-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UaqPDLtfSl/jOYL6WBklP9NK57wvouA4uEhKaF/smj08ERjAl5mowrnzRHn+J7GW jNuhtUN0F8gUl5fTRlwQ6Q== 0000950116-02-001317.txt : 20020611 0000950116-02-001317.hdr.sgml : 20020611 20020610171432 ACCESSION NUMBER: 0000950116-02-001317 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020610 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CASTLE ENERGY CORP CENTRAL INDEX KEY: 0000709355 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 760035225 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-34047 FILM NUMBER: 02675545 BUSINESS ADDRESS: STREET 1: ONE RADNOR CORPORATE CTR STE 250 STREET 2: 100 MATSONFORD RD CITY: RADNOR STATE: PA ZIP: 19087 BUSINESS PHONE: 6109959400 MAIL ADDRESS: STREET 1: ONE RADNOR CORPORATE CENTER SUITE 250 STREET 2: 100 MATSONFORD CITY: RADNOR STATE: PA ZIP: 19087 FORMER COMPANY: FORMER CONFORMED NAME: MINDEN HOLDING CO DATE OF NAME CHANGE: 19830310 FORMER COMPANY: FORMER CONFORMED NAME: MINDEN OIL & GAS INC/NEW DATE OF NAME CHANGE: 19861117 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CASTLE ENERGY CORP CENTRAL INDEX KEY: 0000709355 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 760035225 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: ONE RADNOR CORPORATE CTR STE 250 STREET 2: 100 MATSONFORD RD CITY: RADNOR STATE: PA ZIP: 19087 BUSINESS PHONE: 6109959400 MAIL ADDRESS: STREET 1: ONE RADNOR CORPORATE CENTER SUITE 250 STREET 2: 100 MATSONFORD CITY: RADNOR STATE: PA ZIP: 19087 FORMER COMPANY: FORMER CONFORMED NAME: MINDEN HOLDING CO DATE OF NAME CHANGE: 19830310 FORMER COMPANY: FORMER CONFORMED NAME: MINDEN OIL & GAS INC/NEW DATE OF NAME CHANGE: 19861117 SC 13D 1 sc13d.txt SC 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Delta Petroleum Corporation ------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.01 par value ------------------------------------------------------------------- (Title of Class of Securities) 247907 20 7 ------------------------------------------------------------------- (CUSIP Number) Richard E. Staedtler Chief Financial Officer Castle Energy Corporation One Radnor Corporate Center, Suite 250 Radnor , PA 19087 (610) 995-9400 ------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 31, 2002 ------------------------------------------------------------------- (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. Schedule 13D -- Page 1 of 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 (however, see the Notes). Schedule 13D -- Page 2 of _______________________________________________________________________________ CUSIP No. 247907 20 7 _______________________________________________________________________________ 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Castle Energy Corporation 76-0035225 ______________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (See Instructions) (b) [ ] ______________________________________________________________________________ 3 SEC USE ONLY ______________________________________________________________________________ 4 SOURCE OF FUNDS (See Instructions) 00 ______________________________________________________________________________ 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] ______________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware _______________________________________________________________________________ | | NUMBER OF | 7 | SOLE VOTING POWER SHARES | | 0 BENEFICIALLY |_____|________________________________________________________ OWNED BY | | EACH | 8 | SHARED VOTING POWER REPORTING | | 9,948,289 PERSON WITH |_____|________________________________________________________ | | | 9 | SOLE DISPOSITIVE POWER | | 0 |_____|________________________________________________________ | | | 10 | SHARED DISPOSITIVE POWER | | 9,948,289 _______________|_____|_________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,948,289 ______________________________________________________________________________ 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] ______________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 44.01% ______________________________________________________________________________ 14 TYPE OF REPORTING PERSON (See Instructions) CO _____________________________________________________________________________ Schedule 13D -- Page 3 of _______________________________________________________________________________ CUSIP No. 247907 20 7 _______________________________________________________________________________ 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS CEC, Inc 51-0363154 ______________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (See Instructions) (b) [ ] ______________________________________________________________________________ 3 SEC USE ONLY ______________________________________________________________________________ 4 SOURCE OF FUNDS (See Instructions) 00 ______________________________________________________________________________ 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] ______________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware _______________________________________________________________________________ | | NUMBER OF | 7 | SOLE VOTING POWER SHARES | | 0 BENEFICIALLY |_____|________________________________________________________ OWNED BY | | EACH | 8 | SHARED VOTING POWER REPORTING | | 9,948,289 PERSON WITH |_____|________________________________________________________ | | | 9 | SOLE DISPOSITIVE POWER | | 0 |_____|________________________________________________________ | | | 10 | SHARED DISPOSITIVE POWER | | 9,948,289 _______________|_____|_________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,948,289 ______________________________________________________________________________ 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] ______________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 44.01% ______________________________________________________________________________ 14 TYPE OF REPORTING PERSON (See Instructions) CO _____________________________________________________________________________ Schedule 13D -- Page 4 of _______________________________________________________________________________ CUSIP No. 247907 20 7 _______________________________________________________________________________ 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Joseph L. Castle II ______________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (See Instructions) (b) [X] ______________________________________________________________________________ 3 SEC USE ONLY ______________________________________________________________________________ 4 SOURCE OF FUNDS (See Instructions) 00 ______________________________________________________________________________ 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] ______________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA _______________________________________________________________________________ | | NUMBER OF | 7 | SOLE VOTING POWER SHARES | | 0 BENEFICIALLY |_____|________________________________________________________ OWNED BY | | EACH | 8 | SHARED VOTING POWER REPORTING | | 9,948,289 PERSON WITH |_____|________________________________________________________ | | | 9 | SOLE DISPOSITIVE POWER | | 0 |_____|________________________________________________________ | | | 10 | SHARED DISPOSITIVE POWER | | 9,948,289 _______________|_____|_________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,948,289 ______________________________________________________________________________ 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] ______________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 44.01% ______________________________________________________________________________ 14 TYPE OF REPORTING PERSON (See Instructions) IN _____________________________________________________________________________ Schedule 13D -- Page 5 of Item 1. Security and Issuer This Schedule 13D relates to the $0.01 par value Common Stock of Delta Petroleum Corporation, a Colorado corporation ("Delta"). The address of Delta's principal office is 475 17th Street, Suite 1400, Denver, CO 80202. Item 2. Identity and Background The name of the persons filing this Schedule 13D are Castle Energy Corporation ("Castle"), its wholly owned subsidiary, CEC, Inc. ("CEC") and Joseph L. Castle II. Castle, CEC and Mr. Castle are sometimes hereinafter referred to individually as a "Reporting Person" and collectively as the "Reporting Persons". Castle is a Delaware corporation; its principal office and business address is One Radnor Corporate Center, Suite 250, Radnor, PA 19087 and its principal business, through its subsidiaries, is oil and gas exploration and production. CEC is also a Delaware corporation; its principal office and business address is 300 Delaware Avenue, Suite 900, Wilmington, DE 19801 and its principal business is serving as a holding company. Mr. Castle, an individual, is Director, Chairman and Chief Executive Officer of Castle. Along with his wife, Mr. Castle is deemed to beneficially own 1,644,024 shares of common stock of Castle, approximately 24.43% of the shares outstanding, which consists of (a) 1,434,699 shares of Castle common stock owned by Mr. Castle, (b) 111,825 shares of Castle common stock owned by Mrs. Castle and (c) 97,500 shares of Castle common stock issuable upon exercise of options which are exercisable within 60 days. Mr. Castle's business address is One Radnor Corporate Center, Suite 250, Radnor, PA 19087. Mr. Castle is a US citizen. None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). None of the Reporting Persons, during the last five years, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such Reporting Person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration In September 2000, Castle Exploration Company, Inc., a wholly owned subsidiary of Castle, sold its interest in 26 offshore Louisiana wells to the issuer, Delta, in exchange for a preliminary purchase price of $1,147,000 cash plus 382,289 shares of Delta's common stock valued at $3.00 per share. Upon closing of that transaction, the stock portion of the purchase price was issued in the name of CEC. On January 15, 2002, Castle and several of its subsidiaries entered into a Purchase and Sale Agreement with Delta dated December 31, 2001 (the "Purchase and Sale Agreement", incorporated herein as Exhibit C) to sell all of the domestic oil and gas assets, valued at $48,698,000 in the Purchase and Sale Agreement, held by Castle and those subsidiaries to Delta for $20,000,000 and 9,566,000 shares of the common stock of Delta. The effective date of the sale was October 1, 2001 and the closing date was May 31, 2002. The cash portion of the purchase price payable at closing was reduced to $18,236,494 by the cash flow from the properties between the effective date and the closing date. 700,000 shares of the 9,566,000 shares, issued in the name of Castle, were held in escrow and were