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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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PENN VIRGINIA CORPORATION
(Exact name of registrant as specified in its charter)
-----------------------------
Virginia 23-1184320
(State of incorporation (I.R.S. Employer
or organization) Identification
Number)
One Radnor Corporate Center 19087
100 Matsonford Road, Suite 200 (Zip Code)
Radnor, Pennsylvania
(Address of principal executive offices)
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Securities to be registered pursuant to Section 12(b) of
the Act:
Common Stock, par value $6.25 per share New York Stock
Exchange
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(Title of Class) (Name of Exchange)
Securities to be registered pursuant to Section 12(g) of the
Act:
NONE
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<PAGE>
Item 1. Description of Securities to be Registered
The following description of the Company's capital
stock is a summary and is qualified in its entirety by
reference to the Company's Articles of Incorporation (the
"Company Articles") and Bylaws (the "Company Bylaws"), both
of which are attached as exhibits hereto. The description
is also subject in all respects to the Virginia Stock
Corporation Act, as amended (the "VSCA").
GENERAL
The Company's authorized capital stock consists of
16,000,000 shares of common stock, par value $6.25 per share
(the "Common Stock") and 100,000 shares of preferred stock,
par value $100 per share (the "Preferred Stock"), with such
voting rights, dividend preferences, redemption and
liquidation rights, sinking fund provisions and conversion
privileges as may be specified, subject to the Company
Articles, by the Company's Board of Directors. The shares
of Preferred Stock are issuable in one or more series. There
are currently no outstanding shares of Preferred Stock. The
Common Stock is currently authorized for quotation on the
Nasdaq National Market System ("NASDAQ/NMS"). The Company
has filed a listing application with the New York Stock
Exchange, Inc. (the "Exchange") for the listing of the Common Stock on the
Exchange. If the Common Stock is approved by listing on the Exchange, the
Company intends to cease quotation and delist the Common Stock from
NASDAQ/NMS.
COMMON STOCK
Dividends. Holders of the Common Stock are
entitled to receive such dividends as may be declared by
the Board of Directors, in its discretion. The Company's
ability to pay dividends on the Common Stock is subject to
the legal availability of funds therefor as well as
restrictions contained in the Company Articles and Company
Bylaws (including prior full payment of dividends as to any
Preferred Stock) and the Company's debt agreements. Under
the terms of that certain Credit Agreement dated as of August
6, 1996, as amended, among the Company and the banks named
therein (the "Credit Agreement"), under certain
circumstances, the Company may not pay dividends (i) in
excess of 55% of the Company's consolidated earnings before
interest, taxes, depreciation and amortization, or (ii) in
the event of a default under the Credit Agreement. The
Company is currently in compliance with the terms of the
Credit Agreement. The foregoing description
of the Credit Agreement is a summary and is qualified in its
entirety by reference to the text of the Credit Agreement
which has been filed as Exhibit A(4) to the Company's
Quarterly Report on Form 10-Q for the quarter ended September
30, 1996 and is incorporated herein by reference.
Voting Rights. The holders of the Common Stock have
the right to elect directors of the Company and vote on all
other matters. At every meeting of shareholders of the
Company, the holders of record of shares of the Common Stock
entitled to vote at the meeting are entitled to one vote for
each share of Common Stock held. Shareholders of the Company
are not entitled to cumulative voting in the election of
directors. Holders of the Common Stock have certain
additional special voting rights under the Company Articles
and the VSCA in the event of certain extraordinary
transactions. See "- Provisions of the Company Articles and
Virginia Law."
<PAGE>
No Preemptive Rights. Shareholders of the Company
are not entitled to any preemptive rights to purchase or to
subscribe to any additional or increased stock of any class
or any obligations convertible into any class or classes of
stock.
Liquidation Rights. In the event of voluntary or
involuntary liquidation of the Company, holders of the Common
Stock shall be entitled to receive pro rata all of the
remaining assets of the Company available for distribution to
its shareholders after all amounts to which the holders of
any Preferred Stock are entitled have been paid or set aside
in cash for payment.
American Stock Transfer and Trust Company acts as
transfer agent, registrar and dividend disbursing agent for
the Common Stock.
PROVISIONS OF THE COMPANY ARTICLES AND VIRGINIA LAW
Additional Shares. The Company's Board of Directors
is authorized by the Company Articles, without further
shareholder action, to divide the authorized shares of
Preferred Stock of the Company in one or more series and to
fix and determine the voting rights, dividend preferences,
redemption and liquidation rights, sinking fund provisions
and conversion privileges, if any, of such class or series.
Although the Company has no present plans to issue any shares
of Preferred Stock, the issuance of shares of Preferred Stock,
or the issuance of rights to purchase Preferred Stock, may
have the effect of delaying, deferring or preventing a change
in control of the Company or an unsolicited acquisition proposal.
