0001140361-19-009904.txt : 20190528 0001140361-19-009904.hdr.sgml : 20190528 20190528171723 ACCESSION NUMBER: 0001140361-19-009904 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20190528 DATE AS OF CHANGE: 20190528 GROUP MEMBERS: ALLAN R. TESSLER GROUP MEMBERS: ART-FGT FAMILY PARTNERS LTD GROUP MEMBERS: ERIC L. OLIVER GROUP MEMBERS: SOFTVEST ADVISORS, LLC GROUP MEMBERS: TESSLER FAMILY LIMITED PARTNERSHIP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TEXAS PACIFIC LAND TRUST CENTRAL INDEX KEY: 0000097517 STANDARD INDUSTRIAL CLASSIFICATION: OIL ROYALTY TRADERS [6792] IRS NUMBER: 750279735 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-38472 FILM NUMBER: 19858660 BUSINESS ADDRESS: STREET 1: 1700 PACIFIC AVE STREET 2: STE 2770 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2149695530 MAIL ADDRESS: STREET 1: 1700 PACIFIC AVE STREET 2: STE 2770 CITY: DALLAS STATE: TX ZIP: 75201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SoftVest, LP CENTRAL INDEX KEY: 0001406386 IRS NUMBER: 752845692 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 400 PINE STREET STE 1010 CITY: ABILENE STATE: TX ZIP: 79601 BUSINESS PHONE: (325)677-6177 MAIL ADDRESS: STREET 1: 400 PINE STREET STE 1010 CITY: ABILENE STATE: TX ZIP: 79601 SC 13D/A 1 s002762x35_sc13da.htm SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Texas Pacific Land Trust

(Name of Issuer)

Sub-shares in Certificates of Proprietary Interest

(Title of Class of Securities)

882610108

(CUSIP Number)

Eric L. Oliver

c/o SoftVest Advisors, LLC

400 Pine Street, Suite 1010

Abilene, Texas 79601

(325) 677-6177

Allan R. Tessler

c/o ART-FGT Family Partnership Limited

2500 Moose-Wilson Road

Wilson, Wyoming 83014

(307) 734-2426

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

May 28, 2019

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 882610108

1	NAME OF REPORTING PERSONS
	SoftVest, L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☒
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS
	WC

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			130,500*

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			130,500*

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	130,500*

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	1.7%

14	TYPE OF REPORTING PERSON
	PN

* Excludes the Horizon Shares and Tessler Shares with respect to which SoftVest, L.P. disclaims beneficial ownership.

CUSIP No. 882610108

1	NAME OF REPORTING PERSONS
	SoftVest Advisors, LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☒
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS
	AF

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			130,500*

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			130,500*

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	130,500*

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☒


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	1.7%

14	TYPE OF REPORTING PERSON
	IA

* Excludes the Horizon Shares and Tessler Shares with respect to which SoftVest Advisors, LLC disclaims beneficial ownership.

CUSIP No. 882610108

1	NAME OF REPORTING PERSONS
	Eric L. Oliver

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☒
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS
	AF, PF

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			2,700

		8	SHARED VOTING POWER
			130,500*

		9	SOLE DISPOSITIVE POWER
			2,700

		10	SHARED DISPOSITIVE POWER
			130,500*

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	133,200*

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☒


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	1.7%

14	TYPE OF REPORTING PERSON
	IN

* Excludes the Oliver Children Shares, the Tessler Shares and the Horizon Shares with respect to which Mr. Oliver disclaims beneficial ownership.

CUSIP No. 882610108

1	NAME OF REPORTING PERSONS
	ART-FGT Family Partners Limited

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☒
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS
	WC

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Wyoming

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			10,330*

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			10,330*

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	10,330*

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☒


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.1%

14	TYPE OF REPORTING PERSON
	PN

* Excludes the Horizon Shares and SoftVest Shares, as well as the 1,300 Shares beneficially owned by Tessler Family Limited Partnership, with respect to which ART-FGT Family Partners Limited disclaims beneficial ownership.

