SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
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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 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.