-----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, WhiDCHChBKAF+jSIdmV+1u8M1hqjWVxll+e5it5CMhlufKwOG2JN2nMlF0l4knxk +UPf9pVb5dunNTeywYvL2A== 0000821483-00-000002.txt : 20000202 0000821483-00-000002.hdr.sgml : 20000202 ACCESSION NUMBER: 0000821483-00-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20000104 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000111 FILER: 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: 8-K SEC ACT: SEC FILE NUMBER: 000-16203 FILM NUMBER: 505095 BUSINESS ADDRESS: STREET 1: 555 17TH ST STE 3310 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3032939133 MAIL ADDRESS: STREET 1: 555 17TH STREET STREET 2: SUITE 3310 CITY: DENVER STATE: CO ZIP: 80202 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 JANUARY 4, 2000 DELTA PETROLEUM CORPORATION (Exact name of registrant as specified in its charter) Colorado 0-16203 84-1060803 (State of Commission (I.R.S. Employer Incorporation) File No. Identification No.) Suite 3310 555 17th Street Denver, Colorado 80202 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (303) 293-9133 ITEM 5. OTHER EVENTS A. On November 23, 1999, the Company agreed to amend its July 29, 1999 agreement with GlobeMedia AG of Goppingen, Germany and thereby issue warrants to GlobeMedia to purchase 250,000 shares of the Company's common stock at prices ranging from $2.00 to $4.00 per share for six months to 12 months from the effective date of a registration covering the shares underlying the warrants. A copy of the July 29, 1999 agreement along with the November 23, 1999 amendment, is incorporated herein as Exhibit 99.1. B. On December 8, 1999, the Company completed the sale of 428,000 shares of its restricted common stock in a private offshore transaction to Bank Leu of Zurich, Switzerland for $749,000 U.S. under SEC Regulation S. A fee of $75,000 was paid to an unaffiliated individual, non-U.S. citizen, as consideration for his efforts and consultation related to the private placement. In addition, warrants to purchase 250,000 shares of common stock at prices ranging from $2.00 to $4.00 per share for six months to twelve months were issued to GlobeMedia AG of Goppingen, Germany as consideration for its efforts and consultation related to the private offering. A copy of the Investment Representation Agreement is incorporated herein as Exhibit 99.2 and a copy of the November 23, 1999 letter agreement with GlobeMedia AG is incorporated herein as Exhibit 99.3. C. On December 30, 1999, the Company entered into an agreement with Burdette A. Ogle amending the Purchase and Sale Agreement between them dated January 3, 1995 to provide for and clarify the sharing of any compensation which the Company might receive in any form as consideration for any agreement, settlement, regulatory action or other arrangement with or by any governmental unit or other party precluding the further development of the properties acquired by the Company pursuant to the January 3, 1995 Purchase and Sale Agreement. A copy of the December 30, 1999 agreement is incorporated herein as Exhibit 99.4. D. On January 4, 2000, the Company completed the sale of 175,000 shares of its restricted common stock in a private transaction to Evergreen Resources, Inc. ("Evergreen") for $350,000. A copy of the Investment Representation Agreement between Evergreen and the Company dated December 17, 1999 is incorporated herein as Exhibit 99.5. In addition, Evergreen was granted an option to acquire a portion of certain interests owned by the Company in undeveloped properties offshore Santa Barbara, California. A copy of the Option Agreement between the parties dated December 17, 1999 (effective as of January 4, 2000) is incorporated herein as Exhibit 99.6. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. 99.1 July 29, 1999 Agreement between GlobeMedia AG and Delta Petroleum Corporation with November 23, 1999 amendment. 99.2 Investment Representation Agreement between Bank Leu AG and Delta Petroleum Corporation. 99.3 Letter Agreement between GlobeMedia AG and Delta Petroleum Corporation. 99.4 Agreement dated December 30, 1999 between Burdette A. Ogle and Delta Petroleum Corporation. 99.5 Investment Representation Agreement dated December 17, 1999 between Evergreen Resources, Inc. and Delta Petroleum Corporation. 99.6 Option Agreement between Evergreen Resources, Inc. and Delta Petroleum Corporation dated December 17, 1999 (effective as of January 4, 2000). Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. DELTA PETROLEUM CORPORATION (Registrant) Date: January 10, 2000 By: s/Aleron H. Larson, Jr. Aleron H. Larson, Jr. Chairman/C.E.O. INDEX TO EXHIBITS (1) Underwriting Agreement. Not applicable. (2) Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession. Not applicable. (3) (i) Articles of Incorporation. Not applicable. (ii) Bylaws. Not applicable. (4) Instruments Defining the Rights of Security Holders, including Indentures. Not applicable. (5) Opinion: re: Legality. Not applicable. (6) Opinion: Discount on Capital Shares. Not applicable. (7) Opinion: re: Liquidation Preference. Not Applicable. (8) Opinion: re: Tax Matters. Not Applicable. (9) Voting Trust Agreement. Not Applicable. (10) Material Contracts. Not Applicable. (11) Statement re: Computation of Per Share Earnings. Not Applicable. (12) Statement re: Computation of Ratios. Not Applicable. (13) Annual Report to Security Holders, etc. Not Applicable. (14) Material Foreign Patents. Not Applicable. (15) Letter re: Unaudited Interim Financial Information. Not Applicable. (16) Letter re: Change in Certifying Accountant. Not applicable. (17) Letter re: Director Resignation. Not applicable. (18) Letter re: Change in Accounting Principles. Not Applicable. (19) Report Furnished to Security Holders. Not Applicable. (20) Other Documents or Statements to Security Holders. Not applicable. (21) Subsidiaries of the Registrant. Not Applicable. (22) Published Report Regarding Matters Submitted to Vote of Security Holders. Not Applicable. (23) Consents of Experts and Counsel. Not applicable. (24) Power of Attorney. Not applicable. (25) Statement of Eligibility of Trustee. Not Applicable. (26) Invitations for Competitive Bids. Not Applicable. (27) Financial Data Schedule. Not Applicable. (99) Additional Exhibits. 99.1 July 29, 1999 Agreement between GlobeMedia AG and Delta Petroleum Corporation with November 23, 1999 amendment. 99.2 Investment Representation Agreement between Bank Leu AG and Delta Petroleum Corporation. 99.3 Letter Agreement between GlobeMedia AG and Delta Petroleum Corporation. 99.4 Agreement dated December 30, 1999 between Burdette A. Ogle and Delta Petroleum Corporation. 99.5 Investment Representation Agreement dated December 17, 1999 between Evergreen Resources, Inc. and Delta Petroleum Corporation. 99.6 Option Agreement between Evergreen Resources, Inc. and Delta Petroleum Corporation dated December 17, 1999 (effective as of January 4, 2000). EX-99.1 2 Delta Petroleum Corporation Buzz Larson, Chairman Roger A. Parker, President Hr. Spoddig 555 17th Street, Suite 3310 Tel.: 089/649110-03 Denver, Colorado, 80202 07/14/99 USA Dear Buzz, dear Roger, We are pleased to offer you our service, as we discussed, for a new, additional investor relations project: Delta Petroleum on n-tv business channel Highlights of the offer: * Company introduction in the most important German business tv channel n-tv * Internet coverage during the project period * Introduction to fund managers, banks, portfolio managers in Germany and Switzerland * Road show in Frankfurt, Munich and Zurich and other new activities * Continual recommendations in Swiss stock market letters Details: See 3.1 Project Start Date: 08/01/99 Project Manager: GlobeMedia AG and GlobeMedia.de Mr. Seybold AG Mr. Bucher, for Germany Mr. Frommert, Mr. Mayer Delta Petroleum Corporation Project Crew: GlobeMedia AG and GlobeMedia.de AG 2-6 Project End Date: 07/31/2000 Fixed Price: US $ 110.000,-- This offer will give you the right success for the German retail market and also the Swiss market and bring additional liquidity in your home market in the US directly and by arbitrage. Please feel free to contact us if you have any questions. Kind regards, GlobeMedia AG s/Karl Heinz Spoddig Karl-Heinz Spoddig cc: Peter Bucher 07/14/99 Delta Petroleum Corporation O F F E R Project: Delta Petroleum on n-tv business channel Content 1. Project Description 3 2. Requirements 4 2.1. Contractor 4 2.2. Customer 4 3. Offer 5 3.1. Description 5 3.2. Time Schedule 6 4. Conditions 7 4.1. Prices 7 4.2. Payments 7 5. Terms and conditions 7 1. Project Description Financial Public Relations made by GlobeMedia AG means the active structuring of communication for a clientele which mainly comes from abroad, creating, enhancing and securing their scopes of acting in the German speaking areas. We communicate this financial communication - or Investor Relations in other words - on the three most important media to create Shareholder Value: - - business television - - Internet - - business newspapers * Road Show - - To get the special interest of professional and semi- professional investors, we will arange a personnell meeting with the management of DELTA PETROLEUM CORP. in Frankfurt or Zurich/Switzerland. We will send out special invitations to these specific investment communities. The professional edge of the stock market is an important module to get a fair value in the market. * TV Production of a company portrait and broadcasting * We will have a 10 minute investor relations show for shareholders which will be broadcasted monthly or every two weeks. This show will start in the fourth quarter of this year. It is broadcasted via the only business channel in Germany called n-tv. * In our opinion it is the fastest way for small companies in Germany to be introduced to the public. We are very excited to get a broadcasting during the trading hours in Germany. * Internet Services * The Internet Services will cover the whole process of the TV broadcasting. That includes different ways to reach a potential investor with the information you want to be published. * Most of the German investors in small cap stocks receive the information they want via the internet. * Print Media * We inform with advertisements in German business newspapers about your company before and after the