Item 3. Legal Proceedings. - -------------------------- Although FRP may be from time to time involved in various legal proceedings of a character normally incident to the ordinary course of its businesses, FRP believes that potential liability in any such pending or threatened proceedings would not have a material adverse effect on the financial condition or results of operations of FRP. FRP, through FTX, maintains liability insurance to cover some, but not all, potential liabilities normally incident to the ordinary course of its businesses as well as other insurance coverages customary in its businesses, with such coverage limits as management deems prudent.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders. - ------------------------------------------------------------ Not applicable.
PART II
Item 5.
Item 5. Market for Registrant's Common Equity and Related Stockholder - ----------------------------------------------------------------------------- Matters. ------- The information set forth under the captions "FRP Units" and "Cash Distributions", on the inside back cover of FRP's 1994 Annual Report to unitholders is incorporated herein by reference. As of March 10, 1995, there were 17,453 record holders of FRP Units.
Item 6.
Item 6. Selected Financial Data. - --------------------------------
The information set forth under the caption "Selected Financial and Operating Data" on page 13 of FRP's 1994 Annual Report to unitholders is incorporated herein by reference.
FRP's ratio of earnings to fixed charges for each of the years 1990 through 1994 inclusive, was 16.5x, 4.4x, 1.0x, a shortfall of $233.5 million and 3.2x, respectively. For purposes of this calculation, earnings are income from continuing operations before fixed charges. Fixed charges are interest and that portion of rent deemed representative of interest.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and - ------------------------------------------------------------------------------- Results of Operations. ---------------------
The information set forth under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations", on pages 8 through 11 and 14 through 16, of FRP's 1994 Annual Report to unitholders, is incorporated herein by reference.
Item 8.
Item 8. Financial Statements and Supplementary Data. - ---------------------------------------------------- The financial statements of FRP, the notes thereto and the report thereon of Arthur Andersen LLP, appearing on pages 17 through 27 inclusive, of FRP's 1994 Annual Report to unitholders, are incorporated herein by reference.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and - -------------------------------------------------------------------------------- Financial Disclosure. --------------------
Not applicable.
PART III
Item 10.
Item 10. Directors and Executive Officers of the Registrant. - ------------------------------------------------------------
FRP has no directors; instead, the general partners in FRP, FTX and FMRP, perform comparable functions for FRP. In addition to the elected executive officers of FRP (the "Elected FRP Executive Officers"), certain employees of the general partners have management responsibilities with respect to FRP and are thus deemed by FRP to be executive officers of FRP (the "Designated FRP Executive Officers") for purposes of the federal securities laws.
The following table shows, as of March 15, 1995, the names, ages, positions with the general partners and principal occupations of the Elected FRP Executive Officers and the Designated FRP Executive Officers (collectively, the "FRP Executive Officers"):
Name Age Positions and Principal Occupations ---- --- ----------------------------------- Richard C. Adkerson 48 Senior Vice President of FTX.
John G. Amato 51 General Counsel of FRP. General Counsel of FTX. Director of FMRP.
Richard H. Block 44 Senior Vice President - Fertilizer Operations of FRP. Senior Vice President of FTX.
Thomas J. Egan 50 Senior Vice President of FTX.
Robert B. Foster 51 Senior Vice President - Sulphur Operations of FRP.
Charles W. Goodyear 37 Senior Vice President - Finance and Accounting and Chief Financial Officer of FRP. Senior Vice President of FTX. Director of FMRP.
W. Russell King 45 Senior Vice President of FTX.
Rene L. Latiolais 52 President and Chief Executive Officer of FRP. Director, President, and Chief Operating Officer of FTX. Director, Chairman of the Board, and President of FMRP.
George A. Mealey 61 Executive Vice President of FTX. Director, President, and Chief Executive Officer of Freeport-McMoRan Copper & Gold Inc., a subsidiary of FTX.
James R. Moffett 56 Director, Chairman of the Board, and Chief Executive Officer of FTX.
All of the individuals above have served FTX or FRP in various executive capacities for at least the last five years.
All Elected FRP Executive Officers and all officers of FTX serve at the pleasure of the Board of Directors of FTX. All officers of FMRP serve at the pleasure of the Board of Directors of FMRP.
