Attached files
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EX-3.1 - EX-3.1 - PDC 2005-B Limited Partnership | d83043exv3w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 15, 2011
PDC 2005-B LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
West Virginia | 000-51452 | 20-2088726 | ||
(State or other jurisdiction of | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
incorporation) |
1775 Sherman Street, Suite 3000 | 80203 | |
Denver, Colorado | (Zip Code) | |
(Address of principal executive offices) |
Registrants telephone number, including area code: (303) 860-5800
Not applicable
(Former name or former address, if changed since last report)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 3.03 Material Modification to Rights of Security Holders.
On June 15, 2011, at a special meeting of the limited partners of PDC 2005-B Limited
Partnership (the Partnership) other than Petroleum Development Corporation, a Nevada
corporation and managing general partner of the Partnership (PDC), and its affiliates
(the Investors), the Investors voted to adopt an amendment to the Partnerships limited
partnership agreement granting the Investors an express right to vote to approve merger
transactions (the Amendment). The Partnership subsequently amended its Partnership
Agreement in accordance with the Amendment. The Amendment is attached hereto as Exhibit 3.1 and is
incorporated herein by reference.
Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information disclosed in Item 3.03 is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At a special meeting held on June 15, 2011, the Investors voted to adopt the Amendment. The
number of limited partnership units held by Investors voted in favor of the Amendment was 1,110.4
or approximately 56% of the limited partnership units outstanding and entitled to vote as of the
record date.
As previously disclosed, the Partnership entered into an Agreement and Plan of Merger, dated
as of November 16, 2010 (the Merger Agreement), by and among the Partnership, PDC and DP
2004 Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of PDC (the
Merger Sub). At a special meeting held on June 15, 2011, the Investors also voted to
adopt and approve of the Merger Agreement. The number of limited partnership units held by
Investors voted in favor of the Merger Agreement was 1,079.9 or approximately 55% of the limited
partnership units outstanding and entitled to vote as of the record date. Under the terms of the
Merger Agreement, as modified by the PDC letter dated February 28, 2011, pending completion of
certain customary closing conditions, each outstanding limited partnership unit of the Partnership
held by Investors (other than limited partnership units held by Investors who properly exercise
appraisal rights under West Virginia law) will be automatically converted into the right to receive
cash in an amount equal to $6,544 per limited partnership unit, plus the sum of the amounts
withheld from per unit cash distributions by the partnership from October 1, 2010 through February
28, 2011 for the partnerships well refracturing plan, less the sum of the per unit cash
distributions made after February 28, 2011 and before the closing date of the merger
(proportionally adjusted for partial limited partnership units).
The foregoing description of the Merger Agreement and the transactions contemplated thereby
does not purport to be complete and is subject to, and qualified in its entirety by, the Merger
Agreement. A copy of the Merger Agreement was attached as Exhibit 2.1 to the Partnerships Current
Report on Form 8-K filed with the SEC on November 22, 2010.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
Exhibit Number | Description | |
3.1
|
Amendment to Limited Partnership Agreement, dated June 15, 2011. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
PDC 2005-B LIMITED PARTNERSHIP | ||||||
By: | PETROLEUM DEVELOPMENT CORPORATION, its Managing General Partner |
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Date: June 20, 2011
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By: Name: |
/s/ Daniel W. Amidon
|
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Title: | General Counsel and Secretary |
Exhibit Index
Exhibit Number | Description | |
3.1
|
Amendment to Limited Partnership Agreement, dated June 15, 2011. |