TV broadcasting to create interest in the German shareholder community. This way is used to reach the people who don't have access to the internet. This offer does not cover: Fixed price for additional effort for CD ROM duplication of the TV broadcasting. Requirements 2.1 Contractor * According to this offer GlobeMedia.de AG produces and delivers the items described in the offer description (3.1). * Project management at GlobeMedia AG:Mr. Seybold, Mr. Bucher * Project Team: 2 - 6 people of GlobeMedia AG and Globemedia.de AG. The number of people working for this project differs depending on the tasks. * The contractor will write a monthly status report and a final report of the project success. Customer * The customer DELTA PETROLEUM CORP. will deliver all documentation needed to bring this project to success. That also includes all information to plan the visit in the USA. * The Customer supports the members of the team preparing the TV introduction show. * The Customer has to ensure that the people needed for the TV takes are available as agreed in a detailed time schedule which is to prepare by the contractor and the customer. Offer 3.1 Description * Road Show * Our database of more than 5,000 potential investors includes more than 100 addresses of business pressmen and executives of several venture capital funds and small cap investment funds. * TV Production of a company portrait * The TV pictures are taken directly on your site in the USA (two locations). The four members of our TV team will take pictures of interesting items and also record an interview with the management. The film will be a 3 minute part in our own 10 minute TV show broadcasted on the most important business channel in Germany, n-tv. * The television channel n-tv is a joint venture of CNBC and famous German publishers like Handelsblatt. Our show will be broadcasted in the afternoon in Germany between 2:00 and 3:00 p.m. while the German market is open and before the market opens in the USA at 3:30 p.m. German Time. * The TV show can be repeated in the night between 0:00 a.m. and 1:00 a.m for the spectators working at day time. * The broadcasted TV contribution will also be available on a CD ROM in MPEG format for the PC users. * Internet Services * We place banner and text advertisements on important German internet business pages to make people know that DELTA PETROLEUM CORP. can be seen on televison. * We will write an article about DELTA PETROLEUM CORP. in our investor relations letter BORSE XTRA, which is published via the internet and by e-mail. * We will maintain an internet page for DELTA PETROLEUM CORP. in German during the period of contract. * We will use our network of business services in the internet to make the people take notice of your company. * Print Media * We will place two advertisements in German business newspapers before and after the TV broadcasting to create interest in the German shareholder community. 3.2 Time Schedule Start of Project: 08/01/99 End of Project: 07/31/00 The detailed time schedule for the TV production is to be agreed before 08/31/99. 4. Conditions 4.1 Prices Fixed price: $ 110,000 CD ROM Copies: $ 2,500 for each 1,000 items 4.2 Payments GlobeMedia AG will charge 01.08.1999 $ 40,000 01.09.1999 $ 20,000 01.10.1999 $ 20,000 01.11.1999 $ 30,000 Payments have to be received in our accounts before target date. 5. Terms and conditions The price fixing is valid until 09/30/99. Regensdorf, 07/14/99 GlobeMedia AG This is to confirm that your offer is accepted July 29, 1999 s/K.H. Spoddig DELTA PETROLEUM CORPORATION Karl-Heinz Spoddig By: s/Aleron H. Larson, Jr. Aleron H. Larson, Jr. CEO/Chairman November 23, 1999 Mr. Karl Heinz Spoddig GlobeMedia AG Adlikerstrasse 246 CH-8105 Regensdorf Switzerland Dear Karl: This is to confirm that we have mutually agreed to amend our July 29, 1999 agreement whereby Delta will issue to you the following warrants: Number of Price/Share Warrants Duration* $2.00 50,000 6 months 2.50 50,000 6 months 3.00 50,000 9 months 3.50 50,000 1 year 4.00 50,000 1 year 250,000 * These periods under "Duration" will begin upon the effective date of a registration statement covering the shares underlying the warrants. Please acknowledge that this is your understanding with your signature below. GLOBEMEDIA AG DELTA PETROLEUM CORPORATION By:s/K.H. Spoddig By: s/Aleron H. Larson, Jr. Authorized Officer Aleron H. Larson, Jr. Chairman/CEO EX-99.2 3 INVESTMENT REPRESENTATION AGREEMENT Delta Petroleum Corporation C/O 555 17th Street, Suite 3310 Denver, Colorado 80202 Gentlemen: 1. Subscription. The undersigned BANK LEU AG whose address is Bahnhofstrasse 32, 8022 Zurich Switzerland (and its designees) hereby agrees to acquire, from Delta Petroleum Corporation ("DPC" or the "Company") 428,000 shares of the restricted and legended common stock of DPC (collectively the "Securities"), at a price of $1.75 per share for an aggregate of $749,000 in a private negotiated transaction pursuant to Section 3(b) and/or 4(2) of the Act (and the regulations promulgated thereunder) and/or other applicable statute, rule and\or regulation. 