Attached files
| file | filename |
|---|---|
| EX-32.1 - EX-32.1 - DOMINION RESOURCES BLACK WARRIOR TRUST | d85211exv32w1.htm |
| EX-31.1 - EX-31.1 - DOMINION RESOURCES BLACK WARRIOR TRUST | d85211exv31w1.htm |
| EX-99.2 - EX-99.2 - DOMINION RESOURCES BLACK WARRIOR TRUST | d85211exv99w2.htm |
| EX-23.1 - EX-23.1 - DOMINION RESOURCES BLACK WARRIOR TRUST | d85211exv23w1.htm |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
Amendment No. 1
(Mark One)
| þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2010
OR
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number: 001-11335
Dominion Resources Black Warrior Trust
(Exact name of registrant as specified in its charter)
| Delaware | 75-6461716 | |
| (State or other jurisdiction of | (I.R.S. employer | |
| incorporation or organization) | identification number) |
U.S. Trust, Bank of America
Private Wealth Management
901 Main Street
17th Floor
Dallas, Texas 75202
(Address of principal executive offices; Zip Code)
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
(214) 209-2400
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
| Name of Each Exchange on | ||
| Title of Each Class | Which Registered | |
| Units of Beneficial Interest | New York Stock Exchange, Inc. |
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule
405 of the Securities Act. Yes o No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or
Section 15(d) of the Act. Yes o No þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulations S-T (§232.405 of this chapter) during the preceding 12 months (or for
such shorter period that the registrant was required to submit and post such files). Yes o No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is
not contained herein, and will not be contained, to the best of the registrant’s knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated
filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer o | Accelerated filer þ | Non-accelerated filer o | Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Act). Yes o No þ
The aggregate market value of the registrant’s units of beneficial interest outstanding (based on
the closing sale price on the New York Stock Exchange) held by non-affiliates of the registrant as
of the last business day of the registrant’s most recently completed second fiscal quarter was
approximately $87,998,500.
At March 1, 2011, there were 7,850,000 units of beneficial interest outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None
None
TABLE OF CONTENTS
PART IV. |
3 | |||
Item 15. Exhibits, Financial Statement Schedules |
3 |
2
Explanatory Note
This Amendment No. 1 (“Amendment”) on Form 10-K/A amends our Annual Report on Form 10-K for
the fiscal year ended December 31, 2010 (the “Form 10-K”) as filed with the Securities and Exchange
Commission (the “SEC”) on March 11, 2011. No revisions are being made to the Trust’s financial
statements and, except as described below, this Amendment does not reflect events occurring after
the filing of the Form 10-K, and no other changes are being made to any other disclosure contained
in the Form 10-K.
This Amendment is an exhibit-only filing
to remove certain restrictive language in the reserve report dated March 4, 2011 prepared by Ralph
E. Davis & Associates Petroleum Engineers and filed as Exhibit 99.2 to the Form 10-K. Except for
the changes to Exhibit 99.2 removing the language restricting reliance on the reserve report, no
other changes were made to the reserve report, and this Amendment does not update any other
exhibits as originally filed. In addition, as required by Rule 12b-15 under the Securities
Exchange Act of 1934, as amended, new certifications by the trustee are filed as exhibits to this
Amendment.
PART IV.
Item 15. Exhibits, Financial Statement Schedules. (a) The following documents are filed as a part
of this report or as part of the Form 10-K:
Financial Statements (included in Item 8 of the Form 10-K)
| Report of Independent Registered Public Accounting Firm |
| Statements of Assets, Liabilities and Trust Corpus as of December 31, 2010 and 2009 |
| Statements of Distributable Income for the years ended December 31, 2010, 2009 and 2008 |
| Statements of Changes in Trust Corpus for the years ended December 31, 2010, 2009 and 2008 |
| Notes to Financial Statements |
Financial Statement Schedules
Financial statement schedules are omitted because of the absence of conditions under which
they are required or because the required information is included in the financial statements and
notes thereto.
