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:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] 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: February 6, 2003
_________________________________________________
Proxy Statement of Douglas K. Thompson
_________________________________________________
In Opposition to Management of
Petroleum Development Corporation
_________________________________________________
In Connection With the
Annual Meeting of Stockholders
of Petroleum Development Corporation
To Be Held on ____________ __, 2003
___________ __, 2003
This Proxy Statement and the accompanying BLUE proxy card are
being furnished by Douglas K. Thompson in connection with the
solicitation by Mr. Thompson of proxies from the holders
("Stockholders") of shares of common stock, par value $.01 per share
("Common Stock"), of Petroleum Development Corporation, a Nevada
corporation (the "Company" or "PDC"), for use at the annual meeting of
Stockholders to be held on ____________ __, 2003 at ________ a.m., West
Virginia time, or at any adjournment or postponement thereof and any
special meeting of stockholders called in lieu thereof (collectively,
the "Annual Meeting"), to take the following actions: (i) to elect
Douglas K. Thompson and authorize Mr. Thompson to vote for two (2) of
the Company's director nominees to fill the three (3) seats on the
Board of Directors of the Company (the "Board") open for election at
the Meeting; (ii) to ratify and approve the selection of KPMG LLP as
the independent public accountants of the Company for the fiscal year
ending December 31, 2003; and (iii) to vote, in his discretion, on any
other matter that may be presented at the Annual Meeting.
Certain information concerning the Company, its officers,
directors, director nominees, and Stockholders contained in this Proxy
Statement has been taken from, or is based upon, publicly available
information set forth in filings made by the Company with the
Securities and Exchange Commission ("SEC"), including the Company's
proxy statement dated June 3, 2002 that was filed with the SEC on April
29, 2002 (the "2002 Annual Meeting Proxy Statement") in connection with
the Company's 2002 annual meeting of Stockholders (the "2002 Annual
Meeting"). Mr. Thompson has no personal knowledge of the accuracy of
the Company's disclosures in its 2002 Annual Meeting Proxy Statement or
in its other filings made with the SEC under the Securities Exchange
Act of 1934, as amended (the "Exchange Act").
Item 1. Date, Time and Place Information
(a) Mr. Thompson believes that the Annual Meeting
will take place on or about July 11, 2003, or on such other date, and
at such place and time as is fixed by the Board of Directors of the
Company. The principal executive offices of the Company are located at
103 East Main Street, Bridgeport, West Virginia 26330.
Mr. Thompson's business address is: Douglas K. Thompson, P.O.
Box 452, Harleysville, PA 19438, Telephone: (215) 256-1327, electronic
mail address: douglaskthompson@yahoo.com.
(b) This Proxy Statement and the BLUE proxy card are being
mailed to the Company's Stockholders of record on or about June 2,
2003.
(c) The deadlines applicable to Stockholders who wish to
submit proposals to be included in the Company's definitive proxy
materials for the Company's 2004 Annual Meeting of Stockholders will be
set forth in the Company's proxy materials to be distributed in
conjunction with the 2003 Annual Meeting.
Item 2. Revocability of Proxy
Section 2.11 of the Company's By-laws provides:
Every person entitled to vote for Directors or on any other
matter shall have the right to do so either in person or by one or more
agents authorized by a written proxy signed by such person and filed
with the Secretary of the Corporation. A proxy shall be deemed signed
if the Stockholder's name is placed on the proxy (whether by manual
signature, typewriting, telegraphic transmission or otherwise) by the
Stockholder or the Stockholder's attorney-in-fact.
Proxies cannot be voted for more than three (3) persons as
director nominees.
Under Nevada law and the Company's By-laws, any proxy executed
and returned by a Stockholder to Mr. Thompson may be revoked at any
time thereafter if written notice of the Stockholder's revocation of
such proxy is given to either Mr. Thompson or to the Secretary of the
Company prior to the vote taken at the Annual Meeting. Any Proxy,
executed and returned by a Stockholder to Mr. Thompson may also be
revoked by (1) the execution of a subsequent proxy which is presented
to the Annual Meeting, (2) the Stockholder attending the Annual Meeting
and voting by ballot, or (3) written notice of the death or incapacity
of the maker of the proxy given to Mr. Thompson or to the Secretary of
the Company before the vote pursuant thereto is counted.
