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<P ALIGN="CENTER"><FONT SIZE=1><B>As filed with the Securities and Exchange Commission on December&nbsp;21, 2001  </B></FONT></P>

<P ALIGN="RIGHT"><FONT SIZE=1><B> Registration No.&nbsp;&nbsp;&nbsp;&nbsp;</B></FONT></P>

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<P ALIGN="CENTER"><FONT SIZE=5><B>SECURITIES AND EXCHANGE COMMISSION<BR>  </B></FONT><FONT SIZE=1><B>Washington, D.C. 20549  </B></FONT></P>

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<P ALIGN="CENTER"><FONT SIZE=5><B>FORM S-8<BR>  </B></FONT><FONT SIZE=1><B>REGISTRATION STATEMENT<BR>
UNDER THE SECURITIES ACT OF 1933  </B></FONT></P>

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<P ALIGN="CENTER"><FONT SIZE=5><B>WESTERN GAS RESOURCES,&nbsp;INC.<BR>  </B></FONT><FONT SIZE=1>(Exact Name of Registrant as Specified in Its Charter) </FONT></P>

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<TD WIDTH="49%" ALIGN="CENTER" VALIGN="TOP"><FONT SIZE=1><B>DELAWARE</B></FONT></TD>
<TD WIDTH="3%" VALIGN="TOP"><FONT SIZE=1>&nbsp;</FONT></TD>
<TD WIDTH="49%" ALIGN="CENTER" VALIGN="TOP"><FONT SIZE=1><B>84-1127613</B></FONT></TD>
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<TD WIDTH="49%" ALIGN="CENTER" VALIGN="TOP"><FONT SIZE=1>(State or Other Jurisdiction of Incorporation or Organization)</FONT></TD>
<TD WIDTH="3%" VALIGN="TOP"><FONT SIZE=1>&nbsp;</FONT></TD>
<TD WIDTH="49%" ALIGN="CENTER" VALIGN="TOP"><FONT SIZE=1>(I.R.S. Employer Identification No.)</FONT></TD>
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<P ALIGN="CENTER"><FONT SIZE=1><B>12200 North Pecos Street<BR>
Denver, Colorado 80234<BR>
(303)&nbsp;452-5603<BR>  </B></FONT><FONT SIZE=1>(Address, Including Zip Code, and Telephone Number<BR>
of Registrant's Principal Executive Offices) </FONT></P>

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<P ALIGN="CENTER"><FONT SIZE=1><B>SHARES ISSUABLE TO PETER A. DEA UPON EXERCISE OF OUTSTANDING<BR>
STOCK OPTIONS GRANTED PURSUANT TO<BR>
AN EMPLOYMENT AGREEMENT AND A STOCK OPTION AGREEMENT<BR>  </B></FONT><FONT SIZE=1>(Full Title&nbsp;of the Plan) </FONT></P>

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<P ALIGN="CENTER"><FONT SIZE=1><B>John C. Walter, Esq.<BR>
Executive Vice President, General Counsel and Secretary<BR>
Western Gas Resources,&nbsp;Inc.<BR>
12200 North Pecos Street<BR>
Denver, Colorado 80234<BR>
(303)&nbsp;452-5603<BR>  </B></FONT><FONT SIZE=1>(Name, Address and Telephone Number,<BR>
Including Area Code, of Agent for Service) </FONT></P>

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<P ALIGN="CENTER"><FONT SIZE=1><B>CALCULATION OF REGISTRATION FEE  </B></FONT></P>

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<TD WIDTH="36%" ALIGN="CENTER" VALIGN="BOTTOM"><FONT SIZE=1><B>Title of Securities To Be Registered</B></FONT></TD>
<TD WIDTH="1%" VALIGN="BOTTOM"><FONT SIZE=1>&nbsp;</FONT></TD>
<TD WIDTH="17%" ALIGN="CENTER" VALIGN="BOTTOM"><FONT SIZE=1><B>Amount To Be<BR>
Registered(1)</B></FONT></TD>
<TD WIDTH="1%" VALIGN="BOTTOM"><FONT SIZE=1>&nbsp;</FONT></TD>
<TD WIDTH="15%" ALIGN="CENTER" VALIGN="BOTTOM"><FONT SIZE=1><B>Proposed Maximum<BR>
Offering Price Per Share</B></FONT></TD>
<TD WIDTH="1%" VALIGN="BOTTOM"><FONT SIZE=1>&nbsp;</FONT></TD>
<TD WIDTH="15%" ALIGN="CENTER" VALIGN="BOTTOM"><FONT SIZE=1><B>Proposed Maximum<BR>
Aggregate Offering Price</B></FONT></TD>
<TD WIDTH="1%" VALIGN="BOTTOM"><FONT SIZE=1>&nbsp;</FONT></TD>
<TD WIDTH="15%" ALIGN="CENTER" VALIGN="BOTTOM"><FONT SIZE=1><B>Amount of<BR>
Registration Fee</B></FONT></TD>
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<TD WIDTH="36%"><FONT SIZE=1>Common Stock, par value $.10 per share, including Series&nbsp;A Junior Participating Preferred Stock purchase rights attached thereto(2)</FONT></TD>
<TD WIDTH="1%"><FONT SIZE=1>&nbsp;</FONT></TD>
<TD WIDTH="17%" ALIGN="CENTER"><FONT SIZE=1>300,000 shares(3)</FONT></TD>
<TD WIDTH="1%"><FONT SIZE=1>&nbsp;</FONT></TD>
<TD WIDTH="15%" ALIGN="CENTER"><FONT SIZE=1>$25.016(4)</FONT></TD>
<TD WIDTH="1%"><FONT SIZE=1>&nbsp;</FONT></TD>
<TD WIDTH="15%" ALIGN="CENTER"><FONT SIZE=1>$7,504,800(4)</FONT></TD>
<TD WIDTH="1%"><FONT SIZE=1>&nbsp;</FONT></TD>
<TD WIDTH="15%" ALIGN="CENTER"><FONT SIZE=1>$1,793.65</FONT></TD>
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<DL compact>
<DT><FONT SIZE=1>(1)</FONT></DT><DD><FONT SIZE=1>This
registration statement, pursuant to Rule&nbsp;416 under the Securities Act of 1933, as amended (the "Act"), covers any additional shares of common stock, par value $.10 per
share ("Common Stock"), of Western Gas Resources,&nbsp;Inc. (the "Registrant"), which become issuable under the stock option agreement set forth in note&nbsp;(3)&nbsp;below by reason of any
stock dividend, stock split, recapitalization, exchange of shares or other similar transaction.
<BR><BR></FONT></DD><DT><FONT SIZE=1>(2)</FONT></DT><DD><FONT SIZE=1>On
March&nbsp;22, 2001, the Board of Directors of the Registrant declared a dividend distribution of one Series&nbsp;A Junior Participating Preferred Stock purchase right for
each outstanding share of Common Stock to stockholders of record at the close of business on April&nbsp;9, 2001 (the "Record Date"). The description and terms of the Series&nbsp;A Junior
Participating Preferred Stock purchase rights are set forth in the Rights Agreement (the "Rights Agreement"), dated as of March&nbsp;22, 2001, between the Registrant and Fleet National Bank, as
Rights Agent. Until the occurrence of certain prescribed events, the rights are not exercisable, are evidenced by the certificates for the Common Stock and will be transferred only with the Common
Stock. The value attributable to such rights, if any, is reflected in the market price of the Common Stock. Pursuant to the Rights Agreement, such rights will also be issued in respect of all shares
of Common Stock that the Registrant issues after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date (each as defined in the Rights Agreement). In respect of
shares of Common Stock of the Registrant issued or sold pursuant to the exercise of stock options or under any employee plan or arrangement after the Distribution Date and prior to the Expiration
Date, the Rights Agreement states that the Registrant will, provided that certain circumstances are not present, issue Rights Certificates representing the appropriate number of Rights in connection
with such issuance or sale.
<BR><BR></FONT></DD><DT><FONT SIZE=1>(3)</FONT></DT><DD><FONT SIZE=1>These
shares of Common Stock are issuable to Peter A. Dea upon exercise of outstanding stock options granted pursuant to an employment agreement and a stock option agreement, each
entered into between Peter A. Dea and the Registrant, at a per share exercise price of $25.016, which is $5.00 below the closing price per share for the Common Stock on October&nbsp;15, 2001, the
effective date of the employment agreement.
<BR><BR></FONT></DD><DT><FONT SIZE=1>(4)</FONT></DT><DD><FONT SIZE=1>The
proposed maximum offering price per share was estimated solely for the purpose of calculating the registration fee in accordance with Rule&nbsp;457(h)(1)&nbsp;under the Act
and was based on the price at which the options may be exercised pursuant to the employment agreement and the stock option agreement entered into between Peter A. Dea and the Registrant. </FONT></DD></DL>
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<BR></FONT><FONT SIZE=2><B>EXPLANATORY NOTE    <BR>  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The Registrant has prepared this registration statement in accordance with the requirements of Form&nbsp;S-8 under the Act, to register shares of
its Common Stock. Under cover of this Form&nbsp;S-8 is a reoffer prospectus that the Registrant prepared in accordance with Part&nbsp;I of Form&nbsp;S-3 under the Act.
The reoffer prospectus may be utilized for reofferings and resales of up to 300,000 shares of common stock acquired by Peter A. Dea, the prospective selling stockholder, under an employment agreement
and a stock option agreement, each entered into between Peter A. Dea and the Registrant. (In the event of a future anti-dilution adjustment relating to the number of shares issuable upon
exercise of the options, the number of shares set forth in the reoffer prospectus will be appropriately adjusted.) The reoffer prospectus does not contain all the information set forth in the
registration statement, certain items of which are contained in schedules and exhibits to the registration statement as permitted by the rules and regulations of the Securities and Exchange
Commission. Statements contained in the reoffer prospectus as to the contents of any agreement, instrument or other document are not necessarily complete. With respect to each such agreement,
instrument or other document filed as an exhibit to the registration statement, reference is made to the exhibit for a more complete description of the matter involved, and each such statement shall
be deemed qualified in its entirety by such reference. </FONT></P>

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<P><FONT SIZE=2><B>Reoffer Prospectus  </B></FONT></P>

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<BR></FONT><FONT SIZE=5><B>300,000 Shares<BR>  <BR>    Western Gas Resources,&nbsp;Inc.<BR>  <BR>    Common Stock    <BR>  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;This
reoffer prospectus relates to 300,000 shares of Western Gas Resources,&nbsp;Inc.'s common stock, par value $.10 per share, which may be offered for sale from time to time by
the selling stockholder named herein. The selling stockholder may acquire the common stock in connection with an employment agreement and a stock option agreement. We will not receive any proceeds
from the sale of shares of common stock by the selling stockholder. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;You
should read this prospectus and any accompanying prospectus supplement carefully before you make your investment decision. The prospectus supplement will describe the means of
distribution for any shares of common stock sold by the selling stockholder. For general information about the distribution of the common stock offered, please see "Plan of Distribution" in this
prospectus. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Western's
common stock is listed on the New York Stock Exchange under the trading symbol "WGR". </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>Investing in the common stock involves risks. See "Risk Factors" beginning on page&nbsp;3.</B></FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Neither
the Securities and Exchange Commission, any state securities commission or any other regulatory body has approved or disapproved of these securities or determined if this
prospectus or the accompanying prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>The
date of this Reoffer Prospectus is December&nbsp;21, 2001. </FONT></P>

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<BR></FONT><FONT SIZE=2><B>TABLE OF CONTENTS    <BR>  </B></FONT></P>

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<A NAME="BG2405_TOC"></A> </FONT></P>

