<PAGE> 1
FILED PURSUANT TO RULE 424(B)(1)
REGISTRATION NO. 333-19593
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED
JANUARY 29, 1997)
868,258 SHARES
PENN VIRGINIA CORPORATION
COMMON STOCK
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This Prospectus Supplement (the "Prospectus Supplement"), taken together
with the Company's Prospectus dated January 29, 1997 (the "Prospectus"),
constitutes the prospectus relating to 868,258 shares of Common Stock, par value
$6.25 per share (the "Common Stock"), of Penn Virginia Corporation, a Virginia
corporation (the "Company"), being offered hereby (the "Offering") by Interkohle
Beteiligungsgesellschaft mbH, a corporation organized under the laws of the
Federal Republic of Germany (the "Selling Shareholder"), and a wholly-owned
subsidiary of VEBA, AG, a corporation organized under the laws of the Federal
Republic of Germany ("VEBA"). The Company will not receive any of the proceeds
from the sale of the Common Stock offered hereby. See "Use of Proceeds" in the
Prospectus. Capitalized terms not otherwise defined in this Prospectus
Supplement have the meanings set forth in the Prospectus.
The Common Stock is being sold by the Selling Shareholder in transactions
executed by Morgan Stanley & Co. Incorporated ("Morgan Stanley"), acting as
agent, at a price to purchasers of $41.50 per share. The Selling Shareholder,
Morgan Stanley and any brokers and dealers participating in the distribution of
the Common Stock may be deemed to be "underwriters" as defined in the Securities
Act and any profit on the sale of the Common Stock by the Selling Shareholder
and any discounts, commissions or concessions received by Morgan Stanley or any
such broker or dealer may be deemed to be underwriting commissions under the
Securities Act. See "Selling Shareholder" and "Plan of Distribution" in the
Prospectus and "Distribution" in this Prospectus Supplement.
The Common Stock is traded on the Nasdaq National Market under the symbol
"PVIR". On January 29, 1997, the reported last sales price of the Common Stock
on the Nasdaq National Market was $43.75 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS JANUARY 30, 1997
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DISTRIBUTION
The Common Stock is being sold by the Selling Shareholder in transactions
executed by Morgan Stanley, acting as agent, at a price to purchasers of $41.50
per share (the "Purchase Price"). Morgan Stanley will receive compensation in
the form of a commission from the Selling Shareholder and the purchasers. The
Selling Shareholder will receive proceeds from the sale of the Common Stock, net
of commission, of $40.25 per share.
Of the 868,258 shares of Common Stock owned by the Selling Shareholder and
being sold hereby, the Company will purchase 210,308 shares of Common Stock at
the Purchase Price and the Company's directors and senior management will
purchase 50,950 shares of Common Stock at the Purchase Price. After giving
effect to the transactions described above, the Company will have outstanding
4,130,932 shares of Common Stock and 319,785 shares of Common Stock will be held
in the treasury of the Company.
The Selling Shareholder, Morgan Stanley and any brokers and dealers
participating in the distribution of the Common Stock may be deemed to be
"underwriters" as defined in the Securities Act and any profit in the sale of
the Common Stock by the Selling Shareholder and any discounts, commissions or
concessions received by any such broker or dealer may be deemed to be
underwriting commissions under the Securities Act.
The Company and Morgan Stanley have agreed to indemnify each other against
certain liabilities, including liabilities under the Securities Act.
Morgan Stanley has from time to time provided, and may in the future
provide, investment banking and other services to the Company and the Selling
Shareholder, for which Morgan Stanley has received or will receive customary
fees and commissions.
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PROSPECTUS
868,258 SHARES
PENN VIRGINIA CORPORATION
COMMON STOCK
The 868,258 shares of Common Stock, par value $6.25 per share (the
"Common Stock"), of Penn Virginia Corporation, a Virginia corporation (the
"Company"), being offered hereby (the "Offering") are being offered by
Interkohle Beteiligungsgesellschaft mbH, a corporation organized under the laws
of the Federal Republic of Germany (the "Selling Shareholder"), and a
wholly-owned subsidiary of VEBA, AG, a corporation organized under the laws of
the Federal Republic of Germany ("VEBA"). The Company will not receive any of
the proceeds from the sale of the Common Stock offered hereby. See "Selling
Shareholder."