Certain other provisions of the Company Articles and
the Company Bylaws could also have the effect of delaying,
deferring or preventing any change of control of the Company
or an unsolicited acquisition proposal, including (a) the
absence of authority for shareholder action by written consent
by less than all of the Company's shareholders; (b) directors
and officers indemnification; (c) reserving to the Board of
Directors of the Company the authority to fill vacancies on the
Board of Directors; and (d) the supermajority approval by
shareholders of certain transactions. Under the Company
Articles, subject to several important exceptions discussed
below, the following transactions require the affirmative vote
of the holders of at least 90% of the voting power of the then
outstanding capital stock of the Company entitled to vote for
directors (the "Voting Stock"): (i) any merger or
consolidation of the Company or any subsidiary with a person
(or any affiliate thereof) who or which is the beneficial
owner of more than 10% of the voting power of the Voting Stock
or is an affiliate of the Company and was a beneficial owner
of such voting power within two years prior to the date in
question or is the assignee (through a non-public transfer) of
shares which were owned by such beneficial owner within two
years prior to the date in question (a "Related Person"), (ii)
any sale, lease or other transfer to any Related Person (or
affiliate thereof) of any assets of the Company or any
subsidiary having an aggregate Fair Market Value (as defined
in the Company Articles) of $1,000,000 or more, (iii) the
issuance or transfer of any securities of the Company or any
subsidiary to any Related Person (or affiliate thereof) in
exchange for cash, securities or other property having an
aggregate Fair Market Value of $1,000,000 or more, (iv) the
repurchase of Voting Stock by the Company or any subsidiary
in exchange for cash, securities or other property having an
aggregate Fair Market Value of $1,000,000 or more, (v) the
adoption of any plan for the liquidation or dissolution of
the Company proposed by a Related Person (or affiliate
thereof), or (vi) any reclassification of securities or
recapitalization or any other transaction which has the effect
of increasing the
<PAGE>
proportionate share of the outstanding shares of any class
of equity or convertible securities of the Company or a
subsidiary which is owned by a Related Person (or affiliate
thereof).
The transactions listed in (i) through (vi) above do
not, however, require the affirmative vote of holders of 90%
of the voting power as described above if either (i) the
transaction is approved by a majority of the Continuing
Directors or (ii) certain detailed "fair price and procedure"
criteria are satisfied. For this purpose, the term
"Continuing Director" means (i) any person who was a director
of the Company as of May 1, 1984, or (ii) any director who is
not affiliated with the Related Person and was a director
before such Related Person became a Related Person, or (iii)
a successor director who is not affiliated with the Related
Person and is recommended to succeed a Continuing Director
by a majority of the Continuing Directors then in office.
Under the fair price and procedure criteria, (i) the Fair
Market Value of consideration received by the holders of
Common Stock in any such transaction must be at least equal
to the highest of (a) the highest per share price paid by
the Related Person for any shares acquired by it in the
transaction in which it became a Related Person or within
two years of the date of the first public announcement of
the proposal of such transaction (the "Announcement Date");
(b) the Fair Market Value per share of Common Stock on
the Announcement Date or on the date on which the Related
Person became a Related Person, whichever is higher; (c)
the earnings per share of Common Stock for the four full
consecutive fiscal quarters immediately preceding the
Announcement Date as to which financial results have been
published by the Company, multiplied by the then highest
price/earnings multiple (if any) of such Related Person,
or its affiliates, as customarily computed and reported in
the financial community; (d) the Fair Market Value per share
of Common Stock multiplied by a fraction, the numerator of
which is the highest per share price paid by the Related
Person for any shares of Common Stock acquired by such
Related Person within the two-year period immediately prior
to the Announcement Date and the denominator of which is the
Fair Market Value per share of Common Stock on the first day
in such two-year period upon which the Related Person
acquired any shares of Common Stock; and (e) the highest
Fair Market Value per share of Common Stock in the one-year
period immediately prior to the Announcement Date; (ii) the
consideration received by the holders of Common Stock in any
such transaction shall be either cash or the same type of
consideration used by the Related Person in acquiring the
largest portion of its holdings of Common Stock prior to
the Announcement Date; (iii) after such Related Person has
become a Related Person, and prior to the consummation of
such transaction, there shall have been no reduction in the
annual rate of dividends paid on the Common Stock except as
approved by a majority of the Continuing Directors, subject
to certain exceptions, and such Related Person shall not
have become the beneficial owner of any additional shares of
Voting Stock except as part of the transaction which results
in such Related Person becoming a Related Person; (iv) after
such Related Person has become a Related Person, such Related
person shall not have received the benefits of any loans,
advances, guarantees, pledges or other financial assistance
or any tax credits or other tax advantages provided by the
Company disproportionate to its shareholders; and (v) a proxy
or information statement describing such transaction and
complying with the Exchange Act shall be mailed to the
Company's shareholders at least 30 days prior to the
consummation of such transaction.
The Continuing Directors have the power and duty to
determine for the purposes of the provisions described in the
two preceding paragraphs (i) whether a person is a Related
Person, (ii) the number of shares of Voting Stock
beneficially owned by any person, (iii) whether a person is
an affiliate of another, (iv) whether the assets which are
the subject of any such transaction have,
<PAGE>
or the consideration to be received or paid for the issuance,
transfer or purchase of any securities in any such
transaction has, an aggregate Fair Market Value of $1,000,000
or more, and (v) any other matter relating to the
applicability or effect of such provisions.
