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): December 28, 2015
Dominion Resources Black Warrior Trust
(Exact name of registrant as specified in its charter)
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Delaware |
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1-11335 |
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75-6461716 |
(State or other jurisdiction
of incorporation) |
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(Commission
File No.) |
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(IRS Employer
Identification No.) |
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Royalty Trust Management
Southwest Bank 2911
Turtle Creek Boulevard Dallas, TX |
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75219 |
(Address of principal executive offices) |
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(Zip Code) |
Registrants telephone number, including area code: (855) 588-7839
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 1 - Registrants Business and Operations
Item 1.02 Termination of a Material Definitive Agreement.
As previously disclosed, Southwest Bank, the trustee of the Dominion Resources Black Warrior Trust (the Trust), was
informed by Walter Energy, Inc., the parent of Walter Black Warrior Basin LLC (the Company), that it, together with certain of its subsidiaries and affiliates, including the Company and Walter Exploration &
Production LLC (the Debtors) filed a petition for relief under Chapter 11 of the U.S. Bankruptcy Code with the United States District Court for the Northern District of Alabama Southern Division (the Bankruptcy
Court) on July 15, 2015.
On October 2, 2015, the Debtors filed a motion to reject certain executory
contracts between the Debtors and the Trust. On December 28, 2015, the Bankruptcy Court entered an order (the Order) rejecting the following agreements as executory contracts pursuant to section 365
of the Bankruptcy Code:
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that certain Overriding Royalty Conveyance, dated as of June 28, 1994, from the Company (as successor in interest to Dominion Black Warrior Basin, Inc.) to the Trust recorded in Deed Book 1181 and Page 644 on
June 30, 1994 in Tuscaloosa County, Alabama, (as amended by that certain Amendment to and Ratification of Overriding Royalty Conveyance dated as of November 20, 1994 (the Amendment and Ratification), the
Royalty Agreement), pursuant to which the Trust purchased an overriding royalty interest (the Royalty Interest) equal to and consisting of an undivided sixty-five percent (65%) interest in and
to the gas from certain gas wells operated by the Company; |
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that certain Trust Agreement of Dominion Resources Black Warrior Trust, dated as of May 31, 1994, by and among the Company (as successor in interest to Dominion Black Warrior Basin, Inc.), Walter
Exploration & Production LLC (as successor in interest to Dominion Resources, Inc.), Mellon Bank (DE) National Association and NationsBank, N.A. (as successor in interest to NationsBank of Texas, N.A.) (as amended by that certain First
Amendment of Trust Agreement of Dominion Resources Black Warrior Trust dated as of June 27, 1994 (the First Amendment), the Trust Agreement), pursuant to which the Trust was formed to acquire
and hold the Royalty Interest, to collect and distribute proceeds, and to pay the Trusts liabilities and expenses; and |
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that certain Administrative Services Agreement, dated as of June 1, 1994, by and among the Walter Exploration & Production LLC (as successor in interest to Dominion Resources, Inc.) and the Trust (the
Administrative Services Agreement), pursuant to which the Trust pays the Company a quarterly fee in exchange for certain administrative services provided by the Company to the Trust, including accounting, bookkeeping, and
reporting necessary to determine amounts payable to the Trust under the Royalty Agreement, and assisting with reporting obligations. |
The original version of the Royalty Agreement was included as Exhibit 10.1 to the Trusts quarterly report on Form 10-Q for the fiscal
quarter ended June 30, 1994, and the Amendment and Ratification was included as Exhibit 10.3 to the Trusts annual report on Form 10-K for the fiscal year ended December 31, 1994. The original version of the Trust Agreement was
included as Exhibit 3.1 to Dominion Resources, Inc.s Registration Statement on Form S-3 (paper filing), and the First Amendment was included as Exhibit 3.2 to the Trusts quarterly report on Form 10-Q for the fiscal quarter ended
June 30, 1994. The Administrative Services Agreement was included as Exhibit 10.2 to the Trusts quarterly report on Form 10-Q for the fiscal quarter ended June 30, 1994.