The distribution of the Common Stock by the Selling Shareholder may be
effected from time to time (i) in one or more transactions for its own account
(which may include block transactions) on the Nasdaq National Market, or on any
exchange on which the Common Stock may then be listed, (ii) in negotiated
transactions, (iii) through the writing of options on shares (whether such
options are listed on an options exchange or otherwise), (iv) a combination of
such methods of sale, at fixed prices which may be changed, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices, (v) in sales directly to purchasers, through
underwriters or agents, or (vi) by any other legally available means.
The Selling Shareholder may effect such transactions by selling Common Stock to
or through broker-dealers, including broker-dealers who may act as
underwriters, and such broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the Selling Shareholder and/or the
purchasers of Common Stock for whom such broker-dealers may act as agent or to
whom they sell as principal, or both (which compensation as to a particular
broker-dealer might be in excess of customary commissions). The Selling
Shareholder may also sell Common Stock pursuant to Rule 144 promulgated under
the Securities Act of 1933, as amended (the "Securities Act"), or may pledge
Common Stock as collateral for margin accounts and such shares of Common Stock
could be resold pursuant to the terms of such accounts. The Selling Shareholder
and any brokers and dealers participating in the distribution of the Common
Stock may be deemed to be "underwriters" as defined in the Securities Act and
any profit on the sale of the Common Stock by the Selling Shareholder and any
discounts, commissions or concessions received by any such broker or dealer may
be deemed to be underwriting commissions under the Securities Act. See
"Selling Shareholder" and "Plan of Distribution."
The Common Stock is traded on the Nasdaq National Market under the
symbol "PVIR". On January 28, 1997, the reported last sales price of the Common
Stock on the Nasdaq National Market was $44.25 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
____________________________
The date of this Prospectus is January 29, 1997
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "SEC"). The reports, proxy
statements and other information filed by the Company with the SEC can be
inspected and copied at the public reference facilities maintained by the SEC
at its principal office at 450 Fifth Street, N.W., Washington, D.C. 20549 and
at the regional offices of the SEC located at 7 World Trade Center, 13th Floor,
New York, New York 10048 and Citicorp Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661. Copies of such material can also be obtained by
mail from the Public Reference Section of the SEC, 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. The SEC maintains a site on the
world wide web that contains reports, proxy and information statements and
other information on registrants, such as the Company, who must file such
material with the SEC electronically. The SEC's internet address on the world
wide web is http:\\www.sec.gov. The Company has filed with the SEC a
Registration Statement on Form S-3 (together with all amendments thereto, the
"Registration Statement") under the Securities Act, covering the offer and sale
of the securities offered hereby. This Prospectus does not contain all the
information set forth in the Registration Statement, certain parts of which are
omitted in accordance with the rules and regulations of the SEC. Reference is
hereby made to the Registration Statement and related exhibits for further
information with respect to the Company and the securities offered hereby.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the SEC (File No.
0-753) pursuant to the Exchange Act are hereby incorporated by reference in
this Prospectus:
(1) the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995;
(2) the Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1996, June 30, 1996, and September 30, 1996; and
(3) the Company's Current Reports on Form 8-K filed on August 30,
1996 (as amended by the Company's Reports on Form 8-K/A filed on
August 30, 1996 and September 6, 1996), and January 27, 1997.
All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the
date of this Prospectus and prior to termination of the offers and sales
hereunder are hereby incorporated by reference herein and shall be deemed a
part hereof from the respective dates of filing of such reports and other
documents. Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for all purposes of this
Prospectus to the extent that a statement contained herein, or in any other
subsequently filed document that also is incorporated by reference herein,
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute part of this Prospectus. Certain information incorporated by
reference herein contains forward-looking statements as such term is defined in
Section 27A of the Securities Act and Section 21E of the Exchange Act. Certain
factors as discussed in the Company's Exchange Act filings with the SEC,
including the Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1996 under the caption "Forward Looking Statements," could cause
actual results to differ materially from those in the forward-looking
statements.
