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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: 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
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