<PAGE>
Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-K
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________________ to ____________________
Commission File number 33-37983-35
SWIFT ENERGY PENSION PARTNERS 1995-B, LTD.
(Exact name of registrant as specified in
its Certificate of Limited Partnership)
TEXAS 76-0486529
(State of Organization) (I.R.S. Employer Identification No.)
16825 Northchase Dr., Suite 400
Houston, Texas 77060
(281) 874-2700
(Address and telephone number of principal executive offices)
Securities registered pursuant to Section 12(b)
of the Act:
None
Securities registered pursuant to Section 12(g)
of the Act:
3,032,126 Limited Partnership Units
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter periods that the registrant was
required), and (2) has been subject to such filing requirements for the past 90
days.
Yes X No
----
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ X ]
Registrant does not have an aggregate market value for its Limited Partnership
Interests.
Documents Incorporated by Reference
Document Incorporated as to
Registration Statement No. 33-37983 Items 1 and 13
on Form S-1
<PAGE>
TABLE OF CONTENTS
Form 10-K Annual Report
For the Period Ended December 31, 1997
SWIFT ENERGY PENSION PARTNERS 1995-B, LTD.
<TABLE>
<CAPTION>
ITEM NO. PART I PAGE
<S> <C> <C>
1 Business I-1
2 Properties I-5
3 Legal Proceedings I-7
4 Submission of Matters to a Vote of
Security Holders I-7
PART II
5 Market Price of and Distributions on the
Registrant's SDIs and Related Interest
Holder Matters II-1
6 Selected Financial Data II-2
7 Management's Discussion and Analysis of
Financial Condition and Results of Operations II-2
8 Financial Statements and Supplementary Data II-2
9 Disagreements on Accounting and Financial
Disclosure II-2
PART III
10 Directors and Executive Officers of the
Registrant III-1
11 Executive Compensation III-2
12 Security Ownership of Certain Beneficial
Owners and Management III-2
13 Certain Relationships and Related Transactions III-2
PART IV
14 Exhibits, Financial Statement Schedules
and Reports on Form 8-K IV-1
OTHER
Signatures
</TABLE>
<PAGE>
SWIFT ENERGY PENSION PARTNERS 1995-B, LTD.
PART I
Item 1. Business
General Description of Partnership
Swift Energy Pension Partners 1995-B, Ltd., a Texas limited
partnership (the "Partnership" or the "Registrant"), is a partnership formed
under a public serial limited partnership offering denominated Swift Depositary
Interests I (Registration Statement No. 33-37983 on Form S-1, originally
declared effective March 19, 1991, and amended effective May 1, 1992, April 1,
1993, April 19, 1994 and May 9, 1995 [the "Registration Statement"]). The
Partnership was formed effective December 14, 1995 under a Limited Partnership
Agreement dated December 14, 1995. The initial 272 investors made capital
contributions of $2,866,912. Investors in the Partnership hold Swift Depositary
Interests ("SDIs") representing beneficial ownership interests in the
Partnership.
The Partnership is principally engaged in the business of acquiring
nonoperating interests (i.e., net profits interests, royalty interests and
overriding royalty interests) in proven oil and gas properties within the
continental United States. The Partnership does not acquire working interests in
or operate oil and gas properties, and does not engage in drilling activities.
At December 31, 1997, the Partnership had expended or committed to expend 100%
of the Interest Holders' commitments in the acquisition and development of
nonoperating interests in producing properties, which properties are described
under Item 2, "Nonoperating Interests in Properties," below. The Partnership's
income is derived almost entirely from its nonoperating interests and the
disposition thereof.
The Partnership's business and affairs are conducted by its Managing
General Partner, Swift Energy Company, a Texas corporation ("Swift"). The
Partnership's Special General Partner, VJM Corporation, a California corporation
("VJM"), consults with and advises Swift as to certain financial matters.
The general manner in which the Partnership acquires nonoperating
interests and otherwise conducts its business is described in detail in the
Registration Statement under "Proposed Activities of the Partnerships," which is
incorporated herein by reference. The following is intended only as a summary of
the Partnership's manner of doing business and specific activities to date.
Manner of Acquiring Nonoperating Interests in Properties; Net Profits and
Overriding Royalty Interest Agreement
The nonoperating interests owned by the Registrant have typically been
acquired pursuant to a Net Profits and Overriding Royalty Interest Agreement
dated December 14, 1995 (the "NP/OR Agreement") between the Registrant and Swift
Energy Operating Partners 1995-B, Ltd. (the "Operating Partnership"). The
Operating Partnership is a Texas limited partnership that is also managed by
Swift and VJM. The Operating Partnership was formed to acquire and develop
producing oil and gas properties.
Under the NP/OR Agreement, the Registrant and the Operating Partnership
have, in effect, combined their funds to acquire producing properties. Using
funds committed to the NP/OR Agreement by both partnerships, the Operating
Partnership acquires producing properties, then promptly conveys nonoperating
interests therein to the Registrant. The Operating Partnership retains a working
interest in each such property, and is responsible for the production of oil and
gas therefrom. For the sake of legal and administrative convenience, producing
properties are usually acquired from the third party sellers by Swift, which
then conveys a working interest in each such property to the Operating
Partnership. The Registrant initially committed $2,866,912 and the Operating
Partnership initially committed $2,500,000 for acquisitions under the NP/OR
Agreement. The Operating Partnership is obligated under the NP/OR Agreement to
convey to the Registrant a 53% fixed net profits interest and a variable
overriding royalty interest in specified depths of all producing properties
acquired under the NP/OR Agreement.
Under the NP/OR Agreement, the Operating Partnership is required to
convey to the Registrant, and the Registrant is required to purchase,
nonoperating interests in all producing properties acquired by the Operating
Partnership, except that:
I-1
<PAGE>
SWIFT ENERGY PENSION PARTNERS 1995-B, LTD.
1. properties anticipated to require significant development
operations and nonoperating interests offered to the Operating Partnership by
third parties may be purchased by the Operating Partnership outside the NP/OR
Agreement, without participation by the Registrant;
2. during a specified one-year period, the Registrant is
entitled to reduce the amount originally committed by it to purchases under the
NP/OR Agreement and to redirect such funds to the purchase of nonoperating
interests from sources other than the Operating Partnership; and
3. the Registrant's funds will be released from the NP/OR
Agreement if they are not completely spent by the Operating Partnership within a
specified period, or if there is a prior withdrawal of funds by the Operating
Partnership to purchase properties anticipated to require significant
development.
Purchases of nonoperating interests by the Registrant using withdrawn
or released funds may be made from the Managing General Partner and its
affiliates, other partnerships affiliated with the Operating Partnership
(possibly through the Registrant's entry into a new NP/OR Agreement), or from
unaffiliated third parties.
In accordance with its obligations under the NP/OR Agreement, as of
December 31, 1997 the Operating Partnership had conveyed to the Registrant a 53%
net profits interest burdening certain depths of all producing properties
acquired by the Operating Partnership thereunder. Typically, a net profits
interest in an oil and gas property entitles the owner to a specified percentage
share of the gross proceeds generated by the burdened property, net of operating
costs. The net profits interest conveyed to the Registrant under the NP/OR
Agreement differs from the typical net profits interest in that it is calculated
over the entire group of producing properties conveyed under the NP/OR
Agreement; i.e., all operating costs attributable to the burdened depths of such
properties are aggregated, and the total is then subtracted from the total of
all gross proceeds attributable to such depths in order to calculate the net
profits to which the Registrant is entitled. The net profits interest conveyed
to the Registrant burdens only those depths of each subject property which were
evaluated to contain proved reserves at the date of acquisition, to the extent
such depths underlie specified surface acreage.
The Operating Partnership has also conveyed to the Registrant under the
NP/OR Agreement an overriding royalty interest in each property acquired
thereunder. An overriding royalty interest is a fractional interest in the gross
production (or the gross proceeds therefrom) of oil and gas from a property,
free of any exploration, development, operation or maintenance expenses. Under
the NP/OR Agreement, the overriding royalty interest burdens the portions of
each producing property that were evaluated at the date of acquisition not to
contain proved reserves.
Competition, Markets and Regulations
Competition
The oil and gas industry is highly competitive in all its phases. The
Partnership encounters strong competition from many other oil and gas producers,
many of which possess substantial financial resources, in acquiring economically
desirable Producing Properties.
Markets
The amounts of and price obtainable for oil and gas production from
Partnership Properties will be affected by market factors beyond the control of
the Partnership. Such factors include the extent of domestic production, the
level of imports of foreign oil and gas, the general level of market demand on a
regional, national and worldwide basis, domestic and foreign economic conditions
that determine levels of industrial production, political events in foreign
oil-producing regions, and variations in governmental regulations and tax laws
and the imposition of new governmental requirements upon the oil and gas
industry. There can be no assurance that oil and gas prices will not decrease in
the future, thereby decreasing net Revenues from Partnership Properties.
I-2
<PAGE>
SWIFT ENERGY PENSION PARTNERS 1995-B, LTD.
From time to time, there may exist a surplus of natural gas or oil
supplies, the effect of which may be to reduce the amount of hydrocarbons that
the Partnerships may produce and sell while such oversupply exists. In recent
years, initial steps have been taken to provide additional gas transportation
lines from Canada to the United States. If additional Canadian gas is brought to
the United States market, it could create downward pressure on United States gas
prices.
