10-K405/A 1 d95424a1e10-k405a.txt AMENDMENT TO FORM 10-K -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------- FORM 10-K/A (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, 2001 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) --------------------- TEXAS 75-6280532 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) BANK OF AMERICA, N.A. TRUST DEPARTMENT P.O. BOX 830650 DALLAS, TEXAS 75202 (Address of Principal Executive Offices; Zip Code) (214) 209-2400 (Registrant's Telephone Number, Including Area Code) SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED ------------------- ----------------------------------------- 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, 2002, there were 46,608,796 Units of Beneficial Interest of the Trust outstanding with an aggregate market value on that date of $241,899,651. DOCUMENTS INCORPORATED BY REFERENCE "Units of Beneficial Interest" at page 1; "Trustee's Discussion and Analysis for the Three-Year Period Ended December 31, 2001" at pages 7 through 8; "Results of the 4th Quarters of 2001 and 2000" 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, 2001 are incorporated herein by reference for Item 5, Item 7 and Item 8 of Part II of this Report. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 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, 2001. 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, 2001, 2000 and 1999, the Trustee received total remuneration as follows:

CAPACITIES IN CASH NAME OF INDIVIDUAL OR NUMBER OF PERSONS IN GROUP WHICH SERVED COMPENSATION YEAR ------------------------------------------------ ------------- ------------ ---- Bank of America, N.A................................ Trustee $40,272(1) 1999 $57,680(1) 2000 $53,796(1) 2001

--------------- (1) Under the Trust Indenture, the Trustee is entitled to an administrative fee for its administrative services, preparation of quarterly and annual statements 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. 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, 2002, 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

--------------- (1) This information was provided to the Securities and Exchange Commission and to the Trust in a Form 4 dated January 6, 1994, filed with the Securities and Exchange Commission by Southland Royalty, a wholly-owned subsidiary of BRI, and in Amendment 5 to Schedule 13D and Schedule 13E-3 dated December 28, 1993, filed with the Securities and Exchange Commission by Southland Royalty and BRI. Such Units were reported to be owned directly by Southland Royalty, now BROG. The Form 4 filed by Southland Royalty and the Schedule 13D and Schedule 13E-3 filed by Southland Royalty and BRI with the Securities and Exchange Commission may be reviewed for more detailed information concerning the matters summarized herein. 11 (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. Subsequent to the filing of such Schedule 13G, McMorgan has informed the Trust that it is no longer the beneficial owner of such Units. 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. (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, 2002, an aggregate of 193,796 Units with no right to vote 88,794 of these Units, shared right to vote 2,002 of these Units and sole right to vote 103,000 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, 2001, 2000 and 1999 and Item 12(b) for information concerning Units owned by Bank of America, N.A. in various fiduciary capacities. 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, 2001: Independent Auditors' Report Statements of Assets, Liabilities and Trust Corpus at December 31, 2001 and 2000 Statements of Distributable Income for Each of the Three Years in the Period Ended December 31, 2001 Statements of Changes in Trust Corpus for Each of the Three Years in the Period Ended December 31, 2001 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. 12 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 26, 2002 (The Trust has no directors or executive officers.) 14