-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KOq8mrVuVRNYJH0jxdIHrvuVJwjhU9TAbLWbQa8MG78M+fv3Yr7keRVQBuSTAodi bN1ZUSrrwrcDrv/wgyNmnA== 0000950134-02-008524.txt : 20020719 0000950134-02-008524.hdr.sgml : 20020719 20020717172114 ACCESSION NUMBER: 0000950134-02-008524 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020717 GROUP MEMBERS: BP CAPITAL ENERGY EQUITY INTERNATIONAL HOLDINGS I LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PENN VIRGINIA CORP CENTRAL INDEX KEY: 0000077159 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 231184320 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-12730 FILM NUMBER: 02705019 BUSINESS ADDRESS: STREET 1: 100 MATSONFORD ROAD SUITE 200 STREET 2: ONE RADNOR CORPORATE CENTER CITY: RADNOR STATE: PA ZIP: 19087 BUSINESS PHONE: 6106878900 MAIL ADDRESS: STREET 1: 100 MATSONFORD ROAD SUITE 200 STREET 2: ONE RADNOR CORPORATE CENTER CITY: RADNOR STATE: PA ZIP: 19087 FORMER COMPANY: FORMER CONFORMED NAME: VIRGINIA COAL & IRON CO DATE OF NAME CHANGE: 19670501 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BP CAPITAL ENERGY EQUITY FUND LP CENTRAL INDEX KEY: 0001157942 IRS NUMBER: 752948254 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 260 PRESTON COMMONS WEST STREET 2: 8117 PRESTON ROAD CITY: DALLAS STATE: TX ZIP: 75225 BUSINESS PHONE: 214-265-4165 MAIL ADDRESS: STREET 1: 260 PRESTON COMMONS WEST STREET 2: 8117 PRESTON ROAD CITY: DALLAS STATE: TX ZIP: 75225 SC 13D/A 1 d98370a2sc13dza.txt AMENDMENT NO. 2 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (AMENDMENT NO. 2) Under the Securities Exchange Act of 1934 Penn Virginia Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $6.25 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 707882106 ---------------------------------------------------------------- (CUSIP Number) Thomas Boone Pickens, Jr. 260 Preston Commons West 8117 Preston Road Dallas, Texas 75225 (214) 265-4165 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 17, 2002 ---------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), (f) or (g), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7(b) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Please Send Copies of Notices and Communications to: Taylor H. Wilson, Esq. Haynes and Boone, LLP 901 Main Street, Suite 3100 Dallas, Texas 75202 (214) 651-5615 SCHEDULE 13D CUSIP No. 707882106 Page 2 of 5 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON BP Capital Energy Equity Fund, L.P., a Delaware limited partnership 75-2948254 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC/OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] N/A - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 537,740 ------------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 ------------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING 537,740 ------------------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER WITH: 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 673,322 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] N/A - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.6%(1) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- (1) Based on a total of 8,917,553 Shares outstanding on May 14, 2002, as disclosed in the Issuer's Quarterly Report on Form 10-Q for the period ended March 31, 2002. CUSIP No. 707882106 Page 3 of 5 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON BP Capital Energy Equity International Holdings I, L.P., a Delaware limited partnership 75-2958603 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC/OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] N/A - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 135,582 ------------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 ------------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING 135,582 ------------------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER WITH: 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 673,322 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] N/A - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.6%(1) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- (1) Based on a total of 8,917,553 Shares outstanding on May 14, 2002, as disclosed in the Issuer's Quarterly Report on Form 10-Q for the period ended March 31, 2002. This Amendment No. 2 to Schedule 13D (this "Amendment") amends and supplements the Schedule 13D filed on March 6, 2002 (the "Original Filing"), as amended on June 25, 2002, by BP Capital Energy Equity Fund, L.P. ("Energy") and BP Capital Energy Equity International Holdings I, L.P. ("International"), by furnishing the information set forth below. Energy and International are collectively referred to in this Amendment as the "Filing Persons." Unless set forth below, all previous Items are unchanged. Capitalized terms used herein, which are not defined herein, have the meanings given to them in the Original Filing, as amended. ITEM 4. PURPOSE OF TRANSACTION. Item 4 is supplemented to include the following: In connection with their review and analysis of the financial condition of the Issuer, the Filing Persons sent a letter on July 17, 2002, to the Board of Directors of the Issuer, which letter is attached hereto as Exhibit 4 and is incorporated herein by reference. The letter describes a series of proposed actions to be taken by the Issuer and sets forth a proposed recapitalization plan. The Filing Persons believe that the consummation by the Issuer of the proposed recapitalization plan would result in increased value for the Issuer's stockholders. The Filing Persons issued a press release dated July 17, 2002, with regard to the foregoing, which press release is attached hereto as Exhibit 5 and is incorporated herein by reference. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Item 7 is supplemented to include the following: Exhibit 4. Letter, dated July 17, 2002, from the Filing Persons to the Issuer. Exhibit 5. Press Release, dated July 17, 2002. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. Date: July 17, 2002 BP CAPITAL ENERGY EQUITY FUND, L.P. By: BP Capital Management, L.P., its general partner By: TBP Investments Management LLC, its general partner By: /s/ ROBERT L. STILLWELL ---------------------------------------- Name: Robert L. Stillwell Title: Managing Director BP CAPITAL ENERGY EQUITY INTERNATIONAL HOLDINGS I, L.P. By: BP Capital Management, L.P., its general partner By: TBP Investments Management LLC, its general partner By: /s/ ROBERT L. STILLWELL ---------------------------------------- Name: Robert L. Stillwell Title: Managing Director EXHIBITS
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 4 Letter, dated July 17, 2002, from the Filing Persons to the Issuer. 5 Press Release, dated July 17, 2002.
