UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
ý | Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2003. |
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o | Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to . |
Commission File Number 001-31239
MARKWEST ENERGY PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
Delaware |
| 27-0005456 |
(State or other jurisdiction of |
| (I.R.S. Employer |
155 Inverness Drive West, Suite 200, Englewood, CO 80112-5000 |
(Address of principal executive offices) |
Registrant’s telephone number, including area code: 303-290-8700
Securities registered pursuant to Section 12(b) of the Act: Common Units, $0.01 par value, American Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes ý No o
The aggregate market value of Common Units held by non-affiliates of the registrant on June 30, 2003, was approximately $84,356,000.
As of March 4, 2004, the number of the registrant’s Common Units and Subordinated Units were 3,997,502 and 3,000,000, respectively.
DOCUMENTS INCORPORATED BY REFERENCE
None.
MarkWest Energy Partners, L.P.
Form 10-K/A
Table of Contents
PART IV |
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Exhibits, Financial Statement Schedules, and Reports on Form 8-K |
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EXPLANATORY NOTE
This amended annual report on Form 10-K/A is filed solely to correct the references to a quarterly report on Form 10-Q contained in the Edgar version of the Certifications originally filed as Exhibits 31.1, 31.2 and 31.3 to the Form 10-K. The proper reference to the annual report on Form 10-K, which was included in the manually signed versions of the Certifications, is included in the Certifications filed herewith.
Other than the changes to such Exhibits noted above and conforming changes to the Exhibit Index and the Exhibit List contained in Item 15(a)(3), this amended annual report on Form 10-K/A contains no changes to the annual report previously filed with the Commission.
The information contained in this amended annual report on Form 10-K/A has not been updated to reflect events and circumstances occurring since its original filing. Such matters have been or will be addressed in reports filed with the Commission (other than this amended report) subsequent to the date of the original filing of MarkWest Energy’s annual report on Form 10-K. Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, MarkWest Energy has set forth the complete text of each item of its originally filed annual report on Form 10-K affected by this amendment.
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ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this report:
(1) Financial Statements:
You should read the Index to Consolidated and Combined Financial Statements included in Item 8 of this Form 10-K for a list of all financial statements filed as a part of this report, which is incorporated herein by reference.
(2) Financial Statement Schedules: None required.
(3) Exhibits:
Exhibit Number |
| Description |
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2.1 (3) |
| Purchase Agreement dated as of March 24, 2003, among PNG Corporation, Energy Spectrum Partners LP, MarkWest Energy GP, L.L.C., MW Texas Limited, L.L.C. and MarkWest Energy Partners, L.P. |
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2.2 (3) |
| Plan of Merger entered into as of March 28, 2003, by and among MarkWest Blackhawk L.P., MarkWest Pinnacle L.P., MarkWest PNG Utility L.P., MarkWest Texas PNG Utility L.P., Pinnacle Natural Gas Company, Pinnacle Pipeline Company, PNG Transmission Company and Bright Star Gathering, Inc. |
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2.3 (4) |
| Asset Purchase and Sale Agreement dated as of November 18, 2003, by and between American Central Western Oklahoma Gas Company, L.L.C., MarkWest Western Oklahoma Gas Company, L.L.C. and American Central Gas Technologies, Inc. |
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2.4 (5) |
| Purchase and Sale Agreement, dated as of November 7, 2003, by and between Shell Pipeline Company, LP and Equilon Enterprises L.L.C., dba Shell Oil Products US, and MarkWest Michigan Pipeline Company, L.L.C. |
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3.1 (1) |
| Certificate of Limited Partnership of MarkWest Energy Partners, L.P. |
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3.2 (6) |
| Amended and Restated Agreement of Limited Partnership of MarkWest Energy Partners, L.P., dated as of May 24, 2002. |
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3.3 (1) |
| Certificate of Formation of MarkWest Energy Operating Company, L.L.C. |
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3.4 (6) |
| Amended and Restated Limited Liability Company Agreement of MarkWest Energy Operating Company, L.L.C., dated as of May 24, 2002. |
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3.5 (1) |
| Certificate of Formation of MarkWest Energy GP, L.L.C. |
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3.6 (6) |
| Amended and Restated Limited Liability Company Agreement of MarkWest Energy GP, L.L.C., dated as of May 24, 2002. |
