As Filed With the Securities and Exchange Commission
on April 29, 1999
Registration Statement No. 33-91452
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 9 TO FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
__________________________________
DELTA PETROLEUM CORPORATION
(Exact Name of Registrant in its Charter)
Colorado 84-1060803
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Suite 3310, 555 17th Street, Denver, Colorado 80202
(303) 293-9133
(Address and telephone number of principal
executive offices and principal place of business)
Aleron H. Larson, Jr., Chairman/C.E.O
Delta Petroleum Corporation
Suite 3300, 555 17th Street
Denver, Colorado 80202
(303) 293-9133
(Name, address and telephone
number of agent for service)
Copies to:
STANLEY F. FREEDMAN, ESQ.
Krys Boyle Freedman & Sawyer, P.C.
600 Seventeenth Street, Suite 2700 South
Denver, Colorado 80202-5427
(303) 893-2300
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this
Registration Statement.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans,
please check the following box: -- --
If any of the securities registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans,
check the following box. -- X --
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same offering. -- --
_______________
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier
effective registration statement for the same offering. -- --
__________________
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. -- --
CALCULATION OF REGISTRATION FEE
Proposed
Title of Class of Maximum Amount of
Securities to be Amount to be Aggregate Registration
Registered Registered Offering Price(1) Fee
Common Stock,
$.01 Par Value 689,500 $2.25 (2)
(1) Estimated solely for the purpose of computing the amount of
registration fee based on the closing price of Registrant's
Common Stock on the Nasdaq Small-Cap Market on April 23, 1999.
(2) A Registration Fee of $6,453.67 was paid at the time of the
initial filing.
The registrant hereby amends this registration statement on
such date or dates as may be necessary to delay its effective
date until the registrant shall file a further amendment which
specifically states that this registration shall thereafter
become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall
become effective on such date as the Commission, acting pursuant
to said Section 8(a), may determine.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR
AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE
SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO
BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER
TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE
ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH
OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO
REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY
SUCH STATE.
DELTA PETROLEUM CORPORATION
689,500 Shares of Common Stock
$0.01 par value per share
Of the 689,500 shares of the common stock, $0.01 par value
(the "Common Stock"), of Delta Petroleum Corporation ("Delta" or
the "Company") registered hereunder, all 689,500 shares are for
the account of the owners (collectively, the "Selling
Shareholders"). The Company will not receive any proceeds from
the sale of the Common Stock sold by the Selling Shareholders.
The Company's Common Stock is traded on the Nasdaq Small-Cap
Market under the symbol "DPTR." On April 23, 1999, the last
reported price for the Common Stock on the Nasdaq Small-Cap
Market was $2.25.
THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK
AND IMMEDIATE SUBSTANTIAL DILUTION. THESE SECURITIES SHOULD BE
PURCHASED ONLY BY PERSONS WHO CAN BEAR THE ECONOMIC RISK OF THIS
INVESTMENT. SEE "RISK FACTORS" BEGINNING ON PAGE 6 AND
"DILUTION."
____________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The Company anticipates that sales may be effected from time
to time, by or for the accounts of the Selling Shareholders, in
the Nasdaq Small-Cap Market, in negotiated transactions or
otherwise. Sales will be made through broker-dealers acting as
agent for the Selling Shareholders or to broker-dealers who may
purchase the Common Stock as principals and thereafter sell the
shares from time to time in the Nasdaq Small-Cap Market, in
negotiated transactions, or otherwise. Sales will be made at
market prices prevailing at the times of the sales
or at negotiated prices. See "Plan of Distribution."
The date of this Prospectus is April 29, 1999
AVAILABLE INFORMATION
The Company is subject to the information requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and in accordance therewith files reports and other information
with the Securities and Exchange Commission (the "Commission").
Such reports and other information filed by the Company can be
inspected and copied at the public reference facilities of the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the Regional Offices of the
Commission located at 7 World Trade Center, New York, New York
10048 and 500 West Madison, 14th Floor, Chicago, Illinois 60661.
Copies can be obtained by mail at prescribed rates. Requests for
copies should be directed to the Commission's Public Reference
Section, Judiciary Plaza, 450 Fifth Street, N.W., Washington,D.C.
20549. The Commission maintains a Web site (http://www.sec.gov)
that contains reports, proxy and information statements and other
information regarding registrants that file electronically.
The Company has filed with the Commission a Registration
Statement on Form S-3 (together with all exhibits, amendments and
supplements, the "Registration Statement") of which this
Prospectus constitutes a part, under the Securities Act of 1933,
as amended (the "Securities Act"). This Prospectus does not
contain all of the information set forth in the Registration
Statement, certain parts of which are omitted in accordance with
the rules of the Commission. For further information pertaining
to the Company, reference is made to the Registration Statement.
Statements contained in this Prospectus or any document
incorporated herein by reference concerning the provisions of
documents are necessarily summaries of such documents, and each
such statement is qualified in its entirety by reference to the
copy of the applicable document filed with the Commission.
Copies of the Registration Statement are on file at the offices
of the Commission, and may be inspected without charge at the
offices of the Commission, the addresses of which are set forth
above, and copies may be obtained from the Commission at
prescribed rates. The Registration Statement has been filed
electronically through the Commission's Electronic Data
Gathering, Analysis and Retrieval System and may be obtained
through the Commission's Web site (http://www.sec.gov).
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following Company documents shall be deemed to be
incorporated in this Prospectus and to be a part hereof from the
date of the filing of such documents:
1. Quarterly Report on Form 10-QSB filed on February 16, 1999,
Exchange Act reporting number 0-16203.
2. Current Report on Form 8-K filed on October 16, 1998,
Exchange Act reporting number 0-16203.
3. Current Report on Form 8-K filed on November 25, 1998,
Exchange Act reporting number 0-16203.
4. Preliminary Proxy solicitation materials for Annual Meeting
of Shareholders filed October 16, 1998, Exchange Act
reporting file number 0-16203.
5. Annual Report on Form 10-KSB/A for the fiscal year ended
June 30, 1998, Exchange Act reporting file number 0-16203.
6. All documents filed by the Company, subsequent to the date
of this prospectus, pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, prior to the
termination of the offering described herein.
Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for all
purposes to the extent that a statement contained in this
Prospectus or in any other subsequently filed document which is
also incorporated herein by reference modifies or replaces such
statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute
a part of this Prospectus.
The Company will provide without charge to each person to whom
this Prospectus is delivered, on written or oral request of such
person, a copy (without exhibits) of any or all documents
incorporated by reference in this Prospectus. Requests for such
copies should be directed to Aleron H. Larson, Jr., Delta
Petroleum Corporation, Suite 3310, 555 17th Street, Denver,
Colorado 80202, or (303) 293-9133.
TABLE OF CONTENTS
PAGE
RISK FACTORS ............................................ 6
USE OF PROCEEDS ......................................... 10
DILUTION ................................................ 10
BUSINESS OF DELTA PETROLEUM CORPORATION ................. 11
SELLING SHAREHOLDERS .................................... 34
PLAN OF DISTRIBUTION .................................... 36
DESCRIPTION OF COMMON STOCK ............................. 37
EXPERTS ................................................. 38
LEGAL MATTERS ........................................... 38
RISK FACTORS
Prospective investors should consider carefully, in addition
to the other information in this Prospectus, the following:
1. Shortages of Funding. The Company's level of oil and
gas activities, including exploration and development of existing
properties, and additional property acquisition, will be
significantly dependent on the Company's ability to successfully
conclude funding transactions. No assurances can be given that
such funding transactions will be completed successfully.
2. History of Losses; No Assurance of Profitability. The
Company has incurred substantial losses from its operations to
date and at December 31, 1998 had an accumulated deficit
$16,423,735. During the six months ended December 31, 1998, the
Company received total revenue of $1,385,793 against which it
incurred expenses of $1,229,928 (which resulted in net loss of
$155,865). Revenues for this period included a gain on sale of
oil and gas properties of $957,147. During the year ended June
30, 1998, the Company received total revenues of $2,211,955
against which it incurred expenses of $3,173,958 (which resulted
in a net loss for the year of $962,003), while during the fiscal
year ended June 30, 1997 the Company received total revenues of
$1,812,456 against which it incurred expenses of $4,269,463
(which resulted in a net loss for the year of $2,457,007).
Moreover, during the 1996 fiscal year the Company received total
revenues of $1,385,317 but incurred expenses of $4,713,547 (which
resulted in a net loss for the year of $3,328,230). There are no
assurances that the Company will ever achieve profitability on a
consistent basis.
3. Substantial Cost to Develop Offshore California
Properties; Development May Be Adversely Affected by the
California Offshore Oil and Gas Energy Resources ("COOGER")
Study; Company Holds Minority Interest
and Generally will not Control Timing of Development.
The Company's Offshore California proved undeveloped
properties are attributable to its interests in four federal
units (plus one additional lease) located offshore California near
Santa Barbara. The cost to develop these properties will be very
substantial. The cost to develop all of the properties in which
Delta owns an interest, including delineation wells,
environmental mitigation, development wells, fixed platforms,
fixed platform facilities, pipelines and power cables, onshore
facilities and platform removal over the life of the properties
(assumed to be 38 years), is estimated to be slightly in excess
of $3 billion. The Company's share of such costs is estimated to
be $216,000,000. Operating expenses for the same properties over
the same period of time, including platform operating costs, well
maintenance and repair costs, oil, gas and water treating costs,
lifting costs and pipeline transportation costs are expected to
be approximately $3,325,000,000 with the Company's share
estimated to be $285,000,000. Each working interest owner will
be required to pay its proportionate share of these costs based
upon the amount of the interest that it owns. The Company may be
required to farm out all or a portion of its interests in these
properties to a third party if it cannot fund its share of the
development costs. There can be no assurance that the Company
can farm out its interests on acceptable terms. If the Company
were to farm out its interests in these properties, its interests
would be decreased substantially. The Company may also incur substantial
dilution of its interests in the properties if it elects to use
other methods of financing the development costs.