2. Representations and Warranties. The undersigned warrants and represents to the Company that: a. The Securities are being acquired by the undersigned for investment for its own account, and not with a view to the offer or sale in connection therewith, or the distribution thereof, and that the undersigned is not now, and will not in the future, participate, directly or indirectly, in an underwriting of any such undertaking except in compliance with applicable registration provisions of the Act. b. The undersigned will not take, or cause to be taken, any action that would cause it to be deemed an underwriter of the Securities, as defined in Section 2(11) of the Securities Act of 1933, as amended (the "Act"). c. The undersigned has been afforded an opportunity to examine such documents and obtain such information concerning the Company as it may have requested, including without limitation all publicly available information, and has had the opportunity to request such other information (and all information so requested has been provided) for the purpose of verifying the information furnished to it and for the purpose of answering any question it may have had concerning the business affairs of the Company and it has reviewed to the extent desired by it the Articles, Bylaws and Minutes of the Company, documentation concerning the Company's financial condition, assets, liabilities, share ownership and capital structure, operations, sales, management, public market, public filings, litigation and other material contracts and matters. d. The undersigned (and its officers, directors and/or agents, as applicable) have had an opportunity to personally ask questions of, and receive answers from, one or more of the officers and directors of the Company and/or the attorneys for the Company to ascertain and verify the accuracy and completeness of all material information regarding the Company, its business and its officers, directors, and promoters. The undersigned has had an opportunity to ask questions of and receive answers from duly designated representatives of the Company concerning the terms and conditions pursuant to which the Securities are being acquired by it. e. The undersigned understands that its acquisition of the Securities from the Company is a negotiated private transaction. f. By reason of the knowledge and experience of the undersigned (and that of its officers and directors and their respective advisors and investment bankers) in financial and business matters in general, and investments in particular, it is capable of evaluating the merits and risks of an investment in the Securities. g. The undersigned is capable of bearing the economic risks of an investment in the Securities. h. The undersigned's present financial condition is such that it is under no present or contemplated future need to dispose of any portion of the Securities to satisfy any existing or contemplated undertaking, need or indebtedness. i. If required to do so, it has retained to advise it, as to the merits and risks of a prospective investment in the Securities, a purchaser representative, legal counsel, financial and accounting advisors, investment bankers, etc. j. The undersigned hereby represents and warrants to the Company that all of the representations, warranties and acknowledgements contained in this agreement, and the agreements, if any, to which this document is attached as an exhibit are true, accurate and complete as of the date herein and acknowledges that the Company, its officers, directors, agents, and affiliates have relied on its representations and warranties herein in consenting to the restricted issuance and/or transfer of the Securities and the undersigned hereby agrees to indemnify and hold the Company (together with its officers, directors, agents and affiliates) harmless with respect to any and all expenses, claims or litigation (including without limitation reasonable attorney's fees related thereto) arising from or related to breach of this agreement including without limitation breach of any warranty or representation herein. 3. Restrictions. The undersigned acknowledges and understands that the Securities are unregistered and must be held indefinitely by the undersigned and/or its assignees unless they are subsequently registered under the Act or an exemption from such registration is available. The undersigned further acknowledges that it is fully aware of the applicable limitations on the resale of the Securities. For instance, Rule 144 (the "Rule") permits sales of "Restricted Securities" held for not less than two years and upon compliance with the requirements of such Rule. Further, the Securities must be sold in an active market and appropriate information relating to the Company must be generally available in order to effectuate a transaction pursuant to the Rule by an affiliate of the Company. Any and all certificates representing the Securities and any and all securities issued in replacement or conversion thereof or in exchange thereof shall bear the following legend, or one substantially similar thereto, which the undersigned has read and understands: The Securities represented by this Certificate have not been registered