According to (i) the Forms 3 and 4 and any amendments thereto filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 ("Section 16") and furnished to FRP during 1994 by persons subject to Section 16 at any time during 1994 with respect to securities of FRP ("FRP Section 16 Insiders"), (ii) the Forms 5 with respect to 1994 and any amendments thereto filed pursuant to Section 16 and furnished to FRP by FRP Section 16 Insiders, and (iii) the written representations from certain FRP Section 16 Insiders that no Form 5 with respect to the securities of FRP was required to be filed by such FRP Section 16 Insider, respectively, with respect to 1994, no FRP Section 16 Insider failed to file altogether or timely any Forms 3, 4, or 5 required by Section 16 with respect to the securities of FRP or to disclose on such Forms transactions required to be reported thereon.
Item 11.
Item 11. Executive Compensation. - --------------------------------
FRP does not employ any of the FRP Executive Officers, nor does it compensate them for their services. The FRP Executive Officers are either employed or retained by FTX. The President and Chief Executive Officer of FRP, Rene L. Latiolais, is employed by FTX. The four most highly compensated FRP Executive Officers other than Mr. Latiolais are James R. Moffett, Richard C. Adkerson, Charles W. Goodyear, and Robert B. Foster; they are also employed by FTX. The determination as to which FRP Executive Officers were the most highly compensated was made by reference to the total annual salary and bonus for 1994 of each of the FRP Executive Officers employed by FTX that was allocated to FRP by FTX pursuant to the FRP partnership agreement on the basis of time devoted to FRP activities.
The services of all the FRP Executive Officers and the services of the other officers of FRP are provided to FRP by FTX under the FRP partnership agreement. FRP reimburses FTX at FTX's cost, including allocated overhead, for such services. All the FRP Executive Officers are compensated exclusively by FTX for their services to FRP. All the FRP Executive Officers are eligible to participate in certain FTX benefit plans and programs. The total costs to FTX for the FRP Executive Officers, including the costs borne by FTX with respect to such plans and programs, are allocated to FRP, to the extent practicable, in proportion to the time spent by such FRP Executive Officers on FRP affairs. No other payment is made by FRP to FTX for providing such compensation and benefit plans and programs to the FRP Executive Officers.
Reference is made to the information set forth under the caption "Management" above and to the information set forth in Note 6 to the FRP Financial Statements.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management. - ------------------------------------------------------------------------ According to information furnished by each of the persons known to FRP to be a beneficial owner of more than 5% of Partnership Units, the number of Partnership Units beneficially owned by each of them as of December 31, 1994, was as follows:
Number of Partnership Units Percent Beneficially of Name and Address of Person Owned Class - -------------------------- ----- ----- Freeport-McMoRan Inc. 52,167,657(a) 50.9% 1615 Poydras Street New Orleans, Louisiana 70112
Vanguard/Windsor Fund, Inc. 5,798,300(b) 5.7% Post Office Box 2600 Valley Forge, Pennsylvania 19482-2600
- --------------- (a) These Partnership Units consist of 17,741 FRP Depositary Units and 52,149,916 FRP Unit Equivalents. FTX has sole voting and investment power with respect to such Partnership Units.
(b) Vanguard/Windsor Fund, Inc. has sole voting power and shared investment power as to all 5,798,300 Partnership Units.
The other general partner in FRP, FMRP, did not own beneficially any Partnership Units as of December 31, 1994.
According to information furnished by each of the Elected FRP Executive Officers and the Designated FRP Executive Officers (collectively, the "FRP Executive Officers"), the number of FRP Depositary Units and shares of FTX common stock ("FTX Shares") beneficially owned by each of them as of December 31, 1994, was as follows:
Number of Number of FRP Depositary Units FTX Shares Name of Individual Beneficially Beneficially or Identity of Group Owned(a) Owned(a) - -------------------- -------- -------- Richard C. Adkerson 0 289,170(b)(c) Robert B. Foster 41 118,308(b) Charles W. Goodyear 0 284,893(b)(d) Rene L. Latiolais 617(e) 640,893(b) James R. Moffett 65,439(f) 3,551,945(b)(f)
10 FRP Executive Officers as a group, including those persons named above 76,546(g) 5,971,120(g)
- --------------- (a) Except as otherwise noted, the individuals referred to have sole voting and investment power with respect to such FRP Depositary Units and FTX Shares. With the exception of Mr. Moffett, who beneficially owns 2.6% of the outstanding FTX Shares, each of the individuals referred to holds less than 1% of the outstanding FRP Depositary Units and FTX Shares, respectively.
