-----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, ImD/rRoqPsXdnELc4Pj5lgXf/uTxyMgbVTPHttpsydlpKOZzh1UjVSavnB7Ia04i p7hbxPI9Nm4VOjqJU8gJ+w== 0000899983-98-000027.txt : 19980903 0000899983-98-000027.hdr.sgml : 19980903 ACCESSION NUMBER: 0000899983-98-000027 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980902 SROS: NYSE GROUP MEMBERS: GOTHAM INTERNATIONAL ADVISORS, L.L.C. GROUP MEMBERS: GOTHAM PARTNERS II, L.P. GROUP MEMBERS: GOTHAM PARTNERS III, L.P. GROUP MEMBERS: GOTHAM PARTNERS LP /NY/ GROUP MEMBERS: GOTHAM PARTNERS, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FREEPORT MCMORAN SULPHUR INC CENTRAL INDEX KEY: 0001046204 STANDARD INDUSTRIAL CLASSIFICATION: MINING, QUARRYING OF NONMETALLIC MINERALS (NO FUELS) [1400] IRS NUMBER: 721392855 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-52287 FILM NUMBER: 98703241 BUSINESS ADDRESS: STREET 1: 1615 POYDRAS ST CITY: NEW ORLEANS STATE: LA ZIP: 70112 BUSINESS PHONE: 5045824000 MAIL ADDRESS: STREET 1: 1615 POYDRAS ST CITY: NEW ORLEANS STATE: LA ZIP: 70112 FORMER COMPANY: FORMER CONFORMED NAME: FREEPORT SULPHUR CO DATE OF NAME CHANGE: 19970916 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GOTHAM PARTNERS LP /NY/ CENTRAL INDEX KEY: 0000899983 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 363593298 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 110 EAST 42ND ST 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2122860300 MAIL ADDRESS: STREET 1: 110 EAST 42 ND ST 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D/A 1 SCHEDULE 13D Under the Securities Exchange Act of 1934 Amendment #3 Freeport McMoRan Sulphur, Inc. (Name of Issuer) Common Stock, $.01 par value (Title of class of securities) 35671R104 (CUSIP Number) Peter A. Nussbaum, Esq. Schulte Roth & Zabel LLP 900 Third Avenue New York, New York 10022 (212) 756-2000 (Name, address and telephone number of person authorized to receive notices and communications) August 31, 1998 (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 [ ]. Check the following box if a fee is being paid with the statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. * 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). SCHEDULE 13D CUSIP No. 35671R104 Page 2 of 10 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Gotham Partners, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x] GROUP* (b) [ ] 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 New York NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 0 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF REPORTING PERSON* PN SCHEDULE 13D CUSIP No. 35671R104 Page 3 of 10 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Gotham Partners II, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x] GROUP* (b) [ ] 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 New York NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 0 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF REPORTING PERSON* PN SCHEDULE 13D CUSIP No. 35671R104 Page 4 of 10 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Gotham International Advisors, L.L.C. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x] GROUP* (b) [ ] 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 Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 0 9 SOLE DISPOSITIVE POWER REPORTING 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% 14 TYPE OF REPORTING PERSON* OO; IA SCHEDULE 13D CUSIP No. 35671R104 Page 5 of 10 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Gotham Partners III, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x] GROUP* (b) [ ] 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 New York NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 0 9 SOLE DISPOSITIVE POWER REPORTING 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% 14 TYPE OF REPORTING PERSON* PN Page 6 of 10 Pages Item 1. Security and Issuer This Amendment No. 3 amends and supplements the statement on Schedule 13D (the "Statement") relating to the Common Stock, $.01 par value ("Common Stock"), of Freeport McMoRan Sulphur Inc., a Delaware corporation (the "Company") previously filed by Gotham Partners, L.P., a New York limited partnership ("Gotham"), Gotham Partners II, L.P., a New York limited partnership ("Gotham II") and Gotham International Advisors, L.L.C., a Delaware limited liability company ("Gotham Advisors"). Capitalized terms used and not defined in this Amendment have the meanings set forth in the Statement. Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Statement. Item 2 is hereby amended and restated in its entirety as follows. Item 2. Identity and Background This Statement is being filed by Gotham with respect to shares of Common Stock owned by it, Gotham II with respect to shares of Common Stock owned by it, Gotham Partners III, L.P., a New York limited partnership ("Gotham III") with respect to shares of Common Stock owned by it and Gotham Advisors with respect to shares of Common Stock owned by Gotham International. Gotham, Gotham II, Gotham III and Gotham Advisors are together the "Reporting Persons". Effective July 1, 1998, Gotham converted to a Section 3(c)(7) exempt entity from a Section 3(c)(1) exempt entity under the Investment Company Act of 1940, as recently amended (the "Act"). Gotham III was created in connection with Gotham's conversion in order to provide an investment entity