-----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, B+dnBH1KhuLsBUT87CITwEQ52yx7MYWVhNIan8eosegKpIfdokT/KJ2Nk0Ajzh7g Ie7swjhuMHxotRHIzPUPpQ== 0000927356-97-000484.txt : 19970506 0000927356-97-000484.hdr.sgml : 19970506 ACCESSION NUMBER: 0000927356-97-000484 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970505 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MARKWEST HYDROCARBON INC CENTRAL INDEX KEY: 0001019756 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS DISTRIBUTION [4924] IRS NUMBER: 841352233 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-21353 FILM NUMBER: 97595409 BUSINESS ADDRESS: STREET 1: 5613 DTC PARKWAY STREET 2: SUITE 400 CITY: ENGLEWOOD STATE: CO ZIP: 80111 BUSINESS PHONE: 3032908700 MAIL ADDRESS: STREET 1: 5613 DTC PARKWAY STREET 2: SUITE 400 CITY: ENGLEWOOD STATE: CO ZIP: 80111 10-K/A 1 AMENDMENT TO THE 10-K ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A [X] Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 [ Fee Required ] for the fiscal year ended December 31, 1996 [ ] Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 [No Fee Required] for the transition period from __________ to ____________ COMMISSION FILE NUMBER 1-11566 MARKWEST HYDROCARBON, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 84-1352233 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 5613 DTC PARKWAY, SUITE 400, ENGLEWOOD, COLORADO 80111 (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: TITLE OF EACH CLASS NAME OF EXCHANGE ON WHICH REGISTERED ------------------- ------------------------------------ Common Stock, $.01 par value Nasdaq National Market 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 X No --- --- The aggregate market value of voting common stock held by non-affiliates of the registrant on March 17, 1997 was $48,695,252. DOCUMENTS INCORPORATED BY REFERENCE The information required by Part III of this Report (Items 10, 11, 12 and 13) is incorporated by reference from the registrant's proxy statement filed pursuant to Regulation 14A with respect to the annual meeting of stockholders scheduled to be held on June 6, 1997. 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. [X] ================================================================================ ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT ITEM 11. EXECUTIVE COMPENSATION ITEM 12. SECURITY OWNERSHIP AND CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Pursuant to instruction G(3) to Form 10-K, Items 10, 11, 12 and 13 are omitted because the Company will file a definitive proxy statement (the "Proxy Statement") pursuant to Regulation 14A under the Securities Exchange Act of 1934 not later than 120 days after the close of the fiscal year. The information required by such Items will be included in the definitive proxy statement to be so filed for the Company's annual meeting of stockholders scheduled for June 6, 1997 and is hereby incorporated by reference. PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a) The following documents are filed as part of this report: (1) Financial Statements: Reference is made to the listing on page 22 for a list of all financial statements filed as a part of this report. (2) Financial Statement Schedules: None required. (3) Exhibits 3.1 Certificate of Incorporation of MarkWest Hydrocarbon, Inc. (Filed as exhibit 3.1 to MarkWest Hydrocarbon, Inc.'s Registration Statement on Form S-1, Registration No. 333-09513 and incorporated herein by reference). 3.2 Bylaws of MarkWest Hydrocarbon, Inc. (Filed as exhibit 3.2 to MarkWest Hydrocarbon, Inc.'s Registration Statement on Form S-1, Registration No. 333-09513 and incorporated herein by reference). 10.1 Amended and Restated Reorganization Agreement made as of August 1, 1996, by and among MarkWest Hydrocarbon, Inc., MarkWest Hydrocarbon Partners, Ltd., MWHC Holding, Inc. RIMCO Associates, Inc. and each of the limited partners of MarkWest Hydrocarbon Partners, Ltd. (Filed as exhibit 10.1 to MarkWest Hydrocarbon, Inc.'s Registration Statement on Form S-1, Registration No. 333-09513 and incorporated herein by reference). 40 10.2 Loan Agreement dated November 20, 1992, among MarkWest Hydrocarbon Partners, Ltd., Norwest Bank Denver, National Association, individually and as Agent, and First American National Bank (Filed as exhibit 10.21 to MarkWest Hydrocarbon, Inc.'s Registration Statement on Form S-1, Registration No. 333-09513 and incorporated herein by reference). 10.3 Modification Agreement, dated July 31, 1996, among MarkWest Hydrocarbon Partners, Ltd., MarkWest Hydrocarbon, Inc., Norwest Bank Colorado, N.A., First American National Bank N M Rothschild and Sons Limited and Norwest (Filed as exhibit 10.2 to MarkWest Hydrocarbon, Inc.'s Registration Statement on Form S-1, Registration No. 333-09513 and incorporated herein by reference). 