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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(d)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934
FINAL AMENDMENT
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 2
BURLINGTON RESOURCES COAL SEAM GAS ROYALTY TRUST
(NAME OF SUBJECT COMPANY)
SAN JUAN PARTNERS, L.L.C. ANDOVER GROUP, INC.
ENCAP ENERGY CAPITAL FUND III, L.P. CHARLES T. MCCORD III
ENCAP ENERGY ACQUISITION III-B, INC. O'SULLIVAN OIL & GAS COMPANY, INC.
ECIC CORPORATION CHRISTOPHER P. SCULLY
BOCP ENERGY PARTNERS, L.P. SCOTT W. SMITH FUNDING, L.L.C.
FIRST UNION INVESTORS, INC. JOHN V. WHITING
(BIDDERS)
UNITS OF BENEFICIAL INTEREST
(TITLE OF CLASS OF SECURITIES)
122016 10 8
(CUSIP NUMBER OF CLASS OF SECURITIES)
C. N. O'SULLIVAN
910 TRAVIS STREET
SUITE 2150
HOUSTON, TEXAS 77002
(713) 759-2030
WITH A COPY TO:
BRIAN D. BARNARD
HAYNES AND BOONE, LLP
201 MAIN STREET
SUITE 2200
FORT WORTH, TEXAS 76132
(817) 347-6600
(NAME, ADDRESSES AND TELEPHONE NUMBERS OF PERSONS AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
CALCULATION OF FILING FEE
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Transaction Valuation Amount of Filing Fee
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$44,936,595(1) $8,987.32
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(1) For purposes of calculating fee only. The amount assumes the purchase of
5,446,860 Units of Beneficial Interest of the Trust at $8.25 per Unit.
The amount of the filing fee calculated in accordance with Rule 0-11 of
the Securities Exchange Act of 1934, as amended, equals 1/50 of 1% of the
transaction valuation.
[x] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: $8,987.32
Form or Registration No.: Schedule 14D-1, dated January 20, 1998
Filing Party: San Juan Partners, L.L.C.
Date Filed: January 20, 1998
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This Amendment No. 2 constitutes the final amendment to the Tender
Offer Statement on Schedule 14D-1 filed with the Securities and Exchange
Commission on January 20, 1998, as previously amended, relating to the tender
offer by 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 Acquisition III-B, Inc., a Texas corporation, ECIC
Corporation, a Texas corporation, BOCP Energy Partners, L.P., a Texas limited
partnership, First Union Investors, Inc. a North Carolina corporation, Andover
Group, Inc., a Texas corporation, Charles T. McCord III, O'Sullivan Oil & Gas
Company, Inc., a Texas corporation, Christopher P. Scully, Scott W. Smith
Funding, L.L.C., a Texas limited liability company, and John V. Whiting to
purchase 5,446,860 Units of Beneficial Interest of Burlington Resources Coal
Seam Gas Royalty Trust, a Delaware business 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 and amended
through January 22, 1998 (the "Offer to Purchase") and in the related Letter of
Transmittal (which together constitute the "Offer"). This Amendment No. 2 also
amends the Statement on Schedule 13D of the Purchaser and Parents (as defined in
the Offer to Purchase) with respect to Units of the Trust. The item numbers and
responses thereto below are in accordance with the requirements of Schedule
14D-1.
ITEM 10. ADDITIONAL INFORMATION
(f) The Offer expired in accordance with its terms at midnight,
New York City time, on Tuesday, February 17, 1998.
Because fewer than the requisite 5,446,860 Units were tendered pursuant
to the Offer, the Purchaser is not purchasing any tendered Units in accordance
with the terms of the Offer. The Purchaser has instructed the Depositary to
return all tendered Units to the tendering Unit holders.
The full text of a press release, dated February 18, 1998, issued by
the Purchaser with respect to the expiration of the Offer is filed herewith at
Exhibit (a)(14) and is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
(a)(14) -- Press Release, issued by the Purchaser, dated February 18,
1998.
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SIGNATURES
After due 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.
Date: February 18, 1998 SAN JUAN PARTNERS, L.L.C.
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By: /s/ C. N. O'Sullivan
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Name: C. N. O'Sullivan
Title: President - O'Sullivan Oil & Gas
Company, Inc., Manager
ENCAP ENERGY CAPITAL FUND III, L.P.
By: /s/ Robert L. Zorich
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Name: Robert L. Zorich
Title: Managing Director
ENCAP ENERGY ACQUISITION III-B, INC.
By: /s/ Robert L. Zorich
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Name: Robert L. Zorich
Title: Managing Director
ECIC CORPORATION
By: /s/ Robert L. Zorich
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Name: Robert L. Zorich
Title: Managing Director
BOCP ENERGY PARTNERS, L.P.
By: /s/ Robert L. Zorich
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Name: Robert L. Zorich
Title: Managing Director
FIRST UNION INVESTORS, INC.
By: /s/ Ted A. Gardner
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Name: Ted A. Gardner
Title: Senior Vice President
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ANDOVER GROUP, INC.
By: /s/ A. John Knapp, Jr.
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Name: A. John Knapp, Jr.
Title: President
/s/ Charles T. McCord III
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Charles T. McCord III
O'SULLIVAN OIL & GAS COMPANY, INC.
By: /s/ C. N. O'Sullivan
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Name: C. N. O'Sullivan
Title: President
/s/ Christopher P. Scully
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Christopher P. Scully
SCOTT W. SMITH FUNDING, L.L.C.
By: /s/ Scott W. Smith
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Name: Scott W. Smith
Title: Manager
/s/ John V. Whiting
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John V. Whiting
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EXHIBIT INDEX
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EXHIBIT
NUMBER EXHIBIT NAME
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(a)(14) -- Press Release, issued by the Purchaser, dated
February 18, 1998.
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Exhibit (a)(14)
FOR IMMEDIATE RELEASE
From:
San Juan Partners, L.L.C.
910 Travis Street
Suite 2150
Houston, Texas 77002
Contact: C. N. O'Sullivan
(713) 759-2030
SAN JUAN PARTNERS, L.L.C. ANNOUNCES EXPIRATION OF
CASH TENDER OFFER FOR UNITS OF BENEFICIAL INTEREST OF
BURLINGTON RESOURCES COAL SEAM GAS ROYALTY TRUST
HOUSTON, TX, February 18, 1998--San Juan Partners, L.L.C., a Texas limited
liability company ("San Juan"), announced today that its cash tender offer for
5,446,860 Units of Beneficial Interest of Burlington Resources Coal Seam Gas
Royalty Trust (NYSE: BRU) (the "Trust") expired in accordance with its terms at
12:00 midnight New York City time on February 17, 1998.
Because fewer than the requisite 5,446,860 Units were tendered pursuant to the
Offer, no Units were purchased pursuant to the Offer. San Juan has instructed
The Bank of New York, the Depositary for the tender offer, to return to the
tendering Unit holders all Units that were tendered pursuant to the Offer.
Subject to market conditions, developments in the oil and gas industry and
other factors, San Juan currently intends to purchase additional Units, either
in open market or privately negotiated transactions, for investment purposes.
Depending on similar factors, San Juan may in the future decide to dispose of
some or all of its Units.
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