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Item 5.03. |
Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
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On September 23, 2022, upon request of Simmons Bank, as
trustee (the “Trustee”) of Marine Petroleum Trust (the “Trust”),
the District Court of Dallas County, Texas, 298th Judicial District
approved an order modifying Article VI, Section 8 of the
Trust’s indenture to substitute “United States” for “State of
Texas” so that it permits a successor trustee of the Trust to be a
national bank, state bank or trust company having its principal
office in the United States and having unimpaired capital and
surplus of not less than Three Million Dollars ($3,000,000).
The modification to the indenture was in connection with the
Trustee’s previous announcement that it has entered into an
agreement with Argent Trust Company, a Tennessee chartered trust
company (“Argent”), pursuant to which the Trustee will be resigning
as trustee of the Trust and had nominated Argent as successor
trustee of the Trust. The Trustee’s resignation as trustee, and
Argent’s appointment as successor trustee, are subject to certain
conditions set forth in the agreement, including approval by the
unitholders of certain other trusts of which Simmons Bank acts as
trustee (or a court) of (i) Argent’s appointment as successor
trustee and (ii) any amendments to the trust agreements and
indentures of the other trusts necessary to permit Argent to serve
as successor trustee.
The full text of the indenture, as modified by the court’s order is
set forth in Exhibit 4.1 and incorporated by reference herein.
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Item 9.01 |
Financial Statements and Exhibits.
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(d) Exhibits
4.1* Indenture,
as amended on September 23, 2022, of Marine Petroleum
Trust.
Forward-looking Statements
Any statements in this Current Report on Form 8-K about plans for the Trust, the
expected timing of the completion (if any) of the proposed
resignation of the Trustee or appointment of a successor trustee,
and other statements containing the words “estimates,” “believes,”
“anticipates,” “plans,” “expects,” “will,” “may,” “intends” and
similar expressions, other than historical facts, constitute
forward-looking statements within the meaning of the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
Factors or risks that could cause the Trust’s actual results to
differ materially from the results it anticipates include, but are
not limited to the inability of the Trustee to resign or Argent to
assume duties as successor trustee due to the failure to satisfy
certain conditions in the Trustee’s agreement with Argent.
Actual results may differ materially from those indicated by such
forward-looking statements. In addition, the forward-looking
statements included in the materials represent the Trustee’s views
as of the date hereof. The Trustee anticipates that subsequent
events and developments may cause its views to change. However,
while the Trustee may elect to update these forward-looking
statements at some point in the future, it specifically disclaims
any obligation to do so. These forward-looking statements should
not be relied upon as representing the Trustee’s views as of any
date subsequent to the date hereof.