<PAGE> 1
FORM 10-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL REPORT PURSUANT TO SECTION 13 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
Commission file number 0-10810
KIEWIT ROYALTY TRUST
(Exact name of registrant as specified in its charter)
Nebraska 47-6131402
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
Trust Division
U. S. Bank National Association
1700 Farnam Street
Omaha, Nebraska 68102
(Address of principal executive offices)
(402) 348-6000
(Registrant's telephone number, including area code)
<TABLE>
<S> <C>
Securities registered pursuant to Section 12(b) of the Act: None
-------------------
Securities registered pursuant to Section 12(g) of the Act: Units of Beneficial Interest
-----------------------------
(Title of class)
</TABLE>
Indicate by check mark whether the registrant (1) has filed all reports
required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such report(s)), and (2) has been subject to such filing
requirements for the past 90 days. Yes X . No .
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statement incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. Yes X . No .
--- ---
There currently is no market for the Units of Beneficial Interest of the
registrant held by nonaffiliates of the registrant. Therefore, the aggregate
market value of the Units is not available.
As of March 24, 2000, there were 12,633,432 Units of Beneficial Interest
of the registrant outstanding.
<PAGE> 2
<TABLE>
<CAPTION>
TABLE OF CONTENTS
Page
----
<S> <C> <C>
PART I
Item 1. Business................................................................................................. 1
(a) General Development of Business..................................................................... 1
(b) Financial Information about Industry Segments....................................................... 1
(c) Narrative Description of Business................................................................... 2
(d) Financial Information about Operations.............................................................. 3
Item 2. Properties............................................................................................... 3
(a) Producing Leases.................................................................................... 5
(b) Non-Producing Leases.................................................................................9
Item 3. Legal Proceedings.........................................................................................9
Item 4. Submission of Matters to a Vote of Security
Holders...........................................................................................9
PART II
Item 5. Market for Registrant's Common Equity and
Related Stockholder Matters.......................................................................9
(a) Market Information...................................................................................9
(b) Holders.............................................................................................10
(c) Dividends...........................................................................................10
Item 6. Selected Financial Data..................................................................................12
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations....................................................12
(a) Decker Mine .....................................................................................13
(b) Black Butte Mine.................................................................................13
(c) Spring Creek Mine................................................................................13
(d) Big Horn Mine....................................................................................13
(e) Trust Expenses...................................................................................14
(f) Year 2000 Issue .................................................................................14
</TABLE>
i
<PAGE> 3
<TABLE>
<S> <C> <C>
Item 7A. Quantitative and Qualitative Disclosures about Material Risks............................................14
Item 8. Financial Statements and Supplementary Data..............................................................14
(a) Financial Statements................................................................................14
(b) Supplementary Data..................................................................................22
Item 9. Changes in and Disagreements With Accountants
on Accounting and Financial Disclosure...........................................................22
PART III
Item 10. Directors and Executive Officers of the
Registrant.......................................................................................22
Item 11. Executive Compensation...................................................................................22
Item 12. Security Ownership of Certain Beneficial
Owners and Management............................................................................22
(a) Security Ownership of Certain Beneficial
Owners........................................................................................22
(b) Security Ownership of Management....................................................................22
(c) Changes in Control..................................................................................22
Item 13. Certain Relationships and Related Transactions...........................................................23
(a) Transactions with Management and Others.............................................................23
(b) Certain Business Relationships......................................................................23
(c) Indebtedness of Management..........................................................................23
PART IV
Item 14. Exhibits, Financial Statement Schedules, and
Reports on Form 8-K..............................................................................23
(a) Financial Statements................................................................................23
(b) Reports on Form 8-K.................................................................................23
(c) Exhibits............................................................................................23
Signatures........................................................................................................25
</TABLE>
ii
<PAGE> 4
PART I
Item 1. BUSINESS.
(a) GENERAL DEVELOPMENT OF BUSINESS. Kiewit Royalty Trust (hereinafter
referred to as the "Trust") is a trust organized under the laws of the State of
Nebraska. The Trust was created under a Trust Indenture dated May 17, 1982,
which subsequently was amended as of June 9, 1982, June 23, 1982, and by a court
order dated September 23, 1994. A copy of the Trust Indenture is attached to the
Form 10 filed by the Trust on December 23, 1982, and is incorporated herein by
reference. A copy of the Order of the County Court of Douglas County, Nebraska,
dated September 23, 1994, amending the Trust Indenture is attached to the Form
10-Q filed by the Trust on November 14, 1994, and is incorporated herein by
reference.
The Trust was created by Level 3 Communications, Inc., a Delaware
corporation, formerly Peter Kiewit Sons', Inc. ("Level 3"). It was organized to
provide an efficient, orderly and practical means for the administration of
income received from certain royalty and overriding royalty interests*/ in
certain coal leases. The royalty and overriding royalty interests that the Trust
owns were conveyed to the Trust by Level 3 effective June 28, 1982, pursuant to
conveyance documents that gave the Trust legal title to the property interests
conveyed. Ownership interests in the Trust are represented by 12,633,432 units
of beneficial interest (hereinafter referred to as "Units"). On June 23, 1982,
the Units were distributed pro rata to holders of Level 3's Class B and Class C
common stock, as of June 10, 1982. Such shareholders were citizens of the United
States.