Regulations
Environmental Regulation
The federal government and various state and local governments have
adopted laws and regulations regarding the control of contamination of the
environment. These laws and regulations may require the acquisition of a permit
by Operators before drilling commences, prohibit drilling activities on certain
lands lying within wilderness areas or where pollution arises and impose
substantial liabilities for pollution resulting from operations, particularly
operations near or in onshore and offshore waters or on submerged lands. These
laws and regulations may also increase the costs of routine drilling and
operation of wells. Because these laws and regulations change frequently, the
costs to the Partnership of compliance with existing and future environmental
regulations cannot be predicted. However, the Managing Partner does not believe
that the Partnership is affected in a significantly different manner by these
regulations than are its competitors in the oil and gas industry.
Federal Regulation of Natural Gas
The transportation and sale of natural gas in interstate commerce is
heavily regulated by agencies of the federal government. The following
discussion is intended only as a summary of the principal statutes, regulations
and orders that may affect the production and sale of natural gas from
Partnership Properties. This summary should not be relied upon as a complete
review of applicable natural gas regulatory provisions.
FERC Orders
Several major regulatory changes have been implemented by the Federal
Energy Regulatory Commission ("FERC") from 1985 to the present that affect the
economics of natural gas production, transportation and sales. In addition, the
FERC continues to promulgate revisions to various aspects of the rules and
regulations affecting those segments of the natural gas industry that remain
subject to the FERC's jurisdiction. In April 1992, the FERC issued Order No. 636
pertaining to pipeline restructuring. This rule requires interstate pipelines to
unbundle transportation and sales services by separately stating the price of
each service and by providing customers only the particular service desired,
without regard to the source for purchase of the gas. The rule also requires
pipelines to (i) provide nondiscriminatory "no-notice" service allowing firm
commitment shippers to receive delivery of gas on demand up to certain limits
without penalties, (ii) establish a basis for release and reallocation of firm
upstream pipeline capacity and (iii) provide non-discriminatory access to
capacity by firm transportation shippers on a downstream pipeline. The rule
requires interstate pipelines to use a straight fixed variable rate design. The
rule imposes these same requirements upon storage facilities.
FERC Order No. 500 affects the transportation and marketability of
natural gas. Traditionally, natural gas has been sold by producers to pipeline
companies, which then resold the gas to end-users. FERC Order No. 500 alters
this market structure by requiring interstate pipelines that transport gas for
others to provide transportation service to producers, distributors and all
other shippers of natural gas on a nondiscriminatory, "first-come, first-served"
basis ("open access transportation"), so that producers and other shippers can
sell natural gas directly to end-users. FERC Order No. 500 contains additional
provisions intended to promote greater competition in natural gas markets.
It is not anticipated that the marketability of and price obtainable
for natural gas production from Partnership Properties will be significantly
affected by FERC Order No. 500. Gas produced from Partnership Properties
normally will be sold to intermediaries who have entered into transportation
arrangements with pipeline companies. These intermediaries will accumulate gas
purchased from a number of producers and sell the gas to end-users through open
access pipeline transportation.
I-3
<PAGE>
SWIFT ENERGY PENSION PARTNERS 1995-B, LTD.
State Regulations
Production of any oil and gas from Partnership Properties will be
affected to some degree by state regulations. Many states in which the
Partnership will operate have statutory provisions regulating the production and
sale of oil and gas, including provisions regarding deliverability. Such
statutes, and the regulations promulgated in connection therewith, are generally
intended to prevent waste of oil and gas and to protect correlative rights to
produce oil and gas between owners of a common reservoir. Certain state
regulatory authorities also regulate the amount of oil and gas produced by
assigning allowable rates of production to each well or proration unit.
Federal Leases
Some of the Partnership's properties are located on federal oil and gas
leases administered by various federal agencies, including the Bureau of Land
Management. Various regulations and orders affect the terms of leases,
exploration and development plans, methods of operation and related matters.
Employees
The Partnership has no employees. Swift, however, has a staff of
geologists, geophysicists, petroleum engineers, landmen, and accounting
personnel who administer the operations of Swift and the Partnership. As of
December 31, 1997, Swift had 194 employees. Swift's administrative and overhead
expenses attributable to the Partnership's operations are borne by the
Partnership.
I-4
<PAGE>
SWIFT ENERGY PENSION PARTNERS 1995-B, LTD.
Item 2. Nonoperating Interests in Properties
As of December 31, 1997, the Partnership has acquired nonoperating
interests in producing oil and gas properties which are generally described
below.
Principal Oil and Gas Producing Properties
The most valuable fields in the Partnership, based upon year-end
engineering estimates of discounted future net revenues using constant pricing
and costs, are described below.
1. The South Centreville Field is in Wilkinson County, Mississippi
(OXY, USA acquisition). This field accounts for 47% of the Partnership's value.
2. The Holiday Field is in Adams County, Mississippi (OXY, USA
acquisition). This field accounts for 41% of the Partnership's value.
The remaining value in the Partnership is attributable to numerous
properties none of which equals or exceeds 15 percent of the total Partnership
value.
Title to Properties
Title to substantially all significant producing properties in which
the Partnership owns nonoperating interests has been examined. In addition to
the nonoperating interests owned by the Partnership, the properties are subject
to royalty, overriding royalty and other interests customary in the industry.
The Managing General Partner does not believe any of these burdens materially
detract from the value of the properties or will materially detract from the
value of the properties or materially interfere with their use in the operation
of the business of the Partnership.
Production and Sales Price
The following table summarizes the volumes of the Partnership's net
nonoperating interests in oil and gas production expressed in MCFs. Equivalent
MCFs are obtained by converting oil to gas on the basis of their relative energy
content; one barrel equals 6,000 cubic feet of gas. Average Net Nonoperating
Interest Price per Equivalent MCF is determined by dividing the related oil and
gas revenue from nonoperating interests by the equivalent MCF's.
<TABLE>
<CAPTION>
Net Production
----------------------------
For the Years Ended
December 31,
----------------------------
1997 1996
------- --------
<S> <C> <C>
Net Volumes (Equivalent MCFs) 110,879 47,160
Average Net Nonoperating
Interest Price per
Equivalent MCF $1.73 $2.54
</TABLE>
I-5
<PAGE>
SWIFT ENERGY PENSION PARTNERS 1995-B, LTD.
Net Proved Oil and Gas Reserves
Presented below are the estimates of the Partnership's proved reserves
as of December 31, 1997, 1996 and 1995. The Partnership does not itself own a
direct interest in proved reserves. The proved reserve estimates shown below
represent an estimate of the proved reserves owned by the Operating Partnership
equal to the percentage net profits interest conveyed to the Partnership by the
Operating Partnership. All of the Partnership's nonoperating interests in proved
reserves are located in the United States.
<TABLE>
<CAPTION>
December 31,
-------------------------------------------------
1997 1996
--------------------- ---------------------
Natural Natural
Oil Gas Oil Gas
------- -------- ------- --------
(BBLS) (MMCF) (BBLS) (MMCF)
<S> <C> <C> <C> <C>
Proved developed
reserves at end of year 105,687 1,072 6,173 259
------- ----- ------- -----
Proved reserves
Balance at beginning
of year 7,015 294 -- --
Purchase of minerals
in place 210,588 2,095 8,056 335
Revisions of previous
estimates 4,311 (13) -- --
Sales of minerals in
place -- -- -- --
Production (6,751) (70) (1,041) (41)
------- ----- --------- -----
Balance at end of year 215,163 2,306 7,015 294
------- ----- ------- -----
</TABLE>
Revisions of previous quantity estimates are related to upward or
downward variations based on current engineering information for production
rates, volumetrics and reservoir pressure. Additionally, changes in quantity
estimates are the result of the increase or decrease in crude oil and natural
gas prices at each year end which have the effect of adding or reducing proved
reserves on marginal properties due to economic limitations.
I-6
<PAGE>
SWIFT ENERGY PENSION PARTNERS 1995-B, LTD.
The following table summarizes by acquisition the Registrant's proved
reserves equal to the percentage net profits interests conveyed by the Operating
Partnership and its nonoperating interests in gross and net producing oil and
gas wells as of December 31, 1997:
<TABLE>
<CAPTION>
Reserves
December 31, 1997
---------------------
Natural Wells
Oil Gas -----------------------
Acquisition State(s) (BBLS) (MMCF) Gross Net
- ----------- --------- ------ ------ ------ -------
<S> <C> <C> <C> <C> <C>
BHP Petroleum LA 632 121 15 0.007
Nuevo Energy TX 3,942 90 5 0.125
Ranch Oil WY 66,993 -- 13 0.265
Oxy USA MS 143,596 2,095 7 0.262
------- ----- ---- -----
215,163 2,306 40 0.659
------- ----- ---- -----
</TABLE>
There are numerous uncertainties inherent in estimating quantities of
proved reserves and in projecting the future rates of production, timing and
plan of development. Oil and gas reserve engineering must be recognized as a
subjective process of estimating underground accumulations of oil and gas that
cannot be measured in an exact way, and estimates of other engineers might
differ from those above, audited by H. J. Gruy and Associates, Inc., an
independent petroleum consulting firm. The accuracy of any reserve estimate is a
function of the quality of available data and of engineering and geological
interpretation and judgment. Results of drilling, testing and production
subsequent to the date of the estimate may justify revision of such estimate,
and, as a general rule, reserve estimates based upon volumetric analysis are
inherently less reliable than those based on lengthy production history.