under the Securities Act of 1933 (the "Act") and are "restricted securities" as that term is defined in Rule 144 under the Act. The Securities may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act or pursuant to an exemption from registration under the Act, the availability of which is to be established to the satisfaction of the Company. The undersigned further agrees that the Company shall have the right to issue a stop transfer instruction to its transfer agent, if any, or to note a stop transfer instruction in its stockholder records, which will prevent any resale of the securities prior to two years from purchase which is not in compliance with the Rule or subject to an effective registration statement, without written consent from the Company, and it acknowledges that the Company has informed it of its intention to issue such instructions when and if necessary. 4. Registration Rights. Within ninety (90) days of the consummation of this transaction the Company shall file a registration statement (or similar document) with the U.S. Securities & Exchange Commission and shall include such shares issued pursuant hereto in such registration statement, at the Company's sole cost. 5. Successors and Assigns. This agreement shall be binding upon and shall inure to the benefit of the parties hereto and to the successors and assigns of the Company and to the personal and legal representatives, heirs, guardians, successors and permitted assignees of the undersigned. 6. Applicable Law. This agreement shall be governed by and construed in accordance with the laws of the State of Colorado and, to the extent it involves any United States statute, in accordance with the laws of the United States, and jurisdiction and venue for any dispute related hereto shall be in the District Court for the City and County of Denver, Colorado. s/Andre Tinner, Asst. Vice President By:s/Andre Tinner Typed or Printed Name Signature P.O. Box Social Security or Tax Address Identification Number BANK LEU AG ZURICH Bahnhofstrasse 32, Zurich Switzerland 8022 City, State and Zip Code ACCEPTED: Delta Petroleum Corporation By:s/Aleron H. Larson, Jr. Dated: December 28, 1999 EX-99.3 4 November 23, 1999 Mr. Karl Heinz Spoddig GlobeMedia AG Adlikerstrasse 246 CH-8105 Regensdorf Switzerland Dear Karl: This is to confirm that Delta Petroleum Corporation will issue the following warrants to you as compensation for your involvement in the private placement of 428,572 shares of Delta common stock: Number of Price/Share Warrants Duration * $2.00 50,000 6 months 2.50 50,000 6 months 3.00 50,000 9 months 3.50 50,000 1 year 4.00 50,000 1 year 250,000 * These periods under "Duration" will begin upon the effective date of a registration statement covering the shares underlying the warrants. Please acknowledge that this is your understanding with your signature below. GLOBEMEDIA AG DELTA PETROLEUM CORPORATION By:/K.H. Spoddig By:s/Aleron H. Larson, Jr. Authorized Officer Aleron H. Larson, Jr., President & CEO Chairman/CEO EX-99.4 5 AGREEMENT This Agreement is entered into effective as of December 30, 1999, by and between Delta Petroleum Corporation, a Colorado corporation, 555 17th Street, Suite 3310, Denver, Colorado 80202 and Burdette A. Ogle, 1224 Coast Village Circle, Suite 24, Santa Barbara, California 93108. RECITALS A. The parties hereto are also parties to that certain A Purchase and Sale Agreement dated January 3, 1995 (the A Purchase and Sale Agreement), those several instruments of conveyance of even date therewith and related thereto each of which is entitled AAssignment, Conveyance and Bill of Sale of Federal Oil and Gas Leases Reserving a Production Payment (collectively, the Assignments), and to that certain Agreement dated December 17, 1998 amending the Assignments (the First Amendment). B. The parties desire to further amend the Assignments. AGREEMENT FOR VALUABLE CONSIDERATION, the receipt and adequacy of which are acknowledged, the parties agree as follows: 1. Each of the Assignments is hereby amended to add a new Section II-11 which shall read as follows: 11. In the event Assignee receives any compensation in any form as consideration for any agreement, settlement, regulatory action or other arrangement, whether voluntary or involuntary, with or by any governmental unit (whether federal, state or local) or other party precluding the further development of the Interests, Assignee shall pay Assignor the lesser of: (x) three percent (3%) of the stated value of such compensation; or, (y) the remaining balance of the Production Payment. To the extent that such agreement, settlement, regulatory action or other arrangement precludes development of less than all of the Interests, the amount paid to Assignor pursuant to this Section 11 shall be deducted from and reduce amounts due under the Production Payment upon actual production of Substances, but the Production Payment shall otherwise remain in effect with respect to any Interest, the development of which is not so precluded. 2. The parties hereby ratify the Purchase and Sale Agreement and the Assignments, as amended by the First Amendment and this Agreement. 