SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
Phosphate Resource Partners Limited Partnership
(Name of Issuer)
Depositary Units
(Title of Class of Securities)
719217101
(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 8, 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 15,141,600, which
constitutes approximately 14.6% of the total number of Depositary Units
outstanding. All ownership percentages set forth herein assume that there are
103,466,000 Depositary Units 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: 12,756,500 (1)
Number of
Units
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 12,756,500 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
12,756,500
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Units:
/ /
13. Percent of Class Represented by Amount in Row (11): 12.3%
14. Type of Reporting Person: PN
- ------------
(1) Power is exercised through its two general partners, Robert W. Bruce III
and Algenpar, Inc.
<PAGE>
<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: 91,100 (1)
Number of
Units
Beneficially 8. Shared Voting Power: 13,345,300 (2)
Owned By
Each
Reporting 9. Sole Dispositive Power: 91,100 (1)
Person
With
10. Shared Dispositive Power: 13,345,300 (2)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
13,436,400 (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): 13.0%
14. Type of Reporting Person: IN
- -------------
(1) Solely in his capacity as Custodian with respect to 4,000 Depositary Units
held by each of Mr. Bruce's children, Roberta W. Bruce and Caroline B.
Bruce.
(2) Solely in his capacity as one of two general partners of Alpine Capital,
L.P., with respect to 12,756,500 Depositary Units, and in his capacity as
a principal of The Robert Bruce Management Co., Inc., which has shared
investment discretion over Depositary Units owned by The Anne T. and
Robert M. Bass Foundation, with respect to 588,800 Depositary Units.
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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: 12,756,500 (1)(2)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 12,756,500 (1)(2)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
12,756,500 (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Units:
/ /
13. Percent of Class Represented by Amount in Row (11): 12.3%
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: 13,345,300 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 13,345,300 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
13,345,300 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Units:
/ /
13. Percent of Class Represented by Amount in Row (11): 12.9%
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., with
respect to 12,756,500 Depositary Units, and in his capacity as a director
of The Anne T. and Robert M. Bass Foundation, with respect to 588,800
Depositary Units.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Susan C. Bruce
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: 9,000
Number of
Units
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 9,000
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
9,000
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Units:
/ /
13. Percent of Class Represented by Amount in Row (11): <0.1%
14. Type of Reporting Person: IN
<PAGE>
<PAGE>
1. Name of Reporting Person:
The Anne T. and Robert M. Bass Foundation
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: 588,800 (1)
Number of
Units
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 588,800 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
588,800
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Units:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.6%
14. Type of Reporting Person: CO
- ------------
(1) Power is exercised through its three directors, Anne T. Bass, Robert M.
Bass and J. Taylor Crandall and through Robert W. Bruce in his capacity as
a principal of The Robert Bruce Management Co., Inc., which has shared
investment discretion over Depositary Units owned by The Anne T. and
Robert M. Bass Foundation.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Anne T. 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: -0-
Number of
Units
Beneficially 8. Shared Voting Power: 588,800 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 588,800 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
588,800 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Units:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.6%
14. Type of Reporting Person: IN
- ------------
(1) Solely in her capacity as a director of The Anne T. and Robert M. Bass
Foundation.
<PAGE>
<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: 1,696,200 (1)
Number of
Units
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,696,200(1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,696,200
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Units:
/ /
13. Percent of Class Represented by Amount in Row (11): 1.6%
14. Type of Reporting Person: CO
- ------------
(1) Power is exercised through its President and sole Director, Robert M.
Bass.
<PAGE>
<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: 1,696,200 (1)
Number of
Units
Beneficially 8. Shared Voting Power: 588,800 (2)
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,696,200 (1)
Person
With
10. Shared Dispositive Power: 588,800 (2)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,285,000 (3)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Units:
/ /
13. Percent of Class Represented by Amount in Row (11): 2.2%
14. Type of Reporting Person: IN
- ------------
(1) Solely in his capacity as President and sole Director of Keystone, Inc.
(2) Solely in his capacity as a director of The Anne T. and Robert M. Bass
Foundation.
(3) Solely in his capacity as President and sole Director of Keystone, Inc.
with respect to 1,696,200 Units, and solely in his capacity as a director
of The Anne T. and Robert M. Bass Foundation with respect to 588,800
Units.<PAGE>
<PAGE>
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 August 17, 1998,
as amended by Amendment No. 1 dated September 15, 1998, as amended by Amendment
No. 2 dated October 8, 1998, as amended by Amendment No. 3 dated November 3,
1998, as amended by Amendment No. 4 dated December 9, 1998, as amended by
Amendment No. 5 dated January 14, 1999 and as amended by Amendment No. 6 dated
February 8, 1999 (the "Schedule 13D"), relating to the Depositary Units (the
"Units"), of Phosphate Resource Partners Limited Partnership. 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) $109,473,980.61
R. Bruce Personal Funds $ 616,881.75(2)
Algenpar Not Applicable Not Applicable
Crandall Not Applicable Not Applicable
S. Bruce Personal Funds $ 59,499.00
Foundation Working Capital(1) $ 3,680,663.50
A. Bass Not Applicable Not Applicable
Keystone Working Capital(1) $ 13,324,354.20
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.
(2) Includes funds expended for the purchase of 4,000 Units each for Mr.
Bruce's children, Roberta W. Bruce and Caroline B. Bruce.
Item 4. PURPOSE OF TRANSACTION.
No material change.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby 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 12,756,500, which constitutes approximately
12.3% of the outstanding Units.
