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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
SCHEDULE 14D-9
____________________
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)
____________________
BURLINGTON RESOURCES COAL SEAM GAS ROYALTY TRUST
(Name of Person(s) Filing Statement)
____________________
UNITS OF BENEFICIAL INTEREST
(Title of Class of Securities)
____________________
122016 10 8
(CUSIP Number of Class of Securities)
____________________
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)
____________________
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 February 13, 1998 (the "Schedule 14D-1") of
Devon Acquisition Corporation, a Delaware corporation (the "Purchaser"), and a
wholly-owned subsidiary of Devon Energy Corporation, an Oklahoma corporation
(the "Parent"), to purchase 8,800,000 Units of Beneficial Interest (the "Units")
of the Trust at $8.75 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 February 13, 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 Parent is 20 North Broadway, Suite 1500, Oklahoma
City, OK 73102-8260.
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 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
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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.
(b) The reasons the Trust is unable to take a position with respect to the
Offer are stated in Item 4(a) above.
The Trust Agreement directs the Trustee to select a firm of independent
petroleum engineers to prepare a reserve report as of December 31 of each year,
in accordance with criteria established by
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the Securities and Exchange Commission, showing estimated proved gas reserves
attributable to the Royalty Interests as of December 31 of such year. The
Trustee believes, based on discussions with the independent petroleum engineers,
that the engineers' work will not be completed and the reserve report as of
December 31, 1997 will not be issued before about March 1, 1998. There can be no
assurance that there will not be delays in the issuance of the reserve report.
The Trustee plans to make the information contained in the reserve report
publicly available as soon as the Trustee receives it.
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 February 19, 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: February 19, 1998
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PRESS RELEASE EXHIBIT 2
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, FEBRUARY 19, 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
February 13, 1998 of a tender offer by Devon Acquisition Corporation (the
"Offer") for 8,800,000 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 Agreement directs the Trustee to select a firm of independent
petroleum engineers to prepare a reserve report as of December 31 of each year,
in accordance with criteria established by the Securities and Exchange
Commission, showing estimated proved gas reserves attributable as of December 31
of such year to the Royalty Interests owned by the Trust. The Trustee believes,
based on discussions with the independent petroleum engineers, that the
engineers' work will not be completed and the reserve report as of December 31,
1997 will not be issued before about March 1, 1998. There can be no assurance
that there will not be delays in the issuance of the reserve report. The Trustee
plans to make the information contained in the reserve report publicly available
as soon as the Trustee receives it.
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