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT
PRESENTED HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS (NOT INCLUDING
EXHIBITS THERETO, UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY
REFERENCE) ARE AVAILABLE, WITHOUT CHARGE, TO ANY PERSON, INCLUDING ANY
BENEFICIAL OWNER, TO WHOM THIS PROSPECTUS IS DELIVERED UPON WRITTEN OR ORAL
REQUEST DIRECTED TO: PENN VIRGINIA CORPORATION, ONE RADNOR CORPORATE CENTER,
SUITE 200, 100 MATSONFORD ROAD, RADNOR, PA 19087 (TELEPHONE NUMBER
(610) 687-8900); ATTENTION: BEVERLY COLE MCGUIRE, SECRETARY.
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THE COMPANY
The Company's principal business is the leasing of mineral rights and
collection of coal royalties, and the exploration, development and production
of oil and natural gas. The Company explores for, develops and produces crude
oil, condensate and natural gas in the Appalachian Basin. The Company owns
approximately 106,000 fee acres of coal, timber and natural gas bearing land in
Virginia, West Virginia and Kentucky. The Company is also engaged in
management of existing investments in energy-related public and private
companies.
USE OF PROCEEDS
All of the shares of Common Stock offered in the Offering are being
offered by the Selling Shareholder. The Company will not receive any proceeds
from the sale of such shares.
SELLING SHAREHOLDER
The following description of the Selling Shareholder is a summary and
is qualified in its entirety by reference to the Exchange Agreement (as defined
below), the Stockholders' Agreement, dated as of May 31, 1989, between the
Selling Shareholder and Mr. E.B. Leisenring, Jr., and the Stock Purchase
Agreement, dated as of December 13, 1989, between the Selling Shareholder and
the Company, which have been filed as exhibits to the Registration Statement
and the Selling Shareholder's Statement on Schedule 13D filed with the SEC on
July 17, 1989, as amended by Amendment No. 1, Amendment No. 2 and Amendment No.
3 filed with the SEC on January 10, 1990, July 9, 1990 and November 15, 1996,
respectively.
The principal office address and principal business address of the
Selling Shareholder are located at Tresckowstrasse 5, 30457 Hannover, Federal
Republic of Germany. The principal business activity of the Selling
Shareholder currently consists of the holding of shares of Common Stock.
However, the Selling Shareholder may, from time to time, also hold investments
in other companies.
The Selling Shareholder has three shareholders: PreussenElektra AG
("PE"), Veba Kraftwerke Ruhr AG ("VKR") and Stinnes AG ("Stinnes").
PE owns 75% of the outstanding capital stock of the Selling
Shareholder. PE is a corporation organized under the laws of the Federal
Republic of Germany whose principal office address and principal business
address are located at Tresckowstrasse 5, 30457 Hannover, Federal Republic of
Germany. The principal business activities of PE consist of electric power
generation and distribution. All of the outstanding capital stock of PE is
owned by VEBA.
VKR owns 12.5% of the outstanding capital stock of the Selling
Shareholder. VKR is a corporation organized under the laws of the Federal
Republic of Germany whose principal office address and principal business
address are located at Bergmannsgluckstrasse 41-43, 45896 Gelsenkirchen-Buer,
Federal Republic of Germany. The principal business activity of VKR consists
of the generation of electric power. All of the outstanding capital stock of
VKR is owned by PE.
Stinnes owns 12.5% of the outstanding capital stock of the Selling
Shareholder. Stinnes is a corporation organized under the laws of the Federal
Republic of Germany whose principal office address and principal business
address are located at Humboldtring 15, 45472 Mulheim/Ruhr, Federal Republic
of Germany. The principal business activities of Stinnes consist of trading
and transportation fields. One hundred percent (100%) of the outstanding
capital stock of Stinnes is owned by VEBA.
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<PAGE> 6
VEBA is a corporation organized under the laws of the Federal Republic
of Germany whose principal office address and principal business address are
located at Benningsen Platz 1, 40474 Dusseldorf, Federal Republic of Germany.
The principal business activities of VEBA, which are conducted through numerous
subsidiaries and affiliated companies, include electric power generation and
distribution, several ventures in the petroleum and chemical industries and
activities in the trading and transportation fields. The outstanding capital
stock of VEBA is owned by approximately 405,000 shareholders.
As of January 28, 1997, the Selling Shareholder beneficially owned
868,258 shares of Common Stock, which constituted 20.0% of the Company's
outstanding Common Stock. All of the shares of Common Stock owned by the
Selling Shareholder are being offered hereby.
