UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: October 25, 2007
(Date of Earliest Event Reported)
PENN VIRGINIA RESOURCE PARTNERS, L.P.
(Exact Name of Registrant as Specified in its Charter)
| | | | |
| Delaware | | 1-16735 | | 23-3087517 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | |
| Three Radnor Corporate Center, Suite 300 | | |
| 100 Matsonford Road, Radnor, Pennsylvania | | 19087 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (610) 687-8900
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On October 25, 2007, the Board of Directors of Penn Virginia Resource GP, LLC (the “General Partner”), general partner of Penn Virginia Resource Partners, L.P. (the “Partnership”), approved amendments to the Partnership’s First Amended and Restated Agreement of Limited Partnership, as amended (the “Partnership Amendments”) to authorize the issuance of uncertificated common units of the Partnership. The Partnership Amendments allow the Partnership to be eligible to participate in the Direct Registration System, the book-entry only system administered by The Depository Trust Company. The Partnership Amendments were effective on October 25, 2007.
A copy of the Partnership’s Second Amended and Restated Agreement of Limited Partnership, as amended by the Partnership Amendments, is filed as Exhibit 3.1 to this Current Report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
| | |
| 3.1 | | Second Amended and Restated Agreement of Limited Partnership of Penn Virginia Resource Partners, L.P. |
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.
Date: October 26, 2007
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| Penn Virginia Resource Partners, L.P. |
| |
| By: | | Penn Virginia Resource GP, LLC, |
| | its general partner |
| |
| By: | | /s/ Nancy M. Snyder |
| Name: | | Nancy M. Snyder |
| Title: | | Vice President and General Counsel |
Exhibit Index
| | |
| Exhibit No. | | Description |
| |
| 3.1 | | Second Amended and Restated Agreement of Limited Partnership of Penn Virginia Resource Partners, L.P. |
