Tandem Energy Holdings (fka TDYH)

[beigledog]

It looks like a preliminary proxy. It's probably listed as "PRE 14A". The definitive proxy (which will have the date) will be listed as "DEF 14A". That means you have to wait longer until the real one comes out. Sometimes it can be months.

[Mr. Zen]

Starshine, guessing here that they did not have the date when they filed, shareholders should recieve the date of the vote when they receive notification in the mail ( I would suspect)

It's about time..

[Starshine]

They left out the date - just says "2007". Maybe that's not as important as the fact that the deal is still going forward.

Starshine

[Mr. Zen]

Platinum Energy files SEC form 14A

PLATINUM ENERGY RESOURCES, INC.
25 Phillips Parkway
Montvale, New Jersey 07645

To the Stockholders of Platinum Energy Resources, Inc.:

You are cordially invited to attend a special meeting of the stockholders of Platinum Energy Resources, Inc. (“Platinum”), relating to the proposed acquisition of all of the assets and assumption of substantially all of the liabilities of Tandem Energy Corporation and related matters, which will be held at 10:00 a.m., eastern time, on, 2007, at the offices of Sills Cummis Epstein & Gross P.C., 30 Rockefeller Plaza, New York, New York 10112.

At this meeting, you will be asked to consider and vote upon the following proposals:

(1) to approve and authorize the Asset Acquisition Agreement and Plan of Reorganization, dated October 4, 2006, among Platinum, PER Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Platinum (“Acquisition Sub”), Tandem Energy Corporation, a Colorado corporation (“TEC”), and certain affiliates of TEC, as amended, and the transactions contemplated thereby; we refer to this proposal as the asset acquisition proposal; and

(2) to approve and authorize the amendment and restatement of the certificate of incorporation of Platinum to delete the preamble and sections A through D, inclusive, of Article Sixth from the certificate of incorporation from and after the consummation of the asset acquisition, as these provisions will no longer be applicable to Platinum; we refer to this proposal as the amendment proposal; and

(3) to approve and authorize the Platinum Energy Resources, Inc. 2006 Long-Term Incentive Plan (an equity-based incentive compensation plan); we refer to this proposal as the incentive compensation plan proposal.

The approval of the asset acquisition proposal will require the affirmative vote of the holders of a majority of the shares of Platinum common stock issued in Platinum’s initial public offering (the “IPO”) represented in person or by proxy and entitled to vote at the meeting, provided that, if the holders of 20% or more of the shares of the common stock issued in Platinum’s IPO vote against the asset acquisition and demand that Platinum convert their shares into a pro rata portion of Platinum’s trust account, then the asset acquisition will not be consummated.

The affirmative vote of the holders of a majority of the outstanding shares of Platinum common stock on the record date is required to approve the amendment proposal. The approval of the incentive compensation plan proposal will require the affirmative vote of the holders of a majority of the shares of Platinum common stock represented in person or by proxy and entitled to vote at the meeting. The approval of the asset acquisition proposal and the consummation of the asset acquisition are conditions to the effectiveness of the amendment proposal and the incentive compensation plan proposal assuming such proposals are approved by the stockholders.

Each Platinum stockholder who holds shares of common stock issued in Platinum’s IPO has the right to vote against the asset acquisition proposal and at the same time demand that Platinum convert such stockholder’s shares into cash equal to a pro rata portion of the funds held in the trust account into which a substantial portion of the net proceeds of Platinum’s IPO was deposited. These shares will be converted into cash only if the asset acquisition agreement is consummated. However, if the holders of 2,880,000 or more shares of common stock issued in Platinum’s IPO vote against the asset acquisition proposal and demand conversion of their shares, Platinum will not consummate the asset acquisition. Prior to exercising conversion rights, Platinum stockholders should verify the market price of Platinum’s common stock as they may receive higher proceeds from the sale of their common stock in the public market than from exercising their conversion rights. Shares of Platinum’s common stock are quoted on the Over-the-Counter Bulletin Board under the symbol PGRI. On the record date, the last sale price of Platinum’s common stock was $ .

Platinum’s initial stockholders acquired certain shares of common stock prior to its IPO. Such shares represent an aggregate of 20% of the outstanding shares of Platinum common stock which shares they have agreed to vote on the asset acquisition proposal in accordance with the vote of the majority of the votes cast by the holders of shares issued in connection with the IPO.

After careful consideration, Platinum’s board of directors has determined that the asset acquisition proposal is fair to and in the best interests of Platinum and its stockholders. Platinum’s board of directors unanimously recommends that you vote or give instruction to vote “FOR” the adoption of the asset acquisition proposal, the amendment proposal and the incentive compensation plan proposal.

Enclosed is a notice of special meeting and proxy statement containing detailed information concerning the asset acquisition proposal and the transactions contemplated thereby as well as detailed information concerning the amendment proposal and the incentive compensation plan proposal. Whether or not you plan to attend the special meeting, we urge you to read this material carefully and to vote your shares.

Your vote is important. Whether you plan to attend the special meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided.

I look forward to seeing you at the meeting.

Sincerely,

Mark Nordlicht
Chairman of the Board

Neither the Securities and Exchange Commission nor any state securities commission has determined if this proxy statement is truthful or complete. Any representation to the contrary is a criminal offense.

See “Risk Factors” beginning on page 23 for a discussion of various factors that you should consider in connection with the asset acquisition proposal.