3
| Exhibits | ||
| No. | Exhibit | |
3.1
|
— | Trust Agreement of Dominion Resources Black Warrior Trust dated as of May 31, 1994, by and among Dominion Black Warrior Basin, Inc., Dominion Resources, Inc., Mellon Bank (DE) National Association and NationsBank, N.A. (as successor to NationsBank of Texas, N.A.) (filed as Exhibit 3.1 to Dominion Resources, Inc.’s Registration Statement* on Form S-3 (No. 33-53513), and incorporated herein by reference). |
3.2
|
— | First Amendment of Trust Agreement of Dominion Resources Black Warrior Trust dated as of June 27, 1994, by and among Dominion Black Warrior Basin, Inc., Dominion Resources, Inc., Mellon Bank (DE) National Association and NationsBank, N.A. (as successor to NationsBank of Texas, N.A.) (filed as Exhibit 3.2 to the Registrant’s Form 10-Q for the quarter ended June 30, 1994 and incorporated herein by reference). |
10.1
|
— | Overriding Royalty Conveyance dated as of June 28, 1994, from Dominion Black Warrior Basin, Inc. to Dominion Resources Black Warrior Trust (filed as Exhibit 10.1 to the Registrant’s Form 10-Q for the quarter ended June 30, 1994 and incorporated herein by reference). |
10.2
|
— | Administrative Services Agreement dated as of June 1, 1994, by and between Dominion Resources, Inc. and Dominion Resources Black Warrior Trust (filed as Exhibit 10.2 to the Registrant’s Form 10-Q for the quarter ended June 30, 1994 and incorporated herein by reference). |
10.3
|
— | Amendment to and Ratification of Overriding Royalty Conveyance dated as of November 20, 1994, among Dominion Black Warrior Basin, Inc., NationsBank, N.A. (as successor to NationsBank of Texas, N.A.), and Mellon Bank (DE) National Association (filed as Exhibit 10.3 to the Registrant’s Form 10-K for the year ended December 31, 1994 and incorporated herein by reference). |
10.4
|
— | Gas Purchase Agreement, dated as of May 3, 1994, between Sonat Marketing and the Company (filed as Exhibit 10.2 to Dominion Resources, Inc.’s Registration Statement* on Form S-3 (No. 33-53513), and incorporated herein by reference). |
10.5
|
— | Amendment to Gas Purchase Agreement dated May 16, 1996, between Sonat Marketing Company L.P. and Dominion Black Warrior Basin, Inc. (filed as Exhibit 10.1 to the Registrant’s Form 10-Q for the quarter ended June 30, 1996 and incorporated herein by reference). |
10.6
|
— | Amendment to Gas Purchase Agreement dated April 9, 1998, between Sonat Marketing Company L.P. and Dominion Black Warrior Basin, Inc. (filed as Exhibit 10.6 to the Registrant’s Form 10-K for the year ended December 31, 1998 and incorporated herein by reference). |
4
| Exhibits | ||
| No. | Exhibit | |
10.7
|
— | Amendment to Gas Purchase Agreement dated July 1, 1999, between Sonat Marketing Company L.P. and Dominion Black Warrior Basin, Inc. (filed as Exhibit 10.7 to the Registrant’s Form 10-K for the year ended December 31, 1999 and incorporated herein by reference). |
10.8
|
— | Amendment to Gas Purchase Agreement dated July 1, 2000, between El Paso Merchant Energy Gas, L.P., as successor to Sonat Marketing Company L.P., and Dominion Black Warrior Basin, Inc. (filed as Exhibit 4 to the Registrant’s Form 10-Q for the quarter ended September 30, 2000 and incorporated herein by reference). |
10.9
|
— | Amendment to Gas Purchase Agreement dated July 1, 2001, between El Paso Merchant Energy Gas, L.P., as successor to Sonat Marketing Company L.P., and Dominion Black Warrior Basin, Inc. (filed as an exhibit to the Registrant’s Form 10-Q for the quarter ended September 30, 2001 and incorporated herein by reference). |
