PROSPECTUS
Kestrel Energy, Inc.
374,000 Shares
Common Stock
____________________
This prospectus relates to the public offering, which is not being
underwritten, of 374,000 shares of our common stock, which is held by some
of our current stockholders.
The prices at which these selling shareholders may sell their shares
will be determined by the prevailing market price for the shares or in
negotiated transactions. We will not receive any of the proceeds from the
sale of the shares.
Our common stock is traded on the Nasdaq SmallCap Market under the
symbol "KEST." On September 15, 2000, the last reported sale price of the
common stock was $2.75 per share.
INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD
CAREFULLY CONSIDER THE RISK FACTORS BEGINNING ON PAGE 3.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED
IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
KESTREL ENERGY, INC.
999 18th Street, Suite 2490
Denver, Colorado 80202
(303) 295-0344
The date of this Prospectus is September 18, 2000.
The information in this prospectus is not complete and may change.
We may not sell these securities until the registration statement filed
with the Securities and Exchange Commission is effective. This prospectus
is not an offer to sell these securities and is not soliciting an offer to
buy these securities in any state where the offer or sale is not
permitted.
[INSIDE FRONT COVER]
Table of Contents
Risk Factors 3
Forward-Looking Statements 6
Where You Can Find More Information 7
Our Business 8
Recent Developments 8
Use of Proceeds 8
Selling Shareholders 9
Plan of Distribution 10
Experts 11
Legal Matters 11
You should rely only on the information contained in this prospectus.
We have not authorized anyone to provide you with information different
from that contained in this prospectus. The selling shareholders are
offering to sell, and seeking offers to buy, shares of common stock only
in jurisdictions where offers and sales are permitted. The information
contained in this prospectus is accurate only as of the date of this
prospectus, regardless of the time of delivery of this prospectus or of
any sale of common stock.
RISK FACTORS
WE MUST CONTINUE TO EXPAND OUR OPERATIONS
Our long term success is ultimately dependent on our ability to
expand our revenue base through the acquisition of producing properties
and, to a much greater extent, by successful results in our exploration
efforts. We have recently made significant investments in exploration
properties in the Western Green River Basin in Wyoming. There is no
assurance that these acquisitions or other acquisitions will be as
successful as projected. All of our exploration projects are subject to
failure and the loss of our investment.
PRICES OF OIL AND NATURAL GAS FLUCTUATE WIDELY BASED ON MARKET CONDITIONS
AND ANY DECLINE WILL ADVERSELY AFFECT OUR FINANCIAL CONDITION
Our revenues, operating results, cash flow and future rate of growth
are very dependent upon prevailing prices for oil and gas. For the fiscal
year ended June 30, 1999, approximately 82% of our revenue was from the
sale of oil and gas. Historically, oil and gas prices and markets have
been volatile and not predictable, and they are likely to continue to be
volatile in the future. Prices for oil and gas are subject to wide
fluctuations in response to relatively minor changes in the supply of and
demand for oil and gas, market uncertainty and a variety of additional
factors that are beyond our control, including:
o political conditions in the Middle East;
o the supply and price of foreign oil and gas;
o the level of consumer product demand;
o the price and availability of alternative fuels;
o the effect of federal and state regulation of production and
transportation; and
o the proximity of our natural gas to pipelines and their
capacity.
WE MUST REPLACE THE RESERVES WE PRODUCE
A substantial portion of our oil and gas properties contain proved
undeveloped reserves and probable reserves. Successful development and
production of those reserves cannot be assured. Additional drilling will
be necessary in future years both to maintain production levels and to
define the extent and recoverability of existing reserves. There is no
assurance that our present oil and gas wells will continue to produce at
current or anticipated rates of production, that development drilling will
be successful, that production of oil and gas will commence when expected,
that there will be favorable markets for oil and gas which may be produced
in the future or that production rates achieved in early periods can be
maintained.
