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SCHEDULE 13D
Under the Securities Exchange Act of 1934
Texas Pacific Land Trust
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(Name of Issuer)
Sub-Share Certificates in Certificates of Proprietary Interest
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(Title of Class of Securities)
882610108
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(CUSIP Number)
Michael S. Paquette
Vice President and Controller
Fund American Enterprises Holdings, Inc.
The 1820 House,
Main Street,
Norwich, Vermont 05055-0850
(802) 649-3633
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 3, 1995
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(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 _____.
Check the following box if a fee is being paid with this statement X .
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(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto re-porting beneficial ownership of five percent or less of
such class. See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
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CUSIP NO. 882610108
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(1) Name of Reporting Person. S.S. or I.R.S. Identification No. of Above
Person
Fund American Enterprises Holdings, Inc.
94-2708455
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(2) Check the Appropriate Box if a Member (a) _______________________
of a Group (See Instructions)
(b) _______________________
(3) (SEC Use Only)
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(4) Source of Funds (See Instructions)
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e)
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(6) Citizenship or Place of Delaware
Organization --------
Number of Sub-Shares (7) Sole Voting Power
Beneficially Owned -----------------
by Each Reporting
Person With (8) Shared Voting Power
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310,100
(9) Sole Dispositive Power
----------------------
(10) Shared Dispositive Power
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310,100
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
310,100
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Sub-Shares (See
Instructions)
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(13) Percent of Class Represented by Amount in Row (11)
Approximately 10.1%
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(14) Type of Reporting Person (See Instructions) HC, CO
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CUSIP NO. 882610108
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(1) Name of Reporting Person. S.S. or I.R.S. Identification No. of Above
Person
Fund American Enterprises, Inc.
51-0328932
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(2) Check the Appropriate Box if a Member (a) _______________________
of a Group (See Instructions)
(b) _______________________
(3) (SEC Use Only)
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(4) Source of Funds (See Instructions)
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e)
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(6) Citizenship or Place of Delaware
Organization --------
Number of Sub-Shares (7) Sole Voting Power
Beneficially Owned -----------------
by Each Reporting
Person With (8) Shared Voting Power
-------------------
310,100
(9) Sole Dispositive Power
----------------------
(10) Shared Dispositive Power
------------------------
310,100
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
310,100
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Sub-Shares (See
Instructions)
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(13) Percent of Class Represented by Amount in Row (11)
Approximately 10.1%
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(14) Type of Reporting Person (See Instructions) CO
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Item 1. Security and Issuer.
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This statement on Schedule 13D relates to Sub-Share Certificates in
Certificates of Proprietary Interest, par value $0.16 2/3 ("Sub-Shares") of
Texas Pacific Land Trust ("TPL"), a Texas Trust. The address of the principal
executive office of TPL is 80 Broad Street, New York, New York 10004.
Item 2. Identity and Background.
------------------------
(a), (b), (c) and (f). This statement on Schedule 13D is filed by Fund
American Enterprises Holdings, Inc., a Delaware corporation ("FAEH"). FAEH is a
financial services holding company principally engaged, through its main
operating subsidiary, Source One Mortgage Services Corporation and its
subsidiaries ("Source One"), in the business of mortgage banking. Source One is
a wholly owned subsidiary of Fund American Enterprises, Inc. ("FAE"), which in
turn is a wholly owned subsidiary of FAEH. FAEH also owns a portfolio of
investment securities. The principle business and office address of FAEH (and
FAE) is The 1820 House, Main Street, Norwich, Vermont 05055-0850.
The name, business address, present principle occupation or employment
(and the name, principle business and address of any corporation or other
organization in which such employment is conducted) and citizenship of each
director and executive officer of FAEH and FAE is set forth on Schedule I,
attached hereto, and incorporated herein by reference.
(d) and (e). Neither FAEH, FAE and to the best knowledge of FAEH and
FAE, any of the persons listed on Schedule I, attached hereto, during the last
five years has been convicted in a criminal proceeding (excluding traffic
violations and similar misdemeanors) or was a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a result of which
any such person was or is subject to a judgement, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, Federal or state securities laws or finding any violation with respect to
such laws.
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Item 3. Source and Amount of Funds or Other Consideration.
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White River Corporation ("WRC") transferred 310,100 Sub-Shares to FAE at
$26.875 in partial satisfaction of indebtedness due to FAE. WRC was formerly a
wholly owned subsidiary of FAEH.
Item 4. Purpose of Transaction.
-----------------------
FAEH is holding the Sub-Shares for investment purposes and has no
present plans or proposals which relate to , or would result in, any of the
actions described in Item 4(a) through 4(j).
Item 5. Interest in Securities of the Issuer.
