0001437749-15-010543.txt : 20150519 0001437749-15-010543.hdr.sgml : 20150519 20150518211857 ACCESSION NUMBER: 0001437749-15-010543 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150518 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150519 DATE AS OF CHANGE: 20150518 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DORCHESTER MINERALS, L.P. CENTRAL INDEX KEY: 0001172358 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 810551518 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50175 FILM NUMBER: 15874913 BUSINESS ADDRESS: STREET 1: 3838 OAK LAWN AVENUE STREET 2: SUITE 300 CITY: DALLAS STATE: TX ZIP: 75219-4541 BUSINESS PHONE: 2145590300 MAIL ADDRESS: STREET 1: 3838 OAK LAWN AVENUE STREET 2: SUITE 300 CITY: DALLAS STATE: TX ZIP: 75219-4541 FORMER COMPANY: FORMER CONFORMED NAME: DORCHESTER MINERALS LP DATE OF NAME CHANGE: 20020430 8-K 1 dmlp20150518_8k.htm FORM 8-K dmlp20150518_8k.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): May 18, 2015

 

 

DORCHESTER MINERALS, L.P.

(Exact name of Registrant as specified in its charter)

 

 

 

Delaware

 

000-50175

 

81-0551518

(State or other jurisdiction of

 

Commission

 

(I.R.S. Employer

incorporation or organization

 

File Number

 

Identification No.)

 

 

3838 Oak Lawn, Suite 300, Dallas, Texas 75219

(Address of principal executive offices) (Zip Code)

 

Registrant's telephone number, including area code:  (214) 559-0300

 

N/A

(Former name, former address and former fiscal year, 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 (See General Instruction A.2. below):

 

[   ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

[   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 
1
 

 

Item 5.02.      Departure of Directors or Certain Officers, Appointment of Certain Officers.

 

On May 18, 2015, Dorchester Minerals, L.P. (the “Company”) appointed Bradley J. Ehrman to serve as its Chief Operating Officer, effective immediately.  Mr. Ehrman is succeeding James E. Raley who retired from his position as the Company’s Chief Operating Officer, effective May 18, 2015, a position he has held since the Company’s formation in 2001. Mr. Raley will continue to serve as a member and Vice-Chairman of the Company’s Board of Managers.

 

Mr. Ehrman, age 38, served as the Company’s Engineering Manager from 2004 to 2011 when he was named Vice President of Operations. Mr. Ehrman graduated with Distinction with a Bachelor of Science in Petroleum Engineering from the University of Alberta, and received his MBA from the Jones Graduate School of Management at Rice University. Mr. Ehrman will receive a base salary of $185,000 per year and will be eligible for deferred compensation and discretionary bonus awards in accordance with Company policy.

 

On May 18, 2015, the Company also appointed Leslie A. Moriyama to serve as its Chief Financial Officer, effective immediately. Ms. Moriyama is succeeding H.C. “Pete” Allen, Jr. who retired from his position as the Company’s Chief Financial Officer, effective May 18, 2015, a position he has held since the Company’s formation in 2001. Mr. Allen will continue to serve as a member of the Company’s Board of Managers.

 

Ms. Moriyama, age 37, most recently served as a Director of Capital Markets and Accounting Advisory Services at PricewaterhouseCoopers LLC from 2014 to 2015. From 2008 to 2014, she served as Manager-Financial Reporting and Director-Accounting of the Mid-Continent Business Unit of Encana Oil & Gas (USA) Inc., a North American energy producer. Ms. Moriyama graduated with Bachelor of Commerce in Accounting and Bachelor of Arts in Economics from the University of Calgary, and is a Chartered Accountant. Ms. Moriyama will receive a base salary of $150,000 per year and an annual bonus of $30,000 through 2016 and will be eligible for discretionary bonus awards in accordance with Company policy. During the period from May 18, 2015 through December 31, 2016, Ms. Moriyama will be eligible for an additional bonus in an amount estimated to be the taxable equivalent of the deferred compensation award to which she would otherwise be eligible had she been employed in accordance with Company policy. Ms. Moriyama will be eligible for deferred compensation awards in accordance with Company policy should she be continuously employed by the Company through January 1, 2017.

 

In connection with the appointment of Ms. Moriyama and Mr. Ehrman as Chief Financial Officer and Chief Operating Officer, respectively, each executive officer will enter into an indemnity agreement with the Company, in the form of Exhibit 10.1 to the Company’s quarterly report on Form 10-Q for the quarter ended June 30, 2004 (“Indemnity Agreement), which provides indemnification for such executive officer to the fullest extent not prohibited by Delaware law against all expenses (including attorney’s fees) and settlement amounts paid or incurred by such executive officer in any action or proceeding as the Company’s executive officer. In addition, the Indemnity Agreements provide for reimbursement and advancement of expenses in certain circumstances.

 

The foregoing description of the terms of the Indemnity Agreement is qualified in its entirety by the Indemnity Agreement, which is filed as Exhibit 10.1 to the Company’s quarterly report on Form 10-Q for the quarter ended June 30, 2004 and is incorporated herein by reference.