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<TD WIDTH="100%"><A HREF="#de2405_the_company"><FONT SIZE=2>THE COMPANY</FONT></A></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="100%"><A HREF="#de2405_risk_factors"><FONT SIZE=2><BR>
RISK FACTORS</FONT></A></TD>
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<TD WIDTH="100%"><A HREF="#de2405_use_of_proceeds"><FONT SIZE=2><BR>
USE OF PROCEEDS</FONT></A></TD>
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<TD WIDTH="100%"><A HREF="#dg2405_selling_stockholder"><FONT SIZE=2><BR>
SELLING STOCKHOLDER</FONT></A></TD>
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<TD WIDTH="100%"><A HREF="#dg2405_plan_of_distribution"><FONT SIZE=2><BR>
PLAN OF DISTRIBUTION</FONT></A></TD>
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<TD WIDTH="100%"><A HREF="#dg2405_legal_matters"><FONT SIZE=2><BR>
LEGAL MATTERS</FONT></A></TD>
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<TD WIDTH="100%"><A HREF="#dg2405_independent_accountants"><FONT SIZE=2><BR>
INDEPENDENT ACCOUNTANTS</FONT></A></TD>
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<TD WIDTH="100%"><A HREF="#dg2405_available_information"><FONT SIZE=2><BR>
AVAILABLE INFORMATION</FONT></A></TD>
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<TD WIDTH="100%"><A HREF="#dg2405_documents_incorporated_by_reference"><FONT SIZE=2><BR>
DOCUMENTS INCORPORATED BY REFERENCE</FONT></A></TD>
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<TD WIDTH="100%"><A HREF="#dg2405_indemnification"><FONT SIZE=2><BR>
INDEMNIFICATION</FONT></A></TD>
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<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;You
should rely only on the information contained or incorporated by reference in this prospectus and any accompanying prospectus supplement. Neither we nor the selling stockholder
have authorized anyone to provide you with additional or different information. If anyone provided you with additional or different information, you should not rely on it. Neither we nor the selling
stockholder are making an offer to sell or soliciting an offer to buy these securities in any jurisdiction where such offer, solicitation or sale is not permitted. You should assume that the
information contained in this prospectus and any accompanying prospectus supplement is accurate only as of their respective dates and that any information incorporated by reference is accurate only as
of the date of the document
incorporated by reference. Our business, financial condition, results of operations and prospects may have changed since those dates. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Unless
otherwise stated or the context otherwise requires, references in this prospectus to "we," "us," and "our" refer to Western Gas Resources,&nbsp;Inc. and its subsidiaries as a
consolidated entity, while references to "Western" refer only Western Gas Resources,&nbsp;Inc. on a nonconsolidated basis. </FONT></P>

<P><FONT SIZE=2>
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<P ALIGN="CENTER"><FONT SIZE=2><A
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<BR></FONT><FONT SIZE=2><B>THE COMPANY    <BR>  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;We are an independent gas gatherer and processor and an energy marketer providing a full range of services to our customers from the wellhead to the delivery
point. We design, construct, own and operate natural gas gathering, processing, treating and storage facilities in major gas-producing basins in the Rocky Mountain,
Mid-Continent, Gulf Coast and Southwestern regions of the United States. We connect producers' wells to our gathering systems for delivery to our processing or treating plants, process the
natural gas to extract natural gas liquids ("NGLs") and treat the natural gas in order to meet pipeline specifications. We are a nationwide marketer of natural gas, NGLs and wholesale electric power,
providing a full range of services including risk management, storage, transportation, scheduling and peaking services to a variety of customers. Western was incorporated in Delaware in 1989. Its
principal offices are located at 12200 North Pecos Street, Denver, Colorado 80234-3439, and its telephone number is (303)&nbsp;452-5603. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><A
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<A NAME="toc_de2405_2"> </A>
<BR></FONT><FONT SIZE=2><B>RISK FACTORS    <BR>  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Prospective investors should carefully review the following factors together with the other information contained in, or incorporated by reference into, this
prospectus and any accompanying prospectus supplement prior to making an investment decision. </FONT></P>

<P><FONT SIZE=2><B>Our future financial condition and results of operations are affected by volatile product prices and hedging transactions.  </B></FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Our future financial condition and results of operations will depend significantly upon the prices received for our natural gas and NGLs. Prices for natural
gas and NGLs are subject to fluctuations in response to changes in supply, market uncertainty and a variety of additional factors that are beyond our control. These factors include the level of
domestic production, the availability of imported oil and gas, actions taken by foreign oil and gas producing nations, the availability of transportation systems with adequate capacity, the
availability of competitive fuels, fluctuating and seasonal demand for oil, gas and NGLs, conservation and the extent of governmental regulation of production and the overall economic environment. A
substantial or extended decline in gas and/or NGL prices would have a material adverse effect on our financial position, results of operations and access to capital. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Our
risk management policy is to enter into futures, swaps and option contracts primarily to reduce risk and lock-in profit margins on our marketing and storage
activities. Over-the-counter derivatives, with
creditworthy counterparties, also permit us to offer our gas customers alternate pricing and delivery mechanisms meeting their specific needs. To ensure a known price for future equity production and
a fixed margin between gas injected into storage and gas withdrawn from storage, we typically will sell a futures contract and related basis swap and thereafter, either (i)&nbsp;make physical
delivery of our product to comply with such futures contract and settle our basis swap or (ii)&nbsp;buy matching futures and basis position contracts to unwind our position and sell our production
to a customer in the cash market. We also may contract to sell future production to a customer at a fixed price and then purchase futures contracts to lock-in a margin. These same
techniques also may be utilized to manage price risk for product purchased from marketing customers. Such contracts may expose us to the risk of financial loss in certain circumstances, including
instances where production is less than expected, our customers fail to purchase or deliver the contracted quantities of natural gas or NGLs or credit risk with derivatives counterparties.
Furthermore, to the extent that we engage in hedging activities, we may be prevented from realizing the benefits of price increases above the levels of such hedges. </FONT></P>


<P><FONT SIZE=2>
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<A NAME="page_de2405_1_4"> </A></FONT> <FONT SIZE=2><B>The uncertainties of gas supply may affect our ability to replace dedicated reserves.  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;We must continually connect new wells to our gathering systems in order to maintain or increase throughput levels to offset natural declines in dedicated
volumes. Historically, while certain individual plants have experienced declines in dedicated reserves, we have been successful in connecting additional reserves to more than offset the natural
declines and reserves dedicated to existing facilities. There is no assurance that we will continue to be successful in replacing the dedicated reserves processed at our facilities. </FONT></P>

<P><FONT SIZE=2><B>Our estimates of oil and gas reserves are subject to numerous uncertainties.  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Our reserve estimates are subject to numerous uncertainties inherent in the estimation of quantities of proved and probable reserves, the projection of future
rates of production and the timing of development expenditures. The accuracy of such estimates is a function of the quality of available data and of engineering and geological interpretation and
judgment. Reserve estimates are imprecise and should be expected to change as additional information becomes available. Results of subsequent drilling, testing and production may cause either upward
or downward revisions of previous estimates. In addition, the estimates of future net revenues from our proved reserves and the present value thereof are based upon certain assumptions about
production levels, prices and costs, which may not be correct. Further, the volumes considered to be commercially recoverable fluctuate with changes in prices and operating costs. The meaningfulness
of such estimates is highly dependent upon the accuracy of the assumptions upon which they were based. Actual results may differ materially from the results estimated. Our estimates of reserves
dedicated to our gathering and processing facilities are calculated by our reservoir engineering staff and are based on publicly available data. These estimates may be less reliable than the reserve
estimates made for our own producing properties since the data available for estimates of our own producing properties also includes our proprietary data. </FONT></P>

<P><FONT SIZE=2><B>Our ability to pay fixed charges and common stock dividends depends on many factors.  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Our financial and operational performance depends in part on prevailing economic conditions and on various financial, business and other factors beyond our
control. We cannot assure you that our cash flows and capital resources will be sufficient to pay our fixed charges, including interest expense and common stock dividends. </FONT></P>


<P><FONT SIZE=2><B>Opportunities for expansion and availability of related financing are uncertain.  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;In order for us to expand our business through either the purchase or construction of new gathering and processing facilities, we will be required to identify
expansion opportunities and to finance such activities, using cash flow, equity or debt financing or a combination thereof. No assurance can be given that appropriate opportunities for expansion at
levels of profitability which satisfy our target rates can be obtained or that financing on terms acceptable to us can be obtained. Natural gas and oil price volatility make it difficult to estimate
the value of acquisitions and to budget and forecast the return on our projects. In addition, unusually volatile prices often disrupt the market for gas and oil properties, as buyers and sellers have
more difficulty agreeing on the purchase price of properties. </FONT></P>

<P><FONT SIZE=2><B>The natural gas gathering, processing, treating and marketing businesses are highly competitive, and there can be no assurance that we can compete successfully with other
companies in the industry.  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;We compete with other companies in the gathering, processing, treating and marketing businesses both for supplies of natural gas and for customers for our
natural gas and NGLs, and for the acquisition of leaseholds. Competition for natural gas supplies is primarily based on the efficiency and reliability of our services, the availability of
transportation and the ability to obtain a satisfactory price for natural gas and NGLs. Our competitors for obtaining additional gas supplies, for gathering and </FONT></P>

<P><FONT SIZE=2>
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processing gas and for marketing gas and NGLs include national and local gas gatherers, brokers, marketers and distributors of various sizes, financial resources and experience. For marketing
customers that have the capability of using alternative fuels, such as oil and coal, we also compete based primarily on price and availability of such alternative fuels. Our competitors for obtaining
leaseholds include major and large independent oil companies as well as smaller independent oil companies and brokers. Competition for sales customers is primarily based upon reliability and price of
deliverable natural gas and NGLs. We have experienced narrowing margins related to third-party sales due to the increasing availability of pricing information in the natural gas industry. Suppliers in
our gas marketing transactions may request additional security such as letters of credit that are not required of certain of
our competitors. If the additional security is required, our marketing margins and volumes may be adversely impacted. </FONT></P>

<P><FONT SIZE=2><B>The construction and operation of our gathering systems, plants and other facilities are subject to environmental laws and regulations that could affect our financial position
or results of operations.  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The construction and operation of our gathering systems, plants and other facilities used for the gathering, transporting, processing, treating or storing of
natural gas and NGLs are subject to federal, state and local environmental laws and regulations, including those that can impose obligations to clean-up hazardous substances at our
facilities or at facilities to which the we send wastes for disposal. In most instances, the applicable regulatory requirements relate to water and air pollution control or waste management. We
believe that we are in substantial compliance with applicable material environmental laws and regulations. Environmental regulation can increase the cost of planning, designing, constructing and
operating our facilities or well sites. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Under
the Clean Air Act, as amended, individual states are required to adopt regulations to implement the operating permit program. We do not believe that compliance with the Clean
Air Act will require any material capital expenditures, although it will cause increased permitting costs in future&nbsp;years and will increase certain operating costs, such as emissions fees, on
an on-going basis. We do not believe that such cost increases will have a material effect on our financial position or results of operations. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;We
believe that it is reasonably likely that the trend in environmental legislation and regulation will continue to be towards stricter standards. We are unaware of future
environmental standards that are reasonably likely to be adopted that will have a material effect on our financial position or results of operations, but cannot rule out that possibility. </FONT></P>


<P><FONT SIZE=2><B>Our business is subject to numerous other operational risks.  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Numerous risks affect drilling activities, including the risk of drilling non-productive wells or dry holes. The cost of drilling, completing and
operating wells and of installing production facilities and pipelines is often uncertain. Also, our drilling operations could diminish or cease because of any of the following: </FONT></P>

<UL>
<DL compact>
<DT><FONT SIZE=2>&#149;</FONT></DT><DD><FONT SIZE=2>title
problems;
<BR><BR></FONT></DD><DT><FONT SIZE=2>&#149;</FONT></DT><DD><FONT SIZE=2>weather
conditions;
<BR><BR></FONT></DD><DT><FONT SIZE=2>&#149;</FONT></DT><DD><FONT SIZE=2>noncompliance
with or changes in governmental requirements or regulations;
<BR><BR></FONT></DD><DT><FONT SIZE=2>&#149;</FONT></DT><DD><FONT SIZE=2>shortage
or delays in the delivery or availability of equipment; and
<BR><BR></FONT></DD><DT><FONT SIZE=2>&#149;</FONT></DT><DD><FONT SIZE=2>failure
or delays in obtaining permits from regulatory agencies, such as those issued by the Bureau of Land Management and various state agencies, for our
operations in a timely manner. </FONT><P><FONT SIZE=2>
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</DD></DL>
</UL>

