-----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, SNdo1hv6uscnPDFpXwj0IPbgkghA6s1SGdg6WJ5ZDvOr6DbaOMPIRXwMH+cjq5aL XZBRe/8M5ASkTawITBEFBA== 0000950134-02-010224.txt : 20020815 0000950134-02-010224.hdr.sgml : 20020815 20020815171320 ACCESSION NUMBER: 0000950134-02-010224 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020815 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: 02740236 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 d99287a4sc13dza.txt AMENDMENT NO. 4 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (AMENDMENT NO. 4) 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) August 15, 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 6 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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) 7.5% (1) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- (1) Based on a total of 8,943,716 Shares outstanding on August 8, 2002, as disclosed in the Issuer's Quarterly Report on Form 10-Q for the period ended June 30, 2002. - -------------------------------------------------------------------------------- CUSIP No. 707882106 Page 3 of 6 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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) 7.5% (1) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- (1) Based on a total of 8,943,716 Shares outstanding on August 8, 2002, as disclosed in the Issuer's Quarterly Report on Form 10-Q for the period ended June 30, 2002. This Amendment No. 4 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, July 17, 2002, and August 6, 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 hereby supplemented to add the following: The Filing Persons sent a letter on August 15, 2002 to the Board of Directors of the Issuer, which letter is attached hereto as Exhibit 6 and is incorporated herein by reference. In the letter, the Filing Persons propose (i) that the Issuer redeem the preferred stock purchase rights issued to holders of the Shares pursuant to the terms of that certain Rights Agreement, dated as of February 11, 1998, by and between the Issuer and American Stock Transfer & Trust Company, as amended, and (ii) that the Board of Directors solicit the opinions of the Issuer's stockholders regarding the current direction and strategic plan of the Issuer through a management-led forum. The Filing Persons issued a press release dated August 15, 2002, with regard to the foregoing, which press release is attached hereto as Exhibit 7 and is incorporated herein by reference. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Item 7 is hereby supplemented to add the following: Exhibit 6. Letter, dated August 15, 2002, from the Filing Persons to the Board of Directors of the Issuer. Exhibit 7. Press Release, dated August 15, 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: August 15, 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 6. Letter, dated August 15, 2002, from the Filing Persons to the Board of Directors of the Issuer. Exhibit 7. Press Release, dated August 15, 2002. EX-99.6 3 d99287a4exv99w6.txt LETTER TO THE BOARD OF DIRECTORS EXHIBIT 6 August 15, 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: We own 7.5% of the outstanding shares of common stock of Penn Virginia Corporation (PVA). In June 2002, we offered to acquire the entire equity interest in the company for $40 cash per share, a 20% premium, in a negotiated transaction. You rejected that offer 24 hours after receiving it. Then in July we proposed a recapitalization that we believed would result in substantial current and ongoing value to shareholders through the repurchase of a portion of the outstanding common shares for $50 per share. You rejected that proposal a week later, citing an undefined and still unannounced "strategic plan" of your own. On August 8, 2002, we understand that you received a proposal from Third Point Management Company L.L.C., a 7.9% shareholder, regarding the possible acquisition of PVA by an unnamed buyer at a substantial premium. We have not seen at this time a response to that proposal, but it will not be a great surprise to see you reject it as well with some equally generic response. A consistent theme here is your dismissal of shareholder originated proposals for creating shareholder value. We wonder what your response might have been if the foregoing proposals had come from one of your large institutional shareholders. We suspect you would have taken great pains not to offend these investors and would have felt yourselves compelled at least to work with them to see if their ideas could be developed into value enhancing plans. We believe that all shareholders are entitled to that kind of serious, considerate treatment and are entitled to a fair hearing from management. You have adopted a poison pill that insulates management by precluding large shareholders from taking any substantive joint actions. Because the poison pill places an undue burden on the legitimate ownership rights of all shareholders, and because you have demonstrated a lack of meaningful regard for past proposals from shareholders, we hereby request that you take the following actions: a) redeem the poison pill and thereby permit shareholders greater freedom of action concerning their investments; and b) solicit the opinions of all shareholders regarding the current direction and strategic plan of PVA for maximizing shareholder value; this could easily be accomplished in a management-led forum. How can taking these actions have any possible downside, or at least any downside for shareholders? Put another way, how can PVA management, owning only 2% of the outstanding shares, possibly deny these opportunities to the rest of the shareholders owning the remaining 98% of the shares? This is a simple request, and it should not take long for you to consider and grant it. You have previously demonstrated the ability to act quickly. Your prompt and public response is anticipated. Very truly yours, 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 EX-99.7 4 d99287a4exv99w7.txt PRESS RELEASE DATED AUGUST 15, 2002 EXHIBIT 7 For Further Information Contact: Robert Stillwell Garrett Smith Both of BP Capital 214-265-4165 For Immediate Release Thursday, August 15, 2002 BP Capital Requests Redemption of Poison Pill and Management-Led Shareholder Forum for Penn Virginia Corporation Poison Pill is undue burden on shareholder ownership rights; shareholder opinions should be sought through a management-led shareholder forum. Boone Pickens announced today that BP Capital has sent a letter to the board of directors of Penn Virginia Corporation requesting that the company's poison pill be redeemed and that a management-led shareholder forum be convened to permit shareholders to express opinions regarding the current direction of PVA. BP Capital is filing a 13D amendment with the Securities and Exchange Commission which contains BP Capital's letter to the board of directors of PVA. The following is a copy of such letter. August 15, 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: We own 7.5% of the outstanding shares of common stock of Penn Virginia Corporation (PVA). In June 2002, we offered to acquire the entire equity interest in the company for $40 cash per share, a 20% premium, in a negotiated transaction. You rejected that offer 24 hours after receiving it. Then in July we proposed a recapitalization that we believed would result in substantial current and ongoing value to shareholders through the repurchase of a portion of the outstanding common shares for $50 per share. You rejected that proposal a week later, citing an undefined and still unannounced "strategic plan" of your own. On August 8, 2002, we understand that you received a proposal from Third Point Management Company L.L.C., a 7.9% shareholder, regarding the possible acquisition of PVA by an unnamed buyer at a substantial premium. We have not seen at this time a response to that proposal, but it will not be a great surprise to see you reject it as well with some equally generic response. A consistent theme here is your dismissal of shareholder originated proposals for creating shareholder value. We wonder what your response might have been if the foregoing proposals had come from one of your large institutional shareholders. We suspect you would have taken great pains not to offend these investors and would have felt yourselves compelled at least to work with them to see if their ideas could be developed into value enhancing plans. We believe that all shareholders are entitled to that kind of serious, considerate treatment and are entitled to a fair hearing from management. You have adopted a poison pill that insulates management by precluding large shareholders from taking any substantive joint actions. Because the poison pill places an undue burden on the legitimate ownership rights of all shareholders, and because you have demonstrated a lack of meaningful regard for past proposals from shareholders, we hereby request that you take the following actions: a) redeem the poison pill and thereby permit shareholders greater freedom of action concerning their investments; and b) solicit the opinions of all shareholders regarding the current direction and strategic plan of PVA for maximizing shareholder value; this could easily be accomplished in a management-led forum. How can taking these actions have any possible downside, or at least any downside for shareholders? Put another way, how can PVA management, owning only 2% of the outstanding shares, possibly deny these opportunities to the rest of the shareholders owning the remaining 98% of the shares? This is a simple request, and it should not take long for you to consider and grant it. You have previously demonstrated the ability to act quickly. Your prompt and public response is anticipated. Very truly yours, 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 -----END PRIVACY-ENHANCED MESSAGE-----