UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check one): |_| Form 10-K |_| Form 20-F |_| Form 11-K |X| Form 10-Q
|_| Form N-SAR |_| Form N-CSR
For Period Ended: March 31, 2004
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|_| Transition Report on Form 10-K
|_| Transition Report on Form 20-F
|_| Transition Report on Form 11-K
|_| Transition Report on Form 10-Q
|_| Transition Report on Form N-SAR
For the Transition Period Ended:
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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
Southwest Oil & Gas Income Fund XI-A, L.P.
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Full Name of Registrant
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Former Name if Applicable
407 North Big Spring, Suite 300
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Address of Principal Executive Office (Street and Number)
Midland, TX 79701
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City, State and Zip Code
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)
(a) The reason 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, Form 20-F, Form 11-K, Form N-SAR or
form N-CSR, or portion thereof, will be filed on or before
the fifteenth calendar day following the prescribed due
date; or the subject quarterly report or transition report
on Form 10-Q, 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 why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR,
or the transition report or portion thereof, could not be filed within the
prescribed time period.
Southwest Royalties, Inc., the Managing General Partner of the Partnership (the
"Managing General Partner"), has executed an Agreement and Plan of Merger dated
May 3, 2004 by and among Clayton Williams Energy, Inc., CWEI-SWR, Inc. and the
Managing General Partner pursuant to which the Managing General Partner will
have a change in control (the "Merger"). Because of the pending Merger, which is
anticipated to be consummated on or before May 21, 2004, and because the
Managing General Partner is responsible for preparing 20 Quarterly Reports on
Form 10-Q for all the limited partnerships it manages, it cannot timely file the
Partnership's Quarterly Report.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Lisa Hailes (432) 686-9927
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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 reports.
|_|Yes |X|No
Form 10-K
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(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?
|_|Yes |X|No
If so, attach an explanation of the anticipated changes, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
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Southwest Oil & Gas Income Fund XI-A, L.P.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: May 13, 2004 Southwest Royalties, Inc.
---------------- The Managing General Partner
By: /s/ H.H. Wommack, III
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H.H. Wommack, III
Chairman of the Board, President and
Chief Executive Officer