<PAGE> 1
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 27
BURLINGTON RESOURCES COAL SEAM GAS ROYALTY TRUST
(NAME OF ISSUER)
UNITS OF BENEFICIAL INTEREST
(TITLE OF CLASS OF SECURITIES)
122016 10 8
(CUSIP NUMBER)
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)
DECEMBER 31, 1998
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. *The
remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
================================================================================
<PAGE> 2
2
SCHEDULE 13D
<TABLE>
<CAPTION>
CUSIP No. 122016 10 8 Page 2 of 21 Pages
------- --------
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1
San Juan Partners, L.L.C.
- ----------------------------------------------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [x]
2 (b) [ ]
- ----------------------------------------------------------------------------------------------------------------------
SEC USE ONLY
3
- ----------------------------------------------------------------------------------------------------------------------
SOURCE OF FUNDS (See Instructions)
4
AF, BK
- ----------------------------------------------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
5
- ----------------------------------------------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Texas
- ----------------------------------------------------------------------------------------------------------------------
SOLE VOTING POWER
7
0 Units
-----------------------------------------------------------------------------------
NUMBER OF SHARED VOTING POWER
SHARES 8
BENEFICIALLY 5,867,968 Units
OWNED BY -----------------------------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
REPORTING 9
PERSON 0 Units
WITH -----------------------------------------------------------------------------------
SHARED DISPOSITIVE POWER
10
5,867,968 Units
- ----------------------------------------------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
5,867,968 Units
- ----------------------------------------------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
12
- ----------------------------------------------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
66.68%
- ----------------------------------------------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
OO
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 3
3
================================================================================
SCHEDULE 13D
<TABLE>
<CAPTION>
CUSIP No. 122016 10 8 Page 3 of 21 Pages
------- --------
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1
EnCap Energy Capital Fund III, L.P.
- -----------------------------------------------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [x]
2 (b) [ ]
- -----------------------------------------------------------------------------------------------------------------------
SEC USE ONLY
3
- -----------------------------------------------------------------------------------------------------------------------
SOURCE OF FUNDS (See Instructions)
4
WC
- -----------------------------------------------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
5
- -----------------------------------------------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Texas
- -----------------------------------------------------------------------------------------------------------------------
SOLE VOTING POWER
7
0
------------------------------------------------------------------------------------
NUMBER OF SHARED VOTING POWER
SHARES 8
BENEFICIALLY 5,867,968 Units
OWNED BY ------------------------------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
REPORTING 9
PERSON 0
WITH ------------------------------------------------------------------------------------
SHARED DISPOSITIVE POWER
10
5,867,968 Units
- -----------------------------------------------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
5,867,968 Units
- -----------------------------------------------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
12
- -----------------------------------------------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
66.68%
- -----------------------------------------------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
PN
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 4
4
SCHEDULE 13D
<TABLE>
<CAPTION>
CUSIP No. 122016 10 8 Page 4 of 21 Pages
------- --------
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1
EnCap Energy Acquisition III-B, Inc.
- ----------------------------------------------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [x]
2 (b) [ ]
- ----------------------------------------------------------------------------------------------------------------------
SEC USE ONLY
3
- ----------------------------------------------------------------------------------------------------------------------
SOURCE OF FUNDS (See Instructions)
4
WC
- ----------------------------------------------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
5
- ----------------------------------------------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Texas
- ----------------------------------------------------------------------------------------------------------------------
SOLE VOTING POWER
7
0
-----------------------------------------------------------------------------------
NUMBER OF SHARED VOTING POWER
SHARES 8
BENEFICIALLY 5,867,968 Units
OWNED BY -----------------------------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
REPORTING 9
PERSON 0
WITH -----------------------------------------------------------------------------------
SHARED DISPOSITIVE POWER
10
5,867,968 Units
- ----------------------------------------------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
5,867,968 Units
- ----------------------------------------------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
12
- ----------------------------------------------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
66.68%
- ----------------------------------------------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 5
5
SCHEDULE 13D
<TABLE>
<CAPTION>
CUSIP No. 122016 10 8 Page 5 of 21 Pages
------- --------
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1
ECIC Corporation
- ----------------------------------------------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [x]
2 (b) [ ]
- ----------------------------------------------------------------------------------------------------------------------
SEC USE ONLY
3
- ----------------------------------------------------------------------------------------------------------------------
SOURCE OF FUNDS (See Instructions)
4
WC
- ----------------------------------------------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
5
- ----------------------------------------------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Texas
- ----------------------------------------------------------------------------------------------------------------------
SOLE VOTING POWER
7
0
-----------------------------------------------------------------------------------
NUMBER OF SHARED VOTING POWER
SHARES 8
BENEFICIALLY 5,867,968 Units
OWNED BY -----------------------------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
REPORTING 9
PERSON 0
WITH -----------------------------------------------------------------------------------
SHARED DISPOSITIVE POWER
10
5,867,968 Units
- ----------------------------------------------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
5,867,968 Units
- ----------------------------------------------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
12
- ----------------------------------------------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
66.68%
- ----------------------------------------------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 6
6
SCHEDULE 13D
<TABLE>
<CAPTION>
CUSIP No. 122016 10 8 Page 6 of 21 Pages
------- --------
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1
BOCP Energy Partners, L.P.
