UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
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(Check
one):
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Form 10-K
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Form 20-F
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Form 11-K
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Form 10-Q
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Form 10-D
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Form N-SAR
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Form N-CSR
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For
Period Ended:
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March
31, 2009
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o
Transition Report on Form 10-K
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Transition Report on Form 20-F
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Transition Report on Form 11-K
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Transition Report on Form 10-Q
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Transition Report on Form N-SAR
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For
the Transition Period Ended:
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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
TXCO Resources
Inc.
Full Name
of Registrant
Former
Name if Applicable
777 E. Sonterra Blvd., Ste.
350
Address
of Principal Executive Office
(Street and Number)
San Antonio, Texas
78258
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)
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(a)
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The
reason described in reasonable detail in Part III of this form could not
be eliminated without unreasonable effort or expense;
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(b)
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The
subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, Form 11-K, Form N-SAR or
Form N-CSR, or portion thereof, 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 subject
distribution report on Form 10-D, or portion thereof, will be filed
on or before the fifth calendar day following the prescribed due date;
and
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(c)
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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
State
below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D,
N-SAR, N-CSR, or the transition report or portion thereof, could not be filed
within the prescribed time period. (Attached extra sheets if
needed.)
_________
As initially reported in the
Registrant's Annual Report on Form 10-K for the year ended December 31, 2008,
the Registrant has continued to experience substantial difficulties in meeting
short-term cash needs, particularly in relation to vendor
commitments. Substantially all of the Registrant's assets are
pledged, and extreme volatility in energy prices and a deteriorating global
economy have created difficulties in the capital markets and have hindered our
ability to raise debt and/or equity capital. The Registrant's
inability to improve its liquidity and cash resources has caused it to
experience material adverse business consequences.
As a result, the Registrant is still in
the process of assessing its financial position and liquidity and its ability to
continue normal operations in light of (a) recent and ongoing economic
conditions which have negatively impacted the Registrant's operating results,
(b) instability in the capital markets, and (c) the Registrant's lenders
acceleration of and demand for immediate payment of the entire amount of the
funds the Registrant owes under the bank credit facilities, including all
interest accrued and unpaid thereon and all other amounts payable thereunder,
and the fact the Registrant does not have sufficient funds to repay the amounts
owed under the bank credit facilities. The Registrant's current
circumstances and worsening liquidity and financial position could require the
Registrant to seek relief though a filing under the U.S. Bankruptcy Code in the
very near future, the result of which is that the Registrant could cease to be a
public filer, cease to have a market for its securities and/or the Registrant's
securities may have little or no value.
Since March 2009, the Registrant's
management team has been focused on pursuing strategic alternatives to address
its liquidity issues and continuing discussions with its lenders, which has
strained the Registrant's available management and financial
resources. Because the Registrant's management has devoted
considerable attention to addressing the Registrant's financial and liquidity
issues, because the assessment of its financial position and liquidity is
ongoing and because the Registrant's Chief Financial Officer was terminated
effective May 7, 2009 in connection with the Registrant's reduction in force,
the Registrant was unable to complete its Form 10-Q for the quarterly period
ended March 31, 2009 in a timely manner without unreasonable effort or
expense. The Registrant plans to file its Form 10-Q by May 18, 2009,
as prescribed in Rule 12b-25.
PART
IV — OTHER INFORMATION
(1) Name
and telephone number of person to contact in regard to this
notification
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James
E. Sigmon
Chairman
and Chief Executive Officer
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(210)
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496-5300
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(Name) (Title)
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(Area
Code)
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(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 answer is no,
identify report(s).
(3) Is
it anticipated that any significant change in results of operations for 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?
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 Registrant anticipates, based on
the information currently available to it, that its results of operations for
the three months ended March 31, 2009 will be significantly different from those
for the three months ended March 31, 2008. Key income statement line items
include:
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Income Statement Line Item
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First-Quarter 2009
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First-Quarter 2008
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($
in millions)
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Total
Revenues
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$
15.6
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$
32.3
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Operating Income
(Loss)
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(25.7)
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6.6
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Income
(Loss) Before Income Taxes
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(57.6)
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4.1
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Income
tax (expense) benefit
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18.9
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(.1)
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Net
Income (Loss) to Common Stockholders
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$
(40.0)
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$ 3.3
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Significant impacts on
first-quarter 2009
:
(1) A
non-cash charge of approximately $27.6 million was recorded to accrete the
balance on the convertible preferred stock to account for the redemption premium
that will be due on payment at some future date.
