EXHIBIT 3.2
ARTICLES OF AMENDMENT
OF
THE ARTICLES OF INCORPORATION
OF
PENN VIRGINIA CORPORATION
Under Section 13.1-639 of the Virginia Stock Corporation Act
FIRST: The name of the Corporation is Penn Virginia Corporation
SECOND: The amendment adopted is to add a new Paragraph to the
end of Article Six to read as follows:
(e) Establishment of Series. There is hereby established a
series of the Company's authorized Preferred Stock, to be
designated as the "Series A Junior Participating Preferred Stock,
par value $100 per share." The designation and number, and
relative rights, preferences and limitations of the Series A
Junior Participating Preferred Stock, insofar as not already fixed
by any other provision of these Articles of Incorporation, shall
be as follows:
Section 1. Designation and Number of Shares. The shares
of such series shall be designated as "Series A Junior
Participating Preferred Stock," and the number of shares initially
constituting such series shall be 15,000.
Section 2. Dividends and Distributions.
(a) Subject to the prior and superior rights of
the holders of any shares of any series of preferred stock of the
Company ranking prior and superior to the shares of Series A
Junior Participating Preferred Stock, the holders of shares of
Series A Junior Participating Preferred Stock shall be entitled to
receive, when, as and if declared by the Board of Directors out of
funds legally available for the purpose, quarterly dividends
payable in cash on the first day of January, April, July and
October in each year or such other quarterly payment date as shall
be specified by the Board of Directors (each such date being
referred to herein as a "Quarterly Dividend Payment Date'),
commencing o the first Quarterly Dividend Payment Date after the
first issuance of a share or fraction of a share of the Series A
Junior Participating Preferred Stock, in an amount per share
(rounded to the nearest cent) equal to the greater of (I) $0.01 or
(ii) subject to the provision for adjustment hereinafter set
forth, 1,000 times the aggregate per share amount of all cash
dividends, and 1,000 times the aggregate per share amount (payable
in kind) of all non-cash dividends or other distributions other
than a dividend payable in shares of Common Stock or a subdivision
of the outstanding shares of Common Stock (by reclassification or
otherwise), declared on the Common Stock, $6.25 par value (the
"Common Stock"), of the Company since the immediately preceding
Quarterly Dividend Payment Date, or, with respect to the first
Quarterly Dividend Payment Date, since the first issuance of any
share or fraction of a share of the Series A Junior Participating
Preferred Stock. In the event the Company shall at any time after
February 11, 1998 (the "Rights Declaration Date") (I) declare any
dividend on Common Stock payable in shares of Common Stock, (ii)
subdivide the outstanding shares of Common Stock, or (iii) combine
the outstanding shares of Common Stock into a smaller number of
shares, then in each such case the amount to which holders of
shares of Series A Junior Participating Preferred Stock were
entitled immediately prior to such event shall be adjusted by
multiplying such amount by a fraction, the numerator of which is
the number of shares of Common Stock outstanding immediately after
such event and the denominator of which is the number of shares of
Common Stock that were outstanding immediately prior to such
event.
(b) The Company shall declare a dividend or distribution on
Series A Junior Participating Preferred Stock as provided in
paragraph (a) above immediately after it declares a dividend or
distribution on the Common Stock (other than a dividend payable in
shares of Common Stock); provided, however, that, in the event no
dividend or distribution shall have been declared on the Common
Stock during the period between any Quarterly Dividend Payment
Date and the next subsequent Quarterly Dividend Payment Date, a
dividend of $0.01 per share on the Series A Junior Participating
Preferred Stock shall nevertheless be payable on such subsequent
Quarterly Dividend Payment Date.
(c)Dividends shall begin to accrue and be
cumulative on outstanding shares of Series A Junior Participating
Preferred Stock from the Quarterly Dividend Payment Date next
preceding the date of issue of such shares of Series A Junior
Participating Preferred Stock, unless the date of issue of such
shares is prior to the record date for the first Quarterly
Dividend Payment Date, in which case dividends on such shares
shall begin to accrue from the date of issue of such shares, or
unless the date of issue is a Quarterly Dividend Payment Date or
is a date after the record date for the determination of holders
of shares of Series A Junior Participating Preferred Stock
entitled to receive a quarterly dividend and before such Quarterly
Dividend Payment Date, in either of which events such dividends
shall begin to accrue and be cumulative from such quarterly
Dividend Payment Date. Accrued but unpaid dividends shall not
bear interest. Dividends paid on the shares of Series A Junior
Participating Preferred Stock in an amount less than the total
amount of such dividends at the time accrued and payable on such
shares shall be allocated pro rata on a share-by-share basis among
all such shares at the time outstanding. The Board of Directors
may fix a record date for the determination of holders of shares
of Series A Junior Participating Preferred Stock entitled to
receive payment of a dividend or distribution declared thereon,
which record date shall be no more than 30 days prior to the date
fixed for the payment thereof.
