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 June 30, 1997
Commission File Number: 0-19989
FM Properties Inc.
Incorporated in Delaware 72-1211572
(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 June 30, 1997, there were issued and outstanding 14,285,770 shares
of the registrant's Common Stock, par value $0.01 per share.
1
FM PROPERTIES INC.
TABLE OF CONTENTS
Page
Part I. Financial Information
Financial Statements:
Condensed Balance Sheets 3
Statements of Operations 4
Statements of Cash Flow 4
Notes to Financial Statements 5
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 11
Signature 12
Exhibit Index E-1
2
FM PROPERTIES INC.
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements.
CONDENSED BALANCE SHEETS (Unaudited)
June 30, December 31,
1997 1996
---------- ----------
(In Thousands)
ASSETS
Current assets:
Accounts receivable and other $ - $ 56
Income tax receivable 489 503
Amounts receivable from the
Partnership 4,167 4,371
---------- ----------
Total current assets 4,656 4,930
Investment in the Partnership 60,081 56,055
---------- ----------
Total assets $ 64,737 $ 60,985
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Other liabilities $ 1,422 $ 1,386
Stockholders' equity 63,315 59,599
---------- ----------
Total liabilities and
stockholders' equity $ 64,737 $ 60,985
========== ==========
The accompanying notes are an integral part of these financial
statements.
3
FM PROPERTIES INC.
STATEMENTS OF OPERATIONS (Unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
------------------------ ----------------------
1997 1996 1997 1996
---------- ---------- ---------- ----------
(In Thousands, Except Per Share Amounts)
Income (loss) from
the Partnership $ 2,024 $ 559 $ 4,026 $ (306)
General and
administrative
expenses (60) (59) (90) (88)
---------- ---------- ---------- ----------
Operating income
(loss) 1,964 500 3,936 (394)
Income tax provision 220 - 220 -
---------- ---------- ---------- ----------
Net income (loss) $ 1,744 $ 500 $ 3,716 $ (394)
========== ========== ========== ==========
Net income (loss)
per share $0.12 $0.03 $0.26 $(0.03)
===== ===== ===== ======
Average shares
outstanding 14,468 14,394 14,444 14,368
====== ====== ====== ======
FM PROPERTIES INC.
STATEMENTS OF CASH FLOW (Unaudited)
Six Months Ended June 30,
------------------------
1997 1996
---------- ----------
(In Thousands)
Cash flow from operating activities:
Net income (loss) $ 3,716 $ (394)
Adjustments to reconcile net income
(loss) to net cash provided by
operating activities:
Excess of equity in (income)
losses of the Partnership over
distributions received (4,026) 306
Decrease in working capital 310 88
---------- ----------
Net cash provided by operating
activities - -
Cash flow from investing activities - -
Cash flow from financing activities - -
---------- ----------
Net increase in cash and cash
equivalents - -
Cash and cash equivalents at
beginning of year - -
---------- ----------
Cash and cash equivalents at
end of period $ - $ -
========== ==========
The accompanying notes are an integral part of these financial
statements.
4
FM PROPERTIES INC.
NOTES TO FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
FM Properties Inc. (FMPO) operates through its 99.8 percent interest
in FM Properties Operating Co. (the Partnership), with 0.2 percent
owned by the Managing General Partner, Freeport-McMoRan Inc. (FTX).
