UNITED STATES
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) JANUARY 26, 2005
KESTREL ENERGY, INC.
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
COLORADO 0-9261 84-0772451
------------------------------- ------------------------ -----------------------
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification Number)
1726 COLE BOULEVARD, SUITE 210 LAKEWOOD, COLORADO 80401
-------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303)295-0344
----------------------------
--------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
Check the appropriate box below 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
240.14a-12)
|_| 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 5.01. CHANGE IN CONTROL OF REGISTRANT
On January 26, 2005, Kestrel Energy, Inc. (the "Company"), was informed
that Samson Oil & Gas N.L., formerly Samson Exploration N.L. ("Samson"), had
acquired 3,765,025 additional shares (the "Shares") of the Company's common
stock representing, with Samson's other holdings, 6,306,675 shares, or 59.3% of
the common stock. Accordingly, Samson may now be deemed to control the Company.
Samson's holdings include a convertible promissory note of the Company in the
principal amount of $200,000 due May 4, 2006, which is convertible into shares
of the Company's common stock at $.40 per share. Samson, an investment
corporation registered in Australia and traded on the Australian Stock Exchange
Limited, acquired the Shares by exchanging shares of its own stock for shares of
the Company's common stock. All exchanges were made with non-U.S. holders of the
Company's common stock Prior to January 25, 2005, no single entity or related
group of entities was deemed to have a controlling interest in the Company.
The Shares were acquired by Samson from existing affiliates and from
non-affiliates of Kestrel as follows:
---------------------------------------- ---------------- ----------------- ----------------------
NAME DATE NO. OF SHARES PRICE
---------------------------------------- ---------------- ----------------- ----------------------
Nieuport Pty Ltd. 12/24/04 1,005,000 $1.04
---------------------------------------- ---------------- ----------------- ----------------------
Victoria Petroleum N.L. 1/25/05 1,900,521 $1.155
---------------------------------------- ---------------- ----------------- ----------------------
Golden Prospect Plc 1/25/05 126,944 $1.155
---------------------------------------- ---------------- ----------------- ----------------------
Non-Affiliates 12/24/04 to 732,560 $1.04 to $1.155
1/25/05
---------------------------------------- ---------------- ----------------- ----------------------
After the Share exchange with Samson, Golden Prospect holds a 20.8%
ownership interest in Samson, Victoria holds an 18.1% ownership interest in
Samson and Nieuport holds a 9.5% ownership interest in Samson.
One of the Company's directors, Neil T. MacLachlan, is also a director
of Samson. Three of the Company's other directors, Robert J. Pett, John T.
Kopcheff and Timothy L. Hoops, are directors of Victoria. The Company has been
informed by Samson that there are no plans to change or restructure the board of
directors of the Company.
The following table sets forth, as far as is known to the board of
directors or the management of the Company, the only persons owning on January
26, 2005 more than five percent of the outstanding shares of the Company's
Common Stock. For purposes of this disclosure, the amount of the Company's
Common Stock beneficially owned by each person or entity is the aggregate number
of shares of the Common Stock outstanding on such date plus an amount equal to
the aggregate amount of Common Stock which could be issued upon the exercise of
a convertible note within 60 days of such date.
2
=================================== ================================================================================
Number of Shares of Common Stock Beneficially Owned
----------------------------------- -------------------------------------- -------------------- --------------------
Voting and Investment Power
----------------------------------- ------------------ ------------------- -------------------- --------------------
Name and Address Direct Indirect Total Shares Percent Owned
----------------------------------- ------------------ ------------------- -------------------- --------------------
Samson Oil & Gas N.L. 6,306,675(1) --- 6,306,675 59.3%
2 The Esplanade, 36th Flr.
Perth 6000
Western Australia
----------------------------------- ------------------ ------------------- -------------------- --------------------
Golden Prospect Plc 822,056 1,311,788(2) 2,133,844 20.8%
1st Floor
143-149 Great Portland St.
London W2N 5FB
England
----------------------------------- ------------------ ------------------- -------------------- --------------------
Victoria Petroleum N.L. 105,996 1,045,202(3) 1,241,198 12.1%
2 The Esplanade, 36th Flr.
Perth 6000
Western Australia
----------------------------------- ------------------ ------------------- -------------------- --------------------
The Equitable Life Assurance 840,000 --- 840,000 8.3%
Society
City Place House
55 Basinghall St.
London EC2V 5DR
England
----------------------------------- ------------------ ------------------- -------------------- --------------------
Nieuport Pty Ltd --- 601,026 601,026 5.9%
PO Box 332
Greenwood 6924
Western Australia
----------------------------------- ------------------ ------------------- -------------------- --------------------
(1) Includes a $200,000 convertible promissory note initially convertible into
500,000 shares.
(2) Golden Prospect Plc owns 20.8% of Samson Oil and Gas N.L. and is therefore
a beneficial owner of that percentage of the total number of shares held
by Samson.
(3) Victoria International Petroleum N.L. owns 18.0% of Samson Oil and Gas
N.L. and is therefore a beneficial owner of that percentage of the total
number of shares held by Samson
(4) Nieuport Pty Ltd owns 9.5% of Samson Oil and Gas N.L. and is therefore a
beneficial owner of that percentage of the total number of shares held by
Samson
3
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 hereunto duly authorized.
KESTREL ENERGY, INC.
(Registrant)
Date January 31, 2005 By: /s/Timothy L. Hoops
-------------------------------
Timothy L. Hoops, President
4