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4.1 (7) |
| Purchase Agreement dated as of June 13, 2003, by and among MarkWest Energy Partners, L.P. and Tortoise Capital Advisors, LLC as attorney-in-fact for the Purchasers. |
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Exhibit Number |
| Description | |
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| 4.2 (7) |
| Registration Rights Agreement dated as of June 13, 2003, by and among MarkWest Energy Partners, L.P. and Tortoise Capital Advisors, LLC as attorney-in-fact for the Purchasers. |
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| 10.1 (4) |
| Credit Agreement dated as of May 20, 2002, among MarkWest Energy Operating Company, L.L.C (as the Borrower), MarkWest Energy Partners, L.P. (as a Guarantor), and various lenders. |
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| 10.2 (4) |
| Amended and Restated Credit Agreement dated as of December 1, 2003, among MarkWest Energy Operating Company, L.L.C., as Borrower, MarkWest Energy Partners, L.P., as Guarantor, Royal Bank of Canada, as Administrative Agent, Bank One, NA, as Syndication Agent, and Fortis Capital Corp., as Documentation Agent, to the $140,000,000 Senior Credit Facility. |
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| 10.3 (6) |
| Contribution, Conveyance and Assumption Agreement dated as of May 24, 2002, among MarkWest Energy Partners, L.P.; MarkWest Energy Operating Company, L.L.C.; MarkWest Energy GP, L.L.C.; MarkWest Michigan, Inc.; MarkWest Energy Appalachia, L.L.C.; West Shore Processing Company, L.L.C.; Basin Pipeline, L.L.C.; and MarkWest Hydrocarbon, Inc. |
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| 10.4 (6) |
| MarkWest Energy GP, L.L.C. Long-Term Incentive Plan. |
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| 10.5 (6) |
| First Amendment to MarkWest Energy Partners, L.P. Long-Term Incentive Plan. |
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| 10.6 (6) |
| Omnibus Agreement dated of May 24, 2002, among MarkWest Hydrocarbon, Inc.; MarkWest Energy GP, L.L.C.; MarkWest Energy Partners, L.P.; and MarkWest Energy Operating Company, L.L.C. |
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| 10.7 (6)+ |
| Fractionation, Storage and Loading Agreement dated as of May 24, 2002, between MarkWest Energy Appalachia, L.L.C. and MarkWest Hydrocarbon, Inc. |
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| 10.8 (6)+ |
| Gas Processing Agreement dated as of May 24, 2002, between MarkWest Energy Appalachia, L.L.C. and MarkWest Hydrocarbon, Inc. |
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| 10.9 (6)+ |
| Pipeline Liquids Transportation Agreement dated as of May 24, 2002, between MarkWest Energy Appalachia, L.L.C. and MarkWest Hydrocarbon, Inc. |
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| 10.10 (6) |
| Natural Gas Liquids Purchase Agreement dated as of May 24, 2002, between MarkWest Energy Appalachia, L.L.C. and MarkWest Hydrocarbon, Inc. |
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| 10.11 (6)+ |
| Gas Processing Agreement (Maytown) dated as of May 28, 2002, between Equitable Production Company and MarkWest Hydrocarbon, Inc. |
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| 10.12 (6) |
| Amendment to Gas Processing Agreement (Maytown) dated as of March 26, 2002, between Equitable Production Company and MarkWest Hydrocarbon, Inc. |
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| 10.13 ** |
| Services Agreement dated as of January 1, 2004 between MarkWest Energy GP, L.L.C. and MarkWest Hydrocarbon, Inc. |
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| 21.1 (8) |
| List of subsidiaries |
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| 23.1** |
| Consent of PricewaterhouseCoopers LLP |
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| 31.1* |
| Chief Executive Officer Certification Pursuant to Section 13a-14 of the Securities Exchange Act |
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Exhibit Number |
| Description | |
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| 31.2* |
| Chief Accounting Officer Certification Pursuant to Section 13a-14 of the Securities Exchange Act |
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| 31.3* |
| Vice President, Treasurer and Secretary Certification Pursuant to Section 13a-14 of the Securities Exchange Act |
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| 32.1** |
| Certification of Chief Executive Officer of the General Partner pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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| 32.2** |
| Certification of Chief Accounting Officer of the General Partner pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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| 32.3** |
| Certification of Vice President, Treasurer and Secretary of the General Partner pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
(1) Incorporated by reference to the Registration Statement (No. 33-81780) on Form S-1, filed January 31, 2002.
