-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, gJE+K9QdpmSzyNQQUEjxTqrsP30ydTRvO3bZDnAmyGod1bzwjUwquvyobWhi6ilx i1KZm3MqNHHoqRbHj6Zc+g== 0000950130-94-000214.txt : 19940215 0000950130-94-000214.hdr.sgml : 19940215 ACCESSION NUMBER: 0000950130-94-000214 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940214 GROUP MEMBERS: M/L GRWTH FND FOR INVSTMNT & RETIREMENT, INC. GROUP MEMBERS: MERRILL LYNCH & CO INC GROUP MEMBERS: MERRILL LYNCH ASSET MANAGEMENT, L.P. GROUP MEMBERS: MERRILL LYNCH GROUP, INC. GROUP MEMBERS: PRINCETON SERVICES, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WESTERN GAS RESOURCES INC CENTRAL INDEX KEY: 0000856716 STANDARD INDUSTRIAL CLASSIFICATION: 4922 IRS NUMBER: 841127613 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 34 SEC FILE NUMBER: 005-40571 FILM NUMBER: 94507763 BUSINESS ADDRESS: STREET 1: 12200 N PECOS ST CITY: DENVER STATE: CO ZIP: 80234-3439 BUSINESS PHONE: 3034525603 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MERRILL LYNCH & CO INC CENTRAL INDEX KEY: 0000065100 STANDARD INDUSTRIAL CLASSIFICATION: 6211 IRS NUMBER: 132740599 STATE OF INCORPORATION: DE FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 250 VESEY ST STREET 2: WORLD FINANCIAL CTR S TOWER CITY: NEW YORK STATE: NY ZIP: 10281 BUSINESS PHONE: 2124491000 SC 13G 1 SCHEDULE 13G OMB APPROVAL OMB NUMBER 3235-0145 EXPIRES: OCTOBER 31, 1994 ESTIMATED AVERAGE BURDEN HOURS PER RESPONSE........ 14.90 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No._______)* Western Gas Resources, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title Of Class of Securities) 958259103 ------------------------------ (CUSIP Number) Check the following box if a fee is being paid with this statement [X]. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 11 Pages CUSIP NO. 958259103 13G PAGE 2 OF 11 PAGES 1 NAME OF REPORTING PERSON S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Merrill Lynch & Co., Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Joint Filing (a) [_] (b) [_] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER None 6 SHARED VOTING POWER 1,565,700 7 SOLE DISPOSITIVE POWER None 8 SHARED DISPOSITIVE POWER 1,565,700 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,565,700 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.1% 12 TYPE OF REPORTING PERSON* HC, CO *SEE INSTRUCTION BEFORE FILLING OUT! CUSIP NO. 958259103 13G PAGE 3 OF 11 PAGES 1 NAME OF REPORTING PERSON S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Merrill Lynch Group, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Joint Filing (a) [_] (b) [_] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER None 6 SHARED VOTING POWER 1,565,700 7 SOLE DISPOSITIVE POWER None 8 SHARED DISPOSITIVE POWER 1,565,700 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,565,700 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.1% 12 TYPE OF REPORTING PERSON* HC, CO *SEE INSTRUCTION BEFORE FILLING OUT! CUSIP NO. 958259103 13G PAGE 4 OF 11 PAGES 1 NAME OF REPORTING PERSON S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Princeton Services, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Joint Filing (a) [_] (b) [_] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER None 6 SHARED VOTING POWER 1,565,700 7 SOLE DISPOSITIVE POWER None 8 SHARED DISPOSITIVE POWER 1,565,700 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,565,700 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.1% 12 TYPE OF REPORTING PERSON* HC, CO *SEE INSTRUCTION BEFORE FILLING OUT! CUSIP NO. 958259103 13G PAGE 5 OF 11 PAGES 1 NAME OF REPORTING PERSON S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Merrill Lynch Asset Management, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Joint Filing (a) [_] (b) [_] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER None 6 SHARED VOTING POWER 1,565,700 7 SOLE DISPOSITIVE POWER None 8 SHARED DISPOSITIVE POWER 1,565,700 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,565,700 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.1% 12 TYPE OF REPORTING PERSON* IA, PN *SEE INSTRUCTION BEFORE FILLING OUT! CUSIP NO. 958259103 13G PAGE 6 OF 11 PAGES 1 NAME OF REPORTING PERSON S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Merrill Lynch Growth