8-K

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 (DATE OF EARLIEST EVENT REPORTED)

September 14, 2009 (September 10, 2009)

(Date of earliest event reported)

PENN VIRGINIA CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Virginia	1-13283	23-1184320
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

Three Radnor Corporate Center, Suite 300 100 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 or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act  (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On September 10, 2009, Penn Virginia GP Holdings, L.P. (“PVG”) entered into an underwriting agreement (the “Underwriting Agreement”) with PVG GP, LLC (the “PVG General Partner”), Penn Virginia Resource GP Corp. (the “Selling Unitholder”), a wholly owned subsidiary of Penn Virginia Corporation (the “Company”), and Barclays Capital Inc., UBS Securities LLC, J.P. Morgan Securities Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein (the “Underwriters”), covering the sale by the Selling Unitholder (the “Offering”) of an aggregate of 8,695,655 common units representing limited partner interests in PVG (the “Common Units”).  Pursuant to the Underwriting Agreement, the Selling Unitholder granted the Underwriters an option to purchase up to an additional 1,304,345 Common Units solely to cover over-allotments, if any.  On September 11, 2009, the Underwriters exercised such option in full.  Closing of the sale of the Common Units is scheduled for September 16, 2009.  The Selling Unitholder will receive all of the net proceeds from the sale of the Common Units.

The Common Units to be sold in the Offering have been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to PVG’s shelf registration statement on Form S-3 (File No. 333-161257), as supplemented by the Prospectus Supplement dated September 10, 2009 relating to the Common Units, filed with the Securities and Exchange Commission pursuant to Rule 424(b) on September 11, 2009.

The Underwriting Agreement provides that the obligations of the Underwriters to purchase the Common Units from the Selling Unitholder are subject to the approval of legal matters by counsel and to other conditions.  PVG, the PVG General Partner and the Selling Unitholder have agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments that the Underwriters may be required to make for these liabilities.

The description of the Underwriting Agreement in this report is a summary and is qualified in its entirety by the terms of the Underwriting Agreement, a copy of which is included as Exhibit 1.1 to this Current Report on Form 8-K.

Item 7.01 Regulation FD Disclosure.

On September 10, 2009, the Company issued a press release announcing the pricing of the Offering.  A copy of the press release is furnished as Exhibit 99.1 hereto.

In accordance with General Instruction B.2 of Form 8-K, the information contained in this Item 7.01 and the press release are being furnished under Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information and exhibit be incorporated by reference into any filing under the Securities Act or the Exchange Act except as shall be expressly set forth by specific reference in such a filing.

1

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Item
1.1	Underwriting Agreement, dated September 10, 2009, among Penn Virginia GP Holdings, L.P., Penn Virginia Resource GP Corp., PVG GP, LLC and Barclays Capital Inc., UBS Securities LLC, J.P. Morgan Securities Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters listed therein relating to the Offering (incorporated by reference to Exhibit 1.1 to Penn Virginia GP Holdings, L.P.’s Current Report on Form 8-K filed on September 14, 2009)
99.1	Penn Virginia Corporation press release dated September 10, 2009, announcing the pricing of the Offering

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of l934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 14, 2009

Penn Virginia Corporation
By:	/s/ Nancy M. Snyder
	Name: Nancy M. Snyder
	Title:   Executive Vice President, Chief Administrative  Officer and General Counsel

 EXHIBIT INDEX

Exhibit No.	Item
1.1	Underwriting Agreement, dated September 10, 2009, among Penn Virginia GP Holdings, L.P., Penn Virginia Resource GP Corp., PVG GP, LLC and Barclays Capital Inc., UBS Securities LLC, J.P. Morgan Securities Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters listed therein relating to the Offering (incorporated by reference to Exhibit 1.1 to Penn Virginia GP Holdings, L.P.’s Current Report on Form 8-K filed on September 14, 2009)
99.1	Penn Virginia Corporation press release dated September 10, 2009, announcing the launch of the Offering

3

EX-99.1

Exhibit 99.1

Penn Virginia Corporation

Three Radnor Corporate Center, Suite 300, 100 Matsonford Road, Radnor, PA 19087

FOR IMMEDIATE RELEASE

Contact: James W. Dean

Vice President, Investor Relations

Ph: (610) 687-7531 Fax: (610) 687-3688

E-Mail: invest@pennvirginia.com

PENN VIRGINIA CORPORATION ANNOUNCES PRICING

OF SECONDARY PUBLIC OFFERING OF COMMON UNITS

OF PENN VIRGINIA GP HOLDINGS, L.P.

RADNOR, PA (BusinessWire) September 10, 2009 – Penn Virginia Corporation (NYSE: PVA) announced today that Penn Virginia Resource GP Corp., an indirect wholly owned subsidiary, has priced the underwritten public offering of 8,695,655 common units representing limited partner interests in Penn Virginia GP Holdings, L.P. (NYSE: PVG) at $12.30 per unit.  The underwriters have also been granted a 30-day option to purchase up to 1,304,345 additional common units to cover over-allotments, if any.

PVA intends to use the net proceeds from the offering of approximately $102.7 million to repay the outstanding balance under its revolving credit facility of $50 million, with the remaining proceeds to be used for general corporate purposes, including future capital expenditures.  The offering is scheduled to close on September 16, 2009.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there by any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of any such state.

******

Penn Virginia Corporation (NYSE: PVA) is an independent natural gas and oil company focused on the exploration, acquisition, development and production of reserves in onshore regions of the U.S., including East Texas, Mississippi, the Mid-Continent region, the Appalachian Basin and the Gulf Coast of Louisiana and Texas.  Prior to the offering, we owned approximately 77 percent of Penn Virginia GP Holdings, L.P. (NYSE: PVG), the owner of the general partner and the largest unit holder of Penn Virginia Resource Partners, L.P. (NYSE: PVR), a manager of coal and natural resource properties and related assets and the operator of a midstream natural gas gathering and processing business.

Certain statements contained herein that are not descriptions of historical facts are “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  Because such statements include risks, uncertainties and contingencies, actual results may differ materially from those expressed or implied by such forward-looking statements.  These risks, uncertainties and contingencies include, but are not limited to, the risks, uncertainties and contingencies set forth in our press releases and public periodic filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2008, our ability to access external sources of capital, uncertainties relating to the occurrence and success of capital-raising transactions, including securities offerings and asset sales and reductions in the borrowing base under our credit facility.  Many of the factors that will determine our future results are beyond the ability of management to control or predict.  Readers should not place undue reliance on forward-looking statements, which reflect management’s views only as of the date hereof.  We undertake no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as the result of new information, future events or otherwise.