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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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>
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>
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>
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>
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>
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>
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>
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>
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>
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>
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>
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.