These units have been formally approved and are regulated by
the Minerals Management Service ("MMS") of the federal
government. While the federal government has recently attempted
to expedite the process of obtaining permits and authorizations
necessary to develop the properties, there can be no assurance
that it will be successful in doing so. The MMS has initiated
the California Offshore Oil and Gas Energy Resources (COOGER)
study at the request of the local regulatory agencies of the
affected Tri-Counties. The COOGER study seeks to present a long-
term regional perspective of potential onshore constraints that
should be considered when developing existing undeveloped
offshore leases. COOGER will project the economically
recoverable oil and gas production from offshore leases which
have not yet been developed. These projections will be utilized
to assist in identifying a potential range of scenarios for
developing these leases. The "worst" case scenario is that no
new development of existing offshore leases would occur. If this
scenario were ultimately to be adopted by governmental
decision makers and the industry as the proper course of action
for development, Delta's offshore California properties would in
all likelihood have little or no value.
The Company does not have a controlling interest in and does
not act as the operator of any of the offshore California
properties and consequently will generally not control the timing
of either the development of the properties or the expenditures
for development unless Delta chooses to unilaterally propose the
drilling of wells under the relevant operating agreements.
4. Substantial Costs to Develop Reserves. During the six
months ended December 31, 1998, the Company participated in the
drilling of three new gas wells and six non-productive wells.
During the year ended June 30, 1998, the Company participated in
the drilling and/or completion/recompletion of seven gas wells
and one non-productive well. Management anticipates that the
Company will have participated in the drilling of a total of 15
to 20 new wells during the fiscal year ending June 30, 1999.
Although management believes that the Company will participate in
the drilling of additional wells during the current fiscal year,
the Company's level of oil and gas activity, including
exploration and development and property acquisitions, will be to
a significant extent dependent on the Company's ability to
successfully conclude funding transactions, of which there is no
assurance.
The Company expects to continue incurring costs to acquire,
explore and develop oil and gas properties, and management
predicts that these costs (together with general and
administrative expenses) will be in excess of funds available
from revenues from properties owned by the Company or existing
cash on hand. It is anticipated that the source of funds to
carry out such exploration and development will
come from a combination of the Company's sale of working
interests in oil and gas leases, production revenues, sales of
the Company's securities, and funds from any funding transactions
in which the Company might engage.
5. Dependence on Oil and Gas Prices. The Company's oil
and gas exploration and production activities are dependent on
the actual prices for oil and gas. The prices for oil and gas
are dependent on a number of factors, including the extent of
domestic production and imports of oil; the competitive position
of oil and gas as a source of energy as compared with coal,
atomic energy, hydroelectric power and
other energy sources; the refining capacity of prospective oil
purchasers; the availability and capacity of pipelines and other
means of transportation; and the effect of federal and state
regulation on production, transportation and sale of oil and gas.
Such factors are beyond the Company's control or influence. The
volatility of prices of oil and gas, which has been substantial
in the past and may continue to be high in the future, may have
material effects on the Company's liquidity and capital
resources. Additionally, the valuation of the
Company's proven and unproven oil and gas properties and its
production revenues could vary and fluctuate significantly with
changes in oil and gas prices.
6. Shares Available for Resale. Of the Company's
presently outstanding shares of Common Stock, 918,980 shares of
"restricted securities" (the "UFG Owned Shares") are owned by the
Company's former parent, Underwriters Financial Group, Inc.
("UFG"), which has filed for protection under federal bankruptcy
laws. Under the terms of a settlement agreement reached among
the Company, UFG and Snyder Oil Corporation ("SOCO"), UFG granted
a lien to SOCO on the UFG Owned Shares. While the settlement
agreement imposes certain restrictions upon the sales of the UFG
Owned Shares into the public market in addition to any
restrictions provided by SEC Rule 144 for affiliates,
SOCO and the Trustee in Bankruptcy for UFG intend to effectuate
the sale of the UFG Owned Shares as soon as practicable.
Investors should be aware that such sale of the UFG Owned Shares
may, in the future, have a depressive effect on the price of the
Company's Common Stock.
7. Competition. Oil and gas exploration and acquisition
of undeveloped properties is a highly competitive and speculative
business. The Company competes with a number of other companies,
including major oil companies and other independent operators
which are more experienced and which have greater financial
resources. The Company does not hold a significant competitive
position in the oil and gas industry.
8. Governmental Regulation and Control. The activities of
the Company are subject to extensive federal, state, and local
laws and regulations controlling not only the exploration for and
sale of oil, but also the possible effects of such activities on
the environment. Present as well as future legislation and
regulations could cause additional expenditures, restrictions and
delays in the Company's business, the extent of which cannot be
predicted, and may require the Company to cease operations in
some circumstances. In addition, the production and sale of oil
and gas are subject to various governmental controls. Because
federal energy policies are still uncertain and are
subject to constant revisions, no prediction can be made as to
the ultimate effect of such governmental policies and controls on
the Company.
9. Dependence Upon Operators. The Company operates only a
small portion of most of the wells in which it owns an interest.
As such, the Company is dependent upon the operator of most of
its wells to make most decisions concerning such things as
whether or not to drill additional wells, how much production to
take from such wells, or whether or not to cease operation of
certain wells. While the Company, as a working interest owner,
may have some voice in the decisions concerning the wells, it is
not the primary decision maker concerning them. Therefore, the
Company may be unable to cause wells to be drilled even though it
may have the funds with which to pay its proportionate share of
the expenses of such drilling.
10. General Risks Inherent in Oil and Gas Drilling. The
Company's business is subject to all risks inherent in the
exploration and development of oil and gas properties, including
but not limited to environmental damage, personal injury, and
other occurrences that could result in the Company incurring
substantial losses and liabilities to third parties. In its own
activities, the Company purchases insurance against risks
customarily insured against by others conducting similar
activities. Nevertheless, the Company is not
insured against all losses or liabilities which may arise from
all hazards because such insurance is not available at economic
rates, because the operator has not purchased such insurance, or
because of other factors. Any uninsured loss could have a
material adverse effect on the Company.
11. No Long Term Contracts. The Company does not have any
long-term supply or similar agreements with governments or
authorities pursuant to which the Company acts as producer. The
Company, therefore, is dependent upon its ability to sell oil and
gas at the then current prices. There can be no assurance the
purchasers will be available or that the price they are willing
to pay will remain stable.
12. Lack of Diversification. Since all of the Company's
resources are allocated to one business area, purchasers of the
Company's common stock will be risking essentially their entire
investment in a venture that is unable to spread the risk of loss
over several projects with the hope that at least one will
succeed.
13. Voting Rights. Holders of the common stock are not
entitled to accumulate their votes for the election of directors
or otherwise. Accordingly, the present shareholders will be
able to elect all of the directors of the Company, and holders of
the common stock offered hereby will not be able to elect a
representative to the Company's Board of Directors. See
"DESCRIPTION OF COMMON STOCK."
14. Lack of Prospective Dividends. There can be no
assurance that the proposed operations of the Company will result
in sufficient revenues to enable the Company to operate at
profitable levels or to generate a positive cash flow. For the
foreseeable future, it is anticipated that any earnings which may
be generated from operations of the Company will be used to
finance the growth of the Company and that dividends will not be
paid to holders of common stock. See "DESCRIPTION OF COMMON
STOCK."
15. No Assurance of a Public Market. The Company's common
stock is listed on the Nasdaq Small-Cap Market and trades under
the symbol "DPTR." To date, trading volumes for the Company's
common stock have been relatively light. Average weekly trading
volume for the fiscal year ended June 30, 1998 was 78,750 shares.
The high sales price during such period was $4.50, while the low
sales price during the same period was $1.66.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of
the Common Stock being registered hereunder for sale by the
Selling Shareholders. The Company may receive proceeds upon the
exercise of outstanding warrants or options by the Selling
Shareholders, which proceeds, if any, would be used for working
capital and drilling and development of the Company's properties.
See "Business of Delta Petroleum Corporation".
DILUTION
As of December 31, 1998, the Company had 5,775,858 shares of
common stock issued and outstanding with a net tangible book
value of $9,776,178 or $1.69 per share. Net tangible book value
per share represents the amount of the Company's total assets
less total liabilities, divided by the number of shares of common
stock outstanding. The following tables set forth the dilution
to be incurred by investors acquiring common stock.
Selling Shareholder Shares
Assumed Offering Price (1) $2.25
Net tangible book value per share at December 31, 1998 $1.69
Dilution to Purchasers of Common Stock $ .56
Dilution to Purchasers as Percentage of Purchase Price 24.89%
____________________
(1) Assumes a purchase price of $2.25. The closing bid price of
the Company's common stock on NASDAQ on April 23, 1999, was
$2.25.
BUSINESS OF DELTA PETROLEUM CORPORATION
Delta Petroleum Corporation ("Delta", "Registrant" or
"Company") is a Colorado corporation organized December 21, 1984.
Delta maintains its principal executive offices at Suite 3310,
555 Seventeenth Street, Denver, Colorado 80202, and its telephone
number is (303) 293-9133. The Company's common stock is listed
on NASDAQ under the symbol DPTR.
The Company is engaged in the acquisition, exploration,
development and production of oil and gas properties. As of June
30, 1998, the Company had varying interests in 96 gross (18.57
net) productive wells located in six states. The Company has
undeveloped properties in five states, and interests in four
federal units and one lease offshore California near Santa
Barbara. The Company operates 24 of the wells and the remaining
wells are operated by independent operators. All wells are
operated under contracts that are standard in the industry. At
June 30, 1998, the Company estimated proved reserves to be
approximately 147,000 Bbls of oil
and 9.44 Bcf of gas, of which approximately 22,000 Bbls of oil
and 3.91 Bcf of gas were proved developed reserves.
(See "Description of Property".)
At December 31, 1998, the Company owned 4,277,977 shares of
common stock of Amber Resources Company ("Amber"), representing
91.68% of the outstanding common stock of Amber. Amber is a
public company (registered under the Securities Exchange Act of
1934) whose activities include oil and gas exploration,
development and production operations. Amber owns interests in
producing oil and gas properties in Oklahoma and non-producing
oil and gas properties offshore California near Santa
Barbara. The Company and Amber entered into an agreement
effective March 31, 1993 which provides, in part, for the sharing
of the management between the two companies and allocation of
expenses related thereto.
Delta is engaged in only one industry, namely the
acquisition, exploration, development and production of oil and
gas properties and related business activities. The Company's oil
and gas operations have been comprised primarily of production of
oil and gas, drilling exploratory and development wells and
related operations and acquiring and selling oil and gas
properties. The Company, directly and through Amber, currently
has producing oil and gas interests, undeveloped leasehold
interests and related assets in south Texas; interests in
undeveloped offshore Federal leases and units near Santa
Barbara, California; producing and non-producing interests in the
Denver-Julesburg and Piceance Basins of Colorado; the Sacramento
Basin of California, the Wind River Basin of Wyoming, the
Anadarko Basin in Oklahoma and in the Arkoma Basin in western
Arkansas. The Company intends to continue its
emphasis on the drilling of exploratory and development wells
primarily in Colorado, California, Texas, Wyoming and Oklahoma.
