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EX-99 - TENDER OFFER DATED MAY 2014 - RESERVE PETROLEUM COex99.htm

 

 

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))

 

 
 

 

 

Item 8.01Other Events

 

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 9.01Financial Statements and Exhibits

(d)Exhibits
99 Tender Offer dated May 2014 that is being made by Branzan Alternative Opportunities Fund, L.L.L.P.

 

 

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.

 

  THE RESERVE PETROLEUM COMPANY
   
   
  By: /s/ Cameron McLain
  Name: Cameron McLain
  Title: Principal Executive Officer
   
    Date:   May 22, 2014