SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. [ ])
[X ] Filed by the Registrant
[ ] Filed by a Party other than the Registrant
Check the Appropriate Box:
[X ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e) (2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or
Sec. 240.14a-12
PENN VIRGINIA CORPORATION
-----------------------------------------------------
(Name of Registrant as Specified in Its Charter)
------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if
other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rule O-11(c)(1)(ii), 14a-6(i)(1),
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3)
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and O-11.
1) Title of each class of securities to which transaction
applies:
2) Aggregrate number of securities to which transaciton
applies:
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule O-11 (Set forth
the amount on which the filing fee is calculated and
state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with perliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule O-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
1) Amount Previously paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
PENN VIRGINIA CORPORATION
One Radnor Corporate Center
SUITE 200
100 MATSONFORD ROAD
RADNOR, PENNSYLVANIA 19087
NOTICE OF 1997 ANNUAL MEETING OF SHAREHOLDERS
To our Shareholders:
You are cordially invited to attend the Annual Meeting
of Shareholders of Penn Virginia Corporation (the "Company")
which will be held at the Company's corporate office, One
Radnor Corporate Center, Suite 200, 100 Matsonford Road,
Radnor, Pennsylvania, Tuesday, May 6, 1997, at 10:00 a.m.,
Eastern Daylight Time, and at any adjournment thereof, to
consider and act on the following matters:
1. The election of eight directors to serve until the
next Annual Meeting of Shareholders, or until their
successors are elected and qualified (Voting Item 1);
2. A proposal to amend the Articles of Incorporation of
the Company to increase the number of authorized shares of
the common stock of the Company to 16,000,000 shares (Voting
Item 2);
3. A shareholder proposal as described in the
accompanying Proxy Statement (Voting Item 3); and
4. The transaction of such other business as may properly
come before the meeting or any adjournment thereof.
Only shareholders of record at the close of business on
March 7, 1997 will be entitled to notice of and to vote at
the Annual Meeting or any adjournment thereof. A complete
list of shareholders so entitled to vote will be available
at the Company's corporate office in Radnor, Pennsylvania
during regular business hours for a period of ten calendar
days prior to the Annual Meeting.
In order that your shares may be represented at the
Annual Meeting, please date and sign the enclosed proxy card
and return it promptly in the accompanying envelope.
By Order of the Board of Directors
Beverly Cole McGuire
Corporate Secretary
Radnor, Pennsylvania
March 31, 1997
<PAGE>
PENN VIRGINIA CORPORATION
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
MAY 6, 1997
GENERAL INFORMATION
This Proxy Statement and the accompanying proxy are
being furnished to shareholders of Penn Virginia Corporation
(the "Company") in connection with the solicitation of the
enclosed proxy by or on behalf of the Board of Directors for
use at the Annual Meeting of Shareholders on May 6, 1997.
This Proxy Statement and the accompanying proxy are being
first mailed on or about March 31, 1997.
RECORD DATE AND VOTING RIGHTS
Shareholders of record at the close of business on
March 7, 1997 will be entitled to vote at the meeting. On
that date there were outstanding and entitled to vote (one
vote per share) 4,131,294 shares of common stock, par value
$6.25 per share. The presence, in person or by proxy, of
shareholders entitled to cast a majority of votes will be
necessary to constitute a quorum for the transaction of
business. Under Virginia Law, directors are elected by a
plurality of the votes cast by the shares entitled to vote
at a meeting at which a quorum is present. Accordingly,
abstentions and broker non-votes will have no effect on the
outcome of the vote. For the amendment to the Articles of
Incorporation to be effective, the proposal must be approved
by the holders of more than two-thirds of the shares
entitled to vote. Abstentions and broker non-votes have the
effect of a vote against the proposal. Adoption of the
shareholder proposal, which is opposed by the Board of
Directors, would require the affirmative vote of the holders
of at least a majority of the shares of common stock present
in person or represented by proxy at the meeting and
entitled to vote.
REVOCABILITY AND VOTING OF PROXY
All shareholders, regardless of whether they expect to
attend the meeting in person, are requested to vote, date,
sign and promptly return the enclosed proxy in the
accompanying envelope. Each shareholder has the right to
revoke a proxy by filing with the Secretary of the Company a
written revocation before the proxy is voted or by
submitting to the Company before the taking of the vote a
duly executed proxy bearing a later date or by voting the
shares subject to such proxy by written ballot at the Annual
Meeting. Any shareholder may attend the Annual Meeting and
vote in person whether or not a proxy was previously
submitted. Attendance at the Annual Meeting will not in and
of itself constitute a revocation of a proxy.
The three officers of the Company designated as the
proxies to vote shares at the Annual meeting will vote in
accordance with the instructions on the proxy card. If no
specific voting instructions are given with respect to the
matters to be voted upon, the shares represented by each
signed proxy will be voted (1) FOR the election of each of
the nominees to the Company's Board of Directors, (2) FOR
the amendment to the Articles of Incorporation, and (3)
AGAINST the shareholder proposal. Management does not
expect any matters other than the election of directors, the
amendment to the Articles of Incorporation, and the
shareholder proposal to be presented for action at the
Annual Meeting.
PROXY SOLICITATION
The expenses of solicitation of proxies, including the
cost of preparing and mailing this Proxy Statement and the
accompanying material, will be paid by the Company. Such
expenses may also include the charges and expenses of banks,
brokerage houses and other custodians, nominees or
fiduciaries for forwarding proxies and proxy material to
beneficial owners of shares. Some officers and employees
may solicit proxies personally, by telephone or by mail and
will not be additionally compensated therefor.
<PAGE>
VOTING ITEM 1. ELECTION OF DIRECTORS
The Board of Directors currently consists of eight
directors. Messrs. Teyssen and Oppenborn, who were
appointed to the Board in 1996 pursuant to the terms of an
agreement between Interkohle Beteiligungsgesellschaft mbH
("Interkohle"), a major shareholder of Penn Virginia
Corporation until January 30, 1997, are not standing for re-
election. The Board has nominated Mr. Garrett and Mr. Rye
to fill the two director positions thus vacated. The eight
directors nominated for election at the 1997 Annual Meeting
are Mr. Black, Mr. Cadigan, Mr. Dearlove, Mr. Garrett, Mr.
Rye, Mr. Shober, Mr. Witsell, and Mr. Wright. The nominees,
if elected, will serve until the next Annual Meeting of
Shareholders or until their respective successors are
elected and qualified. Although all nominees currently
intend to serve on the Board, if any nominee should decline
or be unable to serve, the Board will designate a substitute
nominee. The Company has no reason to believe that any
nominee will decline or be unable to serve.
<TABLE>
THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE
ELECTION OF THE EIGHT NOMINEES.
