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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number 1-8033
PERMIAN BASIN ROYALTY TRUST
(Exact Name of Registrant as Specified in the Permian Basin Royalty Trust
Indenture)
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Texas 75-6280532
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
Bank of America, N.A.
Trust Department
P.O. Box 830650
Dallas, Texas 75202
(Address of Principal Executive
Offices; Zip Code)
(Registrant's Telephone Number, Including Area Code)
(214) 209-2400
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
Name of Each Exchange on
Title of Each Class Which Registered
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Units of Beneficial Interest New York Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: None
Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
At March 1, 2001, there were 46,608,796 Units of Beneficial Interest of the
Trust outstanding with an aggregate market value on that date of $305,287,614.
DOCUMENTS INCORPORATED BY REFERENCE
"Units of Beneficial Interest" at page 1; "Trustee's Discussion and
Analysis for the Three-Year Period Ended December 31, 2000" at pages 7 through
8; "Results of the 4th Quarters of 2000 and 1999" at pages 8 through 9; and
"Statements of Assets, Liabilities and Trust Corpus," "Statements of
Distributable Income," "Statements of Changes in Trust Corpus," "Notes to
Financial Statements" and "Independent Auditors' Report" at page 10 et seq., in
registrant's Annual Report to security holders for fiscal year ended December
31, 2000 are incorporated herein by reference for Item 5, Item 7 and Item 8 of
Part II of this Report.
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TABLE OF CONTENTS
Page
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PART I .......................................................................1
ITEM 1. Business ...................................................1
ITEM 2. Properties .................................................3
PRODUCING ACREAGE, WELLS AND DRILLING ....................3
OIL AND GAS PRODUCTION ...................................4
PRICING INFORMATION ......................................5
OIL AND GAS RESERVES .....................................5
REGULATION ...............................................8
Federal Natural Gas Regulation ..............8
State Regulation ............................9
Other Regulation ............................9
ITEM 3. Legal Proceedings ..........................................9
ITEM 4. Submission of Matters to a Vote of Security Holders ........9
PART II ......................................................................9
ITEM 5. Market for Units of the Trust and Related Security Holder
Matters ..................................................9
ITEM 6. Selected Financial Data ....................................9
ITEM 7. Management's Discussion and Analysis of Financial
Condition and Results of Operation .......................9
ITEM 7A. Quantitative and Qualitative Disclosures about Market
Risk .....................................................9
ITEM 8. Financial Statements and Supplementary Data ...............10
ITEM 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure .....................10
PART III ....................................................................10
ITEM 10. Directors and Executive Officers of the Registrant ........10
ITEM 11. Executive Compensation ....................................10
ITEM 12. Security Ownership of Certain Beneficial Owners and
Management ..............................................11
ITEM 13. Certain Relationships and Related Transactions ............12
PART IV .....................................................................13
ITEM 14. Exhibits, Financial Statement Schedules and Reports on
Form 8-K ................................................13
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FORWARD LOOKING INFORMATION
Certain information included in this report contains, and other
materials filed or to be filed by the Trust with the Securities and Exchange
Commission (as well as information included in oral statements or other written
statements made or to be made by the Trust) may contain or include, forward
looking statements within the meaning of Section 21E of the Securities Exchange
Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as
amended. Such forward looking statements may be or may concern, among other
things, capital expenditures, drilling activity, development activities,
production efforts and volumes, hydrocarbon prices and the results thereof, and
regulatory matters. Although the Trustee believes that the expectations
reflected in such forward looking statements are reasonable, such expectations
are subject to numerous risks and uncertainties and the Trustee can give no
assurance that they will prove correct. There are many factors, none of which is
within the Trustee's control, that may cause such expectations not to be
realized, including, among other things, factors such as actual oil and gas
prices and the recoverability of reserves, capital expenditures, general
economic conditions, actions and policies of petroleum-producing nations and
other changes in the domestic and international energy markets. Such forward
looking statements generally are accompanied by words such as "estimate,"
"expect," "anticipate," "goal," "should," "assume," "believe," or other words
that convey the uncertainty of future events or outcomes.
PART I
ITEM 1. BUSINESS
The Permian Basin Royalty Trust (the "Trust") is an express trust created
under the laws of the state of Texas by the Permian Basin Royalty Trust
Indenture (the "Trust Indenture") entered into on November 3, 1980, between
Southland Royalty Company ("Southland Royalty") and The First National Bank of
Fort Worth, as Trustee. Bank of America, N.A., a banking association organized
under the laws of the United States, as the successor of The First National Bank
of Fort Worth, is now the Trustee of the Trust. The principal office of the
Trust (sometimes referred to herein as the "Registrant") is located at 901 Main
Street, Dallas, Texas (telephone number 214/209-2400).
On October 23, 1980, the stockholders of Southland Royalty approved and
authorized that company's conveyance of net overriding royalty interests
(equivalent to net profits interests) to the Trust for the benefit of the
stockholders of Southland Royalty of record at the close of business on the date
of the conveyance consisting of a 75% net overriding royalty interest carved out
of that company's fee mineral interests in the Waddell Ranch properties in Crane
County, Texas and a 95% net overriding royalty interest carved out of that
company's major producing royalty properties in Texas. The conveyance of these
interests (the "Royalties") was made on November 3, 1980, effective as to
production from and after November 1, 1980 at 7:00 a.m. The properties and
interests from which the Royalties were carved and which the Royalties now
burden are collectively referred to herein as the "Underlying Properties." The
Underlying Properties are more particularly described under "Item 2. Properties"
herein.
The function of the Trustee is to collect the income attributable to the
Royalties, to pay all expenses and charges of the Trust, and then distribute the
remaining available income to the Unit holders. The Trust is not empowered to
carry on any business activity and has no employees, all administrative
functions being performed by the Trustee.
The Royalties constitute the principal asset of the Trust and the
beneficial interests in the Royalties are divided into that number of Units of
Beneficial Interest (the "Units") of the Trust equal to the number of shares of
the common stock of Southland Royalty outstanding as of the close of business on
November 3, 1980. Each stockholder of Southland Royalty of record at the close
of business on November 3, 1980, received one Unit for each share of the common
stock of Southland Royalty then held.