Section 3. Voting Rights. The holders of shares of
Series A Junior Participating Preferred Stock shall have the
following voting rights:
(a) Subject to the provision for adjustment
hereinafter set forth, each share of Series A Junior Participating
Preferred Stock shall entitle the holder there to 1,000 votes on
al matters submitted to a vote of the shareholders of the Company.
In the event the Company shall at any time after the Rights
Declaration Date (I) declare any dividend on Common Stock payable
in shares of Common Stock, (ii) subdivide the outstanding Common
Stock, or (iii) combine the outstanding Common Stock into a
smaller number of shares, then in each such case the number of
votes per share to which holders of shares of Series A Junior
Participating Preferred Stock were entitled immediately prior to
such event shall be adjusted by multiplying such number by a
fraction, the numerator of which is the number of shares of Common
Stock outstanding immediately after such event and the denominator
of which is the number of shares of Common Stock outstanding
immediately prior to such event.
(b) Except as otherwise provided herein or by law, the
holders of shares of Series A Junior Participating Preferred Stock
and the holders of shares of Common Stock shall vote together as
one class on all matters submitted to a vote of shareholders of
the Company.
(c) (i) If at any time dividends on any Series A Junior
Participating Preferred Stock shall be in arrears in an amount
equal to six (6) quarter dividends thereon, the occurrence of such
contingency shall mark the beginning of a period (herein called a
"default period") which shall extend until such time when all
accrued and unpaid dividends for all previous quarterly dividend
periods and for the current quarterly dividend period on all
shares of Series A Junior Participating Preferred Stock then
outstanding shall have been declared and paid or set apart for
payment. During each default period, all holders of shares of
Series A Junior Participating Preferred Stock with dividends in
arrears in an amount equal to six (6) quarterly dividends thereon,
voting as a class together with holders of any other shares of
preferred stock of the Company upon which like voting rights have
been conferred and are then exercisable, irrespective of series,
shall have the right to elect two (2) Directors.
(ii) During any default period, such voting right
of the holders of shares of Series A Junior Participating
Preferred Stock may be exercised initially at a special meeting
called pursuant to subparagraph (iii) of this Section 3(c) or at
any annual meeting of shareholders, and thereafter at annual
meetings of shareholders, provided that such voting right shall
not be exercised unless the holders of ten percent (10%) in number
of shares of preferred stock having the voting rights set forth
above that are outstanding shall be present in person or by proxy.
The absence of a quorum of the holders of Common Stock shall not
affect the exercise by the holders of such preferred stock of such
voting right. At any meting at which the holders of such
preferred stock shall exercise such voting right initially during
an existing default period, they shall have the right, voting as a
class, to elect Directors to fill such vacancies, if any, in the
Board of Directors as may then exist up to two (2) Directors or if
such right is exercised at an annual meeting, to elect two (2)
Directors. If the number which may be so elected at any special
meeting does not amount to the required number, the holders of
such preferred stock shall have the right to make such increase in
the number of Directors as shall be necessary to permit the
election by them of the required number. After the holders of
such preferred stock shall have exercised their right to elect
Directors in any default period and during the continuance of such
period, the number of Directors shall not be increased or
decreased except by vote of the holders of such preferred stock as
herein provided or pursuant to the rights of any equity securities
ranking senior to or pari passu with the Series A Junior
Participating Preferred Stock.
(iii) Unless the holders of such preferred stock
shall, during an existing default period, have previously
exercised their right to elect Directors, the Board of Directors
may order, or any shareholder or shareholders owning in the
aggregate not less than ten percent (10%) of the total number of
shares of such preferred stock outstanding, irrespective of
series, may request the calling of a special meeting of the
holders of such preferred stock, which meeting shall thereupon be
called by the President, a Vice President or the Secretary of the
Company. Notice of such meeting and of any annual meeting at
which holders of Preferred Stock are entitled to vote pursuant to
this Paragraph (c)(iii) shall be given to each holder of record of
such preferred stock by mailing a copy of such notice to him at
his last address as the same appears on the books of the Company.
Such meeting shall be called for a time not earlier than 20 days
and not later than 60 days after such order or request or in
default of the calling of such meeting within 60 days after such
order or request, such meeting may be called on similar notice by
any shareholder or shareholders owning in the aggregate not less
than ten percent (10%) of the total number of shares of such
preferred stock outstanding. Notwithstanding the provisions of
this Paragraph (c)(iii), no such special meeting shall be called
during the period within 60 days immediately preceding the date
fixed for the next annual meting of the shareholders.
