on the level of and
methods of financing its capital expenditure needs, including
reclamation and growth projects. FRP's distributable cash in April
1997 included $43.2 million from IMC-Agrico. Future distributions
from IMC-Agrico will depend primarily on the phosphate fertilizer
market, discussed earlier, and FRP's share of IMC-Agrico cash
distributions (Current Interest). FRP's Current Interest is 54.35
percent until June 30, 1997 and declines to 41.45 percent thereafter.
FTX currently has a quarterly cash dividend of 9 cents per common
share. This dividend level allows FTX to use additional available
funds to purchase FTX stock, purchase FRP units and/or invest in
potential new growth opportunities. The timing of FTX stock and FRP
unit purchases is dependent upon many factors, including their price,
FTX's financial condition and general economic and market factors.
FTX anticipates that its cash distributions from FRP and amounts
available to it under its credit facility ($236.0 million of
additional borrowings available to FRP at April 18, 1997, $99.0
million of which is available to FTX) will be sufficient to meet its
obligations.
Net cash provided by operating activities during the first three
months of 1997 totaled $10.2 million, compared with $52.8 million for
the 1996 period, primarily reflecting lower earnings. Capital
expenditures for the 1997 period were up slightly from the year-ago
level, and are currently estimated to approximate $60 million for
1997. During the first three months of 1997, FTX purchased 554,500
shares of its common stock for an aggregate $16.1 million.
CAUTIONARY STATEMENT
Management's discussion and analysis contains forward-looking
statements regarding sales and production volumes, capital
expenditures, product markets, etc. Important factors that might
cause future results to differ from these projections are described in
more detail under the heading "Cautionary Statement" in FTX's Form 10-
K for the year ended December 31, 1996.
--------------------------------
The results of operations reported and summarized above are not
necessarily indicative of future operating results.
11
FREEPORT-McMoRan INC.
PART II. Other Information
Item 1. Legal Proceedings.
Tom Beanal v. Freeport-McMoRan Inc. and Freeport-McMoRan Copper & Gold
Inc., Civ. No. 96-1474 (E.D. La. filed Apr. 29, 1996). The plaintiff
alleges environmental, human rights and social/cultural violations in
Indonesia. He seeks $6 billion in monetary damages and other
equitable relief. The Company and its former subsidiary, Freeport-
McMoRan Copper & Gold Inc. ("FCX") deny these allegations, which they
believe are inconsistent with the findings of a series of independent
examinations of the Indonesian mining operations of FCX's subsidiary.
The court recently granted the Company's motion to dismiss but gave
the plaintiff leave to amend. The Company believes that the action is
baseless and will continue to defend vigorously any amended or
additional claims that the plaintiff may file.
Yosefa Alomang v. Freeport-McMoRan Inc. and Freeport-McMoRan
Copper & Gold Inc., Civ. No. 96-9962 (Orleans Civ. Dist. Ct. La. Filed
June 19, 1996). In February 1997 the Civil District Court of the
Parish of Orleans, State of Louisiana dismissed this purported class
action for lack of subject matter jurisdiction because the alleged
conduct and damages occurred in Indonesia. The Court also held that
venue was not proper in any Louisiana court. The plaintiff had
alleged substantially similar violations as those alleged in the
Beanal suit and sought unspecified monetary damages an other equitable
relief. In April 1997 the plaintiff filed and appeal.
Item 6. Exhibits and Reports on Form 8-K.
(a) The exhibits to this report are listed on the Exhibit Index
appearing on page E-1 hereof.
(b) No reports on Form 8-K were filed by the registrant during the
quarter for which this report is filed.
12
FREEPORT-McMoRan INC.
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.
FREEPORT-McMoRan INC.
By: /s/ William J. Blackwell
----------------------
William J. Blackwell
Controller - Financial Reporting
(authorized signatory and
Principal Accounting Officer)
Date: April 29, 1997
13
FREEPORT-McMoRan INC.
EXHIBIT INDEX
Sequentially
Number Description Numbered Page
- ----- -------------- --------------
3.1 Composite copy of Certificate of Incorporation of FTX, as
amended. Incorporated by reference to Exhibit 3.1 to the Quarterly
Report on Form 10-Q of FTX for the quarter ended June 30, 1992 (the
"FTX 1992 Second Quarter Form 10-Q").
3.2 By-Laws of FTX, as amended. Incorporated by reference to
Exhibit 3.2 to the Annual Report on Form 10-K for the fiscal year
ended December 31, 1996 (the "FTX 1996 Form 10-K").
4.1 Certificate of Designations of the $4.375 Convertible
Exchangeable Preferred Stock of FTX. Incorporated by reference to
Exhibit 4.1 to the Current Report on Form 8-K of FTX dated March 23,
1992.
4.2 Amended and Restated Agreement of Limited Partnership of FRP
dated as of May 29, 1987 (the "FRP Partnership Agreement") among FTX,
Freeport Phosphate Rock Company and Geysers Geothermal Company, as
general partners, and Freeport Minerals Company ("FMC"), as general
partner and attorney-in-fact for the limited partners, of FRP.
Incorporated by reference to Exhibit B to the Prospectus dated May 29,
1987 included in FRP's Registration Statement on Form S-1, as
amended, as filed with the Commission on May 29, 1987 (Registration
No. 33-13513).
4.3 Amendment to the FRP Partnership Agreement dated as of
December 16, 1988 effected by FMC, as Administrative Managing General
Partner, and FTX, as General Partner, of FRP. Incorporated by
reference to Exhibit 3.2 to the Annual Report on Form 10-K of FRP for
the fiscal year ended December 31, 1994.