10.10
|
— | Amendment to Gas Purchase Agreement dated July 1, 2002 between El Paso Merchant Energy, L.P., as successor to Sonat Marketing Company L.P., and Dominion Black Warrior Basin, Inc. (filed as Exhibit 10.1 to the Registrant’s Form 10-Q for the quarter ended September 30, 2002 and incorporated herein by reference). |
10.11
|
— | Assignment and Assumption Agreement, dated as of July 31, 2007, between Dominion Resources and HighMount Exploration & Production Alabama (filed as Exhibit 10.1 to the Registrant’s Form 10-Q for the quarter ended June 30, 2007 and incorporated herein by reference). |
23.1
|
— | Consent of Ralph E. Davis Associates, Inc., independent petroleum engineers. |
31.1
|
— | Certification required by Rule 13a-14(a)/15d-14(a). |
32.1
|
— | Certification required by Rule 13a-14(b)/15d-14(b) and Section 906 of the Sarbanes Oxley Act of 2002. |
99.1
|
— | The information under the sections captioned “Federal Income Tax Consequences” and “’ERISA’ Considerations” of the Prospectus dated June 21, 1994, which constitutes a part of the Registration Statement on Form S-3 of Dominion Resources, Inc.* (Registration No. 33-53513) and is incorporated herein by reference. |
99.2
|
— | Summary of Reserve Report, dated March 4, 2011, on the estimated reserves, estimated future net revenues and the discounted estimated future net revenues attributable to the Royalty Interests as of December 31, 2010, prepared by Ralph E. Davis & Associates Petroleum Engineers, independent petroleum engineers. |
| * | On its own behalf and as sponsor of the Dominion Resources Black Warrior Trust |
5
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
| Dominion Resources Black Warrior Trust |
||||
| By: | Bank of America, N.A., Trustee | |||
| By: | /s/ Ron E. Hooper | |||
| Ron E. Hooper | ||||
| Senior Vice President and Administrator | ||||
Date: November 1, 2011
(The Registrant has no directors or executive officers.)
6
Index to Exhibits
| No. | Exhibit | |||
3.1
|
— | Trust Agreement of Dominion Resources Black Warrior Trust dated as of May 31, 1994, by and among Dominion Black Warrior Basin, Inc., Dominion Resources, Inc., Mellon Bank (DE) National Association and NationsBank, N.A. (as successor to NationsBank of Texas, N.A.) (filed as Exhibit 3.1 to Dominion Resources, Inc.’s Registration Statement* on Form S-3 (No. 33-53513), and incorporated herein by reference). | ||
3.2
|
— | First Amendment of Trust Agreement of Dominion Resources Black Warrior Trust dated as of June 27, 1994, by and among Dominion Black Warrior Basin, Inc., Dominion Resources, Inc., Mellon Bank (DE) National Association and NationsBank, N.A. (as successor to NationsBank of Texas, N.A.) (filed as Exhibit 3.2 to the Registrant’s Form 10-Q for the quarter ended June 30, 1994 and incorporated herein by reference). | ||
10.1
|
— | Overriding Royalty Conveyance dated as of June 28, 1994, from Dominion Black Warrior Basin, Inc. to Dominion Resources Black Warrior Trust (filed as Exhibit 10.1 to the Registrant’s Form 10-Q for the quarter ended June 30, 1994 and incorporated herein by reference). | ||
10.2
|
— | Administrative Services Agreement dated as of June 1, 1994, by and between Dominion Resources, Inc. and Dominion Resources Black Warrior Trust (filed as Exhibit 10.2 to the Registrant’s Form 10-Q for the quarter ended June 30, 1994 and incorporated herein by reference). | ||
10.3
|