(iv) In any default period, the holders of
Common Stock, and other classes of stock of the Company, if
applicable, shall continue to be entitled to elect the whole
number of Directors until the holders of such preferred stock
shall have exercised their right to elect two (2) Directors voting
as a class, after the exercise of which right (x) the Directors so
elected by the holders of such preferred stock shall continue in
office until their successors shall have been elected by such
holders or until the expiration of the default period, and (y) any
vacancy in the Board of Directors may (except as provided in
Paragraph (c)(ii) of this Section 3) be filled by vote of a
majority of the remaining Directors theretofore elected by the
holders of the class of stock which elected the Director whose
office shall have become vacant. References in this Paragraph (c)
to Directors elected by the holders of a particular class of stock
shall include Directors elected by such Directors to fill
vacancies as provided in clause (y) of the foregoing sentence.
(v) Immediately upon the expiration of a default
period, (x) the right of the holders of such preferred stock as a
class to elect Directors shall cease, (y) the term of any
Directors elected by the holders of such preferred stock as a
class shall terminate, and (z) the number of Directors shall be
such number as may be provided for in the Certificate or by-laws
irrespective of any increase made pursuant to the provisions of
Paragraph (c)(ii) of this Section 3 (such number being subject,
however, to change thereafter in any manner provided by law or in
the Certificate or by-laws). Any vacancies in the Board of
Directors effected by the provisions of clauses (y) and (z) in the
preceding sentence may be filled by a majority of the remaining
Directors.
(d) Except as set forth herein, holders of
shares of Series A Junior Participating Preferred Stock shall have
no special voting rights and their consent shall not be required
(except to the extent they are entitled to vote with holders of
Common Stock as set forth herein) for taking any corporate action.
Section 4. Certain Restrictions.
(a) Whenever quarter dividends or other
dividends or distributions payable on the Series A Junior
Participating Preferred Stock as provided in Section 2 herein are
in arrears, thereafter and until all accrued and unpaid dividends
and distributions, whether or not declared, on shares of Series A
Junior Participating Preferred Stock outstanding shall have been
paid in full, the Company shall not
(i) declare or pay dividends on, make any
other distributions on, or redeem or purchase or otherwise acquire
for consideration any shares of stock ranking junior (either as to
dividends or upon liquidation, dissolution or winding up) to the
Series A Junior Participating Preferred Stock;
(ii) declare or pay dividends on or make any
other distributions on any shares of stock ranking on a parity
(either as to dividends or upon liquidation, dissolution or
winding up) with the Series A Junior Participating Preferred
Stock, except dividends paid ratably on the Series A Junior
Participating Preferred Stock and all such parity stock on which
dividends are payable or in arrears in proportion to the total
amounts to which the holders of all such shares are then entitled;
(iii) redeem or purchase or otherwise acquire
for consideration shares of any stock ranking on a parity (either
as to dividends or upon dissolution, liquidation or winding up) to
the Series A Junior Participating Preferred Stock; or
(iv) purchase or otherwise acquire for
consideration any shares of Series A Junior Participating
Preferred Stock, or any shares of stock ranking on a parity with
the Series A Junior Participating Preferred Stock, except in
accordance with a purchase offer made in writing or by publication
(as determined by the Board of Directors) to all holders of such
shares upon such terms as the Board of Directors, after
consideration of the respective annual dividend rates and other
relative rights and preferences of the respective series and
classes, shall determine in good faith will result in fair and
equitable treatment among the respective series or classes.
(b) The Company shall not permit any subsidiary
of the Company to purchase or otherwise acquire for consideration
any shares of stock of the Company unless the Company could, under
Section 4(a) herein, purchase or otherwise acquire such shares at
such time and in such manner.
Section 5. Reacquired Shares. Any Series A Junior
Participating Preferred Stock purchased or otherwise acquired by
the Company in any manner whatsoever shall be retired and
cancelled promptly after the acquisition thereof. All such shares
shall upon their cancellation become authorized but unissued
preferred stock of the Company and may be reissued as part of a
new series of Preferred Stock to be created by resolution or
resolutions of the Board of Directors.
Section 6. Liquidation, Dissolution or Winding Up.
