UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No. 3
PENN VIRGINIA CORPORATION
(Name of Issuer)
Common Stock, Par Value $6.25 Per Share
(Title of Class of Securities)
707 882 106
(CUSIP Number)
Dr. Johannes Teyssen
Interkohle Beteiligungsgesellschaft mit
beschrankter Haftung
Tresckowstrasse 5
30457 Hannover
Federal Republic of Germany
Telephone: 011 49 (511) 439-2543
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and
Communications)
Copy to:
Clare O'Brien
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
Telephone: (212) 848-4000
October 28, 1996
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-(b)(3) or (4), check the following box |_|.
<PAGE> 2
Check the following box if a fee is being paid with this Statement |_|. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*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 disclosures provided in a prior cover page.
The information required on 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 (the "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).
<PAGE> 3
SCHEDULE 13D
CUSIP No. 707 882 106
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Interkohle Beteiligungsgesellschaft mit beschrankter Haftung
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
|_| (a)
|_| (b)
(3) SEC Use Only
(4) Source of Funds (See Instructions): OO
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d)
or 2(e).|_|
(6) Citizenship or Place of Organization: Federal Republic of Germany
Number of (7) Sole Voting Power: 868,258
Shares
Beneficially (8) Shared Voting Power: n/a
Owned by
Each (9) Sole Dispositive Power: 868,258
Reporting
Person (10) Shared Dispositive Power: n/a
With
(11) Aggregate Amount Beneficially Owned by Each Reporting Person: 868,258
(12) Check box if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) |_|
(13) Percent of Class Represented by Amount in Row (11): 19.5%
(14) Type of Reporting Person (See Instructions): CO
<PAGE> 4
This Amendment No. 3 amends and restates in its entirety the Statement on
Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on
July 17, 1989 by Interkohle Beteiligungsgesellschaft mit beschrankter Haftung, a
corporation organized under the laws of the Federal Republic of Germany
("Interkohle"), as amended by Amendment No. 1 and Amendment No. 2 filed with the
SEC on January 10, 1990 and July 9, 1990, respectively (such Schedule, as so
amended, being the "Schedule 13D"). This Amendment No. 3 is filed with respect
to the 868,258 shares of Common Stock, par value $6.25 per share, issued by Penn
Virginia Corporation (the "Company"), a Virginia corporation, which are owned by
Interkohle.
Item 1. Security and Issuer.
This Statement relates to the Common Stock, par value $6.25 per share, of
the Company (the "Shares"). The principal executive offices of the Company are
located at 800 The Bellevue, 200 South Broad Street, Philadelphia, PA 19102.
Item 2. Identity and Background.
(a)-(c) This statement is filed by Interkohle whose principal office
address and principal business address are located at Tresckowstrasse 5, 30457
Hannover, Federal Republic of Germany. The principal business activity of
Interkohle currently consists of the holding of Shares. However, Interkohle may,
from time to time, also hold investments in other companies.
Interkohle has three stockholders: PreussenElektra AG ("PE"), Veba
Kraftwerke Ruhr AG ("VKR") and Stinnes AG ("Stinnes").
PE owns 75% of the outstanding capital stock of Interkohle. PE is a
corporation organized under the laws of the Federal Republic of Germany whose
principal office address and principal business address are located at
Tresckowstrasse 5, 30457 Hannover, Federal Republic of Germany. The principal
business activities of PE consist of electric power generation and distribution.
All of the outstanding capital stock of PE is owned by Veba AG ("Veba").
VKR owns 12.5% of the outstanding stock of Interkohle. VKR is a corporation
organized under the laws of the Federal Republic of Germany whose principal
office address and principal business address are located at
Bergmannsgluckstrasse 41-43, 45896 Gelsenkirchen-Buer, Federal Republic of
Germany. The principal business activity of VKR consists of the generation of
electric power. All of the outstanding stock of VKR is owned by PE.
Stinnes owns 12.5% of the outstanding stock of Interkohle. Stinnes is a
corporation organized under the laws of the Federal Republic of Germany whose
principal office address
<PAGE> 5
and principal business address are located at Humboldtring 15, 45472
Mulheim/Ruhr 12, Federal Republic of Germany. The principal business activities
of Stinnes consist of trading and transportation fields. One hundred percent
(100%) of the outstanding stock of Stinnes is owned by Veba.
Veba is a corporation organized under the laws of the Federal Republic of
Germany whose principal office address and principal business address are
located at BennigsenPlatz 1, 40474 Dusseldorf, Federal Republic of Germany. The
principal business activities of Veba, which are conducted through numerous
subsidiaries and affiliated companies, include electric power generation and
distribution, several ventures in the petroleum and chemical industries and
activities in the trading and transportation fields. The outstanding stock of
Veba is owned by approximately 405,000 shareholders.
