UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Commission File Number-000-24181 NOTIFICATION OF LATE FILING (Check one) X Form 10-K and Form 10-KSB Form 20-F Form 11-K - --- --- --- Form 10-Q and Form 10-QSB Form N-SAR - --- --- For Period Ended December 31, 2002 ----------------- __ 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: ----------------- 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: - ----------------------------------------------------------------------- PART I -- REGISTRANT INFORMATION Full Name of Registrant: SOUTHWEST PARTNERS III, L.P. ---------------------------- Former Name of Registrant: ---------------------------- Address of Principal Executive Office (Street and Number): 407 North Big Spring, Suite 300 - ---------------------------------------------------------- City, State and Zip Code: Midland, Texas 79701 - ------------------------- 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, 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 Forms 10-K, 10-KSB, Form 20-F, 11-K, Form N-SAR, 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 Forms 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 the Forms 10-K, 10-KSB, 20- F, 11-K, 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) The Partnership holds an investment in a well servicing company. There has been a delay in the Partnership receiving the well servicing company's audited financial statements, thus the MD&A section of the well servicing portion of the above 10-K has been delayed. PART IV -- OTHER INFORMATION (1) Name and telephone number of person to contact in regard to this notification Lisa Hailes (915) 686-9927 ----------- -------------------------------- (Name) (Area code and 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. There were two major changes as discussed below: On May 21, 2001, Basic issued a Notice to Stockholders of Preemptive Rights. The Partnership purchased an additional 19,000 shares of common stock at $380,000. The Partnership at December 31, 2001 owned a total of 6.32%, or 219,500 shares of Basic's outstanding common stock. On February 13, 2002, Basic sold 600,000 shares of common stock to a group of related investors. Based on this transaction, the Partnerships ownership percentage was diluted from 6.32% to 5.39%. Statements of Operations Years Ended December 31, 2002 and 2001 (unaudited) 2002 2001 ---- ---- Revenues Interest Income $ 220 4,021 ------- ---------- Expenses General and administrative 5,831 5,664 ------- ---------- $(5,611) (1,643) ======= ========== SIGNATURES SOUTHWEST PARTNERS III, L.P. ------------------------------------------- (Name of Registrant as Specified in Charter) has caused this notification to be signed on its behalf by the undersigned hereto duly authorized Dated: April 1, 2003 SOUTHWEST PARTNERS III, L.P. By: Southwest Royalties, Inc., Managing General Partner By: /s/ H.H. Wommack, III ---------------------------- H.H. Wommack, III President