Accordingly, reserve estimates are often different from the quantities of oil
and gas that are ultimately recovered.
In estimating the oil and natural gas reserves, the Registrant, in
accordance with criteria prescribed by the Securities and Exchange Commission,
has used prices received as of December 31, 1997 without escalation, except in
those instances where fixed and determinable gas price escalations are covered
by contracts, limited to the price the Partnership reasonably expects to
receive. The Registrant does not believe that any favorable or adverse event
causing a significant change in the estimated quantity of proved reserves has
occurred between December 31, 1997 and the date of this report.
Future prices received for the sale of the Partnership's products may
be higher or lower than the prices used in the evaluation described above; the
operating costs relating to such production may also increase or decrease from
existing levels. The estimates presented above are in accordance with rules
adopted by the Securities and Exchange Commission.
Item 3. Legal Proceedings
The Partnership is not aware of any material pending legal proceedings
to which it is a party or of which any of its property is the subject.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of Interest Holders during the
fourth quarter of the fiscal year covered by this report.
I-7
<PAGE>
SWIFT ENERGY PENSION PARTNERS 1995-B, LTD.
PART II
Item 5. Market Price of and Distributions on the Registrant's SDIs and Related
Interest Holder Matters
Market Information
SDIs in the Partnership were initially sold at a price of $1 per SDI.
SDIs are not traded on any exchange and there is no established public trading
market for the SDIs. Swift is aware of negotiated transfers of SDIs between
unrelated parties; however, these transfers have been limited and sporadic. Due
to the nature of these transactions, Swift has no verifiable information
regarding prices at which SDIs have been transferred.
Holders
As of December 31, 1996, there were 272 Interest Holders holding SDIs
in the Partnership.
Distributions
The Partnership generally makes distributions to Interest Holders on a
quarterly basis, subject to the restrictions set forth in the Limited
Partnership Agreement. In the fiscal years ended December, 1996 and 1997, the
Partnership distributed a total of $107,400 and $229,300 respectively, to the
holders of its SDI's. Cash distributions constitute net proceeds from sale of
oil and gas production after payment of lease operating expenses and other
partnership expenses. Some or all of such amounts or any proceeds from the sale
of partnership properties could be deemed to constitute a return of investors'
capital.
Oil and gas investments involve a high risk of loss, and no assurance
can be given that any particular level of distributions to holders of SDIs can
be achieved or maintained. Although it is anticipated that quarterly
distributions will continue to be made through 1998, the Partnership's ability
to make distributions could be diminished by any event adversely affecting the
oil and gas properties in which the Partnership owns interests or the amount of
revenues received by the Partnership therefrom.
The Partnership's Limited Partnership Agreement contains various
provisions which might serve to delay, defer or prevent a change in control of
the Partnership, such as the requirement of a vote of Limited Partners in order
to sell all or substantially all of the Partnership's properties or the
requirement of consent by the Managing General Partner to transfers of limited
partnership interests and provisions prohibiting the transfer of Limited
Partnership Units in any fiscal year in excess of a limit which has been
established in order to comply with certain federal income tax regulations.
II-1
<PAGE>
SWIFT ENERGY PENSION PARTNERS 1995-B, LTD.
Item 6. Selected Financial Data
The following selected financial data, prepared in accordance with
generally accepted accounting principles for the year ended December 31, 1997,
1996 and the period from inception (December 14, 1995) through December 31,
1995, should be read in conjunction with the financial statements included in
Item 8:
<TABLE>
<CAPTION>
1997 1996 1995
------------- ------------- -------------
<S> <C> <C> <C>
Revenues $ 327,090 $ 272,340 $ --
Income $ 172,017 $ 113,638 $ --
Total Assets $ 2,810,241 $ 3,088,795 $ 2,866,912
Cash Distributions $ 243,328 $ 107,400 $ --
Long Term Obligations $ -- $ -- $ --
Interest Holders' Net
Income (Loss) Per SDI $ .03 $ .03 $ --
Interest Holders' Cash
Distributions Per SDI $ .08 $ .04 $ --
</TABLE>
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Liquidity and Capital Resources
Oil and gas reserves are depleting assets and therefore often
experience significant production declines each year from the date of
acquisition through the end of the life of the property. The primary source of
liquidity to the Partnership comes almost entirely from the income generated
from the sale of oil and gas produced from ownership interests in oil and gas
properties. Net cash provided by operating activities totaled $244,445, $77,041
and $0 in 1997, 1996 and 1995, respectively. This source of liquidity and the
related results of operations, and in turn cash distributions, will decline in
future periods as the oil and gas produced from the properties also declines
while production and general and administrative costs remain relatively stable
making it unlikely that the Partnership will hold the properties until they are
fully depleted, but will likely liquidate when a substantial majority of the
reserves have been produced. The Partnership has expended all of the partner's
net commitments available for property acquisitions and development by acquiring
producing oil and gas properties. The partnership invests primarily in proved
producing properties with nominal levels of future costs of development for
proven but undeveloped reserves. Significant purchases of additional reserves or
extensive drilling activity are not anticipated. Capital expenditures in 1997,
1996 and 1995, totaled $1,812,592, $424,253 and $0, respectively. Cash
distributions to partners totaled $243,328, $107,400 and $0 in 1997, 1996 and
1995, respectively.
Results of Operations
Revenues and expenses from continuing operations in 1997 were all
significantly higher than 1996 because 1997 was the first full year of
production for the oil and gas properties acquired by the Partnership. The
Partnership was formed effective December 14, 1995 and accordingly, had a
limited operating history in 1995. From inception to December 31, 1996, the
Partnership acquired nonoperating interests in the producing oil and gas
properties. The 1996 revenues were attributable to income from nonoperating
interests and to interest income recognized on the remaining unexpected
Interests Holders' commitments.
II-2
<PAGE>
SWIFT ENERGY PENSION PARTNERS 1995-B, LTD.
During 1998, Partnership revenues and costs are expected to be shared
between the Interest Holders and general partners in an 85:15 ratio. Based on
current oil and gas prices, anticipated levels of oil and gas production and
expected cash distributions during 1998, the Managing General Partner
anticipates that the Partnership sharing ratio will continue to be 85:15.
Item 8. Financial Statements and Supplementary Data
See Part IV, Item 14(a) for index to financial statements.
Item 9. Disagreements on Accounting and Financial Disclosure
None.
II-3
<PAGE>
SWIFT ENERGY PENSION PARTNERS 1995-B, LTD.
PART III
Item 10. Directors and Executive Officers of the Registrant
As a limited partnership, the Registrant has no directors or executive
officers. The business and affairs of the Registrant are managed by Swift as
Managing General Partner. Set forth below is certain information as of February
18, 1998, regarding the directors and executive officers of Swift.
<TABLE>
<CAPTION>
Position(s) with
Name Age Swift and Other Companies
---- --- -------------------------
<S> <C> <C>
DIRECTORS
A. Earl Swift 64 Chief Executive Officer and
Chairman of the Board
Virgil N. Swift 69 Executive Vice President - Business
Development, Vice Chairman of the Board
G. Robert Evans 66 Director of Swift; Chairman of the Board,
Material Sciences Corporation;
Director, Consolidated Freightways, Inc.,
Fibreboard Corporation, Elco Industries,
and Old Second Bancorp
Raymond O. Loen 73 Director of Swift; President, R. O. Loen
Company
Henry C. Montgomery 62 Director of Swift; Chairman of the Board,
Montgomery Financial Services Corporation;
Director, Southwall Technology Corporation
Clyde W. Smith, Jr. 49 Director of Swift; President, Somerset
Properties, Inc.
Harold J. Withrow 70 Director of Swift
EXECUTIVE OFFICERS
Terry E. Swift 42 President, Chief Operating Officer
John R. Alden 52 Senior Vice President - Finance,
Chief Financial Officer and Secretary
Bruce H. Vincent 50 Senior Vice President - Funds Management
James M. Kitterman 53 Senior Vice President - Operations
Joe A. D'Amico 49 Senior Vice President- Exploration and
Development
Alton D. Heckaman, Jr. 40 Vice President - Finance and Controller
</TABLE>
III-1
<PAGE>
SWIFT ENERGY PENSION PARTNERS 1995-B, LTD.
From time to time, Swift as Managing General Partner of the Partnership
purchases Units in the Partnership from investors who offer the Units pursuant
to their right of presentment, which purchases are made pursuant to terms set
out in the Partnership's original Limited Partnership Agreement. Due to the
frequency and large number of these transactions, Swift reports these
transactions under Section 16 of the Securities Exchange Act of 1934 on an
annual rather than a monthly basis. In some cases such annual reporting may
constitute a late filing of the required Section 16 reports under the applicable
Section 16 rules.
Item 11. Executive Compensation
As noted in Item 10, "Directors and Executive Officers of the
Registrant," above, the Partnership has no executive officers. The executive
officers of Swift and VJM are not compensated by the Partnership.
