UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )
1775 Sherman Street, Suite 3000
Denver, CO 80203
(303) 860-5800
Receive Notices and Communications)
June 7, 2010
If the filing person has previously filed a statement on Schedule 13G to report this acquisition that is the subject of this Schedule 13D, and is filing this Schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box:o
Note:Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
CUSIP No. | SCHEDULE 13D |
1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) | ||||||||||
Petroleum Development Corporation 20-0547582 | |||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | ||||||||||
(a) o | |||||||||||
(b) o | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
BK, WC, OO | |||||||||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Nevada | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 89.85 | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 0 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 89.85 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
0 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
89.85 | |||||||||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o N/A | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
5.13% (See Note 1) | |||||||||||
14 | TYPE OF REPORTING PERSON | ||||||||||
CO |
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• | to act on behalf of PDC’s board in representing the interests of the limited partnerships, including the Partnership, and their investors with respect to all matters relating to a merger or any related or alternative transactions thereto; and | ||
• | to exercise all lawfully delegable powers of PDC’s board (acting in its capacity as the governing decision-making body of the managing general partner on behalf of the limited partnerships) to take any and all actions and to make any and all decisions relating to a merger or any related or alternative transactions thereto, including without limitation the consideration, evaluation, negotiation, rejection or acceptance thereof, all on behalf of the limited partnerships, including the Partnership, and as the special committee deemed to be advisable and in the best interests of the limited partnerships and their investors. |
4
• | if the parties thereto agree to such termination by mutual consent; | ||
• | by any party thereto if the proposed merger does not occur by December 31, 2010; | ||
• | by any party thereto if consummation of the merger becomes illegal or is otherwise prohibited by law or regulation; | ||
• | by any party thereto if any suit or action is pending against parties to the agreement challenging the legality or any aspect of the merger transaction; | ||
• | by the special committee, on behalf of the Partnership and prior to approval by investors, if the special committee believes it has received a superior offer that is more favorable to the investors; or | ||
• | by either PDC or the Partnership, if the other fails to perform its obligations under the merger agreement and such failure has a non-curable material adverse effect on the PDC or the Partnership, as the case may be, or materially and adversely affects the transactions contemplated by the merger agreement. |
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99.1 | Limited Partnership Agreement of PDC 2004-D Limited Partnership, dated as of October 1, 2004 (incorporated by reference to Exhibit 3.1 to the Annual Report on Form 10-K filed by the Partnership on August 5, 2009). | |
99.2 | Form of Amendment to the Limited Partnership Agreement, attached as Appendix G to the Proxy Statement (incorporated by reference to Appendix G to the Schedule 14A filed by the Partnership on July 14, 2010). | |
99.3 | Agreement and Plan of Merger by and among Petroleum Development Corporation, DP 2004 Merger Sub, LLC and PDC 2004-D Limited Partnership, dated as of June 7, 2010 (incorporated by reference to Exhibit 9.01 to the Current Report on Form 8-K filed on June 9, 2010). | |
99.4 | Amended and Restated Credit Agreement, dated as of November 4, 2005, by and among Petroleum Development Corporation, certain of its subsidiaries, JPMorgan Chase Bank, N.A., BNP Paribas and Wachovia Bank, N.A. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by PDC on November 4, 2005). | |
99.5 | First Amendment to Amended and Restated Credit Agreement, dated as of August 9, 2007, by and among Petroleum Development Corporation, certain of its subsidiaries, JPMorgan Chase Bank, N.A. and various other banks (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by PDC on August 15, 2007). | |
99.6 | Second Amendment to Amended and Restated Credit Agreement, dated as of October 16, 2007, by and among Petroleum Development Corporation, certain of its subsidiaries, JPMorgan Chase Bank, N.A. and various other banks (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by PDC on October 22, 2007). | |
99.7 | Third Amendment to Amended and Restated Credit Agreement, dated as of July 15, 2008, by and among Petroleum Development Corporation, certain of its subsidiaries, JPMorgan Chase Bank, N.A. and various other banks (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by PDC on July 21, 2008). | |
99.8 | Fourth Amendment to Amended and Restated Credit Agreement, dated as of July 18, 2008, by and among Petroleum Development Corporation, certain of its subsidiaries, JPMorgan Chase Bank, N.A. and various other banks (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by PDC on July 21, 2008). | |
99.9 | Fifth Amendment to Amended and Restated Credit Agreement, dated as of November 12, 2008, by and among Petroleum Development Corporation, certain of its subsidiaries, JPMorgan Chase Bank, N.A. and various other banks (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by PDC on November 19, 2008). | |
99.10 | Sixth Amendment to Amended and Restated Credit Agreement, dated as of May 22, 2009, by and among Petroleum Development Corporation, certain of its subsidiaries, JPMorgan Chase Bank, N.A. and various other banks (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by PDC on May 29, 2009). | |
99.11 | Seventh Amendment to Amended and Restated Credit Agreement, dated as of October 29, 2009, by and among Petroleum Development Corporation, certain of its subsidiaries, JPMorgan Chase Bank, N.A. and various other banks (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by PDC on November 4, 2009). | |
99.12 | Eight Amendment to Amended and Restated Credit Agreement, dated as of December 18, 2009, by and among Petroleum Development Corporation, certain of its subsidiaries, JPMorgan Chase Bank, N.A. and various other banks (incorporated by reference to Exhibit 10.11 to the Annual Report on Form 10-K filed by PDC on March 4, 2010). |
7
Dated: August 26, 2010 | PETROLEUM DEVELOPMENT CORPORATION | |||
By: | /s/ Richard W. McCullough | |||
Richard W. McCullough | ||||
Chairman and Chief Executive Officer | ||||
OF
PETROLEUM DEVELOPMENT CORPORATION
Name | Position with PDC, Other Present Principal Occupation | |
Richard W. McCullough | Chairman of the Board, Chief Executive Officer and Director | |
Gysle R. Shellum | Chief Financial Officer | |
Barton R. Brookman, Jr. | Senior Vice President Exploration and Production | |
Daniel W. Amidon | General Counsel and Secretary | |
Lance A. Lauck | Senior Vice President Business Development | |
Jeffrey C. Swoveland | Director | |
Joseph E. Casabona | Director | |
Anthony J. Crisafio | Director | |
Larry F. Mazza | Director | |
David C. Parke | Director | |
James M. Trimble | Director | |
Kimberly Luff Wakim | Director |
Appendix A