THERE ARE MANY RISKS IN DRILLING OIL AND GAS WELLS
The cost of drilling, completing and operating wells is often
uncertain. Moreover, drilling may be curtailed, delayed or canceled as a
result of many factors, including title problems, weather conditions,
shortages of or delays in delivery of equipment, as well as the financial
instability of well operators, major working interest owners and well
servicing companies. Our gas wells may be shut-in for lack of a market
until a gas pipeline or gathering system with available capacity is
extended into our area. Our oil wells may have production curtailed until
production facilities and delivery arrangements are acquired or developed
for them.
WE FACE INTENSE COMPETITION
The oil and natural gas industry is highly competitive. We compete
with others for property acquisitions and for opportunities to explore or
to develop and produce oil and natural gas. We have previously formed
acquisition joint ventures with several other companies, including
Victoria Petroleum N.L. and other affiliates, which have allowed us more
access to acquisition candidates and to share the evaluation costs with
them. We face strong competition from many companies and individuals with
greater capital, financial resources and larger technical staffs. We
also face strong competition in procuring services from a limited pool of
laborers, drilling service contractors and equipment vendors.
THE AMOUNT OF INSURANCE WE CARRY MAY NOT BE SUFFICIENT TO PROTECT US
We, our partners, co-venturers and well operators maintain general
liability insurance but it may not cover all future claims. If a large
claim is successfully asserted against us, we might not be covered by
insurance, or it might be covered but cause us to pay much higher
insurance premiums or a large deductible or co-payment. Furthermore,
regardless of the outcome, litigation involving our operations, or even
insurance companies disputing coverage could divert management's
attentions and energies away from operations. The nature of the oil and
gas business involves a variety of operating hazards such as fires,
explosions, cratering, blow-outs, adverse weather conditions, pollution
and environmental risks, encountering formations with abnormal pressures,
and, in horizontal wellbores, the increased risk of mechanical failure and
collapsed holes, the occurrence of any of which could result in
substantial losses to us.
OUR SUCCESS MAY BE DEPENDENT ON OUR ABILITY TO RETAIN TIM HOOPS, JOHN
KOPCHEFF, BOB PETT AND IRA PASTERNACK AS KEY PERSONNEL
We believe that the oil and gas exploration and development and
related management experience of our key personnel is important to our
success. The active participation in Kestrel of Timothy L. Hoops, our
president, John T. Kopcheff, vice president of International, Robert J.
Pett, our chairman, and Ira Pasternack, vice president of Exploration, is
a necessity for our continued operations. We do not have any employment
contracts with these individuals and we do not have key person life
insurance on their lives. We compete with bigger and better financed oil
and gas exploration companies for these individuals. Our future success
may depend on whether we can attract, retain and motivate highly qualified
personnel. We can't assure you that we will be able to do so.
OUR RESERVES ARE UNCERTAIN
Estimating our proved reserves involves many uncertainties, including
factors beyond our control. Our annual report on Form 10-K for fiscal
year 1999 contained estimates of our oil and natural gas reserves and the
future cash flow to be realized from those reserves for fiscal years 1999,
1998 and 1997, as prepared by independent petroleum engineers. There are
uncertainties inherent in estimating quantities of proved oil and natural
gas reserves since petroleum engineering is not an exact science.
Estimates of commercially recoverable oil and gas reserves and of the
future net cash flows from them are based upon a number of variable
factors and assumptions including:
o historical production from the properties compared with
production from other producing properties;
o the effects of regulation by governmental agencies;
future oil and gas prices; and
o future operating costs, severance and excise taxes,
abandonment costs, development costs and workover and remedial
costs.
GOVERNMENTAL REGULATION, ENVIRONMENTAL RISKS AND TAXES COULD ADVERSELY
AFFECT OUR OIL AND GAS OPERATIONS IN THE UNITED STATES
Our oil and natural gas operations in the United States are subject
to regulation by federal and state government, including environmental
laws. To date, we have not had to expend significant resources in order
to satisfy environmental laws and regulations presently in effect.
