DALLAS, Jan. 9, 2014 /PRNewswire/ -- Dominion
Resources Black Warrior Trust (NYSE: DOM) ("Dominion" or the
"Trust") announced today that Bank of America, N.A., also known as
U.S. Trust, Bank of America Private Wealth Management ("Trustee" or
"Bank of America"), will be resigning as Trustee of the Trust
subject to the conditions set forth below. Following the
distribution of requests for proposal to and discussions with a
number of potential candidates, Bank of America intends to nominate
Southwest Bank, an independent state bank chartered under the laws
of the State of Texas and
headquartered in Fort Worth, Texas
("Southwest Bank"), as successor trustee at a special meeting of
unitholders of the Trust to be called for the purpose of approving
a successor trustee of the Trust (the "Special Meeting"). All
unitholders of record as of the record date for the Special Meeting
will receive a notice of Special Meeting and proxy materials
detailing the matters to be voted on at the Special Meeting as well
as the time and location of the Special Meeting.
Bank of America's resignation is conditioned on the satisfaction
or waiver by Bank of America of the following:
- The appointment of Southwest Bank as trustee of Sabine Royalty
Trust (another royalty trust for which Bank of America currently
serves as trustee).
- The appointment of Southwest Bank or another successor trustee
as trustee of the Trust and five other royalty trusts for which
Bank of America currently serves as trustee and as agent under a
disbursing arrangement for which Bank of America currently serves
as agent.
- The accuracy of certain representations and warranties and
performance of certain agreements made by Southwest Bank in an
agreement between Bank of America and Southwest Bank.
- No governmental injunction, order or other action that would
prohibit Southwest Bank's appointment, Bank of America's
resignation or the other actions described above.
The effective date of Bank of America's resignation shall be
May 30, 2014, assuming all of the
conditions described above have been satisfied or waived by Bank of
America as of such date. If the conditions described above
have not been satisfied or waived by Bank of America as of such
date, the resignation shall be effective August 29, 2014, assuming all of the conditions
described above have been satisfied or waived by Bank of America as
of such date. If the resignation is not effective as of such
later effective date, Bank of America will notify unitholders of
the new effective date.
"Southwest Bank's senior management has expertise in handling
royalty trusts and, as the largest independent commercial bank in
Tarrant County, we are excited to
have the opportunity to expand the Bank's Wealth Management
services into this line of business," said Vernon Bryant, Chairman and Chief Executive
Officer of Southwest Bank.
Forward-looking Statements
Any statements in this
press release about plans for the Trust, the expected timing of the
completion of the proposed resignation of the Trustee or
appointment of a successor trustee, and other statements containing
the words "estimates," "believes," "anticipates," "plans,"
"expects," "will," "may," "intends" and similar expressions, other
than historical facts, constitute forward-looking statements within
the meaning of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Factors or risks that could cause
our actual results to differ materially from the results we
anticipate include, but are not limited to the inability of the
Trustee to resign or Southwest Bank to assume duties as successor
trustee due to the failure to obtain necessary unitholder or court
approval or the failure to satisfy other conditions set forth
above.
Actual results may differ materially from those indicated by
such forward-looking statements. In addition, the forward-looking
statements included in this press release represent the Trustee's
views as of the date hereof. The Trustee anticipates that
subsequent events and developments may cause its views to change.
However, while the Trustee may elect to update these
forward-looking statements at some point in the future, it
specifically disclaims any obligation to do so. These
forward-looking statements should not be relied upon as
representing the Trustee's views as of any date subsequent to the
date hereof.
Additional Information and Where to Find It
In
connection with the Trustee's proposed resignation and nomination
of Southwest Bank as successor trustee, the Trust will file with
the SEC and furnish to the unitholders a proxy statement and other
relevant documents. This press release does not constitute a
solicitation of any vote or approval. Unitholders are urged to read
the proxy statement when it becomes available and any other
documents to be filed with the SEC in connection with the proposed
transaction or incorporated by reference in the proxy statement
because they will contain important information about the proposed
transaction.
Unitholders will be able to obtain a free copy of documents
filed with the SEC at the SEC's website at http://www.sec.gov. In
addition, unitholders may obtain a free copy of the Trust's filings
with the SEC from the Trust's website at
http://www.dom-dominionblackwarriortrust.com/ or by directing a
request to the Trustee at the phone number set forth below.
The Trust, the Trustee and the Trustee's directors, executive
officers and certain other members of management and employees of
the Trustee may be deemed "participants" in the solicitation of
proxies from unitholders of the Trust in favor of the proposed
transaction. Information regarding the persons who may, under the
rules of the SEC, be considered participants in the solicitation of
the unitholders of the Trust in connection with the proposed
transaction, and their direct or indirect interests, by security
holdings or otherwise, which may be different from those of the
Trust's unitholders generally, will be set forth in the proxy
statement and the other relevant documents to be filed with the
SEC. You can find information about the Trustee in the Trust's
Annual Report on Form 10-K for the fiscal year ended December 31, 2012.
Dominion's cash distribution history, current and prior year
financial reports and tax information booklets, a link to filings
made with the Securities and Exchange Commission and more can be
found on its website at
http://www.dom-dominionblackwarriortrust.com/
SOURCE Dominion Resources Black Warrior Trust