Mesa Offshore Trust (fka MOSH)

[I Like Bottom Fishing]

12/21/2007(16:44 ET)MOSH: Filed New Form 8-K, Material Event Disclosure - Edgar
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MOSH FORM 8-K

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UNITED STATES

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





Date of Report (Date of earliest event reported): December 21, 2007







Mesa Offshore Trust

(Exact name of registrant as specified in its charter)





Texas

1-08432

76-6004065

(State or other jurisdiction of

(Commission

(IRS Employer

incorporation)

File Number)

Identification No.)




JPMorgan Chase Bank, N.A., Trustee



919 Congress Avenue



Austin, Texas

78701

(Address of principal executive offices)

(Zip Code)




Registrant’s telephone number, including area code: 1-800-852-1422





NOT APPLICABLE

(Former name or former address, 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:



o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)



o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)



o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))



o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






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Item 2.02 Results of Operation and Financial Condition.



On December 21, 2007, Mesa Offshore Trust issued a press release announcing Mesa Offshore Trust’s royalty income, income distribution and trust expenses for the month of December 2007. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.



Pursuant to General Instruction B.2 of Form 8-K, the press release attached as Exhibit 99.1 is not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, but is instead furnished for purposes of that instruction.



Item 9.01 Financial Statements and Exhibits.



(d)
Exhibits.







Exhibit 99.1
Mesa Offshore Trust Press Release dated December 21, 2007.






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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.




Mesa Offshore Trust






By:
JPMorgan Chase Bank, N.A.,



as Trustee for Mesa Offshore Trust









Date: December 21, 2007
By:
/s/ Mike Ulrich



Mike Ulrich



Vice President



The Bank of New York Trust Company, N.A.,



as attorney-in-fact for the Trustee




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EXHIBIT INDEX



Exhibit

Description





99.1

Mesa Offshore Trust Press Release dated December 21, 2007.




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Exhibit 99.1



Mesa-Offshore-Trust



Mesa Offshore Trust Announces No Trust Income for December 2007



MESA OFFSHORE TRUST

JPMorgan Chase Bank, N.A., Trustee




NEWS


RELEASE







For Immediate Release

Austin, Texas December 21, 2007 - Mesa Offshore Trust (OTC symbol-MOSH) announced that there will be no Trust income distribution for the month of December 2007 for Unitholders of record on December 31, 2007.



The Trust did not receive any Royalty income from the Working Interest Owner for the month of December 2007. As of October 31, 2007 the Working Interest Owner estimates that the abandonment accrual for amounts expended but not recouped and for projected future abandonment expenses for the properties in which the Trust has an interest is approximately $1.4 million net to the Trust. These costs will be deducted from any future gross proceeds on the Royalty properties, which deductions will reduce future Royalty income. In addition, no Royalty income will be distributed to Unitholders until JPMorgan Chase Bank, N.A.; in its capacity as Trustee (the “Trustee”), recoups Trust expenses being paid from the reserve that the Trustee has established for anticipated future expenses. As of September 30, 2007, approximately $3.5 million will be withheld by the Trustee from future Royalty income before Trust distributions to the Unitholders will resume. Trust expenditures for the month of December 2007 will be approximately $69,000. Trust expenditures in excess of royalty income received have depleted the Trust’s reserve for Trust expenses to approximately $3,000. On December 3, 2007, the Trust entered into an Amended and Restated Promissory Note with JPMorgan Chase Bank, N.A. as lender (the “lender”), which amended the Demand Promissory Note (the “Demand Note”) dated September 28, 2007, relating to demand loans that may be advanced by the Lender from time to time in the principal amount of up to $3 million. The demand loans will bear interest at the prime rate plus 2%, provided such rate shall in no event exceed the maximum legal rate of interest permitted by applicable law. As of December 11, 2007, approximately $1,628,000 had been advanced to the Trustee for Trust expenses under this demand note and the Trust had unpaid expenses of approximately $173,000.



The extent of future distributions from the properties in which the Trust has an interest will continue to be dependent on normal factors associated with oil and gas operations such as oil and gas production levels, prices and associated cost, accruals for future abandonment costs, timing and extent of capital expenditures.



Contact:
Mesa Offshore Trust


JPMorgan Chase Bank, N.A., as Trustee


Mike Ulrich


1(800) 852-1422




www.businesswire.com/cnn/mosh.htm



919 Congress Avenue, Austin, TX 78701

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