UNITED STATES
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: March 27, 2002
(Date of Earliest Event Reported)
PENN VIRGINIA CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Virginia 0-753 23-1184320
(State or Other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
One Radnor Corporate Center, Suite 200,
100 Matsonford Road, Radnor, Pennsylvania 19087
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (610) 687-8900
Not Applicable
(Former Name, Former Address, and Former Fiscal Year,
If Changed Since Last Report)
Item 5. Other Events.
On March 27, 2002, after receiving the advice of its legal and
financial advisors, and in accordance with its good faith business judgment of
the best interests of the corporation, the Board of Directors of Penn Virginia
Corporation, a Virginia corporation (the "Company"), approved (1) Amendment No.
1 (the "Rights Plan Amendment") to the Rights Agreement, dated February 11,
1998, by and between the Company and American Stock Transfer & Trust Company
(the "Rights Plan"), and (2) the amendment and restatement of the Company's
Bylaws (the "Amendment and Restatement"). Copies of the Rights Plan Amendment
and the Company's Amended and Restated Bylaws are filed as exhibits hereto and
are incorporated herein by reference. The principal substantive changes to the
Rights Plan and the Company's Bylaws affected by the Rights Plan Amendment and
the Amendment and Restatement, respectively, are summarized below. Capitalized
terms not otherwise defined herein shall have the meanings given in the Rights
Plan, the Rights Plan Amendment or the Amendment and Restatement, as applicable.
Rights Plan Amendment
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The principal substantive changes to the Rights Plan affected by the
Rights Plan Amendment were to:
o Add provisions permitting the Board of Directors to declare a person to
be an "Adverse Person." In general, the Board of Directors may declare
any Person to be an Adverse Person if it determines (i) that such
Person, alone or together with its Affiliates and Associates, has
become the Beneficial Owner of 10% or more of the Company's Common
Stock, and (ii) in accordance with its good faith business judgment of
the best interests of the Company, that such Person's ownership in the
Company (a) is intended to or is reasonably likely to cause the Company
to repurchase the Common Stock owned by such Person or cause pressure
on the Company to take action that would provide such Person with
short-term gain to the detriment of the long-term interests of the
Company or (b) is causing or reasonably likely to cause a material
adverse impact on the business, financial position or prospects of the
Company or any other entity in which the Company has a substantial
economic interest.
o Eliminate provisions permitting the Board of Directors to redeem the
Rights, or to amend the Rights Plan to extend the time before which
Rights become exercisable, once a person has become an Acquiring
Person. With certain exceptions described in the Rights Agreement, a
Person or group becomes an Acquiring Person when such Person or group
acquires or obtains the right to acquire beneficial ownership of 15% or
more of the then-outstanding shares of the Common Stock, or 10% or more
of such shares if the Company's Board of Directors has declared the
Person to be an Adverse Person.
o Specifically provide, in accordance with Section 13.1-646 of the
Virginia Stock Corporation Act (the "VSCA"), that any action or
determination by the Board of Directors with respect to the issuance,
terms, conditions or redemption of the Rights shall be subject to
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Virginia's statutory standard of director conduct (which is set forth
in VSCA Section 13.1-690), and shall be valid if taken or determined in
accordance therewith. Virginia's statutory standard of conduct provides
that directors must discharge their duties in accordance with their
good faith business judgment of the best interests of the corporation.
In adopting this standard, the Virginia legislature specifically
rejected the alternative of a "reasonable person" or "prudent person"
standard. The Supreme Court of Virginia and the U.S. Court of Appeals
for the Fourth Circuit have held that compliance with Virginia's
statutory standard of conduct is measured by the director's resort to
an informed decision-making process, rather than the court's view of
the merits of the action taken.