Certain fees and allowances contemplated by the Limited Partnership
Agreement were paid by the Partnership to Swift and VJM. See Note (4) in Notes
To Financial Statements (Related-Party Transactions) for further discussion.
Item 12. Security Ownership of Certain Beneficial Owners and Management
No single Interest Holder is known to the Partnership to be the
beneficial owner of more than five percent of the Partnership's SDIs.
Swift and VJM are not aware of any arrangement, the operation of which
may at a subsequent date result in a change in control of the Partnership.
Item 13. Certain Relationships and Related Transactions
As noted in Item 10, "Directors and Executive Officers of the
Registrant," above, the Partnership has no executive officers or directors, and
thus has not engaged in any transactions in which any such person had an
interest. The Partnership is permitted to engage in certain transactions with
Swift as Managing General Partner and VJM as Special General Partner, subject to
extensive guidelines and restrictions as described in the "Conflicts of
Interest" section of the Prospectus contained in the Registration Statement,
which is incorporated herein by reference.
Summarized below are the principal transactions that occurred during
1995 between the Partnership, on one hand, and Swift, VJM and their affiliates,
on the other.
Certain Transactions with General Partners
1. As described in Item 1, "Business," above, during 1995 the
Partnership entered into an NP/OR Agreement with the Operating Partnership,
which is also managed by Swift and VJM. Pursuant to such NP/OR Agreement, the
Operating Partnership acquired the oil and gas properties described under Item 2
above and conveyed nonoperating interests therein to the Partnership.
2. Swift acts as operator for many of the wells in which the
Partnership has nonoperating interests and has received compensation for such
activities in accordance with standard industry operating agreements.
3. The Partnership paid to Swift and VJM certain fees as contemplated
by the Limited Partnership Agreement. See Note (4) in Notes To Financial
Statements (Related-Party Transactions) for further discussion.
III-2
<PAGE>
SWIFT ENERGY PENSION PARTNERS 1995-B, LTD.
PART IV
<TABLE>
<CAPTION>
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
a(1) FINANCIAL STATEMENTS PAGE NO.
--------
<S> <C>
Report of Independent Public Accountants IV-3
Balance Sheets as of December 31, 1997 and 1996 IV-4
Statements of Operations for the years ended
December 31, 1997 and 1996 and the period
from inception (December 14, 1995) through
December 31, 1995 IV-5
Statements of Partners' Capital for the years
ended December 31 1997 and 1996 and the period
from inception (December 14, 1995) through
December 31, 1995 IV-6
Statements of Cash Flows for the years ended
December 31, 1997 and 1996 and the period
from inception (December 14, 1995) through
December 31, 1995 IV-7
Notes to Financial Statements IV-8
</TABLE>
a(2) FINANCIAL STATEMENT SCHEDULES
All schedules required by the SEC are either inapplicable or the
required information is included in the Financial Statements, the
Notes thereto, or in other information included elsewhere in this
report.
a(3) EXHIBITS
3.1 Limited Partnership Agreement of Swift Energy Pension
Partners 1995-B, Ltd., dated December 14, 1995. (Form 10-K
for year ended December 31, 1995, Exhibit 3.1).
3.2 Certificate of Limited Partnership of Swift Energy Pension
Partners 1995-B, Ltd., as December 14 1995, with the Texas
Secretary of State. (Form 10-K for year ended December 31,
1995, Exhibit 3.2).
10.1 Net Profits and Overriding Royalty Interest Agreement
between Swift Energy Pension Partners 1995-B, Ltd., and
Swift Energy Operating Partners 1995-B, Ltd., dated
December 14, 1995. (Form 10-K for year ended December 31,
1996, Exhibit 10.1).
10.2 Purchase and Sale Agreement dated December 22, 1997,
between Swift Energy Company ("Swift") and OXY USA, Inc.
("OXY") covering certain net profits interests in
properties in Adams and Wilkinson Counties, Mississippi.
IV-1
<PAGE>
SWIFT ENERGY PENSION PARTNERS 1995-B, LTD.
10.3 Letter Agreement dated December 31, 1997 between Swift
Energy Company ("Swift") and Swift Energy Pension Partners
1995-B, Ltd. covering certain net profits interests in
properties acquired from OXY USA, Inc. in Adams and
Wilkinson Counties, Mississippi.
99.1 A copy of the following section of the Prospectus dated
May 9, 1995, contained in Post-Effective Amendment No. 4
to Registration Statement No. 33-37983 on Form S-1 for
Swift Energy Depositary Interests I, as filed on May 9,
1995, which have been incorporated herein by reference:
"Proposed Activities" (pp 25 - 34) and "Conflicts of
Interests" (pp 92 - 96). (Form 10-K for year ended
December 31, 1995, Exhibit 28.1).
b(1) REPORTS ON FORM 8-K
No reports on Form 8-K have been filed during the quarter ended
December 31, 1997
Supplemental Information to be Furnished with Reports Filed Pursuant to Section
15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant to
Section 12 of the Act.
No annual report to security holders covering the Partnership's 1997
fiscal year, or proxy statement, form of proxy or other proxy soliciting
material has been sent to Interest Holders of the Partnership.
IV-2
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Swift Energy Pension Partners 1995-B, Ltd.:
We have audited the accompanying balance sheets of Swift Energy Pension
Partners 1995-B, Ltd., (a Texas limited partnership) as of December 31, 1997 and
1996, and the related statements of operations, partners' capital and cash flows
for the years ended December 31, 1997, 1996 and the period from inception
(December 14, 1995) through December 31, 1995. These financial statements are
the responsibility of the Managing General Partner's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Swift Energy Pension
Partners 1995-B, Ltd., as of December 31, 1997 and 1996, and the results of its
operations and its cash flows for the years ended December 31, 1997, 1996 and
the period from inception (December 14, 1995) through December 31, 1995, in
conformity with generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Houston, Texas
February 10, 1998
IV-3
<PAGE>
SWIFT ENERGY PENSION PARTNERS 1995-B, LTD.
BALANCE SHEETS
DECEMBER 31, 1997 AND 1996
<TABLE>
<CAPTION>
1997 1996
--------------- ----------------
<S> <C> <C>
ASSETS:
Current Assets:
Cash and cash equivalents $ 600,825 $ 2,619,944
Nonoperating interests income receivable 115,823 85,840
Other 7,443 11,300
--------------- ----------------
Total Current Assets 724,091 2,717,084
--------------- ----------------
Nonoperating interests in oil and gas
properties, using full cost accounting 2,236,845 424,253
Less-Accumulated amortization (150,695) (52,542)
--------------- ----------------
2,086,150 371,711
--------------- ----------------
$ 2,810,241 $ 3,088,795
=============== ================
LIABILITIES AND PARTNERS' CAPITAL:
Current Liabilities:
Payable related to property acquisitions $ -- $ 207,644
Accounts Payable 8,402 8,001
--------------- ----------------
Total Current Liabilities 8,402 215,645
--------------- ----------------
Interest Holders' Capital (2,866,912 Interest Holders's SDIs;
$1.00 per SDI) 2,792,080 2,871,243
General Partners' Capital 9,759 1,907
--------------- ----------------
Total Partners' Capital 2,801,839 2,873,150
--------------- ----------------
$ 2,810,241 $ 3,088,795
=============== ================
</TABLE>
See accompanying notes to financial statements.
IV-4
<PAGE>
SWIFT ENERGY PENSION PARTNERS 1995-B, LTD.
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND THE PERIOD
FROM INCEPTION (DECEMBER 14, 1995) THROUGH DECEMBER 31, 1995
<TABLE>
<CAPTION>
1997 1996 1995
--------------- --------------- ---------------
<S> <C> <C> <C>
REVENUES:
Income from nonoperating interests $ 208,860 $ 122,378 $ --
Interest income 118,230 149,962 --
--------------- --------------- ---------------
327,090 272,340 --
--------------- --------------- ---------------
COSTS AND EXPENSES:
Amortization 98,153 52,542 --
General and administrative 56,920 106,160 --
--------------- --------------- ---------------
155,073 158,702 --
--------------- --------------- ---------------
INCOME (LOSS) $ 172,017 $ 113,638 $ --
=============== =============== ===============
</TABLE>
See accompanying notes to financial statements.
IV-5
<PAGE>
SWIFT ENERGY PENSION PARTNERS 1995-B, LTD.
STATEMENTS OF PARTNERS' CAPITAL
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND THE PERIOD
FROM INCEPTION (DECEMBER 14, 1995) THROUGH DECEMBER 31, 1995
<TABLE>
<CAPTION>
Interest General Combining
Holders Partners Adjustment Total
--------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
Cash Contributions,
net of syndication costs $ 2,866,912 $ -- $ -- $ 2,866,912
--------------- --------------- --------------- ---------------
Balance,
December 31, 1995 2,866,912 -- -- 2,866,912
--------------- --------------- --------------- ---------------
Income (Loss) 85,566 1,907 26,165 113,638
Cash Distributions (107,400) -- -- (107,400)
--------------- --------------- --------------- ---------------
Balance,
December 31, 1996 2,845,078 1,907 26,165 2,873,150
--------------- --------------- --------------- ---------------
Income (Loss) 99,261 21,880 50,876 172,017
Cash Distributions (229,300) (14,028) -- (243,328)
--------------- --------------- --------------- ---------------
Balance,
December 31, 1997 $ 2,715,039 $ 9,759 $ 77,041 $ 2,801,839
=============== =============== =============== ===============
Interest Holders' net income (loss)
per SDI
1995 $ --
===============
1996 $ .03
===============
1997 $ .03
===============
</TABLE>
See accompanying notes to financial statements.
