8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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):  July 8, 2005

MarkWest Hydrocarbon, Inc.

(Exact name of registrant as specified in its chapter)

Delaware	1-14841	84-1352233
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)
155 Inverness Drive West, Suite 200, Englewood, CO		80112-5000
(Address of principal executive offices)		(Zip code)

Registrant’s telephone number, including area code:  303-290-8700

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):

o  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 July 8, 2005, MarkWest Hydrocarbon, Inc. (the “Company”) received Waiver Letters with respect to the Senior Credit Facility, dated as of October 25, 2004, by and among the Company, as Borrower, the Lenders referred to therein and the other parties thereto.  The Waiver Letters waive any breach related to the Company’s inability to deliver audited financials of the Company and the accompanying opinion of the Company’s independent certified public accountants by the 90^th day after the fiscal year end and 45^th day after the first and second quarters of 2005, until August 31, 2005.

ITEM 3.01  NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING.

On July 11, 2005, the Company received a letter from the American Stock Exchange (“AMEX”), advising that AMEX had accepted the Company’s submitted Plan of Action to bring it back into compliance with the Exchange’s listing requirements.  The Company is not in compliance with the continued listing standards of the Exchange, Section 101 of the AMEX Company Guide, as a result of the Company’s failure to timely file certain Form 10-Ks and Form 10-Qs (the “SEC Filings”) with the Securities Exchange Commission (“SEC”), but under this accepted Plan of Action, listing is being continued pursuant to an extension of the previous AMEX filing compliance date.

The Plan of Action establishes a schedule for the Company to complete and file its Annual Report on Form 10-K for year ended December 31, 2004, and in conjunction therewith its restated financial statements, Forms 10-Q/A for the first three quarters of 2004, and its Quarterly Report on Form 10-Q for the first quarter of 2005, by a targeted completion date of August 15, 2005.  A copy of the press release is filed as Exhibit 99.1 to this report.

Item 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits

The exhibit identified below is filed as part of this report:

Exhibit No.	Description of Exhibit
10.1	Waiver Letters.
99.1	Press Release Dated July 11, 2005.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, MarkWest Hydrocarbon, Inc., as registrant, has duly caused this report to be signed on its behalf by the undersigned, thereunto authorized.

	MarkWest Hydrocarbon, Inc.
	(Registrant)
Date:  July 14, 2005	By:	/s/  Frank M. Semple
	Name:   Frank M. Semple
	Title:    Chief Executive Officer

3

Exhibit Index

10.1	Waiver letters.
99.1	Press Release Dated July 11, 2005.

4

EX-10.1

Exhibit 10.1

The undersigned Lender hereby

ýAPPROVES the waiver of (i) the 90-day delivery deadline for the stand-alone balance sheet and related statement of income and cash flows of the Borrower for the fiscal year ending December 31, 2004 (and the accompanying opinion of the Borrower’s independent certified public accountants) and (ii) the 45-day delivery deadline for the unaudited stand-alone balance sheet and related statement of income and cash flows of the Borrower for the fiscal quarters ending March 31, 2005 and June 30, 2005 to permit delivery of such audited financial statements and the auditors’ opinion and unaudited financial statements at any time prior to August 31, 2005.

oDOES NOT APPROVE the waiver of (i) the 90-day delivery deadline for the stand-alone balance sheet and related statement of income and cash flows of the Borrower for the fiscal year ending December 31, 2004 (and the accompanying opinion of the Borrower’s independent certified public accountants) and (ii) the 45-day delivery deadline for the unaudited stand-alone balance sheet and related statement of income and cash flows of the Borrower for the fiscal quarters ending March 31, 2005 and June 30, 2005 to permit delivery of such audited financial statements and the auditors’ opinion and unaudited financial statements at any time prior to August 31, 2005.

Lender’s Name:	Royal Bank of Canada
By:	/s/ Jason York
Name:	Jason York
Title:	Attorney-In-Fact
Date:	6/30/05

The undersigned Lender hereby

ýAPPROVES the waiver of (i) the 90-day delivery deadline for the stand-alone balance sheet and related statement of income and cash flows of the Borrower for the fiscal year ending December 31, 2004 (and the accompanying opinion of the Borrower’s independent certified public accountants) and (ii) the 45-day delivery deadline for the unaudited stand-alone balance sheet and related statement of income and cash flows of the Borrower for the fiscal quarters ending March 31, 2005 and June 30, 2005 to permit delivery of such audited financial statements and the auditors’ opinion and unaudited financial statements at any time prior to August 31, 2005.

oDOES NOT APPROVE the waiver of (i) the 90-day delivery deadline for the stand-alone balance sheet and related statement of income and cash flows of the Borrower for the fiscal year ending December 31, 2004 (and the accompanying opinion of the Borrower’s independent certified public accountants) and (ii) the 45-day delivery deadline for the unaudited stand-alone balance sheet and related statement of income and cash flows of the Borrower for the fiscal quarters ending March 31, 2005 and June 30, 2005 to permit delivery of such audited financial statements and the auditors’ opinion and unaudited financial statements at any time prior to August 31, 2005.