The Company intends to drill on some of its leases
(presently owned or subsequently acquired); may farm out or sell
all or part of some of the leases to others; and/or may
participate in joint venture arrangements to develop certain
other leases. Such transactions may be structured in any number
of different manners which are in use in the oil and gas
industry. Each such transaction is likely to be
individually negotiated and no standard terms may be predicted.
Principal Products or Services and Their Markets. The
principal products produced by the Company are crude oil and
natural gas. The products are generally sold at the wellhead to
purchasers in the immediate area where the product is produced.
The principal markets for oil and gas are refineries and
transmission companies which have facilities near the Company's
producing properties.
Distribution Methods of the Products or Services. Oil and
natural gas produced from the Company's wells are normally sold
to the purchasers referenced below. Oil is picked up and
transported by the purchaser from the wellhead. In some
instances the Company is charged a fee for the cost of
transporting the oil, which fee is deducted from
or accounted for in the price paid for the oil. Natural gas
wells are connected to pipelines generally owned by the natural
gas purchasers. A variety of pipeline transportation charges are
usually included in the calculation of the price paid for the
natural gas.
Status of Any Publicly Announced New Product or Service.
The Company has not made a public announcement of, and no
information has otherwise become public about, a new product or
industry segment requiring the investment of a material amount of
the Company's total assets.
Competitive Business Conditions. Oil and gas exploration
and acquisition of undeveloped properties is a highly competitive
and speculative business. The Company competes with a number of
other companies, including major oil companies and other
independent operators which are more experienced and which have
greater financial resources. The Company does not hold a
significant competitive position in the oil and gas industry.
Sources and Availability of Raw Materials and Names of
Principal Suppliers. Oil and gas may be considered raw materials
essential to Delta's business. The acquisition, exploration,
development, production and sale of oil and gas are subject to
many factors which are outside of Delta's control. These factors
include national and international economic conditions,
availability of drilling rigs, casing, pipe, and other equipment
and supplies, proximity to pipelines, the supply and price of
other fuels, and the regulation of prices, production,
transportation and marketing by the Department of Energy
and other federal and state governmental authorities.
Dependence on One or a Few Major Customers. Delta has one
major customer for the sale of oil and gas as of the date of this
report, namely, Tristar Gas Marketing. The loss of this customer
would not have a material adverse effect on Delta's business.
Patents, Trademarks, Licenses, Franchises, Concessions,
Royalty Agreements or Labor Contracts. Delta does not own any
patents, trademarks, licenses, franchises, concessions, or
royalty agreements except oil and gas interests acquired from
industry participants, private landowners and state and federal
governments. Delta is not a party to any labor contracts.
Need for Any Governmental Approval of Principal Products or
Services. Except that the Company must obtain certain permits
and other approvals from various governmental agencies prior to
drilling wells and producing oil and/or natural gas, the Company
does not need to obtain governmental approval of its principal
products or services.
Government Regulation of the Oil and Gas Industry.
General.
Delta's business is affected by numerous governmental
laws and regulations, including energy, environmental,
conservation, tax and other laws and regulations relating to
the energy industry. Changes in any of these laws and
regulations could have a material adverse effect on Delta's
business. In view of the many uncertainties with respect to
current and future laws and regulations, including their
applicability to Delta, the Company cannot predict the
overall effect of such laws and regulations on its future
operations.
Delta believes that its operations comply in all
material respects with all applicable laws and regulations
and that the existence and enforcement of such laws and
regulations have no more restrictive effect on the Company's
method of operations than on other similar companies in the
energy industry.
The following discussion contains summaries of certain
laws and regulations and is qualified in its entirety by the
foregoing.
Environmental Regulation.
Together with other companies in the industries in
which it operates, the Company's operations are subject to
numerous federal, state, and local environmental laws and
regulations concerning its oil and gas operations, products
and other activities. In particular, these laws and
regulations require the acquisition of permits, restrict the
type, quantities, and concentration of various substances
that can be released into the environment, limit or prohibit
activities on certain lands lying within wilderness,
wetlands and other protected areas, regulate the generation,
handling, storage, transportation, disposal and treatment of
waste materials and impose criminal or civil liabilities for
pollution resulting from oil, natural gas and petrochemical
operations.
Governmental approvals and permits are currently, and
may in the future be, required in connection with the
Company's operations. The duration and success of obtaining
such approvals are contingent upon many variables, many of
which are not within the Company's control. To the extent
such approvals are required and not obtained, operations may
be delayed or curtailed, or the Company may be prohibited
from proceeding with planned exploration or operation of
facilities.
Environmental laws and regulations are expected to have
an increasing impact on the Company's operations, although
it is impossible to predict accurately the effect of future
developments in such laws and regulations on the Company's
future earnings and operations. Some risk of environmental
costs and liabilities is inherent in particular operations
and products of the Company, as it is with other companies
engaged in similar businesses, and there can be no assurance
that material costs and liabilities will not be incurred.
However, the Company does not currently expect any material
adverse effect upon its results of operations or financial
position as a result of compliance with such laws and
regulations.
Although future environmental obligations are not
expected to have a material adverse effect on the results of
operations or financial condition of the Company, there can
be no assurance that future developments, such as
increasingly stringent environmental laws or enforcement
thereof, will not cause the Company to incur substantial
environmental liabilities or costs.
Hazardous Substances and Waste Disposal.
Delta currently owns or leases interests in numerous
properties that have been used for many years for natural
gas and crude oil production. Although the operator of such
properties may have utilized operating and disposal
practices that were standard in the industry at the time,
hydrocarbons or other wastes may have been disposed of or
released on or under the properties owned or leased by the
Company. In addition, some of these properties have been
operated by third parties over whom the Company had no
control. The U.S. Comprehensive Environmental Response,
Compensation and Liability Act ("CERCLA") and comparable
state statutes impose strict, joint and several liability on
owners and operators of sites and on persons who disposed of
or arranged for the disposal of "hazardous substances" found
at such sites. RCRA and comparable state statutes govern
the management and disposal of wastes. Although CERCLA
currently excludes petroleum from cleanup liability, many
state laws affecting the Company's operations impose
clean-up liability regarding petroleum and petroleum related
products. In addition, although the Resource Conservation
and Recovery Act ("RCRA") currently classifies certain
exploration and production wastes as "nonhazardous," such
wastes could be reclassified as hazardous wastes thereby
making such wastes subject to more stringent handling and
disposal requirements. If such a change in legislation were
to be enacted, it could have a significant impact on the
Company's operating costs, as well as the gas and oil
industry in general.
Oil Spills.
Under the Federal Oil Pollution Act of 1990, as amended
("OPA"), (i) owners and operators of onshore facilities and
pipelines, (ii) lessees or permittees of an area in which an
offshore facility is located and (iii) owners and operators
of tank vessels ("Responsible Parties") are strictly liable
on a joint and several basis for removal costs and damages
that result from a discharge of oil into the navigable
waters of the United States. These damages include, for
example, natural resource damages, real and personal
property damages and economic losses. OPA limits the strict
liability of Responsible Parties for removal costs and
damages that result from a discharge of oil to $350 million
in the case of onshore facilities, $75 million plus removal
costs in the case of offshore facilities, and in the case of
tank vessels, an amount based on gross tonnage of the
vessel. However, these limits do not apply if the discharge
was caused by gross negligence or wilful misconduct, or by
the violation of an applicable Federal safety, construction
or operating regulation by the Responsible Party, its agent
or subcontractor or in certain other circumstances.
In addition, with respect to certain offshore
facilities, OPA requires evidence of financial
responsibility in an amount of up to $150 million. Tank
vessels must provide such evidence in an amount based on the
gross tonnage of the vessel. Failure to comply with these
requirements or failure to cooperate during a spill event
may subject a Responsible Party to civil or criminal
enforcement actions and penalties.
Offshore Production.
Offshore oil and gas operations in U.S. waters are
subject to regulations of the United States Department of
the Interior which currently impose strict liability upon
the lessee under a Federal lease for the cost of clean-up of
pollution resulting from the lessee's operations, and such
lessee could be subject to possible liability for pollution
damages. In the event of a serious incident of pollution,
the Department of the Interior may require a lessee under
Federal leases to suspend or cease operations in the
affected areas.
Research and Development. Delta does not engage in any
research and development activities. Since its inception, Delta
has not had any customer or government-sponsored material
research activities relating to the development of any new
products, services or techniques, or the improvement of existing
products.
Environmental Protection. Because Delta is engaged in
acquiring, operating, exploring for and developing natural
resources, it is subject to various state and local provisions
regarding environmental and ecological matters. Therefore,
compliance with environmental laws may necessitate significant
capital outlays, may materially affect Delta's earnings
potential, and could cause material changes in Delta's
proposed business. At the present time, however, the existence
of environmental law does not materially hinder nor adversely
affect Delta's business. Capital expenditures relating to
environmental control facilities have not been material to the
operation of Delta since its inception. In addition, Delta does
not anticipate that such expenditures will be material during the
fiscal year ending June 30, 1999.
Employees. The Company has five full time employees.
DESCRIPTION OF PROPERTY
Office Facilities
Delta's offices are located at 555 Seventeenth Street, Suite
3310, Denver, Colorado 80202. Delta leases approximately 4,837
square feet of office space for $7,125 per month and the lease
will expire in April of 2002. Currently, Delta subleases
approximately 1,500 square feet to Bion Environmental
Technologies, Inc. for $2,500 per month.
Oil and Gas Properties
The Company owns interests in oil and gas properties located
in California, Colorado, Oklahoma, Texas, Wyoming and elsewhere.
Most wells from which the Company receives revenues are owned
only partially by the Company. For information concerning the
Company's oil and gas production, average prices and costs,
estimated oil and gas reserves and estimated future cash flows,
see the tables set forth below in this section and "Notes to
Financial Statements" included in this report. The Company did
not file oil and gas reserve estimates with any federal
authority or agency other than the Securities and Exchange
Commission during the years ended June 30, 1998, 1997 and 1996.
