SEC Info  
   Home     Search     My Interests     Help     Sign In     Please Sign In  

Kestrel Energy Inc · 424B3 · On 3/16/00

Filed On 3/16/00   ·   Accession Number 895755-0-60   ·   SEC File 333-31336

  in   Show  and 
Help... Wildcards:  ? (any letter),  * (many).  Logic:  for Docs:  & (and),  | (or);  for Text:  | (anywhere),  "(&)" (near).
 
  As Of                Filer                Filing    For/On/As Docs:Size              Issuer               Agent

 3/16/00  Kestrel Energy Inc                424B3                  1:44K                                    Gorsuch Kirgis LLP/FA

Prospectus   —   Rule 424(b)(3)
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 424B3       Prospectus                                            21±    76K 



PROSPECTUS KESTREL ENERGY, INC. 2,768,271 SHARES COMMON STOCK 728,250 WARRANTS --------------------- This prospectus relates to 2,768,271 shares and 728,250 warrants that may be sold from time to time by the selling shareholders named in this prospectus. The shares offered include 950,000 shares sold in a private placement by us in December 1999; 728,250 shares, subject to adjustment, for exercise of the warrants; and 1,080,021 shares issued in private placements by us in June 1992, January 1994 and May 1994. The warrants were distributed by us as a dividend to our shareholders and entitle the holder to purchase an equal number of shares of our common stock at an exercise price of $3.125 per share. This offering is not being underwritten. The offering price for the common stock that may be sold by the selling shareholders may be the market price for our common stock prevailing at the time of sale, a price related to the prevailing market price, a negotiated price or such other prices as the selling shareholders determine from time to time. Our warrants do not have an established trading market and will not be listed on any securities exchange. The offering price for the warrants that may be sold by the selling shareholders may be the market price, if a market develops, a negotiated price or such other prices as the selling shareholders determine from time to time. We will receive up to $2,275,781 upon the exercise of the warrants by our shareholders, based upon an exercise price of $3.125 per share. We will not receive any proceeds from the sales of common stock or warrants by the selling shareholders. Our common stock is traded on the Nasdaq SmallCap Market under the symbol "KEST." On March 9, 2000, the last reported sale price of the common stock was $2.875 per share. INVESTING IN SHARES OF OUR COMMON STOCK INVOLVES RISK. YOU SHOULD CAREFULLY CONSIDER THE RISK FACTORS BEGINNING ON PAGE 3. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. KESTREL ENERGY, INC. 999 18th Street, Suite 2490 Denver, Colorado 80202 (303) 295-0344 The date of this Prospectus is March 10, 2000. TABLE OF CONTENTS Risk Factors 3 Forward-Looking Statements 6 Where You Can Find More Information 6 Our Business 7 Recent Developments 7 Stock Ownership of Principal Shareholders and Management 8 Use of Proceeds 9 Selling Shareholders 9 Plan of Distribution 15 Experts 16 Legal Matters 16 You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus. The selling shareholders are offering to sell, and seeking offers to buy, shares of common stock and warrants only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of common stock. RISK FACTORS WE MUST CONTINUE TO EXPAND OUR OPERATIONS Our long term success is ultimately dependent on our ability to expand our revenue base through the acquisition of producing properties and, to a much greater extent, by successful results in our exploration efforts. We have recently made significant investments in exploration properties in the Green River Basin in Wyoming. There is no assurance that these acquisitions or other acquisitions will be as successful as projected. Although our international exploration program has been relatively low risk for us because of the smaller investments we have made in those high risk drilling programs, we have made a larger investment in specific properties in the Green River Basin. All of our exploration projects are subject to failure and the loss of our investment. PRICES OF OIL AND NATURAL GAS FLUCTUATE WIDELY BASED ON MARKET CONDITIONS AND ANY DECLINE WILL ADVERSELY AFFECT OUR FINANCIAL CONDITION Our revenues, operating results, cash flow and future rate of growth are very dependent upon prevailing prices for oil and gas. For the fiscal year ended June 30, 1999, approximately 82% of our revenue was from the sale of oil and gas. Historically, oil and gas prices and markets have been volatile and not predictable, and they are likely to continue to be volatile in the future. Prices for oil and gas are subject to wide fluctuations in response to relatively minor changes in the supply of and demand for oil and gas, market uncertainty and a variety of additional factors that are beyond our control, including: o political conditions in the Middle East o the supply and price of foreign oil and gas o the level of consumer product demand o the price and availability of alternative fuels o the effect of federal and state regulation of production and transportation o the proximity of our natural gas to pipelines and their capacity WE MUST REPLACE THE RESERVES WE PRODUCE A substantial portion of our oil and gas properties are proved undeveloped reserves