-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, I/jk41EMT31yPWrtRg3sFp3/dQ4iC+hotqYObDy2sPsz/XZiVSCV1Nv51SyV8RlF YRKDYFL5wXJFGc/Zvv1zxQ== 0000897423-96-000061.txt : 19960724 0000897423-96-000061.hdr.sgml : 19960724 ACCESSION NUMBER: 0000897423-96-000061 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960723 SROS: NYSE GROUP MEMBERS: ALGENPAR, INC. GROUP MEMBERS: ALPINE CAPITAL LP GROUP MEMBERS: ALPINE CAPITAL, L.P. GROUP MEMBERS: ANNE T. BASS GROUP MEMBERS: BASS FOUNDATION GROUP MEMBERS: J. TAYLOR CRANDALL GROUP MEMBERS: ROBERT M. BASS GROUP MEMBERS: ROBERT W. BRUCE III GROUP MEMBERS: THE ANNE T. AND ROBERT M. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MESA ROYALTY TRUST/TX CENTRAL INDEX KEY: 0000313364 STANDARD INDUSTRIAL CLASSIFICATION: OIL ROYALTY TRADERS [6792] IRS NUMBER: 746284806 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-30270 FILM NUMBER: 96597496 BUSINESS ADDRESS: STREET 1: 712 MAIN STREET CITY: HOUSTON STATE: TX ZIP: 77210 BUSINESS PHONE: 7132165100 MAIL ADDRESS: STREET 1: P O BOX 4717 CITY: HOUSTON STATE: TX ZIP: 77210 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ALPINE CAPITAL LP CENTRAL INDEX KEY: 0000911382 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 201 MAIN ST STE 3100 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 817-390-8500 SC 13D/A 1 MESA ROYALTY TRUST SCHEDULE 13D. AMEND. NO. 9 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D** Under the Securities Exchange Act of 1934 (Amendment No. 9)* Mesa Royalty Trust (Name of Issuer) Units of Beneficial Interest (Title of Class of Securities) 590660106 (Cusip Number) J. Taylor Crandall 201 Main Street, Suite 3100 Fort Worth, Texas 76102 (817) 390-8500 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 19, 1996 (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 the statement [ ]. *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. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). **The total number of units reported herein is 704,400 units, which constitutes approximately 37.8% of the total number of units outstanding. All ownership percentages set forth herein assume that there are 1,863,590 units outstanding. 1. Name of Reporting Person: Alpine Capital, L.P. 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: WC 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: Texas 7. Sole Voting Power: 654,616 (1) Number of Units Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 654,616 (1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 654,616 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Units: / / 13. Percent of Class Represented by Amount in Row (11): 35.1% 14. Type of Reporting Person: PN - ------------ (1) Power is exercised through its two general partners, Robert W. Bruce III and Algenpar, Inc. 1. Name of Reporting Person: Robert W. Bruce III 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: Not Applicable 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: USA 7. Sole Voting Power: -0- Number of Units Beneficially 8. Shared Voting Power: 704,400 (1) Owned By Each Reporting 9. Sole Dispositive Power: -0- Person With 10. Shared Dispositive Power: 704,400 (1) 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 704,400 (1) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Units: / / 13. Percent of Class Represented by Amount in Row (11): 37.8% 14. Type of Reporting Person: IN - ------------- (1) Solely in his capacity as one of two general partners of Alpine Capital, L.P., with respect to 654,616 units, and in his capacity as a principal of The Robert Bruce Management Co., Inc., which has shared investment discretion over units owned by The Anne T. and Robert M. Bass Foundation, with respect to 49,784 units. 1. Name of Reporting Person: Algenpar, Inc. 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: Not Applicable 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: Texas 7. Sole Voting Power: -0- Number of Units Beneficially 8. Shared Voting Power: 654,616 (1)(2) Owned By Each Reporting 9. Sole Dispositive Power: -0- Person With 10. Shared Dispositive Power: 654,616 (1)(2) 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 654,616 (2) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Units: / / 13. Percent of Class Represented by Amount in Row (11): 35.1% 14. Type of Reporting Person: CO - ------------ (1) Power is exercised through its President, J. Taylor Crandall. (2) Solely in its capacity as one of two general partners of Alpine Capital, L.P. 1. Name of Reporting Person: J. Taylor Crandall 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: Not Applicable 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: USA 7. Sole Voting Power: -0- Number of Units Beneficially 8. Shared Voting Power: 704,400 (1) Owned By Each Reporting 9. Sole Dispositive Power: -0- Person With 10. Shared Dispositive Power: 704,400 (1) 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 704,400 (1) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Units: / / 13. Percent of Class Represented by Amount in Row (11): 37.8% 14. Type of Reporting Person: IN - ------------ (1) Solely in his capacity as President and sole stockholder of Algenpar, Inc., which is one of two general partners of Alpine Capital, L.P., with respect to 654,616 units, and in his capacity as a director of The Anne T. and Robert M. Bass Foundation, with respect to 49,784 units. 