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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
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SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
BURLINGTON RESOURCES COAL SEAM GAS ROYALTY TRUST
(Name of Subject Company)
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BURLINGTON RESOURCES COAL SEAM GAS ROYALTY TRUST
(Name of Person(s) Filing Statement)
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UNITS OF BENEFICIAL INTEREST
(Title of Class of Securities)
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122016 10 8
(CUSIP Number of Class of Securities)
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Ron E. Hooper
Vice President and Administrator
NationsBank of Texas, N.A., Trustee
901 Main Street, Suite 1700
Dallas, Texas 75202
(800) 365-6547
(Name, Address and Telephone Number of Person Authorized to
Receive Notice and Communications on Behalf of the Person(s) Filing Statement)
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Copies to:
Robert D. Campbell, Esq.
Thompson & Knight, P.C.
Suite 3300
1700 Pacific Avenue
Dallas, Texas 75201
(214) 969-1700
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ITEM 1. SECURITY AND SUBJECT COMPANY.
(a) The name of the subject company is Burlington Resources Coal Seam
Gas Royalty Trust, a Delaware business trust (the "Trust"). The principal
executive offices of the Trust are located at the offices of NationsBank of
Texas, N.A., 901 Main Street, Suite 1700, Dallas, Texas 75202.
(b) The class of equity securities to which this
Solicitation/Recommendation Statement on Schedule 14D-9 (the "Statement")
relates is the Units of Beneficial Interest of the Trust.
ITEM 2. TENDER OFFER OF THE PURCHASER.
This Statement relates to the tender offer disclosed in a Tender
Offer Statement on Schedule 14D-1 dated January 20, 1998 (the "Schedule 14D-1")
of San Juan Partners, L.L.C., a Texas limited liability company (the
"Purchaser"), and EnCap Energy Capital Fund III, L.P., a Texas limited
partnership ("EnCap Energy"), EnCap Energy Acquisition III-B, Inc., a Texas
corporation ("EnCap B"), ECIC Corporation, a Texas corporation ("ECIC"), BOCP
Energy Partners, L.P., a Texas limited partnership ("BOCP"), First Union
Investors, Inc., a North Carolina corporation ("First Union Investors"), Andover
Group, Inc., a Texas corporation ("Andover"), Charles T. McCord III, O'Sullivan
Oil & Gas Company, Inc., a Texas corporation ("O'Sullivan Oil"), Christopher P.
Scully, Scott W. Smith Funding, L.L.C., a Texas limited liability company
("Smith Funding"), and John V. Whiting (EnCap Energy, EnCap B, ECIC, BOCP, First
Union Investors, Andover, McCord, O'Sullivan Oil, Scully, Smith Funding and
Whiting are collectively referred to herein as "Parents"), to purchase 5,446,860
Units of Beneficial Interest (the "Units") of the Trust at $8.25 per Unit, net
to the seller in cash, without interest thereon, upon the terms and subject to
the conditions set forth in the Offer to Purchase dated January 20, 1998 (the
"Offer to Purchase"), and in the related Letter of Transmittal (which together
constitute the "Offer").
According to the Schedule 14D-1, the address of the principal executive
offices of the Purchaser and Parents is 910 Travis Street, Suite 2150, Houston,
Texas 77002.
ITEM 3. IDENTITY AND BACKGROUND.
(a) The name and business address of the Trust, which is the person
filing this Statement, are set forth in Item 1 above.
(b) Not applicable.
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
(a) The Trust was formed 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 Meridian Oil Production Inc. ("MOPI"),
as trustor, Burlington Resources Inc., the parent of MOPI, and NationsBank of
Texas, N.A. (the "Trustee") and Mellon Bank (DE) National Association (the
"Delaware Trustee"), as trustees. The Trust was formed to acquire and hold
certain net profits interests (the "Royalty Interests") in MOPI's interest in
the Fruitland coal formation underlying the Northeast Blanco Unit in the San
Juan Basin of New Mexico (the "Underlying Properties").
The Trust's Annual Report on Form 10-K for the year ended December 31, 1996
(the "1996 Form 10-K") contains a description of the Trust, a description of the
Units, information regarding the Royalty Interests and the other information
required to be included in such report as filed with the
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Securities and Exchange Commission. A copy of the 1996 Form 10-K (excluding
exhibits) was included in the 1996 Annual Report of the Trust to Unitholders
distributed to all Unitholders in April 1997. A copy of the Trust Agreement is
filed as an exhibit to this Statement and to the 1996 Form 10-K. The provisions
governing the Trust are complex and extensive and no attempt has been made
herein or was made in the 1996 Form 10-K to describe or reference all such
provisions. The 1996 Form 10-K contains a general description of the basic
framework of the Trust and a summary of the material terms of the Trust
Agreement, and detailed provisions concerning the Trust may be found in the
Trust Agreement.
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 Trust makes quarterly cash distributions
to Unitholders in accordance with the provisions of the Trust Agreement.
Under the Trust Agreement, the Trustee has all powers to collect and
distribute proceeds received by the Trust, to pay Trust liabilities and
expenses, and otherwise to administer the Trust. The Delaware Trustee has only
such powers as are set forth in the Trust Agreement or are required by law and
is not empowered otherwise to manage or take part in the administration of the
Trust. The Trust has no directors or executive officers. The Royalty Interests
are passive in nature and neither the Trustee nor the Delaware Trustee has any
control over or any responsibility relating to the operation of the Underlying
Properties.