However, compliance costs under any new laws and regulations that might be
enacted could adversely affect our business and increase the costs of
planning, designing, drilling, installing, operating and abandoning our
oil and gas wells and other facilities. Additional matters that are, or
have been from time to time, subject to governmental regulation include
land tenure, royalties, production rates, spacing, completion procedures,
water injections, utilization, the maximum price at which products could
be sold, energy taxes and the discharge of materials into the environment.
THE SALE OF THE SHARES BY THE SELLING SHAREHOLDERS COULD HAVE AN ADVERSE
IMPACT ON OUR STOCK
Our stock is traded on the Nasdaq SmallCap Market and there has
historically been a relatively low volume of trading in the shares.
Consequently, the price at which the shares trade may be highly volatile.
The selling shareholders are not restricted as to the price or prices at
which they may sell their shares. Sales of their shares at less than the
market prices may depress the market price of our stock. Moreover, the
selling shareholders are not restricted as to the number of shares which
may be sold at any one time, and it is possible that a significant number
of shares could be sold at the same time which may depress the market
price of our stock. The shares being offered by the selling shareholders
represent approximately 4.9% of our current outstanding shares. In
addition, although our stock is currently traded on the Nasdaq SmallCap
Market, there is no assurance that it will remain eligible to be included
on Nasdaq.
FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements. We use words
such as "anticipate", "believe", "expect", "future", "may", "will",
"should", "plan", "intend", and similar expressions to identify forward-
looking statements. These statements are based on our beliefs and the
assurances we made using information currently available to us. Because
these statements reflect our current views concerning future events, these
statements involve risks, uncertainties and assumptions. Our actual
results could differ materially from the results discussed in the forward-
looking statements. Some, but not all, of the factors that may cause
these differences include those discussed in the risk factors in this
prospectus. You should not place undue reliance on these forward-looking
statements. You should also remember that these statements are made only
as of the date of this prospectus and future events may cause them to be
less likely to prove to be true.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly, special reports, proxy statements, and
other information with the Securities and Exchange Commission. You can
read and copy any document filed by us at the SEC's Public Reference Room,
450 Fifth Street N.W., Washington, D.C. 20549. You may request copies of
these documents, upon payment of a duplicating fee, by writing the SEC at
the address in the previous sentence. Please call the SEC at 1-800-SEC-
0330 for further information on the operation of its Public Reference
Room. Our SEC filings are also available on the SEC's website at
http://www.sec.gov.
The SEC allows us to "incorporate by reference" information from
other documents that we file with it, which means that we can disclose
important information by referring you to those documents. The
information incorporated by reference is an important part of this
prospectus, and information that we file later with the SEC will
automatically update and supersede this information. We incorporate by
reference the following documents:
o our Annual Report on Form 10-K for the year ended June 30,
1999;
o our Quarterly Reports on Form 10-Q for the quarters ended
September 30, 1999, December 31, 1999, and March 31, 2000;
o the description of our securities contained in our
registration statement on Form 8-A, File No. 0-9261, filed on
May 2, 1980 pursuant to Section 12(g) of the Securities Exchange
Act of 1934, and as amended by our Form S-3, File No. 33-89716,
declared effective on May 12, 1995;
o the description of our warrants contained in our
registration statement on Form 8-A, File No. 0-09261, filed on
January 20, 2000 pursuant to Section 12(g) of the Securities
Exchange Act of 1934, and
o all documents and reports subsequently filed with the
Commission by us pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Exchange Act after the date of this prospectus and prior
to the termination of this offering of common stock.
You may request a copy of any of these documents, except exhibits to
the documents, unless they are specifically incorporated by reference, at
no cost by telephoning us (303) 295-0344 or writing us at the following
address: Mark A. Boatright, Kestrel Energy, Inc., 999 18th Street, Suite
2490, Denver, Colorado 80202.
You should rely only on the information contained in this document or
that we have referred you to. We have not authorized anyone else to
provide you with different information.