Fund for Investment and Retirement 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Joint Filing (a) [_] (b) [_] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER None 6 SHARED VOTING POWER 1,565,700 7 SOLE DISPOSITIVE POWER None 8 SHARED DISPOSITIVE POWER 1,565,700 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,565,700 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.1% 12 TYPE OF REPORTING PERSON* IV *SEE INSTRUCTION BEFORE FILLING OUT! SCHEDULE 13G Item 1 (a) Name of Issuer: -------------- Western Gas Resources, Inc. Item 1 (b) Address of Issuer's Principal Executive Offices: ------------------------------------------------ 12200 North Pecos Street Denver, CO 80234-3439 Item 2 (a) Names of Persons Filing: ----------------------- Merrill Lynch & Co., Inc. Merrill Lynch Group, Inc. Princeton Services, Inc. Merrill Lynch Asset Management, L.P. Merrill Lynch Growth Fund for Investment and Retirement Item 2 (b) Address of Principal Business Office, or, if None, Residence: ------------------------------------------------------------ Merrill Lynch & Co., Inc. World Financial Center, North Tower 250 Vesey Street New York, New York 10281 Merrill Lynch Group, Inc. World Financial Center, North Tower 250 Vesey Street New York, New York 10281 Princeton Services, Inc. 800 Scudders Mill Road Plainsboro, New Jersey 08536 Merrill Lynch Asset Management, L.P. 800 Scudders Mill Road Plainsboro, New Jersey 08536 Merrill Lynch Growth Fund for Investment and Retirement 800 Scudders Mill Road Plainsboro, New Jersey 08536 Item 2 (c) Citizenship: ----------- See Item 4 of Cover Pages Item 2 (d) Title of Class of Securities: ---------------------------- Common Stock Page 7 of 11 Pages Item 2 (e) CUSIP Number: ------------ 958259103 Item 3 Merrill Lynch & Co., Inc. ("ML&Co."), Merrill Lynch Group, Inc. ("ML Group") and Princeton Services, Inc. ("PSI") are parent holding companies, in accordance with (S) 240.13d-1(b)(1)(ii)(G). Merrill Lynch Asset Management, L.P. (d/b/a Merrill Lynch Asset Management ("MLAM")) is an investment adviser registered under (S) 203 of the Investment Advisers Act of 1940. Merrill Lynch Growth Fund for Investment and Retirement (the "Fund") is an investment company registered under Section 8 of the Investment Company Act of 1940. Item 4 Ownership --------- (a) Amount Beneficially Owned: See Item 9 of Cover Pages. Pursuant to (S) 240.13d-4, ML&Co., ML Group, PSI, MLAM and the Fund (the "Reporting Persons") disclaim beneficial ownership of the securities of Western Gas Resources, Inc. (the "Company") referred to herein, and the filing of this Schedule 13G shall not be construed as an admission that the Reporting Persons are, for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, the beneficial owner of any securities of the Company covered by this statement. (b) Percent of Class: See Item 11 of Cover Pages (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: See Item 5 of Cover Pages (ii) shared power to vote or to direct the vote: See Item 6 of Cover Pages (iii) sole power to dispose or to direct the disposition of: See Item 7 of Cover Pages (iv) shared power to dispose or to direct the disposition of: See Item 8 of Cover Pages Item 5 Ownership of Five Percent or Less of a Class. -------------------------------------------- Not Applicable Page 8 of 11 Pages Item 6 Ownership of More than Five Percent on Behalf of Another Person. --------------------------------------------------------------- MLAM is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940 and acts as an investment adviser to investment companies registered under Section 8 of the Investment Company Act of 1940. With respect to securities held by those investment companies, several persons have the right to receive, or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities. The Fund, a reporting person on this Schedule 13G for which MLAM serves as investment adviser, has an interest that relates to more than 5% of the class of securities reported herein. No other person has an interest that relates to more than 5% of the class of securities reported herein. Item 7 Identification and Classification of the Subsidiary Which --------------------------------------------------------- Acquired