Item 4. Persons Making the Solicitation
This solicitation is made by Douglas K. Thompson. Accordingly,
Mr. Thompson may be deemed the sole "participant" (as defined in the
proxy rules promulgated by the SEC under the Exchange Act) in the
solicitation of proxies by Mr. Thompson with respect to the 2003 Annual
Meeting.
Mr. Thompson has consented to be named in this Proxy Statement,
and has agreed to serve as a director of the Company if elected at the
Annual Meeting to fill one of the three (3) open director seats. Each
of the directorships in the class that is open for election at the
Annual Meeting has term that will run for a three-year period and
expire at the Company's annual meeting of stockholders to be held in
2006. Thus, if elected, Mr. Thompson would be entitled to serve a
three-year term as a director of the Company (2003-06). The election
of Mr. Thompson requires the affirmative vote of a plurality of the
votes cast. See Item 21 "Voting Procedures," below.
As more fully described below in Item 7, Mr. Thompson also is
seeking authority from Stockholders to vote for the election of two (2)
of the director candidates to be nominated by the Company's Board who
will be identified in the Company's proxy statement and related
materials to be sent to Stockholders in conjunction with the 2003
Annual Meeting. See Item 7 "Directors and Executive Officers," below.
Solicitation of proxies is being made by Mr. Thompson. Proxies
will be solicited by Mr. Thompson personally by means of U.S. or
overnight mail, advertisement, electronic mail or other messages sent
via the Internet, telephone or facsimile communications and in-person
discussions with other Stockholders. Mr. Thompson intends to solicit
proxies from individuals, brokers, banks, bank nominees and other
record and institutional holders of the Company's Common Stock. In
order to solicit Company stockholders who hold their shares in "street
name" or otherwise in the name of a record holder, Mr. Thompson intends
to retain Automatic Data Processing, Inc. ("ADP") to forward his
definitive proxy materials to Company stockholders who hold their
shares indirectly through nominee, institutional or other record
holders, and to tabulate voting results.
In accordance with the proxy rules promulgated by the SEC under
the Exchange Act, Mr. Thompson may also request that the Company
furnish this Proxy Statement and the accompanying Proxy Card on his
behalf directly to the Company's Stockholders. If the Company elects
to mail this Proxy Statement and Proxy Card on his behalf, Mr. Thompson
will reimburse the Company for postage costs and other reasonable
mailing expenses. In the alternative, Mr. Thompson may conduct his own
mailing and may request banks, brokerage houses and other custodians,
nominees and fiduciaries to forward all of his solicitation materials
to the beneficial owners of the shares they hold of record. If he
does so, Mr. Thompson will reimburse these record holders for their
reasonable out-of-pocket expenses in so doing.
The cost of the solicitation of proxies made by this Proxy
Statement will be borne entirely by Mr. Thompson. Costs related to the
solicitation of proxies include or may include expenditures for
attorneys, accountants, financial advisers, proxy solicitors, public
relations advisers, printing, advertising, postage, litigation and
related expenses and filing fees and are expected to be in the
aggregate approximately $35,000. Mr. Thompson estimates that through
the date hereof, his expenses in connection with this solicitation are
approximately $3,000. If he is successful in this solicitation, Mr.
Thompson will seek reimbursement from the Company for the costs of
solicitation, and does not expect that the issue of reimbursement will
be submitted to a vote of Stockholders.
Mr. Thompson is not aware of any business other than as set
forth in this Proxy Statement and the Company's proxy materials that
will be furnished to Stockholders for their consideration at the Annual
Meeting. Should other proposals be brought before the Annual Meeting,
Mr. Thompson will vote on such matters in the exercise of his
discretion.