3. This Agreement may be executed in one or more counterparts, which shall together constitute one document. This Agreement may be executed by means of facsimile signatures without the necessity of further proof of execution. Executed effective as of the date first above written. DELTA PETROLEUM CORPORATION s/Burdette A. Ogle By:s/Aleron H. Larson, Jr. BURDETTE A. OGLE Authorized Officer EX-99.5 6 INVESTMENT REPRESENTATION AGREEMENT Delta Petroleum Corporation C/O 555 17th Street, Suite 3310 Denver, Colorado 80202 Gentlemen: 1. Subscription. The Undersigned, EVERGREEN RESOURCES, INC. ("Evergreen" or "Undersigned") and its designees, hereby agrees to acquire from Delta Petroleum Corporation ("Delta" or the "Company") 175,000 shares of the restricted and legended common stock of Delta (collectively the "Securities") for an aggregate of $350,000 in a private negotiated transaction pursuant to Section 3(b) and/or 4(2) of the Act (and the regulations promulgated thereunder) and/or other applicable statute, rule and\or regulation. Closing, including delivery of the Securities and payment therefore, shall take place as of January 4, 2000. 2. Representations and Warranties. The Undersigned warrants and represents to the Company that: a. The Securities are being acquired by the Undersigned for investment for its own account, and not with a view to the offer or sale in connection therewith, or the distribution thereof, and that the Undersigned is not now, and will not in the future, participate, directly or indirectly, in an underwriting of any such undertaking except in compliance with applicable registration provisions of the Act. b. The Undersigned will not take, or cause to be taken, any action that would cause it to be deemed an underwriter of the Securities, as defined in Section 2(11) of the Securities Act of 1933, as amended (the "Act"). c. The Undersigned has been afforded an opportunity to examine such documents and obtain such information concerning the Company as it may have requested, including without limitation all publicly available information, and has had the opportunity to request such other information (and all information so requested has been provided) for the purpose of verifying the information furnished to it and for the purpose of answering any question it may have had concerning the business affairs of the Company and it has reviewed to the extent desired by it the Articles, Bylaws and Minutes of the Company, documentation concerning the Company's financial condition, assets, liabilities, share ownership and capital structure, operations, sales, management, public market, public filings, litigation and other material contracts and matters. d. The Undersigned (and its officers, directors and/or agents, as applicable) have had an opportunity to personally ask questions of, and receive answers from, one or more of the officers and directors of the Company and/or the attorneys for the Company to ascertain and verify the accuracy and completeness of all material information regarding the Company, its business and its officers, directors, and promoters. The Undersigned has had an opportunity to ask questions of and receive answers from duly designated representatives of the Company concerning the terms and conditions pursuant to which the Securities are being acquired by it. e. The Undersigned understands that its acquisition of the Securities from the Company is a negotiated private transaction. f. By reason of the knowledge and experience of the Undersigned (and that of its officers and directors and their respective advisors and investment bankers) in financial and business matters in general, and investments in particular, it is capable of evaluating the merits and risks of an investment in the Securities. g. The Undersigned is capable of bearing the economic risks of an investment in the Securities. h. The Undersigned's present financial condition is such that it is under no present or contemplated future need to dispose of any portion of the Securities to satisfy any existing or contemplated undertaking, need or indebtedness. i. If required to do so, it has retained to advise it, as to the merits and risks of a prospective investment in the Securities, a purchaser representative, legal counsel, financial and accounting advisors, investment bankers, etc. j. The Undersigned hereby represents and warrants to the Company that all of the representations, warranties and acknowledgements contained in this agreement, and the agreements, if any, to which this document is attached as an exhibit are true, accurate and complete as of the date herein and acknowledges that the Company, its officers, directors, agents, and affiliates have relied on its representations and warranties herein in consenting to the restricted issuance and/or transfer of the Securities and the Undersigned hereby agrees to indemnify and hold the Company (together with its officers, directors, agents and affiliates) harmless with respect to any and all expenses, claims or litigation (including without limitation reasonable attorney's fees related thereto) arising from or related to breach of this agreement including without limitation breach of any warranty or representation herein. 