Markwest Hydrocarbon Inc-Filing of certain prospectuses & communications for business combination transactions (425)
December 14 2007 - 2:40PM
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 12, 2007
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 December 12, 2007, MarkWest
Energy Partners, L.P. (the Partnership) announced details regarding its plan
to invest approximately $50 million to expand its gathering and processing
presence in East Texas. A copy of the Partnerships press release is furnished
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 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.
2
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
December 12, 2007, announcing $50 million expansion in East Texas.
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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.
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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 GP, L.L.C.
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Its General Partner
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Date: December 14, 2007
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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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