Section 3.03 of the Trust Agreement expressly provides that neither the
Trustee nor the Delaware Trustee shall cause the Trust, among other things, to
engage in any business or investment activity of any kind whatsoever, except for
the activities permitted in the Trust Agreement. The permitted activities are
circumscribed by the stated purposes of the Trust, which are:
(a) to protect and conserve, for the benefit of the Unitholders, the
assets held by the Trust under the Trust Agreement, including both
income and corpus (the "Trust Estate");
(b) to receive and hold the Royalty Interests and other assets of the
Trust Estate;
(c) to convert the Royalty Interests to cash, in accordance with and
subject to the terms of the Trust Agreement;
(d) to pay, or provide for the payment of, any liabilities incurred in
carrying out the purposes of the Trust, and thereafter to
distribute the remaining amounts of cash received by the Trust to
the Unitholders on a pro rata basis determined by the number of
Units held by each Unitholder;
(e) to receive and distribute any Special Distribution Amount (as
defined in the Trust Agreement); and
(f) subject to Section 3.03 of the Trust Agreement, to engage in such
other activities as are necessary or convenient for the attainment
of any of the foregoing or are incident thereto and which may be
engaged in or carried on by a business trust under the Delaware
Business Trust Act.
Accordingly, the Trustee is unable, within the terms of its fiduciary
duties and responsibilities under the Trust Agreement, to take a position with
respect to the Offer.
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(b) The reasons the Trust is unable to take a position with respect to
the Offer are stated in Item 4(a) above.
ITEM 5. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
Neither the Trust nor any person acting on its behalf currently intends to
employ, retain or compensate any other person to make solicitations or
recommendations to security holders on its behalf concerning the Offer.
ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES.
(a) Not applicable.
(b) Not applicable.
ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY.
(a) No negotiation is being undertaken or is underway by the Trust in
response to the Offer which relates to or would result in: (1) an extraordinary
transaction such as a merger or reorganization involving the Trust; (2) a
purchase, sale or transfer of a material amount of assets by the Trust; (3) a
tender offer for or other acquisition of securities by or of the Trust; or (4)
any material change in the present capitalization or dividend policy of the
Trust.
(b) There are no transactions, agreements in principle or signed
contracts in response to the Offer involving the Trust that relate to or would
result in one or more of the events referred to in Item 7(a) above.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
Not applicable.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 Trust Agreement of Burlington Resources Coal Seam Gas Royalty
Trust effective as of May 1, 1993, by and among Meridian Oil
Production Inc., Burlington Resources Inc. and Mellon Bank (DE)
National Association and NationsBank of Texas, N.A., as trustees
(filed as Exhibit 4.1 to the Trust's Form 10-Q for the quarter
ended June 30, 1993 and incorporated herein by reference).
Exhibit 2 Press Release of the Trust, dated January 22, 1998.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
BURLINGTON RESOURCES COAL SEAM GAS
ROYALTY TRUST
By: NATIONSBANK OF TEXAS, N.A., Trustee
By: /s/ RON E. HOOPER
___________________________________
Ron E. Hooper
Vice President and Administrator
Dated: January 22, 1998
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EXHIBIT 2
PRESS RELEASE
BURLINGTON RESOURCES COAL SEAM GAS ROYALTY TRUST
NATIONSBANK OF TEXAS, N.A., TRUSTEE
NATIONSBANK PLAZA
901 MAIN STREET, 17TH FLOOR
DALLAS, TEXAS 75202
DALLAS, TEXAS, JANUARY 22, 1998--
Burlington Resources Coal Seam Gas Royalty Trust (the "Trust") announced
today that it has filed with the Securities and Exchange Commission a Schedule
14D-9 (the "Trust's Response Filing") in response to the commencement on January
20, 1998 of a tender offer by San Juan Partners, L.L.C. (the "Offer") for
5,446,860 units of beneficial interest of the Trust (the "Units"). In the
Trust's Response Filing, the Trustee of the Trust stated that it is unable,
within the terms of its fiduciary duties and responsibilities under the Trust
Agreement governing the Trust, to take a position with respect to the Offer. The
reasons the Trustee is unable to take a position with respect to the
Offer include that the Trustee has no power or authority under the Trust
Agreement to engage in an activity such as making a recommendation on, or any
other comment with respect to, the value of outstanding Units.
The Trust is a Delaware business trust formed 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 Meridian Oil
Production Inc. ("MOPI"), as trustor, Burlington Resources Inc., the parent of
MOPI, and NationsBank of Texas, N.A. (the "Trustee") and Mellon Bank (DE)
National Association, as trustees. The Trust was formed to acquire and hold
certain net profits interests in MOPI's interest in the Fruitland coal formation
underlying the Northeast Blanco Unit in the San Juan Basin of New Mexico.
The Units of the Trust are listed and traded on the New York Stock
Exchange under the symbol "BRU".
Contact:
Ron E. Hooper
NationsBank of Texas, N.A., Trustee
(800) 365-6547
