-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KmyTAPlrRza35PE+zjC84UNH6Il8QuLYoD/sfykA3Lg2m7U5jCjRjea+bx1A9Nb5 u/X3+Q7OTfbOFXMAaHdMrg== 0000909334-06-000229.txt : 20060605 0000909334-06-000229.hdr.sgml : 20060605 20060605105800 ACCESSION NUMBER: 0000909334-06-000229 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060601 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Changes in Registrant.s Certifying Accountant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060605 DATE AS OF CHANGE: 20060605 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RAM ENERGY RESOURCES INC CENTRAL INDEX KEY: 0001282648 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 200700684 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50682 FILM NUMBER: 06885100 BUSINESS ADDRESS: STREET 1: 5100 E SKELLY DRIVE - SUITE 650 CITY: TULSA STATE: OK ZIP: 74135 BUSINESS PHONE: 918-663-2800 MAIL ADDRESS: STREET 1: 5100 E SKELLY DRIVE - SUITE 650 CITY: TULSA STATE: OK ZIP: 74135 FORMER COMPANY: FORMER CONFORMED NAME: TREMISIS ENERGY ACQUISITION CORP DATE OF NAME CHANGE: 20040304 8-K 1 rer8k-060106.txt 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): June 1, 2006 RAM ENERGY RESOURCES, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-50682 20-0700684 - ---------------------------- ----------- ------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 5100 E. Skelly Drive, Suite 650, Tulsa, Oklahoma 74135 - ------------------------------------------------ ---------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (918) 663-2800 TREMISIS ENERGY ACQUISITION CORPORATION (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. below): |_| Written communications pursuant to Rule 425 under the 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-2(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 On May 10, 2006, the Registrant, through it's subsidiary, RWG Energy, Inc., entered into an amendment of its agreement with Targa North Texas, L.P., as successor in interest to Targa Midstream Services Limited Partnership, which revised the compensation to be paid to the Registrant's subsidiary for natural gas delivered under such agreement. A copy of the amendment is filed as Exhibit 10.23.1 to this Form 8-K Current Report. Item 4.01. Changes in Registrant's Certifying Accountant (a)(1) (i) Effective June 1, 2006, the partners of UHY Mann Frankfort Stein & Lipp CPAs, LLP ("UHY Mann") joined UHY LLP, a New York limited liability partnership, which is the independent registered public accounting firm with which UHY Mann has an affiliation. UHY LLP is a legal entity that is separate from UHY Mann. UHY Mann ceased to provide audit services to RAM Energy Resources, Inc. (the "Company") upon consummation of the transaction with UHY LLP, and, contemporaneously with the consummation of such transaction, resigned as the independent auditors of the Company. (ii) None of the reports of UHY Mann on the financial statements of RAM Energy, Inc. for either of the past two years or subsequent interim periods contained an adverse opinion or disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope or accounting principles. (iii) The decision to change principal accountants from UHY Mann to UHY LLP has been approved by the Audit Committee of the Company. (iv) During the two most recent fiscal years of RAM Energy, Inc. and all subsequent interim periods, there were no disagreements between RAM Energy, Inc. and UHY Mann on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of UHY Mann, would have caused it to make reference to the subject matter of the disagreements in connection with its report. The Company has provided UHY Mann with a copy of the above disclosures in response to Item 304(a) of Regulation S-K in conjunction with the filing of this Form 8-K. The Company requested that UHY Mann deliver to the Company a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made by the Company in response to Item 304(a) of Regulation S-K, and if not, stating the respects in which it does not agree. A copy of the letter of UHY Mann is filed as Exhibit 16 to this Form 8-K Current Report. (a)(2) Effective June 1, 2006, the Company engaged UHY LLP as the Company's independent public accountants for the Company's fiscal year ending December 31, 2006 and the interim periods prior to such year-end. During the Company's two most recent fiscal years or subsequent interim period, the Company has not consulted with UHY LLP regarding the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, nor did the limited liability partnership of UHY LLP provide advice to the Company, either written or oral, that was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue. Further, during the Company's two most recent fiscal years or subsequent interim periods, the Company has not consulted with the limited liability partnership of UHY LLP on any matter that was the subject of a disagreement or a reportable event. (a)(3) UHY LLP has informed the Company that it does not currently