What changed in this filing

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Item 1. Business

2023-09-26 compared with 2022-08-31 · 71 added, 81 removed, 38 unchanged (80% of the section changed)

1 unchanged sentence

Marine Petroleum Trust (the Trust) is a royalty trust that was created in 1956 under the laws of the State of

Effective February 20, 2018, Simmons Bank became corporate trustee of the Trust (the Trustee) as a result of a merger between Simmons Bank and Southwest Bank, the former corporate trustee of the Trust.

Effective February 20, 2018, Simmons Bank (Simmons) became corporate trustee of the Trust as a result of a merger between Simmons and Southwest Bank, the former corporate trustee of the Trust.

On November 4, 2021,

2021, the Trustee announced that it has entered into an agreement with Argent Trust Company, a Tennessee chartered trust company (Argent), pursuant to which the Trustee will be resigning as trustee of the Trust and nominate Argent as

Simmons announced that it had entered into an agreement with Argent Trust Company, a Tennessee chartered trust company (the Trustee), pursuant to which Simmons would resign as trustee of the Trust and nominate Argent Trust Company as

successor trustee of the Trust.

The Trustees resignation as trustee, and Argents appointment as successor trustee, are subject to certain conditions set forth in the agreement, including approval by the unitholders of the Trust and

certain other trusts of which the Trustee acts as trustee (or a court) of (i) Argents appointment as successor trustee and (ii) any amendments to the Trusts Indenture (as defined below) and the trust agreements and indentures

of the other trusts necessary to permit Argent to serve as successor trustee.

On March 21, 2022, the unitholders of the Trust, by way of written consent, voted (i) to approve the appointment of Argent as successor trustee to serve as

trustee of the Trust once the resignation of the Trustee takes effect and (ii) to not approve an amendment to the Indenture to permit a national bank or trust company having its principal office in the United States and having an unimpaired

capital and surplus of at least $3,000,000.00 to serve as trustee of the Trust.

Therefore, Argent has not taken over as successor trustee.

The indenture under which the Trust was created (the Indenture) provides that the term of the

Trust will expire on June 1, 2041, unless extended by the vote of the holders of a majority of the outstanding units of beneficial interest.

The Trust is not permitted to engage in any business activity because it was organized for the sole purpose of providing an efficient, orderly

and practical means for the administration and liquidation of rights to payments from certain oil and natural gas leases in the Gulf of Mexico, pursuant to license agreements and amendments between the Trusts predecessors and Gulf Oil

Corporation (Gulf).

As a result of various transactions that have occurred since 1956, these interests were largely held by Chevron Corporation (Chevron) and are now predominately held by its assignees, including Arena

Energy, LP (Arena, and collectively with Chevron and its assignees, the Interest Owners).

The Indenture provides

that the corporate trustee is to distribute all cash in the Trust, less an amount reserved for the payment of accrued liabilities and estimated future expenses, to unitholders of record on the last business day of February, May, August and November.

Payments are to be made on the 28 th day of September, December, March and June of each fiscal year.

If the 28 th falls on a Saturday, Sunday or

legal holiday, the distribution is payable on the next succeeding business day.

The Indenture prohibits the operation of any kind of

trade or business by the Trust and also provides that the term of the Trust will expire on June 1, 2041, unless extended by the vote of the holders of a majority of the outstanding units of beneficial interest.

The change in trustee from Simmons to Argent Trust Company was effective on December 30, 2022.

Trust is not permitted to engage in any business activity because it was organized for the sole purpose of providing an efficient, orderly and practical means for the administration and liquidation of rights to payments from certain oil and natural

gas leases in the Gulf of Mexico, pursuant to license agreements and amendments between the Trusts predecessors and Gulf Oil Corporation (Gulf).

As a result of various transactions that have occurred since 1956, these interests

were largely held by Chevron Corporation (Chevron) and are now predominately held by its assignees, including Arena Energy, LP (Arena, and collectively with Chevron and its assignees, the Interest Owners).

Trust holds title to interests in properties that are situated offshore of Texas.

The Indenture provides that the corporate trustee is to

distribute all cash in the Trust, less an amount reserved for the payment of accrued liabilities and estimated future expenses, to unitholders of record on the last business day of February, May, August and November.

Payments are to be made on the

28 th day of September, December, March and June of each fiscal year.

If the 28 th falls on a Saturday, Sunday or legal holiday, the distribution

is payable on the next succeeding business day.

The Indenture prohibits the operation of any kind of trade or business by the Trust and

also provides that the term of the Trust will expire on June 1, 2041, unless extended by the vote of the holders of a majority of the outstanding units of beneficial interest.

Effective October 19, 2017, Simmons First National Corporation (SFNC) completed its acquisition of First Texas BHC, Inc., the

parent company of Southwest Bank.

SFNC is the parent of Simmons Bank.

