SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
Commission File Number 0-12633
NOTIFICATION OF LATE FILING
Check one:
[X] Form 10-K and Form 10-KSB
[ ] Form 11-K
[ ] Form 20-F
[ ] Form 10-Q
[ ] Form N-SAR
For Period Ended: DECEMBER 31, 1997
[ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F
[ ] Transition Report on Form 10-Q [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
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 information relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
PART I. REGISTRANT INFORMATION
Full name of registrant: TEXOIL, INC.
Former name if applicable:
Address of principal executive office (STREET AND NUMBER):
110 CYPRESS STATION DRIVE, SUITE 220
City, State and Zip Code: HOUSTON, TEXAS 77090
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 appropriate box.)
[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, 20-F, 11-K or Form N-SAR, or portion thereof will be filed on or
before the 15th 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
[ ] (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
PART III. NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F,
10-Q, N-SAR or the transition portion thereof could not be filed within the
prescribed time period. (Attach extra sheets if necessary.)
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Response: On December 31, 1997, the registrant acquired Clifford Oil and
Gas Corp., a privately-held independent oil and gas company by the merger of
Cliffwood and a wholly-owned subsidiary of the registrant (the "Cliffwood
Merger"). As a result of the Cliffwood Merger, (i) a majority of the members of
the registrant's Board of Directors has been replaced, (ii) every executive
officer and key employee of the registrant has been replaced, (iii) the property
holdings of the registrant have increased substantially (iv) the registrant's
business strategy has changed substantially; and (v) the Cliffwood Merger will
be accounted for as a "reverse acquisition" using the purchase method of
accounting. Under this accounting method, the registrant's financial statements
will be comprehensively restated to reflect Cliffwood as the acquiring entity
for financial accounting purposes and the accounting treatment will be the
reverse of normal purchase accounting. As a result, the historical statements of
the registrant for periods prior to the Cliffwood Merger will be revised to
become those of Cliffwood (not the registrant's), and the capital structure of
Cliffwood will have to be retroactively restated to reflect the registrant's
capital structure. Accordingly, the Cliffwood Merger has so profoundly changed
financial statements, properties, business and personnel of the registrant that
in order for the registrant's current management and limited financial and
accounting personnel to obtain, complete and verify the information and
disclosure for the registrants Form 10-KSB, the registrant would have to exert
unreasonable effort and incur unreasonable expense to file the report within the
prescribed time period.
PART IV. OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
FRANK A. LODZINSKI (281) 537-9920
(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 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
for 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 quantitively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
Response: Due to the restatement of the registrant's financial statements
required by "reverse acquisition" purchase accounting, the registrant's
statements of operations for the years ended December 31, 1996 and 1997 will
become those of Cliffwood and the registrant's results of operations will be
included with Cliffwood's results of operations from and after December 31,
1997. The registrant currently estimates that the restatement of its results of
operations for the year ended December 31, 1996, will reflect Cliffwood's
earnings of approximately $368,000 as opposed to the registrant's previously
reported loss of approximately $2.3 million. For the year ended December 31,
1997, the registrant estimates that the restatement of its financial statements
for the Cliffwood Merger will reflect earnings of approximately $638,000, as
opposed to an estimated loss by the registrant of approximately $5.6 million
prior to restatement. The actual earnings or loss to reported by the registrant
after completion of its restated financial statements may vary substantially
from these estimates depending upon an audit adjustments determined to be
necessary in the course of dev/eloping such financial statements.
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TEXOIL, INC.
(Name of registrant as specified in its charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: MARCH 23, 1998 By: /s/ FRANK A. LODZINSKI
Frank A. Lodzinski,
President and Chief Executive Officer
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