In 1985, Southland Royalty became a wholly-owned subsidiary of Burlington
Northern Inc. ("BNI"). In 1988, BNI transferred its natural resource operations
to Burlington Resources Inc. ("BRI") as a result of which Southland Royalty
became a wholly-owned indirect subsidiary of BRI. As a result of these
transactions, El Paso Natural Gas Company ("El Paso") also became an indirect
subsidiary of BRI. In March 1992, El Paso completed an initial public offering
of 5,750,000 newly issued shares of El Paso common stock, thereby decreasing
BRI's ownership of El Paso to approximately eighty-five percent (85%). On June
30, 1992, BRI distributed all of the shares of El Paso common
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stock owned by BRI to BRI's stockholders of record as of June 15, 1992. See
"Pricing Information" under "ITEM 2. Properties" herein.
Effective January 1, 1996, Southland Royalty, a wholly-owned subsidiary
of Meridian Oil Inc. ("MOI") was merged with and into MOI, by which action the
separate corporate existence of Southland Royalty ceased and MOI survived and
succeeded to the ownership of all of the assets of Southland Royalty and has
assumed all of its rights, powers and privileges, and all of its liabilities and
obligations. In 1996, MOI changed its name to Burlington Resources Oil & Gas
Company ("BROG").
The term "net proceeds" as used in the above described conveyance means
the excess of "gross proceeds" received by BROG during a particular period over
"production costs" for such period. "Gross proceeds" means the amount received
by BROG (or any subsequent owner of the Underlying Properties) from the sale of
the production attributable to the Underlying Properties, subject to certain
adjustments. "Production costs" means, generally, costs incurred on an accrual
basis in operating the Underlying Properties, including both capital and
non-capital costs; for example, development drilling, production and processing
costs, applicable taxes, and operating charges. If production costs exceed gross
proceeds in any month, the excess is recovered out of future gross proceeds
prior to the making of further payment to the Trust, but the Trust is not liable
for any production costs or liabilities attributable to these properties and
interests or the minerals produced therefrom. If at any time the Trust receives
more than the amount due from the Royalties, it shall not be obligated to return
such overpayment, but the amounts payable to it for any subsequent period shall
be reduced by such overpaid amount, plus interest, at a rate specified in the
conveyance.
To the extent it has the legal right to do so, BROG is responsible for
marketing the production from such properties and interests, either under
existing sales contracts or under future arrangements at the best prices and on
the best terms it shall deem reasonably obtainable in the circumstances. BROG
also has the obligation to maintain books and records sufficient to determine
the amounts payable to the Trustee. BROG, however, can sell its interests in the
Underlying Properties.
Proceeds from production in the first month are generally received by
BROG in the second month, the net proceeds attributable to the Royalties are
paid by BROG to the Trustee in the third month and distribution by the Trustee
to the Unit holders is made in the fourth month. The identity of Unit holders
entitled to a distribution will generally be determined as of the last business
day of each calendar month (the "monthly record date"). The amount of each
monthly distribution will generally be determined and announced ten days before
the monthly record date. Unit holders of record as of the monthly record date
will be entitled to receive the calculated monthly distribution amount for each
month on or before ten business days after the monthly record date. The
aggregate monthly distribution amount is the excess of (i) net revenues from the
Trust properties, plus any decrease in cash reserves previously established for
contingent liabilities and any other cash receipts of the Trust over (ii) the
expenses and payments of liabilities of the Trust plus any net increase in cash
reserves for contingent liabilities.
Cash held by the Trustee as a reserve for liabilities or contingencies
(which reserves may be established by the Trustee in its discretion) or pending
distribution is placed, at the Trustee's discretion, in obligations issued by
(or unconditionally guaranteed by) the United States or any agency thereof,
repurchase agreements secured by obligations issued by the United States or any
agency thereof, or certificates of deposit of banks having a capital surplus and
undivided profits in excess of $50,000,000, subject, in each case, to certain
other qualifying conditions.
The income to the Trust attributable to the Royalties is not subject in
material respects to seasonal factors nor in any manner related to or dependent
upon patents, licenses, franchises or concessions. The Trust conducts no
research activities. The Trust has no employees since all administrative
functions are performed by the Trustee.
BROG has advised the Trustee that it believes that comparable revenues
could be obtained in the event of a change in purchasers of production.
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ITEM 2. PROPERTIES
The net overriding royalties conveyed to the Trust include: (1) a 75% net
overriding royalty carved out of BROG's (as successor to Southland Royalty) fee
mineral interests in the Waddell Ranch in Crane County, Texas (the "Waddell
Ranch properties"); and (2) a 95% net overriding royalty carved out of BROG's
(as successor to Southland Royalty) major producing royalty interests in Texas
(the "Texas Royalty properties"). The net overriding royalty for the Texas
Royalty properties is subject to the provisions of the lease agreements under
which such royalties were created. References below to "net" wells and acres are
to the interests of BROG (from which the Royalties were carved) in the "gross"
wells and acres.
The following information under this ITEM 2 is based upon data and
information furnished to the Trustee by BROG.
PRODUCING ACREAGE, WELLS AND DRILLING
Waddell Ranch Properties. The Waddell Ranch properties consist of 78,175
gross (34,205 net) producing acres. A majority of the proved reserves are
attributable to six fields: Dune, Sand Hills (Judkins), Sand Hills (McKnight),
Sand Hills (Tubb), University-Waddell (Devonian) and Waddell. At December 31,
2000, the Waddell Ranch properties contained 792 gross (328 net) productive oil
wells, 175 gross (73 net) productive gas wells and 336 gross (133 net) injection
wells.
BROG is operator of record of the Waddell Ranch properties. All field,
technical and accounting operations have been contracted by an agreement between
the working interest owners and Coastal Management Corporation ("CMC") but
remain under the direction of BROG.
The Waddell Ranch properties are mature producing properties, and all of
the major oil fields are currently being waterflooded for the purpose of
facilitating enhanced recovery. Proved reserves and estimated future net
revenues attributable to the properties are included in the reserve reports
summarized below. BROG does not own the full working interest in any of the
tracts constituting the Waddell Ranch properties and, therefore, implementation
of any development programs will require approvals of other working interest
holders as well as BROG. In addition, implementation of any development programs
will be dependent upon oil and gas prices currently being received and
anticipated to be received in the future. No wells were drilled and completed on
the Waddell Ranch properties during 2000. At December 31, 2000 there were 10
gross (4.88 net) wells in progress on the Waddell Ranch properties. During 1999
there were 6 gross (2.625 net) wells drilled on the Waddell Ranch properties. At
December 31, 1999 there were 3 gross (1.375 net) wells in progress on the
Waddell Ranch properties. During 1998 there were 52 gross (22.75 net) wells
drilled on the Waddell Ranch properties. At December 31, 1998 there were 3 gross
(1.375 net) wells in progress on the Waddell Ranch properties.