CUSIP No. 882610108

1	NAME OF REPORTING PERSONS
	Tessler Family Limited Partnership

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☒
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS
	WC

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Wyoming

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			1,300*

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			1,300*

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,300*

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☒


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.1%

14	TYPE OF REPORTING PERSON
	PN

* Excludes the Horizon Shares and SoftVest Shares, as well as the 10,330 Shares beneficially owned by ART-FGT Family Partners Limited, with respect to which Tessler Family Limited Partnership disclaims beneficial ownership.

CUSIP No. 882610108

1	NAME OF REPORTING PERSONS
	Allan R. Tessler

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☒
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS
	AF

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			11,630*

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			11,630*

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	11,630*

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☒


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.1%

14	TYPE OF REPORTING PERSON
	IN

* Excludes the Horizon Shares and SoftVest Shares with respect to which Mr. Tessler disclaims beneficial ownership.

This Amendment No. 1 to the Schedule 13D (this “Amendment No. 1”) relates to the sub-share certificates of proprietary interests (the “Shares”) of Texas Pacific Land Trust (“TPL”) and amends the Schedule 13D filed on March 15, 2019 (the “Original Schedule 13D” and, together with this Amendment No. 1, the “Schedule 13D”). Capitalized terms used and not defined in this Amendment No. 1 have the meanings set forth in the Original Schedule 13D.

This Amendment No. 1 is being filed by (1) SoftVest Advisors, LLC, a Delaware limited liability company, (2) SoftVest, L.P., a Delaware limited partnership (“SoftVest LP”), (3) Eric L. Oliver (“Mr. Oliver”), (4) ART-FGT Family Partners Limited, a Wyoming limited partnership (“ART-FGT LP”), (5) Tessler Family Limited Partnership, a Wyoming limited partnership and (6) Allan R. Tessler.

This Amendment No. 1 is being filed to amend Item 4, Item 5, Item 6 and Item 7 of the Schedule 13D as follows:

Item 4. Purpose of Transaction

Item 4 of the Schedule 13D is amended by adding the following:

On May 22, 2019, SoftVest LP, ART-FGT LP and Horizon issued a press release announcing that Mr. Oliver was elected trustee of TPL at the Special Meeting held on May 22, 2019. The press release is attached as Exhibit 3 and incorporated by reference into this Item 4 in its entirety.

On May 28, 2019, SoftVest LP, ART-FGT LP and Horizon issued a press release announcing that they have filed counter-claims against David E. Barry and John A. Norris, III, the incumbent trustees of TPL, in the United States District Court for the Northern District of Texas seeking to recognize the election of Mr. Oliver as a trustee of TPL. The press release is attached as Exhibit 4 and incorporated by reference into this Item 4 in its entirety.

The response to Item 6 of this Amendment No. 1 is incorporated herein by reference.

Item 5. Interest in Securities of the Issuer

Item 5 of the Schedule 13D is amended by adding the following:

As a result of the Cooperation Agreement, Horizon and the Reporting Persons may be deemed to have formed a “group” pursuant to Rule 13d-5(b)(1) promulgated under the Act. The Shares reported in this Schedule 13D do not include security interests owned by Horizon. Horizon has filed a separate amendment to its Schedule 13D reporting beneficial ownership of 1,795,339 Shares (the “Horizon Shares”) representing approximately 23.1% of the outstanding Shares. This number does not include approximately 22,841 Shares held directly by senior portfolio managers of Horizon and their families. The Reporting Persons assume no responsibility for the information contained in any such Schedule 13D or any amendment thereto.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is amended by adding the following:

On May 28, 2019, the parties to the Cooperation Agreement entered into an Amendment to the Cooperation Agreement (the “Amendment”) to extend term of the Cooperation Agreement until the resolution of the lawsuit filed by the Trust on May 21, 2019 (as may be amended from time to time) in the United States District Court for the Northern District of Texas against Eric L. Oliver, unless earlier terminated by the mutual written agreement of the parties.

The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, a copy of which is attached hereto as Exhibit 5 and incorporated by reference.

