SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Commission File Number 1-10243
NOTIFICATION OF LATE FILING
(Check One):
[X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q
[ ] Form N-SAR [ ] Form N-CSR
For Period Ended: December 31, 2004
[ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
For the Transition Period Ended: ____________________
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 BP PRUDHOE BAY ROYALTY TRUST
Former name if applicable N/A
Address of principal executive office (Street and number)
c/o The Bank of New York, Trustee, 101 Barclay Street
City, state and zip code
New York, New York 10286
PART II
RULE 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;
|
| (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 15th calendar day
[X] | 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 theprescribed 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, N-CSR or the transition report portion thereof could not be filed
within the prescribed time period.
The Form 10-K of the registrant, BP Prudhoe Bay Royalty Trust (the
"Trust"), could not be filed within the prescribed time period because the
audited financial statements of the Trust and other information in the
report dependant on the financial statements are not yet available.
The Trust is administered by the corporate trust department of its
Trustee, The Bank of New York. Due to the novelty of the requirements of
Section 404 of the Sarbanes-Oxley Act of 2002, the Trustee engaged the
services of a firm of independent consultants to conduct an evaluation of,
and report on, the design effectiveness of the Trust's internal controls
over financial reporting. The Trustee expects the consultants' report to be
completed on or before March 31, 2005. The Trustee has been advised by KPMG
LLP, the auditors of the Trust's financial statements, that they are unable
to complete their audit of the financial statements until the consultants'
evaluation has been completed.
2
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Remo Reale 212 815-2492
(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
(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.
3
BP PRUDHOE BAY ROYALTY TRUST
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: March 16, 2005
THE BANK OF NEW YORK,
As Trustee
By: /s/ Remo Reale
-----------------------------
Remo Reale
Vice President
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).
4
KPMG LLP
KPMG LLP Telephone 214 840 2000
Suite 3100 Fax 214 840 2297
717 North Harwood Street Internet www.us.kpmg.com
Dallas, TX 75201-6585
March 15, 2005
BP Prudhoe Bay Royalty
Trust New York, New York
Ladies and Gentlemen:
Pursuant to Rule 12b-25 of the General Rules and Regulations under the
Securities Exchange Act of 1934, we inform you that we have been furnished a
copy of Form 12b-25, to be filed by BP Prudhoe Bay Royalty Trust (Trust) on or
about March 16, 2005, which contains notification of the registrant's inability
to file its Form 10-K by March 16, 2005. We have read the Trust's statements
contained in Part III therein and we agree with the stated reason as to why we
have been unable to complete our audit and report on the Trust's financial
statements for the year ended December 31, 2004, to be included in its Form
10-K.
In connection with our audit of the financial statements of the Trust for the
year ended December 31, 2004, we requested that the trustee provide us with the
trustee's evaluation on the Trust's design of internal controls over financial
reporting as of December 31, 2004. We have been informed that the trustee has
not completed its evaluation of the design effectiveness of the Trust's internal
controls over financial reporting, and therefore, we have been unable to
complete our audit on the Trust's financial statements.
Very truly yours,
/s/ KPMG LLP
KPMG LLP
KPMG LLP, a U.S. limited liability partnership is the US
member firm of KPMG International, a Swiss cooperative