4.4 Amendment to the FRP Partnership Agreement dated as of March
29, 1990 effected by FMC, as Administrative Managing General Partner,
and FTX, as Managing General Partner, of FRP. Incorporated by
reference to Exhibit 19.2 to the Quarterly Report on Form 10-Q of FRP
for the quarter ended March 31, 1990 (the "FRP 1990 First Quarter Form
10-Q").
4.5 Amendment to the FRP Partnership Agreement dated as of April
6, 1990 effected by FTX, as Administrative Managing General Partner of
FRP. Incorporated by reference to Exhibit 19.3 to the FRP 1990 First
Quarter Form 10-Q.
4.6 Amendment to the FRP Partnership Agreement dated as of
January 27, 1992 between FTX, as Administrative Managing General
Partner, and FMRP Inc., as Managing General Partner of FRP.
Incorporated by reference to Exhibit 3.3 to the Annual Report on Form
10-K of FRP for the fiscal year ended December 31, 1991 (the "FRP 1991
Form 10-K").
4.7 Amendment to the FRP Partnership Agreement dated as of
October 14, 1992 between FTX, as Administrative Managing General
Partner, and FMRP Inc., as Managing General Partner of FRP.
Incorporated by reference to Exhibit 3.4 to the Annual Report on Form
10-K of FRP for the fiscal year ended December 31, 1992 (the "FRP 1992
Form 10-K").
4.8 Deposit Agreement dated as of June 27, 1986 (the "Deposit
Agreement") among FRP, The Chase Manhattan Bank, N.A. ("Chase") and
Freeport Minerals Company, as attorney-in-fact of those limited
partners and assignees holding depositary receipts for units of
limited partnership interests in FRP ("Depositary Receipts").
Incorporated by reference to Exhibit 28.4 to the Current Report on
Form 8-K of FTX dated July 11, 1986.
14
EXHIBIT INDEX CONTINUED
Sequentially
Number Description Numbered Page
- ------- --------------- ------------
4.9 Resignation dated December 26, 1991 of Chase as Depositary
under the Deposit Agreement and appointment dated December 27, 1991 of
Mellon Bank, N.A. ("Mellon") as successor Depositary, effective
January 1, 1992. Incorporated by reference to Exhibit 4.5 to the FRP
1991 Form 10-K.
4.10 Service Agreement dated as of January 1, 1992 between FRP and
Mellon pursuant to which Mellon will serve as Depositary under the
Deposit Agreement and Custodian under the Custodial Agreement.
Incorporated by reference to Exhibit 4.6 to the FRP 1991 Form 10-K.
4.11 Amendment to the Deposit Agreement dated as of November 18,
1992 between FRP and Mellon. Incorporated by reference to Exhibit 4.4
to the FRP 1992 Form 10-K.
4.12 Form of Depositary Receipt. Incorporated by reference to
Exhibit 4.5 to the FRP 1992 Form 10-K.
4.13 Custodial Agreement regarding the FRP Depositary Unit
Reinvestment Plan among FTX, FRP and Chase, effective as of April 1,
1987 (the "Custodial Agreement"). Incorporated by reference to
Exhibit 19.1 to the Quarterly Report on Form 10-Q of FRP for the
quarter ended June 30, 1987.
4.14 FRP Depositary Unit Reinvestment Plan. Incorporated by
reference to Exhibit 4.4 to the FRP 1991 Form 10-K.
4.15 Second Amended and Restated Credit Agreement dated as of
November 14, 1996 (the "FTX/FRP Credit Agreement") among FTX, FRP, the
various financial institutions that are parties thereto (the "Banks"),
The Chase Manhattan Bank (successor by merger to Chemical Bank) and
The Chase Manhattan Bank (National Association), as Administrative
Agent, FRP Collateral Agent, FTX Collateral Agent and Documentary
Agent. Incorporated by reference to Exhibit 4.15 to the FTX 1996 Form
10-K.
4.16 Subordinated Indenture as of October 26, 1990 (the
"Subordinated Indenture") between FRP and Manufacturers Hanover Trust
Company ("MHTC") as Trustee. Incorporated by reference to Exhibit
4.11 to the Annual Report on Form 10-K of FRP for the fiscal year
ended December 31, 1993.
4.17 First Supplemental Indenture dated as of February 15, 1994
between FRP and Chemical Bank, as Successor to MHTC, as Trustee, to
the Subordinated Indenture providing for the issuance of $150,000,000
of aggregate principal amount of 8 3/4% Senior Subordinated Notes due
2004. Incorporated by reference to Exhibit 4.12 to the FRP 1993 Form
10-K.
4.18 Form of Senior Indenture (the "Senior Indenture") from FRP to
Chemical Bank, as Trustee. Incorporated by reference to Exhibit 4.1
to the Current Report on Form 8-K of FRP dated February 13, 1996.
4.19 Form of Supplemental Indenture dated February 14, 1996 from
FRP to Chemical Bank, as Trustee, to the Senior Indenture providing
for the issuance of $150,000,000 aggregate principal amount of 7%
Senior Notes due 2008. Incorporated by reference to Exhibit 4.1 to
the Current Report on Form 8-K dated February 16, 1996 of FRP.
10.1 FTX 1992 Stock Option Plan, as amended.
10.2 1982 Stock Option Plan of FTX, as amended.
10.3 1988 Stock Option Plan for Non-Employee Directors of FTX, as
amended.
10.4 FTX 1996 Stock Option Plan, as amended.
11.1 Freeport-McMoRan Inc. Computation of Net Income per Common
and Common Equivalent Share
27.1 Freeport-McMoRan Inc. Financial Data Schedule