-----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, Q3omTQb7tgfM+57N8ZXEyJfGW3Xp8HsOLOfCDc4Zj7C2dSkDJ1qvX/hu3bO723TJ 07cdEqYjaLjOm1N/i19sVA== 0000899140-05-000405.txt : 20050425 0000899140-05-000405.hdr.sgml : 20050425 20050425162851 ACCESSION NUMBER: 0000899140-05-000405 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20050425 DATE AS OF CHANGE: 20050425 GROUP MEMBERS: DANIEL S. LOEB SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WESTERN GAS RESOURCES INC CENTRAL INDEX KEY: 0000856716 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS DISTRIBUTION [4924] IRS NUMBER: 841127613 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-40571 FILM NUMBER: 05770373 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Third Point LLC CENTRAL INDEX KEY: 0001040273 IRS NUMBER: 133922602 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 12 EAST 49TH ST STREET 2: 28TH FL CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2122247400 MAIL ADDRESS: STREET 1: 12 EAST 49TH ST STREET 2: 28TH FL CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: THIRD POINT MANAGEMENT CO LLC DATE OF NAME CHANGE: 19970602 SC 13D 1 t2846930b.txt INITIAL FILING ON SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934* Western Gas Resources, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.10 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 958259103 - -------------------------------------------------------------------------------- (CUSIP Number of Class of Securities) Daniel S. Loeb Third Point LLC 360 Madison Avenue, 24th Floor New York, NY 10017 (212) 224-7400 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copies to: Jack H. Nusbaum, Esq. Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, NY 10019-6099 (212) 728-8000 April 14, 2005 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Schedule) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: [ ] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D - ------------------- ------------------ CUSIP No. 958259103 Page 2 of 10 Pages - ------------------- ------------------ - ----------- -------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Daniel S. Loeb - ----------- -------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - ----------- -------------------------------------------------------------------- 3 SEC USE ONLY - ----------- -------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - ----------- -------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ----------- -------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - --------------------- --------- ------------------------------------------------ 7 SOLE VOTING POWER 0 --------- ------------------------------------------------ NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 4,400,000 OWNED BY --------- ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 0 --------- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 4,400,000 - ----------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 4,400,000 - ----------- -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ----------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.93% - ----------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - ----------- -------------------------------------------------------------------- SCHEDULE 13D - ------------------- ------------------ CUSIP No. 958259103 Page 3 of 10 Pages - ------------------- ------------------ - ----------- -------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Third Point LLC I.D. #13-3922602 - ----------- -------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - ----------- -------------------------------------------------------------------- 3 SEC USE ONLY - ----------- -------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - ----------- -------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ----------- -------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - --------------------- --------- ------------------------------------------------ 7 SOLE VOTING POWER 0 --------- ------------------------------------------------ NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 4,400,000 OWNED BY --------- ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 0 --------- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 4,400,000 - ----------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 4,400,000 - ----------- -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ----------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.93% - ----------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO - ----------- -------------------------------------------------------------------- This Schedule 13D is being filed on behalf of Third Point LLC, a Delaware limited liability company (the "Management Company"), and Daniel S. Loeb, an individual ("Mr. Loeb" and, together with the Management Company, the "Reporting Persons"). This Schedule 13D relates to the common stock, par value $0.10 per share, of Western Gas Resources, Inc., a Delaware corporation (the "Company"). Unless the context otherwise requires, references herein to the "Common Stock" are to such common stock of the Company. The Management Company is the investment manager or adviser to a variety of hedge