MARPS 8-K
Marine Petroleum Trust (MARPS)
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): May 18, 2021
MARINE PETROLEUM TRUST
(Exact name of registrant as specified in its charter)
| Texas | 000-08565 | 75-6008017 | ||
| (State or other jurisdiction of incorporation) |
(Commission File No.) |
(IRS 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:
| ☐ | 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 7.01 | Regulation FD Disclosure. |
On May 18, 2021, Marine Petroleum Trust issued a press release announcing its quarterly cash distribution to unitholders and also announcing the extension of the Marine Petroleum Trust to June 1, 2041. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
In accordance with General Instruction B.2. of Form 8-K, the information contained herein shall not be incorporated by reference into any of our filings, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing. The information in this report shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 99.1 | Press Release dated May 18, 2021, issued by Marine Petroleum Trust. | |
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 | ||||||||
| Date: May 18, 2021 | 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 | ||||||||
Exhibit 99.1
Marine Petroleum Trust
MARINE PETROLEUM TRUST
ANNOUNCES SECOND QUARTER CASH DISTRIBUTION
DALLAS, Texas, May 18, 2021 – Marine Petroleum Trust (NASDAQ: MARPS) (“Marine”) today declared a quarterly cash distribution to the holders of its units of beneficial interest of $0.028228 per unit, payable on June 28, 2021, to unitholders of record on May 28, 2021. Marine’s 2020 tax information, cash distribution history, current and prior year financial reports, a link to filings made with the Securities and Exchange Commission and more can be found on its website at http://www.marps-marine.com/. Additionally, printed reports can be requested and are mailed free of charge.
This distribution of $0.028228 per unit is higher than the $0.018129 per unit distributed last quarter. As compared to the previous quarter, both the volume of oil and of natural gas produced and included in this distribution have increased. The price realized for oil produced and included in the current distribution has decreased while the price realized for natural gas increased this quarter. This distribution is lower than the $0.1037981 per unit distributed in the comparable quarter in 2020. As compared to the comparable quarter in 2020, the price realized for oil has decreased while the price for natural gas has increased. As compared to this time last year, the volume of both oil and natural gas produced and included in the current distribution has decreased.
Marine’s distributions to unitholders are determined by royalties received up to the date the distribution amount is declared. In general, Marine receives royalties two months after oil production and three months after natural gas production.
The prior Restated Marine Petroleum Trust Indenture (the “Indenture’) stated that Marine would terminate on June 1, 2021. In preparing to seek approval to extend the trust by twenty (20) years to June 1, 2041 pursuant to Article X, Section 1(a) of the Indenture, Marine became aware that the necessary approval for this extension of the consent of a majority of the outstanding of units of interest was obtained on May 22, 2014 by a consent solicitation filed with the Securities and Exchange Commission when holders of 63.57% of the outstanding units of interest on the record date of March 28, 2014 approved the extension of Marine through June 1, 2041. Less than 1% of the outstanding units of interest were voted against the extension. Since only approval of a majority of the outstanding units of interest was required and not 80% as was believed to be the case at the time of the 2014 consent solicitation, the 63.57% approval authorized the extension of Marine through June 1, 2041. The updated Indenture reflecting the June 1, 2041 termination date was filed with Marine’s Form 10-Q on November 16, 2021.
* * *
| Contact: | Ron E. Hooper SVP, Royalty Trust Services Simmons Bank, Trustee Toll Free – 1.855.588-7839 |