0001193125-13-378546.txt : 20130925 0001193125-13-378546.hdr.sgml : 20130925 20130925163907 ACCESSION NUMBER: 0001193125-13-378546 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20130925 DATE AS OF CHANGE: 20130925 GROUP MEMBERS: CHIEF E&D (GP) LLC GROUP MEMBERS: JAN & TREVOR REES-JONES REVOCABLE TRUST GROUP MEMBERS: JANICE M. REES-JONES GROUP MEMBERS: REES-JONES HOLDINGS LLC GROUP MEMBERS: TREVOR D. REES-JONES SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PVR PARTNERS, L. P. CENTRAL INDEX KEY: 0001144945 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 233087517 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-79381 FILM NUMBER: 131114878 BUSINESS ADDRESS: STREET 1: THREE RADNOR CORPORATE CENTER STREET 2: 100 MATSONFORD ROAD, SUITE 301 CITY: RADNOR STATE: PA ZIP: 19087 BUSINESS PHONE: 610 975 8200 MAIL ADDRESS: STREET 1: THREE RADNOR CORPORATE CENTER STREET 2: 100 MATSONFORD ROAD, SUITE 301 CITY: RADNOR STATE: PA ZIP: 19087 FORMER COMPANY: FORMER CONFORMED NAME: PVR PARTNERS, L P DATE OF NAME CHANGE: 20120817 FORMER COMPANY: FORMER CONFORMED NAME: PENN VIRGINIA RESOURCE PARTNERS L P DATE OF NAME CHANGE: 20010713 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CHIEF E&D HOLDINGS, LP CENTRAL INDEX KEY: 0001587104 IRS NUMBER: 208840023 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O CHIEF OIL & GAS LLC STREET 2: 5956 SHERRY LANE, SUITE 1500 CITY: DALLAS STATE: TX ZIP: 75225 BUSINESS PHONE: (214) 265-9590 MAIL ADDRESS: STREET 1: C/O CHIEF OIL & GAS LLC STREET 2: 5956 SHERRY LANE, SUITE 1500 CITY: DALLAS STATE: TX ZIP: 75225 SC 13G 1 d603277dsc13g.htm SC 13G SC 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.     )*

 

 

PVR PARTNERS, L.P.

(Name of Issuer)

Common Units

(Title of Class of Securities)

693665101

(CUSIP Number)

September 25, 2013

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

 

* 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 the disclosures provided in a prior cover page.

The information required in 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, as amended (“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).

 

 

 

CUSIP No. 693665101  

 

    1.      

Names of Reporting Persons

 

Trevor D. Rees-Jones

    2.      

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  ¨

 

    3.  

SEC Use Only

 

    4.  

Citizenship or Place of Organization

 

United States of America

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

       5.       

Sole Voting Power

 

0

      6.   

Shared Voting Power

 

10,346,257

      7.   

Sole Dispositive Power

 

0

      8.   

Shared Dispositive Power

 

10,346,257

    9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

10,346,257

  10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨

 

  11.  

Percent of Class Represented by Amount in Row (9)

 

9.75%*

  12.  

Type of Reporting Person (See Instructions)

 

IN/HC

 

* The calculation of the foregoing percentage is based on 95,724,743 Common Units outstanding as of July 12, 2013 as reported in the quarterly report on Form 10-Q of PVR Partners, L.P. filed with the Securities and Exchange Commission on July 29, 2013.

 

Page 1 of 10

CUSIP No. 693665101  

 

    1.      

Names of Reporting Persons

 

Janice M. Rees-Jones

    2.      

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  ¨

 

    3.  

SEC Use Only

 

    4.  

Citizenship or Place of Organization

 

United States of America

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

       5.       

Sole Voting Power

 

0

      6.   

Shared Voting Power

 

10,346,257

      7.   

Sole Dispositive Power

 

0

      8.   

Shared Dispositive Power

 

10,346,257

    9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

10,346,257

  10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨

 

  11.  

Percent of Class Represented by Amount in Row (9)

 

9.75%*

  12.  

Type of Reporting Person (See Instructions)

 

IN/HC

 

* The calculation of the foregoing percentage is based on 95,724,743 Common Units outstanding as of July 12, 2013 as reported in the quarterly report on Form 10-Q of PVR Partners, L.P. filed with the Securities and Exchange Commission on July 29, 2013.

 

Page 2 of 10

CUSIP No. 693665101  

 

    1.      

Names of Reporting Persons

 

The Jan and Trevor Rees-Jones Revocable Trust

    2.      

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  ¨

 

    3.  

SEC Use Only

 

    4.  

Citizenship or Place of Organization

 

Texas

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

       5.       

Sole Voting Power

 

0

      6.   

Shared Voting Power

 

10,346,257

      7.   

Sole Dispositive Power

 

0

      8.   

