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 1, 1995
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 1, 1995 the Company entered into an agreement
dated October 31, 1995 ("Agreement") with Melange Associates,
Inc., Nautilus Oil and Gas Company and Thorofare Resources,
Inc. (collectively "Sellers") to acquire an interest in oil
and gas leases covering 28,981 gross (8,695 net) acres in the
Wind River Basin of Central Wyoming. The acquisition includes
six shut-in gas wells, two of which the Company intends to
attempt to recomplete in additional potentially productive
zones. Under the terms of the agreement, the Company
exchanged an interest in one of its wells in the Denver-
Julesburg Basin of Colorado along with 4,500 shares of the
Company's restricted common stock for the properties. The
Sellers retained overriding royalty and net profits interests
in the wells, acreage and contract area of mutual interest and
a $0.05 per MCF fee on gas produced and sold through the gas
gathering system. The Company retained an option to
repurchase the interest transferred in the Denver-Julesburg
Basin well for $140,000 (less production revenues to the
Sellers) until October 1, 1996. A copy of the Agreement is
attached hereto as Exhibit 99.1.
B. On September 5, 1995, the Company completed a transaction
with Sunnyside Production Company, LLC, ("SPC"), wherein the
Company acquired certain leases in Jackson County, Colorado
totalling approximately 3,600 net acres (10,108.41 gross)
acres in exchange for 26,627 shares of the Company's
restricted common stock. SPC reserved overriding royalty
interests in the leases ranging from 1% to 5% Burdette A.
Ogle, a 21.44% beneficial shareholder of the Company, is an
affiliate owner of SPC. Copies of the letters constituting
the agreement are attached hereto as Exhibit 99.2
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
99.1 Agreement dated October 31, 1995 between Delta, Melange
Associates, Inc., Nautilus Oil and Gas Company and Thorofare
Resources, Inc.
99.2 Agreement between Delta and Sunnyside Production Company, LLC.
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: November 1, 1995 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 Agreement dated October 31, 1995 between Delta, Melange
Associates, Inc., Nautilus Oil and Gas Company and Thorofare
Resources, Inc.
99.2 Agreement between Delta and Sunnyside Production Company, LLC.
October 31, 1995
Nautilus Oil and Gas Company
Mr. Joe Pope
600 17th Street, Suite 741S
Denver, Colorado 80202
RE: Proposal to Purchase Your Interest
in the Moneta Hills Project
Fremont and Natrona Counties, Wyoming
Dear Mr. Pope:
Upon acceptance by you this letter will confirm our mutual
intent to enter into an agreement whereby Melange Associates, Inc.,
Nautilus Oil and Gas Company and Thorofare Resources, Inc.
(collectively "Seller") will agree to sell to Delta Petroleum
Corporation ("Delta") and Delta will agree to purchase from Seller
all of the Seller's right, title and interest in various oil and
gas properties described as all the real and personal property of
any kind and nature on, in, under or appurtenant to the Moneta
Hills Unit Area and any oil or gas wells located thereon, including
without limitation, the leases and interest described on the Moneta
Hills Unit Area Lease Schedule, the Bridger Mountain Gas Gathering
System, all leasehold and unit equipment, any easements and unit
equipment, any easements or rights of way, and any executory or
contractual rights or interest, corporeal or incorporeal, relating
thereto, free and clear of any liens or encumbrances of any kind
and without any additional royalty or overriding royalty,
production payments, net profits interests or other burdens,
similar or dissimilar, not of record prior to October 1, 1994 (all
of the foregoing to the extent of the percentage interests of
Seller therein being herein collectively called "Properties").
1. Delta will exchange a 30.5% working interest (21.96% net
revenue interest) in the Sawyer-Gulliksen #32-3 well located in the
NESW Section 32, T1N, R65W Weld County, Colorado and 4,500 shares
of restricted and legended Delta common stock as consideration for
the properties. However Delta may, at its sole discretion,
repurchase the interest being transferred in the Sawyer-Gulliksen
#32-3 for $140,000 (less net production revenues received from this
well by Melange Associates or its assigns) at any time between the
date of acceptance of this letter agreement and October 1, 1996.
