SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. )(2)
Williams Coal Seam Gas Royalty Trust
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(Name of Issuer)
Units of beneficial interest
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(Title of Class of Securities)
969450105
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(CUSIP Number)
Allen B. Holeman, Bear, Stearns & Co. Inc.
115 South Jefferson Road, Whippany, NJ 07981
(973) 793-2202
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 14, 2002
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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 that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [_].
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b)
for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of Pages)
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(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(SC13D-07/98)
CUSIP No. 969450105 13D Page of Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Bear Stearns Companies Inc.**
IRS # 13-3286161
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
Not Applicable
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5 CHECK BOX 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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7 SOLE VOTING POWER
NUMBER OF
0
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 3,308,791
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
3,308,791
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,308,791
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.1%
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14 TYPE OF REPORTING PERSON*
HC
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Quatro Finale IV, LLC
IRS # 13-4129602
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
Not Applicable
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5 CHECK BOX 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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7 SOLE VOTING POWER
NUMBER OF
0
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 3,308,791
-----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
3,308,791
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,308,791
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.1%
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14 TYPE OF REPORTING PERSON*
OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 969450105 13D Page of Pages
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Page 3
Schedule 13D Amendment No. 2
This statement constitutes Amendment No. 2 to the statement on Schedule 13D
(the "Schedule 13D") filed with the Securities and Exchange Commission by
Quatro Finale IV, LLC with respect to its ownership of the Units of beneficial
interest of Williams Coal Seam Gas Royalty Trust (the "Issuer").
Item 1: Security and Issuer.
No Change
Item 2: Identity and Background:
No Change
Item 3: Source and Amount of Funds or Other Consideration
Not Applicable
Item 4: Purpose of Transaction.
See Item 6
Item 5: Interest in Securities of the Issuer (as of 1/14/02)
(a) The responses of Quatro Finale IV, LLC to Rows (11) through (13)
of the cover page of this Amendment No. 2 to Schedule 13D
are incorporated herein by reference. To the best of Quatro Finale IV,
LLC's knowledge, none of its executive officers or directors beneficially
own any Common Stock of the Issuer.
(b) The responses of Quatro Finale IV, LLC to Rows (7) through (10) of the
cover page of this Amendment No. 2 to Schedule 13D are
incorporated herein by reference.
(c) Since the date of its last filing on Schedule 13D,
Quatro Finale IV, LLC has effected transactions in the
Subject Trust Units following Williams' exercise of the amended
call option (each as defined in item 6, herein). Information concerning
transactions is set forth in Appendix I, hereto.
(d) Not Applicable.
(e) Through January 14, 2002, Quatro Finale IV, LLC disposed of 1 percent or
more of the Units of beneficial interest of Williams Coal Seam Gas Royalty
Trust.
Item 6: Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
On August 11, 2000, Quatro Finale IV LLC ("QFIV") and the Williams
Companies, Inc. ("Williams") entered into a Purchase and Sale
Agreement (the "Existing Purchase Agreement") pursuant to which
QFIV purchased from Williams 3,568,791 units of beneficial interest
(the "Subject Trust Units") evidencing an undivided interest in the
Williams Coal Seam Gas Royalty Trust (the "Trust"). The Trust is
governed by that certain Trust Agreement dated as of December 1,
1992, as amended from time to time, among Williams Production
Company, Williams, Chemical Bank Delaware and Nations Bank of
Texas, N.A. (the "Trust Agreement"). The Existing Purchase Agreement
provides that under certain circumstances, QFIV has the right to cause
Williams to purchase all of the Subject Trust Units from QFIV (the Put
Option) and Williams has the right to repurchase all of the Subject Trust
Units from QFIV (the "Call Option"). Pursuant to the Existing Purchase
Agreement, each of the Put Option and Call Option may be exercised at
a stated strike price, which is subject to certain adjustments (including
with respect to certain distributions, tax credits, adjustments thereto
and accrued interest). The Existing Purchase Agreement further
provides that the Put Option expires upon exercise of the Call Option,
and the Call Option expires upon exercise of the Put Option, with both
the Put Option and Call Option expiring on June 30, 2003.
On September 26, 2001, the Existing Purchase Agreement was
amended by QFIV & Williams ("Amendment No. 1") to provide for multiple
exercises of the Call Option by Williams of the Subject Trust Units (the
"Amended Call Option"). Amendment No. 1 also provides that the Put
Option may be exercised by QFIV to cause Williams to purchase all of
the remaining Subject Unit Trusts not previously subject to the Amended
Call Option (the "Amended Put Option"). Pursuant to Amendment No. 1,
the Amended Call Option expires upon the exercise of the Amended Put
Option, and the Amended Put Option expires upon the repurchase by
Williams of all of the Subject Trust Units pursuant to the Amended Call
Option, with both the Amended Put Option and Amended Call Option
expiring on June 30, 2003.
On August 11, 2000, QFIV and Williams also entered into a separate
Nominee and Voting Rights Agreement (the "Voting Rights Agreement"),
pursuant to which QFIV granted Williams the voting rights (but not the
beneficial interest) associated with the Subject Trust Units. The voting
rights granted to Williams are limited to the extent that Williams may not
vote in favor of any proposed amendment to the Trust Agreement or to
the Gas Purchase Agreement and Gas Gathering Agreement (as those
terms are defined in the Existing Purchase Agreement). The voting
rights granted to Williams terminate and revert to QFIV upon the first
to occur of (i) July 1, 2003, or (ii) certain events relating to the financial
condition of Williams (including insolvency and bankruptcy proceedings).
Even after these voting rights revert to QFIV, QFIV is obligated to vote in
favor of a proposal to terminate the Trust if QFIV is a record holder for
voting purposes any time prior to (i) July 1, 2004, or (ii) the date on
which a registration of the Subject Trust Units, pursuant to the
Registration Rights Agreement between QFIV and Williams, dated
August 11, 2000, becomes effective
Page 4
** Quatro Finale IV LLC is a subsidiary of The Bear Stearns Companies Inc.
Signature:
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
January 14, 2001
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(Date)
/S/
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(Signature)
Francis Dunleavy/Senior Managing Director
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(Name/Title)
APPENDIX I
Units of beneficial interest of Williams Coal Seam Gas Royalty Trust
Trading from 12/18/01 through 01/14/02
(Various Firm Accounts)
***** 01/14 *****
150,000- WILLIAMS COAL SEAM GAS Exercised @ $5.1946
Attention. Intentional misstatements or omissions of fact constitute
federal criminal violations (see 18 U.S.C. 1001).