<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 29, 1997
REGISTRATION NO. 333-19593
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
PRE-EFFECTIVE
AMENDMENT NO. 1
to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
PENN VIRGINIA CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
VIRGINIA 23-1184320
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
ONE RADNOR CORPORATE CENTER
100 MATSONFORD ROAD, SUITE 200
RADNOR, PA 19087
(610) 687-8900
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
----------------------
BEVERLY COLE MCGUIRE
PENN VIRGINIA CORPORATION
ONE RADNOR CORPORATE CENTER
100 MATSONFORD ROAD, SUITE 200
RADNOR, PA 19087
(610) 687-8900
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF AGENT FOR SERVICE)
----------------------
COPIES TO:
THOMAS A. RALPH, ESQ. DR. JOHANNES TEYSSEN
WILLIAM G. LAWLOR, ESQ. INTERKOHLE BETEILIGUNGSGESELLSCHAFT MBH
DECHERT PRICE & RHOADS TRESCKOWSTRASSE 5
4000 BELL ATLANTIC TOWER 30457 HANNOVER
1717 ARCH STREET FEDERAL REPUBLIC OF GERMANY
PHILADELPHIA, PA 19103-2793 011-49-511-439-2543
(215) 994-4000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: FROM TIME TO
TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
----------------------
IF THE ONLY SECURITIES BEING REGISTERED ON THIS FORM ARE OFFERED PURSUANT TO
DIVIDEND OR INTEREST REINVESTMENT PLANS, PLEASE CHECK THE FOLLOWING BOX. / /
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON A
DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF
1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR
INTEREST REINVESTMENT PLANS, PLEASE CHECK THE FOLLOWING BOX. /X/
IF THIS FORM IS FILED TO REGISTER ADDITIONAL SECURITIES FOR AN OFFERING
PURSUANT TO RULE 462(B) UNDER THE SECURITIES ACT, PLEASE CHECK THE FOLLOWING
BOX AND LIST THE SECURITIES ACT REGISTRATION NUMBER OF THE EARLIER EFFECTIVE
REGISTRATION STATEMENT FOR THE SAME OFFERING. / /
IF THIS FORM IS A POST-EFFECTIVE AMENDMENT FILED PURSUANT TO RULE 462(C) UNDER
THE SECURITIES ACT, CHECK THE FOLLOWING BOX AND LIST THE SECURITIES ACT
REGISTRATION NUMBER OF THE EARLIER EFFECTIVE REGISTRATION STATEMENT FOR THE
SAME OFFERING. / /
IF DELIVERY OF THE PROSPECTUS IS EXPECTED TO BE MADE PURSUANT TO RULE 434,
PLEASE CHECK THE FOLLOWING BOX. / /
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
<PAGE> 2
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> 5
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> 8
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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<PAGE> 9
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.
-8-
<PAGE> 10
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.
-9-
<PAGE> 11
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.
-10-
<PAGE> 12
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
----
<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
<PAGE> 13
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The expenses payable in connection with the distribution of the
securities being offered hereby are estimated* as follows:
<TABLE>
<S> <C>
SEC Filing Fee: . . . . . . . . . . . . . . . . . . . . $ 13,061
Accounting fees and expenses: . . . . . . . . . . . . . $ 40,000
Legal fees and expenses: . . . . . . . . . . . . . . . . $ 35,000
Printing fees: . . . . . . . . . . . . . . . . . . . . . $ 7,500
Miscellaneous: . . . . . . . . . . . . . . . . . . . . . $ 4,439
--------
TOTAL $100,000
========
- --------------
* All items estimated except for SEC filing fee.
</TABLE>
All of the above expenses will be borne by the Company.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under the VSCA, corporations are required to indemnify a director or
officer who entirely prevails in the defense of any proceeding to which he or
she was a party because he or she is or was a director or officer of the
Company against reasonable expenses incurred in connection with the proceeding.
