0000950157-19-000903.txt : 20190819 0000950157-19-000903.hdr.sgml : 20190819 20190819162747 ACCESSION NUMBER: 0000950157-19-000903 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190808 FILED AS OF DATE: 20190819 DATE AS OF CHANGE: 20190819 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OCCIDENTAL PETROLEUM CORP /DE/ CENTRAL INDEX KEY: 0000797468 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35753 FILM NUMBER: 191036754 BUSINESS ADDRESS: STREET 1: 5 GREENWAY PLAZA STREET 2: SUITE 110 CITY: HOUSTON STATE: TX ZIP: 77046 BUSINESS PHONE: 7132157000 MAIL ADDRESS: STREET 1: 5 GREENWAY PLAZA STREET 2: SUITE 110 CITY: HOUSTON STATE: TX ZIP: 77046 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ANADARKO PETROLEUM CORP CENTRAL INDEX KEY: 0000773910 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35753 FILM NUMBER: 191036755 BUSINESS ADDRESS: STREET 1: 1201 LAKE ROBBINS DRIVE CITY: THE WOODLANDS STATE: TX ZIP: 77380-1046 BUSINESS PHONE: 832-636-1000 MAIL ADDRESS: STREET 1: 1201 LAKE ROBBINS DR. CITY: THE WOODLANDS STATE: TX ZIP: 77380 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WESTERN GAS RESOURCES INC CENTRAL INDEX KEY: 0000856716 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS DISTRIBUTION [4924] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35753 FILM NUMBER: 191036756 BUSINESS ADDRESS: STREET 1: 1099 18TH STREET, SUITE 1200 CITY: DENVER STATE: CO ZIP: 80202-1955 BUSINESS PHONE: 303 452 5603 MAIL ADDRESS: STREET 1: 1099 18TH STREET, SUITE 1200 CITY: DENVER STATE: CO ZIP: 80202-1955 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: APC Midstream Holdings, LLC CENTRAL INDEX KEY: 0001601306 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35753 FILM NUMBER: 191036757 BUSINESS ADDRESS: STREET 1: 1201 LAKE ROBBINS DRIVE CITY: THE WOODLANDS STATE: TX ZIP: 77380 BUSINESS PHONE: 832-636-1000 MAIL ADDRESS: STREET 1: 1201 LAKE ROBBINS DRIVE CITY: THE WOODLANDS STATE: TX ZIP: 77380 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WGR Asset Holding Co LLC CENTRAL INDEX KEY: 0001771584 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35753 FILM NUMBER: 191036758 BUSINESS ADDRESS: STREET 1: 1201 LAKE ROBBINS DRIVE CITY: THE WOODLANDS STATE: TX ZIP: 77380 BUSINESS PHONE: 832-636-1000 MAIL ADDRESS: STREET 1: 1201 LAKE ROBBINS DRIVE CITY: THE WOODLANDS STATE: TX ZIP: 77380 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kerr-McGee Worldwide Corp CENTRAL INDEX KEY: 0001699285 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35753 FILM NUMBER: 191036759 BUSINESS ADDRESS: STREET 1: 1201 LAKE ROBBINS DRIVE CITY: THE WOODLANDS STATE: TX ZIP: 77380 BUSINESS PHONE: 832-636-1000 MAIL ADDRESS: STREET 1: 1201 LAKE ROBBINS DRIVE CITY: THE WOODLANDS STATE: TX ZIP: 77380 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Anadarko E&P Onshore LLC CENTRAL INDEX KEY: 0001570991 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35753 FILM NUMBER: 191036760 BUSINESS ADDRESS: STREET 1: 1201 LAKE ROBBINS DRIVE CITY: THE WOODLANDS STATE: TX ZIP: 77380 BUSINESS PHONE: 832-636-1000 MAIL ADDRESS: STREET 1: 1201 LAKE ROBBINS DRIVE CITY: THE WOODLANDS STATE: TX ZIP: 77380 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Western Midstream Partners, LP CENTRAL INDEX KEY: 0001423902 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 261075656 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1201 LAKE ROBBINS DRIVE CITY: THE WOODLANDS STATE: TX ZIP: 77380-7046 BUSINESS PHONE: 832-636-1000 MAIL ADDRESS: STREET 1: 1201 LAKE ROBBINS DRIVE CITY: THE WOODLANDS STATE: TX ZIP: 77380-7046 FORMER COMPANY: FORMER CONFORMED NAME: Western Gas Equity Partners, LP DATE OF NAME CHANGE: 20121023 FORMER COMPANY: FORMER CONFORMED NAME: WGR Holdings LLC DATE OF NAME CHANGE: 20080115 3 1 form3.xml X0206 3 2019-08-08 0 0001423902 Western Midstream Partners, LP WES 0000797468 OCCIDENTAL PETROLEUM CORP /DE/ 5 GREENWAY