This proxy statement is dated, , 2007 and is first being mailed to Platinum stockholders on or about, , 2007

[AVXN 1]

Thanks, for the input

[SAMNOTSAMUEL]

Thanks Doubloon for keeping us informed

sam

[Mr. Zen]

SAM, no I have not learned anything.. still waiting, I do know that Platinum Energy and Tandem Energy are totally committed to this deal, it is just a matter of approval from the SEC.. at least that is the word I have received from both companies

[SAMNOTSAMUEL]

Doubloon have you learned anything since past 1/31?

sam

[AVXN 1]

This looks like a sleeper to me, anyone know the status of the merger, and what has occured since the 01/31/07 deadline ? Can you suggest some DD areas ? TIA

[Mr. Zen]

Starshine, no you will not have to file to remove the restriction on your TDYH free trading shares.... however

this is what I recieved from someone as an answer to her questions to TDYH CFO

We are all frustrated with the latest burden the SEC has placed on Platinum in order to consummate the acquisition. The SEC is requiring Platinum to wait and register the new “Tandem” shares after the deal is consummated and Tandem is liquidated. This means that approximately 30-45 days after Platinum has its shareholder meeting to approve the merger, which will come about 25 days after the SEC declares the proxy effective; then, Platinum will file a registration statement with the SEC and give us its best efforts to push the registration statement through within a few months. Only then will we have registered (freely tradable) stock. The conversion rate remains the same for you. (Based on a $4.50 conversion)

I hope this helps.

Mickey Cunningham

CFO

[Starshine]

Has the "Merger Specialist" gotten back to you with an answer yet re: the now free-trading shares of Tandem being restricted?

I have never ever seen a merger or buyout done with restricted shares. Something just doesn't make sense here. I can see mgmt's shares being restricted but not the retail investor.

Once the restrictions are lifted down the road, do we still have to do a 144 filing to sell it? That comes with a lot of hassles also.

TIA
Starshine

[Mr. Zen]

Translation..

the Platinum shares to be received by TEC in connection with the transaction will be restricted shares until such time as both TEC and Tandem are dissolved pursuant to a reorganization under Section 368(a)(1)© of the Internal Revenue Code, and a registration statement has been declared effective by the SEC.

Tandem wants to sell the company to Platinum, Platinum wants to buy Tandem. The holdup the past few months has been the SEC ... now the solution.... Platinum buys Tandem, shares of Tandem get Platinum restricted shares, Tandem gets dissolved as a company,Tandem gets to turn their shares into free trading

What's missing from this deal??
The question remains, (and I have a phone call into Platinum for the answer), what about the freetrading Tandum shares that us retail investors have been watching swirl around the toilet bowl for the past 6 months, are they restricted or are they free trading at the close of the transaction??
I would like to see them free trading,,,, but I will wait until the merger specialist gets back to me with an answer..

[Jagman]

The never-ending story...Tandem Energy Holdings, Inc. Announces Changes to Agreement with Platinum Energy Resources, Inc.
Friday December 8, 5:00 pm ET


MIDLAND, Texas--(BUSINESS WIRE)--Tandem Energy Holdings, Inc. (Pink Sheets:TDYH - News; "Tandem"), today announced that the Asset Acquisition Agreement and Plan of Reorganization between its wholly owned subsidiary, Tandem Energy Corporation ("TEC"), and Platinum Energy Resources, Inc. ("Platinum") has been modified to provide, among other things, that the date by which the close of the acquisition must occur has been reset to January 31, 2007, and that the Platinum shares to be received by TEC in connection with the transaction will be restricted shares until such time as both TEC and Tandem are dissolved pursuant to a reorganization under Section 368(a)(1)© of the Internal Revenue Code, and a registration statement has been declared effective by the SEC. Platinum has agreed to file a registration statement to register the transaction shares in connection with the distribution of those shares to the Tandem stockholders upon the dissolution of Tandem, and has further agreed to use its best efforts to have the registration statement declared effective within 90 days after it is filed with the SEC.
According to Mr. Culp, Tandem's President and Chief Executive Officer, "The changes to our agreement with Platinum were necessary in order to comply with the requirements of federal securities laws. While we are disappointed that we were not able to register the transaction shares simultaneously with the close of the transaction as originally envisioned, the changes still permit us to eventually place registered securities in the hands of our stockholders, giving them the option of monetizing their investment in Tandem through sales of Platinum's shares on the open market or retaining their shares and potentially increasing their return through an early investment in a new and well capitalized energy company that is committed to growth and maximizing shareholder value."

Tandem Energy Holdings, Inc. is an oil and gas exploration and development company based in Midland, Texas. The Company's activities are focused on low-risk properties in Texas and New Mexico.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, about Platinum, the Company and their combined business after completion of the proposed merger. Forward-looking statements are statements that are not historical facts. Such forward-looking statements, based upon the current beliefs and expectations of Platinum's and the Company's management, are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: Business conditions in the U.S. and abroad; changing interpretations of generally accepted accounting principles; outcomes of government reviews; inquiries and investigations and related litigation; continued compliance with government regulations; legislation or regulatory environments, requirements or changes adversely affecting the businesses in which the Company is engaged; fluctuations in oil and gas prices and in customer demand; managing rapid growth; intensity of competition; general economic conditions; as well as other relevant risks detailed in Platinum's filings with the Securities and Exchange Commission. The information set forth herein should be read in light of such risks. Neither Platinum nor the Company assumes any obligation to update the information contained in this press release.



Contact:
Tandem Energy Holdings Inc., Midland
Mickey Cunningham, 432-686-7136
[e-mail]

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Source: Tandem Energy Holdings, Inc.

