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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
WESTERN GAS RESOURCES, INC.
(Name of Issuer)
Common Stock, $0.10 par value per share
(Title of Class of Securities)
(CUSIP Number)
Charlene
A. Ripley
Vice President, General Counsel, Corporate Secretary
& Chief Compliance Officer
Anadarko Petroleum Corporation
1201 Lake Robbins Drive
The Woodlands, Texas 77380-1046
Tel. No.: (832) 636-1000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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).
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
TABLE OF CONTENTS
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CUSIP No. |
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958259103 |
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Page |
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1 |
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of |
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9 Pages |
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1 |
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NAMES OF REPORTING PERSONS:
Anadarko Petroleum Corporation |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
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76-0146568 |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY: |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS): |
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OO |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION: |
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Delaware
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7 |
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SOLE VOTING POWER: |
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NUMBER OF |
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0 |
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SHARES |
8 |
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SHARED VOTING POWER: |
BENEFICIALLY |
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OWNED BY |
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13,900,6021 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER: |
REPORTING |
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PERSON |
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0 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER: |
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13,900,6021 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
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13,900,6021 |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
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18.1%1 |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
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CO |
1 Anadarko expressly disclaims beneficial ownership of any shares of Western common stock covered by the Voting Agreements. Of these shares (i) 13,151,138
shares are subject to voting agreements and irrevocable proxies entered into between Anadarko Petroleum Corporation and certain stockholders of Western Gas Resources, Inc.
(discussed in items 3 and 4 below) and (ii) 749,464 shares are issuable upon the exercise of outstanding options that are exercisable within 60 days and held by such stockholders.
Page 2 of 9 Pages
Item 1. Security and Issuer
This statement relates to the common stock, par value $.10 per share, of Western Gas
Resources, Inc., a Delaware corporation (the Issuer or Western). The Issuer has its principal
executive offices at 1099 18th Street, Suite 1200, Denver, Colorado 80202.
Item 2. Identity and Background
(a) (c) This statement on Schedule 13D is being filed by Anadarko Petroleum Corporation, a
Delaware corporation (Anadarko). The address of the principal office and business of Anadarko is
1201 Lake Robbins Drive, The Woodlands, Texas 77380. Anadarko is an independent oil and gas
company primarily engaged in the upstream activities of acquiring, exploring, developing and
producing oil and gas in the United States. The name, business address, present principal
occupation or employment and citizenship of each director and executive officer of Anadarko is set
forth on Schedule A hereto and is incorporated by referenced herein.
(d) (e) During the last five years, neither Anadarko nor, to the best of its knowledge, any
of the persons listed on Schedule A hereto have been (i) convicted in a criminal
proceeding, (excluding traffic violations or similar misdemeanors) or (ii) a party to any civil
proceeding of a judicial or administrative body of competent jurisdiction and as a result of such
proceeding 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.
(f) To Anadarkos knowledge, other than Charlene A. Ripley who is a citizen of Canada, each of
the individuals listed on Schedule A is a citizen of the United States.
Item 3. Source and Amount of Funds
In
connection with the Agreement and Plan of Merger (the Merger Agreement) dated June 22,
2006, among Anadarko, APC Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of
Anadarko (Merger Sub), and Western, certain executive officers, directors and related persons of
Western identified on Schedule B hereto (each a Stockholder and collectively, the
Stockholders), each entered into a separate Voting Agreement (the Voting
Agreement) with
Anadarko, dated June 22, 2006, which is more fully described in Item 4, whereby each Stockholder
agreed to vote all of the shares of Western common stock currently beneficially owned by such
Stockholder or acquired by such Stockholder after such date (including by means of exercise of
stock options) (such now or after acquired shares, the Shares) in favor of the merger and related
matters. Each Stockholder also granted Anadarko an irrevocable proxy granting Anadarko the right
to vote such Shares in favor of such matters (the voting agreements and proxies are collectively
referred to herein as the Voting Agreements). Anadarko has not paid additional consideration to
the Stockholders in exchange for their execution and delivery of the Voting Agreements. Copies of
the Merger Agreement and the form of Voting Agreement are filed as Exhibits 2.1 and 10.1,
respectively, to Anadarkos Current Report on Form 8-K filed on June 26, 2006 and are incorporated
by reference herein.