The Trust has no active plan of business operation and is a purely
ministerial trust. The Trust Indenture currently provides that all available
income, after paying or making provisions for liabilities and obligations, is to
be distributed to holders of Units (hereinafter referred to as "Unit Holders")
during the months of January, April, July, and October of each year. The trustee
of the Trust is U.S. Bank National Association, Omaha, Nebraska, which is a
wholly owned subsidiary of U.S. Bancorp, a registered bank holding company.
(b) FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS. The Trust receives
its income from only one industry segment. Financial information for that
industry segment appears in Item 8, below.
- --------
*/ When the owner of mineral rights executes a lease entitling the lessee to
develop, mine, and sell the minerals, the lessee takes an "operating interest"
and the owner may retain a "royalty interest." A royalty interest is a right to
receive a specified amount per ton or a specified portion of the value of the
total production of the property, free of the expense of development and
operation. An "overriding royalty interest," which is similar to a royalty
interest, is sometimes retained by the lessee of the mineral rights upon the
lessee's assignment of the lease. Payment of an overriding royalty is generally
subject to payment of the royalty.
1
<PAGE> 5
(c) NARRATIVE DESCRIPTION OF BUSINESS. The Trust owns three (3)
royalty interests and sixteen (16) overriding royalty interests relating to
leases in four coal mining areas in Montana and Wyoming. The royalty and
overriding royalty interests transferred to the Trust previously had been owned
by various wholly owned Level 3 subsidiaries, and by Montana Royalty Company,
Ltd., a partnership among three wholly owned Level 3 subsidiaries and Resource
Development Co., Inc., a Washington state corporation.
The Trust is administered by officers and employees of the Trustee, but
there are no specific persons employed by the Trustee having the full-time duty
of administering the Trust. Under the Trust Indenture, the basic function of the
Trustee is to collect income from the Trust's properties, to pay out of the
Trust's income and assets all expenses, charges, and obligations, and to pay
remaining cash to Unit Holders on a quarterly basis. The Trustee also is
obligated to make annual financial reports to Unit Holders, to file all
fiduciary income tax returns, and to prepare, execute, and deliver certificates
of beneficial interest to the Unit Holders. The Trustee is obligated, subject to
the terms of the Trust Indenture, to use its best judgment in good faith in all
matters relating to the Trust and Trust properties.
The Trustee is authorized and required to use the money it receives to
pay all liabilities of the Trust, including but not limited to all services as
Trustee, and the compensation of geologists, engineers, accountants, attorneys,
or the professional expert persons that the Trustee may, in its discretion,
employ in the administration of the Trust. With respect to any liability that is
contingent or uncertain in amount or that otherwise is not currently due, the
Trustee has the discretion to establish cash reserves for the payment thereof.
All available net income of the Trust will be distributed pro rata on a
quarterly basis to Unit Holders. During any period between distributions to Unit
Holders, the Trustee may invest any cash being held as a reserve for liabilities
or for distribution in (i) time deposits of the Trustee Bank; (ii) any
open-ended management type investment company or investment trust registered
pursuant to the Investment Company Act of 1940 (provided that such investment
matures on or before the next succeeding distribution date and is held until
maturity); or (iii) trust-quality fixed net asset money market funds that have
total assets of $100,000,000 or more and consist
2
<PAGE> 6
solely of direct obligations of the U.S. Government and/or next-business day
repurchase agreements fully collateralized by direct obligations of the U.S.
Government.
The Trust Indenture grants to the Trustee only such rights and powers as
are necessary to achieve the purposes of the Trust. The Trust Indenture
prohibits the Trustee from entering into or engaging in any business or
commercial activity of any kind or from using any portion of the assets of the
Trust to acquire any coal lease, royalty, or mineral interest. The Trustee may
sell Trust properties only as authorized by a vote of a majority-in-interest of
Unit Holders, except that the Trustee may sell Trust properties upon the
termination of the Trust without a vote of Unit Holders. Any sale of Trust
properties must be for cash, and the Trustee is obligated to distribute the
available net proceeds of any such sale pro rata to Unit Holders.
The Trust is irrevocable, but it may be terminated by (i) three
successive fiscal years in which net revenue is less than $1,000,000 per year;
(ii) a vote in favor of termination by a majority-in-interest of Unit Holders;
or (iii) operation of the provisions of the Trust Indenture intended to permit
the Trust to comply with the rule against perpetuities. Upon the termination of
the Trust, the Trustee will continue to act in such capacity until all assets of
the Trust are distributed. The Trustee will sell all Trust properties for cash
in one or more sales and, after satisfying all expenses, claims and liabilities
and establishing adequate reserves, if necessary, for the payment of contingent
liabilities, will distribute the remaining proceeds of such sales according to
the respective interests and rights of Unit Holders.
(d) FINANCIAL INFORMATION ABOUT OPERATIONS. During 1999, the Trust
received gross royalty income of $4,848,389 for distribution to Unit Holders.
See Item 8, below.
Item 2. PROPERTIES.
The Trust's properties consist of royalty and overriding royalty
interests in nineteen (19) coal leases in four mining areas located in the
States of Montana and Wyoming. All of these royalty and overriding royalty
interests were transferred to the Trust, as described in Item 1, above, by Level
3 and are subject to the provisions of the coal lease agreements under which
they were created.
