SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 1*)
Southern Union Company
(Name of Issuer)
Common Stock, Par Value $1.00 per Share
(Title of Class of Securities)
844028100
(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)
December 30, 1997
(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 1,815,364 shares, which
constitutes approximately 10.6% of the total number of shares outstanding. All
ownership percentages set forth herein assume that there are 17,123,331 shares
outstanding.
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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: 932,593 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 932,593 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
932,593 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 5.4%
14. Type of Reporting Person: 00 - Trust
- ----------
(1) Power is exercised through one of its trustees, Sid R. Bass.
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1. Name of Reporting Person:
Sid R. Bass
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
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: 932,593 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 932,593 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
932,593 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 5.4%
14. Type of Reporting Person: IN
- ----------
(1) Solely in his capacity as a trustee and the sole trustor of Sid R. Bass
Management Trust and by virtue of his power to revoke same.
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1. Name of Reporting Person:
The Bass Foundation
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
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: 40,869 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 40,869 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
40,869 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.2%
14. Type of Reporting Person: CO
- ----------
(1) Power is exercised through its President, Perry R. Bass.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Perry R. Bass
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
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: 40,869 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 40,869 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
40,869 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.2%
14. Type of Reporting Person: IN
- ----------
(1) Solely in his capacity as President of The Bass Foundation.
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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: 761,680 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 761,680 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
761,680 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 4.4%
14. Type of Reporting Person: IN
- ----------
(1) Solely in his capacity as President of the Lee and Ramona Bass Foundation
with respect to 40,869 shares.<PAGE>
<PAGE>
1. Name of Reporting Person:
Lee and Ramona Bass Foundation
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
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: 40,869 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 40,869 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
40,869 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.2%
14. Type of Reporting Person: CO
- ----------
(1) Power is exercised through its President, Lee M. Bass.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Bass Enterprises Production Co.
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: 80,222 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 80,222 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
80,222 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.5%
14. Type of Reporting Person: CO
<PAGE>
<PAGE>
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 February 6,
1990, (the "Schedule 13D"), relating to the Common Stock, par value $1.00 per
share, of Southern Union Company. Unless otherwise indicated, all defined terms
used herein shall have the same meanings respectively ascribed to them in the
Schedule 13D. Pursuant to Item 101(a)(2)(ii) of Regulation S-T, this filing
includes a composite of all paper filings to date made by the Reporting Persons
(as hereinafter defined) on Schedule 13D with respect to such securities.
ITEM 1. SECURITY AND ISSUER.
This statement relates to shares of Common Stock, par value $1.00 per share
(the "Stock"), of Southern Union Company (the "Issuer"). The principal
executive offices of the Issuer are located at 504 Lavaca Street, Eighth Floor,
Austin, Texas 78701.
ITEM 2. IDENTITY AND BACKGROUND.
(a) 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 13D Statement on behalf of the
Sid R. Bass Management Trust ("SRBMT"), Sid R. Bass ("SRB"), The Bass Foundation
("BF"), Perry R. Bass ("PRB"), Lee M. Bass ("LMB"), Lee and Ramona Bass
Foundation ("LRBF"), and Bass Enterprises Production Co. (successor by merger
to Bass Hawaii, Inc.), a Texas corporation ("BEPCO"). SRBMT, SRB, BF, PRB, LMB,
LRBF, and BEPCO are sometimes hereinafter collectively referred to as the
"Reporting Persons." The Reporting Persons are making this single, joint filing
because they may be deemed to constitute a "group" within the meaning of Section
13(d)(3) of the Act, although neither the fact of this filing nor anything
contained herein shall be deemed to be an admission by the Reporting Persons
that a group exists.
(b)-(c)
SRBMT is a revocable trust existing under the laws of the State of Texas.
The address of SRBMT is 201 Main Street, Suite 2700, Fort Worth, Texas 76102.
Pursuant to Instruction C to Schedule 13D of the Act, information with respect
to PRB, SRB and LMB, the Trustees of SRBMT, is set forth below.