In addition, the VSCA permits corporations to further indemnify a director or
officer in civil or criminal actions if such director or officer (i) acted in
good faith, (ii) believed his or her conduct was in or not opposed to the best
interest of the corporation and (iii) in the case of criminal actions, had no
reasonable cause to believe that the conduct was unlawful. This power to
indemnify does not extend, however, to actions wherein the director or officer
was adjudged to be liable to the corporation or to have received improper
personal benefit from his or her conduct, or where the director or officer
engaged in willful misconduct or a knowing violation of the law. Section
13.1-692.1 of the VSCA also provides for a monetary limitation or elimination
of liability of corporate officers and directors. In any proceeding brought by
or in the right of a corporation or shareholders, the liability of a
corporation's officers and directors may be limited or eliminated if so
provided in the corporation's articles of incorporation or, if approved by the
shareholders, in the corporation's bylaws. This limitation or elimination
shall not apply, however, if the director or officer engaged in willful
misconduct or a knowing violation of the criminal law or any federal or state
securities law, including, without limitation, unlawful insider trading or
manipulation of the market for any security.
The Company's Bylaws provide that 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 Company, by reason of the fact that the person is
or was a director or officer of the Company (or a predecessor corporation
absorbed in a merger or other transaction), or while serving as a director or
officer, is or was serving at the request of the Company 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 attorneys' fees), judgments, fines, penalties and
settlement amounts incurred by such person in connection with such action, suit
or proceeding. The Company's Bylaws permit the above indemnification only to
the extent that (i) such person is not otherwise indemnified, (ii) such person
has not improperly received a personal benefit, and (iii) the liability did not
result from such person's gross negligence or willful misconduct. The Company
has purchased directors and officers' liability insurance covering certain
liabilities which may be incurred by the officers and directors of the Company
in connection with the performance of their duties.
II-1
<PAGE> 14
ITEM 16. EXHIBITS
The Exhibit Index appearing on page II-5 is hereby incorporated by
reference.
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(a) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(b) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
(c) To include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement of any material change to such
information in the registration statement;
Provided, however, that paragraphs (a) and (b) above do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3, and
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(4) For purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be governed
by the final adjudication of such issue.
II-2
<PAGE> 15
(6)(a) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of
prospectus filed as part of this registration statement in reliance
upon Rule 430A and contained in a form of prospectus filed by the
registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the
Securities Act shall be deemed to be a part of this registration
statement as of the time is was declared effective.
(b) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a
form of prospectus shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Philadelphia, Commonwealth of Pennsylvania, on
January 29, 1997.
PENN VIRGINIA CORPORATION
By: /s/ A. James Dearlove
-----------------------
Name: A. James Dearlove
Title: President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities listed below on January 29, 1997.
<TABLE>
<CAPTION>
Signatures Title
- ---------- -----
<S> <C>
* President, Chief Executive Officer and Director
- ------------------------------ (Principal Executive Officer)
A. James Dearlove
* Vice President and Chief Financial Officer
- ------------------------------ (Principal Financial Officer)
Steven W. Tholen
* Controller (Principal Accounting Officer)
- ------------------------------
Ann N. Horton
</TABLE>
II-3
<PAGE> 16
<TABLE>
<S> <C>
* Chairman of the Board
- ------------------------------
Lennox K. Black
* Director
- ------------------------------
John D. Cadigan
* Director
- ------------------------------
Hans-Albert Oppenborn
* Director
- ------------------------------
John A.H. Shober
* Director
- ------------------------------
Johannes Teyssen
* Director
- ------------------------------
Frederick C. Witsell, Jr.
* Director
- -----------------------------
Minturn T. Wright, III
* By: /s/ A. James Dearlove
-----------------------
A. James Dearlove
Attorney-in-Fact
</TABLE>
II-4
<PAGE> 17
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
<S> <C>
1.1 Form of Letter Agreement between the Registrant and
Morgan Stanley & Co. Incorporated.
4.1 Amended and Restated Articles of Incorporation of the Company
(incorporated by reference to Exhibit 4(a) to the Company's
Registration Statement on Form S-8 filed with the Securities and
Exchange Commission on May 13, 1991 (Registration No. 33-40430))
4.2 Amended Bylaws of the Company (incorporated by reference to the
Company's Annual Report on Form 10-K for the year ended December 31,
1995 (Commission File No. 0-753))
5.1 Opinion of Dechert Price & Rhoads
15.1 "Awareness Letter" of KPMG Peat Marwick LLP
23.1 Consent of Dechert Price & Rhoads (included in Exhibit 5.1)
23.2 Consent of KPMG Peat Marwick LLP
24.1 Powers of Attorney**
99.1 Exchange Agreement dated May 31, 1989, between the Selling Shareholder
and the Company (incorporated by reference to Exhibit C to the Selling
Shareholder's Statement on Schedule 13D filed with the Securities and
Exchange Commission on July 17, 1989 (Commission File No. 5-12730)).