(2) Incorporated by reference to previously filed with Amendment No. 6 to Form S-1, (No. 33-81780) filed May 14, 2002.
(3) Incorporated by reference to the Current Report on Form 8-K filed April 14, 2003.
(4) Incorporated by reference to the Current Report on Form 8-K filed December 16, 2003.
(5) Incorporated by reference to the Current Report on Form 8-K filed December 31, 2003.
(6) Incorporated by reference to the Current Report on Form 8-K filed June 7, 2002.
(7) Incorporated by reference to the Current Report on Form 8-K filed June 19, 2003.
(8) Incorporated by reference to the Current Report on Form 8-K, Post effective Amendment No. 1 to Form S-1 (No. 333-111339) filed January 12, 2004.
+ Application has been made to the Securities and Exchange Commission for confidential treatment of certain provisions of these exhibits. Omitted material for which confidential treatment has been requested and has been filed separately with the Securities and Exchange Commission.
* Filed herewith.
** Previously filed.
(b) Reports on Form 8-K
• A Current Report on Form 8-K was filed with the SEC under item 5 of Form 8-K on October 23, 2003 to announce the resignation of John M. Fox, the then Chairman, President and Chief Executive Officer of MarkWest Hydrocarbon and of MarkWest Energy GP, L.L.C., the general partner of the Partnership, as President, effective November 1, 2003, and as Chief Executive Officer effective December 31, 2003, and the appointment of Frank M. Semple in those positions subsequent to Mr. Fox’s resignation.
• A Current Report on Form 8-K was filed with the SEC under item 12 of Form 8-K on November 5, 2003 to announce the Partnership’s consolidated financial results of operations for the quarter ended September 30, 2003.
• A Current Report on Form 8-K was furnished with the SEC under item 2 of Form 8-K on December 16, 2003 to announce the Partnership’s acquisition of certain assets of American Central Western Oklahoma Gas Company, L.L.C.
• A Current Report on Form 8-K was furnished with the SEC under item 9 of Form 8-K on December 19, 2003 to announce the Partnership’s filing of a Registration Statement on Form S-1 containing financial information with respect to its recent acquisitions of (i) substantially all of the assets of American Central Western Oklahoma Gas Company, L.L.C., which closed on December 1, 2003, and (ii) the Michigan crude gathering pipeline assets from a subsidiary of Shell, which closed on December 18, 2003.
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• A Current Report on Form 8-K/A was filed with the SEC under items 2 and 7 of Form 8-K on December 16, 2003 to announce the Partnership’s acquisition of certain assets of American Central Western Oklahoma Gas Company, L.L.C. Included with the Form 8-K were certain audited financial statements of American Central Western Oklahoma Gas Company, L.L.C. and related pro forma financial information.
• A Current Report on Form 8-K was filed with the SEC under items 2 and 7 of Form 8-K on December 31, 2003 to announce the Partnership’s acquisition of certain assets of the Michigan Crude Oil Pipeline System from Shell Pipeline Company, LP and Equilon Enterprises, LLC (dba Shell Oil Products US). Included with the Form 8-K were certain audited financial statements of the Michigan Crude Oil Pipeline System and related pro forma financial information.