As a result of the Order, each of the Royalty Agreement, the Trust Agreement and the
Administrative Services Agreement will be terminated. The trustee continues to evaluate legal options with respect to the Trust.
Section 3 -
Securities and Trading Markets
Item 3.03 Material Modification to Rights of Security Holders.
See Item 1.01 above for information regarding the termination of certain Trust agreements.
Section 8 - Other Events
Item 8.01
Other Events.
On January 4, 2016, the Trust issued a press release announcing the termination of the Trust. The press release is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits.
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Exhibit No. |
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Description |
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99.1 |
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Press Release dated January 4, 2016, issued by Dominion Resources Black Warrior Trust |
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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DOMINION RESOURCES BLACK WARRIOR TRUST |
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Date: |
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January 4, 2016 |
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By: Southwest Bank, in its capacity as trustee of Dominion Resources Black Warrior Trust and not in its individual capacity or otherwise |
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By: |
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/s/ Ron Hooper |
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Ron Hooper |
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Senior Vice President |
EXHIBIT INDEX
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Exhibit No. |
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Exhibit |
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99.1 |
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Press Release dated January 4, 2016, issued by Dominion Resources Black Warrior Trust |
Exhibit 99.1
DOMINION RESOURCES BLACK WARRIOR TRUST
ANNOUNCES TERMINATION OF TRUST
DALLAS, TEXAS, January 4, 2016
As previously announced, Southwest Bank, the trustee of the Dominion Resources Black Warrior
Trust (NYSE: DOM) (the Trust), was informed by Walter Energy, Inc., the parent of Walter Black Warrior Basin LLC (the Company), that it, together with certain of its subsidiaries and affiliates, including the Company
(Debtors) filed a petition for relief under Chapter 11 of the U.S. Bankruptcy Code (the Bankruptcy Code) with the United States District Court for the Northern District of Alabama Southern Division (the Bankruptcy
Court) on July 15, 2015 and that it has an agreement with lenders regarding a pre-negotiated restructuring plan. There have been several rulings related to the bankruptcy proceedings as disclosed by the Trust in Current Reports on Form
8-K filed with the Securities and Exchange Commission on each of August 19, 2015, September 16, 2015, November 20, 2015 and December 31, 2015.
As stated in the Trusts Quarterly Report on Form 10-Q filed by the Trust on November 23, 2015, pursuant to Section 9.02(b) of
the Trust Agreement of the Trust (the Trust Agreement), the Trust shall terminate on its terms as a result of the failure to maintain a 1.2 to 1.0 ratio for two consecutive calendar quarters of (i) cash received pursuant to the
Royalty Interests of the Trust (as defined hereafter) to (ii) administrative costs. The Royalty Interests are certain overriding royalty interests in the proved natural gas properties located in the Pottsville coal formation of the
Black Warrior Basin, Tuscaloosa County, Alabama (the Underlying Properties). Walter Energy, Inc. did not pay either (i) the distribution to the Trust that would have typically been paid in August 2015 and normally would have
included payments for the Royalty Interests sold during the production months of April, May and June 2015 or (ii) the distribution to the Trust that would have typically been paid in December 2015 and normally would have included payments for
the Royalty Interests sold during the production months July, August and September 2015. As a result of these nonpayments, the Trust has not maintained a 1.2 to 1.0 ratio for two consecutive calendar quarters. Therefore, pursuant to
Section 9.02(b) of the Trust Agreement, the Trust must terminate. Correspondence and conferences with the Debtors have indicated that any further distributions to the Trust would also not be made. As a result of the termination, the Trust
anticipates that the New York Stock Exchange (the NYSE) will initiate an immediate suspension of trading of the Trusts units and will initiate a delisting process from the NYSE.
While the Trustee continues to evaluate legal options with respect to the Trust, it intends to proceed with winding up the affairs of the
Trust.
Forward-Looking Statements
This press
release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act). All
statements other than statements of historical fact included in this press release are forward-looking statements. Although the Trustee believes that the expectations reflected in such forward-looking statements are reasonable, it can give no
assurance that such expectations will prove to have been correct.
Contact:
Ron Hooper
Senior Vice President
Southwest Bank, Trustee
Toll-free 1-855-588-7839
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