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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 24, 2004
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DORCHESTER MINERALS, L.P.
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(Exact name of Registrant as specified in its charter)
Delaware 000-50175 81-0551518
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(State or other jurisdiction of Commission (I.R.S. Employer
incorporation or organization) File Number Identification No.)
3738 Oak Lawn, Suite 300 75219
Dallas, Texas -----
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(Address of principal executive offices)
Registrant's telephone number, including area code: (214) 559-0300
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N/A
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(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 September 24, 2004, Dorchester Minerals, L.P.
and Dorchester Minerals Acquisition LP, its wholly
owned subsidiary, entered into an Agreement and
Plan of Merger with Bradley Royalty Partners, LLC
pursuant to which Bradley Royalty Partners, LLC
will merge with and into Dorchester Minerals
Acquisition LP, with Dorchester Minerals Acquisition
LP being the surviving entity. Pursuant to the
merger, through Dorchester Minerals Acquisition, LP,
Dorchester Minerals, L.P. will acquire oil and gas
properties consisting of producing and nonproducing
perpetual mineral and royalty interests located in
104 counties and parishes in six states, cash received
by Bradley Royalty Partners, LLC with respect
to these properties since July 1, 2004 and certain
contract and other legal rights with respect to
the properties. As consideration for the merger,
the former members of Bradley Royalty Partners, LLC
will receive an aggregate of 1,200,000 common
units of Dorchester Minerals, L.P.
On September 30, 2004, in connection with the
closing of the Agreement and Plan of Merger,
Dorchester Minerals, L.P. entered into a
Registration Rights Agreement with each of the
former members of Bradley Royalty Partners, LLC.
Pursuant to the Registration Rights Agreement, the
former members of Bradley Royalty Partners, LLC
have certain piggyback registration rights which
generally give them right to include the common
units they received pursuant to the Agreement and
Plan of Merger in certain types of registered
offerings by Dorchester Minerals, L.P. or other
unitholders.
Item 2.01 Completion of Acquisition or Disposition of Assets
On September 24, 2004, Dorchester Minerals, L.P.
and Dorchester Minerals Acquisition LP, its wholly
owned subsidiary, entered into an Agreement and
Plan of Merger with Bradley Royalty Partners, LLC
pursuant to which Bradley Royalty Partners, LLC
will merge with and into Dorchester Minerals
Acquisition LP, with Dorchester Minerals Acquisition
LP being the surviving entity. Pursuant to the
merger, through Dorchester Minerals Acquisition LP,
Dorchester Minerals, L.P. will acquire oil and gas
properties consisting of producing and nonproducing
perpetual mineral and royalty interests located in
104 counties and parishes in six states, cash received
by Bradley Royalty Partners, LLC with respect
to these properties since July 1, 2004 and certain
contract and other legal rights with respect to
the properties. As consideration for the merger,
the former members of Bradley Royalty Partners, LLC
will receive an aggregate of 1,200,000 common
units of Dorchester Minerals, L.P. The merger
was completed September 30, 2004.
Item 3.02 Unregistered Sales of Equity Securities
On September 30, 2004, Dorchester Minerals, L.P.
issued 1,200,000 common units in connection
with the closing of the Agreement and Plan of
Merger between itself, Dorchester Minerals
Acquisition LP and Bradley Royalty Partners,
LLC. The common units were issued as
consideration for the merger pursuant to which
Dorchester Minerals, L.P. acquired oil and gas
properties consisting of producing and
nonproducing perpetual mineral and royalty
interests located in 104 counties and parishes
in six states, cash received by Bradley Royalty
Partners, LLC with respect to these properties
since July 1, 2004 and certain contract and
other legal rights with respect to the properties.
The issuance of the common units was exempt from
registration under the Securities Act of 1933 by
virtue of an exemption under Section 4 (2) thereof.
Items 7.01 and
9.01 Regulation FD Disclosure and Financial Statements and
Exhibits.
(c) Exhibits
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99.1 Press Release dated September 30, 2004 announcing
Registrant's acquisition of mineral and royalty properties.
The Registrant is furnishing its press release dated September 30, 2004
which announces the Registrant's acquisition of mineral and royalty properties
in six states. The press release is attached hereto as Exhibit 99.1 and
incorporated herein by reference.
Limitation on Incorporation by Reference
In accordance with general instructions B.2 and B.6 of Form 8-K, the
information in this report, including exhibits, is furnished pursuant to Items
7.01 and 9.01 and shall not be deemed "filed" for the purposes
of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to
the liability of that section.
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: September 30, 2004 By: /s/ William Casey McManemin
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William Casey McManemin
Chief Executive Officer
Exhibit 99.1
NEWS RELEASE Dorchester Minerals, L.P.
Release Date: September 30, 2004 3738 Oak Lawn Ave., Suite 300
Dallas, Texas 75219-4379
Contact: Casey McManemin (214) 559-0300
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DORCHESTER MINERALS, L.P. ANNOUNCES THE ACQUISITION
OF MINERAL AND ROYALTY PROPERTIES IN SIX STATES
DALLAS, TEXAS -- Dorchester Minerals, L.P. announced today the
Partnership's acquisition of oil and gas properties in exchange for the issuance
of 1.2 million common units of limited partnership interest. The properties
consist primarily of producing and nonproducing perpetual mineral and royalty
interests and are located in 104 counties and parishes in six states, including
producing interests in long-lived fields such as the Carthage Field in Panola
County, Texas, the McElroy Field in Upton County, Texas and the Knox Field in
Stephens County, Oklahoma. Oil and gas sales attributable to the properties
during the six month period ending June 30, 2004 were 12,000 bbls and 190,000
mcf, respectively.
The seller is a private entity whose beneficiaries have generally owned the
properties for more than 50 years. The transaction is structured as a merger and
was sourced, negotiated and consummated without the assistance of an
intermediary.
The transaction is the Partnership's first acquisition of oil and gas
properties since its inception on January 31, 2003 and is consistent with its
stated objective of acquiring mineral and royalty interests in non-taxable
exchanges, utilizing the Partnership's units as consideration.
Dorchester Minerals, L.P. is a Dallas based owner of producing and
non-producing oil and natural gas mineral, royalty, overriding royalty, net
profits, and leasehold interests located in 25 states. Its common units trade on
the Nasdaq Stock 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.
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