-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RDfe85CiOU4mAvLlXBX+pvdJqiQDdX5d6K6tkI18OJ00Y9uoE4nUIHi+5wO3znB9 D9cfk8wzaw+jbz+Pqv7f4A== 0000897423-98-000150.txt : 19980710 0000897423-98-000150.hdr.sgml : 19980710 ACCESSION NUMBER: 0000897423-98-000150 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980709 SROS: NYSE GROUP MEMBERS: BASS MANAGEMENT TRUST GROUP MEMBERS: LEE M. BASS GROUP MEMBERS: SID R. BASS MANAGEMENT TRUST GROUP MEMBERS: THE BASS MANAGEMENT TRUST SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FREEPORT MCMORAN COPPER & GOLD INC CENTRAL INDEX KEY: 0000831259 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 742480931 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-41332 FILM NUMBER: 98663529 BUSINESS ADDRESS: STREET 1: 1615 POYDRAS ST CITY: NEW ORLEANS STATE: LA ZIP: 70112 BUSINESS PHONE: 5045824000 FORMER COMPANY: FORMER CONFORMED NAME: FREEPORT MCMORAN COPPER COMPANY INC DATE OF NAME CHANGE: 19910114 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BASS MANAGEMENT TRUST CENTRAL INDEX KEY: 0000900165 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 201 MAIN STREET SUITE 3200 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 8173908400 SC 13G 1 FREEPORT MCMORAN COPPER & GOLD, INC. SCHED. 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G** Under the Securities Exchange Act of 1934 (Amendment No. )* Freeport-McMoRan Copper & Gold, Inc. (Name of Issuer) Gold-Denominated Preferred Stock, Par Value $0.10 per share (Title of Class of Securities) 35671D600 (Cusip Number) June 30, 1998 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: / / Rule 13d-1(b) /X/ Rule 13d-1(c) / / Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). **The total number of shares reported herein is 358,000 depositary shares, each representing 0.05 shares of Gold-Denominated Preferred Stock, (the "Depositary Shares"), which constitutes approximately 6.0% of the total number of Depositary Shares outstanding. All ownership percentages set forth herein assume that there are 6,000,000 Depositary Shares outstanding. 1. Name of Reporting Person: The Bass Management Trust 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Citizenship or Place of Organization: Texas 5. Sole Voting Power: 58,050 (1) Number of Shares Beneficially 6. Shared Voting Power: -0- Owned By Each Reporting 7. Sole Dispositive Power: 58,050 (1) Person With 8. Shared Dispositive Power: -0- 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 58,050 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares: / / 11. Percent of Class Represented by Amount in Row (9): 1.0% 12. Type of Reporting Person: 00 - Trust - ---------- (1) Power is exercised through its sole trustee, Perry R. Bass 1. Name of Reporting Person: Sid R. Bass Management Trust 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Citizenship or Place of Organization: Texas 5. Sole Voting Power: 150,000 (1) Number of Shares Beneficially 6. Shared Voting Power: -0- Owned By Each Reporting 7. Sole Dispositive Power: 150,000 (1) Person With 8. Shared Dispositive Power: -0- 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 150,000 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares: / / 11. Percent of Class Represented by Amount in Row (9): 2.5% 12. Type of Reporting Person: 00 - Trust - ---------- (1) Power is exercised through one of its trustees, Sid R. Bass. 1. Name of Reporting Person: Lee M. Bass 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Citizenship or Place of Organization: USA 5. Sole Voting Power: 149,950 Number of Shares Beneficially 6. Shared Voting Power: -0- Owned By Each Reporting 7. Sole Dispositive Power: 149,950 Person With 8. Shared Dispositive Power: -0- 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 149,950 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares: / / 11. Percent of Class Represented by Amount in Row (9): 2.5% 12. Type of Reporting Person: IN Item 1(a). Name of Issuer. The name of the issuer is Freeport-McMoRan Copper & Gold, Inc. (the "Issuer"). Item 1(b) Address of Issuer's Principal Executive Offices. The principal executive offices of the Issuer are located at 1615 Poydras Street, New Orleans, Louisiana 70112. Item 2(a). Names of Persons Filing. Pursuant to Rules 13d-1(f)(1)-(2) of Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Act"), the undersigned hereby file this Schedule 13G Statement on behalf of The Bass Management Trust ("BMT"), Sid R. Bass Management Trust ("SRBMT") and Lee M. Bass ("LMB"). Additionally, information is included herein with respect to the following persons (collectively, the "Controlling Persons"): Perry R. Bass ("PRB"), Nancy L. Bass ("NLB") and Sid R. Bass ("SRB"). BMT, SRBMT and LMB are sometimes hereinafter collectively referred to as the "Reporting Persons". The Reporting Persons and the Controlling Persons are sometimes hereinafter collectively referred to as the "Item 2 Persons." Item 2(b). Address of Principal Business Office, or if None, Residence. The address of the principal business office or residence of each of the Item 2 Persons is as follows: PRINCIPAL BUSINESS OR NAME RESIDENCE ADDRESS BMT 201 Main Street, Suite 2700 Fort Worth, Texas 76102 SRBMT 201 Main Street, Suite 2700 Fort Worth, Texas 76102 LMB 201 Main Street, Suite 2700 Fort Worth, Texas 76102 PRB 201 Main Street, Suite 2700 Fort Worth, Texas 76102 NLB 45 Westover Road Fort Worth, Texas 76107 SRB 201 Main Street, Suite 2700 Fort Worth, Texas 76102 Item 2(c). Citizenship. All of the natural persons identified in Item 2(a) are citizens of the United States of America. Item 2(d). Title of Class of Securities. This statement relates to depositary shares representing 0.05 shares each of Gold-Denominated Preferred Stock, par value $0.10 per share (the "Depositary Shares"), of the Issuer. Item 2(e). CUSIP Number. The CUSIP Number of the shares is 35671D600. Item 3. Filing Pursuant to Rules 13d-1(b) or 13(d)-2(b). If this statement is filed pursuant to Sections 240.13d-1(b) or 240.13(d)- 2(b) or (c), check whether person filing is a: (a) / / Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); (b) / / Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); (c) / / Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); (d) / / Investment company registered under Section 8(a) of the Investment Company Act of 1940 (15 U.S.C. 80a-8); (e) / / An investment adviser in accordance with Section 240.13d- 1(b)(1)(ii)(E); (f) / / An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F); (g) / / A parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G); (h) / / A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) / / A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) / / A group in accordance with Section 240.13d-1(b)(1)(ii)(J). If this statement is filed pursuant to Section 240.13d-1(c), check this box /X/. Item 4. Ownership. (a) - (b) Reporting Persons BMT The aggregate number of Depositary Shares that BMT owns beneficially, pursuant to Rule 13d-3 of the Act, is 58,050, which constitutes approximately 1.0% of the outstanding Depositary Shares. SRBMT The aggregate number of Depositary Shares that SRBMT owns beneficially, pursuant to Rule 13d-3 of the Act, is 150,000, which constitutes approximately 2.5% of the outstanding Depositary Shares. LMB The aggregate number of Depositary Shares that LMB owns beneficially, pursuant to Rule 13d-3 of the Act, is 149,950, which constitutes approximately 2.5% of the outstanding Depositary Shares. Controlling Persons PRB Because of his positions as sole trustee and as a trustor of BMT, PRB may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 58,050 Depositary Shares, which constitutes approximately 1.0% of the outstanding Depositary Shares. NLB Because of her position as a trustor of BMT, NLB may, pursuant to Rule 13d- 3 of the Act, be deemed to be the beneficial owner of 58,050 Depositary Shares, which constitutes approximately 1.0% of the outstanding Depositary Shares. SRB Because of his positions as a trustee and the sole trustor of SRBMT and by virtue of his power to revoke same, SRB may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 150,000 Depositary Shares, which constitutes approximately 2.5% of the outstanding Depositary Shares. To the best of the knowledge of the Reporting Persons, other than as set forth above, none of the persons named in Item 2 herein is the beneficial owner of any Depositary Shares. (c) Reporting Persons BMT Acting through its Trustee, BMT has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 58,050 Depositary Shares. SRBMT Acting through one of its Trustees and its sole Trustor, SRBMT has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 150,000 Depositary Shares. LMB LMB has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 149,950 Depositary Shares. Controlling Persons PRB In his capacity as Trustee of BMT, PRB has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 58,050 Depositary Shares. NLB NLB has no power to vote or to direct the vote or to dispose or to direct the disposition of any Depositary Shares. SRB Because of his position as a Trustee and the sole Trustor of SRBMT and by virtue of his power to revoke same, SRB has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 150,000 Depositary Shares. Item 5. Ownership of 5 Percent or Less of a Class. Not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person. No person other than the Item 2 Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares owned by them. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. Not applicable. Item 8. Identification and Classification of Members of the Group. Not applicable. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. By signing below I certify that to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. DATED: July 9, 1998 By: /s/ W. R. Cotham W. R. Cotham, Attorney-in-Fact for: THE BASS MANAGEMENT TRUST (1) SID R. BASS MANAGEMENT TRUST (2) LEE M. BASS (3) (1) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf of The Bass Management Trust previously has been filed with the Securities and Exchange Commission. (2) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf of Sid R. Bass Management Trust previously has been filed with the Securities and Exchange Commission. (3) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf of Lee M. Bass previously has been filed with the Securities and Exchange Commission. EXHIBIT INDEX EXHIBIT DESCRIPTION 99.1 Agreement and Power of Attorney pursuant to Rule 13d-1(k)(1)(iii), filed herewith. EX-99.1 2 JOINT FILING AGRMT AND POWER OF ATTORNEY FOR SCHED. 13G Exhibit 99.1 1. Joint Filing. Pursuant to Rule 13d-1(k)(1)(iii) of Regulation 13D-G of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the undersigned agrees that the statement to which this Exhibit is attached is filed on behalf of each of them in the capacities set forth below. 2. Power of Attorney. Know all persons by these presents that each person whose signature appears below constitutes and appoints W. R. Cotham, Mark L. Hart, Jr. and William P. Hallman, Jr., and each of them, as his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities, to sign any and all amendments to the Schedule 13G (including, without limitation, any initial or amended filing on Schedule 13D) and any reports filed pursuant to Section 16 of the Securities Exchange Act of 1934, filed on behalf of each of them with respect to their beneficial ownership of Freeport-McMoRan Copper & Gold, Inc., and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or such person or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. DATED: July 9, 1998 By: /s/ W. R. Cotham W. R. Cotham, Attorney-in-Fact for: THE BASS MANAGEMENT TRUST (1) SID R. BASS MANAGEMENT TRUST (2) LEE M. BASS (3) (1) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf of The Bass Management Trust previously has been filed with the Securities and Exchange Commission. (2) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf of Sid R. Bass Management Trust previously has been filed with the Securities and Exchange Commission. (3) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf of Lee M. Bass previously has been filed with the Securities and Exchange Commission. -----END PRIVACY-ENHANCED MESSAGE-----