GREY WOLF INC
11-KT, 1999-06-30
DRILLING OIL & GAS WELLS
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                    U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                                  FORM 12B-25

                               ---------------

                          NOTIFICATION OF LATE FILING

                                                         COMMISSION FILE NUMBER
                                                                 333-65049

 (Check One):
[ ] Form 10-K and Form 10-KSB [ ] Form 20-F [X] Form 11-K [ ] Form 10-Q and
Form 10-QSB [ ] Form N-SAR

For Period Ended:      December 31, 1998

[ ] 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:

  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:

PART I--REGISTRANT INFORMATION

                     GREY WOLF DRILLING COMPANY 401(K) PLAN
- -------------------------------------------------------------------------------
Full Name of Registrant
                                 NOT APPLICABLE
- -------------------------------------------------------------------------------
Former Name if Applicable
                        10370 RICHMOND AVENUE, SUITE 600
- -------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)
                           HOUSTON, TEXAS 77042-4136
- -------------------------------------------------------------------------------
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) [ss23,047], the
following should be completed. (Check box if appropriate)

           (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, Form 20-F, 11-K or 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 Form 10-Q, or portion thereof will be filed on or before
           the fifth calendar day following the prescribed due date; and
           [Amended in Release No. 34-26589 (ss72,435), effective April 12,
           1989, 54 F.R. 10306.]

           (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.




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PART III--NARRATIVE

State below in reasonable detail the reasons why Form 10-K and Form 10-KSB,
20-F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the transition report or portion
thereof could not be filed within the prescribed period. (Attach Extra Sheets
if Needed)

                  The registrant has not been able to compile the requisite
           financial data necessary to enable it to have sufficient time to
           complete its annual report on Form 11-K by June 29, 1999, the
           required filing date, without unreasonable effort and expense. The
           registrant became subject to the reporting obligations of the
           Securities Exchange Act of 1934, as amended (the "Exchange Act"),
           pursuant to Section 15(d) on September 30, 1998. The registrant's
           relative inexperience regarding the necessary internal procedures
           for preparation of the reports required by the Exchange Act is the
           primary reason the registrant is unable to file its Form 11-K within
           the prescribed period.

PART IV--OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this
notification

    DAVID W. WEHLMANN                (713)                 435-6100
- ------------------------          -----------          ------------------
       (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 the 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?
                               [ ] Yes              [X] 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.

                     GREY WOLF DRILLING COMPANY 401(K) PLAN
- -------------------------------------------------------------------------------
                  (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.

Date  JUNE 30, 1999                       By /s/ DAVID W. WEHLMANN
     ---------------                         ----------------------

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.




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                                   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 (17 CFR 240, 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 the 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
           (ss232.201 or ss232.202 of this chapter) or apply for an
           adjustment in filing date pursuant to Rule 13(b) of Regulation S-T
           (ss232.13(b) of this chapter). [Added in Release No. 34-31905
           (ss85,111), effective April 26, 1993, 58 FR 14628; and Release No.
           34-35113 (ss85,475), effective January 30, 1995, 59 F.R. 67752.]

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