Markwest Hydrocarbon Inc - Current report filing (8-K)
November 21 2007 - 2:17PM
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)
November
16, 2007
MARKWEST HYDROCARBON, INC.
(Exact name of
registrant as specified in its charter)
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Delaware
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001-14841
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84-1352233
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer
Identification Number)
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1515 Arapahoe Street, Tower 2, Suite 700, Denver, CO
80202
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(Address of principal executive offices)
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Registrant’s 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):
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Written Communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
x
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 November 16,
2007, MarkWest Energy Appalachia, L.L.C., a wholly-owned subsidiary of MarkWest
Hydrocarbon, Inc. (the “Company”) entered into a set of Agreements, including
the amendment and termination of previous agreements (collectively “the
Agreements”) with Equitable Production Company and Equitable Gathering, LLC (“Equitable”). The Agreements modify and extend the NGL
transportation, fractionation and marketing arrangements between the Company and
Equitable through March 31, 2015, and through expansion of processing
facilities, will accommodate increases in NGL production from operations owned
or controlled by Equitable, and the concomitant expansion of fractionation
capacity by the Company of its Siloam fractionation facility. As part of the restructuring of the NGL
transportation, fractionation and marketing arrangements between the parties,
the Agreements also provide for Equitable’s acquisition of the Company’s Maytown
gas processing facilities located near Langley, Kentucky. The agreement also provides for the
termination of the Company’s 1999 NGL pipeline lease agreement with Equitable
and the settlement of claims between the parties. MarkWest is planning to spend approximately
$20 million for expansion of its Siloam fractionation capacity and related
facilities in support of the Agreements and other internal expansion projects,
Item 1.02.
Termination of a Material Definitive Agreement.
The information
filed in Item 1.01 above is incorporated by reference herein.
Item 2.05.
Costs Associated with Exit or Disposal Activities
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The information
filed in Item 1.01 above is incorporated by reference herein.
The costs associated
with the transfer of the Maytown plant and the termination of the 1999 NGL
pipeline lease agreement will result in a charge of approximately $6.1 million
to the Company.
Cautionary
Statements
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.
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
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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 SEC’s 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.
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.
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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 HYDROCARBON, INC.
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(Registrant)
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Date:
November 21, 2007
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By:
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/s/ NANCY K. BUESE
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Nancy K. Buese
Senior Vice President and Chief Financial Officer
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