<PAGE> 1
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of
the Securities Exchange Act of 1934
Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14c-5(d)(2))
[X] Definitive Information Statement
BURLINGTON RESOURCES COAL SEAM GAS ROYALTY TRUST
- -------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
Payment of Filing Fee (Check the appropriate box):
[ ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
5) Total fee paid:
------------------------------------------------------------------------
[X] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------------------
<PAGE> 2
NOTICE OF MEETING OF UNITHOLDERS
OF
BURLINGTON RESOURCES COAL SEAM GAS ROYALTY TRUST
TO BE HELD ON DECEMBER 28, 1998
To the Unitholders of
BURLINGTON RESOURCES COAL SEAM GAS ROYALTY TRUST:
Pursuant to Section 8.02 of the Trust Agreement of Burlington Resources
Coal Seam Gas Royalty Trust, a Delaware business trust (the "Trust"), San Juan
Partners, L.L.C. ("San Juan"), as a Unitholder owning of record more than ten
percent in number of the outstanding units of beneficial interest ("Units") in
the Trust, has called and hereby gives notice of a meeting of Unitholders of the
Trust. The meeting will be held on December 28, 1998, at 11:00 a.m., local time,
at NationsBank Center, 700 Louisiana Street, Suite 3100, Houston, Texas, for the
following purposes:
1. To consider and vote upon the Termination Proposal (as defined in the
accompanying Information Statement) which contemplates, among other
things, the termination of the Trust; and
2. To transact such other business as may properly come before the
meeting.
Only Unitholders of record at the close of business on December 7, 1998 are
entitled to notice of, and to exercise rights (including voting rights) at or in
connection with, the meeting. Pursuant to the Trust Agreement of the Trust, no
matter other than that stated in this notice will be acted upon at the meeting.
SAN JUAN PARTNERS, L.L.C.
By: O'Sullivan Oil & Gas Company, Inc., Manager
By: /s/ C. N. O'Sullivan
--------------------------------------------
Name: C. N. O'Sullivan
Title: President
Houston, Texas
December 8, 1998
<PAGE> 3
BURLINGTON RESOURCES COAL SEAM GAS ROYALTY TRUST
NATIONSBANK, N.A., TRUSTEE
901 MAIN STREET, SUITE 1700
DALLAS, TEXAS 75202
INFORMATION STATEMENT
FOR
MEETING OF UNITHOLDERS
TO BE HELD ON DECEMBER 28, 1998
GENERAL
This information statement is furnished to holders ("Unitholders") of
units of beneficial interest ("Units") in Burlington Resources Coal Seam Gas
Royalty Trust (the "Trust") in connection with a meeting (the "Meeting") of
Unitholders of the Trust to be held on December 28, 1998, at 11 a.m., local
time, at NationsBank Center, 700 Louisiana Street, Suite 3100, Houston, Texas,
for the purpose of considering and voting upon the proposal of a Unitholder for
the termination of the Trust and certain related matters as set forth in the
accompanying Notice of Meeting of Unitholders.
The approximate date on which this information statement is first being
sent to Unitholders is December 8, 1998.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO
SEND US A PROXY OR WRITTEN CONSENT
The Trust exists as a Delaware business trust under the Delaware
Business Trust Act pursuant to the Trust Agreement of Burlington Resources Coal
Seam Gas Royalty Trust (the "Trust Agreement") entered into effective as of May
1, 1993 by and among Burlington Resources Inc., a Delaware corporation
("Burlington Resources"), Burlington Resources Oil & Gas Company, a Delaware
corporation ("BROG"), as grantor, and Mellon Bank (DE) National Association, a
national banking association, and NationsBank, N.A., a national banking
association (as successor to NationsBank of Texas, N.A., the "Trustee"), as
trustees. The Trust owns certain net profits interests (the "Royalty Interests")
in BROG's interest in the Fruitland coal formation underlying the Northeast
Blanco Unit in the San Juan Basin of New Mexico (the "Underlying Properties").
The Royalty Interests are the only assets of the Trust, other than cash and
temporary investments being held for the payment of expenses and liabilities and
for distribution to Unitholders.
The Meeting has been called and notice thereof given by San Juan
Partners, L.L.C. ("San Juan") pursuant to the provisions of Section 8.02 of the
Trust Agreement, for the purpose of considering and voting upon the Termination
Proposal (as defined in Annex A hereto). The Termination Proposal is being
submitted by San Juan to Unitholders for approval in accordance with the terms
of that certain Purchase Agreement dated October 21, 1998 by and between BROG
and San Juan (the "Purchase Agreement"). The Purchase Agreement provides that in
connection with the termination of the Trust and the consummation of the
transactions set forth in the Purchase Agreement, the following events shall
occur: (i) the termination of that certain Gas Purchase Contract dated effective
May 1, 1993 between Meridian Oil Trading Inc. and Meridian Oil Production Inc.
(the "Gas Contract"), (ii) the amendment to that certain Gas Gathering,
Dehydrating and Treating Agreement dated May 3, 1990 between Meridian Oil
Gathering Inc. and Meridian Oil Trading Inc., as previously amended, (iii) the
assignment to San Juan of all rights and obligations of BROG and Burlington
Resources under the Trust Agreement and that certain Administrative Services
Agreement dated effective May 1, 1993 between Burlington Resources and the Trust
(the "Administrative Services Agreement"), and (iv) the termination of the
obligations of Burlington Resources under the Trust Agreement and the
Administrative Services Agreement (other than obligations which by their terms
expressly survive termination) and the release of Burlington Resources from such
obligations. The Termination Proposal includes not only the proposal to
terminate the Trust pursuant to the Trust Agreement, but also the approval of
each of the matters provided for in clauses (i) through (iv) above. A more
complete description of the Termination Proposal and these matters is contained
in Annex A, which accompanies this Information Statement and comprises a part
hereof.
1
<PAGE> 4
According to the provisions of the Trust Agreement, Unitholders owning
of record not less than 10 percent in number of the then outstanding Units may
call a meeting of Unitholders. According to Amendment No. 26 to the Schedule 13D
filed with the Securities and Exchange Commission (the "Commission") on October
26, 1998 on behalf of San Juan and its affiliates ("San Juan's Amended Schedule
13D"), San Juan was the beneficial owner of 5,867,968 Units, constituting
approximately 66.68% of the Units outstanding, at such date. SAN JUAN HAS
INFORMED THE TRUSTEE THAT IT INTENDS TO VOTE ALL ITS UNITS IN FAVOR OF THE
TERMINATION PROPOSAL.
The Trustee knows of no matter other than as stated in the foregoing
notice of meeting that is to be presented for consideration at the Meeting, and
pursuant to the Trust Agreement, no matter other than that stated in the notice
to Unitholders shall be acted upon at the Meeting.
The mailing address of the principal executive offices of the Trust is
NationsBank Plaza, 901 Main Street, Suite 1700, Dallas, Texas 75202.
THIS INFORMATION STATEMENT SHOULD BE READ CAREFULLY AS IT CONTAINS
IMPORTANT INFORMATION REGARDING THE EFFECTS AND POSSIBLE EFFECTS AND RISKS
OF THE TERMINATION PROPOSAL AS DESCRIBED IN ANNEX A.
2
<PAGE> 5
MEETING DATE AND VOTING SECURITIES
DATE, TIME AND PLACE OF THE MEETING
The Meeting will be held on December 28, 1998 at 11:00 a.m. at 700
Louisiana Street, Suite 3100, Houston, Texas.
UNITS OUTSTANDING AND VOTING RIGHTS
Pursuant to the Trust Agreement, the close of business on December 7,
1998 (the "Record Date") has been selected by the Trustee as the record date for
determination of Unitholders entitled to notice of and to vote at the Meeting
("Record Date Unitholders"). The only securities of the Trust outstanding are
the Units. Each Record Date Unitholder shall be entitled to one vote for each
Unit owned by such Record Date Unitholder on the Record Date. On the Record
Date, there were 8,800,000 Units outstanding and entitled to be voted.
VOTING PROCEDURES
The Trustee will appoint one or more inspectors of election to act at
the Meeting and to make a written report thereof. Prior to the Meeting, the
inspectors will sign an oath to perform their duties in an impartial manner and
according to the best of their ability. The inspectors will ascertain the number
of Units outstanding, determine the Units represented at the Meeting, count all
votes and ballots, and perform any other duties required by law.
The presence at the meeting in person or by proxy of Unitholders
representing a majority of the outstanding Units is necessary to constitute a
quorum to conduct business at the meeting. In determining the presence of a
quorum, any Units represented by proxies that reflect abstentions will be
treated as present and entitled to vote. With respect to the Termination
Proposal, the sole proposal scheduled to come before the Meeting, the
affirmative vote of the holders of not less than 662/3% of the outstanding Units
is required for approval, provided a quorum is present. In the case of this
proposal, abstentions or otherwise unvoted Units are effectively treated as "no"
votes. Proxies are not being solicited by either the Trust or San Juan in
connection with the Meeting.
Under the rules of the New York Stock Exchange, brokers who hold
shares in street name have discretionary authority to vote on certain "routine"
items even if they have not received instructions from the persons entitled to
vote such shares. However, brokers do not have authority to vote on "nonroutine"
items (such as the Termination Proposal) without such instructions. Such "broker
non-votes" (shares held by brokers or nominees as to which they have no
discretionary power to vote on a particular matter and have received no
instructions from the persons entitled to vote such shares) will be counted as
present (if present or represented by proxy at the Meeting) and entitled to vote
for purposes of determining whether a quorum is present but are not considered
entitled to vote on any nonroutine matter to be acted upon. For matters
requiring the affirmative vote of a super-majority of the outstanding Units
(such as the Termination Proposal) abstentions and "broker non-votes" are
effectively treated as "no" votes.
NO RIGHT OF APPRAISAL
The Trust is governed by the Delaware Business Trust Act and the Trust
Agreement. Neither the Delaware Business Trust Act nor the Trust Agreement
provide for any rights of appraisal for dissenting Unitholders. Because
Unitholders have no appraisal rights, no action or failure to act by any
Unitholder with respect to the vote on the Termination Proposal shall have the
effect of compromising or waiving any such rights.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
(a) Security Ownership of Certain Beneficial Owners. The following
table sets forth as of December 7, 1998 information with respect to the only
Unitholders known to the Trustee to be beneficial owners of more than five
percent of the outstanding Units. The following information is based upon San
Juan's Amended Schedule 13D.
3
<PAGE> 6
<TABLE>
<CAPTION>
Amount and
Nature of
Beneficial Percent
NAME AND ADDRESS OF BENEFICIAL OWNER Ownership of Class
- ------------------------------------ --------- --------
<S> <C> <C>
San Juan Partners, L.L.C................................................. 5,867,968(1) 66.68%
910 Travis Street, Suite 2150
Houston, Texas 77002
Encap Energy Capital Fund, III, L.P...................................... 5,867,968(2) 66.68%
1100 Louisiana Street, Suite 3150
Houston, Texas 77002
Encap Energy Acquisition III-B Inc....................................... 5,867,968(2) 66.68%
1100 Louisiana Street, Suite 3150
Houston, Texas 77002
ECIC Corporation......................................................... 5,867,968(2) 66.68%
1100 Louisiana Street, Suite 3150
Houston, Texas 77002
BOCP Energy Partners, L.P................................................ 5,867,968(2) 66.68%
1100 Louisiana Street, Suite 3150
Houston, Texas 77002
First Union Investors, Inc............................................... 5,867,968(2) 66.68%
One First Union Center, Fifth Floor
Charlotte, North Carolina 28288
Charles T. McCord III.................................................... 5,867,968(2) 66.68%
1201 Louisiana, #1048
Houston, Texas 77002
O'Sullivan Oil & Gas Company, Inc........................................ 5,867,968(2) 66.68%
910 Travis Street, Suite 2150
Houston, Texas 77002
Christopher P. Scully.................................................... 5,867,968(2) 66.68%
910 Travis Street, Suite 2150
Houston, Texas 77002
Scott W. Smith Funding, L.L.C............................................ 5,867,968(2) 66.68%
910 Travis Street, Suite 2150
Houston, Texas 77002
John V. Whiting.......................................................... 5,867,968(2) 66.68%
910 Travis Street, Suite 2150
Houston, Texas 77002
Andover Group, Inc.......................................................... 5,867,968(2) 66.68%
910 Travis Street, Suite 2150
Houston, Texas 77002
</TABLE>
- ----------
(1) Directly owned.
(2) Represents Units directly owned by San Juan Partners, L.L.C., a limited
liability company in which the named party holds a membership interest.
4
<PAGE> 7
(b) Security Ownership of Management. The Trust has no directors or
executive officers. As of December 7, 1998, NationsBank, N.A., the Trustee, did
not beneficially own any Units. As of December 7, 1998, Mellon Bank (DE)
National Association, the Delaware Trustee, did not beneficially own any Units.
(c) Changes in Control. The Trustee knows of no arrangements the
operation of which may at a subsequent date result in a change in control of the
Trust, unless and to the extent the Termination Proposal or the other matters,
agreements and arrangements described herein could be so characterized.
UNITHOLDER PROPOSAL FOR TERMINATION OF THE TRUST
San Juan, as a Unitholder of the Trust, has called the Meeting for
the purpose of conducting a vote of Unitholders on the Termination Proposal. The
Trust Agreement provides that the Trust may be terminated prior to January 1,
2003 only upon the affirmative vote in favor of termination by the holders of
record of not less than sixty-six and two-thirds percent (66 2/3%) of the then
outstanding Units. San Juan held of record and beneficially 5,867,968 Units,
representing approximately 66.68% of the then outstanding Units, on the Record
Date. SAN JUAN HAS INFORMED THE TRUSTEE THAT IT INTENDS TO VOTE ALL ITS UNITS IN
FAVOR OF THE TERMINATION PROPOSAL.
If the Termination Proposal is approved at the Meeting by the vote
of the requisite percentage of Record Date Unitholders, then December 28, 1998
will be the "Termination Date" of the Trust pursuant to the Trust Agreement. The
Trust Agreement specifies the procedure, following the Termination Date, for the
sale of the Trust's remaining assets (principally the Royalty Interests) and the
distribution of the proceeds from such sale, less certain administrative and
other expenses, to Unitholders pursuant to the terms and conditions set forth in
the Trust Agreement. See "Termination of the Trust as Proposed by the
Termination Proposal" in Annex A hereto.
The information contained in Annex A has been prepared by San Juan
(except as indicated otherwise therein) and provided to the Trustee for
inclusion in this information statement. Annex A contains a brief description of
the general nature of the business conducted by San Juan, certain information
regarding the background of and reasons for the Termination Proposal, a summary
of the material features of the Termination Proposal, certain information
regarding San Juan's contractual relationship with Burlington Resources and BROG
and their affiliates, and certain additional information which San Juan believes
may be of material interest to Unitholders.
Set forth on Annex B is a report prepared by Netherland, Sewell &
Associates, Inc., independent petroleum engineers (the "Reserve Report Update")
summarizing the future net revenues, estimated as of August 31, 1998 to the
Royalty Interests and proved reserves attributable to BROG's interest in the
Underlying Properties. Set forth on Annex C is a report prepared by Netherland,
Sewell & Associates, Inc., independent petroleum engineers (the "Tax Credit
Report Update") summarizing the estimated Section 29 tax credits attributable to
the Royalty Interests as of August 31, 1998. Although San Juan paid for the
preparation of the Reserve Report Update and the Tax Credit Report Update, the
information in such reports is the responsibility of Netherland, Sewell &
Associates, Inc. and not San Juan, the Trust nor the Trustee.
The Trust is by law a passive entity and the Trustee is unable to
recommend the approval or disapproval of the Termination Proposal and is unable
to engage in any business judgment as to the likely benefit or detriment to
Unitholders of such proposal. UNITHOLDERS ARE URGED TO READ ANNEX A CAREFULLY
AND IN ITS ENTIRETY. The information in Annex A is the responsibility of San
Juan and not the Trust or the Trustee.
SUMMARY OF FEDERAL INCOME TAX CONSEQUENCES
In connection with the Termination Proposal and the resulting
liquidation of the Trust pursuant to the provisions of the Trust Agreement, the
Trust will not incur any federal income tax liability as a result of the sale of
the Trust's remaining royalty interests in the Underlying Properties (the
"Remaining Royalty Interests", and the sale thereof the "NPI Sale") or payment
to Unitholders of the net proceeds from such sale (the "Liquidating
Distributions").
5
<PAGE> 8
NPI SALE AND LIQUIDATING DISTRIBUTIONS
For federal income tax purposes, the NPI Sale will be taxable to the
Unitholders of record on the Special Distribution Record Date (defined below).
Each Unitholder will recognize gain or loss on the NPI Sale measured by the
difference between the Unitholder's share of the amount realized on the NPI Sale
and his or her adjusted basis for such Unitholder's Units. The amount realized
from the NPI Sale will be allocated to Unitholders in the same manner as the
Trustee allocates the income received by the Trust (i.e., to the Unitholders of
record on the Special Distribution Record Date). Thereafter, each Unitholder may
recognize additional income or loss in an amount equal to his or her share of
any income or deductions of the Trust in accordance with his or her own method
of accounting.
Prior to determining the gain or loss resulting from the NPI Sale,
each Unitholder should reduce his tax basis (but not below zero) in the Royalty
Interests (and, correspondingly, his Units) by (1) the amount of depletion
allowable with respect to the Remaining Royalty Interests through the date of
the NPI sale, and (2) by the amount of any return of capital including returns
of capital resulting from (i) adjustments to the cash reserve maintained by the
Trust during a quarterly period and (ii) an increase in the cash reserve
maintained by the Trust in anticipation of Trust expenses incurred or in
connection with the NPI Sale and the liquidation of the Trust. See the
discussion regarding "Allocations After Vote to Terminate Trust" below.
Assuming the Unitholder holds his or her Units as a capital asset,
gain or loss from the NPI Sale will be treated as a capital gain or loss. If the
Units have been held for more than one year, the gain or loss will constitute a
long-term capital gain or loss; otherwise, the gain or loss will constitute a
short-term capital gain or loss. Notwithstanding the foregoing, a Unitholder
must, upon the NPI Sale, treat as ordinary income his depletion recapture
amount, which is an amount equal to the lesser of (i) the gain on such sale
attributable to the disposition of the Remaining Royalty Interests or (ii) the
sum of the prior depletion deductions taken with respect to the Remaining
Royalty Interests (but not in excess of the initial basis of such Units
allocated to the Remaining Royalty Interests.) Unitholders will be notified of
their respective shares of (a) ordinary income for the Trust's final fiscal year
and/or quarter and (b) the amount realized from the NPI Sale, in normal
tax-reporting fashion.
ALLOCATIONS AFTER VOTE TO TERMINATE TRUST
Generally, a Unitholder is entitled to income, depletion and Section
29 tax credits to the extent that he or she is an owner of the economic interest
at the time the coal seam gas is produced and sold. Since the inception of the
Trust, the Trustee has allocated the income associated with cash paid to the
Trust during a calender quarter, and the Section 29 tax credits and depletion
allowable with regard to such income, to Unitholders of record on the quarterly
record date for such quarter. With respect to each complete calender quarter,
the quarterly record date for such calender quarter is generally 63 days
following the end of such quarter.
San Juan has called the Meeting for the purpose of voting on San
Juan's Termination Proposal, which includes a proposal to terminate and
liquidate the Trust. Given San Juan's ownership of more that 66 2/3% of the
Units, it is expected that the vote at the Meeting will be sufficient to approve
the termination of the Trust and the other matters included in the Termination
Proposal. If such vote occurs, the Trust Agreement provides that any purchaser
of the Remaining Royalty Interests is entitled to all proceeds of production
attributable to the Remaining Royalty Interests after the date (the "Termination
Date") of the vote in favor of terminating the Trust. As a result, all cash
proceeds attributable to the period from the end of the prior calendar quarter
to the Termination Date will be allocated (based on a daily proration of the
proceeds for the entire calendar quarter) and distributed to Unitholders of
record on the Quarterly Record Date on the 63rd day following the end of the
calendar quarter in which the Termination Date occurs. However, unlike the
allocation of cash proceeds between Unitholders and the purchaser of the
Remaining Royalty Interests, income (and, correspondingly, the Section 29 tax
credits attributable to such income) and depletion attributable to the Remaining
Royalty Interests for the entire calendar quarter in which the Termination Date
occurs (and for all subsequent calendar quarters thereafter until the NPI Sale)
will be allocated to Unitholders of record on the Quarterly Record Date
following the end of such calendar quarter.
For the calendar quarter in which the NPI Sale occurs, income (and,
correspondingly, the Section 29 tax credits attributable to such income) and
depletion attributable to the Remaining Royalty Interests for the period
beginning on the first day of such calendar quarter and ending on the date of
the NPI Sale will be allocated to Unitholders of record on the Special
Distribution Record Date. As described in the Trust Agreement, the "Special
Distribution Record Date" means the end of the 15th day following the date of
the NPI Sale, unless the date of the NPI Sale is ten days or less prior
6
<PAGE> 9
to a Quarterly Record Date, in which case the Distribution Record Date will be
the next Quarterly Record Date (unless the Trustee determines that another date
is required to comply with applicable law or the rules of any securities
exchange or quotation system on which the Units are listed, in which event the
Special Distribution Record Date will be such other date). The Trustee will
endeavor to cause the Special Distribution Record Date to be a normal Quarterly
Record Date, but no assurance can be given that the NPI Sale will occur in such
a manner to cause the two dates to occur concomitantly.
Cash held by the Trust following the NPI Sale (including (i) the
remaining portion of such cash, if any, retained by the Trust following the NPI
Sale to pay expenses of the Trust incurred in connection with the liquidation,
winding up and reporting requirements, and (ii) any interest earned on proceeds
held by the Trust) will be distributed to Unitholders of record on the Special
Distribution Record Date. Within ten days following the Special Distribution
Record Date, the Trustee anticipates making a distribution of the proceeds from
the NPI Sale and any remaining cash reserves of the Trust (but excluding amounts
paid to the Trust attributable to the Remaining Royalty Interests after the
Termination Date and prior to the date of the NPI Sale) reduced by amounts used
by the Trustee to pay liabilities of the Trust or to establish a cash reserve
for anticipated expenses of the Trust incurred in connection with the
liquidation, winding up and reporting requirements of the Trust. After the Trust
has completed all of its obligations regarding the liquidation, winding up and
reporting requirements and paid all liabilities and expenses of the Trust, the
Trustee will distribute any remaining cash amount to the Unitholders of record
on the Special Distribution Record Date.
It is possible that the United States Internal Revenue Service
("IRS") may challenge the Trust's use of (i) the Special Distribution Record
Date to determine the allocation of (a) the amount realized from the NPI Sale,
and (b) for the short period beginning on the first day of the calendar quarter
in which the NPI Sale occurs and ending on the date of the NPI Sale, income
arising from the Remaining Royalty Interests, Section 29 tax credits
attributable to such income, and allowable depletion with regard thereto, or
(ii) the quarterly record date allocations for the full or final partial quarter
in which the Trust was in existence, or (iii) the allocation of income,
depletion and Section 29 tax credits attributable to the Remaining Royalty
Interest for any period less than a complete calendar quarter. Any IRS challenge
is likely to have a material adverse effect only if successful and only for
certain Unitholders.
The information above is only a summary of some of the federal
income tax consequences generally affecting the Trust and its individual U.S.
Unitholders resulting from the liquidation of the Trust. This summary does not
address the particular federal income tax consequences applicable to Unitholders
other than U.S. individuals nor does it address state or local tax consequences.
The tax consequences of the liquidation may affect Unitholders differently
depending upon their particular tax situations, and, accordingly, this summary
is not a substitute for careful tax planning and reporting on an individual
basis.
UNITHOLDERS SHOULD CONSULT THEIR TAX ADVISERS TO DETERMINE THE FEDERAL, STATE
AND OTHER INCOME TAX CONSEQUENCES OF THE NPI SALE WITH RESPECT TO THEIR
PARTICULAR TAX CIRCUMSTANCES.
MARKET FOR UNITS
The Units are listed and traded on the New York Stock Exchange under
the symbol "BRU." The following table sets forth, for the periods indicated, the
high and low sales prices per Unit on the New York Stock Exchange and the amount
of quarterly cash distributions per Unit made by the Trust.
7
<PAGE> 10
<TABLE>
<CAPTION>
Price
---------------------------
Distributions
High Low per Unit
-------- --------- -------------
<S> <C> <C> <C>
1998
First Quarter................................................... $ 9-3/8 $ 6-1/16 $.143235
Second Quarter.................................................. $ 9-7/16 $ 8-13/16 $.210321
Third Quarter................................................... $ 9-1/8 $ 7-1/16 $.210220
Fourth Quarter (through December 3)............................. $10-9/16 $ 8-1/8 $.201541
1997
First Quarter................................................... $9-3/4 $ 7-5/8 $.147801
Second Quarter.................................................. $8-1/4 $ 6-3/4 $.160766
Third Quarter................................................... $8 $ 7-1/16 $.205895
Fourth Quarter.................................................. $7-15/16 $ 5-3/8 $.125486
1996
First Quarter................................................... $13-5/8 $10-1/8 $.332882
Second Quarter.................................................. $11-3/4 $ 8-3/4 $.298843
Third Quarter................................................... $10 $ 8-3/4 $.255385
Fourth Quarter.................................................. $10 $ 8-1/4 $.250990
</TABLE>
The closing price of the Units on the New York Stock Exchange Composite Tape on
December 3, 1998 was $8-1/8 per Unit.
AVAILABILITY OF TRUST AUDITORS
Deloitte & Touche LLP serves as independent auditors of the
financial statements of the Trust. It is expected that representatives of
Deloitte & Touche LLP will attend the Meeting and be available to answer
appropriate questions from Unitholders.
INCORPORATION BY REFERENCE
The following documents filed by the Trust with the Commission are
incorporated by reference into this information statement:
(a) Annual Report on Form 10-K for the fiscal year ended December 31,
1997;
(b) Quarterly Reports on Form 10-Q for the quarters ended March 31,
June 30, and September 30, 1998;
(c) Current Report on Form 8-K dated September 25, 1998; and
(d) Trust Agreement of Burlington Resources Coal Seam Gas Royalty
Trust effective as of May 1, 1993 (filed as Exhibit 4.1 to the
Trust's Form 10-Q for the quarter ended June 30, 1993).
All documents subsequently filed by the Trust pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Information
Statement and prior to the date of the Meeting shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
thereof. Any statement contained in a document incorporated or deemed
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this information statement to the extent that a statement
contained herein, or in any subsequently filed document that also is or is
deemed to be incorporated by reference herein, modifies or supersedes such
statement. Any such statement so
8
<PAGE> 11
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of the information statement.
The Trustee will provide without charge to each person to whom this
information statement is provided, upon the written request of any such person
and by first class mail or equally prompt means within one day of receipt of
such request, a copy of any and all information that has been incorporated by
reference in this information statement (not including exhibits to the
information that is incorporated by reference unless such exhibits are
specifically incorporated by reference into the information that the information
statement incorporates). Requests for such information should be directed to Ron
E. Hooper, Vice President and Administrator of the Trustee, NationsBank, N.A.,
Trustee, 901 Main Street, Suite 1700, Dallas, Texas 75202.
BURLINGTON RESOURCES COAL SEAM GAS
ROYALTY TRUST
By: NATIONSBANK, N.A., Trustee
By: /s/ Ron E. Hooper
--------------------------------
RON E. HOOPER
Vice President and Administrator
Dallas, Texas
December 7, 1998
9
<PAGE> 12
ANNEX A
CERTAIN INFORMATION CONCERNING SAN JUAN
AND THE TERMINATION PROPOSAL
INTRODUCTION TO THE TERMINATION PROPOSAL
San Juan Partners, L.L.C., a Texas limited liability company ("San
Juan"), was organized in January 1998 for the following purposes: (i) to,
directly or indirectly, acquire, invest in, own and dispose of the units of
beneficial interest (the "Units") of the Burlington Resources Coal Seam Gas
Royalty Trust, a Delaware business trust (the "Trust"), (ii) to, directly or
indirectly, invest in, own and dispose of interests in the properties owned by
the Trust and other interests in the Northeast Blanco Unit in San Juan and Rio
Arriba Counties, New Mexico, and (iii) to exercise all of the rights and powers
conferred upon San Juan pursuant to agreements relating to the business of San
Juan. Since inception, San Juan has not engaged in any material business other
than that incident to its organization and in connection with the transactions
described in this Annex A.
San Juan is seeking to initiate proceedings to terminate the Trust.
According to the terms of the Trust Agreement among Meridian Oil Production,
Inc., Burlington Resources, Inc. ("BRI"), Mellon Bank (DE) National Association
(the "Delaware Trustee") and NationsBank N.A., (as successor to NationsBank of
Texas, N.A., the "Trustee") dated May 1, 1993 (the "Trust Agreement"), the Trust
may terminate prior to January 1, 2003 only upon the affirmative vote in favor
of termination by holders of at least 662/3% of the outstanding Units. A meeting
of the Unitholders may be called by Unitholders owning of record not less than
10% of the then outstanding Units. San Juan currently beneficially owns more
than 662/3% as of the Record Date (as defined in the Information Statement) of
the outstanding Units. See "Interest of San Juan in the Units" below.
In accordance with the terms of the Purchase and Sale Agreement (the
"Purchase Agreement") dated October 21, 1998 between San Juan and Burlington
Resources Oil & Gas Company ("BROG"), San Juan has called a meeting of the
Unitholders be called as soon as practicable for the purpose of voting on the
termination and liquidation of the Trust. As required by the Trust Agreement,
the notice of such meeting must be distributed at least 20, but not more than
60, days prior to the date of the meeting. The Information Statement is being
delivered to Unitholders in connection with the calling and holding of a meeting
of Unitholders to terminate the Trust. At the meeting of the Unitholders
described in the Information Statement, San Juan intends to vote any and all
Units beneficially owned by it at the time of such meeting in favor of
terminating the Trust. Following such meeting, if holders of record of at least
662/3% of the Units vote to terminate the Trust, it is expected that the Trustee
will commence the liquidation process in accordance with the terms of the Trust
Agreement, and that the existence of the Trust will continue until the affairs
of the Trust are liquidated and wound up. See "Termination of the Trust as
Proposed by the Termination Proposal -- Liquidation Procedure." The liquidation
and winding up of the Trust will be conducted by the Trustee in accordance with
the procedures therefor specified in the Trust Agreement.
Under the Purchase Agreement, San Juan will acquire certain leases,
leasehold interests and overriding royalty interests of BROG (collectively, the
"Leases") in and to the Fruitland coal formation in the Northeast Blanco Unit,
in San Juan and Rio Arriba Counties, New Mexico (the "Underlying Properties"),
as well as certain related assets and other contractual rights of BROG and its
affiliates,
<PAGE> 13
including certain rights under the Trust Agreement to offer to purchase the
Trust's Remaining Royalty Interests (as defined in the Trust Agreement)
following the termination of the Trust as described herein. See "Background to
the Termination Proposal -- Purchase Agreement with BROG" and "Termination of
the Trust as Proposed by the Termination Proposal -- Liquidation Procedure."