<P><FONT SIZE=2><B>Regulations may have a significant impact upon our overall operations.  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Many aspects of our gathering, processing, marketing and transportation of natural gas and NGLs are subject to federal, state and local laws and regulations
which can have a significant impact upon our overall operations. As a processor and marketer of natural gas and NGLs, we depend on the transportation and storage services offered by various interstate
and intrastate pipeline companies for the delivery and sale of our own gas supplies as well as those we process and/or market for others. Both the performance of transportation and storage services by
interstate pipelines and the rates charged for such services are subject to the jurisdiction of the Federal Energy Regulatory Commission or state regulatory agencies. An inability to obtain
transportation and/or storage services at competitive rates can hinder our processing and marketing operations and/or affect our sales margins. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;In
addition, the construction of additional gathering and processing facilities and the development of natural gas reserves require permits from several federal, state and local
agencies. In the past we have been successful in receiving all permits necessary to conduct our operations. There can be no assurance, however, that permits in the future will be obtainable or issued
in a timely fashion or that the terms of any permits will be compatible with our business plans. </FONT></P>


<P><FONT SIZE=2><B>Operational risks may result in curtailment or suspension of operations.  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;We are subject to various hazards which are inherent in the industry in which we operate such as explosions, product spills, leaks and fires, acts of sabotage
or terrorism, each of which could cause personal injury and loss of life, severe damage to and destruction of property and equipment, and pollution or other environmental damage, and may result in
curtailment or suspension of operations at the affected facility. We maintain physical damage, comprehensive general liability, workers' compensation and business interruption insurance. Such
insurance is subject to deductibles that we consider reasonable. We are not fully insured against all risks in our business, however, we believe that the coverage we maintain is adequate and
consistent with other companies in the industry. Consistent
with insurance coverage typically available to the natural gas industry, our insurance policies do not provide coverage for losses or liabilities relating to pollution, except for sudden and
accidental occurrences. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="de2405_use_of_proceeds"> </A>
<A NAME="toc_de2405_3"> </A>
<BR></FONT><FONT SIZE=2><B>USE OF PROCEEDS    <BR>  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;All proceeds from the sale of the common stock offered hereby will be for the account of the selling stockholder. We will not receive any of the proceeds from
the sale from time to time of the common stock offered hereby. All expenses of registration incurred in connection with this offering are being borne by us, but all selling and other expenses incurred
by the selling stockholder will be borne by such selling stockholder. </FONT></P>

<P><FONT SIZE=2>
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<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="dg2405_selling_stockholder"> </A>
<A NAME="toc_dg2405_1"> </A>
<BR></FONT><FONT SIZE=2><B>SELLING STOCKHOLDER    <BR>  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The table below presents information with respect to the selling stockholder, Peter A. Dea, who is Western's Chief Executive Officer and President and a member
of its Board of Directors. The table sets forth the number of shares of common stock that such selling stockholder may (i)&nbsp;acquire through exercise of stock options granted under an employment
agreement and a stock option agreement, each entered into between the selling stockholder and Western, and (ii)&nbsp;offer for sale under this prospectus. Information regarding the selling
stockholder, including the number of shares offered for sale, may change from time to time and any changed information will be set forth in a prospectus supplement to the extent required. The address
of the selling stockholder is in care of Western at 12200 North Pecos Street, Denver, Colorado 80234-3439. </FONT></P>

<!-- User-specified TAGGED TABLE -->
<TABLE WIDTH="84%" BORDER=0 CELLSPACING=0 CELLPADDING=0>
<TR VALIGN="BOTTOM">
<TH WIDTH="32%" ALIGN="LEFT"><FONT SIZE=1><B>Name of Selling Stockholder<BR> </B></FONT><HR NOSHADE></TH>
<TH WIDTH="2%"><FONT SIZE=1>&nbsp;</FONT></TH>
<TH WIDTH="20%" ALIGN="CENTER"><FONT SIZE=1><B>Beneficial Ownership<BR>
Before Offering</B></FONT><HR NOSHADE></TH>
<TH WIDTH="2%"><FONT SIZE=1>&nbsp;</FONT></TH>
<TH WIDTH="15%" ALIGN="CENTER"><FONT SIZE=1><B>Percentage of<BR>
Outstanding(1)</B></FONT><HR NOSHADE></TH>
<TH WIDTH="2%"><FONT SIZE=1>&nbsp;</FONT></TH>
<TH WIDTH="25%" ALIGN="CENTER"><FONT SIZE=1><B>Number of Shares of<BR>
Common Stock Covered by<BR>
This Reoffer Prospectus</B></FONT><HR NOSHADE></TH>
</TR>
<TR BGCOLOR="#CCEEFF" VALIGN="TOP">
<TD WIDTH="32%"><FONT SIZE=2>Peter A. Dea</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="20%" ALIGN="RIGHT"><FONT SIZE=2>300,000</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="15%" ALIGN="RIGHT"><FONT SIZE=2>0.92</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=2>%</FONT></TD>
<TD WIDTH="25%" ALIGN="RIGHT"><FONT SIZE=2>300,000</FONT></TD>
</TR>
</TABLE>
<!-- end of user-specified TAGGED TABLE -->

<HR NOSHADE ALIGN="LEFT" WIDTH="120">
<DL compact>
<DT><FONT SIZE=2>(1)</FONT></DT><DD><FONT SIZE=2>Beneficial
ownership is based upon 32,669,888 shares of common stock outstanding as of November&nbsp;1, 2001, as reported in Western's Quarterly Report on
Form&nbsp;10-Q for the quarter ended September&nbsp;30, 2001, which is incorporated herein by reference. </FONT></DD></DL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The
selling stockholder may from time to time sell under this prospectus any or all of the shares of common stock owned by him. Because the selling stockholder is not obligated to
sell the shares of common stock held by him, we cannot estimate the number of shares of common stock that the selling stockholder will beneficially own after this offering. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="dg2405_plan_of_distribution"> </A>
<A NAME="toc_dg2405_2"> </A>
<BR></FONT><FONT SIZE=2><B>PLAN OF DISTRIBUTION    <BR>  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The shares of common stock covered by this reoffer prospectus are being registered by us for the account of the selling stockholder. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The
selling stockholder may sell the shares in one or more transactions (which may involve one or more block transactions) on the New York Stock Exchange, in sales occurring in the
public market off such system, in privately negotiated transactions or in a combination of such transactions. Each such sale may be made either at market prices prevailing at the time of such sale or
at negotiated prices. The selling stockholder may sell some or all of the shares in transactions involving broker-dealers, who may act as agent or acquire the shares as principal. Any broker-dealer
participating in such transactions as agent may receive commissions from the selling stockholder (and, if they act as agent for the purchaser of such shares, from such purchaser). The selling
stockholder will pay usual and customary brokerage fees. Broker-dealers may agree with the selling stockholder to sell a specified number of shares at a stipulated price per share and, to the extent
such a broker-dealer is unable to do so acting as agent for the selling stockholder, to purchase as principals any unsold shares at the price required to fulfill the respective broker-dealer's
commitment to the selling stockholder. Broker-dealers who acquire shares as principals may thereafter resell such shares from time to time in transactions (which may involve cross and block
transactions and which may involve sales to and through other broker-dealers, including transactions of the nature described above) in the over-the-counter market, negotiated
transactions or otherwise, at market prices prevailing at the time of sale or at negotiated prices, and in connection with such resales may pay to or receive from the purchasers of such shares
commissions. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;To
our knowledge, there is currently no agreement with any broker or dealer respecting the sale of the shares offered hereby. Upon the sale of any such shares, the selling stockholder
or anyone effecting sales on behalf of the selling stockholder may be deemed an underwriter, as that term is defined under the Securities Act of 1933, as amended. </FONT></P>

<P><FONT SIZE=2>
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<A NAME="page_dg2405_1_8"> </A></FONT> <FONT SIZE=2>
&nbsp;&nbsp;&nbsp;&nbsp;We will pay all costs relating to the registration of the shares of common stock and the preparation and reproduction of this reoffer prospectus. However, any commissions or other
fees payable to broker-dealers in connection with any sale of the shares will be borne by the selling stockholder or other party selling such shares. We will not receive any proceeds from the sale of
shares of common stock by the selling stockholder. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;In
order to comply with certain states' securities laws, if applicable, the shares will be sold in such jurisdictions only through registered or licensed brokers or dealers. In
certain states the shares may not
be sold unless the shares have been registered or qualified for sale in such state, or unless an exemption form registration or qualification is available and is obtained. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="dg2405_legal_matters"> </A>
<A NAME="toc_dg2405_3"> </A>
<BR></FONT><FONT SIZE=2><B>LEGAL MATTERS    <BR>  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;John C. Walter, who is giving an opinion regarding the legality of the securities registered hereby, is Executive Vice President, General Counsel and Secretary
of Western Gas Resources, Inc. As of December&nbsp;21, 2001, Mr.&nbsp;Walter owned 41,887 shares of Western's common stock and options to purchase 68,900 shares of Western's common stock. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="dg2405_independent_accountants"> </A>
<A NAME="toc_dg2405_4"> </A>
<BR></FONT><FONT SIZE=2><B>INDEPENDENT ACCOUNTANTS    <BR>  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The financial statements incorporated in this Prospectus by reference to the Annual Report on Form&nbsp;10-K of Western Gas Resources, Inc. for
the year ended December&nbsp;31, 2000, have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, independent accountants. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="dg2405_available_information"> </A>
<A NAME="toc_dg2405_5"> </A>
<BR></FONT><FONT SIZE=2><B>AVAILABLE INFORMATION    <BR>  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Western is subject to the informational requirements of the Exchange Act of 1934, as amended, and in accordance therewith files reports, proxy and information
statements and other information with the Securities and Exchange Commission. Such reports, proxy and information statements and other information can be inspected and copied at the Public Reference
Room&nbsp;maintained by the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room&nbsp;by calling the SEC at
1-800-SEC-0330. The SEC maintains an Internet site at http://www.sec.gov that contains reports, proxy and information statements and other information regarding
issuers that file electronically with the SEC, including Western. Western's common stock is listed and traded on the New York Stock Exchange. These reports, proxy and information statements and other
information can also be inspected at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="dg2405_documents_incorporated_by_reference"> </A>
<A NAME="toc_dg2405_6"> </A>
<BR></FONT><FONT SIZE=2><B>DOCUMENTS INCORPORATED BY REFERENCE    <BR>  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The SEC allows "incorporation by reference" into this prospectus of information that Western files with the SEC. This permits Western to disclose important
information to you by referencing these filed documents. Any information referenced in this way is considered part of this prospectus, and any information filed with the SEC subsequent to the date of
this prospectus will automatically be deemed
to update and supersede this information. Western incorporates by reference the following documents which have been filed with the SEC: </FONT></P>

