-----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, AZS8LzzG7Q5q9BJYs9/ShnxlUfFUAtzvfjsx+vBCX4tL3QXgKDkocj8MAXN+6kf5 XaFm0q9yVegJLirKnzhMjw== 0000950134-02-007581.txt : 20020625 0000950134-02-007581.hdr.sgml : 20020625 20020625084630 ACCESSION NUMBER: 0000950134-02-007581 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020625 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: 02685930 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 d97937a1sc13dza.txt AMENDMENT NO. 1 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (AMENDMENT NO. 1) 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) June 25, 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) 7.6% (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. SCHEDULE 13D - ------------------- ----------- 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) 7.6% (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. 1 to Schedule 13D (this "Amendment") amends and supplements the Schedule 13D filed on March 6, 2002 (the "Original Filing"), 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. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Item 3 is amended and restated in its entirety to read as follows: The total amount of funds required by Energy for the purchase of 537,740 Shares was approximately $19,452,132 and was obtained from working capital and, from time to time, in part by margin account loans from Bear, Stearns Securities Corp., extended in the ordinary course of business. The total amount of funds required by International for the purchase of 135,582 Shares was approximately $4,685,900 and was obtained from working capital and, from time to time, in part by margin account loans from Bear, Stearns Securities Corp., extended in the ordinary course of business. The Filing Persons have committed to provide the equity portion of the purchase price for the Proposed Transaction (as defined in Item 4 below) and propose to finance the balance of the purchase price for the Proposed Transaction with a combination of senior credit facilities secured by the Issuer's assets and a component of subordinated debt. ITEM 4. PURPOSE OF TRANSACTION. Item 4 is supplemented to include the following: The Filing Persons sent a letter on June 25, 2002 to the Board of Directors of the Issuer (the "Offer Letter"). In the Offer Letter, the Filing Persons propose a negotiated transaction whereby the Filing Persons would acquire the entire equity interest in the Issuer for $40 cash for each presently outstanding share of the common stock of the Issuer (the "Proposed Transaction"). The Offer Letter is attached hereto as Exhibit 2 and is incorporated herein by reference. The Offer Letter contemplates that a definitive merger agreement would be negotiated and entered into as soon as possible. It would contain representations, warranties, covenants and conditions customary in similar transactions (including compliance with applicable statutory, regulatory, charter and contractual requirements). Regardless of whether the Issuer decides to go forward with the Proposed Transaction, the Filing Persons will continue to review the factors listed in the Original Filing and will continue to evaluate their alternative courses of action with respect to the Issuer. The Filing Persons issued a press release dated June 25, 2002, with regard to the foregoing, which press release is attached hereto as Exhibit 3 and is incorporated herein by reference. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 is amended and restated in its entirety to read as follows: (a) The Filing Persons may be deemed to beneficially own 673,322 Shares (which is approximately 7.6% of the Shares outstanding on May 14, 2002, as disclosed in the Issuer's Quarterly Report on Form 10-Q for the quarter ended March 31, 2002).
(b) SOLE SHARED SOLE SHARED VOTING VOTING DISPOSITIVE DISPOSITIVE POWER POWER POWER POWER ------------ --------- ------------ ------------- BP Capital Energy Equity Fund, L.P. 537,740 0 537,740 0 BP Capital Energy Equity International Holdings I, L.P. 135,582 0 135,582 0
(c) There have been no transactions in the Shares in the past 60 days or since the most recent filing on Schedule 13D, whichever is less, by the Filing Persons. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Item 7 is amended and restated in its entirety to read as follows: Exhibit 1. Joint Filing Agreement, dated March 5, 2002, entered into by and between Energy and International (incorporated herein by reference to Exhibit 1 of Schedule 13D filed with the Commission on March 5, 2002). Exhibit 2. Offer Letter, dated June 25, 2002, sent from Filing Persons to Board of Directors of Issuer. Exhibit 3. Press Release, dated June 25, 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: June 25, 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 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION - ------- ----------- Exhibit 1. Joint Filing Agreement, dated March 5, 2002, entered into by and between Energy and International (incorporated herein by reference to Exhibit 1 of Schedule 13D filed with the Commission on March 5, 2002). Exhibit 2. Offer Letter, dated June 25, 2002, sent from Filing Persons to Board of Directors of Issuer. Exhibit 3. Press Release, dated June 25, 2002.