Item 5. Interest of Certain Persons in Matters to be Acted Upon
According to the Company's 2002 Annual Meeting Proxy Statement,
the Board is currently composed of seven (7) Directors divided into
three (3) staggered classes, each class expiring after a three-year
term. Three (3) directors' terms are set to expire at the 2003 Annual
Meeting. If he is elected to serve as a member of the Company's Board,
Mr. Thompson will be entitled to receive the compensation regularly
received by members of the Company's Board as compensation for their
services. This compensation includes a $20,000 directors' fee paid
annually to the Company's outside Directors, and reimbursement for
their expenses.
Except for the election of directors and as otherwise discussed
herein, Mr. Thompson has no substantial interest, direct or indirect,
by security holdings or otherwise, in the matters to be acted upon at
the 2003 Annual Meeting for which proxies are solicited.
Douglas K. Thompson's present principal occupation and the name
and principal business address of the corporation in which such
employment is carried on, is as follows:
Douglas K. Thompson
Business Consultant
P.O. Box 452
Harleysville, Pennsylvania 19438
Mr. Thompson's Stock Ownership
As of the date of this Proxy Statement, Mr. Thompson
beneficially owns 115,400 shares of the Company's issued and
outstanding Common Stock. Based upon the Company's most recent SEC
filings, the shares owned by Mr. Thompson represent approximately 0.73%
of the Company's total issued and outstanding shares of Common Stock.
Mr. Thompson intends to maintain this level of ownership of Common
Stock through the date of the 2003 Annual Meeting. Mr. Thompson holds
investment discretion with respect to 5,000 shares of Company Common
Stock beneficially owned by his mother, Eileen Glorioso. As a result,
Mr. Thompson may be deemed to be the beneficial owner of these shares
for purposes of Rule 13d-3 adopted under the Exchange Act. Mrs.
Glorioso has not, however, granted Mr. Thompson any form of proxy with
respect to the voting of her shares.
Except as otherwise described herein, Mr. Thompson owns no other
shares of the Company's Common Stock, directly nor indirectly, of
record or beneficially (as the term "beneficial ownership" is defined
in Rule 13d-3 promulgated by the SEC under the Exchange Act). Mr.
Thompson is not required to file reports under Section 16(a) of the
Exchange Act with respect to his ownership of shares of the Company's
Common Stock.
Mr. Thompson owns the 115,400 shares of Common Stock through a
margin account maintained with a registered broker-dealer. As of the
date of this Proxy Statement, the shares of Company Common Stock held
by Mr. Thompson are pledged, along with other securities, as collateral
in a margin account, with an outstanding debit balance of approximately
$313,000. All purchases of Company Common Stock made by Mr. Thompson
using funds borrowed from the broker-dealer have been made in margin
transactions in the ordinary course of business on the firm's usual
terms and conditions.
Set forth in Appendix A to this Proxy Statement is information
with respect to all securities of the Company purchased or sold by
Douglas K. Thompson within the past two years.
Except for the margin account described above, Mr. Thompson is
currently not, nor has he ever been, a party to any contract,
arrangement or understanding with any person with respect to any
securities of the Company, including, but not limited to, joint
ventures, loan or option arrangements, puts or calls, guarantees
against loss or guarantees of profit, division of losses or profits, or
the giving or withholding of proxies.
Neither Mr. Thompson, nor any of his associates or immediate
family members, has engaged in any transaction or series of
transactions since the beginning of the Company's last fiscal year or
has currently proposed any transaction to which the Company or any of
its subsidiaries is or would be a party, in which the amount involved
exceeded or exceeds $60,000.
Mr. Thompson has had no transactions of any nature with the
Company or any of its subsidiaries, nor has he been indebted to the
Company or any of its subsidiaries at any time during the past fiscal
year or otherwise. In addition, Mr. Thompson has never held any
position or office with, nor served as a director of, the Company or
any subsidiary or affiliate thereof. His sole relationship to the
Company is his personal status as a Stockholder of the Company.