 

Item 7.01(d).  Regulation FD Disclosure.

 

On May 18, 2015, the Company issued a press release announcing the retirement of certain officers and the appointment of their respective successors. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

 

In accordance with General Instruction B.2 of Form 8-K, neither the information under this Item 7.01 nor the press release attached as Exhibit 99.1 shall be deemed “filed” for the purposes of Section 18 of the Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information and exhibit be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act of 1934, each as amended, except as shall be expressly set forth by specific reference in such a filing.

 

Item 9.01(d).  Exhibits.

 

Exhibit

Number

  

Description

     

99.1

  

Press Release dated May 18, 2015

 

 
2
 

 

SIGNATURE

 

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, thereunto duly authorized.

 

 

 

DORCHESTER MINERALS, L.P.

Registrant

 

by  Dorchester Minerals Management LP

its General Partner,

by  Dorchester Minerals Management GP LLC

its General Partner

 

 

 

 

 

       
       

Date: May 18, 2015

 

  

 

 

By:

/s/ William Casey McManemin

 

 

 

     William Casey McManemin

 

 

 

     Chief Executive Officer

 

 

 

 

 

 

3

 EX-99.1 2 ex99-1.htm EXHIBIT 99.1 dmlp20150518_8k.htm

 

Exhibit 99.1

  

 

NEWS RELEASE

Dorchester Minerals, L.P.

 

Release Date:

May 18, 2015

3838 Oak Lawn Ave., Suite 300

   

Dallas, Texas 75219-4541

Contact:

Casey McManemin

(214) 559-0300

 

 

DORCHESTER MINERALS, L.P. ANNOUNCES

RETIREMENTS AND NEW APPOINTMENTS

 

DALLAS, TEXAS -- Dorchester Minerals, L.P. (the “Company”) has appointed Bradley J. Ehrman to serve as its Chief Operating Officer, effective immediately. Mr. Ehrman, age 38, served as the Company’s Engineering Manager from 2004 to 2011 when he was named Vice President of Operations. Mr. Ehrman graduated with Distinction with a Bachelor of Science in Petroleum Engineering from the University of Alberta and received his MBA from the Jones Graduate School of Management at Rice University. Mr. Ehrman succeeds James E. Raley who retired from his position as the Company’s Chief Operating Officer, a position he has held since the Company’s formation in 2001. Mr. Raley will continue to serve as a member and Vice-Chairman of the Company’s Board of Managers.

 

In addition, the Company has appointed Leslie A. Moriyama to serve as its Chief Financial Officer, effective immediately. Ms. Moriyama, age 37, most recently served as a Director of Capital Markets and Accounting Advisory Services at PricewaterhouseCoopers LLC from 2014 to 2015. From 2008 to 2014, she served as Manager-Financial Reporting and Director-Accounting of the Mid-Continent Business Unit of Encana Oil & Gas (USA) Inc., a North American energy producer. Ms. Moriyama graduated with Bachelor of Commerce in Accounting and Bachelor of Arts in Economics from the University of Calgary and is a Chartered Accountant. Ms. Moriyama succeeds H.C. “Pete” Allen, Jr. who retired from his position as the Company’s Chief Financial Officer, a position he has held since the Company’s formation in 2001. Mr. Allen will continue to serve as a member of the Company’s Board of Managers.

 

The Company has appointed Teresa Williams to serve as its Controller, effective immediately. Ms. Williams served as the Company’s senior accountant since 2006 and is a Certified Public Accountant. Ms. Williams succeeds Kathy Rawlings who retired from her position as the Company’s Controller, a position she has held since the Company’s formation in 2001. Ms. Rawlings will continue to serve the Company as a consultant and advisor to Ms. Moriyama and Ms. Williams during their transition.

 

Dorchester Chairman and CEO Casey McManemin said, “I am excited about the addition of Leslie to the Dorchester team, and proud to promote Teresa and Brad to their new and well-deserved positions. I look forward to what the team can do together for the benefit of our unitholders. We are grateful for Kathy, Jim and Pete’s commitment and contributions to the Company and its successes. Their 75 years of combined service to the Company and its predecessors are invaluable and irreplaceable.”

 

Dorchester Minerals, L.P. is a Dallas based owner of producing and non-producing crude oil and natural gas mineral, royalty, overriding royalty, net profits, and leasehold interests and its common units trade on the NASDAQ Global Select Market under the symbol DMLP.

 

FORWARD-LOOKING STATEMENTS

 

Portions of this document may constitute "forward-looking statements" as defined by federal law. Such statements are subject to certain risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected. Examples of such uncertainties and risk factors include, but are not limited to, changes in the price or demand for oil and natural gas, changes in the operations on or development of the Partnership's properties, changes in economic and industry conditions and changes in regulatory requirements (including changes in environmental requirements) and the Partnership's financial position, business strategy and other plans and objectives for future operations. These and other factors are set forth in the Partnership's filings with the Securities and Exchange Commission.