3
<PAGE> 7
The royalty and overriding royalty interests transferred to the Trust
provide for the payment of either a specified amount per ton of coal produced,
or a fixed percentage of the value or price with respect to the coal produced
under the leases relating to these interests. The terms of these royalty and
overriding royalty interests vary considerably, as does the acreage covered by
the underlying coal leases, the total recoverable reserves on such leases, and
the recoverable reserves to be mined under current contracts.
The remaining periods of the underlying coal leases as of December 31,
1999, including optional renewal periods, are such that, given the productive
capacity of the mines that are the subjects of the leases, the full estimated
total recoverable reserves could be extracted. However, it does not appear
likely that the estimated total recoverable reserves will in fact be extracted.
See "Properties -- Producing Leases -- Revised Production Estimates" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," below. Failure to extract the total recoverable reserves or failure
to sell any portion of the coal extracted could adversely affect the royalties
payable to the Trust.
The following chart sets forth the actual total amount of coal production
(including production under leases in which the Trust has no royalty or
overriding royalty interests) of the four mines to which the coal leases
pertain:
-- Tons of Coal Produced --
<TABLE>
<CAPTION>
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Decker Mine 10,878,069 10,475,407 11,873,448 10,990,492 10,277,584
Black Butte Mine 2,928,393 2,667,718 1,928,894 1,838,293 2,240,962
Big Horn Mine 76,401 65,911 44,202 15,549 38,207
Spring Creek Mine 10,995,516 11,312,935 8,306,306 9,015,000 8,512,495
---------- ---------- ---------- ---------- ----------
Total 24,878,379 24,521,971 22,152,850 21,859,334 21,069,248
========== ========== ========== ========== ==========
</TABLE>
Set forth below is a summary by mine area of pertinent information as of
December 31, 1999, about each of the producing leases in which the Trust has
either royalty or overriding royalty interests.
4
<PAGE> 8
(a) PRODUCING LEASES.
(i) DECKER MINE. Decker Coal Company ("Decker") operates this mine,
which is located in Big Horn County, Montana, approximately 20 miles north of
Sheridan, Wyoming. Decker is a joint venture between KCP Inc.*/ (a wholly owned
subsidiary of Level 3 Communications Inc. ) and Western Minerals, Inc. (a wholly
owned subsidiary of NERCO, Inc.). Each joint venturer owns a fifty percent (50%)
interest in the joint venture. The Decker Mine in its entirety includes
approximately 17,838 acres and has an annual productive capacity of 12,000,000
tons.
The Trust owns overriding royalty interests in six (6) productive
leases at the Decker Mine. The terms of the Trust's overriding royalty interests
and the estimated total recoverable reserves of each lease are set forth in the
table below, of which the accompanying notes are an integral part:
<TABLE>
<CAPTION>
Estimated
Terms of Total Recover-
Overriding able Reserves
Lease Lessor Royalties (in tons)
- ----- ------ --------- -----------
<S> <C> <C> <C>
M-073093 United States 5 cents per ton**/ 112,100,000
--
M-061685 United States 10 cents per ton**/ 22,900,000
--
M-057934 United States 10 cents per ton**/ 28,100,000
--
C-1085-93 Montana 10 cents per ton***/ 8,600,000
----
C-1087-95 Montana 5 cents per ton***/ 9,100,000
----
C-1090-96 Montana 5 cents per ton***/ -0-
---- -----------
Total Estimated Recoverable Reserves 180,800,000
===========
</TABLE>
- ------------------------
*/ Kiewit Coal Properties Inc.'s name was changed to KCP Inc. on March 25,
1998.
**/ The Trust has an undivided one-half interest in a second overriding
royalty pertaining to this lease. By the terms of the assignment by which it
was created, this second overriding royalty, when added to all other
overriding royalties pertaining to the lease, may not exceed fifty percent
(50%) of the royalty payable to the lessor under the lease.
***/ The Trust has an undivided one-half interest in a second overriding
royalty pertaining to this lease. By the terms of the assignment by which it
was created, this second overriding royalty, when added to the underlying
royalty pertaining to the lease, will be equal to the highest cumulative
royalties being paid in the States of Montana or Wyoming.
5
<PAGE> 9
(ii) BLACK BUTTE MINE. Black Butte Coal Company ("Black Butte")
operates this mine in Sweetwater County, approximately 35 miles east of Rock
Springs, Wyoming. Black Butte is a joint venture between KCP Inc. and Bitter
Creek Coal Company (a wholly owned subsidiary of Union Pacific Resources Group
Inc.*/). The Black Butte Mine in its entirety includes approximately 50,220
acres and has an annual productive capacity of 5,000,000 tons.
The Trust owns overriding royalty interests in two (2) productive leases
at the Black Butte Mine. The terms of the Trust's overriding royalty interests
and the estimated total recoverable reserves of each lease are set forth in the
table below, of which the accompanying note is an integral part:
<TABLE>
<CAPTION>
Estimated
Terms of Total Recover-
Overriding able reserves
Lease Lessor Royalties (in tons)
- ----- ------ --------- --------------
<S> <C> <C> <C>
W-6266 United States 50% of the 2,680,000
royalty
payable to
the lessor
0-27475 Wyoming 3% of the
gross output 4,250,000
---------
Total Estimated Recoverable Reserves 6,930,000
=========
</TABLE>
The Trust's overriding royalty from lease number W-6266 is further
limited to the difference between a specified amount per ton and the royalty per
ton payable to the lessor.**/
- --------------------------
*/ Union Pacific Resources Group Inc. was spun off with an I.P.O. on October 15,
1995 from Union Pacific Corporation.