Item 7. Material to be Filed as Exhibits

Item 7 of the Schedule 13D is amended by adding thereto the following:

Exhibit Number		Description of Exhibits

3		Press Release, dated May 22, 2019

4		Press Release, dated May 28, 2019

5		Amendment to Cooperation Agreement, dated May 28, 2019, by and among SoftVest Advisors, LLC, Horizon Kinetics LLC, ART-FGT Family Partners Limited and Tessler Family Limited Partnership.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	SOFTVEST, LP

	By: SoftVest GP I, LLC its general partner
Date: May 28, 2019
	By:	/s/ Eric L. Oliver
		Name:	Eric L. Oliver
		Title:	President

	SOFTVEST ADVISORS, LLC

Date: May 28, 2019
	By:	/s/ Eric L. Oliver
		Name:	Eric L. Oliver
		Title:	President

	ERIC L. OLIVER

Date: May 28, 2019
	By:	/s/ Eric L. Oliver

	ART-FGT FAMILY PARTNERS LIMITED

	By: Tessler FMC LLC, its general partner

Date: May 28, 2019
	By:	/s/ Andrea Tessler
		Name:	Andrea Tessler
		Title:	Manager


	TESSLER FAMILY LIMITED PARTNERSHIP

	By: Apres Vous LLC, its general partner
Date: May 28, 2019
	By:	/s/ Andrea Tessler
		Name:	Andrea Tessler
		Title:	Manager


	Allan R. Tessler

Date: May 28, 2019
	By:	/s/ Allan R. Tessler

EX-99.3 2 s002762x35_ex99-3.htm EXHIBIT 3

EXHIBIT 3

INVESTOR GROUP COMMENTS ON RESULTS OF SPECIAL MEETING OF TEXAS PACIFIC LAND TRUST

Eric Oliver elected as Trustee of Texas Pacific Land Trust

DALLAS, May 22, 2019 – SoftVest, L.P., Horizon Kinetics LLC and ART-FGT Family Partners, which collectively beneficially own over 25% of the outstanding shares of Texas Pacific Land Trust (NYSE: TPL), announced that Eric Oliver was elected trustee of TPL at the special meeting of shareholders held this morning in Dallas, Texas.

Out of the 7,756,156 shares outstanding on the record date, a total of 3,660,812 shares voted for the election of Eric Oliver (including shares voted through Broadridge). We have been advised by Broadridge that a total of 1,994,267 shares were voted in favor of the election of General Donald Cook.

Although TPL’s representatives present at the meeting noted that they did not recognize the validity of the special meeting, we hope and expect, in light of the overwhelming support in favor of the election of Eric Oliver, that David Barry and John Norris will welcome Eric Oliver as a fellow trustee and work with him collaboratively to create value for all shareholders. It is time to move forward.

We thank all shareholders who came to the special meeting and travelled from all over the United States and abroad, including London, Canada, The Bahamas, California, Cincinnati and Boston.

EX-99.4 3 s002762x35_ex99-4.htm EXHIBIT 4

EXHIBIT 4

INVESTOR GROUP FILES COUNTER-CLAIMS SEEKING TO RECOGNIZE ELECTION OF ERIC OLIVER AS TRUSTEE OF TEXAS PACIFIC LAND TRUST

Lawsuit Pursues Order Requiring Incumbent Trustees to Be Held Personally Liable for Breach of TPL Declaration of Trust and Fiduciary Duties as Trustees

Pursues Damages for Unauthorized Proxy Campaign Expenses, 5,000% Salary Increase and Undisclosed Purchase of Plane

DALLAS, May 28, 2019 – SoftVest, L.P., Horizon Kinetics LLC and ART-FGT Family Partners (the “Investor Group”), which collectively beneficially own over 25% of the outstanding shares of Texas Pacific Land Trust (NYSE: TPL), announced that they have filed counter-claims against David E. Barry and John A. Norris, III, the incumbent trustees of TPL, in the United States District Court for the Northern District of Texas.

The counter-claims seek a declaratory judgment that the vote conducted at the May 22 shareholder meeting was valid and effective, and that Mr. Eric Oliver has been overwhelmingly elected as TPL’s third trustee. The Investor Group is also pursuing an injunction to prevent the incumbent trustees from taking action on behalf of TPL without the participation of the now duly elected third trustee, Mr. Oliver.

