Attached files
| file | filename |
|---|---|
| EX-10.4 - Reef Oil & Gas Income & Development Fund III LP | v171990_ex10-4.htm |
| EX-10.1 - Reef Oil & Gas Income & Development Fund III LP | v171990_ex10-1.htm |
| EX-10.3 - Reef Oil & Gas Income & Development Fund III LP | v171990_ex10-3.htm |
| EX-10.2 - Reef Oil & Gas Income & Development Fund III LP | v171990_ex10-2.htm |
| EX-10.5 - Reef Oil & Gas Income & Development Fund III LP | v171990_ex10-5.htm |
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
and Exchange Act of 1934
Date
of report (Date of earliest event reported): January 19,
2010
REEF
OIL & GAS INCOME AND DEVELOPMENT FUND III, L.P.
(Exact
name of registrant as specified in its charter)
|
Texas
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000-53795
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26-0805120
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|
(State
or other jurisdiction
|
(Commission
|
(IRS
Employer
|
|
of
incorporation)
|
File
Number)
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Identification
No.)
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1901 N. Central Expressway,
Suite 300, Richardson, Texas 75080
(Address
of principal executive offices)
(972)
437-6792
(Registrant’s
telephone number, including area code)
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:
|
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
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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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|
o
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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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Item
1.01
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Entry
in a Material Definitive Agreement
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The
disclosures set forth under Item 2.01 are incorporated by reference into
this Item 1.01.
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Item
2.01
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Completion
of Acquisition or Disposition of
Assets.
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On
January 19, 2010, RCWI, L.P. (“RCWI”), an affiliate of Reef Oil & Gas
Partners, L.P., the managing general partner of Reef Oil & Gas Income and
Development Fund III, L.P (the “Registrant”), completed the acquisition of
certain working interests in oil and gas properties from Azalea Properties Ltd.
(“Seller”) for a purchase price of $21,610,116 pursuant to a Purchase and Sale
Agreement between RCWI and the Seller dated December 18, 2009 (the “Azalea
Purchase Agreement”). The Azalea Purchase Agreement is subject to
three side letter agreements regarding the post-closing acquisition of proven
undeveloped properties, the post-closing resolution of properties with title
defects, and the post-closing resolution of third-party consents for certain
properties (collectively, the “Side Letter Agreements”).
RCWI
entered into a Purchase and Sale Agreement (the “RCWI Agreement”), dated January
19, 2010, to sell portions of the working interests acquired from the Seller to
the Registrant. The Registrant acquired approximately 61.00% of the
working interests initially acquired by RCWI from the Seller for a purchase
price of approximately $13,182,171 in cash subject to post-closing adjustments.
RCWI is also assigning portions of the
acquired working interests to other Reef
affiliates on the same terms.
The oil
and gas working interests acquired by the Registrant are represented by leases
and cover more than 400 properties, including more than 1,400 wells, located in
Texas, California, New Mexico, Louisiana, Oklahoma, North Dakota, Mississippi,
Alabama, Kansas, Montana, Colorado, and Arkansas. The acquired
working interests represent a minority interest in each of the properties and
are operated by more than 100 different operators, none of which are affiliates
of Reef Oil & Gas Partners, L.P.
The
Seller has no material relationship with the Registrant, Reef Oil & Gas
Partners, L.P., or its affiliates, other than through the related purchase
contracts mentioned above. RCWI and the Registrant are under the
indirect common control of Michael Mauceli.
The
foregoing descriptions of the Azalea Purchase Agreement, the RCWI Agreement, and
Side Letter Agreements are qualified entirely by reference to the copies of said
agreements attached as Exhibits 10.1 through 10.5 to this current report on Form
8-K.
Section
9 – Financial Statements and Exhibits
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Item
9.01
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Financial
Statements and Exhibits.
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(a) Financial statements: The financial statements required by
Item 9.01(a) of Form 8-K will be filed by amendment no later than 71 calendar
days after the date of this Form 8-K.
(b) Pro forma financial
information: The pro forma financial information required by Item 9.01(b)
of Form 8-K will be filed by amendment no later than 71 calendar days after the
date of this Form 8-K.
(c) Shell company transaction:
This section does not apply.
(d) Exhibits:
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10.1
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Purchase
and Sale Agreement, dated January 19, 2010, by and between Azalea
Properties Ltd. And RCWI, L.P.
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10.2
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Purchase
and Sale Agreement, dated January 19, 2010, by and between RCWI, L.P., and Reef Oil & Gas Income and
Development Fund III, L.P.
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|
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10.3
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Side
Letter Agreement, dated January 19, 2010 between RCWI, L.P. and Azalea
Properties Ltd. regarding Post Closing
PUDs.
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10.4
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Side
Letter Agreement, dated January 19, 2010 between RCWI, L.P. and Azalea
Properties Ltd. Regarding Post Closing Properties/Title Defect
Notice.
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10.5
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Side
Letter Agreement, dated January 19, 2010 between RCWI, L.P. and Azalea
Properties Ltd. Regarding Third Party
Consents.
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2
SIGNATURES
Pursuant
to the requirement 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.
Dated: January
22, 2010
|
Reef
Oil & Gas Income and
Development Fund III, L.P.
(Registrant)
|
|||
| By: | Reef Oil & Gas Partners, L.P. | ||
| A Nevada Limited Partnership | |||
| By: |
Reef
Oil & Gas Partners, GP, LLC
Its general partner
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||
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|
By:
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/s/ Michael J. Mauceli | |
| Michael J. Mauceli | |||
| Manager | |||
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