SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. )*
San Juan Basin Royalty Trust
(Name of Issuer)
Units of Beneficial Interest
(Title of Class of Securities)
798241105
(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)
March 29, 1999
(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(e), 13d-1(f) or 13d-1(g), 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 Depositary Units reported herein is 3,312,200, which
constitutes approximately 7.1% of the total number of Units of Beneficial
Interest outstanding. All ownership percentages set forth herein assume that
there are 46,608,796 Units of Beneficial Interest 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: 3,304,000 (1)
Number of
Units
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 3,304,000 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
3,304,000
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Units:
/ /
13. Percent of Class Represented by Amount in Row (11): 7.1%
14. Type of Reporting Person: PN
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(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: 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: 8,200 (1)
Number of
Units
Beneficially 8. Shared Voting Power: 3,304,000 (2)
Owned By
Each
Reporting 9. Sole Dispositive Power: 8,200 (1)
Person
With
10. Shared Dispositive Power: 3,304,000 (2)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
3,312,200 (1)(2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Units:
/ /
13. Percent of Class Represented by Amount in Row (11): 7.1%
14. Type of Reporting Person: IN
- -------------
(1) Solely in his capacity as Custodian with respect to 5,100 Units of
Beneficial Interest held by Mr. Bruce's daughter Caroline B. Bruce, and
with respect to 3,100 Units of Beneficial Interest held by Mr. Bruce's
daughter Roberta W. Bruce.
(2) Solely in his capacity as one of two general partners of Alpine Capital,
L.P., with respect to 3,304,000 Units of Beneficial Interest.
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<PAGE>
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
Units
Beneficially 8. Shared Voting Power: 3,304,000 (1)(2)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 3,304,000 (1)(2)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
3,304,000 (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Units:
/ /
13. Percent of Class Represented by Amount in Row (11): 7.1%
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.
<PAGE>
<PAGE>
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
Units
Beneficially 8. Shared Voting Power: 3,304,000 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 3,304,000 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
3,304,000 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Units:
/ /
13. Percent of Class Represented by Amount in Row (11): 7.1%
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.
<PAGE>
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Item 1. SECURITY AND ISSUER.
This statement relates to the Units of Beneficial Interest (the "Units"),
of San Juan Basin Royalty Trust (the "Issuer"). The principal executive offices
of the Issuer are located at 1600 Bank One Tower, 500 Throckmorton, Fort Worth,
Texas 76102.
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 Schedule
13D Statement on behalf of Alpine Capital, L.P., a Texas limited partnership
("Alpine"), Robert W. Bruce III ("R. Bruce"), Algenpar, Inc., a Texas
corporation ("Algenpar"), and J. Taylor Crandall ("Crandall"). Alpine, R.
Bruce, Algenpar, and Crandall 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 R. Bruce
and Algenpar, the two general partners of Alpine, is set forth below.
R. BRUCE
R. Bruce's principal occupation or employment is serving as a principal of
The Robert Bruce Management Company., Inc. ("Bruce Management"). R. Bruce's
business address is 96 Spring Street, South Salem, New York 10590.
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 96 Spring Street, 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. The principal
business address of Keystone, which also serves as its principal office, is 201
Main Street, Suite 3100, Fort Worth, Texas 76012. Pursuant to Instruction C
to Schedule 13D of the Act, the name, residence or business address, and present
principal occupation or employment of each director, executive officer and
controlling person of Keystone are as follows:
RESIDENCE OR PRINCIPAL OCCUPATION
NAME BUSINESS ADDRESS OR EMPLOYMENT
R. Bass 201 Main St., Ste. 3100 President of
Keystone Fort Worth, Texas 76102
Crandall 201 Main St., Ste. 3100 Vice President and Chief
Fort Worth, Texas 76102 Operating Officer of
Keystone and Managing
Director of Oak Hill
Capital Management, Inc.
David G. Brown 201 Main St., Ste. 3100 Vice President-Finance
Fort Worth, Texas 76102 of Keystone
Daniel L. Doctoroff 65 E. 55th Street Managing Director of Oak
New York, NY 10022 Hill Capital Management,
Inc.
Steven Gruber 65 E. 55th Street Managing Director of Oak
New York, NY 10022 Hill Capital Management,
Inc.
Mark A. Wolfson 201 Main St., Ste. 3100 Managing Director of Oak
Fort Worth, Texas 76102 Hill Capital Management,
Inc.
W. Robert Cotham 201 Main St., Ste. 2600 Vice President/
Fort Worth, Texas 76102 Controller of BEPCO
Gary W. Reese 201 Main St., Suite 2600 Treasurer of BEPCO
Fort Worth, Texas 76102
James N. Alexander 201 Main St., Ste. 3100 Managing Director of Oak
Fort Worth, Texas 76102 Hill Capital Management,
Inc.