[Golden Cross]

Tandem Energy Holdings, Inc. Announces that Platinum Energy Resources, Inc. Has Filed a Registration Statement
Wednesday November 8, 10:31 am ET


MIDLAND, Texas--(BUSINESS WIRE)--Tandem Energy Holdings, Inc. ("Tandem"), (Pink Sheets:TDYH - News), announced today that Platinum Energy Resources, Inc. ("PGRI") has filed with the Securities and Exchange Commission ("SEC") a Registration Statement on Form S-4 containing its proposed Proxy Statement / Prospectus seeking approval from its stockholders of, among other things, its previously announced proposed acquisition of the assets of Tandem's operating subsidiary, Tandem Energy Corporation ("TEC"), pursuant to an asset acquisition agreement and plan of reorganization. As part of the new agreement, Platinum Energy will acquire all of the assets for $102 million and assume substantially all of the liabilities of TEC, including approximately $42 million of TEC's debt which will be retired at closing, in exchange for the issuance of approximately 8 million PGRI shares to TEC. The total number of shares to be received by TEC will be $60 million divided by the per share cash value of the Platinum Energy IPO trust account at the time of closing. The per share cash value was $7.52 as of September 30, 2006.
ADVERTISEMENT


After the acquisition is consummated, TEC and Tandem will liquidate and distribute the Platinum shares to Tandem's shareholders at an exchange rate equal to the exact terms as set forth in the previously announced merger. Any shareholder who previously was to receive $4.50 per share in cash, will now receive essentially the same value in Platinum shares. In other words, Tandem shareholders who purchased their stock through a private placement or in the open market will receive approximately .60 shares of Platinum common stock for each share of Tandem common stock. There will be no consideration given for fractional shares derived from the exchange. The Board of Directors and officers of Tandem as a group will receive approximately .28 shares of Platinum common stock for each share of Tandem common stock.

As a result of the transaction's new structure, Platinum Energy expects to have approximately $60 million of available cash at the close, in addition to a credit facility which it expects to close shortly after the consummation of the transaction. Platinum has stated that it intends to use such funds for, among other things, drilling and other capital expenditures relating to the TEC assets, future acquisitions and the repurchase of shares of its common stock through a share repurchase program.

Consummation of the acquisition is conditioned upon, among other things, the SEC's approval of Platinum Energy's registration statement relating to the shares of PGRI common stock being issued as consideration for the asset acquisition, as well as approval of the transaction by Platinum Energy's stockholders.

Mark Nordlicht, Chairman of Platinum Energy, said, "We believe that the restructuring of the transaction will provide additional value to Platinum Energy stockholders and to Tandem stockholders after the liquidation. Platinum stockholders will have the comfort that Tandem's most senior personnel will stay active and involved in ensuring the maximization of value of Tandem properties and Tandem stockholders will now have the opportunity to share in the prospects of our company. In addition, the stock consideration payable in the restructured transaction reduces the outlay of cash and the availability of such cash will enable Platinum Energy to take further steps to maximize shareholder value."

According to Tim Culp, CEO of Tandem, "The restructuring of the transaction is beneficial to both companies and their stockholders. We expect that Platinum Energy will be able to increase value to its stockholders by deploying substantial additional investment in drilling and property development. At the same time, the Tandem stockholders will have the opportunity to continue to stay invested in the future of Platinum Energy or sell their shares in the open market. Speaking for the entire Tandem management team, we are enthusiastic about continuing to stay actively involved and working together with the Platinum Energy management team to build a successful company."

Barry Kostiner, CEO of Platinum Energy, added, "We continue to be enthusiastic about using the Tandem acquisition as a platform for applying hedge financing techniques to increase returns and lock in profits. The operational expertise of Tandem's management represents a great synergy with our financially based strategy."

For additional information, please visit the Platinum Energy Resources web site at http://www.platenergy.com/. The web site also contains a webcast of the Company's IPAA presentation from April 10, 2006, as well as the Form S-4.



Contact:
Tandem Energy Holdings, Inc.
Mickey Cunningham, 432-686-7136
[e-mail]

--------------------------------------------------------------------------------
Source: Tandem Energy Holdings, Inc.

[jonesieatl]

PGRIW: Announces Filing of Registration Statement

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Knobias
08:35 a.m. 11/08/2006


Ridgeland, MS, NOV 08, 2006 (EventX/Knobias.com via COMTEX) -- By Brian Edwards, [e-mail]

Platinum Energy Resources, Inc. (PGRI) (PGRIU) (PGRIW) announced that it has filed with the Securities and Exchange Commission a Registration Statement on Form S-4 containing its proposed Proxy Statement / Prospectus seeking approval of its stockholders of, among other things, its previously announced proposed acquisition of the assets of Tandem Energy Corporation ("TEC"), the wholly owned operating subsidiary of Tandem Energy Holdings, Inc. (Tandem), pursuant to an asset acquisition agreement and plan of reorganization. As part of the new agreement, Platinum Energy will acquire all of the assets and assume substantially all of the liabilities of TEC, including approximately $42 million of TEC's debt which will be retired at closing, in exchange for the issuance of approximately 8 million PGRI shares to TEC. The total number of shares to be received by TEC will be $60 million divided by the per share cash value of the Platinum Energy IPO trust account at the time of closing. The per share cash value was $7.52 as of September 30, 2006. After the transaction is consummated, TEC and its parent, Tandem, will liquidate and distribute the PGRI shares to Tandem's stockholders.