the Security Being Reported on by the Parent Holding ------------------------------------------------------------- Company. ------- See Exhibit A Item 8 Identification and Classification of Members of the Group. --------------------------------------------------------- Not Applicable Item 9 Notice of Dissolution of Group. ------------------------------- Not Applicable Item 10 Certification. ------------- By signing below each of the undersigned certifies that, to the best of their knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. Page 9 of 11 Pages Signature. - --------- After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: February , 1994 Merrill Lynch & Co., Inc. /s/ David L. Dick -------------------------------- Name: David L. Dick Title: Assistant Secretary Merrill Lynch Group, Inc. /s/ David L. Dick -------------------------------- Name: David L. Dick Title: Secretary Princeton Services, Inc. /s/ David L. Dick -------------------------------- Name: David L. Dick Title: Attorney-in-Fact* Merrill Lynch Asset Management, L.P. By: Princeton Services, Inc. (General Partner) /s/ David L. Dick -------------------------------- Name: David L. Dick Title: Attorney-in-Fact* Merrill Lynch Growth Fund for Investment and Retirement /s/ David L. Dick -------------------------------- Name: David L. Dick Title: Attorney-in-Fact** ________________ * Signed pursuant to a power of attorney, dated February 10, 1994, included as an exhibit to Schedule 13G filed with the Securities and Exchange Commission by Merrill Lynch & Co., Inc., et. al. on February 14, 1994 with respect to Dial REIT Inc. ** Signed pursuant to a power of attorney, dated February 10, 1994, included as an exhibit to Schedule 13G filed with the Securities and Exchange Commission by Merrill Lynch & Co., Inc., et. al. on February 14, 1994 with respect to Cirrus Logic Inc. Page 10 of 11 Pages EXHIBIT A TO SCHEDULE 13G ------------------------- ITEM 7 DISCLOSURE RESPECTING SUBSIDIARIES ----------------------------------------- Three of the persons filing this report, Merrill Lynch & Co., Inc., a Delaware corporation with its principal place of business at World Financial Center, North Tower, 250 Vesey Street, New York, New York ("ML&Co."), Merrill Lynch Group, Inc., a Delaware corporation with its principal place of business at World Financial Center, North Tower, 250 Vesey Street, New York, New York ("ML Group"), and Princeton Services, Inc., a Delaware corporation with its principal place of business at 800 Scudders Mill Road, Plainsboro, New Jersey ("PSI"), are parent holding companies pursuant to (S) 240.13d-1(b)(1)(ii)(G). The relevant subsidiaries of ML&Co. are ML Group and PSI, which is the general partner of Merrill Lynch Asset Management, L.P. (d/b/a Merrill Lynch Asset Management ("MLAM"). The relevant subsidiary of ML Group is PSI. ML Group, a wholly-owned direct subsidiary of ML&Co., may be deemed to be the beneficial owner of 6.1% of the common stock of Western Gas Resources, Inc. (the "Company") by virtue of its control of its wholly-owned subsidiary, PSI. PSI, a wholly-owned direct subsidiary of ML Group, may be deemed to be the beneficial owner of 6.1% of the common stock of the Company by virtue of its being the general partner of MLAM. MLAM, a Delaware limited partnership with its principal place of business at 800 Scudders Mill Road, Plainsboro, New Jersey, is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940. MLAM may be deemed to be the beneficial owner of 6.1% of the common stock of the Company as a result of its acting as investment adviser to investment companies registered under Section 8 of the Investment Company Act of 1940. One registered investment company advised by MLAM, Merrill Lynch Growth Fund for Investment and Retirement, is the beneficial owner of 6.1% of the common stock of the Company. Pursuant to (S) 240.13d-4, ML&Co., ML Group, PSI, MLAM, and the Fund disclaim beneficial ownership of the securities of the Company, and the filing of this Schedule 13G shall not be construed as an admission that any such entity is, for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, the beneficial owner of any securities of the Company. Page 11 of 11 Pages -----END PRIVACY-ENHANCED MESSAGE-----