In accordance with the terms of the Trust Agreement, upon
consummation of the sale of the Trust's Remaining Royalty Interests, the Trust
will distribute the net proceeds from such sale to the Unitholders pro rata and
once such distributions have been made, the Trust will be dissolved. Following
the date of the requisite Unitholder vote to terminate the Trust (defined in the
Trust Agreement and herein as the "Termination Date"), in accordance with
Section 9.03(f) of the Trust Agreement, neither the Trust nor the Unitholders
will be entitled to any sales proceeds of production attributable to the
Remaining Royalty Interests after the Termination Date. Instead, under the Trust
Agreement, the purchaser of the Remaining Royalty Interests in accordance with
Sections 9.03(c) through (e) of the Trust Agreement will be entitled to all such
sales proceeds. See "Reasons for and Interest of San Juan in the Termination
Proposal" below.
Under the Purchase Agreement, San Juan and BROG agreed that in
connection with the Closing (defined below) and as a result of the termination
of the Trust, the following events shall occur: (i) the Gas Contract (defined
below) shall terminate as described herein, (ii) the Gathering Agreement
(defined below) shall be amended as described herein, (iii) BROG and BRI shall
assign their rights and obligations under the Trust Agreement and the
Administrative Services Agreement (defined below) to San Juan and San Juan shall
assume such rights and obligations, and (iv) the obligations of BRI under the
Trust Agreement and the Administrative Services Agreement (other than the
obligations relating to the windup of the Trust and any such obligations which
by their express terms survive the termination of the Trust) shall terminate and
BRI shall be released therefrom (the proposal to terminate the Trust and the
events described in clauses (i) through (iv) above being referred to herein as
the "Termination Proposal"). The Purchase Agreement provides that the Gas
Contract shall be terminated as of the end of the month in which the Termination
Date occurs, and the Gathering Agreement shall be amended to provide for an
annual escalation of the delivery fees of one cent per Mcf each year beginning
January 1, 1999 (with a maximum cap on such fees). Additionally, the term of the
Gathering Agreement shall be amended to continue until December 31, 2007.
IDENTITY AND BACKGROUND OF SAN JUAN
San Juan was organized in January 1998 for the purposes described
above under "Introduction to the Termination Proposal." The principal executive
offices of San Juan are located at 910 Travis Street, Suite 2150, Houston, Texas
77002, and its telephone number is (713) 759-2030.
The name, citizenship, business address and recent principal
occupation of the manager of San Juan are set forth in Schedule I to this Annex
A to the Information Statement.
The members of San Juan are (i) EnCap Energy Capital Fund III, L.P.,
a Texas limited partnership ("EnCap Energy"), (ii) EnCap Energy Acquisition
III-B, Inc., a Texas corporation ("EnCap B"), (iii) ECIC Corporation, a Texas
corporation ("ECIC"), (iv) BOCP Energy Partners, L.P., a Texas limited
partnership ("BOCP"), (v) First Union Investors, Inc., a North Carolina
corporation ("First Union Investors"), (vi) Andover Group, Inc., a Texas
corporation ("Andover"), (vii) Charles T. McCord III, (viii) O'Sullivan
- 2 -
<PAGE> 14
Oil & Gas Company, Inc., a Texas corporation ("O'Sullivan Oil"), (ix)
Christopher P. Scully ("Scully"), (x) Scott W. Smith Funding, L.L.C., a Texas
limited liability company ("Smith Funding"), and (xi) John V. Whiting
("Whiting"). EnCap Energy, EnCap B, ECIC and BOCP are sometimes collectively
referred to herein as the "EnCap Group." Andover, McCord, O'Sullivan Oil,
Scully, Smith Funding and Whiting are sometimes collectively referred to herein
as the "O'Sullivan Group." The EnCap Group, the First Union Investors and the
O'Sullivan Group are sometimes collectively referred to herein as the "Parents."
The EnCap Group, the First Union Investors and the O'Sullivan Group have
approximately a 55.1%, 24.9% and 20.0% respective interest in San Juan.
The EnCap Group. The principal business of EnCap Energy is engaging
in oil and gas investments. EnCap Investments L.C., a Texas limited liability
company ("EnCap Investments"), is the general partner of EnCap Energy. The
executive offices of EnCap Energy are located at 1100 Louisiana Street, Suite
3150, Houston, Texas 77002.
The principal business of EnCap B is engaging in oil and gas
investments. The executive offices of EnCap B are located at 1100 Louisiana
Street, Suite 3150, Houston, Texas 77002. EnCap Energy Capital Fund III-B, L.P.
is the sole shareholder of EnCap B. Current information concerning the directors
and executive officers of EnCap B is set forth on Schedule I hereto.
EnCap Energy Capital Fund III-B, L.P. is a Texas limited partnership
with its principal executive offices at 1100 Louisiana Street, Suite 3150,
Houston, Texas 77002. The principal business of EnCap Energy Capital Fund III-B,
L.P. is engaging in oil and gas investments. EnCap Investments is the general
partner of EnCap Energy Capital Fund III-B, L.P.
The principal business of ECIC is engaging in oil and gas
investments. ECIC's principal executive offices are located at 1100 Louisiana
Street, Suite 3150, Houston, Texas 77002. Energy Capital Investments Company PLC
("Energy Capital") is the sole shareholder of ECIC. Current information
concerning the directors and executive officers of ECIC is set forth on Schedule
I hereto.
Energy Capital is a company registered in England and Wales under
the Companies Act 1985 under number 2867571, with its principal executive
offices at 1100 Louisiana Street, Suite 3150, Houston, Texas 77002. The
principal business of Energy Capital is engaging in oil and gas investments.
Energy Capital is the sole shareholder of ECIC. Current information concerning
the directors of Energy Capital is set forth on Schedule I hereto.
EnCap Investments is a Texas limited liability company with its
principal executive offices at 1100 Louisiana Street, Suite 3150, Houston, Texas
77002. EnCap Investments is the general partner of EnCap Energy and EnCap Energy
Capital Fund III-B, L.P. The principal business of EnCap Investments is engaging
in oil and gas investments. Current information concerning the members and
managing directors of EnCap Investments is set forth on Schedule I hereto.
The principal business of BOCP is engaging in oil and gas
investments. The principal executive offices of BOCP are located at 1100
Louisiana Street, Suite 3150, Houston, Texas 77002. Banc One Capital Partners
VIII, Ltd. is the general partner of BOCP.
- 3 -
<PAGE> 15
Banc One Capital Partners VIII, Ltd. is an Ohio limited liability
company, with its principal executive offices at 150 East Gay Street, Columbus,
Ohio 43215. The principal business of Banc One Capital Partners, VIII, Ltd. is
operating a closed-end investment fund ("Business") that acts as the general
partner of BOCP and to engage in other activities necessary or incidental to
such Business. The managing member of Banc One Capital Partners VIII, Ltd. is
BOCP Holdings Corporation. Current information concerning the managers of Banc
One Capital Partners VIII, Ltd. is set forth on Schedule I hereto.
BOCP Holdings Corporation is an Ohio corporation with its principal
executive offices at 150 East Gay Street, Columbus, Ohio 43215. The principal
business of BOCP Holdings Corporation is investments. BOCP Holdings is a
wholly-owned subsidiary of Banc One Capital Holdings Corporation, an Ohio
corporation. Current information concerning the directors and executive officers
of BOCP Holdings Corporation is set forth on Schedule I hereto.
Banc One Capital Holdings Corporation is an Ohio corporation with
its principal executive offices at 150 East Gay Street, Columbus, Ohio 43215 and
is a wholly-owned subsidiary of BANC ONE CORPORATION. The principal business of
Banc One Capital Holdings Corporation is investments. Current information
concerning the directors and executive officers of Banc One Holdings Corporation
is set forth on Schedule I hereto.
BANC ONE CORPORATION is an Ohio corporation with its principal
executive offices at 150 E. Broad Street, Columbus, Ohio 43271. BANC ONE
CORPORATION is a bank holding company that provides a full range of consumer and
commercial banking and related financial services. Current information
concerning the directors and executive officers of BANC ONE CORPORATION is set
forth on Schedule I hereto.
First Union Investors and First Union Corporation. First Union
Investors is a wholly-owned subsidiary of First Union Corporation, a North
Carolina corporation. The principal business of First Union Investors is
engaging in various investment activities on behalf of First Union Corporation
and its affiliates. First Union Corporation is a registered bank holding company
that is principally engaged in the business of banking through its subsidiaries.
The principal executive offices of First Union Investors and First Union
Corporation are located at One First Union Center, Charlotte, North Carolina
28288. Current information concerning the directors and executive officers of
First Union Investors and First Union Corporation is set forth on Schedule I
hereto.
First Union National Bank, a wholly-owned subsidiary of First Union
Corporation, has investment discretion, but not voting authority for 200 Units.
The address of First Union National Bank is One First Union Center, Charlotte,
North Carolina 28288.
The O'Sullivan Group. The principal business of Andover is real
estate development. Andover's principal executive offices are located at 910
Travis Street, Suite 2205, Houston, Texas 77002. A. John Knapp, Jr., a United
States citizen, is the controlling shareholder and President of Andover. His
business address is 910 Travis Street, Suite 2205, Houston, Texas 77002. The
principal employment of Mr. Knapp for the preceding five years has been acting
as President of Andover. Current information concerning the directors and
executive officers of Andover is set forth on Schedule I hereto.
- 4 -
<PAGE> 16
Charles T. McCord III, a United States citizen, is the President and
owner of McCord Investment, Inc. and the general partner of McCord Production,
Ltd. His business address and the business address of McCord Production, Ltd. is
1201 Louisiana, Suite 1048, Houston, Texas 77002. The principal business of
McCord Production, Ltd. is the exploration, acquisition and enhancement of oil
and gas properties. In addition to his employment with McCord Production, Ltd.,
for the preceding five years Mr. McCord has been the managing member of CTM
1994, LLC and CTM 1995, LLC, which are all engaged in the business of oil and
gas exploration and production. The business address of McCord Investments,
Inc., CTM 1994, LLC and CTM 1995, LLC is 1201 Louisiana Street, Suite 1048,
Houston, Texas 77002. The principal business of McCord Investments, Inc. is oil
and gas exploration and production.
The principal business of O'Sullivan Oil is oil and gas exploration
and production. The principal executive offices of O'Sullivan Oil are located at
910 Travis Street, Suite 2150, Houston, Texas 77002. C. N. O'Sullivan, a United
States citizen, is the sole shareholder and the President of O'Sullivan Oil. His
business address is 910 Travis Street, Suite 2150, Houston, Texas 77002. The
principal employment of Mr. O'Sullivan for the preceding five years has been
acting as President of O'Sullivan Oil. Current information concerning the
director and executive officers of O'Sullivan Oil is set forth on Schedule I
hereto.
Christopher P. Scully, a United States citizen, is the President of
Scully Oil & Gas Company and Excelsior Exploration Corporation. His business
address, and the business address of Scully Oil & Gas Company and Excelsior
Exploration Corporation, is 910 Travis Street, Suite 2150, Houston, Texas 77002.
The principal business of Scully Oil & Gas Company and Excelsior Exploration
Corporation is oil and gas exploration and production. Mr. Scully has been
President of Scully Oil & Gas Company from 1994 to the present and has been
President of Excelsior Exploration Corporation from 1989 to the present.
The principal business of Smith Funding is to own a membership
interest in San Juan. The principal executive offices of Smith Funding are
located at 910 Travis Street, Suite 2150, Houston, Texas 77002. Current
information concerning the members and managers of Smith Funding is set forth on
Schedule I hereto.
John V. Whiting, a United States citizen, is a Consulting Operations
Manager for O'Sullivan Oil. His business address is 910 Travis Street, Suite
2150, Houston, Texas 77002. From 1993 to 1995, Mr. Whiting was an Operations
Manager for Main Energy, Inc., an oil and gas exploration and production
company, and a Vice President of Main Operating Co, Inc., a consulting and
contract operation firm. The principal executive offices of both Main Energy,
Inc. and Main Operating Co., Inc. are 1111 Fannin, Suite 1346, Houston, Texas
77002, and the principal business of both companies is oil and gas exploration
and production. From 1995 to 1996, Mr. Whiting acted as an independent
consultant for engineering and operations and the principal address from which
such operations were conducted is 5200 Nett, Houston, Texas 77007. From 1996 to
1997, he was employed as Vice President of O'Sullivan Oil.
During the last five years, neither San Juan, the Parents, nor to
the best knowledge of San Juan and the Parents, any of the persons listed in
Schedule I, has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
During the last five years, neither San Juan, the Parents, nor to
the best knowledge of San Juan and the Parents, any of the persons listed in
Schedule I was a party to a civil proceeding of a judicial or
- 5 -
<PAGE> 17
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 activities subject to, federal or state securities
laws or finding any violation of such laws.
INTEREST OF SAN JUAN IN THE UNITS
As of October 28, 1998, San Juan beneficially owned an aggregate of
5,867,968 Units, constituting approximately 66.68% of the currently outstanding
Units (the percentage of Units being based upon 8,800,000 Units outstanding as
of October 23, 1998 as set forth in the Trust's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1998).
Pursuant to the Amended and Restated Limited Liability Company
Regulations of San Juan, the Parents have shared voting and dispositive power
over the 5,867,968 Units beneficially owned by San Juan and may be deemed to be
the beneficial owner thereof. See "Security Ownership of Certain Beneficial
Owners" in the Information Statement.
BACKGROUND TO THE TERMINATION PROPOSAL
Set forth below is a description of the contacts, agreements and
other arrangements relating to San Juan's proposal to initiate proceedings to
pursue the termination of the Trust and the other aspects of the Termination
Proposal. See also "Reasons for and Interest of San Juan in the Termination
Proposal -- Existing Interest in the Underlying Properties."
Request for Inspection of Records. During the week of October 13,
1997, Scott W. Smith, a consultant to O'Sullivan Oil and a member and manager of
Smith Funding, spoke with Ron E. Hooper, Vice President of the Trustee, pursuant
to a telephone conversation. During such conversation, Mr. Smith, on behalf of
C. N. O'Sullivan, President of O'Sullivan Oil, requested an opportunity to
review the ownership ledger of the Trust. Mr. Hooper requested that Mr. Smith
provide written notice of such request.
- 6 -
<PAGE> 18
On October 20, 1997, Mr. Smith sent the following letter by overnight
courier to the Trustee:
October 20, 1997 Federal Express
Nationsbank of Texas, N.A., Trustee
Burlington Resources Coal Seam Gas Royalty Trust
910 Main Street, Suite 1700
Dallas, Texas 75202
Attention: Mr. Ron Hooper
Re: Inspection of Books
Gentlemen:
Pursuant to Article 12.01 of the Trust Agreement of the Burlington Resources
Coal Seam Gas Royalty Trust dated May 1, 1993, by and between Meridian Oil
Production, Inc., Burlington Resources, Inc., Mellon Bank National
Association and Nationsbank of Texas, N.A., Chris N. O'Sullivan, as the owner
of 20,000 units of said trust is hereby requesting the opportunity to review
the ownership ledger of the trust at your earliest convenience.
Mr. O'Sullivan owns these units in Account No. 32004087 at the firm of Morgan
Keegan & Company, Inc. Should you have any questions concerning his position,
please contact Mr. William Vaseliades at (713) 840-3628.
We are looking forward to hearing from you as soon as possible to schedule a
mutually agreeable appointment.
Very truly yours,
Scott W. Smith
SWS/ncy
On or about October 21, 1997, Mr. Smith contacted Mr. Hooper by
telephone regarding the request to review the ownership ledger of the Trust. Mr.
Hooper responded that the Trustee would confer with its counsel concerning the
Trustee's response to the request.
During the week of October 27, 1997, Mr. Smith contacted the Trustee
by telephone. During this telephone conversation with Mr. Hooper, a meeting date
of November 11, 1997, was set for Mr. Smith to review the ownership ledger
concerning the Units.
On November 11, 1997, at the offices of the Trustee, Mr. Smith
reviewed a Unit ownership ledger, dated as of September 2, 1997.
- 7 -
<PAGE> 19
On November 24, 1997, Mr. Smith contacted the Trustee by telephone.
Mr. Smith requested information concerning the calculation of the tax credit
allocation in connection with the 1997 fourth quarter distribution, which was
announced on November 1, 1997. Donald Yuchs, a representative of the Trustee, in
response to the request of Mr. Smith, faxed Mr. Smith several sheets regarding
the cash and tax credit allocation for the fourth quarter distribution.
Tender Offer of San Juan. On January 20, 1998, San Juan commenced a
tender offer to purchase 5,446,860 Units at a price of $8.25 per Unit. Because
fewer than the requisite 5,446,860 Units were tendered pursuant to the tender
offer, San Juan did not purchase any Units in accordance with the terms of the
tender offer. The tender offer expired in accordance with its terms on February
17, 1998.
Competing Tender Offer of Devon. On February 13, 1998, Devon
Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of
Devon Energy Corporation, a Nevada corporation ("Devon"), a competing bidder and
entity not affiliated with San Juan, commenced a tender offer to purchase any
and all of the Units at a price of $8.75 per Unit. San Juan understands that
Devon purchased 356,228 Units in accordance with the terms of the tender offer.
The tender offer expired in accordance with its terms on March 13, 1998.
Purchases of Units. Between February 17, 1998 and October 6, 1998, San
Juan acquired an aggregate of 5,248,328 Units in a series of open market
acquisitions and privately-negotiated transactions.
Acquisition of Proxy. On March 11, 1998, San Juan acquired the right
to vote 165,000 Units (the "Put Units"). The Put Units cannot be disposed of by
their holder (the "Put Unitholder") unless they are first offered to San Juan.
In addition, the Put Unitholder has the right to sell the Put Units to San Juan
for a one year period expiring March 11, 1999 at a price of $9.25 per Unit. A
definitive written agreement concerning the Put Units has not been finalized.
Agreement with Devon. On July 10, 1998, San Juan entered into a letter
agreement (the "Devon Agreement") concerning the sale of 356,228 Units by Devon
to San Juan. For as long as San Juan continues to own 50% or more of the
outstanding Units, Devon has agreed, pursuant to the Devon Agreement, that it
shall not acquire any additional Units without the written consent of San Juan.
The Devon Agreement further provides that, if, within eighteen months after
execution of the Devon Agreement, San Juan should acquire the underlying working
interest (the "Working Interest") in the Underlying Properties from BRI, and the
Remaining Royalty Interests presently held by the Trust are subsequently
consolidated into the properties owned by San Juan, then Devon shall have ten
days to purchase an undivided 6.70% of the 19.6% working interest/16.5% net
revenue interest owned by San Juan by paying 6.70% of San Juan's direct
out-of-pocket expenses reasonably incurred in San Juan's acquisition of the
Units and the Working Interest, including financing costs. Upon consummation of
the Purchase Agreement, San Juan will acquire the Working Interest. San Juan is
not presently aware of Devon's intentions regarding its purchase right under the
Devon Agreement if the transactions contemplated under the Purchase Agreement
are consummated.
Additional Contacts and Negotiations. During August and the first half
of September 1998, San Juan and BROG engaged in the negotiation of a letter of
intent relating to the purchase by San Juan of interests of BROG in and to the
Underlying Properties, including the Leases and certain other assets and
contractual rights. In connection therewith, after a series of telephone calls
among San Juan, BROG and the Trustee, representatives of San Juan, Encap, BROG
and
- 8 -
<PAGE> 20
the Trustee met in Houston on September 4, 1998 to discuss the timetable for
the letter of intent and a definitive agreement, as well as mechanics for the
preparation and filing of a proxy or information statement relating to the
proposed termination of the Trust.
Letter of Intent with BROG. On September 17, 1998, San Juan entered
into a letter of intent (the "Letter of Intent") with BROG. The Letter of Intent
contemplated the purchase by San Juan of interests of BROG in and to the
Underlying Properties, including the Leases and certain other assets and
contractual rights. The Letter of Intent provided that San Juan and BROG would
enter into a definitive purchase and sale agreement which would provide for an
effective date of July 1, 1998 and govern the transactions contemplated by the
Letter of Intent. Following the signing of the Letter of Intent, San Juan and
BROG began negotiating the definitive purchase and sale agreement.
Purchase Agreement with BROG.
General. On October 21, 1998, San Juan entered into the Purchase
Agreement with BROG, as contemplated by the Letter of Intent. Pursuant to the
terms of the Purchase Agreement, BROG has agreed to sell (or cause to be sold),
and San Juan has agreed to buy, all of BROG's right, title and interest in and
to (i) the Leases; (ii) the wells, fixtures and equipment in connection with the
Leases; (iii) that certain Northeast Blanco Unit Agreement dated July 16, 1951
(the "Unit Agreement") and that certain Unit Operating Agreement dated July 16,
1951, as amended on May 14, 1959 and January 24, 1991 (the "Unit Operating
Agreement"), insofar as same cover the Fruitland coal formation; (iv) certain
gas purchase contracts, product purchase and sale agreements, gas gathering
agreements and gas processing agreements related to the Leases (to the extent
they are assignable) including, but not limited to, that certain Gas Purchase
Contract dated effective May 1, 1993, by and between Meridian Oil Trading Inc.
and Meridian Oil Production Inc. (the "Gas Contract"); (v) any equipment leases
and rental contracts related to the interests conveyed, to the extent
assignable; (vi) the rights of BROG, if any, under the Trust Agreement to the
extent assignable; and (vii) the rights of BROG, as assignor, under that certain
Net Profits Interest Conveyance (the "Net Profits Conveyance") dated effective
May 1, 1993 from Meridian Oil Production Inc. to the Trust (collectively, the
"Interests"). In addition, the Purchase Agreement provides that San Juan shall
acquire (x) certain rights of BRI under the Trust Agreement and that certain
Administrative Services Agreement dated effective May 1, 1993 by and between BRI
and the Trust (the "Administrative Services Agreement") and (y) certain rights
of Burlington Resources Trading Inc. ("BRTI") under that certain Gathering
Agreement (defined herein), all as described below. The effective date of the
conveyances contemplated under the Purchase Agreement is July 1, 1998 (the
"Effective Time"). Substantially all of the working interests owned by BROG
under the Leases are burdened by the Remaining Royalty Interests, which comprise
the Trust assets and the Units thereof.
San Juan has agreed to pay a purchase price of $20,750,000 cash for
the Interests, which amount may be adjusted, among other things, (i) for certain
Title Defects or Environmental Defects (as those terms are defined in the
Purchase Agreement) associated with the Interests; (ii) in the event of certain
casualty losses or upon the failure of BROG to obtain certain required consents
to an assignment of a Lease; or (iii) for certain natural gas imbalances with
respect to the Interests.
Under the Purchase Agreement, San Juan and BROG agreed that in
connection with the Closing (as defined below) and as a result of the
termination of the Trust, the following events shall occur: (i) the
- 9 -
<PAGE> 21
Gas Contract shall terminate as described herein, (ii) the Gathering Agreement
shall be amended as described herein, (iii) BROG and BRI shall assign their
rights and obligations under the Trust Agreement and the Administrative Services
Agreement to San Juan and San Juan shall assume such rights and obligations, and
(iv) the obligations of BRI under the Trust Agreement and the Administrative
Services Agreement (other than the obligations relating to the windup of the
Trust and any such obligations which by their express terms survive the
termination of the Trust, including BRI's indemnification obligations to the
Trustee) shall terminate and BRI shall be released therefrom.
Indemnities under the Purchase Agreement. As of the Closing Date (as
defined below), BROG has agreed to retain and perform (except to the extent
expressly assumed by San Juan pursuant to the Purchase Agreement) the
liabilities and obligations of BROG (i) that relate to periods prior to the
Effective Time and which arise under the Trust Agreement or the Net Profits
Conveyance; (ii) that relate to periods prior to the Effective Time arising
under existing leases, operating agreements, gas purchase contracts or other
agreements relating to the Interests; and (iii) that relate to the gross
negligence or willful misconduct of BROG during the period between the Effective
Time and the Closing Date.
In addition, BROG has agreed, to the fullest extent permitted by
law, to indemnify San Juan and certain of its related parties for claims arising
out of (i) the ownership or operation of the Interests prior to the Effective
Time, (ii) BROG's retention of certain obligations or liabilities in accordance
with the terms of the Purchase Agreement, (iii) the breach by BROG of its
representations contained in the Purchase Agreement, and (iv) the breach by BROG
of any of its agreements and covenants contained in the Purchase Agreement.
Notwithstanding the preceding, the indemnity does not include (x) matters
pertaining to title to the Interests, (y) any claims with respect to any and all
actual, alleged or threatened gas balancing liabilities and obligations, or (z)
any claims with respect to any violation of environmental laws (regardless of
the dollar amount in issue) waived pursuant to the Purchase Agreement or any
other claims relating to the Interests (including environmental claims)
expressly assumed by San Juan under the Purchase Agreement.
As of the Closing Date, San Juan has agreed to assume and perform
(except to the extent expressly retained by BROG pursuant to the Purchase
Agreement) the liabilities and obligations of BROG that pertain to the ownership
and operation of the Interests (i) that relate to periods after the Effective
Time and arise under the Trust Agreement or the Net Profits Conveyance, (ii)
that relate to periods after the Effective Time and that arise under the
existing leases, operating agreements, gas purchase contracts or other
agreements relating to the Interests, (iii) in connection with balancing of
overproduction or underproduction from the Interests relating to periods before
or after the Effective Time, (iv) that relate to environmental claims, to the
extent the aggregate cost to remediate such environmental claims does not exceed
$250,000, net to BROG's interest in the affected Interests, and (v) for any
violation of environmental laws waived pursuant to the Purchase Agreement. As of
the Closing Date, San Juan has also agreed to assume and perform the liabilities
and obligations of BRI that relate to periods after the Effective Time and arise
under the Administrative Services Agreement. Additionally, as of the Closing
Date, San Juan has agreed to assume and perform any and all liabilities and
obligations to comply with all laws and governmental regulations with respect to
the Interests relating to events which occur after the Effective Time.
San Juan has further agreed, to the fullest extent permitted by law,
to indemnify BROG, BRI and certain of their related parties (the "Seller
Parties") from and against any and all claims attributable to or
- 10 -
<PAGE> 22
arising out of the following: (i) the ownership or operation of the Interests
subsequent to the Effective Time, (ii) San Juan's assumption of any obligation
or liability contained in the Purchase Agreement, (iii) the breach by San Juan
of its representations, agreements or covenants contained in the Purchase
Agreement, and (iv) any act, omission, event, condition or circumstance
involving or relating to the Interests occurring or existing before the
Effective Time that was waived pursuant to the terms of the Purchase Agreement.
San Juan has also agreed, to the fullest extent permitted by law, to
indemnify and hold the Seller Parties harmless from and against any and all
claims attributable to or arising out of any claims or actions by or through any
holder of any interest in the Trust in connection with the transactions
contemplated by the Purchase Agreement or the termination or liquidation of the
Trust as contemplated by the Purchase Agreement.
In addition, San Juan has agreed, to the fullest extent permitted by
law, to indemnify the Seller Parties from and against any loss, claim, damage or
liability, joint or several, or any action in respect thereof, to which the
Seller Parties become subject under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), insofar as such loss, claim, damage, liability or
action arises out of or is based upon, (i) any actual or alleged untrue
statement of a material fact contained in any preliminary or definitive proxy
statement, information statement, other solicitation material or any other
document filed by or on behalf of San Juan with the Securities and Exchange
Commission (the "Commission"), or any other statement publicly made by or on
behalf of San Juan in connection with the proposal by San Juan to terminate the
Trust or any actions taken by or behalf of San Juan after such termination, or
(ii) the actual or alleged omission to state in any preliminary or definitive
proxy statement, information statement, other solicitation material or any other
document filed by or on behalf of San Juan with the Commission, or any other
statement publicly made by or on behalf of San Juan in connection with the
proposal by San Juan to terminate the Trust or any actions taken by or on behalf
of San Juan after such termination, any material fact required to be stated
therein or necessary to make the statements therein not misleading. San Juan,
however, will not be liable to the extent that any such claim arises out of, or
is based upon, (x) any fraudulent misrepresentation, gross negligence or willful
misconduct of BROG or (y) any untrue statement or omission included in any such
preliminary or definitive proxy statement, information statement or other
solicitation material in reliance upon and in conformity with written
information furnished to San Juan or the trustee of the Trust by or on behalf of
BROG or any third party specifically for inclusion therein.
If the indemnification described above is unavailable for any reason
or is insufficient to hold harmless the Seller Parties in respect of any such
loss, claim, damage or liability, or any action in respect thereof, then San
Juan shall, in lieu of indemnifying the Seller Parties, contribute to the amount
paid or payable by the Seller Parties as a result of such loss, claim, damage or
liability, or action in respect thereof, in such proportion as appropriate to
reflect the relative fault of San Juan with respect to the statements or
omissions which resulted in such loss, claim, damage or liability, or action in
respect thereof, as well as any other relevant equitable considerations. The
relative fault shall be determined by reference to whether the actual or alleged
untrue statement of a material fact or omission to state a material fact relates
to information supplied by San Juan to the Seller Parties.
Closing under the Purchase Agreement. The Purchase Agreement provides
that the closing of the transactions under such agreement is to be held no later
than ten business days following the Purchase Agreement Trust Termination Date
(as defined below), or at such other time as BROG and San Juan may
- 11 -
<PAGE> 23
agree (the "Closing" or the "Closing Date"). Pursuant to the terms of the
Purchase Agreement, the "Purchase Agreement Trust Termination Date" is the date
on which all of the following conditions have been fully satisfied: (i) the
Unitholders of the Trust have approved, by an affirmative vote or consent, the
termination and liquidation of the Trust in accordance with Article VIII and
Section 9.02 of the Trust Agreement and (ii) the clearance or approval of the
transactions contemplated in clause (i) above and any related filings required
or advisable under applicable laws and regulations by all governmental
authorities and with any applicable stock exchange requirements.
The obligation of BROG to close the transactions contemplated by the
Purchase Agreement is subject to certain conditions, including (i) the
termination of all of BRI's obligations (other than obligations relating to the
winding-up of the Trust and any obligations which expressly survive the
termination of the Trust) under the Trust Agreement and under the Administrative
Services Agreement; (ii) that the total adjustments to the purchase price do not
exceed $4,000,000; (iii) there being no pending legal or equitable action
seeking to enjoin, prohibit or declare illegal the purchase and sale of the
Interests as contemplated by the Purchase Agreement; and (iv) all consents,
approvals and waivers required to be obtained in order to consummate the
transactions shall have been obtained, other than consents and approvals that
are customarily obtained after the consummation of similar transactions. The
obligation of San Juan to close the Purchase Agreement is also subject to
certain similar conditions.
At the Closing, (i) San Juan will execute and BROG will cause
Burlington Resources Gathering Inc. ("BRGI"), as successor-in-interest to
Meridian Oil Gathering Inc. ("MOGI") to execute and deliver an amendment to the
Gathering Agreement, pursuant to which BRGI will agree to gather, dehydrate,
treat and deliver up to 58,000 MCFD of San Juan's gas for a specified fee
through at least December 31, 2007; (ii) San Juan will execute, and BROG will
cause BRTI, as successor-in-interest to MOTI, to execute and deliver, an
agreement pursuant to which the Gas Contract will be terminated, on the last day
of the month in which the Purchase Agreement Trust Termination Date occurs; and
(iii) San Juan shall execute and deliver and BROG shall cause BRTI to execute
and deliver, an agreement whereby each time San Juan receives a bona fide offer
from a third party to purchase gas produced from the Interests for a term of
greater than six months, BRTI shall have a right of first refusal for five
business days to purchase such gas upon the same terms contained in such offer.