Item 4. Purpose of the Transaction
(a) (b) Pursuant to the terms and conditions of the Merger Agreement, Merger Sub will
merge with and into Western, with Western being the surviving corporation and becoming a wholly
owned subsidiary of Anadarko (the Merger). The consummation of the transaction contemplated by
the Merger Agreement is subject to the satisfaction or waiver of several closing conditions,
including the approval of the stockholders of Western.
Page 3 of 9 Pages
Pursuant to the terms of the Voting Agreements, each Stockholder has agreed to vote (or cause
to be voted) their Shares (a) in favor of the Merger and the adoption by Western of the Merger
Agreement and the approval of the other transactions contemplated by the Merger Agreement; (b)
against any action that is intended, or would reasonably be expected, to prevent or materially
delay or otherwise materially interfere with the Merger and the other transactions contemplated by
the Merger Agreement and (c) against any action or agreement that such Stockholder would reasonably
expect to result in a breach in any material respect of any covenant, representation or warranty or
any other obligation of Western under the Merger Agreement. Each Stockholder has also agreed not
to Transfer (as defined in the Voting Agreement) such Stockholders Shares, grant any proxy with
respect to the Shares or deposit the Shares into a voting trust. These transfer restrictions do
permit a cashless exercise of options.
(c) Not applicable.
(d) Upon consummation of the Merger, the officers and directors of Merger Sub shall become the
officers and directors of Western (the surviving corporation in the Merger), until their respective
successors are duly elected or appointed or qualified.
(e) Other than as a result of the Merger described in this Item 4, not applicable.
(f) Not applicable.
(g) In connection with the Merger Agreement, Westerns Board of Directors approved Amendment
No. 1 dated June 22, 2006 (Amendment No. 1), to the Rights Agreement dated as of March 22, 2001
(the Rights Agreement) between Western and Computershare Trust Company, N.A.
(successor-in-interest to Fleet National Bank (f/k/a Bank Boston, N.A.)) (the Rights Agent) in
order to, among other things, (a) amend the definition of Acquiring Person in Section 1(a) of the
Rights Agreement to provide that neither Anadarko, Merger Sub nor any of their respective
Affiliates or Associates (as defined in the Rights Agreement) shall be deemed to be an Acquiring
Person as a result of (i) their acquisition or their right to acquire beneficial ownership of
Common Stock (as defined in the Rights Agreement) as a result of the announcement, approval,
execution or delivery of the Merger Agreement or the Voting Agreements, the consummation of the
Merger or any other transaction contemplated by the Merger Agreement or the Voting Agreements; (b)
amend the definition of Distribution Date in Section 1(n) of the Rights Agreement to provide that
the announcement, approval, execution or delivery of the Merger Agreement or the Voting Agreements,
the announcement or consummation of the Merger or the consummation of the transactions contemplated
by the Merger Agreement or the Voting Agreements shall not constitute a Distribution Date; (c)
amend the definition of Section 11(a)(ii) Event in Section 1(hh) of the Rights Agreement to
provide that the announcement, approval, execution or delivery of the Merger Agreement or the
Voting Agreements, the announcement or consummation of the Merger or the consummation of the
transactions contemplated by the Merger Agreement or the Voting Agreements shall not constitute a
Section 11(a)(ii) Event; (d) amend the definition of Section 13 Event in Section 1(jj) of the
Rights Agreement to provide that the announcement, approval, execution or delivery of the Merger
Agreement or the Voting Agreements, the announcement or consummation of the Merger or the
consummation of the transactions contemplated by the Merger Agreement or the Voting Agreements
shall not constitute a Section 13 Event; (e) amend the definition of Stock Acquisition Date in
Section 1(ll) of the Rights Agreement to provide that the announcement, approval, execution or
delivery of the Merger Agreement of the Voting Agreements, the announcement or consummation of the
Merger or the consummation of the transactions contemplated by the Merger Agreement or the Voting
