-----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, I78/6M5rN4yFDyH6RKpLsHSWX2sGrDylo/m3BVoYJXeclLKtugZufaz2jeP5MwE2 Q5PltC5hle/3s0NrMBGjcw== 0000950142-96-000242.txt : 19960624 0000950142-96-000242.hdr.sgml : 19960624 ACCESSION NUMBER: 0000950142-96-000242 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960621 SROS: NYSE GROUP MEMBERS: 1818 FUND LP BROWN BROTHERS HARRIMAN CO LONG T MICHAEL ET AL GROUP MEMBERS: BROWN BROTHERS HARRIMAN & CO. GROUP MEMBERS: LAWRENCE C. TUCKER GROUP MEMBERS: T. MICHAEL LONG GROUP MEMBERS: THE 1818 FUND, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WESTERN GAS RESOURCES INC CENTRAL INDEX KEY: 0000856716 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 841127613 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40571 FILM NUMBER: 96584137 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: 1818 FUND LP BROWN BROTHERS HARRIMAN CO LONG T MICHAEL ET AL CENTRAL INDEX KEY: 0000904953 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 59 WALL STREET CITY: NEW YORK STATE: NY ZIP: 10005 BUSINESS PHONE: 212-493-7292 MAIL ADDRESS: STREET 1: 59 WALL STREET CITY: NEW YORK STATE: NY ZIP: 10005 SC 13D/A 1 SCHEDULE 13D, AMENDMENT NO. 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________________ SCHEDULE 13D Under the Securities Exchange Act of 1934 (AMENDMENT NO. 3) _______________________ WESTERN GAS RESOURCES, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $.10 PER SHARE (Title of Class of Securities) 0009582591 (CUSIP Number) _______________________ T. MICHAEL LONG BROWN BROTHERS HARRIMAN & CO. 59 WALL STREET NEW YORK, N.Y. 10005 TEL. NO.: (212) 493-8401 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) _______________________ May 31, 1995 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [ ]. (A fee is not required only if the reporting 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 information required on 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 16 Pages SCHEDULE 13D CUSIP No. 0009582591 Page 2 of 16 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The 1818 Fund, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(A) [ ] (B) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER 300,000 shares 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 300,000 shares 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 300,000 shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 5% 14 TYPE OF REPORTING PERSON PN SCHEDULE 13D CUSIP No. 0009582591 Page 3 of 16 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Brown Brothers Harriman & Co. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(A) [ ] (B) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York 7 SOLE VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER 300,000 shares 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 300,000 shares 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 300,000 shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 5% 14 TYPE OF REPORTING PERSON PN SCHEDULE 13D CUSIP No. 0009582591 Page 4 of 16 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON T. Michael Long 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(A) [ ] (B) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America 7 SOLE VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER 300,000 shares 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 300,000 shares 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 300,000 shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 5% 14 TYPE OF REPORTING PERSON IN SCHEDULE 13D CUSIP No. 0009582591 Page 5 of 16 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Lawrence C. Tucker 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(A) [ ] (B) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America 7 SOLE VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER 300,000 shares 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 300,000 shares 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 300,000 shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 5% 14 TYPE OF REPORTING PERSON IN Page 6 of 16 Pages AMENDMENT NO. 3 TO SCHEDULE 13D Item 1.SECURITY AND ISSUER. This Amendment No. 3 amends and restates in its entirety the Schedule 13D dated October 23, 1991 as amended by Amendment No. 1 ("Amendment No. 1") dated November 21, 1991 and Amendment No. 2 dated June 10, 1992 ("Amendment No. 2") (together, the "Original Statement") (the Original Statement, as amended and restated hereby, shall be known as the "Statement"), with respect to the common stock, par value $.10 per share (the "Common Stock"), of Western Gas Resources, Inc., a Delaware corporation (the "Company"), whose principal executive office is located at 12200 N. Pecos Street, Suite 230, Denver, Colorado 80234-3439. Prior to the Company's repurchase of the shares on May 31, 1995, the persons