Neither Mr. Thompson, nor any of his associates, has any
arrangement or understanding with any person with respect to any future
employment by the Company or its affiliates or with respect to any
future transactions to which the Company or any of its affiliates will,
or may be, a party.
Item 6. Voting Securities and Principal Holders Thereof
The Company reported in its most recent quarterly report on Form
10-Q filed with the SEC on November 5, 2002 and in its 2002 Annual
Meeting Proxy Statement that it had 15,734,767 shares of Common Stock
outstanding as of April 30 and September 30, 2002, respectively. In
its 2002 Annual Meeting Proxy Statement, the Company stated that each
share of its Common Stock was entitled to one vote on all matters to
come before the Stockholders.
The record date for the Company's 2003 Annual Stockholders'
Meeting is not known at this time by Mr. Thompson. However, Mr.
Thompson believes that the Company's Board will set a record date of on
or about May 30, 2003 for the 2003 Annual Meeting, which is
approximately the one-year anniversary of the record date used in
conjunction with the Company's 2002 Annual Stockholders' Meeting.
Shares Owned by Certain Stockholders
According to the Company's 2002 Annual Meeting Proxy
Statement, as of April 15, 2002, two entities each beneficially owned
more than five percent (5%) of the Company's outstanding Common Stock.
In addition, Mr. Thompson knows of no other Stockholder who
beneficially owns more than five percent (5%) of the Company's
outstanding Common Stock.
Name and Address Beneficial Ownership (1)
Number Percent
Fidelity Management
82 Devonshire Street, Boston, MA 02109 1,624,500 10.3
Dimensional Fund Advisors Inc.
1299 Ocean Avenue, Santa Monica, CA 90401 1,160,800 7.4
(1) Includes shares over which the person currently holds or shares
voting or investment power. Unless otherwise indicated in the footnotes
to this table, the persons named in this table have sole voting and
investment power with respect to the shares beneficially owned.
Reference is made to the Company's Annual Meeting 2002 Proxy
Statement for certain information about the ownership of Common Stock
by the Company's officers and directors, and certain other matters
required to be disclosed by the Company by the SEC. Mr. Thompson
expects that the Company will update this information when it files its
definitive proxy materials for the 2003 Annual Meeting with the SEC and
mails such materials to Company Stockholders.
Stock Price Performance
For a description of the stock price performance of the
Company's Common Stock, reference is made to the Company's 2002 Annual
Meeting Proxy Statement, at page 9 under the heading "Stockholder
Performance Graph," and to any similar graph contained in the Company's
definitive proxy materials for the 2003 Annual Meeting to be with the
SEC and mailed to Stockholders.
Item 7. Directors & Executive Officers
Board Nominee - Douglas K. Thompson
Mr. Thompson is nominating himself as a candidate to be elected
to one of the three (3) seats on the Company's Board that are to be
filled at the Company's Annual Meeting by election of the Company's
Stockholders.
If Stockholders complete the enclosed proxy card and return it
to Mr. Thompson, he will vote all shares represented by such proxies at
the 2003 Annual Meeting to elect himself to the Board seat and to elect
two (2) of the Company's director nominees as discussed below under the
heading "The Company's Other Board Nominees." Because Mr. Thompson is
seeking to be elected to the Board in opposition to the Company's slate
of director candidates, there is no assurance that any of the Company's
nominees for director positions will, if elected at Annual Meeting, in
fact agree to serve with Mr. Thompson on the Board.
Mr. Thompson's Background
Mr. Thompson is 38 years old and conducts business as Douglas K
Thompson, Consulting, a sole proprietorship business consulting firm
(2000 to present) which offers business consulting services. Mr.
Thompson also derives income from his investing activities.