**/ Total remaining reserves on lease W-6266 are 21,930,000 tons. However, due
to a renegotiation provision regarding the royalty payable under the lease and
the cap on the amount of the overriding royalty, the Trust no longer receives an
overriding royalty on coal produced after March 31, 1996. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations."
6
<PAGE> 10
(iii) BIG HORN MINE. Big Horn Coal Company ("Big Horn") has operated
this mine, which is located approximately 5 miles north of Sheridan, Wyoming, in
Sheridan County. Big Horn is a wholly owned subsidiary of KCP Inc. The Big Horn
Mine in its entirety includes approximately 4,890 acres and has an annual
productive capacity of 100,000 tons. The capacity of the Big Horn Mine decreased
from 3,000,000 tons to 100,000 tons due to the fact that a large part of the
plant serving the Big Horn Mine has been permanently torn down. The Trust owns
royalty interests in three (3) productive leases at the Big Horn Mine.
The terms of the Trust's royalty interests and the estimated total
recoverable reserves of each lease are set forth in the table below, of which
the accompanying notes are an integral part:
<TABLE>
<CAPTION>
Estimated
Total
Recoverable
Terms of reserves
Lease Lessor Royalties (in tons)
- ----- ------ --------- ---------
<S> <C> <C> <C>
Hitson Whitney Holdings
Lease Corp. */ 12 1/2% of selling 413,000
- price
Hitson-Schreibeis Whitney Holdings
Lease Corp. 10 cents per ton 761,000
Flying V Whitney Holdings 10% of avg. gross
Lease Corp. sales price **/ 866,000
-- -------
Total Estimated Recoverable Reserves 2,040,000
=========
</TABLE>
The Trustee understands that Level 3 anticipates minimal production from
the Big Horn Mine in 2000 (and in future years) as a result of the expiration of
the primary coal sales contract at the end of 1988. See "Management's Discussion
and Analysis of Financial Condition and Results of Operations," below.
- ----------------------
*/ Peter Kiewit Sons' Co.'s name was changed to Whitney Holdings Corp. effective
March 19, 1998. Whitney Holdings Corp. is a wholly-owned subsidiary of PKS
Information Services, Inc., which in turn is a wholly-owned subsidiary of Level
3 Communications Inc.
**/ By the terms of the assignment by which it was created, the royalty payable
for this lease is 10% of the average gross sales price per ton or, if greater,
the highest royalty payable to the U.S. government for similar quality coal
mined in the State of Wyoming.
7
<PAGE> 11
(iv) SPRING CREEK MINE. Spring Creek Coal Company ("Spring Creek")
operates this mine, which is located in Big Horn County, Montana, approximately
25 miles north of Sheridan, Wyoming. Spring Creek is a subsidiary of NERCO, Inc.
The Spring Creek Mine in its entirety includes approximately 2,560 acres and has
an annual productive capacity of 12,000,000 tons.
The Trust owns an overriding royalty interest in one productive lease at
the Spring Creek Mine. The terms of the overriding royalty interest and the
estimated total recoverable reserves of the lease are set out below:
<TABLE>
<CAPTION>
Estimated
Terms of Total Recover-
Overriding able reserves
Lease Lessor Royalties (in tons)
- ----- ------ --------- ---------
<S> <C> <C> <C>
M-069782 United States 10 cents per ton*/ 54,000,000
- ==========
</TABLE>
(v) REVISED PRODUCTION ESTIMATES. The numbers set forth in the charts
above in the column entitled "Estimated Total Recoverable Reserves" reflect
estimates made at the time of the formation of the Trust in 1982, reduced to
reflect the amount of coal actually extracted from the relevant leases. As a
result, certain of these numbers do not reflect current conditions in the coal
market. In light of recent reductions in the amounts of coal purchased under
existing coal contracts (based both upon elections by customers to take the
minimum quantities of coal permitted under the terms of such agreements and upon
amendments of such agreements) and current conditions in the coal market, the
amount of coal expected to be produced from such leases has been significantly
reduced. As of December 31, 1999, the Trustee understands that the amounts of
coal expected to be recovered from the relevant leases were as follows:
<TABLE>
<CAPTION>
Lease Revised Estimate
----- ----------------
<S> <C>
M-073093 11,274,000
W-6266 - 0 -
0-27475 - 0 -
Hitson - 0 -
</TABLE>
- -----------------------
*/ Under the terms of the lease, if the production royalty payable to the United
States is increased, then the overriding royalty will be recomputed to equal
10.75% of such production royalty.
8
<PAGE> 12
<TABLE>
<S> <C>
Hitson-Schreibeis - 0 -
Flying V 50,000
------
</TABLE>
(b) NON-PRODUCING LEASES. In addition to its interests in these
productive leases, the Trust has overriding royalty interests in three (3)
leases, containing 27,800,000 tons of total estimated recoverable coal reserves
from which no production is currently contemplated and in four (4) leases,
containing approximately 19,300,000 tons of coal, which are considered to be not
minable because of access, alluvial valley, or other problems.
Item 3. LEGAL PROCEEDINGS.
None.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable.
PART II
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.
(a) MARKET INFORMATION. There is no established public trading
market for the Units. The Units have not been registered under the Securities
Act of 1933 ("1933 Act"), nor have they been registered under the securities
laws of any state. Accordingly, resales of the Units are subject to certain
restrictions on transferability.