Virginia Stock Corporation Act. The VSCA contains
provisions governing "Affiliated Transactions." These
provisions, with certain exceptions, require approval of
material acquisition transactions between a Virginia
corporation and any beneficial owner of more than 10% of
any class of its outstanding voting shares (an "Interested
Shareholder") by the holders of at least two-thirds of the
remaining voting shares. Affiliated Transactions subject to
this approval requirement include mergers, share exchanges,
certain material dispositions of corporate assets not in the
ordinary course of business, certain sales or issuances to
the Interested Shareholder of voting securities of the
corporation or its subsidiaries, any dissolution of the
corporation proposed by or on behalf of an Interested
Shareholder or any reclassification, including reverse stock
splits, recapitalization or merger of the corporation with
its subsidiaries, which increases the percentage of voting
shares owned beneficially by an Interested Shareholder by
more than 5%.
For three years following the time that an
Interested Shareholder becomes the beneficial owner of 10%
of the outstanding voting shares, subject to certain
exceptions, a Virginia corporation cannot engage in an
Affiliated Transaction with such Interested Shareholder
without approval of two-thirds of the voting shares other
than those shares beneficially owned by the Interested
Shareholder, and majority approval of the "Disinterested
Directors." A Disinterested Director means, with respect to
a particular Interested Shareholder, a member of the board
of directors who was (i) a member before the later of January
1, 1988 and the date on which an Interested Shareholder became
an Interested Shareholder or (ii) recommended for election by,
or was elected to fill a vacancy and received the affirmative
vote of, a majority of the Disinterested Directors then on
the board. At the expiration of the three-year period,
subject to certain exceptions, the statute requires approval
of Affiliated Transactions by two-thirds of the voting shares
other than those beneficially owned by the Interested
Shareholder.
The principal exceptions to the special voting
requirement apply to transactions proposed after the
three-year period has expired and require either that the
transaction be approved by a majority of the corporation's
Disinterested Directors or that the transaction satisfy the
fair-price requirements of the statute. In general, the
fair-price requirements provide that in a two-step
acquisition transaction, the Interested Shareholder must pay
the shareholders in the second step either the same amount
of cash or the same amount and type of consideration paid to
acquire the Virginia corporation's shares in the first step.
None of the foregoing limitations and special voting
requirements applies to a transaction with an Interested
Shareholder (i) whose acquisition of shares making such person
an Interested Shareholder was approved in advance by a
majority of the Virginia corporation's Disinterested Directors
or (ii) who was an Interested Shareholder on the date the
corporation became subject to these provisions by virtue of
its having 300 shareholders of record.
In addition, the statute provides that, by affirmative vote of a
majority of the voting shares other than shares owned by any Interested
Shareholder, a corporation can adopt an amendment to its articles of
incorporation or bylaws providing that the Affiliated Transactions
provisions shall not apply to the corporation. The Company has not
adopted any such amendment.
<PAGE>
The VSCA also contains provisions relating to "control
share acquisitions," which are transactions causing the voting
strength of any person acquiring beneficial ownership of shares
of a public corporation in Virginia to meet or exceed certain
threshold percentages (20%, 33-1/3% or 50%) of the total votes
entitled to be cast for the election of directors. The statute
provides certain exceptions to the definition of "control share
acquisition," including, among others, the acquisition of
shares (i) pursuant to a merger or share exchange, or a tender
or exchange offer, that is made pursuant to an agreement to
which the issuing public corporation is a party, (ii) directly
from the issuing public corporation, from its wholly-owned
subsidiary or from a corporation having beneficial ownership of
shares of the issuing public corporation having at least a
majority, before such transaction, of the votes entitled to
be cast for the election of directors and (iii) by or from any
person whose voting rights had previously been authorized by
the shareholders of the Company under this statute or whose
previous acquisition of beneficial ownership would have
constituted a control share acquisition but for one of the
other exceptions, subject to the threshold percentage as
specified in the shareholders' authorization. Shares acquired
in a control share acquisition have no voting rights unless
(i) the voting rights are granted by the vote of a majority
of all outstanding shares other than those held by the
acquiring person or any officer or employee director of the
corporation or (ii) the articles of incorporation or bylaws
of the corporation provide that the control share acquisition
provisions of the VSCA do not apply to acquisitions of its
shares. The acquiring person may require that a special
meeting of the shareholders be held to consider the grant of
voting rights to the shares acquired in the control share
acquisition. The Company Articles and Company Bylaws do not
contain provisions rendering the control share acquisition
provisions of the VSCA inapplicable to acquisition of shares
of Common Stock of the Company.
Each of the foregoing agreements and provisions,
including the existence under the Company Articles of amounts
of authorized but unissued Preferred Stock and Common Stock,
could have the effect of delaying, deferring or preventing a
change in control of the Company or an unsolicited acquisition
proposal.
The foregoing description of the Company Articles and
the Company Bylaws does not purport to be complete and is
qualified in its entirety by reference to the complete text of
the Company Articles and the Company Bylaws, which are
incorporated herein by reference.
Item 2. Exhibits
1. Amended and Restated Articles of Incorporation of the
Company
2. Amended Bylaws of the Company
A copy of this Registration Statement and all exhibits
required by Instruction II to Item 2 will be supplied to the
New York Stock Exchange.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, thereto duly authorized.
Dated: August 18, 1997 PENN VIRGINIA CORPORATION
(Registrant)
By: /s/ Steven W. Tholen
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Steven W. Tholen, Vice President
and Chief Financial Officer
PENN VIRGINIA CORPORATILON
ARTICLES OF INCORPORATION
ADOPTED MAY 6, 1997; EFFECTIVE JUNE 12, 1997
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ARTICLE 1. The name of the corporation is Penn Virginia
Corporation.
