-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DNbXSYxGdc6wKFei/vqTvLeulE23R+uMi9RbO98C3Lh2CEGRS+pYM9gpa7KX+1Fu s0Y1PYimNU6MdSwbam9P+w== 0001104659-05-045544.txt : 20050923 0001104659-05-045544.hdr.sgml : 20050923 20050923171846 ACCESSION NUMBER: 0001104659-05-045544 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050920 ITEM INFORMATION: Changes in Registrant.s Certifying Accountant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050923 DATE AS OF CHANGE: 20050923 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MARKWEST HYDROCARBON INC CENTRAL INDEX KEY: 0001019756 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 841352233 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14841 FILM NUMBER: 051101213 BUSINESS ADDRESS: STREET 1: 155 INVERNESS DRIVE WEST STREET 2: SUITE 200 CITY: ENGLEWOOD STATE: CO ZIP: 80112-5004 BUSINESS PHONE: 3032908700 MAIL ADDRESS: STREET 1: 155 INVERNESS DRIVE WEST STREET 2: SUITE 200 CITY: ENGLEWOOD STATE: CO ZIP: 80112-5004 8-K 1 a05-16464_18k.htm 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):  September 20, 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 4. 01            CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANTS

 

Item 4.01                Changes in Registrant’s Certifying Accountant

 

As described in Items 4.01(a) and (b) below, MarkWest Hydrocarbon, Inc. (the “Company” or the “Registrant”) has dismissed KPMG LLP (“KPMG”) as the Company’s independent registered public accounting firm, effective with the completion of their audit of the Company’s consolidated financial statements for the year ended December 31, 2004 and has engaged Deloitte & Touche LLP (“Deloitte”) as its new independent registered public accounting firm for the year ending December 31, 2005, and to perform procedures related to the financial statements included in the Company’s quarterly reports on Form 10-Q, beginning with the quarter ended March 31, 2005.  As described in the third paragraph of Item 4.01(a) below, the change in independent registered public accounting firms is not the result of any disagreement with KPMG.

 

Item 4.01 (a)           Previous Independent Accountants

 

(i)             On September 20, 2005, the Company dismissed KPMG as its registered independent accounting firm effective with the completion of their audit of the Company’s consolidated financial statements for the year ended December 31, 2004.  The Registrant’s Audit Committee made the decision to change independent accountants and that decision was approved, ratified and adopted by the Company’s Board of Directors.

 

(ii)            The consolidated financial statements for the years ended December 31, 2003 and 2002 were audited by other independent accountants.

 

(iii)           In connection with its audit for the year ended December 31, 2004 (which is not yet complete) and through September 20, 2005, there have been no disagreements with KPMG on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of KPMG would be expected to cause them to make reference thereto in their reports on financial statements for such year.

 

(iv)          During the two most recent fiscal years and through September 20, 2005, except as noted in this paragraph, there have been no “Reportable Events” (as defined in Regulation S-K, Item 304(a)(1)(v)).  In conjunction with KPMG’s audit of the consolidated financial statements for the year ended December 31, 2004 (which is not yet complete), KPMG communicated to the Company’s Audit Committee the existence of material weaknesses related to (i) ineffective control environment, (ii) insufficient accounting expertise, inadequate policies and procedures related to accounting matters, and inadequate management review in the financial reporting process, (iii) inadequate personnel, processes and controls at our Southwest Business Unit, and (iv) inadequately designed controls and procedures over property, plant and equipment.

 

(v)           The Registrant has requested that KPMG furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements.  A copy of such letter, dated September 22, 2004, is filed as Exhibit 16 to this Form 8-K.

 

Item 4.01 (b)          New Independent Accountants

 

On September 20, 2005, the Company engaged Deloitte as the Registrant’s independent accountants for the year ending December 31, 2005, and to perform procedures related to the financial statements

 

2



 

included in the Company’s quarterly reports on Form 10-Q, beginning with the quarter ended March 31, 2005.  The Audit Committee made the decision to engage Deloitte and that decision was then approved, adopted and ratified by the Company’s Board of Directors.  The Company has not consulted with Deloitte during its two most recent fiscal years or during any subsequent interim period prior to its appointment as auditor regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Registrant’s consolidated financial statements, and neither a written report was provided to the Company nor oral advice was provided that Deloitte concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (within the meaning of Item 304(a)(1)(v) of Regulation S-K).

 

ITEM 9.01.

FINANCIAL STATEMENTS AND EXHIBITS

 

 

(c)

Exhibits.

 

Exhibit No.

 

Description of Exhibit

 

 

 

16

 

Letter from KPMG LLP to the Securities and Exchange Commission dated September 22, 2005.

 

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.

 

 

MARKWEST HYDROCARBON, INC.

 

(Registrant)

 

 

 

 

Date: September 23, 2005

By:

  /s/ Frank M. Semple

 

 

Frank M. Semple,

 

 

  Chief Executive Officer

 

4



 

EXHIBIT INDEX

 

Exhibit No.

 

Description of Exhibit

 

 

 

16

 

Letter from KPMG LLP to the Securities and Exchange Commission dated September 22, 2005.

 

5


EX-16 2 a05-16464_1ex16.htm EX-16

Exhibit 16

 

September 22, 2005

 

Securities and Exchange Commission

Washington, D.C.  20549

 

Ladies and Gentlemen:

 

We are currently principal accountants for MarkWest Hydrocarbon, Inc. (the Company). On September 20, 2005, we were notified that the Company engaged Deloitte & Touche LLP as its principal accountants for the year ending December 31, 2005 and that the auditor-client relationship with KPMG LLP will cease upon completion of the audit of the Company’s consolidated financial statements as of and for the year ended December 31, 2004, and the issuance of our report thereon.  We have read the Company’s statements included under Item 4.01 of its Form 8-K dated September 20, 2005, and we agree with such statements, except that we are not in a position to agree or disagree with the Company’s statements that: (i) the Audit Committee of the Board of Directors participated in and approved the decision to change principal accountants, (ii) that the Audit Committee of the Board of Directors participated in and approved the decision to engage Deloitte & Touche LLP, and (iii) any of the statements made under Item 4.01(b).

 

 

Very truly yours,

 

/s/ KPMG LLP

 

 


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