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, 1998
[ ] 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.
PART I
REGISTRANT INFORMATION
Full Name of Registrant XCL Ltd.
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Former name if applicable -------------------------------
Address 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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<PAGE>
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 revised geological
interpretations based upon recently completed analysis
of the 3-D seismic surveys on the Zhao Dong Block. 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 during 1998 will effect the Company's
Standardized Measure of Discounted Net Cash Flows
Related to Proved Oil and Gas Reserves as of December
31, 1998. The Company is unable to determine the effect
of the oil price decline until it has received the
reserve report.
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, 1999 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.