ARTICLE 2. The purposes for which the corporation is
organized are to do any one or more of the following:
(a) buy, sell, own, lease, process, refine and
otherwise deal in and with coal, oil, gas, timber and
minerals and in the lands, leases and other property
related to any of them;
(b) buy, sell, make, process and otherwise deal
in and with property of any kind and description, for
its own account or for the account of others; and
render services of every kind and description;
and
(c) engage in any other business or activity
not prohibited by law or required to be stated in the
Articles of Incorporation.
ARTICLE 3. The number of directors, not less than
three, shall be fixed by the bylaws, and in the absence
of a bylaw fixing the number, the number shall be 11.
ARTICLE 4. Stockholders shall not have pre-emptive or
other rights to subscribe for, purchase or receive any
proportionate share of the unissued stock of the
corporation.
ARTICLE 5. The corporation shall have perpetual
existence.
ARTICLE 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
16,100,000 shares of Common Stock of the par value of
$6.25 per share (hereinafter called "Common Stock").
The following is a description of each class of shares,
and a statement of the preferences, qualifications,
limitations, restrictions and the special or relative
rights granted to or imposed upon them (except those which the board of
directors is authorized to fix as herein
after provided):
<PAGE>
PREFERRED STOCK
(a) Issue in Series. The shares of Preferred Stock
from time to time may be divided into and issued herein
and in the resolution of the board of directors providing
for the issue. All shares of any one series of Preferred
Stock shall be identical, and all series of Preferred
Stock shall rank equally and be identical except as
permitted hereunder.
(b) Creation of Series. The board of directors of
the corporation shall have the authority by resolution
to divide the Preferred Stock into one or more series,
and to fix and determine with respect to each series (i)
the rate of dividend, the time of payment and the dates
from which dividends shall be cumulative, and the extent
of participation rights, if any; (ii) any right to vote
with holders of shares of any other series or class and
any right to vote as a class, either generally or as a
condition to specified corporate action; (iii) the price
at and the terms and conditions on which shares may be
redeemed; (iv) the amounts payable upon shares in the
event of voluntary or involuntary liquidation; (v)
sinking fund provisions for the redemption or purchase
of shares; and (vi) the terms and conditions on which
shares may be converted, if the shares of any series
are issued with the privilege of conversion.
COMMON STOCK
(c) Dividends. Holders of Common Stock shall be
entitled to receive such dividends as may be declared
by the board of directors, except that the corporation
will not declare, pay or set apart for payment any
dividend on shares of Common Stock (other than
dividends payable in Common Stock), or directly or
indirectly make any distribution on, redeem, purchase
or otherwise acquire any such shares, if at the time of
such action the corporation is in default with respect
to any dividend payable on or any sinking or purchase
fund requirement relating to shares of Preferred Stock.
(d) Distribution of Assets. In the event of the
voluntary or involuntary liquidation of the
corporation, holders of Common Stock shall be entitled
to receive pro rata all of the remaining assets of the
corporation available for distribution to its
stockholders after all amounts to which the holders of
Preferred Stock are entitled have been paid or set aside
in cash for payment.
ARTICLE 7. CERTAIN SIGNIFICANT TRANSACTIONS.
Section 1. Higher Vote for Certain Significant
Transactions.
<PAGE>
A. Higher Vote for Certain Significant
Transactions. In addition to any affirmative vote
required by law or these Articles of Incorporation, and
as except as otherwise expressly provided in Section 2
of this Article 7
(i) any merger or consolidation of the corporation or
any Subsidiary (as hereinafter defined) with (a) any
Related Person (as hereinafter defined), or (b) any
other corporation (whether or not itself a Related
Person) which is, or after such merger or
consolidation would be, an Affiliate (as
hereinafter defined) of a Related Person; or
(ii) any sale, lease, exchange, mortgage, pledge,
transfer or other disposition (in one transaction or
a series of transactions) to or with any Related
Person or any Affiliate of any Related Person of any
assets of the corporation or any Subsidiary having
an aggregate Fair Market Value (as hereinafter
defined) of $1,000,000 or more; or
(iii) the issuance or transfer by the corporation
or any Subsidiary (in one transaction or a series of
transactions) of any securities of the corporation
or any Subsidiary to any Related Person or any
Affiliate of any Related Person in exchange for
cash, securities or other property (or a
combination thereof) having an aggregate Fair
Market Value of $1,000,000 or more; or
(iv) the purchase by the corporation or any
Subsidiary (in one transaction or a series of
transactions within a two-year period) of any
outstanding shares of capital stock of the
corporation which entitle the holder thereof to
vote generally in the election of directors (the
"Voting Stock") in exchange for cash, securities
or other property (or a combination
thereof) having an aggregate Fair Market Value
of $1,000,000 or more; or
(v) the adoption of any plan or proposal for
the liquidation (partial or complete) or
dissolution of the corporation proposed
by or on behalf of a Related Person or any
Affiliate of any Related Person; or
(vi) any reclassification of securities (including
any reverse stock split), or recapitalization of
the corporation, or any merger or consolidation of
the corporation with any of its Subsidiaries or
any other transactions (whether or not with or
into or otherwise involving a Related Person)
which has the effect, directly or indirectly,
of increasing the proportionate share of the
outstanding shares of any class of equity or
convertible securities of the corporation or
any Subsidiary which is directly or indirectly
owned by any Related Person or any Affiliate of
any Related Person;
<PAGE>
shall require the affirmative vote of the holders
of at least 90% of the voting power of the then
outstanding shares of Voting Stock, voting together
as a single class. Such affirmative vote shall be
required notwithstanding the fact that no vote may
be required, or that a lesser percentage may be
specified, by law or in any agreement with any
national securities exchange or otherwise.
