SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. )*
BP Prudhoe Bay Royalty Trust
(Name of Issuer)
Units of Beneficial Interest
(Title of Class of Securities)
055630107
(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)
November 20, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
*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 Units reported herein is 1,209,100 units, which
constitutes approximately 5.7% of the total number of units outstanding. All
ownership percentages set forth herein assume that there are 21,400,000 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: 1,138,900 (1)
Number of
Units
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,138,900 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,138,900
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Units:
/ /
13. Percent of Class Represented by Amount in Row (11): 5.3%
14. Type of Reporting Person: PN
- ------------
(1) Power is exercised through its two general partners, Robert W. Bruce III
and Algenpar, Inc.
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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: 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: 1,209,100 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 1,209,100 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,209,100 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Units:
/ /
13. Percent of Class Represented by Amount in Row (11): 5.7%
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 1,138,900 Units, and in his capacity as a principal
of The Robert Bruce Management Co., Inc., which has shared investment
discretion over Units owned by The Anne T. and Robert M. Bass Foundation,
with respect to 70,200 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: 1,138,900 (1)(2)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 1,138,900 (1)(2)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,138,900 (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Units:
/ /
13. Percent of Class Represented by Amount in Row (11): 5.3%
14. Type of Reporting Person: CO
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(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.
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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: 1,209,100 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 1,209,100 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,209,100 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Units:
/ /
13. Percent of Class Represented by Amount in Row (11): 5.7%
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 1,138,900 Units, and in his capacity as a director of The Anne
T. and Robert M. Bass Foundation, with respect to 70,200 Units.
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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: Working Capital
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: 70,200 (1)
Number of
Units
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 70,200 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
70,200
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Units:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.3%
14. Type of Reporting Person: CO
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(1) Power is exercised through its three directors, Anne T. Bass, Robert M.
Bass and J. Taylor Crandall and through Robert W. Bruce III in his
capacity as a principal of The Robert Bruce Management Co., Inc., which
has shared investment discretion over Units owned by The Anne T. and
Robert M. Bass Foundation.
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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: 70,200 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 70,200 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
70,200 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Units:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.3%
14. Type of Reporting Person: IN
- ------------
(1) Solely in her capacity as a director of The Anne T. and Robert M. Bass
Foundation.
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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: -0-
Number of
Units
Beneficially 8. Shared Voting Power: 70,200 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 70,200 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
70,200 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Units:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.3%
14. Type of Reporting Person: IN
- ------------
(1) Solely in his capacity as a director of The Anne T. and Robert M. Bass
Foundation.
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Item 1. SECURITY AND ISSUER.
This statement relates to Units of Beneficial Interest (the "Units") of BP
Prudhoe Bay Royalty Trust (the "Issuer"). The principal executive offices of
the Issuer are located at c/o Bank of New York, 101 Barclay Street, 21st Floor
West, New York, New York 10286.
Item 2. IDENTITY AND BACKGROUND.
(a) Pursuant to Rules 13d-1(f)(1)-(2) of Regulation 13D-G of the General
Rules and Regulations under the Act, the undersigned hereby file this Schedule
13D Statement on behalf of Alpine Capital, L.P., a Texas limited partnership
("Alpine"), Robert W. Bruce III ("Bruce"), Algenpar, Inc., a Texas corporation
("Algenpar"), J. Taylor Crandall ("Crandall"), The Anne T. and Robert M. Bass
Foundation ("Foundation"), Anne T. Bass ("A. Bass"), and Robert M. Bass ("R.
Bass"). Alpine, Bruce, Algenpar, Crandall, Foundation, A. Bass and R. Bass are
sometimes hereinafter collectively referred to as the "Reporting Persons." The
Reporting Persons are making this single, joint filing because they may be
deemed to constitute a "group" within the meaning of Section 13(d)(3) of the
Act, although neither the fact of this filing nor anything contained herein
shall be deemed to be an admission by the Reporting Persons that a group exists.
(b) - (c)
ALPINE
Alpine is a Texas limited partnership, the principal business of which is
the purchase, sale, exchange, acquisition and holding of investment securities.
The principal business address of Alpine, which also serves as its principal
office, is 201 Main Street, Suite 3100, Fort Worth, Texas 76102. Pursuant to
Instruction C to Schedule 13D of the Act, information with respect to Bruce and
Algenpar, the two general partners of Alpine, is set forth below.
BRUCE
Bruce's principal occupation or employment is serving as a principal of The
Robert Bruce Management Co., Inc. ("Bruce Management"). Bruce's residence
address is 934 Weed Street, New Canaan, Connecticut 06840.
Bruce Management is a New York corporation, the principal business of which
is providing consulting services and rendering investment advice to Alpine. The
principal business address of Bruce Management, which also serves as its
principal office, is P.O. Box 252, South Salem, New York 10590.
ALGENPAR
Algenpar is a Texas corporation, the principal business of which is serving
as one of two general partners of Alpine. The principal business address of
Algenpar, which also serves as its principal office, is 201 Main Street, Suite
3100, Fort Worth, Texas 76102.
CRANDALL
Crandall's principal occupation or employment is serving as Vice President-
Finance of Keystone, Inc. ("Keystone"). Crandall's business address is 201 Main
Street, Suite 3100, Fort Worth, Texas 76102.