Shared Dispositive Power

 

10,346,257

    9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

10,346,257

  10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨

 

  11.  

Percent of Class Represented by Amount in Row (9)

 

9.75%*

  12.  

Type of Reporting Person (See Instructions)

 

OO

 

* The calculation of the foregoing percentage is based on 95,724,743 Common Units outstanding as of July 12, 2013 as reported in the quarterly report on Form 10-Q of PVR Partners, L.P. filed with the Securities and Exchange Commission on July 29, 2013.

 

Page 3 of 10

CUSIP No. 693665101  

 

    1.      

Names of Reporting Persons

 

Rees-Jones Holdings LLC

    2.      

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  ¨

 

    3.  

SEC Use Only

 

    4.  

Citizenship or Place of Organization

 

Texas

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

       5.       

Sole Voting Power

 

0

      6.   

Shared Voting Power

 

10,346,257

      7.   

Sole Dispositive Power

 

0

      8.   

Shared Dispositive Power

 

10,346,257

    9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

10,346,257

  10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨

 

  11.  

Percent of Class Represented by Amount in Row (9)

 

9.75%*

  12.  

Type of Reporting Person (See Instructions)

 

OO

 

* The calculation of the foregoing percentage is based on 95,724,743 Common Units outstanding as of July 12, 2013 as reported in the quarterly report on Form 10-Q of PVR Partners, L.P. filed with the Securities and Exchange Commission on July 29, 2013.

 

Page 4 of 10

CUSIP No. 693665101  

 

    1.      

Names of Reporting Persons

 

Chief E&D (GP) LLC

    2.      

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  ¨

 

    3.  

SEC Use Only

 

    4.  

Citizenship or Place of Organization

 

Texas

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

       5.       

Sole Voting Power

 

0

      6.   

Shared Voting Power

 

10,346,257

      7.   

Sole Dispositive Power

 

0

      8.   

Shared Dispositive Power

 

10,346,257

    9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

10,346,257

  10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨

 

  11.  

Percent of Class Represented by Amount in Row (9)

 

9.75%*

  12.  

Type of Reporting Person (See Instructions)

 

OO

 

* The calculation of the foregoing percentage is based on 95,724,743 Common Units outstanding as of July 12, 2013 as reported in the quarterly report on Form 10-Q of PVR Partners, L.P. filed with the Securities and Exchange Commission on July 29, 2013.

 

Page 5 of 10

CUSIP No. 693665101  

 

    1.      

Names of Reporting Persons

 

Chief E&D Holdings, LP

    2.      

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  ¨

 

    3.  

SEC Use Only

 

    4.  

Citizenship or Place of Organization

 

Texas

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

       5.       

Sole Voting Power

 

0

      6.   

Shared Voting Power

 

10,346,257

      7.   

Sole Dispositive Power

 

0

      8.   

Shared Dispositive Power

 

10,346,257

    9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

10,346,257

  10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨

 

  11.  

Percent of Class Represented by Amount in Row (9)

 

9.75%*

  12.  

Type of Reporting Person (See Instructions)

 

PN

 

* The calculation of the foregoing percentage is based on 95,724,743 Common Units outstanding as of July 12, 2013 as reported in the quarterly report on Form 10-Q of PVR Partners, L.P. filed with the Securities and Exchange Commission on July 29, 2013.

 

Page 6 of 10

Item 1.  
  (a)   Name of Issuer
    PVR Partners, L.P. (the “Issuer”)
  (b)   Address of Issuer’s Principal Executive Offices
    Three Radnor Corporate Center, Suite 301
    100 Matsonford Road
    Radnor, Pennsylvania 19087
Item 2.  
  (a)   Name of Person Filing
    Trevor D. Rees-Jones
    Janice M. Rees-Jones
    The Jan and Trevor Rees-Jones Revocable Trust
    Rees-Jones Holdings LLC
    Chief E&D (GP) LLC
    Chief E&D Holdings, LP
  (b)   Address of Principal Business Office or, if none, Residence
    The address for each of the reporting persons is:
    c/o Chief Oil & Gas LLC
    5956 Sherry Lane, Suite 1500
    Dallas, Texas 75225
  (c)   Citizenship
    See Item 4 on each cover page hereto.
  (d)   Title of Class of Securities
    Common Units
  (e)   CUSIP Number
    693665101
Item 3.   If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is:
  (a)   ¨    Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
  (b)   ¨    Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
  (c)   ¨    Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
  (d)   ¨    Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
  (e)   ¨    An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

Page 7 of 10

  (f)   ¨   An employee benefit plan or endowment fund in accordance with §240.13d- 1(b)(1)(ii)(F);
  (g)   ¨   A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
  (h)   ¨   A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
  (i)   ¨   A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
  (j)   ¨   A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
  (k)   ¨   A group, in accordance with §240.13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

Not applicable.

