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
August
20, 2008
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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)
Current
Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of
1934
FORM
8-K
Item
1.01 – Entry Into a Material Definitive Agreement
On August
20, 2008, Amen Minerals, LLC (“Minerals”), a wholly-owned subsidiary of Amen
Properties, Inc. (the “Company”), acquired a 5% working interest and 4% net
revenue interest (after royalty and lease burdens, including an overriding
royalty reserved to the seller) in certain producing oil and gas properties (the
“Properties”) from Aghorn Energy, Inc. (“Aghorn”), effective June 1, 2008 for a
purchase price of $1,750,000, paid in cash. The Properties, which
were purchased by Aghorn from Exxon Mobil Corporation (“Exxon Mobil”) on June 1,
2008, consist of Exxon Mobil’s leasehold interests, including their interest in
all wellbores, in approximately thirty thousand acres known as the Yarbrough and
Allen Field, located in Ector, Ward, Winkler and Crane Counties in
Texas. Exxon Mobil owned a 100% working interest in the wellbores on
the Properties with the exception of four wells which are subject to a farm-out
agreement with EOG Resources, Inc. (“EOG”). For the wells farmed out
to EOG, Exxon Mobil owned working interests ranging from 25% to 50% and net
revenue interests ranging from 21.875% to 43.75%, and Minerals’ interest in
those wells is reduced proportionately.
Also by
letter agreement entered into on August 20, 2008, Aghorn granted to Minerals the
option to require Aghorn to repurchase Minerals’ interest in the Properties for
the original purchase price less any net revenues received since June 1, 2008
(the “Put Option Letter Agreement”). This put option expires on May
31, 2009.
Certain
members of the Company’s Board of Directors also indirectly acquired interests
in the Properties from Aghorn, as described below:
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·
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Anthem
Holdings, Inc. (“Anthem”) acquired a 10% interest in the
Properties. Mr. Jon Morgan, the Company’s CEO and one of its
directors, is the President of
Anthem.
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·
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Softsearch
Investments, LP (“Softsearch”) acquired a 2.5% interest in the
Properties. Mr. Eric Oliver, one of the Company’s directors, is
the Principal of Softsearch.
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·
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Debeck,
LLC (“Debeck”) acquired a 2.5% interest in the Properties. Mr.
Eric Oliver, one of the Company’s directors, is the Principal of
Debeck.
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The
purchases by Anthem, Softsearch and Debeck were made on the same terms as the
purchase by Minerals.
Aghorn is
owned by Mr. Frosty Gilliam, who is also the holder of the
following:
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·
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A
promissory note issued by the Company in the amount of
$116,100.
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·
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Shares
of the Company’s Preferred D stock.
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·
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Shares
of and warrants to buy the Company’s common stock which aggregate to less
than 5% of the outstanding shares.
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The
description herein of the material terms of this transaction is qualified in its
entirety by reference to the Assignments and Bills of Sale and Put Option Letter
Agreement, which are attached hereto as Exhibits 10.1 and 10.2.
Item
2.01 – Completion of Acquisition of Disposition of Assets
See
description under Item 1.01 above.
Item
9.01. Financial Statements and Exhibits.
(a) Financial
Statements of Businesses Acquired.
None.
(b) Pro
Forma Financial Information.
None.
(c) Exhibits.
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Title
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Exhibit
No.
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Assignments
and Bills of Sale between Aghorn Energy, Inc. and Amen Minerals,
LLC et al signed August 20, 2008.
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10.1
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Put
Option Letter Agreement
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10.2
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Press
Release
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99.1
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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 hereunto
duly authorized.
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AMEN Properties,
Inc.
(Registrant)
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Date: August
26, 2008
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By: /s/ Jon M
Morgan
Jon
M Morgan, Chief Executive Officer
(Signature)
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