Under the 1933 Act, the Units should be treated as "restricted
securities." As such, resales of the Units are subject to certain restrictions
on transferability under the federal securities laws. Unit Holders should
consult with their own counsel regarding their ability to sell their Units.
However, under the Securities and Exchange Commission's Rule 144, a Unit Holder
who is not an "affiliate" */ of the Trust and has held his or her Units since
the creation of the Trust should be able to sell such Units without restriction.
Any Unit Holder who has acquired his or her Units since the creation of the
Trust should likewise be able to sell such Units without restriction so long as
at least two years have elapsed since such Units were owned by any affiliate of
the Trust. In this regard,
- -------------------------
*Under Rule 144(a)(i), an "affiliate" of the Trust would be any person that
directly, or indirectly through one or more intermediaries, controls, or is
controlled by, or is under common control with, the Trust.
9
<PAGE> 13
it should also be noted that sales of the Units might be made without compliance
with Rule 144 pursuant to the less definite standards of the so-called Section
4 (1-1/2) exemption from the registration requirements of the 1933 Act.
None of the Units is subject to outstanding options or warrants to
purchase, and no securities are convertible into Units. Under the terms of the
Trust Indenture, the Trust may not issue additional Units.
(b) HOLDERS. The Units are the only class of security issued by
the Trust. The table below sets forth the approximate number of Unit Holders of
record on December 31, 1999:
<TABLE>
<CAPTION>
Approximate Number
------------------
Title of Class of Unit Holders
-------------- ---------------
<S> <C>
Units of Beneficial 813
===
Interest
</TABLE>
(c) DIVIDENDS. The Trust pays no dividends since it is not a
corporation. Within ten (10) business days after the end of each calendar
quarter, however, the Trustee will distribute the Quarterly Distribution Amount
(as defined below) for the three preceding months, together with any
undistributed interest earned on each such amount to the payment date. This
distribution is made pro rata to Unit Holders of record on the last business day
for each such quarter (the "Quarterly Record Date").
The Quarterly Distribution Amount distributed to each Unit Holder
is the excess, if any, of (i) the cash received during such quarter that is
attributable to the royalties and overriding royalties held by the Trust, plus
any decrease in any cash reserve theretofore established by the Trustee for the
payment of liabilities of the Trust, plus any other cash receipts of the Trust
during such quarter other than interest earned on the Quarterly Distribution
Amount for any other quarter that is earned before the actual distribution for
the fiscal quarter that includes that other quarter, over (ii) the liabilities
of the Trust paid during such quarter plus the amount of any cash reserve
established or increased by the Trustee for the payment of any future or
contingent liabilities of the Trust.
The table below shows the aggregate Quarterly Distribution Amounts
(including interest) for each quarter during 1999 and 1998 and shows the date on
which such amounts were distributed:
10
<PAGE> 14
<TABLE>
<CAPTION>
1999
----
Quarter Date Dis- --Distribution Amounts--
Ended tributed In Total Per Unit
----- -------- -------- --------
<S> <C> <C> <C>
March 31, 1999 04/12/99 $1,768,656 $.139998
June 30, 1999 07/11/99 246,668 .019525
Sept. 30, 1999 10/07/99 2,563,428 .202908
Dec. 31, 1999 01/12/00 253,525 .020068
------------ ---------
Total Distributed $4,832,277 $.382499
============ =========
<CAPTION>
1998
----
Quarter Date Dis- --Distribution Amounts--
Ended tributed In Total Per Unit
----- -------- -------- --------
<S> <C> <C> <C>
March 31, 1998 04/13/98 $2,535,543 $.200701
June 30, 1998 07/10/98 197,923 .015667
Sept. 30, 1998 10/09/98 2,897,099 .229320
Dec. 31, 1998 01/13/99 163,236 .012921
------------ --------
Total Distributed $5,793,801 $.458609
============ ========
</TABLE>
11
<PAGE> 15
Item 6. SELECTED FINANCIAL DATA.
The table below sets forth selected financial data, drawn from the
Trust's audited financial statements, for each of the last five years.
<TABLE>
<CAPTION>
Years Ended December 31,
------------------------
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Royalty and $4,890,823 $5,846,421 $5,558,238 $5,829,963 $7,581,124
Interest
Income
Trust (58,546) (52,620) (47,481) (49,637) (47,023)
Expenses ---------- ---------- ---------- ---------- ----------
Distributable
Income $4,832,277 $5,793,801 $5,510,757 $5,780,326 $7,534,101
========== ========== ========== ========== ==========
Distributable $ .382499 $ .458609 $ .436204 $ .457542 $ .596362
Income Per Unit ========== =========== =========== =========== ===========
(12,633,432
units)
Total Assets $ 310,166 $ 232,351 $ 263,038 $ 335,164 $ 258,931
========== =========== =========== =========== ===========
</TABLE>
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
Distributable income (the total amount of net royalty and overriding
royalty payments received from the various mines, increased by the amount of
interest earned and any other amounts received by the Trust and decreased by the
amount of Trust expenses) for 1999 was $4,832,277 compared to $5,793,801 for
1998 and compared to $5,510,757 for 1997.