<CAPTION>
NOMINEES FOR DIRECTOR, AGE, POSITION WITH THE COMPANY,
BUSINESS EXPERIENCE DURING PAST FIVE YEARS,
AND OTHER DIRECTORSHIPS
____________________________________________________________
<S> <C>
LENNOX K. BLACK, age 67 Director since 1984<F1>
Chairman of the Company's Board
(1992 to date); Chief Executive
Officer of the Company (1992 to
May 1996); Chief Executive Officer
of Teleflex, Inc. (1982 to 1995).
Director (Chairman) of Teleflex,
Inc., Quaker Chemical Corporation,
and Pep Boys.
JOHN D. CADIGAN, age 56 Director since 1987<F3><F4>
President of Rio Petrol, Inc.,
oil and gas investments (1984 to
date); Vice President, Campbell
Investment Company, investments
(1976 to date); President of
Cadigan Corp., investments
(1980 to date). Director of Rio
Petrol, Inc., Campbell Investment
Company, Cadigan Corp. and
Joshua Green Corporation.
A. JAMES DEARLOVE, age 49 Director since 1996<F1>
President and Chief Executive
Officer of the Company(May 1996
to date); President and Chief
Operating Officer of the Company
(1994 to May 1996); Senior Vice
President of the Company (1992 to
1994); Vice President of the Company
(1986 to 1992). Director of Powell
River Project and National Council
of Coal Lessors.
ROBERT GARRETT, age 60
President of Robert Garrett &
Sons Inc., a venture investing
and advisory company (1986 to date);
President of AdMedia Partners,
Inc., an investment banking
firm serving media and
advertising businesses (1990
to date). Director (Chairman)
of Southeast Publishing
Ventures, Inc. and Mickelberry
Communications, Inc.
JOE T. RYE, age 58
President of Joe T. Rye, P.C.,
a business consulting firm (1992
to date) and a rancher (1979
to date); Senior Vice President,
Chief Financial Officer and
Director of Seagull Energy
Corporation (1982 to 1992).
JOHN A. H. SHOBER, age 63 Director since 1978<F1><F3>
Vice Chairman of the Board
of the Company (April 1992
to 1996); President and Chief
Executive Officer of the
Company (1989 to March 1992).
Director of AirGas, Inc.,
Anker Coal Group, Inc.,
BetzDearborn, Inc., Charter
Power Systems, Inc., Eisenhower
Exchange Fellowships, Ensign
Bickford Industries, Inc., First
Reserve Corporation, MIBRAG mbH,
Pennsylvania Hospital, and YMCA
of Philadelphia.
<PAGE> 2
FREDERICK C. WITSELL, JR., age 63 Director since 1972<F2>
Vice Chairman, J.P. Morgan Florida
FSB (Sept. 1993 to date); Managing
Director, Morgan Guaranty Trust
Company of New York (Feb. 1989 to
Jan. 1994). Director and Vice
Chairman of J.P. Morgan Florida FSB.
MINTURN T. WRIGHT, III, age 71 Director since 1973<F2><F4>
Retired partner, Dechert Price &
Rhoads, attorneys (1961 to 1995;
retired June 30, 1995). Director
of The Philadelphia Contributionship.
<FN>
<F1> Member of the Executive Committee
<F2> Member of the Compensation and Benefits Committee
<F3> Member of the Audit Committee
<F4> Member of the Oil and Gas Committee
</FN>
</TABLE>
ADDITIONAL INFORMATION ABOUT THE BOARD OF DIRECTORS AND
COMMITTEES
The Board of Directors held eight meetings during 1996.
The Board has four standing committees: the Executive
Committee, the Compensation and Benefits Committee, the
Audit Committee, and the Oil and Gas Committee. The Board
does not have a Nominating Committee. Each director attended
at least 75 percent of total 1996 Board and standing
committee meetings on which he served.
The Executive Committee, subject to certain exceptions
and applicable law, has and may exercise all the authority
of the Board in the management of the business and affairs
of the Company when the Board is not in session. The
Executive Committee, composed of Messrs. Black (Chairman),
Dearlove, Shober, and Teyssen, did not meet in 1996.
The Compensation and Benefits Committee, composed of
Messrs. Witsell (Chairman), Teyssen, and Wright, reviews
and makes recommendations to the Board of Directors
regarding compensation for officers of the Company and
periodically reviews the Company's and subsidiaries'
employee benefit programs and reports its recommendations to
the Board of Directors. The Compensation and Benefits
Committee met once in 1996.
The Audit Committee of the Board of Directors, composed
of Messrs. Cadigan (Chairman), Oppenborn, and Shober, met
four times in 1996. The Audit Committee recommends to the
Board of Directors for its approval independent public
accountants to audit the books, records and accounts of the
Company, and reviews and approves the overall scope and
adequacy of the independent and internal audit programs and
the proposed form of the Company's consolidated financial
statements. The Audit Committee also reviews the results,
findings and recommendations of audits performed by the
independent public accountants and the internal auditor, the
system of internal accounting controls, the significant
accounting policies of the Company as they apply to its
consolidated financial statements, the audit fees to be paid
to the independent public accountants and the nature of non-
audit services performed by the independent public
accountants.
The Oil and Gas Committee, composed of Messrs. Cadigan,
Oppenborn, and Wright, met once in 1996. The Oil and Gas
Committee reviews oil and gas operations and makes
recommendations to the Board concerning acquisitions and
other oil and gas matters.
COMPENSATION OF DIRECTORS
Each director who is not an employee of the Company
receives an annual retainer of $15,000 of which $8,000 is
paid in cash in four quarterly payments of $2,000 each. The
remaining $7,000 is paid in December in the form of Company
stock or cash, at the election of each director.
<PAGE> 3
Effective May 6, 1997, the retainer described above
will be eliminated and replaced with the following: each
director who is not an employee of the Company will receive
300 shares of Company stock and $5,000 cash on the Annual
Meeting date. Directors appointed between Annual Meeting
dates will receive a pro rata portion of shares and cash.
Each director who is not an employee of the Company
receives $650 for each Board of Directors' meeting he
attends. Committee chairmen receive an extra $100 for
meetings they chair. Directors also receive stock options
under the 1995 Directors' Stock Option Plan (the "1995
Plan") which was approved by the shareholders in May 1995.
Under the terms of the 1995 Plan, each eligible director
receives 5,000 options when he first becomes an eligible
director. Each eligible director also receives options to
acquire 100 shares on the first business day of each of the
years 1996 through 1999.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth the name and address of
each shareholder of the Company who is known by the Company
to beneficially own more than five percent of the Company's
outstanding common stock, the number of shares beneficially
owned by each, and the percentage of outstanding common
stock so owned, as of January 31, 1997. All such
information is based on information furnished to the Company
by the respective shareholders or contained in filings
submitted with the Seurities and Exchange Commission (the
"SEC") such as Schedules 13D and 13G.