Previously, Mr. Thompson served at various times as 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 at the
Stanley Works Incorporated as a Finance and Operational Consultant. In
June of 1997, Mr. Thompson was asked by MacDermid to return to his
prior position. Mr. Thompson did so, leaving the Stanley Works
Incorporated on good terms. Prior to this Mr. Thompson served as a
senior financial and operational auditor at United Technologies
Incorporated (1994 - 1995), Division Controller Lydall, Incorporated
(1992-1994), Supervising Senior Auditor KPMG Peat Marwick LLP (1987-
1992). In addition, Mr. Thompson was certified as a public accountant
in the state of Connecticut (1993). He is a graduate cum laude of The
University of Connecticut, Bachelor of Science in Accounting, 1986.
Mr. Thompson is not a party to any material proceeding to which
any director, officer or affiliate of the Company, any owner of record
or beneficially of more than five percent of any class of the Company's
voting securities, or any associate of any such director, officer,
affiliate of the Company, or security holder, is a party adverse to the
Company or any of its subsidiaries. There is no arrangement or
understanding between Mr. Thompson and any other person pursuant to
which Mr. Thompson is to be selected as a director or nominee of the
Company.
The Company's Other Board Nominees
Mr. Thompson intends to nominate himself to fill one (1) vacant
seat on the Board at the Annual Meeting. Thus, if Mr. Thompson is
elected to the Board, two of the Company's nominees who receive the
highest number of votes will also be elected at the Annual Meeting.
Accordingly, Mr. Thompson also is seeking authority from Stockholders
to vote for the election of two (2) of the Company's Board nominees to
fill the remaining open Board seats. Company Stockholders should refer
to the Company's proxy materials to be distributed by the Company in
connection with the Annual Meeting (when these materials become
available) for the names, backgrounds, qualifications and other
information concerning the Company's nominees. Proxies cannot be
voted for more than three (3) persons.
Mr. Thompson is not seeking authority to vote for, and will not
exercise any authority with respect to, Mr. David B. Nestor, one of the
Directors whose term is expiring at the 2003 Annual Meeting. According
to the Company's 2002 Annual Meeting Proxy Statement, Mr. Nestor was
first elected to the Board of Directors of the Company in 2000. Mr.
Thompson expects that Mr. Nestor, because of his recent election to the
Board, will be nominated again to serve another term on the Company's
Board. However, Mr. Thompson cannot guarantee that Mr. Nestor will be
nominated or that he will agree to be so nominated. Mr. Thompson is
not seeking authority to vote for and will not exercise any authority
with respect to Mr. David B. Nestor. If the Company's stockholders
grant Mr. Thompson their proxy authority, he will not vote for the
election of Mr. Nestor to the Board.
Because Mr. Thompson is seeking to be elected to the Board in
opposition to the Company's slate of director candidates, there is no
assurance that any of the Company's nominees for director positions
will, if elected at Annual Meeting, in fact agree to serve with Mr.
Thompson on the Board.
Vote Required for Election of Directors
According to the Company's 2002 Annual Meeting Proxy Statement,
a plurality of the votes cast at the Annual Meeting in person or by
proxy, is required for the election of directors. A "plurality" means
that the three (3) nominees who receive the largest number of votes
cast will be elected as directors. Abstentions and broker non-votes
will not be considered as votes cast with respect to the election of
directors, and therefore any abstentions or broker non-votes will not
affect the election of the candidates receiving a majority of the votes
cast. Mr. Thompson believes that these rules will apply to the
election of directors at the 2003 Annual Meeting.
Other Board Matters
Information concerning (1) the committees of the Company's
Board, (2) the meetings of the Company's Board of Directors, (3) the
audit committee report, (4) the backgrounds of the nominees of the
Company's Board, (5) the compensation and remuneration paid and payable
to the Company's directors and management, and (6), related matters is
set forth in the Company's 2002 Annual Meeting Proxy Statement,
beginning at page 2 thereof. The Company's proxy materials to be filed
with the SEC in connection with the 2003 Annual Meeting will update
this information. Stockholders are urged to review carefully these
proxy materials when they become available.
