UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No. 4
PENN VIRGINIA CORPORATION
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(Name of Issuer)
Common Stock, Par Value $6.25 Per Share
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(Title of Class of Securities)
707 882 106
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(CUSIP Number)
Dr. Johannes Teyssen
Interkohle Beteiligungsgesellschaft mit
beschrankter Haftung
Tresckowstrasse 5
30457 Hannover
Federal Republic of Germany
Telephone: 011 49 (511) 439-2543
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(Name, Address and Telephone Number of
Person Authorized to Receive Notices and
Communications)
Copy to:
Clare O'Brien
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
Telephone: (212) 848-4000
January 30, 1997
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of
Rule 13d-(b)(3) or (4), check the following box |_|.
<PAGE>
Check the following box if a fee is being paid with this Statement |_|.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 (the "Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE>
CUSIP No. 707 882 106
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(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Interkohle Beteiligungsgesellschaft mit beschrankter Haftung
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(2) Check the Appropriate Box if a Member of a Group (See Instructions)
|_| (a)
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|_| (b)
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(3) SEC Use Only
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(4) Source of Funds (See Instructions)
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e). |_|
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(6) Citizenship or Place of Organization Federal Republic of Germany
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Number of (7) Sole Voting Power 0
Shares
Beneficially (8) Shared Voting Power 0
Owned by
Each (9) Sole Dispositive Power 0
Reporting
Person (10) Shared Dispositive Power 0
With
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person 0
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) |_|
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(13) Percent of Class Represented by Amount in Row (11) 0%
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(14) Type of Reporting Person (See Instructions) CO
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<PAGE>
This Amendment No. 4 amends the Statement on Schedule 13D filed with
the Securities and Exchange Commission (the "SEC") on July 17, 1989 by
Interkohle Beteiligungsgesellschaft mit beschrankter Haftung, a corporation
organized under the laws of the Federal Republic of Germany ("Interkohle"), as
amended by Amendment No. 1 and Amendment No. 2 filed with the SEC on January 10,
1990 and July 9, 1990, respectively, and as amended and restated in its entirety
by Amendment No. 3 filed with the SEC on November 15, 1996 (such Schedule, as so
amended and restated, being the "Schedule 13D"). This Amendment No. 4 is filed
with respect to shares of Common Stock, par value $6.25 per share, issued by
Penn Virginia Corporation, a Virginia corporation (the "Company").
Item 5. Interest in Securities of the Issuer.
Items 5 of the Schedule 13D is hereby amended in its entirety to read
as follow:
"(a) Except as set forth below, none of Interkohle, PE,
VKR, Stinnes, Veba, or, to the best knowledge, respectively, of
Interkohle and Veba, any of the executive officers or directors of
Interkohle, or any of the members of the Management Board and
Supervisory Board of Veba, are beneficial owners of any Shares.
Dr. Hans Michael Gaul, a member of VEBA Management
Board, beneficially owns 5,552 Shares, which includes 5,000 Shares
issuable upon exercise of options which are exercisable within 60 days
of February 5, 1997. The options granted to Dr. Gaul were granted
pursuant to the Company's 1995 Director Stock Option Plan.
(b) None of Interkohle, PE, VKR, Stinnes or Veba has any
power to vote or direct the vote and to dispose or to direct the
disposition of the Shares.
(c) On January 30, 1997, Interkohle sold all of 868,258
Shares beneficially owned by it through transactions executed by Morgan
Stanley & Co. Incorporated ("Morgan Stanley"), acting as agent, at a
price of $41.50 per share, less commissions. As a result of the
foregoing transactions, Interkohle, PE, VKR, Stinnes and Veba ceased to
be a beneficial owner of any Shares.
(d) Not applicable.
(e) On January 30, 1997, Interkohle, PE, VKR, Stinnes and
Veba ceased to own beneficially more than five percent of the Shares."
<PAGE>
Signatures
After reasonable inquiry and to the best knowledge and belief of each of the
undersigned, each of the undersigned certifies that the information set forth in
this Statement is true, complete and correct.
February 5, 1997
INTERKOHLE BETEILIGUNGSGESELLSCHAFT MIT BESCHRANKTER HAFTUNG
/s/ Hans-Albert Oppenborn /s/ Johannes Teyssen
Name: Dipl. -Kfm. Hans-Albert Oppenborn Name: Dr. iur. Johannes Teyssen
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Title: General Manager Title: General Manager
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description
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1* Exchange Agreement dated May 31, 1989, between Interkohle
and the Company, providing for the issuance by the Company
and the purchase by Interkohle of 648,488 Shares of the
Company, representing 14.61% of the outstanding Common
Stock of the Company as of May 31, 1989.
2* Stockholders' Agreement dated as of May 31, 1989, between
Interkohle and Mr. E.B. Leisenring, Jr.
3* Stock Purchase Agreement dated December 13, 1989, between
Interkohle and the Company, as purchasers, and Industrial
Equity (Pacific) Limited, as vendor, of, respectively,
174,800 and 82,700 Shares of the Company.
4* Stock Purchase Agreement dated as of December 13, 1989,
between Interkohle and the Company, providing for the
issuance by the Company and the purchase by Interkohle of
44,770 Shares of the Company.
5* Amendment to the Exchange Agreement dated May 4, 1990,
among Interkohle and the Company.
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* Previously filed.