SFNC merged Southwest Bank, the former corporate Trustee of the Trust, with Simmons Bank effective February 20, 2018.

The defined term Trustee as used herein

shall refer to Southwest Bank for periods through February 19, 2018 and to Simmons Bank for periods on and after February 20, 2018.

The Trusts wholly owned subsidiary, Marine Petroleum Corporation (MPC, and collectively with the Trust, Marine),

holds title to interests in properties that are situated offshore of Louisiana, because at the time the Trust was created, trusts could not hold these interests under Louisiana law.

Ninety-eight percent of all oil, natural gas, and other mineral

royalties collected by MPC, less the receiving and collection costs, are retained by and delivered to the Trust.

MPC retains the remaining two percent of the overriding royalties along with other items of income and expense until the board of

directors declares a dividend out of the corpus.

MPC, like the Trust, is prohibited from engaging in a trade or business and only takes those actions that are necessary for the administration and liquidation of its properties.

Marines only

industry segment or purpose is the administration and collection of royalties.

Marines rights are generally referred to as overriding royalty

interests in the oil and natural gas industry, and are sometimes referred to as overriding royalty interests in this Annual Report on Form 10-K.

An overriding royalty interest is created by an assignment by

the owner of a working interest in an oil or natural gas lease.

SFNC is the parent of Simmons.

SFNC merged Southwest Bank, the former corporate trustee of the Trust, with Simmons effective February 20, 2018.

Effective December 30, 2022, Argent Trust Company succeeded

Simmons as the corporate trustee of the Trust following Simmons resignation as trustee.

The defined term Trustee as used herein shall refer to Simmons for periods on and after February 20, 2018 through December 29, 2022, and to

Argent Trust Company for periods on and after December 30, 2022.

The Trusts wholly owned subsidiary, Marine Petroleum

Corporation (MPC, and collectively with the Trust, Marine), holds title to interests in properties that are situated offshore of Louisiana, because at the time the Trust was created, trusts could not hold these interests

under Louisiana law.

Ninety-eight percent of all oil, natural gas, and other mineral royalties collected by MPC, less the receiving and collection costs, are retained by and delivered to the Trust.

MPC retains the remaining two percent of the

overriding royalties along with other items of income and expense until the board of directors declares a dividend out of the corpus.

MPC, like the Trust, is prohibited from engaging in a trade or business and only takes those actions that are

necessary for the administration and liquidation of its properties.

Marines only industry segment or purpose is the administration and collection of royalties.

Marines rights are generally referred to as overriding royalty interests in the oil and natural gas industry, and are

sometimes referred to as overriding royalty interests in this Annual Report on Form 10-K.

An overriding royalty interest is created by an assignment by the owner of a working interest in an oil or natural gas

All production and marketing functions are conducted by the working interest owners of the leases.

Income from overriding royalties is paid to Marine either (i) on the basis of the

selling price of oil, natural gas and other minerals produced, saved or sold, or (ii) at the value at the wellhead as determined by industry standards, when the selling price does not reflect the value at the wellhead.

Income from overriding royalties is paid to Marine either (i) on the basis of the selling price of oil, natural gas and other minerals

produced, saved or sold, or (ii) at the value at the wellhead as determined by industry standards, when the selling price does not reflect the value at the wellhead.

Marine holds an overriding royalty interest equal to three-fourths of 1% of the value at the well of any oil, natural gas, or other minerals

1 unchanged sentence

Marines overriding royalty interest applies only to existing leases and does not apply to new leases that the Interest Owners may acquire.

Marine also previously owned a 32.6% interest in Tidelands Royalty Trust B (Tidelands), a separate Texas trust.

Marine also previously owned a 32.6% interest in Tidelands Royalty Trust B

(Tidelands), a separate Texas trust.

Tidelands was a reporting company under the Securities Exchange Act of 1934, as amended.

On March 8, 2019, Tidelands terminated the registration of its units under Section 12(g) of the Exchange Act, and suspended its reporting obligations

under Section 13(a) of the Exchange Act.

On March 8, 2019, Tidelands terminated the registration of its units under Section 12(g) of the

Exchange Act, and suspended its reporting obligations under Section 13(a) of the Exchange Act.

As of that date, Tidelands obligations to file certain reports with the SEC, including annual, quarterly and current reports on Form 10-K, Form 10-Q and Form 8-K, respectively, were automatically and immediately suspended.

The term of Tidelands expired in 2021.

Tidelands has been wound up and declared January 31,

2022 as the record date for the final distribution which was paid in February 2022.

As of the date of filing of this Annual Report on

Form 10-K, the leases subject to Marines interests cover an aggregate of 199,868 gross acres.

Tidelands has been wound up and declared January 31, 2022 as the record date for the final distribution which was paid in February 2022.