FTX guarantees the Partnership's debt. Because of the rights that FTX
retains in connection with its guarantee of the Partnership's debt,
FMPO reflects its interest in the Partnership under the equity basis
of accounting. However, if the FTX guarantee is eliminated, FMPO will
have the authority to remove FTX as the Managing General Partner and
FTX's rights with respect to the Partnership and FMPO would be
eliminated. FMPO has no significant operations or source of funds
other than its interest in the Partnership. The Partnership's
financial statements follow: (certain prior year amounts have been
reclassified to conform to the 1997 presentation):
BALANCE SHEETS
June 30, December 31,
1997 1996
---------- ----------
ASSETS (In Thousands)
Current assets:
Cash and cash equivalents $ 2,671 $ 2,108
Accounts receivable and other 2,456 4,133
---------- ----------
Total current assets 5,127 6,241
Real estate and facilities, net 106,806 118,029
Other assets 7,088 5,922
---------- ----------
Total assets $ 119,021 $ 130,192
========== ==========
LIABILITIES AND PARTNERS' CAPITAL
Current liabilities:
Accounts payable and accrued
liabilities $ 2,206 $ 5,754
Amounts due to FMPO 4,167 4,371
Short-term debt 45,693 -
---------- ----------
Total current liabilities 52,066 10,125
Long-term debt - 58,325
Other liabilities 6,753 5,574
Partners' capital 60,202 56,168
---------- ----------
Total liabilities and partners'
capital $ 119,021 $ 130,192
========== ==========
STATEMENTS OF OPERATIONS
Three Months Ended Six Months Ended
June 30, June 30,
------------------------ ---------------------
1997 1996 1997 1996
---------- ---------- ---------- ----------
(In Thousands)
Revenues $ 5,191 $ 23,764 $ 20,261 $ 37,593
Costs and expenses:
Cost of sales 2,245a 21,771 14,458a 35,427
General and
administrative
expenses 622 617 1,389 1,223
---------- ---------- ---------- ----------
Total costs and
expenses 2,867 22,388 15,847 36,650
---------- ---------- ---------- ----------
Operating income 2,324 1,376 4,414 943
Interest expense,
net (525) (1,158) (1,061) (1,892)
Other income, net 229 341 681 643
---------- ---------- ---------- ----------
Net income (loss) $ 2,028 $ 559 $ 4,034 $ (306)
========== ========== ========== ==========
a. Includes a $3.1 million reimbursement for previously expensed
infrastructure costs.
5
STATEMENTS OF CASH FLOW
Six Months Ended June 30,
------------------------
1997 1996
---------- ----------
(In Thousands)
Cash flow from operating activities:
Net income (loss) $ 4,034 $ (306)
Adjustments to reconcile net
income (loss) to net cash provided
by operating activities:
Cost of real estate sales and
depreciation and amortization 16,113 31,910
(Increase) decrease in working
capital:
Accounts receivable and other 512 (2,636)
Accounts payable and accrued
liabilities (2,573) (3,063)
---------- ----------
Net cash provided by operating
activities 18,086 25,905
---------- ----------
Cash flow from investing activities:
Real estate and facilities (a) (4,891) (4,175)
---------- ----------
Net cash used in investing
activities (4,891) (4,175)
---------- ----------
Cash flow from financing activities:
Proceeds from debt - 1,000
Repayment of debt (12,632) (23,201)
---------- ----------
Net cash used in financing
activities (12,632) (22,201)
---------- ----------
Net increase (decrease) in cash and
cash equivalents 563 (471)
Cash and cash equivalents at
beginning of year 2,108 2,282
---------- ----------
Cash and cash equivalents at
end of period $ 2,671 $ 1,811
========== ==========
a. Includes capitalized interest of $0.9 million in the 1997 period
and $2.3 million in the 1996 period.
2. NEW ACCOUNTING STANDARDS
In February 1997, the Financial Accounting Standards Board (FASB)
issued Statement of Financial Accounting Standards No. 128 (SFAS 128),
"Earnings Per Share", which simplifies the computation of earnings per
share. SFAS 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. Earnings per
share calculated in accordance with SFAS 128 would be unchanged for
the periods presented.
In June 1997, the FASB issued SFAS 130, "Reporting Comprehensive
Income," and SFAS 131, "Disclosures About Segments of an Enterprise
and Related Information." SFAS 130 establishes standards for the
reporting and display of comprehensive income in the financial
statements. Comprehensive income is the total of net income and all
other non-owner changes in equity. SFAS 131 requires that companies
disclose segment data based on how management makes decisions about
allocating resources to segments and measuring their performance.