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Pursuant to the requirements of section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
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| MarkWest Energy Partners, L.P. |
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| (Registrant) |
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| By: MarkWest Energy GP, L.L.C., |
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| Its General Partner |
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Date: April 6, 2004 | By: | /S/FRANK M. SEMPLE |
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| Frank M. Semple |
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| President and Chief Executive Officer |
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| (Principal Executive Officer) |
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Exhibit Number |
| Exhibit Index |
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2.1 (3) |
| Purchase Agreement dated as of March 24, 2003, among PNG Corporation, Energy Spectrum Partners LP, MarkWest Energy GP, L.L.C., MW Texas Limited, L.L.C. and MarkWest Energy Partners, L.P. |
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2.2 (3) |
| Plan of Merger entered into as of March 28, 2003, by and among MarkWest Blackhawk L.P., MarkWest Pinnacle L.P., MarkWest PNG Utility L.P., MarkWest Texas PNG Utility L.P., Pinnacle Natural Gas Company, Pinnacle Pipeline Company, PNG Transmission Company and Bright Star Gathering, Inc. |
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2.3 (4) |
| Asset Purchase and Sale Agreement dated as of November 18, 2003, by and between American Central Western Oklahoma Gas Company, L.L.C., MarkWest Western Oklahoma Gas Company, L.L.C. and American Central Gas Technologies, Inc. |
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|
2.4 (5) |
| Purchase and Sale Agreement, dated as of November 7, 2003, by and between Shell Pipeline Company, LP and Equilon Enterprises L.L.C., dba Shell Oil Products US, and MarkWest Michigan Pipeline Company, L.L.C. |
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|
3.1 (1) |
| Certificate of Limited Partnership of MarkWest Energy Partners, L.P. |
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3.2 (6) |
| Amended and Restated Agreement of Limited Partnership of MarkWest Energy Partners, L.P., dated as of May 24, 2002. |
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3.3 (1) |
| Certificate of Formation of MarkWest Energy Operating Company, L.L.C. |
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3.4 (6) |
| Amended and Restated Limited Liability Company Agreement of MarkWest Energy Operating Company, L.L.C., dated as of May 24, 2002. |
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3.5 (1) |
| Certificate of Formation of MarkWest Energy GP, L.L.C. |
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3.6 (6) |
| Amended and Restated Limited Liability Company Agreement of MarkWest Energy GP, L.L.C., dated as of May 24, 2002. |
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4.1 (7) |
| Purchase Agreement dated as of June 13, 2003, by and among MarkWest Energy Partners, L.P. and Tortoise Capital Advisors, LLC as attorney-in-fact for the Purchasers. |
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4.2 (7) |
| Registration Rights Agreement dated as of June 13, 2003, by and among MarkWest Energy Partners, L.P. and Tortoise Capital Advisors, LLC as attorney-in-fact for the Purchasers. |
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10.1 (4) |
| Credit Agreement dated as of May 20, 2002, among MarkWest Energy Operating Company, L.L.C (as the Borrower), MarkWest Energy Partners, L.P. (as a Guarantor), and various lenders. |
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10.2 (4) |
| Amended and Restated Credit Agreement dated as of December 1, 2003, among MarkWest Energy Operating Company, L.L.C., as Borrower, MarkWest Energy Partners, L.P., as Guarantor, Royal Bank of Canada, as Administrative Agent, Bank One, NA, as Syndication Agent, and Fortis Capital Corp., as Documentation Agent, to the $140,000,000 Senior Credit Facility. |
8
Exhibit Number |
| Exhibit Index | |
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| 10.3 (6) |
| Contribution, Conveyance and Assumption Agreement dated as of May 24, 2002, among MarkWest Energy Partners, L.P.; MarkWest Energy Operating Company, L.L.C.; MarkWest Energy GP, L.L.C.; MarkWest Michigan, Inc.; MarkWest Energy Appalachia, L.L.C.; West Shore Processing Company, L.L.C.; Basin Pipeline, L.L.C.; and MarkWest Hydrocarbon, Inc. |