delivered to Castle at closing. The remaining 8,866,000 shares were issued in the name of CEC and were also delivered to Castle at closing. Immediately after closing, Castle transmitted the 700,000 shares of Delta issued in its name to the transfer agent for Delta with instructions that they be reissued in the name of CEC. Schedule 13D -- Page 6 of Item 4. Purpose of Transaction The Reporting Persons acquired the securities described in this Schedule 13D for investment purposes only and as consideration for sales of assets to Delta. Subject to the limitations described in Item 3 above and subject to compliance with applicable securities laws, the Reporting Persons may dispose of some or all of such securities in open market transactions from time to time; however, the Reporting Persons currently do not have any plans and, except as specifically noted below, are currently not considering any proposals which relate to or which would result in: a. The acquisition by any person of additional securities of the issuer, or the disposition of securities of the issuer; b. An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries; c. A sale or transfer of a material amount of assets of the issuer or any of its subsidiaries; d. Any change in the present board of directors or management of the issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; e. Any material change in the present capitalization or dividend policy of the issuer; f. Any other material change in the issuer's business or corporate structure, including but not limited to, if the issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940; g. Changes in the issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person; Schedule 13D -- Page 7 of h. Causing a class of securities of the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; i. A class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or j. Any action similar to any of those enumerated above. Under certain circumstances and subject to compliance with contractual undertakings in the Purchase and Sale Agreement as well as with applicable securities laws, the directors of Castle may resolve to liquidate Castle and distribute the Delta shares to Castle's stockholders. Alternatively, they may resolve to acquire other assets and operations and continue Castle's corporate existence. Factors favoring liquidating include ever increasing regulatory and other costs of being a public company as well as the difficulty in achieving a critical mass over which to apply Castle's general and administrative expense burden. As a result of recent concerns over public company reporting, Castle's management expects that regulatory burdens and costs will probably increase significantly. In addition, other recent factors favoring liquidation include increased insurance costs (resulting primarily from the events of September 11, 2001), increased legal and accounting costs (resulting to some extent from the recent Enron debacle), and the increasing involvement of management in regulatory and investor-related activities rather than in activities that increase Castle's operating profit. Should Castle not liquidate, it intends to be engaged primarily, as soon as is reasonably possible, but in no event later than one year, in a business other than that of investing, reinvesting, owning, holding or trading in securities. Reference is hereby made to a more extensive discussion of this topic in Castle's report on Form 10-Q for the quarter ended March 31, 2002 (File 0-10990). 2. Pursuant to the Purchase and Sale Agreement, Delta has appointed to its Board of Directors Joseph L. Castle II, Russell S. Lewis and John P. Keller, all of whom are directors of Castle and all of whom are more fully described on Exhibit A hereto. 3. Under the Purchase and Sale Agreement, Delta may repurchase up to 3,188,667 of its shares from Castle for $4.50 per share until May 31, 2003, a period of one year after closing. Castle, in turn, agreed to maintain and to not distribute to its stockholders at least 3,188,667 shares of Delta common stock held by it during this period. 4. Delta has contractually agreed in the Purchase and Sale Agreement to file a registration statement registering all shares of Delta common stock to be issued to Castle and its subsidiaries under the Purchase and Sale Agreement within thirty (30) days of closing, under terms more specifically set out in the Registration Rights Agreement, a copy of which is attached as Exhibit B hereto. Schedule 13D -- Page 8 of 5. By Amendment Number One to the Purchase and Sale Agreement, incorporated herein as Exhibit D, Castle and Delta contracted as follows: "Castle covenants and agrees that in no event shall it directly or indirectly own or have voting or investment power over more than 49.9% of Delta's issued and outstanding shares. It is the intent of the Parties that Delta be deemed to be the acquiror under Generally Accepted Accounting Principles and the Parties agree in advance that Castle will limit or delay its representation on Delta's Board of Directors to the extent that such limitation or delay is necessary to assure that Castle is not deemed to be the acquiror under GAAP as the direct or indirect result of the transactions contemplated hereby. Further, during the period that Castle holds any Delta shares issued to it pursuant to the transaction, Castle will not attempt to take any further control of Delta in any manner that is not specifically endorsed in writing by Delta's board