<PAGE> 1
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
<TABLE>
<S> <C>
Check the appropriate box:
[ ] Confidential, for Use of
[X] Preliminary information statement the Commission Only (as
[ ] Definitive information statement permitted by Rule 14c-5(d)(2))
</TABLE>
MARINE PETROLEUM TRUST
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Information Statement, if other than Registrant)
Payment of filing fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, schedule or registration statement no.:
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(3) Filing party:
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(4) Date filed:
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<PAGE> 2
[Bank of America, N.A. Letterhead]
November , 2000
To the Unitholders of Marine Petroleum Trust
Marine Petroleum Trust was organized under trust laws of the State of Texas
in 1956. At that time, a trust had to have a definite or ascertainable
termination date. As a result, June 1, 2001 was selected as the termination date
of the indenture that established Marine Petroleum Trust. June 1, 2001 is
rapidly approaching and the termination date must be extended to continue Marine
Petroleum Trust's operations. If the termination date of the trust is not
extended and an alternative is not presented by a majority of the unitholders,
then by the termination date a majority of the unitholders must appoint an agent
to receive the interests of the trust. If Marine Petroleum Trust is terminated,
its listing on the NASDAQ Small Cap Market will terminate.
You now have the opportunity to add 20 years to the life of the Trust by
amending the indenture to extend the termination date to June 1, 2021.
Unitholders owning a majority of the 2,000,000 units of interest must vote to
consent in order for the trust to be extended.
Your consent is important and we urge you to return the enclosed consent
form prior to December 8, 2000. If you have any questions you can contact Ray
Bell (President of Marine Petroleum Corporation) (email [email protected]) or
Cindy Miller (Vice President, Bank of America) at 800.985.0794 (email
[email protected]).
Sincerely,
BANK OF AMERICA, Trustee
Cindy Stover Miller
Vice President
<PAGE> 3
MARINE PETROLEUM TRUST
c/o THE CORPORATE TRUSTEE:
BANK OF AMERICA, N.A.
P.O. BOX 830241
DALLAS, TEXAS 75283-0241
NOTICE OF SOLICITATION OF WRITTEN CONSENTS
To the holders of units of beneficial interest (the "Units") of Marine
Petroleum Trust, a royalty trust created under the laws of the State of Texas
(the "Trust"):
On behalf of the Trust, Bank of America, N.A., the Trustee of the Trust, is
soliciting the written consent of the holders of Units ("Unitholders") to take
the following action without a meeting:
Extend the date of the termination of the Trust to June 1, 2021 (the "Trust
Extension").
Unitholders are being asked to express their consent to the Trust Extension
by MARKING, SIGNING, DATING, AND MAILING the enclosed consent form and returning
it promptly in accordance with the instructions set forth below. WE ARE NOT
ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. Your
consent, however, is important because the consent of the holders of a majority
of the Units is required to extend the termination date of the Trust. In order
for your consent to be counted, the Trustee must receive your consent form on or
before 5:00 p.m., New York time, December 8, 2000.
Bank of America, N.A., the Trustee of the Trust, RECOMMENDS THAT YOU
CONSENT TO THE TRUST EXTENSION. This consent solicitation and the enclosed
consent form are first being furnished to the Unitholders on or about November
7, 2000.
BY ORDER OF THE TRUSTEE
BANK OF AMERICA, N.A., Trustee
By:
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Cindy Stover Miller,
Vice President
Dallas, Texas
November , 2000
<PAGE> 4
MARINE PETROLEUM TRUST
c/o THE CORPORATE TRUSTEE:
BANK OF AMERICA, N.A.
P.O. BOX 830241
DALLAS, TEXAS 75283-0241
INFORMATION CONCERNING THE CONSENT SOLICITATION
This Information Statement and the accompanying form of consent (the
"Consent") are being mailed to the holders of units of beneficial ownership (the
"Units") of Marine Petroleum Trust, a royalty trust created under the laws of
the State of Texas (the "Trust"), on or about November 7, 2000. On behalf of the
Trust, the Trustee of the Trust, Bank of America, N.A. (the "Trustee"), is
soliciting your consent in connection with the extension of the termination date
of the Trust. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO
SEND US A PROXY.