and probable reserves. Successful development and production of those reserves cannot be assured. Additional drilling will be necessary in future years both to maintain production levels and to define the extent and recoverability of existing reserves. There is no assurance that our present oil and gas wells will continue to produce at current or anticipated rates of production, that development drilling will be successful, that production of oil and gas will commence when expected, that there will be favorable markets for oil and gas which may be produced in the future or that production rates achieved in early periods can be maintained. THERE ARE MANY RISKS IN DRILLING OIL AND GAS WELLS The cost of drilling, completing and operating wells is often uncertain. Moreover, drilling may be curtailed, delayed or canceled as a result of many factors, including title problems, weather conditions, shortages of or delays in delivery of equipment, as well as the financial instability of well operators, major working interest owners and well servicing companies. Our gas wells may be shut-in for lack of a market until a gas pipeline or gathering system with available capacity is extended into our area. Our oil wells may have production curtailed until production facilities and delivery arrangements are acquired or developed for them. WE FACE INTENSE COMPETITION The oil and natural gas industry is highly competitive. We compete with others for property acquisitions and for opportunities to explore or to develop and produce oil and natural gas. We have formed acquisition joint ventures with several other companies, including Victoria Petroleum N.L. and other affiliates, which have allowed us more access to acquisition candidates and to share the evaluation costs with them. We face strong competition from many companies and individuals with greater capital, financial resources and larger technical staffs. We also face strong competition in procuring services from a limited pool of laborers, drilling service contractors and equipment vendors. THE AMOUNT OF INSURANCE WE CARRY MAY NOT BE SUFFICIENT TO PROTECT US We, our partners, co-venturers and well operators maintain general liability insurance but it may not cover all future claims. If a large claim is successfully asserted against us, we might not be covered by insurance, or it might be covered but cause us to pay much higher insurance premiums or a large deductible or co-payment. Furthermore, regardless of the outcome, litigation involving our operations, or even insurance companies disputing coverage could divert management's attentions and energies away from operations. The nature of the oil and gas business involves a variety of operating hazards such as fires, explosions, cratering, blow-outs, adverse weather conditions, pollution and environmental risks, encountering formations with abnormal pressures, and, in horizontal wellbores, the increased risk of mechanical failure and collapsed holes, the occurrence of any of which could result in substantial losses to us. OUR SUCCESS MAY BE DEPENDENT ON OUR ABILITY TO RETAIN TIM HOOPS, RICK VINE, JOHN KOPCHEFF, BOB PETT AND IRA PASTERNACK AS KEY PERSONNEL We believe that the oil and gas exploration and development and related management experience of our key personnel is important to our success. The active participation in Kestrel of Timothy L. Hoops, our president, Richard L. Vine, vice president of Engineering, John T. Kopcheff, vice president of International, Robert J. Pett, our chairman, and Ira Pasternack, vice president of Exploration, is a necessity for our continued operations. We do not have any employment contracts with these individuals and we do not have key person life insurance on their lives. We compete with bigger and better financed oil and gas exploration companies for these individuals. Our future success may depend on whether we can attract, retain and motivate highly qualified personnel. We can't assure you that we will be able to do so. OUR RESERVES ARE UNCERTAIN Estimating our proved reserves involves many uncertainties, including factors beyond our control. Our annual report on Form 10-K for fiscal year 1999 contained estimates of our oil and natural gas reserves and the future cash flow to be realized from those reserves for fiscal years 1999, 1998 and 1997, as prepared by independent petroleum engineers. There are uncertainties inherent in estimating quantities of proved oil and natural gas reserves since petroleum engineering is not an exact science. Estimates of commercially recoverable oil and gas reserves and of the future net cash flows from them are based upon a number of variable factors and assumptions including: o historical production from the properties compared with production from other producing properties o the effects of regulation by governmental agencies o future oil and gas prices o future operating costs, severance and excise taxes, abandonment costs, development costs and workover and remedial costs GOVERNMENTAL REGULATION, ENVIRONMENTAL RISKS AND TAXES COULD ADVERSELY AFFECT OUR OIL AND GAS OPERATIONS IN THE UNITED STATES Our oil and natural gas operations in the United States are subject to regulation by federal and state government, including environmental laws. To date, we have not had to expend significant resources in order to satisfy environmental laws and regulations presently in