BROG has advised the Trustee that the total amount of capital
expenditures for 2000 with regard to the Waddell Ranch properties totalled $8.6
million. Capital expenditures include the cost of remedial and maintenance
activities. This amount spent is approximately $5.8 million less than the
budgeted amount projected by BROG for 2000. BROG has advised the Trustee that
the capital expenditures budget for 2001 totals approximately $11 million, of
which approximately $4.7 million is attributable to the 2001 drilling program,
and $5.5 to workovers and recompletions. Accordingly, there is an increase in
capital expenditures for 2001 as compared with the 2000 capital expenditures.
Texas Royalty Properties. The Texas Royalty properties consist of royalty
interests in mature producing oil fields, such as Yates, Wasson, Sand Hills,
East Texas, Kelly-Snyder, Panhandle Regular, N. Cowden, Todd, Keystone, Kermit,
McElroy, Howard-Glasscock, Seminole and others. The Texas Royalty properties
contain approximately 303,000 gross (approximately 51,000 net) producing acres.
Detailed information concerning the number of wells on royalty properties is not
generally available to the owners of royalty interests. Consequently, an
accurate count of the number of wells located on the Texas Royalty properties
cannot readily be obtained.
In February 1997, BROG sold its interests in the Texas Royalty properties
that are subject to the Net Overriding Royalty Conveyance to the Trust dated
effective November 1, 1980 ("Texas Royalty Conveyance") to Riverhill Energy
Corporation ("Riverhill Energy"), which was then a wholly-owned subsidiary of
Riverhill Capital Corporation
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("Riverhill Capital") and an affiliate of CMC. At the time of such sale,
Riverhill Capital was a privately owned Texas corporation with offices in Bryan
and Midland, Texas. The Trustee was informed by BROG that, as required by the
Texas Royalty Conveyance, Riverhill Energy succeeded to all of the requirements
upon and the responsibilities of BROG under the Texas Royalty Conveyance with
regard to the Texas Royalty properties. BROG and Riverhill Energy further
advised the Trustee that all accounting operations pertaining to the Texas
Royalty properties were being performed by CMC under the direction of Riverhill
Energy. BROG indicated to the Trustee that BROG will work together with CMC and
Riverhill Energy in an effort to assure that various administrative functions
and reporting requirements assumed by Riverhill Energy are met. The Trustee has
been advised that independent auditors representing Riverhill Energy and CMC are
Arthur Andersen LLP.
The Trustee has been advised that in the first quarter of 1998
Schlumberger Technology Corporation ("Schlumberger"), acquired all of the shares
of stock of Riverhill Capital. Prior to such acquisition by Schlumberger, CMC
and Riverhill Energy were wholly-owned subsidiaries of Riverhill Capital. The
Trustee has further been advised that in connection with Schlumberger's
acquisition of Riverhill Capital, the shareholders of Riverhill Capital acquired
ownership of all of the shares of stock of Riverhill Energy. Thus, the ownership
in the Texas Royalty properties referenced above remained in Riverhill Energy,
the stock ownership of which was acquired by the former shareholders of
Riverhill Capital. Accounting operations pertaining to the Texas Royalty
properties are being performed by CMC under the direction of Riverhill Energy.
CMC also currently conducts all field, technical and accounting operations on
behalf of BROG with regard to the Waddell Ranch properties.
OIL AND GAS PRODUCTION
The Trust recognizes production during the month in which the related
distribution is received. Production of oil and gas attributable to the
Royalties and the Underlying Properties and the related average sales prices
attributable to the Underlying Properties for the three years ended December 31,
2000, excluding portions attributable to the adjustments discussed below, were
as follows:
WADDELL RANCH TEXAS ROYALTY
PROPERTIES PROPERTIES
--------------------------------- ---------------------------------
2000 1999 1998 2000 1999 1998
-------- -------- -------- -------- -------- --------
ROYALTIES:
Production
Oil (barrels) ......... 584,269 601,148 87,187 335,160 308,204 369,823
Gas (Mcf) ............. 2,654,731 2,754,393 666,864 691,714 709,815 766,085
UNDERLYING PROPERTIES:
Production
Oil (barrels) ......... 1,119,835 1,309,396 1,475,258 366,275 365,502 434,444
Gas (Mcf) ............. 5,134,829 6,066,149 6,458,411 755,194 841,018 915,025
Average Price
Oil/barrel ............ $ 28.28 $ 14.26 $ 12.76 $ 26.58 $ 14.40 $ 12.44
Gas/Mcf ............... $ 3.65 $ 2.11 $ 2.13 $ 3.58 $ 2.09 $ 2.06
TOTAL
---------------------------------
2000 1999 1998
-------- -------- --------
ROYALTIES:
Production
Oil (barrels) ......... 919,429 909,352 457,010
Gas (Mcf) ............. 3,346,445 3,464,20 1,432,949
UNDERLYING PROPERTIES:
Production
Oil (barrels) ......... 1,486,110 1,674,898 1,909,702
Gas (Mcf) ............. 5,890,023 6,907,167 7,373,436
Average Price
Oil/barrel ............ $ 27.66 $ 14.29 $ 12.69
Gas/Mcf ............... $ 3.63 $ 2.11 $ 2.12
Since the oil and gas sales attributable to the Royalties are based on
an allocation formula that is dependent on such factors as price and cost
(including capital expenditures), production amounts do not necessarily provide
a meaningful comparison.
In calculating Trust royalty income for the months of June through
December 1998, costs exceeded revenues in the Waddell Ranch properties by
$1,218,732. Pursuant to the Waddell Ranch Net Overriding Royalty Conveyance
dated effective November 1, 1980 ("Waddell Ranch Conveyance"), excess costs plus
accrued interest must be recovered from future net proceeds relating to the
underlying Waddell Ranch properties before the properties can again contribute
to Trust royalty income. As a result of this, no royalty income was received for
those months. Production attributable to the Trust is calculated based on net
royalty income. As there was no royalty income, no production was reported for
the Waddell Ranch properties at the Trust level for those months. Production at
the Trust level for the Waddell Ranch properties was not recorded again until
February 1999 when the cumulative excess amounts had been recovered.