- ----------------------------------------------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [x]
2 (b) [ ]
- ----------------------------------------------------------------------------------------------------------------------
SEC USE ONLY
3
- ----------------------------------------------------------------------------------------------------------------------
SOURCE OF FUNDS (See Instructions)
4
WC
- ----------------------------------------------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
5
- ----------------------------------------------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Texas
- ----------------------------------------------------------------------------------------------------------------------
SOLE VOTING POWER
7
0
-----------------------------------------------------------------------------------
NUMBER OF SHARED VOTING POWER
SHARES 8
BENEFICIALLY 5,867,968 Units
OWNED BY -----------------------------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
REPORTING 9
PERSON 0
WITH -----------------------------------------------------------------------------------
SHARED DISPOSITIVE POWER
10
5,867,968 Units
- ----------------------------------------------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
5,867,968 Units
- ----------------------------------------------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
12
- ----------------------------------------------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
66.68%
- ----------------------------------------------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
PN
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 7
7
SCHEDULE 13D
<TABLE>
<CAPTION>
CUSIP No. 122016 10 8 Page 7 of 21 Pages
------- --------
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1
First Union Investors, Inc.
- ----------------------------------------------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [x]
(b) [ ]
2
- ----------------------------------------------------------------------------------------------------------------------
SEC USE ONLY
3
- ----------------------------------------------------------------------------------------------------------------------
SOURCE OF FUNDS (See Instructions)
4
WC
- ----------------------------------------------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
5
- ----------------------------------------------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
North Carolina
- ----------------------------------------------------------------------------------------------------------------------
SOLE VOTING POWER
7
0
-----------------------------------------------------------------------------------
NUMBER OF SHARED VOTING POWER
SHARES 8
BENEFICIALLY 5,867,968 Units
OWNED BY -----------------------------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
REPORTING 9
PERSON 0
WITH -----------------------------------------------------------------------------------
SHARED DISPOSITIVE POWER
10
5,867,968 Units
- ----------------------------------------------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
5,867,968 Units
- ----------------------------------------------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
12
- ----------------------------------------------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
66.68%
- ----------------------------------------------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 8
8
SCHEDULE 13D
<TABLE>
<CAPTION>
CUSIP No. 122016 10 8 Page 8 of 21 Pages
------- --------
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1
Andover Group, Inc.
- ----------------------------------------------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [x]
2 (b) [ ]
- ----------------------------------------------------------------------------------------------------------------------
SEC USE ONLY
3
- ----------------------------------------------------------------------------------------------------------------------
SOURCE OF FUNDS (See Instructions)
4
WC
- ----------------------------------------------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
5
- ----------------------------------------------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Texas
- ----------------------------------------------------------------------------------------------------------------------
SOLE VOTING POWER
7
0
-----------------------------------------------------------------------------------
NUMBER OF SHARED VOTING POWER
SHARES 8
BENEFICIALLY 5,867,968 Units
OWNED BY -----------------------------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
REPORTING 9
PERSON 0
WITH -----------------------------------------------------------------------------------
SHARED DISPOSITIVE POWER
10
5,867,968 Units
- ----------------------------------------------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
5,867,968 Units
- ----------------------------------------------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
12
- ----------------------------------------------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
66.68%
- ----------------------------------------------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 9
9
SCHEDULE 13D
<TABLE>
<CAPTION>
CUSIP No. 122016 10 8 Page 9 of 21 Pages
------- --------
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1
Charles T. McCord III
- ----------------------------------------------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [x]
2 (b) [ ]
- ----------------------------------------------------------------------------------------------------------------------
SEC USE ONLY
3
- ----------------------------------------------------------------------------------------------------------------------
SOURCE OF FUNDS (See Instructions)
4
PF
- ----------------------------------------------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
5
- ----------------------------------------------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
- ----------------------------------------------------------------------------------------------------------------------
SOLE VOTING POWER
7
0
-----------------------------------------------------------------------------------
NUMBER OF SHARED VOTING POWER
SHARES 8
BENEFICIALLY 5,867,968 Units
OWNED BY -----------------------------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
REPORTING 9
PERSON 0
WITH -----------------------------------------------------------------------------------
SHARED DISPOSITIVE POWER
10
5,867,968 Units
- ----------------------------------------------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
5,867,968 Units
- ----------------------------------------------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
12
- ----------------------------------------------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
66.68%
- ----------------------------------------------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 10
10
SCHEDULE 13D
<TABLE>
<CAPTION>
CUSIP No. 122016 10 8 Page 10 of 21 Pages
-------- --------
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1
O'Sullivan Oil & Gas Company, Inc.
- ----------------------------------------------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [x]
2 (b) [ ]
- ----------------------------------------------------------------------------------------------------------------------
SEC USE ONLY
3
- ----------------------------------------------------------------------------------------------------------------------
SOURCE OF FUNDS (See Instructions)
4
WC
- ----------------------------------------------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
5
- ----------------------------------------------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Texas
- ----------------------------------------------------------------------------------------------------------------------
SOLE VOTING POWER
7
0
-----------------------------------------------------------------------------------
NUMBER OF SHARED VOTING POWER
SHARES 8
BENEFICIALLY 5,867,968 Units
OWNED BY -----------------------------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
REPORTING 9
PERSON 0
WITH -----------------------------------------------------------------------------------
SHARED DISPOSITIVE POWER
10
5,867,968 Units
- ----------------------------------------------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
5,867,968 Units
- ----------------------------------------------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
12
- ----------------------------------------------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
66.68%
- ----------------------------------------------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 11
11
SCHEDULE 13D
<TABLE>
<CAPTION>
CUSIP No. 122016 10 8 Page 11 of 21 Pages
-------- --------
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1
Christopher P. Scully
- ----------------------------------------------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [x]
2 (b) [ ]
- ----------------------------------------------------------------------------------------------------------------------
SEC USE ONLY
3
- ----------------------------------------------------------------------------------------------------------------------
SOURCE OF FUNDS (See Instructions)
4
PF
- ----------------------------------------------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
5
- ----------------------------------------------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
- ----------------------------------------------------------------------------------------------------------------------
SOLE VOTING POWER
7
0
-----------------------------------------------------------------------------------
NUMBER OF SHARED VOTING POWER
SHARES 8
BENEFICIALLY 5,867,968 Units
OWNED BY -----------------------------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
REPORTING 9
PERSON 0
WITH -----------------------------------------------------------------------------------
SHARED DISPOSITIVE POWER
10
5,867,968 Units
- ----------------------------------------------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
5,867,968 Units
- ----------------------------------------------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
12
- ----------------------------------------------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
66.68%
- ----------------------------------------------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 12
12
SCHEDULE 13D
<TABLE>
<CAPTION>
CUSIP No. 122016 10 8 Page 12 of 21 Pages
-------- --------
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1
Scott W. Smith Funding, L.L.C.