IV-6
<PAGE>
SWIFT ENERGY PENSION PARTNERS 1995-B, LTD.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND THE PERIOD FROM
INCEPTION (DECEMBER 14, 1995) THROUGH DECEMBER 31, 1995
<TABLE>
<CAPTION>
1997 1996 1995
--------------- --------------- ---------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Income (Loss) $ 172,017 $ 113,638 $ --
Adjustments to reconcile income (loss) to
net cash provided by operations:
Amortization 98,153 52,542 --
Change in assets and liabilities:
(Increase) decrease in nonoperating interests income receivable (29,983) (85,840) --
(Increase) decrease in other current assets 3,857 (11,300) --
Increase (decrease) in accounts payable 401 8,001 --
--------------- --------------- ---------------
Net cash provided by (used in) operating activities 244,445 77,041 --
--------------- --------------- ---------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to nonoperating interests in oil and gas properties (1,812,592) (424,253) --
Increase (decrease) in payable related to property acquisitions (207,644) 207,644 --
--------------- --------------- ---------------
Net cash provided by (used in) investing activities (2,020,236) (216,609) --
--------------- --------------- ---------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Capital contributions from partners -- -- 3,442,394
Cash distributions to partners (243,328) (107,400) --
Payments of syndication costs -- -- (575,482)
--------------- --------------- ---------------
Net cash provided by (used in) financing activities (243,328) (107,400) 2,866,912
--------------- --------------- ---------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (2,019,119) (246,968) 2,886,912
--------------- --------------- ---------------
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 2,619,944 2,866,912 --
--------------- --------------- ---------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 600,825 $ 2,619,944 $ 2,886,912
=============== =============== ===============
Supplemental disclosure of noncash investing and financing activities:
Oil and gas properties acquired which will be paid for in a
subsequent period $ -- $ 207,644 $ --
=============== =============== ===============
</TABLE>
See accompanying notes to financial statements.
IV-7
<PAGE>
SWIFT ENERGY PENSION PARTNERS 1995-B, LTD.
NOTES TO FINANCIAL STATEMENTS
(1) Organization and Terms of Partnership Agreement -
Swift Energy Pension Partners 1995-B, Ltd., a Texas limited partnership
("the Partnership"), was formed on December 14, 1995 for the purpose of
purchasing net profits interest, overriding royalty interests and royalty
interests (collectively, "nonoperating interests") in producing oil and gas
properties within the continental United States and Canada. Swift Energy Company
("Swift"), a Texas corporation, and VJM Corporation ("VJM"), a California
corporation, serve as Managing General Partner and Special General Partner of
the Partnership, respectively. The sole limited partner of the Partnership is
Swift Depositary Company, which has assigned all of its beneficial (but not of
record) rights and interests as limited partner to the investors in the
Partnership ("Interest Holders"), in the form of Swift Depositary Interests
("SDIs").
The Managing General Partner has paid or will pay out of its own
corporate funds (as a capital contribution to the Partnership) $575,482, which
includes all selling commissions, offering expenses, printing, legal and
accounting fees and other formation costs incurred in connection with the
offering of SDIs and the formation of the Partnership, for which the Managing
General Partner will receive an interest in continuing costs and revenues of the
Partnership. The 272 Interest Holders made total capital contributions of
$2,866,912.
Generally, all continuing costs (including general and administrative
reimbursements and direct expenses) and revenues are allocated 85 percent to the
Interest Holders and 15 percent to the general partners. After partnership
payout, as defined in the Partnership Agreement, continuing costs and revenues
will be shared 75 percent by the Interest Holders, and 25 percent by the general
partners. Payout had not occurred as of December 31, 1997.
(2) Significant Accounting Policies -
Use of Estimates --
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from
estimates. Certain reclassifications have been made to prior year amounts to
conform to the current year presentation.
Nonoperating Interests in Oil and Gas Properties --
The Partnership accounts for its ownership interest in oil and gas
properties using the proportionate consolidation method, whereby the
Partnership's share of assets, liabilities, revenues and expenses is included in
the appropriate classification in the financial statements.
For financial reporting purposes, the Partnership follows the
"full-cost" method of accounting for nonoperating interests in oil and gas
property costs. Under this method of accounting, all costs incurred in the
acquisition of nonoperating interests in oil and gas properties are capitalized.
The unamortized cost of nonoperating interests in oil and gas properties is
limited to the "ceiling limitation", (calculated separately for the partnership,
limited partner, and general partners). The "ceiling limitation" is calculated
on a quarterly basis and represents the estimated future net revenues from
nonoperating interests in proved properties using current prices, discounted at
ten percent. Proceeds from the sale or disposition of nonoperating interests in
oil and gas properties are treated as a reduction of the cost of the
nonoperating interests with no gains or losses recognized except in significant
transactions.
The Partnership computes the provision for amortization of nonoperating
interests in oil and gas properties on the units-of-production method. Under
this method, the provision is calculated by multiplying the total unamortized
cost of nonoperating interests in oil and gas properties by an overall rate
determined by dividing the physical units of oil and gas produced during the
period by the total estimated units of proved oil and gas reserves attributable
to the Partnership's nonoperating interests at the beginning of the period.
IV-8
<PAGE>
SWIFT ENERGY PENSION PARTNERS 1995-B, LTD.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
The calculation of the "ceiling limitation" and the provision for
amortization is based on estimates of proved reserves. There are numerous
uncertainties inherent in estimating quantities of proved reserves and in
projecting the future rates of production, timing and plan of development. The
accuracy of any reserve estimate is a function of the quality of available data
and of engineering and geological interpretation and judgment. Results of
drilling, testing and production subsequent to the date of the estimate may
justify revision of such estimate. Accordingly, reserve estimates are often
different from the quantities of oil and gas that are ultimately recovered.
Cash and Cash Equivalents --
Highly liquid debt instruments with an initial maturity of three months
or less are considered to be cash equivalents.
Reclassifications --
Certain reclassifications have been made to the prior year balances to
conform with the current year presentation.
(3) Acquisition of Nonoperating Interests in Oil and Gas Property Costs -
Effective December 14, 1995, the Partnership entered into a Net Profits
and Overriding Royalty Interests Agreement ("NP/OR Agreement") with Swift Energy
Operating Partners 1995-B, Ltd. ("Operating Partnership"), managed by Swift, for
the purpose of acquiring interests in producing oil and gas properties. Under
the terms of the NP/OR Agreement, the Partnership has been conveyed a
nonoperating interest in the aggregate net profits (i.e., oil and gas sales net
of related operating costs) of the properties acquired equal to its
proportionate share of the property acquisition costs, as defined. Property
acquisition costs are amounts actually paid by the Operating Partnership for the
properties plus costs incurred by the Operating Partnership in acquiring the
properties and costs related to screening and evaluation of properties not
acquired. In 1997 and 1996, the Partnership acquired nonoperating interests in
producing oil and gas properties for $1,812,592 and $424,253, respectively, of
which $206,174 and $24,172 related to costs charged by Swift to the Operating
Partnership for the evaluation and acquisition effort, including costs related
to interests not acquired.
During 1997 and 1996, the Interest Holders' share of unamortized oil
and gas property costs exceeded their "ceiling limitation", resulting in a
valuation allowance of $27,603 and $20,113, respectively. This amount is
included in the income (loss) attributable to the Interest Holders shown in the
statement of partners' capital together with a "combining adjustment" for the
difference between the Interest Holders' valuation allowance and the
Partnership's full cost ceiling write down. The "combining adjustment" changes
quarterly as the Partnership's total amortization provision is more or less than
the combined amortization provision attributable to the general partners and
Interest Holders.
(4) Related Party Transactions -
During 1997 and 1996, the Partnership paid Swift $43,004 and $43,004,
respectively, as a general and administrative overhead allowance.
During 1997 and 1996, the Partnership also paid Swift an incentive
amount, as defined in the Partnership Agreement, for services rendered to the
Partnership. Such amounts totaled $4,043 in 1997 and $43,004 in 1996 and are
included in general and administrative expenses.
IV-9
<PAGE>
SWIFT ENERGY PENSION PARTNERS 1995-B, LTD.
The tax returns and the amount of distributable Partnership income are
subject to examination by the federal and state taxing authorities. If the
Partnership's royalty income for federal income tax purposes is ultimately
changed by the taxing authorities, the tax liability of the Interest Holders
could be changed accordingly. Royalty income reported on the Partnership's
federal return of income for the years ended December 31, 1997, 1996 and the
period from inception (December 14, 1995) through December 31, 1995 was
$147,634, $20,452 and $0, respectively. The difference between royalty income
for federal income tax purposes reported by the Partnership and income or loss
from nonoperating interests reported herein primarily results from the exclusion
of amortization (as described below) from ordinary income reported in the
Partnership's federal return of income.
