9 May 2006substantial holder notice● Neutral
Kestrel Investment Management Corporation, David J. Steirman, Abbott J. Keller reported no remaining CASTLE ENERGY CORP shareholding in its periodic institutional filing.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
2 May 2006director interest notice● Neutral
CASTLE ENERGY CORP 10%+ owner Castle Sally W disposed of 1,340,624 shares via option/appreciation-right settlement.
2 May 2006substantial holder notice● Neutral
Sally W. Castle reported no remaining CASTLE ENERGY CORP shareholding in its periodic institutional filing.
1 May 2006director interest notice● Neutral
CASTLE ENERGY CORP President and CEO Richard E Staedtler disposed of 74,600 shares via option/appreciation-right settlement.
1 May 2006director interest notice● Neutral
CASTLE ENERGY CORP director Hoffmann Martin Richard disposed of 86,000 shares via option/appreciation-right settlement.
1 May 2006director interest notice● Neutral
CASTLE ENERGY CORP director John P Keller disposed of 111,000 shares via option/appreciation-right settlement.
1 May 2006director interest notice● Neutral
CASTLE ENERGY CORP director Sidney F Wentz disposed of 78,000 shares via option/appreciation-right settlement.
28 Apr 2006listing compliance notice▼ BadMajor
CASTLE ENERGY CORP deregistered its securities, ending its obligation to file reports with the SEC.
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.
13 Feb 2006substantial holder notice● Neutral
Kestrel Investment Management Corporation, David J. Steirman, Abbott J. Keller disclosed a new substantial CASTLE ENERGY CORP shareholding (8.90% of votes).
15 Dec 2005substantial holder notice● Neutral
Sally W. Castle reported a CASTLE ENERGY CORP shareholding of 1,340,624 shares (18.35% of votes) in a periodic institutional filing.
1 Dec 2005substantial holder notice● Neutral
CASTLE ENERGY CORPORATION, CEC, INC reported a CASTLE ENERGY CORP shareholding of 6,700,000 shares (14.05% of votes) in a periodic institutional filing.
16 Nov 2005director interest notice● Neutral
CASTLE ENERGY CORP director Hoffmann Martin Richard exercised stock options for 90,000 shares and disposed of 130,000 shares.
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.
27 Sept 2005director interest notice● Neutral
CASTLE ENERGY CORP 10%+ owner Castle Sally W sold 55,900 shares at $19.75.
19 Sept 2005substantial holder notice● Neutral
Sally W. Castle disclosed a new substantial CASTLE ENERGY CORP shareholding (21.40% of votes).
13 Sept 2005director interest notice● Neutral
Castle Sally W became a CASTLE ENERGY CORP 10%+ owner and company insider (initial ownership filing).
13 Sept 2005director interest notice● Neutral
Cade Mary A became a CASTLE ENERGY CORP Chief Financial Officer and company insider (initial ownership filing).
15 Aug 2005late filing notice▼ Bad
CASTLE ENERGY CORP notified the SEC that its quarterly report would be filed late.
4 Mar 2005director interest notice● Neutral
CASTLE ENERGY CORP 10%+ owner Castle Energy Corp sold 300,000 shares at $16.05.
14 Feb 2005substantial holder notice● Neutral
Kestrel Investment Management Corporation, David J. Steirman, Abbott J. Keller reported a CASTLE ENERGY CORP shareholding of 777,550 shares (11.30% of votes) in a periodic institutional filing.
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.
12 Aug 2004late filing notice▼ Bad
CASTLE ENERGY CORP notified the SEC that its quarterly report would be filed late.
20 May 2004director interest notice● Neutral
CASTLE ENERGY CORP 10%+ owner Castle Energy Corp sold 687,875 shares at $12.28.
20 May 2004substantial holder notice● Neutral
CASTLE ENERGY CORPORATION, CEC, INC, JOSEPH L. CASTLE II reported a CASTLE ENERGY CORP shareholding of 7,000,000 shares (21.59% of votes) in a periodic institutional filing.
14 May 2004late filing notice▼ Bad
CASTLE ENERGY CORP notified the SEC that its quarterly report would be filed late.
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.