SEC Info - Penn Virginia Corp, et al. - ‘S-3MEF’ on 6/10/09

Penn Virginia Corp, et al. – ‘S-3MEF’ on 6/10/09

On: Wednesday, 6/10/09, at 5:54pm ET · Effective: 6/10/09 · Accession #: 1193125-9-128829 · File #s: 333-143852, 333-159890, -01, -02, -03, -04, -05, -06, -07, -08

Registration of Additional Securities — Form S-3
Filing Table of Contents

S-3MEF — Registration of Additional Securities

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 6/10/09  Penn Virginia Corp                S-3MEF      6/10/09    3:148K                                   RR Donnelley/FA
          Penn Virginia Holding Corp
          Penn Virginia Oil & Gas Corp
          Penn Virginia MC Energy L.L.C.
          Penn Virginia MC Corp
          Penn Virginia MC Operating Co L.L.C.
          Penn Virginia Oil & Gas LP LLC
          Penn Virginia Oil & Gas GP LLC
          Penn Virginia Oil & Gas, L.P.

Document/Exhibit                   Description                      Pages   Size 

 1: S-3MEF      Registration of Additional Securities               HTML     96K 
 2: EX-5.1      Opinion of Hunton & Williams LLP                    HTML     26K 
 3: EX-23.1     Consent of Kpmg LLP                                 HTML      9K

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company

Form S-3MEF

As filed with the Securities and Exchange Commission on June 10, 2009

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933


Virginia	Penn Virginia Corporation	23-1184320
Delaware	Penn Virginia Holding Corp.	51-0389384
Virginia	Penn Virginia Oil & Gas Corporation	54-1617929
Delaware	Penn Virginia Oil & Gas GP LLC	74-3023686
Delaware	Penn Virginia Oil & Gas LP LLC	20-2768109
Delaware	Penn Virginia MC Corporation	02-0650458
Delaware	Penn Virginia MC Energy L.L.C.	02-0650462
Delaware	Penn Virginia MC Operating Company L.L.C.	02-0650466
Texas	Penn Virginia Oil & Gas, L.P.	76-0389487
*(State or other jurisdiction* *of incorporation)*	*(Exact name of registrant as specified in its charter)*	*(I.R.S. employer* *identification number)*

Three Radnor Corporate Center, Suite 300

100 Matsonford Road

Radnor, Pennsylvania 19087

(610) 687-8900

(Addresses, including zip code, and telephone numbers,

including area code, of registrant’s principal executive offices)

Nancy M. Snyder

Three Radnor Corporate Center, Suite 300

100 Matsonford Road

Radnor, Pennsylvania 19087

(610) 687-8900

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

Copies to:

Allan D. Reiss, Esq.

Catherine S. Gallagher, Esq.

Vinson & Elkins L.L.P.

666 Fifth Avenue, 26th Floor

New York, New York 10103

(212) 237 0000

Gary Thompson, Esq.

Jerry E. Whitson, Esq.

Hunton & Williams LLP

200 Park Avenue, 52nd Floor

New York, New York 10166

(212) 309-1000

Approximate date of commencement of proposed sale to the public: From time to time after the date hereof.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x 333-143852

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨

Indicate by a check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

CALCULATION OF REGISTRATION FEE



Title of each class of securities to be registered	Proposed maximum aggregate offering price(1)	Amount of registration fee
Debt Securities
Guarantees of Debt Securities(2)	None
Common Stock
Preferred Stock
Depositary Shares(3)
Warrants
Total	$52,237,500(4)	$2,915

(1)

The registrants previously registered an aggregate amount of $700,000,000 of debt securities, guarantees of debt securities, common stock, preferred stock, depositary shares and warrants on the registration statement on Form S-3 (Registration No. 333-143852). Of such securities, an aggregate of $438,812,500 have been sold, leaving a remaining balance of $261,187,500. Pursuant to this Registration Statement, the registrants are registering an additional indeterminate number of debt securities, guarantees of debt securities, common stock, preferred stock, depositary shares and warrants as shall have an aggregate initial offering price not to exceed $52,237,500.

(2)	Pursuant to Rule 457(n), no separate fee is payable with respect to the guarantee of the debt securities.

(3)	Depositary shares will represent functional interests in the preferred stock registered hereby.

(4)

The proposed maximum aggregate offering price per class of security will be determined from time to time by the registrants in connection with the issuance by the registrants of the securities registered hereunder and is not specified as to each class of security pursuant to General Instruction II.D. of Form S-3 under the Securities Act.

THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH RULE 462(b) UNDER THE SECURITIES ACT.

EXPLANATORY NOTE

This registration statement relates to the same public offering of securities contemplated by and incorporates herein by reference the automatic shelf registration statement on Form S-3 (Registration No. 333-143852) (the “Prior Registration Statement”), which became effective on June 18, 2007, including all amendments and exhibits thereto and all information incorporated or deemed to be incorporated by reference therein. This registration statement on Form S-3 of Penn Virginia Corporation and its subsidiary guarantor registrants is being filed pursuant to Rule 462(b) and General Instruction IV(A) to Form S-3 to increase the dollar amount of securities being registered under the Prior Registration Statement by $52,237,500.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Penn Virginia Corporation certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Radnor, Commonwealth of Pennsylvania on June 10, 2009.


PENN VIRGINIA CORPORATION

By:		/s/ *NANCY M. SNYDER*
		Nancy M. Snyder
		*Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary*