EXHIBIT 3.1
ARTICLE 1. The name of the corporation is Penn Virginia
Corporation.
ARTICLE 2. The purposes for which the corporation is organized
are to do any one or more of the following:
(a) buy, sell, own, lease, process, refine and otherwise deal
in and with coal, oil, gas, timber and minerals and in the lands,
leases and other property related to any of them;
(b) buy, sell, make, process and otherwise deal in and with
property of any kind and description, for its own account or for
the account of others; and render services of every kind and
description; and
(c) engage in any other business or activity not prohibited
by law or required to be stated in the Articles of Incorporation.
ARTICLE 3. The number of directors, not less than three, shall be
fixed by the bylaws, and in the absence of a bylaw fixing the
number, the number shall be 11.
ARTICLE 4. Stockholders shall not have pre-emptive or other
rights to subscribe for, purchase or receive any proportionate
share of the unissued stock of the corporation.
ARTICLE 5. The corporation shall have perpetual existence.
ARTICLE 6. The aggregate number of shares which the corporation
has authority to issue is 16,100,000 shares, divided into two
classes consisting of 100,000 shares of Preferred Stock of the par
value of $100 per share (herinafter called "Preferred Stock") and
16,100,000 shares of Common Stock of the par value of $6.25 per
share (hereinafter called "Common Stock").
The following is a description of each class of shares, and a
statement of the preferences, qualifications, limitations,
restrictions and the special or relative rights granted to or
imposed upon them (except those which the board of directors is
authorized to fix as hereinafter provided):
A. PREFERRED STOCK
(a)Issue in Series. The shares of Preferred Stock from time
to time may be divided into and issued herein and in the
resolution of the board of directors providing for the issue. All
shares of any one series of Preferred Stock shall be identical,
and all series of Preferred Stock shall rank equally and be
identical except as permitted hereunder.
(b)Creation of Series. The board of directors of the
corporation shall have the authority by resolution to divide the
Preferred Stock into one or more series, and to fix and determine
with respect to each series (i) the rate of dividend, the time of
payment and the dates from which dividends shall be cumulative,
and the extent of participation rights, if any; (ii) any right to
vote with holders of the shares of any other series or class and
any right to vote as a class, either generally or as a condition
to specified corporate action; (iii) the price at and the terms
and conditions on which shares may be redeemed; (iv) the amounts
payable upon shares in the event of voluntary or involuntary
liquidation; (v) sinking fund provisions for the redemption or
purchase of shares; and (vi) the terms and conditions on which
shares may be converted, if the shares of any series are issued
with the privilege of conversion.
1. COMMON STOCK
(c)Dividends. Holders of Common Stock shall be entitled
to receive such dividends as may be declared by the board of
directors, except that the corporation will not declare, pay
or set apart for any dividend on shares of Common Stock
(other than dividends payable in Common Stock), or directly
or indirectly make any distribution on, redeem, purchase or
otherwise acquire any such shares, if at the time of such
action the corporation is in default with respect to any
dividend payable on or any sinking or purchase fund
requirement relating to shares of Preferred Stock.
(d)Distribution of Assets. In the event of the voluntary or
involuntary liquidation of the corporation, holders of Common
Stock shall be entitled to receive pro rata all of the remaining
assets of the corporation available for distribution to its
stockholders after all amounts to which the holders of Preferred
Stock are entitled have been paid or set aside in cash for
payment.
ARTICLE 7. CERTAIN SIGNIFICANT TRANSACTIONS.
Section 1.Higher Vote for Certain Significant Transactions.
A.Higher Vote for Certain Significant Transactions.