— | Amendment to and Ratification of Overriding Royalty Conveyance dated as of November 20, 1994, among Dominion Black Warrior Basin, Inc., NationsBank, N.A. (as successor to NationsBank of Texas, N.A.), and Mellon Bank (DE) National Association (filed as Exhibit 10.3 to the Registrant’s Form 10-K for the year ended December 31, 1994 and incorporated herein by reference). | ||
10.4
|
— | Gas Purchase Agreement, dated as of May 3, 1994, between Sonat Marketing and the Company (filed as Exhibit 10.2 to Dominion Resources, Inc.’s Registration Statement* on Form S-3 (No. 33-53513), and incorporated herein by reference). | ||
10.5
|
— | Amendment to Gas Purchase Agreement dated May 16, 1996, between Sonat Marketing Company L.P. and Dominion Black Warrior Basin, Inc. (filed as Exhibit 10.1 to the Registrant’s Form 10-Q for the quarter ended June 30, 1996 and incorporated herein by reference). | ||
10.6
|
— | Amendment to Gas Purchase Agreement dated April 9, 1998, between Sonat Marketing Company L.P. and Dominion Black Warrior Basin, Inc. (filed as Exhibit 10.6 to the Registrant’s Form 10-K for the year ended December 31, 1998 and incorporated herein by reference). |
| No. | Exhibit | |||
10.7
|
— | Amendment to Gas Purchase Agreement dated July 1, 1999, between Sonat Marketing Company L.P. and Dominion Black Warrior Basin, Inc. (filed as Exhibit 10.7 to the Registrant’s Form 10-K for the year ended December 31, 1999 and incorporated herein by reference). | ||
10.8
|
— | Amendment to Gas Purchase Agreement dated July 1, 2000, between El Paso Merchant Energy Gas, L.P., as successor to Sonat Marketing Company L.P., and Dominion Black Warrior Basin, Inc. (filed as Exhibit 4 to the Registrant’s Form 10-Q for the quarter ended September 30, 2000 and incorporated herein by reference). | ||
10.9
|
— | Amendment to Gas Purchase Agreement dated July 1, 2001, between El Paso Merchant Energy Gas, L.P., as successor to Sonat Marketing Company L.P., and Dominion Black Warrior Basin, Inc. (filed as an exhibit to the Registrant’s Form 10-Q for the quarter ended September 30, 2001 and incorporated herein by reference). | ||
10.10
|
— | Amendment to Gas Purchase Agreement dated July 1, 2002 between El Paso Merchant Energy, L.P., as successor to Sonat Marketing Company L.P., and Dominion Black Warrior Basin, Inc. (filed as Exhibit 10.1 to the Registrant’s Form 10-Q for the quarter ended September 30, 2002 and incorporated herein by reference). | ||
10.11
|
— | Assignment and Assumption Agreement, dated as of July 31, 2007, between Dominion Resources and HighMount Exploration & Production Alabama (filed as Exhibit 10.1 to the Registrant’s Form 10-Q for the quarter ended June 30, 2007 and incorporated herein by reference). | ||
23.1
|
— | Consent of Ralph E. Davis Associates, Inc., independent petroleum engineers. | ||
31.1
|
— | Certification required by Rule 13a-14(a)/15d-14(a). | ||
32.1
|
— | Certification required by Rule 13a-14(b)/15d-14(b) and Section 906 of the Sarbanes Oxley Act of 2002. | ||
99.1
|
— | The information under the sections captioned “Federal Income Tax Consequences” and “’ERISA’ Considerations” of the Prospectus dated June 21, 1994, which constitutes a part of the Registration Statement on Form S-3 of Dominion Resources, Inc.* (Registration No. 33-53513) and is incorporated herein by reference. | ||
99.2
|
— | Summary of Reserve Report, dated March 4, 2011, on the estimated reserves, estimated future net revenues and the discounted estimated future net revenues attributable to the Royalty Interests as of December 31, 2010, prepared by Ralph E. Davis & Associates Petroleum Engineers, independent petroleum engineers. |
| * | On its own behalf and as sponsor of the Dominion Resources Black Warrior Trust |