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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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Texas Pacific Land Trust
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(Name of the Registrant as Specified In Its Charter) |
KINETICS ASSET MANAGEMENT LLC
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant) |
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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1. |
How much money have you actually spent so far in this proxy
contest? Please provide breakdown per service provider (i.e. per law firm, financial advisor, proxy solicitor, public relations, web design, Twitter ads, Google ads, Facebook ads, private investigators, etc.). How much are the
incumbent Trustees and General Cook paying out of their own pockets for these expenses?
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2. |
Did Preston Young complete a questionnaire before he was
nominated by you last March as your “independent” candidate? If so, why didn’t you publicly disclose in your proxy statement filed in March with securities regulators that Mr. Young’s firm manages at least three properties
owned by Trustee David Barry’s company? Did you believe this information was not relevant to shareholders?
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3. |
Which law firm advised you that you were permitted under the
Declaration of Trust to recently increase your salaries by $102,000 without shareholder or court approval? Did you receive a written legal opinion?
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4. |
Has Tarka Resources (aka Manti Tarka) ever drilled on/under
TPL lands? If so, how did Manti Tarka receive a farmout from Chevron to drill on those minerals? Please reference the South Smarty Jones State lease in Reeves/ Pecos County.
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5. |
Is David Barry a partner at the Kelley Drye law firm as stated
in his most recent e-mail to us? Was David Barry a partner at Kelley Drye at any point while also serving as trustee of TPL? Please provide details of all legal fees paid by TPL to Kelley Drye and Norris & Weber the past
five years.
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6. |
Please explain the purpose behind TPL’s purchase of two residential properties in 2018 located the City of Midland.
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7. |
We note General Cook’s personal campaign statement that he is “not interested in mudslinging.” Did he review the letter you issued last evening before
publication?
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8. |
What mechanisms do shareholders have to enforce General Cook’s
resignation in three years if he is elected? Or do shareholders have to rely on you two incumbent trustees to enforce it?
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9. |
Why did you threaten us with blocking every proposal Mr.
Oliver might bring as trustee if we didn’t settle with you? How is such a statement consistent with your role as fiduciaries?
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10. |
Why did you represent last week to shareholders that the SEC
had “required” you to supplement your proxy statement when your later disclosure makes it clear that was not factually accurate?
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11. |
Do you agree with the WPX CEO’s statement that the 14,000 acres you sold them along the state line is worth a multiple of what TPL received as consideration?
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12. |
Will your counsel conclude that another proxy supplement (and further delays) would be needed if Eric Oliver promises to resign in three years, like you have
publicly touted him to do over the last few days? Mr. Oliver would be happy to agree to a one year term if you two agree to the same.
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13. |
Describe how you were able to cancel the water sale exploration contract executed by TPL’s former General Agent before he left to work for the counterparty
and detail any costs borne by shareholders.
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14. |
Were you aware that your senior executives continued to reach out to Mr. Oliver for information about TPL’s properties—at no cost—even after you two had
started a public campaign attacking Mr. Oliver’s reputation?
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15. |
Why have you almost quit retiring shares? This has
been a key component and tax efficient way to create shareholder value for over 130 years.
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