(b) Includes FTX Shares held by the trustee under the Employee Capital Accumulation Program of FTX, as follows: Mr. Adkerson, 3,423 FTX Shares; Mr. Foster, 711 FTX Shares; Mr. Goodyear, 2,742 FTX Shares; Mr. Latiolais, 16,022 FTX Shares; Mr. Moffett, 23,742 FTX Shares; all FRP Executive Officers as a group (9 persons), 86,084 FTX Shares. Also includes FTX Shares that could be acquired within 60 days after December 31, 1994 upon the exercise of options granted pursuant to the employee stock option plans of FTX, as follows: Mr. Adkerson, 282,087 FTX Shares; Mr. Foster, 100,747 Shares; Mr. Goodyear, 282,087 FTX Shares; Mr. Latiolais, 454,898 FTX Shares; Mr. Moffett, 2,016,805 FTX Shares; all FRP Executive Officers as a group (10 persons), 4,024,586 FTX Shares.
(c) Includes 776 FTX Shares that may be acquired upon the conversion of 6.55% Convertible Subordinated Notes due January 15, 2001 of FTX held in trust for the benefit of Mr. Adkerson and 2,884 FTX Shares that may be acquired upon the conversion of Zero Coupon Convertible Subordinated Debentures due 2006 of FTX held in trust for the benefit of Mr. Adkerson.
(d) Includes 64 FTX Shares held in a retirement account for the benefit of Mr. Goodyear.
(e) Includes 483 FRP Depositary Units held for the benefit of Mr. Latiolais by the custodian under FRP's Depositary Unit Reinvestment Plan.
(f) Includes a total of 39,600 FRP Depositary Units and 214,648 FTX Shares held for the benefit of a trust with respect to which Mr. Moffett and an FRP Executive Officer, as co-trustees of such trust, have sole voting and investment power but have no beneficial interest therein. Mr. Moffett and such FRP Executive Officer disclaim beneficial ownership of such FRP Depositary Units and FTX Shares held for the benefit of such trust. Includes a total of 25,839 FRP Depositary Units and 85,140 FTX Shares held for the benefit of two trusts created by Mr. Moffett for the benefit of his two children, who are adults. An FRP Executive Officer and another individual, as co-trustees of the two trusts, have sole voting and investment power with respect to such FRP Depositary Units and FTX Shares held for the benefit of such trusts but have no beneficial interest therein. Mr. Moffett and such FRP Executive Officer disclaim beneficial ownership of such FRP Depositary Units and FTX Shares held for the benefit of such trusts. Includes a total of 88,000 FTX Shares held for the benefit of a trust created by Mr. Moffett for the benefit of an educational fund and his two children, who are adults. An FRP Executive Officer and another individual, as co-trustees of such trust, have sole voting and investment power with respect to such FTX Shares held for the benefit of such trust but have no beneficial interest therein. Mr. Moffett and such FRP Executive Officer disclaim beneficial ownership of such FTX Shares held for the benefit of such trust.
(g) See notes (b) through (f) above. Includes 6 FRP Depositary Units and 1,516 FTX Shares held in trust for the benefit of one of the FRP Executive Officers, 92 FTX Shares held in trust for the benefit of the spouse of such FRP Executive Officer as to which beneficial ownership is disclaimed, and a total of 2,300 FTX Shares held by such FRP Executive Officer as custodian as to which beneficial ownership is disclaimed. These total numbers of FRP Depositary Units and FTX Shares represent less than 1% of the outstanding FRP Depositary Units and approximately 4.2% of the outstanding FTX Shares, respectively.
Item 13.