As a result of the transaction's new structure, Platinum Energy expects to have approximately $60 million of available cash at the close, in addition to a credit facility which it expects to close shortly after the consummation of the transaction. Platinum Energy intends to use such funds for, among other things, drilling and other capital expenditures relating to the TEC assets, future acquisitions and the repurchase of shares of its common stock through a share repurchase program.

[Azlen]

Ok, that is exactly what I was hoping actually, and yes I will still keep a majority of the stock where it is. I did like alot of what tandem had going, and I know the same people will still be running the show behind the scenes so I am fine with that. Thanks for the help Doubloon, I have always been a big reader of this and the Hermits Hovel, I may actually start actively participating in the conversations more now. Well G luck to everyone that still is holding on to the tandem shares.


Az

[Mr. Zen]

Azlen you will receive $4.50 per share for your stock exchanged into PGRI shares which have a $7.53 cash value.

so about 60% of 1 share of PGRI for each TDYH share.

But what this really does is provide you with shares in a company that not only has great properties and producing wells, with the TDYH managment in place. It also adds the financing abilities and public company experiance of PGRI to move TDYH development forward as well as other joint ventures in oil and gas properties.

[Azlen]

Ok this is the first time I have posted on these boards so bear with the new guy for a little. I purchased some tandem a while ago and decided from the get go to stick it out. What I want to know is IF this merger does go through, and we do get shares, will we be getting shares in the price of 4.50 per share of tandem. Of whatver the price is that day that the merger goes through. If the stock is valued at 3.00 are we just going to recieve that sum? or will we automatically get 4.50? I am just a tad confused since this was one of my first times trading, and any info you ladies and gentleman can give me would be much welcomed.

Thanks,

Az

[Mr. Zen]

merger agreement terminated, acquisition agreement will take it's place, the way I see it anyway

[Jagman]

Huh??? Form 8-K for PLATINUM ENERGY RESOURCES INC


--------------------------------------------------------------------------------

11-Oct-2006

Termination of a Material Definitive Agreement, Financial Statement



ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.
On October 4, 2006, Platinum Energy Resources, Inc., a Delaware corporation ("Platinum Energy"), its wholly-owned subsidiary, PER Acquisition Corp., a Delaware corporation ("Acquisition Sub") and Tandem Energy Corporation, a Colorado corporation ("TEC") entered into an Asset Acquisition Agreement and Plan of Reorganization (the "Acquisition Agreement") pursuant to which Platinum Energy will acquire all of the assets and assume all of the liabilities of TEC, including approximately $42 million of TEC's debt, in exchange for the issuance of approximately 8 million shares of Platinum Energy common stock to TEC shareholders (the "Transaction"). The total number of shares to be received by TEC will be $60 million divided by the per share cash value of the Platinum Energy IPO trust account at the time of closing. The per share cash value was $7.52 as of September 30, 2006. After the Transaction is consummated, TEC and its parent, Tandem, will liquidate and distribute the Platinum Energy shares to Tandem's shareholders.

The Acquisition Agreement was entered into as part of a restructuring of the transactions contemplated by the previously announced Agreement and Plan of Merger, dated as of January 26, 2006, among Platinum Energy, Acquisition Sub and Tandem Energy Holdings Inc., a Nevada corporation ("Tandem"), parent corporation to TEC, as amended (the "Merger Agreement"). Accordingly, on October 4, 2006, Platinum Energy, Acquisition Sub and Tandem entered into a Termination Agreement pursuant to which the Merger Agreement was mutually terminated and is of no further force and effect. The Termination Agreement also provides for mutual releases of the parties thereto from any liability of any type or nature whatsoever related to or arising out of the Merger Agreement and the transactions contemplated thereby.

The closing of the Transaction is subject to various closing conditions, including the effectiveness of Platinum Energy's registration statement relating to the shares of its common stock being issued as consideration for the asset acquisition, the filing of a proxy statement with the U.S. Securities and Exchange Commission, approval of the Acquisition Agreement by the shareholders of Platinum Energy and TEC and the satisfaction or waiver of other customary conditions. In addition, the closing is conditioned on holders of not more than twenty percent (20%) of the shares of Platinum Energy common stock voting against the Transaction and electing to convert their shares of Platinum Energy common stock into cash, as permitted by the Platinum Energy certificate of incorporation. The initial shareholders, officers and directors of Platinum Energy, who hold approximately 20% of Platinum Energy's voting stock, have agreed to vote their shares on the Transaction in accordance with the vote of the majority of the non-affiliated Platinum Energy shareholders. TEC's sole shareholder, Tandem, has agreed to vote in favor of the Transaction. Accordingly, TEC shareholder approval is assured.

Platinum Energy and Tandem have made customary representations and warranties and covenants in the Acquisition Agreement. In addition, Tandem has agreed not to solicit proposals related to alternative business combination transactions or enter into discussions concerning or provide information in connection with alternative business combination transactions. Platinum Energy has agreed not to enter into any agreement to acquire any oil and gas interest that would require a closing prior to the closing of the Transaction. The Acquisition Agreement contains customary termination rights for both Platinum Energy and TEC.



--------------------------------------------------------------------------------

The foregoing description of the Acquisition Agreement and the Termination Agreement do not purport to be complete and are qualified in their entirety by reference to the Acquisition Agreement and Termination Agreement, which are filed hereto as Exhibit 2.1 and Exhibit 10.1 respectively, and are incorporated into this report by reference.