- ----------------------------------------------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [x]
2 (b) [ ]
- ----------------------------------------------------------------------------------------------------------------------
SEC USE ONLY
3
- ----------------------------------------------------------------------------------------------------------------------
SOURCE OF FUNDS (See Instructions)
4
WC
- ----------------------------------------------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
5
- ----------------------------------------------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Texas
- ----------------------------------------------------------------------------------------------------------------------
SOLE VOTING POWER
7
0
-----------------------------------------------------------------------------------
NUMBER OF SHARED VOTING POWER
SHARES 8
BENEFICIALLY 5,867,968 Units
OWNED BY -----------------------------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
REPORTING 9
PERSON 0
WITH -----------------------------------------------------------------------------------
SHARED DISPOSITIVE POWER
10
5,867,968 Units
- ----------------------------------------------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
5,867,968 Units
- ----------------------------------------------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
12
- ----------------------------------------------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
66.68%
- ----------------------------------------------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
OO
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 13
13
SCHEDULE 13D
<TABLE>
<CAPTION>
CUSIP No. 122016 10 8 Page 13 of 21 Pages
-------- --------
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1
John V. Whiting
- ----------------------------------------------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [x]
2 (b) [ ]
- ----------------------------------------------------------------------------------------------------------------------
SEC USE ONLY
3
- ----------------------------------------------------------------------------------------------------------------------
SOURCE OF FUNDS (See Instructions)
4
PF
- ----------------------------------------------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
5
- ----------------------------------------------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
- ----------------------------------------------------------------------------------------------------------------------
SOLE VOTING POWER
7
0
-----------------------------------------------------------------------------------
NUMBER OF SHARED VOTING POWER
SHARES 8
BENEFICIALLY 5,867,968 Units
OWNED BY -----------------------------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
REPORTING 9
PERSON 0
WITH -----------------------------------------------------------------------------------
SHARED DISPOSITIVE POWER
10
5,867,968 Units
- ----------------------------------------------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
5,867,968 Units
- ----------------------------------------------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
12
- ----------------------------------------------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
66.68%
- ----------------------------------------------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 14
14
This Amendment No. 27 amends the Statement on Schedule 13D 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 collectively referred to
herein as "Parents") with respect to Units of Beneficial Interest (the "Units")
of Burlington Resources Coal Seam Gas Royalty Trust, a Delaware business trust
(the "Trust").
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is amended as follows:
On December 31, 1998, contemporaneously with the closing of the
transactions contemplated under the Purchase Agreement described in Item 6
hereof, Purchaser amended its Advancing Term Credit Agreement (the "Advancing
Term Credit Agreement") dated January 15, 1998 by entering into that certain
Third Amendment to Loan Agreement (the "Third Amendment") with Bank One, Texas,
N.A. (the "Lender"). The principal modification set forth in the Third Amendment
is to amend the maximum amount the Lender will lend to the Purchaser to be equal
to the lesser of $26,500,000 or the Borrowing Base; the Borrowing Base is an
amount equal to the lesser of (i) 50% of the current market price of the Units
times the number of Units owned by Purchaser, or (ii) $4.37 times the number of
Units owned by Purchaser (provided that such $4.37 amount shall be reduced by
$.12 at the end of each fiscal quarter beginning December 31, 1998).
Also, contemporaneously with the closing of the transactions
contemplated under the Purchase Agreement described in Item 6 hereof, Purchaser
amended its Advancing Term Credit Agreement by entering into that certain Fourth
Amendment to Loan Agreement (the "Fourth Amendment") with Lender. The principal
modification set forth in the Fourth Amendment is to provide that (i) Lender's
security interest in the Units owned by Purchaser shall not secure any of the
indebtedness or obligations under that certain Term Credit Agreement dated as of
December 31, 1998 (the "Term Credit Agreement") described in Item 6 below,
executed by and between Purchaser and Lender, and (ii) in the event of a default
under the Advancing Term Credit Agreement or the Term Credit Agreement (which as
a result of cross-default provisions contained therein would constitute an event
of default under both agreements) then any funds collected by Lender thereafter
shall first be applied to the repayment of the indebtedness under the Advancing
Term Credit Agreement and then to the repayment of the indebtedness under the
Term Credit Agreement. Conforming amendments were also executed with respect to
each of the Pledge of Deposit Account, Security Agreement and Pledge of Trust
Units and Pledge of Brokerage Accounts, which secure the indebtedness under the
Advancing Term Credit Agreement, to reflect that the Lender's security interest
in the Units owned by Purchaser shall not secure any of the indebtedness or
obligations under the Term Credit Agreement.