In addition to any affirmative vote required by law or these
Articles of Incorporation, except as otherwise expressly provided
in Section 2 of the Article 7:
(i)any merger or consolidation of the corporation or any Subsidiary
(as hereinafter defined) with (a) any Related Person (as
hereinafter defined), or (b) any other corporation
(whether or not itself a Related Person) which is, or
after such merger or consolidation would be, an
Affiliate (as hereinafter defined) of a Related Person;
or
(ii)any sale, lease, exchange, mortgage, pledge, transfer or
other disposition (in one transaction or a series of
transactions)to or with any Related Person or any Affiliate
of any Related Person of any assets of the corporation or any
Subsidiary having an aggregate Fair Market Value (as
hereinafter defined) of $1,000,000 or more; or
(iii)the issuance or transfer by the corporation or any
Subsidiary (in one transaction or a series of transactions)
of any securities of the corporation or any Related Person or
any Affiliate of any Related Person in exchange for cash,
securities or other property ( or a combination thereof)
having an aggregate Fair Market Value of $1,000,000 or more;
or
(iv)the purchase by the corporation or any Subsidiary (in one
transaction or a series of transactions within a two-year
period) of any outstanding shares of capital stock of the
corporation which entitle the holder thereof to vote
generally in the election of directors (the "Voting Stock")
in exchange for cash, securities or other property (or a
combination thereof) having an aggregate Fair Market Value of
$1,000,000 or more; or
(v)the adoption of any plan or proposal for the liquidation
(partial or complete) or dissolution of the corporation
proposed by or on behalf of a Related Person or any Affiliate
of any Related Person; or
(vi)any reclassification of securities (including any reverse
stock split), or recapitalization of the corporation, or any
merger or consolidation of the corporation with any of its
Subsidiaries or any other transactions (whether or not with
or into or otherwise involving a Related Person) which has
the effect, directly or indirectly, of increasing the
proportionate share of the outstanding shares of any class of
equity or convertible securities of the corporation or any
Subsidiary which is directly or indirectly owned by any
Related Person or any Affiliate of any Related Person;
shall require the affirmative vote of the holders of at least
90% of the voting power of the then outstanding shares of
Voting Stock, voting together as a single class. Such
affirmative vote shall be required notwithstanding the fact
that no vote may be required, or that a lesser percentage may
be specified, by law or in any agreement with any national
securities exchange or otherwise.
B. Definition of "Significant Transaction." The term
"Significant Transaction" as used in this Article 7 shall
mean any transaction which is referred to in any one or more
of clauses (i) through (vi) of paragraph A of this Section 1.
Section 2. When Higher Vote is Not Required.
The provisions of Section 1 of this Article 7 shall not be
applicable to any particular Significant Transaction, and
such Significant Transaction shall require only such
affirmative vote as is required by law, the Bylaws of the
corporation, and any other provision of these Articles of
Incorporation, if all of the conditions specified in either
of the following paragraphs A and B are met:
A.Approval by Continuing Directors. The Significant
Transaction shall have been approved by a majority of the
Continuing Directors (as hereinafter defined) the in office.
B.Price and Procedure Requirements. All of the
following conditions shall have been met:
(i)The aggregate amount of the cash and the Fair Market
Value as of the date of the consummation of the Significant
Transaction of consideration other than cash to be received
per share by holders of the Company's Common Stock in such
Significant Transaction shall be at least equal to the
highest of the following:
(a)(if applicable)the
highest per share price (including any brokerage
commissions, transfer taxes and soliciting dealers'
fees)paid by the Related Person for any shares of
Common Stock acquired by it (a)within the two-year
period immediately prior to the first public
announcement of the proposal of the Significant
Transaction (the "Announcement Date") or (b)in the
transaction in which it became a Related Person,
whichever is higher;
(b)the Fair Market Value per share of Common Stock on
the Announcement Date or on the date on which the
Related Person became a Related Person (such latter
date is referred to in this Article 7 as the
"Determination Date"), whichever is higher;
(c)the earnings per
share of Common Stock for the four full consecutive
fiscal quarters immediately preceding the Announcement
Date as to which financial results have been published
by the corporation, multiplied by the then highest
price/earnings multiple (if any) of such Related Person
or any of its Affiliates as customarily computed and
reported in the financial community;
(d)(if applicable)the price per share equal to the Fair
Market Value per share of Common Stock determined
pursuant to paragraph (B)(I)(b) of this Section 2,
multiplied by a fraction the numerator of which is the
highest per share price (including any brokerage
commissions, transfer taxes and soliciting dealers'
fees)paid by the Related Person for any shares of
Common Stock acquired by it within the two-year period
immediately prior to the Announcement Date and the
denominator of which is the Fair Market Value per share
of Common Stock on the first day in such two-year
period upon which the Related Person acquired any
shares of Common Stock; and
(e)the highest Fair Market Value per share of Common
Stock in the one-year period immediately prior to the
Announcement Date.