of directors, it will not demand that any special meeting of Delta's shareholders be held, it will not submit any matter to be voted upon by the shareholders of Delta that has not been previously recommended by Delta's board of directors, it will vote in favor of all nominees for directors, it will vote the Delta shares issued to it pursuant to this transaction in favor of any matters recommended by Delta's board of directors relating to the settlement of any and all disputes concerning Delta's offshore California properties (to the extent required) and it will generally endeavor to support actions recommended to Delta's shareholders by Delta's board of directors. Notwithstanding the foregoing, Castle shall have the right in its sole and absolute discretion to vote in any manner that it may choose with respect to any transaction, merger or sale of assets that requires a vote of Delta's shareholders under Colorado law." Item 5. Interest in Securities of the Issuer. (a) The Reporting Persons beneficially own an aggregate of 9,948,289 shares of Delta Common Stock, or 44.01% of the outstanding shares of Delta Common Stock provided; however, that Joseph L. Castle II expressly declares that the filing of the statements contained in this Form 13D shall not be construed as an admission that he is the beneficial owner of any securities covered by the statements for the purposes of sections 13(d) or 13(g) of the Securities Exchange Act of 1934, and he expressly disclaims any beneficial ownership of such securities. (b) None of the Reporting Persons currently have the sole power to vote or to direct the vote or the sole power to dispose or to direct the disposition of all of the shares described in this Schedule 13D. The Reporting Persons currently share with each other the power to vote or to direct the vote and the power to dispose or to direct the disposition of all of the shares described in this Schedule 13D; provided, however, that Joseph L. Castle II expressly declares that the filing of the statements contained in this Form 13D shall not be construed as an admission that he is the beneficial owner of any securities covered by the statements for the purposes of sections 13(d) or 13(g) of the Securities Exchange Act of 1934, and he expressly disclaims any beneficial ownership of such securities. Schedule 13D -- Page 9 of (c) See Item 3 of this Schedule 13D. (d) No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the shares beneficially owned by the Reporting Persons. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. See responses to Item 4 above. Schedule 13D -- Page 10 of Item 7. Material to be Filed as Exhibits. Exhibit A - Officers and Directors of Castle and CEC Exhibit B - Registration Rights Agreement dated May 31, 2002 between Delta and Castle Exhibit C - Purchase and Sale Agreement between Castle and Delta, executed January 15, 2002 incorporated by reference to Exhibit 10.144 of Castle's Form 10-Q for the quarter ended December 31, 2001 [File 0-10990)] Exhibit D - Amendment Number One to Purchase and Sale Agreement, between Delta and Castle, March 14, 2002 incorporated by reference to Exhibit 10.145 of Castle's Form 10-Q for the quarter ended March 31, 2002 [File 0-10990)] Signature. After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Castle Energy Corporation Date June 7, 2002 Signature /signed/ Joseph L. Castle II ------------------------------------------------------------ Name/Title: Joseph L. Castle II; Chairman and Chief Executive Officer CEC, Inc. Date June 7, 2002 Signature /signed/ Richard E. Staedtler ------------------------------------ Name/Title: Richard E. Staedtler, Vice President Joseph L. Castle II Date June 7, 2002 Signature /signed/ Joseph L. Castle II ----------------------------------- Name/Title: Joseph L. Castle II Exhibit A - Officers and Directors of Castle Energy Corporation and CEC, Inc. DIRECTORS AND EXECUTIVE OFFICERS OF CASTLE ENERGY CORPORATION Schedule 13D -- Page 11 of Joseph L. Castle II Director; Chairman and Chief Castle Energy Corporation Executive Officer One Radnor Corporate Center, Suite 250 Radnor, PA 19087 Richard E. Staedtler Director; Vice President and Castle Energy Corporation Chief Financial Officer One Radnor Corporate Center, Suite 250 Radnor, PA 19087 Martin R. Hoffmann Director 1546 Hampton Hill Circle McLean, VA 22101 Mr. Hoffmann was previously of counsel to the Washington, D.C. office of the law firm of Skadden, Arps, Slate, Meagher & Flom LLP. He is a Director of Seachange International, Inc. of Maynard, Massachusetts. John P. Keller Director President Keller Group, Inc. One Northfield Plaza, Suite 510 Northfield, IL 60093 Mr. Keller is also a director of A.M. Castle & Co. and Old Kent Financial Corporation. Sidney F. Wentz Director 5 Trevino Court Park Florham, NJ 07932 Mr. Wentz was Chairman of the Board of The Robert Wood Johnson Foundation, the nation's largest health care philanthropy, from June 1989 until his retirement in 1999. Russell S. Lewis Director Senior Vice President of Corporate Development VeriSign, Inc. 21345 Ridgetop Circle Dulles, VA 20166 Since 1999, Mr. Lewis has also been the owner and President of Lewis Capital Group, a company investing in and providing consulting services to growth-oriented companies. William C. Liedtke, III Vice President and General Castle Exploration Company, Inc. Counsel 5623 N. Western, Suite A Oklahoma City, OK 73118 Schedule 13D -- Page 12 of DIRECTORS AND EXECUTIVE OFFICERS OF CEC, INC. Francis