<TABLE>
<CAPTION>
Shares
Beneficially Percent
Name and Address Owned of Class
- ------------------------ ------------ --------
<S> <C> <C>
E. B. LEISENRING, JR. 325,892<F1> 7.9%
One Tower Bridge
Suite 501
West Conshohocken,
Pennsylvania 19428
TWEEDY BROWNE 286,585<F2> 6.9%
52 Vanderbilt Avenue
New York, New York 10017
<FN>
<F1> These shares are held as follows: 32,749 shares of
which Mr. Leisenring is the record and beneficial owner;
13,700 of which Mr. Leisenring's wife is the record holder;
165,108 shares owned by four trusts of which Mr. Leisenring
is co-trustee with First Union National Bank and with
respect he shares voting and investment power; 14,335 shares
owned by three trusts of which Mr. Leisenring is a co-
trustee and with respect to which he shares voting and
investment power; and 100,000 shares owned of record and
beneficially by the Sinkler Corporation (a wholly-owned
subsidiary of Wentz Corporation) of which Mr. Leisenring is
a director and deemed to be a beneficial owner under
applicable rules of the SEC.
<F2> Based on Schedule 13F as of December 31, 1996 which
indicates that Tweedy Browne had sole investment discretion
over 278,895 shares, shared investment discretion over 5,000
shares, and shared other investment discretion over 2,690
shares. Out of the total 286,585, Tweedy Brown had sole
voting authority over 271,685 shares and no voting authority
over 14,900 shares.
</FN>
</TABLE>
The table appearing below sets forth the information as
of March 7, 1997 with respect to shares of the Company's
common stock beneficially owned by the current directors,
nominees for director, the Company's Chief Executive Officer
and named executive officers, and all directors and
executive officers as a group, and the percentage of the
Company's outstanding common stock so owned by each.
<PAGE> 4
<TABLE>
<CAPTION>
Security Ownership of Management
____________________________________________________________
Directors, Nominees Amount and
for Director, Nature
and Named of Beneficial
Title of Class Executive Officers Ownership<F1>
- -------------- ----------------------- -------------
<S> <C> <C>
Common Stock Lennox K. Black 121,326<F3>
" " John D. Cadigan 49,117<F4>
" " A. James Dearlove 111,872<F5>
" " Hans-Albert Oppenborn 5,100<F6>
" " John A. H. Shober 113,100<F7>
" " Johannes Teyssen 5,000<F8>
" " Frederick C. Witsell, Jr. 10,100<F9>
" " Minturn T. Wright, III 8,286<F9>
" " Robert Garrett 1,000
" " Joe T. Rye 0
" " David R. Barker 21,250<F10>
" " Keith D. Horton 39,494<F11>
" " Steven W. Tholen 55,162<F12>
____________________________________________________________
Common Stock All Directors, Nominees-
for Director and
Executive Officers as a
group (14 persons) 569,391<F13>
____________________________________________________________
<CAPTION>
Directors, Nominees for
Director, and Named Percent of
Title of Class Executive Officers Class<F2>
- -------------- -------------------------- ----------
<S> <C> <C>
Common Stock Lennox K. Black 2.7%
" " John D. Cadigan 1.1%
" " A. James Dearlove 2.5%
" " Hans-Albert Oppenborn
" " John A. H. Shober 2.5%
" " Johannes Teyssen
" " Frederick C. Witsell, Jr.
" " Minturn T. Wright, III
" " Robert Garrett
" " Joe T. Rye
" " David R. Barker
" " Keith D. Horton
" " Steven W. Tholen 1.2%
____________________________________________________________
Common Stock All Directors, Nominees
for Director and
Executive Officers as a
group (14 persons) 12.6%
____________________________________________________________
<FN>
<F1> Unless otherwise indicated, all shares are owned
directly by the named person and he or she has sole voting
and investment power with respect to such shares. Includes
all options that are exercisable by the named person before
May 30, 1997.
<F2> Calculated as (voting stock plus exercisable options
of named person) divided by (total voting stock plus total
exercisable options). Schedule shows percentage ownership
if greater than one percent.
<F3> Includes options to purchase 90,100 shares.
<F4> Includes options to purchase 5,100 shares; 100 shares
held in an IRA by Mr. Cadigan's wife; 1,000 shares owned by
Cadigan Corp. (of which Mr. Cadigan is an officer and
director); 11,500 shares owned by Campbell Investment
Company (of which Mr. Cadigan is an officer and director);
12,000 shares owned by Rio Petrol, Inc. (of which Mr.
Cadigan is an officer and director); 1,600 shares owned by
an estate (of which Mr. Cadigan is the executor and Campbell
Investment Company is one of the beneficiaries); and a total
of 15,867 shares held in a number of separate accounts with
respect to which Mr. Cadigan shares voting or investment
power.
<F5> Includes options to purchase 100,700 shares; 2,094
shares held in Mr. Dearlove's deferred accounts; and 3,778
shares held in Mr. Dearlove's ESOP account.
<F6> Includes options to purchase 5,000 shares. Also
includes 100 shares held by Mr. Oppenborn's wife.
<F7> Includes options to purchase 5,100 shares. Also
includes 100,000 shares owned by The Sinkler Corporation (a
wholly-owned subsidiary of Wentz Corporation) of which Mr.
Shober is a Director.
<F8> Includes options to purchase 5,000 shares.
<F9> Includes options to purchase 5,100 shares.
<F10> Includes options to purchase 20,000 shares.
<F11> Includes options to purchase 36,750 shares; 633 shares
held in Mr. Horton's deferred accounts; and 2,011 shares
held in Mr. Horton's ESOP account.
<F12> Includes options to purchase 45,000 shares and 162
shares held in Mr. Tholen's ESOP.
<F13> Includes options to purchase 343,950 shares; and 4,818
shares in the employees' deferred accounts and 10,329 shares
in the ESOP Plan held in accounts of executive officers.
</FN>
</TABLE>
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934
requires the Company's executive officers and directors and
persons who own more than ten percent of a registered class
of the Company's equity securities to file reports of
ownership and changes in ownership with the SEC. Executive
officers, directors and greater than ten percent shareholders
are required by SEC regulations to furnish the Company with
copies of all Section 16(a) forms they file.
<PAGE> 5
Based on its review of the copies of such forms received by
it, the Company believes that during 1996 all filing requirements
applicable to its executive officers, directors and greater than
ten percent beneficial owners were complied with.
