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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number 0-21411
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(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: 12-31-98
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[ ] 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:
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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:
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PART I
REGISTRANT INFORMATION
Full name of registrant Costilla Energy, Inc.
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Former name if applicable
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Address of principal executive office (Street and number)
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400 West Illinois, Suite 1000
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City, state and zip code Midland, Texas 79701
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PART II
RULES 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.)
[X] (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
[X] (b) The subject annual report, semi-annual report, transition report on
Form 10-K, 10-KSB, Form 20-F, 11-K, Form N-SAR, or portion thereof
will be filed on or before the 15th 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 Rule 12b-25(c)
has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why Forms 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.)
Pursuant to a previously-reported Purchase and Sale Agreement dated December 16,
1998, between Costilla Energy, Inc. (the "Company") and Pioneer Natural
Resources USA, Inc. ("Pioneer"), the Company had the right to purchase certain
oil and gas properties from Pioneer. That agreement was terminated on March 31,
1999 and replaced by a new Purchase and Sale Agreement dated April 1, 1999 (the
"Agreement"), providing for the acquisition by Costilla from Pioneer of
substantially the same oil and gas properties as under the previous agreement
for a purchase price of approximately $250 million (the "Pioneer Acquisition").
The Pioneer Acquisition is now scheduled to close on April 15, 1999 and would
substantially increase the size of the Company. Much of the Company's disclosure
in its Form 10-K for the year ended December 31, 1998 will depend upon whether
or not the Pioneer Acquisition is consummated. Particularly, the description of
the Company's business and properties, operating plans, capital budget,
securities ownership and other matters will be significantly different depending
upon whether the Pioneer Acquisition is consummated. Preparing such disclosure
for all of the various contingencies would require unreasonable effort and
expense on the part of the Company, which can be mitigated by finalizing such
disclosure following consummation of the Pioneer Acquisition or termination of
the Agreement. In addition, the resources available to management of the Company
are and have been concentrated and focused on matters related to the Pioneer
Acquisition and the financing for the Pioneer Acquisition, which have demanded
substantially all of the time and efforts of the Company's senior officers. As a
result, many of the resources necessary for completion of the Company's 10-K
have been directed at satisfying the demands placed on the Company by the
Pioneer Acquisition.
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PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Bobby W. Page (915) 683-3092
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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 reports) 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.
Based upon preliminary information, the Company anticipates that its net
loss for the year ended December 31, 1998 will be substantially increased
compared to the net loss for the year ended December 31, 1997, representing a
significant change in the Company's results of operations. As more fully
discussed in Part II hereof, many of the Company's resources necessary for
completion of the Company's annual report on Form 10-K have been directed toward
satisfying the demands placed on the Company in connection with the Pioneer
Acquisition. As a result, the Company is not able to provide detailed financial
results for 1998 at this time.
Costilla Energy, Inc.
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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: April 1, 1999 By: /s/ BOBBY W. PAGE
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Bobby W. Page, Senior Vice President and
Chief Financial Officer
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 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.
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