effect. However, compliance costs under any new laws and regulations that might be enacted could adversely affect our business and increase the costs of planning, designing, drilling, installing, operating and abandoning our oil and gas wells and other facilities. Additional matters that are, or have been from time to time, subject to governmental regulation include land tenure, royalties, production rates, spacing, completion procedures, water injections, utilization, the maximum price at which products could be sold, energy taxes and the discharge of materials into the environment. OUR OPERATIONS IN FOREIGN COUNTRIES ARE AT RISK BECAUSE OF THEIR GOVERNMENTAL REGULATIONS AND TAXES Our proposed operations in other countries may involve comparable or even greater risks from governmental regulations and taxes, including the risk of partial or complete forfeiture of our interests to a foreign government as the result of a new government's policies. We do not believe that there is a material risk of an outright government seizure of our interests in any of the foreign countries in which we currently propose doing business but government participation in a successful exploration effort is possible in some cases. THE SALE OF THE SHARES BY THE SELLING SHAREHOLDERS COULD HAVE AN ADVERSE IMPACT ON OUR STOCK Our stock is traded on the Nasdaq SmallCap Market and there has historically been a relatively low volume of trading in the shares. Consequently, the price at which the shares trade may be highly volatile. The selling shareholders are not restricted as to the price or prices at which they may sell their shares. Sales of their shares at less than the market prices may depress the market price of our stock. Moreover, the selling shareholders are not restricted as to the number of shares which may be sold at any one time, and it is possible that a significant number of shares could be sold at the same time which may depress the market price of our stock. The shares being offered by the selling shareholders represent approximately 34.8% of our current outstanding shares. In addition, although our stock is currently traded on the Nasdaq SmallCap Market, there is no assurance that it will remain eligible to be included on Nasdaq. FORWARD-LOOKING STATEMENTS This prospectus contains forward-looking statements. We use words such as "anticipate", "believe", "expect", "future", "may", "will", "should", "plan", "intend", and similar expressions to identify forward- looking statements. These statements are based on our beliefs and the assurances we made using information currently available to us. Because these statements reflect our current views concerning future events, these statements involve risks, uncertainties and assumptions. Our actual results could differ materially from the results discussed in the forward- looking statements. Some, but not all, of the factors that may cause these differences include those discussed in the risk factors in this prospectus. You should not place undue reliance on these forward-looking statements. You should also remember that these statements are made only as of the date of this prospectus and future events may cause them to be less likely to prove to be true. WHERE YOU CAN FIND MORE INFORMATION We file annual, quarterly, special reports, proxy statements, and other information with the Securities and Exchange Commission. You can read and copy any document filed by us at the SEC's Public Reference Room, 450 Fifth Street N.W., Washington, D.C. 20549. You may request copies of these documents, upon payment of a duplicating fee, by writing the SEC at the address in the previous sentence. Please call the SEC at 1-800-SEC- 0330 for further information on the operation of its Public Reference Room. Our SEC filings are also available on the SEC's website at http://www.sec.gov. The SEC allows us to "incorporate by reference" information from other documents that we file with it, which means that we can disclose important information by referring you to those documents. The information incorporated by reference is an important part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. We incorporate by reference the following documents: o our Annual Report on Form 10-K for the year ended June 30, 1999; o our Quarterly Reports on Form 10-Q for the quarters ended September 30, 1999 and December 31, 1999; o the description of our securities contained in our registration statement on Form 8-A, File No. 0-9261, filed on May 2, 1980 pursuant to Section 12(g) of the Securities Exchange Act of 1934, and as amended by our Form S-3, File No. 33-89716, declared effective on May 12, 1995; o the description of our warrants contained in our registration statement on Form 8-A, File No. 0-09261, filed on January 20, 2000 pursuant to Section 12(g) of the Securities Exchange Act of 1934, and o all documents and reports subsequently filed with the Commission by us pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and prior to the termination of this offering of common stock. You may request a copy of any of these documents, except exhibits to the documents, unless they are specifically incorporated by reference, at no cost by writing or telephoning us at the following address: Mark A. Boatright Kestrel Energy, Inc. 999 18th Street, Suite 2490 Denver, Colorado 80202 (303) 295-0344 You should rely only on the information contained in this document