EXECUTIVE COMPENSATION
The following summary compensation table sets forth
information for the Chief Executive Officer and the named
executive officers of the Company at December 31, 1996 for
the years 1996, 1995 and 1994:
<TABLE>
<CAPTION>
Summary Compensation Table
- ------------------------------------------------------------
Annual
Compensation
-------------------------------------
Other Annual
Name and Salary Bonus Compensation
Principal Position Year ($) ($) ($)
- -------------------- ---- ------- ------ ------------
<S> <C> <C> <C> <C>
Lennox K. Black 1996 31,250 -0- 73,882<F5>
Chairman<F1> 1995 75,000 -0- 32,832<F5>
1994 75,000 -0- 32,082<F5>
A. James Dearlove 1996 240,000 30,000 <F6>
President and Chief 1995 200,000 40,000 <F6>
Executive Officer 1994 166,250 40,000 <F6>
Steven W. Tholen 1996 150,000 15,000 <F6>
Vice President and 1995 75,836 -0- 27,351<F7>
Chief Financial
Officer<F2>
Keith D. Horton 1996 120,000 15,000 <F6>
Vice President<F3>
David R. Barker 1996 100,000 -0- 45,196<F8>
Vice President<F4>
<CAPTION>
Long-Term
Compensation
------------
Awards
Number of All Other
Name and Options Compensation
Principal Position Year ($)
- ------------------------- ---- ---------- ------------
<S> <C> <C> <C>
Lennox K. Black 1996 40,100 -0-
Chairman<F1> 1995 30,000 -0-
1994 20,000 -0-
A. James Dearlove 1996 55,000 15,850<F9>
President and Chief 1995 20,000 26,320<F9>
Executive Officer 1994 10,000 25,067<F9>
Steven W. Tholen 1996 35,000 10,342<F10>
Vice President and Chief 1995 10,000 400<F10>
Financial Officer<F2>
Keith D. Horton 1996 20,000 12,342<F11>
Vice President<F3)
David R. Barker 1996 20,000 321<F12>
Vice President<F4>
<FN>
<F1> Mr. Black was also Chief Executive Officer until May
7, 1996 at which time Mr. Dearlove was appointed Chief
Executive Officer.
<F2> Mr. Tholen joined the Company as Vice President and
Chief Financial Officer in June 1995.
<F3> Mr. Horton was named Vice President of the Company in
February 1996. Compensation for 1994 and 1995 is not
required to be reflected in this table.
<F4> Mr. Barker joined the Company as Vice President in
March 1996.
<F5> Includes director fees and retainer: $18,900 (1996),
$21,600 (1995), $20,850 (1994); car allowance: $11,232 (1996), $11,232
(1995), $11,232 (1994); consulting fee: $43,750 (1996).
<F6> Total Other Annual Compensation is less than the lesser of
$50,000 or 10 percent of the named executive officer's total
annual salary and bonus; no disclosure is required.
<F7> Includes $4,366 personal use of Company car and $22,985
moving allowance.
<F8> Includes $3,339 personal use of Company car, $10,833 moving
allowance, and $31,024 moving expenses.
<F9> Includes Company contributions to Mr. Dearlove's deferred
compensation accounts: $4,000 (1996), $1,800 (1995), $1,800
(1994); Company contribution to Mr. Dearlove's ESOP account:
$10,806 (1996), $23,476 (1995), $22,223 (1994); and life
insurance premiums: $1,044 (1996), $1,044 (1995), $1,044 (1994).
<F10> Includes Company contributions to Mr. Tholen's deferred
compensation accounts: $4,000 (1996); Company contributions to
Mr. Tholen's ESOP account: $5,484 (1996); and life insurance
premiums: $858 (1996), $400 (1995).
<PAGE> 6
<F11> Includes Company contributions to Mr. Horton's deferred
compensation accounts: $4,000 (1996); Company contributions to
his ESOP account: $7,851 (1996); and life insurance premiums:
$491 (1996).
<F12> Includes $321 life insurance premium.
</FN>
</TABLE>
The following table sets forth certain information
concerning options granted under the 1994 Stock Option Plan
and the 1995 Directors' Stock Option Plan during 1996 to
each executive officer named in the Summary Compensation
Table.
<TABLE>
<CAPTION>
Individual Option Grants in 1996
____________________________________________________________
Percent of
Number of Total
Securities Options
Underlying Granted to
Options Employees Exercise
Name Granted in 1996<F1> Price
- --------------------- ---------- ----------- --------
<S> <C> <C> <C>
Lennox K. Black 100 <F2> $33.000
40,000 20.9% $33.125
A. James Dearlove 15,000 7.8% $34.125
5,000 <F2> $34.125
35,000 18.3% $33.125
Steven W. Tholen 10,000 5.2% $34.125
25,000 13.1% $33.125
David R. Barker 10,000 5.2% $33.875
10,000 5.2% $33.125
Keith D. Horton 10,000 5.2% $34.125
10,000 5.2% $33.125
<CAPTION>
Potential Realizable
Value at Assumed
Annual Rates of Stock
Price Appreciation for
Option Term
----------------------
Expiration
Name Date 5% 10%
- ------------------ --------------- -------- ----------
<S> <C> <C> <C>
Lennox K. Black January 1, 2006 $2,075 $5,259
May 6, 2006 $833,285 $2,111,709
A. James Dearlove February 5, 2006 $321,915 $815,797
February 5, 2006 $107,305 $271,932
May 6, 2006 $729,125 $1,847,745
Steven W. Tholen February 5, 2006 $214,610 $543,865
May 6, 2006 $520,803 $1,319,818
David R. Barker March 24, 2006 $213,038 $539,880
May 6, 2006 $208,321 $527,927
Keith D. Horton February 5, 2006 $214,610 $543,865
May 6, 2006 $208,321 $527,927
________________
<FN>
<F1> Total options granted to employees in 1996:
Total
Options
Grant Date Expiration Date Option Price Granted
- ---------------- ---------------- ------------ --------
February 6, 1996 February 5, 2006 $34.125 61,500
March 25, 1996 March 24, 2006 $33.875 10,000
May 7, 1996 May 6, 2006 $33.125 120,000
-------
191,500
<F2> These options granted under the 1995 Directors' Stock
Option Plan were not included in the calculation of percent
of total options granted to employees because the options
were granted only to directors.
</FN>
</TABLE>
The following table presents information regarding the
number of unexercised options to purchase common shares and
the number of unexercised stock appreciation rights at
December 31, 1996:
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN FISCAL YEAR 1996
AND FISCAL YEAR-END OPTION VALUES
Number of Number of Securities
Shares Underlying Unexercised
Acquired Options at Year-End
on Value --------------------------
Name Exercise Realized Exercisable Enexercisable
- ------------- ------- ------ ----------- -------------
<S> <C> <C> <C> <C>
Lennox K. Black -0- -0- 50,000 40,100
A. James Dearlove -0- -0- 45,700 55,000
Steven W. Tholen -0- -0- 10,000 35,000
Keith D. Horton -0- -0- 16,750 20,000
David R. Barker -0- -0- -0- 20,000
<CAPTION>
Value of Unexercised
In-The-Money-Options
at Year-End<F1>
--------------------------
Name Exercisable Unexercisable
- ------------------ ----------- --------------
<S> <C> <C>
Lennox K. Black $745,000 $546,375
A. James Dearlove $462,700 $540,000
Steven W. Tholen $145,000 $466,875
Keith D. Horton $220,025 $262,500
David R. Barker -0- $265,000
<PAGE> 7
<FN>
<F1> Values are calculated by subtracting the exercise
price per share from the market value per share of the
Company's common stock at fiscal year end, multiplied by
the number of shares of common stock underlying the in-the-
money options, and assume a fair market value at fiscal year
end of $46.75 per share (the closing price of the Company's
common stock on December 31, 1996).
