SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2) *
Penn Virginia Resource Partners, L.P.
--------------------------------------------------------------------------------
(Name of Issuer)
Common units, representing limited partner interests
--------------------------------------------------------------------------------
(Title of Class of Securities)
707884102
--------------------------------------------------------------------------------
(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
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 6, 2004
--------------------------------------------------------------------------------
(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
--------------------------------------------------------------------------------
(1) Name of Reporting Person.
I.R.S. Identification Nos. of Above Persons (entities only).
Peabody Natural Resources Company
51-0332232
--------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
(3) SEC Use Only
--------------------------------------------------------------------------------
(4) Source of Funds (See instructions)
OO
--------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Delaware
--------------------------------------------------------------------------------
(7) Sole Voting Power 1,560,458
Number of -----------------------------------------------------
Units Bene- (8) Shared Voting Power 0
ficially
Owned by
Each Report- -----------------------------------------------------
ing Person (9) Sole Dispositive Power 1,560,458
With
-----------------------------------------------------
(10) Shared Dispositive Power 0
--------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,560,458
--------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Units (See Instructions) [ ]
--------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
15.0%*
--------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions) PN
----------
* Based on 10,425,488 Common Units outstanding as of November 1, 2003 as
reported in Issuer's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2003. Excludes 52,700 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
--------------------------------------------------------------------------------
(1) Name of Reporting Person.
I.R.S. Identification Nos. of Above Persons (entities only).
Gold Fields Mining Corporation
36-2079582
--------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
(3) SEC Use Only
--------------------------------------------------------------------------------
(4) Source of Funds (See instructions)
N/A
--------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Delaware
--------------------------------------------------------------------------------
(7) Sole Voting Power 1,560,458
Number of -----------------------------------------------------
Units Bene- (8) Shared Voting Power 0
ficially
Owned by
Each Report- -----------------------------------------------------
ing Person (9) Sole Dispositive Power 1,560,458
With
-----------------------------------------------------
(10) Shared Dispositive Power 0
--------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,560,458
--------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Units (See Instructions) [ ]
--------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
15.0%*
--------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions) CO
----------
* Based on 10,425,488 Common Units outstanding as of November 1, 2003 as
reported in Issuer's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2003. Excludes 52,700 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
--------------------------------------------------------------------------------
(1) Name of Reporting Person.
I.R.S. Identification Nos. of Above Persons (entities only).
Peabody Energy Corporation
13-4004153
--------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
(3) SEC Use Only
--------------------------------------------------------------------------------
(4) Source of Funds (See instructions)
N/A
--------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Delaware
--------------------------------------------------------------------------------
(7) Sole Voting Power 1,560,458
Number of -----------------------------------------------------
Units Bene- (8) Shared Voting Power 0
ficially
Owned by
Each Report- -----------------------------------------------------
ing Person (9) Sole Dispositive Power 1,560,458
With
-----------------------------------------------------
(10) Shared Dispositive Power 0
--------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,560,458
--------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Units (See Instructions) [ ]
--------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
15.0%*
--------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions) HC/CO
----------
* Based on 10,425,488 Common Units outstanding as of November 1, 2003 as
reported in Issuer's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2003. Excludes 52,700 units held in escrow by, and registered in
the name of, U.S. Bank National Association, as escrow agent.
Amendment No. 2 to Schedule 13D
This Amendment No. 2 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", and together with the Original Schedule 13D 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 Quarterly Report on Form
10-Q for the quarter ended September 30, 2003, there were 10,425,488 Common
Units outstanding as of November 1, 2003.
As of January 6, 2004, PNRC owns 1,560,458 Common Units, representing
15.0% of the outstanding Common Units of Issuer, based on the number of Common
Units outstanding as of November 1, 2003.
As of January 6, 2004, Gold Fields may be deemed to beneficially own,
by virtue of its ownership of PNRC, the same 1,560,458 Common Units,
representing 15.0% of the outstanding Common Units of Issuer, based on the
number of Common Units outstanding as of November 1, 2003.
As of January 6, 2004, Parent may be deemed to beneficially own, by
virtue of its ownership of PNRC and Gold Fields, the same 1,560,458 Common
Units, representing 15.0% of the outstanding Common Units of Issuer, based on
the number of Common Units outstanding as of November 1, 2003.
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. These Common
Units are registered in the name of U.S. Bank National Association, as escrow
agent. If the coal mineral estates are transferred to Issuer prior to the
deadline in the escrow agreement, these 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 150,000 Common Units on January 6, 2004 for proceeds to PNRC of
$32.11 per share. That sale was made in connection with the exercise of the
underwriter's overallotment option granted in connection with the sale of
1,000,000 Common Units by PNRC on December 15, 2003 in an underwritten
transaction. The overallotment option grant is contained in the underwriting
agreement filed with the First Amendment as Exhibit 5 and that agreement is
incorporated in this Amendment by reference. Except for the sale of the 150,000
Common Units on January 6, 2004, 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 First 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.
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: January 8, 2004
PEABODY NATURAL RESOURCES COMPANY
/s/ Robert L. Reilly
-------------------------------------
Robert L. Reilly
Vice President
PEABODY ENERGY CORPORATION
/s/ Robert L. Reilly
-------------------------------------
Robert L. Reilly
Vice President
GOLD FIELDS MINING CORPORATION
/s/ Robert L. Reilly
-------------------------------------
Robert L. Reilly
Vice President