For federal income tax purposes, amortization with respect to
nonoperating interests in oil and gas is computed separately by the partners and
not by the Partnership. Since the amount of amortization on nonoperating
interests in oil and gas is not computed at the Partnership level, amortization
is not included in the Partnership's income for federal income tax purposes but
is charged directly to the partners' capital accounts to the extent of the cost
of the nonoperating interests in oil and gas properties, and thus is treated as
a separate item on the partners' Schedule K-1. Amortization for federal income
tax purposes may vary from that computed for financial reporting purposes in
cases where a ceiling adjustment is recorded, as such amount is not recognized
for tax purposes.
(6) Vulnerability Due to Certain Concentrations -
The Partnership's revenues are primarily the result of sales of its oil
and natural gas production. Market prices of oil and natural gas may fluctuate
and adversely affect operating results.
In the normal course of business, the Partnership extends credit,
primarily in the form of monthly oil and gas sales receivables, to various
companies in the oil and gas industry which results in a concentration of credit
risk. This concentration of credit risk may be affected by changes in economic
or other conditions and may accordingly impact the Partnership's overall credit
risk. However, the Managing General Partner believes that the risk is mitigated
by the size, reputation, and nature of the companies to which the Partnership
extends credit. In addition, the Partnership generally does not require
collateral or other security to support customer receivables.
(7) Fair Value of Financial Instruments -
The Partnership's financial instruments consist of cash and cash
equivalents and short-term receivables and payables. The carrying amounts
approximate fair value due to the highly liquid nature of the short-term
instruments.
IV-10
<PAGE>
SWIFT ENERGY PENSION PARTNERS 1995-B, LTD
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
SWIFT ENERGY PENSION
PARTNERS 1995-B, LTD.
(Registrant)
By: SWIFT ENERGY COMPANY
General Partner
Date: February 18, 1998 By: s/b A. Earl Swift
----------------- -----------------------------------
A. Earl Swift
Chief Executive Officer
Date: February 18, 1998 By: s/b John R. Alden
----------------- -----------------------------------
John R. Alden
Principal Financial Officer
Date: February 18, 1998 By: s/b Alton D. Heckaman, Jr.
----------------- -----------------------------------
Alton D. Heckaman, Jr.
Principal Accounting Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
SWIFT ENERGY PENSION
PARTNERS 1995-B, LTD.
(Registrant)
By: SWIFT ENERGY COMPANY
General Partner
Date: February 18, 1998 By: s/b A. Earl Swift
----------------- -----------------------------------
A. Earl Swift
Director and Principal
Executive Officer
Date: February 18, 1998 By: s/b Virgil N. Swift
----------------- -----------------------------------
Virgil N. Swift
Director and Executive
Vice President - Business
Development
IV-11
<PAGE>
SWIFT ENERGY PENSION PARTNERS 1995-B, LTD
Date: February 18, 1998 By: s/b G. Robert Evans
----------------- -----------------------------------
G. Robert Evans
Director
Date: February 18, 1998 By: s/b Raymond O. Loen
----------------- -----------------------------------
Raymond O. Loen
Director
Date: February 18, 1998 By: s/b Henry C. Montgomery
----------------- -----------------------------------
Henry C. Montgomery
Director
Date: February 18, 1998 By: s/b Clyde W. Smith, Jr.
----------------- -----------------------------------
Clyde W. Smith, Jr.
Director
Date: February 18, 1998 By: s/b Harold J. Withrow
----------------- -----------------------------------
Harold J. Withrow
Director
IV-12
<PAGE>
December 31, 1997
Swift Energy Pension Partners 1995-B, Ltd.
16825 Northchase Drive, Suite 400
Houston, Texas 77060
Swift Energy Operating Partners 1995-B, Ltd. ("Operating Partnership")
purchased a 70.0% interest of the interests purchased by Swift Energy Company
("Swift") under the terms and provisions of that certain Purchase and Sale
Agreement dated December 22, 1997, between OXY USA, Inc. ("OXY") and Swift.
Attached hereto and made a part hereof as Exhibit "A" is a copy of said Purchase
and Sale Agreement for identification of the interests conveyed by OXY to Swift.
In accordance with the provisions of Article IV of that certain Net
Profits Agreement dated December 14, 1995, ("Net Profits Agreement") by and
between Operating Partnership and Swift Energy Pension Partners 1995-B, Ltd.,
("Pension Partnership"), Operating Partnership hereby offers to Pension
Partnership effective as of 7:00 a.m., September 1, 1997 (Pension Partnership
acquisition effective date), a net profits interest in and to the net profits
depth underlying the net profits surface acreage equal to 53.4183% of the
interest purchased by Operating Partnership. The net profits interest shall be
calculated and paid in the manner set forth in Article IV of the Net Profits
Agreement.
Operating Partnership, in addition to the net profits interest herein
offered, and in accordance with the provisions of Article V of the Net Profits
Agreement, hereby offers to Pension Partnership, effective as of Pension
Partnership acquisition effective date, an overriding royalty interest in and to
the overriding royalty depth underlying the overriding royalty surface acreage
in and to the interest purchased by Operating Partnership, which shall be
calculated and paid in the manner set forth in Article V of the Net Profits
Agreement.
Conveyance to Pension Partnership of the herein offered net profits
interest and overriding royalty interest shall be in accordance with the
provisions of Article VI of the Net Profits Agreement. The meaning of the terms
"net profits interest", "net profits depth" and "net profits surface acreage"
shall be those appearing in Section 4.02 of the Net Profits Agreement. The
meaning of the terms "overriding royalty depth", "overriding royalty interest"
and "overriding royalty surface acreage" shall be those appearing respectively
in Sections 1.18, 1.19 and 1.20 of the Net Profits Agreement.
<PAGE>
Notwithstanding the terms of this offer and acceptance, it is
understood that the purchasing terms, conveyances, revenue and expense sharing
will be in accordance with the applicable partnership agreement and the Net
Profits Agreement.
Please indicate your acceptance on behalf of Pension Partnership in the
space provided below. Upon acceptance, Operating Partnership agrees to assign to
Pension Partnership the interests described herein, effective as of Pension
Partnership acquisition effective date.
Yours very truly,
SWIFT ENERGY OPERATING PARTNERS
1995-B, LTD.
BY: SWIFT ENERGY COMPANY
Managing General Partner
BY: -------------------------------------
Terry E. Swift
Executive Vice President
Attachment
ACCEPTED AND AGREED TO THIS 31ST DAY
OF DECEMBER, 1997, ON BEHALF OF:
SWIFT ENERGY PENSION PARTNERS 1995-B, LTD.
BY: SWIFT ENERGY COMPANY
Managing General Partner
BY: ----------------------------------------
Bruce H. Vincent
Senior Vice President
Funds Management
<PAGE>
December 22, 1997
OXY USA Inc.
P.O. Box 27570
Houston, Texas 77227-7570
Attn: Brad Kemp
RE: Notice of Title Defect
E. S. Rollins 42-5 #1 (BP)
Gentlemen:
Reference is here made for all purposes, including a description of the
leases and well referred to herein, to that certain Purchase and Sale Agreement
dated December 22, 1997, by and between OXY USA Inc. ("OXY") and Swift Energy
Company ("Swift"), hereinafter referred to as ("the Agreement").
Pursuant to Paragraph 7(c) of the Agreement, Swift hereby notifies you
that title has failed as to the E.S. Rollins 42-5 #1 (BP), leases associated
therewith, working interest (.9753190) and net revenue interest (.7870977). Said
interest covers the Upper Tuscaloosa as seen in the E. S. Rollins 42-5 #1 Phasor
Induction - SFL Compensated Nutron Litho - Density Log between the depths of
12,554 feet and 12,564 feet ("the Title Failure Zone"). It appears that the
Title Failure Zone is owned by Unocal. Swift hereby requests an adjustment to
the Purchase Price in the amount of $407,000.00. Pursuant to Paragraph 7(d) of
the Agreement, OXY shall have sixty (60) days beyond the Closing Date to obtain
good title (which includes the leases, working interest and net revenue
interests as set forth in The Agreement) to the Title Failure Zone in which
event, Swift shall purchase the same for the amount of the Purchase Price
adjustment, $407,000.00, pursuant to all the terms and conditions of the
Agreement. If OXY has not acquired good title to the Title Failure Zone within
sixty (60) days after Closing, Swift will no longer be under any obligation to
purchase said Title Failure Zone from OXY.
If the foregoing is acceptable to you, please so indicate by executing
one copy of this letter in the space provided below.
Very truly yours,
Terry E. Swift
President
OXY USA Inc.
By:----------------
Title:-------------
1
<PAGE>
PURCHASE AND SALE AGREEMENT
OXY USA Inc., a Delaware corporation, P.O. Box 27570, Houston, Texas
77227-7570 (herein referred to as "OXY"), and SWIFT ENERGY COMPANY, a Texas
Corporation, 16825 Northchase Drive, Suite 400, Houston, Texas 77060 (herein
referred to as "Buyer"), enter into this Purchase and Sale Agreement (herein
referred to as "Agreement"), in consideration of OXY's agreement to sell and
Buyer's agreement to purchase the oil, gas and mineral leases and the wells more
particularly described in Exhibit "A" (herein referred to as the "Leases"), all
pursuant to the terms and conditions of this Agreement.
