SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2001
Commission file number 1-10243
BP PRUDHOE BAY ROYALTY TRUST
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 13-6943724
- --------------------------------- ---------------------
(State or Other Jurisdiction (I.R.S. Employer
of incorporation or Organization) Identification No.)
The Bank of New York, 5 Penn Plaza, New York, NY 10001
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(Address of Principal Executive Office of Trustee) (Zip Code)
Trustee's Telephone Number, Including Area Code: (212) 896-7201
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 [ ]
As of November 12, 2001, 21,400,000 Units of Beneficial Interest were
outstanding.
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements.
BP PRUDHOE BAY ROYALTY TRUST
Statements of Assets, Liabilities and Trust Corpus
(Prepared on a modified basis of cash receipts and disbursements)
(In thousands, except unit data)
September 30,
2001 December 31,
(Unaudited) 2000
--------------- ---------------
Assets
Royalty Interest, net (notes 1, 2 and 3) $ 18,579 20,085
Cash and Cash equivalents 1,006 1,048
--------------- ---------------
Total assets $ 19,585 21,133
=============== ===============
Liabilities and Trust Corpus
Accrued expenses $ 350 464
Trust Corpus (40,000,000 units of beneficial
interest authorized, 21,400,000 units issued
and outstanding) 19,235 20,669
--------------- ---------------
Total liabilities and Trust Corpus $ 19,585 21,133
=============== ===============
See accompanying notes to financial statements.
-2-
BP PRUDHOE BAY ROYALTY TRUST
Statements of Cash Earnings and Distributions
(Prepared on a modified basis of cash receipts and disbursements)
(In thousands, except unit data)
(Unaudited)
Three months ended Nine months ended
September 30, September 30,
2001 2000 2001 2000
--------------- --------------- --------------- ---------------
Royalty revenues $ 13,269 16,425 47,618 45,370
Interest Income 23 11 60 27
--------------- --------------- --------------- ---------------
13,292 16,436 47,678 45,397
Less: Trust administrative expenses (269) (232) (680) (670)
Expense reserve -- -- -- (500)
--------------- --------------- --------------- ---------------
Cash earnings $ 13,023 16,204 46,998 44,227
=============== =============== =============== ===============
Cash distributions $ 13,096 16,204 47,040 44,227
=============== =============== =============== ===============
Cash distributions per unit $ 0.6120 0.7572 2.1981 2.0667
=============== =============== =============== ===============
Units outstanding 21,400,000 21,400,000 21,400,000 21,400,000
=============== =============== =============== ===============
See accompanying notes to financial statements.
-3-
BP PRUDHOE BAY ROYALTY TRUST
Statements of Changes in Trust Corpus
(Prepared on a modified basis of cash receipts and disbursements)
(In thousands)
(Unaudited)
Three months ended Nine months ended
September 30, September 30,
2001 2000 2001 2000
--------------- --------------- --------------- ---------------
Trust Corpus at beginning of period $ 19,585 21,802 20,669 22,626
Change in cash reserve -- -- -- 500
Cash earnings 13,023 16,204 46,998 44,227
Decrease in accrued expenses 225 170 114 102
Cash distributions (13,096) (16,204) (47,040) (44,227)
Amortization of Royalty Interest (502) (627) (1,506) (1,883)
--------------- --------------- --------------- ---------------
Trust Corpus at end of period $ 19,235 21,345 19,235 21,345
=============== =============== =============== ===============
See accompanying notes to financial statements.
-4-
BP PRUDHOE BAY ROYALTY TRUST
Notes to Financial Statements
(Prepared on a modified basis of cash receipts and disbursements)
September 30, 2001
(Unaudited)
(1) Formation of the Trust and Organization
BP Prudhoe Bay Royalty Trust (the "Trust"), a grantor trust, was
created as a Delaware business trust pursuant to a Trust Agreement dated
February 28, 1989 among The Standard Oil Company ("Standard Oil"), BP
Exploration (Alaska) Inc. (the "Company"), The Bank of New York (The
"Trustee") and The Bank of New York (Delaware), as co-trustee. Standard
Oil and the Company are indirect wholly owned subsidiaries of the British
Petroleum Company p.l.c. ("BP").
