As filed with the Securities and Exchange Commission on September 3, 1996
Registration No. 33-41458
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
----------------------------------
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
-----------------------------------
XCL LTD.
(Exact name of issuer as specified in its charter)
Delaware 51-0305643
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification
Number)
110 Rue Jean Lafitte
Lafayette, Louisiana 70508
(318) 237-0325
(Address, including zip code and telephone no., including area
code, of registrant's principal executive offices)
David A. Melman, Esq.
Executive Vice President, General Counsel
and Secretary
XCL Ltd.
110 Rue Jean Lafitte
Lafayette, Louisiana 70508
(318) 237-0325
(Name, address, including zip code, and telephone no., including
area code, of agent for service)
With Copies To:
Peter A. Basilevsky, Esq.
Satterlee Stephens Burke & Burke
230 Park Avenue
New York, New York 10169
(212) 818-9200
-------------------------
This Post-Effective Amendment No. 2 to Registration
Statement on Form S-3 (Reg. No. 33-42458) shall hereafter become
effective in accordance with the provisions of Section 8(c) of the
Securities Act of 1933.
DEREGISTRATION OF SECURITIES
In accordance with the undertaking of XCL Ltd.,
formerly The Exploration Company of Louisiana, Inc. (the
"Company"), set forth in that certain registration statement on
Form S-3 (File No. 33-41458), declared effective on November 12,
1992 (the "Registration Statement"), the Company hereby
deregisters an aggregate of 1,888,889 shares of common stock, par
value $.01 per share (the "Common Stock"), previously registered
under the Securities Act of 1933, as amended, pursuant to the
Registration Statement, issuable upon exercise of the Company's
Class A-1 Warrants issued to China Investment & Development Co.,
Ltd. (500,000 shares); and $1.00 Warrants issued to Independent
Drilling Services, Inc. (1,388,889 shares), which Warrants to
purchase Common Stock have expired unexercised in accordance with
their respective terms.
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has duly caused this Post-
Effective Amendment No. 2 to the Registration Statement on Form S-
3 (File No. 33-41458) to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Lafayette,
State of Louisiana, on the 3rd day of September, 1996.
XCL LTD.
(Registrant)
/s/ David A. Melman
By:----------------------
David A. Melman
Executive Vice President,
General Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
/s/ Marsden W. Miller, Jr.*
- - -------------------------- Chairman of the Board and
Marsden W. Miller, Jr. Chief Executive Officer September 3, 1996
/s/ John T. Chandler
- - -------------------------- President and Director September 3, 1996
John T. Chandler
/s/ David A. Melman
- - --------------------------- Executive Vice President,
David A. Melman General Counsel, Secretary September 3, 1996
and Director
/s/ Fred Hofheinz *
- - --------------------------- Director September 3, 1996
Fred Hofheinz
- - --------------------------- Director -----------, 1996
Arthur W. Hummel, Jr.
- - --------------------------- Director -----------, 1996
Michael Palliser
- - --------------------------- Director -----------, 1996
Francis J. Reinhardt, Jr.
* By David A. Melman, Attorney in Fact, pursuant to Power
of Attorney originally filed on June 28, 1991 with signature
pages to Registration Statement on Form S-3, Reg. No. 33-41458.