- --------------------------------------------------------------------------------
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-