<UL>
<DL compact>
<DT><FONT SIZE=2>&#149;</FONT></DT><DD><FONT SIZE=2>Registration
Statement on Form&nbsp;8-A relating to registration of shares of Western's common stock and Registration Statement on
Form&nbsp;8-A relating to registration of Western's Series&nbsp;A Junior Participating Preferred Stock purchase rights;
<BR><BR></FONT></DD><DT><FONT SIZE=2>&#149;</FONT></DT><DD><FONT SIZE=2>Annual
Report on Form&nbsp;10-K for the year ended December&nbsp;31, 2000;
<BR><BR></FONT></DD><DT><FONT SIZE=2>&#149;</FONT></DT><DD><FONT SIZE=2>Quarterly
Reports on Form&nbsp;10-Q for the quarters ended March&nbsp;31, 2001, June&nbsp;30, 2001 and September&nbsp;30, 2001; </FONT><P><FONT SIZE=2>
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</DD><DT><FONT SIZE=2>&#149;</FONT></DT><DD><FONT SIZE=2>Current
Reports on Form&nbsp;8-K dated March&nbsp;22, 2001 and October&nbsp;17, 2001; and
<BR><BR></FONT></DD><DT><FONT SIZE=2>&#149;</FONT></DT><DD><FONT SIZE=2>Proxy
Statement for the Annual Meeting of Shareholders held on May&nbsp;18, 2001. </FONT></DD></DL>
</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Western
incorporates by reference the documents listed above and any future filings made with the SEC in accordance with Sections&nbsp;13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment hereto which indicates that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Western
will provide without charge to each person to whom a copy of this prospectus has been delivered, upon the written or oral request of such person, a copy of any or all of the
documents referred to above which have been or may be incorporated by reference herein (other than exhibits to such documents unless such exhibits are specifically incorporated by reference in such
documents). Requests for such copies should be directed to John C. Walter, Executive Vice President, Western Gas Resources,&nbsp;Inc., 12200 North Pecos Street, Denver, Colorado
80234-3439 (telephone (303)&nbsp;452-5603). </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="dg2405_indemnification"> </A>
<A NAME="toc_dg2405_7"> </A>
<BR></FONT><FONT SIZE=2><B>INDEMNIFICATION    <BR>  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Western's Bylaws incorporate substantially the provisions of the General Corporation Law of the State of Delaware providing for indemnification of its
directors, officers, employees, and agents against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the
fact that such person is or was an officer, director, employee or agent of Western. In addition, Western is authorized to enter into indemnification agreements with its directors and officers
providing mandatory indemnification to them to the maximum extent permissible under Delaware law. Western has entered into such an indemnification agreement with the selling stockholder. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;As
permitted under Delaware law, Western's Certificate of Incorporation provides for the elimination of the personal liability of a director to the corporation and its stockholders
for monetary damages arising from a breach of the director's fiduciary duty of care. The provision is limited to monetary damages, applies only to a director's actions while acting within his capacity
as a director, and does not entitle Western to limit director liability for any judgment resulting from (a)&nbsp;any breach of the director's duty of loyalty to Western or its stockholders;
(b)&nbsp;acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law; (c)&nbsp;paying an illegal dividend or approving an illegal stock
repurchase; or (d)&nbsp;any transaction from which the director derived an improper personal benefit. In addition, Section&nbsp;145 of the General Corporation Law of the State of Delaware provides
generally that a person sued as a director, officer, employee or agent of a corporation may be indemnified by the corporation for expenses, including counsel fees, judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if in the case of other than derivative suits, the person has acted in good faith and in a
manner the person reasonably believed to be in or not opposed to the best interests of the corporation (and with respect to any criminal action or proceeding, had no reasonable cause to believe that
the person's conduct was unlawful). In the case of a derivative suit, a director, officer, employee or agent of the corporation who is not protected by the Certificate of Incorporation, may be
indemnified by the corporation for expenses, including counsel fees, actually and reasonably incurred by the person in connection with defense or settlement of such action or suit if such person has
acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in the case of a
derivative suit in respect of any claim as to which a director, officer, employee or agent has been adjudged to be liable to the corporation unless the Delaware Court of Chancery or the court in which
such action or suit was brought shall determine that such person is fairly and reasonably entitled to indemnity for proper expenses. Indemnification is mandatory in the case of a present or former
director or officer who is successful on the merits in defense of a suit against such person. </FONT></P>

<P><FONT SIZE=2>
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&nbsp;&nbsp;&nbsp;&nbsp;Western also maintains directors' and officers' liability insurance. Such coverage is limited by the specific terms and provisions of the insurance policies. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Insofar
as indemnification for liabilities arising under the Act may be permitted to directors, officers and persons controlling Western pursuant to the foregoing provisions, or
otherwise, Western has been informed that in the opinion of the SEC such indemnification is against public policy as expressed in
the Securities Act of 1933, as amended, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by Western of expenses incurred
or paid by a director, officer or controlling person of Western in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection
with the securities being registered, Western will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. </FONT></P>

<P><FONT SIZE=2>
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<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="ja2405_part_ii_information_req__ja202469"> </A>
<A NAME="toc_ja2405_1"> </A>
<BR></FONT><FONT SIZE=2><B>PART II<BR>  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT    <BR>  </B></FONT></P>


<P><FONT SIZE=2><B>Item 3. Incorporation of Documents by Reference.  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The following documents are incorporated by reference in this registration statement: </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;The
Registrant's latest Annual Report on Form&nbsp;10-K, filed pursuant to Sections&nbsp;13(a)&nbsp;or 15(d)&nbsp;of the Securities Exchange Act
of 1934 (the "Exchange Act"). </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;All
other reports filed by the Registrant pursuant to Section&nbsp;13(a) or 15(d)&nbsp;of the Exchange Act since the end of the fiscal year covered by the
annual report referred to in (a)&nbsp;above. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;The
descriptions of the Common Stock and Series&nbsp;A Junior Participating Preferred Stock purchase rights which are contained in the Registrant's registration
statements filed under Section&nbsp;12 of the Exchange Act, including any amendment or report filed for the purpose of updating such descriptions. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;All
documents subsequently filed by the Registrant pursuant to Sections&nbsp;13(a), 13(c), 14 and 15(d)&nbsp;of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such documents. </FONT></P>

<P><FONT SIZE=2><B>Item 4. Description of Securities.  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Not applicable. </FONT></P>

<P><FONT SIZE=2><B>Item 5. Interests of Named Experts and Counsel.  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;John C. Walter, who is giving an opinion regarding the legality of the securities registered hereby, is Executive Vice President, General Counsel and Secretary
of the Registrant. As of December&nbsp;21, 2001, Mr.&nbsp;Walter owned 41,887 shares of Common Stock and options to purchase 68,900 shares of Common Stock. </FONT></P>


<P><FONT SIZE=2><B>Item 6. Indemnification of Directors and Officers.  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The Registrant's Bylaws incorporate substantially the provisions of the General Corporation Law of the State of Delaware providing for indemnification of
directors, officers, employees, and agents of the Registrant against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding
arising by reason of the fact that such person is or was an officer, director, employee or agent of the Registrant. In addition, the Registrant is authorized to enter into indemnification agreements
with its directors and officers providing mandatory indemnification to them to the maximum extent permissible under Delaware law. The Registrant has entered into such an indemnification agreement with
the selling stockholder. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;As
permitted under Delaware law, the Registrant's Certificate of Incorporation provides for the elimination of the personal liability of a director to the corporation and its
stockholders for monetary damages arising from a breach of the director's fiduciary duty of care. The provision is limited to monetary damages, applies only to a director's actions while acting within
his capacity as a director, and does not entitle the Registrant to limit director liability for any judgment resulting from (a)&nbsp;any breach of the director's duty of loyalty to the Registrant or
its stockholders; (b)&nbsp;acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law; (c)&nbsp;paying an illegal dividend or approving an
illegal stock repurchase; or (d)&nbsp;any transaction from which the director derived an improper personal benefit. In addition, Section&nbsp;145 of the General Corporation Law of the State of
Delaware provides generally that a person sued as a director, officer, employee or agent of a </FONT></P>

<P><FONT SIZE=2>
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<A NAME="page_ja2405_1_2"> </A></FONT> <FONT SIZE=2>
corporation may be indemnified by the corporation for expenses, including counsel fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection
with such action, suit or proceeding if in the case of other than derivative suits, the person has acted in good faith and in a manner the person reasonably believed to be in or not opposed to the
best interests of the corporation (and with respect to any criminal action or proceeding, had no reasonable cause to believe that the person's conduct was unlawful). In the case of a derivative suit,
a director, officer, employee or agent of the corporation who is not protected by the Certificate of Incorporation, may be indemnified by the corporation for expenses, including counsel fees, actually
and reasonably incurred by the person in connection with defense or settlement of such action or suit if such person has acted in good faith and in a manner the person reasonably believed to be in or
not opposed to the best interests of the corporation, except that no indemnification shall be made in the case of a derivative suit in
respect of any claim as to which a director, officer, employee or agent has been adjudged to be liable to the corporation unless the Delaware Court of Chancery or the court in which such action or
suit was brought shall determine that such person is fairly and reasonably entitled to indemnity for proper expenses. Indemnification is mandatory in the case of a present or former director or
officer who is successful on the merits in defense of a suit against such person. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The
Registrant also maintains directors' and officers' liability insurance. Such coverage is limited by the specific terms and provisions of the insurance policies. </FONT></P>

<P><FONT SIZE=2><B>Item 7. Exemption from Registration Claimed.  </B></FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Not applicable. </FONT></P>

<P><FONT SIZE=2><B>Item 8. Exhibits.  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The following exhibits are filed as part of this Registration Statement. </FONT></P>

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<TH WIDTH="12%" ALIGN="CENTER"><FONT SIZE=1><B>Exhibit Number</B></FONT><HR NOSHADE></TH>
<TH WIDTH="3%"><FONT SIZE=1>&nbsp;</FONT></TH>
<TH WIDTH="85%" ALIGN="CENTER"><FONT SIZE=1><B>Description</B></FONT><HR NOSHADE></TH>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="12%" ALIGN="RIGHT"><FONT SIZE=2>4.1</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="85%"><FONT SIZE=2>The Certificate of Incorporation of the Registrant (Filed as Exhibit&nbsp;3.1 to the Registrant's Registration Statement on Form&nbsp;S-1, Registration No.&nbsp;33-31604, and incorporated herein by reference).</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="12%" ALIGN="RIGHT"><FONT SIZE=2><BR>
4.2</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="85%"><FONT SIZE=2><BR>
Certificate of Amendment to the Certificate of Incorporation of the Registrant (Filed as Exhibit&nbsp;3.2 to the Registrant's Registration Statement on Form&nbsp;S-1, Registration No.&nbsp;33-31604, and incorporated herein by reference).</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="12%" ALIGN="RIGHT"><FONT SIZE=2><BR>
4.3</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="85%"><FONT SIZE=2><BR>
Certificate of Designation of 7.25% Cumulative Senior Perpetual Convertible Preferred Stock of the Registrant (Filed as Exhibit&nbsp;3.5 to the Registrant's Registration Statement on Form&nbsp;S-1, Registration No.&nbsp;33-43077, and incorporated
herein by reference).</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="12%" ALIGN="RIGHT"><FONT SIZE=2><BR>
4.4</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="85%"><FONT SIZE=2><BR>
Certificate of Designation of the $2.28 Cumulative Preferred Stock of the Registrant (Filed as Exhibit&nbsp;3.6 to the Registrant's Registration Statement on Form&nbsp;S-1, Registration No.&nbsp;33-53786, and incorporated herein by
reference).</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="12%" ALIGN="RIGHT"><FONT SIZE=2><BR>
4.5</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="85%"><FONT SIZE=2><BR>
Certificate of Designation of the $2.625 Cumulative Convertible Preferred Stock of the Registrant (Filed under cover of Form&nbsp;8-K, dated February&nbsp;24, 1994, and incorporated herein by reference).</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="12%" ALIGN="RIGHT"><FONT SIZE=2><BR>
4.6</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="85%"><FONT SIZE=2><BR>
The Amended and Restated Bylaws of the Registrant, adopted on October&nbsp;12, 2001, and in effect on the date hereof (Filed as Exhibit&nbsp;3.3 to the Registrant's Quarterly Report on Form&nbsp;10-Q for the quarter ended September&nbsp;30, 2001, and
incorporated herein by reference).</FONT></TD>
</TR>
</TABLE>
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<TD WIDTH="12%" ALIGN="RIGHT"><FONT SIZE=2><BR>
4.7</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="85%"><FONT SIZE=2><BR>
Rights Agreement, dated as of March&nbsp;22, 2001, between the Registrant and Fleet National Bank (f/k/a Bank Boston, NA), as Rights Agent, including the form of Certificate of Designation, Preferences and Rights as Exhibit&nbsp;A, the form of Rights
Certificate as Exhibit&nbsp;B and the Summary of Rights to Purchase Preferred Stock as Exhibit&nbsp;C. Pursuant to the Rights Agreement, printed Rights Certificates will not be mailed until after the Distribution Date (as such term is defined in the
Rights Agreement) (Filed as Exhibit&nbsp;1 to the Registrant's Registration Statement on Form&nbsp;8-A (No.&nbsp;001-10389), dated March&nbsp;29, 2001, and incorporated herein by reference).</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="12%" ALIGN="RIGHT"><FONT SIZE=2><BR>
5.1</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="85%"><FONT SIZE=2><BR>
Opinion of John C. Walter, as to the legality of the Common Stock offered hereby.</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="12%" ALIGN="RIGHT"><FONT SIZE=2><BR>
23.1</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="85%"><FONT SIZE=2><BR>
Consent of John C. Walter (included as part of Exhibit&nbsp;5.1 hereto).</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="12%" ALIGN="RIGHT"><FONT SIZE=2><BR>
23.2</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="85%"><FONT SIZE=2><BR>
Consent of PricewaterhouseCoopers LLP.</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="12%" ALIGN="RIGHT"><FONT SIZE=2><BR>
24.1</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="85%"><FONT SIZE=2><BR>
Powers of Attorney.</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="12%" ALIGN="RIGHT"><FONT SIZE=2><BR>
99.1</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="85%"><FONT SIZE=2><BR>
Employment Agreement, as amended, dated October&nbsp;15, 2001, between the Registrant and Peter A. Dea, including the Stock Option Agreement attached as an exhibit thereto (included as part of Exhibit&nbsp;99.1 hereto).</FONT></TD>
</TR>
</TABLE>
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<P><FONT SIZE=2><B>Item 9. Undertakings.  </B></FONT></P>

