UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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) November 16, 2007

 

MARKWEST HYDROCARBON, INC.

 (Exact name of registrant as specified in its charter)

 

 

Registrant’s telephone number, including area code: 303-925-9200

 

Not Applicable

(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)

x   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 1.01.   Entry into a Material Definitive Agreement.

                On November 16, 2007, MarkWest Energy Appalachia, L.L.C., a wholly-owned subsidiary of MarkWest Hydrocarbon, Inc. (the “Company”) entered into a set of Agreements, including the amendment and termination of previous agreements (collectively “the Agreements”) with Equitable Production Company and Equitable Gathering, LLC (“Equitable”).  The Agreements modify and extend the NGL transportation, fractionation and marketing arrangements between the Company and Equitable through March 31, 2015, and through expansion of processing facilities, will accommodate increases in NGL production from operations owned or controlled by Equitable, and the concomitant expansion of fractionation capacity by the Company of its Siloam fractionation facility.  As part of the restructuring of the NGL transportation, fractionation and marketing arrangements between the parties, the Agreements also provide for Equitable’s acquisition of the Company’s Maytown gas processing facilities located near Langley, Kentucky.  The agreement also provides for the termination of the Company’s 1999 NGL pipeline lease agreement with Equitable and the settlement of claims between the parties.  MarkWest is planning to spend approximately $20 million for expansion of its Siloam fractionation capacity and related facilities in support of the Agreements and other internal expansion projects,

 

Item 1.02.   Termination of a Material Definitive Agreement.

 

                The information filed in Item 1.01 above is incorporated by reference herein.

 

Item 2.05.   Costs Associated with Exit or Disposal Activities.

 

                The information filed in Item 1.01 above is incorporated by reference herein.

 

                The costs associated with the transfer of the Maytown plant and the termination of the 1999 NGL pipeline lease agreement will result in a charge of approximately $6.1 million to the Company.

 

 

 

 

Cautionary Statements

                This filing includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  All statements other than statements of historical facts included or incorporated herein may constitute forward-looking statements.  Actual results could vary significantly from those expressed or implied in such statements and are subject to a number of risks and uncertainties.  Although we believe that the expectations reflected in the forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct.  The forward-looking statements involve risks and uncertainties that affect our operations, financial performance and other factors as discussed in our filings with the Securities and Exchange Commission.  Among the factors that could cause results to differ materially are those risks discussed in our Form 10-K/A for the year ended December 31, 2006, as filed with the SEC.  You are urged to carefully review and consider the cautionary statements and other disclosures made in those filings, specifically those under the heading “Risk Factors.”  We do not undertake any duty to update any forward-looking statement.

 

                Although we believe that the expectations reflected in the forward-looking statements, specifically those including those referring to future performance, growth, cash flow, operating income, distributable cash flow (DCF), distributions, or other factors, are reasonable, these forward-looking statements are not guarantees of future performance and we can give no assurance that such expectations will prove to be correct and that projected performance or distributions may not be achieved.  Among the factors that could cause results to differ materially are those risks discussed in our Form S-1, as amended, our Annual Report on Form 10-K/A for the year ended December 31, 2006, and our Quarterly Reports on Form 10-Q, as amended, each as

 

 

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filed with the SEC.  You are also urged to carefully review and consider the cautionary statements and other disclosures, including those under the heading “Risk Factors,” made in those filings, which identify and discuss significant risks, uncertainties and various other factors that could cause actual results to vary significantly from those expressed or implied in the forward-looking statements.  We do not undertake any duty to update any forward-looking statement.

 

                MarkWest Energy Partners and MarkWest Hydrocarbon filed a preliminary joint proxy statement/prospectus and other documents with the Securities and Exchange Commission (the “SEC”) in relation to the merger transaction announced on September 5, 2007.  Investors and security holders are urged to read these documents carefully because they contain important information regarding MarkWest Energy Partners, MarkWest Hydrocarbon, and the transaction. A definitive joint proxy statement/prospectus will be sent to security holders of MarkWest Energy Partners and MarkWest Hydrocarbon seeking their approval of the transactions contemplated by the redemption and merger agreement. Investors and security holders may obtain a free copy of the joint proxy statement/prospectus and other documents containing information about MarkWest Energy Partners and MarkWest Hydrocarbon, without charge, at the SEC’s website at www.sec.gov. Copies of the joint proxy statement/prospectus and the SEC filings that will be incorporated by reference in the joint proxy statement/prospectus may also be obtained free of charge by directing a request to the entities’ investor relations department at 866-858-0482, or by accessing the companies’ website at www.markwest.com.

 

                MarkWest Energy Partners, MarkWest Hydrocarbon, the officers and directors of the general partner of MarkWest Energy Partners, and the officers and directors of MarkWest Hydrocarbon may be deemed to be participants in the solicitation of proxies from their security holders. Information about these persons can be found in the Annual Report on Form 10-K/A for the year ended December 31, 2006, for each of MarkWest Energy Partners and MarkWest Hydrocarbon, as filed with the SEC, and additional information about such persons may be obtained from the joint proxy statement/prospectus when it becomes available.

 

                This document shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.

 

 

 

 

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SIGNATURE

 

                Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	MARKWEST HYDROCARBON, INC.
	(Registrant)
Date: November 21, 2007	By:	/s/ NANCY K. BUESE
		Nancy K. Buese Senior Vice President and Chief Financial Officer

 

 

 

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