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): September 23, 2022

 

 

MARINE PETROLEUM TRUST

(Exact name of Registrant as specified in its charter)

 

 

 

Texas   000-08565   75-6008017

(State or other jurisdiction of

incorporation or organization)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

 

c/o The Corporate Trustee:

Simmons Bank,

2911 Turtle Creek Blvd., Suite 850

Dallas, Texas

   75219
(Address of principal executive offices)   (Zip Code)

Registrant’s Telephone Number, including area code: (855) 588-7839

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 (see General Instruction A.2.):

 

☐

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))

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

 

Title of each class

  

Trading

Symbol(s)

  

Name of each exchange

on which registered

Units of Beneficial Interest   MARPS   NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

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.

 

Item 9.01

Financial Statements and Exhibits.

(d)     Exhibits

4.1*    Indenture, as amended on September 23, 2022, of Marine Petroleum Trust.

 

*

filed herewith

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.

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 thereunto duly authorized.

 

MARINE PETROLEUM TRUST
By: Simmons Bank, in its capacity as trustee of Marine Petroleum Trust and not in its individual capacity or otherwise

 

By:   /s/ RON HOOPER
  Ron Hooper
  Senior Vice President

Date: September 28, 2022

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