In 2000, the Company and certain other Prudhoe Bay working interest
owners cross-assigned interests in the Prudhoe Bay Field pursuant to the
Prudhoe Bay Unit Alignment Agreement. The Company retained all rights,
obligations and liabilities associated with the Trust. This transaction
is not expected to have a material effect on the Trust's operation.
On February 28, 1989, Standard Oil conveyed an overriding royalty
interest (the "Royalty Interest") to the Trust. The Trust was formed for
the sole purpose of owning and administering the Royalty Interest. The
Royalty Interest represents the right to receive, effective February 28,
1989, a per barrel royalty (the "Per Barrel Royalty") of 16.4246% on the
lesser of (a) the first 90,000 barrels of the average actual daily net
production of oil and condensate per quarter or (b) the average actual
daily net production of oil and condensate per quarter from the Company's
working interest in the Prudhoe Bay Field (the "Field") as of February
28, 1989, located on the North Slope of Alaska. Trust Unit holders will
remain subject at all times to the risk that production will be
interrupted or discontinued or fall, on average, below 90,000 barrels per
day in any quarter. BP has guaranteed the performance by the Company of
its payment obligations with respect to the Royalty Interest.
The trustees of the Trust are The Bank of New York, a New York
corporation authorized to do a banking business, and The Bank of New York
(Delaware), a Delaware banking corporation. The Bank of New York
(Delaware) serves as co-trustee in order to satisfy certain requirements
of the Delaware Trust Act. The Bank of New York alone is able to exercise
the rights and powers granted to the Trustee in the Trust Agreement.
The Per Barrel Royalty in effect for any day is equal to the price of
West Texas Intermediate crude oil (the "WTI Price") for that day less
scheduled Chargeable Costs (adjusted in certain situations for inflation)
and Production Taxes (based on statutory rates then in existence). For
years subsequent to 2006, Chargeable Costs will be reduced up to a
maximum amount of $1.20 per barrel in each year if additions to the
Field's proved reserves do not meet certain specific levels.
The Trust is passive, with the Trustee having only such powers as are
necessary for the collection and distribution of revenues, the payment of
Trust liabilities and the protection of the Royalty Interest. The
Trustee, subject to certain conditions, is obligated to establish cash
reserves and borrow funds to pay liabilities of the Trust when they
become due. The Trustee may sell Trust properties only (a) as authorized
by a vote of the Trust Unit holders, (b) when necessary to provide for
the payment of specific liabilities of the Trust then due (subject to
certain conditions) or (c) upon termination of the Trust. Each Trust Unit
issued and outstanding represents an equal undivided share of beneficial
interest in the Trust. Royalty payments are received by the Trust and
distributed to Trust Unit holders, net of Trust expenses, in the month
succeeding the end of each calendar quarter. The Trust will terminate
upon the first to occur of the following events:
(a) On or prior to December 31, 2010: upon a vote of Trust Unit
holders of not less than 70% of the outstanding Trust Units.
-5-
BP PRUDHOE BAY ROYALTY TRUST
Notes to Financial Statements (Continued)
(Unaudited)
(1) Continued
(b) After December 31, 2010: (i) upon a vote of Trust Unit holders of
not less than 60% of the outstanding Trust Units, or (ii) at such
time the net revenues from the Royalty Interest for two successive
years commencing after 2010 are less than $1,000,000 per year
(unless the net revenues during such period are materially and
adversely affected by certain events).
In order to ensure the Trust has the ability to pay future expenses,
the Trust established a cash reserve account which management believes is
sufficient to pay approximately one year's current and expected
liabilities and expenses of the Trust. The Trust Corpus includes
$1,006,000 to cover the aforementioned future expenses.
(2) Basis of Accounting
The financial statements of the Trust are prepared on a modified cash
basis and reflect the Trust's assets, liabilities, Corpus, earnings and
distributions as follows:
(a) Revenues are recorded when received (generally within 15 days of
the end of the preceding quarter) and distributions to Trust Unit
holders are recorded when paid.
(b) Trust expenses (which include accounting, engineering, legal, and
other professional fees, trustees' fees and out-of-pocket
expenses) are recorded on an accrual basis.
