<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Commission File Number : 0-23784
NOTIFICATION OF LATE FILING
(Check One)
[ ] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K
[X] Form 10-Q and Form QSB [ ] Form N-SAR
For Period Ended: March 31, 1999
[ ] 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:
Read the 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:
- --------------------------------------------------------------------------------
Part I - Registrant Information
Full Name of Registrant: Kelley Partners 1994 Development Drilling Program
Former Name if applicable
Address of Principal Executive Office (street and number):
601 Jefferson, Suite 1100
City, State and Zip Code: Houston, Texas 77002
1
<PAGE> 2
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)
[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 and form 10-KSB,
11-K, 20-F, 10-Q and Form 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.)
The Company's managing general partner has been involved in
several previously- announced material transactions, including an asset sale, a
tender offer for its outstanding subordinated convertible debt and the issuance
of senior secured debt. All of these transactions closed on May 17, 1999.
Management's involvement in and attention to these transactions made it
impossible, without unreasonable effort and expense, to complete and file the
Company's Form 10-Q for the quarterly period ended March 31, 1999 by May 17,
1999. The Company intends to file its Form 10- Q for the quarterly period ended
March 31, 1999 by May 20, 1999.
Part IV - Other Information
(1) Name and telephone number of person to contact in regard to this
notification.
Rick G. Lester 713/652-5200
(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 report(s) been filed? If the answer is no,
identify report(s). [X] Yes [ ] No
2
<PAGE> 3
(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.
Kelley Partners 1994 Development Drilling Program has caused this
notification to be signed on its behalf by the undersigned thereunto duly
authorized.
Date: March 18, 1999
By: /s/ RICK G. LESTER
--------------------
Rick G. Lester, Chief Financial Officer
3
