CUSIP
No. 582411104
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1.
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Name
of Reporting Persons. I.R.S. Identification Nos. of above
persons (entity only).
James
R. Moffett
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
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WC
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or
2(e)
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6.
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Citizenship
or Place of Organization
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United
States
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
with
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7.
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Sole
Voting Power
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2,385,000
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8.
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Shared
Voting Power
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2,534,905
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9.
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Sole
Dispositive Power
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2,385,000
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10.
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Shared
Dispositive Power
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2,534,905
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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4,919,905
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Shares (See
Instructions)
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N/A
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13.
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Percent
of Class Represented by Amount in Row (11)
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9.0%
(1)
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14.
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Type
of Person Reporting (See Instructions)
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IN
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(1)
Based
on 34,693,060 shares of Common
Stock of the Issuer outstanding as of September 30, 2007, plus 16,887,500 shares
of Common Stock of the Issuer issued on November 7, 2007, options to acquire
2,385,000 shares of Common Stock of the Issuer held by the Reporting Person
and
preferred stock convertible into 470,428 shares of Common Stock of the Issuer
held by the Reporting Person.
This
Amendment No. 8 amends the Schedule 13D filed on July 3, 2002 (the “Original
Schedule 13D”), as amended by Amendment No. 1 to the Original Schedule 13D filed
on January 3, 2003, Amendment No. 2 filed on December 1, 2003, Amendment No.
3
filed on February 11, 2004, Amendment No. 4 filed on February 10, 2006,
Amendment No. 5 filed on May 26, 2006, Amendment No. 6 filed on February 1,
2007
and Amendment No. 7 filed on March 7, 2007 (collectively the “Amended Schedule
13D”) on behalf of James R. Moffett (the “Reporting Person”) to reflect the
purchase of additional shares of common stock and convertible preferred
stock.
Item
1. Security
and Issuer.
This
statement relates to the common
stock, par value $0.01 per shares (the “Common Stock”), of McMoRan Exploration
Co. (the “Issuer”), a Delaware corporation. The address of the
principal executive offices of the Issuer is 1615 Poydras Street, New Orleans,
Louisiana 70112.
Item
2. Identity
and Background.
(a),
(b), and
(c) This statement is filed by James R.
Moffett (the “Reporting Person”). The business address of the
Reporting Person is 1615 Poydras Street, New Orleans, Louisiana
70112. James R. Moffett is Co-Chairman of the Board of the Issuer,
which is engaged in the exploration, development and production of oil and
gas
offshore in the Gulf of Mexico and onshore in the Gulf Coast
region.
(d) The
Reporting Person has not been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) during the past five
years.
(e) The
Reporting Person has not been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws during
the past five years.
(f) The
Reporting Person is a United States citizen.
Item
3. Source
and Amount of Funds or Other Consideration.
On
November 2, 2007, the Reporting
Person, through Moffett Holdings, L.L.C., purchased a total of 500,000 shares
of
Common Stock for an aggregate purchase price of $6,200,000, including
commissions, and 70,000 shares of the Issuer’s 6.75% Mandatory Convertible
Preferred Stock for an aggregate purchase price of $7,000,000, including
commissions. Moffett Holdings, L.L.C. acquired the shares using
working capital on hand, and did not borrow any funds in connection with the
purchases.
Item
4. Purpose
of Transaction.
The
Reporting Person acquired the
shares of Common Stock described in Item 5 for investment
purposes. As of the date hereof, there are no plans or proposals that
the Reporting Person has that relate to or would result in (a) the acquisition
of securities of the Issuer or the disposition of securities of the Issuer;
(b)
an extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or
transfer of a material amount of assets of the Issuer or any of its
subsidiaries; (d) any change in the present board of directors or management
of
the Issuer; (e) any material change in the present capitalization or dividend
policy of the Issuer; (f) any other material change in the Issuer’s business or
corporate structure; (g) changes in the Issuer’s certificate of incorporation,
by-laws, or other instruments corresponding thereto or other actions that may
impede the acquisition of control of the Issuer by any person; (h) causing
any
change in the trading market of any class of securities of the Issuer; (i)
a
class of equity securities of the Issuer becoming eligible for termination
of
registration under the Securities Exchange Act of 1934; or (j) any action
similar to any of the matters enumerated above. James R. Moffett is
Co-Chairman of the Board of the Issuer. In the course of performing
his duties for the Issuer, Mr. Moffett may discuss one or more of the matters
enumerated above with the directors of the Issuer or the Issuer’s management or
may formulate a plan or proposal relating to one or more of the matters
enumerated above.
Item
5. Interest
in Securities of the Issuer.
(a),
(b),
and (d) As of the date hereof, James R. Moffett is the
beneficial owner of 4,919,905 shares of the Common Stock, which is approximately
9.0 of the outstanding shares of the Common Stock. Mr. Moffett has
the sole power to vote or to direct the vote and the sole power to dispose
or to
direct the disposition of 2,385,000 of such shares, which he has the right
to
acquire within 60 days upon the exercise of stock options. He shares
the power to vote or to direct the vote and shares the power to dispose or
to
direct the disposition of 2,534,905 of such shares. Of the shares as
to which Mr. Moffett shares voting and investment power (i) 2,534,045 shares
are
held by Moffett Holdings, L.L.C., which has the right to receive dividends
from,
and the proceeds from the sale of, such shares (470,428 of such shares are
issuable upon the conversion of convertible preferred stock) and (ii) 860 shares
are held by Mr. Moffett’s spouse, as to which shares Mr. Moffett disclaims
beneficial ownership.
(c) During
the past 60 days, the Reporting Person, through Moffett Holdings, L.L.C.,
purchased an aggregate of 500,000 shares of the Common Stock of the Issuer
for
$12.40 per share and 70,000 shares of the Issuer’s 6.75% Mandatory Convertible
Preferred Stock for $100 per share.
(e) Date
the Reporting Person ceased to beneficially own more than 5% of
shares:
Not
applicable
Item
6. Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of
the
Issuer.
The
Reporting Person is the Co-Chairman
of the Board of the Issuer. As of the date hereof, the Reporting
Person has the right to acquire 2,385,000 shares of Common Stock upon the
exercise of options granted pursuant to the Issuer’s stock option
plans.
Item
7. Material
to be Filed as Exhibits.
SIGNATURE
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.
November
7,
2007
/s/
James R. Moffett
Date James
R. Moffett
The
original statement shall be signed by each person on whose behalf the statement
is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of the filing person), evidence of the
representative’s authority to sign on behalf of such person shall be filed with
the statement: provided, however, that a power of attorney for this
purpose which is already on file with the Commission may be incorporated by
reference. The name and any title of each person who signs the
statement shall be typed or printed beneath his signature.
Attention
:
Intentional
misstatements or omissions of fact
constitute
Federal criminal violations (See 18 U.S.C. 1001)