-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, I6SMxUuTPaeSZA6q6XFgeYD47PUeueSZO6ZL9LEel7bB5ipDxYJBW60xX5306o4g kXMy5AaLB+yKA8BM+kL+vQ== 0000899140-02-000312.txt : 20020502 0000899140-02-000312.hdr.sgml : 20020501 ACCESSION NUMBER: 0000899140-02-000312 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020502 GROUP MEMBERS: DANIEL S. LOEB SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PENN VIRGINIA CORP CENTRAL INDEX KEY: 0000077159 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 231184320 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-12730 FILM NUMBER: 02631342 BUSINESS ADDRESS: STREET 1: 100 MATSONFORD ROAD SUITE 200 STREET 2: ONE RADNOR CORPORATE CENTER CITY: RADNOR STATE: PA ZIP: 19087 BUSINESS PHONE: 6106878900 MAIL ADDRESS: STREET 1: 100 MATSONFORD ROAD SUITE 200 STREET 2: ONE RADNOR CORPORATE CENTER CITY: RADNOR STATE: PA ZIP: 19087 FORMER COMPANY: FORMER CONFORMED NAME: VIRGINIA COAL & IRON CO DATE OF NAME CHANGE: 19670501 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: THIRD POINT MANAGEMENT CO LLC CENTRAL INDEX KEY: 0001040273 IRS NUMBER: 133922602 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 12 EAST 49TH ST STREET 2: 28TH FL CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2122247400 MAIL ADDRESS: STREET 1: 12 EAST 49TH ST STREET 2: 28TH FL CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D/A 1 poi1039228b.txt AMENDMENT NO. 1 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Penn Virginia Corporation ----------------------------------------------------------- (Name of Issuer) Common Stock, $6.25 par value ----------------------------------------------------------- (Title of Class of Securities) 707882106 ----------------------------------------------------------- (CUSIP Number of Class of Securities) Daniel S. Loeb Third Point Management Company L.L.C. 12 East 49th Street, 28th Floor New York, NY 10017 (212) 224-7400 ----------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copies to: Jack H. Nusbaum, Esq. Willkie Farr & Gallagher 787 Seventh Avenue New York, NY 10019-6099 (212) 728-8000 May 1, 2002 ----------------------------------------------------------- (Date of Event which Requires Filing of this Schedule) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: [ ] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D - --------------------------------- ----------------------------- CUSIP No. 707882106 Page 2 of 7 Pages - --------------------------------- ----------------------------- - ----------- ------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Daniel S. Loeb - ----------- ------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - ----------- ------------------------------------------------------------------- 3 SEC USE ONLY - ----------- ------------------------------------------------------------------- 4 SOURCE OF FUNDS* N/A - ----------- ------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ----------- ------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 NUMBER OF --------- ----------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 500,000 EACH --------- ----------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 0 --------- ----------------------------------------------- 10 SHARED DISPOSITIVE POWER 500,000 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 500,000 - ----------- ------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ----------- ------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.6% - ----------- ------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - ----------- ------------------------------------------------------------------- SCHEDULE 13D - --------------------------------- ----------------------------- CUSIP No. 707882106 Page 3 of 7 Pages - --------------------------------- ----------------------------- - ----------- ------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Third Point Management Company L.L.C. I.D. #13-3922602 - ----------- ------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - ----------- ------------------------------------------------------------------- 3 SEC USE ONLY - ----------- ------------------------------------------------------------------- 4 SOURCE OF FUNDS* N/A - ----------- ------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ----------- ------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 NUMBER OF --------- ----------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 500,000 EACH --------- ----------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 0 --------- ----------------------------------------------- 10 SHARED DISPOSITIVE POWER 500,000 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 500,000 - ----------- ------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ----------- ------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.6% - ----------- ------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO - ----------- ------------------------------------------------------------------- This Amendment No. 1 to Schedule 13D (this "Amendment No. 1) is being filed on behalf of Third Point Management Company L.L.C., a Delaware limited liability company (the "Management Company"), and Daniel S. Loeb, an individual ("Mr. Loeb" and, together with the Management Company, the "Reporting Persons"). This Amendment No. 1 relates to the common stock, par value $6.25 per share, of Penn Virginia Corporation, a Virginia corporation (the "Company"), and amends the Schedule 13D filed by the Reporting Persons with respect to the Company on February 28, 2002 (the "Schedule 13D"). Unless the context otherwise requires, references herein to the "Common Stock" are to such common stock of the Company. The Management Company is the investment manager or adviser to a variety of hedge funds and managed accounts (such funds and accounts, collectively, the "Funds"). The Funds directly own