-----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, UftVABzI4Ma3thYs3WV2B45mNKkalZ+bYKiTxsZWyDBKTddFUs/T0lmg8pJiQRPi BKMTaPeaF2ToYgEZmA5ZOw== 0001213608-03-000009.txt : 20030502 0001213608-03-000009.hdr.sgml : 20030502 20030502084041 ACCESSION NUMBER: 0001213608-03-000009 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030502 EFFECTIVENESS DATE: 20030502 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: THOMPSON DOUGLAS K CENTRAL INDEX KEY: 0001213608 FILING VALUES: FORM TYPE: DFAN14A MAIL ADDRESS: STREET 1: P O BOX 452 CITY: HARLCYSVILLE STATE: PA ZIP: 19438 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PETROLEUM DEVELOPMENT CORP CENTRAL INDEX KEY: 0000077877 STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381] IRS NUMBER: 952636730 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DFAN14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-07246 FILM NUMBER: 03678095 BUSINESS ADDRESS: STREET 1: 103 E MAIN ST CITY: BRIDGEPORT STATE: WV ZIP: 26330 BUSINESS PHONE: 3048426256 MAIL ADDRESS: STREET 1: PETROLEUM DEVELOPMENT CO STREET 2: PO BOX 26 CITY: BRIDGEPORT STATE: WV ZIP: 26330 FORMER COMPANY: FORMER CONFORMED NAME: YELLOW WING URANIUM CORP DATE OF NAME CHANGE: 19730606 DFAN14A 1 may5pr.txt MAY 5 PRESS RELEASE SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [ ] Filed by a Party other than the Registrant [X] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [X] Definitive Additional Materials [ ] Soliciting Material Pursuant to rule 14a-12 PETROLEUM DEVELOPMENT CORPORATION (Name of Registrant as Specified In Its Charter) DOUGLAS K. THOMPSON (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a- 6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: [ ] Fee paid previously with preliminary materials: [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. (1) Amount previously paid: (2) Form, Schedule or Registration Statement no.: (3) Filing Party: (4) Date Filed: May 2, 2003 The following press release was issued by Douglas K. Thompson on May 5, 2003. FOR IMMEDIATE RELEASE CONTACT: Douglas K. Thompson (215) 256-1327 DOUGLAS K. THOMPSON DISCONTINUES HIS EFFORTS TO SEEK ELECTION TO THE BOARD OF DIRECTORS OF PETROLEUM DEVELOPMENT CORPORATION (NASDAQ NMS: PETD) Harleysville, Pennsylvania (May 5, 2003) - Douglas K. Thompson, a business consultant, today announced he is discontinuing his efforts to seek election to a seat on the board of directors of Petroleum Development Corporation (NASDAQ NMS: PETD, the "Company" or "PDC"), an oil and gas company based in Bridgeport, West Virginia with drilling and production operations in the Appalachian Basin, Michigan and the Rocky Mountains. Mr. Thompson has sought improvement in PDC's corporate governance, shareholder relations and ultimately, shareholder value. It is Mr. Thompson's belief that the Company's board of directors has responded to his actions with a number of encouraging initiatives to improve the corporate governance and profitability of the Company. Mr. Thompson believes that these Company actions have been well received by the equity markets and have contributed (along with such things as the commencement of operations May 1, 2003 of the Kern River Pipeline expansion which is expected improve the pricing situation for Rocky Mountain production) to the increase in PDC's stock price by more than 30% since December 2002. Mr. Thompson has maintained that he wishes to work constructively with Company management and the board of directors to improve shareholder value. In light of the positive measures taken by the Company in recent months, Mr. Thompson believes that a contested director election at this time would be disruptive to the Company and unnecessary. In the future, Mr. Thompson will continue to monitor the corporate governance and disclosure practices of the Company and seek to work constructively with Company management and the board of directors to the benefit of all PDC shareholders. Included below is a timeline of events relevant to Mr. Thompson's efforts: Timeline of Recent Events December 12, 2002 Mr. Thompson sends a letter to Steven R. Williams, PDC's President, and James N. Ryan, PDC's Chairman of the Board and CEO, expressing his concerns regarding the corporate governance practices of the Company's board of directors. In his letter, Mr. Thompson requests that he be nominated to the board by the Company. Mr. Thompson informs the Company if he is not nominated, he is prepared to solicit his own proxies from shareholders to seek election to the board. The closing price of PDC stock on December 12, 2002 was $5.47 per share. December 16, 2002 Mr. Williams sends a letter to Mr. Thompson stating that Mr. Thompson's nomination request has been forwarded to the nominating committee for consideration. January 21, 2003 Mr. Thompson files preliminary proxy statement for a contested solicitation with the Securities and Exchange Commission ("SEC"). Jan. 24, 2003 The Company announces the resignation of Roger J. Morgan, a director since 1969, from the board and the appointment of independent director Kimberly Luff Wakim. The Company's press release dated Jan 24, 2003 stated: "PDC's board currently includes several members who satisfy the criteria for financial experts, and with Ms. Wakim's addition, also satisfies the requirement for an outside director majority." The Company also files a current report on Form 8-K with the SEC including its January 24, 2003 press release and a copy of the Company amended Bylaws, dated as of January 24, 2003. February 6, 2003 Mr. Thompson files a revised preliminary proxy statement with the SEC. February 12, 2003 Mr. Thompson issues a press release announcing his candidacy and also files the press release with the SEC as additional definitive proxy soliciting materials under the proxy rules. The closing price of PDC stock on February 12, 2003 was $5.64 per share. March 11, 2003 The Company announces that the Company's CEO and Chairman James N. Ryan plans to retire from the Company at the end of 2003 and that Mr. Williams, the Company's President, will succeed Mr. Ryan as CEO. The Company also announces new employment contracts for certain senior executives beginning in 2004 and estimates savings will be approximately $2 million from 2002 levels. According to the Company's press release, Mr. Jeffrey C. Swoveland, Chairman of the Company's compensation committee, stated "these new contracts reflect the current market for similarly situated companies and tie management compensation and the creation of shareholder value tightly together." March 13, 2003 The Company announces a share repurchase program covering up to 5% of the Company's outstanding shares of common stock to run through the end of 2004. May 1, 2003 Mr. Thompson notifies the SEC that he is discontinuing his efforts to seek election to the board of directors and terminating his proxy solicitation. The closing price of PDC stock on May 1, 2003 was $7.36 per share. Contact: Douglas K. Thompson 215/256-1327 e-mail douglaskthompson@yahoo.com - -4- 666178_2 -----END PRIVACY-ENHANCED MESSAGE-----