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
November 8, 2007
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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 2300
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)
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):
[__] Written communications pursuant to Rule 425 under 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-d(b))
[__] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry Into a Material Definitive Agreement.
Amen Properties, Inc. (NASDAQ Stock Symbol:AMEN - the "Company") has entered
into a Purchase and Sale Agreement dated November 8, 2007 with Bank of New York
Trust Company, N. A., the trustee of Santa Fe Energy Trust (NYSE Symbol:SFF -
the "Trust") to purchase all of the Net Profits Royalties owned by the Trust.
The assets to be sold consist of the Trust's interests in certain royalty
interests and working interests in oil and gas properties located in a number of
different states. The Company made an earnest money deposit to the Trust of
approximately $7.5 million in connection with the execution of the Agreement,
which will be applied to the purchase price at closing or returned to the
Company upon termination of the Agreement except for termination resulting from
a breach of the Agreement by the Company, litigation enjoining the transaction
or lack of any required governmental consents. The Trust Purchase and Sale
Agreement provides for a total purchase price of $50.4 million, subject to
certain adjustments and customary closing conditions. Specifically, the
Agreement provides for upward and downward adjustments to the purchase price for
a number of factors including title issues, environmental issues, adjustments to
estimated reserves and changes in the market price of West Texas Intermediate
Crude Oil. The Agreement also provides that the parties can terminate the
Agreement upon the occurrence of certain events customary for transactions of
this type, including without limitation the right of the Trust to terminate the
transaction if the amount of the environmental defects asserted exceeds 20% of
the purchase price, and the right of either party to terminate if the total
adjustment to the purchase price related to changes in estimated reserves is in
excess of $4 million. The parties intend to consummate the transaction on or
about December 17, 2007 with an effective date of October 1, 2007.
The Company owns 139,500 units of the Trust and is part of an affiliated
ownership group, which includes certain of the Company's officers and directors,
that owns 701,393 units of the Trust, approximately 11% of the outstanding
units. The Company will continue to receive regular distributions from the Trust
until its liquidation on or before February 15, 2008.
Additionally, the Company has entered into a Purchase and Sale Agreement dated
November 8, 2007 with Devon Energy Production Company, L. P. ("Devon") to
acquire Devon's working and royalty interests in the properties that are subject
to the Net Profits Royalties owned by the Trust. The Devon Purchase and Sale
Agreement provides for a total purchase price of $5.6 million, subject to
certain adjustments and customary closing conditions. Specifically, the
Agreement provides for upward and downward adjustments to the purchase price for
a number of factors including title issues, environmental issues, and
adjustments to estimated reserves. The parties intend to consummate the
transaction contemporaneously with the Trust transaction on or about December
17, 2007.
The description herein of the material terms of the Purchase Agreements is
qualified in its entirety by reference to the Purchase Agreements, which are
attached hereto as Exhibits 10.1 and 10.2 and are incorporated herein by
reference.
On November 8, 2007, Amen Properties issued a press release regarding the
Purchase and Sale Agreements described above, a copy of which is furnished
herewith and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
None.
(b) Pro Forma Financial Information.
None.
(c) Exhibits.
Title Exhibit No.
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Purchase Agreement between Amen Properties, Inc. and Bank of 10.1
New York Trust Company, N. A., the trustee of Santa Fe Energy
Trust, dated as of November 8, 2007
Purchase Agreement between Amen Properties, Inc. and Devon 10.2
Energy Production Company, L. P. dated as of November 8, 2007
Amen Properties Press Release dated November 8, 2007 99.1
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.
(Registrant)
By: /s/ Jon Morgan
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Date: November 8, 2007 Jon Morgan
Chief Executive Officer