SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3) *
Penn Virginia Resource Partners, L.P.
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(Name of Issuer)
Common units, representing limited partner interests
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(Title of Class of Securities)
707884102
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(CUSIP Number)
Nancy M. Snyder
Penn Virginia Resource GP, LLC
Three Radnor Corporate Center
100 Matsonford Road
Suite 230
Radnor, Pennsylvania 19087
(610) 687-8900
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 31, 2004
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(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(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).
SCHEDULE 13D/A
CUSIP No. 707884102
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(1) Name of Reporting Person.
I.R.S. Identification Nos. of Above Persons (entities only).
Peabody Natural Resources Company
51-0332232
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(2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
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(3) SEC Use Only
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(4) Source of Funds (See instructions)
OO
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
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(6) Citizenship or Place of Organization
Delaware
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(7) Sole Voting Power 1,036,851
Number of -----------------------------------------------------
Units Bene- (8) Shared Voting Power 0
ficially
Owned by
Each Report- -----------------------------------------------------
ing Person (9) Sole Dispositive Power 1,036,851
With
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(10) Shared Dispositive Power 0
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,036,851
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Units (See Instructions) [ ]
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(13) Percent of Class Represented by Amount in Row (11)
9.9%*
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(14) Type of Reporting Person (See Instructions) PN
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* Based on 10,425,988 Common Units outstanding as of February 26, 2004 as
reported in Issuer's Annual Report on Form 10-K for the year ended December 31,
2003. Excludes 1,307 units held in escrow by, and registered in the name of,
U.S. Bank National Association, as escrow agent.
SCHEDULE 13D/A
CUSIP No. 707884102
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(1) Name of Reporting Person.
I.R.S. Identification Nos. of Above Persons (entities only).
Gold Fields Mining Corporation
36-2079582
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(2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
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(3) SEC Use Only
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(4) Source of Funds (See instructions)
N/A
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
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(6) Citizenship or Place of Organization
Delaware
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(7) Sole Voting Power 1,036,851
Number of -----------------------------------------------------
Units Bene- (8) Shared Voting Power 0
ficially
Owned by
Each Report- -----------------------------------------------------
ing Person (9) Sole Dispositive Power 1,036,851
With
-----------------------------------------------------
(10) Shared Dispositive Power 0
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,036,851
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Units (See Instructions) [ ]
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(13) Percent of Class Represented by Amount in Row (11)
9.9%*
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(14) Type of Reporting Person (See Instructions) CO
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* Based on 10,425,988 Common Units outstanding as of February 26, 2004 as
reported in Issuer's Annual Report on Form 10-K for the year ended December 31,
2003. Excludes 1,307 units held in escrow by, and registered in the name of,
U.S. Bank National Association, as escrow agent.
SCHEDULE 13D/A
CUSIP No. 707884102
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(1) Name of Reporting Person.
I.R.S. Identification Nos. of Above Persons (entities only).
Peabody Energy Corporation
13-4004153
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(2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
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(3) SEC Use Only
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(4) Source of Funds (See instructions)
N/A
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
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(6) Citizenship or Place of Organization
Delaware
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(7) Sole Voting Power 1,036,851
Number of -----------------------------------------------------
Units Bene- (8) Shared Voting Power 0
ficially
Owned by
Each Report- -----------------------------------------------------
ing Person (9) Sole Dispositive Power 1,036,851
With
-----------------------------------------------------
(10) Shared Dispositive Power 0
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,036,851
--------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Units (See Instructions) [ ]
--------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
9.9%*
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(14) Type of Reporting Person (See Instructions) HC/CO
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* Based on 10,425,988 Common Units outstanding as of February 26, 2004 as
reported in Issuer's Annual Report on Form 10-K for the year ended December 31,
2003. Excludes 1,307 units held in escrow by, and registered in the name of,
U.S. Bank National Association, as escrow agent.
