U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C..20549
FORM 12b-25 NOTIFICATION OF LATE FILING
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Commission File No. 1-10669
(Check One):
[X] Form 10-K and Form 10-KSB [ ] Form 11-K
[ ] Form 20-F [ ] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For Period Ended: December 31, 1999
[ ] Transition Report on Form 10-K and Form 10-KSB
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q and Form 10-QSB
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: --------------------------
Read Attached Instruction Sheet Before Preparing Form.
Please Print or Type.
Nothing in this form shall be construed to imply that
the Commission has verified any information contained herein.
If the notification relates to a portion of the
filing checked above, identify the Item(s) to which the
notification relates:
Items 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13 and 14.
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PART I
REGISTRANT INFORMATION
Full Name of Registrant XCL Ltd.
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Former name if applicable -------------------------------
Address of principal executive office (Street and number)
3639 Ambassador Caffery Parkway, Suite 400
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City, state and zip code Lafayette, Louisiana 70503
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PART II
RULE 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable
effort or expense and the registrant seeks relief pursuant to
Rule 12b-25(b), the following should be completed. (Check box if
appropriate.)
(a) The reasons described in reasonable detail in
Part III of this form could not be eliminated
without unreasonable effort or expense;
(b) The subject annual report, semi-annual report,
transition report on Form 10-K, 10-KSB, 20-F, 11-K
or Form N-SAR, or portion thereof will be filed on
or before the 15th
[X] calendar day following the prescribed due date; or
the subject quarterly report or transition report
on Form 10-Q, 10-QSB, or portion thereof will be
filed on or before the fifth calendar day
following the prescribed due date; and
(c) The accountant's statement or other exhibit
required by the Rule 12b-25(c)has been attached if
applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why Form 10-K,
10-KSB, 11-K, 20-F, 10-Q,10-QSB, N-SAR or the transition
report or portion thereof could not be filed within the
prescribed time period. (Attach extra sheets if needed.)
On June 25, 1999, an involuntary bankruptcy proceeding was
commenced against XCL-China Ltd., the registrant's principal
operating subsidiary, by Apache China Corporation, LDC
("Apache"), the Operator under the Production Sharing Agreement
relating to the Zhao Dong Block in Bohai Bay, People's Republic
of China, the registrant's interest in which represents its
principal asset. On December 22, 1999 the proceeding was
converted into a Chapter 11 proceeding under the Bankruptcy Code.
On the same day, the Board of Directors and the Management of XCL-
China were replaced by nominees designated by the registrant's
principal creditors to whom all of the common stock of XCL-China
had been pledged as collateral security. As a result of such
proceeding and change in control of its principal asset, until
March 8, 2000, the registrant was denied access to information,
which is required to complete its audit. Attached are copies of
correspondence between the registrant and Apache regarding access
to such information. Since March 8, 2000 the registrant has
begun to receive relevant information from Apache but has been
unable to process such information in time to prepare and file
the Annual Report on Form 10-K by March 31, 2000, the relevant
due date, without unreasonable effort and expense.
PART V
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to
this notification.
Danny M. Dobbs 337-989-0449
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(Name) (Area Code)(Telephone Number)
(2) Have all other periodic reports required under Section 13 or
15(d) of the Securities Exchange Act of 1934 or Section 30
of the Investment Company Act of 1940 during the preceding
12 months or for such shorter period that the registrant was
required to file such report(s) been filed? If answer is no
identify report(s).
[X] Yes [] No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal
year will be reflected by the earnings statements to be
included in the subject report or portion thereof?
[X] Yes [ ] No
If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state
the reasons why a reasonable estimate of the results cannot
be made.
Due to the legal actions set forth above the Company may be
required to treat one of its wholly owned subsidiaries
previously being consolidated as an investment.
XCL Ltd.
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(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: March 30, 2000 By: /s/ Danny M. Dobbs
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Danny M. Dobbs
President
INSTRUCTION: The form may be signed by an executive officer
of the registrant or by any other duly authorized representative.
The name and title of the person signing the form shall be typed
or printed beneath the signature. If the statement is signed on
behalf of the registrant by an authorized representative (other
than an executive officer), evidence of the representative's
authority to sign on behalf of the registrant shall be filed with
the form.
ATTENTION
Intentional misstatements or omissions of fact constitute
Federal Criminal Violations (see 18 U.S. C. 1001).
GENERAL INSTRUCTIONS
1. This Form is required by Rule 12b-25 of the
General Rules and Regulations under the Securities Exchange
Act of 1934.
2. One signed original and four conformed copies of
this Form and amendments thereto must be completed and filed
with the Securities and Exchange Commission, Washington,
D.C. 20549, in accordance with Rule 0-3 of the General Rules
and Regulations under the Act. The information contained in
or filed with the Form will be made a matter of the public
record in the Commission files.
3. A manually signed copy of the form and amendments
thereto shall be filed with each national securities
exchange on which any class of securities of the registrant
is registered.
4. Amendments to the notifications must also be
filed on Form 12b-25 but need not restate information that
has been correctly furnished. The form shall be clearly
identified as an amended notification.
5. Electronic Filers. This form shall not be used
by electronic filers unable to timely file a report solely
due to electronic difficulties. Filers unable to submit a
report within the time period prescribed due to difficulties
in electronic filing should comply with either Rule 201 or
Rule 202 of Regulation S-T or apply for an adjustment in
filing date pursuant to Rule 13(b) of Regulation S-T.
EXHIBIT PURSUANT TO RULE 12B-25(C)
[APACHE CHINA CORPORATION LDC LETTERHEAD]
Registered Office: Correspondence To:
West Wind Building 2000 Post Oak
Boulevard
Harbor Drive Suite 100
George Town, Grand Cayman Houston, Texas 77056-
4400
British West Indies Telephone: (713) 296-
6000
Facsimile: (713) 296-
6450
March 1, 2000
Ms. Lori James
XC Ltd.
3639 Ambassador Caffery Pkwy.
Petroleum Tower, Suite 400
Lafayette, LA 70503
Dear Lori:
The new management of XCL-China instructed Apache-China to
send any communications to the new management's attorney,
Mr. Doug Draper, except as instructed otherwise. Pursuant
to those instructions, we have been sending the original
monthly financial statements to Mr. Draper. When we
received your recent inquiry, I asked Mr. Draper if the new
management wanted Apache-China to forward a copy of these
documents. His response was that he had no objection to
sending an additional copy of the financial package to you
until they advised to the contrary. Therefore, until Apache-
China is advised differently by the new management of XCL-
China, we will continue to forward an electronic copy of the
monthly financial package to you.
Sincerely,
/s/ Mark A. Hackfield
Mark A. Hackfield
Assistant Controller - International