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| MMLP > SEC Filings for MMLP > Form 8-K on 30-Jun-2009 | All Recent SEC Filings |
30-Jun-2009
Other Events
As previously disclosed, on May 2, 2008, Martin Midstream Partners L.P.
("MMLP", "we" or "our") received a copy of a petition filed in the District
Court of Gregg County, Texas (the "Court"), by Scott D. Martin ("Scott Martin")
against Ruben S. Martin, III ("Ruben Martin") with respect to certain matters
relating to Martin Resource Management Corporation ("MRMC"), the parent company
of our general partner. Ruben Martin is an executive officer and director of
both our general partner and MRMC. Scott Martin is an executive officer of our
general partner and MRMC and a director of MRMC. The lawsuit alleges, among
other things, that Ruben Martin breached a settlement agreement with Scott
Martin concerning certain MRMC matters. MMLP is not a party to the lawsuit and
the lawsuit does not assert any claims (i) against MMLP, (ii) concerning MMLP's
governance or operations, or (iii) against Ruben Martin with respect to his
service as an officer or director of our general partner.
In May 2009, the case went to trial, and on June 18, 2009, the Court entered
a judgment (the "Judgment") with respect to the lawsuit as further described
below. In connection with the Judgment, Ruben Martin has advised us that
(i) until July 20, 2009, either Ruben Martin or Scott Martin may file motions to
amend, alter, or set aside the Judgment, (ii) Ruben Martin intends to file one
or more such motions, and if such motions are overruled, he intends to appeal
the monetary award and the award of specific performance contained in the
Judgment, and (iii) on June 22, 2009, Scott Martin filed a Notice of Appeal with
the Court indicating his intent to appeal the Judgment. Ruben Martin has further
advised us that on June 30, 2009 he posted a cash deposit and that the posting
of such deposit prevents the enforcement of any of the provisions in the
Judgment until the matter is resolved on appeal. Accordingly, during the
pendency of the appeal process no change in the makeup of the MRMC Board of
Directors is expected.
The Judgment awarded Scott Martin monetary damages in the approximate amount
of $3.2 million, attorney's fees of approximately $1.6 million and interest. In
addition, the Judgment grants specific performance and provides that Ruben
Martin is to (i) transfer one share of his MRMC common stock to Scott Martin,
(ii) take such actions, including the voting of any MRMC shares which Ruben
Martin owns, controls or otherwise has the power to vote, as are necessary to
change the composition of the Board of Directors of MRMC from a five-person
board, currently consisting of Ruben Martin and Scott Martin as well as Wes
Skelton, Don Neumeyer, and Bob Bondurant (executive officers of MRMC and MMLP),
to a four-person board to consist of Ruben Martin and his designee and Scott
Martin and his designee, (iii) take such actions as are necessary to change the
trustees of the MRMC Employee Stock Ownership Trust (the "MRMC ESOP Trust"),
currently consisting of Ruben Martin, Scott Martin and Wes Skelton, to just
Ruben Martin and Scott Martin. The Judgment is directed solely at Ruben Martin
and is not binding on any other officer, director or shareholder of MRMC or any
trustee of a trust owning MRMC shares. The Judgment with respect to (ii) above
will terminate on February 17, 2010, and with respect to (iii) above on the 30th
day after the election by the MRMC shareholders of the first successor MRMC
board after February 17, 2010.
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