Item 8. Compensation of Directors and Executive Officers
Mr. Thompson has no information as to compensation paid by the
Company to its officers and directors other than the information set
forth in the Company's 2002 Annual Meeting Proxy Statement. According
to information discussed in the Company's 2002 Annual Meeting Proxy
Statement, Mr. Thompson believes that James N. Ryan, Steven R.
Williams, and Dale G. Rettinger receive annual salaries of $192,435,
$154,035 and $154,035, respectively, for services as officers of the
Company. Each officer receives a performance-based bonus, directors
fees of $10,000, and a tax reimbursement associated with the exercise
of stock options. For a more complete discussions of these
compensation matters, see the Company's 2002 Annual Meeting Proxy
Statement, at pages 4-9.
Item 9. Independent Public Accountants.
Mr. Thompson recommends you vote to approve and ratify the
selection of KPMG LLP as the Company's certified public accountants for
the fiscal year ended December 31, 2003.
Vote Required
According to the Company's 2002 Annual Meeting Proxy Statement,
a majority of the votes cast at the Annual Meeting, in person or by
proxy, is required for the ratification of the Board's selection of
independent accountants. Abstentions and broker non-votes will not be
considered as votes cast with respect to the ratification of the
Board's selection of certified public accountants. Mr. Thompson
believes that these rules will apply at the 2003 Annual Meeting to the
ratification and approval of the selection of KPMG LLP as the as the
Company's certified public accountants for the fiscal year ended
December 31, 2003.
Item 21. Voting Procedures.
According to the Company's 2002 Annual Meeting Proxy Statement,
the following voting procedures applied to the election of directors
held at the 2002 Annual Meeting of Stockholders:
The outstanding voting securities of the Company as of April 30, 2002,
consisted of 15,734,767 shares of $0.01 par value common stock ("Common
Stock"). Stockholders of record as of the close of business on May 31,
2002 are entitled to vote. Each Stockholder is entitled to one vote for
each share of Common Stock held of record on this date. Stockholders
are not permitted to cumulate their votes for the election of
directors. Abstentions and broker non-votes will be counted in the
number of shares present in person or represented by proxy for purposes
of determining whether a quorum is present. The Company's By-Laws
provide that the directors of the Company shall be divided into three
classes and that, at each annual meeting of Stockholders of the
Company, successors to the class of directors whose term expires at the
annual meeting will be elected for a three-year term. The classes are
staggered so that the term of one class expires each year. Mr.
Rettinger and Mr. Swoveland are members of the class whose term expires
in 2002; Mr. Morgan, Mr. Nestor and Mr. Williams are members of the
class whose term expires in 2003; and Mr. D'Annunzio and Mr. Ryan are
members of class whose term expires in 2004. There is no family
relationship between any director or executive officer and any other
director or executive officer of the Company. There are no arrangements
or understandings between any director or officer and any other person
pursuant to which such person was selected as an officer. Votes
pursuant to the enclosed proxy will be cast, unless authority is
withheld, for the election of the two persons named under "Nominees for
Terms Expiring 2005" below, each of whom are members of the present
Board and each of whom are expected to be able to serve on the Board to
be elected at this meeting. If any of such persons is unwilling or
unable to act in such capacity, an event which is not now anticipated,
the enclosed proxy will be voted for such person or persons as the
Board of Directors may designate. During 2001, the Board of Directors
held six meetings. No director attended fewer than 75% of the aggregate
of all meetings of the Board and the committees, if any, upon which
such director served.
A plurality of the votes cast at the Annual Meeting in person or by
proxy, is required for the election of directors. Abstentions and
broker non-votes will not be considered as votes cast with respect to
the election of directors, and therefore any abstentions or broker non-
votes will not affect the election of the candidates receiving a
majority of the votes cast.
Mr. Thompson expects that the above described voting procedures
will also be applicable to the election of directors and the other
matters to be vote on by Stockholders at the Company's 2003 Annual
Meeting.
* * * * * *
YOUR VOTE IS IMPORTANT!