funds and managed accounts (such funds and accounts, collectively, the "Funds"). The Funds directly own the Common Stock to which this Schedule 13D relates, and the Reporting Persons may be deemed to have beneficial ownership over such Common Stock by virtue of the authority granted to them by the Funds to vote and to dispose of the securities held by the Funds, including the Common Stock. Item 1. Security and Issuer. This statement on Schedule 13D relates to the Common Stock of the Company, and is being filed pursuant to Rules 13d-1 and 13d-5 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The address of the principal executive offices of the Company is 1099 18th Street, Suite 1200, Denver, Colorado 80202. Item 2. Identity and Background. (a) This statement is filed by the Reporting Persons. Daniel S. Loeb is the managing member of the Management Company and controls the Management Company's business activities. The Management Company is organized as a limited liability company under the laws of the State of Delaware. (b) The address of the principal business and principal office of the Management Company and Mr. Loeb is 360 Madison Avenue, 24th Floor, New York, NY 10017. (c) The principal business of the Management Company is to serve as investment manager or adviser to the Funds, and to control the investing and trading in securities of the Funds. The principal business of Mr. Loeb is to act as the managing member of the Management Company. (d) None of the Reporting Persons, nor, to the best of their knowledge, any of their directors, executive officers, general partners or members has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of the Reporting Persons, nor, to the best of their knowledge, any of their directors, executive officers, general partners or members has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Mr. Loeb is a United States citizen. Item 3. Source and Amount of Funds or Other Consideration. The Funds expended an aggregate of approximately $155,428,171.30 of their own investment capital to acquire the 4,400,000 shares of Common Stock held by them (the "Shares"). The Shares were acquired in open market purchases. The Funds effect purchases of securities primarily through margin accounts maintained for them with Bear, Stearns Securities Corp. and Goldman, Sachs & Co., which may extend margin credit to the Funds as and when required to open or carry positions in the margin accounts, subject to applicable Federal margin regulations, stock exchange rules and the firm's credit policies. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the accounts. Item 4. Purpose of Transaction. The purpose of the acquisition of the Shares by the Funds is for investment. The Reporting Persons may cause the Funds to make further acquisitions of Common Stock from time to time or to dispose of any or all of the shares of Common Stock held by the Funds at any time. The Reporting Persons are engaged in the investment business. In pursuing this business, the Reporting Persons analyze the operations, capital structure and markets of companies, including the Company, on a continuous basis through analysis of documentation and discussions with knowledgeable industry and market observers and with representatives of such companies (often at the invitation of management). From time to time, one or more of the Reporting Persons may hold discussions with third parties or with management of such companies in which the Reporting Persons may suggest or take a position with respect to potential changes in the operations, management or capital structure of such companies as a means of enhancing shareholder value. Such suggestions or positions may relate to one or more of the transactions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Exchange Act, including, without limitation, such matters as disposing of or selling all or a portion of the company or acquiring another company or business, changing operating or marketing strategies, adopting or not adopting certain types of anti-takeover measures and restructuring the company's capitalization or dividend policy. Except as set forth above and in the letter attached hereto as Exhibit 2, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the actions required to be described in Item 4 of Schedule 13D. Each of the Reporting Persons may, at any time, review or reconsider its position with respect to the Company and formulate plans or proposals with respect to any of such matters, but has no present intention of doing so. Item 5. Interest in Securities of the Issuer. (a) As of the date of this Schedule 13D, the Management Company beneficially owns 4,400,000 shares of Common Stock. The Management Company shares voting and dispositive power over such holdings with Mr. Loeb and with the Funds. The Shares represent 5.93% of the 74,203,854 shares of Common Stock outstanding at March 15, 2005 as reported in the Company's annual proxy statement on Schedule 14A, dated April 5, 2005. None of the individual Funds owns a number of shares of Common Stock equal to or greater than 5% of such total Common Stock outstanding. (b) The Management Company and Mr. Loeb share voting and dispositive power over the 4,400,000 shares