SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Mesa Royalty Trust
(Name of Issuer)
Units of Beneficial Interest
(Title of Class of Securities)
590660106
(Cusip Number)
J. Taylor Crandall
201 Main Street, Suite 3100
Fort Worth, Texas 76102
(817) 390-8500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 9, 1995
(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 [ ].
*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 561,800 shares, which
constitutes approximately 30.1% of the total number of shares outstanding.
All ownership percentages set forth herein assume that there are 1,863,590
shares outstanding.
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1. Name of Reporting Person:
Alpine Capital, 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: 517,116 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 517,116 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
517,116
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 27.7%
14. Type of Reporting Person: PN
------------
(1) Power is exercised through its two general partners, Robert W. Bruce III
and Algenpar, Inc.
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1. Name of Reporting Person:
Robert W. Bruce III
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: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: 561,800 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 561,800 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
561,800 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 30.1%
14. Type of Reporting Person: IN
-------------
(1) Solely in his capacity as one of two general partners of Alpine Capital,
L.P., with respect to 517,116 shares, and in his capacity as a principal
of The Robert Bruce Management Co., Inc., which has shared investment
discretion over shares owned by The Anne T. and Robert M. Bass
Foundation, with respect to 44,684 shares.
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1. Name of Reporting Person:
Algenpar, Inc.
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: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: 517,116 (1)(2)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 517,116 (1)(2)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
517,116 (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 27.7%
14. Type of Reporting Person: CO
------------
(1) Power is exercised through its President, J. Taylor Crandall.
(2) Solely in its capacity as one of two general partners of Alpine Capital,
L.P.
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1. Name of Reporting Person:
J. Taylor Crandall
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: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: 561,800 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 561,800 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
561,800 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 30.1%
14. Type of Reporting Person: IN
------------
(1) Solely in his capacity as President and sole stockholder of Algenpar,
Inc., which is one of two general partners of Alpine Capital, L.P., with
respect to 517,116 shares, and in his capacity as a director of The Anne
T. and Robert M. Bass Foundation, with respect to 44,684 shares.
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1. Name of Reporting Person:
The Anne T. and Robert M. Bass Foundation
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Working Capital
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: 44,684 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 44,684 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
44,684
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 2.4%
14. Type of Reporting Person: CO
------------
(1) Power is exercised through its three directors, Anne T. Bass, Robert M.
Bass and J. Taylor Crandall and through Robert W. Bruce III in his
capacity as a principal of The Robert Bruce Management Co., Inc., which
has shared investment discretion over shares owned by The Anne T. and
Robert M. Bass Foundation.
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1. Name of Reporting Person:
Anne T. 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: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: 44,684 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 44,684 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
44,684 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 2.4%
14. Type of Reporting Person: IN
------------
(1) Solely in her capacity as a director of The Anne T. and Robert M. Bass
Foundation.
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1. Name of Reporting Person:
Robert M. 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: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: 44,684 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 44,684 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
44,684 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 2.4%
14. Type of Reporting Person: IN
------------
(1) Solely in his capacity as a director of The Anne T. and Robert M. Bass
Foundation.
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Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and
Regulations under the Securities Exchange Act of 1943, as amended (the "Act"),
the undersigned hereby amend their Schedule 13D Statement dated June 25, 1993,
as amended by Amendment No. 1 dated February 24, 1994, and Amendment No. 2
dated August 30, 1994 (the "Schedule 13D"), relating to the Units of
Beneficial Interest of Mesa Royalty Trust. Pursuant to Item 101(a)(2)(ii) of
Regulation S-T, this filing includes an amended and restated composite of all
paper filings to date made by the Reporting Persons (as hereinafter defined)
on Schedule 13D with respect to Mesa Royalty Trust.
Item 1. SECURITY AND ISSUER.
This statement relates to Units of Beneficial Interest of Mesa Royalty
Trust (the "Issuer"). The principal executive offices of the Issuer are
located at c/o Texas Commerce Bank N.A., Corporate Trust Division, 712 Main
Street, Houston, Texas 77002.