John R. Monsky 65 E. 55th Street Managing Director of Oak
New York, NY 10022 Hill Capital Management,
Inc.
Oak Hill Capital Management, Inc. is a Delaware corporation, the principal
business of which is serving as an investment consultant to Oak Hill Capital
Partners, L.P. ("Oak Hill"). Oak Hill is a Delaware limited partnership, formed
to make control investments in operating companies through acquisitions, build-
ups, recapitalizations, restructurings or significant minority stakes. The
principal business address of Oak Hill Capital Management, Inc. is 65 E. 55th
Street, New York, NY 10022.
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.
(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 Units are as follows:
REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS
Alpine Working Capital(1) $19,264,874.65
R. Bruce Not Applicable $ 59,470.00(2)
Algenpar Not Applicable Not Applicable
Crandall 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 Units.
(2) Mr. Bruce's daughter Caroline B. Bruce expended $35,907.50 of personal
funds to purchase 5,100 Units and Mr. Bruce's daughter Roberta W. Bruce expended
$23,562.50 in personal funds to purchase 3,100 Units.
Item 4. PURPOSE OF TRANSACTION.
The Reporting Persons acquired and continue to hold the Units reported
herein for investment purposes. Depending on market conditions and other
factors that the Reporting Persons may deem material to their respective
investment decisions, the Reporting Persons may purchase additional Units in the
open market or in private transactions. Depending on these same factors, the
Reporting Persons may sell all or a portion of the Units 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 Units that Alpine owns beneficially, pursuant to
Rule 13d-3(d)(1)(i) of the Act, is 3,304,000, which constitutes approximately
7.1% of the outstanding Units.
R. BRUCE
Because of his position as one of two general partners of Alpine and
because of his role as Custodian of 8,200 Units held by his children, Roberta
W. Bruce and Caroline B. Bruce, R. Bruce may, pursuant to Rule 13d-3 of the Act,
be deemed to be the beneficial owner of an aggregate of 3,312,200 Units, which
constitutes approximately 7.1% of the outstanding Units.
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
3,304,000 Units, which constitutes approximately 7.1% of the outstanding Units.
CRANDALL
Because of his position as President and sole stockholder of Algenpar, one
of two general partners of Alpine, Crandall may, pursuant to Rule 13d-3 of the
Act, be deemed to be the beneficial owner of 3,304,000 Units, which constitutes
approximately 7.1% of the outstanding Units.
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 Units.
(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 3,304,000
Units.
R. BRUCE
As one of two general partners of Alpine, R. Bruce has shared power to vote
or to direct the vote and to dispose or to direct the disposition of 3,304,000
Units. Also, as the Custodian of 8,200 Units held by his children, Roberta W.
Bruce and Caroline B. Bruce, R. Bruce has sole power to vote or to direct the
vote and to dispose or to direct the disposition of 8,200 Units.
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 3,304,000
Units.
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 3,304,000 Units.
(c) During the past sixty days, Alpine has purchased Units in open market
transactions on the New York Stock Exchange as follows:
NO. OF UNITS PRICE PER
DATE PURCHASED UNIT
02/01/99 410,800 $ 5.53
02/02/99 206,500 5.79
02/04/99 20,000 5.53
02/05/99 52,000 5.53
02/08/99 5,200 5.34
02/09/99 27,000 5.40
02/10/99 20,000 5.53
02/11/99 15,500 5.43
02/12/99 6,000 5.53
02/16/99 3,000 5.63
02/17/99 12,000 5.48
02/18/99 7,500 5.49
02/19/99 12,000 5.46
02/22/99 1,000 5.65
02/23/99 1,000 5.65
02/24/99 1,000 5.65
03/02/99 6,000 5.55
03/03/99 8,000 5.53
03/08/99 4,500 5.80
03/09/99 7,500 5.79
03/10/99 115,800 5.85
03/10/99 50,000 6.03
03/16/99 7,800 6.13
03/17/99 7,000 6.29
03/18/99 6,000 6.46
03/19/99 18,100 6.40
03/22/99 20,100 6.49
03/23/99 9,600 6.71
03/25/99 300,000 6.22
03/25/99 33,900 6.34
03/29/99 1,000,000 6.03
03/31/99 4,000 6.78
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 Units 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 Units 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 Units owned by the Reporting Persons.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(k)(1)(iii). <PAGE>
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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: April 1, 1999
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
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<PAGE> EXHIBIT INDEX
EXHIBIT DESCRIPTION
99.1 Agreement pursuant to Rule 13d-1(k)(1)(iii), filed herewith
Exhibit 99.1
Pursuant to Rule 13d-1(k)(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
