UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Date of Report (Date of earliest event reported):
May 19, 2014
Commission File Number 000-8157
THE RESERVE PETROLEUM COMPANY
(Exact name of registrant as specified
in its charter)
| DELAWARE |
73-0237060 |
| (State or other jurisdiction
of incorporation or organization) |
(I.R.S. Employer Identification No.) |
6801 Broadway Ext., Suite 300
Oklahoma City, Oklahoma 73116-9037
(405) 848-7551
(Address and telephone number, including
area code, of registrant’s principal executive offices)
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 13c-4(c) under the Exchange Act (17 CFR 240.13c-4(c))
On May 19, 2014, The
Reserve Petroleum Company (the “Company”) became aware of a tender offer dated May 2014 for up to 5,700 shares of the
Company’s common stock at $350.00 per share (the “Tender Offer”) that is being made by Branzan Alternative Opportunities
Fund, L.L.L.P. (“Branzan”). The Company does not know whether or not the Tender Offer was sent to all stockholders
of the Company. A copy of the Tender Offer is attached to this Form 8-K as Exhibit 99.
On November 29, 2012,
Branzan sent a Demand for Inspection of Books and Records Pursuant to Section 220(b) of the Delaware General Corporation Law to
the Company (the “Demand Letter”). In the Demand Letter, Branzan requested the opportunity to inspect a current list
of the Company’s shareholders and their addresses and stated that it was making its request for the purposes of communicating
with the Company’s shareholders: (a) in order to solicit from other shareholders of the Company for the tender of stock,
and (b) in order to influence the policy of the Company’s management. On January 4, 2013, a representative of Branzan arrived
at the Company’s offices and was given a then current list of the Company’s stockholders pursuant to Section 220(b)
of the Delaware General Corporation Law.
In May 2013, Branzan
made a Tender Offer for up to 7,500 shares of the Company’s common stock at $230.00 per share (the “2013 Tender Offer”).
Based on the shares transferred to Branzan as a result of the 2013 Tender Offer, the Company believes that Branzan currently owns
approximately five hundred fifty nine (559) shares of the Company’s common stock. If Branzan purchases 5,700 shares in the
Tender Offer, the Company believes that Branzan will own approximately 3.9% of the Company’s outstanding common stock.
The Company expresses
no opinion and is remaining neutral toward the Tender Offer. The reasons for the Company’s position are as follows: (i) other
than related to the Demand Letter and the transfer of stock related to the 2013 Tender Offer, the Company has not had any contact
with Branzan and it does not know anything about Branzan, let alone how it intends to influence the policy of the Company’s
management, and (ii) due to the fact that the stock is so thinly traded, it is not possible to establish its value.
| Item 9.01 | | Financial Statements and Exhibits |
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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THE RESERVE PETROLEUM COMPANY |
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By: |
/s/ Cameron McLain |
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Name: |
Cameron McLain |
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Title: |
Principal Executive Officer |
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Date: May 22, 2014 |
The Reserve Petroleum Company 8-K
Exhibit 99
May 2014
Dear Reserve Petroleum Company Shareholder:
Branzan Alternative Opportunities Fund, L.L.L.P.
(Branzan) and its affiliates are offering to purchase up to 5,700 shares of The Reserve Petroleum Company (Reserve Petroleum) at
$350.00 per share.
This tender offer gives you an opportunity to
sell units of a relatively illiquid security without any brokerage or other costs.
Branzan has sufficient cash reserves to purchase
all of the shares tendered.
Reserve Petroleum purchased 79 shares in 2013
for $230.00 per share.
If you want to sell your shares, please complete
and sign the enclosed Stock Power and have your signature Medallion Guaranteed by a bank or a broker. Mail the Stock Power, together
with your certificate, to the address listed at the bottom of the page. We suggest you use registered mail. A check will be mailed
to you immediately upon our receiving confirmation from Reserve Petroleum that the shares have been successfully transferred to
Branzan or its assigns.
Unless extended, this offer will expire on June
30, 2014. Submissions postmarked after this date may not be accepted.
The offer price will be reduced by any distributions
made on the units after May 1, 2014.
You are under no obligation to accept this tender
offer. Branzan is not affiliated in any way with Reserve Petroleum.
If you have any questions, please do not hesitate
to contact us via telephone or e-mail.
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Very truly yours, |
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C. Spencer Brant |
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Branzan Alternative Opportunities Fund, L.L.L.P. |
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475 17th Street, Suite 570 |
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Denver, CO 80202 |
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Phone: |
(303) 292-9224 ext. 24 |
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Email: |
csb@branzanadvisors.com |
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Enclosure |
475 Seventeenth
Street | Suite 570 | Denver Colorado 80202 | 303.292.9224 | www.branzanadvisors.com
IRREVOCABLE STOCK POWER FORM
| Date |
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Contact Phone Number |
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FOR VALUE RECEIVED, the Undersigned does (do)
hereby sell, assign and transfer the below listed shares of The Reserve Petroleum Company to Branzan Alternative Opportunities
Fund, L.L.L.P., Tax ID# __________________ (to be completed by Branzan)
| Name of Certificate Holder: |
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| The Reserve Petroleum Company Certificate Number: |
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| Number of Shares to be Transferred: |
|
The undersigned does (do) hereby irrevocably
constitute and appoint Branzan Alternative Opportunities Fund L.L.L.P. attorney to transfer the shares as the case may be,
on the books of said Company, with full power of substitution in the premises.
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(Person executing this power signs here) |
| IMPORTANT - READ CAREFULLY |
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MEDALLION SIGNATURE GUARANTEED |
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The signature (s) to this Power
must correspond with the names(s) as written upon the face of the certificate(s), in every particular without
alteration or enlargement or any change whatever.
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(Name of Bank, Trust Company or Broker) |
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(Official Signature) |
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