</FN>
</TABLE>
EMPLOYMENT AGREEMENTS AND CHANGE-IN-CONTROL ARRANGEMENTS
Mr. Barker is employed under a Severance Agreement with
the Company effective March 25, 1996. Under the terms of
the Severance Agreement, Mr. Barker will receive $130,000
and moving expenses if Penn Virginia Corporation terminates
Mr. Barker before March 25, 1997 other than for cause.
Under the Company's policy concerning severance
benefits, Company officers (including all named executive
officers) whose employment is terminated following a change
in control (as defined in the policy) of the Company will
receive severance pay according to a formula which takes
into account the officer's salary, length of service with
the Company, and age. The maximum amount payable to a
Company officer under the policy is 250 percent of then-
current annual salary. The amounts under the severance
policy that would be paid to the officers listed in the
table if they were terminated on the date of this proxy
statement following a change of control would be:
Mr. Dearlove 17.50 months or $379,167
Mr. Tholen 12.25 months or $163,333
Mr. Horton 17.50 months or $189,583
Mr. Barker 12.25 months or $138,833
COMPENSATION AND BENEFITS COMMITTEE REPORT ON EXECUTIVE
COMPENSATION
THE COMPENSATION AND BENEFITS COMMITTEE OF THE BOARD.
The Compensation and Benefits Committee (the "Committee") is
comprised entirely of non-employee members of Penn
Virginia's Board of Directors (the "Board"). It is the
Committee's responsibility to review and recommend to the
Board for approval changes to the Company's executive
compensation policies and programs. It is also the
Committee's responsibility to review and recommend to the
Board for approval all compensation payments to the Chief
Executive Officer and Penn Virginia's other executive
officers.
COMPENSATION POLICIES TOWARD EXECUTIVE OFFICERS. The
Committee's executive compensation policies are designed
to provide competitive levels of compensation that relate
compensation to (1) individual contributions toward
achievement of the Company's annual and long-term
performance goals, (2) reward above-average corporate
performance compared with industry peer groups, (3)
recognize individual initiative and achievements, and
(4) recognize individual contributions to the day-to-day
operations of the management team. The Committee attempts to
achieve these objectives through a combination of base
salary, stock options, and cash bonus awards.
a. BASE SALARY. Executive salaries are reviewed by the
Committee every year and are established for individual
executive officers based on subjective evaluations of each
individual officer's performance and the Company's
performance. The Committee assigns significant weight to the
evaluations by Mr. Dearlove, Chief Executive Officer and
President, of the other named executive officers. The
Committee believes salaries are established in a manner that
is both competitive and reasonable for companies of
comparable size within the Company's industry.
b. STOCK OPTIONS. Stock options are granted to
executive officers and other employees of the Company by the
Committee as a means of providing long-term incentive to the
Company's employees. The Committee believes stock options
encourage increased performance by the Company's employees,
including its officers, and align the interests of the
Company's employees with the interests of the Company's
stockholders.
<PAGE> 8
Decisions concerning the granting of stock
options are made on the same basis as decisions concerning
base salary as discussed in the previous paragraph.
c. CASH BONUS AWARDS. The Committee considers on an
annual basis whether to pay cash bonuses to some or all of
the Company's employees, including the Company's executive
officers. The Committee's objective is to ensure the Company
will remain competitive in its compensation practices and be
able to retain qualified executive officers.
CHIEF EXECUTIVE OFFICER COMPENSATION. The compensation
of the Company's Chief Executive Officer is determined in
the same manner as the compensation for other executive
officers as described above.
For the period April 1992 through May 7, 1996, Mr.
Black served as Chairman of the Board and interim Chief
Executive Officer. Mr. Black received an annual salary of
$75,000 and a monthly car allowance of $936 in addition to
the retainer and meeting fees he received as a director.
Mr. Black was granted 40,000 options in May 1996 at an
exercise price of $33.125 under the 1994 Stock Option Plan.
Mr. Black also received 100 options at an exercise price of
$33.00 in 1996 under the 1995 Directors' Stock Option Plan.
On May 7, 1996, Mr. Black retired as Chief Executive
Officer and remained as Chairman of the Board. Mr. Dearlove
was appointed by the Board on May 7, 1996 to the position of
Chief Executive Officer and President. At that time, the
Committee increased his base salary to $250,000 per year.
Prior to becoming Chief Executive Officer, the Board had
given Mr. Dearlove a $30,000 bonus in recognition of his
accomplishments in 1995 as President and Chief Operating
Officer. Mr. Dearlove was granted 15,000 options in
February 1996 at an exercise price of $34.125 and 35,000
options in May 1996 at an exercise price of $33.125, both
grants under the 1994 Stock Option Plan. Mr. Dearlove also
received 5,000 options at an exercise price of $34.125 in
1996 under the 1995 Directors' Stock Option Plan.
Factors the Committee considered when determining Mr.
Dearlove's 1996 compensation included:
- - the successful completion of the negotiation with
Westmoreland Coal Company to recover control of the
Company's West Virginia coal reserves in 1995;
- - the successful completion of the negotiation with
Westmoreland Coal Company to recover control of the
Company's Virginia coal reserves in May 1996;
- - implementation of a program in 1995 to increase the
Company's coal holdings;
- - the return to profitability in early 1996 of oil and
gas operations;
- - the successful acquisition of an important natural gas
property;
- - the progress made in restructuring the management team;
- - revamping the Company's benefit plans and
administrative procedures;
- - compensation paid to Chief Executive Officers of
comparably sized companies, especially those in the
energy production industry.
SUMMARY. The Committee believes the compensation and
long-term incentive plans provided to Penn Virginia's
executive officers are structured and operated to create
alignment with the long-term best interests of Penn Virginia
and its shareholders.
Frederick C. Witsell, Jr.
Minturn T. Wright, III
Johannes Teyssen
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation and Benefits Committee of the Board of
Directors is composed entirely of outside Directors.
<PAGE> 9
Minturn T. Wright, III, a director and nominee for
reelection as a director, is a retired partner in the law
firm of Dechert Price & Rhoads. Dechert Price & Rhoads
received fees for legal services rendered during 1996 to the
Company and its subsidiaries.