or that we have referred you to. We have not authorized anyone else to provide you with different information. OUR BUSINESS Our principal business is exploration for oil and gas reserves in the United States and in Australia and surrounding areas. In addition, we own working interests, which are expense bearing interests, in proved developed producing and proved undeveloped oil and gas leases that are not operated by us, in several areas in the United States. We also own some royalty interests, which are expense-free interests in properties which are operated by others, in oil and gas leases across the country. Proved developed reserves are oil and gas reserves which can be expected to be recovered through existing wells with existing equipment and operating methods. Proved undeveloped reserves are oil and gas reserves which can be expected to be recovered from new wells on undrilled acreage or from existing wells where a relatively major expenditure is required for recompletion. Normally we use existing working capital and cash flow for the development of our exploration and development properties. However, we have in the past obtained debt and equity financing to fund our development efforts and expect to do so again in the future. We presently own oil and gas interests in the states of California, Colorado, Louisiana, New Mexico, Oklahoma, South Dakota, Texas and Wyoming, as well as in Papua New Guinea and Australia. We were incorporated in Colorado on November 1, 1978 as Tanner Pruitt Exploration, Inc. In March 1995, we changed our name to Kestrel Energy, Inc. Our offices are located at 999 18th Street, Suite 2490, Denver, Colorado 80202, and our telephone number is (303) 295-0344. RECENT DEVELOPMENTS In December 1999, we sold 950,000 shares of our no par value common stock pursuant to an offering under Regulation S to qualified non-U.S. investors for an aggregate of $2,565,000. An aggregate of $22,545 was paid in commissions to one person, Neil MacLachlan, a non-U.S. resident, for placement of the offering. Mr. MacLachlan is a director of Samson Exploration N.L. which owns 1,503,000 shares. On January 18, 2000, our board of directors declared a dividend distribution of 10 warrants for each 100 shares of common stock, no par value per share, held by the holders of our common stock outstanding at the close of business on February 4, 2000. We did not issue warrants in increments of less than 10 warrants per 100 shares of common stock, but in lieu of issuing warrants in increments of less than 10 warrants, we rounded up or down to the nearest 100 shares held by each shareholder on the record date. We distributed 728,250 warrants to our shareholders; no warrants were issued to shareholders holding less than 100 shares on the record date. The warrants entitle the holder to purchase an equal number of shares of our common stock at an exercise price of $3.125 per share, subject to adjustment under certain circumstances. The warrants cannot be transferred or exercised by the holder unless we have filed a registration statement which has been declared effective by the Securities and Exchange Commission, registering the warrants and the common stock issuable upon exercise of the warrants, and that registration statement continues to be effective at the time of transfer or exercise. We may redeem the warrants upon written notice for $.01 per warrant, at any time until their expiration date, which is February 4, 2001, provided, however, our common stock has traded at an average price of $3.75 or more (120% of the exercise price) for a period of five consecutive trading days prior to the notice of redemption and we have an effective registration statement permitting the exercise at that time. The warrants may be exercised through the close of business on the day preceding the redemption date. STOCK OWNERSHIP OF PRINCIPAL SHAREHOLDERS AND MANAGEMENT The following shareholder information about the beneficial ownership of our common stock, prior to the sale and/or exercise of warrants, and as of the date of this prospectus, provides the information for: o each person known by us to beneficially own more than 5% of our common stock; o each of our directors; o each of our executive officers; and o our current directors and executive officers as a group. [Download Table] ------------------------------------------------------------------------- Voting and Investment Power ------------------------------------------------------------------------- Name Direct Indirect Total Shares Percent Owned ------------------------------------------------------------------------- Victoria International Petroleum N.L. 1,415,221 --- 1,415,221 19.4% Victoria Petroleum N.L. --- 1,415,221 1,415,221 19.4% Samson Exploration N.L.1,503,000 --- 1,503,000 20.6% The Equitable Life Assurance Society 840,000 --- 840,000 11.5% CIBC Eyres Reed Australian Resources Fund 875,000 --- 875,000 12.0% Timothy L. Hoops 264,490 1,415,221 1,679,711 22.3% Robert J. Pett 140,208 1,415,221 1,555,429 21.0% John T. Kopcheff 189,415 1,415,221 1,604,637 21.5% Mark A. Boatright 56,164 -- 56,164 <1% Kenneth W. Nickerson 37,409 -- 37,409 <1% Mark A.E. Syropoulo 140,000 38,000 178,000 2.4% All Directors and Officers as a Group (6 persons) 2,280,907 28.3% o Victoria International Petroleum N.L. is a wholly owned subsidiary of Victoria Petroleum N.L. and both companies are deemed to be the beneficial