Item 13. Certain Relationships and Related Transactions. - --------------------------------------------------------
Reference is made to the information set forth under the caption "Management" above, to the information set forth in Item 11 above and to the information set forth in Note 6 to the FRP Financial Statements.
PART IV
Item 14.
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K. - -------------------------------------------------------------------------- (a)(1), (a)(2), and (d). Financial Statements. Reference is made to the Index to Financial Statements appearing on page hereof.
(a)(3) and (c). Exhibits. Reference is made to the Exhibit Index beginning on page E-1 hereof.
(b). Reports on Form 8-K. No reports on Form 8-K were filed by the registrant during the fourth quarter of 1994.
SIGNATURES ---------- Pursuant to the requirements of Section 13 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, on March 22, 1995.
FREEPORT-McMoRan RESOURCE PARTNERS, LIMITED PARTNERSHIP
By: FREEPORT-McMoRan INC., Its Administrative Managing General Partner
By: /s/ James R. Moffett --------------------- James R. Moffett Chairman of the Board
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on March 22, 1995.
/s/ Rene L. Latiolais President and Chief Executive Officer - --------------------- Rene L. Latiolais of Freeport-McMoRan Resource Partners, Limited Partnership and Director of Freeport-McMoRan Inc. (Principal Executive Officer)
/s/ Charles W. Goodyear Senior Vice President and Chief - ----------------------- Charles W. Goodyear Financial Officer of Freeport-McMoRan Resource Partners, Limited Partnership (Principal Financial Officer)
/s/ Nancy D. Bonner Vice President and Controller of - ------------------- Nancy D. Bonner Freeport-McMoRan Resource Partners, Limited Partnership (Principal Accounting Officer)
Robert W. Bruce III* Director of Freeport-McMoRan Inc.
Thomas B. Coleman* Director of Freeport-McMoRan Inc.
William H. Cunningham* Director of Freeport-McMoRan Inc.
Robert A. Day* Director of Freeport-McMoRan Inc.
William B. Harrison, Jr.* Director of Freeport-McMoRan Inc.
Henry A. Kissinger* Director of Freeport-McMoRan Inc.
Bobby Lee Lackey* Director of Freeport-McMoRan Inc.
Gabrielle K. McDonald* Director of Freeport-McMoRan Inc.
/s/ James R. Moffett Director, Chairman of the Board - -------------------- James R. Moffett and Chief Executive Officer of Freeport-McMoRan Inc.
George Putnam* Director of Freeport-McMoRan Inc.
B. M. Rankin, Jr.* Director of Freeport-McMoRan Inc.
Benno C. Schmidt* Director of Freeport-McMoRan Inc.
J. Taylor Wharton* Director of Freeport-McMoRan Inc.
Ward W. Woods, Jr.* Director of Freeport-McMoRan Inc.
*By: /s/ James R. Moffett -------------------- James R. Moffett Attorney-in-Fact
-----------------------------
The financial statements of FRP, the notes thereto, and the report thereon of Arthur Andersen LLP, appearing on pages 17 through 27, inclusive, of FRP's 1994 Annual Report to unitholders are incorporated by reference.
The financial statement schedules listed below should be read in conjunction with such financial statements contained in FRP's 1994 Annual Report to unitholders.
Page ---- Report of Independent Public Accountants...................... III-Condensed Financial Information of Registrant............. VIII-Valuation and Qualifying Accounts........................
Schedules other than those listed above have been omitted, since they are either not required, not applicable or the required information is included in the financial statements or notes thereof.
* * *
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ----------------------------------------
We have audited, in accordance with generally accepted auditing standards, the financial statements as of December 31, 1994 and 1993 and for each of the three years in the period ended December 31, 1993 included in Freeport-McMoRan Resource Partners, Limited Partnership's annual report to unitholders incorporated by reference in this Form 10-K, and have issued our report thereon dated January 24, 1995. Our audits were made for the purpose of forming an opinion on those statements taken as a whole. The schedules listed in the index above are the responsibility of the Company's management and are presented for purposes of complying with the Securities and Exchange Commission's rules and are not part of the basic financial statements. The schedules for the years ended December 31, 1994, 1993 and 1992 have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, fairly state in all material respects the financial data required to be set forth therein in relation to the basic financial statements taken as a whole.
