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EX-99.1 - EX-99.1 - TIDELANDS ROYALTY TRUST Bd733920dex991.htm

 

 

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): May 22, 2014

 

 

TIDELANDS ROYALTY TRUST “B”

(Exact name of Registrant as specified in its charter)

 

 

 

Texas   000-08677   75-6007863

(State or other jurisdiction

of incorporation or organization)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

c/o The Corporate Trustee

U.S. Trust, Bank of America,

Private Wealth Management

P. O. Box 830650

Dallas, Texas

  75283-0650
(Address of principal executive offices)   (Zip Code)

Registrant’s Telephone Number, including area code: (800) 985-0794

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.):

 

¨ 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 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 5.07. Submission of Matters to a Vote of Security Holders.

Tidelands Royalty Trust “B” (the “Trust”) held a special meeting of its unit holders on Thursday, May 22, 2014, at 4:00 p.m. central time at The City Club, 901 Main Street, Suite 6900, Dallas, Texas 75202 (the “Special Meeting”).

At the Special Meeting, unit holders of the Trust were asked to consider and vote upon (i) the appointment of Southwest Bank as successor corporate trustee of the Trust and (ii) certain amendments to the Tidelands Royalty Trust “B” Indenture dated June 1, 1954 (the “Indenture”), as more fully described in the definitive proxy statement filed by the Trust with the Securities Exchange Commission on March 31, 2014, as amended.

Of the 1,386,375 units outstanding and entitled to vote as of the record date for the Special Meeting, 829,366 units were present at the Special Meeting in person or by proxy. As such, a quorum was established at the Special Meeting.

The proposals voted on by the unit holders at the Special Meeting and the voting results are set forth below.

1. Proposal to approve the appointment of Southwest Bank as successor corporate trustee to serve as trustee of the Trust once the resignation of Bank of America, N.A., the current Trustee of the Trust, takes effect, was approved by the following vote:

 

For

    Against     Abstain     Broker Non-Votes  
  774,776        12,314        9,200        33,076   

2. Proposal to approve an amendment to the Indenture regarding ministerial items, as described in the notice and proxy statement, was not approved by the following vote:

 

For

    Against     Abstain     Broker Non-Votes  
  759,144        14,941        22,205        33,076   

3. Proposal to approve an amendment to the Indenture regarding expert advice on termination, as described in the notice and proxy statement, was not approved by the following vote:

 

For

    Against     Abstain     Broker Non-Votes  
  743,282        19,458        33,550        33,076   

4. Proposal to approve an amendment to the Indenture regarding a direct registration system, as described in the notice and proxy statement, was not approved by the following vote:

 

For

    Against     Abstain     Broker Non-Votes  
  769,159        14,371        12,760        33,076   


5. Proposal to approve an amendment to the Indenture regarding asset sales, as described in the notice and proxy statement, was not approved by the following vote:

 

For

    Against     Abstain     Broker Non-Votes  
  285,922        500,908        9,460        33,076   

6. Proposal to approve an amendment to the Indenture regarding electronic voting, as described in the notice and proxy statement, was not approved by the following vote:

 

For

    Against     Abstain     Broker Non-Votes  
  774,866        9,169        12,255        33,076   

7. Proposal to approve an amendment to the Indenture regarding investments, as described in the notice and proxy statement, was not approved by the following vote:

 

For

    Against     Abstain     Broker Non-Votes  
  794,271        10,393        24,702        0   

8. Proposal to approve the adjournment of the Special Meeting, if necessary or appropriate, to permit solicitation of additional proxies in favor of the above eight proposals, as described in the notice and proxy statement, was not approved by the following vote:

 

For

    Against     Abstain     Broker Non-Votes  
  321,354        490,937        17,075        0   

On May 22, 2014, the Trust issued a press release announcing the voting results from the Special Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Forward-looking Statements

Any statements in this Current Report on Form 8-K and the exhibits filed or furnished herewith about plans for the Registrant, the expected timing of the completion of the proposed resignation of the Trustee or appointment of a successor trustee, and other statements containing the words “estimates,” “believes,” “anticipates,” “plans,” “expects,” “will,” “may,” “intends” and similar expressions, other than historical facts, constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Factors or risks that could cause our actual results to differ materially from the results we anticipate include, but are not limited to the inability of the Trustee to resign or Southwest Bank to assume duties as successor trustee due to the failure to satisfy conditions set forth in the Trustee’s notice of resignation.

Actual results may differ materially from those indicated by such forward-looking statements. In addition, the forward-looking statements included in the materials represent the Trustee’s views as of the date hereof. The Trustee anticipates that subsequent events and developments may cause its views to change. However, while the Trustee may elect to update these forward-looking statements at some point in the future, it specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Trustee’s views as of any date subsequent to the date hereof.


Item 9.01. Financial Statements and Exhibits.

 

(d)    Exhibits
99.1    Press Release, dated May 22, 2014.


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.

 

TIDELANDS ROYALTY TRUST “B”
By:   U.S. TRUST, BANK OF AMERICA PRIVATE WEALTH MANAGEMENT (IN ITS CAPACITY AS CORPORATE TRUSTEE OF TIDELANDS ROYALTY TRUST “B” AND NOT IN ITS INDIVIDUAL CAPACITY OR OTHERWISE)

 

By:  

/s/ RON E. HOOPER

  Ron E. Hooper
  Senior Vice President

Date: May 28, 2014


EXHIBIT INDEX

 

Exhibit
Number

  

Description

99.1    Press Release, dated May 22, 2014.