Keystone is a Texas corporation, the principal businesses of which are
investment in marketable securities, real estate investment and development,
ownership and operation of oil and gas properties (through Bass Enterprises
Production Co. ["BEPCO"]), the ownership and operation of gas processing plants
and carbon black plants (through various partnerships) and the ownership of
interests in entities engaged in a wide variety of businesses. The principal
business address of Keystone, which also serves as its principal office, is 201
Main Street, Suite 3100, Fort Worth, Texas 76012.
BEPCO is a Texas corporation, the principal business of which is oil
exploration and drilling and producing hydrocarbons. The principal business
address of BEPCO, which also serves as its principal office, is 201 Main Street,
Suite 3100, Fort Worth, Texas 76102.
FOUNDATION
Foundation is a Texas non-profit corporation. The principal business
address of the Foundation, which also serves as its principal office, is 201
Main Street, Suite 3100, Fort Worth, Texas 76102.
A. BASS
A. Bass's residence address is 6221 Westover Drive, Fort Worth, Texas
76107, and she is not presently employed.
R. BASS
R. Bass's principal occupation or employment is serving as President of
Keystone, Inc. R. Bass's business address is 201 Main Street, Suite 3100, Fort
Worth, Texas 76102.
(d) None of the entities or persons identified in this Item 2 has, during
the last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) None of the entities or persons identified in this Item 2 has, during
the last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
(f) All of the natural persons identified in this Item 2 are citizens of
the United States of America.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
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) $17,703,493.06
Bruce Not Applicable Not Applicable
Algenpar Not Applicable Not Applicable
Crandall Not Applicable Not Applicable
Foundation Working Capital(1) $ 975,764.88
A. Bass Not Applicable Not Applicable
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.
The Reporting Persons acquired and continue to hold the Units reported
herein for investment purposes. Depending on market conditions and other
factors that each of the Reporting Persons may deem material to its investment
decision, such Reporting Person may purchase additional Units in the open market
or in private transactions. Depending on these same factors, such Reporting
Person may sell all or a portion of the Units on the open market or in private
transactions.
Except as set forth in this Item 4, the Reporting Persons have no present
plans or proposals that relate to or that would result in any of the actions
specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Act.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)
ALPINE
The aggregate number of Units that Alpine owns beneficially, pursuant to
Rule 13d-3(d)(1)(i) of the Act, is 1,138,900, which constitutes approximately
5.3% of the outstanding Units.
BRUCE
Because of his position as one of two general partners of Alpine and as
principal of Bruce Management (which has shared investment discretion over the
Units owned by the Foundation), Bruce may, pursuant to Rule 13d-3 of the Act,
be deemed to be the beneficial owner of 1,209,100 Units, which constitutes
approximately 5.7% 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
1,138,900 Units, which constitutes approximately 5.3% 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 Foundation, Crandall may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
1,209,100 Units, which constitutes approximately 5.7% 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 70,200, which constitutes approximately
0.3% 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 70,200 Units,
which constitutes approximately 0.3% of the outstanding Units.
R. BASS
Because of his position as a director of Foundation, R. Bass may, pursuant
to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 70,200 Units,
which constitutes approximately 0.3% 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 1,138,900
Units.
BRUCE
As one of two general partners of Alpine, Bruce has shared power to vote
or to direct the vote and to dispose or to direct the disposition of 1,138,900
Units. As principal of Bruce Management (which exercises shared investment
discretion over the Units owned by the Foundation), Bruce has shared power to
vote or to direct the vote and to dispose or to direct the disposition of 70,200
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 1,138,900
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 1,138,900 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 70,200 Units.
FOUNDATION
Acting through its three directors and 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 70,200 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 70,200
Units.
R. BASS
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 70,200
Units.
(c) During the past sixty days, Alpine has purchased and sold Units in
open market transactions on the New York Stock Exchange, as follows:
NO. OF UNITS PRICE PER
DATE PURCHASED (P) OR SOLD(S) UNIT
10/01/96 40,000(S) $16.80
10/02/96 52,000(S) 16.72
10/31/96 17,000(S) 16.70
11/19/96 100,000(P) 16.56
11/20/96 150,000(P) 16.56
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 during the past 60
days.
(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.
Except as set forth herein or in the Exhibit filed or to be filed herewith,
there are no contracts, arrangements, understandings or relationships with
respect to the Units owned by the Reporting Persons.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(f)(1)(iii).
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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: November 26, 1996
ALPINE CAPITAL, L.P.
By: /s/ Robert W. Bruce III
Robert W. Bruce III,
Manager
/s/ Robert W. Bruce
ROBERT W. BRUCE III
ALGENPAR, INC.
By: /s/ J. Taylor Crandall
J. Taylor Crandall,
President
/s/ J. Taylor Crandall
J. TAYLOR CRANDALL
/s/ Kevin G. Levy
Kevin G. Levy,
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 Kevin G. Levy, 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 Kevin G. Levy, 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 Kevin G. Levy, et al., to act on behalf of
Robert M. Bass previously has been filed with the Securities and Exchange
Commission.
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
99.1 Agreement pursuant to Rule 13d-1(f)(1)(iii), filed herewith
Exhibit 99.1
Pursuant to Rule 13d-1(f)(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/ Kevin G. Levy
Kevin G. Levy,
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 Kevin G. Levy, 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 Kevin G. Levy, 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 Kevin G. Levy, et al., to act on behalf of
Robert M. Bass previously has been filed with the Securities and Exchange
Commission.
