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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 17, 1998
BURLINGTON RESOURCES COAL SEAM GAS ROYALTY
TRUST (Exact name of registrant as specified in its charter)
Delaware 1-12058 76-6088828
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
Trust Division
NationsBank of Texas, N.A.
901 Main Street, Suite 1700
Dallas, Texas 75202
(Address, including zip code, of principal executive offices)
Registrant's telephone number, including area code: (214) 508-2364
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Item 5. OTHER EVENTS.
On September 17, 1998, San Juan Partners L.L.C. and certain affiliated
parties including EnCap Energy Capital Fund III, L.P., EnCap Energy Capital Fund
III-B, Inc., ECIC Corporation, EnCap Energy Partners, L.P., First Union
Investors, Inc., Andover Group, Inc., Charles T. McCord III, O'Sullivan Oil &
Gas Company, Inc., Christopher P. Scully, Scott W. Smith Funding, L.L.C., and
John V. Whiting, (collectively "San Juan") filed an Amendment No. 22 (the "San
Juan Amendment") to the Schedule 13D filed with the Securities and Exchange
Commission ("SEC") by San Juan on January 20, 1998 with respect to San Juan's
ownership of units of beneficial interest ("Units") of Burlington Resources Coal
Seam Gas Royalty Trust ("Trust"). NationsBank of Texas, N.A., as trustee of the
Trust (the "Trustee"), received notice of the San Juan Amendment via mail on
September 19, 1998.
As previously reported in the Trust's Annual Report on Form 10-K for
the year ending December 31, 1997 (the "Form 10-K") under "Item 12-- Security
Ownership of Certain Beneficial Owners and Management" and in the Trust's
Quarterly Report on Form 10-Q for the quarter ending March 31, 1998 under "Item
5-- Other Matters", on January 20, 1998, San Juan initiated a tender offer to
purchase exactly (and not less than) 5,446,860 of the outstanding units of
beneficial interest ("Units") of the Trust. San Juan did not receive tender
acceptances for the minimum number of Units required by the tender offer, and
consequently the tender offer expired according to its terms on February 17,
1998. Following the expiration of the tender offer, San Juan reports that it has
acquired through a series of open market or privately negotiated transactions
additional Units resulting in aggregate holdings as of September 22, 1998, as
disclosed in an Amendment No. 23 to the Schedule 13D filed with the SEC by San
Juan on such date, of 5,465,268 Units, constituting approximately 62.11% of the
total number of Units issued and outstanding.
The San Juan Amendment states that San Juan's purpose in acquiring the
Units is to pursue the termination of the Trust, resulting in a liquidation of
the Trust's assets and a distribution of available proceeds therefrom to the
holders of Units ("Unitholders"). As further described below, termination of the
Trust at this time requires the affirmative vote in favor of termination by the
holders of at least 66 2/3% of the outstanding Units, and San Juan has indicated
in the San Juan Amendment that it may seek to obtain the requisite vote by (i)
acquiring additional Units or (ii) seeking consents from a limited number of
other Unitholders, such that San Juan will own or have the right to vote at
least 66 2/3% of the outstanding Units.
The San Juan Amendment also states that San Juan intends to request
that a meeting of the Unitholders be called for the purpose of voting on the
termination of the Trust and that San Juan intends to vote any and all Units it
owns or over which it has voting control in favor of such termination. Pursuant
to the Trust Agreement, a meeting of the Unitholders may be called by
Unitholders owning of record not less than 10% in number of the then outstanding
Units (which could include San Juan) or by the Trustee.
As described in the San Juan Amendment, pursuant to the terms of the
Trust Agreement of the Trust (the "Trust Agreement"), filed as Exhibit 4.1 to
the Registrant's Quarterly Report on
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Form 10-Q for the quarter ended June 30, 1993, and as described in the Form 10-K
under "Item 1 -- Description of the Trust Termination and Liquidation", the
Trust may be terminated prior to January 1, 2003 only upon the affirmative vote
in favor of termination of the Trust by the holders of record of at least
66 2/3% of the outstanding Units. The Trust Agreement requires that Unitholders
be given written notice of any such meeting no less than 20 nor more than 60
days in advance thereof. If the holders of record of at least 66 2/3% of the
then outstanding Units vote in favor of terminating the Trust at any such
meeting, the Trust will then terminate and the procedures specified in the Trust
Agreement for liquidating the assets of the Trust and winding up the affairs of
the Trust will be commenced. Unitholders should consult the Form 10-K for
additional information regarding the procedures to be followed in connection
with the termination, liquidation and dissolution of the Trust.