The Acquisition Agreement has been included to provide investors and shareholders with information regarding its terms. It is not intended to provide any other factual information about Platinum Energy or TEC. The Acquisition Agreement contains representations and warranties that the parties to the Acquisition Agreement made to and solely for the benefit of each other, and the assertions embodied in such representations and warranties are qualified by information contained in confidential disclosure schedules that the parties are to exchange with each other prior to November 10, 2006. Accordingly, investors and shareholders should not rely on such representations and warranties as characterizations of the actual state of facts or circumstances, since they were only made as of the date of their Acquisition Agreement and are modified in important part by the underlying disclosure schedules.

On October 5, 2006, Platinum Energy issued a press release announcing that it has entered into the Acquisition Agreement with TEC. A copy of the press release is attached as Exhibit 99.1.

Forward-Looking Statements

Platinum Energy claims the protection of the safe harbor for "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that are not historical facts. Such forward-looking statements, based upon the current beliefs and expectations of Platinum Energy's and Tandem's management, are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements:
business conditions in the U.S. and abroad; changing interpretations of generally accepted accounting principles; outcomes of government reviews; inquiries and investigations and related litigation; continued compliance with government regulations; legislation or regulatory environments, requirements or changes adversely affecting the businesses in which Tandem and TEC are engaged; fluctuations in oil and gas prices and in customer demand; management of rapid growth; intensity of competition; general economic conditions; as well as other relevant risks detailed in Platinum Energy's filings with the Securities and Exchange Commission. The information regarding Tandem and TEC contained in this press release has been provided by Tandem. Further, the information set forth herein should be read in light of such risks. Neither Platinum Energy nor Tandem assumes any obligation to update the information contained in this report.



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Additional Information and Where to Find It

Platinum Energy Resources, Inc. intends to file with the Securities and Exchange Commission a registration statement on Form S-4 and a related revised proxy statement/prospectus in connection with the transaction as restructured.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND RELATED PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED ASSET ACQUISITION WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION. Investors and security holders may obtain a free copy of the proxy statement/prospectus (when it is available) and other documents filed by Platinum Energy with the Securities and Exchange Commission at the Securities and Exchange Commission's web site at http://www.sec.gov. Free copies of the proxy statement/ prospectus, once available, and other documents may also be obtained free of charge from Platinum Energy's investor relations at [e-mail] or by directing a request to Platinum Energy Resources, Inc., 25 Phillips Parkway, Montvale, NJ 07645.

The respective directors and executive officers of Platinum Energy and other persons may be deemed to be participants in the solicitation of proxies in respect of the transactions contemplated by the asset acquisition agreement. Information regarding Platinum Energy's directors and executive officers is available in its Prospectus dated October 24, 2005 filed with the Securities and Exchange Commission on October 26, 2005. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the Securities and Exchange Commission when they become available.





ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits

2.1 Asset Acquisition Agreement and Plan of Reorganization, dated as of October 4, 2006, among Platinum Energy Resources, Inc., Tandem Energy Corporation and PER Acquisition Corp.

10.1 Termination Agreement, dated as of October 4, 2006, among Platinum Energy Resources, Inc., PER Acquisition Corp., Tandem Energy Holding, Inc.

99.1 Press Release dated October 5, 2006.

[Mr. Zen]

we discussed this last friday on hermit's hovel board, here is lonestars reply to questions she asked to the CFO of Tandem
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
I spoke with the CFO on Friday. Since SEC didn't move on the original offer of cash deal, they decided to change it to the stock exchange deal to hopefully move it along faster. He said management also would have the same deal for their portion as well. I asked him to try to get out some kind of positive PR soon, but we will see.

here's the link

http://www.investorshub.com/boards/read_msg.asp?message_id=13884875

[cliffvb]

Doubloon, I hope you're right but I didn't see anything in the PR about outside TDYH stockholders getting more per share than the insiders do this time around???

[Mr. Zen]

cliffvb... Platinum will exchange shares of Tandem for shares of Platinum on a % basis, Platinum has $7.52 per share in cash so if it is at fair value at the time of closing and Tandem shareholders get $4.50 per share for Tandem then they will recieve 60% of one Platinum share for each Tandem share they hold.
The Tandem management will stay on and Platinum will finance all further drilling and exploration.

sounds good in theory, time will tell

current share price of Platinum

PGRI 7.23
PGRIW .79 warrant, 1 warrant plus $6 = 1 share of PGRI
PGRIU 7.75 share plus warrant

[cliffvb]

Looks like somebody placed a market order to sell on this one. Last trade at 2.26, current quote is 2.71/3.08. Has anyone figured out what this restructuring plan means?

[jonesieatl]

Well, if it goes to $7 I'll be sad ...

.. cuz my last shares were sold months ago at $4-something.

But I think I put that particular money in a stock that went up, no, wait, was that the stock that went down? Can't remember LOL

Good luck to all who stayed in!

jonesie

[Jagman]

Thanks jonesieatl...will be VERY interesting what that does to the TDYH pps today!!!!

[jonesieatl]

PGRI: Announces Restructuring of Previously Announced Merger With Tandem Energy Holdings

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Knobias
08:39 a.m. 10/05/2006


Ridgeland, MS, OCT 05, 2006 (EventX/Knobias.com via COMTEX) -- By Jay Everitt, [e-mail]

Platinum Energy Resources, Inc. (PGRI) (PGRIU) (PGRIW) announced it has restructured its proposed transaction with Tandem Energy Holdings, Inc. ("Tandem") from a merger transaction to an acquisition of the assets of Tandem's operating subsidiary, Tandem Energy Corporation ("TEC"), pursuant to a plan of reorganization under Section 368(a)(1)(C) of the Internal Revenue Code. As part of the new agreement, Platinum Energy will acquire all of the assets and assume all of the liabilities of TEC, including approximately $42 million of TEC's debt, in exchange for the issuance of approximately 8 million PGRI shares to TEC shareholders. The total number of shares to be received by TEC will be $60 million divided by the per share cash value of the Platinum Energy IPO trust account at the time of closing. The per share cash value was $7.52 as of September 30, 2006. After the transaction is consummated, TEC and its parent, Tandem, will liquidate and distribute the PGRI shares to Tandem's shareholders. As part of the new agreement, current Tandem CEO Tim Culp has agreed to serve on the Platinum Energy board of directors.