Termination of the Purchase Agreement. Except as otherwise provided in
the Purchase Agreement, if all of the conditions to Closing described in the
Purchase Agreement have not been satisfied or waived by the respective parties
on or before April 1, 1999 (or such later date as may be mutually agreed upon by
the parties in writing), the Purchase Agreement will terminate; provided,
however, the Purchase Agreement shall not terminate automatically on April 1,
1999 if (i) the conditions to closing set forth in the Purchase Agreement have
not been satisfied solely because the transactions contemplated by the Purchase
Agreement are still pending approval or clearance from the Commission or other
regulatory agency, or (ii) such approvals or clearances have been received, but
because of the delay involved in obtaining such approvals or clearances,
adequate time does not remain to accomplish the steps subsequent to receiving
such approvals or clearances necessary for all such conditions to have been met.
Each party will remain liable for any willful failure to satisfy any conditions
to Closing required to be satisfied by it or for such party's breach of any of
its representations, covenants or other obligation contained in the Purchase
Agreement. In addition, if San Juan fails to timely initiate proceedings to
terminate or liquidate the Trust in accordance with Article VIII and Sections
9.02 and 9.03 of the Trust Agreement, San Juan is required to pay to BROG
$2,000,000 as liquidated damages.
- 12 -
<PAGE> 24
Covenants under the Purchase Agreement. During the period from the
date of the Purchase Agreement to Closing, BROG has agreed to consult with San
Juan with respect to matters concerning the Interests, including certain
authorizations for expenditures, and with respect to all other material
decisions to be made with respect to the Interests.
From the date of the Purchase Agreement until its termination, BROG
has agreed that it will not, and will use its commercially reasonable efforts to
cause its officers, directors, employees, financial or legal advisors not to,
directly or indirectly, (i) take any action to solicit, initiate or encourage
any proposal to acquire from BROG the Interests, or any interest therein, (ii)
engage in negotiations with, or disclose any nonpublic information relating to
the Interests or afford access to the properties, books or records of BROG or
any of its subsidiaries to, any person that may be considering making, or has
made, a proposal to acquire the Interests, or (iii) exercise its right under
Section 9.03(c) of the Trust Agreement to make a cash offer to purchase all of
the Remaining Royalty Interests at any time prior to the sixtieth day following
the date of the Unitholder Meeting (at which the Unitholders approve the
termination of the Trust). BROG has agreed in the Purchase Agreement that it
will, and will cause its directors, employees, officers and financial and legal
advisors to, cease immediately and cause to be terminated all activities,
discussions or negotiations, if any, with any persons conducted heretofore with
respect to any proposal by any person to acquire the Interests, or any interest
therein.
In addition to the foregoing, to the extent the amount of certain
"Price Credits" in the "Price Credit Accounts" under the Gas Contract decreases
as measured at certain points in time from the Effective Time through the Gas
Contract termination date, BRTI shall pay to San Juan an amount equal to such
difference. If such Price Credits have increased over such time periods, San
Juan shall pay to BRTI an amount equal to such difference.
A copy of the Purchase and Sale Agreement is included as an exhibit to
San Juan's Amendment No. 26 to Schedule 13D dated October 21, 1998, and all
references to the Purchase Agreement herein are qualified in their entirety by
reference to such Agreement.
TERMINATION OF THE TRUST AS PROPOSED BY THE TERMINATION PROPOSAL
Termination of the Trust. According to the terms of the Trust
Agreement, the Trust may terminate prior to January 1, 2003, only upon the
affirmative vote in favor of termination of the Trust by the holders of at least
662/3% of the outstanding Units. A meeting of the Unitholders may be called by
Unitholders owning of record not less than 10% of the then outstanding Units.
San Juan currently beneficially owns more than 662/3% of the outstanding Units.
Meeting of Unitholders. Pursuant to the Purchase Agreement, San Juan
agreed that, in its capacity as a record owner of at least 10% of the
outstanding Units, it would call a meeting (or request that a meeting be called)
of the Unitholders (the "Unitholder Meeting") to be held as soon as reasonably
practicable under the circumstances for the purpose of voting on the termination
of the Trust in accordance with Article VIII and Section 9.02 of the Trust
Agreement. On October 29, 1998, San Juan delivered notice to the Trustee stating
its desire to call as soon as practicable, a meeting of the Unitholders to
consider and vote upon the Termination Proposal.
- 13 -
<PAGE> 25
As required under the Trust Agreement, the notice of the meeting must
be distributed at least 20, but not more than 60, days prior to the date of the
meeting. At the meeting of the Unitholders as described in the Information
Statement, San Juan intends to vote any and all Units owned by it or over which
it has voting control at the time of such meeting in favor of the Termination
Proposal. At the meeting, if the holders of at least 662/3% of the Units vote in
favor of the Termination Proposal, it is expected that the Trustee will commence
the liquidation process in accordance with the terms of the Trust Agreement, and
the Trust will continue until all of the affairs of the Trust are liquidated and
wound up in accordance with Article IX of the Trust Agreement. In connection
with the meeting, San Juan is not soliciting proxies from the Unitholders to
vote on the Termination Proposal.
In connection with the meeting of Unitholders, the Purchase Agreement
obligates San Juan to (i) prepare (or cause to be prepared) and use (alone or
with others) its commercially reasonable efforts to have cleared by the
Commission as promptly as practicable such information regarding the Termination
Proposal as is required to be included in a proxy or information statement and
all other proxy or informational materials to be filed with the Commission for
such meeting and (ii) otherwise comply with all legal requirements applicable to
it under federal (including, without limitation, the Exchange Act), state or
local law and the rules of The New York Stock Exchange, Inc. applicable to it
(including without limitation, the requirements applicable to it arising under
the Trust Agreement). The Purchase Agreement provides that such filed material
will include a statement that San Juan intends to vote its Units and the Units
for which it controls the voting rights at the Unitholder meeting "for" approval
of the Termination Proposal.
Under the Purchase Agreement, BROG has agreed to notify the Trustee in
writing pursuant to the Trust Agreement to prepare and file with the Commission,
use its commercially reasonable efforts to have cleared by the Commission and
thereafter mail to the Unitholders a definitive proxy or information statement
of the Trust that includes a description of the Termination Proposal. The
Purchase Agreement provides that when the statement has been cleared by the
Commission for mailing, BROG (upon San Juan's request) shall notify the Trustee
in writing to mail the definitive proxy or information statement, as applicable,
to the Trust Unitholders as of the applicable record date.
San Juan has agreed to use its reasonable best efforts to assure under
the circumstances that the proxy or information statement and any amendments or
supplements thereto will, when filed, comply as to form in all material respects
with the requirements of the Exchange Act applicable to San Juan. San Juan has
also agreed to use its reasonable best efforts to assure under the circumstances
that, at the time the proxy or information statement or any amendment or
supplement thereto is first mailed to the Unitholders and at the time such
Unitholders vote on the approval of the Termination Proposal, the proxy or
information statement, as supplemented or amended, if applicable, will, to San
Juan's knowledge, not contain any untrue statement of a material fact or omit to
state any material fact necessary in order to make the statements contained
therein, in the light of the circumstances under which they were made, not
misleading. These representations and warranties, however, do not apply to
statements or omissions included in the proxy or information statement or any
amendment or supplement thereto based upon information furnished to San Juan by
BROG or any other person for use (or incorporation by reference) therein.
The Purchase Agreement provides that San Juan shall pay all reasonable
costs (other than legal fees and expenses incurred by the Trustee or the Trust)
incurred by BROG, BRI and their respective
- 14 -
<PAGE> 26
affiliates related to the preparation of this information statement or any other
document that is required to be filed on behalf of the Trust with the Commission
or mailed to Unitholders in connection with the transactions contemplated
hereby.
Liquidation Procedure. Set forth below is a summary of procedures
concerning the liquidation of the Trust as currently provided in the Trust
Agreement and assuming that the transactions contemplated by the Purchase
Agreement have been consummated, including the assignment by BROG of its rights
under the Trust Agreement to San Juan.
Within five business days following the Termination Date, the Trust
must (i) provide San Juan (as successor to BROG's and BRI's rights under the
Trust Agreement) and the Delaware Trustee or its successor with written notice
of the termination of the Trust and (ii) engage an investment banking firm (the
"Advisor") to assist the Trustee in selling the Remaining Royalty Interests.
The Purchase Agreement provides that the consummation of the
transactions contemplated thereunder shall occur when all of the conditions to
closing under the Purchase Agreement have been satisfied or waived, which is
currently expected to be a date which is within ten days following the date of
the approval of the Unitholders of the termination of the Trust. See "-- Closing
under the Purchase Agreement" above.
Under Section 9.03(c) of the Trust Agreement, San Juan (as successor
to BROG's and BRI's rights under the Trust Agreement) may, but is not obligated
to, make a written cash offer to purchase the Remaining Royalty Interests, which
offer must be delivered to the Trustee within 60 days following the Termination
Date (the "Option Period Termination Date"). It is the current intention of San
Juan to waive its right to make an offer to purchase the Remaining Royalty
Interests under Section 9.03(c) of the Trust Agreement; however, no assurances
can be given that San Juan will waive its rights to make such an offer. If San
Juan does make an offer to purchase the Remaining Royalty Interests, the Trustee
must decide, based on the recommendation of the Advisor, whether to accept the
offer. The Trustee must provide written notice to San Juan of its decision
regarding any such offer by the later of (i) the Option Period Termination Date
and (ii) the tenth business day after the date the Trustee receives San Juan's
offer. The Trustee's notice must state that the Trustee (i) accepts the offer
(which acceptance is conditional on the receipt of an opinion of the Advisor of
the fairness of San Juan's offer to the Unitholders from a financial point of
view) or (ii) defers action on the offer. If the Trustee accepts San Juan's
offer, San Juan and the Trustee must use their best efforts to close the
purchase within 30 days of San Juan's receipt of notice of acceptance. See also
"Reasons for and Interest of San Juan in the Termination Proposal" below.
If the Trustee defers action on San Juan's offer, such offer shall be
deemed withdrawn and the Trustee must use its best efforts, with the Advisor's
assistance, to obtain other cash offers for the Remaining Royalty Interests. The
Trustee must notify San Juan of the highest acceptable offer (which under the
Trust Agreement must be an all cash offer), if any, received by the Trust within
120 days following the Termination Date. Under Section 9.03(e) of the Trust
Agreement, San Juan may, but is not obligated to, purchase all of the Remaining
Royalty Interests (i) if the highest acceptable offer is more than 105% of San
Juan's original offer under Section 9.03(c) of the Trust Agreement, or if San
Juan did not make an offer under Section 9.03(c) of the Trust Agreement, for a
cash purchase price equal to 105% of the highest acceptable offer and (ii) if
the highest acceptable offer is equal to or less than 105% of San Juan's
original offer under Section 9.03(c) of the Trust Agreement, for a cash purchase
price equal to the
- 15 -
<PAGE> 27
highest acceptable offer. San Juan must provide written notice of its election
to purchase the Remaining Royalty Interests under Section 9.03(e) of the Trust
Agreement within five business days of San Juan's receipt of notice of the
highest acceptable offer. San Juan and the Trustee must use their best efforts
to close the purchase within 30 days of San Juan's receipt of notice of the
highest acceptable offer.
If no other acceptable cash offers are received for the Remaining
Royalty Interests, the Trustee may request that San Juan submit another offer.
If San Juan makes an offer, and the Trustee accepts it, the acceptance will be
conditional upon receipt of an opinion of the Advisor of the fairness, from a
financial point of view, of the offer to the Unitholders. Section 9.03(e) of the
Trust Agreement provides that San Juan and the Trustee must use their best
efforts to close the purchase within 30 days of San Juan's receipt of notice of
acceptance of the offer.
Pursuant to Section 9.03(g) of the Trust Agreement, if any assets or
property of the Trust estate have not been sold, or no definitive agreement for
their sale has been entered into, within one year after the Termination Date,
the Trustee will cause the property to be sold at public auction to the highest
cash bidder (which may be San Juan or any of its affiliates). Notice of such
auction must be mailed to each Unitholder at least 30 days prior to the date
thereof.
More comprehensive information concerning meetings of the Unitholders
and the termination and liquidation of the Trust is included in the Trust
Agreement (which was filed as Exhibit 3.1 to the Registration Statement on Form
S-3, Registration No. 33-61164, as amended, by BRI with the Commission on its
own behalf and as sponsor of the Trust), and the information regarding such
meetings and the termination and liquidation of the Trust set forth in this
Information Statement is qualified in its entirety by reference to the Trust
Agreement.
REASONS FOR AND INTEREST OF SAN JUAN IN THE TERMINATION PROPOSAL
General. San Juan is seeking to initiate proceedings to terminate the
Trust pursuant to the Termination Proposal for the reasons set forth below. If
San Juan is the successful bidder for the Trust's Remaining Royalty Interests,
San Juan expects that it will receive certain benefits not realized generally by
the Unitholders. In addition, San Juan expects to realize certain benefits that
will be realized by all the Unitholders generally, even if San Juan is not the
purchaser of the Remaining Royalty Interests. See "Interest of Unitholders in
the Termination Proposal."
It should be noted that no assurances can be given that the benefits
expected to inure to San Juan or the Unitholders as set forth in this section
and under "Interest of Unitholders in the Termination Proposal" below will
ultimately be realized, and if so, the extent to which these benefits will be
realized. The realization of the beneficial effects expected to occur as set
forth below are based upon a number of factors and assumptions, any of which
proven untrue or which do not occur, could adversely affect the outcome of the
results anticipated below. For example, as noted in this discussion, no
assurance can be given that San Juan will bid or offer to purchase the Remaining
Royalty Interests, and if so, the terms thereof, or whether such purchase will
ultimately be consummated. The failure of San Juan to effect such purchase may
have the effect of negating the benefits which would otherwise be expected to be
derived therefrom. The degree of the benefits expected to be realized from the
section 29 tax credits may be subject to the tax treatment of a particular
Unitholder and the matters set forth in "Summary of Federal Income Tax
Consequences - Allocations After Vote to Terminate Trust" contained in the
Information
- 16 -
<PAGE> 28
Statement to which this Annex A is attached. No assurances can be given that any
ultimate purchaser of the Remaining Royalty Interests will attribute additional
value to any or all of the factors discussed below (including the termination of
the Gas Contract, the amendment of the Gathering Contract, and the
non-distribution of the proceeds of production attributable to the Remaining
Royalty Interests), and if so, whether any such additional value will be
ultimately realized by the Unitholders.
Benefits Expected from the Purchase of the Remaining Royalty
Interests. It is the current intention of San Juan to offer to purchase the
Remaining Royalty Interests following an affirmative vote of the Unitholders to
terminate the Trust through the exercise of the rights under Section 9.03(e) of
the Trust Agreement assigned from BROG as described above. See "Termination of
the Trust as Proposed by the Termination Proposal -- Liquidation Procedure."
However, whether San Juan will so offer, and if so, be successful, will be
dependent on a number of factors, including the price and terms of the offers or
bids received from any third party bidders. For these reasons, no assurances can
be given that San Juan will offer, and if so, be successful in its efforts, to
acquire the Remaining Royalty Interests.
Assuming that San Juan acquires the Leases and other Interests from
BROG in accordance with the Purchase Agreement and San Juan is the purchaser of
the Remaining Royalty Interests from the Trust, then San Juan expects to benefit
from the increased aggregate value of the combined Remaining Royalty Interests
and the Leases. First, in the event that San Juan is successful in acquiring the
Remaining Royalty Interests, it is anticipated that San Juan would seek to merge
its title in and to the Remaining Royalty Interests into its title in and to the
Leases acquired from BROG under the Purchase Agreement, so that the Remaining
Royalty Interests would terminate and the value of the Leases would increase as
a result of no longer being burdened thereby. Secondly, San Juan believes that
by owning both the Remaining Royalty Interests and the Leases, the value of such
interests will increase through San Juan's ability to influence the operations
of the Underlying Properties. As owner of leasehold and working interests in the
Underlying Properties, San Juan would have rights to consent to and participate
in decisions concerning future exploration, development and exploitation of such
interests to the extent of its interests therein. Following any merger of title
of the Remaining Royalty Interests and such leasehold interests, San Juan may
elect to sell or exchange such combined interests, or it may elect to retain
such combined interests for its own account. San Juan would be entitled to any
economic gain realized as a result of such sale or exchange and any increase in
value accruing during San Juan's ownership of such combined interests.
In addition, San Juan will be allocated a portion of the Section 29
tax credits generated by the Underlying Properties by virtue of its ownership of
an economic interest in the Underlying Properties. San Juan will be able to
monetize these Section 29 tax credits by selling or exchanging its economic
interest, and thereby the entitlement to the Section 29 tax credits, in the
Underlying Properties to an unrelated third party while retaining a production
payment or by forming a partnership with an unrelated third party and shifting
most of the Section 29 tax credits to the unrelated party through the
utilization of special allocations within the partnership. See Annex C to the
Information Statement for information concerning Section 29 tax credits as of
August 31, 1998 prepared by the Trust's independent petroleum engineers.
The Unitholders generally will not realize directly any of the
benefits described above; however, the Unitholders may indirectly benefit from
any increased value of the Remaining Royalty Interests as a result of the
approval of the Termination Proposal and the resulting liquidation of the Trust,
due to the increased values inherent in the combined interests perceived by a
purchaser thereof. In addition to the
- 17 -
<PAGE> 29
benefits described above, San Juan expects that it will realize the benefits
realized by the Unitholders generally in connection with the transactions
contemplated under the Termination Proposal. See "Interest of Unitholders in the
Termination Proposal."
Benefits Expected if San Juan does not Purchase the Remaining Royalty
Interests. If San Juan is not the purchaser of the Remaining Royalty Interests,
then San Juan believes that it will benefit indirectly through its beneficial
ownership of Units from the ultimate sale of the Remaining Royalty Interests
following the termination and liquidation of the Trust as described herein. See
"Interest of Unitholders in the Termination Proposal." In the event that San
Juan is unsuccessful in acquiring the Remaining Royalty Interests and the
Remaining Royalty Interests are sold to a third party bidder, then the leases
subject thereto will continue to be burdened by the Remaining Royalty Interests
pursuant to the terms of the Net Profits Interest Conveyance.
Existing Interest in the Underlying Properties. Effective as of
September 1, 1997, O'Sullivan Oil and Scully Oil & Gas Company acquired a
0.0572% non-operating working/0.05033% net revenue interest in the Underlying
Properties. The president and sole shareholder of Scully Oil & Gas Company is
Christopher P. Scully. Christopher P. Scully and O'Sullivan Oil are each
affiliated with San Juan. See "Identity and Background" above.
INTEREST OF UNITHOLDERS IN THE TERMINATION PROPOSAL
General. San Juan believes that the termination and liquidation of the
Trust and the effectuation of the other events set forth herein as part of the
Termination Proposal will provide certain benefits to all of the Unitholders
generally. San Juan believes that it, in its capacity as a Unitholder, will
realize the benefits described herein. See "Reasons for and Interest of San Juan
in the Termination Proposal -- General."
Increase in Value of Units as a Result of the Termination Proposal.
San Juan believes that the following aspects of the Termination Proposal will
increase the value of the Remaining Royalty Interests, and in turn, the Units:
(i) the elimination of the Price Credit Account; (ii) the amendment to the
Gathering Agreement; and (iii) following the Termination Date, the value of the
Remaining Royalty Interests will increase because the proceeds from production
attributable to the Remaining Royalty Interests will be held for the ultimate
purchaser of such interests.
Under the Gas Contract currently in place, BRTI is obligated to
purchase the gas attributable to BROG's Interests. The monthly price to be paid
is subject to adjustment, but BRTI must pay a specified minimum price for the
gas it purchases. However, BRTI is entitled to a credit when the minimum price
exceeds the Index Price (as defined in the Gas Contract), and the amount of this
credit is credited to the Price Credit Account (as defined in the Gas Contract).
BRTI is entitled to recoup the credit in the Price Credit Account under certain
circumstances when the Index Price exceeds the minimum price. When BRTI recoups
amounts accrued in the Price Credit Account, distributions with respect to
proceeds from the sale of production attributable to the interests of BROG in
the Underlying Properties, as well as the Remaining Royalty Interests owned by
the Trust, are resultingly reduced. San Juan understands that the amount of the
Price Credit Account as of July 1, 1998 was approximately $4.116 million. The
Gas Contract terminates upon the termination of the Trust, and at such time the
credit in the Price Credit Account shall be eliminated without payment by San
Juan, as successor in interest to BROG, or the Trust
- 18 -
<PAGE> 30
to BRTI. Thus, it is expected that the Trust, and in turn the Unitholders, will
realize a benefit of approximately $3.9 million upon the termination of the
Trust.
In connection with and as part of the Termination Proposal, it is
expected that the Gathering Agreement will be amended to provide a ceiling on
gathering cost escalations and further to include a fixed amount escalator
provision. Under the current terms of the Gathering Agreement, there are no
ceilings on the escalation provisions, which if in place would have the effect
of capping future costs of gathering natural gas. These amendments should
benefit the ultimate purchaser of the properties, and indirectly the
Unitholders, as positively affecting the value of the Remaining Royalty
Interests.
Following the Termination Date, in accordance with Section 9.03(f) of
the Trust Agreement, neither the Trust nor the Unitholders will be entitled to
any proceeds of production attributable to the Remaining Royalty Interests after
the Termination Date. Instead, under the Trust Agreement, the purchaser of the
Remaining Royalty Interests under Sections 9.03(c) through (e) of the Trust
Agreement will be entitled to all such proceeds. However, even though the
Unitholders will not directly receive distributions from the proceeds of
production after the Termination Date, it is anticipated that the Unitholders
should indirectly benefit from such proceeds when final distributions are made
after the sale of the Remaining Royalty Interests. After the Termination Date,
it is expected that the value of the Remaining Royalty Interests will increase
due to the purchaser's right to the proceeds from production after the
Termination Date. This increased value in the Remaining Royalty Interests should
be passed through to the Unitholders following the sale of the Remaining Royalty
Interests through the distribution of the net sales proceeds to the Unitholders.
Potential Purchase of Remaining Royalty Interests by San Juan at a
Premium. Finally, San Juan believes that implementation of the termination and
liquidation process set forth in the Trust Agreement will benefit the
Unitholders in two respects. First, as provided in Section 9.03(c) of the Trust
Agreement, San Juan, by acquiring BROG's preferential right to bid for the
Trust's properties, would have the right to make a preemptive bid for the
Remaining Royalty Interests. However, San Juan currently intends to waive this
right and allow third parties to bid for the Remaining Royalty Interests.
However, San Juan will retain the right to bid in the subsequent auction process
along with other third parties.
Secondly, assuming that the Trustee has obtained third party offers
for the purchase of the Remaining Royalty Interests, San Juan, as the successor
to BROG's and BRI's interests under Section 9.03(e) of the Trust Agreement, will
have the right to purchase the Trust's Remaining Royalty Interests for an amount
equal to 105% of the highest bid amount. Thus, the Unitholders have the
potential to realize an additional 5% over the highest bid amount if San Juan
exercises this right. There can be no assurance given, however, that San Juan
will exercise this right. See "Termination of the Trust as Proposed by the
Termination Proposal -- Liquidation Procedure."
POTENTIAL EFFECTS OF TERMINATION OF THE TRUST ON MARKET FOR THE UNITS; NYSE
LISTING; EXCHANGE ACT REGISTRATION
An affirmative vote to terminate and liquidate the Trust could
adversely affect the liquidity and market value of the Units held by the public.
Following such a vote but prior to the complete liquidation of the Trust, the
Units may be delisted by the New York Stock Exchange ("NYSE"), and the
registration of the Units under the Exchange Act may be terminated. Following
the completion of a liquidation of
- 19 -
<PAGE> 31
the Trust, the Units shall be delisted from the NYSE and deregistered under the
Exchange Act if they have not yet been so delisted and deregistered as of such
time.
According to the NYSE's published guidelines, the NYSE would consider
delisting the Units if, among other things, (i) the operating assets of the
Trust have been or are to be substantially reduced such as by sale, spin off,
distribution, or discontinuance, or the Trust has ceased to be an operating
company or discontinued a substantial portion of its operations or business;
(ii) liquidation of the Trust has been authorized and the Trust is committed to
proceed; or (iii) the registration of the Trust under the Exchange Act is no
longer effective.
In the event of the delisting of the Units by the NYSE, it is possible
that, prior to the complete liquidation of the Trust, the Units would continue
to trade on another securities exchange or in the over-the-counter market and
that price quotations would be reported by such exchange, by the National
Association of Securities Dealers, Inc. (the "NASD") through the NASD Automated
Quotation System ("Nasdaq") or by other sources. The extent of the public market
for Units and the availability of such quotations would, however, depend upon
such factors as the number of Unitholders remaining at such time, the interest
in maintaining a market in such Units on the part of securities firms, the
possible termination of registration under the Exchange Act as described below
and other factors. The Units will be delisted from the NYSE upon the completion
of the liquidation of the Trust if they have not been so deregistered prior to
such time.
The Units are currently registered under the Exchange Act. The vote of
the Unitholders to terminate the Trust may result in the Units becoming subject
to deregistration under the Exchange Act. Registration of the Units under the
Exchange Act may be terminated upon application of the Trust to the Commission
if the Units are no longer listed on a national securities exchange and there
are fewer than 300 Unitholders of record. Termination of registration of the
Units under the Exchange Act would substantially reduce the information required
to be furnished by the Trust to Unitholders and to the Commission and would make
certain provisions of the Exchange Act, such as the short-swing profit recovery
provisions of Section 16(b) of the Exchange Act and the requirements of
furnishing a proxy statement or information statement in connection with
Unitholders' meeting pursuant to Section 14(a) or 14(c) of the Exchange Act, no
longer applicable to the Trust. Furthermore, the ability of "affiliates" of the
Trust and persons holding "restricted securities" of the Trust to dispose of
such securities pursuant to Rule 144 promulgated under the Securities Act of
1933, as amended, may be impaired or eliminated. In addition, if registration of
the Units under the Exchange Act were terminated, the Units would no longer be
eligible for listing or Nasdaq reporting.
It is the present intention of San Juan to seek to cause the Trust to
apply for termination of registration of the Units as soon as practicable under
the circumstances following Unitholder approval of the termination of the Trust
if the requirements for termination of registration are met. The Units will be
deregistered under the Exchange Act upon the completion of the liquidation of
the Trust if they have not been so deregistered prior to such time.
The Units are presently "margin securities" under the regulations of
the Board of Governors of the Federal Reserve System (the "Federal Reserve
Board"), which has the effect, among other things, of allowing brokers to extend
credit on the collateral of such Units for the purpose of buying, carrying or
trading in securities ("Purpose Loans"). Depending upon factors such as the
number of record holders
- 20 -
<PAGE> 32
of the Units and the number and market value of publicly held Units, following
the termination of the Trust, the Units may no longer constitute margin
securities for purposes of the Federal Reserve Board's margin regulations and,
therefore, could no longer be used as collateral for Purpose Loans made by
brokers. In addition, if registration of the Units under the Exchange Act were
terminated, the Units would no longer constitute margin securities.
- 21 -
<PAGE> 33
SCHEDULE I
DIRECTORS, MANAGERS, EXECUTIVE OFFICERS
OR CONTROLLING PERSONS OF THE ACQUIRORS
1. The Purchaser. Set forth below are the name, business address and
present principal occupation or employment, and material occupations, positions,
offices or employments for the past five years of the manager of the Purchaser.
Except as set forth below, the manager does not own any Units.
<TABLE>
<CAPTION>
Present Principal Occupation or Employment; Material Occupations,
Name Positions, Offices or Employments for the Past Five Years
---- -----------------------------------------------------------------
<S> <C>
O'Sullivan Oil O'Sullivan Oil is a Texas corporation with its principal
executive offices at 910 Travis Street, Suite 2150, Houston,
Texas 77002. The principal business of O'Sullivan Oil is oil
and gas exploration and production. C. N. O'Sullivan, a
United States citizen, is the controlling shareholder and
the President of O'Sullivan Oil. His business address is 910
Travis Street, Suite 2150, Houston, Texas 77002. The
principal employment of Mr. O'Sullivan for the preceding
five years has been acting as President of O'Sullivan Oil.
</TABLE>
2. EnCap B. Set forth below are the name, business address and present
principal occupation or employment, and material occupations, positions, offices
or employments for the past five years of each director and executive officer of
EnCap B. Each of the persons listed below is a director of EnCap B. The business
address of each director and executive officer, unless otherwise indicated
below, is 1100 Louisiana Street, Suite 3150, Houston, Texas 77002. Each of the
persons listed below is a United States citizen. None of such individuals owns
any Units.
<TABLE>
<CAPTION>
Present Principal Occupation or Employment; Material Occupations,
Name Positions, Offices or Employments for the Past Five Years
---- -----------------------------------------------------------------
<S> <C>
Gary R. Petersen Gary R. Petersen is Vice President and Treasurer of EnCap B,
the Vice President and Secretary/Treasurer of ECIC, and
Managing Director of EnCap. His business address, and the
business address of EnCap B, ECIC and EnCap, is 1100
Louisiana Street, Suite 3150, Houston, Texas 77002, and the
principal business of all such entities is engaging in oil
and gas investments. Mr. Petersen has been employed in the
capacity of Managing Director of EnCap from 1988 to the
present. In addition, Mr. Petersen is a director of ECIC,
Equus II Corporation, Harken Energy Corporation and Nuevo
Energy Corporation. The address of ECIC is 1100 Louisiana
Street, Suite 3150, Houston, Texas 77002, and its principal
business is oil and gas investments. The address of Equus II
Corporation is 2929 Allen Parkway, Suite 2500, Houston,
Texas 77019, and its principal business is investing. The
address of Harken Energy Corporation is 5605 N. MacArthur
Blvd., Suite 400, Irving, Texas 75038, and its principal
business is oil and gas exploration, development and
production. The address of Neuvo Energy Company is 1331
Lamar, Suite 1650, Houston, Texas 77010, and its principal
business is exploration for, and the acquisition,
exploitation, development and production of crude oil and
natural gas.
D. Martin Phillips D. Martin Phillips is Vice President and Secretary of EnCap
B and Managing Director of EnCap. His business address, and
the business address of EnCap B and EnCap, is 1100 Louisiana
Street, Suite 3150, Houston, Texas 77002, and the principal
business of both such entities is engaging in oil and gas
investments. Mr. Phillips has been employed in the capacity
of Managing Director of EnCap from 1989 to the present.
David B. Miller David B. Miller is Vice President of EnCap B and Managing
Director of EnCap. His business address, and the business
address of EnCap B and EnCap, is 1100 Louisiana Street,
Suite 3150, Houston, Texas 77002, and the principal business
of both such entities is engaging in oil and gas
investments. Mr. Miller has been
</TABLE>
I-1
<PAGE> 34
<TABLE>
<S> <C>
employed in the capacity of the Managing Director of EnCap
from 1988 to the present.