owners of the shares. Resolute Limited, a publicly held Australian mining and natural resources company, owns 16.8% of Victoria Petroleum N.L. Resolute disclaims beneficial ownership of the shares. o Messrs. Hoops, Pett and Kopcheff are directors of Victoria International Petroleum N.L. and Victoria Petroleum N.L., and as a result, all shares beneficially owned by those companies are listed as indirectly held by each individual. o Mr. Syropoulo owns 38,000 shares indirectly through Syrops & Co. Pty. Ltd. o The shares owned by the executive officers and directors include or consist of the following shares acquirable upon exercise of stock options which are exercisable within 60 days of this prospectus: Mr. Hoops 236,580, Mr. Pett 130,208, Mr. Kopcheff 185,415, Mr. Boatright 52,164, Mr. Nickerson 37,409 and Mr. Syropoulo 140,000. USE OF PROCEEDS We will not receive any proceeds from the sale of the common stock offered by the selling shareholders pursuant to this prospectus. We will receive proceeds if selling shareholders exercise their warrants to purchase shares of common stock. If all of the selling shareholders were to exercise their warrants, we would receive gross proceeds of $2,275,781. When and if we receive these funds, they will be used for general corporate purposes. As there is no assurance that any or all of the warrants will be exercised, we are unable to predict the amount to be used for such purposes. SELLING SHAREHOLDERS The shares offered pursuant to this prospectus have been or will be issued to the selling shareholders (or their assignees) directly by us. Of the shares of our common stock and warrants covered by this prospectus, we: o issued 950,000 shares in a private placement completed in December 1999, under Regulation S to non-U.S. residents of Canada, Europe and Australia and elsewhere to the following persons, which shares are included in the number of shares to be sold by them in the offering: [Download Table] Selling Shareholder Number of Shares ------------------- ---------------- Samson Exploration N.L. 240,000 Victoria International Petroleum N.L. 220,000 Golden Prospect PLC 20,000 Gayle Ann Davies 2,500 Maryanne Louisa Young 5,000 NT MacLachlan 25,000 Oyama Pty Ltd 2,000 Hill Young & Associates 43,000 Cornwall Holdings Pty Ltd 50,000 Exchange Nominee Pty Ltd 10,000 Hydra Energy Services Pty Ltd 10,000 Europa Investment Services Ltd 5,000 William John Evans 10,000 Lippo Securities Limited 40,000 Christopher Anthony Evans 5,000 CIBC Eyres Reed Australian Resources Fund 150,000 Hill Samuel Bank (Jersey) Ltd 25,000 BSI (Channel Islands) Ltd 20,000 James Capel Asset Mgmt 50,000 VLH Pty, Ltd 5,000 Richard James Hill 4,500 Philomena Pty Ltd 7,500 ------- Total 950,000 ======= o issued 728,250 warrants as a dividend to our shareholders of record on February 4, 2000; o will issue up to 728,250 shares, subject to adjustment under certain circumstances, upon exercise of the warrants issued as a dividend to our shareholders; o issued 1,090,021 shares to Victoria International Petroleum N.L. for conversion of promissory notes and the exchange of shares for Victoria Exploration, Inc., one of our wholly-owned subsidiaries. We agreed to file this registration statement for the resale of the shares purchased in the Regulation S offering, the sale of the warrants, the shares underlying the warrants and shares previously issued to Victoria International Petroleum N.L. We agreed to bear all out-of-pocket expenses of this offering, other than underwriting discounts and selling commissions. The selling shareholders may sell none, some, or all of the common stock and warrants offered by them as listed below. To the best of our knowledge, none of the selling shareholders has had any position, office or other material relationship with our company or any of its affiliates except as described below: o Timothy L. Hoops is our president and one of our directors. o Samson Exploration N.L. is one of our principal shareholders. o Mark A.E. Syropoulo is one of our directors. He is also an officer and director of Syrops & Co. Pty. Ltd. o Victoria International Petroleum N.L. is one of our principal shareholders and the following officers and directors of our company are also directors of Victoria - Timothy L. Hoops, Robert J. Pett and John T. Kopcheff. The following table sets forth certain information with respect to the beneficial ownership of shares of our common stock by the selling shareholders as of the date of this prospectus and the number of shares which may be offered pursuant to this prospectus for the account of each of the selling shareholders or their transferees from time to time. The table assumes: o the exercise of all warrants beneficially owned by the selling shareholder at the exercise price and for the maximum number of shares permitted as of the date of this prospectus; o that each selling shareholder will sell all shares of common stock offered pursuant to this prospectus, but not any other shares of common stock beneficially owned by such shareholder; and o that each selling shareholder will sell all warrants to purchase shares of common stock offered pursuant to this prospectus. [Download Table] Maximum Shares Warrants Shares Owned Owned To Be Sold Prior To Prior To In The Name Offering Offering Offering ---- -------- -------- --------- William John Evans 33,000 3,000 13,000 Sandra Abrams 194 20 20 Advena