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In September 1998, the Trust received $1,041,340 from BROG which
represented the Trust's portion of amounts that had been previously held in
suspense by BROG relating to the Texas Royalty properties. The Trustee was
advised that these amounts relate to revenues received by BROG prior to the
conveyance of its interest in the Texas Royalty properties to Riverhill Energy
in February 1997. In October 1998, Riverhill Energy advised the Trustee that an
overpayment of $521,183 with regard to the suspended funds had been made to the
Trust. Pursuant to the Texas Royalty Conveyance, Riverhill Energy offset the
overpayment against royalty income attributable to the Texas Royalty properties
for the months of October and November 1998. The suspense amounts are not
reflected in Trust production or used in calculating average prices in 1998 or
prior years.
The Trustee was notified in the third quarter of 1996 of the settlement
of a class action lawsuit pending in the 270th District Court of Harris County,
Texas (the "Court") styled Caroline Altheide and Langdon Harrison vs. Meridian
Oil Inc., Meridian Oil Holding Inc., Meridian Oil Trading Inc., Meridian Oil
Production Inc., Southland Royalty Company, El Paso Production Company, Meridian
Oil Hydrocarbons Inc., Meridian Oil Gathering Inc., Meridian Oil Services Inc.
and Edward Parker ("Class Action"), in which the Trust was a class member. The
judgment approving the settlement of the Class Action was the subject of an
appeal. The Trustee was advised that such appeal was dismissed and in October
1998, the Trust's portion of such settlement proceeds, in the amount of $766,051
was received by the Trustee. The proceeds were subsequently distributed with the
regular monthly Trust distribution on November 16, 1998, to the Trust's Unit
holders of record on October 31, 1998. The settlement proceeds are not reflected
in Trust production in 1998 or prior years.
PRICING INFORMATION
Reference is made to "Regulation" for information as to federal
regulation of prices of natural gas. The following paragraphs provide
information regarding sales of oil and gas from the Waddell Ranch properties. As
a royalty owner, BROG is not furnished detailed information regarding sales of
oil and gas from the Texas Royalty properties.
Oil. The Trustee has been advised by BROG that for the period August 1,
1993 through June 30, 2001, the oil from the Waddell Ranch properties is being
sold under a competitive bid to independent third parties.
Gas. The gas produced from the Waddell Ranch properties is processed
through a natural gas processing plant and sold at the tailgate of the plant.
Plant products are marketed by Burlington Resources Hydrocarbons Inc., an
indirect subsidiary of BRI. The processor of the gas (Warren Petroleum Company,
L.P.) receives 15% of the liquids and residue gas as a fee for gathering,
compression, treating and processing the gas.
OIL AND GAS RESERVES
The following are definitions adopted by the Securities and Exchange
Commission ("SEC") and the Financial Accounting Standards Board which are
applicable to terms used within this Item:
"Proved reserves" are those estimated quantities of crude oil, natural
gas and natural gas liquids, which, upon analysis of geological and engineering
data, appear with reasonable certainty to be recoverable in the future from
known oil and gas reservoirs under existing economic and operating conditions.
"Proved developed reserves" are those proved reserves which can be
expected to be recovered through existing wells with existing equipment and
operating methods.
"Proved undeveloped reserves" are those proved reserves which are
expected to be recovered from new wells on undrilled acreage, or from existing
wells where a relatively major expenditure is required.
"Estimated future net revenues" are computed by applying current prices
of oil and gas (with consideration of price changes only to the extent provided
by contractual arrangements and allowed by federal regulation) to estimated
future production of proved oil and gas reserves as of the date of the latest
balance sheet presented, less estimated future expenditures (based on current
costs) to be incurred in developing and producing the proved reserves, and
assuming continuation of existing economic conditions.
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"Estimated future net revenues" are sometimes referred to herein as
"estimated future net cash flows."
"Present value of estimated future net revenues" is computed using the
estimated future net revenues and a discount factor of 10%.
The independent petroleum engineers' reports as to the proved oil and
gas reserves attributable to the Royalties conveyed to the Trust were obtained
from Cawley, Gillespie & Associates, Inc. The following table presents a
reconciliation of proved reserve quantities from January 1, 1998 through
December 31, 2000 (in thousands):
WADDELL RANCH TEXAS ROYALTY
PROPERTIES PROPERTIES TOTAL
-------------------------- ------------------------- ---------------------------
OIL GAS OIL GAS OIL GAS
(Bbls) (Mcf) (Bbls) (Mcf) (Bbls) (Mcf)
----------- ---------- ---------- ---------- ---------- -----------
January 1, 1998 ................. 5,023 24,175 4,441 4,629 9,464 28,804
Extensions, discoveries, and
other additions ................. 10 4 -0- -0- 10 4
Revisions of previous estimates.. (2,231) (6,123) (285) 100 (2,516) (6,023)
Production ...................... (87) (667) (370) (766) (457) (1,433)
------- ------- ------- ------- ------- -------
December 31, 1998 ............... 2,715 17,389 3,786 3,963 6,501 21,352
Extensions, discoveries, and
other additions ................. 15 49 -0- -0- 15 49
Revisions of previous estimates.. 3,357 8,320 667 2,375 4,024 10,695
Production ...................... (601) (2,754) (308) (710) (909) (3,464)
------- ------- ------- ------- ------- -------
December 31, 1999 ............... 5,486 23,004 4,145 5,628 9,631 28,632
Extensions, discoveries, and
other additions ................. 314 1,106 0 0 314 1,106
Revisions of previous estimates.. 1,095 9,088 97 1,012 1,192 10,099
Production ...................... (584) (2,655) (335) (692) (919) (3,346)
------- ------- ------- ------- ------- -------
December 31, 2000 ............... 6,311 30,543 3,907 5,948 10,218 36,491
======= ======= ======= ======= ======= =======
Estimated quantities of proved developed reserves of crude oil and
natural gas as of December 31, 2000, 1999 and 1998 were as follows (in
thousands):
CRUDE OIL NATURAL GAS
(Bbls) (Mcf)
--------------------- ---------------------
December 31, 2000 ....... 8,937 31,665
December 31, 1999 ....... 8,200 24,248
December 31, 1998 ....... 5,476 17,444
The Financial Accounting Standards Board requires supplemental disclosures for
oil and gas producers based on a standardized measure of discounted future net
cash flows relating to proved oil and gas reserve quantities. Under this
disclosure, future cash inflows are computed by applying year-end prices of oil
and gas relating to the enterprise's proved reserves to the year-end quantities
of those reserves. Future price changes are only considered to the extent
provided by contractual arrangements in existence at year end. The standardized
measure of discounted future net cash flows is achieved by using a discount rate
of 10% a year to reflect the timing of future cash flows relating to proved oil
and gas reserves.
