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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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
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(Exact Name of Registrant as Specified in Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation or Organization)
0-10990 76-0035225
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(Commission File Number) (I.R.S. Employer Identification No.)
357 South Gulph Road, Suite 260, King of Prussia, PA 19406
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(Address of Principal Executive Offices) (Zip Code)
(610) 992-9900
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(Registrant's telephone number, including area code)
One Radnor Corporate Center, Suite 250, 100 Matsonford Road, Radnor, PA 19087
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(Former Name or Former Address, if Changed Since Last Report)
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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
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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
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Richard E. Staedtler
Chief Financial Officer