SFAS 130 and 131 are effective for 1998. Adoption of these standards
is not expected to have an effect on FMPO's financial statements,
financial position or results of operations.
--------------------
Remarks
The information furnished herein should be read in conjunction with
FMPO'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 FM Properties Inc.:
We have reviewed the accompanying condensed consolidated balance sheet
of FM Properties Inc. (the Company), a Delaware Corporation, as of
June 30, 1997, and the related condensed statements of operations for
the three-month and six-month periods ended June 30, 1997 and 1996 and
the condensed statements of and cash flow for the six-month periods
ended June 30, 1997 and 1996. These financial statements are the
responsibility of the Company's management.
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, 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 FM Properties 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, 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
July 22, 1997
7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.
OVERVIEW
FM Properties Inc. (FMPO) operates through its 99.8 percent interest
in FM Properties Operating Co. (the Partnership), with 0.2 percent
owned by the Managing General Partner, Freeport-McMoRan Inc. (FTX).
The Partnership's most significant investments are located near
Austin, Texas and include approximately 3,300 acres of primarily
undeveloped land in and around the Barton Creek Community and
approximately 1,000 acres of undeveloped commercial and multi-family
property in the Circle C development. The Partnership is also engaged
in the development and marketing of real estate in the Dallas, Houston
and San Antonio, Texas areas.
FTX guarantees the Partnership's debt. Because of the rights
that FTX retains in connection with its guarantee of the Partnership's
debt, FMPO reflects its interest in the Partnership under the equity
basis of accounting. However, if the FTX guarantee is eliminated,
FMPO will have the authority to remove FTX as the Managing General
Partner and FTX's rights with respect to the Partnership and FMPO
would be eliminated.
RESULTS OF OPERATIONS
Second Quarter Six Months
------------------------ ------------------------
1997 1996 1997 1996
---------- ---------- ---------- ----------
(In Thousands)
Income (loss) from
the Partnership $ 2,024 $ 559 $ 4,026 $ (306)
Operating income
(loss) 1,964 500 3,936 (394)
Net income (loss) 1,744 500 3,716 (394)
FMPO has no significant operations or source of funds other than
its interest in the Partnership. Accordingly, the following
discussion and analysis addresses the results of operations and the
capital resources and liquidity of the Partnership. The
Partnership's summary operating results follow:
Second Quarter Six Months
------------------------ ------------------------
1997 1996 1997 1996
---------- ---------- ---------- ----------
(In Thousands)
Revenues:
Developed
properties $ 1,351 $ 8,014 $ 5,190 $ 12,291
Undeveloped
properties
and other 3,840 15,750 15,071 25,302
---------- ---------- ---------- ----------
Total revenues 5,191 23,764 20,261 37,593
---------- ---------- ---------- ----------
Operating income 2,324a 1,376 4,414a 943
Net income (loss) 2,028a 559 4,034a (306)
a. Includes a $3.1 million reimbursement for previously expensed
infrastructure costs.
Revenues from developed properties represented the sale of 24 and
85 single-family homesites during the second-quarter and six-month
periods of 1997, respectively, compared with the sale of 206 and 282
single-family homesites during the 1996 periods. Revenues from
undeveloped properties for the second-quarter and six-month periods of
1997 represented the sale of 68 and 194 acres of undeveloped
commercial and multi-family property, respectively, compared with the
sale of 447 and 603 undeveloped acres for the year-ago periods.
During 1995, legislation was enacted which enabled the
Partnership to create a series of municipal utility districts (MUDs)
to serve the Barton Creek development. The MUDs, through the issuance
of bonds, may reimburse the Partnership for costs related to the
installation of major utility, drainage and water quality
infrastructure. During the second quarter, the Partnership received
$3.1 million cash from MUD bond proceeds representing the
reimbursement of infrastructure costs relating to previously sold
properties. The funds were used to reduce the Partnership's debt.
The Partnership expects to receive additional reimbursements for past
infrastructure costs related to the Barton Creek development through
MUD bond proceeds in the future. However, the timing and the amount
of future reimbursements are uncertain.