Arthur Andersen LLP
New Orleans, Louisiana, January 24, 1995
FREEPORT-McMoRan RESOURCE PARTNERS, LIMITED PARTNERSHIP SCHEDULE III - CONDENSED FINANCIAL INFORMATION OF REGISTRANT BALANCE SHEETS
December 31,
------------------------ 1994 1993 ---------- ---------- (In Thousands) ASSETS Current assets: Cash and short-term investments $ 8,409 $ 5,300 Accounts receivable: Customers 9,359 6,193 Other 12,134 12,811 Inventories: Products 25,443 31,458 Materials and supplies 6,150 7,877 Prepaid expenses and other 273 273 ---------- ---------- Total current assets 61,768 63,912 Property, plant and equipment-net 506,590 530,568 Investment in IMC-Agrico 397,937 494,883 Other assets 43,256 91,174 ---------- ---------- Total assets $1,009,551 $1,180,537 ========== ==========
LIABILITIES AND PARTNERS' CAPITAL Current liabilities: Accounts payable and accrued liabilities $ 29,877 $ 37,175 Current portion of long-term debt - - ---------- ---------- Total current liabilities 29,877 37,175 Long-term debt, less current portion 355,000 475,900 Reclamation and mine shutdown reserves 58,762 58,896 Accrued postretirement benefits and other liabilities 118,252 116,162 Partners' capital 447,660 492,404 ---------- ---------- Total liabilities and partners' capital $1,009,551 $1,180,537 ========== ==========
The footnotes contained in FRP's 1994 Annual Report to unitholders are an integral part of these statements.
FREEPORT-McMoRan RESOURCE PARTNERS, LIMITED PARTNERSHIP SCHEDULE III - CONDENSED FINANCIAL INFORMATION OF REGISTRANT STATEMENTS OF OPERATIONS
Years Ended December 31,
--------------------------------- 1994 1993 1992 -------- --------- -------- (In Thousands) Revenues $111,185 $ 424,717 $877,058 Cost of sales: Production and delivery 61,211 344,944 652,169 Depreciation and amortization 38,825 81,521 119,259 -------- --------- -------- Total cost of sales 100,036 426,465 771,428 Exploration expenses - 3,092 5,814 Provision for restructuring charges - 33,947 - Loss on valuation and sale of assets, net - 114,802 - General and administrative expenses 28,949 58,660 79,073 -------- --------- -------- Total costs and expenses 128,985 636,966 856,315 -------- --------- -------- Operating income (loss) (17,800) (212,249) 20,743 Interest expense, net (32,297) (12,293) (869) Equity in earnings of IMC-Agrico 136,671 1,037 - Other income, net (2,608) 1,094 337 -------- --------- ------- Income (loss) before changes in accounting principle 83,966 (222,411) 20,211 Cumulative effect of changes in accounting principle - (23,700) - -------- --------- -------- Net income (loss) $ 83,966 $(246,111) $ 20,211 ======== ========= ========
The footnotes contained in FRP's 1994 Annual Report to unitholders are an integral part of these statements.
