8-K 1 eight-k.txt 8-K -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ________ FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 15, 2005 CASTLE ENERGY CORPORATION -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) DELAWARE -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation or Organization) 0-10990 76-0035225 ----------------------- ------------------------------------ (Commission File Number) (I.R.S. Employer Identification No.) 357 South Gulph Road, Suite 260, King of Prussia, PA 19406 -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (610) 992-9900 -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) ________________________________________________________________________________ (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below): [_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 230.14a-12(b)) [_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) -------------------------------------------------------------------------------- ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS As a result of the death of Mr. Joseph L. Castle II on August 15, 2005 (see Item 8.01 below), the Company's Board of Directors appointed Mr. Sidney F. Wentz, Chairman; Richard E. Staedtler, President and Chief Executive Officer and Mary A. Cade, Chief Financial Officer. Mr. Wentz has been a director of the Company since July of 1995. Mr. Staedtler, currently the Company's Chief Financial Officer and a director, has served with the Company for 20 years in several positions. Mrs. Cade, currently the Company's Controller, has served in various positions with the Company for twelve years. ITEM 8.01 OTHER EVENTS The Company reports with great regret the unexpected passing of its beloved founder, Chairman and Chief Executive Officer, Joseph L. Castle II, on August 15, 2005. Under Mr. Castle's leadership, the Company grew into a mid-sized public energy company which had exploration and production and natural gas marketing operations in fourteen states. In addition to his positions with the Company, Mr. Castle served as a director of Comcast Corporation, Charming Shoppes Inc., and was a director and/or trustee of several prominent charitable, civic and religious organizations. His goodwill and generosity were known to all who knew him. He will be sorely missed by the officers, directors and employees of the Company. -2- SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CASTLE ENERGY CORPORATION Date: August 18, 2005 By: /s/ RICHARD E. STAEDTLER --------------------------------- ------------------------------ Richard E. Staedtler Chief Executive Officer -3-

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

________

FORM 8-K

Current Report Pursuantto Section 13 or 15(d) of theSecurities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): January 28, 2005

CASTLE ENERGY CORPORATION (Exact Name of Registrant as Specified in Charter)

DELAWARE(State or Other Jurisdiction of Incorporation or Organization)

0-10990	76-0035225
(Commission File Number)	(I.R.S. Employer Identification No.)

357 South Gulph Road, Suite 260, King of Prussia	PA 19406
(Address of Principal Executive Offices)	(Zip Code)

(610) 992-9900(Registrant’s telephone number, including area code)

One Radnor Corporate Center, Suite 250, 100 Matsonford Road, Radnor, PA 19087(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 230.14a-12(b)) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 4.01. Changes in Registrant’s Certifying Accountants

KPMG LLP (“KPMG”) was previously the principal accountants for Castle Energy Corporation (the “Company”). On January 26, 2005, KPMG was dismissed as independent public accountants for the Company, effective upon that date, and, on January 26, 2005, Grant Thornton LLP was appointed as the new independent public accountants. The decision to dismiss KPMG and to appoint Grant Thornton LLP was approved by the Audit Committee with the concurrence of the Board of Directors.

KPMG’s audit reports on the Company’s financial statements as of and for the years ended September 30, 2004 and 2003 did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.

In connection with the audits of the two fiscal years ended September 30, 2004, and the subsequent interim period through January 26, 2005, there were no disagreements with KPMG on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of KPMG, would have caused them to make reference to the subject matter of the disagreements in connection with their opinion; and there were no reportable events as defined in Item 304 (a) (1) (v) of Regulation S-K.

The Company provided KPMG with a copy of this Item and requested that KPMG furnish the Company with a letter addressed to the Commission stating whether it agrees with the statements by the Company in this Item and, if not, stating the respects in which it does not agree. A letter from KPMG to such effect is attached hereto as Exhibit 16.1.

During the Company’s two most recent fiscal years and through the date of this Form 8-K, the Company did not consult Grant Thornton LLP with respect to the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statement, or any other matters or reportable events listed in Items 304 (a) (2) (I) and (ii) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits

(a) None.

(b) None.

Exhibits	Description of Exhibits
16.1	Letter of KPMG LLP regarding change in certifying accountant.
99.1	Press Release

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		CASTLE ENERGY CORPORATION
Date: January 28, 2005	By:	/s/ RICHARD E. STAEDTLER
		Richard E. Staedtler Chief Financial Officer

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