Your vote is important. No matter how many shares you own,
please give me your proxy (1) FOR the election of Douglas K. Thompson
and authorizing Mr. Thompson to vote for two (2) of the Company's
director nominees (other than Mr. Donald B. Nestor) and (2) FOR
ratification and approval of the selection of KPMG LLP as the Company's
certified public accountants for the fiscal year ended December 31,
2003 by taking the following steps:
1. SIGN the enclosed BLUE proxy card;
2. DATE the enclosed BLUE proxy card;
3. MAIL the enclosed BLUE proxy card TODAY in the envelope
provided (no postage is necessary if mailed in the United States); or
4. CONTACT your broker and instruct the broker to execute a
BLUE proxy card (1) FOR the election of Douglas K. Thompson and
authorizing Mr. Thompson to vote for two (2) of the Company's director
nominees (other than Mr. Donald B. Nestor) to serve as directors whose
terms will expire at the 2006 Annual Stockholders' Meeting, and (2) FOR
ratification and approval of the selection of KPMG LLP as the Company's
certified public accountants for the fiscal year ended December 31,
2003.
If any of your shares are held in the name of a brokerage
firm, bank, bank nominee or other institution, only it can vote such
shares and only upon receipt of your specific instructions.
Accordingly, Mr. Thompson recommends that you contact the person
responsible for your account and instruct that person to execute the
BLUE proxy card representing your shares.
If you have any questions or require additional information,
please contact Douglas K. Thompson directly by calling 1-(215) 256-
1327 or by e-mail at: douglaskthompson@yahoo.com.
Respectfully submitted,
By: /s/ Douglas K. Thompson
Douglas K.
Thompson
Date: ____________ __, 2003
FORM OF PROXY CARD
PETROLEUM DEVELOPMENT CORPORATION
COMMON STOCK
PROXY SOLICITED BY DOUGLAS K. THOMPSON FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON ______________ __, 2003
The undersigned Stockholder of Petroleum Development Corporation
hereby appoints Douglas K. Thompson as attorney-in-fact and proxy for
the undersigned, with power of substitution, to act and to vote, as
designated herein, with the same force and effect as the undersigned,
all shares of the Company's Common Stock standing in the name of the
undersigned at an Annual Meeting of Stockholders of Petroleum
Development Corporation to be held at [LOCATION], [ADDRESS],
[CITY/STATE], on [DATE], at [TIME], West Virginia time, and any
adjournment thereof. The Board of Directors of Petroleum Development
Corporation is not soliciting proxy authority through this proxy card.
This proxy is revocable prior to the time it is voted by
delivering to Douglas K. Thompson or to the Secretary of the Company
either a written revocation or a proxy bearing a later date, or by
appearing at the Annual Meeting and voting in person. The undersigned
hereby revokes any previous proxies with respect to the matters covered
by this proxy.
Douglas K. Thompson recommends voting FOR Douglas K. Thompson
and authorizing Mr. Thompson to vote for two (2) of the Company's
director nominees (other than Donald B. Nestor) as to serve as
Directors whose terms shall expire in 2006 and FOR the ratification and
approval of the selection of KPMG LLP as certified public accountants
for the Company for the fiscal year ended December 31, 2003.
ON THE REVERSE SIDE HEREOF, PLEASE MARK, SIGN, DATE AND RETURN
THIS PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE PROVIDED. IF YOU NEED
ASSISTANCE WITH THIS PROXY CARD, please contact Douglas K. Thompson by
calling 1-(215) 256-1327, or by e-mail at: douglaskthompson@yahoo.com.
(See Reverse Side of Proxy Card for Voting and Instructions)
VOTING AND INSTRUCTIONS
[X] PLEASE MARK YOUR VOTES AS IN THIS
EXAMPLE.
1. For the election of the following nominee to the Board of
Directors: Douglas K. Thompson
[ ] FOR
[ ] WITHHOLD
To withhold authority for the election of Mr. Thompson, write
Mr. Thompson's name in the following space or mark an "X" next to the
WITHHOLD box set forth above.