B. Definition of "Significant Transaction." The
term "Significant Transaction" as used in this Article
7 shall mean any transaction which is referred to in any
one or more of clauses (i) through (vi) of paragraph A
of this Section 1.
Section 2. When Higher Vote is Not Required.
The provisions of Section 1 of this Article 7 shall not
be applicable to any particular Significant Transaction,
and such Significant Transaction shall require only such
affirmative vote as is required by law, the Bylaws of
the corporation, and any other provision of these
Articles of Incorporation, if all of the conditions
specified in either of the following paragraphs A and B
are met:
A. Approval by Continuing Directors. The
Significant Transaction shall have been approved by
a majority of the Continuing Directors (as hereinafter
defined) then in office.
B. Price and Procedure Requirements. All of the
following conditions shall have been met:
(i) The aggregate amount of the cash and the Fair
Market Value as of the date of the consummation of
the Significant Transaction of consideration other
than cash to be received per share by holders of
the Company's Common Stock in such Significant
Transaction shall be at least equal to the
highest of the following:
(a) (if applicable) the highest per share price
(including any brokerage commissions, transfer taxes
and soliciting dealers' fees) paid by the Related
Person for any shares of Common Stock acquired by it
(a) within the two-year period immediately prior to
the first public announcement of the proposal of the
Significant Transaction (the "Announcement Date") or
(b) in the transaction in which it became a Related
Person, whichever is higher;
<PAGE>
(b) the Fair Market Value per share of Common
Stock on the Announcement Date or on the date on
which the Related Person became a Related Person
(such latter date is referred to in this Article 7
as the "Determination Date"), whichever is higher;
(c) the earnings per share of Common Stock
for the four full consecutive fiscal quarters
immediately preceding the Announcement Date as to
which financial results have been published by
the corporation, multiplied by the then highest
price/earnings multiple (if any) of such Related
Person or any of its Affiliates as customarily
computed and reported in the financial community;
(d) (if applicable) the price per share equal
to the Fair Market Value per share of Common Stock
determined pursuant to paragraph (B)(i)(b) of this
Section 2, multiplied by a fraction the numerator
of which is the highest per share price (including
any brokerage commissions, transfer taxes and
soliciting dealers' fees) paid by the Related
Person for any shares of ommon Stock acquired by
it within the two-year period immediately prior to
the Announcement Date and the denominator of which
is the Fair Market Value per share of Common Stock
on the first day in such two-year period upon
which the Related Person acquired any shares of
Common Stock; and
(e) the highest Fair Market Value per share of
Common Stock in the one-year period immediately
prior to the Announcement Date.
(ii) The consideration to be received by the
holders of Common Stock in such Significant
Transaction shall be either cash or the same type
of consideration used by the Related Person in
acquiring the largest portion of its holdings of
Common Stock prior to the Announcement Date.
(iii) After such Related Person has become a
Related Person, and prior to the consummation of
such Significant Transaction: (a) there shall
have been (1) no reduction in the annual rate of
dividends paid on the Common Stock (except as
necessary to reflect any subdivision of the
Common Stock), except as approved by a majority
of the Continuing Directors, and (2) an increase
in such annual rate of dividends as necessary to
reflect any reclassification (including any
reverse stock split), recapitalization,
reorganization or other similar corporate
transactions which has the effect of reducing
the number of outstanding shares of Common
Stock, unless the failure to so increase the
annual rate is approved by a majority of the
Continuing Directors; and (b) such Related
Person shall not have become the beneficial
owner of any additional shares of Voting
<PAGE>
Stock except as part of the transaction which
results in such Related Person becoming a
Related Person.
(iv) After such Related Person has become a
Related Person, such Related Person shall not
have received the benefit, directly or
indirectly (except proportionately as a
shareholder of the corporation), of any loans,
advances, guarantees, pledges or other
financial assistance or any tax credits or other
tax advantages provided by the Corporation, whether
in anticipation of or in connection with such
Significant Transaction or otherwise.
(v) A proxy or information statement describing the
proposed Significant Transaction and complying with
the requirements of the Securities Exchange Act of
1934 and the rules and regulations thereunder (or
any subsequent provisions replacing such Act,
rules or regulations) shall be mailed to public
shareholders of the corporation at least 30 days
prior to the consummation of such Significant
Transaction (whether or not such proxy or
information statement is required to be mailed
pursuant to such Act or subsequent provisions).
SECTION 3. Certain Definitions.