Principal Properties
The following is a brief description of Delta's principal
properties:
ONSHORE:
California: Sacramento Basin Area
The Company is participating in three 3-D seismic survey
programs located in Colusa and Yolo counties in the Sacramento
Basin in California with interests ranging from 12% to 15%. The
Company sold its interest in a fourth such survey in the area in
March of 1998. These programs are operated by Slawson
Exploration Company, Inc. The program areas contain
approximately 90 square miles in the aggregate
upon which the Company has participated in the costs of
collecting and processing 3-D seismic data, acquiring leases and
drilling wells upon these leases. As of September 23, 1998
leases or options to lease have been acquired within the program
areas totaling approximately 22,000 gross acres. Seismic
information has been gathered, processed and
interpreted on all three surveys. Processing and interpretation
of the 90 square miles of seismic information which has already
been run in these areas has revealed approximately 41 drillable
prospects. Wells are being drilled on these prospects to test
the Forbes, Starkey and Winters gas formations at depths ranging
from 3,000 to 8,000 feet and are expected to cost about $450,000
per well to drill and complete. The Company has the right to
participate with a 12% to 15% working interest in the wells to be
drilled on the prospects revealed by the 3-D seismic evaluations.
As of September 23, 1998, 11 wells have been drilled and casing
has been run on six of these. The Company expects
to participate in the drilling of an additional nine wells during
the remainder of fiscal 1999 assuming the Company has adequate
funds. The area appears to have adequate markets for the volumes
of natural gas that are projected from the drilling activity in
the area.
Colorado
Denver-Julesburg Basin. The Company owns leasehold interests
in approximately 480 gross (47 net) acres and has interests in
eight gross (.77 net) wells in the Denver-Julesburg Basin
producing primarily from the D-Sand and J-Sand formations. No
new activity is planned for this area for the next fiscal year.
Piceance Basin. The Company owns working interests in 13
gas wells (10.3 net), and oil and gas leases covering 14,328 net
acres in the Piceance Basin in Mesa and Rio Blanco counties,
Colorado. The Company is evaluating the possibility of
recompleting additional zones in many of its other wells. The
acreage is located in and around the Plateau Field.
Oklahoma
The Company directly (21 wells) and through Amber (36 wells)
owns non-operating working interests in 57 natural gas wells in
Oklahoma. The wells range in depth from 4,500 to 20,000 feet and
produce from the Red Fork, Atoka, Morrow and Springer formations.
Most of the Company's reserves are in the Red Fork/Atoka
formation. The working interests range from less than 1% to 40%
and average about 8% per well. Many of the wells have remaining
productive lives of 20 to 30 years.
Wyoming
Moneta Hills. In 1997 the Company sold an 80% interest in
its Moneta Hills project to KCS Energy ("KCS"), a subsidiary of
KCS Mountain Resources, Inc. The Moneta Hills project presently
consists of approximately 9,696 acres, six wells and a 13 mile
gas gathering pipeline. Under the terms of the sale, KCS paid
$450,000 to Delta for the interests acquired and agreed to drill
two wells to the Fort Union formation at approximately 10,000
feet. KCS will carry Delta for a 20% back in after payout
interest in each of the two wells. The first well
has been drilled and is producing. The second well was scheduled
to be drilled prior to the end of calendar 1997, but has been
delayed indefinitely. Delta will evaluate the results of these
first two wells in addition to other factors in making its
decisions to participate for its 20% working interest in any
subsequent wells.
Texas
Austin Chalk Trend. The Company owns leasehold interests in
approximately 1,558 gross acres (393 net acres) and owns
substantially all of the working interests in three horizontal
wells in the area encompassing the Austin Chalk Trend in Gonzales
County and a small minority interest in one additional horizontal
well in Zavala County, Texas. The Company is evaluating the
possibility of re-entering one or more of these wells and
drilling additional horizontal bores in other untapped zones.
OFFSHORE:
Offshore Federal Waters: Santa Barbara, California Area
Delta Petroleum Corporation, directly and through its
subsidiary, Amber Resources Company, owns interests in four
undeveloped federal units (plus one additional lease)
located in federal waters offshore California near Santa Barbara.
The Santa Barbara Channel and the offshore Santa Maria Basin
are the seaward portions of geologically well-known onshore
basins with over 90 years of production history. These offshore
areas were first explored in the Santa Barbara Channel along the
near shore three mile strip controlled by the state. New field
discoveries in Pliocene and Miocene age reservoir sands led to
exploration into the federally controlled waters of the Pacific
Outer Continental Shelf ("POCS"). Eight POCS lease sales and
subsequent drilling conducted between 1966 and 1984 have resulted
in the discovery of an estimated two billion Bbls of oil and
three trillion cubic feet of gas. Of these totals,
some 814 million Bbls of oil and 756 billion cubic feet of gas
have been produced and sold. During 1998, POCS production has
been approximately 160,000 Bbls of oil and 200 million cubic feet
of gas per day according to the Minerals Management Service of
the Department of the Interior ("MMS").
Most of the early offshore production was from Pliocene age
sandstone reservoirs. The more recent developments are from the
highly fractured zones of the Miocene age Monterey Formation.
The Monterey is productive in both the Santa Barbara Channel and
the offshore Santa Maria Basin. It is the principal producing
horizon in the Point Arguello field, the Point Pedernales field,
and the Hondo and Pescado fields in the Santa Ynez Unit. Because
the Monterey is capable of relatively high productive rates, the
Hondo field, which has been on production since late 1981, has
already surpassed 150 million Bbls of production.
California's active tectonic history over the last few
million years has formed the large linear anticlinal features
which trap the oil and gas. Marine seismic surveys have been
used to locate and define these structures offshore. Recent
seismic surveying utilizing modern 3-D seismic technology,
coupled with exploratory well data, has greatly improved
knowledge of the size of reserves in fields under
development and in fields for which development is planned.
Currently, 10 fields are producing from 18 platforms in the Santa
Barbara Channel and offshore Santa Maria Basin. Implementation
of extended high-angle to horizontal drilling methods is reducing
the number of platforms and wells needed to develop reserves in
the area. Use of these new drilling methods and seismic
technologies is expected to continue to improve development
economics.
Leasing, lease administration, development and production
within the Federal POCS all fall under the Code of Federal
Regulations administered by the MMS. The EPA controls disposal
of effluents, such as drilling fluids and produced waters. Other
Federal agencies, including the Coast Guard and the Army Corps of
Engineers, also have oversight on offshore construction and
operations.
The first three miles seaward of the coastline are
administered by each state and are known as "State Tidelands" in
California. Within the State Tidelands off Santa Barbara County,
the State of California, through the State Lands Commission,
regulates oil and gas leases and the installation of permanent
and temporary producing facilities. Because the four units in
which the Company owns interests are located in the POCS seaward
of the three mile limit, leasing, drilling, and
development of these units are not directly regulated by the
State of California. However, to the extent that any production
would transported to an on-shore facility through the state
waters, the Company's pipelines (or other transportation
facilities) would be subject to California state regulations.
Construction and operation of any such pipelines would require
permits from the state. Additionally, all development plans must be
consistent with the Federal Coastal Zone Management Act ("CZM").
In California the decision of CZM consistency is made by the
California Coastal Commission.
The Santa Barbara County Energy Division and the Board of
Supervisors will have a significant impact on the method and
timing of any offshore field development through its permitting
and regulatory authority over the construction and operation of
on-shore facilities. In addition, the Santa Barbara County Air
Pollution Control District has authority in the federal waters
off Santa Barbara County through the Federal Clean Air Act as
amended in 1990.
The Company's Offshore California undeveloped
properties are attributable to its interests in four federal
units (plus one additional lease) located offshore California near
Santa Barbara. The cost of developing these properties which
will be incurred over the life of the properties (assumed to be 38
years), for the complete development of all of the properties in
which Delta owns an interest, including delineation wells,
environmental mitigation, development wells, fixed platforms,
fixed platform facilities, pipelines and power cables, onshore
facilities and platform removal is currently estimated to be
slightly in excess of approximately $3 billion. The Company's
share of such costs is estimated to be $216,000,000. Operating
expenses for the same properties over the same period of time,
including platform operating costs, well maintenance
and repair costs, oil, gas and water treating costs, lifting
costs and pipeline transportation costs are expected to be
approximately $3,325,000,000 with the Company's share estimated
to be $285,000,000.
Each working interest owner will be required to pay its
proportionate share of these costs based upon the amount of the
interest that it owns. The size of Delta's working interest in
the units varies from 2.492% to 15.60%. The Company may be
required to farm out all or a portion of its interests in these
properties to a third party if it cannot fund its share of the
development costs. There can be no assurance that the Company
can farm out its interests on acceptable terms.
These units have been formally approved and are regulated by
the MMS. While the Federal Government has recently attempted to
expedite this process, there can be no assurance that it will be
successful in doing so. The Company does not have a controlling
interest in and does not act as the operator of any of the
offshore California properties and consequently will generally
not control the timing of either the development of the
properties or the expenditures for development unless the Company
chooses to unilaterally propose the drilling of wells under the
relevant operating agreements.
The MMS initiated the COOGER study at the request of the
local regulatory agencies of the three counties (Ventura,
Santa Barbara and San Luis Obispo) affected by offshore oil
and gas development. A private consulting firm is currently
conducting the study under a contract with the MMS.
The COOGER study seeks to present a
long-term regional perspective of potential onshore constraints
that should be considered when developing existing undeveloped
offshore leases. COOGER will project the economically
recoverable oil and gas production from offshore leases which
have not yet been developed. These projections
will be utilized to assist in identifying a potential range of
scenarios for developing these leases. These scenarios will then
be compared to the projected infrastructural, environmental and
socioeconomic baselines between 1995 and 2015.
No specific decisions regarding levels of offshore oil and
gas development or individual projects will occur in connection
with the COOGER study. Information presented in the study is
intended to be utilized as a reference document to provide the
public, decision makers and industry with a broad overview of
cumulative industry activities and key issues associated with a
range of development scenarios. The exact effects upon offshore
development of the adoption of any one of the scenarios are not
yet capable of analysis because the study has not yet been
completed and reviewed. However, the Company has evaluated
its position with regard to the scenarios currently being studied
with respect to properties located in the eastern and central
subregions (which include the Sword Unit and the Gato Canyon
Unit) and the results of such evaluation are set forth below:
Scenario 1 No new development of existing offshore leases.
If this scenario were ultimately to be adopted by governmental
decision makers and the industry as the proper course of action
for development, the Company's offshore California properties
would in all likelihood have little or no value.
Scenario 2 Development of existing leases, using existing
onshore facilities as currently permitted, constructed and
operated (whichever is less) without additional capacity.