(2) A
non-cash impairment charge of approximately $12.0 million was recorded as the
result of lower forecasted commodity prices. Non-cash depletion costs
were also higher due to lower reserve balances.
(3) Oil
and natural gas revenues were down by $14.7 million as compared to March 31,
2008 primarily as the result of sharply reduced commodity sales
prices.
FORWARD-LOOKING
STATEMENTS
This
Notification of Late Filing on Form 12b-25 contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. In particular,
statements by the Registrant regarding expected and estimated results of
operations for the three months ended March 31, 2009, as well as other
statements of management's expectations, anticipations, beliefs, plans,
intentions, targets, estimates, or projections and similar expressions relating
to the future, are forward-looking statements within the meaning of these laws.
Forward-looking statements in some cases can be identified by their being
preceded by, followed by or containing words such as "estimate," "plan,"
"project," "forecast," "intend," "expect," "anticipate," "believe," "seek,"
"target" and other similar expressions. Forward-looking statements are based on
assumptions and assessments made by the Registrant's management in light of
their experience and their perception of historical trends, current conditions,
expected future developments and other factors they believe to be appropriate.
Any forward-looking statements are not guarantees of the Registrant's future
performance and are subject to risks and uncertainties that could cause actual
results, developments and business decisions to differ materially from those
contemplated by any forward-looking statements.
Some of
the factors that may cause actual results, developments and business decisions
to differ materially from those contemplated by any forward-looking statements
include the following: changes in unaudited and/or unreviewed financial
information; the ability of the Registrant to file its Quarterly Report on Form
10-Q for the quarterly period ended March 31, 2009 on or before the fifth
calendar day following the prescribed due date; the ability of the Registrant
(which term, unless otherwise specified or the context otherwise requires,
refers in this paragraph to the Registrant and its subsidiaries) to continue as
a going concern; the Registrant's ability to obtain capital on reasonable terms,
or at all, to fund working capital or other needs; the adequacy of the
Registrant's liquidity and the Registrant's ability to meet its cash
commitments, working capital needs, and lender and vendor obligations and its
commitments to pay dividends on its preferred stock; operational
disruptions; the Registrant's ability to continue to comply with section 404 of
the Sarbanes-Oxley Act of 2002, as amended; general market conditions; adverse
capital and credit market conditions; uncertainty about the effectiveness of the
U.S. Government's plan to stabilize financial markets; the impairment of
financial institutions; results of the Registrant's strategic
alternatives review; vendor relations; the costs and accidental risks inherent
in exploring and developing new oil and natural gas reserves; the price for
which such reserves and production can be sold; fluctuation in prices of oil and
natural gas; the uncertainties inherent in estimating quantities of proved
reserves and cash flows; competition; actions by third-party co-owners in
properties in which the Registrant also owns an interest; acquisitions of
properties and businesses; operating hazards; environmental concerns affecting
the drilling of oil and natural gas wells; impairment of oil and gas properties
due to depletion or other causes; the ability of the Registrant to attract,
motivate and/or retain key executives and employees; the outcome of litigation;
and hedging decisions, including whether or not to hedge. The Registrant
undertakes no obligation to revise or update any forward-looking statements, or
to make any other forward-looking statements, whether as a result of new
information, future events or otherwise. More information about potential
factors that could affect the Registrant's operating and financial results is
included in the Registrant's annual report on Form 10-K for the year ended
December 31, 2008.
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TXCO
Resources Inc.
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(Name
of Registrant as Specified in
Charter)
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has
caused this notification to be signed on its behalf by the undersigned hereunto
duly authorized.
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Date: May
12, 2009
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/s/ James E.
Sigmon
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James
E. Sigmon
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Chairman
and Chief Executive
Officer
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