SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934 (Amendment No.
17)*
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)
December 31, 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 26,741,500,
which constitutes approximately 25.8% of the total number of
Depositary Units outstanding. All ownership percentages set forth herein
assume that there are 103,465,778 Depositary Units 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: 24,364,400 (1)
Number of
Units
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 24,364,400 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
24,364,400
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Units:
/ /
13. Percent of Class Represented by Amount in Row (11): 23.5%
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: 83,100
Number of
Units
Beneficially 8. Shared Voting Power: 24,953,200 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: 83,100
Person
With
10. Shared Dispositive Power: 24,953,200 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
25,036,300 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Units:
/ /
13. Percent of Class Represented by Amount in Row (11): 24.2%
14. Type of Reporting Person: IN
- -------------
(1) Solely in his capacity as one of two general partners of Alpine
Capital, L.P., with respect to 24,364,400 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.
<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: 24,364,400 (1)(2)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 24,364,400 (1)(2)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
24,364,400 (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Units:
/ /
13. Percent of Class Represented by Amount in Row (11): 23.5%
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: 24,953,200 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 24,953,200 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
24,953,200 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Units:
/ /
13. Percent of Class Represented by Amount in Row (11): 24.1%
14. Type of Reporting Person: IN
- ------------
(1) Solely in his capacity as President and sole stockholder of Algenpar,
Inc., which is one of two general partners of Alpine Capital, L.P.,
with respect to 24,364,400 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>
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>
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>
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>
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>
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>
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,
as amended by Amendment No. 6 dated February 8, 1999, as amended by
Amendment No. 7 dated March 8, 1999, as amended by Amendment No. 8 dated
April 8, 1999, as amended by Amendment No. 9 dated May 12, 1999, as
amended by Amendment No. 10 dated July 8, 1999, as amended by Amendment
No. 11 dated August 5, 1999, as amended by Amendment No. 12 dated August
25, 1999, as amended by Amendment No. 13 dated September 15, 1999, as
amended by Amendment No. 14 dated October 6, 1999, as amended by Amendment
No. 15 dated November 3, 1999, as amended by Amendment No. 16 dated
November 17, 1999 (the "Schedule 13D"), relating to the Depositary Units
(the "Units"), of Phosphate Resource Partners Limited Partnership (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.
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) $231,727,766.85
R. Bruce Personal Funds $ 563,993.75
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.
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 24,364,400, which constitutes
approximately 23.5% of the outstanding Units.
R. BRUCE
Because of his positions as one of two general partners of Alpine
and 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, R. Bruce may, pursuant to Rule 13d-3 of the Act,
be deemed to be the beneficial owner of an aggregate of 25,036,300
Units, which constitutes approximately 24.2% 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 24,364,400 Units, which constitutes approximately
23.5% 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 24,953,200 Units, which constitutes approximately
24.1% 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
24,364,400 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
24,364,400 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.
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
24,364,400 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 24,364,400
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
11/23/99 16,500 $ 10.63
11/24/99 22,000 10.62
11/26/99 18,600 10.67
11/29/99 38,500 10.62
11/30/99 44,800 10.63
12/01/99 16,600 10.64
12/02/99 18,300 10.55
12/03/99 11,400 10.42
12/06/99 20,000 10.32
12/06/99 29,000 10.28
12/07/99 62,500 10.37
12/07/99 14,900 10.28
12/08/99 20,000 10.42
12/08/99 40,400 10.36
12/09/99 33,000 10.30
12/10/99 29,400 10.19
12/13/99 55,300 10.05
12/14/99 16,300 10.10
12/15/99 15,500 10.05
12/15/99 10,000 10.11
12/16/99 20,000 10.05
12/17/99 17,900 9.92
12/17/99 12,000 10.06
12/20/99 26,600 10.01
12/20/99 9,100 10.01
12/21/99 60,000 9.96
12/22/99 28,700 9.92
12/23/99 73,000 9.81
12/23/99 10,000 9.86
12/27/99 34,000 9.92
12/28/99 51,000 9.79
12/29/99 35,300 9.78
12/30/99 48,600 9.75
12/31/99 96,800 9.95
01/03/00 35,000 9.95
01/04/00 20,000 9.94
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: January 4, 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
/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.