<UL>
<DL compact>
<DT><FONT SIZE=2>(a)</FONT></DT><DD><FONT SIZE=2>The
undersigned Registrant hereby undertakes:
<BR><BR></FONT>
<DL compact>
<DT><FONT SIZE=2>(1)</FONT></DT><DD><FONT SIZE=2>To
file, during any period in which offers or sales are being made, a post-effective amendment to the registration statement:
<BR><BR></FONT>
<DL compact>
<DT><FONT SIZE=2>(i)</FONT></DT><DD><FONT SIZE=2>To
include any prospectus required by Section&nbsp;10(a)(3)&nbsp;of the Securities Act of 1933;
<BR><BR></FONT></DD><DT><FONT SIZE=2>(ii)</FONT></DT><DD><FONT SIZE=2>To
reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule&nbsp;424(b)&nbsp;if, in the aggregate, the changes in volume and
price represent no more than 20&nbsp;percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and
<BR><BR></FONT></DD><DT><FONT SIZE=2>(iii)</FONT></DT><DD><FONT SIZE=2>To
include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement; </FONT></DD></DL>
</DD></DL>
</DD></DL>
</UL>
<UL>

<P><FONT SIZE=2>provided,
however, that paragraph&nbsp;(a)(1)(i)&nbsp;and (a)&nbsp;(1)&nbsp;(ii)&nbsp;do not apply if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Sections&nbsp;13 or 15(d)&nbsp;of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement. </FONT></P>

<UL>
<DL compact>
<DT><FONT SIZE=2>(2)</FONT></DT><DD><FONT SIZE=2>That,
for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. </FONT><P><FONT SIZE=2>
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</DD><DT><FONT SIZE=2>(3)</FONT></DT><DD><FONT SIZE=2>To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. </FONT></DD></DL>
</UL>
</UL>
<BR>
<UL>
<DL compact>
<DT><FONT SIZE=2>(b)</FONT></DT><DD><FONT SIZE=2>The
undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant
to Sections&nbsp;13(a)&nbsp;or 15(d)&nbsp;of the Securities Exchange Act of 1934, (and, where applicable, each filing of an employee benefit plan's annual report pursuant to
Section&nbsp;15(d)&nbsp;of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
<BR><BR></FONT></DD><DT><FONT SIZE=2>(c)</FONT></DT><DD><FONT SIZE=2>Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the
provisions described in Item 6, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication
of such issue. </FONT><P><FONT SIZE=2>
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</DD></DL>
</UL>
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<BR></FONT><FONT SIZE=2><B>SIGNATURES    <BR>  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form&nbsp;S-8 and has duly caused this registration statement to be signed in its behalf by the undersigned, thereunto duly authorized, in the City of Denver,
State of Colorado, on this 21<SUP>st</SUP> day of December, 2001. </FONT></P>

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<TD WIDTH="47%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD COLSPAN=3><FONT SIZE=2>WESTERN GAS RESOURCES,&nbsp;INC.</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="47%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="5%"><FONT SIZE=2><BR>
By:</FONT></TD>
<TD WIDTH="1%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="45%"><FONT SIZE=2><BR>
/s/&nbsp;</FONT><FONT SIZE=2>JOHN C. WALTER</FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;</FONT><HR NOSHADE><FONT SIZE=2> Name: John C. Walter<BR>
Title: Executive Vice President<BR></FONT>
</TD>
</TR>
</TABLE>
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<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;KNOWN
ALL MEN BY THESE PRESENTS that each person whose signature to this Registration Statement appears below hereby constitutes and appoints John C. Walter and William J. Krysiak, or
either of them, as such person's true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in such person's name,
place and stead, in any and all capacities, to sign any and all amendments to the Registration Statement, including post-effective amendments, and registration statements filed pursuant to
Rule&nbsp;462 under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and does
hereby grant unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about
the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent, or
any substitute therefor, may lawfully do or cause to be done by virtue hereof. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated. </FONT></P>