8
Interest costs incurred by the Partnership totaled $0.5 million
in the second quarter of 1997 and $1.1 million during the first six
months of 1997 compared with $1.2 million and $1.9 million during the
respective 1996 periods, decreasing primarily because of lower average
debt levels.
Other income includes Partnership oil and gas overriding royalty
proceeds from previously discontinued operations of $0.2 million and
$0.6 million for the 1997 three and six-month periods, respectively,
compared with $0.3 million and $0.7 million for the same periods in
1996.
FMPO's business strategy includes the sale of larger undeveloped
tracts of land. The timing of these transactions can cause
significant variations in operating results between accounting periods
and may result in future operating losses. Consequently, past
operating results are not necessarily indicative of future trends in
profitability. The Partnership continues to develop single-family
homesites in Austin, Dallas and Houston and evaluate the development
of income-producing properties on certain tracts. Management believes
that these types of development activities have the potential to add
significant value to FMPO.
In January 1997, an investor group was unable to complete the
previously announced agreement for the purchase of FMPO's Circle C
assets for $34.0 million and the agreement expired. The Partnership
retained a $1.0 million non-refundable cash deposit and has no further
obligation to the investor group. FMPO is proceeding with developing
and marketing the Circle C properties.
CAPITAL RESOURCES AND LIQUIDITY
During the first six months of 1997, the Partnership generated
operating cash flow of $18.1 million which, after funding capital
additions, enabled the Partnership to reduce its debt from the
beginning of the year by $12.6 million to $45.7 million.
The Partnership amended its credit agreements in late 1996,
extending maturities until February 1998, lowering interest rates and
eliminating the debt guarantee of Freeport-McMoRan Copper & Gold Inc.,
leaving FTX as the sole guarantor through February 1998. On July 28,
1997, FTX and IMC Global, Inc. (IGL) announced that they had entered
into a letter of intent providing for, among other things, the merger
of FTX with and into IGL.
FMPO continues to seek a permanent financial restructuring, which
may include obtaining a new bank credit facility or issuing new debt
or equity. An objective in arranging new financing will be to
eliminate FTX's guarantee of the Partnership's debt. If the FTX
guarantee were eliminated, FMPO would have the authority to remove FTX
as Managing General Partner of the Partnership and dissolve the
Partnership, thereby enabling FMPO to manage its business without the
current restrictions imposed by its contractual relationship with FTX.
A new financing that would allow FMPO to establish itself as a stand-
alone company by eliminating the FTX guarantee may increase FMPO's
financing costs significantly. The extent of any refinancing,
including any need to sell properties in connection therewith, will
determine the future net cash flow available to FMPO to recover its
investment in the Partnership.
The future performance and the financial viability of FMPO are
dependent on the future cash flows from the Partnership's assets.
These cash flows will be significantly affected by future real estate
values and interest rate levels. There can be no assurance that the
Partnership will generate cash flow or obtain funds sufficient to make
required interest and principal payments.
During 1996, the State Court of Appeals overturned the favorable
1995 District Court ruling which invalidated the City of Austin (the
City) "SOS" ordinance; however, the appeals court upheld the lower
court's favorable ruling with respect to the interpretation of certain
grandfathered rights for previously platted land. A significant
portion of the Partnership's Austin area properties was previously
platted and is expected to benefit from these grandfathered rights.
An application for Writ of Error was filed with the Texas Supreme
Court in January 1997. An unfavorable final judgment is not expected
to adversely affect the Partnership's property holdings because of its
grandfathered rights and because the Partnership's property was
removed from the jurisdiction of the City pursuant to the water
quality protection zone at Barton Creek and the Southwest Travis
County Water District (the District) at Circle C, both of which were
authorized by Texas state legislation enacted in 1995.
9
In October 1996, the City filed a petition for declaratory
judgment asserting that the legislation that created the District is
unconstitutional. The District is defending itself against the City's
claim. Court-ordered mediation held in June 1997 was unsuccessful.
