Additional Proxy Soliciting Materials (definitive) (defa14a)
May 21 2019 - 5:28PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
14A
(Rule
14a-101)
INFORMATION
REQUIRED IN
PROXY
STATEMENT
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934
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by the registrant ☒
Filed by a party other than the registrant ☐
Check
the appropriate box:
☐
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Preliminary
Proxy Statement
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Confidential,
for use of the Commission only (as permitted by Rule 14a-6(e)(2))
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Definitive
Proxy Statement
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Definitive
Additional Materials
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Soliciting
Material Pursuant to §240.14a-12
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Texas
Pacific Land Trust
(Name
of registrant as specified in its charter)
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of the filing fee (check the appropriate box):
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fee required.
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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of each class of securities to which transaction applies:
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Texas Pacific Land Trust Files Lawsuit Against
Eric Oliver for Securities Law Violations
Postpones Special Meeting to Provide Shareholders
the Opportunity to Vote on a Fully Informed Basis
DALLAS (May 21, 2019) – Texas Pacific
Land Trust (NYSE: TPL) (the “Trust”) today announced that it has filed a lawsuit (the “Lawsuit”) in the
United States District Court for the Northern District of Texas against Eric L. Oliver for violations of federal securities laws
in connection with the proxy contest Mr. Oliver initiated to be elected as a trustee of TPL. The Trust also announced that the
special meeting of shareholders previously scheduled to be convened on May 22, 2019, and to be adjourned until June 6, 2019, has
been postponed until further notice.
The Lawsuit alleges that Mr. Oliver made material
misstatements and failed to disclose material information relevant to shareholders and that Mr. Oliver has acted in concert with
an undisclosed group including Santa Monica Partners, Universal Guaranty Life Insurance Company and potentially other third parties.
The declaratory and injunctive relief sought in the Lawsuit seeks to compel Mr. Oliver to provide complete and accurate information
about his actions and his past in order to allow shareholders to make a fully informed decision.
“We have repeatedly raised serious questions
about Mr. Oliver’s background and potential conflicts of interest, to which he has refused to provide an adequate reply,”
said Trustee David E. Barry. “Election of an unqualified or conflicted trustee could cause significant harm to the Trust
and its shareholders, so we have no choice but to ask the Court to help us protect shareholders’ interests. We have postponed
the special meeting to ensure that shareholders have the opportunity to cast a fully informed vote.”
Shareholders will be notified of the exact
date, time, and location of the rescheduled Special Meeting at a later date.
Sidley Austin LLP is representing the Trust.
Forward-Looking Statements
This release may contain statements that are
“forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. All statements contained in this release, other than statements of historical
fact, are “forward-looking statements” for purposes of these provisions, including statements regarding Texas Pacific’s
future operations and prospects, the markets for real estate in the areas in which Texas Pacific owns real estate, applicable zoning
regulations, the markets for oil and gas, production limits on prorated oil and gas wells authorized by the Railroad Commission
of Texas, expected competitions, management’s intent, beliefs or current expectations with respect to Texas Pacific’s
future financial performance and other matters. Texas Pacific cautions readers that various factors could cause its actual financial
and operational results to differ materially from those indicated by forward-looking statements made from time-to-time in news
releases, reports, proxy statements and other written communications, as well as oral statements made from time to time by representatives
of Texas Pacific. The following factors, as well as any other cautionary language included in this release, provide examples of
risks, uncertainties and events beyond our control that may cause Texas Pacific’s actual results to differ materially from
the expectations Texas Pacific describes in such forward-looking statements: global economic conditions; market prices of oil and
gas; the demand for water services by operators in the Permian Basin; the impact of government regulation; the impact of competition;
the continued service of key management personnel; and other risks and uncertainties disclosed in Texas Pacific’s annual
reports on Form 10-K and quarterly reports on Form 10-Q. We undertake no obligation to update publicly or otherwise revise any
forward-looking statements, whether as a result of new information, future events or other factors that affect the subject of these
statements, except where we are expressly required to do so by law.
Contacts:
Media:
Abernathy MacGregor
Sydney Isaacs / Jeremy Jacobs
(713) 343-0427 / (212) 371-5999
sri@abmac.com /
jrj@abmac.com
Investor Relations:
MacKenzie Partners
Paul Schulman / David Whissel
(212) 929-5500 or (800) 322-2885
pschulman@mackenziepartners.com
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