B. Jacobs II, Esq. Sole Director and President Delaware Trust 300 Delaware Avenue, Suite 900 Wilmington, DE 19801 Richard E. Staedtler Vice President and Chief Vice President and Chief Financial Officer Financial Officer Castle Energy Corporation One Radnor Corporate Center, Suite 250 Radnor, PA 19087 William C. Liedtke, III Vice President and General Vice President and General Counsel Counsel Castle Exploration Company, Inc. 5623 N. Western, Suite A Oklahoma City, OK 73118 None of the officers or directors of Castle Energy Corporation and CEC, Inc. has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). None of the officers or directors of Castle Energy Corporation and CEC, Inc. during the last five years, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such officer or director was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. All of the officers and directors of Castle Energy Corporation and CEC, Inc. are U.S. citizens. None of the officers or directors of Castle Energy Corporation and CEC, Inc. beneficially own, directly or indirectly, any securities of Delta. The information regarding any such beneficial ownership by Mr. Joseph L. Castle II is set forth more in the response to Item 5 of this Schedule13D. Schedule 13D -- Page 13 of Exhibit B - Registration Rights Agreement REGISTRATION RIGHTS AGREEMENT ----------------------------- This REGISTRATION RIGHTS AGREEMENT ("Agreement"), dated as of May 31, 2002, is executed and delivered by and between Delta Petroleum Corporation, a Colorado corporation (the "Company"), and Castle Energy Corporation, a Delaware corporation ("Castle"). W I T N E S S E T H: - - - - - - - - - - WHEREAS, pursuant to the terms of the Purchase and Sale Agreement dated December 31, 2001 between Castle and its subsidiaries, Castle Exploration Company, Inc., CEC, Inc., and Castle Pipeline Company, as "Sellers", and the Company and its subsidiary, Delta Exploration Company, Inc., as "Buyers"(the "Purchase and Sale Agreement"), Castle will acquire shares of the Company's Common Stock (the "Registrable Securities"); and WHEREAS, the Registrable Securities are being issued and delivered by the Company in reliance upon the exemption from the registration provisions of the United States Securities Act of 1933, as amended (the "Securities Act"), for non-public offerings pursuant to Sections 4(2) and 4(6) of the Securities Act and Regulation D under the Securities Act; and WHEREAS, the terms and conditions of the Purchase and Sale Agreement provide for the execution and delivery of this Agreement. NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereby agree as follows: 1. Definitions. As used in this Agreement, the capitalized terms set forth below shall have the following meanings: "Affiliate" shall mean, as to a specified Person, a Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Persons specified. "Company" shall have the meaning set forth in the preamble, and shall also include the Company's successors. Schedule 13D -- Page 14 of "Exchange Act" shall mean the United States Securities Exchange Act of 1934, as amended. "NASD" shall mean the National Association of Securities Dealers, Inc. "Persons" shall mean any individual, sole proprietorship, partnership, corporation, association, joint venture, trust, unincorporated entity or other entity, or the government of any country or sovereign state, or of any state, province, municipality or other political subdivision thereof. "Prospectus" shall mean the Prospectus included in any Registration Statement including any preliminary Prospectus, and any such Prospectus as amended or supplemented by any Prospectus supplement, including post-effective amendments, in each case including all material incorporated or deemed to be incorporated by reference therein. "Registrable Securities" shall have the meaning set forth in the preamble; provided, however, that any shares of Common Stock shall cease to be Registrable Securities when they shall have been included in an effective Registration Statement or sold pursuant to Rule 144. "Registration Expenses" shall mean any and all expenses incident to the performance by the Company of its obligations under this Agreement, including, but not limited to: (i) all SEC and NASD registration and filing fees; (ii) all fees and expenses incurred in connection with compliance with state securities or blue sky laws; (iii) all expenses of printing and distributing any Registration Statement, any Prospectus, and any amendments or supplement thereto; and (iv) the fees and disbursements of counsel for the Company and of the independent public accountants of the Company. "Registration Statement" means any registration statement of the Company, which covers any of the Registrable Securities pursuant to the provisions of this Agreement, including a Prospectus, amendments and supplements to such registration statement, including post-effective amendments, all exhibits and all material incorporated by reference or deemed to be incorporated by reference in such registration statement. "Rule 144" means Rule 144 of the General Rules and Regulations promulgated under the Securities Act or any successor rule. "SEC" shall mean the United States Securities and Exchange Commission. "Securities Act" shall have the meaning set forth in the preamble. Schedule 13D -- Page 15 of "Underwriter" shall have the meaning set forth in Section 2(11) of the Securities Act who signs an underwriting agreement with the Company for an underwritten offering of any of the Company's equity securities. 