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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 27, 2005

MARTIN MIDSTREAM PARTNERS L.P.

(Exact name of Registrant as specified in its charter)
         
DELAWARE
(State of incorporation
or organization)
  000-50056
(Commission file number)
  05-0527861
(I.R.S. employer identification number)
     
4200 STONE ROAD
KILGORE, TEXAS

(Address of principal executive offices)
  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:

    [  ] 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))
 
 

 


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SIGNATURES
INDEX TO EXHIBITS
Press Release


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Item 5.02  Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

     Effective May 27, 2005, Richard D. Waters, Jr. resigned from his position as a member of the Board of Directors (the “Board”) of Martin Midstream GP LLC, the general partner of Martin Midstream Partners L.P. (the “Partnership”). Also effective May 27, 2005, Howard Hackney was appointed to fill the vacancy on the Board created by the resignation of Mr. Waters. Mr. Hackney will serve on the Audit, Compensation, Conflicts and Nominating Committees of the Board.

Item 7.01.  Regulation FD Disclosure.

     On May 27, 2005, the Partnership issued a press release announcing the resignation of Mr. Waters from the Board and the appointment of Mr. Hackney to the Board to fill the vacancy created by the resignation of Mr. Waters.

     A copy of the press release is furnished as an exhibit to this Current Report. In accordance with General Instruction B.2 of Form 8-K, the information set forth herein and in the press release is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

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 the Exchange Act.

         
EXHIBIT NUMBER       DESCRIPTION
99.1
    Press Release dated May 27, 2005.

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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 hereunto duly authorized.

         
  MARTIN MIDSTREAM PARTNERS L.P.
 
 
  By:   Martin Midstream GP LLC,    
    Its General Partner   
       
 
     
Date: May 27, 2005  By:   /s/ Robert D. Bondurant    
    Robert D. Bondurant,   
    Executive Vice President and Chief Financial Officer   
 

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INDEX TO EXHIBITS

         
EXHIBIT NUMBER       DESCRIPTION
99.1
    Press Release dated May 27, 2005.

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