Delta also agrees to assign to Seller a 10% net profits interest in
the RCU #1-31 and RCU #1-35 wells, Fremont County, Wyoming. In
addition, Delta agrees to assign to Seller a 5% net profits
interest in the balance of the undrilled acreage on a well by well
basis proportionately reduced to Delta's working interest. The
above mentioned net profits interests shall bear any net profits
obligated to third parties, including but not limited to Chaparral
Resources, Inc. ("Chaparral") and will extend to any additional
interests acquired by Delta in the contract area and any new
leases, renewals or extensions obtained by Delta in the contract
area.
Further, Delta will agree to pay a $0.05 per MCF fee on gas
transported through the Bridger Mountain Gas Gathering System and
any extension or addition thereto. This consideration shall be
subject to equitable adjustment in the event of title failure,
encumbrance or other circumstance which reduces the leasehold or
net revenue interest in and to any of the Properties.
2. The consummation of this transaction shall take place at
the closing, with the date (the "Closing Date"), and time of such
closing to be mutually agreed to by the parties hereto, subject to
Paragraph 4 hereof.
3. Irrespective of the actual Closing Date, the effective
date of the sale for transfer of title to Seller's interests in the
Properties shall be as of 12:01 a.m. October 1, 1995.
4. It is the intention of the parties that this transaction
be consummated within 30 days following Delta's investigation of
title but no later than December 31, 1995.
5. It is a condition precedent to closing that:
a. All necessary parties shall execute a mutually
acceptable definitive Purchase and Sale Agreement
which shall contain the usual terms and provisions
for the purchase and sale of oil and gas producing
properties, including but not limited to, providing
access to all lease records and related agreements,
including all prior agreements in your files such
as that certain farmout agreement between
Chaparral, et al, and Wagnor and Brown and the
Moneta Hills Unit and unit operating agreements,
your delivery of conveyancing instruments
containing special warranties, and representations
by each of us which are usual and customary to the
industry;
b. There shall occur no adverse material change to the
Properties or your interest therein prior to the
closing;
c. Delta shall inspect and be satisfied with the
condition and deliverability of the wells and
associated equipment; and
d. You will accept this letter of intent in writing
not later than 5:00 p.m. November 3, 1995.
6. Subject to the terms hereof, the parties agree to keep
all matters concerning the parties hereto confidential during the
course of the negotiations, and thereafter, to return all documents
of one party to the other in the event transactions contemplated
hereunder do not close. It is provided, however, that nothing shall
prevent the parties from fulfilling their reporting requirements
under the Securities and Exchange Act of 1934.
Please indicate below if the foregoing correctly sets forth
the understanding between us, which understanding is subject in all
respects, to the execution and delivery of any agreements and the
closing of all transactions thereunder. This letter is not a
binding legal obligation, but only represents the present intention
of the parties and shall not create any rights or obligations of
the parties hereto, except with regard to matters set forth in
Paragraph 6 hereinabove.
Very truly yours,
DELTA PETROLEUM CORPORATION
/s/Roger A. Parker
Roger A. Parker
President
RAP:ss
AGREED AND ACCEPTED AS OF THE 31st DAY OF OCTOBER, 1995, by the
undersigned:
SELLER:
MELANGE ASSOCIATES, INC.
BY: /s/Gary Stewart
Authorized Officer-President
NAUTILUS OIL AND GAS COMPANY
BY: /s/Joe Pope
Authorized Officer
THOROFARE RESOURCES, INC.
BY: /s/Timothy E. Macke
Authorized Officer
August 31, 1995
Mr. Roger Parker
Delta Petroleum Corporation
555 17th Street
Suite 3310
Denver, Colorado 80202
RE: Coalmont prospect Jackson County, Colorado
Dear Roger:
Reference is made to our Letter Agreement dated May 15, 1995
concerning your acquisition from Sunnyside Production Company of
our interest in the Coalmont Prospect.
