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
December 29, 2004
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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 1700
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 2.01 - Completion of Acquisition or Disposition of Assets
On January 4, 2005, Amen Properties, Inc. announced that on December
29, 2004, Amen Delaware, LP, its wholly owned subsidiary (collectively the
"Company"), sold its undivided interest in the Lubbock Office Building ("the
Property") for $3,924,141. The Company's book basis in its undivided interest
was approximately $2,690,781 resulting in a gain of approximately $1,233,000.
The Company received net proceeds of $3,688,094 due to certain closing
adjustments provided for in the Purchase Agreement (Exhibit 10.2) and is subject
to certain post-closing adjustments provided in the Purchase Agreement which are
not expected to be material.
The Company entered into an Agreement to Distribute Assets (Exhibit
10.1) with an effective date of December 31, 2004, by and among the partners of
TCTB Partnership, Ltd. ("TCTB" or the "Partnership"). The primary assets of TCTB
prior to the transactions herein described were three secondary office market
properties, two located in Midland, TX and the Property located in Lubbock,
Texas and were subject to a lien to secure a $6.1 million note with Wells Fargo
Bank Texas, N.A. (the "Bank"). The partners of TCTB agreed it was in their best
interest to distribute undivided interests in the Property to the partners
according to the sharing ratios of the Partnership, free of any debt. The Bank
agreed to release its lien on the Property and allow TCTB to distribute the
Property to the partners of TCTB in exchange for the Partnership providing a
certificate of deposit in the amount of $2,100,000 as collateral. In order for
the Partnership to fund the required certificate of deposit the General Partner
of TCTB made a capital call on the Partners of TCTB to fund the remaining amount
of the certificate of deposit as collateral for the Bank. The Company's share of
the required capital call was $285,392.05. The Property was built in 1966 and is
a fifteen story high rise with 210,659 rentable square feet, a 214 space parking
garage, and is approximately 77% occupied.
Following the distribution of the Property, the Company along with the
General Partner and certain other Limited Partners of TCTB (the "Selling
Partners") collectively agreed to sell their entire undivided interest in the
Property to 1500 Broadway Partners, Ltd. ("1500 Broadway"), of which certain
limited partners in TCTB are partners and are tenants in one of the Midland
Office Buildings of TCTB, for a privately negotiated purchase price of
$4,568,614.08. A separate Purchase Agreement was executed between 1500 Broadway
and TCTB as nominee for the Selling Partners with an effective date of December
31, 2004. While beneficial titles to the Property resided with each individual
partner of TCTB, subsequent to the Agreement to Distribute Assets, the Selling
Partners agreed that TCTB would continue to hold record title to their interests
in the Property and then transfer record title to the Property directly to 1500
Broadway in order to facilitate the closing of the Purchase Agreement. Further,
the Selling Partners and purchaser agreed to indemnify each other against, and
hold each other harmless from all liabilities arising out of ownership,
operations or maintenance of the Property for their respective periods of
ownership.
The Company plans to use the certain of proceeds from the sale to
reduce the principal amount of certain debt owed by Amen Delaware, LP from
$2,789,087 to $1,394,544 and pay the accrued interest thereon of $286,802 in
full. The remaining proceeds will be used to fund potential capital requirements
of its start up retail electric provider, W Power and Light, LP.
Upon distribution of the Lubbock building to the individual partners of
TCTB, Mr. Jon Morgan (President and COO of the Company) had a right to receive a
back-in interest in the Partnership from certain limited partners, but not from
Amen Delaware, LP's partnership interest. The back-in interest in the
Partnership that Mr. Morgan received upon distribution of the asset was 1.2654%.
The sale of Mr. Morgan's undivided interest in the distributed property resulted
in Mr. Morgan receiving a net check in the amount of $63,899.08. Mr. Morgan is
also an owner and officer of the General Partner of TCTB, and took actions in
such capacity in connection with this transaction in addition to acting as an
officer of the Company. As an owner of such General Partner, Mr. Morgan
indirectly received an additional $5,500 in lieu of his ownership in the General
Partner.
Item 9.01 - Financial Statements and Exhibits
(a) Financial Statements - not applicable
(b) Pro Forma Financial Information - Pro Forma Financial Information is
currently unavailable and is not included with this filing. The Company
expects to have assembled the required pro forma financials no later than
March 16, 2005.
(c) Exhibits
10.1 - Agreement to Distribute Assets
10.2 - Purchase Agreement
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.
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(Registrant)
Date: January 4, 2005 By /s/ Eric Oliver
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Chairman of the Board of Directors
and Chief Executive
Officer
(Signature)