-----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, CWa02TdUG81mAXyeBLgHXrqkz6VtJhx2zVRiAlXBbdAWcDFac4u6OpRPdSZSR20K dSumBkxiJGeKAcEf95C5AA== 0000950116-05-000306.txt : 20050128 0000950116-05-000306.hdr.sgml : 20050128 20050128141943 ACCESSION NUMBER: 0000950116-05-000306 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20050128 ITEM INFORMATION: Changes in Registrant.s Certifying Accountant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050128 DATE AS OF CHANGE: 20050128 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: 05557485 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 eight-k.htm 8-K Prepared and filed by St Ives Burrups

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):  January 28, 2005

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)

Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

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 230.14a-12(b))
   
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))
   
   

 

ITEM 4.01. Changes in Registrant’s Certifying Accountants

KPMG LLP (“KPMG”) was previously the principal accountants for Castle Energy Corporation (the “Company”). On January 26, 2005, KPMG was dismissed as independent public accountants for the Company, effective upon that date, and, on January 26, 2005, Grant Thornton LLP was appointed as the new independent public accountants. The decision to dismiss KPMG and to appoint Grant Thornton LLP was approved by the Audit Committee with the concurrence of the Board of Directors.

KPMG’s audit reports on the Company’s financial statements as of and for the years ended September 30, 2004 and 2003 did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.

In connection with the audits of the two fiscal years ended September 30, 2004, and the subsequent interim period through January 26, 2005, there were no disagreements with KPMG on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of KPMG, would have caused them to make reference to the subject matter of the disagreements in connection with their opinion; and there were no reportable events as defined in Item 304 (a) (1) (v) of Regulation S-K.

The Company provided KPMG with a copy of this Item and requested that KPMG furnish the Company with a letter addressed to the Commission stating whether it agrees with the statements by the Company in this Item and, if not, stating the respects in which it does not agree. A letter from KPMG to such effect is attached hereto as Exhibit 16.1.

During the Company’s two most recent fiscal years and through the date of this Form 8-K, the Company did not consult Grant Thornton LLP with respect to the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statement, or any other matters or reportable events listed in Items 304 (a) (2) (I) and (ii) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits

(a) None.

(b) None.

(c) Exhibits

Exhibits Description of Exhibits
 
 
16.1 Letter of KPMG LLP regarding change in certifying accountant.
   
99.1 Press Release








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Back to Contents

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: January 28, 2005 By: /s/ RICHARD E. STAEDTLER
    Richard E. Staedtler
Chief Financial Officer

 






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Exhibit 16.1

KPMG KPMG LLP
  700 Louisiana Street
  Houston, TX 77002



January 28, 2005

Securities and Exchange Commission
Washington, D.C. 20549

Ladies and Gentlemen:

We were previously principal accountants for Castle Energy Corporation and, under the date of December 14, 2004, we reported on the consolidated financial statements of Castle Energy Corporation as of and for the years ended September 30, 2004 and 2003. On January 26, 2005, our appointment as principal accountants was terminated. We have read Castle Energy Corporation’s statements included under Item 4.01 of its Form 8-K dated January 28, 2005, and we agree with such statements, except that we are not in a position to agree or disagree with Castle Energy Corporation’s statements that on January 26, 2005, Grant Thornton LLP was appointed as the new independent public accountants for the Company, that the decision to dismiss KPMG and appoint Grant Thornton LLP was approved by the audit committee with the concurrence of the board of directors, or that Grant Thornton LLP was not consulted with regard to any of the matters or events set forth in Item 304(a) (2) (i) and (ii) of Regulation S-K.

Very truly yours,

/s/ KPMG LLP





KRMG LLP, a U.S. limited liability partnership, is the U.S.
member firm of KPMG International, a Swiss cooperative

 EX-99 4 ex99-1.htm EXHIBIT 99.1 Prepared and filed by St Ives Burrups

Exhibit 99.1




Immediate Joseph L. Castle II
  Castle Energy Corporation
  (610) 992-9900



Castle Energy Changes Auditors

King of Prussia, PA, January 27, 2005 – Castle Energy Corporation* (Nasdaq: CECX) (the “Company”) announced today that its Audit Committee had dismissed KPMG LLP as the Company’s independent accountants and had appointed Grant Thornton LLP in that capacity. Mr. Joseph L. Castle II, Chairman and Chief Executive Officer, indicated there were no disagreements with KPMG on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures.

Forward-looking statements in this announcement are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that all forward-looking statements involve risks and uncertainty, including without limitation, litigation risks, tax risks, risks related to the public market for the Company’s stock, as well as general business risks. Please refer to the Company’s Securities and Exchange Commission filings for additional information.






*Castle Energy Corporation is not affiliated with Castle Oil Corporation.



Castle Energy Corporation – 357 South Gulph Road – Suite 260 – King of Prussia, PA 19406

 

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