Lender’s Name:	Bank of Oklahoma National Association
By:	/s/ Michael M. Logan
Name:	Michael M. Logan
Title:	Senior Vice President
Date:	30 June, 2005

The undersigned Lender hereby

ýAPPROVES the waiver of (i) the 90-day delivery deadline for the stand-alone balance sheet and related statement of income and cash flows of the Borrower for the fiscal year ending December 31, 2004 (and the accompanying opinion of the Borrower’s independent certified public accountants) and (ii) the 45-day delivery deadline for the unaudited stand-alone balance sheet and related statement of income and cash flows of the Borrower for the fiscal quarters ending March 31, 2005 and June 30, 2005 to permit delivery of such audited financial statements and the auditors’ opinion and unaudited financial statements at any time prior to August 31, 2005.

oDOES NOT APPROVE the waiver of (i) the 90-day delivery deadline for the stand-alone balance sheet and related statement of income and cash flows of the Borrower for the fiscal year ending December 31, 2004 (and the accompanying opinion of the Borrower’s independent certified public accountants) and (ii) the 45-day delivery deadline for the unaudited stand-alone balance sheet and related statement of income and cash flows of the Borrower for the fiscal quarters ending March 31, 2005 and June 30, 2005 to permit delivery of such audited financial statements and the auditors’ opinion and unaudited financial statements at any time prior to August 31, 2005.

Lender’s Name:	U.S. Bank National Association
By:	/s/ Mark E. Deckerd
Name:	Mark E. Deckerd
Title:	Vice President
Date:	7/8/05

EX-99.1

Exhibit 99.1

MarkWest Hydrocarbon, Inc.	Contact:	Frank Semple, President & CEO
155 Inverness Drive West, Suite 200		Jim Ivey, CFO
Englewood, CO 80112-5000		Andy Schroeder, VP and Treasurer
(800) 730-8388	Phone:	(303) 290-8700
(303) 290-8700	E-mail:	investorrelations@markwest.com
(303) 290-8769 Fax	Website:	www.markwest.com

MARKWEST HYDROCARBON RECEIVES LETTER FROM AMEX ACCEPTING PLAN OF ACTION; EXTENSION OF WAIVERS FOR BANK CREDIT FACILITY

DENVER—July 11, 2005—MarkWest Hydrocarbon, Inc. (AMEX: MWP) (the “Company”), today announced that it received a letter from the American Stock Exchange (“AMEX”), advising that AMEX had accepted the Company’s submitted Plan of Action to bring it back into compliance with the Exchange’s listing requirements.  The Company is not in compliance with the continued listing standards of the Exchange as a result of the Company’s failure to timely file certain Form 10-Ks and Form 10-Qs (the “SEC Filings”) with the Securities Exchange Commission (“SEC”), but under this accepted Plan of Action, listing is being continued pursuant to an extension of the previous AMEX filing compliance date.

The Plan of Action establishes a schedule for the Company to complete and file its Annual Report on Form 10-K for year ended December 31, 2004, and in conjunction therewith its restated financial statements, Forms 10-Q/A for the first three quarters of 2004, and its Quarterly Report on Form 10-Q for the first quarter of 2005, by a targeted completion date of August 15, 2005.  This additional timeframe was required due to the fact that the Company’s financial statements are prepared on a consolidated basis with its subsidiary, MarkWest Energy Partners, L.P. (the “Partnership”), and until the Partnership completed its audit and filings, which occurred on June 24, 2005, the Company could not make significant progress towards the completion of its own audit and filings.   The filing of the Partnership Form 10-K and 10-Qs has removed that hurdle and the Company is now proceeding expeditiously to complete and file its 2004 Form 10-K and Forms 10-Q/As and 2005 Form 10-Q, thereby restoring its compliance with the Exchange requirements.

Additionally, the Company today announced that it has received an extension of the waiver of the covenant contained in its Credit Agreement requiring that the Company deliver its audited financial statements to the Lenders by March 31, 2005.  The Company had previously been granted a waiver of the covenant through June 30, 2005.  The previously granted waiver has now been extended to August 31, 2005.

###

MarkWest Hydrocarbon, Inc. (AMEX: MWP) controls and operates MarkWest Energy Partners, L.P. (AMEX: MWE), a publicly-traded limited partnership engaged in the gathering, processing and transmission of natural gas; the transportation, fractionation and storage of natural gas liquids; and the gathering and transportation of crude oil. We also market natural gas and NGLs.

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. 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 (“SEC”). Among the factors that could cause results to differ materially are those risks discussed in our Form 10-K for the year ended December 31, 2003, and our Forms 10-Q for 2004, as filed with the SEC.