99.1.1 Stock Purchase Agreement dated as of December 13, 1989, between the
Selling Shareholder and the Company, containing also an Amendment to
the Exchange Agreement (incorporated by reference to Exhibit F to the
Selling Shareholder's Amendment No. 1 to the Statement on Schedule 13D
filed with the Securities and Exchange Commission on January 10,
1990 (Commission File No. 5-12730)).
99.1.2 Amendment to the Exchange Agreement dated May 4, 1990, between the
Selling Shareholder and the Company (incorporated by reference to
Exhibit A to the Selling Shareholder's Amendment No. 2 to the
Statement on Schedule 13D filed with the Securities and Exchange
Commission on July 9, 1990 (Commission File No. 5-12730)).
99.2 Stockholders' Agreement dated as of May 31, 1989, between the Selling
Shareholder and Mr. E.B. Leisenring, Jr. (incorporated by reference to
Exhibit D to the Selling Shareholder's Statement on Schedule 13D filed
with the Securities and Exchange Commission on July 17, 1989
(Commission File No. 5-12730)).
- ------------------
** Previously filed.
</TABLE>
II-5
<PAGE> 1
EXHIBIT 1.1
January ___, 1997
Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
Ladies and Gentlemen:
Interkohle Beteiligungsgesellschaft mbH (the "Selling Shareholder")
proposes to sell shares of common stock, par value $6.25 per share (the
"Shares"), of Penn Virginia Corporation (the "Company"). The Company has filed
with the Securities and Exchange Commission (the "Commission") a registration
statement (File No. 333-19593), including a prospectus, relating to the Shares.
The registration statement as amended at the time of the first sale of shares by
the Selling Shareholder is hereinafter referred to as the "Registration
Statement." The term "Prospectus" means the prospectus relating to the Shares in
the form in which it appears in the Registration Statement together with any
prospectus supplement or supplements specifically relating to Shares, as filed
with, or transmitted for filing to, the Commission pursuant to Rule 424. As used
herein, the term Prospectus shall include the documents, if any, incorporated by
reference therein. The terms "supplement," "amendment" and "amend" as used
herein shall include all documents deemed to be incorporated by reference in the
Prospectus that are filed by the Company with the Commission pursuant to the
Securities Exchange Act of 1934, as amended, subsequent to the date of the
prospectus in the form in which it appears in the Registration Statement.
We understand that you may purchase or arrange for the purchase by
others of some or all of the Shares on such terms and conditions as may be
agreed upon by you, the Company and the Selling Shareholder.
In consideration of your services in connection with the sale of the
Shares by the Selling Shareholder, the Company agrees to indemnify and hold
harmless you and each person, if any, who controls you within the meaning of
either Section 15 of the Securities Act of 1933, as amended (the "Securities
Act"), or Section 20 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), from and against any and all losses, claims,
<PAGE> 2
damages and liabilities (including, without limitation, any legal or other
expenses reasonably incurred by you or any such controlling person in connection
with defending or investigating any such action or claim) arising out of any
untrue statement or alleged untrue statement of a material fact contained in the
Registration Statement or any amendment thereof, any preliminary prospectus or
the Prospectus (as amended or supplemented if the Company shall have furnished
any amendments or supplements thereto), or arising out of any omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, except insofar as
such losses, claims, damages or liabilities arise out of any such untrue
statement or omission or alleged untrue statement or omission based upon
information relating to you furnished to the Company in writing by you expressly
for use therein; provided that the foregoing indemnity agreement with respect to
any preliminary prospectus shall not inure to your benefit, or to the benefit of
any person who controls you, if a copy of the Prospectus (as then amended or
supplemented if the Company shall have furnished any amendments or supplements
thereto) was not sent or given by or on behalf of you to such person if required
by law to have been delivered, at or prior to the written confirmation of the
sale of the Shares to such person, and if the Prospectus (as so amended or
supplemented) would have cured the defect giving rise to such losses, claims,
damages or liabilities.