10.4 Amended and Restated Mortgage, Assignment, Security Agreement and Financing Statement, dated May 2, 1996, between West Shore Processing Company, L.L.C. and Bank of America Illinois (Filed as exhibit 10.3 to MarkWest Hydrocarbon, Inc.'s Registration Statement on Form S-1, Registration No. 333-09513 and incorporated herein by reference). 10.5 Secured Guaranty, dated May 2, 1996, between West Shore Processing Company LLC and Bank of America Illinois (Filed as exhibit 10.4 to MarkWest Hydrocarbon, Inc.'s Registration Statement on Form S-1, Registration No. 333-09513 and incorporated herein by reference). 10.6 Security Agreement, dated May 2, 1996, between West Shore Processing Company L.L.C. and Bank of America Illinois (Filed as exhibit 10.5 to MarkWest Hydrocarbon, Inc.'s Registration Statement on Form S-1, Registration No. 333-09513 and incorporated herein by reference). 10.7 Pledge Agreement, dated May 2, 1996, between West Shore Processing Company, L.L.C. and Bank of America Illinois (Filed as exhibit 10.6 to MarkWest Hydrocarbon, Inc.'s Registration Statement on Form S-1, Registration No. 333-09513 and incorporated herein by reference). 10.8 Participation, Ownership and Operating Agreement for West Shore Processing Company, L.L.C. dated May 2, 1996 (Filed as exhibit 10.7 to MarkWest Hydrocarbon, Inc.'s Registration Statement on Form S-1, Registration No. 333-09513 and incorporated herein by reference). 10.9 Second Amended and Restated Operating Agreement for Basin Pipeline L.L.C., dated May 2, 1996 (Filed as exhibit 10.8 to MarkWest Hydrocarbon, Inc.'s Registration Statement on Form S-1, Registration No. 333-09513 and incorporated herein by reference). 10.10 Subordination Agreement, dated May 2, 1996, among MarkWest Michigan LLC, Bank of America Illinois, West Shore Processing Company, L.L.C., Basin Pipeline L.L.C., Michigan Energy Company, L.L.C. (Filed as exhibit 10.9 to MarkWest Hydrocarbon, Inc.'s Registration Statement on Form S-1, Registration No. 333-09513 and incorporated herein by reference). 10.11 Gas Treating and Processing Agreement, dated May 1, 1996, between West Shore Processing Company, LLC and Shell Offshore, Inc. (Filed as exhibit 10.10 to MarkWest Hydrocarbon, Inc.'s Registration Statement on Form S-1, Registration No. 333-09513 and incorporated herein by reference). 10.12 Gas Gathering, Treating and Processing Agreement, dated May 2, 1996, between Oceana Acquisition Company and West Shore Processing Company, LLC (Filed as exhibit 10.11 to MarkWest Hydrocarbon, Inc.'s Registration Statement on Form S-1, Registration No. 333-09513 and incorporated herein by reference). 10.13 Gas Gathering, Treating and Processing Agreement, dated May 2, 1996, between Michigan Production Company, L.L.C. and West Shore Processing Company, LLC(Filed as exhibit 10.12 to 41 MarkWest Hydrocarbon, Inc.'s Registration Statement on Form S-1, Registration No. 333-09513 and incorporated herein by reference). 10.14 Products Exchange Agreements, dated May 1, 1996, with Ferrellgas, L.P. (Filed as exhibit 10.13 to MarkWest Hydrocarbon, Inc.'s Registration Statement on Form S-1, Registration No. 333-09513 and incorporated herein by reference). 10.15 Gas Processing and Treating Agreement, dated March 29, 1996, between Manistee Gas Limited Liability Company and Michigan Production Company, L.L.C. (Filed as exhibit 10.14 to MarkWest Hydrocarbon, Inc.'s Registration Statement on Form S-1, Registration No. 333-09513 and incorporated herein by reference). 10.16 Processing Agreement (Kenova Processing Plant), dated March 15, 1995, between Columbia Gas Transmission Corporation and MarkWest Hydrocarbon Partners, Ltd. (Filed as exhibit 10.15 to MarkWest Hydrocarbon, Inc.'s Registration Statement on Form S-1, Registration No. 333-09513 and incorporated herein by reference). 10.17 Natural Gas Liquids Purchase Agreement (Cobb Plant), between Columbia Gas Transmission Corporation and MarkWest Hydrocarbon Partners, Ltd. (Filed as exhibit 10.16to MarkWest Hydrocarbon, Inc.'s Registration Statement on Form S-1, Registration No. 333-09513 and incorporated herein by reference). 10.18 Purchase and Demolition Agreement Construction Premises, dated March 15, 1995, between Columbia Gas Transmission Corporation and MarkWest Hydrocarbon Partners, Ltd. (Filed as exhibit 10.17 to MarkWest Hydrocarbon, Inc.'s Registration Statement on Form S-1, Registration No. 333-09513 and incorporated herein by reference). 