1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A AMENDMENT NO. 2 Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 6, 1996 PENN VIRGINIA CORPORATION - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) VIRGINIA - -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 0-753 23-1184320 - -------------------------------------------------------------------------------- (Commission File No.) (I.R.S. Employer Identification No.) 100 Matsonford Road Suite 200, Radnor, PA 19087 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) 19087 - -------------------------------------------------------------------------------- (Zip Code) (610) 687-8900 - -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in Radnor, State of Pennsylvania, on September 6, 1996. PENN VIRGINIA CORPORATION By: /s/ STEVEN W. THOLEN ---------------------------- Steven W. Tholen Vice President and Chief Financial Officer 2 ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT a.) On August 30, 1996, the firm of Arthur Andersen LLP was engaged as independent accountant for the Registrant for the fiscal year ended December 31, 1996. This action was approved by the Board of Directors of the Registrant on July 16, 1996. The Registrant dismissed KPMG Peat Marwick LLP as its independent accountant on August 29, 1996. b.) During the two most recent fiscal years and interim period subsequent to December 31, 1995, there have been no disagreements with KPMG Peat Marwick LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure or any reportable events. c.) KPMG Peat Marwick LLP's report on the financial statements for the past two years contained no adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles. d.) The Registrant has requested that KPMG Peat Marwick LLP furnish it with a letter addressed to the SEC stating whether it agrees with the above statements. ITEM 7. EXHIBITS AND REPORTS ON FORM 8-K Exhibit Description 16.1 Letter re change in certifying accountant