(c) Amortization of the Royalty Interest is calculated using the units
of production method. Such amortization is charged directly to the
Trust Corpus, and does not affect cash earnings. The daily rate
for amortization per net equivalent barrel of oil for the nine
months ended September 30, 2001 and 2000 was $0.3723 and $0.47
respectively. Any change in the amortization rate is due to an
increase or decrease in the estimated number of years that average
daily production of oil and condensate from the proved reserves at
Prudhoe Bay Field will exceed 90,000 barrels. The Trust evaluates
impairment of the Royalty Interest by comparing the undiscounted
cash flows expected to be realized from the Royalty Interest to
the carrying value, pursuant to Statement of Financial Accounting
Standards No. 121 ("SFAS 121") "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of". If
the expected future undiscounted cash flows are less than the
carrying value, the Trust recognizes an impairment loss for the
difference between the carrying value and the estimated fair value
of the Royalty Interest (see notes 3 and 5).
While these statements differ from financial statements prepared in
accordance with generally accepted accounting principles, the cash basis
of reporting revenues and distributions is considered to be the most
meaningful because quarterly distributions to the Unit holders are based
on net cash receipts. The accompanying modified cash basis financial
statements contain all adjustments necessary to present fairly the
assets, liabilities and Trust corpus of the Trust as of September 30,
2001 and December 31, 2000 and the modified cash earnings and
distributions and changes in Trust corpus for the three and nine month
periods ended September 30, 2001 and 2000. The adjustments are of a
normal recurring nature and are, in the opinion of management, necessary
to fairly present the results of operations.
As of September 30, 2001 and December 31, 2000, cash equivalents
consist of US treasury bills with an initial term of less than three
months. All interest income earned on the treasury bills were reinvested
as of March 31, 2001. Subsequent to June 30, 2001, all interest income
earned on the treasury bills for the quarter ended June 30, 2001 and
previously reinvested income were distributed.
-6-
BP PRUDHOE BAY ROYALTY TRUST
Notes to Financial Statements (Continued)
(Prepared on a modified basis of cash receipts and disbursements)
(Unaudited)
(2) Continued
Estimates and assumptions are required to be made regarding assets,
liabilities and changes in Trust Corpus resulting from operations when
financial statements are prepared. Changes in the economic environment,
financial markets and any other parameters used in determining these
estimates could cause actual results to differ.
The financial statements should be read in conjunction with the
financial statements and related notes in the Trust's 2000 Annual Report
on Form 10-K. The cash earnings and distributions for the interim period
presented are not necessarily indicative of the results to be expected
for the full year.
(3) Royalty Interest
The Royalty Interest is comprised of the following at September 30, 2001
and December 31, 2000 (in thousands):
September 30 December 31
2001 2000
--------------- ---------------
Royalty Interest $ 535,000 535,000
Less: Accumulated amortization (342,903) (341,397)
Impairment write-down (173,518) (173,518)
--------------- ---------------
$ 18,579 20,085
=============== ===============
(4) Income Taxes
The Trust files its federal tax return as a grantor trust subject to
the provisions of subpart E of Part I of Subchapter J of the Internal
Revenue Code of 1986, as amended, rather than as an association taxable
as a corporation. The Unit holders are treated as the owners of Trust
income and Corpus, and the entire taxable income of the Trust will be
reported by the Unit holders on their respective tax returns.
If the Trust were determined to be an association taxable as a
corporation, it would be treated as an entity taxable as a corporation on
the taxable income from the Royalty Interest, the Trust Unit holders
would be treated as shareholders, and distributions to Trust Unit holders
would not be deductible in computing the Trust's tax liability as an
association.
(5) New Accounting Pronouncements
In June 2001, the Financial Accounting Standard Board ("FASB") issued
Statement of Financial Accounting Standards No. 142, "Goodwill and Other
Intangible Assets" (SFAS 142"). SFAS 142 addresses financial accounting
and reporting for acquired goodwill and other intangible assets and
supersedes APB Opinion No. 17, "Intangible Assets". The provisions of
SFAS 142 are required to be applied starting with fiscal years beginning
after December 15, 2001. The adoption of SFAS 142 is not expected to have
a material impact on the Trust's financial condition or results of
operations.