of Common Stock held directly by the Funds. (c) Schedule A hereto sets forth certain information with respect to transactions by the Funds, at the direction of the Reporting Persons, in the Common Stock during the past sixty days. All of the transactions set forth on Schedule A, except as may be otherwise noted therein, were effected in open market purchases on the New York Stock Exchange through a securities broker. Except as set forth above and on Schedule A, during the last sixty days there were no transactions in the Common Stock effected by the Reporting Persons, nor, to the best of their knowledge, any of their directors, executive officers, general partners or members. (d) Other than the Funds which directly hold the Shares, and except as set forth in this Item 5, no person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the Reporting Persons have entered into an agreement with respect to the joint filing of this statement, and any amendment or amendments hereto. By virtue of the relationships among the Reporting Persons and the Funds, as described in Item 2, the Reporting Persons and the Funds may be deemed to be a "group" under the Federal securities laws. Except as otherwise set forth in this Schedule 13D, each Reporting Person expressly disclaims beneficial ownership of any of the shares of Common Stock beneficially owned by any other Reporting Person or the Funds and the filing of this Statement shall not be construed as an admission, for the purposes of Sections 13(d) and 13(g) or under any provision of the Exchange Act or the rules promulgated thereunder or for any other purpose, that any Reporting Person is a beneficial owner of any such shares. Except as set forth herein, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 or between such persons and any other person with respect to any securities of the Company. Item 7. Material to be Filed as Exhibits. 1. Joint Filing Agreement, dated as of April 25, 2005, by and between the Reporting Persons. 2. Letter from the Management Company to the Chief Executive Officer and President of the Company, dated April 25, 2005. Schedule A ---------- (Transactions by the Funds in Common Stock during the past sixty days) Date Transaction Shares Price Per Share ---- ----------- ------ --------------- 2/24/05 Buy 300,000 34.2609 2/24/05 Buy 25,000 34.3737 2/25/05 Buy 223,000 36.5398 2/28/05 Buy 402,000 37.6058 3/01/05 Buy 200,000 36.3231 3/01/05 Buy 23,600 36.2998 3/02/05 Buy 86,400 36.4038 3/02/05 Buy 200,000 36.3058 3/03/05 Buy 125,000 37.0755 3/03/05 Buy 30,000 36.9979 3/04/05 Buy 200,000 37.6453 3/07/05 Buy 150,000 37.7445 3/07/05 Buy 20,000 37.8508 3/08/05 Buy 215,000 38.0112 3/09/05 Buy 238,000 38.5019 3/09/05 Buy 12,000 38.0700 3/10/05 Buy 60,000 36.4889 3/15/05 Buy 40,000 35.8921 3/15/05 Buy 100,000 36.2556 4/14/05 Buy 100,000 32.0689 4/18/05 Buy 100,000 31.0279 4/19/05 Buy 200,000 32.2051 4/21/05 Buy 55,000 33.4079 4/22/05 Buy 245,000 34.2247 SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: April 25, 2005 THIRD POINT LLC By: /s/ Daniel S. Loeb ------------------------------- Name: Daniel S. Loeb Title: Managing Member /s/ Daniel S. Loeb ------------------------------ Daniel S. Loeb [SIGNATURE PAGE TO SCHEDULE 13D WITH RESPECT TO WESTERN GAS RESOURCES, INC.] EX-1 3 t2846930c.txt JOINT FILING AGREEMENT Exhibit 1 --------- JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1) ---------------------------- The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate. This Agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument. Dated: April 25, 2005 THIRD POINT LLC By: /s/ Daniel S. Loeb ------------------------------- Name: Daniel S. Loeb Title: Managing Member /s/ Daniel S. Loeb ------------------------------ Daniel S. Loeb [JOINT FILING AGREEMENT FOR SCHEDULE 13D WITH RESPECT TO WESTERN GAS RESOURCES, INC.] EX-2 4 t2846930d.txt LETTER Exhibit 2 --------- Third Point LLC 360 Madison Avenue, 24th Floor New York, New York 10017 Tel (212) 224 7400 Fax (212) 224 7401 VIA FACSIMILE & U.S. MAIL April 25, 2004 Mr. Peter A. Dea Chief Executive Officer, President Western Gas Resources, Inc. 1099 18th Street, Suite 1200 Denver, CO 80202 Dear Mr. Dea: We are writing to inform you that certain entities managed by Third Point LLC ("Third Point") have acquired a 5.9% interest in Western Gas Resources, Inc. (the "Company" or "Western"), bringing our holdings to 4,400,000 of the outstanding shares. In addition, we have received early termination of the Hart-Scott-Rodino waiting period based on our filing made on March 22, 2005. In our view, the Company shares, currently at $34.55, trade at a significant discount to the $48+ value estimated by several "street" analysts as well as our own evaluation. We believe this discrepancy exists due to 1) complexity of the Company's integrated asset base and 2) the perception that some exploration projects are value destroying. In light of the value gap that exists between the Company's market value and the intrinsic value of its assets, the most obvious method to maximize shareholder value is some sort of a monetization such as a spin-out or outright sale of the Company's midstream assets, depending on which transaction would generate the higher after-tax return