PLAZA SUITE 110 HOUSTON TX 77046 true 0000773910 ANADARKO PETROLEUM CORP 1201 LAKE ROBBINS DR. THE WOODLANDS TX 77380 true 0000856716 WESTERN GAS RESOURCES INC 1201 LAKE ROBBINS DRIVE THE WOODLANDS TX 77380 true 0001601306 APC Midstream Holdings, LLC 1201 LAKE ROBBINS DRIVE THE WOODLANDS TX 77380 true 0001771584 WGR Asset Holding Co LLC 1201 LAKE ROBBINS DRIVE THE WOODLANDS TX 77380 true 0001699285 Kerr-McGee Worldwide Corp 1201 LAKE ROBBINS DRIVE THE WOODLANDS TX 77380 true 0001570991 Anadarko E&P Onshore LLC 1201 LAKE ROBBINS DRIVE THE WOODLANDS TX 77380 true Common Units representing limited partner interests 251197617 I See Footnotes For the reasons discussed in the Remarks below, this and a separate Form 3 filed today are being jointly submitted by Occidental Petroleum Corporation ("Occidental"), Oxy USA Inc. ("Oxy USA"), Occidental Permian Manager LLC ("OPM"), OXY Oil Partners, Inc. ("OOP"), Occidental Permian Ltd. ("OPL"), Baseball Merger Sub 2, Inc. ("BMS"), Anadarko Petroleum Corporation ("Anadarko"), Western Gas Resources, Inc. ("WGR"), APC Midstream Holdings, LLC ("AMH"), WGR Asset Holding Company LLC ("WGRAH"), Kerr-McGee Worldwide Corporation ("KWC") and Anadarko E&P Onshore LLC ("AE&P"). Oxy USA is a wholly owned subsidiary of Occidental. Oxy USA owns 100% of the outstanding membership interests of OPM and 100% of the common stock of OOP. OOP is the limited partner of OPL holding 98% of its partnership interests. OPM is the general partner of OPL, owning 2% of its outstanding partnership interests. OPL owns 100% of the outstanding common stock of BMS. Anadarko is a wholly owned subsidiary of BMS. Anadarko owns 100% of Anadarko Holding Company ("AHC"), owns, directly and indirectly, 100% of the common stock of WGR and Kerr-McGee Corporation ("KMG"), and indirectly owns 100% of the outstanding membership interests in Anadarko Consolidated Holdings LLC ("ACH"). WGR is the sole member of AMH, which is the sole member of WGRAH. KMG and AHC together own 100% of the common stock of KWC. ACH is the sole member of AE&P. Accordingly, Oxy USA, OPM, OOP, OPL, BMS, Anadarko, WGR, AMH, WGRAH, KWC and AE&P are all direct or indirect wholly owned subsidiaries of Occidental. Western Midstream Holdings, LLC (the "General Partner") is the 0% non-economic general partner of Western Midstream Partners, LP (the "Issuer"). WGR is the sole member of the General Partner. The Common Units of the Issuer are held by WGR (170,380,161), AMH (24,771,550), WGRAH (38,139,260), KWC (684,922) and AE&P (17,221,724). On August 8, 2019, pursuant to the terms of the Agreement and Plan of Merger, dated May 9, 2019, by and among Anadarko, Occidental and Baseball Merger Sub 1, Inc., an indirect, wholly owned subsidiary of Occidental ("Merger Subsidiary"), Occidental completed its previously announced acquisition of Anadarko, the indirect general partner and majority unitholder of the Issuer, through the merger of Merger Subsidiary with and into Anadarko (the "Merger"), with Anadarko surviving and continuing as the surviving corporation in the Merger. As a result of the Merger, Anadarko became an indirect, wholly owned subsidiary of Occidental. Because an electronically filed joint filing is limited to a maximum of ten reporting persons, this Form 3 is one of two filed today reporting on the same class of securities of the same Issuer by the joint filers named in footnote 1 above. Each Form 3 will be filed by Occidental. /s/ Nicole E. Clark of Occidental Petroleum Corporation 2019-08-19 /s/ Nicole E. Clark of Anadarko Petroleum Corporation 2019-08-19 /s/ Nicole E. Clark of Western Gas Resources, Inc. 2019-08-19 /s/ Nicole E. Clark of APC Midstream Holdings, LLC 2019-08-19 /s/ Nicole E. Clark of WGR Asset Holding Company LLC 2019-08-19 /s/ Nicole E. Clark of Kerr-McGee Worldwide Corporation 2019-08-19 /s/ Nicole E. Clark of Anadarko E&P Onshore LLC 2019-08-19