SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A No. 1
Current Report Pursuant
to Section13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported) April 27, 2000
XCL Ltd.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State of other Jurisdiction of Incorporation)
1-10669 51-0305643
(Commission File Number) (I.R.S. Employer Identification Number)
Petroleum Tower, Suite 400
3639 Ambassador Caffery Parkway
Lafayette, Louisiana 70503
(Address of Principal Executive Office)
318-989-0449
(Registrant's Telephone Number, Including Area Code)
Item 4. Changes in the Registrant's Certifying Accountant
(PriceWaterhouse Coopers LLP).
(i) The Company's certifying accountants by mutual agreement
with the Company declined to stand for re-election for the year
ended December 31, 1999. The Company has retained the services
of Hein + Associates, LLP to perform an audit and issue a report
for the fiscal year ended December 31, 1999. This engagement is
subject to fulfillment of Hein + Associates' client acceptance
procedures.
(ii) The accountant's most recent report dated April 12, 1999,
for the fiscal year ended December 31, 1998, contains an
explanatory paragraph relating to the Company's ability to
continue as a going concern and whether or not it will be able to
generate the necessary funds to satisfy its contractual
obligations for development of its China properties. The Company
expects that the Hein + Associates' report will contain an
explanatory paragraph similar to that found in the report dated
April 12, 1999.
(iii) On May 4, 2000, six of the Company's directors resigned
and the three remaining directors, two of whom are members of the
audit committee, have approved the decision to change
accountants.
(iv) During the two most recent audited fiscal years, December
31, 1997 and 1998, and the subsequent period through the date of
dismissal, there were no disagreements with the former
accountants. The Company has authorized the former accountants,
and the Company has also agreed, to respond fully to the
inquiries of Hein + Associates.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
XCL LTD.
May 17, 2000 /s/ Lisha C. Falk
_________________________ By:_______________________________
Date Name: Lisha C. Falk
Title: Corporate Secretary
EXHIBITS
Exhibit Description
16 Letter from PriceWaterhouse Coopers, LLP dated
May 17, 2000.
(1)
PricewaterhouseCoopers [LOGO]
PricewaterhouseCoopers LLP
1201 Louisiana, Suite 2900
Houston TX 77002-5678
Telephone (713) 356-4000
Facsimile (713) 356-4717
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
May 17, 2000
Commissioners:
We have read the statements made by XCL Ltd. (copy attached),
which we understand will be filed with the Commission, pursuant
to Item 4 of Form 8-K, as part of the Company's Form
8-K report dated May 17, 2000. We agree with the statements
concerning our Firm in such Form 8-K.
Very truly yours,
/s/ PricewaterhouseCoopers LLP
Attachment