Agreements shall not constitute a Stock Acquisition Date; (f) amend the definition of Triggering
Event in Section 1(qq) of the Rights Agreement to provide that the announcement, approval,
execution or delivery of the Merger Agreement or the Voting Agreements, the announcement or
consummation of the Merger or the consummation of the transactions contemplated by the Merger
Agreement or the Voting Agreements shall not constitute a Triggering Event; (g) amend
Section 3(a) of the Rights Agreement to provide that the announcement, approval, execution or
delivery
Page 4 of 9 Pages
of the Merger Agreement or the Voting Agreements, the announcement or consummation of the
Merger or the consummation of the transactions contemplated by the Merger Agreement or the Voting
Agreements shall constitute a Distribution Date (as defined in the Rights Agreement); (h) amend
Section 11(a)(ii) of the Rights Agreement to provide that the announcement, approval, execution or
delivery of the Merger Agreement or the Voting Agreements, the announcement or consummation of the
Merger or the consummation of the transactions contemplated by the Merger Agreement or the Voting
Agreements shall constitute a Section 11(a)(ii) Event (as defined in the Rights Agreement); (i)
amend Section 13 of the Rights Agreement to provide that the announcement, approval, execution or
delivery of the Merger Agreement or the Voting Agreements, the announcement or consummation of the
Merger or the consummation of the other transactions contemplated by the Merger Agreement or the
Voting Agreements shall constitute a Section 13 Event (as defined in the Rights Agreement); (j) add
a new Section 35 to the Rights Agreement that provides that the Rights (as defined in the Rights
Agreement) will terminate in all respects immediately prior to the effective time of the Merger;
and (k) that if the Merger Agreement is terminated for any reason, then the Amendment No. 1 shall
be of no further force and effect and the Rights Agreement shall remain exactly the same as it
existed immediately prior to the execution of Amendment No. 1.
Additionally, Westerns Board of Directors approved an amendment to Section 5 of Westerns
Amended and Restated Bylaws that eliminates the ability of the stockholders of Western to call a
special meeting.
Upon consummation of the Merger, Westerns Certificate of Incorporation and Bylaws shall be
amended and restated in their entirety in accordance with the terms of Section 1.4 of the Merger
Agreement.
(h)-(i) Upon consummation of the Merger, Western common stock will cease to be quoted on the
New York Stock Exchange and will become eligible for termination of registration pursuant to
Section 12(g) of the Exchange Act.
(j) Not applicable.
Except as indicated in this statement on Schedule 13D, Anadarko has no specific plans or
proposals that relate to or would result in any change to the matters described in subparagraphs
(a) through (j) of Item 4 of Schedule 13D.
The foregoing summary of the Merger Agreement and the Voting Agreements is not intended to be
complete and is qualified in its entirety by reference to the Form 8-K of Anadarko filed on June
26, 2006 and the exhibits attached thereto, including the Merger Agreement and the form of Voting
Agreement.
Item 5. Interest in Securities of the Issuer
(a) (b) Prior to June 22, 2006, Anadarko was not the beneficial owner, for purposes of Rule
13d-3 under the Securities Exchange Act of 1934 (the Exchange Act), of any shares of Western
common stock.
As a result of entering into the Voting Agreement, Anadarko may be deemed to have the power to
vote, and to be the beneficial owner of, 13,900,602 shares of common stock, which assumes the
exercise of 749,464 options to purchase shares of common stock exercisable within 60 days,
representing approximately 18.1% of Westerns outstanding common stock. According to
representations made by Western in the Merger Agreement, the number of shares of common stock
outstanding as of June 22, 2006
was 76,100,462 (before giving effect to the 749,464 shares of common stock issuable upon
exercise of
Page 5 of 9 Pages
options or warrants exercisable within 60 days). The foregoing beneficial ownership
calculations are based upon the representations of Western and the Stockholders in the Merger
Agreement and Voting Agreements, respectively.
