UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report : March 25, 2004
(Date of Earliest Event Reported)
PENN VIRGINIA RESOURCE PARTNERS, L.P.
(Exact Name of Registrant as Specified in its Charter)
| | | | |
| Delaware | | 001-16735 | | 23-3087517 |
(State or Other Jurisdiction of Incorporation or Organization) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | |
Three Radnor Corporate Center, Suite 230 100 Matsonford Road Radnor, Pennsylvania 19087 | | (610) 687-8900 |
| (Address of principal executive offices, including zip code) | | (Registrant’s telephone number, including area code) |
ITEM 5. Other Events.
On March 25, 2004, Penn Virginia Resource Partners, L.P. (the “Partnership”) entered into an Underwriting Agreement between the Partnership, Penn Virginia Resource GP, LLC, Penn Virginia Operating Co., LLC, Peabody Energy Corporation, Peabody Natural Resources Company (the “Selling Unitholder”) and Lehman Brothers Inc. (the “Underwriter”), pursuant to which the Selling Unitholder will sell 500,000 common units representing limited partner interests in the Partnership pursuant to an effective shelf registration statement on Form S-3 (Registration No. 333-106239), as amended and supplemented by the prospectus supplement dated March 25, 2004. The Selling Unitholder also granted the Underwriter a 30-day option to purchase up to an additional 75,000 common units. The underwriting agreement and the press release relating to the pricing of 500,000 common units were previously filed as Exhibit 1.1 and Exhibit 99.1, respectively, to the Current Report on Form 8-K. This amendment to the Current Report on Form 8-K dated March 25, 2004 is being filed for the purpose of filing Exhibit 5.1, Exhibit 8.1 and Exhibit 23.1.
ITEM 7. Financial Statements and Exhibits.
(c) Exhibits.
| | |
| Exhibit 5.1 | | Opinion of Vinson & Elkins L.L.P. |
| |
| Exhibit 8.1 | | Opinion of Vinson & Elkins L.L.P. relating to tax matters |
| |
| Exhibit 23.1 | | Consent of Vinson & Elkins L.L.P. (included in Exhibits 5.1 and 8.1) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | |
| Penn Virginia Resource Partners, L.P. |
| |
By: | | Penn Virginia Resource GP, LLC, |
| | | its General Partner |
| |
By: | | /s/ Nancy M. Snyder
|
| | | Nancy M. Snyder |
| | | Vice President |
Date: March 30, 2004
EXHIBIT INDEX
| | |
Exhibit No.
| | Description
|
| Exhibit 5.1 | | Opinion of Vinson & Elkins L.L.P. |
| |
| Exhibit 8.1 | | Opinion of Vinson & Elkins L.L.P. relating to tax matters |
| |
| Exhibit 23.1 | | Consent of Vinson & Elkins L.L.P. (included in Exhibits 5.1 and 8.1) |