-7-
(5) Continued
In August 2001, FASB issued Statement of Financial Accounting
Standards No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets" ("SFAS 144"). SFAS 144 supersedes FASB Statement No.
121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of". The provisions of SFAS 144 are
effective for financial statements issued for fiscal years beginning
after December 15, 2001, and interim periods within those fiscal years.
The adoption of SFAS 144 is not expected to have a material impact on the
Trust's financial condition or results of operations.
-8-
Item 2. Trustee's Discussion and Analysis of Financial Condition and Results of
Operations.
Cautionary Statement
The Trustee, its officers or its agents on behalf of the Trustee may,
from time to time, make forward-looking statements (other than statements of
historical fact). When used herein, the words "anticipates," "expects,"
"believes," "intends" or "projects" and similar expressions are intended to
identify forward-looking statements. To the extent that any forward-looking
statements are made, the Trustee is unable to predict future changes in oil
prices, oil production levels, economic activity, legislation and regulation,
and certain changes in expenses of the Trust. In addition, the Trust's future
results of operations and other forward looking statements contained in this
item and elsewhere in this report involve a number of risks and uncertainties.
As a result of variations in such factors, actual results may differ materially
from any forward looking statements. Some of these factors are described below.
The Trustee disclaims any obligation to update forward looking statements and
all such forward-looking statements in this document are expressly qualified in
their entirety by the cautionary statements in this paragraph.
Liquidity and Capital Resources
The Trust is a passive entity, and the Trustee's activities are limited
to collecting and distributing the revenues from the Royalty Interest and paying
liabilities and expenses of the Trust. Generally, the Trust has no source of
liquidity and no capital resources other than the revenue attributable to the
Royalty Interest that it receives from time to time. See the discussion under
"THE ROYALTY INTEREST" for a description of the calculation of the Per Barrel
Royalty, and the discussion under "THE PRUDHOE BAY UNIT - Reserve Estimates" and
"INDEPENDENT OIL AND GAS CONSULTANTS' REPORT" in Part I, Item 1 of the Trust's
Annual Report on Form 10-K for the fiscal year ended December 31, 2000 (the
"Annual Report") for information concerning the estimated future net revenues of
the Trust. However, the Trustee does have a limited power to borrow, establish a
cash reserve, or dispose of all or part of the Trust Estate, under limited
circumstances pursuant to the terms of the Trust Agreement. See the discussion
under "THE TRUST" in Part I, Item 1 of the Annual Report.
The depressed WTI Prices during the fourth quarter of 1998 and first
quarter of 1999 resulted in the Trust not receiving distributions during the
first and second quarters of 1999. The Trustee, therefore, determined to
exercise certain of its limited powers under the Trust Agreement to obtain
liquidity in order to meet the Trust's future liabilities and expenses. Given
the unpredictability of WTI Prices and that the Trust only receives quarterly
distributions, the Trustee determined that a cash reserve is necessary to cover
any such future liabilities which may exceed those quarterly distributions
received by drawing upon the cash reserve. The Trustee has received an opinion
of counsel relating to certain tax matters as they pertain to the establishment
of the cash reserve.
During 1999 and 2000 the Trustee established a cash reserve of
$1,000,000 to provide liquidity to the Trust during any future periods in which
the Trust does not receive a distribution. Out of distributions received by the
Trust, the Trustee set aside $1,000,000 in the cash reserve, an amount equal to
approximately one year's expected liabilities and expenses of the Trust. The
$1,000,000 in the cash reserve was set aside over the course of four quarters,
with one quarter of such amount being set aside from each quarterly distribution
received by the Trust. The Trustee has set aside $250,000 from the July 15, 1999
distribution, $250,000 from the October 15, 1999 distribution, $250,000 from the
January 15, 2000 distribution and $250,000 from the April 15, 2000 distribution
for such cash reserve. The Trustee will draw funds from the cash reserve account
during any quarter in which the quarterly distribution received by the Trust
does not exceed the liabilities and expenses of the Trust, and will replenish
the reserve from future quarterly distributions, if any.
-9-
Amounts set aside for the cash reserve from time to time are being
invested in U.S. government or agency securities secured by the full faith and
credit of the United States. The Trustee has determined to distribute any
interest received from the investment to the holders of Units upon maturity on
that next Quarterly Record Date. The Trustee anticipates that it will keep this
cash reserve program in place until termination of the Trust.