To Anadarkos knowledge, no shares of Western common stock are beneficially owned by any of
the persons identified in Schedule A.
Notwithstanding the foregoing, however, Anadarko (i) is not entitled to any rights as a
stockholder of Western with respect to the Shares and (ii) has no power to vote, direct the voting
of, dispose of, or direct the disposal of, any of the Shares other than the power provided pursuant
to the Voting Agreements. Anadarko does not own any Shares. Anadarko hereby disclaims beneficial
ownership of any shares of Western common stock (including the Shares), and nothing contained in
this statement on Schedule 13D shall be construed as an admission that any such person is, for the
purposes of Section 13(d) or 13(g) of the Exchange Act or otherwise, the beneficial owner of any
securities covered by this Schedule 13D.
(c) Except as described herein, there have been no transactions in shares of the Western
common stock by Anadarko, or, to the best of its knowledge, by any of the persons listed on
Schedule A hereto, during the past sixty (60) days.
(d) (e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of
the Issuer
Other than the matters set forth herein in response to Items 3 and 4 above, Anadarko is not,
and, to the best of Anadarkos knowledge, none of the persons listed in Schedule A hereto
are, a party to any contracts, arrangements, understandings or relationships (legal or otherwise)
with respect to any securities of Western, including, but not limited to, the transfer or voting of
any of the securities, finders fees, joint ventures, loan or option agreements, 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
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Exhibit 1
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Agreement and Plan of Merger dated June 22, 2006, by and among
Anadarko Petroleum Corporation, APC Merger Sub, Inc. and Western
Gas Resources, Inc. (incorporated by reference to Exhibit 2.1 to
the Form 8-K filed by Anadarko Petroleum Corporation on June 26,
2006). |
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Exhibit 2
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Form of Voting Agreement dated June 22, 2006, among Anadarko
Petroleum Corporation and certain stockholders of Western Gas
Corporation, Inc. (incorporated by reference to Exhibit 10.1 to
the Form 8-K filed by Anadarko Petroleum Corporation on June 26,
2006). |
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Exhibit 3
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Amendment No. 1 to the Rights Agreement dated June 22, 2006,
between Western Gas Resources and Computershare Trust Company,
N.A. (successor-in-interest to Fleet National Bank (f/k/a Bank
Boston, N.A.)), as rights agent (incorporated by reference to
Exhibit 4.6 to the Form 8-K filed by Western Gas Resources, Inc.
on June 23, 2006). |
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Exhibit 4
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Amended and Restated Bylaws adopted by the Board of Directors of
Western Gas Resources, Inc. on June 22, 2006 (incorporated by
reference to Exhibit 3.4 to the Form 8-K filed by Western Gas
Resources, Inc. on June 23, 2006). |
Page 6 of 9 Pages
SCHEDULE A
INFORMATION CONCERNING EXECUTIVE OFFICERS AND DIRECTORS
OF ANADARKO PETROLEUM CORPORATION
Set forth below is the name, title, business address and citizenship of each director and executive
officer of Anadarko:
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Name |
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Title |
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Business Address |
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James T. Hackett
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Chairman of the Board,
President and Chief
Executive Officer
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1201 Lake Robbins Drive
The Woodlands, Texas 77380 |
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Robert P. Daniels
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Senior Vice President,
Exploration & Production
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1201 Lake Robbins Drive
The Woodlands, Texas 77380 |
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Karl F. Kurz
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Senior Vice President,
Marketing General Manager,
U.S. Onshore
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1201 Lake Robbins Drive
The Woodlands, Texas 77380 |
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Mark L. Pease
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Senior Vice President,
Exploration & Production
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1201 Lake Robbins Drive
The Woodlands, Texas 77380 |
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Robert K. Reeves
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Senior Vice President,
Corporate Affairs & Law
and Chief Governance
Officer
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1201 Lake Robbins Drive
The Woodlands, Texas 77380 |
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R. A. Walker
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Senior Vice President,
Finance and Chief
Financial Officer
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1201 Lake Robbins Drive
The Woodlands, Texas 77380 |
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Charlene A. Ripley
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Vice
President, General Counsel, Corporate Secretary & Chief Compliance Officer
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1201 Lake Robbins Drive
The Woodlands, Texas 77380 |
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Robert J. Allison, Jr.