Exchange Agreement. Pursuant to the Exchange Agreement between the
Selling Shareholder and the Company (the "Exchange Agreement"), dated May 31,
1989, as amended on December 13, 1989, and May 4, 1990, by which Selling
Shareholder acquired shares of the Common Stock, the Company has agreed to use
its best efforts to cause either one or two Selling Shareholder designees to be
included on the Board of Directors' slate of nominees to be elected to the
Board of Directors of the Company as long as Selling Shareholder holds at least
either a 10% or 20% voting interest in the Company, respectively. The Company
has also agreed that if, after January 26, 1990, the Selling Shareholder's
voting interest in the Company is less than 20% as a result of one or more
issuances by the Company of its voting shares after December 14, 1989, the
Company shall use its best efforts to enable Selling Shareholder to maintain
its right to designate two individuals on the Company's Board of Directors'
slate of nominees (including increasing the number of directors on the Board).
The Company's Board of Directors currently consists of eight directors. Two
such directors, Mr. Hans-Albert Oppenborn and Dr. Johannes Teyssen, were
designated by the Selling Shareholder. The Exchange Agreement also contains
provisions granting Selling Shareholder registration rights (pursuant to which
this Registration Statement is being filed) and preemptive rights, in certain
circumstances, and granting the Company with rights of first refusal with
respect to certain sales of Common Stock by Selling Shareholder.
Stockholders' Agreement. Pursuant to a Stockholders' Agreement, dated
as of May 31, 1989, between the Selling Shareholder and Mr. E.B. Leisenring,
Jr. ("EBL"), EBL agreed to vote his shares of Common Stock in favor of the one
or two Selling Shareholder designees to be included on the Company's Board of
Directors' slate of nominees so long as the Selling Shareholder holds a certain
percentage of voting interest in the Company. The Selling Shareholder and EBL
also agreed to notify each other and exchange information concerning important
matters to be brought before any meeting of the shareholders of the Company and
to notify each other of their intention to sell or otherwise dispose of any of
the shares of Common Stock held by either of them.
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DESCRIPTION OF CAPITAL STOCK
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"), which
have been filed as exhibits to the Registration Statement. 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 8,000,000 shares of
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. As of January 28, 1997, the Company had outstanding
4,341,240 shares of Common Stock and 109,477 shares of Common Stock were held
in the treasury of the Company. There are currently no outstanding shares of
Preferred Stock. The Common Stock is currently authorized for quotation on the
Nasdaq National Market System.
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 the
Company's Credit Agreement with its bank group, 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 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."
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.
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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 certain 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 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 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
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<PAGE> 9
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 benefit 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
shareholdings; 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, 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 or
any distribution or other transaction), 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 that
affiliated transactions not approved by the affirmative vote of the holders of
two-thirds of the voting shares other than those beneficially owned by the
Interested Shareholder must be approved by a majority of the corporation's
Disinterested Directors or 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.
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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.
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 acquisitions," 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, provided that such acquisition is in good faith and
not for the purpose of circumventing the statute. 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 acquisitions of shares of Common Stock of
the Company.
Each of the foregoing provisions 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 have been filed as Exhibits 4.1 and 4.2 to the Registration Statement
and are incorporated herein by reference.
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<PAGE> 11
PLAN OF DISTRIBUTION
The distribution of the Common Stock by the Selling Shareholder may be
effected from time to time (i) in one or more transactions for its own account
(which may include block transactions) on the Nasdaq National Market, or on any
exchange on which the Common Stock may then be listed, (ii) in negotiated
transactions, (iii) through the writing of options on shares (whether such
options are listed on an options exchange or otherwise), (iv) a combination of
such methods of sale, at fixed prices which may be changed, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices, (v) in sales directly to purchasers, through
underwriters or agents, or (vi) by any other legally available means.
The Selling Shareholder may effect such transactions by selling Common Stock to
or through broker-dealers, including broker-dealers who may act as
underwriters, and such broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the Selling Shareholder and/or the
purchasers of Common Stock for whom such broker-dealers may act as agent or to
whom they sell as principal, or both (which compensation as to a particular
broker-dealer might be in excess of customary commission). The Selling
Shareholder may also sell Common Stock pursuant to Rule 144 promulgated under
the Securities Act, or may pledge Common Stock as collateral for margin
accounts and such shares of Common Stock could be resold pursuant to the terms
of such accounts. The Selling Shareholder and any brokers and dealers
participating in the distribution of the Common Stock may be deemed to be
"underwriters" as defined in the Securities Act and any profit in the sale of
the Common Stock by the Selling Shareholder and any discounts, commissions or
concessions received by any such broker or dealer may be deemed to be
underwriting commissions under the Securities Act.