for those limited partners of Gotham who did not meet the definition of a "qualified purchaser" set forth in Section 2(a)(51) of the Act. Only "qualified purchasers" may invest in Section 3(c)(7) exempt entities. Gotham distributed approximately 1.09% of its assets and liabilities to withdrawing limited partners, who contributed such assets and liabilities to Gotham III in return for limited partnership interest therein. Each of Gotham, Gotham II and Gotham III was formed to engage in the buying and selling of securities for investment for it's own account. Gotham Advisors was formed for the purpose of providing a full range of investment advisory services, including acting as the investment manager of one or more investment funds or other similar entities, including Gotham International. Page 7 of 10 Pages Item 3 is hereby amended to add the following information. Item 3. Source and Amount of Funds or Other Consideration The aggregate sale price of the Common Stock sold by Gotham, Gotham II, Gotham III and Gotham International and reported in this Amendment No. 3 was $8,375,493, $69,249, $84,331 and $1,947,713, respectively. Item 5 is hereby amended to give effect to transactions in Item 2 and 3. Item 5. Interest in Securities of the Issuer (a) Gotham owns 0 shares of Common Stock as of the date of this Amendment, representing an aggregate of approximately 0% of the outstanding Common Stock of the Company. Gotham II owns 0 shares of Common Stock as of the date of this Amendment, representing an aggregate of approximately 0% of the outstanding Common Stock of the Company. Gotham III owns 0 shares of Common Stock as of the date of this Amendment, representing an aggregate of approximately 0% of the outstanding Common Stock of the Company. Gotham International owns 0 shares of Common Stock as of the date of this Amendment, representing an aggregate of approximately 0% of the outstanding Common Stock of the Company. The percentages in this paragraph are calculated based upon 9,740,603 outstanding shares of Common Stock of the Company, as reported in the Company's Form 10-Q for the quarter ended June 30, 1998. None of Gotham Advisors, Section H, Karenina, DPB, Mr. Ackman or Mr. Berkowitz beneficially own any Common Stock (other than the Common Stock beneficially owned by Gotham, Gotham II and Gotham International). (b) Pursuant to the Investment Management Agreement, Gotham Advisors currently has the power to vote and to dispose of all of the Common Stock beneficially owned by Gotham International. Page 8 of 10 Pages c) The tables below set forth information with respect to all transfers and sales of Common Stock by Gotham, Gotham II, Gotham III and Gotham International during the last sixty days. In each case, the transactions were effected through open-market purchases, except for the transfer(*) arising from the transaction in Item 2. Date Shares of Common Price per Share Stock (Sold) Gotham 7/01/98 (9,433)* 13.25 8/31/98 (936,856) 8.94 Gotham II 8/31/98 (7,746) 8.94 Gotham III 7/01/98 9,433* 13.25 8/31/98 (9,433) 8.94 Gotham International 8/31/98 (217,865) 8.94 Except as described above, none of Gotham, Gotham II, Gotham III, Gotham International, Gotham Advisors, Section H, Karenina, DPB, Mr. Ackman or Mr. Berkowitz has effected any transactions in the securities of the Company since the last filing. (e) The Reporting Persons ceased to be the beneficial owner of more than 5% of the Common Stock on August 31, 1998. Page 9 of 10 Pages After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. September 2, 1998 GOTHAM PARTNERS, L.P. By: Section H Partners, L.P. its general partner By: DPB Corporation, a general partner of Section H Partners, L.P. By: /s/ David P. Berkowitz David P. Berkowitz President GOTHAM PARTNERS II, L.P. By: Section H Partners, L.P. its general partner By: DPB Corporation, a general partner of Section H Partners, L.P. By: /s/ David P. Berkowitz David P. Berkowitz President GOTHAM PARTNERS III, L.P. By: Section H Partners, L.P. its general partner By: DPB Corporation, a general partner of Section H Partners, L.P. By: /s/ David P. Berkowitz David P. Berkowitz President GOTHAM INTERNATIONAL ADVISORS, L.L.C. By: /s/ David P. Berkowitz David P. Berkowitz Senior Managing Member EX-99 2 JOINT ACQUISITION STATEMENT Page 10 of 10 Pages EXHIBIT 1 JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(f)1 The undersigned acknowledge and agree that the foregoing statement on Schedule 13D, as amended, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D, as amended, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is inaccurate. September 2, 1998 GOTHAM PARTNERS, L.P. By: Section H Partners, L.P. its general partner By: DPB Corporation, a general partner of Section H Partners, L.P. By: /s/ David P. Berkowitz David P. Berkowitz President GOTHAM PARTNERS II, L.P. By: Section H Partners, L.P. its general partner By: DPB Corporation, a general partner of Section H Partners, L.P. By: /s/ David P. Berkowitz David P. Berkowitz President GOTHAM PARTNERS III, L.P. By: Section H Partners, L.P. its general partner By: DPB Corporation, a general partner of Section H Partners, L.P. By: /s/ David P. Berkowitz David P. Berkowitz President GOTHAM INTERNATIONAL ADVISORS, L.L.C. By: /s/ David P. Berkowitz David P. Berkowitz Senior Managing Member -----END PRIVACY-ENHANCED MESSAGE-----