EX-99.4 3 d98370a2exv99w4.txt LETTER DATED JULY 17, 2002 EXHIBIT 4 [BP CAPITAL LETTERHEAD] July 17, 2002 Board of Directors Penn Virginia Corporation c/o Mr. A. James Dearlove President and Chief Executive Officer One Radnor Corporate Center, Suite 200 Radnor, PA 19087 Gentlemen: On June 25 we offered to acquire the entire equity interest of Penn Virginia Corporation (PVA) in a negotiated transaction for $40 cash per share. Twenty-four hours later the Board of Directors rejected that proposal, with no discussion or suggestion of negotiation and with no stated financial or business alternative other than an intention to continue business as usual. In this enlightened era of corporate governance, where shareholders' rights generally are deemed paramount, the immediate and summary rejection of our proposal by the Board of Directors did little to establish credibility or to suggest that the Board was addressing shareholder concerns. Although we will continue to evaluate an acquisition proposal, we have recently developed a recapitalization plan for PVA that provides a viable alternative for your consideration. As outlined below, we believe that the proposed recapitalization would permit you to achieve substantially increased value of up to $45.70 per share for existing shareholders. This value represents a 20% premium over the current price of $38 and a 38% premium over the $33 price prior to our June 25 acquisition proposal. The principal features of the proposed recapitalization are as follows: 1. PVA would issue $100 million of Senior Preferred Stock in exchange for two million shares of PVA common stock, thereby reducing outstanding common shares from approximately nine million to seven million. All shareholders would be offered this exchange, and exchanges would be prorated so that shareholders could sell approximately 22% of their common shares. 2. The Senior Preferred Stock would have a par value and minimum liquidation preference of $50 per share, be redeemable in 10 years, have a dividend of 6 to 7% and be designed to trade at par at the time of issuance. 3. Because of the current favorable interest rate environment, PVA's nominal current debt and the reduction of outstanding common shares by 22%, we believe this recapitalization would both result in the realization of $50 per share for the two million shares purchased and be accretive to the value of the remaining seven million common shares. Our analysis attached to this letter shows the remaining common shares with a value of up to approximately $44.40 per share, based on PVA's existing cash flow multiple, and a "blended value" of the recapitalization of approximately $45.70 per presently outstanding common share. 4. The exchange of PVA common shares for new Senior Preferred Stock would be designed to be tax-free to shareholders. A shareholder's pre-exchange tax basis in the common shares would be allocated between the new Senior Preferred Stock and the retained common shares on the basis of fair market values at the time of the exchange. The holding period of the exchanged common shares would be tacked to the holding period of Senior Preferred Stock received in the exchange. Provided that the dividend and redemption features of the Senior Preferred Stock are structured to meet certain equity participation tests under the tax laws, the Senior Preferred Stock would not be "section 306 stock" or "non-qualified preferred stock" for income tax purposes. We believe that these tax requirements can be satisfied and should not detract from the value-added advantages of the proposed recapitalization. 5. PVA would continue to have reasonable coverages for an acceptable level of indebtedness for future growth and acquisitions. Shareholders of PVA deserve and expect careful analysis by the Board of Directors of this proposed recapitalization plan. We encourage you to adopt a positive and constructive approach, perhaps enhancing our plan with other value-added features. For example, we believe that even better results can be achieved with a repurchase of three million common shares for $150 million of Senior Preferred Stock, as also set forth in the attached analysis. We believe that this could result in a "blended value" of up to approximately $49.50 per currently outstanding common share and an ongoing value for the remaining six million common shares of up to approximately $49.25 per share. We would welcome the opportunity to meet with you and your advisors to discuss this recapitalization proposal and other matters of similar importance to PVA shareholders. BP Capital Energy Equity Fund, L.P. BP Capital Energy Equity International Holdings I, L.P. By: BP Capital Management, L.P. By: /s/ Boone Pickens ------------------------------------------- Boone Pickens Managing Director of the General Partner PVA RECAPITALIZATION ANALYSIS - --------------------------------------------------------------------------------