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Director, Chairman Emeritus
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1201 Lake Robbins Drive
The Woodlands, Texas 77380 |
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Larry Barcus
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Director
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1201 Lake Robbins Drive
The Woodlands, Texas 77380 |
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James L. Bryan
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Director
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1201 Lake Robbins Drive
The Woodlands, Texas 77380 |
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John R. Butler, Jr.
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Director
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1201 Lake Robbins Drive
The Woodlands, Texas 77380 |
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H. Paulett Eberhart
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Director
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1201 Lake Robbins Drive
The Woodlands, Texas 77380 |
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John R. Gordon
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Director
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1201 Lake Robbins Drive
The Woodlands, Texas 77380 |
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John W. Poduska, Sr.
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Director
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1201 Lake Robbins Drive
The Woodlands, Texas 77380 |
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Page 7 of 9 Pages
SCHEDULE B
STOCKHOLDERS OF WESTERN GAS RESOURCES
Set forth below are names of the parties to the Voting Agreements:
Directors and Executive Officers
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Name |
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Title |
Brion G. Wise
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Director |
Walter L. Stonehocker
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Vice Chairman of the Board |
Dean Phillips
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Director |
Bill M. Sanderson
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Director |
Peter A. Dea
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Chief Executive Officer, President and Director |
John F. Chandler
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Executive Vice President and Chief Operating Officer |
James A. Senty
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Chairman of the Board |
Others
Mabeth Sanderson
Roswitha Stonehocker
Cedar Assets Trust
Page 8 of 9 Pages
Signature
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies
that the information set forth in this statement is true, complete and correct.
Dated:
June 29, 2006
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ANADARKO PETROLEUM CORPORATION
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By: |
/s/
Charlene A. Ripley
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Charlene A. Ripley |
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Vice President, General Counsel, Corporate
Secretary & Chief Compliance Officer |
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Page 9 of 9 Pages
EXHIBIT INDEX
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Exhibit 1
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Agreement and Plan of Merger dated June 22, 2006, by and among
Anadarko Petroleum Corporation, APC Merger Sub, Inc. and Western
Gas Resources, Inc. (incorporated by reference to Exhibit 2.1 to
the Form 8-K filed by Anadarko Petroleum Corporation on June 26,
2006). |
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Exhibit 2
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Form of Voting Agreement dated June 22, 2006, among Anadarko
Petroleum Corporation and certain stockholders of Western Gas
Corporation, Inc. (incorporated by reference to Exhibit 10.1 to
the Form 8-K filed by Anadarko Petroleum Corporation on June 26,
2006). |
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Exhibit 3
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Amendment No. 1 to the Rights Agreement dated June 22, 2006,
between Western Gas Resources and Computershare Trust Company,
N.A. (successor-in-interest to Fleet National Bank (f/k/a Bank
Boston, N.A.)), as rights agent (incorporated by reference to
Exhibit 4.6 to the Form 8-K filed by Western Gas Resources, Inc.
on June 23, 2006). |
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Exhibit 4
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Amended and Restated Bylaws adopted by the Board of Directors of
Western Gas Resources, Inc. on June 22, 2006 (incorporated by
reference to Exhibit 3.4 to the Form 8-K filed by Western Gas
Resources, Inc. on June 23, 2006). |