-----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, V0IbmvIJXvbn3zSpC6KidWcsWI47VyQH6hU9K6NbRXLEP+SBWxtc9ayi+Kve4Pyf ge6R5NxWgzM/XiHvfAqPhQ== 0000899140-02-000573.txt : 20020809 0000899140-02-000573.hdr.sgml : 20020809 20020809094904 ACCESSION NUMBER: 0000899140-02-000573 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020809 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: 02723789 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 thi1081576b.txt AMENDMENT NO. 3 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* 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 August 6, 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 707,600 OWNED BY --------- ----------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 0 --------- ----------------------------------------------- 10 SHARED DISPOSITIVE POWER 707,600 - ----------- ------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 707,600 - ----------- ------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ----------- ------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.93% - ----------- ------------------------------------------------------------------- 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 707,600 OWNED BY --------- ----------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 0 --------- ----------------------------------------------- 10 SHARED DISPOSITIVE POWER 707,600 - ----------- ------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 707,600 - ----------- ------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ----------- ------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.93% - ----------- ------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO - ----------- ------------------------------------------------------------------- This Amendment No. 3 to Schedule 13D (this "Amendment No. 3") 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. 3 relates to the common stock, par value $6.25 per share, of Penn Virginia Corporation, a Virginia corporation (the "Company"), and further 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. 3 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 $3,551,307.10 of their own investment capital to acquire the 107,600 shares of Common Stock referenced in Schedule A hereto. The Shares were acquired in open market purchases on the New York Stock Exchange. Item 4. Purpose of Transaction. As further detailed in a letter, dated August 8, 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 could be sold to a strategic buyer at a significant premium to its current market price. In his letter, Mr. Loeb offered to meet with the Company at its offices, together with a potential strategic buyer, to discuss a friendly acquisition of the Company or other means to maximize shareholder value. Mr. Loeb believes that such an acquisition is in the best interest of the Company's shareholders, employees and communities that it serves. 5 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. 3, the Reporting Persons beneficially own 707,600 shares of Common Stock. (b) The Management Company and Mr. Loeb share voting and dispositive power over the 707,600 shares of Common Stock held directly by the Funds. (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 since the most recent filing on Schedule 13D, dated as of June 28, 2002. 6 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, since the most recent filing on Schedule 13D, 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 August 8, 2002. 7 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: August 9 , 2002 THIRD POINT MANAGEMENT - COMPANY L.L.C. By:/s/ Daniel S. Loeb ----------------------------------------- Name: Daniel S. Loeb Title: Managing Member Dated: August 9 , 2002 /s/ Daniel S. Loeb - ------------------------------------------ Daniel S. Loeb Schedule A ---------- (Transactions by the Funds in Common Stock since the most recent filing on Schedule 13D)
Shares Shares Price Date Purchased Sold Per Share - ---- --------- ------ --------- 07/24/02 50,000 $33.5000 07/26/02 20,000 $32.8778 07/30/02 1,500 $34.3673 07/31/02 11,672 $34.6600 07/31/02 (11,672) $34.6600 08/01/02 6,100 $34.6264 08/06/02 30,000 $31.8660
EX-1 4 thi1081576c.txt LETTER Exhibit 1 --------- VIA FACSIMILE & U.S. MAIL August 8, 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: I am writing to inform you that we have recently acquired additional Penn Virginia (the "Company") shares bringing our holdings to 707,600 shares or 7.9 % of the outstanding shares. As you know, we have had ongoing discussions with one or more parties that could be interested in acquiring the Company at a significant premium to its current level. We would like to meet with you to discuss the possibility of selling the Company to such a strategic buyer. We would be pleased to come to your offices accompanied by such a strategic buyer to discuss a potential friendly acquisition of the Company or other means to maximize shareholder value. I believe that such an acquisition could be effected at a substantial premium to the market, negotiated on a friendly basis and is in the best interest of the Company's shareholders, employees and communities that it serves. I look forward to speaking with you to arrange a time to meet to discuss this matter. Sincerely, /s/ Daniel S. Loeb Daniel S. Loeb -----END PRIVACY-ENHANCED MESSAGE-----