ITEM 4. PURPOSE OF THE TRANSACTION
Item 4 is amended as follows:
On December 28, 1998, a meeting of the Unitholders (the "Unitholder
Meeting"), which had been called by Purchaser pursuant to the terms of that
certain Purchase Agreement dated October 21, 1998 between the Purchaser and
Burlington Resources Oil & Gas Company ("BROG") described in Item 6 hereof,
was held for
<PAGE> 15
15
the purpose of voting on the Termination Proposal (as defined in the Information
Statement dated December 7, 1998 and defined below), which contemplates, among
other things, the termination of the Trust. The Termination Proposal provided in
addition to the proposal to terminate the Trust, that in connection with the
closing of the Purchase Agreement and as a result of the termination of the
Trust, the following events would occur: (i) the Gas Contract (defined below)
would be terminated as described in Item 6 herein, (ii) the Gathering Agreement
(defined below) would be amended as described Item 6 herein, (iii) BROG and
Burlington Resources, Inc. ("BRI") would assign their rights and obligations
under the Trust Agreement of the Trust (the "Trust Agreement") and the
Administrative Services Agreement (defined below) to Purchaser, and Purchaser
would 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 winding up of the Trust and any such obligations
which by their express terms survive the termination of the Trust) would
terminate and BRI would 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"). In connection with the Unitholder
Meeting, an information statement was filed and mailed pursuant to the written
information statement requirements under Rule 14c-2 promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
At the Unitholder Meeting, the Termination Proposal was approved by the
requisite vote of the Unitholders. Pursuant to the Trust Agreement, the
affirmative vote of holders of not less than 66 2/3% of the outstanding Units
was required in order to approve a proposal to terminate the Trust. At the
Unitholder Meeting, the Purchaser voted all Units owned by it or over which it
had voting control at such time, which constituted in excess of 66 2/3% of the
outstanding Units, in favor of the Termination Proposal. As a result of the
Unitholder Meeting, the Purchaser understands that the Trustee will commence the
Trust 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.
On December 31, 1998, following the Unitholder Meeting, Purchaser and
BROG consummated the transactions contemplated by the Purchase Agreement. Among
the other properties, rights and obligations acquired, the Purchaser acquired
under the Trust Agreement BROG's rights (i) pursuant to Section 9.03(c) thereof,
to make a written cash offer to purchase the Remaining Royalty Interests (as
defined in the Trust Agreement) owned by the Trust before the sixtieth day
following the Unitholder Meeting, and (ii) pursuant to Section 9.03(e) thereof,
to bid for the purchase of the Remaining Royalty Interests under the general
bidding procedure provided therein and/or to purchase the Remaining Royalty
Interests for a cash purchase price equal to 105% of the highest offer received
by the Trustee for such interests. See Item 6 - "Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the Issuer."
By letter dated January 4, 1999, Purchaser waived its right to offer or
bid to purchase the Remaining Royalty Interests through the exercise of the
rights under Section 9.03(c) of the Trust Agreement acquired from BROG as
described in the preceding paragraph. Whether the Purchaser will offer or bid
under Section 9.03(e), 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 the
Purchaser will offer or bid, and if so, be successful in its efforts, to acquire
the Remaining Royalty Interests. In the event that the Purchaser is unsuccessful
in acquiring the Remaining Royalty Interests and the Remaining Royalty Interests
are sold to a third party, then the leases subject thereto will continue to be
burdened by the Remaining Royalty Interests pursuant to the terms of that
certain Net Profits Interest Conveyance dated effective May 1, 1993, from
Meridian Oil Production Inc. to the Trust (the "Net Profits Conveyance").
However, in the event that the Purchaser is successful in acquiring the
Remaining Royalty Interests, it is anticipated that the Purchaser would seek to
merge its title in and to the Remaining Royalty Interests into its title in the
leasehold interests acquired from BROG under the Purchase
<PAGE> 16
16
Agreement, so that the Remaining Royalty Interests would terminate and the
leasehold interests would no longer be burdened thereby. As owner of leasehold
and related interests in the Fruitland coal formation underlying the Northeast
Blanco Unit in San Juan and Arriba Counties, New Mexico, the Purchaser 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 as well as monetize any Section 29 tax credits attributable to
its working interest. Following any merger of title of the Remaining Royalty
Interests and such leasehold interests, Purchaser may elect to sell such
combined interests, or the Purchaser may elect to retain such combined interests
for its own account. See Item 6 - "Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer."
In addition to contemplating the exercise of its rights under the
properties, assets and rights acquired from BROG and BRI as described above,
Purchaser may alternatively sell or transfer all or a portion of such
properties, assets and rights, together with its rights to certain or all of the
Units owned by Purchaser, to a third party or parties. No definitive agreements
or arrangements have been entered into with regard to any such sale or transfer.
The affirmative vote to terminate the Trust which occurred at the
Unitholder Meeting may be expected to have the effect of adversely affecting the
liquidity and market value of the Units held by the public. Following such 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 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.
Except as provided herein and in Item 6 below, the Purchaser has no
present plans or proposals (i) to vote its Units for the removal of either the
Trustee or the Delaware Trustee, (ii) to change the distributions of the Trust,
or (iii) that relate to or that would result in any of the other actions
specified in clauses (a) through (j) of Item 4 of Schedule 13D promulgated under
the Exchange Act.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Item 6 is amended as follows:
On December 31, 1998 (the "Closing Date"), Purchaser, BRI and BROG
consummated (the "Closing") the transactions contemplated by that certain
Purchase and Sale Agreement (the "Purchase Agreement") dated October 21, 1998.
At the Closing and pursuant to the terms of the Purchase Agreement, BROG sold
(or caused to be sold) and Purchaser purchased all of BROG's right, title and
interest in and to (i) certain leases, leasehold interests and overriding
royalty interests of BROG in and to the Fruitland coal formation in the
Northeast Blanco Unit ("NEBU"), in San Juan and Rio Arriba Counties, New Mexico
(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 and all 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, assignor, under that certain
Net Profits Interest Conveyance (the "Net Profits Conveyance") dated effective
<PAGE> 17
17
May 1, 1993 from Meridian Oil Production Inc. to the Burlington Resources Coal
Seam Gas Royalty Trust (the "Trust") (collectively, the "Interests"). In
addition, pursuant to the Purchase Agreement, Purchaser acquired (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
consummated pursuant to the Purchase Agreement is July 1, 1998 (the "Effective
Time").
