Schedule 13D/Amendment No. 20

-----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, DorG8asTJx8fk8ioWOMEET6vOraqZsSD05ohIge8MjkgQH2MrF2NhW9/6jtHeBS0 wl5w5zADxcdxtdgUWfQb9w== 0001193125-10-284703.txt : 20101221 0001193125-10-284703.hdr.sgml : 20101221 20101220182309 ACCESSION NUMBER: 0001193125-10-284703 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20101221 DATE AS OF CHANGE: 20101220 GROUP MEMBERS: KIRK KERKORIAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DELTA PETROLEUM CORP/CO CENTRAL INDEX KEY: 0000821483 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 841060803 STATE OF INCORPORATION: CO FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41532 FILM NUMBER: 101263912 BUSINESS ADDRESS: STREET 1: 370 SEVENTEENTH STREET STREET 2: SUITE 4300 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3032939133 MAIL ADDRESS: STREET 1: 370 SEVENTEENTH STREET STREET 2: SUITE 4300 CITY: DENVER STATE: CO ZIP: 80202 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TRACINDA CORP CENTRAL INDEX KEY: 0000319029 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 150 RODEO DRIVE SUITE 250 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 7027378060 MAIL ADDRESS: STREET 1: 150 RODEO DRIVE SUITE 250 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 SC 13D/A 1 dsc13da.htm SCHEDULE 13D/AMENDMENT NO. 20 Schedule 13D/Amendment No. 20

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under Rule 13d-1 of the Securities Exchange Act of 1934

(Amendment No. 20)

Delta Petroleum Corporation

(Name of Issuer)

Common Stock, par value $.01 per share

(Title of Class of Securities)

247907207

(CUSIP Number)

Richard Sobelle, Esq.

Tracinda Corporation

150 South Rodeo Drive, Suite 250

Beverly Hills, CA 90212

(310) 271-0638

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 16, 2010

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 247907207
1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Tracinda Corporation
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) N/A
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization Nevada
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 93,797,701
		8.	Shared Voting Power
		9.	Sole Dispositive Power 93,797,701
		10.	Shared Dispositive Power
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 93,797,701
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 32.9%*
14.	Type of Reporting Person (See Instructions) CO

* Percentage calculated on the basis of 285,216,209 shares of common stock issued and outstanding as of November 1, 2010, based upon information set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2010.


CUSIP No. 247907207
1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Kirk Kerkorian
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) N/A
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 93,797,701
		8.	Shared Voting Power
		9.	Sole Dispositive Power 93,797,701
		10.	Shared Dispositive Power
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 93,797,701
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 32.9%*
14.	Type of Reporting Person (See Instructions) IN

This Amendment No. 20 amends and supplements that certain Schedule 13D filed on February 26, 2008 and previously amended on June 11, 2008, June 19, 2008, July 9, 2008, September 3, 2008, November 7, 2008 , November 14, 2008, November 25, 2008, December 5, 2008, March 3, 2009, March 27, 2009, May 1, 2009, May 6, 2009, May 13, 2009, May 19, 2009, May 28, 2009, August 5, 2009, December 1, 2009, October 18, 2010 and October 21, 2010, and as amended by those certain Schedule TO-C’s filed on October 31, 2008, and November 7, 2008 with the Securities and Exchange Commission by Tracinda Corporation, a Nevada corporation (“Tracinda”), and Kirk Kerkorian, an individual and the sole shareholder of Tracinda (as so amended, the “Schedule 13D”). Capitalized terms used herein and not otherwise defined in this Amendment No. 20 shall have the meaning set forth in the Schedule 13D. Except as specifically set forth herein, the Schedule 13D remains unmodified.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended by adding the following information:

On December 16, 2010, Tracinda entered into a First Amendment to Pledge Agreement and Second Amendment to Promissory Note with Roger A. Parker, dated December 16, 2010 (the “Amendment”). Pursuant to the Amendment, Tracinda has released from pledge the shares of Delta Petroleum Common Stock previously pledged pursuant to the Pledge Agreement. A copy of the Amendment is attached hereto as an exhibit and incorporated herein by this reference.

Item 7.

Material to be Filed as Exhibits.


Exhibit No.		Description

99.1		First Amendment to Pledge Agreement and Second Amendment to Promissory Note, dated December 16, 2010.

SIGNATURE

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

December 20, 2010


TRACINDA CORPORATION

By:		/s/ Anthony L. Mandekic
Anthony L. Mandekic Secretary/Treasurer


KIRK KERKORIAN

By:		/s/ Anthony L. Mandekic
Anthony L. Mandekic Attorney-in-Fact *

* Power of Attorney, dated

February 13, 2008, previously filed as

Exhibit 3 to the Schedule 13D filed on

February 26, 2008.

