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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Commission File Number : 0-25214
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:
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Part I - Registrant Information
Full Name of Registrant: Kelley Oil & Gas Corporation
Former Name if applicable
Address of Principal Executive Office (street and number):
601 Jefferson, Suite 1100
City, State and Zip Code: Houston, Texas 77002
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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)
[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 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 is filing its Form 10-Q
for the quarterly period ended March 31, 1999 contemporaneously herewith.
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
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(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.
As a result of the transactions described above, the Company is filing
in its Form 10-Q for the quarterly period ended March 31, 1999 audited
financials, including a report by its independent auditors which does not
include and expression of doubt as to the Company's ability to continue as a
going concern.
Kelley Oil & Gas Corporation has caused this notification to be signed
on its behalf by the undersigned thereunto duly authorized.
Date: May 18, 1999
By: /s/ RICK G. LESTER
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Rick G. Lester, Chief Financial Officer
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