Current Report Filing (8-k)
February 13 2015 - 5:16PM
Edgar (US Regulatory)
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): February 13, 2015
WHITING USA TRUST I
(Exact name of Registrant as specified in its charter)
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Delaware |
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001-34026 |
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26-6053936 |
(State or other jurisdiction of
incorporation or organization) |
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(Commission
File Number) |
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(I.R.S.
Employer Identification
No.) |
The Bank of New York Mellon Trust Company, N.A., Trustee
Global Corporate Trust
919 Congress Avenue
Austin, Texas 78701
(Address of principal executive offices)
Registrants telephone number, including area code: (512)236-6599
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. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 C.F.R. §230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 C.F.R. §240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 C.F.R. §240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 C.F.R. §240.13e-4(c)) |
ITEM 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing.
On February 13, 2015, Whiting USA Trust I (the Trust) (NYSE: WHX) was notified by the New York
Stock Exchange (NYSE) that the NYSE has determined to suspend trading in the Trusts units effective before market open on February 17, 2015 and will promptly commence proceedings to delist the Trusts units from the NYSE.
The NYSE informed the Trust that the Trust was not in compliance with the NYSEs continued listing standards, which requires that
the average closing price of the Trust units cannot be less than $1.00 per share over a period of 30 consecutive trading days. Under the NYSE delisting procedures, the Trust has the right to appeal such decision, but the Trust does not intend to do
so.
The Trust expects the Trust units to transition to OTC Pink, operated by OTC Markets Group, effective with the opening of business on
February 17, 2015. However, there is no assurance that an active market in the Trust units will develop on OTC Pink.
On
February 13, 2015, the Trust issued a press release announcing that it had received the NYSE notice of suspension and commencement of the delisting process. A copy of the press release is attached to this report as Exhibit 99.1.
ITEM 9.01. Financial Statements and Exhibits.
99.1 Press Release dated
February 13, 2015.
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.
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Whiting USA Trust I |
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By: |
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The Bank of New York Mellon Trust Company, N.A., |
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as Trustee |
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By: |
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/s/ Mike Ulrich |
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Name: |
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Mike Ulrich |
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Title: |
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Vice President |
Date: February 13, 2015 |
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Exhibit Index
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Exhibit Number |
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Description |
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99.1 |
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Press Release dated February 13, 2015. |
Exhibit 99.1
Whiting USA Trust I
New York Stock Exchange Suspends
Trading of Whiting USA Trust I Units; Trust Expects Trading to Move to OTC
WHITING USA TRUST I
The Bank of New York Mellon Trust Company, N.A., Trustee
FOR IMMEDIATE RELEASE
Austin, Texas, February 13, 2015 Whiting USA Trust I (NYSE Symbol WHX) today announced that the Trust units would cease trading on the New
York Stock Exchange (the NYSE) effective before market open on February 17, 2015. The NYSE informed the Trust today that the Trust was not in compliance with the NYSEs continued listing standards, which requires that the
average closing price of the Trust units cannot be less than $1.00 per share over a period of 30 consecutive trading days. Under the NYSE delisting procedures, the Trust has the right to appeal such decision, but the Trust does not intend to do so.
The Trust expects the Trust units to transition to OTC Pink, operated by OTC Markets Group, effective with the opening of trading on February 17, 2015. However, there is no assurance that an active market in the Trust units will develop on OTC
Pink.
This press release contains forward-looking statements, including all statements made in this press release other than statements of historical
fact. No assurances can be given that such statements will prove to be correct. Whether a market in the Trust units develops is affected by factors outside of the control of the Trust or Whiting, including actions of market participants, among
others. Statements made in this press release are qualified by the cautionary statements made in this press release. The Trustee does not intend, and assumes no obligation, to update any of the statements included in this press release.
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Contact: |
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Whiting USA Trust I |
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The Bank of New York Mellon Trust Company, N.A., as Trustee |
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Mike Ulrich |
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(512) 236-6599 |
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919 Congress Avenue, Austin, TX 78701 |
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http://whx.investorhq.businesswire.com/ |