EX-99.1 2 dex991.htm FIRST AMENDMENT TO PLEDGE AGREEMENT First Amendment to Pledge Agreement

FIRST AMENDMENT TO PLEDGE AGREEMENT

AND

SECOND AMENDMENT TO PROMISSORY NOTE

This First Amendment to Pledge Agreement and Second Amendment to Promissory Note (this “Amendment”) is made this 16^th day of December, 2010, by and between Roger A. Parker (“Maker”) and Tracinda Corporation, a Nevada corporation (“Lender”).

WHEREAS, Maker executed and delivered to Lender the Promissory Note dated November 10, 2008 in the original principal amount of $7,500,000.00, as amended by the First Amendment to Promissory Note dated June 26, 2009 and effective as of May 11, 2009 (the “Note”);

WHEREAS, Maker, as Pledgor, and Lender, as Secured Party, entered into the Pledge Agreement dated June 26, 2009 and effective as of May 11, 2009 (the “Pledge Agreement”) pursuant to which Maker pledged 1,339,303 shares of common stock of Delta Petroleum Corporation (the “Delta Shares”) to secure Maker’s obligations under the Note;

WHEREAS, Maker and Lender desire to enter into this Amendment to provide that: (a) Lender will release the Delta Shares to Maker free and clear of any Liens, (b) Maker will pay to Lender $1,000,000.00 in cash, and (c) Maker will pledge and deliver to Lender substitute Collateral in lieu of the Delta Shares to secure Maker’s obligations under the Note; and

WHEREAS, Maker and Lender desire to amend the terms of the Note and the Pledge Agreement as set forth below.

NOW, THEREFORE, in consideration of the mutual covenants herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Maker and Lender agree as follows:

1.	Defined Terms. Capitalized terms used but not defined herein shall have the meanings set forth in the Pledge Agreement.

Release of Delta Shares. Upon execution of this Amendment, Lender shall deliver to Maker the original stock certificates listed on Schedule A to the Pledge Agreement representing the Delta Shares, free and clear of all Liens, and any original instrument of transfer or assignment executed in blank and delivered by Maker to Lender when originally pledging the Delta Shares.

Payment by Maker to Lender. Upon execution of this Amendment, Maker shall make a payment on the Note to Lender in the sum of $1,000,000.00 by wire transfer of immediately available funds to an account specified by Lender to be applied (a) first to pay any accrued but unpaid interest owing under the Note, and (b) then to reduce the principal amount outstanding under the Note.

Deliver of Substitute Collateral. Upon execution of this Amendment, Maker shall deliver to Lender stock certificate no. 1336-7 representing 250,000 shares of common stock, par value $0.0001 per share, of Recovery Energy Inc., a Nevada corporation (the “Recovery Shares”), as substitute Collateral for the Delta Shares.

5.	Amendments of the Note and the Pledge Agreement.

(a)

All references in the Note and the Pledge Agreement to the Delta Shares shall be replaced by and understood to be a reference to the Recovery Shares.

(b)

All references in the Note and the Pledge Agreement to Delta Petroleum Corporation shall be replaced by and understood to be a reference to Recovery Energy Inc.

(c)

Section 7(b) of the Pledge Agreement is hereby deleted in its entirety and replaced by “(b) [Intentionally omitted].”

(d)

The second sentence of Section 2 of the First Amendment to Promissory Note dated June 26, 2009 and effective as of May 11, 2009 is hereby deleted in its entirety.

(e)

Schedule A is hereby deleted in its entirety and the following inserted in its place: “Schedule A 250,000 shares of common stock, par value $0.0001 per share, of Recovery Energy Inc., a Nevada corporation represented by stock certificate no. 1336-7”

6.	Representations and Warranties. Maker represents and warrants to Lender that the representations and warranties set forth in Section 4 of the Pledge Agreement, as amended by this Amendment, are true and correct in all respects with respect to the Recovery Shares.

Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of California without giving effect to any choice of law or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of California.

Counterparts; Facsimile Signatures. This Amendment may be executed in separate counterparts each of which will be an original and all of which taken together will constitute one and the same agreement. This Amendment may be executed using facsimiles of signatures, and a facsimile of a signature shall be deemed to be the same, and equally enforceable, as an original of such signature.

9.	No other modifications. Except as expressly set forth in this Amendment, all of the terms and conditions of the Note and Pledge Agreement, as hereto for amended, shall remain in full force and effect without modification or amendment.

IN WITNESS WHEREOF, Maker and Lender have executed this Amendment as of the date first set forth above.


MAKER:	LENDER:

/s/ Roger A. Parker	Tracinda Corporation
Roger A. Parker

	By:	/s/ Anthony L. Mandekic
		Anthony L. Mandekic
		Secretary/Treasurer

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