PRB's business address is 201 Main Street, Suite 2700, Fort Worth, Texas
76102, and his principal occupation or employment is serving as the President
of Perry R. Bass, Inc. ("PRB, Inc.").
PRB, Inc. is a Texas corporation. PRB, Inc.'s principal businesses are the
ownership of oil and gas properties, ranching, investing in marketable
securities and real estate investment. The principal business address of PRB,
Inc., which also serves as its principal office, is 201 Main Street, Suite 2700,
Fort Worth, Texas 76102.
SRB
SRB's business address is 201 Main Street, Suite 2700, Fort Worth, Texas
76102, and his present principal occupation or employment is serving as the
President of Sid R. Bass, Inc. ("SRB, Inc.").
SRB, Inc. is a Texas corporation. SRB, Inc.'s principal businesses are the
ownership and operation of oil and gas properties (through Bass Enterprises
Production Co. ["BEPCO"]), the ownership and operation of gas processing plants
and carbon black plants (through Sid Richardson Carbon Gasoline Co. ["Carbon
Co."]), farming and ranching, investing in marketable securities and real estate
investment and development. The principal business address of SRB, Inc., which
also serves as its principal office, is 201 Main Street, Suite 2700, Fort Worth,
Texas 76102.
BF
BF is a Texas non-profit corporation. BF's business address is 201 Main
Street, Suite 3200, Fort Worth, Texas 76102. The names, business addresses and
principal occupations of each of the directors and executive officers of BF,
each of whom is a United States citizen, are set forth below:
Name/Address Position Principal Occupation
Perry R. Bass Director and See above.
President
Nancy L. Bass Director and Not presently
45 Westover Road Vice President employed.
Fort Worth, Texas 76107
(residence)
Edward M. Bass Director and President of Thru
201 Main St., Suite 3200 Vice President Line Inc.
Fort Worth, Texas 76102
Lee M. Bass Director and See below.
Vice President
Thru Line Inc. ("TLI") is a Texas corporation. TLI's principal businesses
are the ownership and operation of oil and gas properties (through BEPCO), the
ownership and operation of gas processing plants and carbon black plants
(through various partnerships), farming and ranching, investing in marketable
securities and real estate investment and development. The principal business
address of TLI, which also serves as its principal office, is 201 Main Street,
Suite 2700, Fort Worth, Texas 76102.
LMB
LMB's business address is 201 Main Street, Suite 2700, Fort Worth, Texas
76102, and his present principal occupation or employment at such address is
serving as the president of Lee M. Bass, Inc. ("LMB, Inc.").
LMB, Inc. is a Texas corporation. LMB, Inc.'s principal businesses are the
ownership and operation of oil and gas properties (through BEPCO), the ownership
and operation of gas processing plants and carbon black plants (through various
partnerships), farming and ranching, investing in marketable securities and real
estate investment and development. The principal business address of LMB, Inc.,
which also serves as its principal office, is 201 Main Street, Suite 2700, Fort
Worth, Texas 76102.
LRBF
LRBF is a Texas non-profit corporation. The address of LRBF is 201 Main
Street, Suite 3200, Fort Worth, Texas 76102. The names, business addresses and
principal occupations of each of the directors and executive officers of LRBF,
each of whom is a United States citizen, are set forth below:
Name/Address Position Principal Occupation
Lee M. Bass Director and See above.
President
Ramona S. Bass Director and Not presently
820 Rivercrest Road Vice President employed.
Fort Worth, Texas 76107
(residence)
William P. Hallman, Jr. Director and Practice of law as a
201 Main St., Suite 2500 Secretary Director and Share-
Fort Worth, Texas 76102 holder of Kelly,
Hart & Hallman, P.C.
("KHH")
KHH
KHH is a Texas professional corporation. The principal business address
of KHH is 201 Main Street, Suite 2500, Fort Worth, Texas 76102.
BEPCO
BEPCO is a Texas corporation, the principal business of which is oil
exploration and drilling and producing hydrocarbons. The principal address of
BEPCO, which also serves as its principal office, is 201 Main Street, Suite
2700, Fort Worth, Texas 76102. The names, business addresses and principal
occupations of each of the directors and executive officers of BEPCO, each of
whom is a United States citizen, are set forth below:
Name/Address Position Principal Occupation
Sid R. Bass Chairman See above.
