Current Report Filing (8-k)
21 February 2020 - 8:24AM
Edgar (US Regulatory)
0000097517
false
TX
0000097517
2020-02-20
2020-02-20
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): February
20, 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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☐
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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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☐
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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:
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 be February 20,
2020.
On February 20, 2020, the Trust and the Investor
Group entered into the First Amendment to Settlement Agreement (the “Amendment”), which became effective as of the
same date. The Amendment provides that the Decision Period shall extend through March 6, 2020.
Other
than as expressly modified pursuant to the 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 Amendment is qualified by the full text of such amendment, which is attached hereto as Exhibit 10.1
and is incorporated by reference herein.
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: February
20, 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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