identified in Item 2 were deemed to be the beneficial owners of 2,390,000 shares of Common Stock by virtue of their beneficial ownership of (i) 300,000 shares of Common Stock and (ii) an aggregate amount of 400,000 shares of the Company's 7.25% Cumulative Senior Perpetual Convertible Preferred Stock (the "Preferred Stock") entitling the holders thereof to convert such Preferred Stock into 2,090,000 shares of Common Stock (subject to adjustment). Item 2.IDENTITY AND BACKGROUND. (a), (b), (c) and (f). This Statement on Schedule 13D is being filed by The 1818 Fund, L.P., a Delaware limited partnership (the "Fund"), Brown Brothers Harriman & Co., a New York limited partnership and general partner of the Fund ("BBH & Co."), T. Michael Long ("Long") and Lawrence C. Tucker ("Tucker") (the Fund, BBH & Co., Long and Tucker are referred to collectively herein as the "Reporting Persons"). The Fund was formed to provide a vehicle for institutional and substantial corporate investors to acquire significant equity interests in medium-sized publicly owned United States corporations that could benefit from the presence of a large, management supportive shareholder with a relatively long-term investment goal. BBH & Co. is a private bank. Pursuant Page 7 of 16 Pages to a resolution adopted by the partners of BBH & Co., BBH & Co. has designated and appointed Long and Tucker, or either of them, the sole and exclusive partners of BBH & Co. having voting power (including the power to vote or to direct the voting) and investment power (including the power to dispose or to direct the disposition) with respect to the shares of Preferred Stock and the shares of Common Stock into which the Preferred was convertible. The address of the principal business and principal offices of the Fund and BBH & Co. is 59 Wall Street, New York, New York 10005. The business address of each of Long and Tucker is 59 Wall Street, New York, New York 10005. The present principal occupation or employment of each of Long and Tucker is as a general partner of BBH & Co. Long and Tucker are citizens of the United States of America. The name, business address, present principal occupation or employment (and the name, principal business and address of any corporation or other organization in which such employment is conducted) and the citizenship of each general partner of BBH & Co. is set forth on Schedule I hereto and is incorporated herein by reference. (d) and (e). During the last five years, neither any Reporting Person nor, to the best knowledge of each Reporting Person, any person identified on Schedule I hereto, which is incorporated herein by reference, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which any such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3.SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Pursuant to the Stock Purchase Agreement (a copy of which was attached to the Original Statement as Exhibit 1), dated as of October 23, 1991 by and between the Company and the Fund, and as amended by that certain Letter Agreement (the "Letter Agreement") dated as of Page 8 of 16 Pages June 10, 1992 between the Company and the Fund (attached to Amendment No. 2 as Exhibit 4) (together, the "Stock Purchase Agreement"), the Company issued, and the Fund acquired from the Company, 400,000 shares of Preferred Stock, for an aggregate purchase price of $40,000,000 (the "Purchase Price"), upon the terms and subject to the conditions set forth in the Stock Purchase Agreement. In addition, on November 21, 1991, the Fund purchased 300,000 shares of the Company's Common Stock issued as part of the public offering made by the Company (the Preferred Stock and the 300,000 shares of Common Stock held by the Fund are sometimes collectively referred to herein as the "Securities"). The Preferred Stock, prior to its repurchase by the Company on May 31, 1995, was convertible into an aggregate of 2,090,000 shares of Common Stock. The funds used by the Fund to pay the Purchase Price were obtained by the Fund from capital contributions made by its partners pursuant to pre- existing capital commitments. The Certificate of Designation (the "Certificate of Designation") relating to the Preferred Stock (a copy of which was attached to the Original Statement as Exhibit 2) provided that the Company could, at its option, exchange all of the outstanding shares of Preferred Stock, for Convertible Subordinated Notes of the Company (the "Convertible Notes"). The Preferred Stock, prior to its repurchase by the Company, was convertible into a number of shares of Common Stock equal to the product of the number of shares of Preferred Stock being converted, multiplied by the quotient of (i) $100 divided by (ii) the "Conversion Price" (as defined below). The Convertible Notes, if issued, would have been convertible into a number of shares of