The Investor Group is also pursuing damages from the incumbent trustees for their wrongful acts as trustees, including the more than 5,000% raise in salary given to themselves and the recent undisclosed purchase of a private plane. The Investor Group is also seeking restoration to TPL of the money spent by the incumbent trustees in their proxy campaign to prevent Mr. Oliver’s election, as it was outside the scope of their limited powers as trustees. The Investor Group believes such amount may be in excess of $5 million (which includes costs of private investigators paid to intimidate Mr. Oliver, two law firms, investment bank, proxy solicitor, web designers, multiple rounds of mailings and social media ads).

The Investor Group notes that its litigation is against each of the incumbent trustees in their individual capacity because their actions in these regards are unauthorized under the TPL Declaration of Trust, in addition to being in breach of their fiduciary duties under the standards applicable in their capacities as trustees.

The Investor Group again thanks all shareholders for their support. It is unfortunate that additional shareholder resources will have to be spent by both sides to pursue this matter in lawyers and PR advisors, but the incumbent Trustees have once again demonstrated that they will use all measures and assets at their disposal to defend their incumbency and prior actions; if history is a guide, such behavior rarely stops of its own accord and, more often, escalates.

As the unnecessary spending on each side escalates, the Investor Group again calls on David Barry and John Norris to welcome Eric Oliver as a fellow trustee, to work with him collaboratively to create value for all shareholders and to finally move forward.

EX-99.5 4 s002762x35_ex99-5.htm EXHIBIT 5

EXHIBIT 5

AMENDMENT TO THE COOPERATION AGREEMENT

THIS AMENDMENT TO THE COOPERATION AGREEMENT (this “Amendment”), dated May 28, 2019 and effective as of May 22, 2019, is by and among SoftVest Advisors, LLC, Horizon Kinetics LLC, Tessler Family Limited Partnership, and ART-FGT Family Partners Limited (collectively, the “Parties” and each, a “Party”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreement (as defined below).

WHEREAS, the Parties entered into that certain Cooperation Agreement, dated March 15, 2019 (the “Agreement”);

WHEREAS, in accordance with Section 9(b) of the Agreement, the parties wish to amend certain terms of the Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration the receipt and sufficiency of which are acknowledged, and intending to be legally bound, the Parties agree as follows:

1. Section 7 of the Agreement is hereby deleted and replaced with the following:

Termination. This Agreement will automatically terminate upon resolution of the lawsuit filed by the Trust on May 21, 2019 (as may be amended from time to time) in the United States District Court for the Northern District of Texas against Eric L. Oliver, unless earlier terminated by the mutual written agreement of the Parties. Sections 5, 6(d), 7, 8 and 9 shall survive any termination of this Agreement.

2. This Amendment (i) shall be governed by and construed in accordance with the laws of the State of New York, (ii) may not be assigned, amended, waived or modified except by a writing signed by each Party (or, with respect to a waiver, the Party against whom such waiver is asserted), (iii) may be executed in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument, (iv) together with the Agreement represents the entire agreement between the Parties with respect to the subject matter of the Agreement and this Amendment and (v) is not intended to be enforceable by any person who is not a party to this Amendment.

The Parties have caused this Amendment to be executed as of the day and year first above written.

HORIZON KINETICS LLC

By:	/s/ Jay Kesslen
	Name:	Jay Kesslen
	Title:	General Counsel

SOFTVEST ADVISORS, LLC

By:	/s/ Eric L. Oliver
	Name:	Eric L. Oliver
	Title:	President

	ART-FGT FAMILY PARTNERS LIMITED

	By:	TESSLER FMC LLC, its general partner

By:	/s/ Andrea Tessler
	Name:	Andrea Tessler
	Title:	Manager

	TESSLER FAMILY LIMITED PARTNERSHIP

	By:	APRES VOUS LLC, its general partner

By:	/s/ Andrea Tessler
	Name:	Andrea Tessler
	Title:	Manager