The name, business address, present principal occupation for employment and
the name, principal business and address of any corporation or other
organization in which such employment is conducted of each executive officer and
director of Interkohle and of each member of the Management Board and
Supervisory Board of Veba are set forth, respectively, in Schedule I and
Schedule II hereto, which are incorporated herein by reference.
(d) During the last five years, none of Interkohle, PE, VKR, Stinnes, Veba,
or, to the best knowledge, respectively, of Interkohle and Veba, any of the
executive officers and directors of Interkohle, or any of the members of the
Management Board or Supervisory Board of Veba, has been convicted in a criminal
proceeding (excluding traffic violations and similar misdemeanors).
(e) During the last five years, none of Interkohle, PE, VKR, Stinnes, Veba,
or, to the best knowledge, respectively, of Interkohle and Veba, any of the
executive officers and directors of Interkohle, or any of the members of the
Management Board or Supervisory Board of Veba, was a party to a civil proceeding
of the judicial or administrative bodies of competent jurisdiction and, as a
result of such proceedings, was or is subject to a judgment, decree, or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, United States federal or state securities laws or finding any
violation with respect to such laws.
(f) The citizenship of each executive officer and director of Interkohle
and of each member of the Management Board and Supervisory Board of Veba is set
forth, respectively, in Schedule I and Schedule II hereto, which are
incorporated herein by reference.
Item 3. Source and Amount of Funds and Other Consideration.
In making the purchase of 648,488 Shares, Interkohle exchanged its
1,650,000 shares of common stock, $2.50 par value per share, of Westmoreland
Coal Company, a Delaware
<PAGE> 6
corporation ("WCC"), and in addition used $5,626,286.87 in cash. The source of
such cash was Interkohle's capital.
In making the purchase of an additional 219,570 Shares, Interkohle used
$10,513,789.00 in cash. The source of such cash was Interkohle's capital.
In making the purchase of an additional 200 Shares, Interkohle used
$9,286.00 in cash. The source of such cash was Interkohle's capital.
Item 4. Purpose of Transaction.
Interkohle initially acquired 648,488 Shares pursuant to an Exchange
Agreement dated as of May 31, 1989 (the "Exchange Agreement") and subsequently
acquired an additional 219,770 Shares in the aggregate. The Shares were acquired
by Interkohle as an investment.
Following a recent review by Interkohle of all of its investments,
Interkohle has concluded that ownership of the Shares is no longer strategically
necessary for Interkohle. As a result, Interkohle is considering the possible
sale of the Shares. Interkohle may effect the sale of all or a portion of the
Shares pursuant to an underwritten public offering, through sales in the open
market, in privately negotiated transactions or otherwise, depending on market
conditions and other relevant factors. Interkohle intends to keep the Company
informed as to any plans it may have regarding any disposition of its Shares.
Interkohle will continue to hold the Shares as a financial investment until
Interkohle is able to sell the Shares on acceptable terms.
Except as described above, Interkohle has no present plans or proposals
that relate to or would result in:
(a) The acquisition by any person of additional securities of the
Company in excess of 15% of the Company's common stock or the disposition of
securities of the Company;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its subsidiaries;
(c) A sale or transfer of a material amount of the assets of the
Company or any of its subsidiaries;
(d) Any change in the present board of directors or management of the
Company, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board, except as provided in
the Stockholders' Agreement dated as of May 31, 1989 between Interkohle and Mr.
E. B. Leisenring, Jr.;
<PAGE> 7
(e) Any material change in the present capitalization or dividend
policy of the Company;
(f) Any other material change in the Company's business or corporate
structure;
(g) Changes in the Company's charter, bylaws or instruments
corresponding thereto or other action which may impede the acquisition of
control of the Company by any person;
(h) Causing a class of the Company's securities to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
Interkohle beneficially owns a total of 868,258 Shares, representing 19.5%
of the issued and outstanding Shares of the Company as of June 30, 1996.
(a) Except as set forth herein, none of Interkohle, PE, VKR, Stinnes,
Veba, or, to the best knowledge, respectively, of Interkohle and Veba, any of
the executive officers or directors of Interkohle, or any of the members of the
Management Board and Supervisory Board of Veba, beneficially owns or has a right
to acquire any Shares.
(b) Interkohle has the sole power to vote or direct the vote and to
dispose or to direct the disposition of the Shares it beneficially owns.
(c) The 868,258 Shares beneficially owned by Interkohle were purchased
by Interkohle as follows:
(i) 648,488 Shares pursuant to the Exchange Agreement in exchange
for $5,626,286.87 in cash and 1,650,000 shares in common stock, $2.50
par value per share of WCC. The exchange was valued at a price for the
Shares of $48.75 per Share and a price for the shares of WCC of $15.75
per share.