to shareholders. We understand the argument that the midstream assets are of competitive and strategic value to the Company. Thus, we recommend that Western first explore a structure whereby it retains operating control over these assets. For example, several Master Limited Partnerships ("MLP"s) have been created whereby a General Partner ("GP") interest and voting control was retained by the parent, and a limited partner interest ("LP") was sold into the yield-hungry retail capital markets where proceeds were used to either de-lever the parent's balance sheet or repurchase the parent's shares. Our valuation work puts the value of the midstream assets at somewhere between $1.6 and $2.2 billion depending on the transaction considered. Your midstream assets are especially valuable given the basins in which they operate and their growth prospects, indicated by the fact that volumes gathered have increased from 1.2 to 1.4 Tcfe over the last two years. In our meeting April 19th, you mentioned that the Company has been studying and discussing the concept of a spinoff of the midstream assets for "some time." We believe that the time for talk has passed. We must insist that the Company retain a reputable investment banking firm and promptly set forth a plan to monetize the Company's midstream assets. In the near term, we urge the Company to reconsider its capital spending plans, limit the amount of capital spent on exploration and use any excess cash flow generated from the midstream assets to repurchase shares. Assuming the Company can obtain the appropriate "dewaterization" and drilling permits in the Powder River Basin - the Company will have sufficient development projects in this region to ensure growth in reserves. We have not been encouraged by the recent run-up in finding & development costs. According to a press release dated February 17, 2005, $91 million was spent on exploration efforts that yielded 26 Bcfe of proved reserves resulting in a cost of $3.46 per Mcfe. On the other hand, development and completion expenses, which we support in full, yielded 165 Bcfe of proved reserves at a cost of $111 million, or $.67 per Mcfe. Thus the blended F&D cost metric of $1.05 is misleading as it masks expensive and possibly uneconomic exploration activities. According to 2005 Company guidance, the midstream assets should generate approximately $100 million in cash flow after capital expenditures. This excess cash flow should not be used to fund expensive exploration efforts but is better spent on repurchasing stock or aggressively developing the Powder River Basin as permits become available. We have no doubt that production from the Big George will replace declines in the Wyodack once permits are issued and wells have time to dewater - but this requires aggressive capital spending. $5 million wells in the Pinedale Anticline that yield 7-10 Bcfe per well and $300,000 - $500,000 wells in the Big George that yield .5 Bcfe per well are sensible expenditures. Exploration plays that cost $3.46 per Mcfe are not. We are also mystified by the Company's recent entree into fiercely competitive regions in Canada and the opening of a Calgary office. Our own study indicates that most Canadian drilling inventory acreage is tied up. New entrants to the region like Western will be hard pressed to compete with the low cost of capital of income trusts and incumbent exploration companies that are valued as if they will convert their corporate structures into income trusts. Furthermore, two better capitalized US companies, Burlington Resources and Apache, already operate in Canada. Were we in your shoes, we would only consider entering into coal bed methane technology sharing agreements where a limited amount of capital is put up by the Company. Accordingly, we urge the Company to significantly curtail spending on exploration and expansion into Canada and to use cash flow on lower cost, lower risk development of existing inventory and the repurchase of shares. In conclusion, we request that the Board of Directors formulate a plan to address both of these strategic initiatives and report back to the shareholders. We are hopeful that with the Board's collective ownership of over 22% of the Company's shares it will act in the best interest of the shareholders and will promptly initiate the strategic measures we have recommended. Should the Board fail to take concrete steps to close the value gap and maximize shareholder value, we may explore other external alternatives through either a proxy solicitation process or by soliciting bidders for the entire company. Please do not misconstrue our recommendations as a condemnation of management or the Company's Board of Directors. We have high regard for the Company's CEO and respect for the members of the Board and their prior accomplishments in their long and illustrious careers. We are confident that your operating expertise combined with our understanding of equity markets can create significant incremental value for all shareholders in the near and long term. We look forward to hearing what specific steps the Company will take in response to this letter. Very truly yours, Daniel S. Loeb Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----