UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement pursuant to Section 14(a)
of the
Securities Exchange Act of 1934
Filed by the Registrant ¨
Filed by a Party other than the Registrant x
Check the appropriate box:
| ¨ | Preliminary Proxy Statement |
| ¨ | Confidential, for Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) |
| ¨ | Definitive Proxy Statement |
| x | Definitive Additional Materials |
| ¨ | Soliciting Material Pursuant to §240.14a-12 |
SAN JUAN
BASIN ROYALTY TRUST
(Name of Registrant as Specified In Its Charter)
Southwest
Bank
Robert Lansford
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| x | No fee required. |
| ¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
| (1) | Title of each class of securities to which transaction applies: |
| (2) | Aggregate number of securities to which transaction applies: |
| (3) | 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): |
| (4) | Proposed maximum aggregate value of transaction: |
| (5) | Total fee paid: |
| ¨ | Fee paid previously with preliminary materials. |
| ¨ | 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. |
| (1) | Amount Previously Paid: |
| (2) | Form, Schedule or Registration Statement No.: |
| (3) | Filing Party: |
| (4) | Date Filed: |
Southwest Bank and Robert Lansford (collectively, the “Southwest Bank Participants”) have made a definitive filing with the Securities and Exchange Commission of a proxy statement and an accompanying WHITE proxy card in connection with the solicitation of proxies for a special meeting of the unitholders of San Juan Basin Royalty Trust.
On November 7, 2016, the Southwest Bank Participants issued the following press release.
*******************************
Egan-Jones Recommends Unitholders of
San Juan Basin Royalty Trust (SJT) Vote “FOR”
Southwest Bank Participants’ Proposals to Replace Compass
Bank as Trustee
Egan-Jones Concludes that Approval
of the Southwest Bank Participants’ Proposals
is in the Best Interests of the Trust and its Unitholders
Southwest Bank Participants Urge Unitholders to Vote the WHITE Proxy Card Today
FORT WORTH, TEXAS, November 7, 2016—Southwest Bank and Robert Lansford (collectively, the “Southwest Bank Participants”) today announced that Egan-Jones Proxy Services, a leading independent proxy advisory firm, has recommended that San Juan Basin Royalty Trust (the “Trust” or “SJT”) unitholders vote the Southwest Bank Participants’ WHITE proxy card “FOR” the proposals to remove Compass Bank as trustee of the Trust and to nominate and appoint Southwest Bank as the successor trustee.
In its November 4, 2016 report, Egan-Jones noted that its review centered on the Southwest Bank Participants’ proposals in the context of maximizing unitholder value and concluded1:
“…[T]he Trust has survived the past years because of its former principal trust officer Lee Ann Anderson, and not because of Compass Bank. When Miss Anderson left the Trust on October 2015, the Trust’s expenses increased dramatically.”
“We are not convinced that the Trust’s new trust officer would work to the benefit of the unitholders given their level of industry expertise. We believe that Compass Bank lacks experienced people to lead the Trust. When [Ms.] Anderson resigned, Compass Bank appointed Josh Peterson to Vice President and Senior Trust Officer, who has been with the Trust for only eighteen months with little oil and gas accounting or operations experience.”
“We believe that [Ms.] Anderson’s collaborative efforts with Southwest Bank is a compelling reason to appoint Southwest Bank as the new trustee.”
“We believe that Southwest Bank has a proven track record in the administration of royalty trusts as it serves as a trustee of seven royalty trusts compared to Compass Bank’s sole royalty trust for which it serves as trustee.”
“We believe that Southwest Bank, through its experience in royalty trust management can leverage its position to lower the Trusts administration costs and expenses.”
Vernon Bryant, Chairman and Chief Executive Officer of Southwest Bank commented, “We are pleased that Egan-Jones, a leading independent proxy advisory firm, recognizes the benefits to the Trust’s unitholders offered by the Southwest Bank royalty trust management group. We welcome Egan-Jones’ endorsement and urge unitholders to protect their investment by voting the WHITE proxy card today to remove Compass Bank as trustee of the Trust and nominate and appoint Southwest Bank as the successor trustee.”
Unitholders are urged to sign, date and return the WHITE proxy card today, or they may vote online or by telephone by following the instructions on the voting materials they have received. The Southwest Bank Participants also urge unitholders NOT to sign the blue proxy card or return any voting instructions that they may receive from the Trust or Compass Bank. Unitholders with questions or who need assistance with their vote should contact Okapi Partners, the proxy solicitor for the Southwest Bank Participants, at (212) 297-0720 or toll-free at (877) 279-2311 or by email at info@okapipartners.com.
1 Permission to use quotations neither sought nor obtained.
About Southwest Bank
Proudly serving North Texas for 50 years, Southwest Bank is the largest locally owned, independent bank in Tarrant County. In addition to full-service banking centers in Fort Worth, Dallas, Arlington, Burleson, Grapevine, Mansfield and Saginaw, Southwest Bank maintains mortgage offices in Fort Worth, Dallas and Austin and a royalty trust management office in Dallas. Southwest Bank values its customers and believes in building loyal, lasting relationships through personalized service, honesty and integrity. For more information, visit www.SouthwestBank.com. Member FDIC.
| Contacts: | Lee Ann Anderson | Okapi Partners |
| Senior Vice President and Senior Trust Administrator | Patrick McHugh/Charles Garske/Lydia Mulyk | |
| Southwest Bank | (212) 297-0720 | |
| (817) 298-5587 | (877) 279-2311 (Toll-Free) |