2. Registration. ------------ (a) The Company agrees that thirty (30) days following the date of Closing of the Purchase and Sale Agreement, the Company shall file a registration statement, and shall cause such Registration Statement to become effective with respect to such Registrable Securities in accordance with the registration procedure set forth in Section 4 hereof. (b) In the event that the registration is pursuant to a "firm-commitment" underwriting, Castle shall (together with the Company and any other holders of Common Stock distributing their securities through such underwriting) enter into an underwriting agreement in customary form with underwriter or underwriters selected for underwriting by the Company. 3. Holdback Agreements. If any of Castle's Registrable Securities are covered by a Registration Statement filed pursuant to this Agreement, if requested of all holders of registrable shares of the Common Stock of the Company covered by such Registration Statement by the managing underwriters in an underwritten offering (if timely notified in writing by the Company or the managing underwriters), Castle agrees not to effect any public sale or distribution of securities of the Company of any class included in such Registration Statement, including a sale pursuant to Rule 144 (except as a part of such underwritten offering) to the same extent as has been requested by such other holders, during the 10-day period prior to, and the 180-day period beginning on, the effective date of any underwritten offering made pursuant to such Registration Statement. 4. Expenses and Procedures. This Section 4 shall be applicable to a registration of Registrable Securities pursuant to this Agreement. (a) Expenses of Registration. All Registration Expenses (exclusive of underwriting discounts and commissions) shall be borne by the Company. Castle shall bear all underwriting discounts, selling commissions, sales concessions and similar expenses applicable to any sale of the Registrable Securities sold by Castle. (b) Registration Procedures. In the case of the registration, qualification or compliance effected by the Company pursuant to this Agreement, the Company will keep Castle advised as to the initiation of registration, qualification and compliance and as to the completion thereof. At its expense, the Company will furnish such number of Prospectuses and other documents incident thereto as Castle or underwriters from time to time may reasonably request. Schedule 13D -- Page 16 of (c) Information. The Company may require each seller of Registrable Securities as to which any registration is being effected to furnish such information regarding the distribution of such Registrable Securities as the Company may from time to time reasonably request. (d) Delay or Suspension. Notwithstanding anything herein to the contrary, the Company may, at any time, suspend the effectiveness of any Registration Statement for a period of up to 30 consecutive days or 60 days in the aggregate in any calendar year, as appropriate (a "Suspension Period"), by giving notice to Castle to be included in the Registration Statement, if the Company shall have determined, after consultation with its counsel, that the Company is required to disclose any material corporate development which the Company determines could reasonably be expected to have a material effect on the Company. Castle agrees by acquisition of such Registrable Securities that, upon receipt of any notice from the Company of a Suspension Period, Castle shall forthwith discontinue disposition of such Registrable Securities covered by such Registration Statement or Prospectus until Castle (i) is advised in writing by the Company that the use of the applicable Prospectus may be resumed, (ii) has received copies of a supplemental or amended prospectus, if applicable, and (iii) has received copies of any additional or supplemental filings which are incorporated or deemed to be incorporated by reference in such Prospectus. The Company shall prepare, file and furnish to Castle immediately upon the expiration of any Suspension Period, appropriate supplements or amendments, if applicable, to the Prospectus and appropriate documents, if applicable, incorporated by reference in the Registration Statement. The Company agrees to use its best efforts to cause any Suspension Period to be terminated as promptly as possible. (e) Blue Sky. The Company will, as expeditiously as possible, use its best efforts to register or qualify the Registrable Securities covered by a Registration Statement under the securities or blue sky laws of such jurisdiction as Castle or, in the case of an underwritten public offering, the managing underwriter shall reasonably request, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business in any jurisdiction where it is not so qualified or to take any action which would subject it to taxation or service of process in any jurisdiction where it is not otherwise subject to such taxation or service of process. Schedule 13D -- Page 17 of (f) Notification of Material Events. The Company will, as expeditiously as possible, immediately notify Castle, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and, as expeditiously as possible, amend or supplement such prospectus to eliminate the untrue statement or the omission. (g) Opinions. The Company will use its best efforts (if the offering is underwritten) to furnish, at the request