the Common Stock to which this Amendment No. 1 relates, and the Reporting Persons may be deemed to have beneficial ownership over such Common Stock by virtue of the authority granted to them by the Funds to vote and to dispose of the securities held by the Funds, including the Common Stock. Capitalized terms used herein and not otherwise defined have the meanings ascribed thereto in the Schedule 13D. 4 Item 4. Purpose of Transaction. Item 4 of the Schedule 13D is hereby amended by the addition of the following: As further detailed in the press release of the Management Company, dated May 1, 2002, a copy of which is attached hereto as Exhibit 1 and incorporated herein by reference, the Reporting Persons believe that the Company's Common Stock remains significantly undervalued. For the reasons set forth therein, the Reporting Persons are planning to vote against the proposed amendment to the Company's 1999 Employee Stock Incentive Plan, and planning to withhold their votes from six of the eight nominees for the Board of Directors of the Company, at the Company's upcoming stockholders' meeting on May 7, 2002. Except as set forth above, in Exhibit 1, and in the Schedule 13D, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the actions required to be described in Item 4 of Schedule 13D. Each of the Reporting Persons may, at any time, review or reconsider its position with respect to the Company and formulate plans or proposals with respect to 5 any of such matters, but has no present intention of doing so. Item 7. Material to be Filed as Exhibits. 1. Press Release of the Management Company, dated May 1, 2002. 6 SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: May 2, 2002 THIRD POINT MANAGEMENT COMPANY L.L.C. By: /s/ Daniel S. Loeb ----------------------------------- Name: Daniel S. Loeb Title: Managing Member Dated: May 2, 2002 /s/ Daniel S. Loeb --------------------------------------- Daniel S. Loeb EX-1 4 poi1039228c.txt PRESS RELEASE Exhibit 1 Third Point Management to Vote Against Penn Virginia Corporation Option Plan Proposal, 6 of 8 Directors -------------------------------------- NEW YORK, NEW YORK, May 1, 2002 - Third Point Management Company L.L.C., owner of 500,000 shares, or approximately 5.6% of the outstanding Penn Virginia Corporation (NYSE:PVA) common stock, announced today that it intends to vote its shares at Penn Virginia's upcoming Meeting of Stockholders, scheduled to be held May 7, 2002, against management's proposal to amend the Company's 1999 Employee Stock Incentive Plan and against six of Penn Virginia's eight director nominees. Third Point said that the proposed amendments increase the number of shares issuable under the 1999 Plan by 220%, to 800,000 shares, representing 9% of the Company's outstanding shares. Earlier this year, options for almost 100,000 shares were granted subject to approval of the proposed increase. Daniel Loeb, Managing Member of Third Point stated: "We consider the total option provision to be excessive relative to the total number of shares outstanding and we are concerned that management is being rewarded at the expense of shareholders for what we believe has been unsatisfactory performance, particularly in the oil and gas acquisition arena. Existing option awards have not led to significant stock ownership among management nor has Penn Virginia's management demonstrated a sensitivity to the concerns of the larger owners of the Company's stock." Third Point also said that all eight management nominees for director are currently directors of the Company and that it would WITHHOLD its vote from six of the eight nominees. Third Point announced that it would vote FOR Ed Cloues, whose past experience as a mergers and acquisitions lawyer makes him ideally suited to help evaluate acquisition offers for the Company's oil and gas assets. Third Point will also vote FOR Peter Lilly because his affiliation with Vulcan Coal Holdings, LLC, a natural resources investment firm, gives him a welcome perspective on return on capital and an understanding of acquisitions for Penn Virginia Resource Partners, L.P. Third Point will WITHHOLD its vote from Mr. A. James Dearlove, President and CEO, and the other Company nominees for the following reasons: o Management has failed to respond to Third Point's concrete February 27, 2002 proposal to deploy the Company's free cash flow in a way that addresses the gap between the Company's share price and its intrinsic value. o Management's declared intention to continue to make oil and gas acquisitions in spite of the failure of the Company's acquisition of Synergy Oil & Gas. This intention was expressed as recently as April 24, 2002, at a presentation at the Independent Petroleum Association of America (IPAA) 2002 Oil & Gas Investment Symposium. Third Point is concerned by management's refusal to pursue the superior return on capital that can be achieved by the Company's buying its own shares at current market prices, which was acknowledged by Mr. Dearlove on the Company's 2002 First Quarter Conference Call. o Third Point believes management's response to shareholder criticism has been to attempt to entrench itself by amending the Company's bylaws and by lowering the threshold of its poison pill, rather than to respond directly to those concerns. o Third Point believes that management seeks to obtain for itself a windfall by proposing an excessive option plan that would vest in the event of a change of control, significantly diluting existing shareholders. o Management's failure to capitalize on opportunities to create shareholder value by making accretive coal acquisitions through its Penn Virginia Resources Partners affiliate, where it owns the General Partner interest. Third Point Management Company L.L.C., is the advisor of certain institutional private funds and managed accounts. -----END PRIVACY-ENHANCED MESSAGE-----