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): May 15,
2009
DORCHESTER MINERALS,
L.P.
(Exact
name of Registrant as specified in its charter)
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Delaware
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000-50175
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81-0551518
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(State
or other jurisdiction of
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Commission
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(I.R.S.
Employer
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incorporation
or organization
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File
Number
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Identification
No.)
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3838 Oak Lawn, Suite 300, Dallas, Texas 75219
(Address
of principal executive offices) (Zip Code)
Registrant's
telephone number, including area code: (214)
559-0300
N/A
(Former
name, former address and former fiscal year, 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
15, 2009, Dorchester Minerals, L.P. (“DMLP”) executed a definitive agreement to
acquire producing and nonproducing mineral and royalty interests located in
Tarrant County, Texas from Tiggator, Inc., TRB Minerals, LP and West Fork
Partners, L.P. The properties consist of varying undivided mineral
and overriding royalty interests in six tracts totaling approximately 1820 acres
in what is commonly referred to as the Core Area of the Barnett Shale Trend. All
of the mineral interests were leased in 2003 to a predecessor of Chesapeake
Energy Corporation, the current operator of and majority working interest owner
in the lease.
The
transaction will be structured as a non-taxable contribution and exchange. The
contributing entities will convey their undivided mineral and royalty interests
in the tracts to DMLP and deliver cash in amount equal to net cash receipts
since March 31, 2009. DMLP will issue an aggregate of 1,600,000 units
to the contributing entities from its Registration Statement on Form S-4.
Consummation of the transaction is subject to usual and customary closing
conditions and is expected to occur on June 30, 2009.
Item
7.01
And
9.01 Regulation
FD Disclosure and Financial Statements and Exhibits
(a) and
(b) If required, we will file the financial statements and/or pro
forma financial information required by Item 9.01(a) and/or (b)
of Form 8-K by amendment to this Current Report on Form
8-K on or prior to 71 calendar days from the date we are required to
report the transaction.
(d) Exhibits
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99.1
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Press
Release dated May 15, 2009. The press release is attached
hereto as Exhibit 99.1 and incorporated herein by
reference.
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Limitation on Incorporation by
Reference
In
accordance with general instructions B.2 and B.6 of Form 8-K, the information
disclosed in this report under Item 7.01, including Exhibit 99.1, is being
furnished and shall not be deemed "filed" for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject to the
liability of that section, and shall not be deemed incorporated by reference
into any filing under the Securities Act of 1933, as amended.
SIGNATURE
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, thereunto
duly authorized.
DORCHESTER MINERALS,
L.P.
Registrant
by Dorchester
Minerals Management LP
its
General Partner,
by Dorchester
Minerals Management GP LLC
its
General Partner
Date: May
15, 2009
By: /s/ William Casey
McManemin
William
Casey McManemin
Chief
Executive Officer
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NEWS
RELEASE
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Dorchester
Minerals, L.P.
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Release
Date:
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May
15, 2009
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3838
Oak Lawn Ave., Suite 300
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Dallas,
Texas 75219-4541
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Contact:
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Casey
McManemin
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(214)
559-0300
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DORCHESTER
MINERALS, L.P. ANNOUNCES DEFINITIVE AGREEMENTS TO ACQUIRE
PRODUCING
AND NONPRODUCING MINERAL AND ROYALTY INTERESTS
DALLAS,
TEXAS -- Dorchester Minerals, L.P. (“DMLP”) today executed definitive agreements
to acquire producing and nonproducing mineral and royalty interests located in
Tarrant County, Texas from multiple parties. The properties consist
of varying undivided mineral and overriding royalty interests in six tracts
totaling approximately 1820 acres in what is commonly referred to as the Core
Area of the Barnett Shale Trend. All of the mineral interests were leased in
2003 to a predecessor of Chesapeake Energy Corporation, the current operator of
and majority working interest owner in the properties.
Approximately
577 acres of the subject lands are pooled into six units totaling 1800 acres,
approximately 1129 acres are developed on a lease basis and the remaining lands
are leased but not pooled or drilled upon. Thirty-two wells have been drilled
from eleven padsites located on or adjacent to the properties, of which
twenty-six wells are completed for production and six have been drilled but not
yet completed. Permits have been issued for four additional wells to be drilled
on the properties. The aggregate net revenue interest in the properties ranges
from 0.5% to 20.0%. Gross production during February 2009 from 25 wells located
on the properties was 537,143 mcf.
The
transaction is structured as a non-taxable contribution and exchange. The
contributing entities will convey their undivided mineral and royalty interests
in the subject lands to DMLP in exchange for 1,600,000 common limited
partnership units. Consummation of the transaction is subject to usual and
customary closing conditions and is expected to occur on June 30,
2009.
Dorchester
Minerals, L.P. is a Dallas based owner of producing and non-producing crude oil
and natural gas mineral, royalty, overriding royalty, net profits, and leasehold
interests and its common units trade on the NASDAQ Global Select Market under
the symbol DMLP.
FORWARD-LOOKING
STATEMENTS
Portions
of this document may constitute "forward-looking statements" as defined by
federal law. Such statements are subject to certain risks, uncertainties and
assumptions. Should one or more of these risks or uncertainties materialize, or
should underlying assumptions prove incorrect, actual results may vary
materially from those anticipated, estimated or projected. Examples of such
uncertainties and risk factors include, but are not limited to, changes in the
price or demand for oil and natural gas, changes in the operations on or
development of the Partnership’s properties, changes in economic and industry
conditions and changes in regulatory requirements (including changes in
environmental requirements) and the Partnership’s financial position, business
strategy and other plans and objectives for future operations. These and other
factors are set forth in the Partnership's filings with the Securities and
Exchange Commission.