Withhold:
Mr. Thompson intends to use this proxy to vote for two (2) persons who
have been nominated by the Company to serve as director, other than Mr.
Thompson. You should refer to the Company's proxy statement and form
of proxy distributed by the Company for the names, backgrounds,
qualifications and other information concerning the Company's nominees.
Mr. Thompson is not seeking authority to vote for and will not exercise
any authority with respect to Mr. Donald B. Nestor, one of the
Company's director nominees. There is no assurance that any of the
Company's nominees will serve if elected with Mr. Thompson. You may
withhold authority to vote for an additional Company nominee, by
writing the name of the Company nominee in the following space:
Withhold:
2. For the ratification and approval of the selection KPMG LLP as
the certified public accountants for the Company for the fiscal year to
end December 31, 2003.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
The shares represented by this proxy will be voted as
specified herein. Where no voting instructions are given, the shares
represented by this proxy will be voted (1) for the election of Douglas
K. Thompson and authorizing Mr. Thompson to vote for two (2) of the
company's director nominees (other than Donald B. Nestor) to serve as
directors whose terms expire in 2006 and (2) for the approval and
ratification of the selection of KPMG LLP as the certified public
accountants for fiscal year ended December 31, 2003. In his
discretion, Douglas K. Thompson is authorized to vote upon such other
business as may properly come before the Annual Meeting or any
adjournment postponement or rescheduling, about which the Stockholders
were not made aware within a reasonable time before this solicitation.
Please date and sign this proxy exactly as your name
appears hereon:
Signature:
______________________________________
Dated:__________________________,
2003
Signature
(if held jointly):
_________________________________
Title:___________________________
When shares are held by joint tenants, both should sign. When
signing as attorney-in-fact, executor, administrator, trustee,
guardian, corporate officer or partner, please give full title as such.
If a corporation, please sign in corporate name by President or other
authorized officer. If a partnership, please sign in partnership name
by authorized person.
APPENDIX A TO PROXY STATEMENT OF DOUGLAS K. THOMPSON
Set forth below is information with respect to all securities of
Petroleum Development Corporation purchased or sold by Douglas K.
Thompson within the past two years.
Date Purchased or Sold Shares Purchased Shares Sold
October 29, 2002 2000
July 9, 2002 2000
July 3, 2002 2500
June 26, 2002 5000
June 18, 2002 2500
June 12, 2002 3100
April 17, 2002 2500
April 15, 2002 5000
April 12, 2002 100
April 9, 2002 2500
Aril 2, 2002 1100
March 25, 2002 3600
January 2, 2002 500
December 28, 2001 2000
December 27, 2001 2500
December 20, 2001 2500
December 18, 2001 2000
November 27, 2001 4500
November 21, 2001 3000
November 16, 2001 500
November 15, 2001 2500
November 8, 2001 500
November 1, 2001 1800
October 26, 2001 1800
October 9, 2001 2500
October 5, 2001 2500
September 17, 2001 2300
September 10, 2001 1800
September 7, 2001 5000
September 6, 2001 7500
September 5, 2001 7500
September 4, 2001 5000
August 31, 2001 800
July 26, 2001 2500
July 25, 2001 2500
July 24, 2001 5000
June 11, 2001 3000
June 7, 2001 10000
May 22, 2001 5000
May 21, 2001 12400
May 18, 2001 5000
May 17, 2001 5000
May 16, 2001 2600
May 11, 2001 2600
May 10, 2001 2400 4300
May 9, 2001 700
May 4, 2001 1800
April 27, 2001 2500
April 19, 2001 4300
April 11, 2001 5000
April 10, 2001 1900
April 4, 2001 100
March 21, 2001 15000
March 9, 2001 2900
March 8, 2001 2900
March 5, 2001 2800
March 2, 2001 5000
February 21, 2001 7800
February 7, 2001 1700
February 6, 2001 2800 1100
February 5, 2001 2800
January 29, 2001 5000
January 24, 2001 5000
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