UNITED STATES
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
Date of Report (Date of earliest
event reported): December 8, 2010
PDC 2004-A LIMITED
PARTNERSHIP
(Exact name of registrant as
specified in its charter)
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West Virginia |
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000-51218 |
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20-0545296 |
(State or other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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1775 Sherman Street, Suite
3000
Denver, Colorado
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80203 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone number,
including area code: (303) 860-5800
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Not
applicable
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(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:
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))
1
Item 3.03 Material Modification to Rights of Security Holders.
On December 8, 2010, at a special meeting of the limited partners of PDC 2004-A 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 December 8, 2010, the Investors voted to adopt the Amendment. The
number of limited partnership units held by Investors voted in favor of the Amendment was 866.02 or
approximately 62% 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 June 7, 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 December 8, 2010, 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 833.96 or approximately 60% of the limited
partnership units outstanding and entitled to vote as of the record
date. Under the terms of the
Merger Agreement, 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 $8,400 per limited
partnership unit, less the sum of the per unit cash distributions made after June 30, 2010 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 June 9, 2010.
Item 9.01 Financial Statements and Exhibits.
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Exhibit Number |
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Description |
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3.1
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Amendment to Limited Partnership Agreement, dated December 8, 2010. |