Robert L. Zorich Robert L. Zorich is President of EnCap B, President of ECIC,
and Managing Director of EnCap. His business address, and
the business address of EnCap B, ECIC and EnCap, is 1100
Louisiana Street, Suite 3150, Houston, Texas 77002, and the
principal business of all such entities is engaging in oil
and gas investments. Mr. Zorich has been employed in the
capacity of Managing Director of EnCap from 1988 to the
present. In addition, Mr. Zorich is a director of ECIC and
Benz Energy, Ltd. The address of ECIC is 1100 Louisiana
Street, Suite 3150, Houston, Texas 77002, and its principal
business is oil and gas investments.
</TABLE>
3. ECIC. Set forth below are the name, business address and present
principal occupation or employment, and material occupations, positions, offices
or employments for the past five years of each director and executive officer of
ECIC. Each of the persons listed below is a director of ECIC. The business
address of each director and executive officer, unless otherwise indicated
below, is 1100 Louisiana Street, Suite 3150, Houston, Texas 77002. Each of
persons listed below is a United States citizen. None of such individuals owns
any Units.
<TABLE>
<CAPTION>
Present Principal Occupation or Employment; Material Occupations,
Name Positions, Offices or Employments for the Past Five Years
---- -----------------------------------------------------------------
<S> <C>
Gary R. Petersen See Part 2 above.
Robert L. Zorich See Part 2 above.
</TABLE>
4. Energy Capital. Set forth below are the name, business address and
present principal occupation or employment, and material occupations, positions,
offices or employments for the past five years of each director of Energy
Capital. None of such individuals owns any Units.
<TABLE>
<CAPTION>
Present Principal Occupation or Employment; Material Occupations,
Name Positions, Offices or Employments for the Past Five Years
---- -----------------------------------------------------------------
<S> <C>
Peter C. Tudball C.B.E. Peter Tudball C.B.E. is a citizen of the United Kingdom. His
business address is Casu Investments Ltd., London House,
53-54 Haymarket, London SW1Y 4RP. Mr. Tudball retired in
1993 as Managing Director and Vice Chairman of Graig
Shipping PLC, which is in the shipping business. He is
currently employed as a Non-executive Director of various
companies.
Sir Peter G. Cazalet Sir Peter G. Cazalet is a citizen of the United Kingdom. His
business address is 15 Thames Walk, Hestor Road, London SW11
38G. Sir Cazalet retired in 1989 as Managing Director of
British Petroleum. In addition, he retired in 1996 as
Chairman of AVP PLC. He is currently employed as a
Non-executive Director of P & O PLC and other companies.
Leo G. Deschuyteneer Leo G. Deschuyteneer is a citizen of Belgium. Mr.
Deschuyteneer is currently employed as Executive Director of
Sofina SA, a financial holding company, and his business
address and the address of Sofina SA is 38 Rue de Naples,
B-1050, Brussels, Belgium. He is also currently employed as
a Non-executive Director of other companies.
</TABLE>
I-2
<PAGE> 35
<TABLE>
<S> <C>
Eugene Fiedorek Eugene Fiedorek, a United State citizen, is Managing
Director of EnCap. The business address of EnCap is 1100
Louisiana Street, Suite 3150, Houston, Texas 77002, and the
principal business EnCap is engaging in oil and gas
investments. Mr. Fiedorek has been employed in the capacity
of Managing Director of EnCap from 1988 to the present. In
addition, Mr. Fiedorek is a director of Apache
Corporation, Aviva Petroleum, Inc. and Matador Petroleum
Corp. The address of Apache Corporation is One Post Oak
Central, 2000 Post Oak Boulevard, Suite 100, Houston, Texas
77056-4400, and its principal business is the exploration,
development and production of natural gas, crude oil and
natural gas liquids. The address of Aviva Petroleum, Inc. is
8235 Douglas Avenue, Suite 400, Dallas, Texas 75225, and its
principal business is the exploration, production and
development of oil and gas. The address of Matador Petroleum
Corp. is 8340 Meadow Road #158, Dallas, Texas 75231, and its
principal business is oil and gas exploration and
development.
Alan B. Henderson Alan B. Henderson is a citizen of the United Kingdom. Mr.
Henderson is currently employed as Chairman of Ranger Oil
(UK) Ltd. and his business address and the address of Ranger
Oil (UK) Ltd. is Ranger House, Walnut Tree Close, Guildford,
Surrey GU1 4US. He is also currently employed as a
Non-executive Director of other companies.
James F. Ladner James F. Ladner is a citizen of Switzerland. Mr. Ladner is
Executive Director of RP & C International, an investment
banker, and his business address and the address of RP & C
International is Gartenstrasse 10, CH-8002, Zurich,
Switzerland. He is also currently employed as a
Non-executive Director of other companies.
Gary R. Petersen See Part 2 above.
William W. Vanderfelt William W. Vanderfelt is a citizen of the United Kingdom.
Mr. Vanderfelt is Managing Partner of Petercam S.A., a stock
brokerage firm, and his business address and the address of
Petercam S.A. is 19 Place Sainte-Gudule, B-1000, Brussels,
Belgium.
</TABLE>
5. EnCap. Set forth below are the name, business address and present
principal occupation or employment, and material occupations, positions, offices
or employments for the past five years of each member and managing director of
EnCap. Each managing director is a member of EnCap. The business address of each
member and managing director, unless otherwise indicated below, is 1100
Louisiana Street, Suite 3150, Houston, Texas 77002. Each member and managing
director of EnCap is a United States citizen. None of such individuals owns any
Units.
<TABLE>
<CAPTION>
Present Principal Occupation or Employment; Material Occupations,
Name Positions, Offices or Employments for the Past Five Years
---- -----------------------------------------------------------------
<S> <C>
Eugene C. Fiedorek See Part 4 above.
David B. Miller See Part 2 above.
D. Martin Phillips See Part 2 above.
Gary R. Petersen See Part 2 above.
Robert L. Zorich See Part 2 above.
</TABLE>
I-3
<PAGE> 36
6. Banc One Capital Partners VIII, Ltd. Set forth below are the name,
business address and present principal occupation or employment, and material
occupations, positions, offices or employments for the past five years of each
manager of Banc One Capital Partners VIII, Ltd. Each of the managers of Banc One
Capital Partners VIII, Ltd. is a United States citizen. None of such individuals
owns any Units.
<TABLE>
<CAPTION>
Present Principal Occupation or Employment; Material Occupations,
Name Positions, Offices or Employments for the Past Five Years
---- -----------------------------------------------------------------
<S> <C>
David R. Meuse David R. Meuse is Chairman, President and Chief Executive
Officer of Banc One Capital Holdings Corporation. His
business address, and the address of Banc One Capital
Holdings Corporation, is 150 E. Gay Street, 24th Floor,
Columbus, Ohio 43215. The principal business of Banc One
Capital Holdings Corporation is investments. Mr. Meuse has
been employed in the capacity of Chairman, President and
Chief Executive Officer of Banc One Capital Holdings
Corporation since 1993.
James J. Henson James J. Henson is Executive Vice President of Banc One
Capital Holdings Corporation and Executive Vice President of
BOCP Holdings Corporation. His business address, and the
address of Banc One Capital Holdings Corporation, is 150 E.
Gay Street, 24th Floor, Columbus, Ohio 43215. The principal
business of Banc One Capital Holdings Corporation is
investments. Mr. Henson has been employed in the capacity of
Executive Vice President of Banc One Capital Holdings
Corporation since 1993.
Michael J. Endres Michael J. Endres is Vice Chairman of Banc One Capital
Corporation and Chairman and President of BOCP Holdings
Corporation. His business address, and the address of Banc
One Capital Holdings Corporation, is 150 E. Gay Street,
24th Floor, Columbus, Ohio 43215. The principal business
of Banc One Capital Holdings Corporation is investments.
Mr. Endres has been employed in the capacity of Vice Chairman
of Banc One Capital Corporation since 1992. The address of
BOCP Holdings Corporation is 150 E. Gay Street, Columbus, Ohio
43215, and its principal business is investments.
</TABLE>
7. BOCP Holdings Corporation. Set forth below are the name, business
address and present principal occupation or employment, and material
occupations, positions, offices or employments for the past five years of each
director of BOCP Holdings Corporation. Directors are indicated by an asterisk
(*). Each of the directors and executive officers of BOCP Holdings Corporation
is a United States citizen. None of such individuals owns any Units.
<TABLE>
<CAPTION>
Present Principal Occupation or Employment; Material Occupations,
Name Positions, Offices or Employments for the Past Five Years
---- -----------------------------------------------------------------
<S> <C>
Michael J. Endres* See Part 6 above.
William P. Boardman* William P. Boardman is Senior Vice President of BANC ONE
CORPORATION. His business address, and the address of BANC
ONE CORPORATION, is 100 E. Broad Street, Columbus, Ohio
43215. The principal business of BANC ONE CORPORATION is
banking. Mr. Boardman has been employed with BANC ONE
CORPORATION for the preceding five years.
</TABLE>
I-4
<PAGE> 37
<TABLE>
<S> <C>
Ronald D. Brooks* Ronald D. Brooks has been Chairman, President and Chief
Executive Officer of Banc One Capital Corporation since
1993. His business address, and the address of Banc One
Capital Corporation, is 150 E. Gay Street, 22nd Floor,
Columbus, Ohio 43215. The principal business of Banc One
Capital Corporation is investments. Prior to 1993, Mr.
Brooks was Vice Chairman of Banc One Capital Corporation.
Frederick L. Cullen* Frederick L. Cullen is President and Chief Operating Officer
of Banc One Ohio Corporation. His business address, and the
address of Banc One Ohio Corporation, is 100 E. Broad
Street, Columbus, Ohio 43215, and its principal business is
owning and managing Bank One, N.A. and Bank One Trust
Company. Mr. Cullen has been employed with Banc One Ohio
Corporation for the preceding five years.
G. Lee Griffin* G. Lee Griffin is Chairman and Chief Executive Officer of
Banc One Louisiana Corporation. His business address, and
the address of Banc One Louisiana Corporation, is Bank One
Tower - Suite 2100, 451 Florida Street, Baton Rouge,
Louisiana 70801. The principal business of Banc One
Louisiana Corporation is owning and managing Bank One,
Louisiana. Mr. Griffin has been employed with Banc One
Louisiana Corporation, or its predecessor, Premier Bancorp,
for the preceding five years.
Daniel J. Jessee* Daniel J. Jessee has been Vice Chairman of Banc One Capital
Corporation since 1994. His business address, and the
address of Banc One Capital Corporation, is 150 E. Gay
Street, 22nd Floor, Columbus, Ohio 43215. The principal
business of Banc One Capital Corporation is investments.
Prior to 1994, Mr. Jessee was Managing Director of Banc One
Capital Corporation.
David J. Kundert* David J. Kundert has been Chairman and Chief Executive
Officer of Banc One Investment Management Group, or its
predecessor, since 1995. His business address, and the
address of Banc One Investment Management Group, is 1111
Polaris Parkway-B2, Columbus, Ohio 43240. The principal
business of Banc One Investment Management Group is acting
as a fiduciary branch, managing trusts for business and
individual clients and managing client 401(k)s. Mr. Kundert
is also President and Chief Executive Officer of Banc One
Investment Advisors Corporation. The business address of
Banc One Investment Advisors Corporation is 1111 Polaris
Parkway-B2, Columbus, Ohio 43240. The principal business of
Banc One Investment Advisors Corporation is acting as an
investment advisory affiliate and managing BANC ONE
CORPORATION's 401(k) plan and mutual funds. Mr. Kundert has
been employed in the capacity of Chairman and Chief
Executive Officer of Banc One Investment Advisors
Corporation since 1992.
Robert F. B. Logan* Robert F. B. Logan is currently retired. From 1995 to his
retirement in 1996, Mr. Logan was President and Chief
Executive Officer of Bank One, Arizona. His address, and the
address of Bank One, Arizona, is 241 North Central - 36th
Floor, Phoenix, Arizona 85004. The principal business of
Bank One, Arizona is banking. From 1992 to 1995, Mr. Logan
was retired.
Donald L. McWhorter* Donald L. McWhorter is currently retired. Prior to his
retirement in 1994, Mr. McWhorter was employed with BANC ONE
CORPORATION. His address, and the address of BANC ONE
CORPORATION, is 100 E. Broad Street, Columbus, Ohio 43215.
The principal business of BANC ONE CORPORATION is banking.
</TABLE>
I-5
<PAGE> 38
<TABLE>
<S> <C>
David R. Meuse* See Part 6 above.
James V. Pickett* James V. Pickett is Vice Chairman of Banc One Capital
Corporation. His business address, and the address of Banc
One Capital Corporation, is 150 E. Gay Street, 22nd Floor,
Columbus, Ohio 43215. The principal business of Banc One
Capital Corporation is investments. Mr. Pickett has been
employed in the capacity of Vice Chairman of Banc One
Capital Corporation since 1993. Prior to February 1993, Mr.
Pickett was Chairman of Pickett Companies. The address of
Pickett Companies is 150 E. Gay Street, 22nd Floor,
Columbus, Ohio 43215, and its principal business is real
estate asset management.
William E. Roberts* William E. Roberts is Vice Chairman of Banc One Capital
Corporation. His business address, and the address of Banc
One Capital Corporation, is 150 E. Gay Street, 22nd Floor,
Columbus, Ohio 43215. The principal business of Banc One
Capital Corporation is investments. Mr. Roberts has been
employed in the capacity of Vice Chairman of Banc One
Capital Corporation since 1993. Prior to this position, Mr.
Roberts was Chairman of Pickett Companies. The business
address of Pickett Companies is 150 E. Gay Street, 22nd
Floor, Columbus, Ohio 43215.
Ronald G. Steinhart* Ronald G. Steinhart has been Chairman and Chief Executive
Officer of Banc One Commercial Banking Group since 1996. His
business address, and the address of Banc One Commercial
Banking Group, is 150 E. Gay Street, Columbus, Ohio 43215.
The principal business of Banc One Commercial Banking Group
is commercial banking. From 1992 to 1996, Mr. Steinhart was
President of Bank One, Texas. The business address of Bank
One, Texas is 1717 Main Street, Dallas, Texas 75201. The
principal business of Bank One, Texas is banking.
</TABLE>
8. Banc One Capital Holdings Corporation. Set forth below are the
name, business address and present principal occupation or employment, and
material occupations, positions, offices or employments for the past five years
of each director and executive officer of Banc One Capital Holdings Corporation.
Directors are indicated by an asterisk (*). Each of the directors and executive
officers of Banc One Capital Holdings Corporation is a United States citizen.
None of such individuals owns any Units.
<TABLE>
<S> <C>
John B. McCoy* John B. McCoy is Chairman of BANC ONE CORPORATION. His
business address, and the address of BANC ONE CORPORATION,
is 100 E. Broad Street, Columbus, Ohio 43215. The principal
business of BANC ONE CORPORATION is banking. In addition,
Mr. McCoy serves as a director of Cardinal Health, Inc.,
Ameritech Corporation, Federal Home Loan Mortgage
Corporation and Tenneco, Inc. The address of Cardinal
Health, Inc. is 5555 Glendon Court, Dublin, Ohio 43016, and
its principal business is the wholesale distribution of
pharmaceuticals and related health care products. The
address of Ameritech Corporation is 30 South Wacker Drive,
Chicago, Illinois 60606, and its principal business is
communications services. The address of Federal Home Loan
Mortgage Corporation is 8200 Jones Branch Drive, McLean,
Virginia 22102, and its principal business is providing
residential mortgages. The address of Tenneco, Inc. is 1275
King Street, Greenwich, Connecticut 06831, and its principal
business is manufacturing automotive parts and packaging.
Mr. McCoy has been employed with BANC ONE CORPORATION for
the preceding five years.
David R. Meuse* See Part 6 above.
</TABLE>
I-6
<PAGE> 39
<TABLE>
<S> <C>
James J. Henson* See Part 6 above.
Ronald D. Brooks* See Part 7 above.
David J. Kundert* See Part 7 above.
Michael J. Endres* See Part 6 above.
Brad L. Pospichel Brad L. Pospichel has been Executive Vice President and
Treasurer of Banc One Capital Holdings Corporation since
1993. His business address, and the address of Banc One
Capital Holdings Corporation, is 150 E. Gay Street, 24th
Floor, Columbus, Ohio 43215. The principal business of Banc
One Capital Holdings is investments. Prior to 1993, he was
Treasurer of Banc One Capital Corporation. The address of
Banc One Capital Corporation is 150 E. Gay Street, 24th
Floor, Columbus, Ohio 43215, and its principal business is
investments.
Carter K. McDowell Carter K. McDowell has been Senior Vice President and
Director of Compliance of Banc One Capital Holdings
Corporation since September 1997. His business address, and
the address of Banc One Capital Holdings, is 150 E. Gay
Street, 24th Floor, Columbus, Ohio 43215. The principal
business of Banc One Capital Holdings is investments. From
1992 to September 1997, Mr. McDowell was Practice Group Head
for Regulatory and Compliance (Legal Department) for BANC
ONE CORPORATION. The address of BANC ONE CORPORATION is 100
E. Broad Street, Columbus, Ohio 43215, and its principal
business is banking.
</TABLE>
9. BANC ONE CORPORATION. Set forth below are the name, business
address and present principal occupation or employment, and material
occupations, positions, offices or employments for the past five years of each
director and executive officer of BANC ONE CORPORATION. Directors are indicated
by an asterisk (*). Each of the directors and executive officers of BANC ONE
CORPORATION is a United States citizen. To the knowledge of Acquirors, none of
such individuals owns any Units.
<TABLE>
<S> <C>
Bennett Dorrance* Bennett Dorrance is an investor and Chairman and Managing
Director of DMB Associates. His business address, and the
address of DMB Associates, is 410 North 44th Street,
Phoenix, Arizona 85008. The principal business of DMB
Associates is real estate investment and development. Mr.
Dorrance also serves as Vice Chairman of Campbell Soup
Company, Inc. and is a director of UDC Homes, Inc. The
address of Campbell Soup Company, Inc. is Campbell Place,
Camden, New Jersey 08103-1799, and its principal business is
the manufacturing and marketing of convenience food
products. The address of UDC Homes, Inc. is 6710 North
Scottsdale Road, Scottsdale, Arizona 85253, and its
principal business is home construction.
Charles E. Exley, Jr.* Charles E. Exley, Jr. is a Corporate Director of BANC ONE
CORPORATION. His business address, and the address of BANC
ONE CORPORATION, is 100 E. Broad Street, Columbus, Ohio
43271. The principal business of BANC ONE CORPORATION is
banking. In addition, Mr. Exley is a director of Merck &
Co., Inc. The address of Merck & Co. is One Merck Drive,
Whitehouse Station, New Jersey, 08889-0100, and its
principal business is pharmaceuticals.
</TABLE>
I-7
<PAGE> 40
<TABLE>
<S> <C>
E. Gordon Gee* E. Gordon Gee is President of The Ohio State University. His
business address, and the address of The Ohio State
University, is Columbus, Ohio 43210. In addition, Dr. Gee is
a director of Abercrombie & Fitch, Inc., ASARCO, Inc.,
Columbia Gas of Ohio, Glimcher Realty Trust, Intimate
Brands, Inc. and The Limited, Inc. The address of
Abercrombie & Fitch, Inc. is Four Limited Parkway East, P.O.
Box 182168 Reynoldsburg, Ohio 43218, and its principal
business is the purchase, distribution and sale of men's and
women's casual apparel. The address of ASARCO, Inc. is 180
Maiden Lane, New York, New York 10038, and its principal
business is the production of nonferrous metals, specialty
chemicals and aggregates. The address of Columbia Gas of
Ohio is 200 Civic Center Drive South, Columbus, Ohio 43215
and its principal business is gas operations. The address of
Glimcher Realty Trust is 20 South Third Street, Columbus,
Ohio 43215, and its principal business is owning, leasing,
acquiring, developing and operating enclosed regional malls,
community shopping center properties and single tenant
retail properties. The address of Intimate Brands, Inc. is
Three Limited Parkway, P.O. Box 16000, Columbus, Ohio 43216,
and its principal business is the purchase, distribution and
sale of lingerie, personal care products and women's
apparel. The address of The Limited, Inc. is Three Limited
Parkway, P.O. Box 16000, Columbus, Ohio 43216, and its
principal business is the purchase, distribution and sale of
women's apparel, lingerie, men's apparel, personal care
products, children's apparel and a wide variety of sporting
goods.
John R. Hall* John R. Hall has been retired since 1996. From 1992 to 1996,
Mr. Hall was Chairman and Chief Executive Officer of
Ashland, Inc. His business address, and the address of
Ashland, Inc., is 1000 Ashland Drive, Russell, Kentucky
41169. The principal business of Ashland, Inc. is oil
refining and the manufacturing and distribution of
chemicals. Mr. Hall also serves as a director of Reynolds
Metals Company, Humana Inc., CSX Corporation and UCAR
International, Inc. The address of Reynolds Metals Company
is 6601 W. Broad Street, Richmond, Virginia 23261, and its
principal business is the manufacturing of aluminum. The
address of Humana Inc. is 500 West Main Street, Louisville,
Kentucky 40202, and its principal business is managed health
care products. The address of CSX Corporation is 901 East
Cary Street, Richmond, Virginia 23219-4031, and its
principal business is rail freight transportation and
distribution services. The address of UCAR International is
39 Old Ridgebury Road, Danbury, Connecticut 06817-0001, and
its principal business is the manufacture of graphite and
carbon electrodes.
Laban P. Jackson, Jr.* Laban P. Jackson, Jr. is Chairman and Chief Executive
Officer of Clear Creek Properties, Inc. His business
address, and the address of Clear Creek Properties, Inc., is
101 Prosperous Place, Lexington, Kentucky 40509. The
principal business of Clear Creek Properties, Inc. is real
estate development.
John W. Kessler* John W. Kessler is Chairman of The New Albany Company. The
principal business of The New Albany Company is real estate
development. In addition, Mr. Kessler has been Chairman of
Marsh & McLennan Real Estate Advisors, Inc., a real estate
development company since 1980, and Chairman of John W.
Kessler Company, a real estate development company, since
1975. Mr. Kessler has been employed with The New Albany
Company for the preceding five years.
Richard J. Lehmann* Richard J. Lehmann has been President of BANC ONE
CORPORATION since 1995 and Chief Operating Officer of BANC
ONE CORPORATION since 1996.
</TABLE>
I-8
<PAGE> 41
<TABLE>
<S> <C>
His business address, and the address of BANC ONE
CORPORATION, is 100 E. Broad Street, Columbus, Ohio 43271.
The principal business of BANC ONE CORPORATION is banking.
From 1991 to 1995, Mr. Lehmann was Chairman and Chief
Executive Officer of Banc One Arizona Corporation (formerly,
Valley National Corporation) and Bank One, Arizona, N.A.
(formerly, Valley National Bank). The address of Banc One
Arizona Corporation is 201 North Central Avenue, Phoenix,
Arizona 85004, and its principal business is owning and
managing Banc One Arizona, N.A., Bank One, Utah, N.A. and
Banc One Arizona Investment Corporation. The address of Bank
One, Arizona, N.A. is 241 North Central --36th Floor,
Phoenix, Arizona 85004, and its principal business is
banking.
John B. McCoy* See Part 8 above.
John G. McCoy* John G. McCoy is Chairman of the BANC ONE CORPORATION
Executive Committee. His business address, and the address
of BANC ONE CORPORATION, is 100 E. Broad Street, Columbus,
Ohio 43271. The principal business of BANC ONE CORPORATION
is banking. Mr. McCoy has been employed with BANC ONE
CORPORATION for the preceding five years.
Thekla R. Shackelford* Thelka R. Shackelford is an education consultant. In
addition, Ms. Shackelford is a director of Wendy's
International, Inc. and Fiserv Inc. The address of Wendy's
International, Inc. is P.O. Box 256, 4288 West
Dublin-Granville Road, Dublin, Ohio 43017-0256, and its
principal business is quick service restaurants. The address
of Fiserv Inc. is 255 Fiserv Drive, Brookfield, Wisconsin
53045, and its principal business is computer technology and
related products. Ms. Shackelford has been an education
consultant for the preceding five years.
Alex Shumate* Alex Shumate is Office Managing Partner of the Columbus
office of Squire, Sanders & Dempsey. His business address,
and the address of Squire, Sanders & Dempsey, is 41 South
High Street, #1300, Columbus, Ohio 43215. Squire, Sanders &
Dempsey are attorneys-at-law. Mr. Shumate has been employed
with Squire, Sanders & Dempsey for the preceding five years.
Frederick P. Stratton, Jr* Frederick P. Stratton, Jr. is Chairman and Chief Executive
Officer of Briggs & Stratton Corporation. His business
address, and the address of Briggs & Stratton Corporation,
is 12301 West Wirth Street, Wauwatosa, Wisconsin 53222. The
principal business of Briggs & Stratton Corporation is the
manufacture of air cooled gasoline engines for outdoor power
equipment. Mr. Stratton is also a director of Midwest
Express Holdings, Inc., Weyco Group, Inc., Wisconsin
Electric Power Company and Wisconsin Energy Corporation. The
address of Midwest Express Holdings, Inc. is 6744 South
Howell Avenue, Oak Creek, Wisconsin 53154, and its principal
business is the operation of a single-class, premium service
passenger jet airline. The address of Weyco Group, Inc. is
234 E. Reservoir Avenue, P.O. Box 1188, Milwaukee, Wisconsin
53201, and its principal business is the manufacture,
purchase and distribution of men's footwear. The address of
Wisconsin Electric Power Company is 231 West Michigan
Street, P.O. Box 2045, Milwaukee, Wisconsin 53201, and its
principal business is electric, gas and steam utilities. The
address of Wisconsin Energy Corporation is 231 West Michigan
Street, P.O. Box 2949, Milwaukee, Wisconsin 53201, and its
principal business is electric, gas and steam utilities.
</TABLE>
I-9
<PAGE> 42
<TABLE>
<S> <C>
Robert D. Walter* Robert D. Walter is Chairman and Chief Executive Officer of
Cardinal Health, Inc. His business address, and the address
of Cardinal Health, Inc., is 5555 Glendon Court, Dublin,
Ohio 43016. The principal business of Cardinal Health, Inc.
is the wholesale distribution of pharmaceuticals and related
health care products. Mr. Walter is also a director of
Karrington Health, Inc. and Westinghouse Electric
Corporation. The address of Karrington Health, Inc. is 919
Old Henderson Road, Columbus, Ohio 43220 and its principal
business is developing, owing and operating assisted living
residences. The address of Westinghouse Electric Corporation
is Westinghouse Building, 11 Stanwix Street, Pittsburgh,
Pennsylvania 15222-1384, and it is a global company
operating in the fields of entertainment, technology and
industry.
John C. Tolleson* John C. Tolleson was formerly Chairman and Chief Executive
Officer of First USA, Inc. His business address, and the
address of First USA, Inc., is 1601 Elm Street, 47th Floor,
Dallas, Texas 75201. The principal business of First USA,
Inc. is issuing credit cards and providing other
credit-related services. In addition, Mr. Tolleson was
Chairman and Chief Executive Officer of First USA Financial,
Inc. The principal business of First USA Financial, Inc. is
conducting the operations of First USA, Inc. Mr. Tolleson
was also a director of First USA Bank and First USA Federal
Savings Bank. The principal business of First USA Bank is
issuing credit cards. The principal business of First USA
Federal Savings Bank is providing financial services to card
holders. Mr. Tolleson is also a chairman of First USA
Paymentech, which is a payment processor. The address of
First USA Financial, Inc., First USA Bank, First USA Federal
Savings Bank and First USA Paymentech is 1601 Elm Street,
47th Floor, Dallas, Texas 75201.
John F. Havens* John F. Havens is an honorary director of BANK ONE
CORPORATION. He is currently retired. Prior to his
retirement, he was chairman of BANC ONE CORPORATION. The
address of BANC ONE CORPORATION is 100 E. Broad Street,
Columbus, Ohio 45271, and its principal business is banking.
Steven A. Bennett Steven A. Bennett is Senior Vice President and General
Counsel of BANC ONE CORPORATION. His business address, and
the address of BANC ONE CORPORATION, is 100 E. Broad Street,
Columbus, Ohio 43271. The principal business of BANC ONE
CORPORATION is banking. Mr. Bennett has been employed with
BANC ONE CORPORATION for the preceding five years.
William P. Boardman See Part 6 above.
Bobby L. Doxey Bobby L. Doxey has been Senior Vice President and Controller
of BANC ONE CORPORATION since May 1996. His business
address, and the address of BANC ONE CORPORATION, is 100 E.
Broad Street, Columbus, Ohio 43271. The principal business
of BANC ONE CORPORATION is banking. Prior to 1996, Mr. Doxey
served as Chief Financial Officer of Bank One, Texas, N.A.
The principal business of Bank One, Texas, N.A. is banking,
and its address is 1717 Main Street, Dallas, Texas 75201.
Roman J. Gerber Roman J. Gerber is Executive Vice President of BANC ONE
CORPORATION. His business address, and the address of BANC
ONE CORPORATION, is 100 E. Broad Street, Columbus, Ohio
43271. The principal business of BANC ONE CORPORATION is
banking. Mr. Gerber has been employed with BANC ONE
CORPORATION for the preceding five years.
</TABLE>
I-10
<PAGE> 43
<TABLE>
<S> <C>
William C. Leiter William C. Leiter is Senior Vice President of BANC ONE
CORPORATION. His business address, and the address of BANC
ONE CORPORATION, is 100 E. Broad Street, Columbus, Ohio
43271. The principal business of BANC ONE CORPORATION is
banking. Mr. Leiter has been employed with BANC ONE
CORPORATION for the preceding five years.
Richard D. Lodge Richard D. Lodge is Senior Vice President of BANC ONE
CORPORATION. His business address, and the address of BANC
ONE CORPORATION, is 100 E. Broad Street, Columbus, Ohio
43271. The principal business of BANC ONE CORPORATION is
banking. Mr. Lodge has been employed with BANC ONE
CORPORATION for the preceding five years.
Michael J. McMennamin Michael J. McMennamin is Executive Vice President and Chief
Financial Officer of BANC ONE CORPORATION. His business
address, and the address of BANC ONE CORPORATION, is 100 E.
Broad Street, Columbus, Ohio 43271. The principal business
of BANC ONE CORPORATION is banking. Mr. McMennamin has been
employed with BANC ONE CORPORATION for the preceding five
years.
</TABLE>
9. First Union Investors. Set forth below are the name, business
address and present principal occupation or employment, and material
occupations, positions, offices or employments for the past five years of each
director and executive officer of First Union Investors. Each person listed
below is a director of First Union Investors. Each of the directors and
executive officers of First Union Investors is a United States citizen. To the
knowledge of Acquirors, none of such individuals owns any Units.
<TABLE>
<CAPTION>
Present Principal Occupation or Employment; Material Occupations,
Name Positions, Offices or Employments for the Past Five Years
---- -----------------------------------------------------------------
<S> <C>
Robert T. Atwood Robert T. Atwood is Executive Vice President and Chief
Financial Officer of First Union Corporation and Executive
Vice President of First Union Investors. His business
address, the address of First Union Corporation, and the
address of First Union Investors is One First Union Center,
Charlotte, North Carolina 28288. First Union Corporation is
registered as a bank holding company. The principal business
of First Union Investors is engaging in various investment
activities on behalf of First Union Corporation and its
affiliates. Mr. Atwood has been employed with First Union
Corporation for the preceding five years.
