MV Oil Trust

Regulatory Filings • Dec 19, 2006

8-A12B 1 a06-26113_18a12b.htm REGISTRATION/LISTING OF SECURITIES ON A NATIONAL SECURITIES EXCHANGE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

MV OIL TRUST

(Exact Name of Registrant as Specified in its Charter)

Delaware	06-6554331
(State of
incorporation or organization)	(IRS Employer
Identification No.)
221
West Sixth Street, 1st Floor
Austin,
Texas	78701
(Address of
principal executive offices)	(Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class to be so registered	Name of each exchange on which each class is to be registered
Units of Beneficial
Interests in MV Oil Trust	New
York Stock Exchange

| If this form relates to the registration of a
class of securities pursuant to Section 12(b) of the Exchange Act and is
effective | |
| --- | --- |
| pursuant to General Instruction A.(c), check the
following box. | x |
| If this form relates to the registration of a class
of securities pursuant to Section 12(g) of the Exchange Act and is effective | |
| pursuant to General Instruction A.(d), check the
following box. | o |
| Securities Act registration statement file number to
which this form relates: | 333-136609 |
| Securities to be registered pursuant to Section
12(g) of the Act: | none |

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INFORMATION REQUIRED IN REGISTRATION STATEMENT

*Item 1. Description of Registrant’s Securities to be Registered* .

A description of the trust units of MV Oil Trust (the “Registrant”) is set forth under the captions “Description of the Trust Agreement” and “Description of the Trust Units” in the prospectus to be filed by the Registrant pursuant to Rule 424(b) under the Securities Act of 1933, as amended, which prospectus will constitute a part of the Registrant’s Registration Statement on Form S-1, as amended (Registration No. 333-136609) (the “Form S-1 Registration Statement”), initially filed with the Securities and Exchange Commission on August 14, 2006. Such prospectus, in the form in which it is so filed, shall be deemed to be incorporated herein by reference.

*Item 2. Exhibits.*

The following exhibits to this Registration Statement on Form 8-A are incorporated by reference from the documents specified which have been filed with the Securities and Exchange Commission.

Exhibit No.	Description
1.	Registration Statement on Form S-1 (Registration No.
333-136609), initially filed with the Securities and Exchange Commission on
August 14, 2006 (incorporated herein by reference).
2.	Certificate of Trust of the Registrant (incorporated
herein by reference to Exhibit 3.3 to the Form S-1 Registration Statement).
3.	Trust Agreement dated August 3, 2006 among MV
Partners and JP Morgan Chase Bank, N.A. and Wilmington Trust Company
(incorporated herein by reference to Exhibit 3.4 to the Form S-1 Registration
Statement).
4.	Form of Amended and Restated Trust Agreement among
MV Partners and The Bank of New York Trust Company, N.A. (formerly JPMorgan
Chase Bank, N.A.) and Wilmington Trust Company (incorporated herein by
reference to Exhibit 4.1 to the Form S-1 Registration Statement).

2

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SIGNATURE

Pursuant to the requirements of Section 12 of the Securities and Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

By: MV Partners, LLC
	By:	MV Energy, LLC
		its Manager
	By:	Murfin, Inc.
		Member
	By:	/s/ David L. Murfin
	Name: David L. Murfin
Date: December 19, 2006	Title: Chairman and
Chief Executive Officer

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INDEX TO EXHIBITS

Exhibit No.	Description
1.	Registration Statement on Form S-1 (Registration No.
333-136609), initially filed with the Securities and Exchange Commission on
August 14, 2006 (incorporated herein by reference).
2.	Certificate of Trust of the Registrant (incorporated
herein by reference to Exhibit 3.3 to the Form S-1 Registration Statement).
3.	Trust Agreement dated August 3, 2006 among MV
Partners and JP Morgan Chase Bank, N.A. and Wilmington Trust Company
(incorporated herein by reference to Exhibit 3.4 to the Form S-1 Registration
Statement).
4.	Form of Amended and Restated Trust Agreement among
MV Partners and The Bank of New York Trust Company, N.A. (formerly JPMorgan
Chase Bank, N.A.) and Wilmington Trust Company (incorporated herein by
reference to Exhibit 4.1 to the Form S-1 Registration Statement).

4

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