Pursuant to our conversation, Paragraph 1. of said agreement
shall be changed to read:
1. Delta will exchange 26,627 shares if its restricted common
stock as consideration for the fee leases listed on Exhibit
"A" attached hereto and made a part hereof, containing 3600
net mineral acres.
All other terms of said Letter Agreement shall remain unchanged.
If the above properly sets forth our agreement, please so
indicate by signing in the space below and return one copy of
this letter to this office.
Yours very truly,
Sunnyside Production Company
by: /s/Charles A. Shear
Charles A. Shear, Manager
Agreed to and accepted this 5th day of September, 1995
Delta Petroleum Corporation
By: /s/Roger A. Parker
Roger A. Parker, President
May 15, 1995
Mr. Roger Parker
Delta Petroleum Corporation
555 17th Street
Suite 3310
Denver, Colorado 80202
RE: Coalmont Prospect
Jackson County, Colorado
Dear Roger:
This letter agreement is written to confirm the verbal agreement
reached during our meeting of May 10, 1995 whereby Delta
Petroleum Corporation (Delta) agreed to acquire the interest of
Sunnyside Production Company (Sunnyside) in the Coalmont
Prospect.
The terms and conditions agreed to are as follows:
1. Delta will exchange 18,947 shares of its restricted common
stock as consideration for the fee leases listed on Exhibit "A"
attached hereto and made a part hereof, containing 3600 net
mineral acres.
2. Delta agrees to renew the above fee leases in June, 1995 on
the basis of $6.00 per net mineral acre for 5 year paid-up leases
for a total out of pocket cash of $21,600.00. (Sunnyside has the
right to renew these leases.)
3. Sunnyside owns 3,016.64 acres of federal leases that expire
2/l/96 which Sunnyside is contributing at no cost to Delta, but
we would retain the 5% of 8/8 overriding Royalty Interest. If
these leases are reacquired they would fall under the terms of
the Area Of Mutual Interest as to the Overriding Royalty
Interest.
4. Sunnyside to reserve a 5% of 8/8ths Overriding Royalty
Interest on all leases except State of Colorado lease #72/2296-S
in which Sunnyside will retain the existing 1% of 8/8ths
overriding royalty interest. In addition, Sunnyside will be
entitled to a 5% of 8/8 Overriding Royalty Interest on any leases
acquired by Delta within the Area of Mutual Interest as described
in Exhibit "B" attached hereto and made a part hereof. Said Area
of Mutual Interest and the overriding Royalty Interest obligation
to expire 5 (Five) years from the date of this agreement.
5. At the request of Delta, Sunnyside would be willing to assist
on a consulting basis in the future development and marketing of
the prospect.
If the above properly sets forth our agreement, please so
indicate by signing in the space below and return one copy of
this letter to our office.
Yours very truly
Sunnyside Production Company
by /s/Charles A. Shear
Charles A. Shear, Manager
Agreed to and accepted this 30th day of May, 1995
by /s/Roger A. Parker
Roger A. Parker, President
EXHIBIT "A"
Attached to and made a part of that certain Coalmont Prospect
Letter Agreement dated May 15, 1995 between Sunnyside Production
Company, LLC and Delta Petroleum Corporation, Jackson County,
Colorado.