For the Purposes of this Article 7:
A. A "person" shall mean any individual, firm, corporation or other entity.
B. "Related Person" shall mean any person (other than the corporation or
any Subsidiary) who or which:
(i) is the beneficial owner, directly or indirectly,
of more than 10% of the voting power of the
outstanding Voting Stock; or
(ii) is an Affiliate of the corporation and at any
time within the two-year period immediately prior to
the date in question was the beneficial owner,
directly or indirectly, of 10% or more of the voting
power of the then outstanding Voting Stock;
(iii) is an assignee of or has otherwise succeeded to
any shares of Voting Stock which were at any time
within the two-year period prior to the date in
question beneficially owned by any Related Person,
if such assignment or succession shall have
occurred in the
<PAGE>
course of a transaction or series of transactions not
involving a public offering within the meaning of the
Securities Act of 1933.
If two or more persons shall at any time be "Related
Persons," each Related Person whose involvement in a
transaction causes it to be a Significant Transaction
shall be treated as: (i) "the Related Person" for
purposes of the application of the price and procedure
requirements of paragraph B of Section 2 of this Article
7 to such Significant Transaction, and (ii) as "the
Related Person in question" for purposes of determining
whether a person is a Continuing Director with respect
to such Significant Transaction.
C. A person shall be a "beneficial owner" of any
Voting Stock:
(i) which such person or any of its Affiliates or
Associates (as hereinafter defined) beneficially
owns, directly or indirectly; or
(ii) which such person or any of its Affiliates
or Associates has (a) the right to acquire
(whether such a right is exercisable
immediately or only after the passage of time),
pursuant to any agreement, arrangement or
understanding or upon the exercise of
conversion rights, exchange rights, warrants
or options, or otherwise, or (b) the right to
vote pursuant to any agreement, arrangement or
understanding; or
(iii) which are beneficially owned, directly or
indirectly, by any other person with which such
person or any of its Affiliates or Associates has
any agreement, arrangement or understanding
for the purpose of acquiring, holding, voting or
disposing of any shares of Voting Stock.
D. For the purposes of determining whether a person
is a Related Person pursuant to paragraph B of the Section
3, the number of shares of Voting Stock deemed to be
outstanding shall include shares deemed owned by such
person through application of paragraph C of this Section
3 but shall not include any other shares of Voting Stock
which may be issuable pursuant to any agreement,
arrangement or understanding, or upon exercise of
conversion rights, warrants or options, or otherwise.
E. "Affiliate" or "Associate" shall have the
respective meanings ascribed to such terms in Rule 12b-2
of the General Rules and Regulations under the Securities
Exchange Act of 1934, as in effect on March 21, 1984.
<PAGE>
F. "Subsidiary" means any corporation of which a
majority of any class of equity security is owned,
directly or indirectly, by the corporation; provided,
however, that for the purposes of the definition of
Related Person set forth in paragraph B of this
Section 3, the term "Subsidiary" shall mean only a
corporation of which a majority of each class of equity
security is owned, directly or indirectly, by the
corporation.
G. "Continuing Director" means (i) any person who was
a member of the Board of Directors of the Company (the
"Board") as of May 1, 1984, or (ii) any member of the
Board who is not affiliated with the Related Person in
question and was a member of the Board prior to
the time that the Related Person in question became a
Related Person, or (iii) a successor of a Continuing
Director who is unaffiliated with the Related Person in
question and is recommended to succeed a Continuing
Director by a majority of Continuing Directors then on
the Board.
H. "Fair Market Value" means: (i) in the case of
stock, the highest closing sale price during the 30-day
period immediately preceding the date in question of a
share of such stock on the Composite Tape for New York
Stock Exchange--Listed Stocks, or if such stock is not
quoted on the Composite Tape, on the New York Stock
Exchange, or if such stock is not listed on such Exchange,
on the principal United States securities exchange
registered under the Securities Exchange Act of 1934 on
which such stock is listed, or, if such stock is not
listed on any such property on the date in question as
determined by the Board in good faith exchange, the
highest closing bid quotation with respect to a share
of such stock during the 30-day preceding the date in
question on the National Association of Securities
Dealers, Inc. Automated Quotations System or any
similar system then in use, or if no such quotations
are available, the fair market value on the date in
question of a share of such stock as determined by
the Board in good faith; and (ii) in the case of
property other than cash or stock, the fair market
value of such property on the date in question as
determined by the Board in good faith.
I. In the event any Significant Transaction involves
a merger in which the corporation is the surviving
corporation, the phrase "consideration other than cash
to be received" as used in paragraph B(i) of Section 2 of
this Article shall include the shares of any other class
of outstanding Voting Stock retained by the holders of
such shares.
SECTION 4. Miscellaneous.
A. The Continuing Directors of the corporation shall
have the power and duty to determine for the purposes of
this Article 7, on the basis of information known to them
after reasonable inquiry, (i) whether a person is a
Related Person, (ii) the number of shares of Voting
<PAGE>
Stock beneficially owned by any person, (iii) whether a
person is an Affiliate or Associate of another (iv)
whether the assets which are the subject of any
Significant Transaction have, or the consideration to be
received or paid by the corporation or any
Subsidiary for the issuance, transfer or purchase of any
securities in any Significant Transaction has, an
aggregate Fair Market Value of $1,000,000 or more, and
(v) any other matter relating to the applicability or
effect of this Article 7.
B. Nothing contained in this Article 7 shall be
construed to relieve any Related Person from any
fiduciary obligation imposed by law.
