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 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 | (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 | (3) | |
| 3.7 | Amended and Restated Operating Agreement of Everflow Management Limited, LLC dated December 31, 2008 | (4) |
| 3.8 | (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 | (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 | (9) | |
| 99.2 | (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 |