of Castle, on the date that Registrable Securities are delivered to the underwriters for sale pursuant to such registration: (i) an opinion dated such date of counsel representing the Company for the purposes of such registration, addressed to the Underwriter(s), stating that such Registration Statement has become effective under the Securities Act and that (A) to the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act, (B) the Registration Statement, the related prospectus, and each amendment or supplement thereof, comply as to form in all material respects with the requirements of the Securities Act (except that such counsel need express no opinion as to financial statements and financial and statistical data contained therein) and (C) to such other effects as may reasonably be requested by counsel for the Underwriter(s), and (ii) a letter dated such date from the independent public accountants retained by the Company, addressed to the Underwriter(s), stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company included in the Registration Statement or the Prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters (including information as to the period ending no more than five business days prior to the date of such letter) with respect to the registration in respect of which such letter is being given as such underwriters or Castle may reasonably request. 5. Certification by Selling Shareholders. Castle shall review the Registration Statement prepared and filed in connection with any such registration and shall represent and warrant to the Underwriter, if any, and the Company that Castle does not know of an untrue statement of a material fact concerning Castle included in the Registration Statement or the omission from the Registration Statement of any material fact concerning Castle required to be stated therein or necessary to make the statements therein not misleading. 6. Indemnification and Contribution. Schedule 13D -- Page 18 of (a) In connection with any Registration Statement, the Company agrees to indemnify and hold harmless Castle, each Affiliate of Castle, the directors, partners, officers, employees and agents of Castle and each person who controls Castle, if any, within the meaning of either the Securities Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement as originally filed or in any amendment thereof, or in any preliminary Prospectus or Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company will not be liable in any case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of Castle specifically for inclusion therein, (ii) the Company will not be liable to any indemnified party under this indemnity agreement with respect to any Registration Statement or Prospectus to the extent that any such loss, claim, damage or liability of such indemnified party results from the use of the Prospectus during a period when the use of the Prospectus has been suspended in accordance with Section 4(d) hereof, provided that the indemnified party received prior notice of such suspension, which notice shall be deemed to have been received by the indemnified party within 48 hours after the giving thereof; and (iii) the Company shall not be liable to any indemnified party with respect to any preliminary Prospectus to the extent that any such loss, claim, damage or liability of such indemnified party results from the fact that such indemnified party sold Registrable Securities to a person as to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Prospectus or of the Prospectus as then amended or supplemented in any case where such delivery is required by the Securities Act, if the loss, claim, damage or liability of such indemnified party results from an untrue statement or omission of a material fact contained in the preliminary Prospectus which was corrected in the Prospectus or in the Prospectus as then amended or supplemented. This indemnity agreement will be in addition to any liability which the Company may otherwise have. The Company also agrees to indemnify and provide contribution to each person who is an Underwriter and who signs an underwriting agreement and/or a selected-dealer agreement with respect to the Registrable Securities, their officers and directors, and each person who controls each such Underwriter, on substantially the same basis as that of the indemnification of and contribution to Castle provided in this Section 6(a). Schedule 13D -- Page 19 of (b) By its participation in a Registration Statement, Castle shall be deemed have agreed to indemnify and hold harmless (i) the Company, (ii) each of its directors, (iii) each of its officers who signs such Registration Statement and (iv) each person who controls the Company within the meaning of either the Act or the Exchange Act to the same extent as the foregoing indemnity from the Company to each such Holder, but only with respect to written information relating to Castle furnished to the Company by or on behalf of Castle specifically for inclusion in the documents referred to in the foregoing indemnity. Castle shall also be deemed to have agreed to indemnify and contribute to each Underwriter who signs an underwriting agreement and/or a selected-dealer agreement in connection with such Registration Statement, their officers and directors, and each person who controls each such Underwriter, on substantially the same basis as that of the indemnification of and contribution to the Company provided in this Section 6(b). Anything in