SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant
to Section13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported) April 27, 2000
XCL Ltd.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State of other Jurisdiction of Incorporation)
1-10669 51-0305643
(Commission File Number) (I.R.S. Employer Identification Number)
Petroleum Tower, Suite 400
3639 Ambassador Caffery Parkway
Lafayette, Louisiana 70503
(Address of Principal Executive Office)
318-989-0449
(Registrant's Telephone Number, Including Area Code)
Item 4. Changes in the Registrant's Certifying Accountant
(PriceWaterhouse Coopers LLP).
(i) The Company's certifying accountants by mutual agreement
with the Company declined to stand for re-election for the year
ended December 31, 1999. The Company has retained the services
of Hein + Associates, LLP to perform an audit and issue a report
for the fiscal year ended December 31, 1999. This engagement is
subject to fulfillment of Hein + Associates' client acceptance
procedures.
(ii) The accountant's most recent report dated April 12, 1999,
for the fiscal year ended December 31, 1998, contains an
explanatory paragraph relating to the Company's ability to
continue as a going concern and whether or not it will be able to
generate the necessary funds to satisfy its contractual
obligations for development of its China properties. The Company
expects that the Hein + Associates' report will contain an
explanatory paragraph similar to that found in the report dated
April 12, 1999.
(iii) On May 4, 2000, six of the Company's directors resigned
and the three remaining directors, two of whom are members of the
audit committee, have approved the decision to change
accountants.
(iv) During the two most recent audited fiscal years, December
31, 1997 and 1998, there were no disagreements with the former
accountants. The Company has authorized the former accountants,
and the Company has also agreed, to respond fully to the
inquiries of Hein + Associates.
Item 5. Other Events.
Change in Ticker Symbol
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The Company was advised on April 27, 2000, that due to the
Company's inability to file its Annual Report on Form 10-K by
April 14, 2000, the extended filing deadline pursuant to Rule 12b-
25, the OTC Bulletin Board ("Bulletin Board") appended the
Company's ticker symbol with the letter "E". The "E" indicates
that the Company is delinquent in its required SEC filing, and
has a 30-day grace period in which to make such filing. If the
Company fails to file its Form 10-K within such 30-day grace
period, it will no longer meet the eligibility requirements of
the Bulletin Board.
Resignation of Chairman and Reorganization of the Board of
Directors
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On May 9, 2000, the Company announced that Marsden W.
Miller, Jr., chairman and chief executive officer, resigned. Mr.
Miller, 58, a founder of the Company and CEO since its
incorporation in 1981, was elected chairman in 1984.
"I am grateful for the support that I have received from
shareholders, board members and employees during my tenure;
however, it is an appropriate time for a change for the Company
as well as a change for me," stated Miller.
Danny M. Dobbs will continue as president of the Company.
The services of David A. Melman and Associates have been engaged
to assist the Company with its business and financial affairs.
Mr. Melman, who has extensive experience working with small
public companies, was executive vice president, general counsel
and corporate secretary of the Company from 1983 to 1997, and was
a director of the company from 1987 to 1997.
As part of the Company's continuing efforts to reduce costs,
the board of directors unanimously voted to reorganize the board.
This reorganization reduced the size of the board to three
members. The continuing directors of the Company are R. Thomas
Fetters, Jr., Arthur W. Hummel, Jr. and Francis J. Reinhardt, Jr.
Leaving the board as part of the reorganization are Messrs.
Marsden W. Miller, Jr., John T. Chandler and Benjamin B.
Blanchet, as executive directors, and Fred Hofheinz, The Rt. Hon.
Sir Michael Palliser and Peter F. Ross, as nonexecutive
directors. Mr. Dobbs stated, "The counsel and support of these
directors has been invaluable. Their presence on the board will
be sorely missed. I am pleased that they have agreed to remain
available to the Company for advice and consultation."
SIGNATURES
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.
XCL LTD.
May 12, 2000 /s/ Lisha C. Falk
_________________________ By:_______________________________
Date Name: Lisha C. Falk
Title: Corporate Secretary
EXHIBITS
Exhibit Description
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10.1 Form of Consulting Agreement between the Company
and David A. Melman & Associates dated May 1, 2000.
16 Letter from Pricewaterhouse Coopers, LLP dated
May 12, 2000.