Approximately 1,000 acres owned by Circle C are included in the
District. None of the Partnership's other properties are in the
District. It is anticipated that regardless of the outcome at the
trial court, the non-prevailing party will appeal the decision. An
appeal of this suit will likely be protracted. Because a significant
portion of the Partnership's Circle C property is expected to be
developed under grandfathered entitlements, it is uncertain whether
there would be any adverse impact from a final judgment in favor of
the City.
In the last legislative session, a bill to reorganize a state
governmental agency inadvertently repealed the provisions of law which
established grandfathered rights for previously platted land. Under
the Texas Code Construction Act, previously vested rights are not
affected by the repeal of this statute. FMPO's counsel has advised
the Company that in its opinion, this inadvertent repeal should not
affect FMPO's rights to develop its properties.
During February 1997, FMPO filed a petition for declaratory
judgment against Phoenix Holdings, Ltd. (Phoenix) in order to secure
its ownership of certain MUD receivables that pertain to existing
infrastructure which serves the Circle C development. Phoenix filed a
counterclaim against Circle C in June 1997. A favorable outcome,
which FMPO expects to occur, would result in significant refunds of
prior capital expenditures to the Partnership over the next several
years.
In April 1997, the U.S. Department of Interior (DOI) listed the
Barton Springs Salamander as an endangered species after a federal
court overturned a March 1997 decision by the DOI not to list the
Barton Springs Salamander based on a conservation agreement between
the State of Texas and federal agencies. The listing of the Barton
Springs Salamander does not affect the Partnership's Barton Creek and
Lantana properties because of its 10A permit obtained in 1995. The
Partnership's Circle C properties could, however, be affected,
although the extent of any impact cannot be determined at this time.
CAUTIONARY STATEMENT
Management's Discussion and Analysis contains "forward-looking
statements." All statements other than statements of historical fact
included in this report, including, without limitation, statements
regarding future reimbursement for infrastructure costs, future events
related to financing and the FTX guarantee, the anticipated outcome of
the litigation and regulatory matters discussed herein, the expected
results of FMPO's business strategy, and other plans and objectives of
management of the Company for future operations and activities are
forward-looking statements.
Important factors that could cause actual results to differ
materially from FMPO's expectations include, without limitation,
economic and business conditions, business opportunities that may be
presented to and pursued by the Company, changes in laws or
regulations and other factors, many of which are beyond the control of
the Company. Further information regarding these and other factors
that might cause future results to differ from those projected in the
forward-looking statements are described in more detail under the
heading "Cautionary Statement" in FMPO'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.
10
PART II. - OTHER INFORMATION
Item 1. Legal Proceedings.
During February 1997, FMPO filed a petition for declaratory
judgment against Phoenix Holdings, Ltd. (Phoenix) in order to secure
its ownership of certain MUD receivables that pertain to existing
infrastructure which serves the Circle C development. Phoenix filed a
counterclaim against Circle C in June 1997. A favorable outcome,
which FMPO expects to occur, would result in significant refunds of
prior capital expenditures to the Partnership over the next several
years.
Item 4. Submission of Matters to a Vote of Security Holders.
(a) The Annual Meeting of Stockholders of the Company was held
on May 8, 1997 (the "Annual Meeting"). Proxies were solicited
pursuant to Regulation 14A under the Securities Exchange Act of 1934,
as amended.
(b) At the Annual Meeting, James C. Leslie was elected to serve
until the 2000 annual meeting of stockholders. In addition to the
director elected at the Annual Meeting, the terms of Richard C.
Adkerson and Michael D. Madden continued after the Annual Meeting.
(c) At the Annual Meeting, holders of shares of the Company's
Common Stock elected one director with the number of votes cast for or
withheld from such nominee as follows:
Name For Withheld
- ---- --- --------
James C. Leslie 13,473,927 119,403
With respect to the election of the director, there were no
abstentions or broker non-votes.