William H. Medary President President of BEPCO
201 Main Street, Suite 2700
Fort Worth, Texas 76102
W. Robert Cotham Vice President, Vice President-Controller
201 Main Street, Suite 2700 Controller of BEPCO
Fort Worth, Texas 76102 and Secretary
Peter Sterling Vice President Vice President - Finance
201 Main St., Suite 2700 of each of Sid R. Bass,
Fort Worth, Texas 76102 Inc. and Lee M. Bass, Inc.
(d) None of the entities or persons identified in this Item 2 has, during
the last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) None of the entities or persons identified in this Item 2 has, during
the last five years, 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.
(f) All of the natural persons identified in this Item 2 are citizens of
the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
All shares of the Stock reported herein were acquired by the Reporting
Persons pursuant to the Amended and Restated Cash Merger Agreement ("Merger
Agreement") among the Issuer, Metro Mobile CTS, Inc. ("Metro Mobile") and SU
Acquisition, Inc. ("Newco") dated 10, 1989, or were acquired as stock dividends
paid on the shares acquired pursuant to the Merger Agreement. Pursuant to the
Merger Agreement, Metro Mobile declared a dividend on its Class A common stock
and Class B common stock payable in the amount of one share of Newco common
stock for every four shares of any combination of Class A and/or Class B common
stock. Subsequent to this distribution, Newco was merged into the Issuer and
the Newco common stock previously distributed to the shareholders of Metro
Mobile was converted into an equal number of shares of the stock.
Metro Mobile CTS, in which SRBMT and LMB are limited partners and in which
BEPCO is a general partner, owns shares of the Class A and Class B common stock
of Metro Mobile. Immediately prior to the merger of Newco into the Issuer,
Metro Mobile CTS distributed to its partners the shares of the Newco common
stock it had acquired as a dividend from Metro Mobile. Thus, SRBMT, LMB and
BEPCO received shares of the Stock from the conversion of Newco common stock
into shares of the Stock pursuant to the merger of Newco into the Issuer.
The Reporting Persons have not expended any funds or other consideration
to acquire the shares of Stock.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Persons acquired the shares of the Stock reported herein for
investment purposes. Consistent with such purposes, the Reporting Persons may
in the future have discussions with management, other shareholders of the Issuer
and other persons regarding long-term shareholder value.
Depending on market conditions and other factors that each of the Reporting
Persons may deem material to its investment decision, such Reporting Person may
purchase additional shares of the Stock in the open market or in private
transactions. Depending on these same factors, such Reporting Person may sell
all or a portion of the shares of the Stock that it now owns or hereafter may
acquire.
Except as set forth in this Item 4, the Reporting Persons have no present
plans or proposals that relate to or that would result in any of the actions
specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Act.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)
SRBMT
The aggregate number of shares of the Stock that SRBMT owns beneficially,
pursuant to Rule 13d-3 of the Act, is 932,593, which constitutes approximately
5.4% of the outstanding shares of the Stock.
SRB
Because of his positions as a trustee 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 932,593 shares of the Stock, which constitutes approximately
5.4% of the outstanding shares of the Stock.
BF
The aggregate number of shares of the Stock that BF owns beneficially,
pursuant to Rule 13d-3 of the Act, is 40,869, which constitutes approximately
0.2% of the outstanding shares of the Stock.
PRB
Because of his position as President of The Bass Foundation, PRB may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
40,869 shares of the Stock, which constitutes approximately 0.2% of the
outstanding shares of the Stock.
LMB
The aggregate number of shares of the Stock that LMB owns beneficially,
pursuant to Rule 13d-3 of the Act, is 761,680, which constitutes approximately
4.4% of the outstanding shares of the Stock.
LRBF
The aggregate number of shares of the Stock that LRBF owns beneficially,
pursuant to Rule 13d-3 of the Act, is 40,869, which constitutes approximately
0.2% of the outstanding shares of the Stock.