As consideration for the Interests purchased by Purchaser under the
Purchase Agreement, Purchaser paid a purchase price of $20,093,704 cash. The
Purchase Price was paid by Purchaser through the use of proceeds from borrowings
under (i) that certain $14,500,000 Term Credit Agreement dated December 31, 1998
between Purchaser and Lender, and (ii) that certain $6,250,000 Senior
Subordinated Bridge Note Purchase Agreement dated December 31, 1998 between
Purchaser and First Union Investors. First Union Investors is a member of
Purchaser and shares beneficial ownership, together with Purchaser and the other
members of Purchaser, of 5,867,968 Units as reported herein.
At the Closing, in addition to the consummation of the purchase and
sale of the Interests, (i) Purchaser executed and BROG caused Burlington
Resources Gathering Inc. ("BRGI"), as successor-in-interest to Meridian Oil
Gathering Inc. ("MOGI") to execute and deliver an amendment to that certain Gas
Gathering, Dehydrating and Treating Agreement dated May 3, 1990 between MOGI and
BRTI as successor-in-interest to Meridian Oil Trading Inc. ("MOTI"), as
previously amended (the "Gathering Agreement"), pursuant to which BRGI agrees to
gather, dehydrate, treat and deliver up to 58,000 MCFD of Purchaser's gas for a
specified fee (which fee shall escalate annually by one cent per Mcf up to a
specified maximum beginning January 1, 1999) through at least December 31, 2007;
(ii) Purchaser executed, and BROG caused BRTI, as successor-in-interest to MOTI,
to execute and deliver, an agreement pursuant to which the Gas Contract was
terminated effective immediately following the Closing; and (iii) Purchaser
executed and delivered and BROG caused BRTI to execute and deliver, an agreement
whereby each time Purchaser 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.
In addition to the foregoing and pursuant to the Purchase Agreement, at
Closing, BROG paid to Purchaser an amount equal to $508,609.36, which represents
accumulated and undistributed proceeds of the Trust in accordance with the terms
of the Trust Agreement.
Pursuant to the Purchase Agreement, the Purchaser has further agreed
under the Purchase Agreement, to the fullest extent permitted by law, to
indemnify and hold BROG, BRI and certain of their related parties (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, the Purchaser has agreed under the Purchase Agreement, 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 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 the Purchaser with the Securities and Exchange Commission (the
"Commission"), or any other statement publicly made by or on behalf of the
Purchaser in connection with the proposal by the Purchaser to terminate the
<PAGE> 18
18
Trust or any actions taken by or behalf of the Purchaser 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 the Purchaser with the Commission, or any
other statement publicly made by or on behalf of the Purchaser in connection
with the proposal by the Purchaser to terminate the Trust or any actions taken
by or on behalf of the Purchaser after such termination, any material fact
required to be stated therein or necessary to make the statements therein not
misleading. The Purchaser, 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 the
Purchaser 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 the Purchaser
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 the Purchaser 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 the Purchaser to the Seller Parties.
A copy of the Purchase and Sale Agreement was filed as Exhibit
99(a)(18) to Amendment 26 to this Schedule 13D, and all references to the
Purchase and Sale Agreement herein are qualified in their entirety by reference
to such Purchase Agreement.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
(b)(3) Third Amendment to Loan Agreement, dated December 31,
1998, by and between San Juan Partners, L.L.C. and
Bank One, Texas, N.A.
(b)(4) Fourth Amendment to Loan Agreement, dated December 31,
1998, by and between San Juan Partners, L.L.C. and
Bank One, Texas, N.A.
<PAGE> 19
19
SIGNATURES
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.
Date: January 4, 1998 SAN JUAN PARTNERS, L.L.C.
--------------------
By: /s/ C. N. O'Sullivan
----------------------------------------
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
----------------------------------------
Name: Robert L. Zorich
Title: Managing Director
ENCAP ENERGY ACQUISITION III-B, INC.
By: /s/ ROBERT L. ZORICH
----------------------------------------
Name: Robert L. Zorich
Title: Managing Director
ECIC CORPORATION
By: /s/ ROBERT L. ZORICH
----------------------------------------
Name: Robert L. Zorich
Title: Managing Director
BOCP ENERGY PARTNERS, L.P.
By: /s/ ROBERT L. ZORICH
----------------------------------------
Name: Robert L. Zorich
Title: Managing Director
FIRST UNION INVESTORS, INC.
By: /s/ Ted A. Gardner
----------------------------------------
Name: Ted A. Gardner
Title: Managing Partner
<PAGE> 20
20
ANDOVER GROUP, INC.
By: /s/ A. John Knapp, Jr.
----------------------------------------
Name: A. John Knapp, Jr.
Title: President
/s/ Charles T. McCord III
-------------------------------------------
Charles T. McCord III
O'SULLIVAN OIL & GAS COMPANY, INC.
By: /s/ C. N. O'Sullivan
----------------------------------------
Name: C. N. O'Sullivan
Title: President
/s/ Christopher P. Scully
-------------------------------------------
Christopher P. Scully
SCOTT W. SMITH FUNDING, L.L.C.
By: /s/ Scott W. Smith
----------------------------------------
Name: Scott W. Smith
Title: Manager
/s/ John V. Whiting
-------------------------------------------
John V. Whiting
<PAGE> 21
21
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
99.(b)(3) Third Amendment to Loan Agreement, dated December 31,
1998, by and between San Juan Partners, L.L.C. and
Bank One, Texas, N.A.
99.(b)(4) Fourth Amendment to Loan Agreement, dated December 31,
1998, by and between San Juan Partners, L.L.C. and
Bank One, Texas, N.A.
