-----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, QM0CuOj/z43pJEOqhUx5g88FjUCaDMsxcXFKg82eW3fTx7Xf2NNGEvkX+fu4Qnco zstR0yEvMk9BN+qJEiz8kA== 0000899140-02-000447.txt : 20020628 0000899140-02-000447.hdr.sgml : 20020628 20020628114006 ACCESSION NUMBER: 0000899140-02-000447 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020628 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: 02690550 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 thi1065531b.txt AMENDMENT NO. 2 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* 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 June 27, 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 9 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 8 SHARED VOTING POWER SHARES BENEFICIALLY 600,000 OWNED BY --------- ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 0 --------- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 600,000 - ----------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 600,000 - ----------- -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ----------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.7% - ----------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - ----------- -------------------------------------------------------------------- SCHEDULE 13D - ------------------------ ----------------- CUSIP No. 707882106 Page 3 of 9 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 8 SHARED VOTING POWER SHARES BENEFICIALLY 600,000 OWNED BY --------- ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 0 --------- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 600,000 - ----------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 600,000 - ----------- -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ----------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.7% - ----------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO - ----------- -------------------------------------------------------------------- This Amendment No. 2 to Schedule 13D (this "Amendment No. 2") 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"). Amendment No. 2 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. 2 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 3. Source and Amount of Funds or Other Consideration. The Funds expended an aggregate of $3,858,560 of their own investment capital to acquire the 100,000 shares of Common Stock referenced in Schedule A hereto. The Shares were acquired in open market purchases. Item 4. Purpose of Transaction. Item 4 of the Schedule 13D is hereby amended by the addition of the following: As further detailed in a letter, dated June 27, 2002, from Mr. Loeb to the President and Chief Executive Officer of the Company, a copy of which is attached hereto as Exhibit 1 and incorporated herein by reference, the Reporting Persons believe that the Company's perfunctory rejection of the bona fide offer by BP Capital Energy Equity Fund, L.P. to acquire all Common Stock not owned by it for $40 per share in cash, and the Company's decision not to explore other possible sales of the Company, are not in the best interests of the Company's shareholders. For the reasons set forth in Mr. Loeb's letter, the Reporting Persons insist that the Company enter into discussions with BP Capital Energy Equity Fund, L.P. or with any other 5 potential acquirer. Should the Company fail to do so, the Reporting Persons are prepared to initiate a proxy contest or to introduce an initiative at the Company's next annual meeting. 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 any of such matters, but has no present intention of doing so. Item 5. Interest in Securities of the Issuer. Item 5 of the Schedule 13D is hereby amended by the addition of the following: (a) As of the date of this Amendment No. 2, the Reporting Persons beneficially own 600,000 shares of Common Stock. (b) The Management Company and Mr. Loeb share voting and dispositive power over the 600,000 shares of Common Stock held directly by the Funds. 6 (c) Schedule A hereto sets forth certain information with respect to transactions by the Funds, at the direction of the Reporting Persons, in the Common Stock during the past sixty days. All of the transactions set forth on Schedule A, except as may be otherwise noted therein, were effected in open market purchases on the New York Stock Exchange through the Primary Broker. Except as set forth above, during the last sixty days there were no transactions in the Common Stock effected by the Reporting Persons, nor, to the best of their knowledge, any of their directors, executive officers, general partners or members. Item 7. Material to be Filed as Exhibits. 1. Letter from Daniel S. Loeb to Mr. A. James Dearlove, President and Chief Executive Officer of the Company, dated June 27, 2002. 7 Schedule A ---------- (Transactions by the Funds in Common Stock during the past sixty days) Shares Shares Price Date Purchased Sold Per Share - ---- --------- ---- --------- 04/30/02 13,216 $38.3000 04/30/02 13,216 $38.3000 05/31/02 3,452 $35.4900 05/31/02 3,452 $35.4900 06/25/02 50,000 $38.3229 06/26/02 50,000 $38.8483 8 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: June 28, 2002 THIRD POINT MANAGEMENT COMPANY L.L.C. By: /s/ Daniel S. Loeb ------------------------------ Name: Daniel S. Loeb Title: Managing Member Dated: June 28, 2002 /s/ Daniel S. Loeb ----------------------------- Daniel S. Loeb EX-1 4 thi1065531c.txt LETTER Exhibit 1 --------- VIA FACSIMILE & U.S. MAIL June 27, 2002 Mr. A. James Dearlove President & C.E.O. Penn Virginia Corporation One Radnor Corp Center, Suite 200 100 Matsonford Road Radnor, PA 19087-4515 Dear Mr. Dearlove: As you are aware, certain entities controlled by Third Point Management Company L.L.C. ("Third Point") own over 5% of Penn Virginia Corporation (the "Company"), making us one of its largest shareholders. Nevertheless neither you nor the Company's Chief Financial Officer had the courtesy to return the phone calls that I placed to you on June 25th prior to last night's announcement despite the fact that the Company was at the time evaluating a proposal that was, and remains of the utmost importance to shareholders. As we set forth in our 13D filing of February 19, 2002, we believe that Company