-----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, RVp48h0PeIAON0yHDdLS96pREs4ZD9IRAqCvPQpj654m7zkr7vcmVQR1xW40ikap H34qp7523apfaFTAR0/0Pw== 0000897423-96-000055.txt : 19960709 0000897423-96-000055.hdr.sgml : 19960709 ACCESSION NUMBER: 0000897423-96-000055 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960708 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: BP PRUDHOE BAY ROYALTY TRUST CENTRAL INDEX KEY: 0000850033 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 136943724 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-40707 FILM NUMBER: 96591855 BUSINESS ADDRESS: STREET 1: C/O BANKOF NEW YORK STREET 2: 101 BARCLAY ST., 21ST FLOOR WEST CITY: NEW YORK STATE: NY ZIP: 10286 BUSINESS PHONE: 2128155084 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 BUSINESS ADDRESS: STREET 1: 201 MAIN ST STE 3100 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 817-390-8500 SC 13D 1 BP PRUDHOE BAY ROYALTY TRUST SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D** Under the Securities Exchange Act of 1934 (Amendment No. )* BP Prudhoe Bay Royalty Trust (Name of Issuer) Units of Beneficial Interest (Title of Class of Securities) 055630107 (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) June 28, 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 [X]. *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 1,228,700 units, which constitutes approximately 5.7% of the total number of units outstanding. All ownership percentages set forth herein assume that there are 21,400,000 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: 1,108,200 (1) Number of Units Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 1,108,200 (1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,108,200 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Units: / / 13. Percent of Class Represented by Amount in Row (11): 5.2% 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: 1,228,700 (1) Owned By Each Reporting 9. Sole Dispositive Power: -0- Person With 10. Shared Dispositive Power: 1,228,700 (1) 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,228,700 (1) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Units: / / 13. Percent of Class Represented by Amount in Row (11): 5.7% 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 1,108,200 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 120,500 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: 1,108,200 (1)(2) Owned By Each Reporting 9. Sole Dispositive Power: -0- Person With 10. Shared Dispositive Power: 1,108,200 (1)(2) 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,108,200 (2) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Units: / / 13. Percent of Class Represented by Amount in Row (11): 5.2% 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: 1,228,700 (1) Owned By Each Reporting 9. Sole Dispositive Power: -0- Person With 10. Shared Dispositive Power: 1,228,700 (1) 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,228,700 (1) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Units: / / 13. Percent of Class Represented by Amount in Row (11): 5.7% 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 1,108,200 Units, and in his capacity as a director of The Anne T. and Robert M. Bass Foundation, with respect to 120,500 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: 120,500 (1) Number of Units Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 120,500 (1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 120,500 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Units: / / 13. Percent of Class Represented by Amount in Row (11): 0.6% 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: 120,500 (1) Owned By Each Reporting 9. Sole Dispositive Power: -0- Person With 10. Shared Dispositive Power: 120,500 (1) 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 120,500 (1) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Units: / / 13. Percent of Class Represented by Amount in Row (11): 0.6% 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: 120,500 (1) Owned By Each Reporting 9. Sole Dispositive Power: -0- Person With 10. Shared Dispositive Power: 120,500 (1) 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 120,500 (1) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Units: / / 13. Percent of Class Represented by Amount in Row (11): 0.6% 14. Type of Reporting Person: IN - ------------ (1) Solely in his capacity as a director of The Anne T. and Robert M. Bass Foundation. Item 1. SECURITY AND ISSUER. This statement relates to Units of Beneficial Interest (the "Units") of BP Prudhoe Bay Royalty Trust (the "Issuer"). The principal executive offices of the Issuer are located at c/o Bank of New York, 101 Barclay Street, 21st Floor West, New York, New York 10286. Item 2. IDENTITY AND BACKGROUND. (a) Pursuant to Rules 13d-1(f)(1)-(2) of Regulation 13D-G of the General Rules and Regulations under the Act, the undersigned hereby file this Schedule 13D Statement on behalf of Alpine Capital, L.P., a Texas limited partnership ("Alpine"), Robert W. Bruce III ("Bruce"), Algenpar, Inc., a Texas corporation ("Algenpar"), J. Taylor Crandall ("Crandall"), The Anne T. and Robert M. Bass Foundation ("Foundation"), Anne T. Bass ("A. Bass"), and Robert M. Bass ("R. Bass"). Alpine, Bruce, Algenpar, Crandall, Foundation, A. Bass and R. Bass are sometimes hereinafter collectively referred to as the "Reporting Persons." The Reporting Persons are making this single, joint filing because they may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Act, although neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that a group exists. (b) - (c) ALPINE Alpine is a Texas limited partnership, the principal business of which is the purchase, sale, exchange, acquisition and holding of investment securities. The principal business address of Alpine, which also serves as its principal office, is 201 Main Street, Suite 3100, Fort Worth, Texas 76102. Pursuant to Instruction C to Schedule 13D of the Act, information with respect to Bruce and Algenpar, the two general partners of Alpine, is set forth below. BRUCE Bruce's principal occupation or employment is serving as a principal of The Robert Bruce Management Co., Inc. ("Bruce Management"). Bruce's residence address is 934 Weed Street, New Canaan, Connecticut 06840. Bruce Management is a New York corporation, the principal business of which is providing consulting services and rendering investment advice to Alpine. The principal business address of Bruce Management, which also serves as its principal office, is P.O. Box 252, South Salem, New York 10590. ALGENPAR Algenpar is a Texas corporation, the principal business of which is serving as one of two general partners of