8-K

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 31, 2008

QUICKSILVER RESOURCES INC.

(Exact name of registrant as specified in charter)

Delaware
(State or Other Jurisdiction of
Incorporation) 001-14837
(Commission File Number) 75-2756163
(I.R.S. Employer Identification No.)

777 West Rosedale Street
Fort Worth, Texas 76104
(Address of Principal Executive Offices)(Zip Code)

Registrant’s telephone number, including area code: (817) 665-5000

(Former name or former address, if changed since last report): Not Applicable

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:

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))

TABLE OF CONTENTS

EX-99.1

Item 8.01.    Other Events.

     On October 31, 2008, Quicksilver Resources Inc. (“Quicksilver”) announced that it filed a lawsuit (the “Petition”) in the District Court of Tarrant County, Texas (the “Court”), against BreitBurn Energy Partners L.P. (“BreitBurn”), BreitBurn GP, LLC, the general partner of BreitBurn (“BreitBurn GP”), BreitBurn Operating L.P., a wholly-owned subsidiary of BreitBurn through which BreitBurn’s business is operated (“BreitBurn Operating”), Provident Energy Trust, a Canadian open-ended income trust (“Provident”), and certain individuals who serve as, or have previously served as, directors and/or officers of BreitBurn GP and/or Provident, including Randall Breitenbach and Halbert Washburn, the Co-Chief Executive Officers of BreitBurn GP (collectively, the “Defendants”).

     On September 11, 2007, Quicksilver entered into a Contribution Agreement with BreitBurn Operating (the “Contribution Agreement”). On November 1, 2007, pursuant to the Contribution Agreement, Quicksilver contributed certain assets and equity interests to BreitBurn Operating in exchange for $750 million in cash and Common Units of BreitBurn (the “BreitBurn Units”). The BreitBurn Units acquired by Quicksilver pursuant to the Contribution Agreement currently comprise approximately 41% of the outstanding BreitBurn Units.

     At the time Quicksilver acquired the BreitBurn Units, all of the limited liability company interests in BreitBurn GP were held by BreitBurn Management Company, LLC (“BreitBurn Management”). Provident indirectly held 95.55% of the limited liability company interests in BreitBurn Management, and the remaining interests were indirectly held by Messrs. Breitenbach and Washburn.

     On June 17, 2008, BreitBurn purchased Provident’s entire interest in BreitBurn Management at a premium. Simultaneously, BreitBurn acquired the remaining interest in BreitBurn Management indirectly held by Messrs. Breitenbach and Washburn and became the sole member of BreitBurn Management. BreitBurn also purportedly amended the First Amended and Restated Agreement of Limited Partnership of BreitBurn, dated as of October 10, 2006 (the “Partnership Agreement”), to, among other things, (i) appoint directors to the board of directors of BreitBurn GP without the approval of BreitBurn’s limited partners and (ii) limit Quicksilver’s voting rights with respect to the election of directors. Specifically, this purported amendment requires that any entity or group that owns 20% or more of any class of the outstanding BreitBurn Units may not vote any BreitBurn Units in excess of the 20% threshold in an election of directors of BreitBurn GP (the “Partnership Agreement Amendment”). In addition, BreitBurn eliminated the general partner economic interest, and BreitBurn did not offer Quicksilver or any other limited partner the opportunity to vote on any of these transactions or on the Partnership Agreement Amendment.

     In the Petition, Quicksilver alleges that, among other things, one or more of the Defendants breached the Contribution Agreement, violated the Texas Securities Act and the Texas Business & Commerce Code, committed common law fraud, fraudulent inducement, negligent misrepresentation and civil conspiracy, in each case arising out of Defendants’ false and misleading statements and omissions, including statements and omissions relating to BreitBurn’s relationship with Provident, breached the Partnership Agreement and breached their duty of good faith and fair dealing by entering into the Partnership Agreement Amendment.

     In the Petition, Quicksilver has requested, among other things, the following relief from the Court: (i) damages resulting from Defendants’ fraudulent conduct, violation of Texas securities laws, breach of contract and breach of the duty of good faith and fair dealing, (ii) exemplary damages, (iii) injunctive relief allowing Quicksilver to vote all of its BreitBurn Units in future elections for directors of BreitBurn GP, and (iv) a declaration that, among other things, (A) Quicksilver may vote all of its BreitBurn Units in an election of directors of BreitBurn GP, (B) Quicksilver may directly communicate with, or provide proxy materials to, other holders of BreitBurn Units without transmitting such

communications or proxy materials through BreitBurn or its transfer agent and (C) the casting of votes by a limited partner of BreitBurn to replace the general partner of BreitBurn or elect directors does not constitute “participation in the control” of BreitBurn and thus poses no threat to the limited liability of the limited partners of BreitBurn.

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits:

Exhibit
Number	Description
99.1	Press Release dated October 31, 2008.

SIGNATURE

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

QUICKSILVER RESOURCES INC.
By:	/s/ John C. Cirone
Name:  John C. Cirone
Title:  Senior Vice President

Date: October 31, 2008

 

Index to Exhibits

Exhibit
Number	Description
99.1	Press Release dated October 31, 2008.

