0001140361-20-005181.txt : 20200309 0001140361-20-005181.hdr.sgml : 20200309 20200309171117 ACCESSION NUMBER: 0001140361-20-005181 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20200309 DATE AS OF CHANGE: 20200309 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: 20698800 BUSINESS ADDRESS: STREET 1: 1700 PACIFIC AVE STREET 2: STE 2900 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2149695530 MAIL ADDRESS: STREET 1: 1700 PACIFIC AVE STREET 2: STE 2900 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 formsc13da.htm SC 13DA
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 4)*

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)

March 6, 2020
(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
NAMES 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 (SEE INSTRUCTIONS)
 
 
WC
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
1.7%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 

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

CUSIP No. 882610108
1
NAMES 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 (SEE INSTRUCTIONS)
 
 
AF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 (SEE INSTRUCTIONS)
 
☒
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
1.7%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IA
 
 
 
 
 
* Excludes the Horizon Shares and Tessler Shares with respect to which SoftVest Advisors, LLC disclaims beneficial ownership.

CUSIP No. 882610108
1
NAMES 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 (SEE INSTRUCTIONS)
 
 
AF, PF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 (SEE INSTRUCTIONS)
 
 ☒
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
1.7%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
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
NAMES 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 (SEE INSTRUCTIONS)
 
 
WC
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
 
10,830*
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
10,830*
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
10,830*
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☒
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
0.1%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
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
NAMES 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 (SEE INSTRUCTIONS)
 
 
WC
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 (SEE INSTRUCTIONS)
 
☒
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
Less than 0.1%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 

* Excludes the Horizon Shares and SoftVest Shares, as well as the 10,830 Shares beneficially owned by ART-FGT Family Partners Limited, with respect to which Tessler Family Limited Partnership disclaims beneficial ownership.

CUSIP No. 882610108
1
NAMES 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 (SEE INSTRUCTIONS)
 
 
AF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
 
12,130*
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
12,130*
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
12,130*
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 ☒
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
0.2%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 

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

This Amendment No. 4 to the Schedule 13D (this “Amendment No. 4”) 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 as amended by Amendment No. 1 filed on May 28, 2019, Amendment No. 2 filed on August 1, 2019 and Amendment No. 3 filed on February 21, 2020 (the “Original Schedule 13D” and, together with this Amendment No. 4, the “Schedule 13D”). Capitalized terms used and not defined in this Amendment No. 4 have the meanings set forth in the Original Schedule 13D..
 
This Amendment No. 4 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. 4 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 March 6, 2020, certain of the Reporting Persons entered into an amendment (the “Second Amendment”) to the Settlement Agreement pursuant to which the Decision Period (as defined in the Settlement Agreement) was extended through March 20, 2020.
 
The foregoing description of the Second Amendment is qualified by the full text of such agreement, which is attached hereto as Exhibit 8 and is incorporated by reference herein.
 
Item 5.
Interest in Securities of the Issuer
 
Item 5 of the Schedule 13D is amended by adding the following:
 
Percentages of the Shares outstanding reported in this Amendment No. 4 are calculated based upon the 7,756,156 Shares outstanding as of January 31, 2020, as reported in TPL’s Annual Report on Form 10-K for the year ended December 31, 2019, filed by TPL with the SEC on February 27, 2020.
 
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 1,748,755 Shares (the “Horizon Shares”) representing approximately 22.5% of the outstanding Shares.  This number does not include approximately 23,362 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:
 
The response to Item 4 of this Amendment No. 4 is incorporated herein 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
     
     
8.
  
Second Amendment to Settlement Agreement dated March 6, 2020.

