10-K/A 1 pv108137.htm FORM 10-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K/A
AMENDMENT NO. 1

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2005

Commission File Number: 0-753


Penn Virginia Corporation
(Exact name of registrant as specified in its charter)

Virginia		23-1184320
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)

Three Radnor Corporate Center, Suite 300
100 Matsonford Road
Radnor, Pennsylvania 19087
(Address of principal executive offices)

Registrant’s telephone number, including area code: (610) 687-8900

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Title of each class		Name of exchange on which registered

Common Stock, $0.01 Par Value		New York Stock Exchange

Indicate by check mark if the registrant is a well known seasoned issuer, as defined in Rule 405 of the Securities Act of 1933.

Yes x

No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934.

Yes o

No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes o

No x

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check One)

Large accelerated filer

Accelerated filer

Non-accelerated filer

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o

No x

The aggregate market value of common stock held by non-affiliates of the registrant was $818,538,083 as of June 30, 2005 (the last business day of its most recently completed second fiscal quarter), based on the last sale price of such stock as quoted on the New York Stock Exchange. For purposes of making this calculation only, the registrant has defined affiliates as including all directors and all executive officers, but excluding any institutional shareholders. This determination is not necessarily a conclusive determination for other purposes.

As of March 8, 2006, 18,644,728 shares of common stock of the registrant were issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:

		Part Into Which Incorporated

(1) Proxy Statement for Annual Meeting of Shareholders on May 2, 2006		Part III

EXPLANATORY NOTE

We are filing this Amendment No. 1 on Form 10-K/A to our Annual Report on Form 10-K for the fiscal year ended December 31, 2005 that was originally filed on March 16, 2006 (the “Original Filing”) to amend the cover page of the Original Filing and Part IV, Item 15, on page 102 of the Original Filing as disclosed herein. In our Current Report on Form 8-K filed on February 6, 2006 announcing that Merrill A. Miller was elected to our Board of Directors (the “Board”), we inadvertently failed to disclose that, in connection with Mr. Miller’s election, we amended our Bylaws to increase the size of the Board from nine to ten members. We subsequently filed a Current Report on Form 8-K on April 5, 2006 to disclose the amendment to our Bylaws and to file a copy of our amended Bylaws. The cover page of the Original Filing is being amended to reflect that, at the time of the Original Filing, we had not filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934. Item 15 of the Original Filing is being amended to incorporate by reference such amended Bylaws.

The following documents are filed as exhibits to this report:

(31.1)		Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

(31.2)		Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

(32.1)		Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(32.2)		Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

This report continues to speak as of the date of the Original Filing, and we have not updated the disclosure in this report to speak as of a later date. All information contained in this report and the Original Filing is subject to updating and supplementing as provided in our periodic reports filed with the Securities and Exchange Commission.

PART IV

Item 15 Exhibits, Financial Statement Schedules

The following documents are filed as exhibits to this Annual Report on Form 10-K.

(1)		Financial Statements—The financial statements filed herewith are listed in the Index to Financial Statements on page 51 of this Annual Report on Form 10-K.

(2)		All schedules are omitted because they are not required, inapplicable or the information is included in the consolidated financial statements or the notes thereto

(3)		Exhibits

(3.1)		Articles of Incorporation of Penn Virginia Corporation (incorporated by reference to Exhibit 3.1 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 1999).

(3.2)		Articles of Amendment of Articles of Incorporation of Penn Virginia Corporation (incorporated by reference to Exhibit 3.2 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 1999).

(3.3)		Articles of Amendment of Articles of Incorporation of Penn Virginia Corporation (incorporated by reference to Exhibit 3 to Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2004).

(3.4)		Amended and Restated Bylaws of Registrant (incorporated by reference to Exhibit 3(ii) to Registrant’s Report on Form 8-K filed on April 5, 2006).

(4.1)		Rights Agreement dated as of February 11, 1998 between Penn Virginia Corporation and American Stock Transfer & Trust Company (incorporated by reference to Exhibit 1.1 to Registrant’s Registration Statement on Form 8-A filed on February 20, 1998).