anticipate any changes in its audit engagement team for the Company solely as a result of the change in auditor from UHY Mann to UHY LLP. Item 9.01 Financial Statements and Exhibits. (a) Financial statements of business acquired. None. (b) Pro forma financial information. None (c) Shell Company Transactions. None (d) Exhibits Exhibit Number Description 10.23.1* Amendment dated May 10, 2006 to agreement between Registrant and Targa North Texas, L.P. 16.1* Letter from UHY Mann Frankfort Stein & Lipp CPAs, LLP dated June 2, 2006 regarding change in certifying accountant. *Filed herewith 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. June 2, 2006 RAM ENERGY RESOURCES, INC. By: /s/ Larry E. Lee Name: Larry E. Lee Title: Chief Executive Officer EXHIBIT INDEX Exhibit No. Description Method of Filing - ------- ------------------------------ ----------------------------- 10.23.1 Amendment dated May 10, 2006 to Filed herewith electronically agreement between Registrant and Targa North Texas, L.P. 16.1 Letter from UHY Mann Frankfort Filed herewith electronically Stein & Lipp CPAs, LLP dated June 2, 2006 regarding change in certifying accountant. EX-10.23.1 2 ex10231rer8k-060106.txt EXHIBIT 10.23.1 Amendment to Purchase Contract RWG Energy, Inc. ("Seller") and Targa North Texas LP, successor-in-interest to Targa Midstream Services Limited Partnership ("Buyer") entered into a Gas Purchase Contract dated January 30, 1998 ("the Contract"). Seller and Buyer now wish to amend the Contract, as set forth herein. Now therefore, in consideration of the premises and other valuable consideration, Seller and Buyer agree as follows: The provision entitled "ARTICLE X - COMPENSATION TO SELLER", Subsections A. Plant Products, B. Residue Gas and (paragraph) C. is hereby deleted in its entirety and replaced with the following: ARTICLE X - COMPENSATION TO SELLER Buyer shall pay to Seller as total compensation for the Gas delivered hereunder the sum of the values computed in accordance with subsections A. and B. of this Article. A. Plant Products - An amount equal to Seller's allocated gallons of Plant Products (determined as provided in the Allocation of Plant Products provision hereof) times * times the "current weighted average net sales price" of such Plant Products. The "current weighted average net sales price" of each Plant Product shall be determined by dividing the total gallons of such product produced and sold during the accounting period involved into the "Net proceeds f.o.b. Plant" received from sales of such Plant Products for such period by Buyer. "Net proceeds f.o.b. Plant" shall be the total gross proceeds received by Buyer from the sale of each Plant Product during each accounting period less any charges for tank car rental, sales commissions, taxes, pipeline transportation costs, and similar costs and expenses incurred or made in connection with the sale, transportation, and delivery of such Plant Product. When Buyer sells Plant Products through its own marketing organization, the sales commissions shall be commensurate with the current commission being charged in the industry by independent brokers handling like products; B. Residue Gas - An amount equal to * of the net proceeds received from the sale of such Residue Gas. The volume of "Residue Gas" shall be determined by application of the Allocation of Residue Gas provision hereof. "Net Proceeds" as herein used shall mean the total gross proceeds received by Buyer from the sale of surplus Residue Gas during each accounting period less any costs incurred by Buyer for transporting or compression required to market the Residue Gas. The effective date of this Amendment is April 1, 2006. All other provisions of the Contract shall remain in full force and effect. Accepted and Agreed to: Accepted and Agreed to: RWG Energy, Inc. Targa North Texas LP By: Its General Partner, Targa North Texas GP LLC By: /s/Larry G. Rampey By: /s/Clark White Printed Name: Larry G. Rampey Printed Name: Clark White Title: Sr. V.P. Operations Title: Vice President Date: May 10, 2006 Date: May 8, 2006 Owner's Federal Tax ID Number: Company's Federal Tax ID Number: 020685292 20-4036176 Address: Address: Suite 650 1000 Louisiana Suite 4700 5100 Skelly Drive Houston, TX 77002 Tulsa, OK 74135 - -------------------------- * Confidential information has been omitted and filed separately with the Securities and Exchange Commission. EX-16.1 3 ex161rer8k-060106.txt EXHIBIT 16.1 [UHY MANN FRANKFORT STEIN & LIPP LETTERHEAD] June 2, 2006 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Gentlemen: We have read the statements made by RAM Energy Resources, Inc., which we understand will be filed with the Securities and Exchange Commission, pursuant to Item 4.01 of Form 8-K, as part of the Form 8-K of RAM Energy Resources, Inc. dated June 1, 2006. We are in agreement with the statements concerning our Firm contained therein. Very Truly Yours, /s/UHY Mann Frankfort Stein & Lipp CPAs, LLP -----END PRIVACY-ENHANCED MESSAGE-----