BEFORE AFTER -------------- ---------------------------------- BASIC ASSUMPTIONS PREFERRED ISSUE $ 100,000,000 $ 150,000,000 PREFERRED DIVIDEND RATE 7% 7% COMMON SHARES EXCHANGED 2,000,000 3,000,000 COMMON SHARES 8,917,553 6,917,553 5,917,553 POST RECAPITALIZATION VALUATION EBITDA-03EST $ 75,670,000 $ 75,670,000 $ 75,670,000 INTEREST EXPENSE $ (380,000) $ (380,000) $ (380,000) PREFERRED DIVIDEND $ 0 $ (7,000,000) $ (10,500,000) -------------- -------------- -------------- CASH FLOW $ 75,290,000 $ 68,290,000 $ 64,790,000 CASH FLOW PER SHARE $ 8.44 $ 9.87 $ 10.95 CFPS MULTIPLE 4.5 4.5 4.5 POST RECAPITALIZATION COMMON SHARE PRICE $ 38.00 $ 44.43 $ 49.28 BLENDED VALUE CALCULATION PREFERRED STOCK VALUE:(1) $ 11.21 $ 16.82 COMMON STOCK VALUE:(2) $ 34.47 $ 32.70 -------------- -------------- TOTAL SHAREHOLDER VALUE: $ 45.68 $ 49.52
Common Shares Exchanged 1. Preferred Stock Value = ---------------------------- x $50 Pref. Par Value Original Shares Outstanding New Common Shares Outstanding 2. Common Stock Value = ----------------------------- x Post Recap. Share Value Original Shares Outstanding EX-99.5 4 d98370a2exv99w5.txt PRESS RELEASE DATED JULY 17, 2002 EXHIBIT 5 For Further Information Contact: Robert Stillwell Garrett Smith Both of BP Capital 214-265-4165 For Immediate Release Wednesday July 17, 2002 BP Capital Announces Recapitalization Proposal for Penn Virginia Pickens proposes exchange of $100 million of new Senior Preferred Stock for two million shares of common stock at $50 per common share Boone Pickens announced today a recapitalization proposal for Penn Virginia Corporation (PVA) on behalf of investment partnerships controlled by BP Capital that together own 7.6% of the common shares of PVA. Mr. Pickens said, "by adopting this recapitalization, PVA can achieve a value for shareholders of about $45 per share. It should be viewed as a win-win by this management by both increasing values significantly and retaining control." BP Capital is filing a 13D amendment with the Securities and Exchange Commission which contains the restructuring proposal to the management of PVA. The following is a copy of BP Capital's letter to the management of PVA. July 17, 2002 Board of Directors Penn Virginia Corporation c/o Mr. A. James Dearlove President and Chief Executive Officer One Radnor Corporate Center, Suite 200 Radnor, PA 19087 Gentlemen: On June 25 we offered to acquire the entire equity interest of Penn Virginia Corporation (PVA) in a negotiated transaction for $40 cash per share. Twenty-four hours later the Board of Directors rejected that proposal, with no discussion or suggestion of negotiation and with no stated financial or business alternative other than an intention to continue business as usual. In this enlightened era of corporate governance, where shareholders' rights generally are deemed paramount, the immediate and summary rejection of our proposal by the Board of Directors did little to establish credibility or to suggest that the Board was addressing shareholder concerns. Although we will continue to evaluate an acquisition proposal, we have recently developed a recapitalization plan for PVA that provides a viable alternative for your consideration. As outlined below, we believe that the proposed recapitalization would permit you to achieve substantially increased value of up to $45.70 per share for existing shareholders. This value represents a 20% premium over the current price of $38 and a 38% premium over the $33 price prior to our June 25 acquisition proposal. The principal features of the proposed recapitalization are as follows: 1. PVA would issue $100 million of Senior Preferred Stock in exchange for two million shares of PVA common stock, thereby reducing outstanding common shares from approximately nine million to seven million. All shareholders would be offered this exchange, and exchanges would be prorated so that shareholders could sell approximately 22% of their common shares. 