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<TH WIDTH="45%" ALIGN="CENTER"><FONT SIZE=1><B>Signature</B></FONT><HR NOSHADE></TH>
<TH WIDTH="2%"><FONT SIZE=1>&nbsp;</FONT></TH>
<TH WIDTH="27%" ALIGN="CENTER"><FONT SIZE=1><B>Title</B></FONT><HR NOSHADE></TH>
<TH WIDTH="2%"><FONT SIZE=1>&nbsp;</FONT></TH>
<TH WIDTH="23%" ALIGN="CENTER"><FONT SIZE=1><B>Date</B></FONT><HR NOSHADE></TH>
</TR>
<TR VALIGN="BOTTOM">
<TD WIDTH="45%" ALIGN="CENTER" VALIGN="CENTER"><BR><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="2%" VALIGN="CENTER"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="27%" VALIGN="CENTER"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="2%" VALIGN="CENTER"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="23%" VALIGN="CENTER"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="45%" ALIGN="CENTER" VALIGN="CENTER"><FONT SIZE=2>/s/&nbsp;</FONT><FONT SIZE=2>PETER A. DEA</FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;</FONT><HR NOSHADE><FONT SIZE=2> Peter A. Dea</FONT></TD>
<TD WIDTH="2%" VALIGN="CENTER"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="27%" VALIGN="CENTER"><FONT SIZE=2>Chief Executive Officer, President and Director (Principal Executive Officer)</FONT></TD>
<TD WIDTH="2%" VALIGN="CENTER"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="23%" ALIGN="CENTER" VALIGN="CENTER"><FONT SIZE=2>December 21, 2001</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="45%" ALIGN="CENTER" VALIGN="CENTER"><FONT SIZE=2><BR>
/s/&nbsp;</FONT><FONT SIZE=2>BRION G. WISE</FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;</FONT><HR NOSHADE><FONT SIZE=2> Brion G. Wise</FONT></TD>
<TD WIDTH="2%" VALIGN="CENTER"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="27%" VALIGN="CENTER"><FONT SIZE=2><BR>
Chairman of the Board and Director</FONT></TD>
<TD WIDTH="2%" VALIGN="CENTER"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="23%" ALIGN="CENTER" VALIGN="CENTER"><FONT SIZE=2><BR>
December 21, 2001</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="45%" ALIGN="CENTER" VALIGN="CENTER"><FONT SIZE=2><BR>
/s/&nbsp;</FONT><FONT SIZE=2>WALTER L. STONEHOCKER</FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;</FONT><HR NOSHADE><FONT SIZE=2> Walter L. Stonehocker</FONT></TD>
<TD WIDTH="2%" VALIGN="CENTER"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="27%" VALIGN="CENTER"><FONT SIZE=2><BR>
Vice Chairman of the Board and Director</FONT></TD>
<TD WIDTH="2%" VALIGN="CENTER"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="23%" ALIGN="CENTER" VALIGN="CENTER"><FONT SIZE=2><BR>
December 21, 2001</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="45%" ALIGN="CENTER" VALIGN="CENTER"><FONT SIZE=2><BR>
/s/&nbsp;</FONT><FONT SIZE=2>WILLIAM J. KRYSIAK</FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;</FONT><HR NOSHADE><FONT SIZE=2> William J. Krysiak</FONT></TD>
<TD WIDTH="2%" VALIGN="CENTER"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="27%" VALIGN="CENTER"><FONT SIZE=2><BR>
Chief Financial Officer (Principal Financial and Accounting Officer)</FONT></TD>
<TD WIDTH="2%" VALIGN="CENTER"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="23%" ALIGN="CENTER" VALIGN="CENTER"><FONT SIZE=2><BR>
December 21, 2001</FONT></TD>
</TR>
</TABLE>
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<TR VALIGN="BOTTOM">
<TD WIDTH="45%" ALIGN="CENTER" VALIGN="CENTER"><FONT SIZE=2><BR>
/s/&nbsp;</FONT><FONT SIZE=2>LANNY F. OUTLAW</FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;</FONT><HR NOSHADE><FONT SIZE=2> Lanny F. Outlaw</FONT></TD>
<TD WIDTH="2%" VALIGN="CENTER"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="27%" VALIGN="CENTER"><FONT SIZE=2><BR>
Director</FONT></TD>
<TD WIDTH="2%" VALIGN="CENTER"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="23%" ALIGN="CENTER" VALIGN="CENTER"><FONT SIZE=2><BR>
December 21, 2001</FONT></TD>
</TR>
<TR VALIGN="BOTTOM">
<TD WIDTH="45%" ALIGN="CENTER" VALIGN="CENTER"><FONT SIZE=2><BR>
/s/&nbsp;</FONT><FONT SIZE=2>DEAN PHILLIPS</FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;</FONT><HR NOSHADE><FONT SIZE=2> Dean Phillips</FONT></TD>
<TD WIDTH="2%" VALIGN="CENTER"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="27%" VALIGN="CENTER"><FONT SIZE=2><BR>
Director</FONT></TD>
<TD WIDTH="2%" VALIGN="CENTER"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="23%" ALIGN="CENTER" VALIGN="CENTER"><FONT SIZE=2><BR>
December 21, 2001</FONT></TD>
</TR>
<TR VALIGN="BOTTOM">
<TD WIDTH="45%" ALIGN="CENTER" VALIGN="CENTER"><FONT SIZE=2><BR>
/s/&nbsp;</FONT><FONT SIZE=2>JOSEPH E. REID</FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;</FONT><HR NOSHADE><FONT SIZE=2> Joseph E. Reid</FONT></TD>
<TD WIDTH="2%" VALIGN="CENTER"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="27%" VALIGN="CENTER"><FONT SIZE=2><BR>
Director</FONT></TD>
<TD WIDTH="2%" VALIGN="CENTER"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="23%" ALIGN="CENTER" VALIGN="CENTER"><FONT SIZE=2><BR>
December 21, 2001</FONT></TD>
</TR>
<TR VALIGN="BOTTOM">
<TD WIDTH="45%" ALIGN="CENTER" VALIGN="CENTER"><FONT SIZE=2><BR>
/s/&nbsp;</FONT><FONT SIZE=2>RICHARD B. ROBINSON</FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;</FONT><HR NOSHADE><FONT SIZE=2> Richard B. Robinson</FONT></TD>
<TD WIDTH="2%" VALIGN="CENTER"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="27%" VALIGN="CENTER"><FONT SIZE=2><BR>
Director</FONT></TD>
<TD WIDTH="2%" VALIGN="CENTER"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="23%" ALIGN="CENTER" VALIGN="CENTER"><FONT SIZE=2><BR>
December 21, 2001</FONT></TD>
</TR>
<TR VALIGN="BOTTOM">
<TD WIDTH="45%" ALIGN="CENTER" VALIGN="CENTER"><FONT SIZE=2><BR>
/s/&nbsp;</FONT><FONT SIZE=2>WARD SAUVAGE</FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;</FONT><HR NOSHADE><FONT SIZE=2> Ward Sauvage</FONT></TD>
<TD WIDTH="2%" VALIGN="CENTER"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="27%" VALIGN="CENTER"><FONT SIZE=2><BR>
Director</FONT></TD>
<TD WIDTH="2%" VALIGN="CENTER"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="23%" ALIGN="CENTER" VALIGN="CENTER"><FONT SIZE=2><BR>
December 21, 2001</FONT></TD>
</TR>
<TR VALIGN="BOTTOM">
<TD WIDTH="45%" ALIGN="CENTER" VALIGN="CENTER"><FONT SIZE=2><BR>
/s/&nbsp;</FONT><FONT SIZE=2>JAMES A. SENTY</FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;</FONT><HR NOSHADE><FONT SIZE=2> James A. Senty</FONT></TD>
<TD WIDTH="2%" VALIGN="CENTER"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="27%" VALIGN="CENTER"><FONT SIZE=2><BR>
Director</FONT></TD>
<TD WIDTH="2%" VALIGN="CENTER"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="23%" ALIGN="CENTER" VALIGN="CENTER"><FONT SIZE=2><BR>
December 21, 2001</FONT></TD>
</TR>
</TABLE>
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<P><FONT SIZE=2>
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TABLE OF CONTENTS
As filed with the Securities and Exchange Commission on December 21, 2001
Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
WESTERN GAS RESOURCES, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
84-1127613
(State or Other Jurisdiction of Incorporation or Organization)
(I.R.S. Employer Identification No.)
12200 North Pecos Street
Denver, Colorado 80234
(303) 452-5603
(Address, Including Zip Code, and Telephone Number
of Registrant's Principal Executive Offices)
SHARES ISSUABLE TO PETER A. DEA UPON EXERCISE OF OUTSTANDING
STOCK OPTIONS GRANTED PURSUANT TO
AN EMPLOYMENT AGREEMENT AND A STOCK OPTION AGREEMENT
(Full Title of the Plan)
John C. Walter, Esq.
Executive Vice President, General Counsel and Secretary
Western Gas Resources, Inc.
12200 North Pecos Street
Denver, Colorado 80234
(303) 452-5603
(Name, Address and Telephone Number,
Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
Title of Securities To Be Registered
Amount To Be
Registered(1)
Proposed Maximum
Offering Price Per Share
Proposed Maximum
Aggregate Offering Price
Amount of
Registration Fee
Common Stock, par value $.10 per share, including Series A Junior Participating Preferred Stock purchase rights attached thereto(2)
300,000 shares(3)
$25.016(4)
$7,504,800(4)
$1,793.65
(1)
This
registration statement, pursuant to Rule 416 under the Securities Act of 1933, as amended (the "Act"), covers any additional shares of common stock, par value $.10 per
share ("Common Stock"), of Western Gas Resources, Inc. (the "Registrant"), which become issuable under the stock option agreement set forth in note (3) below by reason of any
stock dividend, stock split, recapitalization, exchange of shares or other similar transaction.
(2)
On
March 22, 2001, the Board of Directors of the Registrant declared a dividend distribution of one Series A Junior Participating Preferred Stock purchase right for
each outstanding share of Common Stock to stockholders of record at the close of business on April 9, 2001 (the "Record Date"). The description and terms of the Series A Junior
Participating Preferred Stock purchase rights are set forth in the Rights Agreement (the "Rights Agreement"), dated as of March 22, 2001, between the Registrant and Fleet National Bank, as
Rights Agent. Until the occurrence of certain prescribed events, the rights are not exercisable, are evidenced by the certificates for the Common Stock and will be transferred only with the Common
Stock. The value attributable to such rights, if any, is reflected in the market price of the Common Stock. Pursuant to the Rights Agreement, such rights will also be issued in respect of all shares
of Common Stock that the Registrant issues after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date (each as defined in the Rights Agreement). In respect of
shares of Common Stock of the Registrant issued or sold pursuant to the exercise of stock options or under any employee plan or arrangement after the Distribution Date and prior to the Expiration
Date, the Rights Agreement states that the Registrant will, provided that certain circumstances are not present, issue Rights Certificates representing the appropriate number of Rights in connection
with such issuance or sale.
(3)
These
shares of Common Stock are issuable to Peter A. Dea upon exercise of outstanding stock options granted pursuant to an employment agreement and a stock option agreement, each
entered into between Peter A. Dea and the Registrant, at a per share exercise price of $25.016, which is $5.00 below the closing price per share for the Common Stock on October 15, 2001, the
effective date of the employment agreement.
(4)
The
proposed maximum offering price per share was estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h)(1) under the Act
and was based on the price at which the options may be exercised pursuant to the employment agreement and the stock option agreement entered into between Peter A. Dea and the Registrant.
EXPLANATORY NOTE
The Registrant has prepared this registration statement in accordance with the requirements of Form S-8 under the Act, to register shares of
its Common Stock. Under cover of this Form S-8 is a reoffer prospectus that the Registrant prepared in accordance with Part I of Form S-3 under the Act.
The reoffer prospectus may be utilized for reofferings and resales of up to 300,000 shares of common stock acquired by Peter A. Dea, the prospective selling stockholder, under an employment agreement
and a stock option agreement, each entered into between Peter A. Dea and the Registrant. (In the event of a future anti-dilution adjustment relating to the number of shares issuable upon
exercise of the options, the number of shares set forth in the reoffer prospectus will be appropriately adjusted.) The reoffer prospectus does not contain all the information set forth in the
registration statement, certain items of which are contained in schedules and exhibits to the registration statement as permitted by the rules and regulations of the Securities and Exchange
Commission. Statements contained in the reoffer prospectus as to the contents of any agreement, instrument or other document are not necessarily complete. With respect to each such agreement,
instrument or other document filed as an exhibit to the registration statement, reference is made to the exhibit for a more complete description of the matter involved, and each such statement shall
be deemed qualified in its entirety by such reference.
Reoffer Prospectus
300,000 Shares
Western Gas Resources, Inc.
Common Stock
This
reoffer prospectus relates to 300,000 shares of Western Gas Resources, Inc.'s common stock, par value $.10 per share, which may be offered for sale from time to time by
the selling stockholder named herein. The selling stockholder may acquire the common stock in connection with an employment agreement and a stock option agreement. We will not receive any proceeds
from the sale of shares of common stock by the selling stockholder.
You
should read this prospectus and any accompanying prospectus supplement carefully before you make your investment decision. The prospectus supplement will describe the means of
distribution for any shares of common stock sold by the selling stockholder. For general information about the distribution of the common stock offered, please see "Plan of Distribution" in this
prospectus.
Western's
common stock is listed on the New York Stock Exchange under the trading symbol "WGR".
Investing in the common stock involves risks. See "Risk Factors" beginning on page 3.
Neither
the Securities and Exchange Commission, any state securities commission or any other regulatory body has approved or disapproved of these securities or determined if this
prospectus or the accompanying prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
The
date of this Reoffer Prospectus is December 21, 2001.
TABLE OF CONTENTS
THE COMPANY
RISK FACTORS
USE OF PROCEEDS
SELLING STOCKHOLDER
PLAN OF DISTRIBUTION
LEGAL MATTERS
INDEPENDENT ACCOUNTANTS
AVAILABLE INFORMATION
DOCUMENTS INCORPORATED BY REFERENCE
INDEMNIFICATION
You
should rely only on the information contained or incorporated by reference in this prospectus and any accompanying prospectus supplement. Neither we nor the selling stockholder
have authorized anyone to provide you with additional or different information. If anyone provided you with additional or different information, you should not rely on it. Neither we nor the selling
stockholder are making an offer to sell or soliciting an offer to buy these securities in any jurisdiction where such offer, solicitation or sale is not permitted. You should assume that the
information contained in this prospectus and any accompanying prospectus supplement is accurate only as of their respective dates and that any information incorporated by reference is accurate only as
of the date of the document
incorporated by reference. Our business, financial condition, results of operations and prospects may have changed since those dates.
Unless
otherwise stated or the context otherwise requires, references in this prospectus to "we," "us," and "our" refer to Western Gas Resources, Inc. and its subsidiaries as a
consolidated entity, while references to "Western" refer only Western Gas Resources, Inc. on a nonconsolidated basis.
THE COMPANY
We are an independent gas gatherer and processor and an energy marketer providing a full range of services to our customers from the wellhead to the delivery
point. We design, construct, own and operate natural gas gathering, processing, treating and storage facilities in major gas-producing basins in the Rocky Mountain,
Mid-Continent, Gulf Coast and Southwestern regions of the United States. We connect producers' wells to our gathering systems for delivery to our processing or treating plants, process the
natural gas to extract natural gas liquids ("NGLs") and treat the natural gas in order to meet pipeline specifications. We are a nationwide marketer of natural gas, NGLs and wholesale electric power,
providing a full range of services including risk management, storage, transportation, scheduling and peaking services to a variety of customers. Western was incorporated in Delaware in 1989. Its
principal offices are located at 12200 North Pecos Street, Denver, Colorado 80234-3439, and its telephone number is (303) 452-5603.
RISK FACTORS
Prospective investors should carefully review the following factors together with the other information contained in, or incorporated by reference into, this
prospectus and any accompanying prospectus supplement prior to making an investment decision.
Our future financial condition and results of operations are affected by volatile product prices and hedging transactions.
Our future financial condition and results of operations will depend significantly upon the prices received for our natural gas and NGLs. Prices for natural
gas and NGLs are subject to fluctuations in response to changes in supply, market uncertainty and a variety of additional factors that are beyond our control. These factors include the level of
domestic production, the availability of imported oil and gas, actions taken by foreign oil and gas producing nations, the availability of transportation systems with adequate capacity, the
