-----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, KbiQ+TI4RDu5ZaQu9GQ7J5tpZAK3rv9ixMUu+pNa38BcTmJ1dr6JREzaV6mFT1ev 548pV8z5xqTWODUv5EoNjA== 0000948830-03-000156.txt : 20030701 0000948830-03-000156.hdr.sgml : 20030701 20030701112320 ACCESSION NUMBER: 0000948830-03-000156 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20030620 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030701 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-16203 FILM NUMBER: 03766869 BUSINESS ADDRESS: STREET 1: 475 17TH STREET SUITE 1400 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3032939133 MAIL ADDRESS: STREET 1: 475 17TH STREET STREET 2: SUITE 1400 CITY: DENVER STATE: CO ZIP: 80202 8-K/A 1 delta8ka1.txt DELTA PETROLEUM CORPORATION 8-K AMEND 1 (6-20-03) SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A AMENDMENT NUMBER ONE Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 20, 2003 --------------------------------- (Date of earliest event reported) 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 1400 475 17th Street Denver, Colorado 80202 ------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (303) 293-9133 N/A ------------------------------------------------------------- (Former name or former address, if changed since last report) ITEM 5. OTHER EVENTS On June 20, 2003, we completed an acquisition of certain oil and gas properties in Kansas from JAED Production Company, Inc. ("JAED") in exchange for cash and stock. The properties that were acquired from JAED consist of interests in approximately 22 wells that are currently producing approximately 950 barrels of oil and 500 Mcf of gas per day and the associated undeveloped acreage. All of the properties are located in the Padgett Field in Sumner County, Kansas. The average working interest that we acquired is approximately 97%, with an average net revenue interest to us of approximately 79%. A copy of the Purchase and Sale Agreement is attached as an exhibit to this Report. In connection with the purchase of these properties, we paid JAED approximately $9 million in cash and issued JAED 200,000 shares of our Common Stock. The transaction was effective as of June 1, 2003, and the net operating revenues from the properties between the effective date and the June 20, 2003 closing date will be recorded as an adjustment to the purchase price. Also on June 20, 2003, we increased the amount of our existing credit facility with the Bank of Oklahoma and Local Oklahoma Bank from $20 million to $29.3 million. This increase was necessary to allow us to fund the JAED transaction, and substantially all of the cash portion of the purchase price was funded through our credit facility. Our total debt now approximates $33.8 million including our debt to Kaiser-Francis, and all of the properties acquired from JAED have been pledged as collateral for our credit facility. A copy of the First Amendment to Credit Agreement is attached as an exhibit to this Report. Reports, Opinions and Appraisals - -------------------------------- We did not engage an independent firm to render a fairness opinion in connection with this transaction. Management believed that an independent fairness opinion was unnecessary because the assets acquired consist almost entirely of oil and gas leases, and our Board believed that our management possessed sufficient skills and experience to negotiate a fair price for the assets that were ultimately acquired. Our own petroleum engineers on staff prepared an internal analysis of the properties before they were acquired, and this analysis was used by us in negotiating the terms of the transaction and in determining the amount of the purchase price. Although we believe our internal analysis is accurate, the process of estimating quantities of oil and gas deposits is subject to continuous revisions as additional information is made available through drilling, testing, reservoir studies and production history. There can be no assurance that our internal estimates will not be materially revised in subsequent periods. -2- Past Relationships - ------------------ JAED is a privately-held Kansas corporation that is owned by two individuals who are not affiliated with us. Prior to this transaction, we had never had any business dealings with JAED or either of its owners. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. Listed below are the exhibits filed as a part of this Report. EXHIBITS: Exhibit Number Description 10.1 Purchase and Sale Agreement dated as of June 5, 2003 between JAED Production Company, Inc. and Delta Petroleum Corporation (filed without exhibits). (Previously filed) 10.2 Registration Rights Agreement dated as of June 19, 2003 between JAED Production Company, Inc. and Delta Petroleum Corporation. (Previously filed) 10.3 First Amendment to Credit Agreement dated effective as of June 20, 2003 by and between Delta Petroleum Corporation, Delta Exploration Company, Inc. and Piper Petroleum Company as Borrowers, and Bank of Oklahoma, N.A., a national banking association and each of the financial institutions which is a party thereto. (Previously filed) 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 hereunto duly authorized. DELTA PETROLEUM CORPORATION (Registrant) Date: June 30, 2003 By: /s/ Roger A. Parker Roger A. Parker, President -3- -----END PRIVACY-ENHANCED MESSAGE-----