As discussed under CERTAIN TAX CONSIDERATIONS in the Annual Report,
amounts received by the Trust as quarterly distributions are income to the
holders of the Units, (as will be any earning on investment of the cash reserve)
and must be reported by the holders of the Units, even if such amounts are used
to repay borrowings or establish a cash reserve and are not received by the
holders of the Units.
Results of Operations
Royalty revenues are generally received on the Quarterly Record Date
(generally the fifteenth day of the month) following the end of the calendar
quarter in which the related Royalty Production occurred. The Trustee, to the
extent possible, pays all expenses of the Trust for each quarter on the
Quarterly Record Date on which the revenues for the quarter are received. For
the statement of cash earnings and distributions, revenues and Trust expenses
are recorded on a cash basis and, as a result, royalties paid to the Trust and
distributions to Unit holders in the quarters ended September 30, 2001 and 2000
are attributable to the Company's operations during the quarters ended June 30,
2001 and 2000, respectively. Accordingly, royalties paid to the Trust and
distributions to Unit holders in the nine month period ended September 30 of
each year are attributable to the Company's operations during the first six
months of such year and the last three months of the preceding year.
The following table shows the factors employed to compute the Per
Barrel Royalty received by the Trust during the quarters ended September 30,
2001 and 2000 (see Note 1 of Notes to Financial Statements in Part I, Item 1).
The information in the table has been furnished by the Company.
Quarter June 30,
---------------------------------------------------------------
2001 2000
----------------------------- -----------------------------
Average WTI Price $ 27.86 $ 28.87
Chargeable Costs 10.75 10.00
Cost Adjustment Factor x 1.3683 x 1.3190
------------ ------------
Adjusted Chargeable Costs 14.71 13.19
Production Taxes + 3.28 + 3.47
------------ ------------
17.99 16.66
------------ ------------
Per Barrel Royalty $ 9.87 $ 12.21
============ ============
As long as the Company's average daily net production from the Prudhoe
Bay Unit exceeds 90,000 barrels, which the Company currently projects will
continue until the year 2009, the only factors affecting the Trust's revenues
and distributions to Unit holders are changes in WTI Prices, scheduled annual
increases in Chargeable Costs, changes in the Consumer Price Index, changes in
Production Taxes and changes in the expenses of the Trust.
-10-
During the third quarter of 2000, the Company and certain other Prudhoe
Bay working interest owners cross-assigned interests in the Field pursuant to a
Prudhoe Bay alignment agreement; the Company retained all rights, obligations
and liabilities associated with the Trust. This transaction is not expected to
have a material effect on the Trust's operation.
Quarter Ended September 30, 2001 Compared to
Quarter Ended September 30, 2000
The Trust's royalty revenues received in the quarter ended September
30, 2001 were $13,269,000 as compared to $16,425,000 for the same period a year
ago, a decrease of 19%. This was due to a decrease in the Per Barrel Royalty as
a result of an increase in total deductions from the Average WTI Price and a
decrease in the Average WTI Price attributable to the royalty payments received
for the quarter ended September 30, 2001. Total deductions from the Average WTI
Price (consisting of Adjusted Chargeable Costs and Production Taxes) increased
by $1.33 (approximately 8% percent) to $17.99 attributable to the quarter ended
September 30, 2001 from $16.66 attributable to the same period a year ago. The
$1.33 increase was due to an increase of $1.52 in the Adjusted Chargeable Costs
over the same period a year ago, $0.75 of which is attributable to the scheduled
increase in Chargeable Costs and $0.77 due to an increase in the cost adjustment
factor, and a decrease of $0.19 in production taxes over the same period a year
ago. Average WTI Price decreased to $27.86 for the quarter ended September 30,
2001 as compared to $28.87 for the same period a year ago. See the discussion
under "THE ROYALTY INTEREST" for a description of the calculation of the Per
Barrel Royalty in the Annual Report.
The Trust's cash distribution in the quarter ended September 30, 2001
was approximately $0.61 per unit as compared $0.76 for the same period a year
ago, a decrease of 20%. The decrease was due to a scheduled increase in
Chargeable Costs, an increase in the cost adjustment factor, and a decrease in
the Average WTI Price.
