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): January 4, 2016
WHITING USA TRUST II
(Exact name of Registrant as specified in its charter)
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Delaware |
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001-35459 |
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38-7012326 |
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(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
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The Bank of New York Mellon Trust Company, N.A., Trustee
Global Corporate Trust
919 Congress Avenue
Austin, Texas 78701
(Address of principal executive offices, including ZIP code)
Registrants telephone number, including area code: (512) 236-6599
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. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 C.F.R. §230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 C.F.R. §240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 C.F.R. §240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 C.F.R. §240.13e-4(c)) |
ITEM 3.01. |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On January 4, 2016, Whiting USA Trust II (the Trust) (NYSE: WHZ) was notified by the New York Stock Exchange
(the NYSE) that it did not satisfy the NYSEs continued listing standards, which requires that the average closing price of the Trust units cannot be less than $1.00 per unit over a period of 30 consecutive trading days.
Under the NYSE delisting procedures, the Trust had the right to certain cure periods if it can demonstrate its intent to cure
the deficiency. In order to save the Trust administrative costs, including potential significant expenses associated with reverse split votes or other actions intended to remedy the deficiency and ongoing NYSE listing fees, the Trust announced it
did not intend to cure the deficiency.
On January 6, 2016, the Trust issued a press release announcing that it had
received from the NYSE a notice regarding the continued listing standards and that it expected the Trust units to be delisted. After the issuance of such press release, the NYSE delisted the Trust units. Also on January 6, 2016, the Trust
issued a subsequent press release that the Trust units will commence trading on January 7, 2016 on the OTC Pink, which is operated by OTC Markets Group, under the ticker symbol WHZT. There is no assurance that an active market in
the Trust units will develop on OTC Pink.
Copies of the press releases issued on January 6, 2016 are attached to
this report as Exhibits 99.1 and 99.2, respectively.
This current report contains forward-looking statements, including
all statements made in this current report other than statements of historical fact. No assurances can be given that such statements will prove to be correct. Whether a market in the Trust units develops is affected by factors outside of the control
of the Trust or Whiting, including actions of market participants, among others. Statements made in this current report are qualified by the cautionary statements made in this current report. The Trustee does not intend, and assumes no obligation,
to update any of the statements included in this current report.
ITEM 9.01. |
Financial Statements and Exhibits. |
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99.1 |
Press Release dated January 6, 2016. |
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99.2 |
Press Release dated January 6, 2016. |
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.
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Whiting USA Trust II |
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By: |
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The Bank of New York Mellon Trust Company, N.A., |
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as Trustee |
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By: |
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/s/ Mike Ulrich |
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Name: |
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Mike Ulrich |
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Title: |
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Vice President |
Date: January 6, 2016
Exhibit Index
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Exhibit Number |
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Description |
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99.1 |
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Press Release dated January 6, 2016. |
99.2 |
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Press Release dated January 6, 2016. |
Exhibit 99.1
WHITING USA TRUST II
The Bank of New
York Mellon Trust Company, N.A., as Trustee
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News Release |
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FOR IMMEDIATE RELEASE
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WHITING USA TRUST II ANNOUNCES RECEIPT OF NOTICE FROM NYSE
REGARDING CONTINUED LISTING STANDARDS; EXPECTS DELISTING
Austin, Texas, January 6, 2016 Whiting USA Trust II (NYSE Symbol WHZ) today announced that it received notice on
January 4, 2016 from the New York Stock Exchange (the NYSE) that it does not satisfy the NYSEs continued listing standards, which requires that the average closing price of the Trust units cannot be less than $1.00 per unit
over a period of 30 consecutive trading days. Under the NYSE delisting procedures, the Trust has the right to certain cure periods if it can demonstrate its intent to cure the deficiency. In order to save the Trust administrative costs, including
potential significant expenses associated with reverse split votes or other actions intended to remedy the deficiency and ongoing NYSE listing fees, the Trust does not intend to cure the deficiency. Consequently, the Trust expects that the Trust
units will be delisted from the NYSE and transition to OTC Pink, which is operated by OTC Markets Group. There is no assurance that an active market in the Trust units will develop on OTC Pink.
This press release contains forward-looking statements, including all statements made in this press release other than statements of
historical fact. No assurances can be given that such statements will prove to be correct. Whether and when the Trust units will be delisted and whether a market in the Trust units develops is affected by factors outside of the control of the Trust
or Whiting, including actions of the NYSE and market participants, among others. Statements made in this press release are qualified by the cautionary statements made in this press release. The Trustee does not intend, and assumes no obligation, to
update any of the statements included in this press release.
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Contact: |
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Whiting USA Trust II |
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The Bank of New York Mellon Trust Company, N.A., as Trustee |
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Mike Ulrich |
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(512) 236-6599 |
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919 Congress Avenue, Austin, TX 78701 |
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http://WhitingWHZ.investorhq.businesswire.com/ |
Exhibit 99.2
WHITING USA TRUST II
The Bank of New
York Mellon Trust Company, N.A., as Trustee
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News Release |
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FOR IMMEDIATE RELEASE |
WHITING USA TRUST II ANNOUNCES COMMENCEMENT OF
TRADING ON OTC PINK
Austin, Texas, January 6, 2016 Whiting USA Trust II (OTC Symbol WHZT) announced that effective January 7, 2016 the
Trusts units will be traded under the ticker symbol WHZT on the OTC Pink, which is operated by OTC Markets Group. There is no assurance that an active market in the Trust units will develop on OTC Pink. As previously announced, the
Trust did not satisfy the continued listing standards of New York Stock Exchange (the NYSE), which requires that the average closing price of the Trust units cannot be less than $1.00 per unit over a period of 30 consecutive trading
days, and the Trust units were subsequently delisted from the NYSE.
This press release contains forward-looking statements, including all
statements made in this press release other than statements of historical fact. No assurances can be given that such statements will prove to be correct. Whether a market in the Trust units develops is affected by factors outside of the control of
the Trust or Whiting, including actions of market participants, among others. Statements made in this press release are qualified by the cautionary statements made in this press release. The Trustee does not intend, and assumes no obligation, to
update any of the statements included in this press release.
Contact: Whiting USA Trust
II
The Bank
of New York Mellon Trust Company, N.A., as Trustee
Mike
Ulrich
(512)
236-6599
919
Congress Avenue, Austin, TX 78701
http://WhitingWHZ.investorhq.businesswire.com/