Attached files
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EX-99.1 - EX-99.1 - TEL OFFSHORE TRUST | a13-23159_1ex99d1.htm |
EX-99.3 - EX-99.3 - TEL OFFSHORE TRUST | a13-23159_1ex99d3.htm |
EX-99.2 - EX-99.2 - TEL OFFSHORE TRUST | a13-23159_1ex99d2.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 Exchange Act of 1934
Date of Report (Date of earliest event reported): October 31, 2013 (October 29, 2013)
TEL OFFSHORE TRUST
(Exact name of registrant as specified in its charter)
Texas |
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1-6910 |
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76-6004064 |
(State or other jurisdiction of |
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(Commission |
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(I.R.S. Employer |
The Bank of New York Mellon Trust Company, N.A., Trustee |
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78701 |
Registrants telephone number, including area code: (800) 852-1422
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events.
On October 31, 2013, TEL Offshore Trust (the Trust) issued a press release announcing that the TEL Offshore Trust Partnership (the Partnership) has consummated a sale of 25% (or 5% of 8/8ths ) the Partnerships remaining overriding royalty interest in certain oil and gas properties located offshore Louisiana (the Royalty Properties). The principal asset of the Trust consists of a 99.99% interest in the Partnership. In turn, the principal asset of the Partnership is the overriding royalty interest in the Royalty Properties. The Trusts source of capital is the Trusts share of the net proceeds from the Royalty Properties under the terms of the overriding royalty interest. The Partnership has retained a 60% interest in the overriding royalty interest (or 15% of 8/8ths).
The sale is governed by a letter agreement, pursuant to which the Partnership and RNR Production, Land and Cattle Company, Inc. (RNR Production) made various representations and warranties, with related indemnification obligations. In connection therewith, the Partnership and RNR Production executed a Partial Assignment of Overriding Royalty Interests.
The sale to RNR Production closed on October 31, 2013, but was effective as of August 1, 2013. The sale generated $1,200,000 in gross proceeds and occurred as part of the previously announced formal auction process for the overriding royalty interest. The Trust expects to receive promptly from the Partnership a distribution of approximately $1,151,885, representing 99.99% of the net proceeds from the sale of $1,152,000. The Trust intends to use approximately $300,000 of such net proceeds to repay the Trusts indebtedness under that certain Demand Promissory Note, dated May 23, 2013, in the original principal amount of $300,000, executed by the Trust and payable to The Bank of New York Mellon, N.A., and the remaining net proceeds for the payment of expenses of the Trust.
A copy of the letter agreement and the Partial Assignment of Overriding Royalty Interests referenced above are being filed as exhibits to this Current Report. The descriptions herein of such documents are summary in nature and are qualified by the actual terms thereof.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit |
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Description |
99.1 |
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TEL Offshore Trusts Press Release dated October 31, 2013. |
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99.2 |
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Letter Agreement dated October 29, 2013 between TEL Offshore Trust Partnership and RNR Production, Land and Cattle Company, Inc. |
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99.3 |
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Partial Assignment of Overriding Royalty Interests dated October 29, 2013 between TEL Offshore Trust Partnership and RNR Production, Land and Cattle Company, Inc. |
SIGNATURES
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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TEL Offshore Trust | ||
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By: |
The Bank of New York Mellon Trust Company, N.A., | |
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as Trustee | |
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Date: October 31, 2013 |
By: |
/s/ Michael J. Ulrich | |
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Name: |
Michael J. Ulrich | |
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Title: |
Vice President and Trust Officer | |
EXHIBIT INDEX
Exhibit |
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Description |
99.1 |
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TEL Offshore Trusts Press Release dated October 31, 2013. |
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99.2 |
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Letter Agreement dated October 29, 2013 between TEL Offshore Trust Partnership and RNR Production, Land and Cattle Company, Inc. |
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99.3 |
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Partial Assignment of Overriding Royalty Interests dated October 29, 2013 between TEL Offshore Trust Partnership and RNR Production, Land and Cattle Company, Inc. |