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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number 1-13817
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(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: Fiscal Year ended December 31, 1998
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[ ] 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:
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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:
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PART I
REGISTRANT INFORMATION
Full name of registrant Boots & Coots International Well Control, Inc.
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Former name if applicable N/A
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Address of principal executive office (Street and number)
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777 Post Oak Boulevard, Suite 800
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City, state and zip code Houston, TX 77056
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PART II
RULES 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, Form 20-F, 11-K, Form N-SAR, or portion thereof
[X] 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, 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 Rule 12b-25(c)
has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why Forms 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.)
SEE APPENDIX A.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
THOMAS L. EASLEY 713 621-7911
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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 reports) 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.
SEE APPENDIX B.
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Boots & Coots International Well Control, Inc.
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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: 03/31/99 By: THOMAS L. EASLEY
------------------------ Vice President & Chief Financial Officer
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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 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.
12b25-2
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APPENDIX A
Part III - Narrative
The Company is completing the review and assessment of computations relating to
foreign taxation for two of its foreign subsidiaries and anticipates completing
an unregistered private placement of equity securities, both of which factors
must then be assessed by the Company's independent accounting firm, Arthur
Andersen L.L.P., in completing their examination of and report on the
consolidated financial statements of the Company.
APPENDIX B
Part IV - Other Information
In 1997, the Company changed its fiscal year from June 30 to December 31.
Accordingly, the Company had a short (six month) fiscal "year" for the period
ended December 31, 1997, following the close of its prior fiscal year (twelve
months) on June 30, 1997. Thus, the results for the year ended December 31,
1998, will necessarily differ from the short fiscal period ended December 31,
1997. In addition, during 1998 the Company has increased the size and scope of
its business through a series of significant acquisitions and financing
activities, which have been reported in the Company's periodic reports filed
with the Commission during 1998. Consequently, the Company's financial results
for 1998 will reflect the results of operations which are significantly
diversified, both in size and range of activities, from those reported on for
the period ended December 31, 1997. The Company expects to report 1998 revenues
of approximately $76 million compared to six-month 1997 revenues of $5.4
million. A net loss is anticipated for 1998 in the $2.5 million to $3.0 million
range compared to $.8 million for the six-month period ended December 31, 1997.
1998 operating results include losses from hazardous materials contracts in the
fourth quarter; losses from the Company's Venezuelan materials and logistics
operations resulting from the downturn in business activity in Venezuela, and
expenses relating to the start-up development and marketing of the Company's
proprietary risk management programs. Also, 1998 operations were adversely
impacted by high interest costs incurred in connection with bridge acquisition
financings. The Company emphasized that the above estimates for fiscal 1998 are
preliminary only and results will be finalized upon completion of the audit and
resolution of the matters described above.
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[ARTHUR ANDERSEN LETTERHEAD]
March 31, 1999
Mr. Tom Easley
Chief Financial Officer
Boots & Coots Well Control, Inc.
777 Post Oak Boulevard, Suite 800
Houston, Texas 77056
Dear Mr. Easley:
You have furnished us with a copy of you "Notification of Late Filing" on Form
12b-25 dated March 31, 1999.
We are in agreement with the comments under Part III of the Form with respect
to the reasons why we are unable to furnish our report on the financial
statements of Boots & Coots International Well Control, Inc. on or before the
date the Form 10-K of Boots & Coots International Well Control, Inc. for the
year ended December 31, 1998 is required to be filed.
Very truly yours,
/s/ ARTHUR ANDERSEN LLP