this Agreement contained to the contrary notwithstanding, the liability of Castle for indemnification or contribution hereunder shall be limited to the amount of proceeds received by Castle in the offering giving rise to such liability. (c) Promptly after receipt by an indemnified party under this Section 6 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 6, notify the indemnifying party in writing of the commencement thereof; but the failure to so promptly notify the indemnifying party will not relieve the indemnifying party from liability under Section 6(a) or 6(b) hereof unless and to the extent that it is materially prejudiced thereby. The indemnifying party shall be entitled to appoint counsel of the indemnifying party's choice at the indemnifying party's expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below): provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party's election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel (and local counsel) if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such Schedule 13D -- Page 20 of action included both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution or such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnified party shall not settle or compromise any action for which it seeks indemnification or contribution hereunder without the prior written consent of the indemnifying party, which consent shall not be unreasonably withheld. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties or actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding. (d) The provisions of this Section 6 shall remain in full force and effect regardless of any investigation made by or on behalf of Castle or the Company or any other persons who are entitled to indemnification pursuant to he provisions of this Section 6, and shall survive the sale by Castle of Registrable Securities. 7. Rule 144. As long as the Company is subject to the reporting requirements of Section 13 or 15 of the Exchange Act, the Company shall use commercially reasonable efforts to promptly file the reports required to be filed by its pursuant to Section 13(a) or 15(d) of the Exchange Act and the rules and regulations adopted by the SEC thereunder. If the Company is at any time not required to file such reports, it shall promptly make publicly available such information as is necessary to permit sales pursuant to Rule 144. Upon the request of Castle, the Company shall deliver to Castle a written statement as to whether it has complied with such requirements. 8. Amendments. This Agreement may not be amended, modified or supplemented, and waivers of or consents to departures from the provisions of this Agreement may not be given, unless it would not have an adverse effect upon the rights of Castle and the Company has obtained the consent of Castle. Schedule 13D -- Page 21 of 9. Successors and Assigns. This Agreement shall inure to the benefit of, and be binding upon, the Company, Castle and their respective successors, assigns and transferees. 10. Third Party Beneficiaries. Castle from time to time shall be a third party beneficiary of the agreements of the Company contained herein. 11. Headings. The headings which are contained in this Agreement are for the sole purpose of convenience of reference, and shall not limit or otherwise affect the interpretation of any of the provisions hereof. 12. Governing Law. This Agreement shall be governed by the laws of the State of Delaware applicable to contracts made and to be wholly performed therein. 13. Notices. All notices and other communications hereunder shall be in writing, and shall be made by hand delivery, registered first-class mail, telecopier or any courier providing overnight delivery, at the addresses set forth for notices in the Purchase and Sale Agreement. All such notices and other communications shall be deemed to have been duly given upon receipt. 14. Entire Agreement. This Agreement sets forth the entire agreement among the parties with respect to the subject matter hereof. 15. Severability. In the event that any one or more of the provisions of this Agreement, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions of this Agreement shall not be in any way impaired or affected thereby. 16. Interpretation. As used in this Agreement, unless the context otherwise requires: words describing the singular number shall include the plural and vice versa; words denoting any gender shall include all genders; words denoting natural persons shall include corporations, partnerships and other entities, and vice versa; and the words "hereof", "herein", and "hereunder", and words of similar import, shall refer to this Agreement as a whole, and not to any particular provision of this Agreement. 17. Waiver. The failure of the Company or Castle to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way affect the validity of this Agreement or any provision hereof or the right of the Company or Castle to thereafter enforce each and every provision of this Agreement. Schedule 13D -- Page 22 of IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Agreement as of the date above written: "Company" DELTA PETROLEUM CORPORATION By /Signed/ ROGER A. PARKER --------------------------------- Roger A. Parker President "Castle" CASTLE ENERGY CORPORATION By /Signed/ WILLIAM C. LIEDTKE, III ------------------------------------- William C. Liedtke, III Vice President and General Counsel Schedule 13D -- Page 23 of -----END PRIVACY-ENHANCED MESSAGE-----