-----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, RBf+IhV9IKllGDvsoTR9/qxhbLHPmd2SfELMj4omscIGhi/23fD6wfx73P0IdGPR DNAvWkBxZ+D9j1LWWNsttQ== 0000897423-99-000157.txt : 19990615 0000897423-99-000157.hdr.sgml : 19990615 ACCESSION NUMBER: 0000897423-99-000157 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990611 GROUP MEMBERS: BASS MANAGEMENT TRUST GROUP MEMBERS: CFW-C, L.P. GROUP MEMBERS: LEE M. BASS GROUP MEMBERS: PERRY R. BASS, INC. 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 13D/A SEC ACT: SEC FILE NUMBER: 005-41332 FILM NUMBER: 99645271 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 13D/A BUSINESS ADDRESS: STREET 1: 201 MAIN STREET SUITE 3200 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 8173908400 SC 13D/A 1 FREEPORT MCMORAN COPPER & GOLD, INC. SCHED. 13D, AMEND. NO. 2 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D** Under the Securities Exchange Act of 1934 (Amendment No. 2)* Freeport-McMoRan Copper & Gold, Inc. (Name of Issuer) Gold-Denominated Preferred Stock, Series II, Par Value $0.10 per share (Title of Class of Securities) 35671D881 (Cusip Number) W. Robert Cotham 201 Main Street, Suite 2600 Fort Worth, Texas 76102 (817) 390-8400 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 9, 1999 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. *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 677,700 depositary shares, each representing 0.05 shares of Gold-Denominated Preferred Stock, Series II (the "Depositary Shares"), which constitutes approximately 15.7% of the total number of Depositary Shares outstanding. All ownership percentages set forth herein assume that there are 4,305,580 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. Source of Funds: 00 - Trust Funds 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: Texas 7. Sole Voting Power: -0- Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: -0- Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: -0- 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 0.0% 14. Type of Reporting Person: 00 - Trust 1. Name of Reporting Person: Perry R. Bass, Inc. 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: WC 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: Texas 7. Sole Voting Power: -0- Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: -0- Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: -0- 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 0.0% 14. Type of Reporting Person: CO 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. Source of Funds: 00 - Trust Funds 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: Texas 7. Sole Voting Power: -0- Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: -0- Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: -0- 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 0.0% 14. Type of Reporting Person: 00 - Trust 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. Source of Funds: PF 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: USA 7. Sole Voting Power: -0- Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: -0- Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: -0- 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 0.0% 14. Type of Reporting Person: IN 1. Name of Reporting Person: CFW-C, L.P. 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: WC 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: Texas 7. Sole Voting Power: 677,700 (1) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 677,700 (1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 677,700 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 15.7% 14. Type of Reporting Person: PN - ------------------------ (1) Power is exercised by its managing general partner, Thomas M. Taylor & Co. Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Act"), the undersigned hereby amend their Schedule 13D Statement dated October 25, 1996, as amended by Amendment No. 1 dated August 21, 1998 (the "Schedule 13D"), relating to the depositary shares representing 0.05 shares each of Gold- Denominated Preferred Stock, Series II, par value $0.10 per share (the "Stock"), of Freeport-McMoRan Copper & Gold, Inc. Unless otherwise indicated, all defined terms used herein shall have the same meanings respectively ascribed to them in the Schedule 13D. Item 2. IDENTITY AND BACKGROUND. Item 2 is hereby amended by adding at the end thereof the following: BMT, PRB, Inc., SRBMT and LMB shall not be Reporting Persons on future filings on Schedule 13D. Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Item 3 is hereby amended and restated in its entirety as follows: The source and amount of the funds used or to be used by the Reporting Persons to purchase Depositary Shares are as follows: REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS BMT Trust Funds (1) $ 2,311,792.92 PRB, Inc. Working Capital (2) $ 8,685,632.88 SRBMT Trust Funds (1) $ 2,404,593.40 LMB Personal Funds (3) $ 2,404,611.99 CFW-C Working Capital(2) $ 8,506,735.30 (1) As used herein, the term "Trust Funds" includes income from the various investments of the trust plus sums borrowed from banks and brokerage firm margin accounts for general purposes. None of the funds reported herein as "Trust Funds" were borrowed or otherwise obtained for the specific purpose of acquiring, handling, trading or voting the Depositary Shares. (2) As used herein, the term "Working Capital" includes income from the business operations of the entity plus sums borrowed from banks and brokerage firm margin accounts to operate such business in general. None of the funds reported herein as "Working Capital" were borrowed or otherwise obtained for the specific purpose of acquiring, handling, trading or voting the Depositary Shares. (3) As used herein, the term "Personal Funds" may include sums borrowed from banks and brokerage firm margin accounts, none of which were borrowed or otherwise obtained for the specific purpose of acquiring, handling, trading or voting the Depositary Shares. Item 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 is hereby amended and restated in its entirety as follows: (a) Reporting Persons BMT BMT does not beneficially own any of the Depositary Shares. PRB, Inc. PRB, Inc. does not beneficially own any of the Depositary Shares. SRBMT SRBMT does not beneficially own any of the Depositary Shares. LMB LMB does not beneficially own any of the Depositary Shares. CFW-C The aggregate number of Depositary Shares that CFW-C owns beneficially, pursuant to Rule 13d-3 of the Act, is 677,700, which constitutes approximately 15.7% of the outstanding Depositary Shares. Controlling Persons PRB PRB is not the beneficial owner of any of the Depositary Shares. NLB NLB is not the beneficial owner of any of the Depositary Shares. SRB SRB is not the beneficial owner of any of the Depositary Shares. TMT In its capacity as managing general partner of CFW-C, TMT may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 677,700 Depositary Shares, which constitutes approximately 15.7% of the outstanding Depositary Shares. Taylor In his capacity as President of TMT, managing general partner of CFW-C, Taylor may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 677,700 Depositary Shares, which constitutes approximately 15.7% of the outstanding Depositary Shares. To the best of the knowledge of each 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. (b) Reporting Persons BMT BMT has no power to vote or to direct the vote or to dispose or to direct the disposition of any of the Depositary Shares. PRB, Inc. PRB, Inc. has no power to vote or to direct the vote or to dispose or to direct the disposition of any of the Depositary Shares. SRBMT SRBMT has no power to vote or to direct the vote or to dispose or to direct the disposition of any of the Depositary Shares. LMB LMB has no power to vote or to direct the vote or to dispose or to direct the disposition of any of the Depositary Shares. CFW-C Acting through its managing general partner, CFW-C has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 677,700 Depositary Shares. Controlling Persons PRB PRB has no power to vote or to direct the vote or to dispose or to direct the disposition of any of the 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 SRB has no power to vote or to direct the vote or to dispose or to direct the disposition of any of the Depositary Shares. TMT In its capacity as managing general partner of CFW-C, TMT has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 677,700 Depositary Shares. Taylor In his capacity as President of TMT, managing general partner of CFW-C, Taylor has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 677,700 Depositary Shares. (c) During the past 60 days, the Reporting Persons have sold Depositary Shares in transactions effected on the Bermuda Stock Exchange and the Tokyo Stock Exchange, as follows: REPORTING NO. OF SHARES PRICE PER PERSON DATE SOLD SHARE SRBMT 06-09-99 81,000 $12.86 LMB 06-09-99 81,000 12.86 BMT 06-09-99 76,000 12.86 PRB, Inc. 06-09-99 191,000 12.86 Except as set forth in this paragraph (c), to the best of the knowledge of each of the Reporting Persons, none of the persons named in response to paragraph (a) has effected any transactions in Depositary Shares during the past 60 days. (d) Each of the Reporting Persons affirms that no person other than such Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Depositary Shares owned by such Reporting Person. (e) Not Applicable. Item 7. MATERIAL TO BE FILED AS EXHIBITS. Item 7 is hereby amended and restated in its entirety as follows: Exhibit 99.1 -- Agreement and Power of Attorney pursuant to Rule 13d-1(k)(1)(iii), previously filed. Exhibit 99.2 -- Agreement and Power of Attorney pursuant to Rule 13d-1(k)(1)(iii), previously filed. 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: June 11, 1999 PERRY R. BASS, INC. By: /s/ W. R. Cotham W. R. Cotham, Vice President and Secretary /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) CFW-C, L.P. By: Thomas M. Taylor & Co., managing general partner By: /s/ W.R. Cotham W.R. Cotham, Vice President (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), previously filed. 99.2 Agreement and Power of Attorney pursuant to Rule 13d-1(k)(1)(iii), previously filed. -----END PRIVACY-ENHANCED MESSAGE-----