This scenario includes modifications to allow processing and
transportation of oil and natural gas with different
qualities. Although the exact effects upon offshore
development are not yet capable of analysis because the study
has not yet been completed, it is likely that the adoption of
this scenario by governmental decision makers and the industry
as the proper course of action for development would result in
lower than anticipated costs, but would cause the subject
properties to be developed over a significantly extended period
of time.
Scenario 3 Development of existing leases, using existing
onshore facilities by constructing additional capacity at
existing sites to handle expanded production. Although the
details of this scenario are not yet available because the study
has not been completed, it would appear that is currently
approximately the scenario that is currently anticipated by the
Company's management.
Scenario 4 Development of existing leases after
decommissioning and removal of some or all existing onshore
facilities. This scenario includes new facilities, and perhaps
new sites, to handle anticipated potential future production.
There is currently insufficient information available to assess
the impact of this scenario on Delta, but it would appear likely
that Delta would incur increased costs and that revenues would be
received more quickly.
The Company has also evaluated its position with regard to
the scenarios currently being studied with respect to properties
located in the northern subregion (which includes the Lion Rock
Unit and the Point Sal Unit), the results of which are as
follows:
Scenario 1 No new development of existing offshore leases.
If this scenario were ultimately to be adopted by governmental
decision makers and the industry as the proper course of action
for development, the Company's offshore California properties
would in all likelihood have little or no value.
Scenario 2 Development of existing leases, using existing
onshore facilities as currently permitted, constructed and
operated (whichever is less) without additional capacity. This
scenario includes modifications to allow processing and
transportation of oil and natural gas with different qualities.
Although the exact effects upon offshore development are not yet
capable of analysis because the study has not yet been completed,
it is likely that the adoption of this scenario by governmental
decision makers and the industry as the proper course of action
for development would result in lower than anticipated costs, but
would cause the subject properties to be developed over a
significantly extended period of time.
Scenario 3 Development of existing leases, using existing
onshore facilities by constructing additional capacity at
existing sites to handle expanded production. Although the
details of this scenario are not yet available because the study
has not been completed, it would appear that this is
approximately the scenario that is currently anticipated by the
Company's management.
Scenario 4 Development of existing offshore leases, using
existing onshore facilities with additional capacity or adding
new facilities to handle a relatively low rate of expanded
development. This scenario allows for a new site(s). There is
currently insufficient information available to assess the impact
of this scenario on Delta.
Scenario 5 Development of existing offshore leases, using
existing onshore facilities with additional capacity or adding
new facilities to handle a relatively higher rate of expanded
development. This scenario allows for a new site(s). There is
currently insufficient information available to assess the impact
of this scenario on Delta, but it would appear likely that Delta
would incur increased costs and that revenues would be received
more quickly.
The Company's development plan currently provides for 22
wells from one platform set in a water depth of approximately 328
feet for the Gato Canyon Unit; 63 wells from one platform set in
a water depth of approximately 1,300 feet for the Sword Unit; 60
wells from one platform set in a water depth of approximately 336
feet for the Point Sal Unit; and 183 wells from two platforms for
the Lion Rock Unit. On the Lion Rock Unit, Platform A will be set
in a water depth of approximately 507 feet, and Platform B will
be set in a water depth of approximately 484 feet. The reach of
the deviated wells from each platform required to drain each unit
falls within the reach limits now considered to be
"state-of-the-art."
Current Status. On November 5, 1996, the MMS issued a
Directed Suspension of Operations for the POCS Non-Producing
Leases and Units, pursuant to CFR 250.10(b)(4), extending the
existing Suspension of Operations ("SOO") from January 1, 1997
until December 31, 1998. This action permitted unit owners to
cease paying lease payments to the Federal government and
suspended the requirements relating to development of the leases
during this period. The Directive cited the fact that the MMS
had requested in 1992 that the lease owners participate in what
became known as the COOGER (California Offshore Oil
and Gas Energy Resources) Study and during the term of the study
that the leases would be held under a SOO.
The MMS issued a second letter on December 24, 1996 with the
intent to notify all lease owners of the course of action to be
followed by the lease and unit operators prior to the expiration
of the SOO. In another letter, on December 3, 1998, (which
superseded a September 17, 1998 MMS letter) the MMS informed all
owners and operators that due to delays in the COOGER Study, the
SOO's on the units would be extended through the second quarter
of 1999 and revised the dates for actions required by the
previous letters. During the first half of 1999 each operator is
to meet with the MMS to discuss conceptual plans that will lead
to the timely development of the leases. By May 15, 1999, each
operator has been directed to submit what the MMS has
termed "Schedule of Events" for a specific lease or unit
that it operates and also a request for a Suspension of
Production time period to execute the
Schedule of Events. The lease Suspension of Operations and unit
Schedule of Events, when approved by the MMS, will go into effect
on July 1, 1999.
In order to carry out the requirements of the December 31,
1996 and December 3, 1998 MMS letters, all operators of the units
in which the Company owns non-operating interests (described
below) are currently engaged in studies to develop a conceptual
framework and general timetable for continued delineation and
development of the leases. For delineation, the operators will
outline the mobile drilling unit well activities, including
number and location. For development, the operators' reports
will cover the total number of facilities involved, including
platforms, pipelines, onshore processing facilities,
transportation systems and marketing plans. The Company is
participating with the operators in meeting the MMS schedules
through meetings, and consultations and is sharing in the costs
as invoiced by the operators.
Cost to Develop Offshore California Properties. The cost
to develop all of the offshore California properties in which
Delta owns an interest, including delineation
wells, environmental mitigation, development wells, fixed
platforms, fixed platform facilities, pipelines and power cables,
onshore facilities and platform removal over the life of the
properties (assumed to be 38 years), is estimated to be slightly
in excess of $3 billion. The Company's share of such costs over
the life of the properties is estimated to be $216,000,000.
To the extent that Delta does not have sufficient cash
available to pay its share of these expenses when they become
payable under the respective operating agreements, it will be
necessary for Delta to seek funding from outside sources. Likely
potential sources for such funding are currently anticipated to
include (a) public and private sales of Delta Common Stock (which
may result in substantial ownership dilution to existing
shareholders), (b) bank debt from one or more commercial oil and
gas lenders, (c) the sale of debt instruments to investors, (d)
entering into farm-out arrangements with respect to one or more
of Delta's interests in the properties whereby the recipient of
the farm-out would pay the full amount of Delta's share of
expenses and Delta would retain a carried ownership interest
(which would result in a substantial diminution of Delta's
ownership interest in the farmed-out properties), (e) entering
into one or more joint venture relationships with industry
partners, (f) entering into financing relationships with one or
more industry partners, and (g) the sale of some or all of
Delta's interests in the properties.
It is unlikely that any one potential source of funding
would be utilized exclusively. Rather, it is more likely that
Delta will pursue a combination of different funding sources when
the need arises. Regardless of the type of financing techniques
that are ultimately utilized, however, it currently appears
likely that because of Delta's small size in relation to the
magnitude of the capital requirements that will be associated
with the development of the subject properties, Delta will be
forced in the future to issue significant amounts of additional
shares, pay significant amounts of interest on debt that
presumably would be collateralized by all of Delta's assets
(including its offshore California properties), reduce its
ownership interest in the properties through sales of interests
in the property or as the result of farm-outs, industry financing
arrangements or other partnership or joint venture relationships,
or to enter into various transactions which will result in some
combination of the foregoing. In the event that Delta is not
able to pay its share of expenses as a working interest owner as
required by the respective operating agreements, it is possible
that Delta might lose some portion of its ownership interest in
the properties under some circumstances, or that Delta might be
subject to penalties which would result in the forfeiture of
substantial revenues from the properties.
While the cost to develop the offshore California properties
in which Delta owns an interest will be substantial in relation
to Delta's small size, management believes that the opportunities
for Delta to increase its asset base and ultimately improve its
cash flow are also substantial in relation to its size. Although
there are several factors to be considered in connection with
Delta's plans to obtain funding from outside sources as necessary
to pay its proportionate share of the costs associated with
developing its offshore properties (not the least of which is the
possibility that prices for petroleum products could continue to
decline in the future to a point at which development of the
properties is no longer economically feasible), management
believes that the timing and rate of development in the future
will in large part be motivated by the prices paid for petroleum
products.
To the extent that prices for petroleum products decline
further from their current near historic lows, it is likely that
development efforts will proceed at a slower pace to the end that
costs will be incurred over a more extended period of time. In
the event that petroleum prices increase, however, management
believes that development efforts will intensify. Delta's
ability to successfully negotiate financing to pay its share of
development costs on favorable terms will be inextricably linked
to the prices that are paid for petroleum products during the
time period in which development is actually occurring on each of
the subject properties.
Gato Canyon Unit. The Company holds a 15.60% working
interest (directly 8.63% and through Amber 6.97%) in the Gato
Canyon Unit. This 10,100 acre unit is operated by Samedan Oil
Corporation. Seven test wells have been drilled on the Gato
Canyon structure. Five of these were drilled within the
boundaries of the Unit and two were drilled
outside the Unit boundaries in the adjacent State Tidelands. The
test wells were drilled as follows: within the boundaries of the
Unit, three wells were drilled by Exxon, two in 1968 and one in
1969; one well was drilled by Arco in 1985; and one well was
drilled by Samedan in 1989. Outside the boundaries of the Unit,
in the State Tidelands but still on the Gato Canyon Structure,
one well was drilled by Mobil in 1966 and one well was drilled by
Union Oil in 1967. In April 1989, Samedan tested the P-0460 #2
which yielded a combined test flow rate of 5,160 Bbls of oil per day
from the six intervals in Monterey Formation between 5,880 and 6,700 feet
of drilled depth. The Monterey Formation is a highly fractured shale
formation. The Monterey (which ranges from 500' to 2,900' in thickness) is
the main productive and target zone in many offshore California oil
fields (including the Company's federal leases and/or units).
The Gato Canyon field is located in the Santa Barbara
Channel approximately three to five miles offshore (see Map).
Water depths range from 280 feet to 600 feet in the area of the
field. Oil and gas produced from the field is anticipated to be
processed onshore at the existing Las Flores Canyon facility (see Map).
Las Flores Canyon has been designated a "consolidated site" by
Santa Barbara County and is available for use by offshore
operators. The processed oil is expected to be transported out
of Santa Barbara County in the All American Pipeline (see Map).
