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
27, 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 2.01 Completion of Acquisition or Disposition.
As previously disclosed, PDC 2005-B Limited Partnership, a West Virginia limited partnership
(the Partnership) entered into an Agreement and Plan of Merger, dated as of November 16,
2010 (the Merger Agreement), by and among the Partnership, Petroleum Development
Corporation, a Nevada corporation and general partner of the Partnership ( PDC), and DP
2004 Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of PDC (the
Merger Sub) that was approved by the Partnerships limited partners other than PDC and
its affiliates (the Investors) at a special
meeting held on June 15, 2011. On June 27,
2011, pursuant to the terms of the Merger Agreement and in accordance with the West Virginia
Uniform Limited Partnership Act and the Delaware Limited Liability Company Act, the Partnership
merged with and into the Merger Sub, with the Merger Sub continuing as the surviving company (such
transaction, the Merger). As of the effective time of the Merger, all of the
Partnerships outstanding limited partnership units held by Investors (other than limited
partnership units held by Investors who properly exercise appraisal rights under West Virginia law)
were 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) and the separate existence of the Partnership ceased. As a result of the Merger, the
Partnership became eligible for termination of registration under the Exchange Act. Accordingly,
the Partnership expects to deregister its shares under the Securities Exchange Act of 1934, as
amended (the Exchange Act) and suspend the Partnerships reporting obligations under the
Exchange Act.
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 Securities and Exchange Commission on November 22, 2010.
Item 5.01 Change in Control of Registrant.
The information disclosed in Item 2.01 is hereby incorporated by reference. The total cash
merger consideration paid by PDC for the limited partnership units of the Partnership (excluding
those limited partnership units exercising dissenters rights and per unit cash distributions made
to Investors after February 28, 2011 and before the Merger
closed) was approximately $12.6 million, which PDC funded from borrowings under its revolving credit facility and cash on hand.
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 Securities and Exchange Commission on November 22, 2010.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Agreements of Certain Officers.
Barton R. Brockman, Jr., President, Gysle R. Shellum, Vice President and Treasurer, and Dan
Amidon, Vice President and Secretary, each ceased to serve as officers of the Partnership effective
upon consummation of the Merger.
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 |
Date: July 1, 2011 | By: | /s/ Daniel W. Amidon | ||
Name: | Daniel W. Amidon | |||
Title: | General Counsel and Secretary | |||