12
<PAGE> 16
The following schedule reflects the royalty and overriding royalty
payments received by the Trust in respect of leases at the following mines:
<TABLE>
<CAPTION>
Mine 1999 1998 1997
---- ---- ---- ----
<S> <C> <C> <C>
Decker $ 3,564,221 $ 4,689,836 $ 4,587,359
Black Butte -0- - 0 - (274)
Spring Creek 1,147,419 974,359 872,942
Big Horn 136,749 126,347 40,156
----------- ----------- -----------
$ 4,848,389 $ 5,790,542 $ 5,500,183
=========== =========== ===========
</TABLE>
(a) DECKER MINE. The amount of royalties and overriding
royalties received by the Trust with respect to the Decker Mine decreased to
$3,564,221 in 1999 from $4,689,836 in 1998. The amount of royalties and
overriding royalties received by the Trust with respect to the Decker Mine
increased to $4,689,836 in 1998 from $4,587,359 in 1997. These changes were the
net result due to changes in the relative amounts of coal mined under leases
bearing high and low overriding royalty rates per ton, which were a normal
result of the execution of a mining plan encompassing several coal leases
bearing different royalty rates.
(b) BLACK BUTTE MINE. The royalties received by the Trust from
the Black Butte Mine are $0, $0 and ($274) for 1999, 1998 and 1997,
respectively, primarily because, under the current lease structure, as of March
31, 1996, lease number W-6266 had reached the cap on the amount of overriding
royalty payable to the Trust for this mine and because the production for lease
number 0-27475 is zero. The $274 payment in 1997 relates to a revision in the
royalties from the first quarter of 1996.
(c) SPRING CREEK MINE. Royalties received by the Trust with
respect to the Spring Creek Mine increased to $1,147,419 in 1999 from $974,359
in 1998. The increase reflects increased production under the applicable lease.
Royalties received from the Spring Creek Mine increased to $974,359 during 1998
from $872,942 in 1997. The increase reflects increased production under the
applicable lease.
(d) BIG HORN MINE. Royalties received by the Trust with respect
to the Big Horn Mine increased to $136,749 in 1999 from $126,347 in 1998. The
increase reflects increased production under the applicable lease.
13
<PAGE> 17
Royalties received from the Big Horn Mine increased to $126,347
during 1998 from $40,156 in 1997. The increase reflects increased production
under the applicable lease.
(e) TRUST EXPENSES. increased to $58,546 in 1999 from $52,620 in
1998. The increase was primarily due to an increase in legal and accounting
expenses as well as certain administrative expenses.
(f) YEAR 2000 ISSUE.
The "Year 2000" computer problem refers to the inability of many
computer applications worldwide to properly recognize the date change from
December 31, 1999, to January 1, 2000, potentially causing production of
erroneous data, miscalculations, system failures and other operational problems.
A number of precautions were taken during the fiscal year 1999 to prepare for
potential problems.
We did not experience any significant business disruptions as a
result of the transition into the year 2000 and do not expect any such
disruptions in the future.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MATERIAL RISKS.
Not applicable
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
(a) FINANCIAL STATEMENTS. The following documents are filed as
part of the Trust's financial statements for the period from January 1, 1999 to
December 31, 1999:
(1) Report of Independent Accountants
(2) Statements of Assets, Liabilities and Trust Corpus
(3) Statements of Distributable Income and Statements of
Changes in Trust Corpus
(4) Notes to Financial Statements
14
<PAGE> 18
KIEWIT ROYALTY TRUST
----------
FINANCIAL STATEMENTS
as of December 31, 1999 and 1998
and for the three years ended
December 31, 1999
<PAGE> 19
REPORT OF INDEPENDENT ACCOUNTANTS
The Trustee and Unit Holders
Kiewit Royalty Trust
We have audited the accompanying statements of assets, liabilities and trust
corpus of Kiewit Royalty Trust as of December 31, 1999 and 1998, and the related
statements of distributable income and changes in trust corpus for each of the
three years in the period ended December 31, 1999. These financial statements
are the responsibility of the Trustee. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by the Trustee, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
As described in Note 1, the financial statements have been prepared on the basis
of accounting which differs in some respects from accounting principles
generally accepted in the United States. Accordingly, the accompanying financial
statements are not intended to present financial position and results of
operations of Kiewit Royalty Trust in conformity with accounting principles
generally accepted in the United States.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the assets, liabilities and trust corpus of Kiewit
Royalty Trust as of December 31, 1999 and 1998, and the distributable income and
changes in trust corpus for each of the three years in the period ended December
31, 1999, in conformity with the basis of accounting described in Note 1 to the
financial statements.
/s/ PricewaterhouseCoopers LLP
Omaha, Nebraska
March 24, 2000
16
<PAGE> 20
KIEWIT ROYALTY TRUST
STATEMENTS OF ASSETS, LIABILITIES AND TRUST CORPUS
December 31, 1999 and 1998
<TABLE>
<CAPTION>
ASSETS 1999 1998
---- ----
<S> <C> <C>
Cash equivalents $ 253,524 $ 163,236
Royalty and overriding royalty
interests in coal lease 167,817 167,817
Less accumulated amortization (111,175) (98,702)
--------- ---------
Net royalty and overriding royalty
interests in coal leases 56,642 69,115
--------- ---------
Total Assets $ 310,166 $ 232,351
========= =========
LIABILITIES AND TRUST CORPUS
Distributions payable to unit holders $ 253,524 $ 163,236
Trust corpus: 12,633,432 units of beneficial
interest authorized and outstanding 56,642 69,115
--------- ---------
Total Liabilities and Trust Corpus $ 310,166 $ 232,351
========= =========
</TABLE>
The accompanying notes are an integral part
of the financial statements.