Offshore pipeline distances to access the Las Flores site is
approximately six miles. Delta Petroleum's share of
estimated capital costs to develop the Gato Canyon field are
approximately $45,000,000.
The Gato Canyon Unit leases are currently held under a
Suspension of Operations until March 31, 1999. Thereafter, the
Unit operator will carry out a Schedule of Events under a
Suspension of Production. The Schedule of Events will include
the preparation of an updated Exploration Plan, which is expected
to include plans to drill an additional delineation
well. This well will be used to determine the
final location of the development platform. Following the
platform decision, a Development Plan will be prepared for
submittal to the MMS and the other involved agencies. Two to
three years will likely be required to process the Development
Plan and receive the necessary approvals.
Point Sal Unit. The Company holds a 6.83% working interest
in the Point Sal Unit. This 22,772 acre unit is operated by Aera
Energy LLC, a limited liability company jointly owned by Shell
Oil Company and Mobil Oil Company. Four test wells were drilled
within this unit. These test wells were drilled as follows: two
wells were drilled by Sun Oil (now Oryx Energy), one in 1984 and
one in 1985; and the other two wells were drilled by Reading &
Bates, both in 1984. All four wells drilled on this unit have
indicated the presence of oil and gas in the
Monterey Formation. The largest of these, the Sun P-0422 #1,
yielded a combined test flow rate of 3,750 Bbls of oil per day
from the Monterey. The oil in the upper block has an average
estimated gravity of 10 degrees API and the oil in the subthrust
block has an average estimated gravity of 15 degrees API.
The Point Sal field is located in the Offshore Santa Maria
Basin approximately six miles seaward of the coastline (see Map).
Water depths range from 300 feet to 500 feet in the area of the
field. It is anticipated that oil and gas produced from the field
will be processed in a new facility at an onshore site or in the
existing Lompoc facility (see Map). The processed oil would then
be transported out of Santa Barbara County in either the All
American Pipeline or the Tosco-Unocap Pipeline (see Map).
Offshore pipeline distance is approximately six to eight miles,
depending on the final choice of the point of landfall.
Delta Petroleum's share of estimated
capital costs to develop the Point Sal unit are approximately
$38,000,000.
The Point Sal Unit leases are currently held under a
Suspension of Operations until March 31, 1999. Thereafter, the
Unit operator will carry out a Unit Schedule of Events under a
Suspension of Production. The Schedule of Events will include
preparation of an updated Exploration Plan leading to the
drilling of an additional delineation well prior to preparing the
Development Plan.
Lion Rock Unit and Federal OCS Lease P-0409. The Company
holds a 1% net profits interest (through Amber) in the Lion Rock
Unit and a 24.21692% working interest (directly) in 5,693 acres
in Federal OCS Lease P-0409 which is immediately adjacent to the
Lion Rock Unit and contains a portion of the San Miguel Field
reservoir. The Lion Rock Unit is operated by Aera Energy LLC. An
aggregate of 13 test wells have been drilled on the Lion Rock
Unit and OCS lease P-0409. Nine of these wells were completed
and tested and indicated the presence of oil and
gas in the Monterey Formation. The test wells were drilled as
follows: one well was drilled by Socal (now Chevron) in 1965; six
wells were drilled by Phillips Petroleum, one in 1982, two in
1983, two in 1984 and one in 1985; six wells were drilled by
Occidental Petroleum in Lease P-0409, three in 1983 and three in
1984.
The Lion Rock Unit and Lease P-0409 are located in the
Offshore Santa Maria Basin eight to ten miles from the coastline
(see Map). Water depths range from 300 feet to 600 feet in the
area of the field. It is anticipated that any oil and gas
produced at Lion Rock and P-0409 will be processed at a new facility in
the onshore Santa Maria Basin or at the existing Lompoc facility
(see Map). The oil would then be transported out of Santa Barbara County in
the All American Pipeline or the Tosco-Unocap Pipeline (see Map).
Offshore pipeline distance will be eight to ten
miles, depending on the point of landfill. Delta's share of the
estimated capital costs to develop the Lion Rock/San Miguel field
is approximately $113,000,000.
The Lion Rock Unit and Lease P-0409 are currently held under
a Suspension of Operations until March 31, 1999. Thereafter, the
Unit operator will carry out a Schedule of Events under a
Suspension of Production. The Schedule of Events will include
interpretation of the 3D seismic survey and the preparation of an
updated Plan of Development leading to production. Additional
delineation wells may or may not be drilled depending on the
outcome of the interpretation of the 3D survey.
Sword Unit. The Company holds a 2.492% working interest
(directly 1.6189% and through Amber .8731%) in the Sword Unit.
This 12,240 acre unit is operated by Conoco, Inc. In aggregate,
three wells have been drilled on this unit, of which two wells
were completed and tested in the Monterey formation with
calculated flow rates of from 4,000 to 5,000 Bbls per day with an
estimated average gravity of 10.6 degrees API. The
two completed test wells were drilled by Conoco, one in 1982 and
the second in 1985.
The Sword field is located in the western Santa Barbara
Channel ten miles west of Point Conception and five miles south
of Point Arguello's field Platform Hermosa (see Map). Water
depths range from 1000 feet to 1800 feet in the area of the
field. It is anticipated that any oil and gas produced from
the Sword Field will likely be processed at the existing Gaviota
consolidated facility and the oil would then be transported out
of Santa Barbara County in the All American Pipeline (see Map).
Access to the Gaviota plant is through Platform Hermosa and the
existing Point Arguello Pipeline system. A pipeline laid from a platform
located in the northern area of the Sword field to Platform
Hermosa will be approximately five miles in length. Delta's
share of the estimated capital costs to develop the Sword field
is approximately $19,300,000.
The Sword Unit leases are currently held under a Suspension
of Operations until March 31, 1999. Thereafter, the Unit
operator will carry out a Schedule of Events under a Suspension
of Production. Included in the Schedule of Events will be
preparation of an updated Exploration Plan which is expected
to include plans to drill an additional delineation well.
Map depicting Santa Barbara County, California
oil and gas facilities in relation to offshore
federal units in which the Company owns interests.
Production
The Company is not obligated to provide a fixed and
determined quantity of oil and gas in the future under existing
contracts or agreements. During the years ended June 30, 1998,
1997 and 1996, the Company has not had, nor does it now have, any
long-term supply or similar agreements with governments or
authorities pursuant to which the Company acted as producer. The
following table sets forth the Company's production, average
sales prices and average production costs during the periods indicated:
Year Ended Year Ended Year Ended
June 30, June 30, June 30,
1998 1997 1996
Production:
Oil (barrel) 11,632 7,755 10,713
Natural Gas (per Mcf) 457,758 644,256 499,294
Average sales price:
Oil (per barrel) $16.46 22.36 17.74
Natural Gas (per Mcf) $2.26 2.41 1.71
Production costs
(per Mcf equivalent) $.67 .85 .78
The profitability of the Company's oil and gas production
activities is affected by the fluctuations in the sale prices of
its oil and gas production.
Productive Wells and Acreage
The table below shows, as of June 30, 1998, the approximate
number of gross and net producing oil and gas wells by state and
their related developed acres owned by the Company. Calculations
include 100% of wells and acreage owned by Delta and by Amber.
Productive wells are producing wells capable of production,
including shut-in wells. Developed acreage consists of acres
spaced or assignable to productive wells.
Oil (1) Gas Developed Acres
Gross (2) Net (3) Gross (2) Net (3) Gross (2) Net (3)
Texas 4 1.82 0 .0 1,558 393
Colorado 8 .8 13 10.3 2,560 2,127
Oklahoma 1 .1 58 3.68 4,793 1,857
California 0 .0 6 .67 800 100
Wyoming 0 .0 6 1.2 960 192
13 2.72 83 15.85 30,671 4,669
(1) All of the wells classified as "oil" wells are also
productive of various amounts of natural gas.
(2) A "gross well" or "gross acre" is a well or acre in which a
working interest is held. The number of gross wells or acres
is the total number of wells or acres in which a working
interest is owned.
(3) A "net well" or "net acre" is deemed to exist when the sum
of fractional ownership interests in gross wells or acres
equals one. The number of net wells or net acres is the sum of
the fractional working interests owned in gross wells or gross
acres expressed as whole numbers and fractions thereof.
Undeveloped Acreage
At June 30, 1998, the Company held undeveloped acreage by
state as set forth below:
Undeveloped Acres (1) (2)
Location Gross Net
California, offshore(3) 50,805 4,244
California, onshore 21,760 2,837
Colorado 17,018 14,375
Wyoming 9,696 1,939
Oklahoma 3,360 271
Total 102,639 23,666
(1) Undeveloped acreage is considered to be those lease acres on
which wells have not been drilled or completed to a point
that would permit the production of commercial quantities of
oil and gas, regardless of whether such acreage contains
proved reserves.
(2) Includes acreage owned by Amber.
(3) Consists of Federal leases offshore California near Santa
Barbara.
Drilling Activity
During the periods indicated, the Company drilled or
participated in the drilling of the following productive and
nonproductive Exploratory and Development Wells:
Year Ended Year Ended Year Ended
June 30, 1998 June 30, 1997 June 30, 1996
Gross Net Gross Net Gross Net
Exploratory Wells(1):
Productive:
Oil. . . . . . 0 .0 0 .0 0 .0
Gas. . . . . . 5 .545 0 .0 0 .0
Nonproductive. 1 .113 1 1.0 0 .0
Total. . . . . 6 .658 1 1.0 0 .0
Development Wells(1):.
Productive:
Oil. . . . . . .0 .0 0 .0 0 .0
Gas. . . . . . 1 .042 4 .2 2 .1
Nonproductive. . 0 .0 0 .0 0 .0
Total. . . . . 1 .042 4 .2 2 .1
Total Wells(1):
Productive:
Oil. . . . . . .0 .0 0 .0 0 .0
Gas. . . . . 6 .587 4 .2 2 .1
Nonproductive. . 1 .113 1 1.0 0 .0
Total Wells. . 7 .700 5 1.2 2 .1
(1) Does not include wells in which the Company had only a
royalty interest.
Present Drilling Activity
Between July 1, 1998 and April 23, 1999, the Company
participated in the drilling of nine new wells on its properties
in the Sacramento Basin. Three of the nine wells are successful
and will be selling gas within a few weeks.
SELLING SHAREHOLDERS
The following table indicates the Selling Shareholders
currently known to the Company. The calculations are based upon
outstanding shares at April 23, 1999 of 6,020,302.