For the period June 1996 through December 1996, Mr.
Black, Chairman of the Board and nominee for reelection as a
director, received $50,302 ($43,750 consulting fees and
$6,552 car allowance) for providing consultant services to
the Company. According to Mr. Black's consulting agreement
with the Company, he will receive $7,232 each month ($6,250
consulting fee and $936 car allowance) for the period June
1996 through January 1997. Subject to remaining Chairman of
the Board, Mr. Black will receive $5,103 per month ($4,167
consulting fee and $936 car allowance) for the period
February 1997 through the 1999 Annual Meeting.
Mr. Garrett, nominee for director, received $60,000 for
consulting services provided to the Company in 1996.
PERFORMANCE GRAPHS
The following graph compares Penn Virginia's five-year
cumulative total shareholder return (assuming reinvestment
of dividends) with the cumulative total return of the
Standard & Poor's Industrials Index, the Standard & Poor's
Exploration & Production Index, and the Dow Jones Coal
Index. The graph assumes $100 is invested on January 1,
1992 in Penn Virginia Corporation and each index at December
31, 1991 closing prices. The year-end values of each
investment include share price appreciation plus cash
dividends reinvested on the date paid.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
PENN VIRGINIA, DOW JONES COAL INDEX,
S&P EXPLORATION & PRODUCTION INDEX,
AND S&P INDUSTRIALS INDEX
DECEMBER 31, 1991 THROUGH DECEMBER 31, 1996
<PAGE> 10
[PERFORMANCE GRAPH OMITTED.]
[Following is a description of the performance graph in a
tabular format.]
<TABLE>
<CAPTION>
1991 1992 1993 1994 1995 1996
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Penn Virginia Corporation 100 102 120 105 114 174
Dow Jones Coal Index 100 90 133 130 138 150
S&P Exploration & Production
Index 100 94 91 73 85 113
S&P Industrials Index 100 102 118 123 160 202
</TABLE>
Although the Standard & Poor's Energy 500 Index was
included in previous proxies, the Company believes the
Standard & Poor's Exploration & Production Index is a more
representative index. There are six companies in the
Standard & Poor's Exploration & Production Index: Burlington
Resources Inc., Kerr-McGee Corp., Louisiana Land and
Exploration Co., Oryx Energy Co., Santa Fe Energy Resources
and Union Pacific Resources Group Inc. The Standard &
Poor's Energy 500 Index includes the six exploration and
production companies listed above but also includes the
following companies: five oil field service companies (Baker
Hughes, Inc., Dresser Industries, Halliburton Co., Rowan
Companies and Schlumberger Ltd.); two refining and marketing
companies (Ashland Inc. and Sun Company); seven domestic
integrated oil companies (Amerada Hess Corp., Atlantic
Richfield Co., Occidental Petroleum Corp., Pennzoil Co.,
Phillips Petroleum Co., USX-Marathon Group and Unocal
Corporation); and six international integrated oil companies
(AMOCO Corp., Chevron Corp., Exxon Corp., Mobil Corp., Royal
Dutch Petroleum and Texaco). Penn Virginia explores for,
develops, and produces oil and gas in the Appalachian Basin
and believes its operating characteristics are more
consistent with the companies in the Standard & Poor's
Exploration and Production Index than with the companies in
the Standard & Poor's Energy 500 Index.
The Company also included an additional index, the Dow
Jones Coal Index, to allow comparison of the Company with
coal companies. The five companies included in the Dow
Jones Coal Index are Addington Resources, Cyprus Amax
Minerals Company, Pittston Minerals Group, Ziegler Coal
Holding Company and Penn Virginia Corporation.
The Company intends to continue using the Standard &
Poor's Industrials Index, the Standard & Poor's Exploration
& Production Index and the Dow Jones Coal Index for future
performance graphs.
The following graph compares the Company's five-year
cumulative total shareholder return with the cumulative
total return of the indexes that had been used for the
performance graph last year.
<PAGE> 11
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
PENN VIRGINIA, S&P ENERGY 500 INDEX, AND S&P
INDUSTRIALS INDEX
DECEMBER 31, 1991 THROUGH DECEMBER 31, 1996
[PERFORMANCE GRAPH OMITTED.]
[Following is a description of the performance graph in a
tabular format.]
<TABLE>
<CAPTION>
1991 1992 1993 1994 1995 1996
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Penn Virginia Corporation 100 102 120 105 114 174
S&P Energy 500 Index 100 107 116 120 161 201
S&P Industrials Index 100 102 118 123 160 202
</TABLE>
EMPLOYEES' RETIREMENT PLAN
As of June 30, 1996, the Company froze benefits under
the defined benefit pension plan it maintains for its
eligible employees. All participating employees were
granted a nonforfeitable right to 100 percent of his or her
accrued benefit upon freezing of the plan. Employees made
no contributions to this plan. In general, the pension
plan provides for payment of annual retirement benefits to
eligible employees who retire at a normal retirement age of
65. A career average benefit formula determines the pension
payment, which is based on the years of service and the
annual earnings of the employee. The pension plan is
designed to provide a retirement income which, when combined
with benefits from the Company's defined contribution plans
and Social Security, should maintain the long-term
employee's standard of living at the time of retirement. The
pension plan also provides for deferred retirement benefits
for disabled employees, reduced benefits for early
retirement, and additional accrual for years of service
beyond age 65 prior to June 30, 1996.
The following table shows the estimated annual pension
benefits payable to employees of the Company, including the
named executive officers, upon retirement at age 65, in
various remuneration and years-of-service classifications,
assuming the election of a pension benefit payable as a life
annuity with five years
<PAGE> 12
certain. The table is representative
of an employee who is currently age 65. Benefit amounts set
forth in the table are not presently subject to any
deduction for Social Security benefits or other offset
amounts.
<TABLE>
<CAPTION>
ESTIMATED ANNUAL RETIREMENT BENEFITS
Years of Service
------------------------------------------
Annual
Compensation 15 20 25
- ------------ ---------- ---------- -----------
<S> <C> <C> <C>
$125,000 $24,375 $32,500 $40,625
$150,000 $29,250 $ 39,000 $48,750
$175,000 $31,200<F*> $41,600<F*> $52,000<F*>
$200,000 $31,200<F*> $41,600<F*> $52,000<F*>
$225,000 $31,200<F*> $41,600<F*> $52,000<F*>
$250,000 $31,200<F*> $41,600<F*> $52,000<F*>
$275,000 $31,200<F*> $41,600<F*> $52,000<F*>
Annual
Compensation 30 35 40
- ------------ ---------- ---------- ----------
<S> <C> <C> <C>
$125,000 $48,750 $56,875 $65,000
$150,000 $58,500 $68,250 $78,000
$175,000 $62,400<F*> $72,800<F*> $83,200<F*>
$200,000 $62,400<F*> $72,800<F*> $83,200<F*>
$225,000 $62,400<F*> $72,800<F*> $83,200<F*>
$250,000 $62,400<F*> $72,800<F*> $83,200<F*>
$275,000 $62,400<F*> $72,800<F*> $83,200<F*>
______________
<FN>
<F*> Beginning in 1989, the Internal Revenue Code (IRC)
restricted the amount of annual compensation which may be
considered in the computation of benefits payable from a
qualified pension plan. The 1996 compensation limit is
$150,000; the 1997 limit is $160,000. For the table
projections, the 1997 limit of $160,000 is assumed to remain
unchanged in future years.