17
<PAGE> 21
KIEWIT ROYALTY TRUST
STATEMENTS OF DISTRIBUTABLE INCOME
for the three years ended December 31, 1999
<TABLE>
<CAPTION>
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Royalty income $4,848,389 $5,790,542 $5,500,183
Interest income 42,434 55,879 58,055
Trust expenses (58,546) (52,620) (47,481)
------- ------- -------
Distributable income $4,832,277 $5,793,801 $5,510,757
========== ========== ==========
Distributable income per unit $ .382499 $ .458609 $ .436204
========== ========== ==========
</TABLE>
STATEMENTS OF CHANGES IN TRUST CORPUS
for the three years ended December 31, 1999
<TABLE>
<CAPTION>
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Trust corpus, beginning of year $ 69,115 $ 82,206 $ 90,896
Amortization of royalty interests (12,473) (13,091) (8,690)
Distributable income 4,832,277 5,793,801 5,510,757
Distributions to unit holders (4,832,277) (5,793,801) (5,510,757)
---------- ---------- ----------
Trust corpus, end of year $ 56,642 $ 69,115 $ 82,206
========== =========== ===========
</TABLE>
The accompanying notes are an integral part
of the financial statements.
18
<PAGE> 22
KIEWIT ROYALTY TRUST
NOTES TO FINANCIAL STATEMENTS
1. Summary of Significant Accounting Policies and Basis of Accounting:
(a) Basis of Accounting:
The financial statements of Kiewit Royalty Trust (the "Trust") are
prepared on the following basis:
(1) The royalty income recorded for a month is the amount
received from the lease holder for such month.
(2) Trust administration expenses are recorded in the month
they accrue.
This basis for reporting royalty income is thought to be the most
meaningful because distributions to unit holders for a month are
based on net cash receipt for such month. However, these
statements differ from financial statements prepared in accordance
with accounting principles generally accepted in the United States
because under such principles royalty income for a month would be
based on production for such month, without regard to when royalty
payments are received. In addition, amortization of the net
royalty and overriding royalty interests, which is calculated on a
units-of-production basis on a lease, is charged directly to trust
corpus since such amount does not affect distributable income.
(b) Cash Equivalents:
Cash equivalents consist of money market funds, which are recorded
at cost plus interest.
2. Trust Organization and Provisions:
The Trust was established on May 17, 1982. Units of beneficial interest
(Units) in the Trust were distributed on June 23, 1982 to Class B and Class C
shareholders of record of Level 3 Communications, Inc., formerly Peter Kiewit
Sons', Inc. ("Level 3"), as of June 10, 1982. Such shareholders were citizens
of the United States. These shareholders received one Unit in the Trust for
each share of Level 3 stock held. On June 28, 1982, Level 3 conveyed to the
Trust royalty and overriding royalty interests owned by Level 3's subsidiaries
in certain coal properties in Montana and Wyoming.
19
<PAGE> 23
KIEWIT ROYALTY TRUST
NOTES TO FINANCIAL STATEMENTS, CONTINUED
2. Trust Organization and Provisions, Continued:
U.S. Bank National Association is the Trustee for the Trust. The terms
of the trust indenture provide, among other things, that:
(a) the Trust shall not engage in any business or investment activity
of any kind or acquire any assets other than those initially
conveyed to the Trust;
(b) the Trustee may not sell all or any part of the royalty interests
unless approved by a majority of Units outstanding, in which case
the sale must be for cash and the proceeds promptly distributed;
(c) the Trustee may establish a cash reserve for the payment of any
liability which is contingent or uncertain in amount;
(d) the Trustee will make cash distributions to the unit holders in
January, April, July and October of each year as discussed in Note
4; and
(e) in September 1994, the Trust Indenture was amended to authorize
the Trustee to invest funds in government obligations,
government-secured obligations and funds registered pursuant to
the Investment Company Act of 1940.
3. Royalty and Overriding Royalty Interests:
The cash received by the Trustee from the royalty interest will consist
of a specified amount per ton or a specified fraction of the value of the
total production of the property, free of the expense of development and
operation.
The initial carrying value of the royalty and overriding royalty
interests in coal leases of $167,817 represents Level 3's historical net
book value at the date of the transfer to the Trust.
4. Distributions to Unit Holders:
The amounts to be distributed to unit holders (Quarterly Distribution
Amount) are determined on a quarterly basis. The Quarterly Distribution
Amount is the excess of (i) the cash received during the quarter which is
attributable to royalties, plus any decrease in cash reserves, plus any
other cash receipts of the Trust during the quarter over (ii) the
liabilities of the Trust paid during the quarter, plus any increase in
cash reserves. The Quarterly Distribution Amount is payable to unit
holders of record as of the last business day of each quarter. The cash
distributions are made quarterly within the first 10 business days of
January, April, July and October.
20
<PAGE> 24
KIEWIT ROYALTY TRUST
NOTES TO FINANCIAL STATEMENTS, CONTINUED
5. Income Taxes:
Provision for federal and state income taxes has not been made in the
financial statements since, in the opinion of legal counsel, the Trust
should be treated as a "grantor trust" which is not a taxable entity.