Number of
Shares of
Common Stock % Held
Owned Prior to Prior to Common Stock
Name the Offering Offering to be Sold
Burdette A. Ogle 761,891(1) 12.65% 100,000(1)
GlobeMedia AG 500,000(2) 8.31% 500,000(2)
Terry D. Enright 30,000(3) 0.50% 15,000(3)
Kent Lina 2,000(4) 0.03% 2,000(4)
Estate of
Don E. Mettler 23,125(5) 0.38% 10,000(6)
James S. & Mindy
Cassel 21,438(7) 0.35% 21,438(7)
Scott E. Salpeter 625(8) 0.01% 625(8)
Steven B. Bronson 35,219(9) 0.58% 35,219(9)
Eric R. Elliott 1,531(10) 0.03% 1,531(10)
Barry F. Booth 1,531(11) 0.03% 1,531(11)
Barry E. Steiner 625(12) 0.01% 625(12)
Bruce C. Barber 1,531(13) 0.03% 1,531(13)
TOTAL 1,379,516 22.91% 689,500
Number of
Shares of % Held
Common Stock After
Owned After the
the Offering Offering
Burdette A. Ogle 661,891 9.86%
GlobeMedia AG -0- -0-
Terry D. Enright 15,000 0.22%
Kent Lina -0- -0-
Estate of
Don E. Mettler 13,125 0.20%
James S. & Mindy
Cassel -0- -0-
Scott E. Salpete -0- -0-
Steven B. Bronson -0- -0-
Eric R. Elliott -0- -0-
Barry F. Booth -0- -0-
Barry E. Steiner -0- -0-
Bruce C. Barber -0- -0-
TOTAL 690,016 10.28%
1. Includes 100,000 shares of the Company's common
stock underlying a currently exercisable warrant to purchase
100,000 shares at a purchase price of $8.00, subject to a call
provision by the Company under certain circumstances.
2. Includes 25,000 shares underlying a currently
exercisable warrant to purchase 25,000 shares of the Company's
common stock at a purchase price of $1.25 per share, 25,000
shares underlying a currently exercisable warrant to purchase
25,000 shares of the Company's common stock at a purchase price
of $1.25 per share, 50,000 shares underlying a currently
exercisable warrant to purchase 50,000 shares of the Company's
common stock at a purchase price of $1.25 per share, 50,000
shares underlying a currently exercisable warrant to purchase
50,000 shares of the Company's common stock at a purchase price
of $1.75 per share, 50,000 shares underlying a currently
exercisable warrant to purchase 50,000 shares of the Company's
common stock at a purchase price of $3.00 per share, 50,000
shares underlying a currently exercisable warrant to purchase
50,000 shares of the Company's common stock at a purchase price
of $3.2 per share, 50,000 shares underlying a currently
exercisable warrant to purchase 50,000 shares of the Company's
common stock at a purchase price of $3.50 per share, 50,000
shares underlying a currently exercisable warrant to purchase
50,000 shares of the Company's common stock at a purchase price
of $4.00 per share, 50,000 shares underlying a currently
exercisable warrant to purchase 50,000 shares of the Company's
common stock at a purchase price of $4.50 per share, 50,000
shares underlying a currently exercisable warrant to purchase
50,000 shares of the Company's common stock at a purchase price
of $5.00 per share, and 50,000 shares underlying a currently
exercisable warrant to purchase 50,000 shares of the Company's
common stock at a purchase price of $5.50 per share. The
beneficial owner of the GlobeMedia AG shares is Karl Heinz-
Spoddig.
3. Includes 7,500 shares of the Company's common stock
underlying a currently exercisable option to purchase shares at
$3.30 per share, 7,500 shares of the Company's common stock
underlying a currently exercisable option to purchase shares at
$3.15 per share, 5,000 shares of the Company's common stock
underlying a currently exercisable warrant to purchase shares at
$1.25 per share, 10,000 shares of the Company's
common stock underlying a currently exercisable warrant to
purchase shares at $3.50 per share. Mr. Enright is a
director of the Company.
4. Includes 2,000 shares of the Company's common
stock underlying exercisable warrant to purchase shares at a
price of $1.25 per share.
5. Includes 7,500 shares of the Company's common
stock underlying a currently exercisable option to purchase
shares at $3.30 per share, 5,625 of the Company's common stock
underlying a currently exercisable option to purchase shares at
$3.21 per share and 10,000 shares of the Company's common stock
underlying a currently exercisable warrant to purchase shares at
$3.50 per share. Mr. Mettler was a director of the Company until
his death on September 3, 1996.
6. Includes 10,000 shares of the Company's common
stock underlying a currently exercisable warrant to purchase
shares at $3.50 per share.
7. Shares underlying a currently exercisable
warrant to purchase 21,438 shares of the Company's common stock
at a price of $6.125 per share.
8. Shares underlying a currently exercisable
warrant to purchase 625 shares of the Company's common stock at a
price of $6.125 per share.
9. Shares underlying a currently exercisable
warrant to purchase 35,219 shares of the Company's common stock
at a price of $6.125 per share.
10. Shares underlying a currently exercisable
warrant to purchase 1,531 shares of the Company's common stock at
a price of $6.125 per share.
11. Shares underlying a currently exercisable
warrant to purchase 1,531 shares of the Company's common stock at
a price of $6.125 per share.
12. Shares underlying a currently exercisable
warrant to purchase 625 shares of the Company's common stock at a
price of $6.125 per share.
13. Shares underlying a currently exercisable
warrant to purchase 1,531 shares of the Company's common stock at
a price of $6.125 per share.
The Company will not receive any proceeds from the sale of
Common Stock by any of the Selling Shareholders listed above
except such proceeds as may be received by the Company upon the
exercise of outstanding warrants or options by the Selling
Shareholders. The Company has the unilateral right to reduce the
exercise price of each of the warrants and options listed above,
and may do so if deemed to be in the best interests of the
Company and its shareholders in the reasonable business judgment
of the Board of Directors. The Company has agreed to pay for all
costs and expenses incident to the issuance, offer, sale and
delivery of the Common Stock, including, but not limited to, all
expenses and fees of preparing, filing and printing the
Registration Statement and Prospectus and related exhibits,
amendments and supplements thereto and mailing of such items.
The Company will not pay selling commissions and expenses
associated with any such sales by any of the Selling
Shareholders. The Selling Shareholders have advised
the Company that sales of shares of the Company's Common Stock
may be made from time to time by and for their respective
accounts in one or more transactions in the over-the-counter
market, in negotiated transactions or otherwise, at prices
related to the prevailing market prices or at negotiated prices.
PLAN OF DISTRIBUTION
The Common Stock registered hereunder may be sold from time
to time by the Selling Shareholders. Such sales may be made in
the over-the-counter market or otherwise at prices and at terms
then prevailing or at prices related to the then current market
price, or in negotiated transactions. The Common Stock may be
sold by one or more of the following methods: (i) a block trade
in which the broker or dealer so engaged will attempt to sell the
Common Stock as agent for the Selling Shareholders; and (ii)
ordinary brokerage transactions and transactions in which the
broker solicits purchasers. In effecting sales, brokers or
dealers engaged by the Selling Shareholders may arrange for other
brokers or dealers to participate. Brokers or dealers will
receive commissions from the Selling Shareholders in amounts to
be negotiated immediately prior to the sale. Such brokers or
dealers and any other participating brokers or dealers may be
deemed to be "underwriters" within the meaning of the Securities
Act in connection with such sales.
The Selling Shareholders have advised the Company that sales
of the Common Stock registered hereby may be effected from time
to time in transactions (which may include block transactions) in
the NASDAQ market, in negotiated transactions, through the
writing of options on the Common Stock, or a combination of such
methods of sale, at fixed prices which may be charged, at market
prices prevailing at the time of sale, or at negotiated prices.
The Selling Shareholders may effect such transactions by
selling Common Stock directly to purchasers or to or through
broker-dealers which may act as agents or principals. Such
broker-dealers may receive compensation in the form of discounts,
concessions, or commissions from the Selling Shareholders and/or
the purchasers of Common Stock for whom such broker-dealers may
act as agents or to whom they sell as principal, or both. The
Selling Shareholders and any broker-dealers that act in
connection with the sale of the Common Stock might be deemed to
be "underwriters" within the meaning of Section 2(11) of the Act
and any commissions received by them and any profit on the resale
of the Common Stock as principal might be deemed to be
underwriting discounts and commissions under the Securities Act.
The Selling Shareholders may agree to indemnify any agent,
dealer or broker-dealer that participates in transactions
involving sales of the Common Stock against certain liabilities,
including liabilities arising under the Securities Act.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or
persons controlling the Company pursuant to the foregoing
provisions, the Company has been informed that in the opinion of
the Securities and Exchange Commission such indemnification is
against public policy as expressed in such Act and is therefore
unenforceable.
DESCRIPTION OF COMMON STOCK
The Company is authorized to issue 300,000,000 shares of its
$.01 par value Common Stock, of which 6,020,302 shares were
issued and outstanding as of Aril 23, 1999. Holders of
Common Stock are entitled to cast one vote for each share held of
record on all matters presented to shareholders. Shareholders do
not have cumulative rights; hence, the holders of more than 50%
of the outstanding Common Stock can elect all directors.
Holders of Common Stock are entitled to receive such
dividends as may be declared by the Board of Directors out of
funds legally available therefor and, in the event of
liquidation, to share pro rata in any distribution of the
Company's assets after payment of all liabilities. The Company
does not anticipate that any dividends on Common Stock will be
declared or paid in the foreseeable future. Holders of Common
Stock do not have any rights of redemption or conversion or
preemptive rights to subscribe to additional shares if issued by
the Company. All of the outstanding shares of the Company's
Common Stock are fully paid and nonassessable.
A total of 918,980 shares of the Company's Common Stock that
are owned by Underwriters Financial Group, Inc. are subject to a
voting agreement with the Company, whereby Aleron H. Larson, Jr.
and Roger A. Parker, the Chief Executive Officer and President of
the Company, respectively, have the right to vote the shares
owned by UFG. The voting agreement does not apply if the shares
are sold to persons who, upon such purchase, would not be deemed
affiliates of the Company or UFG.
EXPERTS
The consolidated balance sheets of the Company as of June 30,
1998 and 1997 and the related consolidated statements of
operations, shareholders' equity, and cash flows for the years
then ended, have been incorporated by reference herein and in the
registration statement in reliance upon the report of KPMG Peat
Marwick LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing.
