As filed with the Securities and Exchange Commission on March 21, 2014
Registration No. 333-74212
Registration No. 333-156732
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT NO. 333-74212
POST EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT NO. 333-156732
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PVR Partners, L.P.
(Exact name of registrant as specified in its charter)
| Delaware | 4922 | 23-3087517 | ||
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
Three Radnor Corporate Center
100 Matsonford Road
Suite 301
Radnor, Pennsylvania 19087
(610) 975-8200
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
PENN VIRGINIA RESOURCE GP, LLC LONG-TERM INCENTIVE PLAN
PENN VIRGINIA RESOURCE GP, LLC FIFTH AMENDED AND RESTATED
LONG-TERM INCENTIVE PLAN
(Full title of the plans)
Thomas E. Long
Regency GP LLC
2001 Bryan Street
Suite 3700
Dallas, Texas 75201
(214) 750-1771
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Neel Lemon
Andrew J. Ericksen
Baker Botts L.L.P.
2001 Ross Avenue
Dallas, Texas 75201
(214) 953-6500
REMOVAL OF SECURITIES FROM REGISTRATION
These Post-Effective Amendments relate to the following Registration Statements on Form S-8 (the “Registration Statements”) filed by PVR Partners, L.P., a Delaware limited partnership (“PVR”) with the Securities and Exchange Commission:
| • | Registration No. 333-74212, filed on Form S-8 on November 29, 2001, pertaining to the registration of 600,000 common units representing limited partner interests in PVR (“Common Units”), after giving effect to a 2-for-1 split on April 5, 2006, issuable under the Penn Virginia Resource GP, LLC Long-Term Incentive Plan; and |
| • | Registration No. 333-156732, filed on Form S-8 on January 15, 2009, pertaining to the registration of 2,400,000 Common Units issuable under the Penn Virginia Resource GP, LLC Fifth Amended and Restated Long-Term Incentive Plan by certain third parties. |
On March 21, 2014, PVR merged with and into Regency Energy Partners LP, a Delaware limited partnership (“Regency”), with Regency as the surviving limited partnership (the “Merger”). As a result of the Merger, the separate limited partnership existence of PVR ceased, and Regency continued its existence as the surviving limited partnership. PVR has terminated all offerings of its securities pursuant to its existing registration statements, including the Registration Statements.
In accordance with the undertaking of PVR in the Registration Statements, these Post-Effective Amendments are being filed to remove from registration the securities not heretofore sold pursuant to the Registration Statements. The Registration Statements are hereby amended, as appropriate, to reflect the deregistration of said securities.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8, and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on March 21, 2014.
| REGENCY ENERGY PARTNERS LP | ||
| (as successor by merger to PVR Partners, L.P.) | ||
| By: | Regency GP LP, its General Partner | |
| By: | Regency GP LLC, its General Partner | |
| By: | /s/ Thomas E. Long | |
| Thomas E. Long | ||
| Executive Vice President and Chief Financial Officer | ||
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