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: March 9, 2020
    
 
By:
 /s/ Eric L. Oliver
  


Name:  Eric L. Oliver


Title:     President


SOFTVEST ADVISORS, LLC
   
Date: March 9, 2020
  
 
By:
 /s/ Eric L. Oliver
  


Name:  Eric L. Oliver


Title:     President


ERIC L. OLIVER
   
Date: March 9, 2020
    
 
By:
/s/ Eric L. Oliver
  


ART-FGT FAMILY PARTNERS LIMITED
   

By:
Tessler FMC LLC, its general partner
     
Date: March 9, 2020
    
 
By:
 /s/ Andrea Tessler
  


Name:  Andrea Tessler


Title:     Manager


TESSLER FAMILY LIMITED PARTNERSHIP
 

By:
 Apres Vous LLC, its general partner
Date: March 9, 2020
    
 
By:
/s/ Andrea Tessler
  


Name:  Andrea Tessler
 
Title:     Manager


Allan R. Tessler
 
Date: March 9, 2020
  
 
By:
/s/ Allan R. Tessler
  


EX-99.8 2 ex99_8.htm EXHIBIT 99.8
Exhibit 8

Second Amendment to Settlement Agreement
 
This Second Amendment to Settlement Agreement, dated March 6, 2020 (this “Amendment”), is by and among Eric L. Oliver, SoftVest, L.P., SoftVest Advisors, LLC, Murray Stahl, Horizon Kinetics LLC, Horizon Kinetics Asset Management LLC (f/k/a Horizon Asset Management LLC), Allan R. Tessler, ART-FGT Family Partners Limited, and Tessler Family Limited Partnership (collectively, the “Investor Group”), on the one hand, and Texas Pacific Land Trust (the “Trust”), John R. Norris III and David E. Barry, on the other hand (each, a “Party” and collectively, the “Parties”).
 
RECITALS

WHEREAS, the Parties previously entered into that certain Settlement Agreement, dated July 30, 2019 (the “Settlement Agreement”);

WHEREAS, the Conversion Exploration Committee of the Trust recommended a plan of conversion on January 20, 2020;
 
WHEREAS, the Parties entered into that certain First Amendment to Settlement Agreement, dated February 20, 2020; and
 
WHEREAS, the Parties desire hereby to amend the Settlement Agreement in the manner set forth herein.
 
NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
 
1.
The last sentence of Item 5 of the Settlement Agreement is hereby amended and restated in its entirety as follows:
 
“Notwithstanding anything to the contrary in this Agreement, the Decision Period shall extend through March 20, 2020.”
 
2.
This Amendment modifies the Settlement Agreement only to the extent set forth herein.  Except as specifically amended by this Amendment, the Settlement Agreement shall remain in full force and effect in accordance with its terms and is hereby ratified and confirmed.
 
3.
The construction and interpretation of this Amendment shall be exclusively governed by the laws of the State of Texas, without giving effect to its conflict of law rules.
 
4.
This Amendment may be executed in one or more counterparts, each of which shall be considered an original instrument, but all of which shall be considered one and the same agreement, and shall become binding when one or more counterparts have been signed by each of the Parties hereto and delivered to each of the other Parties hereto. Delivery of an executed counterpart of this Amendment by facsimile or electronic mail in portable document format (pdf) shall be equally as effective as delivery of an original executed counterpart of this Amendment.
 
5.
This Amendment shall be binding upon and inure to the benefit of the Parties and their respective successors, parents, affiliates, subsidiaries, officers, trustees, directors, partners, employees, and permitted assigns.
 
[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, each of the Parties hereto has executed this Amendment or caused the same to be executed by its duly authorized representative as of the date first above written.
 
 
TEXAS PACIFIC LAND TRUST
     
 
By:
 /s/ David E. Barry
   
Name: David E. Barry
   
Title:   Trustee

 
By:
 /s/ John R. Norris, III
   
Name: John R. Norris, III
   
Title:   Trustee

[Signature Page to Second Amendment to Settlement Agreement]

IN WITNESS WHEREOF, each of the Parties hereto has executed this Amendment or caused to the same to be executed by its duly authorized representative as of the date first above written.
 
 
THE INVESTOR GROUP
   
 
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

[Signature Page to Second Amendment to Settlement Agreement]