SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
February 11, 1998
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PENN VIRGINIA CORPORATION
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(Exact name of registrant as specified in its charter)
Virginia 0-753 23-1184320
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(State of other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
One Radnor Corporate Center, Suite 200
100 Matsonford Road
Radnor, PA 19087
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(Address of principal executive offices)
(610) 687-8900
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(Registrant's telephone number, including area code)
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ITEM 5. Other Events.
On February 11, 1998, the Board of Directors of Penn
Virginia Corporation (the "Company") adopted a shareholder rights
plan which contemplates the issuance of preferred stock purchase
rights to the Company's common shareholders of record as of
February 21, 1998, as set forth in the Rights Agreement between
the Company and American Stock Transfer & Trust Company, as
Rights Agent, attached hereto as Exhibit 4.1 and incorporated by
reference herein.
On February 11, 1998, the Company's Board of Directors also
adopted certain amendments to the Company's Bylaws which, among
other things, eliminate the right of holders of 20% of the shares
of the Company's issued and outstanding stock to call a special
shareholders' meeting and which require shareholders to give
advance notice, and follow certain procedures, in connection with
the nomination of directors and other proposals to be voted on at
shareholders meetings, as set forth in the Company's Bylaws
attached hereto as Exhibit 3.2 and incorporated by reference
herein.
Item 7(c). Exhibits.
3.2 Bylaws of Penn Virginia Corporation, as amended
February 11, 1998.
4.1 Rights Agreement, dated as of February 11, 1998,
between Penn Virginia Corporation and American
Stock Transfer & Trust Company, as Rights Agent,
which includes as Exhibit B thereto the Form
of Right certificate, incorporated herein by
reference to Exhibit 1.1 to the Company's
Registration Statement on Form 8-A, dated
February 20, 1998.
20.1 Press Release of the company, dated February 11, 1998.
20.2 Form of Letter to the Company's shareholders describing
the Rights, dated February 25, 1998.
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
PENN VIRGINIA CORPORATION
/S/ A. James Dearlove
BY: -------------------------------------
A. James Dearlove
President and Chief Executive Officer
DATED: February 23, 1998
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