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 7, 2005
MARTIN MIDSTREAM PARTNERS L.P.
(Exact name of Registrant as specified in its charter)
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DELAWARE
(State of incorporation
or organization)
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000-50056
(Commission file number)
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05-0527861
(I.R.S. employer identification number) |
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4200 STONE ROAD
KILGORE, TEXAS
(Address of principal executive offices)
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75662
(Zip code) |
Registrant’s telephone number, including area code: (903) 983-6200
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 7.01. Regulation FD Disclosure.
On September 7, 2005, Martin Midstream Partners L.P. (the “Partnership”) held an investors’
conference call to discuss the Partnership’s entry into a definitive agreement to acquire the
outstanding general and limited partnership interests in Prism Gas Systems I, L.P., and its receipt
of a commitment for a new credit facility from Royal Bank of Canada. Furnished as Exhibit 99.1 is
a copy of the transcript of the Partnership’s presentation during that call and the questions and
answers following the presentation.
In accordance with General Instruction B.2 of From 8-K, the information set forth in this Item
7.01 and in the attached Exhibit shall be deemed to be “furnished” and not be deemed to be “filed”
for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange
Act”).
Statements about the Partnership’s outlook and all other statements contained in the Exhibit
other than historical facts are forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These forward-looking statements and all references to
financial estimates rely on a number of assumptions concerning future events and are subject to a
number of uncertainties and other factors, many of which are outside of the Partnership’s control,
which could cause actual results to differ materially from such statements. While the Partnership
believes that the assumptions concerning future events are reasonable, it cautions that there are
inherent difficulties in anticipating or predicting certain important factors. A discussion of
these factors, including risks and uncertainties, is set forth in the Partnership’s annual and
quarterly reports filed from time to time with the Securities and Exchange Commission. The
Partnership disclaims any intention or obligation to revise any forward-looking statements,
including financial estimates, whether as a result of new information, future events, or otherwise.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
In accordance with General Instruction B.2 of Form 8-K, the information set forth in the
attached Exhibit is deemed to be “furnished” and not be deemed to be “filed” for purposes of
Section 18 of the Exchange Act.
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| EXHIBIT NUMBER |
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DESCRIPTION |
99.1
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Transcript of the Partnership’s Conference
Call held on September 7, 2005. |
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