</FN>
</TABLE>
Separate IRC Section 415 restrictions limit the annual
benefit payable to $120,000 for 1996 increasing to $125,000
in 1997.
Years of service credited under the pension plan for
the following individuals are: Mr. Dearlove - 19 years,
Mr. Tholen - 1 year, Mr. Horton - 16 years, and Mr. Barker
- - less than a year.
VOTING ITEM 2. AMENDMENT TO ARTICLES OF INCORPORATION TO
INCREASE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
On January 29, 1997, the Board of Directors adopted,
subject to shareholder approval, an amendment (the
"Amendment") to the Company's Articles of Incorporation, as
heretofore restated and amended, to increase the authorized
shares of common stock from 8,000,000 to 16,000,000. The
additional shares of common stock to be authorized by
adoption of the Amendment would have rights identical to the
currently outstanding common stock of the Company. The
Articles of Incorporation of the Company provide that
shareholders of the Company do not have pre-emptive or other
rights to subscribe for or purchase any proportionate share
of the authorized but unissued common stock of the Company.
Presently, there are 4,131,294 outstanding shares of
common stock. If the proposed amendment is approved by the
shareholders, the Company will have 11,868,706 shares of
authorized and unissued common stock. These shares will be
available for issuance from time to time for such corporate
purposes as the Board of Directors may determine. The
additional shares would also be available for stock splits
and stock dividends. The Company has no present agreements
or understandings with third parties with respect to the
issuance of these shares, nor is the Company presently
negotiating for any such agreements or understandings;
however, the Board of Directors believes it would be in the
best interest of the Company and its shareholders
<PAGE> 13
to be able to respond quickly to strategic opportunities
without the further necessity of obtaining shareholder approval
at such time.
In order for the amendment to become effective, the
proposal must be approved by the holders of more than two-
thirds of the outstanding shares of common stock entitled to
vote at the Annual Meeting. If the Amendment is adopted, it
will become effective upon the filing of a Certificate of
Amendment with the Secretary of State of the State of
Virginia.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSAL
TO ADOPT THE FOLLOWING AMENDMENT TO THE COMPANY'S ARTICLES
OF INCORPORATION:
RESOLVED, That the first paragraph of Article 6 of the
Articles of Incorporation of the Company, as heretofore
restated and amended, be, and it hereby is, amended in its
entirety to read as follows:
"6. The aggregate number of shares which the
corporation has authority to issue is 16,100,000 shares,
divided into two classes consisting of 100,000 shares of
Preferred Stock of the par value of $100 per share
(hereinafter called "Preferred Stock") and 16,000,000 shares
of Common Stock of the par value of $6.25 per share
(hereinafter called "Common Stock")."
VOTING ITEM 3. SHAREHOLDER PROPOSAL
Mr. Arthur H. Keen, 317 College Avenue, Lancaster,
Pennsylvania 17603, who owns 300 shares of common stock, has
advised the Company of his intention to introduce the
following resolution at the Annual Meeting. To be adopted,
this resolution, which is opposed by the Board of Directors,
would require the affirmative vote of the holders of at
least a majority of the shares of common stock present in
person or represented by proxy at the meeting and entitled
to vote.
"RESOLVED, that the shareholders of Penn Virginia
Corporation (the "Company") present or voting by proxy at
the 1997 Annual Meeting hereby recommend to the Board of
Directors that such Board immediately initiate and complete
the steps necessary to achieve a sale, merger or other
restructuring of the Company on terms that will maximize
shareholder value."
SUPPORTING STATEMENT OF THE PROPONENT
"I believe the value that may be achieved for the
shareholders of Penn Virginia by a sale, merger or
restructuring of the Company is significantly greater than
the current market price of the common stock.
I believe the Company's stock price performance
demonstrates management's apathy toward the shareholders'
need for a competitive return on their investment. Since
1990 the performance of Penn Virginia common stock in
comparison to the S&P Energy Composite Index and the S&P
Industrials Index has been unacceptable. In fact, $100
invested in Penn Virginia in 1990 was worth $93.10 as of 12-
31-95.
The results for the oil and gas operations for the last
11 years have been totally unacceptable. The sum of the
annual profits and losses was a net loss of $2.6 million.
The average identifiable assets employed in the oil and gas
business was $51 million. The average pre-tax return on
capital was .15%. Although the return is dismal, management
has increased the Company's investment in the oil and gas
business from $26.5 million in 1985 to $87.8 million in
1995.
Additionally, is it prudent for the Company to have 100
million dollars of its assets in one stock (Norfolk Southern
Corp.) with no insurance to guard against price
depreciation?
<PAGE> 14
If present management cannot maximize the return on the
stockholders' investment, the best interest of the Penn
Virginia shareholders will be served by the sale, merger or
restructuring of our Company; and I recommend you vote
"FOR" this proposal."
STATEMENT OF THE COMPANY IN OPPOSITION TO THE STOCKHOLDER
PROPOSAL
The Board of Directors recommends you to vote against
the shareholder proposal. The Board of Directors believes
the Company's current strategy for enhancing shareholder
value is in the best interests of both the Company and its
shareholders. The strategy implemented by the Company in
October 1995 has two components: (1) in coal, to free its
Appalachian coal reserves from Westmoreland Coal Company, to
lease the reserves to others and to seek new coal
acquisition opportunities, and (2) in oil and gas, to
achieve profitable growth through a balanced capital
investment program focused primarily in Appalachia. As
demonstrated by the Company's performance, the strategy is
working and the Board believes the continued execution of
the Company's strategic plan will provide greater
shareholder returns than a sale, merger or liquidation.
During the last two years, the Company completed
several actions which contributed to its success in 1996 and
set the stage for continued growth and improved financial
performance. The activities include:
1. The 1995 recovery of approximately 70 million tons of
West Virginia coal reserves previously leased to
Westmoreland Coal Company. In 1996, these reserves were
leased to other operators who are expected to substantially
increase the production from the property.
2. The May 1996 recovery of approximately 115 million
tons of Virginia coal reserves previously leased to
Westmoreland Coal Company who had suspended production in
July 1995. The recovered Virginia reserves were leased to
several quality coal operators, most of whom are expected to
begin production in 1997. The property is expected to
return to historical levels of production by the end of
1998.