6. Summary of Quarterly Financial Data (Unaudited):
The following is a summary of the unaudited quarterly financial
information:
<TABLE>
<CAPTION>
Distributable
Royalty Distributable Income
For the year ended December 31, 1999: Income Income Per Unit
- ------------------------------------- --------- -------------- --------------
<S> <C> <C> <C>
March 31, 1999 $1,774,480 $1,768,656 $.139998
June 30, 1999 253,698 246,668 .019525
September 30, 1999 2,557,650 2,563,428 .202908
December 31, 1999 262,561 253,525 .020068
---------- ---------- --------
$4,848,389 $4,832,277 $.382499
========== ========== ========
For the year ended December 31, 1998:
March 31, 1998 $2,534,970 $2,535,543 $ .200701
June 30, 1998 203,430 197,923 .015667
September 30, 1998 2,884,143 2,897,099 .229320
December 31, 1998 167,999 163,236 .012921
---------- ---------- --------
$5,790,542 $5,793,801 $ .458609
========== ========== =========
</TABLE>
21
<PAGE> 25
(b) SUPPLEMENTARY DATA. Not applicable.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
Not Applicable.
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The Trust was created as a trust under the laws of the State of
Nebraska and its Indenture does not provide for the election of directors or
officers. U.S. Bank National Association serves as Trustee. See Item 1, above.
Item 11. EXECUTIVE COMPENSATION.
As stated in Item 10, above, the Trust has no directors and no
officers.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
(a) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS. The
following table sets forth the only person who, as of December 31, 1999, was
known by the Trust to be a beneficial owner of more than five percent of the
Units:
<TABLE>
<CAPTION>
Name and Amount and
Address of Nature of
Title of Beneficial Beneficial Percent of
Class Owner Ownership Class
----- ----- --------- -----
<S> <C> <C> <C>
Units of Walter Scott, Jr. 800,000 Units 6.33%
Beneficial 1000 Kiewit Plaza
Interest Omaha, NE 68131
</TABLE>
(b) SECURITY OWNERSHIP OF MANAGEMENT. There are no executive
officers or directors of the Trust. See Item 10, above. As of December 31, 1999,
U.S. Bank National Association, Trustee, did not beneficially own any Units in
the Trust.
(c) CHANGES IN CONTROL. As of December 31, 1999, the Trust had
no knowledge of any arrangements, the operation of which could, at a subsequent
date, result in a change of control of the Trust.
22
<PAGE> 26
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
(a) TRANSACTIONS WITH MANAGEMENT AND OTHERS. As stated in Item
10, above, the Trust has no directors and no officers. During 1999, there were
no transactions to which the Trust was a party and in which any persons known to
the Trust to be the beneficial owners of more than five percent of the Units had
a direct or indirect material interest.
(b) CERTAIN BUSINESS RELATIONSHIPS. There are no directors or
nominees for director of the Trust. See Item 10, above.
(c) INDEBTEDNESS OF MANAGEMENT. As stated in Item 10, above,
the Trust has no directors and no officers.
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K.
(a) (1) FINANCIAL STATEMENTS. See Item 8, above.
(2) FINANCIAL STATEMENT SCHEDULES. See Item 8, above,
and Item 14(d), below.
(3) EXHIBITS. See Item 14(c), below.
(b) REPORTS ON FORM 8-K. The Trust did not file any reports on
Form 8-K during the quarter ended December 31, 1999.
(c) EXHIBITS. The following exhibits are attached hereto and
incorporated by reference unless noted otherwise.
4.1 Kiewit Royalty Trust Indenture dated May 17, 1982,
as amended June 9, 1982, and June 23, 1982 (filed as Exhibit 1 to the Trust's
Form 10 filed with the Securities and Exchange Commission on December 23, 1982,
and incorporated herein by reference).
4.2 Order dated September 23, 1994, of the County Court
of Douglas County, Nebraska (filed as Exhibit 2 to the Trust's Form 10-Q filed
with the Securities and Exchange Commission on November 14, 1994, and
incorporated herein by reference).
27.1 Financial Data Schedule.
23
<PAGE> 27
99.1 Location Map of Coal Properties (filed as Exhibit 2
to the Trust's Form 10-K filed with the Securities and Exchange Commission on
March 31, 1985, and incorporated herein by reference).
24
<PAGE> 28
S I G N A T U R E S
Pursuant to the requirements of Section 13 of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
KIEWIT ROYALTY TRUST (Registrant)
By: U.S. Bank National Association
in its capacity as Trustee and not in its individual
capacity or otherwise
Date: March 28, 2000 By: /s/ Susan K. Rosburg
Susan K. Rosburg
Trust Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Annual Report on Form 10-K has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates indicated.
Name Capacity Date
---- -------- ----
U.S. Bank National Association Trustee March 28, 2000
By: /s/ Susan K. Rosburg
------------------------
Susan K. Rosburg
Trust Officer
25
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> DEC-31-1999
<CASH> 253,524
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 310,166
<CURRENT-LIABILITIES> 253,524
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 56,642
<TOTAL-LIABILITY-AND-EQUITY> 310,166
<SALES> 0
<TOTAL-REVENUES> 4,890,823
<CGS> 0
<TOTAL-COSTS> 4,832,277
<OTHER-EXPENSES> 58,546
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-BASIC> .38
<EPS-DILUTED> .38
</TABLE>