1. Name of Reporting Person: The Anne T. and Robert M. Bass Foundation 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: Working Capital 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: Texas 7. Sole Voting Power: 49,784 (1) Number of Units Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 49,784 (1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 49,784 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Units: / / 13. Percent of Class Represented by Amount in Row (11): 2.7% 14. Type of Reporting Person: CO - ------------ (1) Power is exercised through its three directors, Anne T. Bass, Robert M. Bass and J. Taylor Crandall and through Robert W. Bruce III in his capacity as a principal of The Robert Bruce Management Co., Inc., which has shared investment discretion over units owned by The Anne T. and Robert M. Bass Foundation. 1. Name of Reporting Person: Anne T. Bass 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: Not Applicable 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: USA 7. Sole Voting Power: -0- Number of Units Beneficially 8. Shared Voting Power: 49,784 (1) Owned By Each Reporting 9. Sole Dispositive Power: -0- Person With 10. Shared Dispositive Power: 49,784 (1) 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 49,784 (1) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Units: / / 13. Percent of Class Represented by Amount in Row (11): 2.7% 14. Type of Reporting Person: IN - ------------ (1) Solely in her capacity as a director of The Anne T. and Robert M. Bass Foundation. 1. Name of Reporting Person: Robert M. Bass 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: Not Applicable 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: USA 7. Sole Voting Power: -0- Number of Units Beneficially 8. Shared Voting Power: 49,784 (1) Owned By Each Reporting 9. Sole Dispositive Power: -0- Person With 10. Shared Dispositive Power: 49,784 (1) 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 49,784 (1) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Units: / / 13. Percent of Class Represented by Amount in Row (11): 2.7% 14. Type of Reporting Person: IN - ------------ (1) Solely in his capacity as a director of The Anne T. and Robert M. Bass Foundation. Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Act"), the undersigned hereby amend their Schedule 13D Statement dated June 25, 1993, as amended by Amendment No. 1 dated February 24, 1994, Amendment No. 2 dated August 30, 1994, Amendment No. 3 dated August 10, 1995, Amendment No. 4 dated November 10, 1995, Amendment No. 5 dated December 15, 1995, Amendment No. 6 dated January 8, 1996, Amendment No. 7 dated February 22, 1996 and Amendment No. 8 dated May 15, 1996 (as amended, the "Schedule 13D"), relating to the Units of Beneficial Interest of Mesa Royalty Trust. Item 1. SECURITY AND ISSUER. No material change. Item 2. IDENTITY AND BACKGROUND. No material change. Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Item 3 is hereby amended in its entirety as follows: The source and amount of the funds used by the Reporting Persons to purchase Units are as follows: REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS Alpine Working Capital(1) $25,751,308.86 Bruce Not Applicable Not Applicable Algenpar Not Applicable Not Applicable Crandall Not Applicable Not Applicable Foundation Working Capital(1) $ 1,942,776.54 A. Bass Not Applicable Not Applicable R. Bass Not Applicable Not Applicable (1) As used herein, the term "Working Capital" includes income from the business operations of the entity plus sums borrowed from banks and brokerage firm margin accounts to operate such business in general. None of the funds reported herein as"Working Capital" were borrowed or otherwise obtained for the specific purpose of acquiring, handling, trading or voting the Stock. Item 4. PURPOSE OF TRANSACTION. No material change. Item 5. INTEREST IN SECURITIES OF THE ISSUER. Paragraphs (a) and (b) of Item 5 are hereby amended in their entireties as follows: (a) ALPINE The aggregate number of Units that Alpine owns beneficially, pursuant to Rule 13d-3(d)(1)(i) of the Act, is 654,616, which constitutes approximately 35.1% of the outstanding Units. BRUCE Because of his position as one of two general partners of Alpine and as principal of Bruce Management (which has shared investment discretion over the Units owned by the Foundation), Bruce may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 704,400 Units, which constitutes approximately 37.8% of the outstanding Units. ALGENPAR Because of its position as one of two general partners of Alpine, Algenpar may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 654,616 Units, which constitutes approximately 35.1% of the outstanding Units. CRANDALL Because of his positions as President and sole stockholder of Algenpar, one of two general partners of Alpine, and a director of Foundation, Crandall may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 704,400 Units, which constitutes approximately 37.8% of the outstanding