3. The completion of three coal acquisitions which added an
estimated 35 million tons of high quality Appalachian coal
reserves and 22 million board feet of standing saw timber.
Production from these properties has begun and is expected
to grow throughout 1997 and 1998.
4. In 1996, successful completion of 37 development wells in
our core Appalachian operating areas and initiation of a more
aggressive exploration program.
5. Operating costs in the Company's oil and gas business
decreased from $2.05 per Mcfe in 1995 to $1.90 per Mcfe in
1996 in spite of increased production taxes and increased
gathering charges.
6. In 1996 and 1997, the Company sold virtually all of its
stock holdings in Westmoreland Coal Company and Westmoreland
Resources, Inc., clarifying the Company's position as a
free-standing energy company which is no longer tied to
Westmoreland's fortunes.
7. In addition, 868,258 shares of Penn Virginia's common
stock held by VEBA, AG were sold in January 1997, including
607,000 shares purchased by nine financial institutions,
210,308 shares purchased by the Company and 50,950 shares
purchased by the Company's Directors and senior management.
Furthermore, the Company's senior management has been
strengthened and deepened by recent personnel changes.
The Board of Directors believes the steps listed
above have significantly enhanced shareholder value which
are now beginning to be reflected in the Company's stock
price. Operating earnings for 1996 were at a ten-year high.
During 1996, Penn Virginia's share price increased 45
percent. An investment of $100 in Penn Virginia in 1991 was
worth $174 at December 31, 1996, as shown on page 11 of the
proxy statement.
<PAGE> 15
For the foregoing reasons, the Board of Directors
believes implementation of the shareholder's proposal is not
in the best interests of the shareholders.
THE BOARD OF DIRECTORS URGES YOU TO VOTE "AGAINST" THE
SHAREHOLDER RESOLUTION (VOTING ITEM 3).
MISCELLANEOUS
INDEPENDENT ACCOUNTANTS
Penn Virginia engaged Arthur Andersen LLP as
independent accountants for the Company following dismissal
of KPMG Peat Marwick LLP ("KPMG") in August 1996. The
Audit Committee of the Board of Directors approved the
change in independent public accountants.
KPMG's report on the financial statements of the
Company for the year ended December 31, 1995, contained no
adverse opinion or disclaimer of opinion and was not
qualified or modified as to uncertainty, audit scope or
accounting principles, or as to any other matter. During
the year ended December 31, 1995, and the subsequent interim
period preceding the dismissal, there were no disagreements
with KPMG on any matter of accounting principles or
practices, financial statement disclosure, or accounting
scope or procedure, disagreements if not resolved to the
satisfaction of KPMG would have caused it to make reference
thereto in its reports on the financial statements of the
Company for such years. Additionally, no "reportable events"
(as such term is defined under the applicable rules and
regulations of the SEC) occurred during the year ended
December 31, 1995, or the subsequent interim periods
preceding KPMG's dismissal.
A representative of Arthur Andersen LLP will be present
at the Annual Meeting and will have the opportunity to make
a statement, if he or she desires to do so, and to respond
to appropriate questions from the shareholders concerning
the Company's financial statements.
OTHER MATTERS
The Board of Directors knows of no matters which are to
be presented for consideration at the Annual Meeting other
than those specifically described in the Notice of Annual
Meeting. If any other matters properly come before the
meeting, however, it is the intention of the persons
designated as proxies to vote on them in accordance with
their best judgment.
SHAREHOLDER PROPOSALS
Any proposal submitted by shareholders for inclusion in
the Company's proxy statement and proxy for the 1997 Annual
Meeting of Shareholders of the Company must be received by
the Company at its corporate offices in Radnor, Pennsylvania
on or before November 26, 1997, and must comply in all other
respects with applicable rules and regulations of the SEC
relating to such inclusion.
ANNUAL REPORT ON FORM 10-K
Copies of the Company's Annual Report on Form 10-K
(without exhibits) as filed with the SEC will be furnished
without charge upon written request of any shareholder of
record. Requests for this report should be directed to
Beverly Cole McGuire, Corporate Secretary, Penn Virginia
Corporation, One Radnor Corporate Center, Suite 200, 100
Matsonford Road, Radnor, Pennsylvania 19087.
By order of the Board of Directors.
BEVERLY COLE MCGUIRE
Corporate Secretary
March 31, 1997
<PAGE> 17
VOTING CARD
PROXY
PENN VIRGINIA CORPORATION
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR ANNUAL MEETING ON MAY 6, 1997
The undersigned hereby appoints A. James Dearlove, Steven W.
Tholen, and Beverly Cole McGuire and each of them, proxy or
proxies of the undersigned, with the power of substitution, to
vote all shares of stock of the Company held by the undersigned
which are entitled to be voted at the Annual Meeting of
Shareholders to be held in the Company's corporate office, One
Radnor Corporate Center, Suite 200, 100 Matsonford Road, Radnor,
Pennsylvania on Tuesday, May 6, 1997, at 10:00 A.M. and any
adjournments thereof, on all matters coming before said meeting
as shown on the reverse side of this card. The undersigned
acknowledges receipt of the 1997 Annual Report and the Notice
of Meeting and Proxy Statement dated March 31, 1997.
(CONTINUED AND TO BE SIGNED ON THE OTHER SIDE)
<PAGE>
A [X] Please mark your votes as in this example using dark ink
only.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1 AND 2.
Item No. 1 - Election of Directors
[] For all nominees listed
[] Withhold authority to vote for all nominees
listed
(Instructions: to withhold Nominees:
authority to vote for any Lennox K. Black
individual nominee, strike John D. Cadigan
a line through the nominee's A. James Dearlove
name in the list at right.) Robert Garrett
Joe T. Rye
John A. H. Shober
Frederick C. Witsell, Jr.
Minturn T. Wright, III
Item No. 2 - A proposal to amend the Articles of Incorporation of
the Company to increase the number of authorized
shares of the common stock of the Company to
16,000,000 shares.
[] For [] Against [] Abstain
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST PROPOSAL 3.
Item No. 3 - A shareholder proposal as described in the
accompanying proxy statement.
[] For [] Against [] Abstain
Item No. 4 - In their discretion, or any other business which may
properly come before the meeting.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS SPECIFIED.
IF NO CHOICE IS SPECIFIED, SUCH SHARES WILL BE VOTED "FOR"
PROPOSALS 1 AND 2 AND "AGAINST" PROPOSAL 3.
I plan to attend the meeting [] Yes [] No
Dated _________________, 1997 Signature ___________________
Signature ___________________
Note: Please mark, date and sign as your name appears above and
return in the enclosed envelope. When signing as attorney,
administrator, executor, guardian or trustee, please give full
title as such.
