Item
2.01 Completion of Acquisition or Disposition of Assets.
On December 18,
2007, the Trustee completed the sale of all of the Trust’s interests in certain
royalty interests and working interests in oil and gas properties located in
approximately a dozen different states, pursuant to the terms of the Purchase
Agreement referenced above, as amended by the Amendment referenced above. The aggregate price for the assets sold was
approximately $51.5 million, after making adjustments required by the Purchase
Agreement. The purchase price, net of the amount previously deposited by Amen
as an earnest money deposit, was paid in cash and the delivery of a short term
promissory note due January 31, 2008 in the principal amount of $1,010,006
and guaranteed by Amen and certain principals of Amen. The effective date of the sale was October 1,
2007.
Stifel, Nicolaus & Company, Incorporated
served as financial advisor to the Trustee in connection with the transaction,
and delivered an opinion to the Trustee that, as of the date of the opinion and
subject to the assumptions and qualifications contained in the opinion, the
consideration to be paid to the Trustee in its capacity as trustee of the Trust
in connection with the transaction pursuant to the purchase agreement was fair
to the Trust as the seller of the assets, from a financial point of view.
The Purchase Agreement
includes provisions limiting the types and amounts of any claims the parties
might otherwise assert against each other and providing limitations on the time
after the closing during which any such claims may be made.
The description herein of
the material terms of the Purchase Agreement is qualified in its entirety by
reference to the Purchase Agreement, which is attached as Exhibit 10.1 to
the Trust’s Report on Form 8-K filed on November 8, 2007, and to the
terms of the Amendment, which is attached as Exhibit 10.1 to this Form 8-K.
The Trustee intends to
distribute the net proceeds of the sale (after deducting amounts necessary to
pay all fees, expenses, liabilities and other obligations of the Trust, and
after setting aside any amounts the Trustee determines to hold in reserve, and
subject to any post-closing adjustments under the purchase agreement) on February 29,
2008 to unitholders of record at the close of business on February 14,
2008. This distribution will be made
concurrently with the Trust’s distribution for the quarter ending December 31,
2007.
The United States
Treasury book-entry securities representing stripped-interest coupons held by
the Trustee as Custodian mature on February 15, 2008. Unitholders of record at the close of
business on February 14, 2008 will be entitled to receive the cash
proceeds from the matured Treasury Obligations on deposit with the
Custodian. The cash proceeds will be
distributed as promptly as practicable on or after February 29, 2008.
The Trust will be
liquidated on February 15, 2008.
After that date the Trustee will continue to act as trustee of the trust
estate until the trust estate has been finally distributed and the affairs of
the Trust have been wound up.
The Trustee intends to
instruct the Trust’s transfer agent to stop transfer of the Trust’s units
immediately following the close of business on February 14, 2008 and
intends to request that the New York Stock Exchange delist the units at that time.
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