UNITED STATES


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





Date of Report (Date of earliest event reported): February 28, 2012








PETROLEUM DEVELOPMENT CORPORATION


(Exact name of registrant as specified in its charter)


(Doing Business as PDC Energy)





Nevada0-724695-2636730(State or other jurisdiction of(Commission(I.R.S. Employerincorporation or organization)File Number)Identification Number)





1775 Sherman Street, Suite 3000


Denver, Colorado 80203


(Address of principal executive offices) (Zip Code)





Registrant’s 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:


 ̈ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


 ̈ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


 ̈ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


 ̈ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))








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Item 2.01. Completion of Acquisition or Disposition of Assets





On a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on December 22, 2011, Petroleum Development Corporation (dba PDC Energy) (the “Company”), a Nevada corporation, first reported that the Company had executed a Purchase and Sale Agreement with COG Operating LLC (“COG”), a wholly-owned subsidiary of Concho Resources Inc. (NYSE:CXO), dated December 20, 2011, pursuant to which COG agreed to purchase from the Company its core Permian Basin oil and gas properties, leasehold mineral interests and related assets for approximately $173.9 million, subject to customary adjustments, including adjustments based on title and environmental diligence to be conducted by COG. On February 28, 2012, this divestiture was completed with total proceeds received of $184.4 million, after preliminary closing adjustments. The effective date of the closing was November 1, 2011 and all proceeds and certain customary operational costs and expenses attributable to these assets will be apportioned between the Company and COG according to such date.  Following the closing of the transaction, the Company has completely divested its Permian Basin assets.








Item 9.01. Financial Statements and Exhibits





(b)  Pro Forma Financial Information





The unaudited pro forma condensed consolidated balance sheet as of December 31, 2011 and the unaudited pro forma condensed consolidated statements of operations for the years ended December 31, 2011 and 2010 to reflect the divestitures of the Company's Permian Basin assets are furnished as Exhibit 99.1 to this current report and are incorporated herein by reference.





(d)  Exhibits


Exhibit No.Description99.1Pro Forma Financial Information











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SIGNATURE


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.





Date: March 2, 2012


PETROLEUM DEVELOPMENT CORPORATIONBy:/s/ Daniel W. AmidonDaniel W. AmidonGeneral Counsel and Secretary














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EXHIBIT INDEX


Exhibit No.Description99.1Pro Forma Financial Information