(ii) 174,800 Shares pursuant to the Stock Purchase Agreement
dated as of December 13, 1989 between Interkohle and the Company, as
purchasers,
<PAGE> 8
and Industrial Equity (Pacific) Limited, as vendor, in exchange for
$8,303,000 ($47.50 per share).
(iii) 44,770 Shares pursuant to the Stock Purchase Agreement
dated as of December 13, 1989 between Interkohle and the Company in
exchange for $2,210,789 ($47.50 per share plus an additional payment
of $84,219 as Interkohle's share of consideration paid to Morgan
Guaranty Trust Company of New York for certain investment banking
services).
(iv) 200 Shares for $9,268.00 in cash ($46.43 per share).
(d) Not applicable.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with respect to
Securities of the Issuer.
The information set forth under "Purpose of Transaction" in Item 4 hereof
and under "Interest in Securities of the Issuer" in Item 5 hereof is
incorporated herein by reference.
Except as set forth in response to Items 4 and 5 hereof, none of
Interkohle, PE, VKR, Stinnes, Veba, or, to the best knowledge, respectively, of
Interkohle and Veba, any of the executive officers and directors of Interkohle
or any of the members of the Management Board and Supervisory Board of Veba, has
any contract, arrangement, understanding, or relationship (legal or otherwise)
with any person with respect to any securities of the Company, including but not
limited to any contract, arrangement, undertaking, or relationship concerning
the transfer or the voting of any such securities, finder's fees, joint
ventures, loan or option arrangement, puts or calls, guarantees of profits,
division of profit or loss, or the giving or withholding of proxies.
Item 7. Material to Be Filed as Exhibits.
Exhibit No. Description
1 Exchange Agreement dated May 31, 1989, between Interkohle and the
Company, providing for the issuance by the Company and the purchase by
Interkohle of 648,488 Shares of the Company, representing 14.61% of
the outstanding Common Stock of the Company as of May 31, 1989.
2 Stockholders' Agreement dated as of May 31, 1989, between Interkohle
and Mr. E.B. Leisenring, Jr.
3 Stock Purchase Agreement dated December 13, 1989, between Interkohle
and the Company, as purchasers, and Industrial Equity (Pacific)
Limited, as vendor, of, respectively, 174,800 and 82,700 Shares of the
Company.
4 Stock Purchase Agreement dated as of December 13, 1989, between
Interkohle and the Company, providing for the issuance by the Company
and the purchase by Interkohle of 44,770 Shares of the Company.
5 Amendment to the Exchange Agreement dated May 4, 1990, among
Interkohle and the Company.
<PAGE> 9
Signatures
After reasonable inquiry and to the best knowledge and belief of each of the
undersigned, each of the undersigned certifies that the information set forth in
this Statement is true, complete and correct.
November 14, 1996
INTERKOHLE BETEILIGUNGSGESELLSCHAFT MIT BESCHRANKTER HAFTUNG
/s/ Hans-Albert Oppenborn /s/ Johannes Teyssen
- --------------------------- ------------------------
Name: Dipl. -Kfm. Hans-Albert Oppenborn Name: Dr. iur. Johannes Teyssen
Title: General Manager Title: General Manager
<PAGE> 10
Schedule I
Interkohle Beteiligungsgesellschaft
mit beschrankter Haftung* (Closed Corporation)
Name Business Address Occupation Corporation
Dipl.-Kfm. Hans-Albert Tresckowstr. 5, General Manager Interkohle Beteili-
Oppenborn 30457 Hannover gungsgesellschaft
mbH
Dr. iur. Johannes Tresckowstr. 5, General Manager Interkohle Beteili-
Teyssen 30457 Hannover gungsgesellschaft
mbH
- --------
* All Managers of Interkohle are citizens of the Federal Republic of Germany
<PAGE> 11
Schedule II
VEBA Aktiengesellschaft -
Management Board*
Name Business Address Occupation Corporation
Ulrich Hartmann Bennigsenplatz 1, Chairman VEBA AG
40474 Dusseldorf Management Board
Wilheim Bonse-Geu- Alexander-von-Hum- Chairman VEBA OEL AG
king boldt-Strabe, Management Board