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 Act, the undersigned hereby file this
Amendment No. 3 to Schedule 13D Statement on behalf of Alpine Capital, L.P.,
a Texas limited partnership ("Alpine"), Robert W. Bruce III ("Bruce"),
Algenpar, Inc., a Texas corporation ("Algenpar"), J. Taylor Crandall
("Crandall"), The Anne T. and Robert M. Bass Foundation ("Foundation"), Anne
T. Bass ("A. Bass"), and Robert M. Bass ("R. Bass"). Alpine, Bruce, Algenpar,
Crandall, Foundation, A. Bass and R. Bass 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)
ALPINE
Alpine is a Texas limited partnership, the principal business of which is
the purchase, sale, exchange, acquisition and holding of investment
securities. The principal business address of Alpine, which also serves as
its principal office, is 201 Main Street, Suite 3100, Fort Worth, Texas
76102. Pursuant to Instruction C to Schedule 13D of the Act, information with
respect to Bruce and Algenpar, the two general partners of Alpine, is set
forth below.
BRUCE
Bruce's principal occupation or employment is serving as a principal of
The Robert Bruce Management Co., Inc. ("Bruce Management"). Bruce's residence
address is 934 Weed Street, New Canaan, Connecticut 06840.
Bruce Management is a New York corporation, the principal business of
which is providing consulting services and rendering investment advice to
Alpine. The principal business address of Bruce Management, which also serves
as its principal office, is P.O. Box 252, South Salem, New York 10590.
ALGENPAR
Algenpar is a Texas corporation, the principal business of which is
serving as one of two general partners of Alpine. The principal business
address of Algenpar, which also serves as its principal office, is 201 Main
Street, Suite 3100, Fort Worth, Texas 76102.
CRANDALL
Crandall's principal occupation or employment is serving as Vice
President-Finance of Keystone, Inc. ("Keystone"). Crandall's business address
is 201 Main Street, Suite 3100, Fort Worth, Texas 76102.
Keystone is a Texas corporation, the principal businesses of which are
investment in marketable securities, real estate investment and development,
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 various partnerships) and the
ownership of interests in entities engaged in a wide variety of businesses
including cable television and information services. The principal business
address of Keystone, which also serves as its principal office, is 201 Main
Street, Suite 3100, Fort Worth, Texas 76012.
BEPCO is a Texas corporation, the principal business of which is oil
exploration and drilling and producing hydrocarbons. The principal business
address of BEPCO, which also serves as its principal office, is 201 Main
Street, Suite 3100, Fort Worth, Texas 76102.
FOUNDATION
Foundation is a Texas non-profit corporation. The principal business
address of the Foundation, which also serves as its principal office, is 201
Main Street, Suite 3100, Fort Worth, Texas 76102.
A. BASS
A. Bass's residence address is 6221 Westover Drive, Fort Worth, Texas
76107, and she is not presently employed.
R. BASS
R. Bass's principal occupation or employment is serving as President of
Keystone, Inc. R. Bass's business address is 201 Main Street, Suite 3100,
Fort Worth, Texas 76102.
(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.
The source and amount of the funds used by the Reporting Persons to
purchase shares of the Stock are as follows:
REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS
Alpine Working Capital(1) $20,203,537.26
Bruce Not Applicable Not Applicable
Algenpar Not Applicable Not Applicable
Crandall Not Applicable Not Applicable
Foundation Working Capital(1) $ 1,735,983.04
A. Bass Not Applicable Not Applicable
R. Bass Not Applicable Not Applicable
(1) 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 Stock.
Item 4. PURPOSE OF TRANSACTION.
The Reporting Persons acquired and continue to hold the Stock reported
herein for investment purposes. 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 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 on the
open market or in private transactions.
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)
ALPINE
The aggregate number of shares of the Stock that Alpine owns
beneficially, pursuant to Rule 13d-3(d)(1)(i) of the Act, is 517,116, which
constitutes approximately 27.7% of the outstanding shares of the Stock.
BRUCE
Because of his position as one of two general partners of Alpine and as
principal of Bruce Management (which has shared investment discretion over the
shares of Stock owned by the Foundation), Bruce may, pursuant to Rule 13d-3 of
the Act, be deemed to be the beneficial owner of 561,800 shares of the Stock,
which constitutes approximately 30.1% of the outstanding shares of the Stock.
ALGENPAR
Because of its position as one of two general partners of Alpine,
Algenpar may, pursuant to Rule 13d-3 of the Act, be deemed to be the
beneficial owner of 517,116 shares of the Stock, which constitutes
approximately 27.7% of the outstanding shares of the Stock.
CRANDALL
Because of his positions as President and sole stockholder of Algenpar,
one of two general partners of Alpine, and a director of Foundation, Crandall
may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner
of 561,800 shares of the Stock, which constitutes approximately 30.1% of the
outstanding shares of the Stock.
FOUNDATION
The aggregate number of shares of the Stock that Foundation owns
beneficially, pursuant to Rule 13d-3(d)(1)(i) of the Act, is 44,684, which
constitutes approximately 2.4% of the outstanding shares of the Stock.