Nominees Pty Ltd. 16,500 1,500 1,500 Albatross Investment Services Ltd. 26,400 2,400 2,400 Anz Grindlays Nominee Ltd Acct 1084 137,500 12,500 12,500 William C. Arthur 440 40 40 Australasian Syndication Management Services Pty Ltd. 5,500 500 500 Ray Barnes 11,000 1,000 1,000 Raymond G. Barnes 11,000 1,000 1,000 James F. Barton 360 30 30 Berenes Nominees Pty Ltd. 4,400 400 400 John K. Beumee 110 10 10 Betty M. Billingsley 150 10 10 Alex Boardman 110 10 10 Gerald E. Boatright 2,750 250 250 The Equitable Life Assurance Society 924,000 84,000 84,000 Pamela Anne Boucher 6,425 580 580 Robert G. Boucher 1,100 100 100 Sharon Kay Braden 138 10 10 Timothy K. Bradley 1,320 120 120 Michael Thomas Breitbart 280 30 30 Randall S. Brich 1,100 100 100 Kathleen H. Brinkhaus 220 20 20 George Brunacini 220 20 20 BSI (Channel Islands) Ltd. 22,000 2,000 22,000 John V. Buglewicz TTEE John V. Buglewicz Self Emp Ret. Acct. 220 20 20 CIBC Eyres Reed Australian Resources Fund 962,500 87,500 237,500 David M. Carroll 330 30 30 Betsy Ann Carulli 2,750 250 250 Cede & Co. 1,920,636 174,760 174,760 Rosanna Chang 2,200 200 200 C M S & Co. A Partnership 110 10 10 Cornwall Holdings Pty Ltd. 55,000 5,000 55,000 Ben S. Curtis 880 80 80 Victor L. Damon 228 20 20 David Jones-Prichard 4,400 400 400 Derain Pty Ltd. 16,500 1,500 1,500 Douglas Financial Consultants 33,000 3,000 3,000 Evan Duval & Ann Duval JTWROS 220 20 20 Charles E. Dyke & Geraldine Dyke JTWROS 194 20 20 Economic Consultants Pty Ltd. 11,000 1,000 1,000 Charlotte Edberg 220 20 20 Energy Minerals Corporation 956 90 90 Bruce E. Engquist 228 20 20 Ken Erikson 110 10 10 Europo Investment Services Ltd. 5,500 500 5,500 Christopher Anthony Evans 5,500 500 5,500 Exchange Nominees Pty Ltd. 118,890 10,810 20,810 Falcon Resources Pty Ltd. 28,600 2,600 2,600 Alvern K. Gardner 1,050 100 100 Omer R. Gaskins TTEE Omer R. Gaskins Trust 110 10 10 Richard Gaver 110 10 10 Gaye Anne Davies 2,750 250 2,750 James Gilsdorf 390 40 40 Golden Prospect Plc. 22,000 2,000 22,000 Graceview Pty Ltd. Superannuation 5,500 500 500 Graceview Pty Ltd. 5,500 500 500 David A. Graham 110 10 10 David Graham 110 10 10 Green River Resources Ltd. 27,500 2,500 2,500 John W. Green 1,100 100 100 Sarah L. Grove 130 10 10 Ross Haldane & Catherina Haldane JTWROS 2,200 200 200 Stanley B. Hallman Tr. FBO Andrea Ann Boucher Trust 6,812 620 620 Stanley B. Hallman Tr. FBO Denise Ann Boucher Trust 6,812 620 620 Jack K. Hallowell & Colene N. Hallowell JTWROS 110 10 10 Hare & Co. 82,500 7,500 7,500 Richard L. Hawkins 334 30 30 Hill Young & Associates 47,300 4,300 47,300 Richard James Hill 4,950 450 4,950 Timothy L. Hoops & Linda Sue Hoops JTWROS 5,500 500 500 Timothy L. Hoops 15,520 1,410 1,410 Valerie Hundley 150 10 10 Hydra Energy Services Pty Ltd. 11,000 1,000 11,000 Ivanhoe Pty Ltd. 1,100 100 100 James Capel Asset Management 55,000 5,000 55,000 James Capel Investment Mgmt. 272,800 24,800 24,800 D. Robert Johnson 2,530 230 230 B. Todd Jones & Marguerite L. Jones JTWROS 180 20 20 Gilbert E. Jones Jr. 190 20 20 Rosemary P. Kelley & Kevin C. Kelley JTWROS 180 20 Judith S. Kennedy 440 40 40 Verne C. Knight TTEE Verne C. Knight TR UA Dtd. Dec. 27, 1973 68,841 6,260 6,260 George M. Kolman Jr. 110 10 10 Nicholas Kondua 495 50 50 Harry Kramer 220 20 20 Lakes Oil NL 55,000 5,000 5,000 Ezra Lamm 660 60 60 John R. Lee 110 10 10 Lippo Securities Limited 44,000 4,000 44,000 Michael Thomas Loncar 180 20 20 John E. Maas 136 10 10 MacDougall MacDougall & Mactier Inc. 44,000 4,000 4,000 Hank Marohnich 350 30 30 Maryanne Louisa Young 5,500 500 5,500 Jim McCall 280 30 30 Evelyn M. Mitchell 116 10 10 MJH Nightingale & Co. Ltd. 4,400 400 400 Moco Resources Inc. 110 10 10 Montgomery Burns Pty Ltd. 8,800 800 800 W. Bruce Moore 220 20 20 Steven Moschonas 1,100 100 100 William Moskovits 370 30 30 Narrow Lane Pty Ltd. 16,500 1,500 1,500 Gerald L. Nelson 110 10 10 Nieuport Pty Ltd. 66,000 6,000 6,000 Nightingale Development Capital 4,400 400 400 Alan W. Noyes 130 10 10 NT MacLachlan 82,500 7,500 32,500 James Omalley 620 60 60 Oyama Pty Ltd. 2,200 200 2,200 Robert B. Perry & Patricia S. Perry JTWROS 1,210 110 110 Tom Phillips 550 50 50 Philomena Pty Ltd. 8,250 750 8,250 C.F. Pofahl 1,448 130 130 Russell A. Pomeroy 880 80 80 Ron Prefontaine 2,200 200 200 Mary Loren Pruit Trust 110 10 10 Sally Lynn Pruit Trust 134 10 10 Thomas Branch Pruit Trust 110 10 10 Jonathan M. Roitman 110 10 10 Steven A. Roitman 2,200 200 200 J. Mark Roper 110 10 10 Michele R. Rounds 660 60 60 Samson Exploration N.L. 1,653,300 150,300 390,300 Hill Samuel Bank (Jersey) Ltd. 27,500 2,500 27,500 Al Sayers 1,100 100 100 Cleone E. Sayers 1,100 100 100 Anthony E. Schiffer & Mary B. Schiffer JTWROS 440 40 40 Morin M. Scott 660 60 60 Larry O'Connor & Ellen O'Connor TTEES Shamrock Fibers Inc. Pen PL 220 20 20 Shertim Investments Pty Ltd. 26,400 2,400 2,400 Shertim Pty Ltd. 22,460 2,040 2,040 Hanish Smith 5,500 500 500 Larry D. Smith 390 40 40 Stenbank Pty Ltd. 11,000 1,000 1,000 Marie T. Sullivan 116 10 10 James M. Swanson 610 50 50 Syrops & Co. Pty Ltd. 5,500 500 500 L.R. Tanner & B.A. Tanner JTWROS 540 50 50 Randy L. Tanner 145 10 10 E.A. Teas 910 80 80 Teddy Bear Shop London Ltd. 5,500 500 500 Thomas Phillip John Conn. 11,000 1,000 1,000 Jane M. Tibbs 440 40 40 Joseph A. Tibbs 440 40 40 David A. Todd 220 20 20 Louis G. Trilikis & Betty A. Trilikis JTWROS 110 10 10 Louis G. Trilikis 110 10 10 Estelle Trubow Leslie Trubow & Marshall