28 Apr 2006listing compliance notice▼ BadMajor
CASTLE ENERGY CORP deregistered its securities, ending its obligation to file reports with the SEC.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
31 Mar 2006business combination● Neutral
Castle announced that its special shareholder meeting to vote on the Delta merger will be held at 1:00 p.m. EDT on April 28, 2006. The filing says the registration statement with the proxy was declared effective by the SEC, but it gives two dates, March 28 in the press release and April 28 in the 8-K text, so the April date looks like a typo (an inference). The exchange ratio of about 1.164 Delta shares per Castle share is unchanged and shareholder approval is still required, so the merger has not closed.
28 Mar 2006business combination● NeutralMajor
Castle sent stockholders the final proxy statement for the Delta merger, with a special meeting on April 28, 2006 to vote on it. Holders get about 1.164 Delta shares per Castle share (8,500,000 Delta shares in total), valued at $23.61 per Castle share on March 24, 2006 based on Delta's $20.28 close; the value will move before closing. Castle's directors who voted on the merger unanimously recommend a yes vote, and a majority of outstanding Castle shares must approve. Officers, all directors and the estate and family of founder Joseph L. Castle II, holding about 29.1% of shares, have agreed to vote in favour; not voting counts as a vote against, and the filing says there are no dissenters' appraisal rights. This continues the merger announced in November 2005 and moves it to the shareholder vote stage.
23 Feb 2006business combination● Neutral
On February 17, 2006 Castle and Delta amended the merger agreement to push the outside date from April 1 to May 1, 2006, and to make Delta, not the exchange agent, responsible for selling fractional shares. The 1.164 Delta shares per Castle share is unchanged, and the preliminary proxy statement has been filed, so the merger has not yet closed or received shareholder approval.
10 Nov 2005business combination● NeutralMajor
On November 8, 2005 Castle agreed to merge into a Delta subsidiary, with Castle shareholders receiving about 1.164 Delta shares per Castle share (about 8,500,000 Delta shares in total), and the 6,700,000 Delta shares Castle owns (about 14%) will be cancelled. It needs approval from a majority of Castle shareholders and regulators, a $5,000,000 termination fee can apply in specified circumstances, and directors and the Castle founder's estate and family have agreed to vote in favour. The press release says the board viewed this as the most favourable alternative and that the merger could not happen until the Chevron case was settled; the target closing date is February 28, 2006.
29 Sept 2005material agreement● NeutralMajor
Castle settled its long-running Chevron lawsuit over environmental damage at the former Indian Refinery by paying $5.75 million on September 19, 2005, in return for a full release and indemnification against environmental claims for that refinery. It expects a one-time charge of about $2.7 million after tax in the fourth quarter (a previous $1.55 million reserve had been set aside). The filing also sets new officer salaries (Richard Staedtler as CEO at $250,000) and an 18-month salary continuation at $300,000 a year for the estate of Joseph L. Castle II, who died August 15, 2005.
28 Jan 2005auditor change● Neutral
On January 26, 2005 Castle dismissed KPMG as its auditor and appointed Grant Thornton. The filing says KPMG's reports for fiscal 2003 and 2004 were clean and there were no disagreements.
13 Apr 2004asset acquisition disposition● NeutralMajor
On March 31, 2004 Castle bought interests in 138 western Pennsylvania gas wells from Delta for $8,121,000 (about $7,671,000 net after expected adjustments of roughly $450,000); it had owned most of these properties before selling to Delta in 2002. Castle also sold 2,260,414 Delta shares in March 2004 for $20,917,797, cutting its stake to about 25% of Delta, and three Castle officers/directors (Joseph Castle, John Keller, Russell Lewis) also sit on Delta's board.
17 June 2002asset acquisition disposition● NeutralMajor
On May 31, 2002 Castle completed the sale of all its domestic oil and gas properties to Delta Petroleum Company under the agreement dated January 15, 2002. It received $18,236,000 cash plus 9,566,000 Delta shares (appraised at $26,952,000), leaving it with about 44% of Delta, and Delta holds an option to buy back up to 3,188,667 of those shares at $4.50 within a year. This matches the 44% holding disclosed in the June 2002 ownership notice.