SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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)
May 14, 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 4,723,500, which
constitutes approximately 10.1% 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: 4,715,300 (1)
Number of
Units
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 4,715,300 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
4,715,300
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Units:
/ /
13. Percent of Class Represented by Amount in Row (11): 10.1%
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: 4,715,300 (2)
Owned By
Each
Reporting 9. Sole Dispositive Power: 8,200 (1)
Person
With
10. Shared Dispositive Power: 4,715,300 (2)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
4,723,500 (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): 10.1%
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 4,715,300 Units of Beneficial Interest.
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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
Units
Beneficially 8. Shared Voting Power: 4,715,300 (1)(2)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 4,715,300 (1)(2)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
4,715,300 (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Units:
/ /
13. Percent of Class Represented by Amount in Row (11): 10.1%
14. Type of Reporting Person: CO
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(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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<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: 4,715,300 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 4,715,300 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
4,715,300 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Units:
/ /
13. Percent of Class Represented by Amount in Row (11): 10.1%
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.
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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 1934, as amended (the "Act"),
the undersigned hereby amend their Schedule 13D Statement dated April 1, 1999,
as amended by Amendment No. 1 dated April 13, 1999 (the "Schedule 13D"),
relating to the Units of Beneficial Interest (the "Units"), of San Juan Basin
Royalty Trust. Unless otherwise indicated, all defined terms used herein shall
have the same meanings respectively ascribed to them in the Schedule 13D.
Item 1. SECURITY AND ISSUER.
No material change.
Item 2. IDENTITY AND BACKGROUND.
No material change.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby amended and restated in its entirety as follows:
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) $28,881,976.42
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.
No material change.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 has been amended and restated in its entirety as follows:
(a)
ALPINE
The aggregate number of Units that Alpine owns beneficially, pursuant to
Rule 13d-3(d)(1)(i) of the Act, is 4,715,300, which constitutes approximately
10.1% 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 4,723,500 Units, which
constitutes approximately 10.1% 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
4,715,300 Units, which constitutes approximately 10.1% 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 4,715,300 Units, which constitutes
approximately 10.1% 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 4,715,300
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 4,715,300
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 4,715,300
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 4,715,300 Units.
(c) Since its last filing, Alpine has purchased Units in open market
transactions on the New York Stock Exchange as follows:
NO. OF UNITS PRICE PER
DATE PURCHASED UNIT
04/14/99 32,000 $ 6.69
04/15/99 25,500 6.97
04/16/99 7,500 7.04
04/19/99 9,500 7.17
04/21/99 42,500 7.56
04/22/99 39,900 7.56
04/23/99 22,500 7.59
04/26/99 14,000 7.47
04/27/99 42,700 7.44
04/29/99 25,000 7.65
05/03/99 10,000 7.67
05/04/99 50,700 7.75
05/07/99 26,200 7.64
05/10/99 14,700 7.71
05/11/99 20,000 7.67
05/12/99 32,000 7.44
05/13/99 21,600 7.66
05/14/99 30,900 7.75
05/17/99 45,100 7.69
05/18/99 50,000 7.79
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 since the last filing.
(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.
No material change.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 is restated in its entirety as follows:
Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(k)(1)(iii), filed
herewith.<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: May 18, 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