1. Lease Number: C0024-F-0002-00
Lessor: David E. Meyring, a single man
Lessee: Burdette A. Ogle
Lease Date: July 6, 1990
Recording: Book 166; Page 919
Description: Township 6 North, Range 80 West
Section 7: SW1/4 SE1/4, SE1/4SW1/4
Section 18: Lots 1,2,3,4, E1/2NW1/4,
NW1/4NE1/4, SE1/4SW1/4, SE1/4
Section 19: NW1/4NE1/4
Township 6 North, Range 81 West
Section8: SW1/4SW1/4
Section 10: S1/2SE1/4, SE1/4SW1/4
Section 12: NW1/4SE1/4, NE1/4SW1/4, S1/4SW1/4
Section 13:W1/2W1/2, SE1/4NW1/4, NE1/4SW1/4,
E1/2NE1/4, SW1/4NE1/4, SE1/4
Section 14:E1/2, N1/2NW1/4, SE1/4SW1/4
Section 15:N1/2NE1/4, E1/2NW1/4
Section 17: NW14NW1/4, S1/2NW1/4, NW1/4SW1/4
Section 18: E1/2NE1/4, NE1/4SE1/4
Gross Acres: 2314.30
2. Lease Number: C0024-F-0003-00
Lessor: Dorothy V. Trownsell, a widow
Lessee: Charles A. Shear
Lease Date: July 31, 1990
Recording: Book 167; Page 173
Description: Township 6 North, Range 81 West
Section 12: NW1/4SE1/4
Section 13: SW1/4NE1/4
Township 7 North, Range 80 West
Section 8: NW1/4NW1/4
Gross Acres: 120.00
3. Lease Number: C0024-F-0004-00
Lessor: Pole Mountain Partnership
Lessee: Burdette A. Ogle
Lease Date: July 5, 1990
Recording: Book 166; Page 913
Description: Township 7 North, Range 81 West
Section 21: SE1/4, S1/2NE1/4
Section 22: W1/2SW1/4, SE1/4, E1/2SW1/4
Section 27: NE1/4NW1/4, NW1/4NE1/4,
S1/2NE1/4, N1/2SE1/4
Gross Acres: 800.00
4. Lease Number: C0024-F-0005-00
Lessor: Charles M. Fuller & Barbara M. Fuller,
husband & wife
Lessee: Burdette A. Ogle
Lease Date: July 5, 1990
Recording: Book 166; Page 916
Description: Township 6 North, Range 80 West
Section 6: Lot 7
Township 7 North, Range 80 West
Section 31: Lot 4, SE1/4SW1/4
Township 6 North, Range 81 West
Section 1: SE1/4SE1/4
Section 2: Lots 1,2,SW1/4NE1/4, W1/2SE1/4
Section 12: N1/2NE1/4, SW1/4NE1/4,
E1/2NW1/4, SW1/4NW1/4, NW1/4SW1/4
Township 7 North, Range 81 West
Section 26: SW1/4SW1/4
Section 27: SE1/4SE1/4
Section 34: NE1/4NE1/4
Section 35: NW1/4NW1/4
Gross Acres: 794.01
5. Lease Number: C0024-F-0005-01
Lessor: Buell E. Fuller, Jr.
Lessee: Burdette A. Ogle
Lease Date: July 5, 1990
Recording: Book 166; Page 925
Description: Township 6 North, Range 80 West
Section 6: Lot 7
Township 7 North, Range 80 West
Section 31: Lot 4, SE1/4SW1/4
Township 6 North, Range 81 West
Section 1: SE1/4SE1/4
Section 2: Lots 1,2, SW1/4NE1/4, W1/2SE1/4
Section 12: N1/2NE1/4, SW1/4NE1/4,
E1/2NW1/4, SW1/4NW1/4,
NW1/4SW1/4
Township 7 North, Range 81 West
Section 26: SW1/4SW1/4
Section 27: SE1/4SE1/4
Section 34: NE1/4NE1/4
Section 35: NW1/4NW1/4
Gross Acres: 794.01
6. Lease Number: C0024-F-0007-00
Lessor: Gordon E. Turpen, a married man dealing with his
sole & separate property
Lessee: Charles A. Shear
Lease Date: August 24, 1990
Recording: Book 167; Page 251
Description: Township 7 North, Range 81 West