<PAGE> 1
EXHIBIT 99.B3
THIRD AMENDMENT TO
LOAN AGREEMENT DATED JANUARY 15, 1998
BY AND AMONG
SAN JUAN PARTNERS, L.L.C.
AND
BANK ONE, TEXAS, N.A.
This Third Amendment to Loan Agreement dated January 15, 1998,
is entered into as of December 31, 1998 (this "Third Amendment") by and among
SAN JUAN PARTNERS, L.L.C. ("Borrower"), and BANK ONE, TEXAS, N.A., a national
banking association (the "Bank").
W I T N E S E T H:
Borrower and Bank entered into a Loan Agreement dated January
15, 1998, as amended by the First Amendment dated January 3, 1998 and the Second
Amendment dated October 9, 1998 (the "Loan Agreement").
Borrower has requested that Bank revise the amount of the
Commitment, and make certain other modifications to the Loan Agreement, and Bank
is willing to do so subject to and conditioned upon the provisions of this Third
Amendment.
NOW, THEREFORE, in consideration of the promises herein
contained, and each intending to be legally bound hereby, the parties agree as
follows:
I. Amendments to Loan Agreement.
Article I of the Loan Agreement is hereby amended by adding the
following definition:
"Third Amendment" means the Third Amendment to the Loan Agreement
dated December 31, 1998.
Section 2.08 of the Loan Agreement, as amended by the First and
Second Amendments, is hereby amended by replacing the first sentence of that
Section with the following text:
The Borrowing Base is hereby established, effective October 1, 1998,
as being (i) the Lessor of: (a) four dollars and thirty-seven cents
($4.37), or (b) fifty percent (50%) of the Current Market Price at
which Trust Units trade, from time to time; times the number of Trust
Units owned by Borrower and included in the Borrowing Base Property,
not to exceed $26,500,000 as of October 1, 1998; provided, however,
that the value allocated to each Trust Unit under subsection
-1-
<PAGE> 2
(i)(a) above, shall be reduced by twelve cents ($.12) at the end of
each fiscal quarter beginning December 31, 1998 and thereafter.
II. Certain Waivers and Consents.
Bank hereby consents to distributions to Borrower from the Cash
Collateral Account in the aggregate amount of $587,000.00 that have
been or will be made during calendar year 1998, and Bank waives any
non-compliance with Section 5.20(c) of the Loan Agreement that
otherwise would have resulted from such distributions, provided,
however, that such distributions shall be deemed to be inclusive of
the $25,000.00 per calendar quarter that Borrower is entitled to
receive from the Cash Collateral Account pursuant to the proviso at
the end of Section 5.20(c).
III. Conditions to Third Amendment. This Third Amendment shall not become
effective until the following conditions have been satisfied:
A. Bank shall have received multiple counterparts of the Third
Amendment, as requested by Bank, duly executed on behalf of Borrower.
IV. Extent of Amendments. This Third Amendment shall not be deemed to be
an amendment by Bank of any covenant, condition or obligation on the part of the
Borrower under the Loan Agreement, as amended hereby, except as expressly set
forth herein. In addition, this Third Amendment shall in no respect evidence any
commitment by the Bank to grant any future amendments of any covenant, condition
or obligation on the part of the Borrower under the Loan Agreement, as amended
hereby. Any further amendments, waivers or consents must be specifically agreed
to in writing in accordance with Section 8.12 of the Loan Agreement.
V. Reaffirmation of Representations and Warranties. To induce the Bank
to enter into this Third Amendment, the Borrower hereby reaffirms, as of the
date hereof, its representations and warranties contained in Article IV of the
Loan Agreement and in all other documents executed pursuant thereto, and
additionally represents and warrants as follows:
A. The execution and delivery of this Third Amendment and the
performance of Borrower of its obligations under this Third Amendment
are within Borrower's power, have been duly authorized by all
necessary LLC action, have received all necessary governmental
approval (if any shall be required), and do not and will not
contravene or conflict with any provision of law or of the charter,
articles of organization or regulations of the Borrower or of any
agreement binding upon Borrower.
B. This Third Amendment represents the legal, valid and binding
obligations of the Borrower enforceable against the Borrower in
accordance with its terms subject as to
-2-
<PAGE> 3
enforcement only to bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting the enforcement of
creditors' rights generally.
C. Since the date of the Loan Agreement, no change, event or state of
affairs has occurred and is continuing which would constitute an
event of default as described in Section 7.01 of the Loan Agreement.
VI. Defined Terms. Terms used herein that are defined in the Loan
Agreement shall have the same meanings herein, unless the context otherwise
requires.
VII. Reaffirmation of Loan Agreement. This Third Amendment shall be deemed
to be an amendment to the Loan Agreement, and the Loan Agreement, as amended
hereby, is hereby ratified, adopted and confirmed in each and every respect.
VIII. Governing Law. THIS THIRD AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS AND THE
APPLICABLE LAWS OF THE UNITED STATES OF AMERICA. This Third Amendment has
been entered into in Harris County, Texas, and it shall be performable for all
purposes in Harris County, Texas. Courts within the State of Texas shall have
jurisdiction over any and all disputes between the Borrower and the Bank,
whether in law or equity, including, but not limited to, any and all disputes
arising out of or relating to this Third Amendment or any other Loan Documents;
and venue in any such dispute whether in federal or state court shall be laid in
Harris County, Texas.
IX. Severability. Whenever possible each provision of this Third
Amendment shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Third Amendment shall be prohibited
by or invalid under applicable law, such provision shall be ineffective to the
extent of such prohibition or invalidity, without invalidating the remainder of
such provision or the remaining provisions of this Third Amendment.
X. Execution in Counterparts. This Third Amendment may be executed in
any number of counterparts and by the different parties on separate counterparts
on different dates, and each such counterpart shall be deemed to be an original,
but all such counterparts shall together constitute but one and the same
agreement.