Estimates of proved oil and gas reserves are by their very nature imprecise.
Estimates of future net revenue attributable to proved reserves are sensitive to
the unpredictable prices of oil and gas and other variables.
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The 2000, 1999 and 1998 change in the standardized measure of
discounted future net cash flows related to future royalty income from proved
reserves discounted at 10% is as follows (in thousands):
WADDELL RANCH TEXAS ROYALTY
PROPERTIES PROPERTIES
----------------------------------- -----------------------------------
2000 1999 1998 2000 1999 1998
-------- -------- -------- -------- --------- --------
January 1 ................ $ 102,088 $ 25,043 $ 63,179 $ 52,126 $ 22,031 $ 40,956
Extensions, discoveries,
and other additions....... 10,281 226 81 0 0 0
Accretion of discount .... 10,209 2,504 6,318 5,213 2,203 4,096
Revisions of previous
estimates and other ...... 116,353 88,598 (39,982) 19,379 33,627 (16,796)
Royalty income ........... (24,902) (14,283) (4,553) (10,934) (5,735) (6,225)
--------- --------- --------- --------- --------- ---------
December 31 .............. $ 214,029 $ 102,088 $ 25,043 $ 65,784 $ 52,126 $ 22,031
TOTAL
------------------------------------
2000 1999 1998
--------- ---------- ---------
January 1 ................ $ 154,214 $ 47,074 $ 104,135
Extensions, discoveries,
and other additions....... 10,281 226 81
Accretion of discount .... 15,422 4,707 10,414
Revisions of previous
estimates and other ...... 135,732 122,225 (56,778)
Royalty income ........... (35,836) (20,018) (10,778)
--------- --------- ---------
December 31 .............. $ 279,813 $ 154,214 $ 47,074
Oil and gas prices of $24.65 and $26.46 per barrel and $8.98 and $7.03
per Mcf were used to determine the estimated future net revenues from the
Waddell Ranch properties and the Texas Royalty properties, respectively, at
December 31, 2000. The extension, discoveries and other additions for the
Waddell Ranch properties are proved reserves related to the Waddell (Greyburg)
and Running WN (Wolfcamp) fields. The upward revisions of both reserves and
discounted future net cash flows for the Waddell Ranch properties and the Texas
Royalty properties are due to increases in oil and gas prices from 1999 to 2000.
Oil and gas prices of $24.05 and $24.19 per barrel and $2.74 and $3.18
per Mcf, respectively, were used to determine the estimated future net revenues
from the Waddell Ranch properties and the Texas Royalty properties,
respectively, at December 31, 1999. The extension, discoveries and other
additions for the Waddell Ranch properties are proved developed producing
reserves related to the RM (Clearfork) field. The upward revisions of both
reserves and discounted future net cash flows for the Waddell Ranch properties
and the Texas Royalty properties were due to increases in oil and gas prices
from 1998 to 1999.
Oil and gas prices of $8.56 and $9.96 per barrel and $1.74 and $1.88
per Mcf, respectively, were used to determine the estimated future net revenues
from the Waddell Ranch properties and the Texas Royalty properties at December
31, 1998.
The following presents estimated future net revenue and the present
value of estimated future net revenue, for each of the years ended December 31,
2000, 1999 and 1998 (in thousands except amounts per Unit):
2000 1999 1998
--------------------- ---------------------- --------------------
ESTIMATED PRESENT ESTIMATED PRESENT ESTIMATED PRESENT
FUTURE NET VALUE AT FUTURE NET VALUE AT FUTURE NET VALUE AT
REVENUE 10% REVENUE 10% REVENUE 10%
---------- -------- --------- --------- --------- ---------
Total Proved
Waddell Ranch properties ..... $405,530 $214,029 $184,957 $102,088 $ 50,322 $ 25,043
Texas Royalty properties ..... 138,860 65,784 113,838 52,126 43,290 22,031
-------- -------- -------- -------- -------- --------
Total .......... $544,390 $279,813 $298,795 $154,214 $ 93,612 $ 47,074
======== ======== ======== ======== ======== ========
Total Proved per Unit ............ $ 11.68 $ 6.00 $ 6.41 $ 3.31 $ 2.01 $ 1.01
======== ======== ======== ======== ======== ========
Proved Developed
Waddell Ranch properties ..... $334,734 $187,575 $140,808 $ 85,612 $ 35,607 $ 22,032
Texas Royalty properties ..... 138,860 65,784 113,838 52,126 43,290 22,031
-------- -------- -------- -------- -------- --------
Total .......... $473,594 $253,359 $254,646 $137,738 $ 78,897 $ 44,063
======== ======== ======== ======== ======== ========
Reserve quantities and revenues shown in the preceding tables for the
Royalties were estimated from projections of reserves and revenue attributable
to the combined Southland Royalty and Trust interests in the Waddell Ranch
properties and Texas Royalty properties. Reserve quantities attributable to the
Royalties were estimated by allocating to the Royalties a portion of the total
estimated net reserve quantities of the interests, based upon gross revenue less
production taxes. Because the reserve quantities attributable to the Royalties
are estimated using an allocation of the reserves, any changes in prices or
costs will result in changes in the estimated reserve quantities allocated to
the Royalties. Therefore, the reserve quantities estimated will vary if
different future price and cost assumptions occur.
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10
Proved reserve quantities are estimates based on information available
at the time of preparation and such estimates are subject to change as
additional information becomes available. The reserves actually recovered and
the timing of production of those reserves may be substantially different from
the original estimate. Moreover, the present values shown above should not be
considered as the market values of such oil and gas reserves or the costs that
would be incurred to acquire equivalent reserves. A market value determination
would include many additional factors.
REGULATION
Many aspects of the production, pricing and marketing of crude oil and
natural gas are regulated by federal and state agencies. Legislation affecting
the oil and gas industry is under constant review for amendment or expansion,
frequently increasing the regulatory burden on affected members of the industry.