FREEPORT-McMoRan RESOURCE PARTNERS, LIMITED PARTNERSHIP SCHEDULE III - CONDENSED FINANCIAL INFORMATION OF REGISTRANT STATEMENTS OF CASH FLOW
Years Ended December 31, ------------------------------- 1994 1993 1992 -------- --------- -------- (In Thousands) Cash flow from operating activities: Net income (loss) $ 83,966 $(246,111) $ 20,211 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Cumulative effect of changes in accounting principle - 23,700 - Depreciation and amortization 38,825 81,521 119,259 Other noncash charges to income 6,495 7,150 - Provision for restructuring charges, net of payments - 3,143 - Loss on valuation and sale of assets, net - 114,802 - Equity in (earnings) of IMC-Agrico (136,671) (1,037) - Cash distributions received from IMC- Agrico 233,617 - - (Increase) decrease in working capital, net of effect of acquisitions and dispositions: Accounts receivable (2,311) (1,552) 18,317 Inventories 7,058 (4,750) (9,983) Prepaid expenses and other - 1,933 (9,995) Accounts payable and accrued liabilities (389) 1,561 (3,011) Reclamation and mine shutdown expenditures (5,270) (9,980) (18,038) Other 5,056 2,935 3,301 --------- --------- -------- Net cash provided by (used in) operating activities 230,376 (26,685) 120,061 --------- --------- -------- Cash flow from investing activities: Capital expenditures: Main Pass (10,941) (37,427) (117,902) Other (290) (10,152) (86,815) Sale of assets 36,919 49,961 - Other 530 4,711 (5,219) -------- --------- -------- Net cash provided by (used in) investing activities 26,218 7,093 (209,936) -------- --------- -------- Cash flow from financing activities: Distributions to partners (127,368) (121,180) (151,210) Proceeds from debt 85,400 572,137 639,891 Repayment of debt (356,300) (433,164) (826,095) Purchase of partnerhsip units (1,342) - - Proceeds from sale of 8 3/4% Senior Subordinated Notes 146,125 - - Proceeds from sale of partnership units - - 430,534 -------- --------- -------- Net cash provided by (used in) financing activities (253,485) 17,793 93,120 -------- --------- -------- Net increase (decrease) in cash and short- term investments 3,109 (1,799) 3,245 Cash and short-term investments at beginning of year 5,300 7,099 3,854 -------- --------- -------- Cash and short-term investments at end of year $ 8,409 $ 5,300 $ 7,099 ======== ========= ========
Interest paid $ 25,094 $ 22,997 $ 19,818 ======== ========= ========
The footnotes contained in FRP's 1994 Annual Report to unitholders are an integral part of these statements.
FREEPORT-McMoRan RESOURCE PARTNERS, LIMITED PARTNERSHIP SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS for the years ended December 31, 1994, 1993 and 1992
Col. A Col. B Col. C Col. D Col. E - ----------------- ------------ ----------------------- --------- ---------- Additions
---------------------- Balance at Charged toCharged to Balance at Beginning of Costs and Other Other-Add End Description Period Expenses Accounts (Deduct) of Period - ----------------- ------------ --------------------- --------- ---------- (In Thousands) Reserves and allowances deducted from asset accounts:
Reclamation and mine shutdown reserves: 1994: Sulphur $57,287 $ 1,041 $ - $(3,223) $55,105 Fertilizer 38,437 2,310 - (3,064) 37,683 Oil 1,609 2,385 - (337) 3,657 ------- ------- ----- ------- ------- $97,333 $ 5,736 $ - $(6,624)(a) $96,445 ======= ======= ===== ======= ======= 1993: Sulphur $35,200 $27,562 $ - $(5,475) $57,287 Fertilizer 18,543 5,365 - 14,529 (b) 38,437 Oil 1,409 1,021 - (821) 1,609 ------- ------- ----- ------- ------- $55,152 $33,948 $ - $ 8,233 (c) $97,333 ======= ======= ===== ======= ======= 1992: Sulphur $29,715 $ 4,335 $ - $ 1,150 $35,200 Fertilizer 21,772 7,123 - (10,352) 18,543 Oil - 1,443 - (34) 1,409 ------- ------- ----- ------- ------- $51,487 $12,901 $ - $(9,236)(d) $55,152 ======= ======= ===== ======= =======
a. Includes expenditures of $11.2 million, net of a $4.6 million decrease in short-term payables.
b. Includes $19.7 million which represents FRP's proportionate share of IMC-Agrico liabilities (see Note 2 to the Financial Statements) in excess of the FRP contributed amounts.
c. Includes expenditures of $13.2 million, net of a $1.7 million decrease in short-term payables and the item discussed in Note b.
d. Includes expenditures of $21.2 million, net of a $12 million decrease in short-term payables.
Freeport-McMoRan Resource Partners, Limited Partnership Exhibit Index ------------- Sequentially Exhibit Numbered Number Page ------ ----
3.1 Amended and Restated Agreement of Limited Partnership of FRP dated as of May 29, 1987 (the "FRP Partnership Agreement") among FTX, Freeport Phosphate Rock Company and Geysers Geothermal Company, as general partners, and Freeport Minerals Company ("FMC"), as general partner and attorney-in-fact for the limited partners, of FRP. Incorporated by reference to Exhibit B to the Prospectus dated May 29, 1987 included in FRP's Registration Statement on Form S-1, as amended, as filed with the Commission on May 29, 1987 (Registration No. 33-13513).