As a result of the transaction's new structure, Platinum Energy expects to have approximately $60 million of available cash at the close, in addition to a credit facility which it expects to close shortly after the consummation of the transaction. Platinum Energy intends to use such funds for, among other things, drilling and other capital expenditures relating to the TEC assets, future acquisitions and possibly the repurchase of shares of its common stock through a share buy back program which the board is currently considering.

[Starshine]

You're not alone in that thought. I've felt that for a while now.


Starshine

[Jagman]

The way the pps is acting, I'm not that sure this deal is gonna get done!!!! Wouldn't that be a kick in the teeth......

[Mr. Zen]

eik... once the SEC approves the buyout then Platinum must go to its shareholders and ask for approval to buy the company, that does not seem like a problem, but when I receive the proxy in the mail I would think they are within a few weeks oc cementing the deal

[eik]

I agree with everything. The only question: "has the verbal commitment to buy it from Platinum shareholders" - what does it mean? Unlike Tandem, where insiders are holding most of the shares and no shareholders vote needed, for Platinum shareholders meeting and 80+% votes is the only condition that is not 100% certain. Of course, a positive vote is the only result I am counting on (holding TDYH and PGRIW).

[Mr. Zen]

Sam, it gets confusing on these issues sometimes but from what I understand

1. Tandem Energy does not want to be a public company, they are oil men and cannot get their arms around what it means to be public.

2. Platinum energy is buying all of Tandem energy insider shares for (I believe $2.50) and public shares for $4.50

3. There are alot more insider shares than outsider (public) shares

4. The Tandem energy personel will stay on and run the new company

5. Platinum Energy has the expertise with public companies, has the cash to buy it, has the verbal commitment to buy it from Platinum shareholders... a proxy will be sent out to verify that when the SEC releases the approval on the buyout.

6. Platinum energy CEO has been buying Platinum shares on the open market with his own money ( vote of confidence??)

7. I am playing the Platinum energy warrants as well. 1 warrent plus $6 get one Platinum share, not sure anyu more when the warrants expire but they are currently trading at .75

[SAMNOTSAMUEL]

I thought Doubloon had indicated before tandem could buy on open market.

sam

[eik]

Which company? Tandem has practically disappeared already - management was hired by Platinum. The merger is, actually, done and needs just paperwork to be completed and PGRI shareholders approval. Platinum can't buy TDYH shares on open market w/o shareholders approval, moreover they pay just $2+/share (the rest is compensated by Tandem insiders). Big guys are not interested because of tiny volume and illiquidity... Small shareholders are scared and some of them are selling. Who left? You and me. :) IMO, with oil up significantly since merger announcement, TDYH would be traded at this level or higher w/o any buyout. They do have valuable assets!

[Mr. Zen]

SAM, Tandem is waiting for the buy out by Platinum Energy and does not look at it's share price, they are still working in the oil fields producing oil. Obviously if the announcement of the buyout happened soon the price would immediately reflect the news,,, when, is still in the hands of the SEC

[SAMNOTSAMUEL]

doubloon,

Why do you think the company is not stepping up to the place and buying heavily when around $3.60?

sam

[cliffvb]

Thanks for the info, doubloon. Thats good to hear especially on days like this.

[Mr. Zen]

cliff here you go

http://www.investorshub.com/boards/replies.asp?msg=12972053

[cliffvb]

This one has been taking a steady walk down since the merger date was extended. Has anyone heard anything or talked to mgmt?

[Jagman]

Crooked Mofo's....NEW YORK, NY--(MARKET WIRE)--Aug 17, 2006 -- Platinum Energy Resources, Inc. ("Platinum Energy") (OTC BB:PGRIU.OB - News) (OTC BB:PGRI.OB - News) (OTC BB:PGRIW.OB - News) announced today it has amended its merger agreement with Tandem Energy Holdings, Inc. ("Tandem"), relating to its previously announced merger with Tandem to extend the date by which the closing of the agreement must occur to November 30, 2006. A new date for the special meeting of Platinum stockholders to vote on, among other things, a proposal to approve the merger has not yet been set.

http://biz.yahoo.com/iw/060817/0155232.html

I guess they haven't picked up enough cheap shares yet....

[Mr. Zen]

update..Platinum Energy / Tandam Energy deal... Spoke with Platinum Energy IR yesterday.
After reviewing all the form 4's that officers are filing, they seem to be buying up the float at this level on the open market.

IR seems to think the deal will go through the last week of August and there seems to be no hitches. The general game plan for this company is to acquire other companies similar to Tandem Energy and to move from the otc to the Nasdaq. An Amex listing is not in the cards for this company they want big board status.

[cliffvb]

I'm glad they have finally specified a closing date. Another 8% return on my investment for less than two months doesn't sound bad at all...That would be 50% annualized.