Amendment No. 3 to Schedule 13D
This Amendment No. 3 to Schedule 13D (this "Amendment") is filed by the
Reporting Persons as an amendment to the initial statement on Schedule 13D as
filed with the Securities and Exchange Commission on December 8, 2003 (the
"Original Schedule 13D"), as amended by Amendment No. 1 to Schedule 13D filed
with the Securities and Exchange Commission on December 15, 2003 (the "First
Amendment"), as further amended by Amendment No. 2 to Schedule 13D filed with
the Securities and Exchange Commission on January 9, 2004 (the "Second
Amendment", and together with the Original Schedule 13D and the First Amendment,
the "Schedule 13D"). Capitalized terms used but not defined in this Amendment
have the meanings set forth in the Schedule 13D. The Schedule 13D is hereby
amended and supplemented as follows:
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 of the Schedule 13D is hereby amended to read in its entirety as
follows:
(a) Based on the information reported by Issuer in its Annual Report on Form
10-K for the year ended December 31, 2003, there were 10,425,988 Common Units
outstanding as of February 26, 2004.
As of March 31, 2004, PNRC owns 1,036,851 Common Units, representing
9.9% of the outstanding Common Units of Issuer, based on the number of Common
Units outstanding as of February 26, 2004.
As of March 31, 2004, Gold Fields may be deemed to beneficially own, by
virtue of its ownership of PNRC, the same 1,036,851 Common Units, representing
9.9% of the outstanding Common Units of Issuer, based on the number of Common
Units outstanding as of February 26, 2004.
As of March 31, 2004, Parent may be deemed to beneficially own, by
virtue of its ownership of PNRC and Gold Fields, the same 1,036,851 Common
Units, representing 9.9% of the outstanding Common Units of Issuer, based on
the number of Common Units outstanding as of February 26, 2004.
In connection with the foregoing acquisition of Common Units by PNRC,
Issuer placed 52,700 Common Units in escrow pending transfer to Issuer of
certain coal mineral estates in certain parcels and tracts of land. On March 24,
2004, PNRC received 51,393 of these Common Units from the escrow following the
transfer of some of the coal mineral estates to the Issuer, and now only 1,307
Common Units remain in escrow. The remaining 1,307 Common Units held in escrow
are registered in the name of U.S. Bank National Association, as escrow agent.
If the remaining coal mineral estates are transferred to Issuer prior to the
deadline in the escrow agreement, the remaining 1,307 Common Units will be
released from escrow to PNRC.
(b) PNRC has sole power to vote or direct the vote and to dispose or to direct
the disposition of the Common Units beneficially owned by it. Gold Fields, by
virtue of its ownership of PNRC, may be deemed to have the power to vote or
direct the vote and to dispose or to direct the disposition of the Common Units
beneficially owned by PNRC. Parent, by virtue of its ownership of PNRC and Gold
Fields, may be deemed to have the power to vote or direct the vote and to
dispose or to direct the disposition of the Common Units beneficially owned by
PNRC.
(c) PNRC sold 575,000 Common Units on March 31, 2004 for proceeds to PNRC of
$32.16 per share in an underwritten transaction. That sale was made under an
underwriting agreement (a copy of which is filed with this Amendment as Exhibit
6 and that agreement is incorporated in this Amendment by reference). Except for
that sale and the release of 51,393 Common Units to PNRC from the escrow
described under paragraph (a) of Item 5 of this Amendment, no transactions in
Common Units were effected by the Reporting Persons, or to their knowledge, any
of the persons listed on Appendix A to the Schedule 13D since the filing of the
Second Amendment.
(d) No person is known by any Reporting Person to have the right to receive or
the power to direct the receipt
of dividends from, or the proceeds from the sale of, any Common Units owned by
any Reporting Person.
(e) Not applicable.
ITEM 7. MATERIALS TO BE FILED AS EXHBITS
Exhibit Description
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6 Underwriting Agreement dated March 25, 2004 among Penn Virginia
Resource GP, LLC, Penn Virginia Resource Partners, L.P., Penn
Virginia Operating Co., LLC, Peabody Natural Resources Company,
Peabody Energy Corporation and Lehman Brothers Inc. (incorporated by
reference to Exhibit 1.1 of Issuer's Current Report on Form 8-K filed
on March 29, 2004).
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certify that the information set forth in this statement
is true, complete and correct.
Date: March 31, 2004
PEABODY NATURAL RESOURCES COMPANY
/s/ Roger B. Walcott, Jr.
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Roger B. Walcott, Jr.
President
PEABODY ENERGY CORPORATION
/s/ Roger B. Walcott, Jr.
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Roger B. Walcott, Jr.
Executive Vice President
GOLD FIELDS MINING CORPORATION
/s/ Roger B. Walcott, Jr.
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Roger B. Walcott, Jr.
President