shares trade at a significant discount to the Company's intrinsic value. In that letter we recommended various means that Penn Virginia could employ to boost its sagging share price, including a sale of the Company, share repurchases and growing the asset base of Penn Virginia Resource Partners. We also suggested that the Company cease making acquisitions of oil and gas properties given the Company's ill-conceived acquisition of Synergy Oil at the height of the natural gas market. In our view, had you followed the path to value realization outlined in our filings, Company shares would trade in the $40's on a stand-alone basis. Rather than heed our advice, management and its compliant Board of Directors issued a number of directives with the only apparent goal of enriching management and further entrenching their position. Specifically, you rewarded yourselves with an overly generous, and in our view undeserved, options package, gave yourselves egregious golden parachute agreements and concurrently lowered the trigger on the poison pill from 15% to 10%. In response to these ill-advised actions taken by you and the Board of Directors, Third Point Management amended its 13D to voice our opposition to these steps and state our intention to vote our shares against all but two members of the Board in this year's proxy vote. In our opinion, as a consequence of your various actions and inactions, the Company's shares drifted from their peak of $42 after the initial filings made by BP Capital and Third Point back to the low $30's when it became clear that management did not have a coherent strategy to address the substantial concerns we highlighted. On June 25th, the Company received a bona fide takeover offer from BP Capital Energy Equity Fund, L.P. (the "Pickens Offer") to acquire all of the Company's shares for $40 in cash. The very next day, the Company announced that it had rejected the Pickens Offer. We are amazed, but not surprised, at the perfunctory consideration this offer received. How could you or your financial advisors possibly have evaluated Mr. Pickens's offer in such a short period of time? Furthermore, your press release attempts to dismiss summarily the Pickens offer without providing sufficient justification for this action. It would appear that the only consideration you gave was how to protect your job--a position that grows more tenuous with each incident in which you evidently place your own interests over those of your shareholders. We are also troubled by the curious timing of the announcement of the resignation of Board Member, Richard A. Bachman. If Mr. Bachman resigned on June 14th, why did the Company wait until June 26th to announce his departure? The stated reason for Mr. Bachmans' resignation was that "the needs, requirements and growing time commitment associated with his role as President and Chief Executive Officer of Energy Partners, Ltd. (NYSE: EPL) could conflict with his time commitment and duties as a director of Penn Virginia." One can only wonder why suddenly, after over three years of serving both EPL and the Company, the time commitment became too burdensome for Mr. Bachman who had served as C.E.O. of EPL since January 1998. One could reasonably conjecture that Mr. Bachman, particularly in this era of increased scrutiny of directors of public companies, was concerned about the liability of being associated with a company board that is so insensitive to the needs and rights of its shareholders. Without commenting on the adequacy of price offered by Mr. Pickens, we believe it is essential that the Company pursue discussions with Mr. Pickens and make available to him relevant information that he has requested. We do not believe that Mr. Pickens is the only buyer interested in the Company. In fact, we have had informal discussions with a publicly traded, potential strategic buyer (the "Strategic Buyer") that expressed interest in making a friendly offer to purchase the Company subject to further due diligence. Accordingly, based on the Pickens Offer, the existence of the Strategic Buyer and our belief that an auction would bring out numerous other buyers of some or all of the Company's assets at a premium to current prices, we insist that the Company: o immediately retain a financial advisor to evaluate the Pickens Offer, engage in discussions with Pickens and the Strategic Buyer and solicit additional offers via an auction, o appoint a committee of outside directors to evaluate all potential offers and other financial alternatives, and o failing consummation of a sale of the Company, take immediate steps to place the Company's oil and gas assets into a new company to be spun off to shareholders. Based on my discussions with shareholders, it is our firm conviction that management does not have the support of the majority of its current shareholders. You can expect that since our initial 13D filing and in the coming days and weeks, an increasing number of your shareholders will be of a type sympathetic to Third Point's position. Notwithstanding the protection afforded by Virginia State takeover law, the Company's recently amended poison pill provision and the "business judgment rule," we and our advisors believe that the Company's Articles of Incorporation and Bylaws provide for the will of the shareholders to be determined either via a proxy contest or an initiative to be introduced at the Company's next annual meeting. We are prepared to initiate such a contest or introduce such an initiative should you and the Board of Directors fail to enter into discussions with Mr. Pickens and other potential acquirers. Since our involvement last February, I have heard repeated reports that you have characterized Third Point in essence of being "quick buck artists" who are not committed to their investment in the Company. Were that true, and given the low basis for our shares, one would have expected us to "cash in our chips" in the recent rally in your shares. On the contrary, we have added 100,000 shares to our position, bringing our total stake to 600,000 shares or 6.7%. We look forward to working with the Company to build value for all shareholders. Sincerely, /s/ Daniel S. Loeb Daniel S. Loeb -----END PRIVACY-ENHANCED MESSAGE-----