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: March 23, 2010
(Date of
Earliest Event Reported)
PENN
VIRGINIA GP HOLDINGS, L.P.
(Exact
Name of Registrant as Specified in its Charter)
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Delaware
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1-33171
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20-5116532
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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Three
Radnor Corporate Center, Suite 300
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100
Matsonford Road, Radnor, Pennsylvania
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19087
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(Address
of Principal Executive Offices)
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(Zip
Code)
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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):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On March
23, 2010, Frank A. Pici resigned from his positions as Vice President and Chief
Financial Officer of Penn Virginia Resource GP, LLC (the “PVR General Partner”),
general partner of Penn Virginia Resource Partners, L.P. (“PVR”) and Vice
President and Chief Financial Officer of PVG GP, LLC (the “General Partner”),
general partner of Penn Virginia GP Holdings, L.P. (“PVG”).
On March
23, 2010, the Board of Directors of each of the PVR General Partner and the
General Partner appointed Robert B. Wallace, age 48, to the positions of
Executive Vice President and Chief Financial Officer of the PVR General Partner
and the General Partner. Mr. Wallace served as Senior Vice President,
Finance and Chief Financial Officer of Buckeye GP LLC, the general partner of
Buckeye Partners, L.P., a refined petroleum products pipeline company, from
September 2004 to July 2007. Mr. Wallace also served as Senior Vice
President, Finance and Chief Financial Officer of MainLine Management LLC, the
general partner of Buckeye GP Holdings L.P., from September 2004 to July
2007. Prior to joining Buckeye, Mr. Wallace served as Executive
Director, Corporate Finance of the Energy Group of UBS Investment Bank from
September 1997 to February 2004.
A press
release announcing Mr. Pici’s resignations and Mr. Wallace’s appointments is
furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Concurrent
with his appointment as the Executive Vice President and Chief Financial Officer
of the PVR General Partner, Mr. Wallace entered into an Employment Agreement
with the PVR General Partner containing the terms and conditions described
below. The following description is qualified in its entirety by
reference to the Employment Agreement filed as Exhibit 10.1 to this Current
Report on Form 8-K and incorporated herein by reference.
Term. The Employment
Agreement has a three-year term, which, after 365 days, is automatically
extended for consecutive one-day periods until terminated by notice from the PVR
General Partner. If such notice is given, the Employment
Agreement will terminate two years after the date of such
notice.
Compensation. Mr.
Wallace will be entitled to an annual base salary of $275,000, a target annual
cash incentive bonus of 50% of his base salary and a target annual equity
incentive of 100% of his base salary. In addition, on March 23, 2010,
Mr. Wallace was granted 11,156 phantom units of PVR (the “Initial Unit Grant”)
pursuant to the Penn Virginia Resource GP, LLC Fifth Amended and Restated
Long-Term Incentive Plan, which will vest in equal installments over three
years.
Triggering Events. The
Employment Agreement provides severance benefits to Mr. Wallace upon the
occurrence of two events (the “Triggering Events”). Specifically, if
a change of control of PVG, the General Partner, the PVR General Partner,
PVR or Penn Virginia Corporation (“PVA”) (if PVA is an affiliate of the PVR
General Partner at the time of the change of control) occurs and, within two
years after the date of such change of control, either (i) Mr. Wallace’s
employment is terminated for any reason other than for cause or Mr. Wallace’s
inability to perform his duties for at least 180 days due to his disability or
(ii) Mr. Wallace terminates his employment due to a reduction in authority,
duties, title, status or responsibility, a material breach of the Employment
Agreement by the PVR General Partner, the PVR General Partner’s failure to
obtain an agreement from its successor to assume his Employment Agreement or the
relocation by more than 100 miles of the PVR General Partner’s Radnor,
Pennsylvania office or the PVR General Partner requires Mr. Wallace to be based
at any other office if the new office is more than 50 miles from the Radnor
office location, then Mr. Wallace will receive the change of control
severance payments and other benefits described below.
Change of Control Severance
Benefits. If the Triggering Events occur after March 23, 2011,
(i) Mr. Wallace will receive a lump sum, in cash, of an amount equal to three
times the sum of Mr. Wallace’s annual base salary plus the highest cash bonus
paid to him during the two-year period prior to termination, subject to
reduction as described below under “Excise Taxes” and (ii) all restricted and
phantom PVG and PVR units then held by Mr. Wallace will immediately vest and all
restrictions thereon will lapse and all unit options to purchase PVG or PVR
units then held by Mr. Wallace will immediately vest and will remain exercisable
for the shorter of three years or the remainder of the options’ respective
terms. The PVR General Partner will also provide certain health and
dental benefit-related payments to Mr. Wallace as well as certain outplacement
services. If the Triggering Events occur during the period commencing
on May 23, 2010 and ending on March 23, 2011, (i) Mr. Wallace will receive
$275,000 in cash and (ii) the Initial Unit Grant will immediately vest and all
restrictions thereon will lapse.
Excise Taxes. If
the PVR General Partner’s independent registered public accountants determine
that any payments to be made or benefits to be provided to Mr. Wallace under the
Employment Agreement would result in him being subject to the excise tax imposed
by Section 4999 of the Internal Revenue Code, such payments or benefits will be
reduced to the extent necessary to prevent him from being subject to such excise
tax.
On March
23, 2010, the Compensation and Benefits Committee of the PVR General Partner
approved the amendment and restatement of William H. Shea, Jr.’s Employment
Agreement to provide that if there occurs a change of control and the PVR
General Partner’s office is relocated by more than 100 miles from the PVR
General Partner’s Radnor, Pennsylvania office or the PVR General Partner
requires Mr. Shea to be based at any new office if the new office is more than
50 miles from the Radnor office location then Mr. Shea will receive the change
of control payments and other benefits described in his Employment Agreement.
The
foregoing description of Mr. Shea’s Amended and Restated Employment Agreement is
qualified in its entirety by reference to such agreement filed as Exhibit 10.2
to this Current Report on Form 8-K and incorporated herein by
reference.
Item
9.01. Financial Statements and Exhibits.
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10.1
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Employment
Agreement between Robert B. Wallace and Penn Virginia Resource GP, LLC
dated March 23, 2010 (incorporated by reference to Exhibit 10.1 to Penn
Virginia Resource Partners, L.P.’s Current Report on Form 8-K filed on
March 24, 2010).
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10.2
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Amended
and Restated Employment Agreement between William H. Shea, Jr. and Penn
Virginia Resource GP, LLC dated March 23, 2010 (incorporated by reference
to Exhibit 10.2 to Penn Virginia Resource Partners, L.P.’s Current Report
on Form 8-K filed on March 24, 2010).
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99.1
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Press
Release dated March 23, 2010 (incorporated by reference to Exhibit 99.1 to
Penn Virginia Resource Partners, L.P.’s Current Report on Form 8-K filed
on March 24, 2010).
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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: March
24, 2010
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Penn
Virginia GP Holdings, L.P.
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By:
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PVG
GP, LLC,
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its
general partner
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By:
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/s/ Nancy M.
Snyder
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Name:
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Nancy
M. Snyder
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Title:
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Vice
President, Chief Administrative
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Officer
and General Counsel
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