10-K/A 1 eepl20181231_10ka.htm FORM 10-K/A eepl20181231_10k.htm

 

Table of Contents



 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K/A

 

Annual Report Pursuant to Section 13 or 15(d)  
of the Securities Exchange Act of 1934  

 

For the Fiscal Year Ended December 31, 2018

OR

Transition Report Pursuant to Section 13 or 15(d)  
of the Securities Exchange Act of 1934  

  

Commission File No. 0-19279

 

EVERFLOW EASTERN PARTNERS, L.P.

(Exact name of registrant as specified in its charter)

 

  Delaware 34-1659910  
 

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

 
       
 

585 West Main Street

P.O. Box 629

Canfield, Ohio

44406  
  (Address of principal executive offices) (Zip Code)  

 

Registrant’s telephone number, including area code: (330) 533-2692

 

Securities registered pursuant to Section 12(b) of the Act.

 

 

 

Name of each exchange
  Title of each class on which registered  

 

None

 

Securities registered pursuant to Section 12(g) of the Act:

 

Units of Limited Partnership Interest

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes           No    X   

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes           No    X   

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes    X      No          

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes           No    X   

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.                  

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

  Large accelerated filer     Accelerated filer    
  Non-accelerated filer      
  Smaller reporting company X   Emerging growth company    

                         

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.                 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).   Yes          No    X    

 

There were 4,320,927 Units of limited partnership interest held by non-affiliates of the Registrant as of June 30, 2018. At June 30, 2018, there was no public market for the Registrant’s Units of limited partnership interest. There were 5,549,355 Units of limited partnership interest of the Registrant as of March 10, 2019. The Units generally do not have any voting rights, but, in certain circumstances, the Units are entitled to one vote per Unit.

 

Except as otherwise indicated, the information contained in this Report is as of December 31, 2018.

 

 

 

 

 

Explanatory Note

 

 

This Amendment No. 1 to Form 10-K (this "Amendment No. 1") is being filed to amend the Annual Report originally filed with the Securities and Exchange Commission on March 27, 2019, to correct a unit error in the interactive data exhibits made by our filing agent. No other changes have been made to the Annual Report.

 

 

 

 

 

 

 

 

 

EXHIBIT INDEX

 

 

Exhibit No. Description  
     
     
3.1

Certificate of Limited Partnership of the Registrant dated September 13, 1990, as filed with the Delaware Secretary of State on September 14, 1990

(1)

     
3.2

Amended and Restated Agreement of Limited Partnership of the Registrant, dated as of February 10, 2010

(2)

     
3.3

General Partnership Agreement of Everflow Management Company

(1)

     
3.4

Articles of Incorporation of Everflow Management Corporation

(1)

     
3.5

Code of Regulations of Everflow Management Corporation

(1)

     
3.6

Articles of Organization of Everflow Management Limited LLC

(3)

     
3.7

Amended and Restated Operating Agreement of Everflow Management Limited, LLC dated December 31, 2008

(4)

     
3.8

Amendment No. 1 to Amended and Restated Agreement of Limited Partnership of Everflow Eastern Partners, L.P.

(8)

     
10.1

Shareholders Agreement for Everflow Management Corporation

(1)

     
10.2

Operating facility lease dated October 3, 1995 between Everflow Eastern Partners, L.P. and A-1 Storage of Canfield, Ltd.

(5)

     
14.1

Code of Ethics

(9)
     
21.1

Subsidiaries of the Registrant

(6)

     
31.1

Certification of CEO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

(9)
     
31.2

Certification of CFO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

(9)
     
32.1

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(9)
     
99.1

Report of Wright & Company, Inc. dated February 1, 2019 concerning evaluation of oil and gas reserves.

(9)
     
99.2

Audit Committee Charter of Everflow Management Corporation

(7)

 

 

EXHIBIT INDEX

 

Exhibit No.

Description
   

101.INS

Instance Document

   

101.SCH

XBRL Taxonomy Extension Schema Document

   

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

   

101.DEF

XBRL Taxonomy Extension Definition Document

   

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

   

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

 

 

 


 

(1)

Incorporated herein by reference to the appropriate exhibit to Registrant's Registration Statement on Form S-1 (Reg. No. 33-36919).

   

(2)

Incorporated herein by reference to the appropriate exhibit to the Registrant’s Current Report on Form 8-K dated February 12, 2010 (File No. 0-19279).

   

(3)

Incorporated herein by reference to the appropriate exhibit to the Registrant’s Quarterly Report on Form 10-Q for the first quarter ended March 31, 1999 (File No. 0-19279).

   

(4)

Incorporated herein by reference to the appropriate exhibit to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 0-19279).

 

 

(5)

Incorporated herein by reference to the appropriate exhibit to the Registrant's Quarterly Report on Form 10-Q for the third quarter ended September 30, 1995 (File No. 0-19279).

 

 

(6)

Incorporated herein by reference to the appropriate exhibit to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1995 (File No. 0-19279).

   

(7)

Incorporated herein by reference to the appropriate exhibit to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2014 (File No. 0-19279).

   

(8)

Incorporated herein by reference to the appropriate exhibit to the Registrant's Quarterly Report on Form 10-Q for the first quarter ended March 31, 2018 (File No. 0-19279).

   
(9) Incorporated herein by reference to the appropriate exhibit to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2018 (File No. 0-19279).

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

 

EVERFLOW EASTERN PARTNERS, L.P.
   
By: EVERFLOW MANAGEMENT LIMITED, LLC
  General Partner
   
By: EVERFLOW MANAGEMENT CORPORATION
  Managing Member

 

 

 

By: /s/ Peter H. Sykes    Director   March 29, 2019
  Peter H. Sykes        
           
           
           
By: /s/ Thomas L. Korner   Director   March 29, 2019
  Thomas L. Korner        
           
           
           
By: /s/ William A. Siskovic   President, Principal   March 29, 2019
  William A. Siskovic  

Executive Officer and Director

   
           
           
           
By: /s/ Brian A. Staebler    Vice President, Secretary-Treasurer,   March 29, 2019
  Brian A. Staebler   Principal Financial and Accounting Officer and Director