UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 2, 2011
PDC 2002-D LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
West Virginia | 000-50226 | 04-3726919 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
1775 Sherman Street, Suite 3000 Denver, Colorado |
80203 |
|
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (303) 860-5800
Not applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.01 Completion of Acquisition or Disposition.
As previously disclosed, PDC 2002-D Limited Partnership, a West Virginia limited partnership
(the Partnership) entered into an Agreement and Plan of Merger, dated as of June 20, 2011
(the Merger Agreement), by and among the Partnership, Petroleum Development Corporation,
a Nevada corporation and managing general partner of the Partnership ( PDC), and DP 2004 Merger
Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of PDC (the Merger
Sub) that was approved by the Partnerships limited partners other than PDC and its affiliates
(the Investors) at a special meeting held on October 28, 2011. On November 2, 2011,
pursuant to the terms of the Merger Agreement and in accordance with the West Virginia Uniform
Limited Partnership Act and the Delaware Limited Liability Company Act, the Partnership merged with
and into the Merger Sub, with the Merger Sub continuing as the surviving company (such transaction,
the Merger). As of the effective time of the Merger, all of the Partnerships
outstanding limited partnership units held by Investors (other than limited partnership units held
by Investors who properly exercise appraisal rights under West Virginia law) were automatically
converted into the right to receive cash in an amount equal to $4,024 per limited partnership unit,
plus the sum of the amounts withheld from per unit cash distributions by the partnership from
October 1, 2010 through August 31, 2011 for the partnerships additional Codell formation
development plan, less the sum of the per unit cash distributions made after August 31, 2011 and
before the closing date of the Merger (proportionally adjusted for partial limited partnership
units) and the separate existence of the Partnership ceased. As a result of the Merger, the
Partnership became eligible for termination of registration under the Exchange Act. Accordingly,
the Partnership expects to deregister its shares under the Securities Exchange Act of 1934, as
amended (the Exchange Act) and suspend the Partnerships reporting obligations under the
Exchange Act.
The foregoing description of the Merger Agreement and the transactions contemplated thereby
does not purport to be complete and is subject to, and qualified in its entirety by, the Merger
Agreement. A copy of the Merger Agreement was attached as Exhibit 2.1 to the Partnerships Current
Report on Form 8-K filed with the Securities and Exchange Commission on June 21, 2011.
Item 5.01 Change in Control of Registrant.
The information disclosed in Item 2.01 is hereby incorporated by reference. The total cash
merger consideration paid by PDC for the limited partnership units of the Partnership (excluding
those limited partnership units exercising dissenters rights and per unit cash distributions made
to Investors after August 31, 2011 and before the Merger closed)
was approximately $5.3 million,
which PDC funded from borrowings under its revolving credit facility and cash on hand.
The foregoing description of the Merger Agreement and the transactions contemplated thereby
does not purport to be complete and is subject to, and qualified in its entirety by, the Merger
Agreement. A copy of the Merger Agreement was attached as Exhibit 2.1 to the Partnerships Current
Report on Form 8-K filed with the Securities and Exchange Commission on June 21, 2011.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
PDC 2002-D LIMITED PARTNERSHIP |
||||
By: | PETROLEUM DEVELOPMENT | |||
CORPORATION, its Managing | ||||
General Partner | ||||
Date: November 8, 2011 | By: | /s/ Daniel W. Amidon | ||
Name: | Daniel W. Amidon | |||
Title: | General Counsel and Secretary |