(ii)The consideration to be received by the holders of
Common Stock in such Significant Transaction shall be
either cash or the same type of consideration used by
the Related Person in acquiring the largest portion of
its holdings of Common Stock prior to the Announcement
Date.
(iii)After such Related Person has become a Related
Person, and prior to the consummation of such
Significant Transaction: (a) there shall have been (1)
no reduction in the annual rate of dividends paid on
the Common Stock (except as necessary to reflect any
subdivision of the Common Stock), except as approved by
a majority of the Continuing Directors, and (2) and
increase in such annual rate of dividends as necessary
to reflect any reclassification (including any reverse
stock split), recapitalization, reorganization or other
similar corporate transactions which has the effect of
reducing the number of outstanding shares of Common
Stock, unless the failure to so increase the annual
rate is approved by a majority of the Continuing
Directors; and (b) such Related Person shall not have
become the beneficial owner of any additional shares of
Voting Stock except as part of the transaction which
results in such Related Person becoming a Related
Person.
(iv)After such Related Person has become a Related
Person, such Related Person shall not have received the
benefit, directly or indirectly (except proportionately
as a shareholder of the corporation), of any loans,
advances, guarantees, pledges or other financial
assistance or any tax credits or other tax advantages
provided by the Corporation, whether in anticipation of
or in connection with such Significant Transaction or
otherwise.
(v)A proxy or information statement describing the
proposed Significant Transaction and complying with the
requirements of the Securities Exchange Act of 1934 and
the rules and regulations thereunder (or any subsequent
provisions replacing such Act, rules or regulations)
shall be mailed to public shareholders of the
corporation at least 30 days prior to the consummation
of such Significant Transaction (whether or not such
proxy or information statement is required to be mailed
pursuant to such Act or subsequent provisions).
SECTION 3. Certain Definitions.
For the purposes of this Article 7:
A. A "person" shall mean any individual, firm,
corporation or other entity.
B. "Related Person" shall mean any person (other than
the corporation or any Subsidiary) who or which:
(i)is the beneficial owner, directly or indirectly, of
more than 10% of the voting power of outstanding Voting
Stock; or
(ii)is an Affiliate of the corporation and at any time
within the two-year period immediately prior to the date
in question was the beneficial owner, directly or
indirectly, of 10% or more of the voting power of the
then outstanding Voting Stock;
(iii)is an assignee of or has otherwise succeeded to any
shares of Voting Stock which were at any time within the
two-year period prior to the date in question
beneficially owned by any Related Person, if such
assignment shall have occurred in the course of a
transaction or series of transactions not involving a
public offering within the meaning of the Securities Act
of 1933.
If two or more persons shall at any time be "Related
Persons," each Related Person whose involvement in a
transaction causes it to be a Significant Transaction shall
be treated as: (i)"the Related Person" for purposes of the
application of the price and procedure requirements of
paragraph B of section 2 of this Article 7 to such
Significant Transaction, and (ii) as "the Related Person in
question" for purposes of determining whether a person is a
Continuing Director with respect to such Significant
Transaction.
C.A person shall be a "beneficial owner" of any Voting Stock:
(i)which such person or any of its Affiliates or
Associates (as hereinafter defined) beneficially owns,
directly or indirectly, or
(ii)which such person or any of its Affiliates or
Associates has (a) the right to acquire (whether such a
right is exercisable immediately or only after the
passage of time),pursuant to any agreement, arrangement
or understanding or upon the exercise of conversion
rights, exchange rights, warrants or options, or
otherwise, or (b) the right to vote pursuant to any
agreement, arrangement or understanding; or
(iii)which are beneficially owned, directly or
indirectly, by any other person with which such person
or any of its Affiliates or Associates has any
agreement, arrangement or understanding for the purpose
of acquiring, holding, voting or disposing of any shares
of Voting Stock.
D.For the purposes of determining whether a person is a
Related Person pursuant to paragraph B of the section 3, the
number of shares of Voting Stock deemed to be outstanding
shall include shares deemed owned by such person through
application of paragraph C of this Section 3 but shall not
include any other shares of Voting Stock which may be
issuable pursuant to any agreement, arrangement or
understanding, or upon exercise of conversion rights,
warrants or options, or otherwise.
E."Affiliate" or "Associate" shall have the respective
meanings ascribed to such terms in Rule 12b-2 of the General
Rules and Regulations under the Securities Exchange Act of
1934, as in effect on March 21, 1984.
