SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)
The Sabine Royalty Trust
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(Name of Issuer)
Units of Beneficial Interest
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(Title of Class of Securities)
785688102
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(CUSIP Number)
Michael S. Paquette
Vice President and Chief Accounting Officer
Fund American Enterprises Holdings, Inc.
The 1820 House,
Main Street,
Norwich, Vermont 05055-0850
(802) 649-3633
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 9, 1994
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box _____.
Check the following box if a fee is being paid with this statement _____.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class. See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
CUSIP NO. 785688 10 2
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(1) Name of Reporting Person. S.S. or I.R.S. Identification No. of Above
Person
Fund American Enterprises Holdings, Inc.
94-2708455
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(2) Check the Appropriate Box if a Member (a) ____________________
of a Group (See Instructions)
(b) ____________________
(3) (SEC Use Only)
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(4) Source of Funds (See Instructions)
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e)
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(6) Citizenship or Place of Organization Delaware
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Number of Units (7) Sole Voting Power
Beneficially Owned -----------------
by Each Reporting
Person With (8) Shared Voting Power
-------------------
1,196,600
(9) Sole Dispositive Power
----------------------
(10) Shared Dispositive Power
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1,196,600
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,196,600
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Units (See
Instructions)
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(13) Percent of Class Represented by Amount in Row (11)
Approximately 8.2%
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(14) Type of Reporting Person (See Instructions) HC, CO
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CUSIP NO. 785688 10 2
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(1) Name of Reporting Person. S.S. or I.R.S. Identification No. of Above
Person
Fund American Enterprises, Inc.
51-0328932
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(2) Check the Appropriate Box if a Member (a) ____________________
of a Group (See Instructions)
(b) ____________________
(3) (SEC Use Only)
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(4) Source of Funds (See Instructions)
- --------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e)
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(6) Citizenship or Place of Organization Delaware
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Number of Units (7) Sole Voting Power
Beneficially Owned -----------------
by Each Reporting
Person With (8) Shared Voting Power
-------------------
1,196,600
(9) Sole Dispositive Power
----------------------
(10) Shared Dispositive Power
------------------------
1,196,600
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,196,600
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Units (See
Instructions)
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
Approximately 8.2%
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(14) Type of Reporting Person (See Instructions) CO
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ONLY ITEMS REPORTED IN THIS AMENDMENT NO. 8 TO SCHEDULE 13D ARE AMENDED FROM THE
FILING ON SCHEDULE 13D (THE "SCHEDULE 13D") DATED DECEMBER 20, 1990, AS AMENDED
BY AMENDMENT NO. 1 DATED SEPTEMBER 29, 1992, AMENDMENT NO. 2 DATED MARCH 8,
1993, AMENDMENT NO. 3 DATED JUNE 23, 1993, AMENDMENT NO. 4 DATED OCTOBER 4,
1993, AMENDMENT NO. 5 DATED APRIL 7, 1994, AMENDMENT NO. 6 DATED JUNE 3, 1994
AND AMENDMENT NO. 7 DATED JULY 22, 1994. ALL OTHER ITEMS REMAIN UNCHANGED.
UNLESS OTHERWISE SPECIFIED, ALL DEFINED TERMS USED HEREIN HAVE THE MEANING
PREVIOUSLY ASCRIBED TO THEM IN THE SCHEDULE 13D.
Item 1. Security and Issuer.
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Item 2. Identity and Background.
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The new address of the principal business and principal office of Fund
American Enterprises, Inc. is The 1820 House, Main Street, Norwich, Vermont,
05055.
Schedule I, attached hereto, which is incorporated by reference,
replaces Schedule I to the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
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Item 4. Purpose of Transaction.
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Sales by FAE outlined in Schedule II attached hereto, which is
incorporated herein by reference, were made in the ordinary course of business
and not for the purpose or effect of changing or influencing the control of the
Issuer or in connection with, or as a participant in, any transaction having
such purpose or effect.
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Item 5. Interest in Securities of the Issuer.
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(a) & (b) FAEH owns all 1,196,600 Units indirectly through FAE. The
aggregate number of Units and the corresponding percentage of the outstanding
Units such number represents is as follows:
Percentage of
Units Units
Beneficially Beneficially
Person Owned Owned
------ ------------ -------------
FAEH 1,196,600 8.2%
FAE 1,196,600 8.2%
FAEH shares voting power and dispositive power with respect to its
1,196,600 Units with FAE.
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SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: November 16, 1994
FUND AMERICAN ENTERPRISES HOLDINGS, INC.
BY: /S/
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Name: Michael S. Paquette
Title: Vice President and
Chief Accounting Officer
FUND AMERICAN ENTERPRISES, INC.