3.2 Amendment to the FRP Partnership Agreement dated as of December 16, 1988 effected by FMC, as Administrative Managing General Partner, and FTX, as General Partner of FRP.
3.3 Amendment to the FRP Partnership Agreement dated as of March 29, 1990 effected by FMC, as Administrative Managing General Partner, and FTX, as Managing General Partner, of FRP. Incorporated by reference to Exhibit 19.2 to the Quarterly Report on Form 10-Q of FRP for the quarter ended March 31, 1990 (the "FRP 1990 First Quarter Form 10-Q").
3.4 Amendment to the FRP Partnership Agreement dated as of April 6, 1990 effected by FTX, as Administrative Managing General Partner of FRP. Incorporated by reference to Exhibit 19.3 to the FRP 1990 First Quarter Form 10-Q.
3.5 Amendment to the FRP Partnership Agreement dated as of January 27, 1992 between FTX, as Administrative Managing General Partner, and FMRP, as Managing General Partner, of FRP. Incorporated by reference to Exhibit 3.3 to the Annual Report on Form 10-K of FRP for the fiscal year ended December 31, 1991 (the "FRP 1991 Form 10-K").
3.6 Amendment to the FRP Partnership Agreement dated as of October 14, 1992 between FTX, as Administrative Managing General Partner, and FMRP, as Managing General Partner, of FRP. Incorporated by reference to Exhibit 3.4 to the Annual Report on Form 10-K of FRP for the fiscal year ended December 31, 1992 (the "FRP 1992 Form 10-K").
3.7 Amended and Restated Certificate of Limited Partnership of FRP dated June 12, 1986 (the "FRP Partnership Certificate"). Incorporated by reference to Exhibit 3.3 to FRP's Registration Statement on Form S-1, as amended, as filed with the Commission on June 20, 1986 (Registration No. 33- 5561).
3.8 Certificate of Amendment to the FRP Partnership Certificate dated as of January 12, 1989. Incorporated by reference to Exhibit 3.6 to the Annual Report on Form 10-K for the fiscal year ended December 31, 1993 (the "FRP 1993 Form 10-K").
3.9 Certificate of Amendment to the FRP Partnership Certificate dated as of December 29, 1989. Incorporated by reference to Exhibit 19.1 to the FRP 1990 First Quarter Form 10-Q.
3.10 Certificate of Amendment to the FRP Partnership Certificate dated as of April 12, 1990. Incorporated by reference to Exhibit 19.4 to the FRP 1990 First Quarter Form 10-Q.
4.1 Deposit Agreement dated as of June 27, 1986 (the "Deposit Agreement") among FRP, The Chase Manhattan Bank, N.A. ("Chase") and Freeport Minerals Company ("Freeport Minerals"), as attorney-in-fact of those limited partners and assignees holding depositary receipts for units of limited partnership interests in FRP ("Depositary Receipts"). Incorporated by reference to Exhibit 28.4 to the Current Report on Form 8-K of FTX dated July 11, 1986.
4.2 Resignation dated December 26, 1991 of Chase as Depositary under the Deposit Agreement and appointment dated December 27, 1991 of Mellon Bank, N.A. ("Mellon") as successor Depositary, effective January 1, 1992. Incorporated by reference to Exhibit 4.5 to the FRP 1991 Form 10-K.
4.3 Service Agreement dated as of January 1, 1992 between FRP and Mellon pursuant to which Mellon will serve as Depositary under the Deposit Agreement and Custodian under the Custodial Agreement. Incorporated by reference to Exhibit 4.6 to the FRP 1991 Form 10-K.
4.4 Amendment to the Deposit Agreement dated as of November 18, 1992 between FRP and Mellon. Incorporated by reference to Exhibit 4.4 to the FRP 1992 Form 10-K.