Edward E. Crutchfield Edward E. Crutchfield is Chairman and Chief Executive
Officer of First Union Corporation. His business address,
and the address of First Union Corporation, is One First
Union Center, Charlotte, North Carolina 28288. First Union
Corporation is registered as a bank holding company. Mr.
Crutchfield has been employed with First Union Corporation
for the preceding five years. In addition, Mr. Crutchfield
is a director of Bernhardt Industries, Inc., Liberty
Corporation and V F Corporation. The address of Bernhardt
Industries, Inc. is P.O. Box 740, Lenoir, North Carolina
28645, and its principal business is the manufacturing of
furniture. The address for Liberty Corporation is Post
Office Box 789, Wade Hampton Boulevard, Greenville, S. C.
29602, and its principal business is life insurance and
television broadcasting. The address of V F Corporation is
1047 North Park Road, Wyomissing, Pennsylvania 19610, and
its principal business is the design, manufacture and
marketing of apparel.
John R. Georgius John R. Georgius is President and Chief Operating Officer of
First Union Corporation and President of First Union
Investors. His business address, the address of First Union
Corporation, and the address of First Union Investors is One
First Union Center, Charlotte, North Carolina 28288. First
Union
</TABLE>
I-11
<PAGE> 44
<TABLE>
<S> <C>
Corporation is registered as a bank holding company.
The principal business of First Union Investors is engaging
in various investment activities on behalf of First Union
Corporation and its affiliates. Mr. Georgius has been
employed with First Union Corporation for the preceding five
years.
</TABLE>
10. First Union Corporation. Set forth below are the name, business
address and present principal occupation or employment, and material
occupations, positions, offices or employments for the past five years of each
director and executive officer of First Union Corporation. Directors are
indicated by an asterisk (*). Each of the directors and executive officers of
First Union Corporation is a United States citizen. To the knowledge of
Acquirors, none of such individuals owns any Units.
<TABLE>
<CAPTION>
Present Principal Occupation or Employment; Material Occupations,
Name Positions, Offices or Employments for the Past Five Years
---- -----------------------------------------------------------------
<S> <C>
A. Dano Davis* A. Dano Davis is Chairman, Principal Executive Officer and a
director of Winn-Dixie Stores, Inc. His business address,
and the address of Winn-Dixie Stores, Inc., is 5050 Edgewood
Court, Jacksonville, Florida 32254. The principal business
of Winn-Dixie Stores, Inc. is retail grocery sales. Mr.
Davis has been employed with Winn-Dixie Stores, Inc. for the
preceding five years. In addition, Mr. Davis is a director
of American Heritage Life Investment Corporation. The
address of American Heritage Life Investment Corporation is
American Heritage Life Building, 1776 American Heritage Life
Drive, Jacksonville, Florida 32224, and its principal
business is life insurance.
Roddey Dowd, Sr.* Since April 1998, Roddey Dowd, Sr. has served as Chairman of
the Executive Committee of Charlotte Pipe and Foundry
Company. His business address, and the address of Charlotte
Pipe and Foundry Company, is P.O. Box 35430, Charlotte,
North Carolina 28235. The principal business of Charlotte
Pipe and Foundry Company is manufacturing pipe and fittings.
Mr. Dowd has been employed with Charlotte Pipe and Foundry
Company for the preceding five years. In addition, Mr. Dowd
is a director of Ruddick Corporation. The address of Ruddick
Corporation is 2000 Two First Union Center, Charlotte, North
Carolina 28282, and its principal business is a diversified
holding company.
William H. Goodwin, Jr.* William H. Goodwin, Jr. is Chairman of CCA Industries. His
business address, and the address of CCA Industries, is 901
East Cary Street, Suite 1400, Richmond, Virginia 23219. The
principal business of CCA Industries is manufacturing sports
and other equipment. CCA Industries is also a diversified
holding company. Mr. Goodwin has been employed with CCA
Industries for the preceding five years. Mr. Goodwin is also
a director of Bassett Furniture Industries, Incorporated.
The address of Bassett Furniture Industries, Incorporated is
3525 Fairystone Park Highway, Bassett, Virginia 24055, and
its principal business is manufacturing and selling
furniture.
Norwood H. Davis* Norwood H. Davis is Chairman of the Board, Chief Executive
Officer and a director of Trigon Healthcare, Inc., a managed
healthcare company. The address of Trigon Healthcare, Inc.
is 2015 Staples Mill Road, Richmond, Virginia 23230. Mr.
Davis has been employed by Trigon Healthcare, Inc. for the
preceding five years. Mr. Davis is also a director of Hilb,
Rogal and Hamilton Company. The address of Hilb, Rogal and
Hamilton Company is 4235 Innslake Drive, Glen Allen,
Virginia 23060, and it is a provider of insurance agents,
brokers and services.
</TABLE>
I-12
<PAGE> 45
<TABLE>
<S> <C>
Radford D. Lovett* Radford D. Lovett is Chairman of Commodores Point Terminal
Corp. His business address, and the address of Commodores
Point Terminal Corp, is 1600 Independent Square,
Jacksonville, Florida 32202. The principal business of
Commodores Point Terminal Corp is operating a marine
terminal and a real estate management company. Mr. Lovett
has been employed with Commodores Point Terminal Corp. for
the preceding five years. In addition, Mr. Lovett is a
director of American Heritage Life Investment Corporation,
Florida Rock Industries, Inc., FRP Properties, Inc. and
Winn-Dixie Stores, Inc. The address of American Heritage
Life Investment Corporation is American Heritage Life
Building, 1776 American Heritage Life Drive, Jacksonville,
Florida 32224, and its principal business is life insurance.
The address of Florida Rock Industries, Inc. is 155 East
21st Street, Jacksonville, Florida 32206, and its principal
business is the production and sale of ready mixed concrete
and the mining, processing and sale of sand, gravel and
crushed stone. The address for FRP Properties, Inc. is 155
East 21st Street, Jacksonville, Florida 32206, and its
principal business is transportation and real estate. The
address of Winn-Dixie Stores, Inc. is 5050 Edgewood Court,
Jacksonville, Florida 32254-3699, and its principal business
is retail grocery sales.
Randolph N. Reynolds* Randolph N. Reynolds is Vice Chairman and a director of
Reynolds Metals Company. His business address, and the
address of Reynolds Metals Company, is 6601 W. Broad Street,
Richmond, Virginia 23261. The principal business of Reynolds
Metals Company is the manufacturing of aluminum. Mr.
Reynolds has been employed with Reynolds Metals Company for
the preceding five years.
G. Alex Bernhardt, Sr.* G. Alex Bernhardt, Sr. is Chairman and Chief Executive
Officer of Bernhardt Furniture Company. His business
address, and the address of Bernhardt Furniture Company, is
P.O. Box 740, Lenoir, North Carolina 28645. The principal
business of Bernhardt Furniture Company is the manufacturing
of furniture. Prior to 1996, Mr. Bernhardt was President and
Chief Executive Officer of Bernhardt Furniture Company. Mr.
Bernhardt is also a director of Duke Energy Corporation. The
address of Duke Energy Corporation is 422 S. Church Street,
PB04G, Charlotte, North Carolina 28242, and it is an
electric utility.
W. Waldo Bradley* W. Waldo Bradley is Chairman of Bradley Plywood Corporation.
His business address, and the address of Bradley Plywood
Corporation, is P.O. Box 1408, Savannah, Georgia 31402-1408.
The principal business of Bradley Plywood Corporation is
wholesale distribution of building materials. Mr. Bradley
has been employed with Bradley Plywood Corporation for the
preceding five years. In addition, Mr. Bradley is a director
of AGL Resources, Inc. The address for AGL Resources, Inc.
is 303 Peachtree Street, N.E., Atlanta, Georgia 30308, and
its principal business is the distribution of natural gas.
Ernest E. Jones* Since October 1998, Ernest E. Jones has served as President
and Chief Executive Officer of Private Industry Counsel.
Private Industry Counsel is located at 1617 J.F.K.
Boulevard, Philadelphia, Pennsylvania 19103. Prior to
October 1998, Mr. Jones served as Executive Director of
Greater Philadelphia Urban Affairs Coalition, located at
1207 Chestnut Street, Philadelphia, Pennsylvania 19107. Mr.
Jones was employed by this Coalition for the five years
preceding his current employment with Private Industry
Counsel.
Mackey J. McDonald* Mackey J. McDonald is President, Chief Executive Officer and
a director of VF Corporation. His business address, and the
address of VF Corporation, is
</TABLE>
I-13
<PAGE> 46
<TABLE>
<S> <C>
1047 North Park Road, Wyomissing, Pennsylvania 19610. VF
Corporation is a manufacturer of apparel. Mr. McDonald has
been employed with VF Corporation for the preceding five
years. Mr. McDonald is also a director of Hersey Foods
Corporation. The address of Hershey Foods Corporation is
P.O. Box 810, Hershey, Pennsylvania, 17033-0810, and its
principal business is the production, marketing and
distribution of sugar and confectionary products.
Lanty L. Smith* Lanty L. Smith is Chairman of Precision Fabrics Group, Inc.
His business address, and the address of Precision Fabrics
Group, Inc., is 301 North Elm Street, Suite 600, Greensboro,
North Carolina 27401. The principal business of Precision
Fabrics Group, Inc. is the manufacturing of technical,
high-performance textile products. Mr. Smith has been
employed with Precision Fabrics Group, Inc. for the
preceding five years. Mr. Smith is also Chairman of The
Greenwood Group, Inc. and a director of Oakwood Homes
Corporation. The address of Oakwood Homes Corporation is
P.O. Box 7886, Gransboro, North Carolina, 27417-0386, and it
is a vertically integrated manufacturer of mobile homes.
Robert J. Brown* Robert J. Brown is Chairman, President and Chief Executive
Officer of B&C Associates, Inc. His business address, and
the address of B&C Associates, Inc., is P.O. Box 2636, High
Point, North Carolina 27261. The principal business of B&C
Associates, Inc. is public relations and marketing research.
Mr. Brown has been employed with B&C Associates, Inc. for
the preceding five years. In addition, Mr. Brown is also a
director of Duke Energy Corporation, Republic Industries,
Inc. and Sonoco Products Company. The address of Duke Energy
Corporation is 422 S. Church Street, PB04G, Charlotte, North
Carolina 28242, and it is an electric utility. The address
of Republic Industries, Inc. is 110 S.E. 6th Street, Ft.
Lauderdale, Florida 33301, and its principal business is
refuse systems. The address for Sonoco Products Company is
Post Office Box 160, Hartsville, South Carolina 29550-0160,
and its principal business is the manufacture of
paperboard-based and plastic-based packaging products.
Terrence A. Larsen* Terrence A. Larsen is the retired Vice Chairman of First
Union Corporation. For the preceding five years, Mr. Larsen
was employed by CoreStates Financial Corporation and
CoreStates Bank, N.A. and served as Chairman, President and
Chief Executive Officer.
Herbert Lotman* Herbert Lotman is Chairman, President and Chief Executive
Officer of Keystone Foods Corporation, a food manufacturer
and distributor. The address of Keystone Foods Corporation
is 401 City Avenue, Suite 800, Bala Cynwyd, Pennsylvania
19004. Mr. Lotman has been employed by Keystone Foods
Corporation for the preceding five years. Mr. Lotman is also
a director of Vestaur Securities, Inc. The address of
Vestaur Securities, Inc. is P.O. Box 7558, Philadelphia,
Pennsylvania 19101, and it is an investment fund.
Edward E. Crutchfield* See Part 10 above.
R. Stuart Dickson* R. Stuart Dickson has been Chairman of the Executive
Committee of Ruddick Corporation since 1994. He is also a
director of Ruddick Corporation. His business address, and
the address of Ruddick Corporation, is 2000 Two First Union
Center, Charlotte, North Carolina 28282. Ruddick Corporation
is a diversified holding company. Prior to 1994, he was
Chairman of Ruddick Corporation. Mr. Dickson is also a
director of Dimon Incorporated, PCA International Inc.,
Textron, Inc. and United Dominion Industries. The address of
</TABLE>
I-14
<PAGE> 47
<TABLE>
<S> <C>
Dimon Incorporated is 512 Bridge Street, Danville, Virginia
24541, and its principal business is as a leaf tobacco
merchant. The address of PCA International, Inc. is 815
Matthews-Mint Hill Road, Matthews, North Carolina 28105, and
its principal business is the sale of photographic color
portraits. The address of Textron, Inc. is 40 Westminster
Street, Providence, Rhode Island 02903, and its principal
business is manufacturing aerospace, consumer, industrial
and other products. The address of United Dominion
Industries is 2300 One First Union Center, 301 South College
Street, Charlotte, North Carolina 28202-6039, and its
principal business is engineering equipment for heating, air
drying and purification, fluid handling, heat exchange,
compaction, food processing, material handling equipment,
steel doors and aerospace applications.
B. F. Dolan* B. F. Dolan is an investor. His business address is 1990 Two
First Union Center, Charlotte, North Carolina 28282. Prior
to being an investor, Mr. Dolan was Chairman of Textron,
Inc., in Providence, Rhode Island. Textron, Inc.
manufactures aerospace, consumer, industrial and other
products. In addition, Mr. Dolan is a director of FPL Group,
Inc. and Polaris Industries, Inc. The address of FPL Group,
Inc. is 700 Universe Boulevard, Juno Beach, Florida 33408,
and it is a public utility holding company. The address of
Polaris Industries, Inc. is 1225 Highway 169 North,
Minneapolis, Minnesota 55441, and its principal business is
manufacturing snowmobiles, recreational and utility
vehicles, along with related accessories, clothing and
replacement parts.
John R. Georgius* See Part 10 above.
Ruth G. Shaw* Ruth G. Shaw has been Executive Vice President and Chief
Administrative Officer of Duke Energy Corporation since June
1997. Her business address, and the address of Duke Energy
Corporation, is 422 S. Church Street, PB04G, Charlotte,
North Carolina 28242. Duke Energy Corporation is an electric
utility. Ms. Shaw has been employed by Duke Energy
Corporation for the preceding five years. In addition, Ms.
Shaw is a director of AppleSouth, Inc. and Texas Eastern
Products Pipeline Company. The address of AppleSouth, Inc.
is Hancock at Washington, Madison, Georgia 30650, and it is
a restaurant operating company.
Edward E. Barr* Edward E. Barr is Chairman of Sun Chemical Corporation. His
business address, and the address of Sun Chemical
Corporation, is 222 Bridge Plaza South, Fort Lee, New Jersey
07024. Sun Chemical Corporation is a graphic arts materials
manufacturer. Mr. Barr has been employed with Sun Chemical
Corporation for the preceding five years. In addition, Mr.
Barr is a director of United Water Resources Inc. The
address of United Water Resources Inc. is 200 Old Hook Road,
Harrington Park, New Jersey 07640, and its principal
business is ownership of regulated water and wastewater
utilities.
Arthur M. Goldberg* Arthur M. Goldberg is Executive Vice President (President of
Gaming Operations) and a director of Hilton Hotels
Corporation. His business address, and the address of Hilton
Hotels Corporation, is 9336 Civic Center Drive, Beverly
Hills, California 90210. The principal business of Hilton
Hotels Corporation is lodging and casinos. Prior to 1996,
Mr. Goldberg was Chairman, President and Chief Executive
Officer of Bally Entertainment Corporation. The address of
Bally Entertainment Corporation is 8700 West Bryn Mawr Avenue,
Chicago, Illinois 60631, and its principal business is casinos
and entertainment. In addition, Mr. Goldberg is a director of
DiGiorgio Corporation. The address
</TABLE>
I-15
<PAGE> 48
<TABLE>
<S> <C>
of DiGiorgio Corporation is 380 Middlesex Avenue, Carteret,
New Jersey 07008, and it is an independent wholesale food
distributor.
Frank M. Henry* Frank M. Henry is Chairman of Frank Martz Coach Company. His
business address, and the address of Frank Martz Coach
Company, is P.O. Box 1007, Wilkes-Barre, Pennsylvania 18773.
The principal business of Frank Martz Coach Company is bus
transportation. Mr. Henry has been employed with Frank Martz
Coach Company for the preceding five years. In addition, Mr.
Henry is a director of Cable Michigan, Inc. and Commonwealth
Telephone Enterprises, Inc. The address of Cable Michigan,
Inc. is 105 Carnegie Center, Princeton, New Jersey 08540,
and it is a diversified international telecommunications and
high technology company. The address of Commonwealth
Telephone Enterprises, Inc. is P.O. Box 800, Dallas,
Pennsylvania 18612, and its principal business is
diversified international telecommunications and high
technology.
Joseph Neubauer* Joseph Neubauer is Chairman and Chief Executive Officer of
ARAMARK Corporation. His business address, and the address
of ARAMARK Corporation, is ARA Tower, 1101 Market Street,
Philadelphia, Pennsylvania 19107. The principal business of
ARAMARK Corporation is provider or manager of food, leisure,
uniform, health education and distribution services. Mr.
Neubauer has been employed with ARAMARK Corporation for the
preceding five years. Mr. Neubauer is also a director of
Bell Atlantic Corporation and Federated Department Stores,
Inc. The address for Bell Atlantic Corporation is 1717 Arch
Street, Philadelphia, Pennsylvania 19103, and its principal
business is telecommunications. The address for Federated
Department Stores, Inc. is 151 West 34th Street, New York,
New York 10001, and its principal business is the sale of
apparel, cosmetics, home furnishings and other consumer
goods.
Patricia A. McFate* Patricia A. McFate is the Senior Scientist and Program
Director of Center for National Security Negotiations of
Science Applications International Corporation, a systems
engineering company. The address of the Center is 1710
Goodridge Drive, McLean, Virginia 22102. Ms. McFate has been
employed by this corporation for the preceding five years.
James M. Seabrook* James M. Seabrook is Chairman and Chief Executive Officer of
Seabrook Brothers and Sons, Inc., a frozen foods processor.
The address of Seabrook Brothers and Sons, Inc. is 85 Finley
Road, Seabrook, New Jersey 08302. Mr. Seabrook has been
employed by this company for the preceding five years. Mr.
Seabrook also serves as director of New Jersey Manufacturers
Insurance Company and New Jersey Reinsurance Company.
Raymond W. Smith* Raymond W. Smith is Chairman, Chief Executive Officer and
director of Bell Atlantic Corporation, a telecommunications
and services company. The address of Bell Atlantic
Corporation is 1310 North Court House, Arlington, Virginia
22201. Mr. Smith has been employed by Bell Atlantic for the
preceding five years. Mr. Smith also serves as director of
USAirways Group, Inc., Westinghouse Electric Corp. and CBS
Corporation. The address of USAirways Group, Inc. is 2345
Crystal Drive, Arlington, Virginia 22227, and its primary
business is commercial aviation. Westinghouse Electric Corp.
is located at 11 Stanwix Street, Pittsburgh, Pennsylvania
15222, and its principal business is the manufacture and
distribution of engines and turbines. CBS Corporation is
located at 51 West 52nd Street, New York, New York 10019,
and it is a nationally recognized telephone and radio
broadcasting company.
</TABLE>
I-16
<PAGE> 49
<TABLE>
<S> <C>
Malcom S. McDonald* Now retired, Malcom S. McDonald was formerly Chairman and
Chief Executive Officer of First Union National Bank --
VA/MD/DC. He served as Chairman of the Board and Chief
Executive Officer of Signet Banking Corporation from
December 1996 to November 1997, President and Chief
Executive Officer from May 1996 to December 1996 and
President and Chief Operating Officer prior to May 1996. His
business address, and the address of First Union --
VA/MD/DC, is P.O. Box 25970, Richmond, Virginia 23260-5970.
The principal business of First Union -- VA/MD/DC is
banking.
Charles M. Shelton, Sr.* Charles M. Shelton, Sr. is General Partner of The Shelton
Companies. His business address, and the address of The
Shelton Companies, is 301 S. College Street, Suite 3600,
Charlotte, North Carolina 28202. The principal business of
The Shelton Companies is investments. Mr. Shelton has been
employed with The Shelton Companies for the preceding five
years.
Marion A. Cowell, Jr. Marion A. Cowell, Jr. is Executive Vice President, Secretary
and General Counsel of First Union Corporation. His business
address, and the address of First Union Corporation, is One
First Union Center, Charlotte, North Carolina 28288. The
principal business of First Union Corporation is a
registered bank holding company. Mr. Cowell has been
employed with First Union Corporation for the preceding five
years.
Robert T. Atwood See Part 10 above.
B. J. Walker B. J. Walker is Vice Chairman of First Union Corporation.
His business address, and the address of First Union
Corporation, is One First Union Center, Charlotte, North
Carolina 28288. First Union Corporation is registered as a
bank holding company. Mr. Walker has been employed with
First Union Corporation for the preceding five years.
</TABLE>
12. Andover. Set forth below are the name, business address and
present principal occupation or employment, and material occupations, positions,
offices or employments for the past five years of the director and executive
officer of Andover. The director and executive officer of Andover is a United
States citizen. The director and executive officer does not own any Units.
<TABLE>
<CAPTION>
Present Principal Occupation or Employment; Material Occupations,
Name Positions, Offices or Employments for the Past Five Years
---- -----------------------------------------------------------------
<S> <C>
A. John Knapp, Jr. A. John Knapp, Jr. is the President and Secretary of
Andover. His business address, and the address of Andover,
is 910 Travis Street, Suite 2205, Houston, Texas 77002. The
principal business of Andover is real estate development.
The principal employment of Mr. Knapp for the preceding five
years has been acting as President of Andover.
</TABLE>
13. O'Sullivan Oil. Set forth below are the name, business address and
present principal occupation or employment, and material occupations, positions,
offices or employments for the past five years of the director and executive
officer of O'Sullivan Oil. The director and executive officer does not own any
Units.
<TABLE>
<CAPTION>
Present Principal Occupation or Employment; Material Occupations,
Name Positions, Offices or Employments for the Past Five Years
---- -----------------------------------------------------------------
<S> <C>
C. N. O'Sullivan C. N. O'Sullivan, a United States citizen, is the President
and Secretary of O'Sullivan Oil. His business address is 910
Travis Street, Suite 2150, Houston,
</TABLE>
I-17
<PAGE> 50
<TABLE>
<S> <C>
Texas 77002. The principal business of O'Sullivan Oil is oil
and gas exploration and production. The principal employment
of Mr. O'Sullivan for the preceding five years has been
acting as President of O'Sullivan Oil.
</TABLE>
14. Smith Funding. Set forth below are the name, business address and
present principal occupation or employment, and material occupations, positions,
offices or employments for the past five years of each member and manager of
Smith Funding. The business address of each member and manager, unless otherwise
indicated below, is 1100 Louisiana Street, Suite 3150, Houston, Texas 77002.
Managers are indicated by an asterisk (*). None of the members or managers of
Smith Funding owns any Units.
<TABLE>
<CAPTION>
Present Principal Occupation or Employment; Material Occupations,
Name Positions, Offices or Employments for the Past Five Years
---- -----------------------------------------------------------------
<S> <C>
Scott W. Smith* Scott W. Smith, a United States citizen, is a consultant to
O'Sullivan Oil, and his business address and the business
address of O'Sullivan Oil is 910 Travis Street, Suite 2150,
Houston, Texas 77002. The principal business of O'Sullivan
Oil is oil and gas exploration and production. From 1990 to
1996, Mr. Smith acted as land manager for Triad Energy
Corporation, and from 1997 to present he has been Manager of
Land/Marketing for O'Sullivan Oil. The business address of
Triad Energy Corporation is 1616 Voss, Suite 650, Houston,
Texas, 77057, and its principal business is oil and gas
exploration and production.
A. John Knapp, Jr.* See Part 12 above.
R. Randall Grace* R. Randall Grace, a United States citizen has been an
investment associate at Chilton Capital Management since
1997. Chilton Capital Management is a registered investment
advisory firm. The business address of Chilton Capital
Management, and Mr. Grace's business address, is 910 Travis
Street, Suite 2200, Houston, Texas 77002. From September
1994 to January 1997, Mr. Grace was employed with
Willowbrook Riding Stables, Inc., a New York corporation.
The business address of Willowbrook Riding Stables, Inc. is
Rural Route 1, Box 143, Clinton Corners, New York 12514, and
its principal business is training and selling horses. Prior
to September 1994, Mr. Grace was a student.
Locke Investments, L.P. Locke Investments, L.P. is a Texas limited partnership with
its principal L.P. executive offices at 910 Travis Street,
Suite 2206, Houston, Texas 77002, and its principal business
is real estate development. The general partner of Locke
Investments, L.P. is James L. Goettee, Jr. Mr. Goettee, a
United States citizen, is a principal in Andover
Development, LLC, which is engaged in real estate
development. His business address, and the address of
Andover Development, LLC, is 910 Travis Street, Suite 2206,
Houston, Texas 77002. Prior to joining Andover Development,
LLC in 1996, Mr. Goettee was a student.
Allen R. Schubert Allen R. Schubert, a United States citizen, is a principal
of Schubert Properties, a real estate development company.
His business address, and the address of Schubert
Properties, is 1300 Post Oak Boulevard, Suite 1100, Houston,
Texas 77056. Mr. Schubert has been engaged in real estate
development for the past five years.
Christopher L. Knapp Christopher L. Knapp, a United States citizen, is a partner
in Chilton Capital Management, an investment advisory firm.
His business address, and the address of Chilton Capital
Management, is 910 Travis Street, Suite 2200, Houston, Texas
77002. Prior to joining Chilton Capital Management in 1996,
Mr. Knapp had
</TABLE>
I-18
<PAGE> 51
<TABLE>
<S> <C>
been employed since 1985 by Brown Brothers Harriman, an
investment firm. The business address of Brown Brothers
Harriman is 4900 Trammell Crow Center, 2001 Ross Avenue,
Dallas, Texas.
Breckinridge L. Knapp Breckinridge L. Knapp, a United States citizen, is an
associate of Heritage Finance and Trust, an investment
management firm. His business address, and the address of
Heritage Finance and Trust, is 12 Cours des Bastions, 1205
Geneva, Switzerland. Prior to joining Heritage Finance and
Trust in 1997, Mr. Knapp was employed by Citibank, #16
KQUAI, General Guissuu #1204, Geneva, Switzerland. The
principal business of Citibank is commercial banking.
</TABLE>
I-19
<PAGE> 52
ANNEX B
RESERVE REPORT UPDATE
(Attached)
<PAGE> 53
[Letterhead of Netherland, Sewell & Associates, Inc.]
November 9, 1998
Mr. Ron E. Hooper
Burlington Resources Coal Seam
Gas Royalty Trust
NationsBank of Texas, N.A., Trustee
NationsBank Plaza
901 Main Street, 17th Floor
Dallas, Texas 75202
Dear Mr. Hooper:
In accordance with your request, we have estimated, as of August 31,
1998, the (1) future net revenue to the Burlington Resources Coal Seam Gas
Royalty Trust (Trust) net profits interest and (2) proved reserves to the
Burlington Resources Oil & Gas Company (Burlington) interest in the Fruitland
Coal Formation underlying the Northeast Blanco Unit, Rio Arriba and San Juan
Counties, New Mexico, as listed in the accompanying tabulations. The Trust net
profits interest is derived from the Burlington interest in such proved
reserves. This report has been prepared using constant prices and costs and
conforms to the guidelines of the Securities and Exchange Commission (SEC).
The estimated net proved reserves in this report are defined as the
portion of the gross reserves attributable to the Burlington interest to which
the net profits interest is applied. As presented in the accompanying summary
projection, Table I, we estimate the Burlington net reserves and future net
revenue to the Trust net profits interest, as of August 31, 1998, to be:
<TABLE>
<CAPTION>
Burlington Net Reserves Trust Future Net Revenue
------------------------ ---------------------------
Condensate Gas Present Worth
Category (Barrels) (MCF) Total at 10%
- ---------------- ---------- ---------- ----------- -------------
<S> <C> <C> <C> <C>
Proved Developed 0 67,837,801 $47,782,200 $29,766,200
</TABLE>
Gas volumes are expressed in thousands of standard cubic feet (MCF) at
the contract temperature and pressure bases. These properties no longer produce
commercial volumes of condensate.
This report includes a summary projection of reserves and revenue
along with one-line summaries of reserves, economics, and basic data by lease.
For the purposes of this report, the term "lease" refers to a single economic
projection.
The estimated reserves and future revenue shown in this report are for
proved developed reserves only. Our study indicates that there are no proved
undeveloped reserves for these properties at this time.
<PAGE> 54
In accordance with SEC guidelines, our estimates do not include any value for
probable or possible reserves which may exist for these properties. This report
does not include any value which could be attributed to interests in undeveloped
acreage.
Future gross revenue in this report is to the Burlington interest
prior to deducting state production taxes and ad valorem taxes. Future net
revenue is the 95 percent net profits interest share to the Trust after
deducting the Burlington working interest share of these taxes, future capital
costs, and operating expenses, but before consideration of federal income taxes.
Our estimates of future net revenue have not been adjusted to account for the
Section 29 nonconventional fuels federal income tax credit. In accordance with
SEC guidelines, the future net revenue has been discounted at an annual rate of
10 percent to determine its "present worth." The present worth is shown to
indicate the effect of time on the value of money and should not be construed as
being the fair market value of the Trust net profits interest.
For the purposes of this report, a field inspection of the properties
has not been performed nor has the mechanical operation or condition of the
wells and their related facilities been examined. We have not investigated
possible environmental liability related to the properties; therefore, our
estimates do not include any costs which may be incurred due to such possible
liability. Also, our estimates do not include any salvage value for the lease
and well equipment nor the cost of abandoning the properties.
The gas price used in this report is based on the August 1998 net
price received, adjusted for BTU content, gathering fee, and shrinkage. This
price is also adjusted as specified in the gas purchase contract under
provisions related to the sharing price and price credit account and is held
constant in accordance with SEC guidelines.
Lease and well operating costs are based on operating expense records
provided by Burlington. These costs include the per-well overhead expenses
allowed under joint operating agreements along with costs estimated to be
incurred at and below the district and field levels. General and administrative
overhead expenses of the Trustee are not included. Lease and well operating
costs are held constant in accordance with SEC guidelines. Capital costs are
included as required for workovers and production equipment.
We have made no investigation of potential gas volume and value
imbalances which may have resulted from overdelivery or underdelivery to the
Burlington interest. Therefore, our estimates of reserves and future revenue do
not include adjustments for the settlement of any such imbalances; our
projections are based on Burlington receiving its net revenue interest share of
estimated future gross gas production.
The reserves included in this report are estimates only and should not
be construed as exact quantities. They may or may not be recovered; if
recovered, the revenues therefrom and the costs related thereto could be more or
less than the estimated amounts. The sales rates, prices received for the
reserves, and costs incurred in recovering such reserves may vary from
assumptions included in this report due to governmental policies and
uncertainties of supply and demand. Also, estimates of reserves may increase or
decrease as a result of future operations.
In evaluating the information at our disposal concerning this report,
we have excluded from our consideration all matters as to which legal or
accounting, rather than engineering and geological, interpretation may be
controlling. As in all aspects of oil and gas evaluation, there are
uncertainties inherent
<PAGE> 55
in the interpretation of engineering and geological data; therefore, our
conclusions necessarily represent only informed professional judgments.
