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) September 2, 1997
McMoRan Oil & Gas Co.
(Exact name of registrant as specified in its charter)
Delaware 0-23870 72-1266477
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
1615 Poydras Street
New Orleans, Louisiana 70112
(Address of principal executive offices) (Zip Code)
(504) 582-4000
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report.)
Item 2. Acquisition or Disposition of Assets.
On September 2, 1997, McMoRan Oil & Gas Co. ("MOXY") acquired from
FM Properties Operating Co., a Delaware general partnership ("FMPOC"),
overriding royalty interests in certain oil and gas properties, interests
in three prospects with exploration potential (the "Exploration
Prospects") and other oil and gas properties for $4.5 million pursuant
to an Agreement for Purchase and Sale dated as of August 1, 1997 between
MOXY and FMPOC (the "Agreement"). MOXY agreed to assume all obligations
and liabilities attributable to ownership and operation of the properties
purchased under the Agreement.
MOXY dedicated the three Exploration Prospects to the joint
exploration program with Freeport-McMoRan Resource Partners, Limited
Partnership, a Delaware limited partnership ("FRP"), under which MOXY and
FRP paid 40% ($1.2 million) and 60% ($1.8 million), respectively, of the
price for these prospects. FRP loaned MOXY $2.7 million from borrowings
available under the MOXY/FRP joint exploration program to pay its share
of the purchase price for the properties acquired from FMPOC.
The purchase price for all of the oil and gas properties was
determined by negotiations between MOXY's and FMPOC's managements based
on the risk adjusted reserves attributable to the overriding royalty
interests, the acreage of the exploration prospects and the cash flow
generated by the other oil and gas properties.
Freeport-McMoRan Inc., a Delaware corporation ("FTX"), serves as
Managing General Partner of, and owns a 0.2% interest in, FMPOC. All of
the directors who currently serve on MOXY's Board of Directors also serve
on the Board of Directors of FTX. In addition, certain executive
officers of MOXY also serve as executive officers of FTX. FM Properties
Inc., a Delaware corporation ("FMPO"), serves as Special General Partner
of, and owns a 99.8% interest in, FMPOC. Richard C. Adkerson, Co-Chairman
of the Board, Chief Executive Officer and Director of MOXY, also
serves as Chairman of the Board, Chief Executive Officer and Director of
FMPO.
The description of the terms of the Agreement included herein does
not purport to be complete and is qualified in its entirety by reference
to the terms of the Agreement, a copy of which is attached hereto as
Exhibit 10.1 and incorporated herein by reference.
Item 7. Exhibits.
(c) Exhibits
10.1 Agreement for Purchase and Sale dated as of August 1,
1997 between FM Properties Operating Co. and McMoRan Oil
& Gas Co.
SIGNATURES
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 hereunto duly authorized.
McMoRan OIL & GAS CO.
By: /s/ James H. Lee
James H. Lee
(Senior Vice President
authorized signatory)
Dated: September 17, 1997