You agree to indemnify and hold harmless the Company, the directors of
the Company, the officers of the Company who sign the Registration Statement and
each person, if any, who controls the Company within the meaning of either
Section 15 of the Securities Act or Section 20 of the Exchange Act to the same
extent as the foregoing indemnity from the Company to you, but only with
reference to information relating to you furnished to the Company in writing by
you expressly for use in the Registration Statement, any preliminary prospectus,
the Prospectus or any amendments or supplements thereto.
In case any proceeding (including any governmental investigation) shall
be instituted involving any person in respect of which indemnity may be sought
pursuant hereto, such person (the "indemnified party") shall promptly notify the
person against whom such indemnity may be sought (the "indemnifying party") in
writing and the indemnifying party may in its discretion, and upon request of
the indemnified party shall, retain counsel reasonably satisfactory to the
indemnified party (who shall not, except with the consent of the indemnified
party, be counsel to the indemnifying party) to represent the indemnified party
and any others the indemnifying party may designate in such proceeding and shall
pay the fees and disbursements of such counsel related to such proceeding. It is
understood that the indemnifying party shall not, in respect of the legal
expenses of any indemnified party in connection with any proceeding or related
proceedings in the same jurisdiction, be liable for the fees and expenses of
more than one separate firm (in addition to any local counsel) for all such
indemnified parties and that all such fees and expenses shall be reimbursed as
they are incurred. The indemnifying party shall not be liable for any settlement
of any proceeding effected without its written consent, but if settled with such
consent or if there be a final judgment for the plaintiff, the indemnifying
party agrees to indemnify the indemnified party from and against any loss or
liability by reason of such settlement or judgment. No indemnifying party shall,
without the prior written consent of the indemnified party, effect any
settlement of any pending or threatened proceeding in respect of which any
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party, unless such settlement includes an
unconditional release of such indemnified party from all liability on claims
that are the subject matter of such proceeding.
2
<PAGE> 3
If the indemnification provided for in the second paragraph of this
agreement is unavailable to an indemnified party or insufficient in respect of
any losses, claims, damages or liabilities referred to therein in connection
with any sale of Shares, then each indemnifying party shall contribute to the
amount paid or payable by such indemnified party as a result of such losses,
claims, damages or liabilities (i) in such proportion as is appropriate to
reflect the relative benefits received by the indemnifying party on the one hand
and the indemnified party or parties on the other hand from the sale of such
Shares or (ii) if the allocation provided by clause (i) above is not permitted
by applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause (i) above but also the relative fault of
the indemnifying party on the one hand and of the indemnified party or parties
on the other hand in connection with the statements or omissions that resulted
in such losses, claims, damages or liabilities, as well as any other relevant
equitable considerations. The relative benefits received by the Company on the
one hand and you on the other hand in connection with the sale of such Shares
shall be deemed to be in the same respective proportions as (a) the net proceeds
from the sale of such Shares (before deducting expenses) received by the Selling
Shareholder bear to (b) the commission, underwriting discount or other amount,
if any, paid to you in connection with the sale of such Shares. The relative
fault of the Company on the one hand and you on the other hand shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Company or the Selling
Shareholder on the one hand or you on the other hand and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission.
The Company and you agree that it would not be just or equitable if
contribution pursuant to this agreement were determined by pro rata allocation
or by any other method of allocation that does not take account of the equitable
considerations referred to in the immediately preceding paragraph. The amount
paid or payable by an indemnified party as a result of the losses, claims,
damages and liabilities referred to in the immediately preceding paragraph shall
be deemed to include, subject to the limitations set forth above, any legal or
other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding any other
provisions of this agreement, you shall in no event be required to contribute
any amount in excess of the amount by which (a) the total sale price of the
Shares referred to in the immediately preceding paragraph as to which you have
provided services in connection with sales by the Selling Shareholder exceeds
(b) the amount of any damages that you have otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation. The remedies
provided for in this agreement are not exclusive and shall not limit any rights
or remedies which may otherwise be available to any indemnified party at law or
in equity.
3
<PAGE> 4
The Company represents and warrants to you, as of the date of
effectiveness of the Registration Statement and as of the date of any offer or
sale of the Shares by the Selling Shareholder effected by or through you, that:
(a) The Registration Statement has become effective, no stop order
suspending the effectiveness of the Registration Statement is in effect, and no
proceedings for such purpose are pending before or, to our knowledge, threatened
by the Commission.