Trubow Jt. Ten. 110 10 10 Donald Tulloch 5,500 500 500 William Tulloch 5,500 500 500 Kenneth Lewis Tulloch 5,500 500 500 Johnnie L. Tyler 260 20 20 Ronald D. Vanderhoef & Kathy J. Vanderhoef JTWROS 220 20 20 Ronald D. Vanderhoef C/F Tyler H. Vanderhoef UGMA WY 350 30 30 Ronald D. Vanderhoef C/F Christian J. Vanderhoef UGMA WY 350 30 30 Emily Vaughan-Spruce 1,380 130 130 Ian Vaughan-Spruce 1,380 130 130 Isabel Vaughan-Spruce 1,380 130 130 Rufus Vaughan-Spruce 1,380 130 130 Victoria International Petroleum NL 1,556,743 141,522 1,451,543 VLH Pty Ltd. TTEE VLH Pty Ltd. Superannuation Fund 11,000 1,000 1,000 VLH Pty Ltd. 5,500 500 5,500 Charles Don Wachtman 110 10 10 Mike A. Wachtman 220 20 20 Suzan Debra Wagner 3,300 300 300 Carol Waltz 11,000 1,000 1,000 Wendell C. Weaver 220 20 20 Theodore B. Zimmerman 460 40 40 [Download Table] Shares Owned Warrants After Offering Owned -------------- After Name Number Percentage Offering ---- ------ ---------- --------- William John Evans 20,000 <1% -0- Sandra Abrams 174 <1% -0- Advena Nominees Pty Ltd. 15,000 <1% -0- Albatross Investment Services Ltd. 24,000 <1% -0- Anz Grindlays Nominee Ltd Acct 1084 125,000 6.2% -0- William C. Arthur 400 <1% -0- Australasian Syndication Management Services Pty Ltd. 5,000 <1% -0- Ray Barnes 10,000 <1% -0- Raymond G. Barnes 11,000 <1% -0- James F. Barton 330 <1% -0- Berenes Nominees Pty Ltd. 4,000 <1% -0- John K. Beumee 100 <1% -0- Betty M. Billingsley 140 <1% -0- Alex Boardman 100 <1% -0- Gerald E. Boatright 2,500 <1% -0- The Equitable Life Assurance Society 840,000 10.5% -0- Pamela Anne Boucher 5,845 <1% -0- Robert G. Boucher 1,000 <1% -0- Sharon Kay Braden 128 <1% -0- Timothy K. Bradley 1,200 <1% -0- Michael Thomas Breitbart 250 <1% -0- Randall S. Brich 1,000 <1% -0- Kathleen H. Brinkhaus 200 <1% -0- George Brunacini 200 <1% -0- BSI (Channel Islands) Ltd. 22,000 <1% -0- John V. Buglewicz TTEE John V. Buglewicz Self Emp Ret. Acct. 200 <1% -0- CIBC Eyres Reed Australian Resources Fund 725,000 9.0% -0- David M. Carroll 300 <1% -0- Betsy Ann Carulli 2,500 <1% -0- Cede & Co. 1,745,876 21.8% -0- Rosanna Chang 2,000 <1% -0- C M S & Co. A Partnership 100 <1% -0- Cornwall Holdings Pty Ltd. -0- <1% -0- Ben S. Curtis 800 <1% -0- Victor L. Damon 208 <1% -0- David Jones-Prichard 4,000 <1% -0- Derain Pty Ltd. 15,000 <1% -0- Douglas Financial Consultants 30,000 <1% -0- Evan Duval & Ann Duval JTWROS 200 <1% -0- Charles E. Dyke & Geraldine Dyke JTWROS 174 <1% -0- Economic Consultants Pty Ltd. 10,000 <1% -0- Charlotte Edberg 200 <1% -0- Energy Minerals Corporation 866 <1% -0- Bruce E. Engquist 208 <1% -0- Ken Erikson 100 <1% -0- Europo Investment Services Ltd. -0- <1% -0- Christopher Anthony Evans -0- <1% -0- Exchange Nominees Pty Ltd. 98,090 <1% -0- Falcon Resources Pty Ltd. 26,000 <1% -0- Alvern K. Gardner 950 <1% -0- Omer R. Gaskins TTEE Omer R. Gaskins Trust 100 <1% -0- Richard Gaver 100 <1% -0- Gaye Anne Davies -0- <1% -0- James Gilsdorf 350 <1% -0- Golden Prospect Plc. -0- <1% -0- Graceview Pty Ltd. Superannuation 5,000 <1% -0- Graceview Pty Ltd. 5,000 <1% -0- David A. Graham 100 <1% -0- David Graham 100 <1% -0- Green River Resources Ltd. 25,000 <1% -0- John W. Green 1,100 <1% -0- Sarah L. Grove 120 <1% -0- Ross Haldane & Catherina Haldane JTWROS 2,000 <1% -0- Stanley B. Hallman Tr. FBO Andrea Ann Boucher Trust 6,192 <1% -0- Stanley B. Hallman Tr. FBO Denise Ann Boucher Trust 6,192 <1% -0- Jack K. Hallowell & Colene N. Hallowell JTWROS 100 <1% -0- Hare & Co. 75,000 <1% -0- Richard L. Hawkins 304 <1% -0- Hill Young & Associates -0- <1% -0- Richard James Hill -0- <1% -0- Timothy L. Hoops & Linda Sue Hoops JTWROS 5,000 <1% -0- Timothy L. Hoops 14,110 <1% -0- Valerie Hundley 140 <1% -0- Hydra Energy Services Pty Ltd. -0- <1% -0- Ivanhoe Pty Ltd. 1,000 <1% -0- James Capel Asset Management -0- <1% -0- James Capel Investment Mgmt. 248,000 <1% -0- D. Robert Johnson 2,300 <1% -0- B. Todd Jones & Marguerite L. Jones JTWROS 160 <1% -0- Gilbert E. Jones Jr. 170 <1% -0- Rosemary P. Kelley & Kevin C. Kelley JTWROS 160 <1% -0- Judith S. Kennedy 400 <1% -0- Verne C. Knight TTEE Verne C. Knight TR UA Dtd. Dec. 27, 1973 62,581 <1% -0- George M. Kolman Jr. 100 <1% -0- Nicholas Kondua 445 <1% -0- Harry Kramer 200 <1% -0- Lakes Oil NL 50,000 <1% -0- Ezra Lamm 660 <1% -0- John R. Lee 100 <1% -0- Lippo Securities Limited -0- <1% -0- Michael Thomas Loncar 160 <1% -0- John E. Maas 126 <1% -0- MacDougall MacDougall & Mactier Inc. 40,000 <1% -0- Hank Marohnich 320 <1% -0- Maryanne Louisa Young -0- <1% -0- Jim McCall 250 <1% -0- Evelyn M. Mitchell 106 <1% -0- MJH Nightingale & Co. Ltd. 4,000 <1% -0- Moco Resources Inc. 100 <1% -0- Montgomery Burns Pty Ltd. 8,000 <1% -0- W. Bruce Moore 200 <1% -0- Steven Moschonas 1,000 <1% -0- William Moskovits 340 <1% -0- Narrow Lane Pty Ltd. 15,000 <1% -0- Gerald L. Nelson 100 <1% -0- Nieuport Pty Ltd. 60,000 <1% -0- Nightingale Development Capital 4,000 <1% -0- Alan W. Noyes 120 <1% -0- NT MacLachlan 50,000 <1% -0- James Omalley 560 <1% -0- Oyama Pty Ltd. -0- <1% -0- Robert B. Perry & Patricia S. Perry JTWROS 1,100 <1% -0- Tom Phillips 500 <1% -0- Philomena Pty Ltd. -0- <1% -0- C.F. Pofahl 1,318 <1% -0- Russell A. Pomeroy 800 <1% -0- Ron Prefontaine 2,000 <1% -0- Mary Loren Pruit Trust 100 <1% -0- Sally Lynn Pruit Trust 124 <1% -0- Thomas Branch Pruit Trust 100 <1% -0- Jonathan M. Roitman 100 <1% -0- Steven A. Roitman 2,000 <1% -0- J. Mark Roper 100 <1% -0- Michele