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
November 23, 1998
AMBER RESOURCES COMPANY
(Exact name of registrant as specified in its charter)
Delaware 0-8874 84-0750506
(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 2. ACQUISITION OR DISPOSITION OF ASSETS
On Monday, November 16, 1998, Amber completed the sale of
interests in 17 wells in the Anadarko Basin of Oklahoma for
$1,075,000 to Anadarko Minerals, Inc., of Oklahoma City, Oklahoma,
a private company not affiliated with the Registrant. The Company
expects to receive an additional approximately $85,000 as a result
of a gas balancing adjustment to be made on March 15, 1999. The
proceeds from the sale will be used to discharge debt, for
drilling, and for operations. A copy of the Letter Agreement for
the sale of the properties is attached hereto as Exhibit 2.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
2.1 Letter Agreement between Amber Resources Company/Delta
Petroleum Corporation and Anadarko Minerals, Inc.
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.
AMBER RESOURCES COMPANY
(Registrant)
Date: November 23, 1998 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.
2.1 Letter Agreement between Amber Resources Company/Delta
Petroleum Corporation and Anadarko Minerals, Inc.
(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. Not Applicable.
DUTCHER & COMPANY, INC.
October 29, 1998
VIA FEDERAL EXPRESS
Roger Parker, President
Amber Resources Company
3310 Anaconda Tower
555 Seventeenth Street
Denver, Colorado 80202
Dear Roger,
As we discussed, Anadarko Minerals, Inc. ("Buyer") hereby offers to
purchase from Amber Resources Company and Delta Petroleum Corporation,
("Sellers"), all of Sellers' right, title and interest in the Anadarko
Basin Properties set forth in Exhibit A, (the "Properties"), for a price
of $1,384,000, subject to the following terms and conditions:
1. Buyer must verify to its satisfaction Sellers' title to the
Properties. Sellers will make available to Buyer all title
opinions, abstracts, title documents, and other related data
in their files concerning title to the Properties. As used
herein, the term "Properties" includes all rights and
interests in the properties set forth in Exhibit A, together
with all associated leasehold, all equipment, inventory and
other property located thereon, and all contracts, easements,
right and interests owned by Seller and related thereto.
2. The purchase price will be adjusted up or down at the rate of
85 cents per mcf to the extent that the well's gas balancing,
position, as of the effective date, is determined to be less
than or more than the amount set forth on Exhibit A. This price
adjustment will be made at a post closing, settlement to be
made on March 15, 1999.
3. Buyer will be entitled to all revenues attributable to
production from the Properties on or after October 1, 1998
(the "Effective Date"). Sellers will be responsible for all
lease operating, drilling, royalty and other expenses
attributable to the Properties and incurred prior to the
Effective Date, and Buyer will be responsible for all such
expenses incurred after that date.
4. The parties will use their best efforts to close this transaction
oil or before November 13, 1998.
5. Buyer and Sellers will not enter into a formal Purchase and
Sale Agreement, but the form of assignment must be acceptable
to all parties.
6. This offer is open for acceptance by Sellers until 5:00 p.m., CST,
November 4, 1998.
If the foregoing meets with your approval, please sign and return
one copy of this Letter Agreement. Thank you for considering this
offer.
Sincerely,
ANADARKO MINERALS, INC.
c/William E. Dutcher
William E. Dutcher
President
Agreed to and accepted this 3rd day of November, 1998
Amber Resources Company
s/Roger A. Parker
Name: Roger A. Parker
Title: President
Delta Petroleum Corporation
s/Roger A. Parker
Name: Roger A. Parker
Title: President