The titles to the properties have not been examined by Netherland,
Sewell & Associates, Inc., nor has the actual degree or type of interest owned
been independently confirmed. The data used in our estimates were obtained from
Burlington Resources Oil & Gas Company and the nonconfidential files of
Netherland, Sewell & Associates, Inc. and were accepted as accurate. We are
independent petroleum engineers, geologists, and geophysicists; we do not own an
interest in these properties and are not employed on a contingent basis. Basic
geologic and field performance data together with our engineering work sheets
are maintained on file in our office.
Very truly yours,
/s/ Frederic D. Sewell
DDS:PJA
<PAGE> 56
[NSAI LOGO] [NETHERLAND, SEWELL & ASSOCIATES, INC.]
SUMMARY PROJECTION OF RESERVES AND REVENUE
AS OF
8-31-98
<TABLE>
<CAPTION>
BURLINGTON RESOURCES COAL SEAM GAS ROYALTY TRUST 95% NET PROFITS INTEREST
95% NET PROFITS INTEREST NORTHEAST BLANCO UNIT
TOTAL PROVED DEVELOPED RESERVES SAN JUAN BASIN, NEW MEXICO
GROSS REVENUE
PERIOD GROSS NET GROSS NET INCL PROD+ADVAL TAXES PROD+AV NET CAP OPERATING NET CUM P.W.
ENDING OIL/COND OIL/COND GAS GAS OIL GAS TOTAL TAXES INVSTMT EXPENSE REVENUE 10.000%
- -------- MB------ MB------ MMF------ MMF----- M$------ M$------ M$------ M$----- M$----- M$------ M$------ M$------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
12-31-98 0.000 0.000 24878.838 4076.645 0.0 4037.9 4037.9 357.0 531.8 398.3 2590.0 2549.3
12-31-99 0.000 0.000 60197.523 9862.354 0.0 9768.7 9768.7 862.8 1063.6 977.2 6466.4 8505.3
12-31- 0 0.000 0.000 46543.500 7625.704 0.0 7553.4 7553.4 668.1 0.0 561.1 6008.7 13550.2
12-31- 1 0.000 0.000 37646.093 6168.834 0.0 6110.2 6110.2 540.3 0.0 560.1 4759.7 17182.8
12-31- 2 0.000 0.000 31287.295 5127.672 0.0 5078.7 5078.7 449.2 0.0 555.6 3870.8 19868.7
12-31- 3 0.000 0.000 26530.043 4348.692 0.0 4307.3 4307.3 381.1 0.0 550.1 3208.0 21892.5
12-31- 4 0.000 0.000 22829.727 3742.698 0.0 3706.7 3706.7 327.8 0.0 542.1 2695.6 23438.3
12-31- 5 0.000 0.000 19925.797 3267.102 0.0 3495.8 3495.8 309.1 0.0 542.1 2512.7 24747.9
12-31- 6 0.000 0.000 17501.727 2869.952 0.0 3245.0 3245.0 286.9 0.0 532.6 2303.8 25840.3
12-31- 7 0.000 0.000 15410.176 2527.123 0.0 2857.2 2857.2 253.3 0.0 510.3 1989.3 26697.9
12-31- 8 0.000 0.000 13650.536 2238.653 0.0 2530.8 2530.8 223.3 0.0 491.1 1725.3 27373.9
12-31- 9 0.000 0.000 12221.496 2004.417 0.0 2266.8 2266.8 200.3 0.0 487.8 1499.4 27908.1
12-31-10 0.000 0.000 10928.286 1792.340 0.0 2026.3 2026.3 180.2 0.0 476.6 1302.6 28329.9
12-31-11 0.000 0.000 9813.308 1609.474 0.0 1819.6 1819.6 161.8 0.0 470.1 1129.3 28662.5
12-31-12 0.000 0.000 8797.299 1442.805 0.0 1631.1 1631.1 144.3 0.0 460.1 975.5 28923.7
SUBTOTAL 0.000 0.000 358161.644 58704.465 0.0 60435.5 60435.5 5345.5 1595.4 8115.2 43037.1 28923.7
REMAING 0.000 0.000 55613.396 9133.336 0.0 10326.0 10326.0 912.5 0.0 4417.7 4745.1 29766.2
TOTAL OF
41.9 YRS 0.000 0.000 413775.040 67837.801 0.0 70761.5 70761.5 6258.0 1595.4 12532.9 47782.2 29766.2
CUM PROD 0.936 603206.094
ULTIMATE 0.936 1016981.134
BASED ON CONSTANT PRICES AND COSTS
PRESENT WORTH PROFILE
FOR 12.00 PCT, PRESENT WORTH M$ 27758.3
ALL ESTIMATES HEREIN ARE PART OF THE NETHERLAND, SEWELL FOR 14.00 PCT, PRESENT WORTH M$ 26032.2
REPORT AND ARE SUBJECT TO ITS PARAMETERS AND CONDITIONS. FOR 18.00 PCT, PRESENT WORTH M$ 23216.9
FOR 20.00 PCT, PRESENT WORTH M$ 22055.6
NETHERLAND, SEWELL & ASSOCIATES, INC. - DALLAS & HOUSTON FOR 24.00 PCT, PRESENT WORTH M$ 20095.5
TABLE I
</TABLE>
<PAGE> 57
[NSAI LOGO] [NETHERLAND, SEWELL & ASSOCIATES, INC.]
RESERVES AND ECONOMICS
AS OF
8-31-98
<TABLE>
<CAPTION>
BURLINGTON RESOURCES COAL SEAM GAS ROYALTY TRUST 95% NET PROFITS INTEREST
95% NET PROFITS INTEREST NORTHEAST BLANCO UNIT
SAN JUAN BASIN, NEW MEXICO
TOTAL PROVED DEVELOPED RESERVES
ACCT FIELD, COUNTY GROSS NET GROSS NET OIL GAS TOTAL NET CAP OPRTNG NET CUM P.W. LIFE
NUMBER LEASE NAME OIL/COND OIL/COND GAS GAS REVENUE REVENUE TAXES INVSTMT EXPNSE REVENUE 10.000% YRS
- ------ ----------------- MB------ MB------ MMF----- MMF----- M$----- M$----- M$--- M$----- M$---- M$----- M$------ ----
N E W M E X I C O
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
BASIN FIELD, RIO ARRIBA COUNTY
001111 NE BLANCO CAP CSTS 0.000 0.000 0.000 0.000 0.0 0.0 0.0 1595.4 0.0 -1595.4 -1521.7 1.0
001025 NE BLANCO UN 211 0.000 0.000 0.000 0.000 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
001090 NE BLANCO UN 212 0.000 0.000 0.000 0.000 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
001055 NE BLANCO UN 218 0.000 0.000 0.000 0.000 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
001104 NE BLANCO UN 400 0.000 0.000 0.000 0.000 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
001073 NE BLANCO UN 400R 0.000 0.000 7168.631 1182.824 0.0 1213.9 107.3 0.0 149.2 909.4 654.9 23.8
001076 NE BLANCO UN 401 0.000 0.000 2330.090 384.464 0.0 389.5 34.6 0.0 87.6 253.9 204.6 13.5
001002 NE BLANCO UN 402 0.000 0.000 1535.391 253.340 0.0 264.8 23.5 0.0 110.4 124.4 82.3 17.3
001008 NE BLANCO UN 403R 0.000 0.000 1964.669 324.170 0.0 332.9 29.8 0.0 99.5 193.9 147.0 15.5
001057 NE BLANCO UN 404R 0.000 0.000 2804.251 462.701 0.0 476.8 42.3 0.0 115.8 303.1 218.1 18.2
001068 NE BLANCO UN 406 0.000 0.000 3786.477 624.769 0.0 649.2 57.1 0.0 137.2 431.9 289.7 21.8
001044 NE BLANCO UN 407 0.000 0.000 1567.390 258.620 0.0 268.2 23.9 0.0 100.8 136.8 94.4 15.7
001101 NE BLANCO UN 408 0.000 0.000 2637.475 435.183 0.0 453.0 40.2 0.0 123.6 274.9 183.4 19.5
001069 NE BLANCO UN 409 0.000 0.000 4784.669 789.470 0.0 805.9 71.1 0.0 122.6 581.4 439.3 19.4
001028 NE BLANCO UN 410 0.000 0.000 1131.659 186.723 0.0 190.9 17.0 0.0 79.2 90.0 69.1 12.1
001029 NE BLANCO UN 411 0.000 0.000 3380.524 557.786 0.0 566.3 50.0 0.0 94.3 400.9 306.3 14.6
001039 NE BLANCO UN 412 0.000 0.000 11796.805 1946.473 0.0 2018.0 178.3 0.0 189.2 1567.8 1025.3 30.5
001075 NE BLANCO UN 413R 0.000 0.000 4464.899 736.708 0.0 773.5 68.2 0.0 155.1 522.6 317.1 24.8
001013 NE BLANCO UN 414 0.000 0.000 9974.495 1645.792 0.0 1716.8 151.8 0.0 172.8 1322.7 821.3 27.7
001001 NE BLANCO UN 415 0.000 0.000 1821.550 300.556 0.0 309.5 27.5 0.0 99.0 173.8 127.2 15.4
001085 NE BLANCO UN 416 0.000 0.000 1132.389 186.844 0.0 193.0 17.3 0.0 87.4 84.2 59.6 13.5
001074 NE BLANCO UN 417 0.000 0.000 2186.156 360.715 0.0 363.1 32.0 0.0 76.3 242.0 203.4 11.6
001051 NE BLANCO UN 418 0.000 0.000 7351.209 1212.950 0.0 1255.5 111.3 0.0 164.1 931.4 629.3 26.3
001024 NE BLANCO UN 419 0.000 0.000 7811.124 1288.835 0.0 1366.4 120.8 0.0 213.6 980.4 535.3 34.5
001046 NE BLANCO UN 420 0.000 0.000 0.000 0.000 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
001005 NE BLANCO UN 421R 0.000 0.000 8308.509 1370.904 0.0 1409.7 124.9 0.0 159.7 1069.1 754.5 25.5
001045 NE BLANCO UN 422 0.000 0.000 3850.585 635.346 0.0 656.9 58.1 0.0 132.2 443.3 309.6 20.9
001007 NE BLANCO UN 423R 0.000 0.000 4467.034 737.061 0.0 766.5 67.9 0.0 144.7 526.5 346.3 23.0
001018 NE BLANCO UN 424 0.000 0.000 10812.623 1784.083 0.0 1842.3 163.0 0.0 179.3 1425.3 964.5 28.8
001009 NE BLANCO UN 425R 0.000 0.000 5681.151 937.390 0.0 988.8 87.5 0.0 170.8 694.1 400.8 27.4
001015 NE BLANCO UN 426 0.000 0.000 2268.782 374.349 0.0 386.8 34.2 0.0 110.5 229.9 164.1 17.3
001102 NE BLANCO UN 427R 0.000 0.000 4815.461 794.551 0.0 832.5 73.6 0.0 156.7 572.3 353.7 25.0
ALL ESTIMATES HEREIN ARE PART OF THE NETHERLAND, SEWELL
REPORT AND ARE SUBJECT TO ITS PARAMETERS AND CONDITIONS. BASED ON CONSTANT PRICES AND COSTS
</TABLE>
PAGE 1
<PAGE> 58
[NSAI LOGO] [NETHERLAND, SEWELL & ASSOCIATES, INC.]
BASIC DATA
AS OF
8-31-98
<TABLE>
<CAPTION>
BURLINGTON RESOURCES COAL SEAM GAS ROYALTY TRUST 95% NET PROFITS INTEREST
95% NET PROFITS INTEREST NORTHEAST BLANCO UNIT
SAN JUAN BASIN, NEW MEXICO
TOTAL PROVED DEVELOPED RESERVES
# OF WORKING REVENUE OIL/COND GAS 8/8 OPERATNG
PROP FIELD, COUNTY WELLS GROSS ULTIMATE INTEREST INTEREST $/BBL $/MCF EXPENSE M$/M
NUMBER LEASE NAME OIL GAS OIL/COND GAS START END START END START END STRT END START END
- ------ ----------------- --- --- MB------ MMF------ ------- ------ ------ ------ ----- ----- ---- ---- ----- -----
N E W M E X I C O
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
BASIN FIELD, RIO ARRIBA COUNTY
001111 NE BLANCO CAP CSTS 0. 0. 0.000 0.000 18.620 18.620 0.000 0.000 0.00 0.00 0.99 0.99 0.0 0.0
001025 NE BLANCO UN 211 0. 1. 0.932 83.605 19.600 19.600 16.500 16.500 0.00 0.00 0.00 0.00 5.3 0.0
001090 NE BLANCO UN 212 0. 1. 0.000 6.534 19.600 19.600 16.500 16.500 0.00 0.00 0.00 0.00 5.3 0.0
001055 NE BLANCO UN 218 0. 1. 0.000 96.877 19.600 19.600 16.500 16.500 0.00 0.00 0.00 0.00 5.3 0.0
001104 NE BLANCO UN 400 0. 1. 0.000 16.500 19.600 19.600 16.500 16.500 0.00 0.00 0.00 0.00 5.3 0.0
001073 NE BLANCO UN 400R 0. 1. 0.000 13432.441 19.600 19.600 16.500 16.500 0.00 0.00 0.99 1.13 5.3 2.6
001076 NE BLANCO UN 401 0. 1. 0.000 8408.331 19.600 19.600 16.500 16.500 0.00 0.00 0.99 1.13 5.3 2.6
001002 NE BLANCO UN 402 0. 1. 0.000 11327.885 19.600 19.600 16.500 16.500 0.00 0.00 0.99 1.13 5.3 2.6
001008 NE BLANCO UN 403R 0. 1. 0.000 7250.652 19.600 19.600 16.500 16.500 0.00 0.00 0.99 1.13 5.3 2.6
001057 NE BLANCO UN 404R 0. 1. 0.000 9527.143 19.600 19.600 16.500 16.500 0.00 0.00 0.99 1.13 5.3 2.6
001068 NE BLANCO UN 406 0. 1. 0.000 5877.589 19.600 19.600 16.500 16.500 0.00 0.00 0.99 1.13 5.3 2.6
001044 NE BLANCO UN 407 0. 1. 0.000 5787.021 19.600 19.600 16.500 16.500 0.00 0.00 0.99 1.13 5.3 2.6
001101 NE BLANCO UN 408 0. 1. 0.000 8270.947 19.600 19.600 16.500 16.500 0.00 0.00 0.99 1.13 5.3 2.6
001069 NE BLANCO UN 409 0. 1. 0.000 18556.452 19.600 19.600 16.500 16.500 0.00 0.00 0.99 1.13 5.3 2.6
001028 NE BLANCO UN 410 0. 1. 0.000 2138.794 19.600 19.600 16.500 16.500 0.00 0.00 0.99 1.13 5.3 2.6
001029 NE BLANCO UN 411 0. 1. 0.000 14759.195 19.600 19.600 16.500 16.500 0.00 0.00 0.99 1.13 5.3 2.6
001039 NE BLANCO UN 412 0. 1. 0.000 34108.424 19.600 19.600 16.500 16.500 0.00 0.00 0.99 1.13 5.3 2.6
001075 NE BLANCO UN 413R 0. 1. 0.000 11868.214 19.600 19.600 16.500 16.500 0.00 0.00 0.99 1.13 5.3 2.6
001013 NE BLANCO UN 414 0. 1. 0.000 23631.358 19.600 19.600 16.500 16.500 0.00 0.00 0.99 1.13 5.3 2.6
001001 NE BLANCO UN 415 0. 1. 0.004 4109.788 19.600 19.600 16.500 16.500 0.00 0.00 0.99 1.13 5.3 2.6
001085 NE BLANCO UN 416 0. 1. 0.000 3020.991 19.600 19.600 16.500 16.500 0.00 0.00 0.99 1.13 5.3 2.6
001074 NE BLANCO UN 417 0. 1. 0.000 8164.881 19.600 19.600 16.500 16.500 0.00 0.00 0.99 1.13 5.3 2.6
001051 NE BLANCO UN 418 0. 1. 0.000 20560.788 19.600 19.600 16.500 16.500 0.00 0.00 0.99 1.13 5.3 2.6
001024 NE BLANCO UN 419 0. 1. 0.000 28684.176 19.600 19.600 16.500 16.500 0.00 0.00 0.99 1.13 5.3 2.6
001046 NE BLANCO UN 420 0. 1. 0.000 175.328 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.00 5.3 0.0
001005 NE BLANCO UN 421R 0. 1. 0.000 26893.383 19.600 19.600 16.500 16.500 0.00 0.00 0.99 1.13 5.3 2.6
001045 NE BLANCO UN 422 0. 1. 0.000 10242.725 19.600 19.600 16.500 16.500 0.00 0.00 0.99 1.13 5.3 2.6
001007 NE BLANCO UN 423R 0. 1. 0.000 15456.396 19.600 19.600 16.500 16.500 0.00 0.00 0.99 1.13 5.3 2.6
001018 NE BLANCO UN 424 0. 1. 0.000 31938.664 19.600 19.600 16.500 16.500 0.00 0.00 0.99 1.13 5.3 2.6
001009 NE BLANCO UN 425R 0. 1. 0.000 13335.222 19.600 19.600 16.500 16.500 0.00 0.00 0.99 1.13 5.3 2.6
001015 NE BLANCO UN 426 0. 1. 0.000 4637.888 19.600 19.600 16.500 16.500 0.00 0.00 0.99 1.13 5.3 2.6
001102 NE BLANCO UN 427R 0. 1. 0.000 12395.513 19.600 19.600 16.500 16.500 0.00 0.00 0.99 1.13 5.3 2.6
ALL ESTIMATES HEREIN ARE PART OF THE NETHERLAND, SEWELL
REPORT AND ARE SUBJECT TO ITS PARAMETERS AND CONDITIONS. BASED ON CONSTANT PRICES AND COSTS
</TABLE>
PAGE 2
<PAGE> 59
[NSAI LOGO] [NETHERLAND, SEWELL & ASSOCIATES, INC.]
RESERVES AND ECONOMICS
AS OF
8-31-98
<TABLE>
<CAPTION>
BURLINGTON RESOURCES COAL SEAM GAS ROYALTY TRUST 95% NET PROFITS INTEREST
95% NET PROFITS INTEREST NORTHEAST BLANCO UNIT
SAN JUAN BASIN, NEW MEXICO
TOTAL PROVED DEVELOPED RESERVES
ACCT FIELD, COUNTY GROSS NET GROSS NET OIL GAS TOTAL NET CAP OPRTNG NET CUM P.W. LIFE
NUMBER LEASE NAME OIL/COND OIL/COND GAS GAS REVENUE REVENUE TAXES INVSTMT EXPNSE REVENUE 10.000% YRS
- ------- ---------------- MB------- MB------ MMF----- MMF----- M$------ M$------ M$----- M$----- M$----- M$------ M$------ ----
N E W M E X I C O ( C O N T D )
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
BASIN FIELD, SAN JUAN COUNTY (CONTD)
001041 NE BLANCO UN 428 0.000 0.000 5413.943 893.300 0.0 937.3 82.9 0.0 163.7 656.2 399.5 26.2
001038 NE BLANCO UN 429R 0.000 0.000 2976.077 491.052 0.0 513.2 45.4 0.0 132.2 319.0 206.0 21.0
001047 NE BLANCO UN 430 0.000 0.000 803.208 132.530 0.0 132.3 11.5 0.0 55.0 62.4 52.8 8.1
001022 NE BLANCO UN 431 0.000 0.000 5138.941 847.925 0.0 901.0 79.9 0.0 189.4 600.3 328.2 30.5
001034 NE BLANCO UN 432 0.000 0.000 6046.802 997.722 0.0 1030.0 91.0 0.0 150.7 749.1 516.2 24.0
001004 NE BLANCO UN 433 0.000 0.000 0.000 0.000 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
001095 NE BLANCO UN 434 0.000 0.000 6281.131 1036.386 0.0 1072.4 94.4 0.0 155.2 781.2 529.7 24.8
001108 NE BLANCO UN 435 0.000 0.000 2318.540 382.559 0.0 400.8 35.4 0.0 123.5 230.0 145.5 19.5
001106 NE BLANCO UN 436 0.000 0.000 0.000 0.000 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
001050 NE BLANCO UN 437 0.000 0.000 2699.307 445.386 0.0 467.7 41.4 0.0 131.6 279.8 173.5 20.9
001107 NE BLANCO UN 438R 0.000 0.000 0.000 0.000 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
001066 NE BLANCO UN 439 0.000 0.000 8033.281 1325.491 0.0 1393.2 123.1 0.0 185.3 1030.7 605.1 29.8
001082 NE BLANCO UN 440 0.000 0.000 2606.640 430.095 0.0 450.3 39.8 0.0 127.6 268.6 171.9 20.2
001100 NE BLANCO UN 441R 0.000 0.000 1087.594 179.453 0.0 180.2 16.1 0.0 61.7 97.6 80.4 9.2
001062 NE BLANCO UN 442 0.000 0.000 2489.286 410.732 0.0 425.8 37.8 0.0 117.1 257.4 178.3 18.4
001042 NE BLANCO UN 443 0.000 0.000 1968.756 324.844 0.0 343.0 30.2 0.0 130.4 173.5 104.3 20.6
001059 NE BLANCO UN 444 0.000 0.000 15899.583 2623.431 0.0 2755.6 243.5 0.0 220.9 2176.2 1259.7 35.7
001070 NE BLANCO UN 445 0.000 0.000 3505.498 578.408 0.0 600.7 53.1 0.0 133.3 393.4 265.5 21.1
001061 NE BLANCO UN 446 0.000 0.000 467.781 77.184 0.0 76.4 6.9 0.0 34.5 33.6 29.8 4.7
001086 NE BLANCO UN 447 0.000 0.000 5838.619 963.372 0.0 998.3 88.3 0.0 154.3 718.2 484.3 24.6
001093 NE BLANCO UN 448 0.000 0.000 2815.999 464.640 0.0 487.9 42.9 0.0 133.6 295.8 182.6 21.2
001067 NE BLANCO UN 449 0.000 0.000 2469.523 407.472 0.0 430.1 37.9 0.0 141.5 238.1 143.4 22.5
001040 NE BLANCO UN 450 0.000 0.000 932.096 153.796 0.0 154.1 13.6 0.0 58.2 78.2 64.1 8.6
001084 NE BLANCO UN 451 0.000 0.000 2234.506 368.693 0.0 389.9 34.5 0.0 137.9 207.0 122.4 21.9
001043 NE BLANCO UN 452 0.000 0.000 456.903 75.389 0.0 75.4 6.6 0.0 50.9 16.8 13.7 7.4
001032 NE BLANCO UN 453 0.000 0.000 3346.574 552.185 0.0 585.9 51.7 0.0 162.4 353.2 200.3 26.0
001078 NE BLANCO UN 454 0.000 0.000 1043.923 172.247 0.0 173.6 15.5 0.0 64.4 89.0 73.6 9.6
001049 NE BLANCO UN 455 0.000 0.000 9444.548 1558.351 0.0 1620.1 143.1 0.0 181.7 1230.4 793.9 29.2
001052 NE BLANCO UN 456 0.000 0.000 2792.713 460.797 0.0 489.1 43.3 0.0 152.4 278.9 158.3 24.3
001056 NE BLANCO UN 457 0.000 0.000 2486.840 410.329 0.0 434.9 38.6 0.0 144.9 238.9 138.4 23.1
001103 NE BLANCO UN 458 0.000 0.000 629.465 103.861 0.0 103.9 9.0 0.0 54.1 38.5 32.1 7.9
001027 NE BLANCO UN 459 0.000 0.000 6051.894 998.563 0.0 1038.7 91.9 0.0 160.9 746.8 490.5 25.7
ALL ESTIMATES HEREIN ARE PART OF THE NETHERLAND, SEWELL
REPORT AND ARE SUBJECT TO ITS PARAMETERS AND CONDITIONS. BASED ON CONSTANT PRICES AND COSTS
</TABLE>
PAGE 3
<PAGE> 60
[NSAI LOGO] [NETHERLAND, SEWELL & ASSOCIATES, INC.]
BASIC DATA
AS OF
8-31-98
<TABLE>
<CAPTION>
BURLINGTON RESOURCES COAL SEAM GAS ROYALTY TRUST 95% NET PROFITS INTEREST
95% NET PROFITS INTEREST NORTHEAST BLANCO UNIT
SAN JUAN BASIN, NEW MEXICO
TOTAL PROVED DEVELOPED RESERVES
# OF WORKING REVENUE OIL/COND GAS 8/8 OPERATNG
PROP FIELD, COUNTY WELLS GROSS ULTIMATE INTEREST INTEREST $/BBL $/MCF EXPENSE M$/M
NUMBER LEASE NAME OIL GAS OIL/COND GAS START END START END START END STRT END START END
- ------ ----------------- --- --- MB------ MMF------ ------- ------- ------ ------ ----- ----- ---- ---- ----- -----
N E W M E X I C O ( C O N T D )
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
BASIN FIELD, SAN JUAN COUNTY (CONTD)
001041 NE BLANCO UN 428 0. 1. 0.000 10574.295 19.600 19.600 16.500 16.500 0.00 0.00 0.99 1.13 5.3 2.6
001038 NE BLANCO UN 429R 0. 1. 0.000 6523.948 19.600 19.600 16.500 16.500 0.00 0.00 0.99 1.13 5.3 2.6
001047 NE BLANCO UN 430 0. 1. 0.000 2530.225 19.600 19.600 16.500 16.500 0.00 0.00 0.99 1.13 5.3 2.6
001022 NE BLANCO UN 431 0. 1. 0.000 12670.860 19.600 19.600 16.500 16.500 0.00 0.00 0.99 1.13 5.3 2.6
001034 NE BLANCO UN 432 0. 1. 0.000 13898.580 19.600 19.600 16.500 16.500 0.00 0.00 0.99 1.13 5.3 2.6
001004 NE BLANCO UN 433 0. 1. 0.000 315.822 19.600 19.600 16.500 16.500 0.00 0.00 0.00 0.00 5.3 0.0
001095 NE BLANCO UN 434 0. 1. 0.000 13310.083 19.600 19.600 16.500 16.500 0.00 0.00 0.99 1.13 5.3 2.6
001108 NE BLANCO UN 435 0. 1. 0.000 6601.137 19.600 19.600 16.500 16.500 0.00 0.00 0.99 1.13 5.3 2.6
001106 NE BLANCO UN 436 0. 1. 0.000 263.337 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.00 5.3 0.0
001050 NE BLANCO UN 437 0. 1. 0.000 4858.571 19.600 19.600 16.500 16.500 0.00 0.00 0.99 1.13 5.3 2.6
001107 NE BLANCO UN 438R 0. 1. 0.000 108.814 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.00 5.3 0.0
001066 NE BLANCO UN 439 0. 1. 0.000 19844.371 19.600 19.600 16.500 16.500 0.00 0.00 0.99 1.13 5.3 2.6
001082 NE BLANCO UN 440 0. 1. 0.000 4162.911 19.600 19.600 16.500 16.500 0.00 0.00 0.99 1.13 5.3 2.6
001100 NE BLANCO UN 441R 0. 1. 0.000 4058.048 19.600 19.600 16.500 16.500 0.00 0.00 0.99 1.13 5.3 2.6
001062 NE BLANCO UN 442 0. 1. 0.000 4556.603 19.600 19.600 16.500 16.500 0.00 0.00 0.99 1.13 5.3 2.6
001042 NE BLANCO UN 443 0. 1. 0.000 5265.427 19.600 19.600 16.500 16.500 0.00 0.00 0.99 1.13 5.3 2.6
001059 NE BLANCO UN 444 0. 1. 0.000 31410.458 19.600 19.600 16.500 16.500 0.00 0.00 0.99 1.13 5.3 2.6
001070 NE BLANCO UN 445 0. 1. 0.000 8367.868 19.600 19.600 16.500 16.500 0.00 0.00 0.99 1.13 5.3 2.6
001061 NE BLANCO UN 446 0. 1. 0.000 1863.860 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
001086 NE BLANCO UN 447 0. 1. 0.000 16246.680 19.600 19.600 16.500 16.500 0.00 0.00 0.99 1.13 5.3 2.6
001093 NE BLANCO UN 448 0. 1. 0.000 7283.702 19.600 19.600 16.500 16.500 0.00 0.00 0.99 1.13 5.3 2.6
001067 NE BLANCO UN 449 0. 1. 0.000 5439.622 19.600 19.600 16.500 16.500 0.00 0.00 0.99 1.13 5.3 2.6
001040 NE BLANCO UN 450 0. 1. 0.000 3368.802 19.600 19.600 16.500 16.500 0.00 0.00 0.99 1.13 5.3 2.6
001084 NE BLANCO UN 451 0. 1. 0.000 6232.436 19.600 19.600 16.500 16.500 0.00 0.00 0.99 1.13 5.3 2.6
001043 NE BLANCO UN 452 0. 1. 0.000 851.717 19.600 19.600 16.500 16.500 0.00 0.00 0.99 1.13 5.3 2.6
001032 NE BLANCO UN 453 0. 1. 0.000 7965.951 19.600 19.600 16.500 16.500 0.00 0.00 0.99 1.13 5.3 2.6
001078 NE BLANCO UN 454 0. 1. 0.000 2747.407 19.600 19.600 16.500 16.500 0.00 0.00 0.99 1.13 5.3 2.6
001049 NE BLANCO UN 455 0. 1. 0.000 26138.622 19.600 19.600 16.500 16.500 0.00 0.00 0.99 1.13 5.3 2.6
001052 NE BLANCO UN 456 0. 1. 0.000 4716.997 19.600 19.600 16.500 16.500 0.00 0.00 0.99 1.13 5.3 2.6
001056 NE BLANCO UN 457 0. 1. 0.000 7436.054 19.600 19.600 16.500 16.500 0.00 0.00 0.99 1.13 5.3 2.6
001103 NE BLANCO UN 458 0. 1. 0.000 1081.209 19.600 19.600 16.500 16.500 0.00 0.00 0.99 1.13 5.3 2.6
001027 NE BLANCO UN 459 0. 1. 0.000 12954.264 19.600 19.600 16.500 16.500 0.00 0.00 0.99 1.13 5.3 2.6
ALL ESTIMATES HEREIN ARE PART OF THE NETHERLAND, SEWELL
REPORT AND ARE SUBJECT TO ITS PARAMETERS AND CONDITIONS. BASED ON CONSTANT PRICES AND COSTS
</TABLE>
PAGE 4
<PAGE> 61
[NSAI LOGO] [NETHERLAND, SEWELL & ASSOCIATES, INC.]
