SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 17)*
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)
February 16, 2000
(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 15,299,700, which
constitutes approximately 32.8% 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.
<PAGE>
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: 14,934,400 (1)
Number of
Units
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 14,934,400 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
14,934,400
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Units:
/ /
13. Percent of Class Represented by Amount in Row (11): 32.0%
14. Type of Reporting Person: PN
- ------------
(1) Power is exercised through its two general partners, Robert W. Bruce III
and Algenpar, Inc.
<PAGE>
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: -0-
Number of
Units
Beneficially 8. Shared Voting Power: 14,934,400 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 14,934,400 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
14,934,400 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Units:
/ /
13. Percent of Class Represented by Amount in Row (11): 32.0%
14. Type of Reporting Person: IN
- -------------
(1) Solely in his capacity as one of two general partners of Alpine Capital,
L.P.
<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: 14,934,400 (1)(2)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 14,934,400 (1)(2)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
14,934,400 (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Units:
/ /
13. Percent of Class Represented by Amount in Row (11): 32.0%
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>
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: 14,934,400 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 14,934,400 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
14,934,400 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Units:
/ /
13. Percent of Class Represented by Amount in Row (11): 32.0%
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>
1. Name of Reporting Person:
Keystone, Inc.
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: 365,300 (1)
Number of
Units
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 365,300 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
365,300
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Units:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.8%
14. Type of Reporting Person: CO
- ------------
(1) Power is exercised through its President, Robert M. Bass.
<PAGE>
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: 365,300 (1)
Number of
Units
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 365,300 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
365,300 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Units:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.8%
14. Type of Reporting Person: IN
- ------------
(1) Solely in his capacity as President of Keystone, Inc.
<PAGE>
Pursuant to 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, as amended by Amendment No. 2 dated May 18, 1999, as
amended by Amendment No. 3 dated May 25, 1999, as amended by Amendment No. 4
dated June 29, 1999, as amended by Amendment No. 5 dated August 4, 1999, as
amended by Amendment No. 6 dated August 20, 1999, as amended by Amendment No. 7
dated September 8, 1999, as amended by Amendment No. 8 dated September 27, 1999,
as amended by Amendment No. 9 dated October 13, 1999, as amended by Amendment
No. 10 dated October 25, 1999, as amended by Amendment No. 11 dated November 5,
1999, as amended by Amendment No. 12 dated November 29, 1999, as amended by
Amendment No. 13 dated December 9, 1999, as amended by Amendment No. 14 dated
December 20, 1999, as amended by Amendment No. 15 dated January 13, 2000, as
amended by Amendment No. 16 dated January 26, 2000 (the "Schedule 13D"),
relating to the Units of Beneficial Interest (the "Units"), of San Juan Basin
Royalty Trust (the "Issuer"). 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.
Paragraph (a) of Item 2 hereby is partially amended by adding at the end
thereof the following:
Keystone, Inc., a Texas corporation ("Keystone") and Robert M. Bass ("R.
Bass") hereby join this filing because they may be deemed to constitute a
"group" with the Reporting Persons 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 Keystone or R. Bass or the other Reporting
Persons that a group exists.
As used hereinafter, the term "Reporting Persons" shall also include
reference to Keystone and R. Bass.
Paragraphs (b) - (c) of Item 2 hereby are partially amended by adding at
the end thereof the following:
KEYSTONE
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 76102. 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 2775 Sand Hill Road Vice President and
Suite 220 Chief Operating Officer
Menlo Park, California of Keystone and
94025 Managing Director of
Oak Hill Capital
Management, Inc.
David G. Brown 2460 Sand Hill Road Vice President-Finance
Suite 300 of Keystone
Menlo Park, California
94025
Daniel L. Doctoroff 65 E. 55th Street Managing Director of
New York, NY 10022 Oak Hill Capital
Management, Inc.
Steven Gruber 65 E. 55th Street Managing Director of
New York, NY 10022 Oak Hill Capital
Management, Inc.
Mark A. Wolfson 2775 Sand Hill Road Managing Director of
Suite 220 Oak Hill Capital
Menlo Park, California Management, Inc.
94025
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 2460 Sand Hill Road Managing Director of
Suite 300 Oak Hill Capital
Menlo Park, California Management, Inc.
94025
John R. Monsky 65 E. 55th Street Managing Director of
New York, NY 10022 Oak 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.
R. BASS
See above.
(d) - (f)
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) $118,302,364.47
R. Bruce Not Applicable Not Applicable
Algenpar Not Applicable Not Applicable
Crandall Not Applicable Not Applicable
Keystone Working Capital(1) $ 3,657,095.80
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 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 14,934,400, which constitutes approximately
32.0% of the outstanding Units.
R. BRUCE
Because of his position as one of two general partners of Alpine, R. Bruce
may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
14,934,400 Units, which constitutes approximately 32.0% 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
14,934,400 Units, which constitutes approximately 32.0% 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 14,934,400 Units, which constitutes
approximately 32.0% of the outstanding Units.
KEYSTONE
The aggregate number of Units that Keystone owns beneficially, pursuant to
Rule 13d-3(d)(1)(i) of the Act, is 365,300, which constitutes approximately 0.8%
of the outstanding Units.
R. BASS
Because of his position as President of Keystone, R. Bass may, pursuant to
Rule 13d-3 of the Act, be deemed to be the beneficial owner of 365,300 Units,
which constitutes approximately 0.8% 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 14,934,400
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 14,934,400
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 14,934,400
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 14,934,400 Units.
KEYSTONE
Acting through its President, Keystone has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 365,300 Units.
R. BASS
As President of Keystone, R. Bass has sole power to vote or to direct the
vote and to dispose or to direct the disposition of 365,300 Units.
(c) Since the last 13D filing, the Reporting Persons have purchased Units
in open market transactions on the New York Stock Exchange as follows:
REPORTING NO. OF UNITS PRICE PER
PERSON DATE PURCHASED UNIT
Alpine 01/27/00 7,000 $9.95
Alpine 01/28/00 2,500 9.97
Alpine 01/31/00 15,000 9.90
Alpine 02/01/00 5,000 9.98
Alpine 02/02/00 7,500 10.00
Alpine 02/03/00 8,000 9.99
Alpine 02/04/00 12,500 10.05
Keystone 02/08/00 320,000 10.02
Keystone 02/09/00 20,100 9.97
Alpine 02/11/00 5,000 9.93
Alpine 02/14/00 22,300 9.90
Keystone 02/15/00 25,200 9.91
Alpine 02/16/00 20,000 9.87
Alpine 02/17/00 21,100 9.90
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.
Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(k)(1)(iii), filed
herewith.
<PAGE>
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: February 17, 2000
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
KEYSTONE, INC.
By: /s/ W.R. Cotham
W.R. Cotham,
Vice President
/s/ W.R. Cotham
W.R. Cotham,
Attorney-in-Fact for:
ROBERT M. BASS (1)
(1) 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.
<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
KEYSTONE, INC.
By: /s/ W.R. Cotham
W.R. Cotham,
Vice President
/s/ W.R. Cotham
W.R. Cotham,
Attorney-in-Fact for:
ROBERT M. BASS (1)
(1) 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.
