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): July 10, 2009
Mesa Offshore Trust
(Exact name of registrant as specified in its charter)
Texas | | 1-08432 | | 76-6004065 |
(State or other jurisdiction of | | (Commission | | (IRS Employer |
incorporation ) | | File Number) | | Identification No.) |
| | | | |
JPMorgan Chase Bank, N.A., Trustee
919 Congress Avenue
Austin, Texas | | 78701 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: 1-800-852-1422
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events.
On July 10, 2009, J.P. Morgan Chase Bank, N.A. (the “Trustee”), on behalf of the Mesa Offshore Trust (the “Trust”), distributed a notice to the unitholders of the Trust of the proposed sale of assets of Mesa Offshore Royalty Partnership (the “Partnership”) in accordance with Section 3.02 of the Royalty Trust Indenture, dated December 1, 1982 (the “Trust Indenture”). The Trust Indenture provides that the Trust will liquidate if the total amount of cash per year received by the Trust falls below certain levels for each of three consecutive years. As a result of insufficient production on royalty properties nearing the end of their estimated productive lives, royalty income received by the Trust in 2002, 2003 and 2004 fell below the termination threshold set forth in the Trust Indenture.
In accordance with the Trust Indenture and pursuant to the Final Settlement Agreement dated May 18, 2009 (the “Final Settlement Agreement”), the Trustee has instructed Pioneer Natural Resources (“Pioneer”), as Managing General Partner of the Partnership, to sell all of the oil and gas assets of the Partnership. These assets will include the Partnership’s current interests in West Delta Block 61 and Brazos Block A-39.
In addition to the oil and gas assets currently owned by the Partnership, Pioneer has offered and will include as part of the sale all of its interests in Brazos Block A-39. Pursuant to the terms of the Final Settlement Agreement, Pioneer has agreed that the net proceeds from the sale of these assets by Pioneer concurrent with the sale by the Partnership will also be paid to the Trust.
The sale of the properties will be conducted via public auction through The Oil & Gas Asset Clearinghouse (“OGC”) on or about August 12, 2009. The properties will be offered and sold by the Partnership and Pioneer on an “as is” basis to the highest cash bidder. Pioneer will establish a dataroom with OGC that will be made available to qualified bidders. Pioneer will not participate in the bidding for the properties. The sale of these assets is part of a settlement that is being considered by the 334th Judicial District Court of Harris County, Texas. Information regarding the settlement was sent to all unitholders by notice dated May 18, 2009 and was reported in the Form 8-K filed by the Trust on May 18, 2009. Additional information regarding the settlement can be found at www.businesswire.com/cnn/mesaoffshoresettlement.htm. Further information about OGC and the sales procedures may be obtained at OGC’s website at www.ogclearinghouse.com.
Pursuant to General Instruction B.2 of Form 8-K, the Notice to Unitholders of Mesa Offshore Trust attached as Exhibit 99.1 is not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, but is instead furnished for purposes of that instruction.
Item 9.01 Financial Statements and Exhibits.
(d) | Exhibits. | |
| | |
| Exhibit 99.1 | Notice to Unitholders of Mesa Offshore Trust, dated July 10, 2009. |
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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.
| MESA OFFSHORE TRUST |
| | |
| By: | JPMorgan Chase Bank, N.A., |
| | as Trustee for Mesa Offshore Trust |
| | |
| | |
Date: July 13, 2009 | By: | /s/ MIKE ULRICH |
| | Mike Ulrich |
| | Vice President |
| | The Bank of New York Mellon Trust Company, N.A., |
| | as attorney-in-fact for the Trustee |
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EXHIBIT INDEX
Exhibit 99.1 | | Notice to Unitholders of Mesa Offshore Trust, dated July 10, 2009. |
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