In the event that a meeting of Unitholders is called to vote on the
termination of the Trust, the Trust Agreement provides that a record date be set
and notice of the meeting be distributed to all Unitholders of record as soon as
practicable. In connection with such notice of meeting, Unitholders will be
provided with appropriate documentation under applicable federal securities laws
and New York Stock Exchange rules and regulations regarding the meeting and the
proposed vote on termination of the Trust.
AT THIS TIME, NO MEETING OF UNITHOLDERS HAS BEEN CALLED. IF AND WHEN
SUCH A MEETING IS CALLED, A MEETING DATE AND A RECORD DATE IN CONNECTION
THEREWITH WILL BE SET. UNITHOLDERS WILL BE GIVEN WRITTEN NOTICE IN ADVANCE
THEREOF IN ACCORDANCE WITH THE TRUST AGREEMENT AND APPLICABLE LAW. NO ACTION IS
REQUIRED BY UNITHOLDERS AT THIS TIME.
In addition to the foregoing, the San Juan Amendment states that a
letter of intent (the "Letter of Intent") was entered into on September 17,
1998, by and among San Juan and Burlington Resources Oil & Gas Company, the
grantor of the Trust ("BROG"). The San Juan Amendment describes that the Letter
of Intent contemplates the entry by San Juan and BROG into a definitive
agreement whereby San Juan would purchase from BROG (i) certain interests of
BROG in and to the Fruitland coal formation in the Northeast Blanco Hub Unit,
including, without limitation, certain interests in leases covering lands
burdened by a Trust's Net Profits Interest (as defined in the Form 10-K) to the
Trust (the "Trust Interest"), (ii) certain other interests in other leases
covering lands in the Northeast Blanco Hub Unit (the "Non-Trust Interest") and
(iii) associated rights and obligations of BROG and its affiliates in the Trust.
According to the San Juan Amendment, pursuant to the Letter of Intent,
San Juan and BROG would enter (before October 17, 1998) into a purchase and sale
agreement (the "Agreement"), to effect the transactions contemplated by the
Letter of Intent with an effective date
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of July 1, 1998. Also according to the San Juan Amendment, the consummation of
the transactions contemplated by the Letter of Intent will occur only after the
termination of the Trust pursuant to an affirmative vote of Unitholders
satisfying the requirements of Sections 9.02 and 9.03 of the Trust Agreement,
and is subject to various other conditions.
In addition to the purchase of the Trust Interest and the Non-Trust
Interest, the San Juan Amendment states that pursuant to the Letter of Intent
San Juan would acquire (i) all of Burlington Resources Inc.'s (the parent of
BROG) duties, obligations and rights under and pursuant to the Trust Agreement
and the "Administrative Services Agreement" (as defined in the Form 10-K) and
(ii) all of Burlington Resources Trading Inc's (an affiliate of BROG) rights in
and to the Price Credit Account (as defined in the Form 10-K). Among the rights
under the Trust Agreement which would be assigned to San Juan pursuant to the
terms and conditions of the Letter of Intent are BROG's preferential rights to
purchase the remaining Royalty Interests in the event of the termination and
liquidation of the Trust, including the right to submit an initial bid on the
Trust assets to the Trustee and the right to either match or top the highest bid
received for the Trust assets in the liquidation process. These rights are set
forth in Sections 9.03 (c) and (e) of the Trust Agreement and described in the
Form 10-K under "Item 1 -- Description of the Trust Termination and
Liquidation."
The Letter of Intent is filed as an exhibit to the San Juan Amendment.
Unitholders may want to consult the San Juan Amendment and the exhibit thereto,
as filed with the SEC, for additional information about the Letter of Intent and
the other matters discussed in this Form 8-K.
Because of the passive nature of the Trust, the Trustee can take no
position with regard to San Juan's statement that it intends to request that a
meeting of Unitholders be called for the purpose of voting on the termination of
the Trust as described in the San Juan Amendment, the agreements described or
referred to in the Letter of Intent, or any event or transaction contemplated by
any of the foregoing.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BURLINGTON RESOURCES COAL SEAM GAS
ROYALTY TRUST
By: NationsBank of Texas, N.A., Trustee
Date: September 25, 1998 By: /s/ RON E. HOOPER
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Ron E. Hooper
Vice President and Administrator
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