-----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, Nvp4jxXVOPgJi0TLJ/kCQqRe/VUCr5FZSMLM4KrdljvG6JWp6viCqjeQ83OJAJDm LGqMOrcU14/j878kUuZoLQ== 0000950116-06-000640.txt : 20060223 0000950116-06-000640.hdr.sgml : 20060223 20060223124756 ACCESSION NUMBER: 0000950116-06-000640 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060217 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060223 DATE AS OF CHANGE: 20060223 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: 06638610 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.txt EIGHT-K.TXT - -------------------------------------------------------------------------------- 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): February 17, 2006 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) ------------------------------------------------------------- (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) [X] 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 1.01 ENTRY INTO A MATERIAL AGREEMENT On February 17, 2006, Castle Energy Corporation (the "Company") entered into the first amendment to its agreement and plan of merger with Delta Petroleum Corporation ("Delta") ("Amendment"). Pursuant to the Amendment, the Company and Delta agreed to extend the outside date for completion of the merger from April 1, 2006 to May 1, 2006. Pursuant to the provisions of the underlying agreement and plan of merger between the Company and Delta, which the parties entered into on November 8, 2005, either the Company or Delta may terminate the merger if it is not completed by the outside date for completion of the merger without penalty so long as the terminating party did not cause the delay. Pursuant to the Amendment, the Company and Delta also agreed that Delta would be responsible for selling fractional shares rather than the exchange agent. Under the terms of the original agreement and plan of merger, the exchange agent was responsible for selling the fractional shares. Pursuant to the original agreement and plan of merger, Castle shareholders are to receive approximately 1.164 Delta shares for each share of Castle. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment. Additional Information and Where to Find It The Company has filed a preliminary proxy statement in connection with the proposed Merger with the Securities and Exchange Commission (the "SEC"). A definitive statement will be mailed to the stockholders of the Company. STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT AND OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER AND THE COMPANY. Investors and security holders may obtain free copies of these documents (when they are available) and other documents filed with the SEC at the SEC's website at www.sec.gov. ITEM 7.01 REGULATION FD DISCLOSURE On February 22, 2006, the Company issued a press release regarding the execution of the Amendment. The press release is filed as an exhibit to this Current Report on Form 8-K and is incorporated herein by reference. The information in this Item 7.01 of this current report and in the accompanying Exhibit 99.1 shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Item 7.01 of current report and in the accompanying Exhibit 99.1 shall not be incorporated by reference into any filing with the Securities Exchange Commission made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS Exhibits: Exhibit 99.1 Press Release issued February 22, 2006 Exhibit 10.153 First Amendment to Agreement and Plan of Merger, dated February 17, 2006 by and among Delta Petroleum Corporation, a Delaware corporation, DPCA LLC, a Delaware limited liability company, and Castle Energy Corporation, a Delaware corporation. -2- 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: February 22, 2006 By: /s/ RICHARD E. STAEDTLER ------------------------------- ---------------------------- Richard E. Staedtler Chief Executive Officer -3- EX-10 2 ex10-153.txt EX10-153.TXT EXHIBIT 10.153 FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER ("Amendment"), dated as of February 17, 2006, by and among Delta Petroleum Corporation, a Delaware corporation ("Parent") and the surviving entity in a reincorporation merger with Delta Petroleum Corporation, a Colorado corporation ("Delta-Colorado"), DPCA LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent ("Subsidiary"), and Castle Energy Corporation, a Delaware corporation (the "Company"), amends that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of November 8, 2005, among Delta-Colorado, Parent, Subsidiary, and the Company. Terms not otherwise defined herein shall have the meanings ascribed to them in the Agreement. RECITALS WHEREAS, the Parties desire to amend the Merger Agreement to reflect the changes specifically set forth below. AGREEMENT NOW, THEREFORE, in accordance with Section 7.4 of the Merger Agreement, the Parties hereby agree as follows: 1. Section 1.7(e) of the Merger Agreement is hereby amended and restated in its entirety as follows: "(e) Fractional Shares. (i) No fractional shares of Parent Common Stock shall be issued in the Merger, but in lieu thereof each holder of shares of Company Common Stock otherwise entitled to a fractional share of Parent Common Stock will be entitled to receive, from the Exchange Agent in accordance with the provisions of this Section 1.7(e), a cash payment of the fair value of such fractional shares of Parent Common Stock. The fair value of the fractional shares to be paid shall equal such holder's proportionate interest, if any, in the proceeds from the sale by Parent or its designees in one or more