-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, MXvOJCbw8GRdk6kvBE40KqCKgntJWyOEireZl+30VRPHl65n+a2XZAWADFoLj7T8 TSmjfGDxyWEuH6ccyZ30CA== 0000950116-95-000094.txt : 19950414 0000950116-95-000094.hdr.sgml : 19950414 ACCESSION NUMBER: 0000950116-95-000094 CONFORMED SUBMISSION TYPE: 8-K CONFIRMING COPY: PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950403 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19950411 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CASTLE ENERGY CORP CENTRAL INDEX KEY: 0000709355 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] IRS NUMBER: 760035225 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-10990 FILM NUMBER: 00000000 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 OIL & GAS INC/NEW DATE OF NAME CHANGE: 19861117 FORMER COMPANY: FORMER CONFORMED NAME: MINDEN HOLDING CO DATE OF NAME CHANGE: 19830310 8-K 1 1 THIS DOCUMENT IS A COPY OF THE FORM 8-K FILED ON APRIL 4, 1995 =============================================================================== 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): April 3, 1995 CASTLE ENERGY CORPORATION - ------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) DELAWARE - ------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation or Organization) 0-10990 76-0035225 - ------------------------ ----------------------------------- (Commission File Number) (I.R.S. Employer Identification No.) ONE RADNOR CORPORATE CENTER, SUITE 250, 100 MATSONFORD ROAD, RADNOR, PA 19087 - ----------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (610) 995-9400 - ------------------------------------------------------------------------------- (Registrant's telephone number, including area code) (Former Name or Former Address, if Changed Since Last Report) =============================================================================== 2 Castle Energy Corporation (the "Registrant") submits the following information: ITEM 5. Other Events On April 3, 1995, the Registrant responded to reports that Metallgesellschaft Corporation and its affiliates will cease to provide working capital financing to the Registrant's refining subsidiaries, Indian Refining Limited Partnership and Powerine Oil Company. A copy of the news release issued by the Registrant on April 3, 1995 is attached as Exhibit 99.1 to this report. ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits Exhibit Number Description Page No. - ------------- ----------- -------- 99.1 Castle Energy Corporation Press Release, dated April 3, 1995 3 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 thereunto duly authorized. CASTLE ENERGY CORPORATION Date: April 3, 1995 By: JOSEPH L. CASTLE II ------------- ---------------------------------------- Joseph L. Castle II Chairman and Chief Executive Officer EX-99 2 EXHIBIT 99.1 4 EXHIBIT 99.1 ------------- RELEASE DATE: Immediate CONTACT: Joseph L. Castle II 610-995-9400 CASTLE ENERGY ANNOUNCES STATUS OF MATTERS RELATING TO METALLGESELLSCHAFT RADNOR, Pa, April 3, 1995 - Castle Energy* (Nasdaq - NNM: CECX)(the "Company") announced the following in response to reports that Metallgesellschaft Corp. and its affiliates will cease to provide working capital financing to the Company's refining subsidiaries, Indian Refining Limited Partnership ("IRLP") and Powerine Oil Company ("POC"): 1. Advances under the financing were due as of March 31, 1995. Metallgesellschaft has stated that it will not continue financing under the facilities beyond that date and has sued for recovery of the claimed outstanding balances. 2. IRLP and POC have and intend to continue to take steps to reduce their respective inventories and thereby reduce outstanding balances under the working capital facilities. The Company has provided Metallgesellschaft with business plans in this regard, and expects to be able to fully repay MG within the next 30 days, assuming a reasonable level of cooperation from MG. Outstanding balances were substantially reduced during the month of March. The value of the liquid collateral assets of IRLP and POC is substantially in excess of the outstanding balances of the loans. *Castle Energy Corp. is not affiliated with Castle Oil Corp. 5 3. Metallgesellschaft has committed material defaults with respect to certain obligations owing to the Castle Energy group of companies, including but not limited to defaults under the prior offtake arrangement respecting the Powerine facility. Further, Shell Canada, a supplier of certain condensate feedstock to the Indian facility under 10-year agreement, has filed litigation to terminate that agreement based on an alleged failure of Metallgesellschaft to provide"adequate assurances" of its performance obligations under that agreement (Metallgesellschaft has agreed to act as "alternate purchaser" of the condensate). The Company shall pursue its legal remedies with respect to these matters. MG's defaults, and its actions with respect to the Shell Canada supply agreement, have adversely affected the Company's ability to repay the indebtedness due to MG, and the Company intends to take all appropriate actions to protect its interest with respect to these matters including legal remedies. In this regard and based on the Metallgesellschaft defaults, the Company has recently taken steps to terminate certain arrangements entered into last October which were supposedly designed by Metallgesellschaft and its lending creditors to provide protective mechanisms for Metallgesellschaft as a secured creditor of IRLP and POC. 4. IRLP and POC have taken steps to materially reduce their operating costs, including personnel and wage/salary reductions and operating run cuts, in order to reduce cash and 6 financial requirements. These steps should enable IRLP and POC to internally finance limited operations with the intent to sell the refining operations in an orderly manner. IRLP and POC are in the process of conducting active negotiations concerning the sale of both facilities. IRLP and POC are also in the process of attempting to structure interim arrangements and expect favorable results in this regard over the next several weeks. The Company owns two refining subsidiaries, ILRP, which owns the 86,000 B/D Indian Refinery in Lawrenceville, Illinois and POC which owns the 49,500 B/D Powerine refinery in Santa fe Springs, California. The Company, through various subsidiaries and affiliates, also owns a gas sales contract with Lone Star Gas Company, a 77-mile interstate pipeline in Rusk County, Texas and related gas contracts and interests, and operates approximately 450 oil and gas wells nationwide. CAS677/45 -----END PRIVACY-ENHANCED MESSAGE-----