Units. FOUNDATION The aggregate number of Units that Foundation owns beneficially, pursuant to Rule 13d-3(d)(1)(i) of the Act, is 49,784, which constitutes approximately 2.7% of the outstanding Units. A. BASS Because of her position as a director of Foundation, A. Bass may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 49,784 Units, which constitutes approximately 2.7% of the outstanding Units. R. BASS Because of his position as a director of Foundation, R. Bass may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 49,784 Units, which constitutes approximately 2.7% of the outstanding Units. To the best of the knowledge of each of the Reporting Persons, other than as set forth above, none of the persons named in Item 2 herein is the beneficial owner of any Units. (b) ALPINE Acting through its two general partners, Alpine has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 654,616 Units. BRUCE As one of two general partners of Alpine, Bruce has shared power to vote or to direct the vote and to dispose or to direct the disposition of 654,616 Units. As principal of Bruce Management (which exercises shared investment discretion over the Units owned by the Foundation), Bruce has shared power to vote or to direct the vote and to dispose or to direct the disposition of 49,784 Units. ALGENPAR As one of two general partners of Alpine, Algenpar has shared power to vote or to direct the vote and to dispose or to direct the disposition of 654,616 Units. CRANDALL As the President and sole stockholder of Algenpar, which is one of two general partners of Alpine, Crandall has shared power to vote or to direct the vote and to dispose or to direct the disposition of 654,616 Units. As one of three directors of Foundation, Crandall has shared power to vote or to direct the vote and to dispose or to direct the disposition of 49,784 Units. FOUNDATION Acting through its three directors and Bruce (as principal of Bruce Management which exercises shared investment discretion over the Units owned by the Foundation), Foundation has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 49,784 Units. A. BASS As one of three directors of Foundation, A. Bass has shared power to vote or to direct the vote and to dispose or to direct the disposition of 49,784 Units. R. BASS As one of three directors of Foundation, R. Bass has shared power to vote or to direct the vote and to dispose or to direct the disposition of 49,784 Units. (c) Since the most recent filing on Schedule 13D, Alpine has purchased Units in open market transactions on the New York Stock Exchange, as follows: NO. OF UNITS PRICE PER DATE PURCHASED UNIT 06-11-96 9,600 $42.85 07-05-96 2,500 45.05 07-15-96 3,000 45.97 07-19-96 6,200 47.59 07-22-96 1,000 48.08 Except as set forth in this paragraph (c), to the best of the knowledge of each of the Reporting Persons, none of the persons named in response to paragraph (a) has effected any transactions in the Units since the most recent filing on Schedule 13D. (d)- (e) No material change. Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. No material change. Item 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(f)(1)(iii). 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. DATED: July 22, 1996 ALPINE CAPITAL, L.P. By: /s/ Robert W. Bruce III Robert W. Bruce III, Manager /s/ Robert W. Bruce ROBERT W. BRUCE III ALGENPAR, INC. By: /s/ J. Taylor Crandall J. Taylor Crandall, President /s/ J. Taylor Crandall J. TAYLOR CRANDALL /s/ W. R. Cotham W. R. Cotham, Attorney-in-Fact for: THE ANNE T. AND ROBERT M. BASS FOUNDATION (1) ANNE T. BASS (2) ROBERT M. BASS (3) (1) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf of The Anne T. and Robert M. Bass Foundation previously has been filed with the Securities and Exchange Commission. (2) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf of Anne T. Bass previously has been filed with the Securities and Exchange Commission. (3) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf of Robert M. Bass previously has been filed with the Securities and Exchange Commission. EX-99.1 2 JOINT FILING AGREEMENT FOR SCHED. 13D AMEND. NO. 9 Exhibit 99.1 Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the undersigned agrees that the statement to which this Exhibit is attached is filed on behalf of each of them in the capacities set forth below. ALPINE CAPITAL, L.P. By: /s/ Robert W. Bruce III Robert W. Bruce III, Manager /s/ Robert W. Bruce III ROBERT W. BRUCE III ALGENPAR, INC. By: /s/ J. Taylor Crandall J. Taylor Crandall, President /s/ J. Taylor Crandall J. TAYLOR CRANDALL /s/ W. R. Cotham W. R. Cotham, Attorney-in-Fact for: THE ANNE T. AND ROBERT M. BASS FOUNDATION (1) ANNE T. BASS (2) ROBERT M. BASS (3) (1) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf of The Anne T. and Robert M. Bass Foundation previously has been filed with the Securities and Exchange Commission. (2) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf of Anne T. Bass previously has been filed with the Securities and Exchange Commission. (3) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf of Robert M. Bass previously has been filed with the Securities and Exchange Commission. -----END PRIVACY-ENHANCED MESSAGE-----