The Trustee's fees and expenses paid during quarter ended September 30,
2001 were $269,000 as compared to $232,000 for the same period a year ago.
Nine Months Ended September 30, 2001 Compared to
Nine Months Ended September 30, 2000
The Trust's royalty revenues for the nine months ended September 31,
2001 were $47,618,000 as compared to $45,370,000 for the same period a year ago.
This was due to an increase in the Average WTI Price to $29.56 for the nine
month period ended June 30, 2001 from $27.44 for same period a year ago. See the
discussion under "THE ROYALTY INTEREST" for a description of the calculation of
the Per Barrel Royalty in the Annual Report.
The Trust's cash distributions for the nine month period ended
September 30, 2001 were in the aggregate $2.20 per unit as compared to $2.07 per
unit the same period a year ago. This was due to an increase in the Average WTI
Price to $29.56 for nine month period ended June 30, 2001 from $27.44 for the
same period ended a year ago. No cash contribution was made to the cash reserve
for the nine month period ended September 30, 2001 as compared to a total of
$500,000 cash contribution to the cash reserve for the same period ended a year
ago, $250,000 of which was made in the first quarter and $250,000 in the second
quarter. The scheduled increase in Chargeable Costs increased to $10.50 for the
nine month period ended September 30, 2001 from $9.93 for the same period a year
ago.
The Trustee's fees and expenses paid during nine month period ended
September 30, 2001 were $680,000 as compared to $670,000 the same period a year
ago.
-11-
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
See discussion above under Item 2. Trustee's Discussion and Analysis
of Financial Condition and Results of Operations.
-12-
PART II
OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 2. Changes in Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 5. Other Information.
On October 15, 2001 the Trust received a cash distribution of
$12,315,987 from the Company with respect to the quarter ended September 30,
2001 and, after adding interest income of $14,856 and deducting expenses of
$44,113, on October 19, 2001 distributed $12,278,692, or approximately $0.57 per
Unit, to Unit holders of record.
-13-
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
4.1 BP Prudhoe Bay Royalty Trust Agreement dated February 28, 1989
among The Standard Oil Company, BP Exploration (Alaska) Inc.,
The Bank of New York, Trustee, and F. James Hutchinson,
Co-Trustee.
4.2 Overriding Royalty Conveyance dated February 27, 1989 between
BP Exploration (Alaska) Inc. and The Standard Oil Company.
4.3 Trust Conveyance dated February 28, 1989 between The Standard
Oil Company and BP Prudhoe Bay Royalty Trust.
4.4 Support Agreement dated as of February 28, 1989 among The
British Petroleum Company p.l.c., BP Exploration (Alaska)
Inc., The Standard Oil Company and BP Prudhoe Bay Royalty
Trust.
27 Financial Data Schedule
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended September
30, 2001.
SIGNATURE
Pursuant to the requirements 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.
BP PRUDHOE BAY ROYALTY TRUST
By: THE BANK OF NEW YORK,
as Trustee
By: /s/ Marie E. Trimboli
-----------------------------
Marie E. Trimboli
Assistant Vice President
Date: November 12, 2001
The registrant is a trust and has no officers or persons performing
similar functions. No additional signatures are available and none have been
provided.
INDEX TO EXHIBITS
Exhibit Exhibit
No. Description
- ------- ---------------
*4.1 BP Prudhoe Bay Royalty Trust Agreement dated February 28, 1989
among The Standard Oil Company, BP Exploration (Alaska) Inc.,
The Bank of New York, Trustee, and F. James Hutchinson,
Co-Trustee.
*4.2 Overriding Royalty Conveyance dated February 27, 1989 between
BP Exploration (Alaska) Inc. and The Standard Oil Company.
*4.3 Trust Conveyance dated February 28, 1989 between The Standard
Oil Company and BP Prudhoe Bay Royalty Trust.
*4.4 Support Agreement dated as of February 28, 1989 among The
British Petroleum Company p.l.c., BP Exploration (Alaska)
Inc., The standard Oil Company and BP Prudhoe Bay Royalty
Trust.
- -------------------
* Incorporated by reference to the correspondingly numbered exhibit to
the registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996 (Commission File No. 1-10243).