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): December 31, 2020

 

TEXAS PACIFIC LAND TRUST
(Exact name of Registrant as Specified in its charter)

 

NOT APPLICABLE   1-737   75-0279735
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (I.R.S. Employer
Identification Number)

 

1700 Pacific Avenue, Suite 2900

Dallas, Texas

  75201
(Address of principal executive offices)   (Zip code)

 

214-969-5530

(Registrant’s telephone number, including area code)

 

 

(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:

 

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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Sub-shares in Certificates of Proprietary Interest (par value $0.03-1/3 per share)   TPL   New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 under the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

Item 7.01. Regulation FD Disclosure.

 

Texas Pacific Land Corporation (“TPL Corporation”), a wholly owned subsidiary of Texas Pacific Land Trust (“TPL Trust”), previously filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement on Form 10 (as amended, the “Registration Statement”) relating to TPL Trust’s plan to reorganize from its current structure into TPL Corporation, a corporation formed under the laws of the State of Delaware (the “corporate reorganization”). The Registration Statement included a preliminary information statement that described the corporate reorganization. On December 31, 2020, the Commission declared the Registration Statement effective.

 

The final information statement, dated December 31, 2020, is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

On December 31, 2020, TPL Trust issued a press release relating to the corporate reorganization.

 

The information included in this Item 7.01 of this Current Report on Form 8-K, including the attached Exhibit 99.1 and Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01. Financial Statements and Exhibits.

 

(d)  Exhibits.

 

Exhibit
Number
  Description
99.1   Information Statement of Texas Pacific Land Corporation dated December 31, 2020.
99.2   Press Release of Texas Pacific Land Trust dated December 31, 2020.
104   Cover Page Interactive Data File (embedded within the Incline XBRL document).

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Trust has duly caused this report to be signed on its behalf by the undersigned thereunto duly ized.

 

    TEXAS PACIFIC LAND TRUST
     
Date: December 31, 2020 By:  /s/ Robert J. Packer
      Robert J. Packer
      General Agent and Chief Financial Officer