transactions of shares of Parent Common Stock equal to the excess of (x) the aggregate number of shares of Parent Common Stock to be delivered to the Exchange Agent by Parent pursuant to Section 1.7(a) over (y) the aggregate number of whole shares of Parent Common Stock to be distributed to the holders of Stock Certificates pursuant to Section 1.7(b) (such excess being herein called the "Excess Shares"). As soon as practicable after the Effective Time, Parent or its designees, as agent for the holders of the Stock Certificates representing shares of Company Common Stock, shall sell the Excess Shares at then prevailing prices on the NASDAQ National Market System ("NASDAQ") in round lots to the extent practicable. (ii) Parent shall deposit the proceeds from the sale of the Excess Shares with the Exchange Agent. The Exchange Agent shall hold such proceeds in trust for the holders of shares of Company Common Stock (the "Common Shares Trust"). The Exchange Agent shall determine the portion of the Common Shares Trust to which each holder of shares of Company Common Stock shall be entitled, if any, by multiplying the amount of the aggregate proceeds comprising the Common Shares Trust by a fraction, the numerator of which is the amount of the fractional share interest to which such holder of shares of Company Common Stock would otherwise be entitled and the denominator of which is the aggregate amount of fractional share interests to which all holders of shares of Company Common Stock would otherwise be entitled. (iii) As soon as practicable after the determination of the amount of cash, if any, to be paid to holders of shares of Company Common Stock in lieu of any fractional shares of Parent Common Stock, the Exchange Agent shall make available such amounts to such holders of shares of Company Common Stock without interest, subject to and in accordance with this Section 1.7." 2. Section 7.1(b) of the Merger Agreement shall be amended by deleting "April 1, 2006" and replacing it with "May 1, 2006". 3. Except as modified by this Amendment, the Merger Agreement shall remain in full force and effect. 4. This Amendment shall be governed by, and construed in accordance with, the laws of the State of Delaware regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. 5. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, and delivered by means of facsimile transmission or otherwise, each of which when so executed and delivered shall be deemed to be an original and all of which when taken together shall constitute but one and the same agreement. If any party hereto elects to execute and deliver a counterpart signature page by means of facsimile transmission, it shall deliver an original of such counterpart to each of the other parties hereto within ten days of the date hereof, but in no event will the failure to do so affect in any way the validity of the facsimile signature or its delivery. [Signature page follow] 2 IN WITNESS WHEREOF, the Company, Parent and Subsidiary have caused this Amendment to be executed as of the date first written above. DELTA PETROLEUM CORPORATION, A DELAWARE CORPORATION By: /s/ Roger A. Parker -------------------------------------------- Name: Roger A. Parker Title: CEO DPCA LLC By: Delta Petroleum Corporation, its Sole Member By: /s/ Roger A. Parker -------------------------------------------- Name: Roger A. Parker Title: CEO CASTLE ENERGY CORPORATION By: /s/ Richard E. Staedtler -------------------------------------------- Name: Richard E. Staedtler Title: Chief Executive Officer 3 EX-99 3 ex99-1.txt EX99-1.TXT EXHIBIT 99.1 NEW RELEASE Immediate Richard E. Staedtler Castle Energy Corporation (610) 992-9900 CASTLE ENERGY ANNOUNCES EXTENSION OF MERGER AGREEMENT DEADLINE King of Prussia, PA, February 22, 2006 -- Castle Energy Corporation(1) (Nasdaq: CECX) (the "Company") announced today that it had entered into an amendment to its agreement and plan of merger with Delta Petroleum Corporation ("Delta"). Pursuant to the amendment, the Company and Delta agreed to extend the outside date for completion of the merger from April 1, 2006 to May 1, 2006. Pursuant to the provisions of the underlying agreement and plan of merger between the Company and Delta, which the parties entered into on November 8, 2005, either the Company or Delta may terminate the merger if it is not completed by the outside date for completion of the merger without penalty so long as the terminating party did not cause the delay. The Company and Delta also agreed that Delta would be responsible for selling fractional shares rather than the exchange agent. Under the terms of the original agreement and plan of merger, the exchange agent was responsible for selling the fractional shares. Pursuant to the original agreement and plan of merger, Castle shareholders are to receive approximately 1.164 Delta shares for each share of Castle. This material is not a substitute for the prospectus/proxy statement that Delta and Castle will file with the Securities and Exchange Commission ("SEC"). Investors are urged to read the prospectus/proxy statement which will contain important information, including detailed risk factors, when it becomes available. The prospectus/proxy statement and other documents which will be filed with SEC will be available free of charge at the SEC's website, www.sec.gov, or by directing a request when such a filing is made to the Company. 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. (1)Castle Energy Corporation is not affiliated with Castle Oil Corporation. -----END PRIVACY-ENHANCED MESSAGE-----