-----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, SbL2RP+NO7XP6b7szNjDrS8OIt+KZZxIUkxDVf1sJ9Bm/1RoP7jQwBAVRb5GX9Lv YHZXbZgMSNBMqLjkDKRkOA== 0000077877-08-000171.txt : 20080516 0000077877-08-000171.hdr.sgml : 20080516 20080516150547 ACCESSION NUMBER: 0000077877-08-000171 CONFORMED SUBMISSION TYPE: NT 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080331 FILED AS OF DATE: 20080516 DATE AS OF CHANGE: 20080516 EFFECTIVENESS DATE: 20080516 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PDC 1999-D LTD PARTNERSHIP CENTRAL INDEX KEY: 0001093942 STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: NT 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 333-41977-08 FILM NUMBER: 08841993 BUSINESS ADDRESS: STREET 1: C/O PETROLEUM DEVELOPMENT CORP STREET 2: 103 E MAIN STREET CITY: BRIDGEPORT STATE: WY ZIP: 26330 BUSINESS PHONE: 3048423597 MAIL ADDRESS: STREET 1: C/O PETROLEUM DEVELOPMENT CORP STREET 2: 103 E MAIN STREET CITY: BRIDGEPORT STATE: WY ZIP: 26330 NT 10-Q 1 nt10qpdc1999d033108.htm NOTIFICATION OF LATE FILING nt10qpdc1999d033108.htm
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SEC FILE NUMBER
333-41977-08
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 12b-25

(Check one):
 
 Form 10-K   Form 20-F    Form 11-K    x Form 10-Q    Form 10-D    Form N-SAR  
  Form N-CSR
NOTIFICATION OF LATE FILING

   
For Period Ended: March 31, 2008                              
   
 
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
PDC 1999-D Limited Partnership
Full Name of Registrant
 
Former Name if Applicable
 
120 Genesis Blvd
Address of Principal Executive Office (Street and Number)
 
Bridgeport, WV 26330
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 reason 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, 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
   
(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 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.

We have determined that we are unable to file our Form 10-Q for the quarterly period ended March 31, 2008, by the May 15, 2008, due date or by May 20, 2008.  Therefore, we have not requested the five-day extension permitted by the rules of the U.S. Securities and Exchange Commission (the "SEC").

We are not able to file a timely Form 10-Q for the quarterly period ended March 31, 2008, because we have not completed required financial statements for previous reporting periods.  In November 2005, we determined that our previously issued financial statements for the year ended December 31, 2004, and for the quarter ended March 31, 2005, should no longer be relied upon.  More information regarding the 2004 restatement and our initial efforts to file our comprehensive 2005 10-K including quarterly financial information can be found in our Current Report on Form 8-K filed with the SEC on November 15, 2005 and our Form 12b-25’s filed with the SEC on April 3, 2006 and August 15, 2006.

In March 2007, prior to completing the 2005 financial statements which would have included the restatement of prior periods,  in connection with the audit of our managing general partner's 2006 financial statements, the managing general partner, along with its independent accounting firm, identified that the managing general partner had over withheld production taxes from revenue distributions made to its 75 drilling partnerships' limited partners between 2001 and 2006, including our limited partners.  We have not filed financial statements as we are continuing to evaluate the impact of this event on our financial statements.

The managing general partner is currently undergoing an evaluation of its plan and processes to restore us to full compliance with applicable reporting obligations.  Such compliance continues to be hampered by the restatements, adjustments, and change of independent auditors described above.  Accordingly we are not able to estimate when we will file the delinquent reports described in Part IV(2) below.  We have been in contact with the Division of Corporation Finance regarding our reporting delays and are working to find an appropriate resolution.  The managing general partner will continue to provide monthly reporting of production, oil and gas sales and direct expenses, along with annual reserve reports and income tax information.

PART IV — OTHER INFORMATION
   
(1)  
Name and telephone number of person to contact in regard to this notification
 

Darwin L. Stump
Chief Accounting Officer
Petroleum Development Corporation,
Managing General Partner
 
 
 
 
304
 
 
 
 
808-6249
   
(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).          Yes    No x
 
 
Form 10-K for the year ended December 31, 2005
Form 10-Q for the quarter ended March 31, 2006
Form 10-Q for the quarter ended June 30, 2006
Form 10-Q for the quarter ended September 30, 2006
Form 10-K for the year ended December 31, 2006
Form 10-Q for the quarter ended March 31, 2007
Form 10-Q for the quarter ended June 30, 2007
Form 10-Q for the quarter ended September 30, 2007
Form 10-K for the year ended December 31, 2007
Form 10-Q for the quarter ended March 31, 2008

 
 

 
   
(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   No x

 
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.

 

 
PDC 1999-D Limited Partnership
______________________________
(Name of Registrant as specified in charter)
 
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

         
Date:  May 16, 2008
 
By
 
/s/Richard W. McCullough
       
Richard W. McCullough,
President and Chief Financial Officer of
 Petroleum Development Corporation,
 the Managing General Partner
 
 

 
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