U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25 NOTIFICATION OF LATE FILING
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(Check One):
[X] Form 10-K [ ] Form 10-KSB [ ] Form 20-F [ ] Form 11-K
[ ] Form 10-Q [ ] Form10-QSB [ ] Form N-SAR
For Period Ended: December 31, 1995
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[ ] Transition Report on Form 10-K or Form 10-KSB
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q or 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.
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If the notification relates to a portion of the filing
checked above, identify the Item(s) to which the notification
relates:
Items 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14 and Exhibits
Part I-Registrant Information
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XCL LTD.
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Full Name of Registrant
N/A
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Former Name If Applicable
110 Rue Jean Lafitte, Lafayette, Louisiana 70508 ------
-------------------------------------------------Address of
Principal Executive Office (Street and Number)
City, State and Zip Code
Part II-Rules 12b-25(b) and (c)
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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 or Form
10KSB, 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 Form 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 the Rule 12b-25(c) has been
attached if applicable.
Part III-Narrative
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State below in reasonable detail the reasons why the Form
10K 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 time period. (Attach Extra
Sheets If Needed)
The Company has not been able to complete its financial
statements without unreasonable effort or expense due to the
current unavailability of reserve information with respect to
its non-U.S. oil and gas properties.
Part IV-Other Information
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(1) Name and telephone number of person to contact in regard
to this notification.
David A. Melman (318) 237-0325
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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 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.
The Company anticipates the earnings statement for the
year 1995 to reflect a 43 percent decline in revenues from
1994, primarily due to continued declines in production
volumes. As of September 30, 1995, results include a $16.5
million charge for impairment of oil and gas properties as
compared to $25.9 million for the year ended 1994.
Additionally, a $58.8 million noncash write-down for impairment
of domestic oil and gas properties was recorded during the
fourth quarter of 1995.
XCL Ltd.
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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: March 29, 1996 By: /s/ David A. Melman
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Executive Vice President and
General Counsel
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 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 or apply for
an adjustment in filing date pursuant to Rule 13(b) of
Regulation S-T.
