Current Report Filing (8-k)
June 24 2019 - 7:06AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
June 23, 2019
Texas
Pacific Land Trust
(Exact
name of registrant as specified in its charter)
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Not
Applicable
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1-737
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75-0279735
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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1700
Pacific Avenue, Suite 2770
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Dallas,
Texas
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75201
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(Address
of principal
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(Zip
Code)
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executive
offices)
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Registrant’s
telephone number, including area code:
(214) 969-5530
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting
material pursuant to Rule l4a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Securities
registered pursuant to Section 12(b) of the Act:
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Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Sub-shares
in Certificates of Proprietary Interest
(par
value $0.03-1/3 per share)
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TPL
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New
York Stock Exchange
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On
June 23, 2019, Texas Pacific Land Trust (the “
Trust
”) formed a Conversion Exploration Committee (the “
Committee
”).
The Committee will evaluate, from a corporate, corporate governance, tax, accounting and business perspective, whether the Trust
should be converted into a C-corporation or, in the alternative, whether the Trust should remain a business trust (with potential
amendments to the Trust’s declaration of trust). A copy of the Committee’s charter is attached hereto as
Exhibit 99.1
and is incorporated by reference herein.
On
June 24, 2019, the Trust sent a letter to Murray Stahl, Chairman and CEO of Horizon Kinetics LLC (“
Horizon
”),
inviting Horizon, as the Trust’s largest shareholder, to designate a person of Horizon’s choosing to serve as a member
of the Committee. A copy of the letter is attached hereto as
Exhibit 99.2
and is incorporated by reference herein.
Also,
on June 24, 2019, the Trust issued a press release announcing the formation of the Committee. A copy of the press release is attached
hereto as
Exhibit 99.3
and is incorporated by reference herein.
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Item
9.01.
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Financial
Statements and Exhibits.
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(d)
Exhibits.
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 hereunto duly authorized.
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Date:
June 24, 2019
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TEXAS
PACIFIC LAND TRUST
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By:
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/s/
Robert Packer
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Name:
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Robert
Packer
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Title:
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Chief
Financial Officer
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2
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