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): November 14, 2008
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 3.02. Unregistered Sales of Equity Securities.
On November 14, 2008, Martin Midstream Partners L.P. (the “Partnership”) paid to the holders
of its common and subordinated units a cash distribution of $0.75 per unit for the third quarter of
2008. Immediately following payment of this cash distribution, 850,672 of the Partnership’s
subordinated units held by Martin Resource LLC were automatically converted on a one-for-one basis
into 850,672 common units of the Partnership. The conversion occurred pursuant to the terms of the
Partnership’s Amended and Restated Agreement of Limited Partnership (the “Partnership Agreement”)
as a result of the Partnership’s achievement of certain financial goals set forth in the
Partnership Agreement. The common units into which the subordinated units have been converted are
being issued in reliance on Section 3(a)(9) of the Securities Act of 1933, as amended.
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