Additional Proxy Soliciting Materials (definitive) (defa14a)
May 27 2014 - 2:43PM
Edgar (US Regulatory)
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) May 22, 2014
DOMINION RESOURCES BLACK WARRIOR TRUST
(Exact name of Registrant as specified in its charter)
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Delaware
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1-11335
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75-6461716
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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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U.S. Trust, Bank of America
Private Wealth Management
901 Main Street, 17th Floor
Dallas, Texas
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75202
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (214) 209-2400
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 (
see
General Instruction A.2.):
¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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x
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 8.01 Other Events.
On May 22, 2014, Dominion Resources Black Warrior Trust (the Trust) commenced its Special Meeting of unit holders (the
Special Meeting) as previously scheduled and adjourned the meeting due to lack of the requisite quorum. The Special Meeting was adjourned to allow the unit holders additional time to vote on the proposals described in the Trusts
definitive proxy statement filed by the Trust with the Securities Exchange Commission on March 31, 2014, as amended.
The Special
Meeting will be reconvened on Thursday, June 19, 2014 at 2:00 p.m., local time, at the Trustees offices, 901 Main Street, 17
th
Floor, Dallas, Texas 75202. The record date for unit
holders entitled to vote at the Special Meeting remains March 27, 2014. Unit holders who have already voted do not need to recast their votes. Proxies previously submitted in respect of the Special Meeting will be voted at the adjourned meeting
unless properly revoked.
On May 22, 2014, the Trust issued a press release announcing the adjournment of the Special Meeting. The
press release is attached as Exhibit 99.1 to this Current Report on Form
8-K
and incorporated herein by reference.
Forward-looking Statements
Any
statements in this Current Report on Form 8-K about plans for the Trust, the expected timing of the completion of the proposed resignation of the Trustee or appointment of a successor trustee, and other statements containing the words
estimates, believes, anticipates, plans, expects, will, may, intends and similar expressions, other than historical facts, constitute forward-looking
statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Factors or risks that could cause our actual results to differ materially from the results we anticipate include, but are not
limited to the inability of the Trustee to resign or Southwest Bank to assume duties as successor trustee due to the failure to obtain necessary unitholder or court approval or the failure to satisfy other conditions to the Trustees
resignation set forth in the Trustees notice of resignation.
Actual results may differ materially from those indicated by such
forward-looking statements. In addition, the forward-looking statements included in this Current Report on Form 8-K represent the Trustees views as of the date hereof. The Trustee anticipates that subsequent events and developments may cause
its views to change. However, while the Trustee may elect to update these forward-looking statements at some point in the future, it specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as
representing the Trustees views as of any date subsequent to the date hereof.
Item 9.01 Financial Statements and Exhibits.
d. Exhibits
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99.1
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Press Release dated May 22, 2014.
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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 thereunto duly authorized.
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D
OMINION
R
ESOURCES
B
LACK
W
ARRIOR
T
RUST
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By:
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B
ANK
OF
A
MERICA
, N.A., T
RUSTEE
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By:
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/s/ Ron E. Hooper
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Ron E. Hooper
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Senior Vice President
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Date: May 27, 2014
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 May 22, 2014
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