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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)*
of
Tweedy, Browne Company LLC
Under the Securities Exchange Act of 1934
PENN VIRGINIA CORPORATION
(Name of Issuer)
Common Stock, $6.25 par value
(Title of Class of Securities)
707882106
(CUSIP Number)
John D. Spears
52 Vanderbilt Avenue
New York, New York 10017
(212) 916-0600
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
UPON EXAMINATION
OF THE ISSUER'S LATEST
FILING ON FORM 10Q FOR THE PERIOD
ENDED MARCH 31, 1998
(Date of Event which Required Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is paid with the statement [ ]. (A fee is not
required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act,
but shall be subject to all the provisions of the Act (however, see the Notes).
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SCHEDULE 13D
CUSIP NO. 707882106 Page _____ of ______ Pages
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE PERSON
Tweedy, Browne Company LLC ("TBC")
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
00
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5. CHECK BOX IF DISCLOPSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(E) [ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. SOLE VOTING POWER TBC has sole voting power with
respect to 412,788 shares held in certain TBC
NUMBER OF Accounts (as hereinafter defined). Additionally,
certain of the general partners of TBC may be deemed
SHARES to have sole power to vote certain shares as more
fully set forth herein.
BENEFICIALLY ---------------------------------------------------------------
8. SHARED VOTING POWER
OWNED BY
0 shares
EACH ---------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
REPORTING 0 shares, except that certain of the general partners
of TBC may be deemed to have sole power to dispose of
PERSON certain shares as more fully set forth herein.
---------------------------------------------------------------
WITH 10. SHARED DISPOSITIVE POWER
428,502 shares held in accounts of TBC
(as hereinafter defined)
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
428,502 shares
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* /X/
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW(11)
4.80%
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14. TYPE OF REPORTING PERSON*
BD, IA & 00
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
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PRELIMINARY NOTE
The person filing this Amendment No. 1 is (i) Tweedy, Browne Company LLC
("TBC"), a Delaware limited liability company. This Amendment No. 1 amends a
Statement on Schedule 13D filed by TBC and dated April 22, 1997 ( the
"Statement"). The filing of this Amendment No. 1 should not be deemed an
admission that TBC comprises a group within the meaning of Section 13(d) (3) of
the Securities and Exchange Act of 1934, as amended (the "Act").
Tweedy, Browne Company L.P., a Delaware limited partnership (the
"Partnership") and its general partners entered into a definitive agreement,
pursuant to which the Partnership converted to Tweedy, Browne Company LLC (the
"Company"), a Delaware limited liability company, and AMG/TBC Holdings, Inc.
("Holdings"), a Delaware corporation and wholly owned subsidiary of Affiliated
Managers Group, Inc. (a Boston-based holding company, the business address of
which is Two International Place, Boston, Massachusetts 02110), acquired a
majority interest in the Company on October 9, 1997. The members of TBC are
Christopher H. Browne, William H. Browne, John D. Spears, Thomas H. Shrager,
Robert Q. Wyckoff, Jr. and Holdings (the "Members").
This Amendment No. 1 relates to the Common Stock, $6.25 par value (the
"Common Stock"), of Penn Virginia Corporation (the "Company"), which, to the
best knowledge of the person filing this Amendment No. 1, is a company organized
under the laws of Virginia, with its principal executive offices at One Radnor
Corporate Center, Suite 200, 100 Matsonford Road, Radnor, PA 19087.
This Amendment No. 1 contains information regarding shares of Common Stock
that may be deemed to be beneficially owned by TBC. Such shares are held in the
accounts of various customers of TBC, with respect to which it has obtained sole
or shared voting power.
This Amendment No. 1 is being filed because the filing person is no longer
subject to the reporting requirements of Section 13(d)(3) of the Securities
Exchange Act (the "Act") as a result of the disposition of its shares of Common
Stock in open market transactions.
Other than as set forth below, to the best knowledge of TBC, there has been
no material change in the information set forth in response to Items 1,2,3,4,6
and 7 of the Statement, as amended. Accordingly, those Items are omitted from
this Amendment No. 1.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the date hereof, TBC may be deemed to be the beneficial owner of
an aggregate of 428,502 shares of Common Stock, which constitutes approximately
4.80% of the 8,921,666 shares of Common Stock which TBC believes to be the total
number of shares of Common Stock outstanding. The TBC Shares are held in the TBC
Accounts.
TBC disclaims that it is the beneficial owner of any of the shares of
Common Stock held in the TBC Accounts. The aggregate number of shares of Common
Stock with respect to which TBC could be deemed to be the beneficial owner as of
the date hereof, is 428,502 shares, which constitutes approximately 4.80% of the
8,921,666 shares of Common Stock, which the filing person believes to be the
total number of shares of Common Stock outstanding, but nothing contained herein
shall be construed as an admission that TBC is the beneficial owner of any of
the TBC Shares.
The aggregate number of shares and percentage of Common Stock with respect
to which each of the Members may be deemed to be the beneficial owner by reason
of his being a member of TBC, is 428,502 shares, which constitutes approximately
4.80% of the 8,921,666 shares of Common Stock outstanding.
Except as described herein, to the best knowledge of TBC , no person who
may be deemed to comprise a group with any of TBC, or any other person named in
Item 2 of the Statement, beneficially owns any shares of Common Stock.
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(b) TBC has investment discretion with respect to 428,502 shares of Common
Stock held by the TBC Accounts and has sole power to dispose or direct the
disposition of all of such shares. Of these shares of Common Stock, TBC has sole
power to vote or to direct the voting of 412,788 shares of Common Stock held in
certain TBC Accounts.
Each of the Members of TBC, solely by reason of their positions as such,
may be deemed to have (i) shared power to dispose of or to direct the
disposition of all of the shares of Common Stock held in the TBC Accounts; and
(ii) shared power to vote or direct the vote of 412,788 shares of Common Stock
held in certain TBC Accounts.
(c) During the sixty-day period ended as of the date hereof, transactions
in Common Stock effected by TBC are set forth below:
<TABLE>
<CAPTION>
REPORTING NO. OF SHARES PRICE
PERSON DATE SOLD PER SHARE
<S> <C> <C> <C>
TBC Accounts 04/20/98 2,090 $29 1/8
</TABLE>
(d) To the best knowledge of TBC, each of the persons maintaining an
account with TBC has the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the shares of Common Stock
held in said person's TBC Account.
(e) TBC ceased to be the beneficial owner of more than 5% of the Common
Stock on April 20, 1998.
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SIGNATURE
Tweedy, Browne Company LLC, after reasonable inquiry and to the best of its
knowledge and belief, hereby certifies that the information set forth in this
Statement is true, complete and correct.
TWEEDY, BROWNE COMPANY LLC
By /s/ Christopher H. Browne
_______________________________
Christopher H. Browne
Member
Dated: June 5, 1998