LEGAL MATTERS
The validity of the issuance of the Common Stock offered
hereby will be passed upon for the Company by Krys Boyle Freedman
& Sawyer, P.C., Denver, Colorado.
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE
ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED
BY REFERENCE IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO
SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER
THAN THE COMMON STOCK OFFERED BY THIS PROSPECTUS. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION
OF AN OFFER TO BUY ANY COMMON STOCK IN ANY CIRCUMSTANCES IN
WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL,
UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR
THAT THE INFORMATION CONTAINED BY REFERENCE HEREIN IS CORRECT AS
OF ANY TIME SUBSEQUENT TO ITS DATE.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table itemizes the estimated expenses to be
incurred by the Company in connection with the issuance and
distribution of the securities being registered hereby.
SEC Registration Fee.................... $ 6,453.67
Transfer Agent Fees..................... -
Legal Fees and Expenses................. 20,000.00
Accounting Fees and Expenses............ 10,000.00
Miscellaneous........................... 10,000.00
Total................................. $46,453.67
Item 15. Indemnification of Directors and Officers.
The Colorado Business Corporation Act (the "Act") provides
that a Colorado corporation may indemnify a person made a party
to a proceeding because the person is or was a director against
liability incurred in the proceeding if (a) the person conducted
himself or herself in good faith, and (b) the person reasonably
believed: (i) in the case of conduct in an official capacity with
the corporation, that his or her conduct was in the corporation's
best interests; and (ii) in all other cases, that his or her
conduct was at least not opposed to the corporation's best
interests; and (iii) in the case of any criminal proceeding, the
person had no reasonable cause to believe his or her conduct was
unlawful. The termination of a proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent is not, of itself, determinative that the director did
not meet the standard of conduct described in the Act. The Act
also provides that a Colorado corporation is not permitted to
indemnify a director (a) in connection with a proceeding by or in
the right of the corporation in which the director was adjudged
liable to the corporation; or (b) in connection with any other
proceeding charging that the director derived an improper
personal benefit, whether or not involving action in an official
capacity, in which proceeding the director was adjudged liable on
the basis that he or she derived an improper personal benefit.
Indemnification permitted under the Act in connection with a
proceeding by or in the right of the corporation is limited to
reasonable expenses incurred in connection with the proceeding.
Article X of the Company's Articles of Incorporation provides
as follows:
"ARTICLE X
INDEMNIFICATION
The corporation may:
(A) Indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal,
administrative, or investigative (other than an action by or in
the right of the corporation), by reason of the fact that he is
or was a director, officer, employee, or agent of the corporation
or is or was serving at the request of the corporation as a
director, officer, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise, against
expenses (including attorneys' fees), judgments, fines, and
amounts paid in settlement actually and reasonably incurred by
him in connection with such action, suit, or proceeding, if he
acted in good faith and in a manner he reasonably believed to be
in the best interest of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful. The termination of any action, suit,
or proceeding by judgment, order, settlement, or conviction or
upon a plea of nolo contendere or its equivalent shall not of
itself create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be in the
best interest of the corporation and, with respect to any
criminal action or proceeding, had reasonable cause to believe
his conduct was unlawful.
(B) The corporation may indemnify any person who was or is
a party or is threatened to be made a party to any threatened,
pending, or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, officer, employee, or agent of
the corporation or is or was serving at the request of the
corporation as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and
in a manner he reasonably believed to be in the best interest of
the corporation; but no indemnification shall be made in respect
of any claim, issue, or matter as to which such person has been
adjudged to be liable for negligence or misconduct in the
performance of his duty to the corporation unless and only to the
extent that the court in which such action or suit was brought
determines upon application that, despite the adjudication of
liability, but in view of all circumstances of the case, such
person is fairly and reasonably entitled to indemnification for
such expenses which such court deems proper.
(C) To the extent that a director, officer, employee, or
agent of a corporation has been successful on the merits in
defense of any action, suit, or proceeding referred to in (A) or
(B) of this Article X or in defense of any claim, issue, or
matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by
him in connection therewith.
(D) Any indemnification under (A) or (B) of this Article X
(unless ordered by a court) and as distinguished from (C) of this
Article shall be made by the corporation only as authorized in
the specific case upon a determination that indemnification of
the director, officer, employee, or agent is proper in the
circumstances because he has met the applicable standard of
conduct set forth in (A) or (B) above. Such determination shall
be made by the board of directors by a majority vote of a quorum
consisting of directors who were not parties to such action,
suit, or proceeding, or, if such a quorum is not obtainable or,
even if obtainable, if a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or by
the shareholders.
(E) Expenses (including attorneys' fees) incurred in
defending a civil or criminal action, suit, or proceeding may be
paid by the corporation in advance of the final disposition of
such action, suit, or proceeding as authorized in (C) or (D) of
this Article X upon receipt of an undertaking by or on behalf of
the director, officer, employee, or agent to repay such amount
unless it is ultimately determined that he is entitled to be
indemnified by the corporation as authorized in this Article X.
(F) The indemnification provided by this Article X shall
not be deemed exclusive of any other rights to which those
indemnified may be entitled under any applicable law, bylaw,
agreement, vote of shareholders or disinterested directors, or
otherwise, and any procedure provided for by any of the
foregoing, both as to action in his official capacity and as to
action in another capacity while holding such office, and shall
continue as to a person who has ceased to be a director, officer,
employee, or agent and shall inure to the benefit of heirs,
executors, and administrators of such a person.
(G) The corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee
or agent of the corporation or who is or was serving at the
request of the corporation as a director, officer, employee, or
agent of another corporation, partnership, joint venture, trust,
or other enterprise against any liability asserted against him
and incurred by him in any such capacity or arising out of his
status as such, whether or not the corporation would have the
power to indemnify him against such liability under provisions of
this Article X."
Item 16. Exhibits.
Exhibit
Number Description of Exhibit
3.1 Articles of Incorporation of Delta Petroleum
Corporation (incorporated by reference to Exhibit 3.1
to the Company's Form 10 filed September 9, 1987 with
the Securities and Exchange Commission).
3.2 Bylaws of Delta Petroleum Corporation (incorporated by
reference to Exhibit 3.2 to the Company's Form 10 filed
September 9, 1987 with the Securities and Exchange
Commission).
4.1 Statement of Designation and Determination of
Preferences of Series A Convertible Preferred Stock is
incorporated by reference to Exhibit 28.3 of the
Current Report on Form 8-K dated June 15, 1988.
4.2 Statement of Designation and Determination of
Preferences of Series B Convertible Preferred Stock is
incorporated by reference to Exhibit 28.1 of the
Current Report on Form 8-K dated August 9, 1989.
4.3 Statement of Designation and Determination of
Preferences of Series C Convertible Preferred Stock is
incorporated by reference to Exhibit 4.1 of the Current
Report on Form 8-K dated June 27, 1996.
5.1 Opinion of Krys Boyle Freedman & Sawyer, P.C. regarding
legality. Previously filed with S-3 Amendment #5.
23.1 Consent of KPMG LLP,
Filed herewith electronically.
23.2 Consent of Krys Boyle Freedman & Sawyer, P.C.
(contained in Exhibit 5.1). Previously filed with
S-3 Amendment #5.
23.3 Consent of Kent B. Lina, Petroleum Engineer.
Previously filed with S-3 Amendment #5.
24.1 Power of Attorney (contained in the Signature section
of this Registration Statement).
Item 17. Undertakings.
The undersigned Company hereby undertakes:
(1) to file, during any period in which offers or sales are
being made, a post-effective amendment to the registration
statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the registration statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement.
(2) That for purposes of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(4) That, for purposes of determining any liability under
the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference
in the registration statement shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at the time shall be
deemed to be the initial bona fide offering.
(5) That, insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company
in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the Company
will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
SIGNATURES
In accordance with the requirements of the Securities Act of
1933, the Company certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-3 and has duly caused this Amendment No. 9 to the Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Denver and State of
Colorado on the 28th day of April, 1999.
DELTA PETROLEUM CORPORATION
By s/Aleron H. Larson, Jr.
Aleron H. Larson, Jr., Secretary,
Chairman of the Board, Treasurer,
and Principal Financial Officer
In accordance with the requirements of the Securities Act of
1933, this Amendment No. 9 to the Registration Statement has been
signed below by the following persons in the capacities and on
the date indicated.
Signatures Title Date
s/Aleron H. Larson, Jr. Principal Financial 04/28/99
Aleron H. Larson, Jr. Officer, Chairman
of the Board, Treasurer,
Secretary and Director
s/Roger A. Parker President and _______
Roger A. Parker* Director
s/Kevin K. Nanke Controller and _______
Kevin K. Nanke* Principal Accounting
Officer
s/Terry D. Enright Director _______
Terry D. Enright*
s/Jerrie F. Eckelberger Director _______
Jerrie F. Eckelberger*
* The signator, Director and/or Officer of Delta Petroleum
Corporation (the "Company") further does hereby constitute and
appoint Aleron H. Larson, Jr., his true and lawful attorney and
agent, with power of substitution, to sign a Registration
Statement under the Securities Act of 1933 to be filed with the
Securities and Exchange Commission, and to do any and all acts
and things and to execute any and all instruments for him in his
name and in the capacity indicated above, which said attorney and
agent may deem necessary or advisable to enable the Company to
comply with the Securities Act of 1933, as amended, and any
rules, regulations and requirements of the Securities and
Exchange Commission, in connection with such Registration
Statement, including specifically, but without limitation, power
and authority to sign for him in his name and in the capacity
indicated above, any and all amendments (including post-effective
amendments) thereto; and he does hereby ratify and confirm all
that said attorney and agent, or his substitute or substitutes,
or any of them, shall do or cause to be done by virtue of this
Power of Attorney.
Consent of Independent Auditors
The Board of Directors
Delta Petroleum Corporation:
We consent to the incorporation by reference in Amendment No. 9
to the registration statement on Form S-3 (No. 33-91452) of Delta
Petroleum Corporation of our report dated September 18, 1998
relating to the consolidated balance sheets of Delta Petroleum
Corporation and subsidiary as of June 30, 1998 and 1997, and the
related consolidated statements of operations, stockholders'
equity, and cash flows for the years then ended, which report
appears in the June 30, 1998 Annual Report on Form 10-KSB/A of
Delta Petroleum Corporation, and to the reference to our firm
under the heading "Experts" in the prospectus.
s/KPMG LLP
KPMG LLP
Denver, Colorado
April 28, 1999
