Markwest Hydrocarbon Inc - Filing of certain prospectuses and communications in connection with business combination trans (425)
18 Ottobre 2007 - 12:01PM
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)
October 12, 2007
MARKWEST
ENERGY PARTNERS, L.P.
(Exact
name of registrant as specified in its charter)
Delaware
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001-31239
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27-0005456
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(State or other
jurisdiction of
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(Commission File
Number)
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(I.R.S. Employer
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incorporation or
organization)
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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 5.02 DEPARTURE
OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF
CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On October 12,
2007, the Board of Directors (the Board) of the general partner of MarkWest
Energy Partners, L.P. (the Partnership), approved and adopted the 2008
long-term incentive plan (2008 LTIP). The
2008 LTIP has an effective date of January 1, 2008 and a term of ten (10)
years.
The purpose of the
2008 LTIP is to allow the Partnership to continue to attract and retain highly
qualified officers, directors, key employees and other key individuals and to
motivate these individuals to serve the general partner, the Partnership and
their affiliates. The 2008 LTIP provides
for grants of phantom units,
restricted
units, unrestricted units, and
distribution
equivalent rights. Any of these awards
may be made as performance incentives to reward attainment of annual or
long-term performance goals in accordance with the terms hereof. The number of Partnership common units
reserved for issuance under the 2008 LTIP will be 2.5 million. There are currently no participants in the
2008 LTIP. Future awards under the 2008
LTIP will be subject to the discretion of the compensation committee of the
general partner of the Partnership.
The 2008 LTIP is
subject to, and will be submitted for
approval by the Partnerships unitholders within 12 months of its adoption by
the Board. A meeting of the unitholders to consider and
vote upon the approval of the 2008 LTIP will be held at such date, time and
place as yet to be designated by the Board.
ITEM 8.01 OTHER
EVENTS.
The information
filed in Item 5.02 above is incorporated by reference herein.
Cautionary
Statements
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.
MarkWest Energy Partners
and MarkWest Hydrocarbon will file a joint proxy statement/prospectus and other
documents with the Securities and Exchange Commission (the SEC) in relation
to
the Agreement and
Plan of Redemption and Merger that was announced on September 5, 2007. Investors and security holders are urged
to read such documents carefully when they become available because they will
contain important information regarding MarkWest Energy Partners, MarkWest
Hydrocarbon, and the Agreement and Plan of Redemption and Merger 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 Agreement and Plan of Redemption and Merger. Investors and security holders may obtain
a free copy of the joint proxy statement/prospectus (when it is available) 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 their 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 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.
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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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Date:
October 17, 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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3
Grafico Azioni Markwest Hydrocarbon (AMEX:MWP)
Storico
Da Mag 2024 a Giu 2024
Grafico Azioni Markwest Hydrocarbon (AMEX:MWP)
Storico
Da Giu 2023 a Giu 2024