UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
April 30, 2007
Date of Report (Date of earliest event reported)
BARNWELL INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 1-5103 72-0496921
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
1100 Alakea Street, Suite 2900,
Honolulu, Hawaii 96813
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(Address of Principal Executive Offices)
(808) 531-8400
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(Registrant's telephone number, including area code)
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 communication 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-14(c)
under the Exchange Act (17 CFR 240.13e-4(c)).
Item 2.01 Completion of Acquisition or Disposition of Assets
On April 30, 2007, Kaupulehu 2007, LLLP (the "Venture")
purchased fee simple ownership of two single-family house lots in
the Lot 4A Increment I area ("Increment I") of Kaupulehu, North Kona,
on the island of Hawaii. The Venture is a real estate joint venture
80% owned by Barnwell Industries, Inc. ("Barnwell") and 20 percent
Owned by a company controlled by Mr. Terry Johnston, a director
of Barnwell, and was established for the purpose of acquiring
single-family house lots to construct turnkey-style residential
homes for future sale. The lots were purchased from WB KD
Acquisition, LLC, an unrelated entity.
In January 2007, the Venture agreed to acquire five additional
lots within Increment I and made a $200,000 nonrefundable deposit on
each such lot. The purchase of two of these additional lots is
scheduled to close in October 2007 and the purchase of the remaining
three lots is scheduled to close in April 2008. Each lot has a
purchase price of $2,378,000 and the deposit for each lot will be
applied to the purchase price of such lot. The purchase of the
two lots that closed on April 30, 2007 and the deposits were funded
by a loan from an unrelated entity to the Venture, which is
guaranteed jointly and severally by Barnwell and Mr. Johnston and
is due April 2008. If any of the lots are not purchased, the deposit
related to any such lots will be forfeited and Barnwell will incur
an expense as a result of the write-off of 80 percent of the
forfeited deposits.
The Venture is currently negotiating agreements with the
building contractor and the project management company, an entity
controlled by Mr. Johnston, for home building services for the
Venture's lots. It is anticipated that a material portion of
such agreements will be that each such service provider will
receive twenty percent (20 percent) of the profit on the sale of each
lot on which a house is constructed. In addition, the Venture
intends to enter into contracts, one with the building contractor
and one with the project management company, an entity controlled
by Mr. Johnston, wherein each will be granted the right to purchase
from the current owner of the lots, one of the five additional lots
the Venture has agreed to acquire. It is anticipated that any such
agreement will specify the lot that will be acquired by such
service provider and require such service provider to reimburse
the Venture for both the $200,000 deposit on such lot and interest
costs incurred by the Venture related to the initial deposit
on such lot.
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.
BARNWELL INDUSTRIES, INC.
(Registrant)
/s/ Russell M. Gifford
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Russell M. Gifford
Executive Vice President and
Chief Financial Officer
Date: May 3, 2007