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
July 30, 2004
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Date of Earliest Reported Event
AMEN Properties, Inc.
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(Exact name of registrant as specified in its Charter)
Delaware
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(State or other jurisdiction of incorporation)
000-22847
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(Commission File Number)
54-1831588
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(IRS Employer Identification No.)
303 W. Wall Street, Suite 1700
Midland, Texas 79701
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(Address of principal executive offices) (Zip Code)
(432) 684-3821
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(Registrant's telephone number, including area code)
NA
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(Former Name or Former Address, if Changed Since Last Report)
Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of
1934
FORM 8-K
Item 5. Other Events and Regulation FD Disclosure
On July 30, 2004 TCTB Partnership, Ltd (TCTB), a majority-owned subsidiary
of Amen Properties, Inc. (the "Company" or "Amen") purchased a twelve floor
multi-tenant office building in downtown Midland known as Century Plaza at a
negotiated purchase price of $436,500. The building is synergistic in that it is
located across the street from our corporate office and the Bank of America
Tower owned by TCTB. The physical location is at 310 W. Wall Street Midland,
Texas 79701 and will allow the Company to use its current management team in its
operations. The building encompasses 99,422 of rentable square feet and is
approximately 40% occupied. The majority of the tenants are on a month to month
lease and Century Plaza currently has two major tenants each occupying
approximately 10% of the occupied rentable square feet. The average annual net
rental per occupied square foot for the building is $5.65.
The timing of this acquisition has coincided with the formation and initial
development by the Company of W Power and Light, LP (W Power). Amen has
established W Power as a wholly-owned subsidiary to enter into the retail
electricity market in Texas. TCTB intends to lease the ground floor of Century
Plaza to W Power and allow W Power to rename the building. The creation of W
Power has allowed Amen and Kevin H. Yung to enter into an employment agreement
effective July 1, 2004, a copy of which is attached as an exhibit hereto. Mr.
Yung will be President of W Power and will oversee all areas of operations
including initial licensing and approvals necessary from the Public Utility
Commission of Texas (PUCT) and Electrical Reliability Council of Texas (ERCOT)
to become a retail electric provider ("REP") in the State of Texas. Amen
anticipates licensing requirements to be finalized by year end. Amen was
unsuccessful in an attempt to acquire a REP entity earlier in the year and
initiated the formation of this new entity when Mr.Yung became available. This
start-up initiative, though not without risk, fits within the Company's return
criteria as described in our annual 2003 10-K.
As a REP, W Power will sell electricity and provide the related billing,
customer service, collection and remittance services to both residential and
commercial customers. The business of providing retail electricity became a
deregulated industry in the state of Texas effective January 1, 2002. The Texas
regulatory structure permits independent REPs to procure and sell electricity at
unregulated prices and pay the local transmission and distribution utilities a
regulated tariff rate for delivering electricity to the customers. Since January
1, 2002, Texas electricity users have had the option to purchase electricity at
competitive pricing from REP's.
Mr. Yung has most recently been a principal with PoCo Energy Group, a
licensed electricity aggregator based in Dallas, Texas. Mr.Yung has over
22-years of experience in both electricity and natural gas markets. Prior to
joining PoCo, he completed several exclusive consulting engagements involved
with the independent oil and gas exploration and production industry. These
included leading the implementation of a risk management software system and
providing independent risk analysis, portfolio optimization modeling and
financial consulting for a large, privately held energy company. Mr. Yung
understands deregulated energy markets well, having served as Sr. Vice President
of Energy Operations at Texas Commercial Energy, an electricity retailer which
he helped build from startup to a company with in excess of $75 million in
assets. There he was responsible for developing and managing all retail pricing
and wholesale energy operations. He also held a variety of senior staff and
management positions at various TXU Energy companies where he worked for 20
years in both regulated and deregulated businesses. He worked for 10 years
performing engineering activities involved with design, planning, and
construction of electrical transmission and distribution systems. Later, after
managing a portfolio of 12 of TXU's largest industrial customers working as a
senior account executive, he moved into the project finance area of power plant
development for Enserch International/TXU Development--an Independent Power
Production (IPP) company. There he was responsible for market analysis,
financial modeling, contract and tariff negotiations, and banking arrangements
for large domestic and international power generation projects. Prior to
departing TXU he was managing Director of Retail Commodity Management. There he
helped develop energy pricing structures and methodologies and managed daily
transactional operations for all retail customer market segments.
Amen believes that Mr. Yung provides the experience and expertise to
develop W Power as a REP. However, there are numerous risks associated with the
development of W Power, including without limitation being a startup company,
having substantial competition, being subject to significant governmental
regulations and dependency on key personnel.
Item 7. Financial Statements and Exhibits
(a) Financial Statements - not applicable
(b) Pro Forma Financial Information - not applicable
(c) Exhibits
10.1 - Employment Agreement
SIGNATURES
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 hereunto duly authorized.
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AMEN Properties, Inc.
(Registrant)
Date: August 13, 2004 __________________________________________
By /s/ Eric Oliver
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Chairman of the Board of Directors and Chief Executive
Officer
(Signature)