U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C..20549
FORM 12b-25 NOTIFICATION OF LATE FILING
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Commission File No. 1-10669
(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: December 31, 1996
[ ] 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: --------------------------
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:
Items 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13 and 14.
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PART I
REGISTRANT INFORMATION
Full Name of Registrant XCL Ltd.
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Former name if applicable -------------------------------
Addres of principal executive office (Street and number)
110 Rue Jean Lafitte, 2nd Floor
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City, state and zip code Lafayette, Louisiana 70508
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PART II
RULE 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 reasons described in reasonable detail in
Part III of this form could not be eliminated
without unreasonable effort or expense;
(b) The subject annual report, semi-annual
report, transition report on Form 10-K, 10-
KSB, 20-F, 11-K or Form N-SAR, or portion
thereof will be filed on or before the 15th
[X] 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 the Rule 12b-25(c)has been
attached if applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why Form
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.)
The Company's independent petroleum engineers require
additional time to incorporate recent revisions made
to the development plan for the Zhao Dong Block. Such
revisions to the development plan have a direct affect
on the cost basis used for the reserve report. As a
consequence of the delay in providing the reserve
report, the Company's auditors have been unable to
complete their audit.
PART V
OTHER INFORMATION
(1) Name and telephone number of person to contact in
regard to this notification.
Benjamin B. Blanchet 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 believes that the substantial decline in
oil prices in 1997 will effect the Company's
Standardized Measure of Discounted Net Cash Flows
Related to Proved Oil and Gas Reserves as of December
31, 1997. Preliminary results of operations, before
preferred stock dividends, indicate the 1997 loss is
estimated to be approximately $14 million, as compared
to $12 million in 1996.
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 31, 1998 By: /s/ Benjamin B. Blanchet
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Benjamin B. Blanchet
Executive Vice President
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.
H.J. GRUY AND ASSOCIATES, INC.
1200 Smith Street, Suite 3040, Houston, Texas 77002 o FAX (713)
739-6112 o (713) 739-1000
March 27, 1998
XCL, Ltd.
110 Rue Jean lafitte
Lafayette, Louisiana 70508
RE: XCL January 1, 1998 Reserve Report
Attn: Mr. Richard Kennedy
Dear Mr. Kennedy:
H.J. Gruy and Associates, Inc. will not have a final January 1,
1998 reserve report by March 31, 1998. H.J. Gruy engineers
require additional time to incorporate recent revisions made to
the development plan for the Zhao Dong Block. This information
will be provided by XCL on or before April 3, 1998 and a reserve
report will be finalized shortly afterwards.
Sincerely,
H.J. GRUY AND ASSOCIATES, INC.
/s/ James L. Vincelette
Jim Vincelette
Executive Vice President
JV:akr
Coopers Coopers & Lybrand L.L.P.
& Lybrand
[logo] a professional services firm
200 South Biscayne Boulevard telephone (305) 375-7400
Suite 1900
Miami, Florida 33131 facsimile (305) 375-6221
March 27, 1998
United States Securities
and Exchange Commission
450 Fifth Street, Northwest
Washington, D.C. 20549
RE: XCL Ltd. ("Registrant")
To: The Securities and Exchange Commission
The Registrant has not provided the evaluation of oil and gas
reserves required to complete our audit of the financial
statements for the year ended December 31, 1997. Accordingly, we
are unable to issue the related accountants' report on or before
March 31, 1998.
Very truly yours,
/s/ Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P. is a member of Coopers & Lybrand
International, a limited liability association incorporation in
Switzerland