SUMMARY OF CONSENT PROCEDURES
Only holders of Units ("Unitholders") of record at the close of business on
October 24, 2000 (the "Record Date"), will be entitled to notice of, and to
consent pursuant to, this consent solicitation. Moreover, no Consent will be
counted unless it is received by the Trustee on or before 5:00 p.m., New York
time, December 8, 2000.
The accompanying form of Consent is designed to permit each Unitholder to
consent to, withhold consent to, or abstain from giving consent to the extension
of the termination date of the Trust to June 1, 2021 (the "Trust Extension").
The Trust Extension will become effective on the date that the Trustee receives
Consents consenting to the Trust Extension from the holders of the majority of
the Units outstanding on the Record Date. When a Unitholder's executed and dated
Consent specifies a choice, the Units will be counted accordingly. If no choice
is made, the executed and dated Consent will constitute consent to the Trust
Extension.
There were at the close of business on the Record Date approximately
2,000,000 Units outstanding and entitled to vote. Each Unitholder is entitled to
one vote for each Unit held by it as of the Record Date.
THE TRUSTEE RECOMMENDS THAT YOU CONSENT TO THE TRUST EXTENSION. YOUR
CONSENT IS IMPORTANT. PLEASE MARK, SIGN, AND DATE THE ENCLOSED CONSENT FORM AND
RETURN IT PROMPTLY. FAILURE TO SIGN AND RETURN YOUR CONSENT SO THAT IT IS
RECEIVED BY THE TRUSTEE ON OR BEFORE 5:00 P.M. NEW YORK TIME, DECEMBER 8, 2000,
WILL HAVE THE SAME EFFECT AS A VOTE AGAINST THE TRUST EXTENSION.
The date of this information statement is November , 2000.
<PAGE> 5
REVOCATION
Any Unitholder giving a Consent has the right to revoke the Consent at any
time prior to the time when the Trustee receives Consents approving the Trust
Extension that are executed by the holders of a majority of the outstanding
Units. Revocation may be made by giving written notice to the Trust addressed to
Marine Petroleum Trust, c/o the Corporate Trustee: Bank of America, N.A., P.O.
Box 830241, Dallas, Texas 75283-0241. However, no such revocation shall be
effective until such notice of revocation has been received by the Trust.
All questions to the form and validity (including time of receipt) of any
revocation of a Consent will be determined by the Trustee, in its sole
discretion, which determination shall be final and binding. The Trustee will be
under no duty to give notification of defects or irregularities in any
revocation of a Consent.
COSTS AND MEANS OF SOLICITATIONS
In addition to the solicitation of Consents by use of the mail, the Trustee
and regular employees of the Trust may solicit the return of Consents by
personal interview, telephone, and telegraph. Such officers and employees will
not be additionally compensated, but will be reimbursed for out-of-pocket
expenses. Brokerage houses and other custodians, nominees, and fiduciaries will
be requested to forward solicitation materials to the beneficial owners of the
Units. The cost of preparing, printing, assembling, and mailing this Information
Statement, the form of Consent enclosed herewith, and any additional material,
the cost of forwarding solicitation material to the beneficial owners of the
Units, and other costs of solicitation will be borne by the Trust. The Trustee
will receive an additional fee from the Trust for the increased time and expense
involved with coordinating this solicitation.
ABSTENTIONS AND BROKER NON-VOTES
Because approval of the Trust Extension requires the affirmative vote of
the holders of a majority of the Units, abstentions and broker non-votes will
have the same effect as a vote against the Trust Extension.
DISSENTERS' RIGHTS
Under applicable law, dissenters' appraisal rights do not apply to the
Unitholders vote on the Trust Extension.
TRUST EXTENSION
GENERAL
The Restated Marine Petroleum Trust Indenture, restated as of January 1,
1984 (the "Indenture"), provides that the Trust will continue until June 1,
2001, unless the termination date of the Trust is extended.
PROPOSAL
The Trust proposes that the termination date of the Trust be extended until
June 1, 2021. Accordingly, if the Trust Extension is approved, the Trust will
continue until June 1, 2021, unless it is otherwise terminated in accordance
with the terms of the Indenture.
EFFECT OF NEGATIVE VOTE ON TRUST EXTENSION
If the Trust Extension is not approved and no other action is taken by the
Unitholders, the Trust will terminate on June 1, 2001. Upon termination of the
Trust, the Trustee, after paying all of the obligations of the Trust, shall
transfer to an agent appointed by the holders of a majority of the outstanding
Units the interests in the Trust by recordable assignment but without warranty.