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(a) FAEH owns all 310,100 Sub-Shares indirectly through FAE. The
aggregate number of Sub-Shares and the corresponding percentage of the
outstanding Sub-Shares such number represents is as follows:
<TABLE>
<CAPTION>
Percentage of
Sub-Shares Sub-Shares
Beneficially Beneficially
Person Owned Owned
------ ------------ -------------
<S> <C> <C>
FAEH 310,100 10.1%
FAE 310,100 10.1%
</TABLE>
(b) FAEH shares voting power and dispositive power with respect to its
310,100 Sub-Shares with FAE.
(c) None
(d) None
(e) Not Applicable
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
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to Securities of the Issuer.
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There are no contracts, arrangements, understandings or relationships
(legal or otherwise) among the persons named in Item 2 or to the best knowledge
of FAEH or FAE, between any of the persons named in Item 2 and any other
persons with respect to Sub-Shares of TPL.
Item 7. Material to be Filed as Exhibits.
---------------------------------
None.
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SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of
the undersigned, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Dated: July 13, 1995
FUND AMERICAN ENTERPRISES HOLDINGS, INC.
BY: /S/
-----------------------------------
Name: Michael S. Paquette
Title: Vice President and
Controller
FUND AMERICAN ENTERPRISES, INC.
BY: /S/
-----------------------------------
Name: Terry L. Baxter
Title: President and Secretary
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SCHEDULE I TO SCHEDULE 13D
--------------------------
Following is a list of the directors and executive officers of Fund
American Enterprises Holdings, Inc. ("FAEH"), and Fund American Enterprises,
Inc. ("FAE") setting forth the business address and present principal occupation
or employment (and the name, principal business and address of any corporation
or organization in which such employment is conducted) of each such person.
Each such person is a citizen of the United States of America.
<TABLE>
<CAPTION>
Present
Name and Principal Occupation
Business Address Office or Employment
- ---------------- ------ --------------------
<S> <C> <C>
FAEH
Dennis P. Beaulieu Corporate Secretary Corporate Secretary
Fund American Enterprises of FAEH of FAEH
Holdings, Inc.
The 1820 House, Main Street
Norwich VT 05055-0850
John J. Byrne Chairman of the Board, Chairman of the Board,
Fund American Enterprises President & Chief President & Chief
Holdings, Inc. Executive Officer of Executive Officer of
The 1820 House, Main Street FAEH, Chairman of the FAEH
Norwich VT 05055-0850 Board of FAE
Howard L. Clark Director Retired
200 Park Avenue, Suite 4501 of FAEH
New York NY 10166
Howard L. Clark, Jr. Director Vice Chairman of Lehman
Lehman Brothers Holdings of FAEH Brothers Holdings Inc.
Inc.
American Express Tower
New York NY 10128
Robert P. Cochran Director President & Chief
Financial Security of FAEH Executive Officer of
Assurance Financial Security
Holdings, Ltd. Assurance
350 Park Avenue Holdings, Ltd.
New York NY 10022
George J. Gillespie, III Director Partner in Cravath,
Cravath, Swaine & Moore of FAEH Swaine & Moore
825 Eighth Avenue
New York NY 10019
K. Thomas Kemp Executive Vice President Executive Vice President
Fund American Enterprises of FAEH, Director of of FAEH
Holdings, Inc. FAEH and FAE
The 1820 House, Main Street
Norwich VT 05055-0850
Gordon S. Macklin Director Chairman of White River
8212 Burning Tree Road of FAEH Corporation
Bethesda MD 20817
</TABLE>
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SCHEDULE I TO SCHEDULE 13D (cont.)
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<TABLE>
<CAPTION>
Present
Name and Principal Occupation
Business Address Office or Employment
- ---------------- ------ -----------------------
<S> <C> <C>
FAEH
Michael S. Paquette Vice President & Vice President &
Fund American Enterprises Controller of FAEH, Controller of FAEH
Holdings, Inc. Director of FAE
The 1820 House, Main Street
Norwich VT 05055-0850
Allan L. Waters Senior Vice President & Senior Vice President &
Fund American Enterprises Chief Financial Officer Chief Financial Officer
Holdings, Inc. of FAEH, Director of of FAEH
The 1820 House, Main Street FAE
Norwich VT 05055-0850
Arthur Zankel Director Co-Managing Partner
First Manhattan Co. of FAEH First Manhattan Co.
437 Madison Ave.
New York NY 10022
FAE
Terry L. Baxter President & Secretary President & Secretary
Fund American Enterprises, of FAE, Director of FAE of FAE
Inc.
The 1820 House, Main Street
Norwich VT 05055-0850
</TABLE>
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