(b) (i) Each part of the Registration Statement, when such part became
effective, did not contain and each such part, as amended or supplemented, if
applicable, will not contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading, (ii) the Registration Statement and the
Prospectus comply and, as amended or supplemented, if applicable, will comply in
all material respects with the Securities Act and the applicable rules and
regulations of the Commission thereunder and (iii) the Prospectus does not
contain and, as amended or supplemented, if applicable, will not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements therein, in the light of the circumstances under which
they were made, not misleading, except that the representations and warranties
set forth in this paragraph (b) do not apply to statements in or omissions from
the Registration Statement or the Prospectus based upon information relating to
you furnished to the Company in writing by you expressly for use therein.
The provisions of this agreement shall remain in full force and effect
regardless of any termination or modification of, or the completion of, your
services in connection with the sale of the Shares.
This agreement may be signed in two or more counterparts, each of which
shall be an original, with the same effect as is the signatures thereto and
hereto were upon the same instrument.
4
<PAGE> 5
This agreement shall be governed by and construed in accordance with
the internal laws of the State of New York.
Very truly yours,
PENN VIRGINIA CORPORATION
By
-------------------------
Agreed and accepted:
MORGAN STANLEY & CO. INCORPORATED
By
-----------------------------
5
<PAGE> 1
[LETTERHEAD OF DECHERT PRICE & RHOADS]
January 29,1997
Board of Directors
Penn Virginia Corporation
One Radnor Corporate Center
Suite 200
100 Matsonford Road
Radnor, PA 19087
Dear Gentlemen:
We have acted as counsel to Penn Virginia Corporation, a Virginia
corporation (the "Company"), in connection with the filing by the Company of
its Registration Statement (No. 333-19593) on Form S-3 (the "Registration
Statement"), with the Securities and Exchange Commission under the Securities
Act of 1933, as amended (the "Securities Act").
The Registration Statement relates to the offering of up to 868,258
shares of the Company's common stock, par value $6.25 per share (the "Shares"),
by Interkohle Beteiligungsgesellschaft mbH, a corporation organized under the
laws of the Federal Republic of Germany (the "Selling Shareholder").
We have examined such records and documents as we have deemed necessary
in order to enable us to express the opinion set forth below.
In our examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals and the
conformity to authentic original documents of all documents submitted to us as
copies.
Upon the basis of the foregoing, we are of the opinion that the Shares
to be sold by the Selling Shareholder pursuant to the Registration Statement
have been duly authorized and validly issued and are fully paid and
nonassessable.
The opinion expressed herein is rendered solely for your benefit in
connection with the transaction contemplated herein. The opinion expressed
herein may not be used or relied on by any other person, nor may this letter or
any copes thereof be furnished to a third party, filed with a government
agency, quoted, cited or otherwise referred to without our prior written
consent, except as noted below.
We hereby consent to the filing of this opinion letter as Exhibit 5.1
to the Registration Statement and to the reference to this opinion letter under
the caption "Legal Matters" in the prospectus forming a part of the
Registration Statement. In giving such consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act.
Very truly yours,
/s/DECHERT PRICE & RHOADS
<PAGE> 1
Exhibit 15.1
January 29, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Ladies and Gentlemen:
We acknowledge our awareness of the incorporation by reference and use in this
Registration Statement of our reports dated May 13, 1996 and August 13, 1996
related to our review of unaudited interim financial information.
Pursuant to Rule 436(c) under the Securities Act, such reports are not
considered a part of a registration statement prepared or certified by an
accountant, or a report prepared or certified by an accountant, within the
meaning of Sections 7 and 11 of that Act.
Very truly yours,
/s/ KPMG Peat Marwick LLP
<PAGE> 1
Exhibit 23.2
Consent of Independent Accountants
The Board of Directors
Penn Virginia Corporation
We consent to the use of our report dated February 21, 1996
incorporated herein by reference to the 1995 annual report on Form 10-K of Penn
Virginia Corporation and to the reference to our firm under the heading
"Experts" in the prospectus.
Our report refers to a change in 1995 in the method of accounting for
the impairment of long-lived assets and for long-lived assets to be disposed
of.
KPMG Peat Marwick LLP
Philadelphia, PA
January 29, 1997