EX-99.2 3 d97937a1exv99w2.txt OFFER LETTER DATED JUNE 25, 2002 EXHIBIT 2 [BP Capital Letterhead] June 25, 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: The BP Capital Energy Equity Funds, which together own approximately 7.6% of Penn Virginia Corporation (PVA), are pleased to offer to acquire all of the remaining outstanding shares of your company. We believe this represents the best path to obtaining the highest value for your shareholders in the foreseeable future. We propose a negotiated transaction whereby the entire equity interest in PVA would be acquired by us for $40 cash for each presently outstanding share. This cash price reflects a 20% premium over recent trading levels. We believe that this premium will be well received by the shareholders of PVA as a full and fair price for their shares. We have committed to provide the equity portion of the purchase price, and we propose to finance the balance with a combination of senior credit facilities secured by PVA's assets and a component of subordinated debt. Based on our analysis of the current oil and gas lending environment and PVA's public financial and reserve information, we are highly confident that the necessary funds are available. Your financial advisors should easily verify the viability of such a plan. We contemplate that a definitive merger agreement would be negotiated and entered into as soon as possible. It would contain representations, warranties, covenants and conditions customary in similar transactions, including compliance with applicable statutory, regulatory, charter and contractual requirements. We are prepared to meet with you and your advisors immediately to discuss this proposal. We look forward to your early response. Sincerely, 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-99.3 4 d97937a1exv99w3.txt PRESS RELEASE DATED JUNE 25, 2002 EXHIBIT 3 For Further Information Contact: Robert Stillwell Garrett Smith Both of BP Capital 214-265-4165 For Immediate Release Tuesday, June 25, 2002 BP Capital Announces Acquisition Proposal to Penn Virginia Corporation Pickens proposes to purchase the entire equity interest in PVA for $40 cash for each presently outstanding share, a 20% premium over recent prices. Boone Pickens announced today a proposed acquisition of 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 "We look forward to working with management on this transaction to obtain this high value for PVA shareholders." BP Capital has filed a 13D amendment with the Securities and Exchange Commission concurrently with the mailing of the letter regarding the proposed acquisition to the Board of Directors of PVA. Attached below is a copy of BP Capital's letter. * * * * * June 25, 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: The BP Capital Energy Equity Funds, which together own approximately 7.6% of Penn Virginia Corporation (PVA), are pleased to offer to acquire all of the remaining outstanding shares of your company. We believe this represents the best path to obtaining the highest value for your shareholders in the foreseeable future. We propose a negotiated transaction whereby the entire equity interest in PVA would be acquired by us for $40 cash for each presently outstanding share. This cash price reflects a 20% premium over recent trading levels. We believe that this premium will be well received by the shareholders of PVA as a full and fair price for their shares. We have committed to provide the equity portion of the purchase price, and we propose to finance the balance with a combination of senior credit facilities secured by PVA's assets and a component of subordinated debt. Based on our analysis of the current oil and gas lending environment and PVA's public financial and reserve information, we are highly confident that the necessary funds are available. Your financial advisors should easily verify the viability of such a plan. We contemplate that a definitive merger agreement would be negotiated and entered into as soon as possible. It would contain representations, warranties, covenants and conditions customary in similar transactions, including compliance with applicable statutory, regulatory, charter and contractual requirements. We are prepared to meet with you and your advisors immediately to discuss this proposal. We look forward to your early response. Sincerely, 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-----