XI. Section Captions. Section captions used in this Third Amendment are
for convenience of reference only, and shall not affect the construction of this
Third Amendment.
XII. Successors and Assigns. This Third Amendment shall be binding upon
the Borrower, the Bank and its respective successors and assigns, and shall
inure to the benefit of the Borrower, the Bank and the respective successors and
assigns of the Bank.
XIII. Non-Application of Chapter 346 of Texas Finance Code. The provisions
of Chapter 346 of the Texas Finance Code are specifically declared by the
parties hereto not to be applicable to the
-3-
<PAGE> 4
Loan Agreement, this Third Amendment or any of the other Loan Documents or to
the transactions contemplated hereby.
XIV. Notice. THE LOAN AGREEMENT, AS HEREBY AMENDED, EMBODIES THE ENTIRE
AGREEMENT BETWEEN THE BORROWER AND THE BANK AND SUPERSEDES ALL PRIOR PROPOSALS,
AGREEMENTS AND UNDERSTANDINGS RELATING TO THE SUBJECT MATTER HEREOF. THE
BORROWER CERTIFIES THAT IT IS RELYING ON NO REPRESENTATION, WARRANTY, COVENANT
OR AGREEMENT EXCEPT FOR THOSE SET FORTH IN THE LOAN AGREEMENT, AS HEREBY
AMENDED, AND THE OTHER DOCUMENTS PREVIOUSLY EXECUTED IN CONNECTION THEREWITH.
IN WITNESS WHEREOF, the parties hereto have caused this Third
Amendment to be duly executed as of the day and year first above written.
BORROWER:
SAN JUAN PARTNERS, L.L.C.
By: O'Sullivan Oil & Gas Company, Inc.
Its Sole Manager
By:
---------------------------------
C.N. O'Sullivan
President
BANK:
BANK ONE, TEXAS, N.A.
By:
--------------------------------------
Steve Shatto
Vice President
-4-
<PAGE> 1
EXHIBIT 99.B4
FOURTH AMENDMENT TO ADVANCING
TERM CREDIT AGREEMENT
This Fourth Amendment to Advancing Term Credit Agreement dated as of
December 31, 1998 (this "FOURTH AMENDMENT") by and among SAN JUAN PARTNERS,
L.L.C. ("BORROWER"), and BANK ONE, TEXAS, N.A., a national banking association
(the "BANK").
W I T N E S E T H:
Borrower and Bank entered into a Advancing Term Credit Agreement dated
January 15, 1998, as amended by that certain First Amendment dated June 3, 1998,
that certain Second Amendment dated October 9, 1998 and that certain Third
Amendment dated December 31, 1998 (collectively, the "LOAN AGREEMENT").
Borrower has requested that Bank extend additional loans to Borrower
pursuant to that certain Term Credit Agreement dated of even date herewith and
Bank is willing to do so subject to and conditioned upon the provisions this
Fourth Amendment.
NOW, THEREFORE, in consideration of the promises herein contained, and
each intending to be legally bound hereby, the parties agree as follows:
I. Amendments to Loan Agreement.
Article I of the Loan Agreement is hereby amended by adding the
following definitions:
"Fourth Amendment" means the Fourth Amendment to the Loan Agreement
dated as of December 31, 1998.
"Term Credit Agreement" shall mean that certain Term Credit Agreement
dated as of December 31, 1998 between Borrower and Bank.
"Special Collateral" means all of the Bank's security interests in
and rights of recourse of any kind against (i) any Trust Units now or
hereafter held by Borrower and (ii) any brokerage account in which
any Trust Units of Borrower are held (including the Permanent
Brokerage Account and the Pass Through Brokerage Account) and (iii)
any proceeds or products of any assets described in items (i) and
(ii) of this definition.
Section 2.13 as follows is hereby added to the Loan Agreement:
2.13 Relationship of this Agreement to Term Credit Agreement.
Notwithstanding any of the other terms of this Agreement or the terms
of any of the Security Instruments to the contrary, the Special
Collateral shall not secure any of the Obligations (as defined in the
Term Credit Agreement) under the Term
<PAGE> 2
Credit Agreement or any Indebtedness, obligations or liabilities of
Borrower to Bank under any of the Security Instruments (as defined in
the Term Credit Agreement) securing such Obligations or be subject to
any of the rights or recourse of Bank under the Term Credit Agreement
or any of its Security Instruments (as defined therein). The payment
of any liens and security interests securing payment of any and all
Indebtedness, liabilities and obligations (the "JUNIOR DEBT") of
Borrower to Bank under the Term Credit Agreement and its Security
Instruments (as defined therein) shall be subordinate to the
Obligations of Borrower to Bank under this Agreement (the "SENIOR
DEBT"). The sole consequence of such subordination of the Junior Debt
to the Senior Debt shall be that, upon the occurrence of an Event of
Default under either this Agreement or the Term Credit Agreement
(which Event of Default shall, because of the cross-default
provisions of both agreements, constitute an Event of Default under
the other agreement) of which Bank has formally notified Borrower and
in respect of which Bank has chosen to exercise its right of recourse
against Borrower or any of the collateral securing either the Junior
Debt or the Senior Debt, any and all funds collected by Bank shall be
first applied to the repayment of the Obligations under the Senior
Debt and then, to the extent remaining, to the Obligations (as
defined in the Term Credit Agreement) under the Junior Debt.