4.5 Form of Depositary Receipt. Incorporated by reference to Exhibit 4.5 to the FRP 1992 Form 10-K.
4.6 Custodial Agreement regarding the FRP Depositary Unit Reinvestment Plan among FTX, FRP and Chase, effective as of April 1, 1987 (the "Custodial Agreement"). Incorporated by reference to Exhibit 19.1 to the Quarterly Report on Form 10-Q of FRP for the quarter ended June 30, 1987.
4.7 FRP Depositary Unit Reinvestment Plan. Incorporated by reference to Exhibit 4.4 to the FRP 1991 Form 10-K.
4.8 Credit Agreement dated as of June 1, 1993 (the "FTX/FRP Credit Agreement") among FTX, FRP, the several banks which are parties thereto (the "FTX/FRP Banks") and Chemical Bank, as Agent (the "FTX/FRP Bank Agent"). Incorporated by reference to Exhibit 4.8 to the FRP 1993 Form 10-K.
4.9 First Amendment dated as of February 2, 1994 to the FTX/FRP Credit Agree- ment among FTX, FRP, the FTX/FRP Banks and the FTX/FRP Bank Agent. Incorporated by reference to Exhibit 4.9 to the FRP 1993 Form 10-K.
4.10 Second Amendment dated as of March 1, 1994 to the FTX/FRP Credit Agreement among FTX, FRP, the FTX/FRP Banks and the FTX/FRP Bank Agent. Incorporated by reference to Exhibit 4.10 to the FRP 1993 Form 10-K.
4.11 Third Consent and Waiver dated as of October 18, 1994 to the FTX/FRP Credit Agreement among FTX, FRP, the FTX/FRP Banks and the FTX/FRP Bank Agent.
4.12 Fourth Amendment, Consent and Limited Waiver dated as of November 23, 1994 to the FTX/FRP Credit Agreement among FTX, FRP, the FTX/FRP Banks and the FTX/FRP Bank Agent.
4.13 Subordinated Indenture as of October 26, 1990 between FRP and Manufacturers Hanover Trust Company ("MHTC") as Trustee, relating to $150,000,000 principal amount of 8 3/4% Senior Subordinated Notes due 2004 of FRP (the "Subordinated Indenture"). Incorporated by reference to Exhibit 4.11 to the FRP 1993 Form 10-K.
4.14 First Supplemental Indenture dated as of February 15, 1994 between FRP and Chemical Bank, as Successor to MHTC, as Trustee, to the Subordinated Indenture. Incorporated by reference to Exhibit 4.12 to the FRP 1993 Form 10-K.
10.1 Contribution Agreement dated as of April 5, 1993 between FRP and IGL (the "FRP-IGL Contribution Agreement"). Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of FRP dated July 15, 1993 (the "FRP July 15, 1993 Form 8-K").
10.2 First Amendment dated as of July 1, 1993 to the FRP-IGL Contribution Agreement. Incorporated by reference to Exhibit 2.2 to the FRP July 15, 1993 Form 8-K.
10.3 Amended and Restated Partnership Agreement dated as of July 1, 1993 among IMC-Agrico GP Company, Agrico, Limited Partnership and IMC-Agrico MP Inc. Incorporated by reference to Exhibit 2.3 to the FRP July 15, 1993 Form 8-K.
10.4 Parent Agreement dated as of July 1, 1993 among IGL, FRP, FTX and IMC- Agrico. Incorporated by reference to Exhibit 2.4 to the FRP July 15, 1993 Form 8-K.
10.5 Asset Purchase Agreement dated as of October 22, 1994 between FRP and Pennzoil Company (the "Asset Purchase Agreement"). Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of FRP dated January 18, 1995 (the "FRP January 18, 1995 8-K").
10.6 Amendment No. 1 dated as of January 3, 1995 to the Asset Purchase Agreement. Incorporated by reference to Exhibit 2.2 to the FRP January 18, 1995 8-K.
12.1 FRP Computation of Ratio of Earnings to Fixed Charges.
13.1 Those portions of the 1994 Annual Report to unitholders of FRP which are incorporated herein by reference.
21.1 Subsidiaries of FRP.
23.1 Consent of Arthur Andersen LLP dated March 22, 1995.
24.1 Powers of Attorney pursuant to which this report has been signed on behalf of certain directors of FTX.
27.1 FRP Financial Data Schedule