F."Subsidiary" means any corporation of which a majority
of any class of equity security is owned, directly or
indirectly, by the corporation; provided, however, that for
the purposes of the definition of Related Person set forth in
paragraph B of this Section 3, the term "Subsidiary" shall
mean only a corporation of which a majority of each class of
equity security is owned, directly or indirectly, by the
corporation.
G."Continuing Director" means (i) any person who was a
member of the Board of Directors of the Company (the "Board")
as of May 1, 1984, or (ii) any member of the Board who is not
affiliated with the Related Person in question and was a
member of the Board prior to the time that the Related Person
in question became a Related Person, or (iii) a successor of
a Continuing Director who is unaffiliated with the Related
Person in question and is recommended to succeed a Continuing
Director by a majority of Continuing Directors then on the
Board.
H."Fair Market Value" means: (i) in the case of stock,
the highest closing sale price during the 30-day period
immediately preceding the date in question of a share of such
stock on the Composite Tape for New York Stock
Exchange-Listed Stocks, or if such stock is not quoted on the
Composite Tape, on the New York Stock Exchange, or if such
stock is not listed on such Exchange, on the principal United
States securities exchange registered undeer the Securities
Exchange Act of 1934 on which such stock is listed, or, if
such stock is not listed on any such property on the date in
question as determined by the Board in good faith exchange,
the highest closing bid quotation with respect to a share of
such stock during the 30-day preceding the date in question
on the National Association of Securities Dealers, Inc.
Automated Quotations System or any similar system then in
use, or if no such quotations are available, the fair market
value on the date in question of a share of such stock as
determined by the Board in good faith; and (ii) in the case
of property other than cash or stock, the fair market value
of such property on that date in question as determined by
the Board in good faith.
I.In the event any significant Transaction involves a
merger in which the corporation is the surviving corporation,
the phrase "consideration other than cash to be received" as
used in paragraph B(i) of Section 2 of this Article shall
include the shares of any other class of outstanding Voting
Stock retained by the holders of such shares.
SECTION 4.Miscellaneous.
A.The Continuing Directors of the corporation shall have
the power and duty to determine for the purposes of this
Article 7, on the basis of information known to them after
reasonable inquiry, (i)whether a person is a Related Person,
(ii)the number of shares of Voting Stock beneficially owned
by any person, (iii)whether a person is an Affiliate or
Associate of another (iv)whether the assets which are the
subject of any Significant Transaction have, or the
consideration to be received or paid by the corporation or
any Subsidiary for the issuance, transferor purchase of any
securities in any Significant Transaction has, an aggregate
Fair Market Value of $1,000,000 or more, and (v)any other
matter relating to the applicability or effect of this
Article 7.
B.Nothing contained in this Article 7 shall be construed
to relieve any Related Person from any fiduciary obligation
imposed by law.
C.In the event any section, paragraph (or portion
thereof) of this Article 7 shall be found to be invalid,
prohibited or unenforceable for any reason, the remaining
provisions of this Article 7 shall be deemed to remain in
full force and effect, and shall be construed as if such
invalid, prohibited or unenforceable provision had been
stricken herefrom or otherwise rendered inapplicable, it
being the intent of the corporation and its shareholders that
each such remaining provision (or portion thereof) of this
Article 7 remain, to the fullest extent permitted by law,
applicable and enforceable as to all shareholders, including
Related Persons, notwithstanding any such finding.
ARTICLE 8. Any provision in these Articles of Incorporation
or in the Bylaws of the corporation to the contrary
notwithstanding, no provision of Articles 7 or 8 of these
Articles shall be altered, amended, supplemented or repealed
by the shareholders of the corporation, and no provision of
the Bylaws or of these Articles of Incorporation inconsistent
with any such provisions shall be adopted by the shareholders
of the corporation, except by the affirmative vote of the
holders of at least 90% of the outstanding shares of capital
stock of the corporation entitled to vote generally in the
election of directors, considered for this purpose as one
class, provided that an amendment the effect of which is
solely to add additional minimum price or procedural
requirements to those already enumerated in paragraph B of
Section 2 of Article 7 may be adopted in the manner otherwise
prescribed by statute to the other provisions of these
Articles of Incorporation.