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U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER
1-12058
CUSIP NUMBER
122016108
(Check One):
[X] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K
[ ] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For Period Ended: December 31, 1998
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] 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.
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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
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Full Name of Registrant: Burlington Resources Coal Seam Gas Royalty Trust
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Former Name if Available:
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Address of Principal Executive Office (Street and Number):
NationsBank, N.A., Trustee
901 Main Street, Suite 1700
City, State and Zip Code: Dallas, Texas, 75202
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PART II -- RULES 12b-25(b) AND (c)
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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, Form 20-F, 11-K or Form N-SAR, or portion thereof
[X] will be filed on or before the fifteenth 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.
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PART III -- NARRATIVE
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State below in reasonable detail the reasons why Form 10-K and Form 10-KSB,
11-K, 10-Q and Form 10-QSB, -SAR, or the transition report or portion thereof
could not be filed within the prescribed period.
As described in the registrant's current reports on Form 8-K dated December 28,
1998 and January 5, 1998, on December 28, 1998, the unitholders of the
registrant, a Delaware business trust, approved a unitholder proposal ordering
the termination of the registrant and the sale of all of its assets, consisting
primarily of royalty interests in certain gas producing properties, according to
the terms of the Trust Agreement governing the registrant. Since such date the
registrant, with the assistance of an independent oil and gas divestment
advisor, has actively attempted to arrange the sale of such assets. On March 25,
1999 the Trust accepted an offer for the sale of all its assets to San Juan
Partners L.L.C., an affiliate of Dominion Resources, Inc., for an all-cash
purchase price of $73 million. The sale was consummated on March 26, 1999. The
registrant expects that the units will be delisted by the New York Stock
Exchange in the near future and the registrant will be dissolved following
completion of its remaining administrative duties.
Because of the degree of materiality of the sale transaction and the recency of
the transaction, the registrant is unable to prepare the proper level of
disclosure and analysis necessary to adequately describe these events and the
registrant's independent accountants are unable to complete their audit of the
registrant's 1998 financial statement in a time frame permitting the filing by
March 31, 1999 of the registrant's report without unreasonable effort or
expense.
(Attach Extra Sheets if Needed)
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PART IV -- OTHER INFORMATION
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(1) Name and telephone number of person to contact in regard to this
notification.
Ron E. Hooper (214) 209-2400
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(Name) (Area Code) (Telephone Number)
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(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 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?
[ ] Yes [X] 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.
BURLINGTON RESOURCES COAL SEAM GAS ROYALTY TRUST
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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: April 1, 1999 By: NationsBank, N.A., Trustee
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By: /s/ RON E. HOOPER
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Ron E. Hooper
Vice President and
Trust Administrator
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[LETTERHEAD OF DELOITTE & TOUCHE LLP]
April 1, 1999
Ron E. Hooper
NationsBank, N.A.
901 Main Street, Suite 1700
Dallas, Texas 75202
Dear Mr. Hooper:
You have furnished us with copy of your "Notification of Late Filing" on Form
12b-25 dated April 1, 1999.
We are in agreement with the comments under Part III of the Form with respect
to the reasons why the Form 10-K of Burlington Resources Coal Seam Gas Royalty
Trust for the year ended December 31, 1998 could not be filed without
unreasonable effort or expense on or before the date it was required to be
filed.
Yours very truly,
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