A. BASS
Because of her position as a director of Foundation, A. Bass may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
44,684 shares of the Stock, which constitutes approximately 2.4% of the
outstanding shares of the Stock.
R. BASS
Because of his position as a director of Foundation, R. Bass may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
44,684 shares of the Stock, which constitutes approximately 2.4% of the
outstanding shares of the Stock.
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 shares of the Stock.
(b)
ALPINE
Acting through its two general partners, Alpine has the sole power to
vote or to direct the vote and to dispose or to direct the disposition of
517,116 shares of the Stock.
BRUCE
As one of two general partners of Alpine, Bruce has shared power to vote
or to direct the vote and to dispose or to direct the disposition of 517,116
shares of the Stock. As principal of Bruce Management (which exercises shared
investment discretion over the shares of the Stock owned by the Foundation),
Bruce has shared power to vote or to direct the vote and to dispose or to
direct the disposition of 44,684 shares of the Stock.
ALGENPAR
As one of two general partners of Alpine, Algenpar has shared power to
vote or to direct the vote and to dispose or to direct the disposition of
517,116 shares of the Stock.
CRANDALL
As the President and sole stockholder of Algenpar, which is one of two
general partners of Alpine, Crandall has shared power to vote or to direct the
vote and to dispose or to direct the disposition of 517,116 shares of the
Stock. As one of three directors of Foundation, Crandall has shared power to
vote or to direct the vote and to dispose or to direct the disposition of
44,684 shares of the Stock.
FOUNDATION
Acting through its three directors and Bruce (as principal of Bruce
Management which exercises shared investment discretion over the shares of the
Stock owned by the Foundation), Foundation has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 44,684 shares
of the Stock.
A. BASS
As one of three directors of Foundation, A. Bass has shared power to vote
or to direct the vote and to dispose or to direct the disposition of 44,684
shares of the Stock.
R. BASS
As one of three directors of Foundation, R. Bass has shared power to vote
or to direct the vote and to dispose or to direct the disposition of 44,684
shares of the Stock.
(c) During the past sixty days, the Reporting Persons have purchased
shares of the Stock in open market transactions on the New York Stock
Exchange, as follows:
REPORTING NO. OF SHARES PRICE PER
PERSON DATE PURCHASED SHARE
ALPINE 08-01-95 2,500 $38.56
ALPINE 08-02-95 400 38.56
ALPINE 08-03-95 100 38.56
ALPINE 08-04-95 1,000 38.56
FOUNDATION 08-08-95 100 38.56
ALPINE 08-09-95 10,000 39.30
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 the shares of the Stock 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 Stock owned by such
Reporting Person.
(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 Exhibit filed or to be filed
herewith, there are no contracts, arrangements, understandings or
relationships with respect to the Stock owned by the Reporting Persons.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(f)(1)(iii).
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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: August 10, 1995
ALPINE CAPITAL, L.P.
By: /s/ Robert W. Bruce III
Robert W. Bruce III,
Manager
/s/ Robert W. Bruce
ROBERT W. BRUCE III
ALGENPAR, INC.
By: /s/ J. Taylor Crandall
J. Taylor Crandall,
President
/s/ J. Taylor Crandall
J. TAYLOR CRANDALL
/s/ W. R. Cotham
W. R. Cotham,
Attorney-in-Fact for:
THE ANNE T. AND ROBERT M.
BASS FOUNDATION (1)
ANNE T. BASS (2)
ROBERT M. BASS (3)
(1) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf of
The Anne T. and Robert M. Bass Foundation 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
Anne T. 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
Robert M. Bass previously has been filed with the Securities and Exchange
Commission.
Exhibit 99.1
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.
ALPINE CAPITAL, L.P.
By: /s/ Robert W. Bruce III
Robert W. Bruce III,
Manager
/s/ Robert W. Bruce III
ROBERT W. BRUCE III
ALGENPAR, INC.
By: /s/ J. Taylor Crandall
J. Taylor Crandall,
President
/s/ J. Taylor Crandall
J. TAYLOR CRANDALL
/s/ W. R. Cotham
W. R. Cotham,
Attorney-in-Fact for:
THE ANNE T. AND ROBERT M.
BASS FOUNDATION (1)
ANNE T. BASS (2)
ROBERT M. BASS (3)
(1) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf of
The Anne T. and Robert M. Bass Foundation 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
Anne T. 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
Robert M. Bass previously has been filed with the Securities and Exchange
Commission.