(4.2)		Amendment No. 1 to Rights Agreement dated as of March 27, 2002 by and between Penn Virginia Corporation and American Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1 to Registrant’s Report on Form 8-K filed on March 28, 2002).

(10.1)		Amended and Restated Credit Agreement dated as of December 4, 2003 among Penn Virginia Corporation, the lenders party thereto, Bank One, NA, as Administrative Agent, Wachovia Bank, National Association, as Syndication Agent, Royal Bank of Canada, BNP Paribas and Fleet National Bank, as Documentation Agents, and Banc One Capital Markets, Inc. and Wachovia Capital Markets, LLC, as Co-Lead Arrangers and Joint Book Runners (incorporated by reference to Exhibit 10.1 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2003).

(10.2)		First Amendment to Amended and Restated Credit Agreement dated as of December 29, 2004 among Penn Virginia Corporation, the lenders party thereto and JPMorgan Chase Bank, N.A.

(10.3)		Second Amendment to Amended and Restated Credit Agreement dated as of December 15, 2005 among Penn Virginia Corporation, the lenders party thereto and JPMorgan Chase Bank, N.A.

(10.4)		Omnibus Agreement dated October 30, 2001 among Penn Virginia Corporation, Penn Virginia Resource GP, LLC, Penn Virginia Operating Co., LLC and Penn Virginia Resource Partners, L.P. (incorporated by reference to Exhibit 10.2 to Registrant’s Report on Form 8-K filed on November 14, 2001).

(10.5)		Amendment No. 1 to Omnibus Agreement dated December 19, 2002 among the Penn Virginia Corporation, Penn Virginia Resource GP, LLC, Penn Virginia Operating Co., LLC and Penn Virginia Resource Partners, L.P. (incorporated by reference to Exhibit 10.9 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2002).

(10.6)		Penn Virginia Corporation and Affiliated Companies’ Employees’ 401(k) Plan, as amended (incorporated by reference to Exhibit 10.3 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2001).*

(10.7)		Penn Virginia Corporation Supplemental Employees Retirement Plan, as amended.*

(10.8)		Penn Virginia Corporation Non-Employee Directors Deferred Compensation Plan.*

(10.9)		Penn Virginia Corporation 1994 Stock Option Plan, as amended (incorporated by reference to Exhibit 10.5 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 1999).*

(10.10)		Penn Virginia Corporation 1995 Fourth Amended and Restated Directors’ Stock Compensation Plan (incorporated by reference to Exhibit 10.3 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2004).*

(10.11)		Penn Virginia Corporation Second Amended and Restated 1999 Employee Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed on February 27, 2006).

(10.12)		Form of restricted stock award agreement (incorporated by reference to Exhibit 10.13 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2004).*

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	PENN VIRGINIA CORPORATION

	By:	/s/ FRANK A. PICI

April 19, 2006		Frank A. Pici
		Executive Vice President and Chief Financial Officer


	By:	/s/ FORREST W. MCNAIR

April 19, 2006		Forrest W. McNair
		Vice President and Controller

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

/S/ ROBERT GARRETT		April 19, 2006
	Chairman of the Board and Director
(Robert Garrett)

/S/ JOE N. AVERETT, JR.		April 19, 2006
	Director
(Joe N. Averett, Jr.)

/S/ EDWARD B. CLOUES, II		April 19, 2006
	Director
(Edward B. Cloues, II)

/S/ A. JAMES DEARLOVE		April 19, 2006
	Director and President and Chief Executive Officer
(A. James Dearlove)

/S/ KEITH D. HORTON		April 19, 2006
	Director and Executive Vice President
(Keith D. Horton)

/S/ STEVEN W. KRABLIN		April 19, 2006
	Director
(Steven W. Krablin)

/S/ Merrill A. Miller, Jr.		April 19, 2006
	Director
(M errill A. Miller, Jr.)

/S/ MARSHA R. PERELMAN		April 19, 2006
	Director
(Marsha R. Perelman)

/S/ PHILIPPE VAN MARCKE DE LUMMEN		April 19, 2006
	Director
(Philippe van Marcke de Lummen)

/S/ GARY K. WRIGHT		April 19, 2006
	Director
(Gary K. Wright)