-----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, MFM5qtz+BYyo9P1jWpEbnP7SCuDVi6lrdQOUKka7W+lqHpNXrQr9y0TOH0zxbkiW a5s/xEkVd1u0IBDLKlfFjg== 0001104659-06-056664.txt : 20060823 0001104659-06-056664.hdr.sgml : 20060823 20060823123639 ACCESSION NUMBER: 0001104659-06-056664 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060823 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060823 DATE AS OF CHANGE: 20060823 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10389 FILM NUMBER: 061050355 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 8-K 1 a06-18512_18k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

 

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):  August 23, 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)

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 8.01.  Other Events.

On August 23, 2006, Western Gas Resources, Inc. issued a press release announcing that its stockholders have voted to adopt the merger agreement with Anadarko Petroleum Corporation (“Anadarko”) and to approve the merger of Western with a subsidiary of Anadarko.  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.

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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: August 23, 2006

By:

/s/ William J. Krysiak

 

 

Name:

William J. Krysiak

 

 

Title:

Executive Vice President and Chief Financial Officer

 

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EXHIBIT INDEX

Exhibit Number

 

Description

99.1

 

Press release, dated August 23, 2006, announcing stockholder approval of merger agreement.

 

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EX-99.1 2 a06-18512_1ex99d1.htm EX-99

 

Exhibit 99.1

WESTERN GAS RESOURCES, INC.
ANNOUNCES STOCKHOLDER APPROVAL OF MERGER AGREEMENT

DENVER, August 23, 2006.  Western Gas Resources, Inc. (NYSE:WGR) (“Western”) today announced that at its special meeting of stockholders held in Denver today, the stockholders voted to adopt the merger agreement with Anadarko Petroleum Corporation (NYSE:APC) (“Anadarko”) and to approve the merger of Western with a subsidiary of Anadarko.

The proposed merger was announced on June 23, 2006, and is expected to be completed immediately following the satisfaction of customary closing conditions set forth in the merger agreement. Under the terms of the merger agreement, Western stockholders will receive $61.00 per share in cash for each share of common stock.

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, the satisfaction of customary closing conditions, and other factors as discussed in the Company’s 10-K and 10-Q Reports and other filings with the SEC.

Investor Contact:

Andrea Brown, Investor Relations Representative

 

(800) 933-5603 or (303) 252-6206

 

Email: abrown@westerngas.com

 

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