Markwest Hydrocarbon Inc-Filing of certain prospectuses & communications for business combination transactions (425)
January 25 2008 - 3:37PM
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)
January 24, 2008
MARKWEST
ENERGY PARTNERS, L.P.
(Exact
name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
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001-31239
(Commission File Number)
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27-0005456
(I.R.S. Employer
Identification Number)
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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
8.01. Other Events.
On January 24, 2008, the Board of Directors of the general partner
of MarkWest Energy Partners, L.P. (the Partnership) declared the Partnerships
quarterly cash distribution of $0.57 per unit for the fourth quarter of
2007. This is an increase of $0.02 per
unit over the third quarter 2007 distribution.
The implied annual rate is $2.28 per unit. The fourth quarter distribution is payable February 14,
2008, to unitholders of record on February 7, 2008. The ex-dividend date is February 5,
2008. On January 24, 2008, the
Partnership issued a press release relating to the fourth quarter
distribution. A copy of the press
release is filed as Exhibit 99.1 to this Current Report on Form 8-K.
Cautionary Statements
This press release 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.
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
2
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.
This document 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.
ITEM
9.01. Financial Statements and Exhibits
(d)
Exhibits.
Exhibit No.
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Description of Exhibit
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99.1
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Press Release dated
January 24, 2008, announcing fourth quarter 2007 cash distribution
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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.
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MARKWEST ENERGY PARTNERS, L.P.
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(Registrant)
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By:
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MarkWest Energy, G.P., L.L.C.,
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Its General Partner
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Date: January 25, 2008
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By:
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/s/ NANCY K. BUESE
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Nancy K. Buese
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Senior Vice President and
Chief Financial Officer
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