BEPCO
The aggregate number of shares of the Stock that BEPCO owns beneficially,
pursuant to Rule 13d-3 of the Act, is 80,222, which constitutes approximately
0.5% of the outstanding shares of the Stock.
To the best of the knowledge of each of the Reporting Persons, other than
is set forth above, none of the persons named in Item 2 herein is the beneficial
owner of any shares of the Stock.
(b)
SRBMT
Acting through one of its Trustees, SRBMT has the sole power to vote or to
direct the vote or to direct the vote and to dispose or to direct the
disposition of 932,593 shares of the Stock.
SRB
Acting in his capacity as a Trustee of SRBMT, SRB has the sole power to
vote or to direct the vote and to dispose or to direct the disposition of
932,593 shares of the Stock.
BF
BF has the sole power to vote or to direct the vote and to dispose or to
direct the disposition of 40,869 shares of the Stock.
PRB
Acting in his capacity as President of BF, PRB has the sole power to vote
or to direct the vote and to dispose or to direct the disposition of 40,869
shares of the Stock.
LMB
LMB has the sole power to vote or to direct the vote and to dispose or to
direct the disposition of 761,680 shares of the Stock.
LRBF
LRBF has the sole power to vote or to direct the vote and to dispose or to
direct the disposition of 40,869 shares of the Stock.
BEPCO
BEPCO has the sole power to vote or to direct the vote and to dispose or
to direct the disposition of 80,222 shares of the Stock.
(c) The Reporting Persons received shares of the Stock on December 10,
1997, pursuant to the Issuer's declaration of a Stock dividend payable on that
date, as follows:
Reporting Person No. of Shares
SRBMT 44,409
LMB 44,409
BEPCO 3,820
On December 30, 1997, LMB gifted an aggregate of 211,782 shares of the
Stock to various institutions, including 40,869 shares to each of BF and LRBF.
Except as set forth in Item 5(c) herein, 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 shares of the Stock during the
past sixty(60) days.
(d) No persons other than the Reporting Persons have the right to receive
or to direct the receipt of dividends from, or the proceeds from the sale of,
the shares of Stock owned by them.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Except as set forth herein or in the Exhibits filed or to be filed
herewith, there are no contracts, arrangements, understandings or relationships
with respect to the shares of the Stock owned by the Reporting Persons.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.1 -- Agreement and Power of Attorney pursuant to Rule
13d-1(f)(1)(iii) filed herewith.
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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: January 8, 1998
By: /s/ W. R. Cotham
W. R. Cotham,
Attorney-in-Fact for:
SID R. BASS MANAGEMENT TRUST (1)
SID R. BASS (2)
PERRY R. BASS (3)
LEE M. BASS (4)
THE BASS FOUNDATION
By: /s/ William P. Hallman, Jr.
William P. Hallman, Jr., Secretary
LEE AND RAMONA BASS FOUNDATION
By: /s/ William P. Hallman, Jr.
William P. Hallman, Jr., Secretary
BASS ENTERPRISES PRODUCTION CO.
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 Sid R. 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 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
Perry R. Bass previously has been filed with the Securities and Exchange
Commission.
(4) 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.
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
99.1 Agreement and Power of Attorney pursuant to
Rule 13d-1(f)(1)(iii), filed herewith
Exhibit 99.1
1. Joint Filing. Pursuant to Rule 13d-1(f)(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. Robert 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 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
Kirby Corporation, 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: January 8, 1998
By: /s/ W. R. Cotham
W. R. Cotham,
Attorney-in-Fact for:
SID R. BASS MANAGEMENT TRUST (1)
SID R. BASS (2)
PERRY R. BASS (3)
LEE M. BASS (4)
THE BASS FOUNDATION
By: /s/ William P. Hallman, Jr.
William P. Hallman, Jr., Secretary
LEE AND RAMONA BASS FOUNDATION
By: /s/ William P. Hallman, Jr.
William P. Hallman, Jr., Secretary
BASS ENTERPRISES PRODUCTION CO.
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 Sid R. 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 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
Perry R. Bass previously has been filed with the Securities and Exchange
Commission.
(4) 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.
