-----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, QGcll2mbI4FuhB+HWNQAV0LM5hZeHxBoW4OHzO7JmXRP9MRNZ5ZOqQ4Yz37zeObm lGOTBi2Vx3U2VVbLi58KQQ== 0001047469-06-009611.txt : 20060714 0001047469-06-009611.hdr.sgml : 20060714 20060714165825 ACCESSION NUMBER: 0001047469-06-009611 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060714 DATE AS OF CHANGE: 20060714 EFFECTIVENESS DATE: 20060714 FILER: 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: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-10389 FILM NUMBER: 06963125 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 DEFA14A 1 a2171906z8-k.htm DEFA14A
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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 14, 2006

WESTERN GAS RESOURCES, INC.
(Exact Name of Registrant as Specified in Charter)

Delaware   1-10389   84-1127613
(State of Other Jurisdiction
of Incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

 

 

 

 

 
1099 18th Street, Suite 1200, Denver, Colorado   80202
(Address of Principal Executive Offices)   (Zip Code)

(303) 452-5603
(Registrant's telephone number, including area code)

N.A.
(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)

ý
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 8.01. Other Events.

        On July 14, 2006, Western Gas Resources, Inc. issued a press release announcing that it will hold a special meeting of its stockholders on August 23, 2006 to vote on the proposed merger of Western with a wholly owned subsidiary of Anadarko Petroleum Corp. and that a record date of July 21, 2006 had been set in connection with the special meeting. The press release is furnished as Exhibit 99.1 to this Form 8-K.


Item 9.01. Financial Statements and Exhibits.

(d)
Exhibits.

        A list of exhibits filed herewith is contained on the Exhibit Index which immediately precedes such exhibits and is incorporated herein by reference.


SIGNATURES

        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.


 

 

WESTERN GAS RESOURCES, INC.
(Registrant)

Date: July 14, 2006

 

By:

 

/s/  
WILLIAM J. KRYSIAK      
Name: William J. Krysiak
Title: Executive Vice President and Chief Financial Officer


EXHIBIT INDEX

Exhibit Number
  Description
99.1   Press release, dated July 14, 2006, announcing special meeting date for stockholder vote on merger agreement.



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SIGNATURES
EXHIBIT INDEX
EX-99.1 2 a2171906zex-99_1.htm EX-99-1
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Exhibit 99.1


WESTERN GAS RESOURCES, INC.
SETS SPECIAL MEETING DATE FOR STOCKHOLDER VOTE
ON MERGER AGREEMENT

        DENVER, July 14, 2006. Western Gas Resources, Inc. (NYSE:WGR) ("Western") today announced that it will hold a special meeting of its stockholders on August 23, 2006 at 9:00 a.m. MDT at the Westin Tabor Center, 1672 Lawrence Street, Denver, Colorado to vote on the proposed merger of Western with a wholly owned subsidiary of Anadarko Petroleum Corp. ("Anadarko"). Stockholders who hold shares of Western common stock at the close of business on the record date of July 21, 2006 will be entitled to vote on the proposed merger.

        On June 23, 2006, Western announced that its Board of Directors had unanimously approved an all-cash proposal of $61.00 per common share to merge with a wholly owned subsidiary of Anadarko. The merger agreement and the merger are described in Western's preliminary proxy statement, which was filed with the Securities and Exchange Commission ("SEC") on July 7, 2006. The definitive proxy statement will be filed with the SEC and mailed to stockholders shortly. A copy of the preliminary proxy statement (and, when filed, the definitive proxy statement) and all attachments can be obtained at www.sec.gov and can also be viewed on Western's website at www.westerngas.com.

        The merger is subject to approval by Western's stockholders, the timely receipt of necessary regulatory and governmental approvals and the satisfaction of customary closing conditions. The merger will be completed as soon as practicable following satisfaction of these conditions, which could be as early as the end of August 2006.

        Company Description.    Western is an independent natural gas explorer, producer, gatherer, processor, transporter and energy marketer. The Company's producing properties are located primarily in Wyoming, including the developing Powder River Basin coal bed methane play, where Western is a leading acreage holder and producer, and the rapidly growing Pinedale Anticline. The Company also owns and operates natural gas gathering, processing and treating facilities in major gas-producing basins in the Rocky Mountain, Mid-Continent and West Texas regions of the United States. For additional Company information, visit Western's web site at www.westerngas.com.

        This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the completion of the merger transaction with Anadarko. Although the Company believes that its expectations are based on reasonable assumptions, Western can give no assurances that its goals will be achieved. These statements are subject to numerous risks and uncertainties, which may cause actual results to differ materially. These risks and uncertainties include, among other things, approval by Western's stockholders, the satisfaction of customary closing conditions, government regulation or approvals, and other factors as discussed in the Company's 10-K and 10-Q Reports and other filings with the SEC.

Investor Contact:   Ron Wirth, Director of Investor Relations
(800) 933-5603 or (303) 252-6090
Email: rwirth@westerngas.com



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WESTERN GAS RESOURCES, INC. SETS SPECIAL MEETING DATE FOR STOCKHOLDER VOTE ON MERGER AGREEMENT
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