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
September 29, 2006
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Date of Earliest Reported Event
AMEN PROPERTIES, INC.
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(Exact name of registrant as specified in its Charter)
Delaware
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(State or other jurisdiction of incorporation)
000-22847
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(Commission File Number)
54-1831588
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(IRS Employer Identification No.)
303 W. Wall Street, Suite 1700
Midland, Texas 79701
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(Address of principal executive offices) (Zip Code)
(432) 684-3821
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(Registrant's telephone number, including area code)
NA
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(Former Name or Former Address, if Changed Since Last Report)
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
FORM 8-K
Item 1.01 - Entry into Material Definitive Agreement
See discussion of Management Agreement under Item 2.01 below.
Item 2.01 - Completion of Acquisition or Disposition of Assets
On September 29, 2006, Amen Properties, Inc. through its wholly owned
subsidiary Amen Delaware, LP (collectively, the "Company"), sold 74% of its
undivided interest in certain commercial real estate located in Midland, Texas
(the "Properties") for approximately $6.4 million. The Properties consist of the
following: the twenty-four-story Bank of America Tower, where the Company's
headquarters are located, which was completed in 1977 and encompasses 329,178
rentable square feet and a 900 space-parking garage; the related Bank of America
12-lane drive through banking facility; and the twelve story Century Plaza Tower
which was built in 1979 (renovated in 1990) and has 99,422 rentable square feet.
The Company's wholly owned subsidiary, W Power and Light, LP, is a tenant in the
Century Plaza Tower.
The Company entered into an Agreement to Distribute Assets (Exhibit 10.1)
with an effective date of September 27, 2006, by and among the partners of TCTB
Partners, Ltd. ("TCTB" or the "Partnership"). The Properties constituted
substantially all of the assets of TCTB prior to the transactions described
herein and were subject to a lien to secure a promissory note (the "Note")
payable to Wells Fargo Bank Texas, N.A. (the "Bank"). The partners of TCTB
agreed that it was in their best interest to distribute undivided interests in
the Properties to the partners according to the sharing ratios of the
Partnership in connection with the sale of interests in the Properties described
below. The Bank agreed to allow TCTB to distribute the Properties to the
partners of TCTB in exchange for the payoff of the Note as described below.
Contemporaneous with the distribution of the Properties, the Company along
with the General Partner and the other Limited Partners of TCTB (the "Selling
Partners") collectively agreed to sell and sold 75% of their collective
undivided interest in the Properties to Hampshire Plaza Garage, LLC and S.E.S.
Investments, Ltd., unaffiliated third party purchasers (the "Buyers"), for a
privately negotiated price of $9.0 million. A separate Purchase Agreement was
executed between Buyers and TCTB as nominee for the Selling Partners dated
September 29, 2006. While beneficial title to the Properties resided with each
partner of TCTB, subsequent and pursuant to the Agreement to Distribute Assets,
the Selling Partners agreed that TCTB would continue to hold record title to
their interests in the Properties and then transfer record title to an undivided
75% interest in the Properties directly to Buyers in order to facilitate the
closing of the Purchase Agreement which occurred on September 29, 2006. Pursuant
to the Purchase Agreement, TCTB, the Selling Partners and Buyers agreed to
indemnify each other against, and hold each other harmless from all liabilities
arising out of ownership, operations or maintenance of the Properties for their
respective periods of ownership.
In connection with the closing under the Purchase Agreement, the Note was
paid in full through the application of a $2.1 million certificate of deposit
that secured the Note and approximately $3.9 million of the $9.0 million sales
proceeds under the Purchase Agreement. The remaining $5.0 million of the sales
proceeds (after closing costs) were paid to the Selling Partners in accordance
with their respective interests in the Properties (approximately $3.5 million to
the Company). The Company plans to use its net proceeds from the sale (i) to pay
the remaining balance (approximately $1.7 million) on certain promissory notes
entered into by the Company in connection with its acquisition of partnership
interests in TCTB (including approximately $266,000 to Mr. Jon Morgan, President
and COO of the Company, and approximately $410,000 to an affiliate of Mr. Eric
Oliver, Chairman of the Board and CEO of the Company), (ii) for potential real
estate acquisition or redevelopment opportunities, (iii) to fund potential
capital requirements of its electricity business subsidiaries, W Power and
Light, LP and Priority Power Management, LP, (iv) for potential purchases of oil
and gas mineral and royalty interests, and (v) for general working capital.
TCTB continues to hold record title to the undivided 25% interest in the
Properties beneficially owned by the Selling Partners, including the Company,
that was not included in the sale to Buyers. After the sale, TCTB, the Selling
Partners and the Buyers, as all of the owners of the Properties, entered into a
Management Agreement (Exhibit 10.3) with TCTB Management Group, LLC
("Management") dated September 29, 2006 relating to the management of the
Properties. The Management Agreement is effective until August 31, 2007 unless
earlier terminated in accordance with its terms. The owners of Management are
the Selling Partners (including the Company) and the Buyers in the same
percentages as their proportionate ownership of the Properties. Mr. Jon Morgan,
President and COO of the Company, is the managing member of Management.
Mr. Morgan and his affiliate were among the Selling Partners and the sale
of their undivided interest in the Properties resulted in Mr. Morgan receiving a
net check in the amount of $79,317. Mr. Morgan is also an owner and officer of
the General Partner of TCTB, and took actions in such capacity in connection
with this transaction in addition to acting as an officer of the Company. As an
owner of such General Partner, Mr. Morgan indirectly received an additional
$5,300 from the sale of the General Partner's interest in the Properties.
Item 9.01 - Financial Statements and Exhibits
(a) Financial Statements - not applicable
(b) Pro Forma Financial Information - Pro Forma Financial Information is
currently unavailable and is not included with this filing. The
Company expects to have assembled the required pro forma financials
within the required filing period.
(d) Exhibits
10.1 - Agreement to Distribute Assets
10.2 - Purchase Agreement
10.3 - Management Agreement
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.
AMEN Properties, Inc.
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(Registrant)
By: /s/ Eric Oliver
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Eric Oliver, Chairman of the Board of
Directors and Chief Executive Officer
(Signature)
Date: October 5, 2006