At the Annual Meeting, the stockholders also voted on and
approved a proposal to ratify the appointment of Arthur Andersen LLP
to act as the independent auditors to audit the financial statements
of the Company and its subsidiaries for the year 1997. Holders of
13,510,616 shares voted for, holders of 51,189 shares voted against
and holders of 31,525 shares abstained from voting on, such proposal.
There were no broker non-votes with respect to such proposal.
At the Annual Meeting, the stockholders voted on and approved a
proposal to approve the Company's 1996 Stock Option Plan for Non-
Employee Directors. Holders of 12,341,060 shares voted for, holders
of 582,199 shares voted against and holders of 670,071 shares
abstained from voting on, such proposal. There were no broker non-
votes with respect to such proposal.
Item 6. Exhibits and Reports on Form 8-K.
(a) The exhibits to this report are listed in the Exhibit Index
appearing on page E-1 hereof.
(b) During the quarter for which this report is filed, the
registrant filed one Current Report on Form 8-K and one Current Report
on Form 8-K/A dated April 22, 1997 and May 22, 1997, respectively,
both under Item 5.
11
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.
FM PROPERTIES INC.
By: /s/ C. Donald Whitmire, Jr.
---------------------------
C. Donald Whitmire, Jr.
Vice President & Controller
(authorized signatory and
Principal Accounting Officer)
Date: August 12, 1997
12
FM PROPERTIES INC.
EXHIBIT INDEX
Exhibit
Number
3.1 Amended and Restated Certificate of Incorporation of the
Company. Incorporated by reference to Exhibit 3.1 to the 1992 Form
10-K.
3.2 By-laws of the Company, as amended. Incorporated by
reference to Exhibit 3.2 to the 1992 Form 10-K.
4.1 The Company's Certificate of Designations of Series A
Participating Cumulative Preferred Stock. Incorporated by reference
to Exhibit 4.1 to the 1992 Form 10-K.
4.2 Rights Agreement dated as of May 28, 1992 between the
Company and Mellon Securities Trust Company, as Rights Agent.
Incorporated by reference to Exhibit 4.2 to the 1992 Form 10-K.
4.3 Amended and Restated Credit Agreement dated as of December
20, 1996 (the "Credit Agreement") among FTX, the Partnership, certain
banks, and The Chase Manhattan Bank, as Administrative Agent, FTX
Collateral Agent and Documentation Agent. Incorporated by reference
to Exhibit 4.3 to the Annual Report on Form 10-K of the Company for
the fiscal year ended December 31, 1996 (the "1996 Form 10-K").
4.4 Second Amended and Restated Note Agreement dated as of June
30, 1995, among FTX, FCX, the Partnership, Chemical Bank, and Hibernia
National Bank, individually and as agent. Incorporated by reference
to Exhibit 4.4 to the Quarterly Report on Form 10-Q of FTX for the
quarter ended September 30, 1995.
4.5 First Amendment to Second Amended and Restated Note
Agreement dated as of December 31, 1995, among FTX, FCX, the
Partnership, Chemical Bank and Hibernia National Bank, individually
and as agent. Incorporated by reference to Exhibit 10.18 to the
Annual Report on Form 10-K of FCX for the fiscal year ended December
31, 1995.
4.6 Second Amendment to Second Amended and Restated Note
Agreement dated as of December 20, 1996, among FTX, the Partnership,
The Chase Manhattan Bank and Hibernia National Bank, individually and
as agent. Incorporated by reference to Exhibit 4.6 to the 1996 Form
10-K.
4.7 Credit Agreement dated as of December 20, 1996, between FTX
and the Partnership. Incorporated by reference to Exhibit 4.7 to the
1996 Form 10-K.
4.8 Amended and Restated Credit Agreement dated as of December
20, 1996 between Circle C Land Corp. ("Circle C") and Texas Commerce
Bank National Association ("TCB"). Incorporated by reference to
Exhibit 4.8 to the 1996 Form 10-K.
10.1 FMPO Stock Option Plan, as amended.
15.1 Letter dated July 22, 1997 from Arthur Andersen LLP
regarding unaudited interim financial statements.
27.1 Financial Data Schedule
13