-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BzWl4Vwd1fc2JPQO9TS8hGIUMpoFNpgn+68ArJNPDKzzKX1zTH8D0ao4sSQ9J2l5 xbgs/lKYhBCTFJQJuP6yrw== 0001021890-98-000062.txt : 19980402 0001021890-98-000062.hdr.sgml : 19980402 ACCESSION NUMBER: 0001021890-98-000062 CONFORMED SUBMISSION TYPE: NT 10-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980401 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: PEASE OIL & GAS CO /CO/ CENTRAL INDEX KEY: 0000076878 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 870285520 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: NT 10-K SEC ACT: SEC FILE NUMBER: 000-06580 FILM NUMBER: 98584633 BUSINESS ADDRESS: STREET 1: 751 HORIZON COURT STE 203 STREET 2: P O BOX 60219 CITY: GRAND JUNCTION STATE: CO ZIP: 81506-8718 BUSINESS PHONE: 9702455917 MAIL ADDRESS: STREET 1: 751 HORIZON CT STE 203 STREET 2: P O BOX 60219 CITY: GRAND JUNCTION STATE: CO ZIP: 81506-8758 FORMER COMPANY: FORMER CONFORMED NAME: WILLARD PEASE OIL & GAS CO DATE OF NAME CHANGE: 19920703 NT 10-K 1 NOTIFICATION OF LATE FILING--12/31/97 FORM 10-KSB
----------------------------- UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION ----------------------------- Washington, D.C. 20549 OMB Number: 3235-0058 Expires: May 31, 1997 Estimated average burden FORM 12b-25 hours per response ..... 2.50 ----------------------------- ----------------------------- NOTIFICATION OF LATE FILING SEC FILE NUMBER 0-6580 (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 CUSIP NUMBER 705019 404 For Period Ended: December 31, 1997 ----------------------------- --------------------------- [ ] 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 Instruction (on back page) 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 Pease Oil and Gas Company - ------------------------------------------------------------------------------------------------------------------------------------ Full Name of Registrant N/A - ------------------------------------------------------------------------------------------------------------------------------------ Former Name if Applicable 751 Horizon Court, Suite 203 - ------------------------------------------------------------------------------------------------------------------------------------ Address of Principal Executive Office (Street and Number) Grand Junction, Colorado 81506-8758 - ------------------------------------------------------------------------------------------------------------------------------------ City, State and Zip Code 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; | |X| | (b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K or Form N-SAR, | or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the | calendar day following the prescribed due date; and | subject quarterly report of 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 Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, or the transition report or portion thereof, could not be filed within the prescribed time period. | The subject report could not be filed without unreasonable effort or expense because the Registrant retroactively converted to the full cost accounting method from the successful efforts method of accounting for oil and gas activities for the year ended December 31, 1997 and prior years. Additional time was required to accumulate information necessary to complete the conversion. (Attach Extra Sheets if Needed) SEC 1344 (6/94)
PART IV--OTHER INFORMATION (1) Name and telephone number of person to contact in regard to this notification Patrick J. Duncan 970 245-5917 ------------------------------------------- ------------------------------- ------------------------------------------------- (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 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 Net loss applicable to common stockholders for 1997 is expected to be approximately $16 million (or $1.22 per share), compared to a loss of $1.5 million (or $0.20 per share) for the fiscal year ended December 31, 1996. It is expected the 1997 loss will include $12.9 million of impairment charges related to the following: approximately $6.4 million attributable to write-down of Rocky Mountain oil and gas assets held for sale as disclosed on Form 8-K filed December 24, 1997, approximately $4.0 million attributable to write-down of oil and gas properties and $2.5 million associated with the cumulative effect of the full cost accounting method conversion. ==================================================================================================================================== PEASE OIL AND GAS COMPANY ---------------------------------------------------- (Name of Registrant as Specified in Charter) has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized. Date April 1, 1998 By /s/ Patrick J. Duncan ------------------------------------------ Patrick J. Duncan, Chief Financial Officer 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 (17 CFR 240.12b-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 (ss.232.201 or ss.232.202 of this chapter) or apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T (ss.232.13(b) of this chapter).
EX-1 2 LETTER FROM HEIN + ASSOCIATES LLP HEIN + ASSOCIATES LLP Certified Public Accountants and Consultants with offices in Houston, Dallas and Los Angeles. Telephone (303) 298-9600 Fax (303) 298-8118 717 17th Street, Suite 1600 Denver, Colorado 80202-3330 March 31, 1998 Securities and Exchange Commission Washington, D.C. 20549 RE. Pease Oil and Gas Company Gentlemen: We confirm that the 1997 audit of Pease Oil and Gas Company is not yet completed and cannot be completed by the required filing date of March 31, 1998 without unreasonable cost and effort due to the Company's decision to change from the successful-efforts method to the full-cost method of accounting. Sincerely, /s/ Hein & Associates LLP HEIN + ASSOCIATES LLP -----END PRIVACY-ENHANCED MESSAGE-----