CASTLE ENERGY CORP
NT 10-K, 1995-12-29
PETROLEUM REFINING
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                    U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
FORM 12B-25                                                    SEC FILE NUMBER
                                                                   0-10990

                          NOTIFICATION OF LATE FILING           CUSIP NUMBER
                                  (CHECK ONE)                      

     / X / Form 10-K   / / Form 11-K   / / Form 20-F   / / Form 10-Q
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                       For Period Ended September 30, 1995

             Read Instruction (on back page) Before Preparing Form.
                              Please Print or Type.

    Nothing in this Form Shall be construed to imply that the Commission has
                   verified any information contained herein.

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If the  notification  relates to a portion of the filing  checked above, 
identify the Item(s) to which the notification relates:________________________

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  Part I - Registrant Information
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  Full Name of Registrant                   Castle Energy Corporation
  Former Name if Applicable

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  Address of Principal Executive Office (Street and Number)
                                            One Radnor Corporate Center
                                            100 Matsonford Road, Suite 250

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  City, State and Zip Code
                                            Radnor, PA 19087

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  Part II - Rules 12b-25 (b) and (c)
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                  If the subject report could not be filed without  unreasonable
                  effort or expense and the registrant  seeks relief pursuant to
                  Rule 12b-25(b), the following should be completed.  (Check box
                  if appropriate).

                  (a)   The reasons  described in reasonable  detail in Part III
                        of  this   form   could   not  be   eliminated   without
                        unreasonable effort or expense;

   |X|            (b)   The subject  annual  report/portion  thereof will be
                        filed on or before the fifteenth  calendar day following
                        the  prescribed  due  date;  or  the  subject  quarterly
                        report/portion  thereof  will be filed on or before  the
                        fifth  calendar day following the  prescribed  due date;
                        and

                  (c)   The  accountant's  statement or other exhibit  required
                        by Rule 12b-25(c) has been attached if applicable.

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    Part III - Narrative
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                  State  below in  reasonable  detail the  reasons  why the Form
                  10-K,  11-K,  20-F or 10-Q, or portion  thereof,  could not be
                  filed within the prescribed time period.

                  During the fourth quarter of fiscal 1995, management continued
                  its efforts to dispose of the Company's  refining  assets.  On
                  September  29, 1995,  Powerine Oil Company sold  substantially
                  all of its assets to Kenyen  Projects  Ltd.  On  December  12,
                  1995, the  Registrant  completed the sale of the assets of the
                  Indian Refinery. As a result of these transactions, additional
                  data and  estimates  are required  related to accrued  closing
                  costs.  Completion  of these  estimates  has been  hampered by
                  management's   involvement  in  the  transactions  and  senior
                  management turnover related to the refining  operations.  As a
                  result,  the  Company  will be unable to file its Form 10-K by
                  December 29, 1995.

<PAGE>

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    Part IV - Other Information
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    (1) Name and telephone number of person to contact in regard to this 
        notification

        Richard E. Staedtler             610                      995-9400
        --------------------         -----------            ------------------
              (NAME)                 (AREA CODE)            (TELEPHONE NUMBER)
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    (2) Have all other periodic reports required (under
        Section 13 or 15(d) of the Securities Exchange Act
        of 1934) during the preceding 12 months (or for        |X| Yes   | | No
        such shorter period that the registrant was required
        to file such reports) been filed? If answer is no,
        identify report(s).
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    (3) Is it anticipated that any significant change in
        results of operations from the corresponding period
        for the last fiscal year will be reflected by the      |X| Yes   | | No
        earnings statements to be included in the subject
        report or portion thereof?

        If so, attach an explanation of the anticipated change, both narratively
        and  quantitatively,  and,  if  appropriate,  state  the  reasons  why a
        reasonable estimate of the results can not be made.

        As a result of the Company's decision to exit the refining business, the
        refining segment will be reported as discontinued operations. Net income
        for the  fiscal  year  ended  September  30,  1995  will be  reduced  to
        approximately $10 million  (unaudited) from $38.9 million for the fiscal
        year ended September 30, 1994.  This decrease is primarily  attributable
        to costs associated with the refining segment.
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                            Castle Energy Corporation
                  --------------------------------------------
                  (NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

               has caused this notification to be signed on its behalf by the 
               undersigned thereunto duly authorized.

               DATE     December 28, 1995        BY /s/ Richard E. Staedtler
                   ---------------------------     --------------------------
                                                    Chief Financial Officer

               INSTRUCTION:  The form may be signed by an  executive  officer of
               the  registrant or by any other duly  authorized  representative.
               The name and title of the person  signing the form shall be typed
               or printed  beneath the signature.  If the statement is signed on
               behalf of the registrant by an authorized  representative  (other
               than an  executive  officer),  evidence  of the  representative's
               authority to sign on behalf of the registrant shall be filed with
               the form.

_____________________________________ATTENTION_________________________________

         Intentional misstatements or omissions of fact constitute Federal 
         Criminal Violations (See 18 U.S.C. 1001).

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                              GENERAL INSTRUCTIONS

         1.    This Form is required by Rule 12b-25 (17 CFR  240.12b-25)  of the
               General Rules and Regulations  under the Securities  Exchange Act
               of 1934.

         2.    One signed  original and four  conformed  copies of this Form and
               amendments   thereto  must  be  completed   and  filed  with  the
               Securities and Exchange  Commission,  Washington,  D.C. 20549, in
               accordance  with Rule 0-3 of the  General  Rules and  Regulations
               under the Act.  The  information  contained  in or filed with the
               Form  will be made a matter of  public  record in the  Commission
               files.

         3.    A manually  signed copy of the form and amendments  thereto shall
               be filed  with each  national  securities  exchange  on which any
               class of securities of the registrant is registered.

         4.    Amendments to the notifications must also be filed on Form 12b-25
               but  need  not  restate   information  that  has  been  correctly
               furnished.  The Form  shall be clearly  identified  as an amended
               notification.


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