Markwest Hydrocarbon Inc-Filing of certain prospectuses & communications for business combination transactions (425)
January 02 2008 - 2:14PM
Edgar (US Regulatory)
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)
December 26, 2007
MARKWEST
ENERGY PARTNERS, L.P.
(Exact
name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
|
|
001-31239
(Commission File Number)
|
|
27-0005456
(I.R.S. Employer
Identification Number)
|
|
|
|
|
|
1515 Arapahoe Street, Tower 2,
Suite 700, Denver CO 80202
(Address of principal executive offices)
|
Registrants
telephone number, including area code:
303-925-9200
Not Applicable.
(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 (see General Instruction A.2.
below):
x
Written Communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-Commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-Commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On
May 24, 2002, MarkWest Energy Appalachia, L.L.C., a wholly-owned
subsidiary of MarkWest Energy Partners, L.P. (the Partnership) entered into a
gas processing agreement (the Gas Processing Agreement) by and between the
Partnership and MarkWest Hydrocarbon, Inc. (the Company), pursuant to
which the Company agreed to deliver all gas gathered by Columbia Gas and
delivered to the Company upstream of the Partnerships facilities for
processing at the Kenova, Boldman and Cobb plants in exchange for a monthly
processing fee based on the thermal content of the natural gas delivered to the
Partnership.
On
November 24, 2003, the Partnership and Company entered into an amendment
to the Gas Processing Agreement providing that the Partnership disposes of
certain liquids from the Cobb plant rather than redelivering them to a
fractionation plant of the Company.
On
December 26, 2007, the Partnership and Company entered into the Second Amendment
to the Gas Processing Agreement (the Amended Gas Processing Agreement). This Amended Gas Processing Agreement increases
the processing fee that the Company pays the Partnership by $0.08 per inlet
Mcf, effective upon the substantial completion of the Kenova plant upgrade in
consideration for the additional frac spread income that will be derived by the
Partnership and marketed by the Company.
Cautionary Statements
This filing shall not
constitute an offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any sale of securities in any jurisdiction in
which such offer, solicitation, or sale would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction. No
offering of securities shall be made except by means of a prospectus meeting
the requirements of the Securities Act of 1933, as amended.
This filing includes forward-looking
statements within the meaning of Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended. All statements other than
statements of historical facts included or incorporated herein may constitute
forward-looking statements. Actual
results could vary significantly from those expressed or implied in such
statements and are subject to a number of risks and uncertainties. Although we believe that the expectations
reflected in the forward-looking statements are reasonable, we can give no
assurance that such expectations will prove to be correct. The forward-looking statements involve risks
and uncertainties that affect our operations, financial performance and other
factors as discussed in our filings with the Securities and Exchange
Commission. Among the factors that could
cause results to differ materially are those risks discussed in our Form 10-K/A
for the year ended December 31, 2006, as filed with the SEC. You are urged to carefully review and
consider the cautionary statements and other disclosures made in those filings,
specifically those under the heading Risk Factors. We do not undertake any duty to update any
forward-looking statement.
2
Although we believe that the
expectations reflected in the forward-looking statements, specifically those
including those referring to future performance, growth, cash flow, operating
income, distributable cash flow (DCF), distributions, or other factors, are
reasonable, these forward-looking statements are not guarantees of future
performance and we can give no assurance that such expectations will prove to
be correct and that projected performance or distributions may not be
achieved. Among the factors that could
cause results to differ materially are those risks discussed in our Form S-1,
as amended, our Annual Report on Form 10-K/A for the year ended December 31,
2006, and our Quarterly Reports on Form 10-Q, as amended, each as filed
with the SEC. You are also urged to
carefully review and consider the cautionary statements and other disclosures,
including those under the heading Risk Factors, made in those filings, which
identify and discuss significant risks, uncertainties and various other factors
that could cause actual results to vary significantly from those expressed or
implied in the forward-looking statements.
We do not undertake any duty to update any forward-looking statement.
MarkWest Energy Partners and
MarkWest Hydrocarbon filed a preliminary joint proxy statement/prospectus and other
documents with the Securities and Exchange Commission (the SEC) in relation
to the merger transaction announced on September 5, 2007. Investors and security holders are urged to
read these documents carefully because they contain important information
regarding MarkWest Energy Partners, MarkWest Hydrocarbon, and the transaction.
A definitive joint proxy statement/prospectus will be sent to security holders
of MarkWest Energy Partners and MarkWest Hydrocarbon seeking their approval of
the transactions contemplated by the redemption and merger agreement. Investors
and security holders may obtain a free copy of the joint proxy
statement/prospectus and other documents containing information about MarkWest
Energy Partners and MarkWest Hydrocarbon, without charge, at the SECs website
at www.sec.gov. Copies of the joint proxy statement/prospectus and the SEC
filings that will be incorporated by reference in the joint proxy
statement/prospectus may also be obtained free of charge by directing a request
to the entities investor relations department at 866-858-0482, or by accessing
the companies website at www.markwest.com.
MarkWest Energy Partners,
MarkWest Hydrocarbon, the officers and directors of the general partner of
MarkWest Energy Partners, and the officers and directors of MarkWest
Hydrocarbon may be deemed to be participants in the solicitation of proxies
from their security holders. Information about these persons can be found in
the Annual Report on Form 10-K/A for the year ended December 31, 2006,
for each of MarkWest Energy Partners and MarkWest Hydrocarbon, as filed with
the SEC, and additional information about such persons may be obtained from the
joint proxy statement/prospectus when it becomes available.
3
SIGNATURE
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
|
MARKWEST ENERGY PARTNERS, L.P.
|
|
(Registrant)
|
|
|
|
|
|
By:
|
MarkWest Energy, G.P., L.L.C.,
|
|
|
Its General Partner
|
|
|
|
Date: January 2, 2008
|
By:
|
/s/ NANCY K. BUESE
|
|
|
Nancy K. Buese
Senior Vice President and
Chief Financial Officer
|
|
|
|
|
|
|
|
4
Markwest Hydrocarbon (AMEX:MWP)
Historical Stock Chart
From May 2024 to Jun 2024
Markwest Hydrocarbon (AMEX:MWP)
Historical Stock Chart
From Jun 2023 to Jun 2024