OUR BUSINESS
Our principal business is exploration for oil and gas reserves in the
United States and surrounding areas. In addition, we own working
interests, which are expense bearing interests, in proved developed
producing and proved undeveloped oil and gas leases that are not operated
by us, in several areas in the United States. We also own some royalty
interests, which are expense-free interests in properties which are
operated by others, in oil and gas leases across the country. Proved
developed reserves are oil and gas reserves which can be expected to be
recovered through existing wells with existing equipment and operating
methods. Proved undeveloped reserves are oil and gas reserves which can
be expected to be recovered from new wells on undrilled acreage or from
existing wells where a relatively major expenditure is required for
recompletion. Normally we use existing working capital and cash flow for
the development of our exploration and development properties. However,
we have in the past obtained debt and equity financing to fund our
development efforts and expect to do so again in the future.
We presently own oil and gas interests in the states of Colorado,
Louisiana, New Mexico, Oklahoma, South Dakota, Texas and Wyoming.
We were incorporated in Colorado on November 1, 1978 as Tanner Pruitt
Exploration, Inc. In March 1995, we changed our name to Kestrel Energy,
Inc. Our offices are located at 999 18th Street, Suite 2490, Denver,
Colorado 80202, and our telephone number is (303) 295-0344.
RECENT DEVELOPMENTS
On May 5, 2000, we sold six international permits for petroleum
drilling representing all of our foreign operations in Western Australia
and New Guinea to Victoria Petroleum USA, Inc., a wholly owned subsidiary
of Victoria Petroleum N.L., in exchange for 8,250,000 shares of Victoria
Petroleum N.L. common stock. On the same date, we, our wholly owned
subsidiary, Kestrel Energy California, Inc., Victoria Petroleum N.L., and
Victoria Petroleum USA entered into an Agreement and Plan of Merger.
Pursuant to the Merger Agreement, on May 12, 2000, we as sole shareholder
of Kestrel Energy California, acquired 66,750,000 shares of Victoria
Petroleum N.L. common stock and Victoria Petroleum USA acquired all of the
issued and outstanding shares of Kestrel Energy California.
On February 21, 2000, we entered into a $2,000,000 Line of Credit
agreement with Norwest Banks Colorado, N.A., which provides us with a
current borrowing base of $600,000 with interest at Norwest's prime rate
plus 2.5%. The note is due October 31, 2001, and is secured by Deeds of
Trust on various of our oil and gas producing properties.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the common stock
offered by the selling shareholders pursuant to this prospectus.
SELLING SHAREHOLDERS
The following table sets forth certain information with respect to
the beneficial ownership of shares of our common stock by the selling
shareholders as of the date of this prospectus and the number of shares
which may be offered pursuant to this prospectus for the account of each
of the selling shareholders or their transferees from time to time. None
of the selling shareholders has had a material relationship with us within
the past three years other than as a result of the ownership of the shares
or other securities.
The shares being offered hereby by the selling shareholders were
purchased in a private placement of our securities pursuant to a Private
Placement Memorandum dated March 28, 2000, under Regulation S to non-U.S.
residents of Canada, Europe and Australia, all of which were accredited
investors as that term is defined in Rule 501(a) of the Act. We agreed to
file this registration statement for the resale of the shares purchased in
the Regulation S offering and to bear all out-of-pocket expenses of this
offering, other than underwriting discounts and selling commissions. The
selling shareholders may sell none, some, or all of the common stock
offered by them as listed below.
The table assumes that each selling shareholder will sell all shares
of common stock offered pursuant to this prospectus, but not any other
shares of common stock beneficially owned by such shareholder.