R. Rounds 660 <1% -0- Samson Exploration N.L. 1,263,000 15.8% -0- Hill Samuel Bank (Jersey) Ltd. -0- <1% -0- Al Sayers 1,000 <1% -0- Cleone E. Sayers 1,000 <1% -0- Anthony E. Schiffer & Mary B. Schiffer JTWROS 400 <1% -0- Morin M. Scott 600 <1% -0- Larry O'Connor & Ellen O'Connor TTEES Shamrock Fibers Inc. Pen PL 200 <1% -0- Shertim Investments Pty Ltd. 24,000 <1% -0- Shertim Pty Ltd. 20,420 <1% -0- Hanish Smith 5,000 <1% -0- Larry D. Smith 350 <1% -0- Stenbank Pty Ltd. 10,000 <1% -0- Marie T. Sullivan 116 <1% -0- James M. Swanson 550 <1% -0- Syrops & Co. Pty Ltd. 5,000 <1% -0- L.R. Tanner & B.A. Tanner JTWROS 490 <1% -0- Randy L. Tanner 135 <1% -0- E.A. Teas 830 <1% -0- Teddy Bear Shop London Ltd. 5,000 <1% -0- Thomas Phillip John Conn. 10,000 <1% -0- Jane M. Tibbs 400 <1% -0- Joseph A. Tibbs 400 <1% -0- David A. Todd 200 <1% -0- Louis G. Trilikis & Betty A. Trilikis JTWROS 100 <1% -0- Louis G. Trilikis 100 <1% -0- Estelle Trubow Leslie Trubow & Marshall Trubow Jt. Ten. 100 <1% -0- Donald Tulloch 5,000 <1% -0- William Tulloch 5,000 <1% -0- Kenneth Lewis Tulloch 5,000 <1% -0- Johnnie L. Tyler 240 <1% -0- Ronald D. Vanderhoef & Kathy J. Vanderhoef JTWROS 200 <1% -0- Ronald D. Vanderhoef C/F Tyler H. Vanderhoef UGMA WY 320 <1% -0- Ronald D. Vanderhoef C/F Christian J. Vanderhoef UGMA WY 320 <1% -0- Emily Vaughan-Spruce 1,250 <1% -0- Ian Vaughan-Spruce 1,250 <1% -0- Isabel Vaughan-Spruce 1,250 <1% -0- Rufus Vaughan-Spruce 1,250 <1% -0- Victoria International Petroleum NL 105,200 1.3% -0- VLH Pty Ltd. TTEE VLH Pty Ltd. Superannuation Fund 10,000 <1% -0- VLH Pty Ltd. -0- <1% -0- Charles Don Wachtman 100 <1% -0- Mike A. Wachtman 200 <1% -0- Suzan Debra Wagner 3,000 <1% -0- Carol Waltz 10,000 <1% -0- Wendell C. Weaver 200 <1% -0- Theodore B. Zimmerman 420 <1% -0- PLAN OF DISTRIBUTION The securities, shares of common stock and warrants, offered hereby may be sold by the selling shareholders or by their respective pledgees, donees, transferees or other successors in interest. Such sales may be made at fixed prices that may be changed, at market prices prevailing at the time of sale, at prices related to such prevailing market prices, or at negotiated prices. The securities may be sold by one or more of the following: o one or more block trades in which a broker or dealer so engaged will attempt to sell all or a portion of the securities held by the selling shareholders as agent but may position and resell a portion of the block as principal to facilitate the transaction; o purchase by a broker or dealer as principal and resale by such broker or dealer as principal and resale by such broker or dealer for its account pursuant to this prospectus; o ordinary brokerage transactions and transactions in which the broker solicits purchasers; and o privately negotiated transactions between the selling shareholders and purchasers without a broker-dealer. The selling shareholder may effect such transactions by selling securities to or through broker-dealers, and such broker-dealers will receive compensation in negotiated amounts in the form of discounts, concessions, commission or fees from the selling shareholders and/or the purchasers of the securities for whom such broker-dealers may act as agent or to whom they sell as principal, or both (which compensation to a particular broker-dealer might be in excess of customary commissions). Such brokers or dealers or other participating brokers or dealers and the selling shareholders may be deemed to be "underwriters" within the meaning of the Securities Act of 1933, in connection with such sales. Except for customary selling commissions in ordinary transactions, any such underwriter or agent will be identified, and any compensation paid to such persons will be described, in a prospectus supplement. In addition, any securities covered by this prospectus that qualify for sale pursuant to Rule 144 might be sold under Rule 144 rather than pursuant to this prospectus. To comply with some states' securities laws, if applicable, the securities may be offered or sold by the selling shareholders in such jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the securities may not be offered or sold by the selling shareholders unless they have been registered or qualified for sale in such states or an exemption from registration or qualification is available and is complied with. EXPERTS The consolidated financial statements of Kestrel Energy, Inc. as of June 30, 1999 and 1998, and for each of the years in the three-year period ended June 30, 1999, have been incorporated by reference herein and in the registration statement in reliance upon the report of KPMG LLP, independent certified public accountants, also incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. LEGAL MATTERS The validity of the common stock and warrants offered by this prospectus will be passed upon for us by Gorsuch Kirgis LLP, Denver, Colorado.

Dates Referenced Herein   and   Documents Incorporated By Reference

This 424B3 Filing   Date   Other Filings
5/12/95
6/30/9810-K405, NT 10-K
6/30/9910-K
9/30/9910-Q, S-3/A
12/31/9910-Q
1/18/008-K
1/20/008-A12G
2/4/00
3/9/00
3/10/00
Filed On / Filed As Of3/16/00
2/4/01
 
TopList All Filings


Filing Submission 0000895755-00-000060   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Copyright © 2014 Fran Finnegan & Company.  All Rights Reserved.
AboutPrivacyRedactionsHelp — Mon, 20 Oct 09:42:13.0 GMT