Common Stock equal to the quotient of the aggregate principal amount thereof divided by the Conversion Price. The initial Conversion Price of $19.13875 was subject to anti-dilution adjustments described in the Certificate of Designation. The Certificate of Designation also provided that after five years from the date of issuance of the shares of Preferred Stock, at the holders' option, all of such shares were exchangeable for, at the option of the Company, shares of Common Stock, nonconvertible subordinated notes of the Company, or a combination of both, Page 9 of 16 Pages having a value approximately equal to the liquidation preference of the Preferred Stock and all accrued and unpaid dividends. The terms of the Convertible Notes did not contain a similar exchange feature. Item 4.PURPOSE OF TRANSACTION. The Fund acquired the Securities for investment purposes. The Stock Purchase Agreement and the Registration Rights Agreement, dated as of October 23, 1991, between the Company and the Fund (the "Registration Rights Agreement") (a copy of the Registration Rights Agreement was attached to the Original Statement as Exhibit 3), contained, among other things, certain provisions that relate to (i) the disposition of securities of the Company, (ii) a change in the present Board of Directors of the Company, including any plans or proposals to change the number of directors or to fill any existing vacancies on the Board and (iii) changes in the Company's charter and other actions that may impede the acquisition of control of the Company by any person. The Reporting Persons may from time to time acquire additional shares of Common Stock in the open market or in privately negotiated transactions, subject to availability of Common Stock at prices deemed favorable, the Company's business or financial condition and to other factors and conditions the Reporting Persons deem appropriate. Alternatively, the Reporting Persons may sell all or a portion of their shares of Common Stock in the open market or in privately negotiated transactions subject to the terms of the Stock Purchase Agreement and to the factors and conditions referred to above. Upon the repurchase of the Preferred Stock by the Company, the Fund ceased to own five percent (5%) of the shares of Voting Stock outstanding. Walter W. Grist, an employee of BBH & Co., was appointed as a director of the Company on November 27, 1991 and resigned as a director after the consummation of the Company's repurchase of the Preferred Stock. Other than as described in the Stock Purchase Agreement, the Certificate of Designation or the Registration Rights Agreement, no Reporting Person has any present plans or Page 10 of 16 Pages proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or of any of its subsidiaries; (d) any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Company; (f) any other materials change in the Company's business or corporate structure; (g) changes in the Company's charter, bylaws or instruments corresponding thereto or other actions that may impede the acquisition of control of the Company by any person; (h) causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) any action similar to any of those enumerated above. Item 5.INTEREST IN SECURITIES OF THE ISSUER. (a) through (c). As set forth above, on October 23, 1991, the Company issued to the Fund, and the Fund acquired from the Company, 400,000 shares of Preferred Stock and on November 21, 1991 the Fund purchased 300,000 shares of the Company's Common Stock issued as part of the public offering made by the Company. As of the date immediately preceding May 31, 1995, giving effect to the conversion of all Preferred Stock, the Fund beneficially owned 2,390,000 shares of Common Stock, representing approximately 8.7%. On May 31, 1995, the Company repurchased all the outstanding Preferred Stock. Therefore, as of May 31, 1995, based upon the number of shares outstanding as of such date as of May 31, 1995, the Fund no longer beneficially owns in excess of five percent of the Common Stock. Page 11 of 16 Pages By virtue of BBH & Co.'s relationship with the Fund, BBH & Co. may be deemed to have beneficially owned, as of November 21, 1992, 2,390,000 shares of Common Stock (consisting of 2,090,000 shares of Common Stock issuable upon the conversion of the Preferred Stock and 300,000 shares of Common Stock), which represented approximately 8.7% of the outstanding shares of Common Stock as of November 21, 1992 (based on the number of shares of Common Stock outstanding at such time). By virtue of the resolution adopted by BBH & Co. designating Long and Tucker, or either of them, as the sole and exclusive partners of BBH & Co. having voting power (including the power to vote or to direct the voting) and investment power (including the power to dispose or to direct the disposition) with