3. Restrictions. The Undersigned acknowledges and understands that the Securities are unregistered and must be held indefinitely by the Undersigned and/or its assignees unless they are subsequently registered under the Act or an exemption from such registration is available. The Undersigned further acknowledges that it is fully aware of the applicable limitations on the resale of the Securities. For instance, Rule 144 (the "Rule") permits sales of "Restricted Securities" held for not less than two years and upon compliance with the requirements of such Rule. Further, the Securities must be sold in an active market and appropriate information relating to the Company must be generally available in order to effectuate a transaction pursuant to the Rule by an affiliate of the Company. Any and all certificates representing the Securities and any and all securities issued in replacement or conversion thereof or in exchange thereof shall bear the following legend, or one substantially similar thereto, which the Undersigned has read and understands: The Securities represented by this Certificate have not been registered under the Securities Act of 1933 (the "Act") and are "restricted securities" as that term is defined in Rule 144 under the Act. The Securities may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act or pursuant to an exemption from registration under the Act, the availability of which is to be established to the satisfaction of the Company. 4. Registration Rights. Subject to the approval of an underwriter, if any, involved in a registration relating to a public offering of the Company's securities, in the event that the Company shall file a registration statement (or similar document) with the U.S. Securities & Exchange Commission on a form which would legally allow inclusion of the shares issued pursuant hereto, the Company shall include such shares in such registration statement, at the Company's sole cost. 5. Successors and Assigns. This agreement shall be binding upon and shall inure to the benefit of the parties hereto and to the successors and assigns of the Company and to the personal and legal representatives, heirs, guardians, successors and permitted assignees of the Undersigned. 6. Applicable Law. This agreement shall be governed by and construed in accordance with the laws of the State of Colorado and, to the extent it involves any United States statute, in accordance with the laws of the United States, and jurisdiction and venue for any dispute related hereto shall be in the District Court for the City and County of Denver, Colorado. Evergreen Resources, Inc. By:s/Mark S. Sexton Typed or Printed Name Signature Mark S. Sexton President & CEO for Evergreen Resources, Inc. 84-0834147 1401 17th Street, Suite 1200 Social Security or Tax Address Identification Number Denver, Colorado 80202 City, State and Zip Code ACCEPTED: DELTA PETROLEUM CORPORATION By:s/Aleron H. Larson, Jr. Dated: December 17, 1999 EX-99.6 7 OPTION Effective January 4, 2000 for good and valuable consideration the receipt of which is hereby acknowledged, Evergreen Resources, Inc. ("Evergreen") is hereby granted an option ("Option"), until September 30, 2000 to acquire 50% of those property interests owned by Delta Petroleum Corporation ("Delta") which are listed on the attached Exhibit A (the "Properties") by transferring to Delta the 175,000 shares purchased by Evergreen under an Investment Representation Agreement of even date herewith. Delta will warrant and defend title against all persons claiming title thereto through Delta. In the event that Evergreen exercises its option to acquire the Properties, Delta will assign 50% of its interest in the Properties to Evergreen subject to its proportionate share of the reserved production payment in favor of Burdette A. Ogle ("Ogle") described in the copies of the documents attached hereto and listed below (the "Documents"). The Documents provide for the reservation of an undivided three percent (3%) of substances produced from the Properties ("Production Payment") until an aggregate amount of $8,000,000 (or a reduced amount as provided in the Documents under certain circumstances) has been paid to Ogle or his successors either from any production attributable to the reserved 3% or the minimum annual advanced payment ("Minimum Payment") discussed below. The Documents further provide that, irrespective of whether the Properties are producing or non-producing at any time, that Ogle shall be paid a Minimum Payment in the amount of $350,000 per year. This Minimum Payment may be composed of the proceeds from the production of the reserved 3%, a direct cash payment or a combination thereof. Upon exercise of its option, Evergreen will assume and agree to pay the direct cash portion of the Minimum Payment under the terms set forth in the Documents until the production proceeds from the reserved 3% from 100% of the Properties are adequate to cover the Minimum Payment. It is provided, however, that Evergreen shall be responsible only for payment of the cash portion of the Minimum Payment with respect to the