[Uriah Heep]

Looks like vote will take place 29 August:

Platinum Energy Resources, Inc. Announces Record Date for Stockholder Vote
Thursday July 6, 4:35 pm ET

Company Extends Merger Agreement to August 31, 2006

NEW YORK, NY--(MARKET WIRE)--Jul 6, 2006 -- Platinum Energy Resources, Inc. ("Platinum Energy") (OTC BB:PGRIU.OB - News) (OTC BB:PGRI.OB - News) (OTC BB:PGRIW.OB - News) announced today it has amended its merger agreement with Tandem Energy Holdings relating to its previously announced merger with Tandem to extend the date by which the closing of the agreement must occur to August 31, 2006.

Platinum Energy also announced today that it has established a record date for a special meeting of its stockholders to vote on, among other things, a proposal to approve the previously announced merger with Tandem. Platinum stockholders of record at the close of business on Friday, July 21, 2006, will be entitled to notice of, and to vote at, the special meeting. We currently anticipate that the special meeting will be held on Tuesday, August 29, 2006.

http://biz.yahoo.com/iw/060706/0141949.html

[jonesieatl]

Man I'm glad I got out a long time ago.

You'd think these guys, for folks not having Edgar logins, could have amended THIS statement to include a date. How simple would THAT have been?

"Agreement was amended as of June 30, 2006 to extend the time period of the parties’ obligations to one another."

Good luck!

jonesie

[Uriah Heep]

Time extension --
http://www.pinksheets.com/quote/news.jsp?url=fis_story.asp%3Ftextpath%3D%5C2006%5C07%5C06%5CEDGARNew...

[Mr. Zen]

Platinum Energy Resources, Inc. Provides Operations Update for Tandem Energy Holdings
Thursday June 22, 9:00 am ET


NEW YORK, NY--(MARKET WIRE)--Jun 22, 2006 -- Platinum Energy Resources, (OTC BB:PGRIU.OB - News) (OTC BB:PGRI.OB - News) (OTC BB:PGRIW.OB - News) ("Platinum") a special purpose acquisition corporation focused on the energy industry, today announced an operations update for the first five months of 2006 for Tandem Energy Holdings, Inc. Platinum Energy had previously announced that it entered into a definitive merger agreement to acquire Tandem. In connection with the acquisition, Tandem has provided to Platinum Energy detailed information regarding its production, operations and prospects, from which the information described in this operations release is derived.
ADVERTISEMENT





Operations Overview

During the first quarter of 2006, Tandem, as operator, drilled, reworked or recompleted 12 wells in four of its nine operated properties. As of May 31st, total proved reserves for Tandem were estimated to be 9,460 MBOE. This includes 3,300 MBOE proved developed producing reserves, 6,027 MBOE proved undeveloped reserves, and 133 MBOE proved developed non-producing reserves. This is an increase of over 120 MBOE in PDP reserves from the Dec 31, 2005 reserve report.

Mr. Jim Dorman, Executive Vice President of Platinum stated, "Given Tandem's two drilling rigs, four pulling units and other field equipment, as well as the talent and experience of Tandem's management team, Platinum will be well placed to make substantial additions to the 9.5 MM BOE of proved reserves of Tandem, once the acquisition is complete. Furthermore, using Tandem's base of operations, a stepped up development program calls for the additional drilling, reworking, and recompletion of approximately 100 new completions per year."

"There are many opportunities by which we can expand proved reserves. We believe that the proved reserves are underbooked, as there are typically two to four proved undeveloped locations booked for each proved developed producing well, whereas Tandem has less than one per well," continued Dorman. "Most of Tandem's proved undeveloped oil wells are currently booked at half of the expected production, based on what was recovered from historical analogs. Also, minimal behind pipe reserves have been booked, although we have identified many recompletion opportunities."

Ball Lease

During the first quarter of 2006, on the Ball Lease in Palo Pinto County, Texas, five new wells were drilled and two wells were recompleted with initial production adding approximately 100 BOE per day net to Tandem. This lease is sparsely drilled, has over 200 feet of Barnett shale below existing producing reservoirs and has shallow sand development that has never been tested on the lease. This potential significant upside has been identified by Platinum's geologic staff and Tandem's engineering group, and will be evaluated immediately after closing of the acquisition of Tandem.

Ira Unit

On the Ira Unit, located in Scurry County, Texas four new wells were drilled during the first quarter of 2006. This new drilling resulted in at least an additional 50 BOE per day net to Tandem. One of the new wells was drilled horizontally at a true vertical depth of 1,800 feet with a 1,100 foot horizontal displacement. The well has been fracture stimulated and is currently being evaluated.

According to Toben Scott, drilling engineer for Tandem, "This is our first use of horizontal drilling techniques, and it was accomplished using our existing equipment and infrastructure. We believe that horizontal drilling has the potential to double or triple the increase in production per well over a typical vertical well with less than a 25 percent increase in drilling cost."

Ballard Unit

Activity on the Ballard Unit, located in Eddy County, New Mexico has resulted in one new well during the first quarter of 2006. This well, the Ballard Grayburg San Andres Unit #26-6, has stabilized production of approximately 28 barrels of oil per day from the San Andres interval. Tandem is currently drilling another well in this unit and completion operations are ongoing on two other newly drilled wells. This unit is a prime candidate for downspace drilling and enhanced water flood expansion. During June and July, 2006, it is anticipated that an additional four wells will be drilled on the Ballard Unit.

Tomball Wilcox Drilling and Shallow Gas Reserves

During September 2006, it is anticipated that deeper drilling equipment will be available to drill a 9,000 foot Wilcox test on the Tomball property located in Harris County, Texas. Along with this new well, Tandem is planning a re-entry well in the same fault block to exploit the potentially significant Wilcox reserves.

