-----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, BRfc/h0Sl6ehkHUHeKOurxIE6f7TY6JQsDj9z+c1fxk6QOISPLRBUfnVBka/2up8 /el/tdj9hp9rNKxelBzj3w== 0000950116-04-001185.txt : 20040413 0000950116-04-001185.hdr.sgml : 20040413 20040413155340 ACCESSION NUMBER: 0000950116-04-001185 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20040331 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040413 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-10990 FILM NUMBER: 04730621 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 eightk.txt 8-K ================================================================================ 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): March 31, 2004 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.) 357 South Gulph Road, Suite 260, King of Prussia, PA 19406 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (610) 992-9900 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) One Radnor Corporate Center, Suite 250, 100 Matsonford Road, Radnor, PA 19087 - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) ================================================================================ ITEM 2. Acquisition or Disposition of Assets On March 31, 2004, the Company acquired interests in 138 western Pennsylvania gas wells from Delta Petroleum Corporation (Nasdaq: DPTR) ("Delta"). The Company previously owned most of these properties through May 31, 2002 when it sold all of its United States oil and gas properties to Delta. The purchase price paid by the Company was $8,121,000 consisting of $8,000,000 for the agreed-upon purchase price as of January 1, 2004 plus $121,000 of net expenses paid by Delta from January 1, 2004 to March 31, 2004. The effective date of the purchase was January 1, 2004. The Company estimates that it will receive approximately $450,000 of purchase price adjustments at a final accounting before June 30, 2004, resulting in a net purchase price of approximately $7,671,000. Such purchase price adjustments represent estimated cash flow from the properties from January 1, 2004 to March 31, 2004 excluding the $121,000 of net expenses during that period already paid by Delta. On March 9, 2004 and March 25, 2004, the Company sold an aggregate 2,260,414 shares of Delta Common Stock for aggregate net proceeds of $20,917,797. Following these sales, the Company now owns approximately 25% of Delta In addition, Joseph Castle, the Company's Chairman, President and Chief Executive Officer, and John Keller and Russell Lewis, both of whom are directors of the Company, are also directors of Delta. ITEM 7. Financial Statements and Exhibits Not Applicable -1- 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 13, 2004 By: /s/ RICHARD E. STAEDTLER ---------------- ----------------------------- Richard E. Staedtler Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----