As of the date of filing of this Annual Report on Form 10-K, the leases subject to Marines

interests cover an aggregate of 199,868 gross acres.

These leases will remain in force until the leases terminate or expire pursuant to their respective terms.

Leases may be voluntarily released by the working interest owner after oil and natural gas reserves are produced.

Leases may also be abandoned by the working interest owner due to the failure to discover and produce sufficient reserves to make

development economically worthwhile.

Leases may be voluntarily released by the working interest owner after oil and natural

gas reserves are produced.

Leases may also be abandoned by the working interest owner due to the failure to discover and produce sufficient reserves to make development economically worthwhile.

In addition, the U.S.

federal government may terminate a lease if the working interest owner fails to develop a lease once it is acquired.

For the fiscal year ended June 30, 2022, approximately 93% of Marines royalty revenues were attributable to the sale of oil and

approximately 7% of Marines royalty revenues were attributable to the sale of natural gas.

The royalty revenues received by Marine are affected by a number of factors, including seasonal fluctuations in demand, the ability of wells to produce

due to depletion and changes in the market prices for oil and natural gas.

The following table presents the percent of royalties received from various working interest owners, which account for the royalties received in each of the past three years.

federal government may terminate

a lease if the working interest owner fails to develop a lease once it is acquired.

For the fiscal year ended June 30, 2023,

approximately 95% of Marines royalty revenues were attributable to the sale of oil and approximately 5% of Marines royalty revenues were attributable to the sale of natural gas.

The royalty revenues received by Marine are affected by a

number of factors, including seasonal fluctuations in demand, the ability of wells to produce due to depletion and changes in the market prices for oil and natural gas.

The following table presents the percent of royalties received from various

working interest owners, which account for the royalties received in each of the past three years.

Fiscal Year Ended June 30,

1 unchanged sentence

Chevron USA, Inc.

Fieldwood Energy LLC

Walter Oil & Gas Corporation

In addition, Marine did not have any revenues from its interest in Tidelands for the fiscal years ended

June 30, 2021 and 2020.

In addition, Marine did not have any revenues from its interest in Tidelands for the fiscal year ended

June 30, 2021.

However, Marine received $93,134 as a final distribution from Tidelands during the fiscal year ended June 30, 2022.

6 unchanged sentences

All aspects of Marines operations are conducted by third parties.

These operations

include the production and sale of oil and natural gas and the calculation of royalty payments to Marine, which are conducted by oil and natural gas companies that lease tracts subject to Marines interests.

American Stock Transfer and Trust

Company, LLC is the transfer agent for Marine and is responsible for reviewing, processing and paying distributions.

The ability of

Marine to receive revenues is entirely dependent upon its rights with respect to the leases held by the Interest Owners in the Gulf of Mexico (as more fully described in Item 2.

These operations include the production and sale of oil and natural gas and the calculation of royalty payments to Marine, which are conducted by oil and natural gas companies that lease tracts subject to Marines interests.

American Stock

Transfer and Trust Company, LLC is the transfer agent for Marine and is responsible for reviewing, processing and paying distributions.

The ability of Marine to receive revenues is entirely dependent upon its rights with respect to the leases held by the Interest Owners in the

Gulf of Mexico (as more fully described in Item 2.

Properties below).

Moreover, no revenues are

payable to Marine until sales of production commence from any such lease.

The royalty interests held by Marine are depleting with each

barrel of oil and cubic foot of natural gas produced.

No funds are reinvested by Marine;

Moreover, no revenues are payable to Marine until sales of production commence from any such lease.

The royalty interests held by Marine are depleting with each barrel of oil and cubic foot of natural gas produced.

No funds are reinvested by

thus, these depleting assets are not being replaced.

Widely Held Fixed Investment Trust Reporting Information.

The Trustee assumes that some units of beneficial

interest are held by middlemen, as such term is broadly defined in U.S.

Treasury Regulations (and includes custodians, nominees, certain joint owners and brokers holding an interest for a customer in street name).

Therefore, the Trustee considers

the Trust to be a widely held fixed investment trust (WHFIT) for U.S.

Trustee assumes that some units of beneficial interest are held by middlemen, as such term is broadly defined in U.S.

Treasury Regulations (and includes custodians, nominees, certain joint owners and brokers holding an interest for a customer in

street name).

Therefore, the Trustee considers the Trust to be a widely held fixed investment trust (WHFIT) for U.S.

federal income tax purposes.

Accordingly, the Trust will provide tax information in accordance with applicable U.S.

Treasury Regulations governing the information

reporting requirements of the Trust as a WHFIT.

Treasury Regulations governing the information reporting requirements of the Trust as a WHFIT.

The Trustee that will provide the required information and the contact information for the Trustee is as follows:

2911 Turtle Creek

Blvd., Suite 850

Argent Trust Company

Lawn Avenue, Suite 1720

Dallas, Texas 75219

4 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business