Tandem recently completed a gas well at approximately 650 feet with initial net production of 130 MCF per day of dry gas. Reserves for this well have not been booked as yet, however it is anticipated that this shallow gas opportunity will be expanded in the future. Additionally, over 20 plugged and abandoned wells originally drilled by Exxon have been identified on the Tandem lease as potential re-entry candidates. These wells have been drilled to depths exceeding 5,000 ft and may have multiple productive pay zones that have not been included in the company's proved reserve report.

Horizontal Drilling

Subject to the results of the first horizontal well, Platinum anticipates that horizontal drilling techniques may be used on other Tandem leases going forward. Compared to a vertical well, the anticipation is that drilling productivity may be increased by up to a factor of three times with an increase in costs of less than 25 percent. The expectations of horizontal drilling economics have not been included in the company's proved reserve report, prepared by Williamson Petroleum Consultants, independent petroleum engineers.

For additional information, including links to a Web cast of the Company's IPAA presentation from April 10, 2006, and the revised preliminary proxy statement, please visit the Platinum Energy Resources web site at www.platenergy.com.

About Platinum Energy

On January 26, 2006, Platinum Energy (OTC BB:PGRIU.OB - News) (OTC BB:PGRI.OB - News) (OTC BB:PGRIW.OB - News) announced that it had entered into a merger agreement to acquire Tandem Energy Holdings, Inc. Tandem is an independent oil and gas exploration and production company headquartered in Midland, Texas.

Platinum has filed with the Securities and Exchange Commission a revised Preliminary Proxy Statement seeking approval of its stockholders of, among other things, its previously announced proposed merger with Tandem Energy Holdings, Inc. ("Tandem").

Platinum Energy Resources, based in Montvale, New Jersey, is a special purpose acquisition corporation seeking to acquire assets or operating businesses in the global oil and gas exploration and production industry. Platinum Energy anticipates aggressively building a portfolio of assets using multiple acquisitions subsequent to its first. Platinum Energy's strategy calls for the use of hedge financing to maximize profit and reduce risk resulting from volatile energy markets.

Platinum Energy was incorporated in April 2005 to acquire an operating business in the energy industry. Platinum Energy completed its initial public offering on October 24, 2005, receiving net proceeds of approximately $106 million through the sale of 14.4 million units of its securities at $8.00 per unit. Each unit is comprised of one share of Platinum Energy common stock and one redeemable and convertible common stock purchase warrant with an exercise price of $6.00. Platinum Energy holds over $105 million in a trust account maintained by an independent trustee, which will be released to Platinum upon the closing of the merger (less any amounts returned to Platinum Energy stockholders who elect to convert their shares to cash in accordance with Platinum Energy's charter).

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, about Platinum Energy, Tandem and their combined business after completion of the proposed merger. Forward-looking statements are statements that are not historical facts. Such forward-looking statements, based upon the current beliefs and expectations of Platinum Energy's and Tandem's management, are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: business conditions in the U.S. and abroad; changing interpretations of generally accepted accounting principles; outcomes of government reviews; inquiries and investigations and related litigation; continued compliance with government regulations; legislation or regulatory environments, requirements or changes adversely affecting the businesses in which Tandem is engaged; fluctuations in oil and gas prices and in customer demand; management of rapid growth; intensity of competition; general economic conditions; as well as other relevant risks detailed in Platinum Energy's filings with the Securities and Exchange Commission. The information regarding Tandem contained in this press release has been provided by Tandem. Further, the information set forth herein should be read in light of such risks. Neither Platinum Energy nor Tandem assumes any obligation to update the information contained in this press release.

Additional Information

Platinum Energy stockholders are urged to read the proxy statement regarding the proposed transaction because it contains important information. Copies of filings by Platinum Energy, which will contain information about Platinum Energy and Tandem, will be available without charge, when filed, at the Securities and Exchange Commission's internet site (http://www.sec.gov), and, when filed, will be available from Platinum Energy, without charge, by directing a request to Platinum Energy Resources, Inc., 25 Phillips Parkway, Montvale, NJ 07645.

The respective directors and executive officers of Platinum Energy and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed merger. Information regarding Platinum Energy's directors and executive officers is available in the revised Preliminary Proxy Statement filed with the Securities and Exchange Commission on June 5, 2006. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in other relevant materials to be filed with the Securities and Exchange Commission when they become available.



Contact:
For more information contact:

Alan Katz, CJP Communications for
Platinum Energy Resources, Inc.
Public & Investor Relations
212-279-3115 x211
[e-mail]



--------------------------------------------------------------------------------
Source: Platinum Energy Resources

[Uriah Heep]

TDYH...filing submitted today, an interesting read:

http://www.pinksheets.com/quote/print_filings.jsp?url=%2Fredirect.asp%3Ffilename%3D0001144204%252D06...

[cliffvb]

The transaction should close without a problem that I can see. Interesting read in the prospectus. Tandem earned 93c/share last year. The buyers are getting themselves a very good deal. There was a value analysis as to what Tandem is worth in the market place based on comparables. The average value that they came up with is 157% more than they are paying for Tandem. Of course, the public stockholders are getting a substantial premium compared to the insiders who hold 85% of the shares. So we actually come out alright as well.

[Uriah Heep]

Revised proxy filing submitted today. Just a matter of time now methinks.

http://www.pinksheets.com/quote/print_filings.jsp?url=%2Fredirect.asp%3Ffilename%3D0001144204%252D06...

[Uriah Heep]

That was a preliminary proxy, submitted for approval. Still waiting for the SEC to bless it.