RESERVES AND ECONOMICS
AS OF
8-31-98
<TABLE>
<CAPTION>
BURLINGTON RESOURCES COAL SEAM GAS ROYALTY TRUST 95% NET PROFITS INTEREST
95% NET PROFITS INTEREST NORTHEAST BLANCO UNIT
SAN JUAN BASIN, NEW MEXICO
TOTAL PROVED DEVELOPED RESERVES
ACCT FIELD, COUNTY GROSS NET GROSS NET OIL GAS TOTAL NET CAP OPRTNG NET CUM P.W. LIFE
NUMBER LEASE NAME OIL/COND OIL/COND GAS GAS REVENUE REVENUE TAXES INVSTMT EXPNSE REVENUE 10.000% YRS
- ------- ---------------- MB------- MB------ MMF------ MMF----- M$------ M$------ M$----- M$----- M$----- M$------ M$------ ----
N E W M E X I C O ( C O N T D )
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
BASIN FIELD, SAN JUAN COUNTY (CONTD)
001083 NE BLANCO UN 460 0.000 0.000 5635.940 929.930 0.0 970.2 85.9 0.0 160.2 688.1 439.3 25.6
001021 NE BLANCO UN 461 0.000 0.000 2912.116 480.499 0.0 509.0 45.2 0.0 153.6 295.1 170.3 24.5
001054 NE BLANCO UN 462 0.000 0.000 8625.170 1423.153 0.0 1461.5 129.1 0.0 159.3 1114.3 793.6 25.5
001023 NE BLANCO UN 463 0.000 0.000 4562.059 752.740 0.0 786.6 69.3 0.0 151.5 537.1 341.7 24.2
001011 NE BLANCO UN 464 0.000 0.000 1264.529 208.647 0.0 217.0 19.4 0.0 95.5 97.1 65.2 14.8
001081 NE BLANCO UN 465 0.000 0.000 5294.621 873.612 0.0 910.2 80.3 0.0 155.4 640.6 413.8 24.8
001058 NE BLANCO UN 466 0.000 0.000 2464.569 406.654 0.0 408.5 36.0 0.0 74.2 283.4 235.4 11.3
001036 NE BLANCO UN 467 0.000 0.000 1902.687 313.943 0.0 327.8 29.0 0.0 112.9 176.7 115.8 17.7
001094 NE BLANCO UN 468 0.000 0.000 5276.536 870.629 0.0 926.2 81.7 0.0 192.3 619.6 333.8 31.0
001088 NE BLANCO UN 469 0.000 0.000 9654.051 1592.919 0.0 1660.3 146.9 0.0 185.9 1261.3 792.9 29.9
001010 NE BLANCO UN 470 0.000 0.000 55.866 9.218 0.0 9.1 0.7 0.0 7.4 0.9 0.9 1.2
001099 NE BLANCO UN 471 0.000 0.000 900.959 148.659 0.0 149.9 13.4 0.0 63.6 69.3 56.0 9.5
001092 NE BLANCO UN 472 0.000 0.000 1716.771 283.267 0.0 297.5 26.3 0.0 118.6 144.7 92.6 18.7
001053 NE BLANCO UN 473 0.000 0.000 10159.515 1676.321 0.0 1748.9 154.6 0.0 189.7 1334.5 830.8 30.5
001087 NE BLANCO UN 474 0.000 0.000 657.425 108.475 0.0 109.2 9.6 0.0 58.1 39.3 31.7 8.6
001098 NE BLANCO UN 475 0.000 0.000 2887.433 476.427 0.0 504.5 44.6 0.0 152.2 292.2 170.3 24.3
001063 NE BLANCO UN 476 0.000 0.000 9920.499 1636.882 0.0 1727.9 153.2 0.0 200.3 1306.2 734.2 32.3
001020 NE BLANCO UN 477 0.000 0.000 0.000 0.000 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
001031 NE BLANCO UN 478 0.000 0.000 3070.115 506.569 0.0 523.4 46.4 0.0 121.6 337.6 240.4 19.2
003002 NE BLANCO UN 479R 0.000 0.000 5122.859 845.272 0.0 890.7 78.7 0.0 164.7 615.1 360.6 26.4
001096 NE BLANCO UN 480 0.000 0.000 5829.745 961.908 0.0 1014.9 89.9 0.0 172.3 715.3 411.2 27.6
001012 NE BLANCO UN 481 0.000 0.000 3638.462 600.346 0.0 621.9 55.1 0.0 131.9 413.1 284.8 20.9
001079 NE BLANCO UN 482 0.000 0.000 6543.990 1079.758 0.0 1134.3 100.3 0.0 174.6 816.7 487.2 28.0
001026 NE BLANCO UN 483 0.000 0.000 6207.935 1024.309 0.0 1068.7 94.6 0.0 165.0 768.8 488.9 26.4
001105 NE BLANCO UN 484 0.000 0.000 249.045 41.092 0.0 40.7 3.6 0.0 28.0 8.6 7.6 3.6
001030 NE BLANCO UN 485 0.000 0.000 12238.974 2019.431 0.0 2102.7 185.6 0.0 197.5 1633.4 1030.6 31.8
001035 NE BLANCO UN 486 0.000 0.000 3737.030 616.610 0.0 646.1 57.0 0.0 144.9 422.1 263.5 23.1
001065 NE BLANCO UN 487 0.000 0.000 9399.439 1550.908 0.0 1633.2 144.5 0.0 195.2 1228.8 709.4 31.5
001014 NE BLANCO UN 488 0.000 0.000 19292.195 3183.212 0.0 3381.2 299.3 0.0 257.6 2683.6 1387.8 41.9
001071 NE BLANCO UN 489 0.000 0.000 0.000 0.000 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
001064 NE BLANCO UN 490 0.000 0.000 7476.698 1233.655 0.0 1289.1 113.8 0.0 175.7 949.4 590.1 28.2
001080 NE BLANCO UN 491 0.000 0.000 112.224 18.517 0.0 18.3 1.6 0.0 15.5 1.2 1.1 1.5
ALL ESTIMATES HEREIN ARE PART OF THE NETHERLAND, SEWELL
REPORT AND ARE SUBJECT TO ITS PARAMETERS AND CONDITIONS. BASED ON CONSTANT PRICES AND COSTS
</TABLE>
PAGE 5
<PAGE> 62
[NSAI LOGO] [NETHERLAND, SEWELL & ASSOCIATES, INC.]
BASIC DATA
AS OF
8-31-98
<TABLE>
<CAPTION>
BURLINGTON RESOURCES COAL SEAM GAS ROYALTY TRUST 95% NET PROFITS INTEREST
95% NET PROFITS INTEREST NORTHEAST BLANCO UNIT
SAN JUAN BASIN, NM
TOTAL PROVED DEVELOPED RESERVES
# OF WORKING REVENUE OIL/COND GAS 8/8 OPERATNG
PROP FIELD, COUNTY WELLS GROSS ULTIMATE INTEREST INTEREST $/BBL $/MCF EXPENSE M$/M
NUMBER LEASE NAME OIL GAS OIL/COND GAS START END START END START END STRT END START END
- ------ ----------------- --- --- MB------ MM------ ----- ------ ------ ------ ----- ----- ---- ---- ----- -----
N E W M E X I C O ( C O N T D )
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
BASIN FIELD, SAN JUAN COUNTY (CONTD)
001083 NE BLANCO UN 460 0. 1. 0.000 9180.859 19.600 19.600 16.500 16.500 0.00 0.00 0.99 1.13 5.3 2.6
001021 NE BLANCO UN 461 0. 1. 0.000 4924.924 19.600 19.600 16.500 16.500 0.00 0.00 0.99 1.13 5.3 2.6
001054 NE BLANCO UN 462 0. 1. 0.000 15852.151 19.600 19.600 16.500 16.500 0.00 0.00 0.99 1.13 5.3 2.6
001023 NE BLANCO UN 463 0. 1. 0.000 9668.207 19.600 19.600 16.500 16.500 0.00 0.00 0.99 1.13 5.3 2.6
001011 NE BLANCO UN 464 0. 1. 0.000 2224.061 19.600 19.600 16.500 16.500 0.00 0.00 0.99 1.13 5.3 2.6
001081 NE BLANCO UN 465 0. 1. 0.000 16764.659 19.600 19.600 16.500 16.500 0.00 0.00 0.99 1.13 5.3 2.6
001058 NE BLANCO UN 466 0. 1. 0.000 9224.934 19.600 19.600 16.500 16.500 0.00 0.00 0.99 1.13 5.3 2.6
001036 NE BLANCO UN 467 0. 1. 0.000 4555.617 19.600 19.600 16.500 16.500 0.00 0.00 0.99 1.13 5.3 2.6
001094 NE BLANCO UN 468 0. 1. 0.000 11611.755 19.600 19.600 16.500 16.500 0.00 0.00 0.99 1.13 5.3 2.6
001088 NE BLANCO UN 469 0. 1. 0.000 23011.730 19.600 19.600 16.500 16.500 0.00 0.00 0.99 1.13 5.3 2.6
001010 NE BLANCO UN 470 0. 1. 0.000 343.505 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 2.5 2.6
001099 NE BLANCO UN 471 0. 1. 0.000 6661.079 19.600 19.600 16.500 16.500 0.00 0.00 0.99 1.13 5.3 2.6
001092 NE BLANCO UN 472 0. 1. 0.000 11475.866 19.600 19.600 16.500 16.500 0.00 0.00 0.99 1.13 5.3 2.6
001053 NE BLANCO UN 473 0. 1. 0.000 23490.480 19.600 19.600 16.500 16.500 0.00 0.00 0.99 1.13 5.3 2.6
001087 NE BLANCO UN 474 0. 1. 0.000 2731.992 19.600 19.600 16.500 16.500 0.00 0.00 0.99 1.13 5.3 2.6
001098 NE BLANCO UN 475 0. 1. 0.000 6509.638 19.600 19.600 16.500 16.500 0.00 0.00 0.99 1.13 5.3 2.6
001063 NE BLANCO UN 476 0. 1. 0.000 21607.438 19.600 19.600 16.500 16.500 0.00 0.00 0.99 1.13 5.3 2.6
001020 NE BLANCO UN 477 0. 1. 0.000 0.075 19.600 19.600 16.500 16.500 0.00 0.00 0.00 0.00 5.3 0.0
001031 NE BLANCO UN 478 0. 1. 0.000 10180.762 19.600 19.600 16.500 16.500 0.00 0.00 0.99 1.13 5.3 2.6
003002 NE BLANCO UN 479R 0. 1. 0.000 9030.193 19.600 19.600 16.500 16.500 0.00 0.00 0.99 1.13 5.3 2.6
001096 NE BLANCO UN 480 0. 1. 0.000 11149.373 19.600 19.600 16.500 16.500 0.00 0.00 0.99 1.13 5.3 2.6
001012 NE BLANCO UN 481 0. 1. 0.000 9276.860 19.600 19.600 16.500 16.500 0.00 0.00 0.99 1.13 5.3 2.6
001079 NE BLANCO UN 482 0. 1. 0.000 13806.113 19.600 19.600 16.500 16.500 0.00 0.00 0.99 1.13 5.3 2.6
001026 NE BLANCO UN 483 0. 1. 0.000 11177.702 19.600 19.600 16.500 16.500 0.00 0.00 0.99 1.13 5.3 2.6
001105 NE BLANCO UN 484 0. 1. 0.000 1073.750 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
001030 NE BLANCO UN 485 0. 1. 0.000 32375.160 19.600 19.600 16.500 16.500 0.00 0.00 0.99 1.13 5.3 2.6
001035 NE BLANCO UN 486 0. 1. 0.000 6085.736 19.600 19.600 16.500 16.500 0.00 0.00 0.99 1.13 5.3 2.6
001065 NE BLANCO UN 487 0. 1. 0.000 20634.367 19.600 19.600 16.500 16.500 0.00 0.00 0.99 1.13 5.3 2.6
001014 NE BLANCO UN 488 0. 1. 0.000 37110.303 19.600 19.600 16.500 16.500 0.00 0.00 0.99 1.13 5.3 2.6
001071 NE BLANCO UN 489 0. 1. 0.000 74.905 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.00 5.3 0.0
001064 NE BLANCO UN 490 0. 1. 0.000 11569.078 19.600 19.600 16.500 16.500 0.00 0.00 0.99 1.13 5.3 2.6
001080 NE BLANCO UN 491 0. 1. 0.000 674.073 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
ALL ESTIMATES HEREIN ARE PART OF THE NETHERLAND, SEWELL
REPORT AND ARE SUBJECT TO ITS PARAMETERS AND CONDITIONS. BASED ON CONSTANT PRICES AND COSTS
</TABLE>
PAGE 6
<PAGE> 63
[NSAI LOGO] [NETHERLAND, SEWELL & ASSOCIATES, INC.]
RESERVES AND ECONOMICS
AS OF
8-31-98
<TABLE>
<CAPTION>
BURLINGTON RESOURCES COAL SEAM GAS ROYALTY TRUST 95% NET PROFITS INTEREST
95% NET PROFITS INTEREST NORTHEAST BLANCO UNIT
SAN JUAN BASIN, NM
TOTAL PROVED DEVELOPED RESERVES
ACCT FIELD, COUNTY GROSS NET GROSS NET OIL GAS TOTAL NET CAP OPRTNG NET CUM P.W. LIFE
NUMBER LEASE NAME OIL/COND OIL/COND GAS GAS REVENUE REVENUE TAXES INVSTMT EXPNSE REVENUE 10.000% YRS
- ------- --------------- MB------ MB------ MMF---- MMF----- M$----- M$----- M$---- M$----- M$---- M$----- M$------ ----
N E W M E X I C O ( C O N T D )
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
BASIN FIELD, SAN JUAN COUNTY (CONTD)
001097 NE BLANCO UN 492 0.000 0.000 3349.250 552.626 0.0 576.2 50.7 0.0 135.0 370.6 243.1 21.4
001019 NE BLANCO UN 493 0.000 0.000 1890.063 311.860 0.0 327.7 29.1 0.0 120.3 169.6 106.2 19.0
001017 NE BLANCO UN 494 0.000 0.000 343.110 56.613 0.0 56.1 5.1 0.0 38.5 12.0 10.0 5.3
001089 NE BLANCO UN 495 0.000 0.000 1866.780 308.019 0.0 322.4 28.5 0.0 113.8 171.2 109.5 17.9
001077 NE BLANCO UN 496 0.000 0.000 5264.930 868.714 0.0 908.0 80.4 0.0 158.8 635.6 400.3 25.4
001048 NE BLANCO UN 497 0.000 0.000 1708.291 281.868 0.0 291.6 25.8 0.0 101.5 156.1 110.7 15.8
001072 NE BLANCO UN 498 0.000 0.000 4582.544 756.120 0.0 789.1 69.7 0.0 150.5 540.5 347.1 24.0
001003 NE BLANCO UN 499 0.000 0.000 710.420 117.219 0.0 117.7 10.6 0.0 58.2 46.8 38.2 8.6
003001 NE BLANCO UN 500 0.000 0.000 0.000 0.000 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
001091 NE BLANCO UN 504 0.000 0.000 2368.874 390.864 0.0 413.7 36.5 0.0 141.9 223.7 130.7 22.6
001016 NE BLANCO UN 505 0.000 0.000 2710.698 447.265 0.0 474.2 42.0 0.0 150.2 268.1 153.7 24.0
002001 SAN JUAN 30-6 467 0.000 0.000 4056.654 234.271 0.0 242.8 21.5 0.0 48.1 164.5 111.8 21.8
FIELD TOTAL 0.000 0.000 413775.040 67837.801 0.0 70761.5 6258.0 1595.4 12532.9 47782.2 29766.2
TOTAL ALL LEASES 0.000 413775.040 0.0 6258.0 12532.9 29766.2
IN THIS SUMMARY 0.000 67837.801 70761.5 1595.4 47782.2
ALL ESTIMATES HEREIN ARE PART OF THE NETHERLAND, SEWELL
REPORT AND ARE SUBJECT TO ITS PARAMETERS AND CONDITIONS. BASED ON CONSTANT PRICES AND COSTS
</TABLE>
PAGE 7
<PAGE> 64
[NSAI LOGO] [NETHERLAND, SEWELL & ASSOCIATES, INC.]
BASIC DATA
AS OF
8-31-98
<TABLE>
<CAPTION>
BURLINGTON RESOURCES COAL SEAM GAS ROYALTY TRUST 95% NET PROFITS INTEREST
95% NET PROFITS INTEREST NORTHEAST BLANCO UNIT
SAN JUAN BASIN, NM
TOTAL PROVED DEVELOPED RESERVES
# OF WORKING REVENUE OIL/COND GAS 8/8 OPERATNG
PROP FIELD, COUNTY WELLS GROSS ULTIMATE INTEREST INTEREST $/BBL $/MCF EXPENSE M$/M
NUMBER LEASE NAME OIL GAS OIL/COND GAS START END START END START END STRT END START END
- ------ ----------------- --- --- MB------ MMF------- ------ ------ ------ ------ ----- ----- ---- ---- ----- -----
N E W M E X I C O ( C O N T D )
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
BASIN FIELD, SAN JUAN COUNTY (CONTD)
001097 NE BLANCO UN 492 0. 1. 0.000 6369.168 19.600 19.600 16.500 16.500 0.00 0.00 0.99 1.13 5.3 2.6
001019 NE BLANCO UN 493 0. 1. 0.000 3512.020 19.600 19.600 16.500 16.500 0.00 0.00 0.99 1.13 5.3 2.6
001017 NE BLANCO UN 494 0. 1. 0.000 1389.640 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
001089 NE BLANCO UN 495 0. 1. 0.000 3142.343 19.600 19.600 16.500 16.500 0.00 0.00 0.99 1.13 5.3 2.6
001077 NE BLANCO UN 496 0. 1. 0.000 8579.895 19.600 19.600 16.500 16.500 0.00 0.00 0.99 1.13 5.3 2.6
001048 NE BLANCO UN 497 0. 1. 0.000 2750.522 19.600 19.600 16.500 16.500 0.00 0.00 0.99 1.13 5.3 2.6
001072 NE BLANCO UN 498 0. 1. 0.000 8037.244 19.600 19.600 16.500 16.500 0.00 0.00 0.99 1.13 5.3 2.6
001003 NE BLANCO UN 499 0. 1. 0.000 1052.245 19.600 19.600 16.500 16.500 0.00 0.00 0.99 1.13 5.3 2.6
003001 NE BLANCO UN 500 0. 1. 0.000 154.586 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.00 5.3 0.0
001091 NE BLANCO UN 504 0. 1. 0.000 5847.572 19.600 19.600 16.500 16.500 0.00 0.00 0.99 1.13 5.3 2.6
001016 NE BLANCO UN 505 0. 1. 0.000 4926.885 19.600 19.600 16.500 16.500 0.00 0.00 0.99 1.13 5.3 2.6
002001 SAN JUAN 30-6 467 0. 1. 0.000 8749.283 6.860 6.860 5.775 5.775 0.00 0.00 0.99 1.13 5.3 2.6
FIELD TOTAL 0. 107. 0.936 1016981.134
TOTAL ALL LEASES 0. 0.936
IN THIS SUMMARY 107. 1016981.134
ALL ESTIMATES HEREIN ARE PART OF THE NETHERLAND, SEWELL
REPORT AND ARE SUBJECT TO ITS PARAMETERS AND CONDITIONS. BASED ON CONSTANT PRICES AND COSTS
</TABLE>
PAGE 8
<PAGE> 65
ANNEX C
TAX CREDIT REPORT UPDATE
(Attached)
<PAGE> 66
[Letterhead of Netherland, Sewell & Associates, Inc.]
November 10, 1998
Mr. Ron E. Hooper
Burlington Resources Coal Seam
Gas Royalty Trust
NationsBank of Texas, N.A., Trustee
NationsBank Plaza
901 Main Street, 17th Floor
Dallas, Texas 75202
Dear Mr. Hooper:
In accordance with your request, we have estimated, as of August 31,
1998, the Section 29 nonconventional fuels federal income tax credit
attributable to the Burlington Resources Coal Seam Gas Royalty Trust (Trust) net
profits interest in the Fruitland Coal Formation underlying the Northeast Blanco
Unit, Rio Arriba and San Juan Counties, New Mexico, as listed in the
accompanying tabulations. The tax credit is derived from the Burlington
Resources Oil & Gas Company (Burlington) interest in the proved gas reserves as
estimated in our report dated November 9, 1998. This report has been prepared
using constant prices and costs and conforms to the guidelines of the Securities
and Exchange Commission (SEC).
The estimated net proved reserves in this report are defined as the
portion of the gross reserves attributable to the Trust net profits interest.
These reserves have been reduced by the amount of gas reserves necessary to
cover the lease operating costs at the current gas price. As presented in the
accompanying summary projection, Table I, we estimate the Trust net reserves and
the tax credit attributable to the Trust net profits interest, as of August 31,
1998, to be:
<TABLE>
<CAPTION>
Trust Net Reserves Future Net Revenue
------------------------ ---------------------------
Condensate Gas Present Worth
Category (Barrels) (MCF) Total at 10%
- ---------------- ---------- ---------- ----------- -------------
<S> <C> <C> <C> <C>
Proved Developed 0 26,758,942 $25,711,700 $21,587,100
</TABLE>
Gas volumes are expressed in thousands of standard cubic feet (MCF) at
the contract temperature and pressure bases. These properties no longer produce
commercial volumes of condensate.
This report includes a summary projection of reserves and future tax
credit along with one-line summaries of reserves, economics, and basic data by
lease. For the purposes of this report, the term "lease" refers to a single
economic projection.
<PAGE> 67
The estimated reserves and future tax credit shown in this report are
for proved developed reserves only. Our study indicates that there are no proved
undeveloped reserves for these properties at this time. In accordance with SEC
guidelines, our estimates do not include any value for probable or possible
reserves which may exist for these properties. This report does not include any
value which could be attributed to interests in undeveloped acreage.
For the purposes of this report, a field inspection of the properties
has not been performed nor has the mechanical operation or condition of the
wells and their related facilities been examined. We have not investigated
possible environmental liability related to the properties; therefore, our
estimates do not include any costs which may be incurred due to such possible
liability. Also, our estimates do not include any salvage value for the lease
and well equipment nor the cost of abandoning the properties.
An estimated 1998 tax credit of $1.07 per MMBTU is held constant in
accordance with SEC guidelines.
Lease and well operating costs are based on operating expense records
provided by Burlington. These costs include the per-well overhead expenses
allowed under joint operating agreements along with costs estimated to be
incurred at and below the district and field levels. General and administrative
overhead expenses of the Trustee are not included. Lease and well operating
costs are held constant in accordance with SEC guidelines. Capital costs are
included as required for workovers and production equipment.
We have made no investigation of potential gas volume and value
imbalances which may have resulted from overdelivery or underdelivery to the
Burlington interest. Therefore, our estimates of reserves and tax credit do not
include adjustments for the settlement of any such imbalances; our projections
are based on Burlington receiving its net revenue interest share of estimated
future gross gas production.
The reserves included in this report are estimates only and should not
be construed as exact quantities. They may or may not be recovered; if
recovered, the tax credit therefrom and the costs related thereto could be more
or less than the estimated amounts. The sales rates, prices received for the
reserves, and costs incurred in recovering such reserves may vary from
assumptions included in this report due to governmental policies and
uncertainties of supply and demand. Also, estimates of reserves may increase or
decrease as a result of future operations.
In evaluating the information at our disposal concerning this report,
we have excluded from our consideration all matters as to which legal or
accounting, rather than engineering and geological, interpretation may be
controlling. As in all aspects of oil and gas evaluation, there are
uncertainties inherent in the interpretation of engineering and geological data;
therefore, our conclusions necessarily represent only informed professional
judgments.
The titles to the properties have not been examined by Netherland,
Sewell & Associates, Inc., nor has the actual degree or type of interest owned
been independently confirmed. The data used in our estimates were obtained from
Burlington Resources Oil & Gas Company and the nonconfidential files of
Netherland, Sewell & Associates, Inc. and were accepted as accurate. We are
independent petroleum engineers, geologists, and geophysicists; we do not own an
interest in these properties and are not employed on a contingent basis. Basic
geologic and field performance data together with our engineering work sheets
are maintained on file in our office.
Very truly yours,
/s/ Frederic D. Sewell
DDS:PJA
<PAGE> 68
[NSAI LOGO] [NETHERLAND, SEWELL & ASSOCIATES, INC.]
SUMMARY PROJECTION OF RESERVES AND REVENUE
AS OF
8-31-98
<TABLE>
<CAPTION>
BURLINGTON RESOURCES COAL SEAM GAS ROYALTY TRUST SECTION 29 TAX CREDIT ONLY
NORTHEAST BLANCO UNIT
TOTAL PROVED DEVELOPED RESERVES SAN JUAN BASIN, NM
GROSS REVENUE
PERIOD GROSS NET GROSS NET INCL PROD+ADVAL TAXES PROD+AV NET CAP OPERATING NET CUM P.W.
ENDING OIL/COND OIL/COND GAS GAS OIL GAS TOTAL TAXES INVSTMT EXPENSE REVENUE 10.000%
- -------- MB------ MB------ MMF------ MMF----- M$------ M$----- M$----- M$----- M$----- M$------- M$----- M$------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
12-31-98 0.000 0.000 24878.838 2980.739 0.0 2864.2 2864.2 0.0 0.0 0.0 2864.2 2819.4
12-31-99 0.000 0.000 60197.523 7411.870 0.0 7122.0 7122.0 0.0 0.0 0.0 7122.0 9382.2
12-31- 0 0.000 0.000 46543.500 6706.261 0.0 6443.5 6443.5 0.0 0.0 0.0 6443.5 14792.5
12-31- 1 0.000 0.000 37646.093 5323.189 0.0 5115.1 5115.1 0.0 0.0 0.0 5115.1 18696.2
12-31- 2 0.000 0.000 31277.589 4336.883 0.0 4166.9 4166.9 0.0 0.0 0.0 4166.9 21587.1
SUBTOTAL 0.000 0.000 200543.543 26758.942 0.0 25711.7 25711.7 0.0 0.0 0.0 25711.7 21587.1
REMAING 0.000 0.000 0.000 0.000 0.0 0.0 0.0 0.0 0.0 0.0 0.0 21587.1
TOTAL OF
4.3 YRS 0.000 0.000 200543.543 26758.942 0.0 25711.7 25711.7 0.0 0.0 0.0 25711.7 21587.1
CUM PROD 0.936 603206.094
ULTIMATE 0.936 803749.637
BASED ON CONSTANT PRICES AND COSTS
PRESENT WORTH PROFILE
FOR 12.00 PCT, PRESENT WORTH M$ 20916.8
ALL ESTIMATES HEREIN ARE PART OF THE NETHERLAND, SEWELL FOR 14.00 PCT, PRESENT WORTH M$ 20285.3
REPORT AND ARE SUBJECT TO ITS PARAMETERS AND CONDITIONS. FOR 18.00 PCT, PRESENT WORTH M$ 19131.9
FOR 20.00 PCT, PRESENT WORTH M$ 18605.6
NETHERLAND, SEWELL & ASSOCIATES, INC. - DALLAS & HOUSTON FOR 24.00 PCT, PRESENT WORTH M$ 17637.7
</TABLE>
TABLE 1
<PAGE> 69
[NSAI LOGO] [NETHERLAND, SEWELL & ASSOCIATES, INC.]
RESERVES AND ECONOMICS
AS OF
8-31-98
<TABLE>
<CAPTION>
BURLINGTON RESOURCES COAL SEAM GAS ROYALTY TRUST SECTION 29 TAX CREDIT ONLY
NORTHEAST BLANCO UNIT
SAN JUAN BASIN, NM
TOTAL PROVED DEVELOPED RESERVES
ACCT FIELD, COUNTY GROSS NET GROSS NET OIL GAS TOTAL NET CAP OPRTNG NET CUM P.W. LIFE
NUMBER LEASE NAME OIL/COND OIL/COND GAS GAS REVENUE REVENUE TAXES INVSTMT EXPNSE REVENUE 10.000% YRS
- ------ ----------------- MB------ MB------ MMF----- MMF------ M$----- M$----- M$--- M$----- M$---- M$----- M$----- ----
N E W M E X I C O
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
BASIN FIELD, RIO ARRIBA COUNTY
001111 NE BLANCO CAP CSTS 0.000 0.000 0.000 -1530.176 0.0 -1470.3 0.0 0.0 0.0 -1470.3 -1402.4 1.0
001025 NE BLANCO UN 211 0.000 0.000 0.000 0.000 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
001090 NE BLANCO UN 212 0.000 0.000 0.000 0.000 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
001055 NE BLANCO UN 218 0.000 0.000 0.000 0.000 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
001104 NE BLANCO UN 400 0.000 0.000 0.000 0.000 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
001073 NE BLANCO UN 400R 0.000 0.000 4457.616 667.560 0.0 641.4 0.0 0.0 0.0 641.4 551.7 4.3
001076 NE BLANCO UN 401 0.000 0.000 1663.492 229.582 0.0 220.6 0.0 0.0 0.0 220.6 192.4 4.3
001002 NE BLANCO UN 402 0.000 0.000 684.122 76.064 0.0 73.1 0.0 0.0 0.0 73.1 60.8 4.3
001008 NE BLANCO UN 403R 0.000 0.000 1175.493 153.087 0.0 147.1 0.0 0.0 0.0 147.1 128.2 4.3
001057 NE BLANCO UN 404R 0.000 0.000 1604.501 220.334 0.0 211.7 0.0 0.0 0.0 211.7 180.6 4.3
001068 NE BLANCO UN 406 0.000 0.000 1940.089 272.938 0.0 262.3 0.0 0.0 0.0 262.3 222.0 4.3
001044 NE BLANCO UN 407 0.000 0.000 783.341 91.619 0.0 88.0 0.0 0.0 0.0 88.0 73.7 4.3
001101 NE BLANCO UN 408 0.000 0.000 1286.000 170.410 0.0 163.7 0.0 0.0 0.0 163.7 137.8 4.3
001069 NE BLANCO UN 409 0.000 0.000 3167.041 465.262 0.0 447.1 0.0 0.0 0.0 447.1 386.4 4.3
001028 NE BLANCO UN 410 0.000 0.000 687.453 76.587 0.0 73.6 0.0 0.0 0.0 73.6 62.7 4.3
001029 NE BLANCO UN 411 0.000 0.000 2293.730 328.371 0.0 315.5 0.0 0.0 0.0 315.5 269.5 4.3
001039 NE BLANCO UN 412 0.000 0.000 6356.607 965.227 0.0 927.4 0.0 0.0 0.0 927.4 789.6 4.3
001075 NE BLANCO UN 413R 0.000 0.000 1892.449 265.470 0.0 255.1 0.0 0.0 0.0 255.1 212.7 4.3
001013 NE BLANCO UN 414 0.000 0.000 4740.917 711.968 0.0 684.1 0.0 0.0 0.0 684.1 575.2 4.3
001001 NE BLANCO UN 415 0.000 0.000 1034.705 131.018 0.0 125.9 0.0 0.0 0.0 125.9 106.8 4.3
001085 NE BLANCO UN 416 0.000 0.000 585.818 60.656 0.0 58.3 0.0 0.0 0.0 58.3 48.5 4.3
001074 NE BLANCO UN 417 0.000 0.000 1696.593 234.769 0.0 225.6 0.0 0.0 0.0 225.6 200.0 4.3
001051 NE BLANCO UN 418 0.000 0.000 4065.165 606.043 0.0 582.3 0.0 0.0 0.0 582.3 497.9 4.3
001024 NE BLANCO UN 419 0.000 0.000 2884.048 420.902 0.0 404.4 0.0 0.0 0.0 404.4 337.5 4.3
001046 NE BLANCO UN 420 0.000 0.000 0.000 0.000 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
001005 NE BLANCO UN 421R 0.000 0.000 5024.271 756.384 0.0 726.8 0.0 0.0 0.0 726.8 624.0 4.3
001045 NE BLANCO UN 422 0.000 0.000 2139.335 304.169 0.0 292.3 0.0 0.0 0.0 292.3 249.2 4.3
001007 NE BLANCO UN 423R 0.000 0.000 2235.157 319.189 0.0 306.7 0.0 0.0 0.0 306.7 258.3 4.3
001018 NE BLANCO UN 424 0.000 0.000 6170.417 936.043 0.0 899.4 0.0 0.0 0.0 899.4 768.8 4.3
001009 NE BLANCO UN 425R 0.000 0.000 2217.950 316.492 0.0 304.1 0.0 0.0 0.0 304.1 252.7 4.3
001015 NE BLANCO UN 426 0.000 0.000 1247.445 164.365 0.0 157.9 0.0 0.0 0.0 157.9 134.4 4.3
001102 NE BLANCO UN 427R 0.000 0.000 2145.726 305.171 0.0 293.2 0.0 0.0 0.0 293.2 245.8 4.3
ALL ESTIMATES HEREIN ARE PART OF THE NETHERLAND, SEWELL
REPORT AND ARE SUBJECT TO ITS PARAMETERS AND CONDITIONS. BASED ON CONSTANT PRICES AND COSTS
</TABLE>
PAGE 1
<PAGE> 70
[NSAI LOGO] [NETHERLAND, SEWELL & ASSOCIATES, INC.]