C. In the event any section, paragraph (or portion
thereof) of this Article 7 shall be found to be invalid,
prohibited or unenforceable for any reason, the remaining
provisions of this Article 7 shall be deemed to remain in
full force and effect, and shall be construed as if such
invalid, prohibited or unenforceable provision had been
stricken herefrom or otherwise rendered inapplicable, it
being the intent of the corporation and its shareholders
that each such remaining provision (or portion thereof)
of this Article 7 remain, to the fullest extent permitted
by law, applicable and enforceable as to all
shareholders, including Related Persons, notwithstanding
any such finding.
<PAGE>
ARTICLE 8. Any provision in these Articles of
Incorporation or in the Bylaws of the corporation to the
contrary notwithstanding, no provision of Articles 7 or 8
of these Articles shall be altered, amended, supplemented
or repealed by the shareholders of the corporation, and no
provision of the Bylaws or of these Articles of
Incorporation inconsistent with any such provisions shall
be adopted by the shareholders of the corporation, except
by the affirmative vote of the holders of at least 90% of
the outstanding shares of capital stock of the corporation
entitled to vote generally in the election of directors,
considered for this purpose as one class, provided that an
amendment the effect of which is solely to add additional
minimum price or procedural requirements to those already
enumerated in paragraph B of Section 2 of Article 7 may be
adopted in the manner otherwise prescribed by statute to
the other provisions of these Articles of Incorporation.
PENN VIRGINIA CORPORATION
BYLAWS
AS AMENDED JULY 22, 1997
-----------------------------------
ARTICLE 1 SHAREHOLDERS
Section 1. Meetings.
A. Annual Meeting. Unless otherwise fixed by the
board of directors the annual meeting of shareholders for
the election of directors and for other business shall be
held on the first Tuesday of May in each year or, if that
day is a legal holiday, on the first subsequent business
day.
B. Special Meetings. Special meetings of the
shareholders may be called at any time by the chief
executive officer, or a majority of the board of
directors, or the holders of at least one-fifth of the
shares of stock of the Company outstanding and entitled
to vote.
C. Place. Meetings of the shareholders shall be
held at such place in Philadelphia, Pennsylvania or
elsewhere, as may be fixed by the board of directors in
the notice of meeting.
Section 2. Notice.
Written notice of the time and place of all meetings of
shareholders and of the purpose of each special meeting
of shareholders shall be given to each shareholder
entitled to vote thereat at least ten days before the
date of the meeting, unless a greater period of notice
is required by law in a particular case.
Section 3. Voting.
A. Voting Rights. Except as otherwise provided
herein, or in the Articles of Incorporation, or by law,
every shareholder shall have the right at every
shareholders' meeting to one vote for every share
standing in his name on the books of the Company which
is entitled to vote at such meeting. Every shareholder
may vote either in person or by proxy.
B. Election of Directors. At each annual
meeting the shareholders shall elect nine directors who
shall constitute the entire Board.
Section 4. Quorum.
The presence, in person or by proxy, of the holders of
a majority of the outstanding shares of stock of the
Company entitled to vote at a meeting shall constitute
a quorum. If a quorum is not present, no business shall
be transacted except to adjourn to a future time.
ARTICLE 2 DIRECTORS
Section 1. Term of Office.
Each director elected at an annual meeting of the
shareholders shall hold office until the next annual
meeting, unless properly removed or disqualified, and
until such further time as his successor is elected and
has qualified.
Section 2. Powers.
The business of the Company shall be managed by the
board of directors which shall have all powers conferred
by law and these bylaws. The board of directors shall
elect, remove or suspend officers, determine their
duties and compensations, and require security in such
amounts as it may deem proper.
Section 3. Meetings.
A. Regular Meetings. Regular meetings shall be
held at such times as the board shall designate by
resolution. Notice of regular meetings need not be
given.
B. Special Meetings. Special meetings of the
board may be called at any time by the chief executive
officer and shall be called by him upon the written
request of one-third of the directors. Written notice
of the time, place and the general nature of the
business to be transacted at each special meeting shall
be given to each director at least three days before
such meeting.
C. Place. Meetings of the board of directors
shall be held at such place as the board may designate
or as may be designated in the notice calling the
meeting.
Section 4. Quorum.
A majority of the number of directors in office
immediately before the meeting begins shall constitute
a quorum for the transaction of business at any meeting
and, except as provided in Article VII, the acts of a
majority of the directors present at any meeting at
which a quorum is present shall be the acts of the board
of directors.
Section 5. Vacancies.
Vacancies in the board of directors (including one
resulting from an increase by not more than two) shall
be filled by vote of a majority of the remaining members
of the board though less than a quorum. Such election
shall be for the balance of the unexpired term or until
a successor is duly elected by the shareholders and has
qualified.
ARTICLE 3 BOARD COMMITTEES
Section 1. Executive Committee.
The board of directors by resolution of a majority of
the number of directors then in office may designate
three or more directors to constitute an executive
committee, which, to the extent provided in such
resolution, shall have and may exercise all the
authority of the board of directors except to approve
an amendment of the Company's articles of incorporation
or a plan of merger or consolidation. If an executive
committee is so designated it will elect one of its
members to be its chairman.
Section 2. Compensation and Benefits Committee.