Item 4. Ownership.
  (a)   Amount beneficially owned:

As of the filing date, Chief E&D Holdings, LP, a Texas limited partnership, holds 10,346,257 special units representing limited partner interests (“Special Units”) in the Issuer. The Special Units automatically convert into Common Units on the first business day after the record date for the Issuer’s distribution for the third quarter of 2013. Each of the reporting persons may be deemed to beneficially own the Special Units and the Common Units into which they are convertible.

Each of the reporting persons declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person was, for the purposes of Section 13(d) of the Act or any other purpose, (i) acting (or had agreed to act) with any other person as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer, (ii) a member of any syndicate or group with respect to the Issuer or any securities of the Issuer, or (iii) the beneficial owner of any securities covered by this statement.

  (b)   Percent of class:
    See Item 11 of each of the cover pages with respect to each reporting person.
  (c)   Number of shares as to which such person has:
    (i)   Sole power to vote or to direct the vote:
    See Item 5 of each of the cover pages with respect to each reporting person.
    (ii)   Shared power to vote or to direct the vote:
    See Item 6 of each of the cover pages with respect to each reporting person.
    (iii)   Sole power to dispose or to direct the disposition of:
    See Item 7 of each of the cover pages with respect to each reporting person.

 

Page 8 of 10

        (iv) Shared power to dispose or to direct the disposition of:

        See Item 8 of each of the cover pages with respect to each reporting person.

Item 5.    Ownership of 5% or Less of a Class.

        Not applicable.

Item 6.    Ownership of More than 5% on Behalf of Another Person.

        Not applicable.

Item 7.     Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on

        by the Parent Holding Company or Control Person.

        See Exhibit 99.2, which is incorporated by reference herein.

Item 8.    Identification and Classification of Members of the Group.

        Not applicable.

Item 9.    Notice of Dissolution of Group.

        Not applicable.

Item 10.  Certifications.

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

 

Page 9 of 10

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: September 24, 2013

 

/s/ Trevor D. Rees-Jones

Trevor D. Rees-Jones

/s/ Janice M. Rees-Jones

Janice M. Rees-Jones
THE JAN AND TREVOR REES-JONES REVOCABLE TRUST
By:  

/s/ Trevor D. Rees-Jones

  Name: Trevor D. Rees-Jones
  Title:   Trustee
REES-JONES HOLDINGS LLC
By:  

/s/ Trevor D. Rees-Jones

  Name: Trevor D. Rees-Jones
  Title:   Chief Executive Officer
CHIEF E&D (GP) LLC
By:  

/s/ John Hinton

  Name: John Hinton
  Title:   Senior VP, CFO, and Treasurer
CHIEF E&D HOLDINGS, LP
By:   Chief E&D (GP) LLC,
  its general partner
By:  

/s/ John Hinton

  Name: John Hinton
  Title:   Senior VP, CFO, and Treasurer

 

Page 10 of 10

EXHIBIT INDEX

 

Exhibit

   

Description of Exhibit

99.1    Joint Filing Agreement (filed herewith).
99.2    Identification of Subsidiary (filed herewith).
 EX-99.1 2 d603277dex991.htm EX-99.1 EX-99.1

EXHIBIT 99.1 – JOINT FILING AGREEMENT

Pursuant to, and in accordance with, the requirements of Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, each party hereto hereby agrees to jointly file a Statement on Schedule 13G (including amendments thereto) with regard to the common units representing limited partner interests in PVR Partners, L.P., a Delaware master limited partnership, and further agrees that this Joint Filing Agreement be included as an exhibit to such joint filings.

In evidence thereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of the date set forth below.

Dated: September 24, 2013

 

/s/ Trevor D. Rees-Jones

Trevor D. Rees-Jones

/s/ Janice M. Rees-Jones

Janice M. Rees-Jones
THE JAN AND TREVOR REES-JONES REVOCABLE TRUST
By:  

/s/ Trevor D. Rees-Jones

  Name: Trevor D. Rees-Jones
  Title:   Trustee
REES-JONES HOLDINGS LLC
By:  

/s/ Trevor D. Rees-Jones

  Name: Trevor D. Rees-Jones
  Title:   Chief Executive Officer
CHIEF E&D (GP) LLC
By:  

/s/ John Hinton

  Name: John Hinton
  Title:   Senior VP, CFO, and Treasurer
CHIEF E&D HOLDINGS, LP
By:   Chief E&D (GP) LLC,
  its general partner
By:  

/s/ John Hinton

  Name: John Hinton
  Title:   Senior VP, CFO, and Treasurer
 EX-99.2 3 d603277dex992.htm EX-99.2 EX-99.2

EXHIBIT 99.2 – IDENTIFICATION OF SUBSIDIARY

Chief E&D Holdings, LP, a Texas limited partnership