availability of competitive fuels, fluctuating and seasonal demand for oil, gas and NGLs, conservation and the extent of governmental regulation of production and the overall economic environment. A
substantial or extended decline in gas and/or NGL prices would have a material adverse effect on our financial position, results of operations and access to capital.
Our
risk management policy is to enter into futures, swaps and option contracts primarily to reduce risk and lock-in profit margins on our marketing and storage
activities. Over-the-counter derivatives, with
creditworthy counterparties, also permit us to offer our gas customers alternate pricing and delivery mechanisms meeting their specific needs. To ensure a known price for future equity production and
a fixed margin between gas injected into storage and gas withdrawn from storage, we typically will sell a futures contract and related basis swap and thereafter, either (i) make physical
delivery of our product to comply with such futures contract and settle our basis swap or (ii) buy matching futures and basis position contracts to unwind our position and sell our production
to a customer in the cash market. We also may contract to sell future production to a customer at a fixed price and then purchase futures contracts to lock-in a margin. These same
techniques also may be utilized to manage price risk for product purchased from marketing customers. Such contracts may expose us to the risk of financial loss in certain circumstances, including
instances where production is less than expected, our customers fail to purchase or deliver the contracted quantities of natural gas or NGLs or credit risk with derivatives counterparties.
Furthermore, to the extent that we engage in hedging activities, we may be prevented from realizing the benefits of price increases above the levels of such hedges.
The uncertainties of gas supply may affect our ability to replace dedicated reserves.
We must continually connect new wells to our gathering systems in order to maintain or increase throughput levels to offset natural declines in dedicated
volumes. Historically, while certain individual plants have experienced declines in dedicated reserves, we have been successful in connecting additional reserves to more than offset the natural
declines and reserves dedicated to existing facilities. There is no assurance that we will continue to be successful in replacing the dedicated reserves processed at our facilities.
Our estimates of oil and gas reserves are subject to numerous uncertainties.
Our reserve estimates are subject to numerous uncertainties inherent in the estimation of quantities of proved and probable reserves, the projection of future
rates of production and the timing of development expenditures. The accuracy of such estimates is a function of the quality of available data and of engineering and geological interpretation and
judgment. Reserve estimates are imprecise and should be expected to change as additional information becomes available. Results of subsequent drilling, testing and production may cause either upward
or downward revisions of previous estimates. In addition, the estimates of future net revenues from our proved reserves and the present value thereof are based upon certain assumptions about
production levels, prices and costs, which may not be correct. Further, the volumes considered to be commercially recoverable fluctuate with changes in prices and operating costs. The meaningfulness
of such estimates is highly dependent upon the accuracy of the assumptions upon which they were based. Actual results may differ materially from the results estimated. Our estimates of reserves
dedicated to our gathering and processing facilities are calculated by our reservoir engineering staff and are based on publicly available data. These estimates may be less reliable than the reserve
estimates made for our own producing properties since the data available for estimates of our own producing properties also includes our proprietary data.
Our ability to pay fixed charges and common stock dividends depends on many factors.
Our financial and operational performance depends in part on prevailing economic conditions and on various financial, business and other factors beyond our
control. We cannot assure you that our cash flows and capital resources will be sufficient to pay our fixed charges, including interest expense and common stock dividends.
Opportunities for expansion and availability of related financing are uncertain.
In order for us to expand our business through either the purchase or construction of new gathering and processing facilities, we will be required to identify
expansion opportunities and to finance such activities, using cash flow, equity or debt financing or a combination thereof. No assurance can be given that appropriate opportunities for expansion at
levels of profitability which satisfy our target rates can be obtained or that financing on terms acceptable to us can be obtained. Natural gas and oil price volatility make it difficult to estimate
the value of acquisitions and to budget and forecast the return on our projects. In addition, unusually volatile prices often disrupt the market for gas and oil properties, as buyers and sellers have
more difficulty agreeing on the purchase price of properties.
The natural gas gathering, processing, treating and marketing businesses are highly competitive, and there can be no assurance that we can compete successfully with other
companies in the industry.
We compete with other companies in the gathering, processing, treating and marketing businesses both for supplies of natural gas and for customers for our
natural gas and NGLs, and for the acquisition of leaseholds. Competition for natural gas supplies is primarily based on the efficiency and reliability of our services, the availability of
transportation and the ability to obtain a satisfactory price for natural gas and NGLs. Our competitors for obtaining additional gas supplies, for gathering and
processing gas and for marketing gas and NGLs include national and local gas gatherers, brokers, marketers and distributors of various sizes, financial resources and experience. For marketing
customers that have the capability of using alternative fuels, such as oil and coal, we also compete based primarily on price and availability of such alternative fuels. Our competitors for obtaining
leaseholds include major and large independent oil companies as well as smaller independent oil companies and brokers. Competition for sales customers is primarily based upon reliability and price of
deliverable natural gas and NGLs. We have experienced narrowing margins related to third-party sales due to the increasing availability of pricing information in the natural gas industry. Suppliers in
our gas marketing transactions may request additional security such as letters of credit that are not required of certain of
our competitors. If the additional security is required, our marketing margins and volumes may be adversely impacted.
The construction and operation of our gathering systems, plants and other facilities are subject to environmental laws and regulations that could affect our financial position
or results of operations.
The construction and operation of our gathering systems, plants and other facilities used for the gathering, transporting, processing, treating or storing of
natural gas and NGLs are subject to federal, state and local environmental laws and regulations, including those that can impose obligations to clean-up hazardous substances at our
facilities or at facilities to which the we send wastes for disposal. In most instances, the applicable regulatory requirements relate to water and air pollution control or waste management. We
believe that we are in substantial compliance with applicable material environmental laws and regulations. Environmental regulation can increase the cost of planning, designing, constructing and
operating our facilities or well sites.
Under
the Clean Air Act, as amended, individual states are required to adopt regulations to implement the operating permit program. We do not believe that compliance with the Clean
Air Act will require any material capital expenditures, although it will cause increased permitting costs in future years and will increase certain operating costs, such as emissions fees, on
an on-going basis. We do not believe that such cost increases will have a material effect on our financial position or results of operations.
We
believe that it is reasonably likely that the trend in environmental legislation and regulation will continue to be towards stricter standards. We are unaware of future
environmental standards that are reasonably likely to be adopted that will have a material effect on our financial position or results of operations, but cannot rule out that possibility.
Our business is subject to numerous other operational risks.
Numerous risks affect drilling activities, including the risk of drilling non-productive wells or dry holes. The cost of drilling, completing and
operating wells and of installing production facilities and pipelines is often uncertain. Also, our drilling operations could diminish or cease because of any of the following:
•
title
problems;
•
weather
conditions;
•
noncompliance
with or changes in governmental requirements or regulations;
•
shortage
or delays in the delivery or availability of equipment; and
•
failure
or delays in obtaining permits from regulatory agencies, such as those issued by the Bureau of Land Management and various state agencies, for our
operations in a timely manner.
Regulations may have a significant impact upon our overall operations.
Many aspects of our gathering, processing, marketing and transportation of natural gas and NGLs are subject to federal, state and local laws and regulations
which can have a significant impact upon our overall operations. As a processor and marketer of natural gas and NGLs, we depend on the transportation and storage services offered by various interstate
and intrastate pipeline companies for the delivery and sale of our own gas supplies as well as those we process and/or market for others. Both the performance of transportation and storage services by
interstate pipelines and the rates charged for such services are subject to the jurisdiction of the Federal Energy Regulatory Commission or state regulatory agencies. An inability to obtain
transportation and/or storage services at competitive rates can hinder our processing and marketing operations and/or affect our sales margins.
In
addition, the construction of additional gathering and processing facilities and the development of natural gas reserves require permits from several federal, state and local
agencies. In the past we have been successful in receiving all permits necessary to conduct our operations. There can be no assurance, however, that permits in the future will be obtainable or issued
in a timely fashion or that the terms of any permits will be compatible with our business plans.
Operational risks may result in curtailment or suspension of operations.
We are subject to various hazards which are inherent in the industry in which we operate such as explosions, product spills, leaks and fires, acts of sabotage
or terrorism, each of which could cause personal injury and loss of life, severe damage to and destruction of property and equipment, and pollution or other environmental damage, and may result in
curtailment or suspension of operations at the affected facility. We maintain physical damage, comprehensive general liability, workers' compensation and business interruption insurance. Such
insurance is subject to deductibles that we consider reasonable. We are not fully insured against all risks in our business, however, we believe that the coverage we maintain is adequate and
consistent with other companies in the industry. Consistent
with insurance coverage typically available to the natural gas industry, our insurance policies do not provide coverage for losses or liabilities relating to pollution, except for sudden and
accidental occurrences.
USE OF PROCEEDS
All proceeds from the sale of the common stock offered hereby will be for the account of the selling stockholder. We will not receive any of the proceeds from
the sale from time to time of the common stock offered hereby. All expenses of registration incurred in connection with this offering are being borne by us, but all selling and other expenses incurred
by the selling stockholder will be borne by such selling stockholder.
SELLING STOCKHOLDER
The table below presents information with respect to the selling stockholder, Peter A. Dea, who is Western's Chief Executive Officer and President and a member
of its Board of Directors. The table sets forth the number of shares of common stock that such selling stockholder may (i) acquire through exercise of stock options granted under an employment
agreement and a stock option agreement, each entered into between the selling stockholder and Western, and (ii) offer for sale under this prospectus. Information regarding the selling
stockholder, including the number of shares offered for sale, may change from time to time and any changed information will be set forth in a prospectus supplement to the extent required. The address
of the selling stockholder is in care of Western at 12200 North Pecos Street, Denver, Colorado 80234-3439.
Name of Selling Stockholder
Beneficial Ownership
Before Offering
Percentage of
Outstanding(1)
Number of Shares of
Common Stock Covered by
This Reoffer Prospectus
Peter A. Dea
300,000
0.92
%
300,000
(1)
Beneficial
ownership is based upon 32,669,888 shares of common stock outstanding as of November 1, 2001, as reported in Western's Quarterly Report on
Form 10-Q for the quarter ended September 30, 2001, which is incorporated herein by reference.
The
selling stockholder may from time to time sell under this prospectus any or all of the shares of common stock owned by him. Because the selling stockholder is not obligated to
sell the shares of common stock held by him, we cannot estimate the number of shares of common stock that the selling stockholder will beneficially own after this offering.
PLAN OF DISTRIBUTION
The shares of common stock covered by this reoffer prospectus are being registered by us for the account of the selling stockholder.
The
selling stockholder may sell the shares in one or more transactions (which may involve one or more block transactions) on the New York Stock Exchange, in sales occurring in the
public market off such system, in privately negotiated transactions or in a combination of such transactions. Each such sale may be made either at market prices prevailing at the time of such sale or
at negotiated prices. The selling stockholder may sell some or all of the shares in transactions involving broker-dealers, who may act as agent or acquire the shares as principal. Any broker-dealer
participating in such transactions as agent may receive commissions from the selling stockholder (and, if they act as agent for the purchaser of such shares, from such purchaser). The selling
stockholder will pay usual and customary brokerage fees. Broker-dealers may agree with the selling stockholder to sell a specified number of shares at a stipulated price per share and, to the extent
such a broker-dealer is unable to do so acting as agent for the selling stockholder, to purchase as principals any unsold shares at the price required to fulfill the respective broker-dealer's
commitment to the selling stockholder. Broker-dealers who acquire shares as principals may thereafter resell such shares from time to time in transactions (which may involve cross and block
transactions and which may involve sales to and through other broker-dealers, including transactions of the nature described above) in the over-the-counter market, negotiated
transactions or otherwise, at market prices prevailing at the time of sale or at negotiated prices, and in connection with such resales may pay to or receive from the purchasers of such shares
commissions.
To
our knowledge, there is currently no agreement with any broker or dealer respecting the sale of the shares offered hereby. Upon the sale of any such shares, the selling stockholder
or anyone effecting sales on behalf of the selling stockholder may be deemed an underwriter, as that term is defined under the Securities Act of 1933, as amended.
We will pay all costs relating to the registration of the shares of common stock and the preparation and reproduction of this reoffer prospectus. However, any commissions or other
fees payable to broker-dealers in connection with any sale of the shares will be borne by the selling stockholder or other party selling such shares. We will not receive any proceeds from the sale of
shares of common stock by the selling stockholder.
In
order to comply with certain states' securities laws, if applicable, the shares will be sold in such jurisdictions only through registered or licensed brokers or dealers. In
certain states the shares may not
be sold unless the shares have been registered or qualified for sale in such state, or unless an exemption form registration or qualification is available and is obtained.