The board of directors by resolution of a majority of
the number of directors then in office may designate
three or more outside directors to constitute a
compensation and benefits committee, which shall have
such power and authority as may be provided in such
resolution.
Section 3. Other Committees.
The board of directors by resolution of a majority of
the number of directors then in office may create or
disband other committees, as deemed to be proper.
ARTICLE 4 OFFICERS
Section 1. Election.
At its first meeting after each annual meeting of the
shareholders, the board of directors shall elect a
president, treasurer and secretary, and such other
officers as it deems advisable. Any two or more
offices may be held by the same person except the
offices of president and secretary.
Section 2. Chairman and President.
A. Chairman. The chairman shall preside at all
meetings of the board and of the shareholders. If so
designated by the board of directors, the chairman
shall be the chief executive officer.
B. President. The president shall be either the
chief executive officer or the chief operating officer
of the Company, as designated by the board of directors.
The president shall have such duties as the board of
directors and the chairman of the Company shall
prescribe.
Section 3. Other Officers.
The duties of the other officers shall be those usually
related to their offices, except as otherwise prescribed
by resolution of the board of directors.
Section 4. General.
In the absence of the chairman and president, the person
who has served longest as vice president or any other
officer designated by the board shall exercise the
powers and perform the duties of the chief executive
officer or chief operating officer or both.
The chief executive officer or any officer or employee
authorized by him may appoint, remove or suspend agents
or employees of the Company and may determine their
duties and compensation.
ARTICLE 5 INDEMNIFICATION
Section 1. Right to Indemnification.
The Company shall indemnify any person who was or is a
party or threatened to be a party to any threatened,
pending or completed action, suit or proceeding,
whether civil, criminal, administrative or
investigative, and whether formal or informal, and
whether or not by or in the right of the corporation,
by reason of the fact that he is or was a director or
officer of the Company (or a predecessor corporation
adsorbed in a merger or other transaction), or, while
a director or officer of the Company or such
predecessor, is or was serving at the request of the
Company or such predecessor as a director, officer,
partner, trustee, administrator, employee or agent of
another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise, for
expenses (including attorney's fees), judgments,
fines, penalties, including any excise tax assessed
with respect to an employee benefit plan, and amounts
paid in settlement actually and reasonably incurred by
him in connection with such action, suit or proceeding,
to the extent that (a) such person is not otherwise
indemnified, (b) such person has not improperly received
a personal benefit and (c) the liability did not result
from such person's gross negligence or willful
misconduct.
Section 2. Advance of Expenses.
Expenses incurred by a director or officer of the
Company in defending a civil or criminal action, suit
or proceeding shall be paid by the Company in advance
of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on
behalf of the director or officer to repay such amount
if it shall ultimately be determined that he is not
entitled to be indemnified by the Company.
Section 3. Procedure for Determining Permissibility.
The procedure for determining the permissibility of
indemnification (including the advance of expenses)
shall be that set forth in Section 13.1-701.B of the
Virginia Corporation Law, provided that, if there has
been a change in control of the Company between the
time of the action or failure to act giving rise to the
claim for indemnification and such claim, then at the
option of the person seeking indemnification, the
permissibility of indemnification shall be determined
by special legal counsel selected jointly by the
Company and the person seeking indemnification. The
reasonable expenses of any director or officer in
prosecuting a successful claim for indemnification,
and the fees and expenses of any special legal counsel
engaged to determine permissibility of indemnification,
shall be borne by the Company.
Section 4. Contractual Obligation; Inuring of Benefit.
The obligations of the Company to indemnify a person
under this Article V, including the obligation to
advance expenses, shall be considered contractual
obligations of the Company to such person, subject
only to the determination of permissibility as set
forth in the preceding Section, and no modification
or repeal of any provision of this Article V shall
affect, to the detriment of such person, the
obligations of the Company in connection with a
claim based on any act or failure to act occurring
before such modification or repeal. The obligations
of the Company to indemnify a person under this
Article V, including the obligation to advance
expenses, shall inure to the benefit of the heirs,
executors and administrators
of such person.
Section 5. Insurance and Other Indemnification.
The board of directors of the Company shall have the
power but shall not be obliged to (a) purchase and
maintain, at the Company expense, insurance on behalf
of the Company and its director, officers, employees and
agents against liabilities asserted against any of
them, including the Company's obligations to indemnify
and advance expenses, to the extent that power to do so
is not prohibited by applicable law, and (b) give other
indemnification to the extent not prohibited by
applicable law.
ARTICLE 6 CERTIFICATES OF STOCK
Section 1. Share Certificates.
Every shareholder of record shall be entitled to a share
certificate representing the shares held by him. Every
share certificate shall bear the corporate seal and the
signature of the president or a vice president and the
secretary or an assistant secretary or treasurer of the
Company.
Section 2. Transfers.
Shares of stock of the Company shall be transferable on
the books of the Company only by the registered holder or
by duly authorized attorney. A transfer shall be made
only upon surrender of the share certificate.
ARTICLE 7 AMENDMENTS
These bylaws may be changed at any regular or special
meeting of the board of directors by the vote of a
majority of the number of directors in office
immediately before the meeting or at any annual or
special meeting of shareholders by the vote of the
holders of a majority of the outstanding stock entitled
to vote. Notice of any such meeting of shareholders
shall set forth the proposed change or a summary thereof.