Alpine. The principal business address of Algenpar, which also serves as its principal office, is 201 Main Street, Suite 3100, Fort Worth, Texas 76102. CRANDALL Crandall's principal occupation or employment is serving as Vice President- Finance of Keystone, Inc. ("Keystone"). Crandall's business address is 201 Main Street, Suite 3100, Fort Worth, Texas 76102. Keystone is a Texas corporation, the principal businesses of which are investment in marketable securities, real estate investment and development, ownership and operation of oil and gas properties (through Bass Enterprises Production Co. ["BEPCO"]), the ownership and operation of gas processing plants and carbon black plants (through various partnerships) and the ownership of interests in entities engaged in a wide variety of businesses. The principal business address of Keystone, which also serves as its principal office, is 201 Main Street, Suite 3100, Fort Worth, Texas 76012. BEPCO is a Texas corporation, the principal business of which is oil exploration and drilling and producing hydrocarbons. The principal business address of BEPCO, which also serves as its principal office, is 201 Main Street, Suite 3100, Fort Worth, Texas 76102. FOUNDATION Foundation is a Texas non-profit corporation. The principal business address of the Foundation, which also serves as its principal office, is 201 Main Street, Suite 3100, Fort Worth, Texas 76102. A. BASS A. Bass's residence address is 6221 Westover Drive, Fort Worth, Texas 76107, and she is not presently employed. R. BASS R. Bass's principal occupation or employment is serving as President of Keystone, Inc. R. Bass's business address is 201 Main Street, Suite 3100, Fort Worth, Texas 76102. (d) None of the entities or persons identified in this Item 2 has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of the entities or persons identified in this Item 2 has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, 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. (f) All of the natural persons identified in this Item 2 are citizens of the United States of America. Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. 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) $17,098,714.41 Bruce Not Applicable Not Applicable Algenpar Not Applicable Not Applicable Crandall Not Applicable Not Applicable Foundation Working Capital(1) $ 1,749,512.55 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 Units. Item 4. PURPOSE OF TRANSACTION. The Reporting Persons acquired and continue to hold the Units reported herein for investment purposes. Depending on market conditions and other factors that each of the Reporting Persons may deem material to its investment decision, such Reporting Person may purchase additional Units in the open market or in private transactions. Depending on these same factors, such Reporting Person may sell all or a portion of the Units on the open market or in private transactions. Except as set forth in this Item 4, the Reporting Persons have no present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Act. Item 5. INTEREST IN SECURITIES OF THE ISSUER. (a) ALPINE The aggregate number of Units that Alpine owns beneficially, pursuant to Rule 13d-3(d)(1)(i) of the Act, is 1,108,200, which constitutes approximately 5.2% 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 1,228,700 Units, which constitutes approximately 5.7% 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 1,108,200 Units, which constitutes approximately 5.2% 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 1,228,700 Units, which constitutes approximately 5.7% 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 120,500, which constitutes approximately 0.6% 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 120,500 Units, which constitutes approximately 0.6% 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 120,500 Units, which constitutes approximately 0.6% 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 1,108,200 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 1,108,200 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 120,500 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 1,108,200 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 1,108,200 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 120,500 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 120,500 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 120,500 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 120,500 Units. (c) During the past sixty days, Alpine has purchased Units in open market transactions on the New York Stock Exchange, as follows: NO. OF UNITS PRICE PER DATE PURCHASED UNIT 05/08/96 5,000 $15.55 05/20/96 16,100 15.55 05/21/96 14,500 15.44 05/22/96 9,400 15.79 05/24/96 8,500 15.69 05/31/96 16,700 15.31 06/03/96 6,000 15.19 06/04/96 5,800 15.19 06/06/96 19,100 15.10 06/12/96 23,100 14.85 06/17/96 15,500 14.93 06/17/96 23,400 14.87 06/18/96 15,000 14.93 06/19/96 24,000 14.68 06/21/96 10,000 14.56 06/24/96 6,000 14.81 06/26/96 20,000 14.74 06/28/96 75,000 14.78 07/01/96 74,800 15.11 07/02/96 300 15.05 07/03/96 16,900 15.43 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 during the past 60 days. (d) Each of the Reporting Persons affirms that no person other than such Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Units owned by such Reporting Person. (e) Not applicable. Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Except as set forth herein or in the Exhibit filed or to be filed herewith, there are no contracts, arrangements, understandings or relationships with respect to the Units owned by the Reporting Persons. 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 8, 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. EXHIBIT INDEX EXHIBIT DESCRIPTION 99.1 Agreement and Power of Attorney pursuant to Rule 13d-1(f)(1)(iii), filed herewith EX-99.1 2 JOINT FILING AGRMT AND POWER OF ATTORNEY FOR SCHED. 13D Exhibit 99.1 1. Joint Filing. 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. 2. Power of Attorney. Know all persons by these presents that each person whose signature appears below constitutes and appoints W. Robert Cotham, Mark L. Hart, Jr. and William P. Hallman, Jr., and each of them, as his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities, to sign any and all amendments to the Schedule 13D and any reports filed pursuant to Section 16 of the Securities Exchange Act of 1934, filed on behalf of each of them with respect to their beneficial ownership of BP Prudhoe Bay Royalty Trust, and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or such person or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. 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-----