45896 Gelsenkirchen
Dr. Hans Michael Gaul Bennigsenplatz 1, Member VEBA AG
40474 Dusseldorf Management Board
Dr. Hans-Dieter Harig Tresckowstr. 5, Chairman PreussenElektra
30457 Hannover Management Board AG
Dr. Hermann Kramer Bennigsenplatz 1, Member VEBA AG
40474 Dusseldorf Management Board
Dr. Manfred Kruper Bennigsenplatz 1, Member VEBA AG
40474 Dusseldorf Management Board
Georg Kulenkampff Rudolf-v.-Bennigsen- Chairman RAAB KARCHER AG
Foerder-Platz 1, Management Board
45131 Essen
Helmut Mamsch Humboldtring 15, Chairman STINNES AG
45472 Mulheim an der Management Board
Ruhr
Dr. Erhard Meyer- Paul-Baumann-Str. 1, Chairman HULS AG
Galow 45764 Marl Management Board
- --------
* All members of the Management Board of VEBA AG are citizens of the Federal
Republic of Germany
<PAGE> 12
VEBA Aktiengesellschaft -
Supervisory Board*
Name Business Occupation Corporation
Hermann Josef Kaiser-Wilhelm-Allee, Chairman VEBA AG
Strenger Gebaude Q 26, Supervisory Board
51368 Leverkusen
Hans Berger Alte Hattinger Str. 19, Chairman IG BERGBAU und
44789 Bochum ENERGIE
Dr. Marcus Bierich Robert-Bosch-Platz 1, Chairman ROBERT BOSCH
70839 Gerlingen- Supervisory Board GMBH
Schillerhohe
Ralf Blauth Paul-Baumann-Str. 1, Employee HULS AG
45764 Marl
Dr. Gerhard Cromme Altendorfer Str. 103, Chairman FRIED.- KRUPP AG
45143 Essen Management Board HOESCH-KRUPP
Rainer Ducker Tresckowstr. 5, Employee PreussenElecktra
30457 Hannover AG
Harmut Kaminiski Bergmannsgluckstr. Employee VEBA Kraftwerke
41-43, Ruhr AG
45896 Gelsenkirchen-
Buer
Dr. Horst Klose Leitengraben 3, Employee MERO-Firmengruppe
97084 Wurzburg
Hilmar Kopper Taunusanlage 12, Chairman Deutsche Bank AG
60325 Frankfurt Management Board
* All members of the Supervisory Board of VEBA AG are citizens of the Federal
Republic of Germany except Dr. h. c. Andre Leysen who is a citizen of
Belgium and Kurt F. Viermetz who is a citizen of the United States of
America.
<PAGE> 13
Name Business Occupation Corporation
Dr. h.c. Andre Leysen Septestraat 27, Chairman GEVAERT N.V.
B-2640 Mortsel Administrative
Board
Dr. Klaus Liesen Huttropstr. 60, Chairman RUHRGAS AG
45138 Essen Supervisory Board
Helga Lissek-Roza Rudolf-v.-Bennigsen- Employee RAAB KARCHER
Foerder-Platz 1, AG
45131 Essen
Herbert Mai Theodor-Heuss-Str. 2, Chairman labor
union/OTV
70174 Stuttgart
Dagobert Millinghaus Humboldtring 15, Employee BRENNTAG AG
45472 Mulheim/Ruhr
Hubertus Schmoldt Konigsworther Platz 6, Chairman IG CHEMIE-
30167 Hannover PAPIER-
KERAMIK
Dr. Henning Schulte- Koniginstr. 28, Chairman Allianz AG
Noelle 80802 Munchen Management Board
Kurt F. Viermetz 60 Wall Street, 20th Vice Chairman J.P. MORGAN
Floor & CO.
New York, N.Y. 10260 INCORPORATED
U.S.A
Dr. Bernd Voss Jurgen-Ponto-Platz 1, Member Dresdner Bank
60329 Frankfurt/Main Management Board AG
Dr. Peter Weber Bau 1047, Employee HULS AG
Paul-Baumann-Str. 1,
45764 Marl
Kurt Weslowski Werk Scholven, Employee VEBA OEL AG
Pawiker Str. 30,
45896 Gelsenkirchen
<PAGE> 14
INDEX TO EXHIBITS
Exhibit No. Description
1* Exchange Agreement dated May 31, 1989, between Interkohle and the
Company, providing for the issuance by the Company and the purchase by
Interkohle of 648,488 Shares of the Company, representing 14.61% of
the outstanding Common Stock of the Company as of May 31, 1989.
2* Stockholders' Agreement dated as of May 31, 1989, between Interkohle
and Mr. E.B. Leisenring, Jr.
3* Stock Purchase Agreement dated December 13, 1989, between Interkohle
and the Company, as purchasers, and Industrial Equity (Pacific)
Limited, as vendor, of, respectively, 174,800 and 82,700 Shares of the
Company.
4* Stock Purchase Agreement dated as of December 13, 1989, between
Interkohle and the Company, providing for the issuance by the Company
and the purchase by Interkohle of 44,770 Shares of the Company.
5* Amendment to the Exchange Agreement dated May 4, 1990, among
Interkohle and the Company.
- --------
* Previously filed.