EX-99.1

	N e w s   R e l e a s e
	QUICKSILVER RESOURCES INC.
	777 West Rosedale Street
	Fort Worth, TX 76104
	www.qrinc.com

Quicksilver Resources Files Lawsuit Against BreitBurn Energy Partners L.P.
Seeking Damages and a Declaratory Judgment

Including a Declaration That Quicksilver Resources May Vote All of Its BreitBurn Units in
Director Elections

FORT WORTH, TEXAS (October 31, 2008) – Quicksilver Resources Inc. (NYSE: KWK) today announced that it has filed a lawsuit in the District Court of Tarrant County, Texas against BreitBurn Energy Partners L.P. (“BreitBurn”), Randall Breitenbach, Halbert Washburn and others seeking damages against the defendants, injunctive relief and a declaratory judgment. BreitBurn GP, BreitBurn Management and Provident are also among the defendants named in the lawsuit.

In November 2007, Quicksilver Resources pursuant to a Contribution Agreement contributed certain assets and equity interests to an affiliate of BreitBurn in exchange for $750 million in cash and Common Units of BreitBurn (the “BreitBurn Units”). The BreitBurn Units acquired by Quicksilver Resources under the Contribution Agreement currently comprise approximately 41% of the outstanding BreitBurn Units.

At the time Quicksilver Resources acquired the BreitBurn Units, all of the limited liability company interests in BreitBurn GP, LLC (“BreitBurn GP”), the General Partner of BreitBurn, were held by BreitBurn Management Company, LLC (“BreitBurn Management”). Provident Energy Trust (“Provident”) indirectly held 95.5% of the limited liability company interests in BreitBurn Management, and the remaining interests were indirectly held by Randall Breitenbach and Halbert Washburn, the Co-Chief Executive Officers of BreitBurn GP.

Quicksilver Resources entered into the Contribution Agreement relying on statements made by BreitBurn that the benefits of BreitBurn’s relationship with Provident were a ‘significant attribute’ and were integral to its business strategy. Shortly after the Contribution Agreement closed, Provident and BreitBurn informed Quicksilver Resources for the first time that Provident was contemplating the liquidation of its entire interest in BreitBurn. Then in June 2008, BreitBurn purchased Provident’s entire interest in BreitBurn at a premium in a transaction that was orchestrated by Messrs. Breitenbach and Washburn in a fashion that advanced their own personal interests at the expense of Quicksilver Resources. BreitBurn simultaneously purchased the remaining interest in BreitBurn Management indirectly held by Messrs. Breitenbach and Washburn.

On the same day it announced this transaction, BreitBurn also announced that it had amended its partnership agreement so as to limit Quicksilver Resources’ voting rights. The purported amendment gave Quicksilver Resources only half of the per-unit voting strength of BreitBurn’s other limited partners and included various other provisions that further restricted Quicksilver Resources’ ability to replace the directors of BreitBurn GP. In addition, BreitBurn eliminated the general partner economic interest, and BreitBurn did not offer Quicksilver Resources or any other limited partner the opportunity to vote on any of these transactions or on the purported amendment to the partnership agreement.

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NEWS RELEASE
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“Our significant investment in BreitBurn in November 2007 represented a vote of confidence in BreitBurn and, what it publicly stated was, BreitBurn’s ability to parlay its relationship with Provident to pursue value-enhancing acquisitions,” said Glenn Darden, Quicksilver president and chief executive officer. “That confidence was quickly betrayed when BreitBurn’s management together with their board orchestrated a buy-out of Provident’s interest in BreitBurn at a substantial premium and simultaneously amended the partnership agreement of BreitBurn to entrench themselves and silence us.”

Quicksilver Resources has requested, among other things, the following relief from the Court: (i) all of its damages resulting from the defendants’ fraudulent conduct, violations of securities laws of Texas, breaches of contracts, and breach of the duty of good faith and fair dealing, (ii) exemplary damages, (iii) injunctive relief prohibiting BreitBurn from limiting Quicksilver Resources’ voting rights in future director elections, and (iv) a declaration that, among other things, Quicksilver Resources may vote all of its approximate 41% of the outstanding units of BreitBurn in the election of directors of BreitBurn as well as all matters requiring a vote of the BreitBurn unitholders.

About Quicksilver Resources

Fort Worth, Texas-based Quicksilver Resources is a natural gas and crude oil exploration and production company engaged in the development and acquisition of long-lived, unconventional natural gas reserves, including shales, coalbed methane, and tight sands gas in North America. The company has U.S. offices in Fort Worth, Texas; Glen Rose, Texas and Cut Bank, Montana. Quicksilver’s Canadian subsidiary, Quicksilver Resources Canada Inc., is headquartered in Calgary, Alberta. For more information about Quicksilver Resources, visit www.qrinc.com.

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Investor & Media Contact:

Rick Buterbaugh
(817) 665-4835

KWK 08-25

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