Attached files
| file | filename |
|---|---|
| EX-99.1 - PRESS RELEASE - PENN VIRGINIA CORP | dex991.htm |
| EX-99.2 - CONSENT SOLICITATION STATEMENT - PENN VIRGINIA CORP | dex992.htm |
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: March 24, 2011 (March 24, 2011)
(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) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| Four Radnor Corporate Center, Suite 200 100 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):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 7.01. | Regulation FD Disclosure. |
On March 24, 2011, Penn Virginia Corporation (the “Company”) announced the commencement of a consent solicitation (the “Consent Solicitation”) relating to the Company’s outstanding 10.375% Senior Notes due 2016 (the “Notes”). The consents are being solicited from registered holders of the Notes as of the close of business on March 23, 2011. The Consent Solicitation will expire at 5:00 p.m., New York City time, on Friday, April 1, 2011, unless extended. A copy of the press release announcing the Consent Solicitation is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The terms and conditions of the Consent Solicitation are described in a Consent Solicitation Statement dated March 24, 2011, which is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the above information, the Consent Solicitation Statement 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 exhibits be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| 99.1 | Press release of Penn Virginia Corporation dated March 24, 2011. | |
| 99.2 | Consent Solicitation Statement of Penn Virginia Corporation dated March 24, 2011. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: March 24, 2011
| Penn Virginia Corporation | ||
| By: | /s/ NANCY M. SNYDER | |
| Name: | Nancy M. Snyder | |
| Title: | Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary | |
Exhibit Index
| Exhibit No. |
Description | |
| 99.1 | Press release of Penn Virginia Corporation dated March 24, 2011. | |
| 99.2 | Consent Solicitation Statement of Penn Virginia Corporation dated March 24, 2011. | |