UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[_] Definitive Proxy Statement
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
PETROLEUM & RESOURCES CORPORATION
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(Name of Registrant as Specified In Its Charter)
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(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)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
February 26, 2003
Dear Shareholder:
You recently received in the mail a proxy voting card for the Corporation's 2003
Annual Meeting. There is an error on the proxy card because the printer failed
to provide a box to mark in order to vote in favor of electing all of the
Directors. We apologize for any confusion that this error may have caused and
are sending you a new proxy card for you to use.
If you already filled out your original proxy card and, in voting for the
election of all of the Directors, put an X where the box should have been or
otherwise made clear that you were voting for all of the Directors, it is not
necessary for you to fill in the new card that is enclosed. In addition, if you
mailed in your proxy card and made no indication of how you wanted to vote on
the election of directors, and it was your intention to vote for all of the
Directors, then you do not need to fill out a new card as your shares will be
voted for all the Directors.
If you have not yet voted, please use the enclosed card. If you already sent in
your card, however, and were uncertain how to indicate your vote for the
Directors, please fill out the enclosed card, making sure to vote again on all
of the proposals, and mail it in the envelope provided. In addition, you can
vote by telephone or the internet if that would be more convenient. Follow the
directions on the proxy card for how to use those methods for voting.
If you have any questions about the proxy voting process, please do not hesitate
to call the Corporation's Shareholders Relations Department. Our toll free
number is (800) 638-2479.
Sincerely yours,
Lawrence L. Hooper, Jr.
Vice President, Secretary & General Counsel
Two Alternate Ways to Vote Your Proxy
VOTE BY TELEPHONE OR INTERNET
24 Hours a Day - 7 Days a Week
Save Your Company Money - It's Fast and Convenient
TELEPHONE
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1-866-593-3356
.. Use any touch-tone telephone.
.. Have your Proxy Form in hand.
.. Enter the Control Number located in the box below.
.. Follow the simple recorded instructions.
OR
INTERNET
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https://www.proxyvotenow.com/peo
.. Go to the website address listed above.
.. Have your Proxy Form in hand.
.. Enter the Control Number located in the box below.
.. Follow the simple instructions.
OR
MAIL
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.. Mark, sign and date your Proxy Card.
.. Detach card from Proxy Form.
.. Return the card in the postage-paid envelope provided.
Your telephone or internet vote authorizes the named proxies to vote your shares
in the same manner as if you marked, signed and returned the proxy card. If you
have submitted your proxy by telephone or the internet there is no need for you
to mail back your proxy.
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CONTROL NUMBER FOR
TELEPHONE OR INTERNET VOTING
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1-866-593-3356
CALL TOLL-FREE TO VOTE
. DETACH PROXY CARD HERE IF YOU ARE NOT VOTING BY TELEPHONE OR INTERNET .
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[_] Sign, Date and Return the
Proxy Card Promptly Using [X]
the Enclosed Envelope. Votes must be indicated
(x) in Black or Blue ink.
THE BOARD OF DIRECTORS RECOMMENDS VOTES FOR: PROPOSALS (1), (2) and (3)
1. ELECTION OF DIRECTORS:
FOR [_] WITHHOLD [_]
ALL FOR ALL EXCEPTIONS [_]
Nominees: 01 - Enrique R. Arzac, 02 - Daniel E. Emerson, 03 - Edward J. Kelly,
III, 04 - Thomas H. Lenagh, 05 - W. D. MacCallan, 06 - W. Perry Neff,
07 - Douglas G. Ober*, 08 - Landon Peters, 09 - John J. Roberts, 10 -
Susan C. Schwab, 11 - Robert J. M. Wilson *Mr. Ober is an "interested
person", as defined by the Investment Company Act of 1940, because he
is an officer of the Company.
FOR AGAINST ABSTAIN
2. THE SELECTION OF PricewaterhouseCoopers [_] [_] [_]
LLP as independent public accountants.
3. APPROVAL OF AMENDMENT to extend the term [_] [_] [_]
of the Corporation's Stock Option Plan.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST PROPOSAL (4).
4. Recommend that the Board consider placing [_] [_] [_]
limitations on when stock option grants
may be awarded.
(Instructions: To withhold authority to vote for any individual nominee, mark
the "Exceptions" box and write that nominee's name in the space provided below.)
+Exceptions____________________________________________________________________
In their discretion, the Proxies are authorized to vote upon all other business
that may properly come before the Meeting with all the powers the undersigned
would possess if personally present.
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S C A N L I N E
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NOTE: The signature(s) should correspond with the name of the stockholder(s) as
it appears hereon.
Date Share Owner sign here Co-Owner sign here
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PETROLEUM & RESOURCES CORPORATION - PROXY FOR 2003 ANNUAL MEETING
Solicited on Behalf of the Board of Directors
The undersigned hereby appoints W. D. MacCALLAN, W. PERRY NEFF and ROBERT
J. M. WILSON, the proxies, and each of them (with power to act without the
others and with power of substitution) the proxy of the undersigned, for and in
the name of the undersigned, to vote at the Annual Meeting of Stockholders of
Petroleum & Resources Corporation to be held at the Hyatt Regency O'Hare, 9300
W. Bryn Mawr Avenue, Rosemont, IL 60018, on the 25th day of March, 2003 at 10:00
a.m., and at any adjournment thereof, the shares of stock which the undersigned
would be entitled to vote if personally present.
The undersigned hereby ratifying all action of said proxies, or any of
them, or their or his substitutes or substitute by virtue hereof; and hereby
revoking any authorization to vote such shares heretofore given by the
undersigned to anyone. The undersigned hereby acknowledges receipt of the Notice
of Annual Meeting of Stockholders dated February 14, 2003, and the Proxy
Statement furnished therewith.
If the undersigned fails to specify herein how such shares are to be voted
on said proposals (1), (2), (3) and (4), they shall be voted "FOR" proposals
(1), (2) and (3), and "AGAINST" proposal (4).
(over)
PETROLEUM & RESOURCES CORPORATION
P.O. BOX 11130
NEW YORK, N.Y. 10203-0130
To change your address, please mark this box. [_]
Attend Annual Meeting mark here. [_]