R. BRUCE
Because of his positions as (i) one of two general partners of Alpine, and
(ii) principal of Bruce Management (which has shared investment discretion over
the Units owned by the Foundation), and because of his individual ownership of
83,100 Units, and because of his role as Custodian of 4,000 Units for each of
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
13,436,400 Units, which constitutes approximately 13.0% 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
12,756,500 Units, which constitutes approximately 12.3% of the outstanding
Units.
CRANDALL
Because of his positions as President and sole stockholder of Algenpar, one
of two general partners of Alpine, and a director of the Foundation, Crandall
may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
13,345,300 Units, which constitutes approximately 12.9% of the outstanding
Units.
S. BRUCE
Pursuant to Rule 13d-3 of the Act, S. Bruce may be deemed to be the
beneficial owner of 9,000 Units, which constitutes <0.1% of the outstanding
Units.
FOUNDATION
The aggregate number of Units that Foundation owns beneficially, pursuant
to Rule 13d-3(d)(1)(i) of the Act, is 588,800, which constitutes approximately
0.6% of the outstanding Units.
A. BASS
Because of her position as a director of Foundation, A. Bass may, pursuant
to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 588,800 Units,
which constitutes approximately 0.6% 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 1,696,200, which constitutes approximately
1.6% of the outstanding Units.
R. BASS
Because of his positions as sole director of Keystone and a director of the
Foundation, R. Bass may, pursuant to Rule 13d-3 of the Act, be deemed to be the
beneficial owner of 2,285,000 Units, which constitutes approximately 2.2% 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 12,756,500
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 12,756,500
Units. As principal of Bruce Management (which exercises shared investment
discretion over the Units owned by the Foundation), R. Bruce has shared power
to vote or to direct the vote and to dispose or to direct the disposition of
588,800 Units. In addition, R. Bruce has sole power to vote or to direct the
vote and to dispose or to direct the disposition of 83,100 Units. Also, as the
Custodian of 4,000 Units held by each of 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 8,000 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 12,756,500
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 12,756,500 Units. As one
of three directors of Foundation, Crandall has shared power to vote or to direct
the vote and to dispose or to direct the disposition of 588,800 Units.
S. BRUCE
S. Bruce has sole power to vote or to direct the vote and to dispose or to
direct the disposition of 9,000 Units.
FOUNDATION
Acting through its three directors and R. Bruce (as principal of Bruce
Management which exercises shared investment discretion over the Units owned by
the Foundation), Foundation has the sole power to vote or to direct the vote and
to dispose or to direct the disposition of 588,800 Units.
A. BASS
As one of three directors of Foundation, A. Bass has shared power to vote
or to direct the vote and to dispose or to direct the disposition of 588,800
Units.
KEYSTONE
Acting through R. Bass, its President and sole director, Keystone has the
sole power to vote or to direct the vote and to dispose or to direct the
disposition of 1,696,200 Units.
R. BASS
As sole director and President of Keystone, R. Bass has sole power to vote
or to direct the vote and to dispose or to direct the disposition of 1,696,200
Units. As one of three directors of Foundation, R. Bass has shared power to
vote or to direct the vote and to dispose or to direct the disposition of
588,800 Units.
(c) Since the last 13D 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
02/10/99 101,700 $11.31
02/11/99 37,500 11.26
02/12/99 60,000 11.18
02/16/99 45,000 11.22
02/17/99 24,900 11.25
02/18/99 60,000 11.29
02/19/99 43,000 11.29
02/22/99 13,000 11.23
02/23/99 25,000 11.27
02/24/99 215,000 11.39
02/25/99 69,200 11.66
02/26/99 80,000 11.91
03/01/99 26,000 11.92
03/02/99 65,200 12.04
03/03/99 43,000 12.02
03/04/99 39,200 12.03
03/05/99 20,000 11.99
03/08/99 83,600 11.84
03/09/99 46,400 11.90
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). <PAGE>
<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: March 9, 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
/s/ Susan C. Bruce
SUSAN C. BRUCE
KEYSTONE, INC.
By: /s/ W.R. Cotham
W.R. Cotham,
Vice President
/s/ W.R. Cotham
W.R. Cotham,
Attorney-in-Fact for:
THE ANNE T. AND ROBERT M.
BASS FOUNDATION (1)
ANNE T. BASS (2)
ROBERT M. BASS (3)
(1) A Power of Attorney authorizing W.R. Cotham, et al., to act on behalf of
the Anne T. and Robert M. Bass Foundation previously has been filed with
the Securities and Exchange Commission.
(2) A Power of Attorney authorizing W.R. Cotham, et al., to act on behalf of
Anne T. Bass previously has been filed with the Securities and Exchange
Commission.
(3) 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
/s/ Susan C. Bruce
SUSAN C. BRUCE
KEYSTONE, INC.
By: /s/ W.R. Cotham
W.R. Cotham,
Vice President
/s/ W.R. Cotham
W.R. Cotham,
Attorney-in-Fact for:
THE ANNE T. AND ROBERT M.
BASS FOUNDATION (1)
ANNE T. BASS (2)
ROBERT M. BASS (3)
(1) A Power of Attorney authorizing W.R. Cotham, et al., to act on behalf of
the Anne T. and Robert M. Bass Foundation previously has been filed with
the Securities and Exchange Commission.
(2) A Power of Attorney authorizing W.R. Cotham, et al., to act on behalf of
Anne T. Bass previously has been filed with the Securities and Exchange
Commission.
(3) 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.