Exploration and production operations are subject to various types of
regulation at the federal, state and local levels. Such regulation includes
requiring permits for the drilling of wells, maintaining bonding requirements in
order to drill or operate wells, and regulating the location of wells, the
method of drilling and casing wells, the surface use and restoration of
properties upon which wells are drilled and the plugging and abandonment of
wells. Natural gas and oil operations are also subject to various conservation
laws and regulations that regulate the size of drilling and spacing units or
proration units and the density of wells which may be drilled and unitization or
pooling of oil and gas properties. In addition, state conservation laws
establish maximum allowable production from natural gas and oil wells, generally
prohibit the venting or flaring of natural gas and impose certain requirements
regarding the ratability of production. The effect of these regulations is to
limit the amounts of natural gas and oil that can be produced and to limit the
number of wells or the locations which can be drilled.
FEDERAL NATURAL GAS REGULATION
The Federal Energy Regulatory Commission (the "FERC") is primarily
responsible for federal regulation of natural gas. The interstate transportation
and sale for resale of natural gas is subject to federal governmental
regulation, including regulation of transportation and storage tariffs and
various other matters, by FERC. The Natural Gas Wellhead Decontrol Act of 1989
("Decontrol Act") terminated federal price controls on wellhead sales of
domestic natural gas on January 1, 1993. Consequently, sales of natural gas may
be made at market prices, subject to applicable contract provisions. The FERC's
jurisdiction over natural gas transportation and storage was unaffected by the
Decontrol Act.
Sales of natural gas are affected by the availability, terms and cost
of transportation. The price and terms for access to pipeline transportation
remain subject to extensive federal and state regulation. Several major
regulatory changes have been implemented by Congress and the FERC from 1985 to
the present that affect the economics of natural gas production, transportation,
and sales. In addition, the FERC continues to promulgate revisions to various
aspects of the rules and regulations affecting those segments of the natural gas
industry, most notably interstate natural gas transmission companies, that
remain subject to the FERC's jurisdiction. These initiatives may also affect the
intrastate transportation of gas under certain circumstances. The stated purpose
of many of these regulatory changes is to promote competition among the various
sectors of the natural gas industry and these initiatives generally reflect more
light-handed regulation of the natural gas industry. The ultimate impact of the
rules and regulations issued by the FERC since 1985 cannot be predicted. In
addition, many aspects of these regulatory developments have not become final
but are still pending judicial and FERC final decisions.
Additional proposals and proceedings that might affect the natural gas
industry are considered from time to time by Congress, the FERC, state
regulatory bodies and the courts. The Trust cannot predict when or if any such
proposals might become effective, or their effect, if any, on the Trust. The
natural gas industry historically has been very heavily regulated; therefore,
there is no assurance that the less stringent regulatory approach recently
pursued by the FERC and Congress will continue.
Sales of crude oil, condensate and gas liquids are not currently
regulated and are made at market prices. Crude oil prices are affected by a
variety of factors. Since domestic crude price controls were lifted in 1981, the
principal factors influencing the prices received by producers of domestic crude
oil have been the pricing and production of the members of the Organization of
Petroleum Export Countries (OPEC).
8
11
STATE REGULATION
The various states regulate the production and sale of oil and natural
gas, including imposing requirements for obtaining drilling permits, the method
of developing new fields, the spacing and operation of wells and the prevention
of waste of oil and gas resources. The rates of production may be regulated and
the maximum daily production allowables from both oil and gas wells may be
established on a market demand or conservation basis, or both.
OTHER REGULATION
The petroleum industry is also subject to compliance with various other
federal, state and local regulations and laws, including, but not limited to,
environmental protection, occupational safety, resource conservation and equal
employment opportunity. The Trustee does not believe that compliance with these
laws by the operating parties will have any material adverse effect on Unit
holders.
ITEM 3. LEGAL PROCEEDINGS
There are no material pending legal proceedings to which the Trust is a
party or of which any of its property is the subject.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of Unit holders, through the
solicitation of proxies or otherwise, during the fourth quarter ended December
31, 2000.
PART II
ITEM 5. MARKET FOR UNITS OF THE TRUST AND RELATED SECURITY HOLDER MATTERS
The information under "Units of Beneficial Interest" at page 1 of the
Trust's Annual Report to security holders for the year ended December 31, 2000,
is herein incorporated by reference.
ITEM 6. SELECTED FINANCIAL DATA
FOR THE YEAR ENDED DECEMBER 31,
------------------------------------------------------------------------
2000 1999 1998 1997 1996
----------- ---------- ---------- ---------- ----------
Royalty income ..................... $35,835,746 $18,799,659 $10,777,901 $22,598,873 $19,930,354
Distributable income ............... 35,545,141 18,471,842 10,414,382 22,190,115 19,488,574
Distributable income per Unit ...... 0.762627 0.396317 0.223443 0.476092 0.418131
Distributions per Unit ............. 0.762627 0.396317 0.223443 0.476092 0.418131
Total assets, December 31 .......... $ 5,651,376 $ 5,305,223 $ 3,861,776 $ 5,220,786 $ 5,913,931
ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION
The "Trustee's Discussion and Analysis for the Three Year Period Ended
December 31, 2000" and "Results of the 4th Quarters of 2000 and 1999" at pages 7
through 9 of the Trust's Annual Report to security holders for the year ended
December 31, 2000 is herein incorporated by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Trust is a passive entity and other than the Trust's ability to
periodically borrow money as necessary to pay expenses, liabilities and
obligations of the Trust that cannot be paid out of cash held by the Trust, the
Trust is prohibited from engaging in borrowing transactions. The amount of any
such borrowings is unlikely to be material to the Trust. The Trust periodically
holds short term investments acquired with funds held by the Trust pending
9
12
distribution to Unit holders and funds held in reserve for the payment of Trust
expenses and liabilities. Because of the short-term nature of these borrowings
and investments and certain limitations upon the types of such investments which
may be held by the Trust, the Trustee believes that the Trust is not subject to
any material interest rate risk. The Trust does not engage in transactions in
foreign currencies which could expose the Trust or Unit holders to any foreign
currency related market risk. The Trust invests in no derivative financial
instruments and has no foreign operations or long-term debt instruments.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Financial Statements of the Trust and the notes thereto at page 10
et seq. of the Trust's Annual Report to security holders for the year ended
December 31, 2000, are herein incorporated by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There have been no changes in accountants and no disagreements with
accountants on any matter of accounting principles or practices or financial
statement disclosures during the twenty-four months ended December 31, 2000.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The Trust has no directors or executive officers. The Trustee is a
corporate trustee which may be removed, with or without cause, at a meeting of
the Unit holders, by the affirmative vote of the holders of a majority of all
the Units then outstanding.
