UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): June 1, 2006
RAM ENERGY RESOURCES, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 000-50682 20-0700684
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
5100 E. Skelly Drive, Suite 650, Tulsa, Oklahoma 74135
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (918) 663-2800
TREMISIS ENERGY ACQUISITION CORPORATION
(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 (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry Into a Material Definitive Agreement
On May 10, 2006, the Registrant, through it's subsidiary, RWG Energy, Inc.,
entered into an amendment of its agreement with Targa North Texas, L.P., as
successor in interest to Targa Midstream Services Limited Partnership, which
revised the compensation to be paid to the Registrant's subsidiary for natural
gas delivered under such agreement. A copy of the amendment is filed as Exhibit
10.23.1 to this Form 8-K Current Report.
Item 4.01. Changes in Registrant's Certifying Accountant
(a)(1) (i) Effective June 1, 2006, the partners of UHY Mann Frankfort Stein &
Lipp CPAs, LLP ("UHY Mann") joined UHY LLP, a New York limited liability
partnership, which is the independent registered public accounting firm with
which UHY Mann has an affiliation. UHY LLP is a legal entity that is separate
from UHY Mann. UHY Mann ceased to provide audit services to RAM Energy
Resources, Inc. (the "Company") upon consummation of the transaction with UHY
LLP, and, contemporaneously with the consummation of such transaction, resigned
as the independent auditors of the Company.
(ii) None of the reports of UHY Mann on the financial statements of RAM
Energy, Inc. for either of the past two years or subsequent interim periods
contained an adverse opinion or disclaimer of opinion, or was qualified or
modified as to uncertainty, audit scope or accounting principles.
(iii) The decision to change principal accountants from UHY Mann to UHY LLP
has been approved by the Audit Committee of the Company.
(iv) During the two most recent fiscal years of RAM Energy, Inc. and all
subsequent interim periods, there were no disagreements between RAM Energy, Inc.
and UHY Mann on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements, if
not resolved to the satisfaction of UHY Mann, would have caused it to make
reference to the subject matter of the disagreements in connection with its
report.
The Company has provided UHY Mann with a copy of the above disclosures in
response to Item 304(a) of Regulation S-K in conjunction with the filing of this
Form 8-K. The Company requested that UHY Mann deliver to the Company a letter
addressed to the Securities and Exchange Commission stating whether it agrees
with the statements made by the Company in response to Item 304(a) of Regulation
S-K, and if not, stating the respects in which it does not agree. A copy of the
letter of UHY Mann is filed as Exhibit 16 to this Form 8-K Current Report.
(a)(2) Effective June 1, 2006, the Company engaged UHY LLP as the Company's
independent public accountants for the Company's fiscal year ending December 31,
2006 and the interim periods prior to such year-end. During the Company's two
most recent fiscal years or subsequent interim period, the Company has not
consulted with UHY LLP regarding the application of accounting principles to a
specific transaction, either completed or proposed, or the type of audit opinion
that might be rendered on the Company's financial statements, nor did the
limited liability partnership of UHY LLP provide advice to the Company, either
written or oral, that was an important factor considered by the Company in
reaching a decision as to the accounting, auditing or financial reporting issue.
Further, during the Company's two most recent fiscal years or subsequent interim
periods, the Company has not consulted with the limited liability partnership of
UHY LLP on any matter that was the subject of a disagreement or a reportable
event.
(a)(3) UHY LLP has informed the Company that it does not currently anticipate
any changes in its audit engagement team for the Company solely as a result of
the change in auditor from UHY Mann to UHY LLP.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of business acquired. None.
(b) Pro forma financial information. None
(c) Shell Company Transactions. None
(d) Exhibits
Exhibit Number Description
10.23.1* Amendment dated May 10, 2006 to agreement between
Registrant and Targa North Texas, L.P.
16.1* Letter from UHY Mann Frankfort Stein & Lipp CPAs,
LLP dated June 2, 2006 regarding change in
certifying accountant.
*Filed herewith
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.
June 2, 2006 RAM ENERGY RESOURCES, INC.
By: /s/ Larry E. Lee
Name: Larry E. Lee
Title: Chief Executive Officer
EXHIBIT INDEX
Exhibit
No. Description Method of Filing
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10.23.1 Amendment dated May 10, 2006 to Filed herewith electronically
agreement between Registrant and
Targa North Texas, L.P.
16.1 Letter from UHY Mann Frankfort Filed herewith electronically
Stein & Lipp CPAs, LLP dated
June 2, 2006 regarding change in
certifying accountant.