<TABLE>
<CAPTION>
Maximum
Shares Shares Shares Owned
Owned To Be Sold After Offering
Prior To In The ---------------
Name Offering Offering Number Percentage
----- -------- --------- ------- ----------
<S> <C> <C> <C> <C>
Nominees (Jersey)
Limited 25,000 25,000 -0- 0
Philomena Pty
Ltd. 28,250 20,000 7,500 <1%
Dianne Kathleen
Hall 10,000 10,000 -0- 0
Exchange Nominees
Pty Ltd. 168,890 50,000 108,080 1.4%
Areley Kings
Pty Ltd. 3,000 3,000 -0- 0
Warren Gilman 6,000 6,000 0 0
Europo Investment
Services Ltd. 10,500 10,000 5,000 <1%
Barry Davies 3,000 3,000 -0- 0
National Nominees
Limited 40,000 40,000 -0- 0
VLH Pty Ltd. 17,500 12,000 5,000 <1%
Hydra Energy
Services Pty Ltd. 24,000 13,000 10,000 <1%
Toaltec Holdings
Pty Ltd. 6,000 6,000 -0- 0
David John Reed 6,000 6,000 -0- 0
Raymond G. Barnes 26,000 15,000 10,000 <1%
Lippo Securities
Limited 54,000 10,000 40,000 <1%
Ellison
Development Inc. 35,000 35,000 -0- 0
Cornwall Holdings
Pty Ltd. 90,000 35,000 50,000 1.2%
Shertim Pty
Ltd. 42,460 20,000 20,420 <1%
Maryanne
Louisa Young 5,000 5,000 -0- 0
Corom Pty Ltd. 50,000 50,000 -0- 0
</TABLE>
o In the preceding table, the shares owned by some of the
selling shareholders include warrants to purchase the following
shares which are acquirable within 60 days of this prospectus:
Philomena Pty Ltd. 750, Exchange Nominees Pty Ltd. 10,810,
Europa Investment Services Ltd. 500, VLH Pty Ltd. 500, Hydra
Energy Services Pty Ltd. 1,000, Raymond G. Barnes 1,000, Lippo
Securities Limited 4,000, Cornwall Holdings Pty Ltd. 5,000, and
Shertim Pty Ltd. 2,040.
PLAN OF DISTRIBUTION
The shares of common stock offered hereby may be sold by the selling
shareholders or by their respective pledgees, donees, transferees or other
successors in interest. Such sales may be made at fixed prices that may
be changed, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices, or at negotiated prices. The
securities may be sold by one or more of the following:
? one or more block trades in which a broker or dealer so engaged will
attempt to sell all or a portion of the shares held by the selling
shareholders as agent but may position and resell a portion of the block
as principal to facilitate the transaction;
o purchase by a broker or dealer as principal and resale by
such broker or dealer as principal and resale by such broker or
dealer for its account pursuant to this prospectus;
o ordinary brokerage transactions and transactions in which
the broker solicits purchasers; and
o privately negotiated transactions between the selling
shareholders and purchasers without a broker-dealer.
The selling shareholder may effect such transactions by selling the
shares to or through broker-dealers, and such broker-dealers will receive
compensation in negotiated amounts in the form of discounts, concessions,
commission or fees from the selling shareholders and/or the purchasers of
the shares for whom such broker-dealers may act as agent or to whom they
sell as principal, or both (which compensation to a particular broker-
dealer might be in excess of customary commissions). Such brokers or
dealers or other participating brokers or dealers and the selling
shareholders may be deemed to be "underwriters" within the meaning of the
Securities Act of 1933, in connection with such sales. Except for
customary selling commissions in ordinary transactions, any such
underwriter or agent will be identified, and any compensation paid to such
persons will be described, in a prospectus supplement. In addition, any
shares covered by this prospectus that qualify for sale pursuant to Rule
144 might be sold under Rule 144 rather than pursuant to this prospectus.
To comply with some states' securities laws, if applicable, the
shares may be offered or sold by the selling shareholders in such
jurisdictions only through registered or licensed brokers or dealers. In
addition, in some states the shares may not be offered or sold by the
selling shareholders unless they have been registered or qualified for
sale in such states or an exemption from registration or qualification is
available and is complied with.
EXPERTS
The consolidated financial statements of Kestrel Energy, Inc. as of
June 30, 1999 and 1998, and for each of the years in the three-year period
ended June 30, 1999, have been incorporated by reference herein and in the
registration statement in reliance upon the report of KPMG LLP,
independent certified public accountants, also incorporated by reference
herein, and upon the authority of said firm as experts in accounting and
auditing.
LEGAL MATTERS
The validity of the common stock offered by this prospectus will be
passed upon for us by Gorsuch Kirgis LLP, Denver, Colorado.
