PETROLEUM & RESOURCES CORP
DEFA14A, 1999-02-18
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                            SCHEDULE 14A INFORMATION

          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 Section 240.14a-11(c) or Section 240.14a-12


                         PETROLEUM & RESOURCES CORPORATION
                (Name of Registrant as Specified in its Charter)


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:

     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:

<PAGE>

       PETROLEUM & RESOURCES CORPORATION - PROXY FOR 1999 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 Pierre, 5th Avenue at 61st Street, New
York, NY 10021, on the 30th day of March, 1999 at 11:00 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 12, 1999, and the Proxy Statement furnished
therewith.


IF THE UNDERSIGNED FAILS TO SPECIFY HEREIN HOW SUCH SHARES ARE TO BE VOTED ON
SAID ITEMS (A) AND (B), THEY SHALL BE VOTED "FOR" SAID PROPOSALS.


                                                                          (over)

PETROLEUM & RESOURCES CORPORATION
P.O. BOX 11130
NEW YORK, N.Y. 10203-0130

<PAGE>

(a) ELECTION OF DIRECTORS

    FOR all nominees                 [ ]
    listed below                        
                                        
    WITHHOLD AUTHORITY to vote       [ ]
    for all nominees listed below       
                                        
    *EXCEPTIONS                      [ ]
    

Nominees: Enrique R. Arzac, Allan Comrie, Daniel E. Emerson, Thomas H. Lenagh,
          W. D. MacCallan, W. Perry Neff, Douglas G. Ober, Landon Peters, John
          J. Roberts, Robert J. M. Wilson

(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_____________________________________________________________________


(b) THE SELECTION OF PricewaterhouseCoopers LLP as independent public
    accountants.

    FOR     [ ]              AGAINST    [ ]            ABSTAIN  [ ]


(c) 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.


THE BOARD OF DIRECTORS RECOMMENDS VOTES FOR: PROPOSALS (A) AND (B).

                                        Change of Address or    [ ]
                                        Comments Mark Here


                              NOTE: The signature(s) should correspond with the
                                    name of the stockholder(s) as it appears
                                    hereon.


                              Dated: ________________________________,1999

                              Signature __________________________________

                              Joint Tenant _______________________________
                                                                    COMMON

SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.

                              VOTES MUST BE INDICATED  [X]
                              (X) IN BLACK OR BLUE INK.


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