respect to the Common Stock, Preferred Stock and the shares of Common Stock issuable upon conversion of the Preferred Stock, each of Long and Tucker may be deemed to have beneficially owned as of November 21, 1992, 2,390,000 shares of Common Stock (consisting of 2,090,000 shares of Common Stock issuable upon the conversion of the Preferred Stock and 300,000 shares of Common Stock), which represented approximately 8.7% of the outstanding shares of Common Stock as of November 21, 1992 (based on the number of shares of Common Stock outstanding at such time). As of May 31, 1995, based upon the number of shares outstanding as of such date, neither BBH & Co., Long nor Tucker beneficially owns in excess of five percent of the Common Stock. Except as set forth above, as of the time of the filing of the Original Statement, no Reporting Person nor, to the best knowledge of each Reporting Person, any person identified on Schedule I, beneficially owned any shares of Common Stock or had effected any transaction in shares of Common Stock during the preceding 60 days. (d). To the best knowledge of the Reporting Persons, no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock owned thereby. (e). Not applicable. Page 12 of 16 Pages Item 6.Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The Company has entered into the Registration Rights Agreement with the Fund giving the Fund, among other things, the right to require the Company to register for sale to the public the shares of Preferred Stock (or the Convertible Notes issued in exchange therefor), the Common Stock issued by the Company upon conversion of the Preferred Stock or Convertible Notes and any shares of Common Stock issued by the Company on or prior to the 90th day following the public offering of Common Stock contemplated by the Company's Registration Statement on Form S-1 (File No. 33-43077). Except as described elsewhere in this Statement and as set forth in the Stock Purchase Agreement (including the exhibits thereto) and the Registration Rights Agreement, to the best knowledge of the Reporting Persons, there exist no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Company, including but not limited to transfer or voting of any securities of the Company, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss or the giving or withholding of proxies. Item 7.MATERIAL TO BE FILED AS EXHIBITS. {*/}1. Stock Purchase Agreement, dated as of October 23, 1991, by and between the Company and the Fund. {*/}2. Certificate of Designation relating to the Preferred Stock. {*/}3. Registration Rights Agreement, dated as of October 23, 1991, between the Company and the Fund. - ------------------------------------- {*/}Filed with the Original Statement. Page 13 of 16 Pages {**}4. Letter Agreement, dated June 10, 1992, between the Company and the Fund. - -------------------------- {**/}Filed with Amendment No. 2 to the Original Statement. Page 14 of 16 Pages SIGNATURES After reasonable inquiry and to the best of its or his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: June 21, 1996 THE 1818 FUND, L.P. By: Brown Brothers Harriman & Co., General Partner By:/s/ LAWRENCE C. TUCKER ------------------------------------ Name: Lawrence C. Tucker Title: Partner BROWN BROTHERS HARRIMAN & CO. By:/s/ T. MICHAEL LONG ------------------------------------ Name: T. Michael Long Title: Partner /s/ T. MICHAEL LONG --------------------------------------- T. Michael Long /s/ LAWRENCE C. TUCKER --------------------------------------- Lawrence C. Tucker Page 15 of 16 Pages SCHEDULE I Set forth below are the names and positions of all of the general partners of BBH & Co. The principal occupation or employment of each person listed below is private banker, and, unless otherwise indicated, the business address of each person is 59 Wall Street, New York, New York 10005. Unless otherwise indicated, each person listed below is a citizen of the United States of America. Business Address (if other than as Name indicated above) Peter B. Bartlett Brian A. Berris Walter H. Brown Douglas A. Donahue, Jr. 40 Water Street Boston, Massachusetts 02109 Anthony T. Enders Alexander T. Ercklentz Terrence M. Farley Elbridge T. Gerry, Jr. Kyosuko Kashimoto 8-14 Nihonbashi 30-Chome Chuo-ku (citizen of Japan) Tokyo 103, Japan Noah T. Herndon Landon Hilliard Radford W. Klotz, Jr. Michael Kraynak, Jr. T. Michael Long Page 16 of 16 Pages Hampton S. Lynch, Jr. Michael W. McConnell William H. Moore III Donald B. Murphy John A. Nielsen Eugene C. Rainis A. Heaton Robertson 40 Water Street Boston, Massachusetts 02109 Jeffrey A. Schoenfeld Stokley P. Towles 40 Water Street Boston, Massachusetts 02109 Lawrence C. Tucker Maarten van Hengel Douglas C. Walker 1531 Walnut Street Philadelphia, Pennsylvania 19102 Laurence F. Whittemore Richard H. Witmer, Jr. -----END PRIVACY-ENHANCED MESSAGE-----