1. SALE AND PURCHASE. Subject to the terms and conditions herein set
forth, OXY shall sell, transfer, assign, convey and deliver to Buyer and Buyer
shall purchase and acquire all of OXY's right, title and interest in the Leases
described in Exhibit "A", including all of OXY's right, title and interest in
and to all permits, licenses, servitudes, rights-of-way, division orders, gas
purchase and sale agreements (wherein OXY is a selling party), crude oil
purchase and sale agreements (wherein OXY is a selling party, but excluding that
certain Agreement for the Purchase and Sale of Domestic Crude Oil executed the
31st day of August, 1983, by and between Occidental Petroleum Corporation, et
al., and CITGO Petroleum Corporation, the "CITGO Contract"), surface leases,
farmin agreements, farmout agreements, bottom hole agreements, acreage
contribution agreements, operating agreements, unit agreements, processing
agreements, options, leases of equipment or facilities, and all other contracts
and agreements that are appurtenant to the Properties or used or held for use in
connection with the ownership or operation of the Properties (the "Related
Agreements"); and all of OXY's right, title and interest in and to all of the
real, personal and mixed property located on and used solely in the operation of
the Properties, including, but not limited to (i) all wells, wellhead equipment,
fixtures (including, but not limited to, field separators and liquid
extractors), pipe, casing and tubing, (ii) all production, gathering, treating,
processing, compression, dehydration, salt water disposal, and injection
equipment and facilities, (iii) all tanks, machines, equipment, vessels and
other facilities (collectively called the "Facilities").
All of the above collectively referred to as the "Properties".
2. PURCHASE PRICE. The Purchase Price shall be Four Million Five
Hundred Thousand Dollars ($4,500,000.00). Buyer has allocated the Purchase Price
(the "Allocated Value") among the Properties as shown on Exhibit "B" for the
purpose of (i) giving notices of value to the owners of any preferential rights
to purchase, and (ii) determining the value of a Title Failure and handling
those instances where the Purchase Price is to be adjusted.
3. CLOSING AND EFFECTIVE DATE. The closing of the sale of the
Properties (herein referred to as the "Closing") shall be held on December 22,
1997 (herein referred to as the "Closing Date"), in the offices of OXY, located
at 5 Greenway Plaza, Suite 2400, Houston, Texas 77046, unless extended by mutual
agreement of the parties hereto. The effective date of the sale of the
Properties (herein referred to as the "Effective Date") shall be at 7:00 a.m. on
September 1, 1997. At Closing, Buyer shall transfer available funds by wire the
Purchase Price, as the same may be adjusted pursuant to the provisions hereof,
to the credit of OXY USA Inc. in the Chemical Bank, New York, New York, ABA
Number 021000128, Account Number 144-0-16132. If Closing does not occur on or
before the Closing Date, this Agreement shall be null and void.
2
<PAGE>
4. DELIVERY OF DOCUMENTS. At Closing OXY shall execute and deliver to
Buyer an Assignment and Bill of Sale without warranty of title except by,
through and under OXY in the form of that attached hereto as Exhibit "C", along
with other instruments as appropriate to convey the Properties, the Related
Agreements and the Facilities purchased hereunder. OXY shall deliver to Buyer on
or before ten (10) days following Closing, all pertinent operating files and
records, including, but not limited to, all joint operating agreements, lease
files, land files, well files (including but not limited to well histories, well
logs, environmental files and technical data), gas and oil sales contract files,
permit and regulatory files, pooling and unit agreements, all seismic,
geological, geochemical, accounting, reservoir and geophysical information and
any other information or data which are in existence on the Closing Date and
applicable to the Properties, to the extent the transfer of such geophysical and
seismic data, material and information is not prohibited by the terms of any
third-party license or other agreement and to the extent that such transfer does
not require payment of any transfer fee, and provided further, that OXY may keep
copies of all such records or the originals of such files as may be required for
tax, accounting and auditing purposes as determined necessary by OXY. If OXY
retains any original records, copies of such originals will be provided to
Buyer.
5. TRANSFER OF OPERATIONS. OXY shall continue to be responsible for the
operation of the Properties until January 1, 1998, at which time Buyer shall
assume operation of the Properties. The risk of casualty loss relating to the
Properties shall pass from OXY to Buyer as of the Closing Date. OXY shall also
maintain accounting and disbursement responsibilities for production from the
Properties until the Closing Date. Any expenses incurred by OXY in the operation
of the Properties after the date of this Agreement which are out of the ordinary
course of business as the Properties are currently operated or which requires a
single expenditure in excess of Twenty Five Thousand Dollars ($25,000) shall,
except in case of an emergency, be submitted to Buyer for its approval.
6. FINAL ADJUSTMENT. Within ninety (90) days after the Closing Date,
Buyer and OXY will effect a final adjustment whereby proceeds received by OXY
with respect to sale of production produced from the Properties after the
Effective Date shall be paid to Buyer and proceeds received by Buyer with
respect to sale of production produced from the Properties prior to the
Effective Date shall be paid to OXY. Payments of expenses by OXY which relate to
operations after the Effective Date shall be invoiced to Buyer by OXY and
payment of expenses by Buyer which relate to OXY-approved operations and
expenditures actually incurred prior to the Effective Date shall be invoiced to
OXY by Buyer. Any amount not known at the time of the final adjustment shall be
settled between Buyer and OXY when such amounts become known. As to those
Properties operated by OXY, Buyer shall be charged overhead at the rates
specified for such Properties in existing operating agreements and, as to those
Properties not covered by an operating agreement, Buyer shall be charged
overhead at the rate of $1,000.00 a month per well, prorated daily, from the
Effective Date to the date that Buyer assumes operations of the Properties.
Proceeds received or payment of invoices which cover periods of time or
operations before and after the Effective Date shall be prorated.
3
<PAGE>
7. TITLE.
(a) OXY will make available for examination at OXY's offices
in Houston, such title information, abstract coverage and production
data as OXY has in its possession. Existing abstracts will not be
brought up to date by OXY. The furnishing of any such title information
or production data shall create no liability or responsibility on the
part of OXY or on the writer of any title opinion, and OXY makes no
warranty or representation as to the title of either the real or
personal property described except by, through and under OXY, or the
correctness of title information or production data furnished by OXY.
The indication of particular fractions of working interests and/or net
revenue interests in Exhibit "B", hereto, in no way implies or creates
a general warranty, covenant or other undertaking regarding any
quantity of interest but is for the purpose of use in adjusting the
Purchase Price as provided for herein.
(b) "Title Failure" shall mean (i) a reduction in OXY's Net
Revenue Interest or an increase in OXY's Working Interest, without a
corresponding increase in OXY's Net Revenue Interest, in a Property
based upon a defect in OXY's title thereto, (ii) the existence of a
lien, assessment or encumbrance, either being of such significance that
a reasonable and prudent person engaged in the business of the
ownership, development and operation of oil and gas properties with
knowledge of all of the facts and their legal significance would be
unwilling to accept the same.
(c) Buyer shall, at its expense, conduct such examinations of
title and data as it sees fit and shall notify OXY upon execution of
this Agreement ,which shall occur no later than December 30, 1997, of
any Title Failure (as hereinabove defined), failing which, Buyer will
be deemed to have approved title and Subparagraph (d) below shall not
apply.
(d) OXY may, at its option, prior to Closing, attempt to
satisfy any and all such title requirements by Buyer. In the event of a
Title Failure, the parties shall use reasonable efforts to reach an
agreement to appropriately adjust the Purchase Price based upon a
reduction for the Properties or interest affected by such failure using
the Allocated Value shown on Exhibit B. In the event the parties are
unable to reach an agreement on such adjustment, either party shall
have the right to declare this Agreement null and void. Should the
parties reach an agreement to adjust the Purchase Price, the property,
or portions thereof affected by such failure, shall be excluded from
the Properties or portions thereof to be conveyed to Buyer at Closing
and the Purchase Price reduced accordingly. Buyer agrees that OXY shall
have an additional sixty (60) days beyond the Closing Date to satisfy
the Title Failure. If within sixty (60) days after Closing, OXY has
corrected the Title Failure, then Buyer shall purchase the property, or
portions thereof which had previously been affected by the Title
Failure, for the Purchase Price adjustment originally agreed to by the
parties. OXY and Buyer shall, within ten (10) days after notice of the
corrected Title Failure, effectuate a second closing for the property
or portions thereof under the same terms and conditions of this
Agreement. If OXY has not corrected the Title Failure within sixty (60)
days after Closing, the parties agree that the property or portion
thereof shall be deleted from the terms and conditions of this
Agreement.
4
<PAGE>
8. EXISTING OBLIGATIONS. The Properties are being conveyed to Buyer
subject to all existing Related Agreements pertaining to the Properties. Except
as otherwise provided in Section 11, Buyer will assume all of OXY's rights and
obligations associated with the Related Agreements pertaining to the Properties
as of the Effective Date. Specifically included are those rights and obligations
relating to OXY's gas imbalances (relative to its proportionate share of the gas
in relation to the other owners in the Properties). Buyer acknowledges that it
has been advised of the general status of the gas balancing for the Properties.
OXY makes no representation or warranty regarding the accuracy of such
information.