10.19 Purchase and Demolition Agreement Remaining Premises, dated March 15, 1995, between Columbia Gas Transmission Corporation and MarkWest Hydrocarbon Partners, Ltd. (Filed as exhibit 10.18 to MarkWest Hydrocarbon, Inc.'s Registration Statement on Form S-1, Registration No. 333-09513 and incorporated herein by reference). 10.20 Agreement to Design and Construct New Facilities, dated March 165, 1995, between Columbia Gas Transmission Corporation and MarkWest Hydrocarbon Partners, Ltd. (Filed as exhibit 10.19 to MarkWest Hydrocarbon, Inc.'s Registration Statement on Form S-1, Registration No. 333-09513 and incorporated herein by reference). 10.21 Sales Acknowledgment, dated August 8, 1994, NO. 12577, confirming sale to Ashland Petroleum Company (Filed as exhibit 10.20 to MarkWest Hydrocarbon, Inc.'s Registration Statement on Form S-1, Registration No. 333-09513 and incorporated herein by reference). 10.22 Contract for Construction and Lease of Boldman Plant, dated December 24, 1990, between Columbia Gas Transmission Corporation and MarkWest Hydrocarbon partners, Ltd. (Filed as exhibit 10.22 to MarkWest Hydrocarbon, Inc.'s Registration Statement on Form S-1, Registration No. 333-09513 and incorporated herein by reference). 10.23 Natural Gas Liquids Purchase Agreement (Boldman Plant), dated December 24, 1990, between Columbia Gas Transmission Corporation and MarkWest Hydrocarbon Partners, Ltd. (Filed as exhibit 10.23 to MarkWest Hydrocarbon, Inc.'s Registration Statement on Form S-1, Registration No. 333-09513 and incorporated herein by reference). 10.24 Natural Gas Liquids Purchase Agreement, dated April 26, 1988, between Columbia Gas Transmission Corporation and MarkWest Hydrocarbon Partners, Ltd. (Filed as exhibit 10.24 to 42 MarkWest Hydrocarbon, Inc.'s Registration Statement on Form S-1, Registration No. 333-09513 and incorporated herein by reference). 10.25 1996 Incentive Compensation Plan (Filed as exhibit 10.25 to MarkWest Hydrocarbon, Inc.'s Registration Statement on Form S-1, Registration No. 333-09513 and incorporated herein by reference). 10.26 1996 Stock Incentive Plan (Filed as exhibit 10.26 to MarkWest Hydrocarbon, Inc.'s Registration Statement on Form S-1, Registration No. 333-09513 and incorporated herein by reference). 10.27 1996 Nonemployee Director Stock Option Plan (Filed as exhibit 10.27 to MarkWest Hydrocarbon, Inc.'s Registration Statement on Form S-1, Registration No. 333-09513 and incorporated herein by reference). 10.28 Form of Non-Compete Agreement between John M. Fox and MarkWest Hydrocarbon, Inc. (Filed as exhibit 10.28 to MarkWest Hydrocarbon, Inc.'s Registration Statement on Form S-1, Registration No. 333-09513 and incorporated herein by reference). 10.29 Sales Acknowledgment by Ashland Petroleum, 54 million gallons of Normal Butane, dated September 9, 1996. 10.30 Sales Acknowledgment by Ashland Petroleum, 19.5 million gallons of Isobutane, dated September 9, 1996. 10.31 Pipeline Construction and Operating Agreement between Michigan Production Company, L.L.C. and West Shore Processing Company, L.L.C., dated October 1, 1996. 10.32 Non-Recourse Loan Agreement between Michigan Production Company, L.L.C. and West Shore Processing Company, L.L.C., dated October 1, 1996. 10.33 First Amendment to Participation, Ownership and Operating Agreement for West Shore Processing Company, L.L. C., dated October 1, 1996. 10.34 Option and Agreement to Purchase and Sell Pipeline, dated October 1, 1996. 10.35 Mortgage, Assignment, Security Agreement and Financing Statement from Michigan Production Company, L.L.C. to West Shore Processing Company, L.L.C., dated October 22, 1996. 10.36 Amendment to Participation, Ownership and Operating Agreement for West Shore Processing Company, L.L.C., dated December 12, 1996. 10.37 Assignment and Bill of Sale by and between Enron Gas Processing Company and West Shore Processing Company, L.L.C., dated January 13, 1997. 11. Statement regarding computation of per share 21. List of Subsidiaries of MarkWest Hydrocarbon, Inc. 23. Consent of Price Waterhouse LLP, independent accountants 27. Financial Data Schedule 43 EX-27 2 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from the consolidated balance sheet and consolidated statements of operations on pages 24 and 25 of the Company's 1996 Form 10-K and is qualified in its entirety by reference to such financial statements. 1,000 YEAR DEC-31-1996 JAN-01-1996 DEC-31-1996 4,401 0 9,755 0 5,632 22,077 60,456 (12,316) 78,254 10,181 11,257 0 0 85 43,579 78,254 71,760 71,952 40,907 40,907 16,350 0 2,910 14,760 5,609 9,151 0 0 0 9,151 1.16 0
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