SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
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by Rule 14a-6(e)(2))
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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)
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(4) Date Filed: February 12, 2003
The following press release was issued by Douglas K. Thompson on
February 12, 2003.
FOR IMMEDIATE RELEASE
CONTACT: Douglas K. Thompson (215) 256-1327
DOUGLAS K. THOMPSON ANNOUNCES HIS CANDIDACY FOR ELECTION TO THE BOARD
OF DIRECTORS OF PETROLEUM DEVELOPMENT CORPORATION (NASDAQ NMS: PETD)
Harleysville, Pennsylvania (February 12, 2003) - Douglas K. Thompson, a
business consultant, today announced his intention to nominate himself
for election to a seat on the board of directors of Petroleum
Development Corporation (NASDAQ NMS: PETD), 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 intends to nominate himself as an independent candidate
for the Board of Directors of Petroleum Development Corporation ("PDC")
at PDC's next regularly scheduled annual meeting of stockholders. Mr.
Thompson believes that three (3) seats on the PDC Board of Directors
will be open for election at the upcoming annual stockholders meeting,
which Mr. Thompson expects will be held at some point during July 2003.
To this end, Mr. Thompson filed revised preliminary proxy materials
with the Securities and Exchange Commission on February 6, 2003.
Background of Mr. Thompson's Candidacy
On December 12, 2002, Mr. Thompson mailed a letter to James N. Ryan,
Chairman of the Board and Chief Executive Officer of PDC, and Steven R
Williams, President and a member of the PDC Board. In his letter, Mr.
Thompson expressed concerns that he and other PDC stockholders have
raised at previous annual stockholder meetings. Mr. Thompson's concerns
have included, but are not limited to, (1) the amount of compensation
paid by PDC to the executive officers who are also PDC directors as it
relates to PDC's financial performance, (2) PDC's disclosure practices
in its quarterly press releases and periodic filings made with the
Securities and Exchange Commission, (3) PDC's decision to terminate its
practice of conducting regular quarterly conference calls with the
investing public, and (4) other related corporate governance and
investor relations matters.
Mr. Thompson stated further, his beliefs, in his December 12th letter:
"The Company's response to many of the concerns raised by myself and
others has been mixed but generally poor. Consequently, I am of the
opinion that the shareholders are not adequately represented by the
current Board of Directors."
"I am writing to request that you rectify this. I believe the
governance and performance of the Company can be improved through the
addition of an independent board member with a sizeable personal
interest. I currently own 115,400 shares of stock and would like to
garner a nomination for a seat on the board along with the board's
recommendation. I believe I could add value both on the board
generally and by serving on the audit and compensation committees. I
would also like to see the Company initiate and I would like to
participate on a shareholder relations committee. "
PDC notified Mr. Thompson by letter dated December 16, 2002, that his
candidacy was being forwarded to the Nominating Committee of the PDC
Board of Directors for consideration. In a follow-up telephone
conversation with Steven R. Williams on December 18, 2002, Mr. Williams
was unable to provide Mr. Thompson with a timeframe in which his
candidacy would be considered by the Nominating Committee.
PDC Performance
Mr. Thompson believes that PDC's senior management has done an
admirable job growing and diversifying PDC's reserves and cash flow
while maintaining a strong capital structure. He believes, however,
that the compensation and other benefits afforded to members of PDC's
senior management have in recent years outweighed the benefits enjoyed
by the stockholders. He believes this has created a cloud of
uncertainty in the equity markets that is adversely effecting PDC's
share price. As a significant stockholder, Mr. Thompson would like to
work constructively with PDC's senior management and its Board of
Directors to improve stockholder relations, continue to improve the
financial strength of PDC and ultimately provide PDC's stockholders
with higher returns.
Mr. Thompson's Background
Mr. Thompson is a 38 year-old private investor who also conducts
business as Douglas K Thompson Consulting, a sole proprietorship (2000
to present) which offers business consulting services. Previously, Mr.
Thompson served at various times as a Financial and Operational
Consultant, Division Controller, General Manager, and Director of
Operations for various North American Business Units of MacDermid
Incorporated (1995 - 2000). Mr. Thompson left MacDermid Incorporated
in January 1997 for a more lucrative opportunity as a Finance and
Operations Consultant at the Stanley Works Incorporated. In June of
1997 Mr. Thompson was asked to return to MacDermid Incorporated, which
he did, leaving the Stanley Works Incorporated on good terms.
Previously, Mr. Thompson served as a Senior Financial and Operational
Auditor at United Technologies Incorporated (1994 - 1995), Division
Controller at Lydall, Incorporated (1992-1994), and Supervising Senior
Auditor with KPMG Peat Marwick LLP (1987-1992). In addition, Mr.
Thompson was Certified as a Public Accountant ("CPA") by the state of
Connecticut in 1993. He is a graduate cum laude of the University of
Connecticut, Bachelor of Science in Accounting, 1986.
Mr. Thompson currently owns 115,400 shares of PDC common stock. For
more information concerning the personal and professional background of
the participant, Mr. Thompson, and his interests in PDC (by ownership
of securities or otherwise, direct or indirect) and the matters to be
presented at the 2003 PDC annual meeting, please refer to Mr.
Thompson's revised preliminary proxy materials filed with the SEC on
February 6, 2003, which PDC stockholders should review carefully.
* * * * * *
THIS ANNOUNCEMENT IS NOT A PROXY STATEMENT, NOR IS IT A SOLICITATION OF
ANY PROXIES FROM PDC STOCKHOLDERS BY MR. THOMPSON. Mr. Thompson's
planned solicitation of proxies from PDC stockholders, when made, will
consist of definitive proxy materials, including a proxy card, that
will be filed with the SEC and separately furnished to all PDC
stockholders prior to the date of the 2003 annual meeting. Mr.
Thompson strongly advises all PDC stockholders to read, when they
become available, his definitive proxy materials and other relevant
documents, because they will contain important information that all PDC
stockholders should consider carefully before making any decisions
about the proposals that Mr. Thompson will be asking PDC stockholders
to approve at the 2003 annual meeting.
When completed, Mr. Thompson's definitive proxy materials and other
relevant documents will be mailed to all PDC stockholders and will be
available at no charge at the SEC's web site at http://www.sec.gov.
PDC stockholders may also obtain a copy of this communication, Mr.
Thompson's February 6, 2003 revised preliminary proxy statement and,
when available, any future preliminary and definitive proxy materials,
directly from Mr. Thompson by contacting him at
douglaskthompson@yahoo.com, telephone number: 1-(215)-256-1327, or by
writing to Douglas K. Thompson, PO Box 452, Harleysville, PA 19438.
Mr. Thompson encourages PDC stockholders or potential stockholders to
contact him directly with any questions or comments.
Mr. Thompson also encourages PDC stockholders to review carefully, when
they become available, PDC's definitive proxy materials and other
relevant materials to be distributed in connection with the PDC 2003
annual stockholders' meeting. PDC stockholders may contact the Company
directly at petd@petd.com or 1-(800)-624-3821 with questions or
comments regarding the Company's proxy materials.