Section 20: SE1/4SW1/4, S1/4SE1/4
Section 21: S1/2NW1/4, N1/2SW1/4, SW1/4SW1/4
Section 29: NE1/4, NE1/4NW1/4,
N1/2SE1/4, SE1/4SW1/4
Section 32: NE1/4NW1/4
Gross Acres: 680.00
7. Lease Number: C0024-F-0014-00
Lessor: Mary Margaret Schaub & Edward Schaub, wife husband
Lessee: Charles A. Shear
Lease Date: September 21, 1990
Recording: Book 167; Page 265
Description: Township 7 North, Range 81 West
Section 30: Lots 1,2,3, SE1/4NW1/4
Gross Acres: 145.69
8. Lease Number: C0024-F-0014-01
Lessor: Donna Kaiser & James Kaiser, wife & husband
Lessee: Charles A. Shear
Lease Date: September 21, 1990
Recording: Book 167; Page 262
Description: Township 7 North, Range 81 West
Section 30: Lots 1,2,3, SE1/4NW1/4
Gross Acres: 145.69
9. Lease Number: C0024-F-0014-02
Lessor: William Turpen & Marian Turpen, husband & wife
Lessee: Charles A. Shear
Lease Date: September 21, 1990
Recording: Book 167; Page 274
Description: Township 7 North, Range 81 West
Section 30: Lots 1, 2, 3, SE1/4NW1/4
Gross Acres: 145.69
10. Lease Number: C0024-F-0021-00
Lessor: Buell E. Fuller, Jr.
Lessee: Charles A. Shear
Lease Date: February 12, 1991
Effective: July 12, 1993
Recording: Book 167; Page 994
Description: Township 6 North, Range 80 West
Section 6: Lots 4,5,6, SE1/4NW1/4, NE1/4SW1/4
Township 6 North, Range 81 West
Section 1: Lots 1, 2, & 3
Gross Acres: 312.38
11. Lease Number: C0024-P-0022-00
Lessor: State of Colorado #72/2296-S
Lessee: Trend Exploration, Ltd.
Lease Date: March 15, 1975
Recording: Book 100; Page 492
Description: Township 7 North, Range 81 West
Section 36: All
Gross Acres: 640.00
12. Lease Number: C0024-P-0015-00
Lessor: COC-51938
Lessee: Charles A. Shear
Lease Date: February 1, 1991
Recording:
Description: Township 6 North, Range 81 West
Section 3: SW1/4SE1/4
Section 3: Lot 5, 6
Section 4: SE1/4NE1/4
Section 4: Lot 5
Section 6: S1/2NE1/4, SE1/4
Section 6: Lots 1, 2
Gross Acres: 536.64
13. Lease Number: C0024-P-0016-00
Lessor: COC-51939
Lessee: Charles A. Shear
Lease Date: February 1, 1991
Recording:
Description: Township 6 North, Range 81 W
Section 9: N1/2, SE1/4
Section 10: N1/2, N1/2S1/2, SW1/4SW1/4,
Section 11: W1/2, NW1/4SE1/4, S1/2SE1/4
Gross Acres: 1,440.00
14. Lease Number: C0024-P-0017-00
Lessor: COC-51940
Lessee: Charles A. Shear
Lease Date: February 1, 1991
Recording:
Description: Township 6 North Range 81 West
Section 14: SW1/2NW1/4
Section 15: S1/2NE1/4, W1/2W1/2,
NE1/4SW1/4, N1/2SE1/4
Gross Acres: 440.00
15. Lease Number: C0024-P-0018-00
Lessor: COC-51944
Lessee: Charles A. Shear
Lease Date: February 1, 1991
Recording:
Description: Township 7 North, Range 81 West
Section 3: SW1/4SW1/4
Section 4: SE1/4SE1/4
Section 9: E1/2NE1/4
Section 10: NW1/4NW1/4
Section 31: E1/2
Section 33: N1/2SW1/4, SE1/4
Section 35: SE1/4NE1/4
Gross Acres: 800.00
