-----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, GbXuA5hJdx0d3HBw+PhPVJxNA1HmZ2gEYddGua+5U10M7U5DQhayzOWZu2/lZm2o iu7NoQyWS7WGGzIb6/+FcQ== 0001209191-08-036529.txt : 20080611 0001209191-08-036529.hdr.sgml : 20080611 20080611204651 ACCESSION NUMBER: 0001209191-08-036529 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080611 FILED AS OF DATE: 20080611 DATE AS OF CHANGE: 20080611 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Western Gas Partners LP CENTRAL INDEX KEY: 0001414475 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 261075808 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 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 FORMER COMPANY: FORMER CONFORMED NAME: Western Gas Partners DATE OF NAME CHANGE: 20071009 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WGR Holdings LLC CENTRAL INDEX KEY: 0001423902 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34046 FILM NUMBER: 08894305 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 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34046 FILM NUMBER: 08894306 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: 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34046 FILM NUMBER: 08894307 BUSINESS ADDRESS: STREET 1: 1201 LAKE ROBBINS DRIVE CITY: THE WOODLANDS STATE: TX ZIP: 77380-1046 BUSINESS PHONE: 8326367520 MAIL ADDRESS: STREET 1: 1201 LAKE ROBBINS DR. CITY: THE WOODLANDS STATE: TX ZIP: 77380 4 1 h57537_1aww.xml MAIN DOCUMENT DESCRIPTION X0202 4 2008-06-11 0001414475 Western Gas Partners LP WES 0000773910 ANADARKO PETROLEUM CORP 1201 LAKE ROBBINS DR. THE WOODLANDS TX 77380 0 0 1 0 0000856716 WESTERN GAS RESOURCES INC 1201 LAKE ROBBINS DR. THE WOODLANDS TX 77380 0 0 1 0 0001423902 WGR Holdings LLC 1201 LAKE ROBBINS DR. THE WOODLANDS TX 77380 0 0 1 0 Common Units representing limited partner interests 2008-06-11 4 A 0 751625 16.5 A 5725431 I See footnotes (1) and (2) As of June 11, 2008, (i) WGR Holdings, LLC ("WGR Holdings") owns all of the membership interests in the General Partner, (ii) Western Gas Resources, Inc. ("WGR") owns all of the membership interests of WGR Holdings and (iii) Anadarko Petroleum Corp ("Anadarko") owns all of the issued and outstanding shares of common stock of WGR. Accordingly, WGR and Anadarko may be deemed to be indirect beneficial owners of any securities held by WGR Holdings. In connection with the closing of the initial public offering of the Issuer (the "Offering"), the Issuer granted the underwriters a 30-day option to purchase up to an additional 2,812,500 Common Units. Pursuant to that certain Contribution Agreement, dated May 14, 2008, upon the earlier to occur of the expiration of the over-allotment option period or the exercise in full of the over-allotment option, WGR Holdings was to be issued a number of additional Common Units equal to the excess, if any, of (x) 2,812,500 over (y) the aggregate number of Common Units, if any, actually purchased by the underwriters pursuant to the exercise of the over-allotment option. On June 11, 2008, the underwriters exercised the over-allotment option in an amount of 2,060,875 common units, and as such 751,625 Common Units were issued to WGR Holdings. /s/ David L. Siddall, Assistant Secretary of Anadarko Petroleum Corporation 2008-06-11 /s/ David L. Siddall, Assistant Secretary of Western Gas Resources, Inc. 2008-06-11 /s/ David L. Siddall, Assistant Secretary of WGR Holdings, LLC 2008-06-11 -----END PRIVACY-ENHANCED MESSAGE-----