Section 6.01 of the Loan Agreement is hereby deleted in its entirety
and replaced with the following:
6.01 Other Indebtedness. Incur, create, assume or suffer to
exist any Indebtedness, whether by way of loan or the issuance or
sale of securities except (a) Indebtedness in favor of Bank, (b)
unsecured accounts payable incurred in the ordinary course of
business which are not overdue or if overdue, are acceptable to Bank
and are being contested in good faith by appropriate proceedings, (c)
Indebtedness under that certain Senior Subordinated Bridge Note
Purchase Agreement dated December 31, 1998 between Borrower and First
Union Investors, Inc. to the extent such Indebtedness is subject to
that certain Subordination Agreement dated as of December 31, 1998
between First Union Investors, Inc. and Bank, (d) Permitted Hedging
Transactions (as defined in the Term Credit Agreement), and (e)
interest rate swap or other financial hedging agreements, in form and
substance and with a person acceptable to Bank.
Section 7.01(k) as follows is hereby added to the Loan Agreement:
(k) Any Event of Default (as that term is defined in the Term
Credit Agreement) under the Term Credit Agreement.
III. Extent of Amendments. This Fourth Amendment shall not be deemed to be
an amendment by Bank of any covenant, condition or obligation on the part of the
Borrower under the Loan Agreement, as amended hereby, except as expressly set
forth herein. In addition, this Fourth
2
<PAGE> 3
Amendment shall in no respect evidence any commitment by the Bank to grant any
future amendments of any covenant, condition or obligation on the part of the
Borrower under the Loan Agreement, as amended hereby. Any further amendments,
waivers or consents must be specifically agreed to in writing in accordance with
Section 8.12 of the Loan Agreement.
IV. Reaffirmation of Representations and Warranties. To induce the Bank
to enter into this Fourth Amendment, the Borrower hereby reaffirms, as of the
date hereof, its representations and warranties contained in Article IV of the
Loan Agreement and in all other documents executed pursuant thereto, and
additionally represents and warrants as follows:
A. The execution and delivery of this Fourth Amendment and the
performance of Borrower of its obligations under this Fourth
Amendment are within Borrower's power, have been duly authorized by
all necessary corporate action, have received all necessary
governmental approval (if any shall be required), and do not and will
not contravene or conflict with any provision of law or of the
charter or by-laws of the Borrower or of any agreement binding upon
Borrower.
B. This Fourth Amendment represents the legal, valid and binding
obligations of the Borrower enforceable against the Borrower in
accordance with its terms subject as to enforcement only to
bankruptcy, insolvency, reorganization, moratorium or other similar
laws affecting the enforcement of creditors' rights generally.
C. Since the date of the Loan Agreement, no change, event or state of
affairs has occurred and is continuing which would constitute an
event of default as described in Section 7.01 of the Loan Agreement.
V. Defined Terms. Terms used herein that are defined in the Loan
Agreement shall have the same meanings herein, unless the context otherwise
requires.
VI. Reaffirmation of Loan Agreement. This Fourth Amendment shall be
deemed to be an amendment to the Loan Agreement, and the Loan Agreement, as
amended hereby, is hereby ratified, adopted and confirmed in each and every
respect.
VII. Governing Law. THIS FOURTH AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS AND THE
APPLICABLE LAWS OF THE UNITED STATES OF AMERICA. This Fourth Amendment has
been entered into in Harris County, Texas, and it shall be performable for all
purposes in Harris County, Texas. Courts within the State of Texas shall have
jurisdiction over any and all disputes between the Borrower and the Bank,
whether in law or equity, including, but not limited to, any and all disputes
arising out of or relating to this Fourth Amendment or any other Loan Documents;
and venue in any such dispute whether in federal or state court shall be laid in
Harris County, Texas.
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VIII. Severability. Whenever possible each provision of this Fourth
Amendment shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Fourth Amendment shall be
prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Fourth Amendment.
IX. Execution in Counterparts. This Fourth Amendment may be executed in
any number of counterparts and by the different parties on separate counterparts
on different dates, and each such counterpart shall be deemed to be an original,
but all such counterparts shall together constitute but one and the same
agreement.
X. Section Captions. Section captions used in this Fourth Amendment are
for convenience of reference only, and shall not affect the construction of this
Fourth Amendment.
XI. Successors and Assigns. This Fourth Amendment shall be binding upon
the Borrower, the Bank and its respective successors and assigns, and shall
inure to the benefit of the Borrower, the Bank and the respective successors and
assigns of the Bank.
XII. Non-Application of Chapter 346 of Texas Finance Code. The provisions
of Chapter 346 of the Texas Finance Code are specifically declared by the
parties hereto not to be applicable to the Loan Agreement, this Fourth Amendment
or any of the other Loan Documents or to the transactions contemplated hereby.
XIII. Notice. EXCEPT FOR AGREEMENTS EMBODIED IN THE TERM CREDIT AGREEMENT
AND ITS RELATED INSTRUMENTS, THE LOAN AGREEMENT, AS HEREBY AMENDED, EMBODIES THE
ENTIRE AGREEMENT BETWEEN THE BORROWER AND THE BANK AND SUPERSEDES ALL PRIOR
PROPOSALS, AGREEMENTS AND UNDERSTANDINGS RELATING TO THE SUBJECT MATTER HEREOF.
THE BORROWER CERTIFIES THAT IT IS RELYING ON NO REPRESENTATION, WARRANTY,
COVENANT OR AGREEMENT EXCEPT FOR THOSE SET FORTH IN THE LOAN AGREEMENT, AS
HEREBY AMENDED, AND THE OTHER DOCUMENTS PREVIOUSLY EXECUTED IN CONNECTION
THEREWITH.
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IN WITNESS WHEREOF, the parties hereto have caused this Fourth
Amendment to be duly executed as of the day and year first above written.
BORROWER:
SAN JUAN PARTNERS, L.L.C.
By: O'Sullivan Oil & Gas Company, Inc.
Its Sole Manager
By:
-------------------------------
C.N. O'Sullivan
President
BANK:
BANK ONE, TEXAS, N.A.
By:
----------------------------------------
Steve Shatto
Vice President
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