(a) Upon any liquidation (voluntary or
otherwise), dissolution or winding up of the Company, no
distribution shall be made to the holders of shares of stock
ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series A Junior Participating
Preferred stock unless, prior thereto, the holders of shares of
Series A Junior Participating Preferred Stock shall have received
an amount equal to $1,000 per share, plus an amount equal to
accrued and unpaid dividends and distributions thereon, whether or
not declared, to the date of such payment (the "Series A
Liquidation Preference"). Following the payment of the full
amount of the Series A Liquidation Preference, no additional
distributions shall be made to the holders of shares of Series A
Junior Participating Preferred Stock unless, prior thereto, the
holders of shares of Common Stock shall have received an amount
per share (the "Common Adjustment") equal to the quotient obtained
by dividing (I) the Series A Liquidation Preference by (ii) 1,000
(as appropriately adjusted as set forth in subparagraph (c) below
to reflect such events as stock splits, stock dividends and
recapitalizations with respect to the Common Stock) (such number
in clause (ii), the "Adjustment Number"). Following the payment
of the full amount of the Series A Liquidation Preference and the
Common Adjustment in respect of all outstanding shares of Series A
Junior Participating Preferred Stock and Common Stock,
respectively, holders of shares of Series A Junior Participating
Preferred Stock and holders of shares of Common Stock shall
receive their ratable and proportionate share of the remaining
assets to be distributed in the ratio of the Adjustment Number to
1 with respect to such Preferred Stock and Common Stock, on a per
share basis, respectively.
(b) In the event, however, that there are not
sufficient assets available to permit payment in full of the
Series A Liquidation Preference and the liquidation preferences of
all other series of preferred stock, if any, which rank on a
parity with the Series A Junior Participating Preferred Stock,
then such remaining assets shall be distributed ratably to the
holders of such parity shares in proportion to their respective
liquidation preferences. IN the event, however, that there are
not sufficient assets available to permit payment in full of the
common Adjustment, then such remaining assets shall be distributed
ratably to the holders of shares of Common Stock.
(c) In the event Company shall at any time after
the Rights Declaration Date (i) declare any dividend on Common
Stock payable in shares of Common Stock, (ii) subdivide the
outstanding Common Stock, or (iii) combine the outstanding Common
Stock into a smaller number of shares, then in each such case the
Adjustment Number in effect immediately prior to such event shall
be adjusted by multiplying such adjustment Number by a fraction,
the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of
which is the number of shares of Common Stock outstanding
immediately prior to such event.
Section 7. Consolidation, Merger, etc. In case the
Company shall enter into any consolidation, merger, combination or
other transaction in which the shares of Common Stock are
exchanged for or changed into other stock or securities, cash
and/or any other property, then in any such case the shares of
Series A Junior Participating Preferred Stock shall at the same
time be similarly exchanged or changed in an amount per share
(subject to the provision for adjustment hereinafter set forth)
equal to 1,000 times the aggregate amount of stock, securities,
cash and/or any other property (payable in kind), as the case may
be, into which or for which each share of Common Stock is changed
or exchanged. IN the event the Company shall at any time after
the Rights Declaration Date (i) declare any dividend on Common
Stock payable in shares of Common Stock, (ii) subdivide the
outstanding shares of Common Stock, or (iii) combine the
outstanding shares of Common Stock into a smaller number of
shares, then in each such case the amount set forth in the
preceding sentence with respect to the exchange or change of
shares of Series A Junior Participating Preferred Stock shall be
adjusted by multiplying such amount by a fraction the numerator of
which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the
number of shares of Common Stock outstanding immediately prior to
such event.
Section 8. No Redemption. The shares of Series A
Junior Participating Preferred Stock shall not be redeemable.
Section 9. Ranking. The Series A Junior Participating
Preferred Stock shall rank junior to all other series of the
Company's Preferred Stock as to the payment of dividends and the
distribution of assets, except that the Series A Junior
Participating Preferred Stock shall rank on a parity with the
Series A Junior Participating Preferred Stock of the Company as to
dividends and the distribution of assets.
Section 10. Amendment. The Certificate, including,
without limitation, this resolution, shall not hereafter be
amended, either directly or indirectly, or through merger or
consolidation with another corporation, in any manner that would
materially alter or change the powers, preferences or special
rights of the Series A Junior Participating Preferred Stock so as
to affect them adversely without the affirmative vote of the
holders of a majority or more of the outstanding shares of Series
A Junior Participating Preferred Stock, voting separately as a
class.
Section 11. Fractional Shares. Series A Junior
Participating Preferred Stock may be issued in fractions of a
share which shall entitle the holder, in proportion to such
holder's fractional shares, to exercise voting rights, receive
dividends, participate in distributions and to have the benefit of
all other rights of holders of shares of Series A Junior
Participating Preferred Stock.
THIRD: This amendment of the Articles of Incorporation
was duly adopted by the Board of Directors of the Corporation on
February 11, 1998, without shareholder action, which shareholder
action was not required.
IN WITNESS WHEREOF, the undersigned has executed these
Articles of Amendment as of this 11th day of February, 1998.
PENN VIRGINIA CORPORATION
By_________________________
/s/ Steven W. Tholen
Vice President and Chief
Financial Officer