BASIC DATA
AS OF
8-31-98
<TABLE>
<CAPTION>
BURLINGTON RESOURCES COAL SEAM GAS ROYALTY TRUST SECTION 29 TAX CREDIT ONLY
NORTHEAST BLANCO UNIT
SAN JUAN BASIN, NM
TOTAL PROVED DEVELOPED RESERVES
# OF WORKING REVENUE OIL/COND GAS 8/8 OPERATNG
PROP FIELD, COUNTY WELLS GROSS ULTIMATE INTEREST INTEREST $/BBL $/MCF EXPENSE M$/M
NUMBER LEASE NAME OIL GAS OIL/COND GAS START END START END START END STRT END START END
- ------ ----------------- --- --- MB------ MMF------ ------- ------ ------ ------ ----- ----- ---- ---- ----- -----
N E W M E X I C O
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
BASIN FIELD, RIO ARRIBA COUNTY
001111 NE BLANCO CAP CSTS 0. 0. 0.000 0.000 18.620 18.620 0.000 0.000 0.00 0.00 0.99 0.99 0.0 0.0
001025 NE BLANCO UN 211 0. 1. 0.932 83.605 19.600 19.600 16.500 16.500 0.00 0.00 0.00 0.00 5.3 0.0
001090 NE BLANCO UN 212 0. 1. 0.000 6.534 19.600 19.600 16.500 16.500 0.00 0.00 0.00 0.00 5.3 0.0
001055 NE BLANCO UN 218 0. 1. 0.000 96.877 19.600 19.600 16.500 16.500 0.00 0.00 0.00 0.00 5.3 0.0
001104 NE BLANCO UN 400 0. 1. 0.000 16.500 19.600 19.600 16.500 16.500 0.00 0.00 0.00 0.00 5.3 0.0
001073 NE BLANCO UN 400R 0. 1. 0.000 10721.426 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
001076 NE BLANCO UN 401 0. 1. 0.000 7741.733 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
001002 NE BLANCO UN 402 0. 1. 0.000 10476.616 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
001008 NE BLANCO UN 403R 0. 1. 0.000 6461.476 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
001057 NE BLANCO UN 404R 0. 1. 0.000 8327.393 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
001068 NE BLANCO UN 406 0. 1. 0.000 4031.201 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
001044 NE BLANCO UN 407 0. 1. 0.000 5002.972 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
001101 NE BLANCO UN 408 0. 1. 0.000 6919.472 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
001069 NE BLANCO UN 409 0. 1. 0.000 16938.824 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
001028 NE BLANCO UN 410 0. 1. 0.000 1694.588 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
001029 NE BLANCO UN 411 0. 1. 0.000 13672.401 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
001039 NE BLANCO UN 412 0. 1. 0.000 28668.226 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
001075 NE BLANCO UN 413R 0. 1. 0.000 9295.764 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
001013 NE BLANCO UN 414 0. 1. 0.000 18397.780 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
001001 NE BLANCO UN 415 0. 1. 0.004 3322.943 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
001085 NE BLANCO UN 416 0. 1. 0.000 2474.420 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
001074 NE BLANCO UN 417 0. 1. 0.000 7675.318 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
001051 NE BLANCO UN 418 0. 1. 0.000 17274.744 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
001024 NE BLANCO UN 419 0. 1. 0.000 23757.100 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
001046 NE BLANCO UN 420 0. 1. 0.000 175.328 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.00 5.3 0.0
001005 NE BLANCO UN 421R 0. 1. 0.000 23609.145 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
001045 NE BLANCO UN 422 0. 1. 0.000 8531.475 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
001007 NE BLANCO UN 423R 0. 1. 0.000 13224.519 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
001018 NE BLANCO UN 424 0. 1. 0.000 27296.458 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
001009 NE BLANCO UN 425R 0. 1. 0.000 9872.021 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
001015 NE BLANCO UN 426 0. 1. 0.000 3616.551 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
001102 NE BLANCO UN 427R 0. 1. 0.000 9725.778 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
ALL ESTIMATES HEREIN ARE PART OF THE NETHERLAND, SEWELL
REPORT AND ARE SUBJECT TO ITS PARAMETERS AND CONDITIONS. BASED ON CONSTANT PRICES AND COSTS
</TABLE>
PAGE 2
<PAGE> 71
[NSAI LOGO] [NETHERLAND, SEWELL & ASSOCIATES, INC.]
RESERVES AND ECONOMICS
AS OF
8-31-98
<TABLE>
<CAPTION>
BURLINGTON RESOURCES COAL SEAM GAS ROYALTY TRUST SECTION 29 TAX CREDIT ONLY
NORTHEAST BLANCO UNIT
SAN JUAN BASIN, NM
TOTAL PROVED DEVELOPED RESERVES
ACCT FIELD, COUNTY GROSS NET GROSS NET OIL GAS TOTAL NET CAP OPRTNG NET CUM P.W. LIFE
NUMBER LEASE NAME OIL/COND OIL/COND GAS GAS REVENUE REVENUE TAXES INVSTMT EXPNSE REVENUE 10.000% YRS
- ------- ---------------- MB------- MB------ MMF----- MMF----- M$----- M$----- M$--- M$----- M$---- M$----- M$------ ----
N E W M E X I C O ( C O N T D )
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
BASIN FIELD, SAN JUAN COUNTY (CONTD)
001041 NE BLANCO UN 428 0.000 0.000 2367.432 339.923 0.0 326.6 0.0 0.0 0.0 326.6 273.8 4.3
001038 NE BLANCO UN 429R 0.000 0.000 1368.137 183.284 0.0 176.1 0.0 0.0 0.0 176.1 148.1 4.3
001047 NE BLANCO UN 430 0.000 0.000 620.875 66.153 0.0 63.6 0.0 0.0 0.0 63.6 55.2 4.3
001022 NE BLANCO UN 431 0.000 0.000 1804.585 251.698 0.0 241.8 0.0 0.0 0.0 241.8 201.1 4.3
001034 NE BLANCO UN 432 0.000 0.000 3415.879 504.269 0.0 484.5 0.0 0.0 0.0 484.5 413.2 4.3
001004 NE BLANCO UN 433 0.000 0.000 0.000 0.000 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
001095 NE BLANCO UN 434 0.000 0.000 3446.535 509.073 0.0 489.1 0.0 0.0 0.0 489.1 416.4 4.3
001108 NE BLANCO UN 435 0.000 0.000 998.631 125.364 0.0 120.5 0.0 0.0 0.0 120.5 100.1 4.3
001106 NE BLANCO UN 436 0.000 0.000 0.000 0.000 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
001050 NE BLANCO UN 437 0.000 0.000 1125.448 145.242 0.0 139.6 0.0 0.0 0.0 139.6 116.0 4.3
001107 NE BLANCO UN 438R 0.000 0.000 0.000 0.000 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
001066 NE BLANCO UN 439 0.000 0.000 3381.055 498.809 0.0 479.3 0.0 0.0 0.0 479.3 400.4 4.3
001082 NE BLANCO UN 440 0.000 0.000 1159.952 150.651 0.0 144.8 0.0 0.0 0.0 144.8 121.0 4.3
001100 NE BLANCO UN 441R 0.000 0.000 814.378 96.482 0.0 92.7 0.0 0.0 0.0 92.7 79.9 4.3
001062 NE BLANCO UN 442 0.000 0.000 1299.214 172.481 0.0 165.7 0.0 0.0 0.0 165.7 140.2 4.3
001042 NE BLANCO UN 443 0.000 0.000 743.107 85.311 0.0 82.0 0.0 0.0 0.0 82.0 67.6 4.3
001059 NE BLANCO UN 444 0.000 0.000 6902.345 1050.771 0.0 1009.6 0.0 0.0 0.0 1009.6 847.9 4.3
001070 NE BLANCO UN 445 0.000 0.000 1802.359 251.350 0.0 241.5 0.0 0.0 0.0 241.5 204.5 4.3
001061 NE BLANCO UN 446 0.000 0.000 453.657 39.939 0.0 38.4 0.0 0.0 0.0 38.4 33.9 4.3
001086 NE BLANCO UN 447 0.000 0.000 3155.518 463.456 0.0 445.3 0.0 0.0 0.0 445.3 379.4 4.3
001093 NE BLANCO UN 448 0.000 0.000 1173.776 152.818 0.0 146.8 0.0 0.0 0.0 146.8 121.9 4.3
001067 NE BLANCO UN 449 0.000 0.000 960.222 119.344 0.0 114.7 0.0 0.0 0.0 114.7 95.4 4.3
001040 NE BLANCO UN 450 0.000 0.000 696.928 78.072 0.0 75.0 0.0 0.0 0.0 75.0 64.3 4.3
001084 NE BLANCO UN 451 0.000 0.000 825.674 98.252 0.0 94.4 0.0 0.0 0.0 94.4 78.0 4.3
001043 NE BLANCO UN 452 0.000 0.000 327.599 20.180 0.0 19.4 0.0 0.0 0.0 19.4 16.1 4.3
001032 NE BLANCO UN 453 0.000 0.000 1194.234 156.025 0.0 149.9 0.0 0.0 0.0 149.9 124.3 4.3
001078 NE BLANCO UN 454 0.000 0.000 760.037 87.965 0.0 84.5 0.0 0.0 0.0 84.5 73.3 4.3
001049 NE BLANCO UN 455 0.000 0.000 4866.600 731.667 0.0 703.0 0.0 0.0 0.0 703.0 598.8 4.3
001052 NE BLANCO UN 456 0.000 0.000 975.080 121.672 0.0 116.9 0.0 0.0 0.0 116.9 96.5 4.3
001056 NE BLANCO UN 457 0.000 0.000 891.186 108.523 0.0 104.3 0.0 0.0 0.0 104.3 86.1 4.3
001103 NE BLANCO UN 458 0.000 0.000 463.640 41.502 0.0 39.9 0.0 0.0 0.0 39.9 34.1 4.3
001027 NE BLANCO UN 459 0.000 0.000 3114.982 457.102 0.0 439.2 0.0 0.0 0.0 439.2 375.0 4.3
ALL ESTIMATES HEREIN ARE PART OF THE NETHERLAND, SEWELL
REPORT AND ARE SUBJECT TO ITS PARAMETERS AND CONDITIONS. BASED ON CONSTANT PRICES AND COSTS
</TABLE>
PAGE 3
<PAGE> 72
[NSAI LOGO] [NETHERLAND, SEWELL & ASSOCIATES, INC.]
BASIC DATA
AS OF
8-31-98
<TABLE>
<CAPTION>
BURLINGTON RESOURCES COAL SEAM GAS ROYALTY TRUST SECTION 29 TAX CREDIT ONLY
NORTHEAST BLANCO UNIT
SAN JUAN BASIN, NM
TOTAL PROVED DEVELOPED RESERVES
# OF WORKING REVENUE OIL/COND GAS 8/8 OPERATNG
PROP FIELD, COUNTY WELLS GROSS ULTIMATE INTEREST INTEREST $/BBL $/MCF EXPENSE M$/M
NUMBER LEASE NAME OIL GAS OIL/COND GAS START END START END START END STRT END START END
- ------ ---------------- --- --- MB------ MMF------ ------ ------ ------ ------ ----- ----- ---- ---- ----- -----
N E W M E X I C O ( C O N T D )
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
BASIN FIELD, SAN JUAN COUNTY (CONTD)
001041 NE BLANCO UN 428 0. 1. 0.000 7527.784 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
001038 NE BLANCO UN 429R 0. 1. 0.000 4916.008 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
001047 NE BLANCO UN 430 0. 1. 0.000 2347.892 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
001022 NE BLANCO UN 431 0. 1. 0.000 9336.504 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
001034 NE BLANCO UN 432 0. 1. 0.000 11267.657 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
001004 NE BLANCO UN 433 0. 1. 0.000 315.822 19.600 19.600 16.500 16.500 0.00 0.00 0.00 0.00 5.3 0.0
001095 NE BLANCO UN 434 0. 1. 0.000 10475.487 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
001108 NE BLANCO UN 435 0. 1. 0.000 5281.228 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
001106 NE BLANCO UN 436 0. 1. 0.000 263.337 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.00 5.3 0.0
001050 NE BLANCO UN 437 0. 1. 0.000 3284.712 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
001107 NE BLANCO UN 438R 0. 1. 0.000 108.814 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.00 5.3 0.0
001066 NE BLANCO UN 439 0. 1. 0.000 15192.145 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
001082 NE BLANCO UN 440 0. 1. 0.000 2716.223 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
001100 NE BLANCO UN 441R 0. 1. 0.000 3784.832 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
001062 NE BLANCO UN 442 0. 1. 0.000 3366.531 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
001042 NE BLANCO UN 443 0. 1. 0.000 4039.778 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
001059 NE BLANCO UN 444 0. 1. 0.000 22413.220 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
001070 NE BLANCO UN 445 0. 1. 0.000 6664.729 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
001061 NE BLANCO UN 446 0. 1. 0.000 1849.736 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
001086 NE BLANCO UN 447 0. 1. 0.000 13563.579 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
001093 NE BLANCO UN 448 0. 1. 0.000 5641.479 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
001067 NE BLANCO UN 449 0. 1. 0.000 3930.321 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
001040 NE BLANCO UN 450 0. 1. 0.000 3133.634 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
001084 NE BLANCO UN 451 0. 1. 0.000 4823.604 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
001043 NE BLANCO UN 452 0. 1. 0.000 722.413 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
001032 NE BLANCO UN 453 0. 1. 0.000 5813.611 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
001078 NE BLANCO UN 454 0. 1. 0.000 2463.521 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
001049 NE BLANCO UN 455 0. 1. 0.000 21560.674 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
001052 NE BLANCO UN 456 0. 1. 0.000 2899.364 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
001056 NE BLANCO UN 457 0. 1. 0.000 5840.400 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
001103 NE BLANCO UN 458 0. 1. 0.000 915.384 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
001027 NE BLANCO UN 459 0. 1. 0.000 10017.352 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
ALL ESTIMATES HEREIN ARE PART OF THE NETHERLAND, SEWELL
REPORT AND ARE SUBJECT TO ITS PARAMETERS AND CONDITIONS. BASED ON CONSTANT PRICES AND COSTS
</TABLE>
PAGE 4
<PAGE> 73
[NSAI LOGO] [NETHERLAND, SEWELL & ASSOCIATES, INC.]
RESERVES AND ECONOMICS
AS OF
8-31-98
<TABLE>
<CAPTION>
BURLINGTON RESOURCES COAL SEAM GAS ROYALTY TRUST SECTION 29 TAX CREDIT ONLY
NORTHEAST BLANCO UNIT
SAN JUAN BASIN, NM
TOTAL PROVED DEVELOPED RESERVES
ACCT FIELD, COUNTY GROSS NET GROSS NET OIL GAS TOTAL NET CAP OPRTNG NET CUM P.W. LIFE
NUMBER LEASE NAME OIL/COND OIL/COND GAS GAS REVENUE REVENUE TAXES INVSTMT EXPNSE REVENUE 10.000% YRS
- ------- ---------------- MB------ MB------ MMF----- MMF---- M$----- M$----- M$--- M$----- M$---- M$----- M$----- ----
N E W M E X I C O ( C O N T D )
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
BASIN FIELD, SAN JUAN COUNTY (CONTD)
001083 NE BLANCO UN 460 0.000 0.000 2726.741 396.245 0.0 380.7 0.0 0.0 0.0 380.7 321.6 4.3
001021 NE BLANCO UN 461 0.000 0.000 1056.594 134.450 0.0 129.2 0.0 0.0 0.0 129.2 107.0 4.3
001054 NE BLANCO UN 462 0.000 0.000 5322.918 803.196 0.0 771.8 0.0 0.0 0.0 771.8 663.7 4.3
001023 NE BLANCO UN 463 0.000 0.000 2144.627 305.000 0.0 293.1 0.0 0.0 0.0 293.1 247.0 4.3
001011 NE BLANCO UN 464 0.000 0.000 587.914 60.983 0.0 58.6 0.0 0.0 0.0 58.6 48.3 4.3
001081 NE BLANCO UN 465 0.000 0.000 2602.052 376.700 0.0 362.0 0.0 0.0 0.0 362.0 305.5 4.3
001058 NE BLANCO UN 466 0.000 0.000 1940.712 273.036 0.0 262.3 0.0 0.0 0.0 262.3 229.8 4.3
001036 NE BLANCO UN 467 0.000 0.000 862.417 104.013 0.0 99.9 0.0 0.0 0.0 99.9 83.3 4.3
001094 NE BLANCO UN 468 0.000 0.000 1800.841 251.111 0.0 241.3 0.0 0.0 0.0 241.3 200.2 4.3
001088 NE BLANCO UN 469 0.000 0.000 4758.310 714.694 0.0 686.7 0.0 0.0 0.0 686.7 580.3 4.3
001010 NE BLANCO UN 470 0.000 0.000 55.866 1.659 0.0 1.6 0.0 0.0 0.0 1.6 1.6 1.2
001099 NE BLANCO UN 471 0.000 0.000 628.430 67.334 0.0 64.7 0.0 0.0 0.0 64.7 55.3 4.3
001092 NE BLANCO UN 472 0.000 0.000 726.031 82.635 0.0 79.4 0.0 0.0 0.0 79.4 66.0 4.3
001053 NE BLANCO UN 473 0.000 0.000 4932.507 741.999 0.0 713.0 0.0 0.0 0.0 713.0 602.5 4.3
001087 NE BLANCO UN 474 0.000 0.000 455.314 40.199 0.0 38.6 0.0 0.0 0.0 38.6 32.7 4.3
001098 NE BLANCO UN 475 0.000 0.000 1072.015 136.867 0.0 131.5 0.0 0.0 0.0 131.5 109.1 4.3
001063 NE BLANCO UN 476 0.000 0.000 3876.189 576.421 0.0 553.9 0.0 0.0 0.0 553.9 461.6 4.3
001020 NE BLANCO UN 477 0.000 0.000 0.000 0.000 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
001031 NE BLANCO UN 478 0.000 0.000 1713.803 237.467 0.0 228.2 0.0 0.0 0.0 228.2 196.0 4.3
003002 NE BLANCO UN 479R 0.000 0.000 2044.759 289.345 0.0 278.0 0.0 0.0 0.0 278.0 231.5 4.3
001096 NE BLANCO UN 480 0.000 0.000 2260.555 323.170 0.0 310.5 0.0 0.0 0.0 310.5 257.7 4.3
001012 NE BLANCO UN 481 0.000 0.000 1958.750 275.863 0.0 265.1 0.0 0.0 0.0 265.1 225.5 4.3
001079 NE BLANCO UN 482 0.000 0.000 2796.901 407.242 0.0 391.3 0.0 0.0 0.0 391.3 328.1 4.3
001026 NE BLANCO UN 483 0.000 0.000 3010.000 440.647 0.0 423.4 0.0 0.0 0.0 423.4 357.8 4.3
001105 NE BLANCO UN 484 0.000 0.000 249.045 12.182 0.0 11.7 0.0 0.0 0.0 11.7 10.3 3.6
001030 NE BLANCO UN 485 0.000 0.000 6194.198 939.770 0.0 903.0 0.0 0.0 0.0 903.0 767.2 4.3
001035 NE BLANCO UN 486 0.000 0.000 1648.880 227.290 0.0 218.4 0.0 0.0 0.0 218.4 182.9 4.3
001065 NE BLANCO UN 487 0.000 0.000 3875.020 576.238 0.0 553.7 0.0 0.0 0.0 553.7 463.9 4.3
001014 NE BLANCO UN 488 0.000 0.000 6787.723 1032.805 0.0 992.4 0.0 0.0 0.0 992.4 825.6 4.3
001071 NE BLANCO UN 489 0.000 0.000 0.000 0.000 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
001064 NE BLANCO UN 490 0.000 0.000 3522.249 520.941 0.0 500.6 0.0 0.0 0.0 500.6 421.8 4.3
001080 NE BLANCO UN 491 0.000 0.000 112.224 2.725 0.0 2.6 0.0 0.0 0.0 2.6 2.5 1.5
ALL ESTIMATES HEREIN ARE PART OF THE NETHERLAND, SEWELL
REPORT AND ARE SUBJECT TO ITS PARAMETERS AND CONDITIONS. BASED ON CONSTANT PRICES AND COSTS
</TABLE>
PAGE 5
<PAGE> 74
[NSAI LOGO] [NETHERLAND, SEWELL & ASSOCIATES, INC.]
BASIC DATA
AS OF
8-31-98
<TABLE>
<CAPTION>
BURLINGTON RESOURCES COAL SEAM GAS ROYALTY TRUST SECTION 29 TAX CREDIT ONLY
NORTHEAST BLANCO UNIT
SAN JUAN BASIN, NM
TOTAL PROVED DEVELOPED RESERVES
# OF WORKING REVENUE OIL/COND GAS 8/8 OPERATNG
PROP FIELD, COUNTY WELLS GROSS ULTIMATE INTEREST INTEREST $/BBL $/MCF EXPENSE M$/M
NUMBER LEASE NAME OIL GAS OIL/COND GAS START END START END START END STRT END START END
- ------ ----------------- --- --- MB------ MMF------ ------ ------ ------ ------ ----- ----- ---- ---- ----- -----
N E W M E X I C O ( C O N T D )
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
BASIN FIELD, SAN JUAN COUNTY (CONTD)
001083 NE BLANCO UN 460 0. 1. 0.000 6271.660 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
001021 NE BLANCO UN 461 0. 1. 0.000 3069.402 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
001054 NE BLANCO UN 462 0. 1. 0.000 12549.899 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
001023 NE BLANCO UN 463 0. 1. 0.000 7250.775 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
001011 NE BLANCO UN 464 0. 1. 0.000 1547.446 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
001081 NE BLANCO UN 465 0. 1. 0.000 14072.090 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
001058 NE BLANCO UN 466 0. 1. 0.000 8701.077 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
001036 NE BLANCO UN 467 0. 1. 0.000 3515.347 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
001094 NE BLANCO UN 468 0. 1. 0.000 8136.060 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
001088 NE BLANCO UN 469 0. 1. 0.000 18115.989 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
001010 NE BLANCO UN 470 0. 1. 0.000 343.505 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 2.5 2.6
001099 NE BLANCO UN 471 0. 1. 0.000 6388.550 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
001092 NE BLANCO UN 472 0. 1. 0.000 10485.126 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
001053 NE BLANCO UN 473 0. 1. 0.000 18263.472 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
001087 NE BLANCO UN 474 0. 1. 0.000 2529.881 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
001098 NE BLANCO UN 475 0. 1. 0.000 4694.220 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
001063 NE BLANCO UN 476 0. 1. 0.000 15563.128 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
001020 NE BLANCO UN 477 0. 1. 0.000 0.075 19.600 19.600 16.500 16.500 0.00 0.00 0.00 0.00 5.3 0.0
001031 NE BLANCO UN 478 0. 1. 0.000 8824.450 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
003002 NE BLANCO UN 479R 0. 1. 0.000 5952.093 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
001096 NE BLANCO UN 480 0. 1. 0.000 7580.183 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
001012 NE BLANCO UN 481 0. 1. 0.000 7597.148 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
001079 NE BLANCO UN 482 0. 1. 0.000 10059.024 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
001026 NE BLANCO UN 483 0. 1. 0.000 7979.767 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
001105 NE BLANCO UN 484 0. 1. 0.000 1073.750 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
001030 NE BLANCO UN 485 0. 1. 0.000 26330.384 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
001035 NE BLANCO UN 486 0. 1. 0.000 3997.586 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
001065 NE BLANCO UN 487 0. 1. 0.000 15109.948 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
001014 NE BLANCO UN 488 0. 1. 0.000 24605.831 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
001071 NE BLANCO UN 489 0. 1. 0.000 74.905 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.00 5.3 0.0
001064 NE BLANCO UN 490 0. 1. 0.000 7614.629 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
001080 NE BLANCO UN 491 0. 1. 0.000 674.073 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
ALL ESTIMATES HEREIN ARE PART OF THE NETHERLAND, SEWELL
REPORT AND ARE SUBJECT TO ITS PARAMETERS AND CONDITIONS. BASED ON CONSTANT PRICES AND COSTS
</TABLE>
PAGE 6
<PAGE> 75
[NSAI LOGO] [NETHERLAND, SEWELL & ASSOCIATES, INC.]
RESERVES AND ECONOMICS
AS OF
8-31-98
<TABLE>
<CAPTION>
BURLINGTON RESOURCES COAL SEAM GAS ROYALTY TRUST SECTION 29 TAX CREDIT ONLY
NORTHEAST BLANCO UNIT
SAN JUAN BASIN, NM
TOTAL PROVED DEVELOPED RESERVES
ACCT FIELD, COUNTY GROSS NET GROSS NET OIL GAS TOTAL NET CAP OPRTNG NET CUM P.W. LIFE
NUMBER LEASE NAME OIL/COND OIL/COND GAS GAS REVENUE REVENUE TAXES INVSTMT EXPNSE REVENUE 10.000% YRS
- ------ ----------------- MB------ MB------ MMF------ MMF----- M$----- M$----- M$--- M$----- M$---- M$----- M$------ ----
N E W M E X I C O ( C O N T D )
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
BASIN FIELD, SAN JUAN COUNTY (CONTD)
001097 NE BLANCO UN 492 0.000 0.000 1619.483 222.681 0.0 214.0 0.0 0.0 0.0 214.0 180.3 4.3
001019 NE BLANCO UN 493 0.000 0.000 777.357 90.680 0.0 87.1 0.0 0.0 0.0 87.1 72.0 4.3
001017 NE BLANCO UN 494 0.000 0.000 299.850 15.831 0.0 15.2 0.0 0.0 0.0 15.2 12.8 4.3
001089 NE BLANCO UN 495 0.000 0.000 806.905 95.311 0.0 91.6 0.0 0.0 0.0 91.6 75.7 4.3
001077 NE BLANCO UN 496 0.000 0.000 2461.613 354.688 0.0 340.8 0.0 0.0 0.0 340.8 287.0 4.3
001048 NE BLANCO UN 497 0.000 0.000 902.613 110.314 0.0 106.0 0.0 0.0 0.0 106.0 89.4 4.3
001072 NE BLANCO UN 498 0.000 0.000 2195.471 312.969 0.0 300.7 0.0 0.0 0.0 300.7 253.7 4.3
001003 NE BLANCO UN 499 0.000 0.000 504.549 47.917 0.0 46.0 0.0 0.0 0.0 46.0 39.2 4.3
003001 NE BLANCO UN 500 0.000 0.000 0.000 0.000 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
001091 NE BLANCO UN 504 0.000 0.000 856.743 103.123 0.0 99.1 0.0 0.0 0.0 99.1 82.0 4.3
001016 NE BLANCO UN 505 0.000 0.000 961.613 119.561 0.0 114.9 0.0 0.0 0.0 114.9 94.9 4.3
002001 SAN JUAN 30-6 467 0.000 0.000 2145.215 106.758 0.0 102.6 0.0 0.0 0.0 102.6 87.0 4.3
FIELD TOTAL 0.000 0.000 200543.543 26758.942 0.0 25711.6 0.0 0.0 0.0 25711.6 21587.6
TOTAL ALL LEASES 0.000 0.000 200543.543 26758.942 0.0 25711.6 0.0 0.0 0.0 25711.6 21587.6
IN THIS SUMMARY
ALL ESTIMATES HEREIN ARE PART OF THE NETHERLAND, SEWELL
REPORT AND ARE SUBJECT TO ITS PARAMETERS AND CONDITIONS. BASED ON CONSTANT PRICES AND COSTS
</TABLE>
PAGE 7
<PAGE> 76
[NSAI LOGO] [NETHERLAND, SEWELL & ASSOCIATES, INC.]
BASIC DATA
AS OF
8-31-98
<TABLE>
<CAPTION>
BURLINGTON RESOURCES COAL SEAM GAS ROYALTY TRUST SECTION 29 TAX CREDIT ONLY
NORTHEAST BLANCO UNIT
SAN JUAN BASIN, NM
TOTAL PROVED DEVELOPED RESERVES
# OF WORKING REVENUE OIL/COND GAS 8/8 OPERATNG
PROP FIELD, COUNTY WELLS GROSS ULTIMATE INTEREST INTEREST $/BBL $/MCF EXPENSE M$/M
NUMBER LEASE NAME OIL GAS OIL/COND GAS START END START END START END STRT END START END
- ------ ---------------- --- --- MB------ MMF------ ------ ------ ------ ------ ----- ----- ---- ---- ----- -----
N E W M E X I C O ( C O N T D )
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
BASIN FIELD, SAN JUAN COUNTY (CONTD)
001097 NE BLANCO UN 492 0. 1. 0.000 4639.401 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
001019 NE BLANCO UN 493 0. 1. 0.000 2399.314 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
001017 NE BLANCO UN 494 0. 1. 0.000 1346.380 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
001089 NE BLANCO UN 495 0. 1. 0.000 2082.468 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
001077 NE BLANCO UN 496 0. 1. 0.000 5776.578 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
001048 NE BLANCO UN 497 0. 1. 0.000 1944.844 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
001072 NE BLANCO UN 498 0. 1. 0.000 5650.171 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
001003 NE BLANCO UN 499 0. 1. 0.000 846.374 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
003001 NE BLANCO UN 500 0. 1. 0.000 154.586 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.00 5.3 0.0
001091 NE BLANCO UN 504 0. 1. 0.000 4335.441 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
001016 NE BLANCO UN 505 0. 1. 0.000 3177.800 19.600 19.600 16.500 16.500 0.00 0.00 0.99 0.99 5.3 2.6
002001 SAN JUAN 30-6 467 0. 1. 0.000 6837.844 6.860 6.860 5.775 5.775 0.00 0.00 0.99 0.99 5.3 2.6
FIELD TOTAL 0. 107. 0.936 803749.637
TOTAL ALL LEASES 0. 107. 0.936 803749.637
IN THIS SUMMARY
ALL ESTIMATES HEREIN ARE PART OF THE NETHERLAND, SEWELL
REPORT AND ARE SUBJECT TO ITS PARAMETERS AND CONDITIONS. BASED ON CONSTANT PRICES AND COSTS
</TABLE>
PAGE 8