LEGAL MATTERS
John C. Walter, who is giving an opinion regarding the legality of the securities registered hereby, is Executive Vice President, General Counsel and Secretary
of Western Gas Resources, Inc. As of December 21, 2001, Mr. Walter owned 41,887 shares of Western's common stock and options to purchase 68,900 shares of Western's common stock.
INDEPENDENT ACCOUNTANTS
The financial statements incorporated in this Prospectus by reference to the Annual Report on Form 10-K of Western Gas Resources, Inc. for
the year ended December 31, 2000, have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, independent accountants.
AVAILABLE INFORMATION
Western is subject to the informational requirements of the Exchange Act of 1934, as amended, and in accordance therewith files reports, proxy and information
statements and other information with the Securities and Exchange Commission. Such reports, proxy and information statements and other information can be inspected and copied at the Public Reference
Room maintained by the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. The SEC maintains an Internet site at http://www.sec.gov that contains reports, proxy and information statements and other information regarding
issuers that file electronically with the SEC, including Western. Western's common stock is listed and traded on the New York Stock Exchange. These reports, proxy and information statements and other
information can also be inspected at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005.
DOCUMENTS INCORPORATED BY REFERENCE
The SEC allows "incorporation by reference" into this prospectus of information that Western files with the SEC. This permits Western to disclose important
information to you by referencing these filed documents. Any information referenced in this way is considered part of this prospectus, and any information filed with the SEC subsequent to the date of
this prospectus will automatically be deemed
to update and supersede this information. Western incorporates by reference the following documents which have been filed with the SEC:
•
Registration
Statement on Form 8-A relating to registration of shares of Western's common stock and Registration Statement on
Form 8-A relating to registration of Western's Series A Junior Participating Preferred Stock purchase rights;
•
Annual
Report on Form 10-K for the year ended December 31, 2000;
•
Quarterly
Reports on Form 10-Q for the quarters ended March 31, 2001, June 30, 2001 and September 30, 2001;
•
Current
Reports on Form 8-K dated March 22, 2001 and October 17, 2001; and
•
Proxy
Statement for the Annual Meeting of Shareholders held on May 18, 2001.
Western
incorporates by reference the documents listed above and any future filings made with the SEC in accordance with Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment hereto which indicates that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold.
Western
will provide without charge to each person to whom a copy of this prospectus has been delivered, upon the written or oral request of such person, a copy of any or all of the
documents referred to above which have been or may be incorporated by reference herein (other than exhibits to such documents unless such exhibits are specifically incorporated by reference in such
documents). Requests for such copies should be directed to John C. Walter, Executive Vice President, Western Gas Resources, Inc., 12200 North Pecos Street, Denver, Colorado
80234-3439 (telephone (303) 452-5603).
INDEMNIFICATION
Western's Bylaws incorporate substantially the provisions of the General Corporation Law of the State of Delaware providing for indemnification of its
directors, officers, employees, and agents against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the
fact that such person is or was an officer, director, employee or agent of Western. In addition, Western is authorized to enter into indemnification agreements with its directors and officers
providing mandatory indemnification to them to the maximum extent permissible under Delaware law. Western has entered into such an indemnification agreement with the selling stockholder.
As
permitted under Delaware law, Western's Certificate of Incorporation provides for the elimination of the personal liability of a director to the corporation and its stockholders
for monetary damages arising from a breach of the director's fiduciary duty of care. The provision is limited to monetary damages, applies only to a director's actions while acting within his capacity
as a director, and does not entitle Western to limit director liability for any judgment resulting from (a) any breach of the director's duty of loyalty to Western or its stockholders;
(b) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law; (c) paying an illegal dividend or approving an illegal stock
repurchase; or (d) any transaction from which the director derived an improper personal benefit. In addition, Section 145 of the General Corporation Law of the State of Delaware provides
generally that a person sued as a director, officer, employee or agent of a corporation may be indemnified by the corporation for expenses, including counsel fees, judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if in the case of other than derivative suits, the person has acted in good faith and in a
manner the person reasonably believed to be in or not opposed to the best interests of the corporation (and with respect to any criminal action or proceeding, had no reasonable cause to believe that
the person's conduct was unlawful). In the case of a derivative suit, a director, officer, employee or agent of the corporation who is not protected by the Certificate of Incorporation, may be
indemnified by the corporation for expenses, including counsel fees, actually and reasonably incurred by the person in connection with defense or settlement of such action or suit if such person has
acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in the case of a
derivative suit in respect of any claim as to which a director, officer, employee or agent has been adjudged to be liable to the corporation unless the Delaware Court of Chancery or the court in which
such action or suit was brought shall determine that such person is fairly and reasonably entitled to indemnity for proper expenses. Indemnification is mandatory in the case of a present or former
director or officer who is successful on the merits in defense of a suit against such person.
Western also maintains directors' and officers' liability insurance. Such coverage is limited by the specific terms and provisions of the insurance policies.
Insofar
as indemnification for liabilities arising under the Act may be permitted to directors, officers and persons controlling Western pursuant to the foregoing provisions, or
otherwise, Western has been informed that in the opinion of the SEC such indemnification is against public policy as expressed in
the Securities Act of 1933, as amended, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by Western of expenses incurred
or paid by a director, officer or controlling person of Western in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection
with the securities being registered, Western will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference in this registration statement:
(a) The
Registrant's latest Annual Report on Form 10-K, filed pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act
of 1934 (the "Exchange Act").
(b) All
other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the
annual report referred to in (a) above.
(c) The
descriptions of the Common Stock and Series A Junior Participating Preferred Stock purchase rights which are contained in the Registrant's registration
statements filed under Section 12 of the Exchange Act, including any amendment or report filed for the purpose of updating such descriptions.
All
documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
John C. Walter, who is giving an opinion regarding the legality of the securities registered hereby, is Executive Vice President, General Counsel and Secretary
of the Registrant. As of December 21, 2001, Mr. Walter owned 41,887 shares of Common Stock and options to purchase 68,900 shares of Common Stock.
Item 6. Indemnification of Directors and Officers.
The Registrant's Bylaws incorporate substantially the provisions of the General Corporation Law of the State of Delaware providing for indemnification of
directors, officers, employees, and agents of the Registrant against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding
arising by reason of the fact that such person is or was an officer, director, employee or agent of the Registrant. In addition, the Registrant is authorized to enter into indemnification agreements
with its directors and officers providing mandatory indemnification to them to the maximum extent permissible under Delaware law. The Registrant has entered into such an indemnification agreement with
the selling stockholder.
As
permitted under Delaware law, the Registrant's Certificate of Incorporation provides for the elimination of the personal liability of a director to the corporation and its
stockholders for monetary damages arising from a breach of the director's fiduciary duty of care. The provision is limited to monetary damages, applies only to a director's actions while acting within
his capacity as a director, and does not entitle the Registrant to limit director liability for any judgment resulting from (a) any breach of the director's duty of loyalty to the Registrant or
its stockholders; (b) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law; (c) paying an illegal dividend or approving an
illegal stock repurchase; or (d) any transaction from which the director derived an improper personal benefit. In addition, Section 145 of the General Corporation Law of the State of
Delaware provides generally that a person sued as a director, officer, employee or agent of a
corporation may be indemnified by the corporation for expenses, including counsel fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection
with such action, suit or proceeding if in the case of other than derivative suits, the person has acted in good faith and in a manner the person reasonably believed to be in or not opposed to the
best interests of the corporation (and with respect to any criminal action or proceeding, had no reasonable cause to believe that the person's conduct was unlawful). In the case of a derivative suit,
a director, officer, employee or agent of the corporation who is not protected by the Certificate of Incorporation, may be indemnified by the corporation for expenses, including counsel fees, actually
and reasonably incurred by the person in connection with defense or settlement of such action or suit if such person has acted in good faith and in a manner the person reasonably believed to be in or
not opposed to the best interests of the corporation, except that no indemnification shall be made in the case of a derivative suit in
respect of any claim as to which a director, officer, employee or agent has been adjudged to be liable to the corporation unless the Delaware Court of Chancery or the court in which such action or
suit was brought shall determine that such person is fairly and reasonably entitled to indemnity for proper expenses. Indemnification is mandatory in the case of a present or former director or
officer who is successful on the merits in defense of a suit against such person.
The
Registrant also maintains directors' and officers' liability insurance. Such coverage is limited by the specific terms and provisions of the insurance policies.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed as part of this Registration Statement.
Exhibit Number
Description
4.1
The Certificate of Incorporation of the Registrant (Filed as Exhibit 3.1 to the Registrant's Registration Statement on Form S-1, Registration No. 33-31604, and incorporated herein by reference).
4.2
Certificate of Amendment to the Certificate of Incorporation of the Registrant (Filed as Exhibit 3.2 to the Registrant's Registration Statement on Form S-1, Registration No. 33-31604, and incorporated herein by reference).
4.3
Certificate of Designation of 7.25% Cumulative Senior Perpetual Convertible Preferred Stock of the Registrant (Filed as Exhibit 3.5 to the Registrant's Registration Statement on Form S-1, Registration No. 33-43077, and incorporated
herein by reference).
4.4
Certificate of Designation of the $2.28 Cumulative Preferred Stock of the Registrant (Filed as Exhibit 3.6 to the Registrant's Registration Statement on Form S-1, Registration No. 33-53786, and incorporated herein by
reference).
4.5
Certificate of Designation of the $2.625 Cumulative Convertible Preferred Stock of the Registrant (Filed under cover of Form 8-K, dated February 24, 1994, and incorporated herein by reference).
4.6
The Amended and Restated Bylaws of the Registrant, adopted on October 12, 2001, and in effect on the date hereof (Filed as Exhibit 3.3 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2001, and
incorporated herein by reference).
4.7
Rights Agreement, dated as of March 22, 2001, between the Registrant and Fleet National Bank (f/k/a Bank Boston, NA), as Rights Agent, including the form of Certificate of Designation, Preferences and Rights as Exhibit A, the form of Rights
Certificate as Exhibit B and the Summary of Rights to Purchase Preferred Stock as Exhibit C. Pursuant to the Rights Agreement, printed Rights Certificates will not be mailed until after the Distribution Date (as such term is defined in the
Rights Agreement) (Filed as Exhibit 1 to the Registrant's Registration Statement on Form 8-A (No. 001-10389), dated March 29, 2001, and incorporated herein by reference).
5.1
Opinion of John C. Walter, as to the legality of the Common Stock offered hereby.
23.1
Consent of John C. Walter (included as part of Exhibit 5.1 hereto).
23.2
Consent of PricewaterhouseCoopers LLP.
24.1
Powers of Attorney.
99.1
Employment Agreement, as amended, dated October 15, 2001, between the Registrant and Peter A. Dea, including the Stock Option Agreement attached as an exhibit thereto (included as part of Exhibit 99.1 hereto).
Item 9. Undertakings.
(a)
The
undersigned Registrant hereby undertakes:
(1)
To
file, during any period in which offers or sales are being made, a post-effective amendment to the registration statement:
(i)
To
include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii)
To
reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and
(iii)
To
include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
provided,
however, that paragraph (a)(1)(i) and (a) (1) (ii) do not apply if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement.
(2)
That,
for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)
To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b)
The
undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant
to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, (and, where applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c)
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the
provisions described in Item 6, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication
of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration statement to be signed in its behalf by the undersigned, thereunto duly authorized, in the City of Denver,
State of Colorado, on this 21
st
day of December, 2001.
WESTERN GAS RESOURCES, INC.
By:
/s/
JOHN C. WALTER
Name: John C. Walter
Title: Executive Vice President
KNOWN
ALL MEN BY THESE PRESENTS that each person whose signature to this Registration Statement appears below hereby constitutes and appoints John C. Walter and William J. Krysiak, or
either of them, as such person's true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in such person's name,
place and stead, in any and all capacities, to sign any and all amendments to the Registration Statement, including post-effective amendments, and registration statements filed pursuant to
Rule 462 under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and does
hereby grant unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about
the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent, or
any substitute therefor, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature
Title
Date
/s/
PETER A. DEA
Peter A. Dea
Chief Executive Officer, President and Director (Principal Executive Officer)
December 21, 2001
/s/
BRION G. WISE
Brion G. Wise
Chairman of the Board and Director
December 21, 2001
/s/
WALTER L. STONEHOCKER
Walter L. Stonehocker
Vice Chairman of the Board and Director
December 21, 2001
/s/
WILLIAM J. KRYSIAK
William J. Krysiak
Chief Financial Officer (Principal Financial and Accounting Officer)
December 21, 2001
/s/
LANNY F. OUTLAW
Lanny F. Outlaw
Director
December 21, 2001
/s/
DEAN PHILLIPS
Dean Phillips
Director
December 21, 2001
/s/
JOSEPH E. REID
Joseph E. Reid
Director
December 21, 2001
/s/
RICHARD B. ROBINSON
Richard B. Robinson
Director
December 21, 2001
/s/
WARD SAUVAGE
Ward Sauvage
Director
December 21, 2001
/s/
JAMES A. SENTY
James A. Senty
Director
December 21, 2001