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): January 9, 2014
SABINE ROYALTY TRUST
(Exact name of Registrant as specified in its charter)
| Texas | 1-8424 | 76-6297143 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| U.S. Trust, Bank of America, Private Wealth Management 901 Main Street, 17th Floor Dallas, Texas |
75202 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s Telephone Number, including area code: (214) 209-2400
Not Applicable
(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.):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| þ | 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)) |
Item 8.01. Other Events.
On January 9, 2014, Sabine Royalty Trust (the “Registrant”) issued a notice to unitholders (the “Notice”) and a press release (the “Press Release”) announcing that Bank of America, N.A., also known as U.S. Trust, Bank of America Private Wealth Management (“Bank of America” or the “Trustee”) will be resigning as trustee of the Registrant, subject to the conditions set forth in the Notice and that Bank of America intends to nominate Southwest Bank as successor trustee of the Registrant. The Notice and Press Release are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference.
Forward-looking Statements
Any statements in this Current Report on Form 8-K and the exhibits filed or furnished herewith about plans for the Registrant, 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 in the exhibits filed or furnished with this Current Report on Form 8-K.
Actual results may differ materially from those indicated by such forward-looking statements. In addition, the forward-looking statements included in the materials 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 Registrant will file with the SEC and furnish to the unitholders a proxy statement and other relevant documents. This Current Report on Form 8-K and the exhibits filed or furnished herewith do 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 Registrant’s filings with the SEC from the Registrant’s website at http://www.sbr-sabineroyalty.com/ or by directing a request to the Trustee by calling (214) 209-2400.
The Registrant, 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 Registrant 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 Registrant 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 Registrant’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 Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| 99.1 | Notice to unitholders dated January 9, 2014 | |
| 99.2 | Press Release dated January 9, 2014. | |
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 thereunto duly authorized.
| SABINE ROYALTY TRUST | ||
| By: | BANK OF AMERICA, N.A., TRUSTEE FOR SABINE ROYALTY TRUST | |
| By: | /s/ RON E. HOOPER | |
| Ron E. Hooper | ||
| Senior Vice President | ||
Date: January 9, 2014
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Notice to unitholders dated January 9, 2014 | |
| 99.2 | Press Release dated January 9, 2014. | |
Exhibit 99.1
January 9, 2014
VIA REGISTERED MAIL
To Unitholders:
Notice is hereby given that Bank of America, N.A., also known as U.S. Trust, Bank of America Private Wealth Management (the “Trustee” or “Bank of America”), will be resigning as Trustee of the Sabine Royalty Trust (the “Trust”), subject to the conditions set forth below. This letter serves as the written notice of the Trustee’s resignation as required by Section 8.02 of the Sabine Royalty Trust Agreement, dated December 31, 1982 (the “Indenture”). 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 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 the Trust. |
| • | The appointment of Southwest Bank or another successor trustee as trustee of six 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.
Forward-looking Statements
Any statements in these materials 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 the materials 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 notice 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.sbr-sabineroyalty.com/ or by directing a request to the Trustee at the address 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.
If you have any questions regarding this notice of resignation, please contact the Trustee at the following address:
U.S. Trust, Bank of America
Private Wealth Management
Trust Department
P.O. Box 830650
Dallas, Texas 75283
| Sincerely, | ||
| Bank of America, N.A., Trustee of the Sabine Royalty Trust | ||
| By: | /s/ RON E. HOOPER | |
| Ron E. Hooper, Senior Vice President | ||
Exhibit 99.2
SABINE ROYALTY TRUST ANNOUNCES RESIGNATION OF TRUSTEE AND NOMINATION OF SUCCESSOR TRUSTEE
Dallas, Texas, January 9, 2014 – Sabine Royalty Trust (NYSE: SBR) (“Sabine” 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 the Trust. |
| • | The appointment of Southwest Bank or another successor trustee as trustee of six 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.sbr-sabineroyalty.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.
Sabine’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.sbr-sabineroyalty.com/
* * *
Contact: Ron E. Hooper
Senior Vice President
U.S. Trust, Bank of America
Private Wealth Management, Trustee
Toll Free – 1.800.365.6541