ITEM 11. EXECUTIVE COMPENSATION
During the years ended December 31, 2000, 1999, and 1998, the Trustee
received total remuneration as follows:
NAME OF INDIVIDUAL OR NUMBER CAPACITIES IN CASH
OF PERSONS IN GROUP WHICH SERVED COMPENSATION YEAR
---------------------------- ------------- ------------ ----
Bank of America, N.A ................................ Trustee $54,761(1) 1998
$40,272(1) 1999
$57,680(1) 2000
- --------------------
(1) Under the Trust Indenture, the Trustee is entitled to an administrative
fee for its administrative services, preparation of quarterly and
annual statement with attention to tax and legal matters of: (i) 1/20
of 1% of the first $100 million and (ii) Trustee's standard hourly rate
in excess of 300 hours annually. The administrative fee is subject to
reduction by a credit for funds provision.
10
13
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) Security Ownership of Certain Beneficial Owners. The following
table sets forth as of March 1, 2001, information with respect to each person
known to own beneficially more than 5% of the outstanding Units of the Trust:
AMOUNT AND NATURE OF
NAME AND ADDRESS BENEFICIAL OWNERSHIP PERCENT OF CLASS
---------------- --------------------- ----------------
Burlington Resources Oil & Gas Company(1) 27,577,741 Units 59.17%
5051 Westheimer
Suite 1400
Houston, Texas 77056-2124
McMorgan & Company (2) 5,000,000 Units 10.73%
One Bush Street
Suite 800
San Francisco, CA 94104
Alpine Capital, L.P.(3) 4,260,800 Units 9.10%
201 Main Street
Suite 3100
Fort Worth, Texas 76102
- ----------------------
(1) This information was provided to the Securities and Exchange Commission
and to the Trust in a Schedule 13G filed with the Securities and
Exchange Commission on July 12, 1999 on behalf of McMorgan & Company,
an investment adviser registered under the Investment Advisers Act of
1940, (McMorgan), Thomas Allan Morton ("Morton"), and Terry Allen
O'Toole ("O'Toole"). Such Schedule 13G reports that McMorgan, Morton,
and O'Toole have beneficial ownership of such Units. It is reported in
such Schedule 13G that McMorgan, Morton, and O'Toole have sole voting
and sole dispositive power with regard to such Units. Morton and
O'Toole filed in their capacities as control persons of McMorgan and
disclaimed beneficial ownership to such Units involved in such Schedule
13G. The address of Morton and O'Toole is One Bush Street, Suite 800,
San Francisco, California 94104.
(2) This information was provided to the Securities and Exchange Commission
and to the Trust in a Schedule 13G filed with the Securities and
Exchange Commission on July 12, 1999 on behalf of McMorgan & Company,
an investment adviser registered under the Investment Advisers Act of
1940, (McMorgan), Thomas Allan Morton ("Morton"), and Terry Allen
O'Toole ("O'Toole"). Such Schedule 13G reports that McMorgan, Morton,
and O'Toole have beneficial ownership of such Units. It is reported in
such Schedule 13G that McMorgan, Morton, and O'Toole have sole voting
and sole dispositive power with regard to such Units. Morton and
O'Toole filed in their capacities as control persons of McMorgan and
disclaimed beneficial ownership to such Units involved in such Schedule
13G. The address of Morton and O'Toole is One Bush Street, Suite 800,
San Francisco, California 94104.
The Schedule 13G filed with the Securities and Exchange Commission on
behalf of McMorgan, Morton, and O'Toole may be reviewed for more
detailed information concerning the matters summarized herein.
(3) This information was provided to the Securities and Exchange Commission
and to the Trust in a Schedule 13D filed with the Securities and
Exchange Commission on behalf of Alpine Capital L.P., a Texas limited
partnership, ("Alpine"), Robert W. Bruce III ("Bruce"), Algenpar, Inc.,
a Texas corporation, ("Algenpar") and J. Taylor Crandall ("Crandall"),
on August 6, 1999, as amended by a Schedule 13D/A filed on October 5,
1999, as further amended by a Schedule 13D/A filed December 21, 1999,
and as further amended by a Schedule 13D/A filed February 25, 2000.
The Schedule 13D/A filed on February 25, 2000, was filed on behalf of
The Ann T. and Robert M. Bass Foundation, a Texas non-profit
corporation, (the "Foundation"), Ann T. Bass ("A. Bass"), and Robert M.
Bass ("R. Bass"), in addition to Alpine, Bruce, Algenpar, and Crandall
and relates to a total of 4,335,200 Units, of which 4,260,800 Units
were acquired by Alpine and 74,400 Units were acquired by the
11
14
Foundation. The source of funds for the Units acquired by Alpine was
working capital of Alpine. The source of funds for the Units acquired
by the Foundation was working capital of the Foundation.
The address of Algenpar and Crandall is 201 Main Street, Suite 3100,
Fort Worth, Texas 76102. The address of Bruce is 96 Spring Street,
South Salem, New York 10590. The address of the Foundation and of R.
Bass is 201 Main Street, Suite 3100, Fort Worth, Texas 76102. The
address of A. Bass is 6221 Westover Drive, Fort Worth, Texas 76107.
It is reported that Bruce and Algenpar are the two general partners of
Alpine, and Crandall is the President and sole stockholder of Algenpar.
It is further reported that, because of these relationships, Bruce,
Algenpar, and Crandall may be deemed to be beneficial owners of the
Units acquired by Alpine as set forth in the next paragraph. It is
reported that Bruce is a principal of The Bruce Management Co., Inc.
which has shared investment discretion over the Units owned by the
Foundation, and that Crandall, A. Bass, and R. Bass are directors of
the Foundation. It is further reported that, because of these
relationships, Bruce, Crandall, A. Bass, and R. Bass may be deemed to
be beneficial owners of the Units acquired by the Foundation as set
forth in the next paragraph.