At the time a particular offering of shares of Common Stock being
offered hereby is made, to the extent required, a Prospectus Supplement will be
distributed which will set forth the amount of shares of Common Stock being
offered and the terms of the offering, including the purchase price or public
offering price, the name or names of any underwriters, dealers or agents, the
purchase price paid by any underwriter for shares of Common Stock purchased
from the Selling Shareholder, any discounts, commissions and other items
constituting compensation from the Selling Shareholder and any discounts,
commissions or concessions allowed or reallowed or paid to dealers.
In order to comply with the securities laws of certain states, if
applicable, the shares of Common Stock may be sold by the Selling Shareholder
only through registered or licensed brokers or dealers. In addition, in
certain states, the shares of Common Stock may not be sold unless they have
been registered or qualified for sale in such state or an exemption from such
registration or qualification requirement is available and is complied with.
The Company has agreed to pay all costs and expenses incurred in
connection with the registration under the Securities Act of the shares of
Common Stock being offered hereby, including, without limitation, all
registration and filing fees, all fees and expenses of complying with
securities or blue sky laws, all printing expenses, fees and disbursements of
counsel and accountants for the Company and reasonable fees and disbursements
of counsel retained by the Selling Shareholder and the expense of any special
audits required by such registration. The Selling Shareholder will pay any
underwriting discounts and commissions and transfer taxes attributable to the
sale of the shares of Common Stock being offered hereby. The Company also has
agreed to indemnify the Selling Shareholder and each underwriter of a
distribution of the shares of Common Stock being offered hereby, and each
person who controls (within the meaning of the Securities Act) such Selling
Shareholder or such underwriter against certain losses, claims, damages and
liabilities, joint and several, arising under the securities laws in connection
with this Offering. The Selling Shareholder has agreed to indemnify the
Company, its directors and those officers who have signed the Registration
Statement and each person who controls (within the meaning of the Securities
Act) the Company against other losses, claims, damages and liabilities, joint
and several, arising under the securities laws in connection with this Offering
with respect to written information furnished to the Company by such Selling
Shareholder.
There is no assurance that the Selling Shareholder will sell any or
all of the shares of Common Stock being offered hereby.
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<PAGE> 12
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed upon
for the Company by Dechert Price & Rhoads, Philadelphia, Pennsylvania. Minturn
T. Wright, III, of counsel to Dechert Price & Rhoads, is a Director of the
Company and, as of January 28, 1997, beneficially owned 7,186 shares of Common
Stock (including options to purchase 5,100 shares).
EXPERTS
The consolidated financial statements of the Company and its
subsidiaries as of December 31, 1995 and 1994 and for each of the years in the
three year period ended December 31, 1995 have been incorporated herein by
reference and in the Registration Statement in reliance on the report of KPMG
Peat Marwick LLP, independent certified public accountants, and upon the
authority of said firm as experts in auditing and accounting. The report of
KPMG Peat Marwick LLP covering the 1995 financial statements refers to a change
in the method of accounting for the impairment of long-lived assets and for
long-lived assets to be disposed of.
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<PAGE> 13
No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus, and, if given or
made, such information or representations must not be relied upon as having
been authorized. This Prospectus does not constitute an offer to sell or the
solicitation of an offer to buy any securities other than the securities to
which it relates or an offer to sell or the solicitation of an offer to buy
such securities in any circumstances in which such offer or solicitation is
unlawful. Neither the delivery of this Prospectus nor any sale made hereunder
shall, under any circumstances, create any implication that there has been no
change in the affairs of the Company since the date hereof or that the
information contained herein is correct as of any time subsequent to its date.
___________________________
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
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<S> <C>
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE . . . . . . . . . . . . . . . . . . . . . . 2
THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
SELLING SHAREHOLDER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
DESCRIPTION OF CAPITAL STOCK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
</TABLE>
868,258 Shares
PENN VIRGINIA CORPORATION
Common Stock
___________________________________________________
PROSPECTUS
___________________________________________________
January 29, 1997
