SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
Commission File Number = 0-14905
NOTIFICATION OF LATE FILING OF FORM 10-K
For the Period Ended: December 31, 1996
Part 1. Registrant Information
AMERICAN INTERNATIONAL PETROLEUM CORPORATION
(Full name of registrant)
444 Madison Avenue, Suite 3203, New York, NY 10022
(Address of Principal executive office)
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 on Form 10-K will be filed on or before
the 15th calendar day following the prescribed due date; and
[x] (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 could not be
filed within the prescribed time period:
As a consequence of developments subsequent to the end of the
registrant's fiscal year ended December 31, 1996, namely the sale, in late
February 1997, of the Registrant's wholly-owned subsidiaries in Colombia and
Peru, South America (the "Sale"), which developments could affect the
preparation of its financial statements for such fiscal year and other
disclosures required by Form 10-K, the registrant has been delayed in completing
such financial statements and certain other portions of the Registrant's Form
10-K for the fiscal year ended December 31, 1996.
In addition, as an oil and gas exploration and production company,
which follows the "full cost" method of accounting for exploration and
development of oil and gas reserves, the Registrant is required to perform a
"ceiling test" to determine if its capitalized costs less its accumulated
depletion, depreciation and amortization and related deferred income taxes
exceeds the carrying value of its oil and gas properties, or ceiling. Any
resultant excess is required to be expensed.
As a result of the Sale, the Registrant incurred delays in obtaining
from its foreign operations the data necessary for the timely completion of
these calculations and of certain portions of the Registrant's Form 10-K for the
fiscal year ended December 31, 1996. Such information could not have been
provided to the Registrant within the prescribed time period without undue
effort and expense.
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Part IV. Other Information
(1) Name and telephone number of person to contact in regard to this
notification:
Denis J. Fitzpatrick (212)688-3333
(Name) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d)
of the Securities Exchange Act of 1934 during the preceding 12 months or for
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 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 carrying value of the Registrant's oil and gas properties is highly
dependent upon the classification of its estimated oil and gas reserves by its
independent petroleum engineers. Depending upon the results of the
classification, it is anticipated that the carrying value of the Registrant's
oil and gas reserves will increase over the last fiscal year. However, the
Registrant could incur an impairment in the carrying value of its oil and gas
properties of up to $1,400,000 if there is no increase in the carrying value of
same.
AMERICAN INTERNATIONAL PETROLEUM CORPORATION
(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 27, 1997 By: /s/ Denis J. Fitzpatrick
--------------------------
Title: Chief Financial Officer
Instruction: The form may be signed by an executive officer of the
registrant or by any other duly authorized representative. 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:
International misstatements or omission of fact constitute Federal
criminal violations (see 18 U.S.C. 1001).