BY: /S/
----------------------------
Name: Terry L. Baxter
Title: President and Secretary
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SCHEDULE I TO SCHEDULE 13D
Following is a list of the directors and executive officers of Fund
American Enterprises Holdings, Inc. (or "FAEH"), Fund American Enterprises, Inc.
(or "FAE") and Source One Mortgage Services Corporation (or "SOMSC"), setting
forth the business address and present principal occupation or employment (and
the name, principal business and address of any corporation or organization in
which such employment is conducted) of each such person. Each such person is a
citizen of the United States of America.
Present
Name and Principal Occupation
Business Address Office or Employment
- ---------------- ------ ----------------------
FAEH
John J. Byrne Chairman of the Board, Chairman of the Board,
Fund American Enterprises President & Chief President & Chief
Holdings, Inc. Executive Officer of Executive Officer of
The 1820 House, Main Street FAEH, Chairman of the FAEH
Norwich VT 05055-0850 Board of FAE,
Director of SOMSC
Howard L. Clark Director Retired
200 Park Avenue, Suite 4501 of FAEH
New York NY 10166
Howard L. Clark, Jr. Director Vice Chairman of Lehman
Lehman Brothers of FAEH Brothers
American Express Tower
New York NY 10128
George J. Gillespie, III Director Partner in Cravath,
Cravath, Swaine & Moore of FAEH Swaine & Moore
825 Eighth Avenue 825 Eighth Avenue
New York NY 10019 New York NY 10019
K. Thomas Kemp Executive Vice President, Executive Vice President,
The 1820 House, Main Street Treasurer & Corporate Treasurer & Corporate
Norwich VT 05055-0850 Secretary of FAEH, Secretary of FAEH
Director of FAE and SOMSC
Gordon S. Macklin Director Chairman of White River
8212 Burning Tree Road of FAEH Corporation
Bethesda MD 20817
Michael S. Paquette Vice President & Vice President &
The 1820 House, Main Street Chief Accounting Officer Chief Accounting Officer
Norwich VT 05055-0850 of FAEH, Director of FAE of FAEH
Allan L. Waters Senior Vice President & Senior Vice President &
The 1820 House, Main Street Chief Financial Officer Chief Financial Officer
Norwich VT 05055-0850 of FAEH, Director of of FAEH
FAE and SOMSC
Arthur Zankel Director Co-Managing Partner
First Manhattan Co. of FAEH First Manhattan Co.
437 Madison Ave.
New York NY 10022
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SCHEDULE I (cont.) TO SCHEDULE 13D
Present
Name and Principal Occupation
Business Address Office or Employment
- ---------------- ------ --------------------
FAE
Terry L. Baxter President & Scretary of FAE, President & Secretary of FAE
The 1820 House, Main Street Director of FAE and SOMSC
Norwich VT 05055-0850
SOMSC
Michael C. Allemang Executive Vice President & Executive Vice President &
27555 Farmington Road Chief Financial Officer of Chief Financial Officer of
Farmington Hills MI 48334 SOMSC, Director of SOMSC SOMSC
Lawrence J. Brady Senior Vice President- Senior Vice President-
27555 Farmington Road Residential Division Residential Division
Farmington Hills MI 48334 of SOMSC of SOMSC
James A. Conrad President & Chief President & Chief
27555 Farmington Road Executive Officer of Executive Officer of
Farmington Hills MI 48334 SOMSC, Director of SOMSC SOMSC
John A. Courson Senior Vice President Senior Vice President
27555 Farmington Road of SOMSC of SOMSC
Farmington Hills MI 48334
Robert R. Densmore Executive Vice President and Executive Vice President and
27555 Farmington Road Secretary of SOMSC, Director Secretary of SOMSC
Farmington Hills MI 48334 of SOMSC
William C. Manasco Senior Vice President- Senior Vice President-
27555 Farmington Road Operations Mgmt. Operations Mgmt.
Farmington Hills MI 48334 of SOMSC of SOMSC
Robert W. Richards Chairman of SOMSC Chairman of SOMSC
27555 Farmington Road
Farmington Hills MI 48334
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SCHEDULE II TO SCHEDULE 13D
Sales of Units of Beneficial Interest of Sabine Royalty Trust by the
Reporting Persons and by persons listed in Schedule I, attached hereto, within
the last 60 days.
Sold by Due Number Sold Unit Price
------- --- ----------- ----------
FAE 9-12-94 900 13.50
FAE 9-14-94 4,400 13.50
FAE 9-15-94 1,000 13.50
FAE 9-28-94 2,600 13.50
FAE 10-4-94 2,000 13.50
FAE 10-14-94 11,800 13.1917
FAE 10-19-94 13,600 13.0689
FAE 10-21-94 6,000 13.0625
FAE 10-26-94 5,000 13.00
FAE 10-28-94 4,000 13.00
FAE 11-2-94 4,000 12.875
FAE 11-4-94 6,000 12.7854
FAE 11-9-94 15,000 12.545
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