It is reported that as of February 22, 2000, of such 4,335,200 Units,
(i) Alpine had sole voting and dispositive power with regard to
4,260,800 of such Units or 9.1% of the outstanding Units; (ii) the
Foundation had sole voting and dispositive power with regard to 74,400
of such Units or .2% of the outstanding Units; (iii) Bruce and Crandall
each shared voting and dispositive power with regard to all of such
4,335,200 Units or 9.3% of the outstanding Units; (iv) Algenpar had
shared voting and dispositive power with regard to 4,260,800 of such
Units or 9.1% of the outstanding Units; and (v) A. Bass and R. Bass
each shared voting and dispositive power with regard to 74,400 of such
Units or .2% of the outstanding Units.
The Schedule 13D and its amendments filed with the Securities and
Exchange Commission may be reviewed for more detailed information
concerning the matters summarized herein.
(b) Security Ownership of Management. The Trustee owns beneficially no
securities of the Trust. In various fiduciary capacities, Bank of America, N.A.
owned as of March 1, 2001, an aggregate of 249,995 Units with no right to vote
139,196 of these Units, shared right to vote 4,000 of these Units and sole right
to vote 106,799 of these Units. Bank of America, N.A., disclaims any beneficial
interests in these Units. The number of Units reflected in this paragraph
includes Units held by all branches of Bank of America, N.A.
(c) Change In Control. The Trustee knows of no arrangements which may
subsequently result in a change in control of the Trust.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Trust has no directors or executive officers. See Item 11 for the
remuneration received by the Trustee during the years ended December 31, 2000,
1999 and 1998 and Item 12(b) for information concerning Units owned by Bank of
America, N.A. in various fiduciary capacities.
12
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
The following documents are filed as a part of this Report:
1. Financial Statements
Included in Part II of this Report by reference to the Annual Report
of the Trust for the year ended December 31, 2000:
Independent Auditors' Report
Statements of Assets, Liabilities and Trust Corpus at December
31, 2000 and 1999
Statements of Distributable Income for Each of the Three Years
in the Period Ended December 31, 2000
Statements of Changes in Trust Corpus for Each of the Three
Years in the Period Ended December 31, 2000
Notes to Financial Statements
2. Financial Statement Schedules
Financial statement schedules are omitted because of the absence of
conditions under which they are required or because the required information is
given in the financial statements or notes thereto.
3. Exhibits
EXHIBIT
NUMBER EXHIBIT
- ------ -------
(4)(a) -- Permian Basin Royalty Trust Indenture dated November 3,
1980, between Southland Royalty Company and The First National
Bank of Fort Worth (now Bank of America, N.A.), as Trustee,
heretofore filed as Exhibit (4)(a) to the Trust's Annual Report
on Form 10-K to the Securities and Exchange Commission for the
fiscal year ended December 31, 1980, is incorporated herein by
reference.*
(b) -- Net Overriding Royalty Conveyance (Permian Basin Royalty
Trust) from Southland Royalty Company to The First National
Bank of Fort Worth (now Bank of America, N.A.), as Trustee,
dated November 3, 1980 (without Schedules), heretofore filed as
Exhibit (4)(b) to the Trust's Annual Report on Form 10-K to the
Securities and Exchange Commission for the fiscal year ended
December 31, 1980, is incorporated herein by reference.*
(c) -- Net Overriding Royalty Conveyance (Permian Basin Royalty
Trust -- Waddell Ranch) from Southland Royalty Company to The
First National Bank of Fort Worth (now Bank of America, N.A.),
as Trustee, dated November 3, 1980 (without Schedules),
heretofore filed as Exhibit (4)(c) to the Trust's Annual Report
on Form 10-K to the Securities and Exchange Commission for the
fiscal year ended December 31, 1980, is incorporated herein by
reference.*
(13) -- Registrant's Annual Report to security holders for fiscal
year ended December 31, 2000.**
13
16
(23) -- Consent of Cawley, Gillespie & Associates, Inc., reservoir
engineer.**
- --------------------
* A copy of this Exhibit is available to any Unit holder, at the actual
cost of reproduction, upon written request to the Trustee, Bank of
America, N.A., P.O. Box 830650, Dallas, Texas 75283-0650.
** Filed herewith.
REPORTS ON FORM 8-K
During the last quarter of the Trust's fiscal year ended December 31,
2000, there were no reports on Form 8-K filed by the Trust.
14
17
SIGNATURE
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON
ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.
PERMIAN BASIN ROYALTY TRUST
BY: BANK OF AMERICA, N.A., Trustee
By /s/ RON E. HOOPER
----------------------------------
Ron E. Hooper
Senior Vice President
Date: March 29, 2001
(The Trust has no directors or executive officers.)
15
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INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT
- ------- -------
(4)(a) -- Permian Basin Royalty Trust Indenture dated November 3,
1980, between Southland Royalty Company and The First National
Bank of Fort Worth (now Bank of America, N.A.), as Trustee,
heretofore filed as Exhibit (4)(a) to the Trust's Annual Report
on Form 10-K to the Securities and Exchange Commission for the
fiscal year ended December 31, 1980, is incorporated herein by
reference.*
(b) -- Net Overriding Royalty Conveyance (Permian Basin Royalty
Trust) from Southland Royalty Company to The First National
Bank of Fort Worth (now Bank of America, N.A.), as Trustee,
dated November 3, 1980 (without Schedules), heretofore filed as
Exhibit (4)(b) to the Trust's Annual Report on Form 10-K to the
Securities and Exchange Commission for the fiscal year ended
December 31, 1980, is incorporated herein by reference.*
(c) -- Net Overriding Royalty Conveyance (Permian Basin Royalty
Trust -- Waddell Ranch) from Southland Royalty Company to The
First National Bank of Fort Worth (now Bank of America, N.A.),
as Trustee, dated November 3, 1980 (without Schedules),
heretofore filed as Exhibit (4)(c) to the Trust's Annual Report
on Form 10-K to the Securities and Exchange Commission for the
fiscal year ended December 31, 1980, is incorporated herein by
reference.*
(13) -- Registrant's Annual Report to security holders for fiscal
year ended December 31, 2000.**
(23) -- Consent of Cawley, Gillespie & Associates, Inc., reservoir
engineer.**
- --------------------
* A copy of this Exhibit is available to any Unit holder, at the actual
cost of reproduction, upon written request to the Trustee, Bank of
America, N.A., P.O. Box 830650, Dallas, Texas 75283-0650.
** Filed herewith.