Bylaw Amendments
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The principal substantive change to the Bylaws affected by the
Amendment and Restatement was to "opt-out" of Article 14.1 of the VSCA, which
relates to "control share acquisitions." Control share acquisitions are
transactions causing the voting strength of any person acquiring beneficial
ownership of shares of a Virginia public corporation to meet or exceed certain
threshold percentages (20%, 33-1/3% or 50%) of the total votes entitled to be
cast for the election of directors. Shares acquired in a control share
acquisition have no voting rights unless (1) the voting rights are granted by a
majority vote of all outstanding shares other than those held by the acquiring
person or any officer or employee-director of the corporation, or (2) the
articles of incorporation or bylaws of the corporation provide that these
Virginia law provisions do not apply to acquisitions of the corporation's
shares. The statute would have permitted an acquiring person, under certain
circumstances, to require that the Company call a special meeting of the
shareholders to consider the grant of voting rights to the shares acquired in
the control share acquisition. The VSCA specifically permits the Board of
Directors to adopt the bylaw included in the Amendment and Restatement providing
that the control share provisions of Virginia law do not apply to the Company.
The Company remains subject to the provisions of the VSCA governing
"Affiliated Transactions." These provisions, with several exceptions discussed
below, impose special approval requirements on certain transactions between a
Virginia corporation and any holder of more than 10% of any class of its
outstanding voting shares (an "Interested Shareholder"). Affiliated Transactions
subject to the special approval requirements include mergers, share exchanges,
material dispositions of corporate assets not in the ordinary course of
business, any dissolution of the corporation proposed by or on behalf of an
Interested Shareholder and any reclassification, including reverse stock split,
recapitalization or merger of the corporation with its subsidiaries, that
increases the percentage of voting shares owned beneficially by an Interested
Shareholder by more than 5%.
For three years following the time that an Interested Shareholder
becomes an owner of 10% of the outstanding voting shares, a Virginia corporation
cannot engage in an Affiliated Transaction with such Interested Shareholder
without approval of two-thirds of the voting shares other than those shares
beneficially owned by the Interested Shareholder and majority approval of the
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"Disinterested Directors." A Disinterested Director means, with respect to a
particular Interested Shareholder, a member of the corporation's Board of
Directors who was (1) a member on the date on which an Interested Shareholder
became an Interested Shareholder and (2) recommended for election by, or was
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elected to fill a vacancy and received the affirmative vote of, a majority of
the Disinterested Directors then on the Board. After the expiration of the
three-year period, the statute requires approval of the proposed Affiliated
Transaction by two-thirds of the voting shares other than those beneficially
owned by the Interested Shareholder.
The principal exceptions to the special voting requirement apply to
transactions proposed after the three-year period has expired and require either
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that the transaction be approved by a majority of the corporation's
Disinterested Directors or that the transaction satisfy the fair-price
requirement of the statute. In general, the fair-price requirement provides that
in a two-step acquisition transaction, the Interested Shareholder must pay the
shareholders in the second step either the same amount of cash or the same
amount and type of consideration paid to acquire the Virginia corporation's
shares in the first step.
The Affiliated Transaction statute does not include an exception from
the special approval requirements (such as that found in the analogous Delaware
statute) for Interested Shareholders who acquire a certain percentage of the
Common Stock in the transaction that resulted in the person becoming an
Interested Shareholder.
None of the foregoing limitations and special approval requirements
under the Affiliated Transactions Statute applies to a transaction with an
Interested Shareholder whose acquisition of shares making such person an
Interested Shareholder was approved in advance by a majority of the Virginia
corporation's Disinterested Directors.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
3.1 Amended and Restated Bylaws of Penn Virginia Corporation, dated
March 27, 2002.
4.1 Amendment No. 1 to Rights Agreement, dated March 27, 2002, by and
between Penn Virginia Corporation and American Stock Transfer &
Trust Corporation.
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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 hereunto duly authorized.
Date: March 28, 2002 PENN VIRGINIA CORPORATION
By: /s/ Nancy M. Snyder
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Name: Nancy M. Snyder
Title: Vice President, General Counsel
and Corporate Secretary
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
3.1 Amended and Restated Bylaws of Penn Virginia
Corporation, dated March 27, 2002.
4.1 Amendment No. 1 to Rights Agreement, dated March 27,
2002, by and between Penn Virginia Corporation and
American Stock Transfer & Trust Corporation.
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