2. The Senior Preferred Stock would have a par value and minimum liquidation preference of $50 per share, be redeemable in 10 years, have a dividend of 6 to 7% and be designed to trade at par at the time of issuance. 3. Because of the current favorable interest rate environment, PVA's nominal current debt and the reduction of outstanding common shares by 22%, we believe this recapitalization would both result in the realization of $50 per share for the two million shares purchased and be accretive to the value of the remaining seven million common shares. Our analysis attached to this letter shows the remaining common shares with a value of up to approximately $44.40 per share, based on PVA's existing cash flow multiple, and a "blended value" of the recapitalization of approximately $45.70 per presently outstanding common share. 4. The exchange of PVA common shares for new Senior Preferred Stock would be designed to be tax-free to shareholders. A shareholder's pre-exchange tax basis in the common shares would be allocated between the new Senior Preferred Stock and the retained common shares on the basis of fair market values at the time of the exchange. The holding period of the exchanged common shares would be tacked to the holding period of Senior Preferred Stock received in the exchange. Provided that the dividend and redemption features of the Senior Preferred Stock are structured to meet certain equity participation tests under the tax laws, the Senior Preferred Stock would not be "section 306 stock" or "non-qualified preferred stock" for income tax purposes. We believe that these tax requirements can be satisfied and should not detract from the value-added advantages of the proposed recapitalization. 5. PVA would continue to have reasonable coverages for an acceptable level of indebtedness for future growth and acquisitions. Shareholders of PVA deserve and expect careful analysis by the Board of Directors of this proposed recapitalization plan. We encourage you to adopt a positive and constructive approach, perhaps enhancing our plan with other value-added features. For example, we believe that even better results can be achieved with a repurchase of three million common shares for $150 million of Senior Preferred Stock, as also set forth in the attached analysis. We believe that this could result in a "blended value" of up to approximately $49.50 per currently outstanding common share and an ongoing value for the remaining six million common shares of up to approximately $49.25 per share. We would welcome the opportunity to meet with you and your advisors to discuss this recapitalization proposal and other matters of similar importance to PVA shareholders. BP Capital Energy Equity Fund, L.P. BP Capital Energy Equity International Holdings I, L.P. By: BP Capital Management, L.P. By: /s/ Boone Pickens --------------------------------------------- Boone Pickens Managing Director of the General Partner PVA RECAPITALIZATION ANALYSIS - --------------------------------------------------------------------------------
BEFORE AFTER --------------- ----------------------------------- BASIC ASSUMPTIONS PREFERRED ISSUE $ 100,000,000 $ 150,000,000 PREFERRED DIVIDEND RATE 7% 7% COMMON SHARES EXCHANGED 2,000,000 3,000,000 COMMON SHARES 8,917,553 6,917,553 5,917,553 POST RECAPITALIZATION VALUATION EBITDA-03EST $ 75,670,000 $ 75,670,000 $ 75,670,000 INTEREST EXPENSE $ (380,000) $ (380,000) $ (380,000) PREFERRED DIVIDEND $ 0 $ (7,000,000) $ (10,500,000) --------------- --------------- --------------- CASH FLOW $ 75,290,000 $ 68,290,000 $ 64,790,000 CASH FLOW PER SHARE $ 8.44 $ 9.87 $ 10.95 CFPS MULTIPLE 4.5 4.5 4.5 POST RECAPITALIZATION COMMON SHARE PRICE $ 38.00 $ 44.43 $ 49.28 BLENDED VALUE CALCULATION PREFERRED STOCK VALUE:(1) $ 11.21 $ 16.82 COMMON STOCK VALUE:(2) $ 34.47 $ 32.70 --------------- --------------- TOTAL SHAREHOLDER VALUE: $ 45.68 $ 49.52 --------------- ---------------
Common Shares Exchanged 1. Preferred Stock Value = -------------------------- x $50 Pref. Par Value Original Shares Outstading New Common Shares Outstanding 2. Common Stock Value = ----------------------------- x Post Recap. Share Value Original Shares Outsanding -----END PRIVACY-ENHANCED MESSAGE-----