<PAGE>
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)
SABINE ROYALTY TRUST
-------------------------------
(Name of Issuer)
Units of Beneficial Interest
----------------------------------------------
(Title of Class of Securities)
785688 10 2
------------------------------------
(CUSIP Number)
Michael S. Paquette
Vice President and Chief Accounting Officer
Fund American Enterprises Holdings, Inc.
The 1820 House,
Main Street,
Norwich, Vermont 05055-0850
(802) 649-3633
------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 22, 1994
------------------------------------------------------
(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 this statement ___. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
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CUSIP NO. 785688 10 2
_________________________________________________________________________
(1) Name of Reporting Person. S.S. or I.R.S. Identification No. of Above
Person
Fund American Enterprises Holdings, Inc.
94-2708455
_________________________________________________________________________
(2) Check the Appropriate Box if a Member (a) _______________
of a Group (See Instructions)
__________________________________________ (b) _______________
(3) (SEC Use Only)
____________________________________________________________
(4) Source of Funds (See Instructions)
____________________________________________________________
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e)
____________________________________________________________
(6) Citizenship or Place of Organization
Delaware
--------
____________________________________________________________
Number of Units (7) Sole Voting Power
Beneficially Owned -------------------
by Each Reporting (8) Shared Voting Power
Person With 1,350,000
-------------------
(9) Sole Dispositive Power
-------------------
(10) Shared Dispositive Power
1,350,000
-------------------
____________________________________________________________
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,350,000
--------------------
____________________________________________________________
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Units (See
Instructions)
____________________________________________________________
(13) Percent of Class Represented by Amount in Row (11)
Approximately 9.3%
____________________________________________________________
(14) Type of Reporting Person (See Instructions) HC, CO
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CUSIP NO. 785688 10 2
_________________________________________________________________________
(1) Name of Reporting Person. S.S. or I.R.S. Identification No. of Above
Person
Fund American Enterprises, Inc.
51-0328932
_________________________________________________________________________
(2) Check the Appropriate Box if a Member (a) _______________
of a Group (See Instructions)
__________________________________________ (b) _______________
(3) (SEC Use Only)
____________________________________________________________
(4) Source of Funds (See Instructions)
____________________________________________________________
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e)
____________________________________________________________
(6) Citizenship or Place of Organization
Delaware
--------
____________________________________________________________
Number of Units (7) Sole Voting Power
Beneficially Owned -----------------
by Each Reporting (8) Shared Voting Power
Person With 1,350,000
-----------------
(9) Sole Dispositive Power
-----------------
(10) Shared Dispositive Power
1,350,000
-----------------
____________________________________________________________
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,350,000
-------------------
____________________________________________________________
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Units (See
Instructions)
____________________________________________________________
(13) Percent of Class Represented by Amount in Row (11)
Approximately 9.3%
____________________________________________________________
(14) Type of Reporting Person (See Instructions) CO
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ONLY ITEMS REPORTED IN THIS AMENDMENT NO. 7 TO SCHEDULE 13D ARE AMENDED FROM THE
FILING ON SCHEDULE 13D (THE "SCHEDULE 13D") DATED DECEMBER 20, 1990, AS AMENDED
BY AMENDMENT NO. 1 DATED SEPTEMBER 29, 1992, AMENDMENT NO. 2 DATED MARCH 8,
1993, AMENDMENT NO. 3 DATED JUNE 23, 1993, AMENDMENT NO. 4 DATED OCTOBER 4,
1993, AMENDMENT NO. 5 DATED APRIL 7, 1994 AND AMENDMENT NO. 6 DATED JUNE 3,
1994. ALL OTHER ITEMS REMAIN UNCHANGED. UNLESS OTHERWISE SPECIFIED, ALL DEFINED
TERMS USED HEREIN HAVE THE MEANING PREVIOUSLY ASCRIBED TO THEM IN THE SCHEDULE
13D.
Item 2. Identity and Background.
-------------------------
Item 3. Source and Amount of Funds or Other Consideration.
--------------------------------------------------
Item 4. Purpose of Transaction
----------------------
Sales made by FAE to third parties, outlined in Schedule II attached hereto,
which is incorporated herein by reference, were made in the ordinary course of
business and not for the purpose or effect of changing or influencing the
control of the Issuer or inconnection with, or as a participant in, any
transaction having such purpose or effect.
(a) FAEH owns all 1,350,000 Units indirectly through FAE. The aggregate
number of Units and the corresponding percentage of the outstanding Units such
number represents is as follows:
<TABLE>
<CAPTION>
Percentage of
Units Units
Beneficially Beneficially
Person Owned Owned
------ --------- ----------
<S> <C> <C>
FAEH 1,350,000 9.3%
FAE 1,350,000 9.3%
</TABLE>
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(b) FAEH shares voting power and dispositive power with respect to its
1,350,000 Units with FAE.
(c) Except as described in Schedule II attached hereto, neither FAEH nor FAE,
nor, to the best knowledge of FAEH, FAE, nor any of the persons listed on
Schedule I, has been party to any transaction in the Units during the sixty day
period ending on the date of this statement on Schedule 13D.
(d) None
(e) Not Applicable
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SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of
the undersigned, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Dated: July 29, 1994
FUND AMERICAN ENTERPRISES HOLDINGS, INC.
BY:
/S/
-----------------------------------------
Name: Michael S. Paquette
Title: Vice President and
Chief Accounting Officer
FUND AMERICAN ENTERPRISES, INC.
BY:
/S/
-----------------------------------------
Name: Terry L. Baxter
Title: President
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Schedule II to Schedule 13D
---------------------------
Sales of Units of Beneficial Interest of The Sabine Royalty Trust by the
Reporting Persons and by persons listed in Schedule I, attached hereto, within
the last 60 days.
<TABLE>
<CAPTION>
Sold by Date Number Sold Unit Price
--------- -------- ----------- ----------
<S> <C> <C> <C>
FAE 05/23/94 5,000 $13.5
FAE 05/24/94 1,800 $13.625
FAE 05/25/94 3,200 $13.625
FAE 05/27/94 1,500 $13.625
FAE 05/31/94 2,500 $13.55
FAE 06/01/94 1,000 $13.5
FAE 06/02/94 16,900 $13.7041
FAE 06/03/94 4,800 $13.5
FAE 06/06/94 1,500 $13.5
FAE 06/07/94 1,000 $13.5
FAE 06/08/94 7,800 $13.593
FAE 06/09/94 5,200 $13.649
FAE 06/10/94 200 $13.75
FAE 06/13/94 2,000 $13.75
FAE 06/14/94 500 $13.75
FAE 06/15/94 19,100 $13.6257
FAE 06/16/94 5,900 $13.625
FAE 06/20/94 6,500 $13.6731
FAE 06/22/94 700 $13.625
FAE 06/23/94 12,200 $13.5062
FAE 06/24/94 3,700 $13.5
FAE 06/29/94 600 $13.625
FAE 06/30/94 10,800 $13.5093
FAE 07/05/94 3,800 $13.625
FAE 07/06/94 11,400 $13.5154
FAE 07/07/94 5,900 $13.5297
FAE 07/11/94 5,000 $13.5
FAE 07/13/94 5,000 $13.625
FAE 07/14/94 1,500 $13.625
FAE 07/15/94 13,000 $13.5
FAE 07/18/94 9,100 $13.5
FAE 07/20/94 3,900 $13.5
FAE 07/21/94 8,100 $13.5
FAE 07/22/94 30,000 $13.5
</TABLE>
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