Properties and that the reserved Production Payment derived from the reservation of an undivided three percent (3%) of substances produced from the Properties shall burden and be paid from 100% of the substances produced from the Properties equally and proportionately regardless of ownership. Delta represents that it has paid $1,550,000 to date in Minimum Payments, thereby correspondingly reducing the maximum aggregate amount due under the Production Payment from $8,000,000 to $6,450,000. Each successive payment shall further reduce the remaining amount due under the Production Payment. The following Document copies are attached hereto: * Lease interests Purchase Option Agreement between Delta and Ogle; * Purchase and Sale Agreement between Delta and Ogle; * Assignments from Ogle to Delta for interests in OCS- P409, OCS-P0415, OCS-P-0416, OCS-P0421, OCS-P0422, OCS-P0460, OCS-P0462, and OCS-P464; In the event Evergreen exercises its Option, the parties will enter into agreements and assignments in the format of those included in the attached Documents. Until September 30, 2000, or the exercise of the Option, whichever occurs first, Delta agrees: 1) that it will pay all costs associated with or derived from the ownership of the Properties, including payments to Ogle as provided in the attached Documents; 2) that it will not otherwise encumber the Properties or allow the Properties to be encumbered in any fashion through operation of law or otherwise except as is already provided in the attached documents in favor of Ogle and his successors. In the event of any failure by Delta to pay costs associated with or derived from the ownership of the Properties or in the event of the placement of any encumbrance upon the Properties, Delta will notify Evergreen in writing within three business days of such event. Upon such notification, Evergreen shall have the option, but not the obligation, to pay such unpaid cost(s) or to pay the funds necessary to prevent or remove any such encumbrance. If Evergreen advances funds to Delta or directly to others for such purposes, Delta will execute a twelve month promissory note in an amount equal to the funds advanced with interest at ten percent (10%) per annum in favor of Evergreen and the Properties shall secure the repayment thereof under documentation customary in such transactions. Dated: December 17, 1999 DELTA PETROLEUM CORPORATION s/Roger A. Parker Authorized Officer, Roger A. Parker, President EVERGREEN RESOURCES, INC. s/Mark S. Sexton Authorized Officer, Mark S. Sexton, President, CEO AGGREGATE LIST OF OIL & GAS LEASES SUBJECT TO RESERVED PRODUCTION PAYMENTS 1. San Miguel Field OCS-P 0409: Oil and Gas Lease from the United States of America, as Lessor, to Oxy Petroleum, Inc., et al, as Lessee, effective July 1, 1981, designated Serial No. OCS-P 0409 and covering all of Block 22, OCS Official Protraction Diagram NI 10-6, Santa Maria (Tract 53-182). Leasehold Interest: 12.67169% 2. Point Sal Unit OCS-P 0415: Oil and Gas Lease from the United States of America, as Lessor, to Ogle Petroleum Inc., et al., as Lessee, effective July 1, 1981 designated Serial No. OCS-P 0415, and covering all of Block 66, OCS Official Protraction Diagram, NI 10-6, Santa Maria. Leasehold Interest: 1.88682% OCS-P 0416: Oil and Gas Lease from the United States of America, as Lessor, to Ogle Petroleum Inc., et al., as Lessee, effective July 1, 1981 designated Serial No. OCS-P 0416, and covering all of Block 67, OCS Official Protraction Diagram, NI 10-6, Santa Maria. Leasehold Interest: 3.03049% OCS-P 0421: Oil and Gas Lease from the United States of America, as Lessor, to Ogle Petroleum Inc., et al., as Lessee, effective July 1, 1981 designated Serial No. OCS-P 0421, and covering all of Block 110, OCS Official Protraction Diagram, NI 10-6, Santa Maria. Leasehold Interest: 1.88682% OCS-P 0422: Oil and Gas Lease from the United States of America, as Lessor, to Ogle Petroleum Inc., et al., as Lessee, effective July 1, 1981 designated Serial No. OCS-P 0422, and covering all of Block 111, OCS Official Protraction Diagram, NI 10-6, Santa Maria. Leasehold Interest: 4.50000% 5. Gato Canyon Unit OCS-P 0460: Oil and Gas Lease from the United States of America, as Lessor, to Atlantic Richfield Company, as Lessee, effective August 1, 1982, designated Serial No. OCS-P 046O, and covering all of Block 53N 72W, that portion seaward of the Three Geographical Mile Line, Channel Islands Area, OCS Leasing Map No. 6A. Leasehold Interest: 1.52930% OCS-P 0462: Oil and Gas Lease from the United States of America, as Lessor, to Ogle Petroleum Inc., et al., as Lessee, effective August 1, 1982, designated Serial No. OCS-P 0462, and covering all of Block 52N 72W, Channel Islands Area, OCS Leasing Map No. 6A. Leasehold Interest: 1.52930% OCS-P 0464: Oil and Gas Lease from the United States of America, as Lessor, to Atlantic Richfield Company, as Lessee, effective August 1, 1982, designated Serial No. OCS-P 0464, and covering all of Block 53N 71W, that portion seaward of the Three Geographical Mile Line, Channel Islands Area, OCS Leasing Map No. 6B. Leasehold Interest: 1.52930% -----END PRIVACY-ENHANCED MESSAGE-----