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| 10.4 (6) |
| MarkWest Energy GP, L.L.C. Long-Term Incentive Plan. |
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| 10.5 (6) |
| First Amendment to MarkWest Energy Partners, L.P. Long-Term Incentive Plan. |
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| 10.6 (6) |
| Omnibus Agreement dated of May 24, 2002, among MarkWest Hydrocarbon, Inc.; MarkWest Energy GP, L.L.C.; MarkWest Energy Partners, L.P.; and MarkWest Energy Operating Company, L.L.C. |
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| 10.7 (6)+ |
| Fractionation, Storage and Loading Agreement dated as of May 24, 2002, between MarkWest Energy Appalachia, L.L.C. and MarkWest Hydrocarbon, Inc. |
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| 10.8 (6)+ |
| Gas Processing Agreement dated as of May 24, 2002, between MarkWest Energy Appalachia, L.L.C. and MarkWest Hydrocarbon, Inc. |
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| 10.9 (6)+ |
| Pipeline Liquids Transportation Agreement dated as of May 24, 2002, between MarkWest Energy Appalachia, L.L.C. and MarkWest Hydrocarbon, Inc. |
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| 10.10 (6) |
| Natural Gas Liquids Purchase Agreement dated as of May 24, 2002, between MarkWest Energy Appalachia, L.L.C. and MarkWest Hydrocarbon, Inc. |
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| 10.11 (6)+ |
| Gas Processing Agreement (Maytown) dated as of May 28, 2002, between Equitable Production Company and MarkWest Hydrocarbon, Inc. |
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| 10.12 (6) |
| Amendment to Gas Processing Agreement (Maytown) dated as of March 26, 2002, between Equitable Production Company and MarkWest Hydrocarbon, Inc. |
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| 10.13 ** |
| Services Agreement dated as of January 1, 2004 between MarkWest Energy GP, L.L.C. and MarkWest Hydrocarbon, Inc. |
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| 21.1 (8) |
| List of subsidiaries |
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| 23.1** |
| Consent of PricewaterhouseCoopers LLP |
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| 31.1* |
| Chief Executive Officer Certification Pursuant to Section 13a-14 of the Securities Exchange Act |
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| 31.2* |
| Chief Accounting Officer Certification Pursuant to Section 13a-14 of the Securities Exchange Act |
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| 31.3* |
| Vice President, Treasurer and Secretary Certification Pursuant to Section 13a-14 of the Securities Exchange Act |
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| 32.1** |
| Certification of Chief Executive Officer of the General Partner pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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Exhibit Number |
| Exhibit Index |
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32.2** |
| Certification of Chief Accounting Officer of the General Partner pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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32.3** |
| Certification of Vice President, Treasurer and Secretary of the General Partner pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
(1) Incorporated by reference to the Registration Statement (No. 33-81780) on Form S-1, filed January 31, 2002.
(2) Incorporated by reference to previously filed with Amendment No. 6 to Form S-1, (No. 33-81780) filed May 14, 2002.
(3) Incorporated by reference to the Current Report on Form 8-K filed April 14, 2003.
(4) Incorporated by reference to the Current Report on Form 8-K filed December 16, 2003.
(5) Incorporated by reference to the Current Report on Form 8-K filed December 31, 2003.
(6) Incorporated by reference to the Current Report on Form 8-K filed June 7, 2002.
(7) Incorporated by reference to the Current Report on Form 8-K filed June 19, 2003.
(8) Incorporated by reference to the Current Report on Form 8-K, Post effective Amendment No. 1 to Form S-1 (No. 333-111339) filed January 12, 2004.
+ Application has been made to the Securities and Exchange Commission for confidential treatment of certain provisions of these exhibits. Omitted material for which confidential treatment has been requested and has been filed separately with the Securities and Exchange Commission.
* Filed herewith.
** Previously filed.
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