If no agent is appointed, then the Trust may be liquidated. Prior to the
termination of the Trust, no Unitholder shall have any legal title in or to any
of the properties comprising the trust estate nor the right to secure any
partition of it.
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Alternatively, if the Trust Extension is not approved, the holders of a
majority of the outstanding Units may direct the Trustee to create one or more
corporations to receive and hold the trust estate, or any portion of it, unless
the Trustee receives written objection to the creation of a corporation from any
Unitholder within 20 days from the date of mailing to the Unitholder the first
notice of the proposed action.
Finally, if the Trust Extension is not approved and no other action is
taken, then on June 1, 2001 the Trust will terminate and the Trust would cease
to be listed on the Nasdaq Small Cap Market.
REQUIREMENTS FOR APPROVAL
The Trust Extension will be deemed approved by the Unitholders if, on or
prior to 5:00 p.m., New York time, December 8, 2000, the Trustee receives
Consents consenting to the Trust Extension from the holders of a majority of the
outstanding Units as of the Record Date.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the persons known to the Trust who
beneficially own more than five percent of the outstanding Units as of October
19, 2000:
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT
TITLE OF CLASS NAME AND ADDRESS BENEFICIAL OWNERSHIP OF CLASS
-------------- ---------------- -------------------- --------
<S> <C> <C> <C>
Units of Beneficial L.C. Paslay 286,469 Units* 14.32%
Interest 1020 S. Ocean Blvd.
Manaplan, FL 33462
</TABLE>
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* Does not include 27,225 Units held in trust in the name of L.C. Paslay, as
Co-Trustee with Bank of America, N.A., for the benefit of Patricia L. Martin,
daughter of Mr. Paslay.
There are no executive officers or directors of the Trust. The Trustee does
not beneficially own any Units of the Trust.
UNITHOLDER PROPOSALS
The Trust does not hold regular meetings because the Indenture does not
provide for annual or regular meetings. Moreover, because Unitholders have very
limited voting rights under the Indenture, the Trustee has not set a date for
submitting Unitholder proposals for any future meetings.
BY ORDER OF THE TRUSTEE,
BANK OF AMERICA, N.A., Trustee
By:
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Name: Cindy Stover Miller
Title: Vice President
Dallas, Texas
November , 2000
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MARINE PETROLEUM TRUST
CONSENT OF UNITHOLDERS TO ACTION WITHOUT A MEETING
Unless otherwise indicated below, the undersigned, a Unitholder on October
24, 2000, of Marine Petroleum Trust, hereby consents, with respect to all Units
held by the undersigned, to the following action without a meeting, without
prior notice and without a vote.
THIS CONSENT IS SOLICITED ON BEHALF OF THE TRUST BY ITS TRUSTEE. THE
TRUSTEE STRONGLY RECOMMENDS THAT YOU CONSENT TO THE FOLLOWING RESOLUTION.
1. RESOLVED, that the termination date of the Trust be extended from
the date fixed at June 1, 2001 to June 1, 2021.
[ ] CONSENT [ ] WITHHOLD CONSENT [ ] ABSTAIN
To consent, withhold consent or abstain from consenting to the extension of
the termination date of the Trust as set forth above, check the appropriate
boxes above. IF NO BOX IS MARKED ABOVE, THE UNDERSIGNED WILL BE DEEMED TO HAVE
CONSENTED TO THE EXTENSION OF THE TERMINATION DATE OF THE TRUST.
Dated: ________________________________ , 2000
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(signature)
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(Title or authority, if applicable)
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(Signature if held jointly)
PLEASE SIGN EXACTLY AS NAME APPEARS ON THIS CONSENT. If the Units are
registered in more than one name, the signature of each person in whose name the
Units are registered is required. A corporation should sign its full corporate
name, with a duly authorized officer signing on behalf of the corporation and
stating his or her title. Trustees, guardians, executors, and administrators
should sign in their official capacity, giving their full title as such. A
partnership should sign in its partnership name, with an authorized person
signing on behalf of the partnership. This consent serves to vote all Units to
which the signatory is entitled.
PLEASE DATE, SIGN AND MAIL THE CONSENT PROMPTLY, USING THE ENCLOSED
ENVELOPE.
