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): December 18, 2007
WESTERN PLAINS ENERGY, L.L.C.
(Exact name of registrant as specified in its charter)
Kansas |
| 0-50714 |
| 48-1247506 |
(State or other jurisdiction of incorporation) |
| (Commission File Number) |
| (IRS Employer Identification No.) |
3022 County Road 18, Oakley, KS 67748
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number including area code: (785) 672-8810
(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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On December 18, 2007, the Board of Managers of Western Plains Energy, L.L.C. (“the Company”) approved two amendments to the Company’s Third Amended and Restated Operating Agreement dated July 7, 2003 (“Operating Agreement”). The first amendment revised Section 4.3 to allow voluntary redemption of membership units by the Company. The second amendment revised Article 10 to allow the Company to issue membership units in uncertificated form. A copy of each amendment is attached to this report as Exhibits 3.1.1 and 3.1.2, respectively, and incorporated herein by reference.
Item 8.01 Other Events
On December 18, 2007, the Board of Managers approved a resolution authorizing a seven (7) for one (1) forward split of the Company’s membership interests to be effective as of a future date to be determined by the Board. Following this membership interest split, the number of outstanding membership interests of the Company will increase from 4,080 to 28,560.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. The following exhibits are furnished with this report:
3.1.1 Section 4.3 of the Operating Agreement, as amended
3.1.2 Article 10 of the Operating Agreement, as amended
Cautionary Statement for Purposes of the “Safe Harbor” Provisions of the Private Securities Litigation Reform Act of 1995.
The matters discussed in this report on Form 8-K, when not historical matters, are forward-looking statements that involve a number of risks and uncertainties that could cause actual results to differ materially from projected results. Such factors include, among others, the willingness and ability of third parties to honor their contractual obligations, the availability of equipment and qualified personnel, the decisions of third parties over which the Company has no control, commodity prices, environmental and government regulations, availability of financing, judicial proceedings, force majeure events, and other risk factors as described from time to time in the Company’s filings with the SEC. Many of these factors are beyond the Company’s ability to control or predict. The Company disclaims any intent or obligation to update its forward-looking statements, whether as a result of receiving new information, the occurrence of future events, or otherwise.
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SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
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| WESTERN PLAINS ENERGY, L.L.C. |
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Date: December 21, 2007 | By: | /s/ Steven R. McNinch |
| Name: | Steven R. McNinch |
| Title: | Chief Executive Officer |
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Exhibit Index
The following is a list of the Exhibits furnished herewith.
Exhibit |
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|
Number |
| Description of Exhibit |
|
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|
3.1.1 |
| Section 4.3 of the Operating Agreement, as amended |
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|
3.1.2 |
| Article 10 of the Operating Agreement, as amended |
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