Current Report Filing (8-k)
March 06 2020 - 5:07PM
Edgar (US Regulatory)
0000097517
false
TX
0000097517
2020-03-06
2020-03-06
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): March 6, 2020
Commission
File Number: 1-737
Exact
name of registrant as specified in its charter:
TEXAS
PACIFIC LAND TRUST
State
or other jurisdiction of incorporation or organization:
NOT
APPLICABLE
IRS
Employer Identification No.:
75-0279735
Address
of principal executive offices:
1700
Pacific Avenue, Suite 2900
Dallas, Texas 75201
Registrant’s
telephone number, including area code:
214-969-5530
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:
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or
Rule 12b-2 of the Securities Exchange Act of 1934.
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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Item
1.01.
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Entry
into a Material Definitive Agreement.
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As previously disclosed, on July 30, 2019,
Texas Pacific Land Trust (the “Trust”) entered into a settlement agreement (the “Settlement Agreement”)
with Horizon Kinetics LLC, Horizon Kinetics Asset Management LLC, Murray Stahl, SoftVest, L.P., SoftVest Advisors, LLC,
Eric L. Oliver, ART-FGT Family Partners Limited, Tessler Family Limited Partnership and Allan R. Tessler (the “Investor Group”)
with respect to, among other things, litigation that was pending prior to such time between the parties. The Settlement Agreement
provides that, among other things, if the Conversion Exploration Committee of the Trust (the “Committee”) recommends
a plan of conversion within a timeframe appointed by the Settlement Agreement, the Trustees will thereafter have a time period
of 30 days following the receipt of such recommendation to decide whether to implement such plan of conversion (such time period,
the “Decision Period”). As the Committee recommended a plan of conversion to the Trustees on January 21, 2020, the
end of the Decision Period pursuant to the Settlement Agreement would have been February 20, 2020. On February 20, 2020, the Trust
and the Investor Group entered into the First Amendment to Settlement Agreement (the “First Amendment”), which provided
that the Decision Period would extend through March 6, 2020.
On March 6, 2020, the Trust and the Investor
Group entered into the Second Amendment to Settlement Agreement (the “Second Amendment”), which became effective as
of the same date. The Second Amendment provides that the Decision Period shall extend through March 20, 2020.
Other than as expressly modified pursuant to
the Second Amendment, the Settlement Agreement, which was filed as Exhibit 99.1 to the Current Report on Form 8-K filed by the
Trust with the U.S. Securities and Exchange Commission on July 31, 2019, remains in full force and effect.
The
foregoing description of the Second Amendment is qualified by the full text of such amendment, which is attached hereto as Exhibit
10.1 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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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Trust has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
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TEXAS
PACIFIC LAND TRUST
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Date:
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March
6, 2020
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By:
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/s/
Robert J. Packer
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Robert
J. Packer
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General
Agent and Chief Financial Officer
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2
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