9. PREFERENTIAL RIGHTS. All reasonable efforts will be made by OXY to
secure a waiver of any preferential purchase right, right of first refusal, or
consent to assign (excluding consents or approvals from governmental agencies
customarily obtained following Closing) covering, in whole or in part, the
Properties (herein referred to as "Preferential Right"). OXY shall promptly
notify Buyer in the event a waiver of the Preferential Right cannot be secured
for the Properties, or any portion(s) thereof. Such portion(s) have been
identified by OXY in the Data Package and the Allocated Value therefor is shown
on the attached Exhibit "B". The inability of OXY to assign or convey applicable
portion(s) of the Properties shall be treated as a Title Failure as provided
herein and will not release Buyer from its obligation to purchase the remaining
portion(s) of the Properties, but the Purchase Price shall be reduced by the
Allocated Value shown on Exhibit "B" for the affected Property. Notwithstanding
the foregoing, in the event portion(s) of the Properties cannot be conveyed such
that the aggregate value thereof exceeds fifty percent (50%) of the Purchase
Price, the Buyer shall have the right to declare this Agreement null and void in
its entirety. All properties for which preferential purchase rights have been
waived, or for which the period to exercise such rights has expired prior to
Closing, shall be sold to Buyer at Closing pursuant to the provisions of this
Agreement.
If any party that elects to exercise a preferential purchase right
fails to consummate the purchase of the affected Properties covered by such
right pursuant to the terms of this Agreement within sixty (60) days following
Closing, then OXY shall so notify Buyer and Buyer shall purchase said Properties
from OXY, under the terms of this Agreement for the Allocated Value of such
property.
10. ENVIRONMENTAL MATTERS.
(a) "Environmental Defect" shall mean a violation (i) of any
Environ-mental Laws (as in effect and as written on the Effective Date)
applicable to the Properties and (ii) to which prompt remedial or
corrective action is or was required under such Laws as enforced on the
Effective Date. An Environmental Defect shall not include the presence
of NORM or minor spills in and/or on the Properties.
5
<PAGE>
(b) Prior to Closing, Buyer, or its agent or representative,
shall have the right, at Buyer's sole cost, risk and expense, to enter
upon the Properties (subject to the approval of the Operator thereof)
for the purpose of conducting an environmental review ("Review") of the
Properties, inspect the same, conduct soil and water tests and borings,
and generally conduct such tests, examinations, investigations and
studies as Buyer, in its sole discretion, may deem necessary or
appropriate for the preparation of reports and analyses relating to the
Properties. If Buyer, in its reasonable opinion, determines that there
is an Environmental Defect, then Buyer shall, upon execution of this
Agreement, so notify OXY in writing of (i) the nature and extent of the
Environmental Defect, (ii) the Properties affected, and (iii) the
estimated costs of remediation. Upon receipt of such notice, OXY shall
have the right, but not the obligation, to elect to remediate the
condition. In the event OXY does not elect to remediate the condition,
Buyer and OXY shall meet and use their best efforts to agree on the
validity of the claim of the Environmental Defect and the amount of any
Purchase Price adjustment. In the event the parties cannot mutually
agree on the Purchase Price adjustment for an alleged Environmental
Defect, Buyer shall have the right to (i) proceed to Closing and accept
the Properties with the alleged Environmental Defect with no Purchase
Price adjustment or (ii) terminate this Agreement as to the Properties
affected by the alleged Environmental Defect and receive a Purchase
Price adjustment for such Properties as set forth on Exhibit "B", or,
where feasible, the proportionate Allocated Value. If the alleged
Environmental Defects which have not been cured as of Closing exceed
ten percent (10%) of the Purchase Price, either OXY or Buyer shall have
the option to terminate this Agreement with no further liability
hereunder to the other party. In the event OXY or Buyer so terminates
this Agreement Buyer shall provide to OXY a copy of any environmental
assessment including any reports, data and conclusions.
(c) There shall be no Purchase Price adjustment for
Environmental Defects unless the aggregate total of all Environmental
Defects exceeds $50,000, it being understood that if the $50,000
threshold is exceeded, Buyer shall be entitled to an adjustment for
amounts in excess of $50,000.
(d) Buyer's access to the Properties to conduct its
environmental assessment is subject to the following conditions: Buyer
waives and releases all claims against OXY, its directors, officers,
employees and agents and parent or subsidiary companies for injury to,
or death of, persons or damage to property arising in any way from the
exercise of rights granted to Buyer hereby or the activities of Buyer
or its employees, agents or contractors on the Properties. Buyer shall
indemnify OXY, its directors, officers, employees, and agents against
and hold each and all of said indemnitees harmless from any and all
loss, cost, damage, expense or liability, including attorney's fees,
whatsoever arising out of or resulting from such exercise or activities
(except for any such injuries or damages caused solely by the active
negligence or willful misconduct of any said indemnitees). The
foregoing obligation of indemnity shall survive Closing or termination
of this Agreement without Closing.
6
<PAGE>
(e) Except for Environmental Defects that Buyer discovered
during the Review under Paragraph 10(b), and to the extent of OXY's
working interest under an operating or unit agreement applicable to the
Properties covering a production or spacing unit, and subject to
Paragraph 10(f) hereof, on and after the Closing Date OXY shall
indemnify and defend Buyer from any and all Environmental Defects
(hereinafter "Environmental Claims") arising out of OXY's ownership
and/or operation of the Properties prior to the Effective Date.
(f) Limitations on OXY's Environmental Indemnity and
Obligations. OXY's obligations to indemnify Buyer under Paragraph 10(e)
hereof is subject to and limited by the following:
(i) Buyer shall have provided OXY with written notice
of an Environmental Claim on or before one (1) year from the
Closing Date.
(ii) Such written notice shall identify the
Environmental Claim, the affected Property, and the reasonably
estimated cost of remediation thereof.
(iii) The reasonably estimated costs to conduct the
cleanup, remediation or restoration of an Environmental Claim
exceed, in the aggregate for all affected Properties, the
threshold amount of $50,000. Once the threshold is exceeded
amounts recoverable are recoverable from the first dollar.
(IV) Buyer shall have provided OXY with invoices and
billings for work actually done in conducting the cleanup,
remediation or restoration of an Environmental Claim.
11. CALL ON PRODUCTION. This Agreement is specifically made subject to
the provisions and conditions of that certain Agreement of the Purchase and Sale
of Domestic Crude Oil executed the 31st day of August, 1983, and expiring
September 1, 1998 by and between Occidental Petroleum Corporation, et al., and
CITGO Petroleum Corporation, et al. (the "CITGO Contract"), and CITGO's purchase
option thereunder. Oxy agrees that it shall not assign, amend,or modify the
Citgo Contract as it applies to the Properties prior to September 1, 1998
without prior written consent of Buyer. OXY represents and warrants that such
agreement will expire as to the Properties, by its own terms, no later than
September 1, 1998, ("Expiration Date"). OXY has advised Buyer of the existence
of that certain lawsuit styled Robert C. Bertolet, et al. vs. CITGO Petroleum,
et al., as filed in civil action No. 97-066, in the Chancery Court of Adams
County, Mississippi. OXY represents and warrants that there has been no request
for lease cancellation made in the lawsuit. While Buyer agrees to accept the
Properties subject to the CITGO Contract, it does so only until the earlier of
the following occurs: (i) September 1, 1998, or (ii) cancellation or termination
of the CITGO Contract by a court of law or as part of a settlement of the above
lawsuit. OXY agrees to indemnify and hold Buyer harmless from and against any
and all cost, expense, loss, or claim whatsoever, including interest, any fine
or penalty and reasonable attorney's fees and court costs, in connection with
the above lawsuit and/or any other claim that may be brought by a third party
against Buyer for selling crude oil for the price paid pursuant to the terms of
said CITGO Contract or for paying royalties or other leasehold burdens based on
that price, prior to the Expiration Date.
7
<PAGE>
12. PRODUCTION PURCHASERS. OXY reserves the right to all payments which
have been or may be made by any gas purchaser and which were or may be
attributable to the sale or production of gas produced prior to the Effective
Date. OXY confirms that there are no reserves for which payment has been
received but production has not been delivered. OXY will provide Buyer with the
names and addresses of all purchasers. Buyer will prepare all letters in lieu
and will assume all responsibility for notifying the purchaser(s) of production
of change of ownership. The parties shall execute such letters in lieu of
transfer orders or such other documents as may be reasonably required by a
purchaser of production.
13. SUSPENSE AND ESCROW ACCOUNTS. All funds held by OXY in suspense for
the account of others and arising out of production from the Properties
(including but not limited to funds withheld from non-participating mineral
owners for plugging and abandonment purposes) shall be transferred to Buyer as
soon as possible after the Effective Date. Buyer shall assume full
responsibility for the payment of all funds arising out of production from the
Properties which have been deposited in accordance with various state escrow
statutes. As soon as reasonably possible after the execution hereof, but in no
event later than Closing, OXY shall furnish a listing of all accounts and funds
so held or deposited. Buyer shall indemnify, defend and hold OXY harmless for
all claims or actions arising out of or in connection with Buyer's deposit or
disbursement of said funds.
14. AUDITS. OXY retains the sole right to all claims and resolutions
thereof arising as a result of audit whether under previously performed audits
or audits performed by itself or others in the future under operating agreements
relating to charges to the joint accounts prior to the Effective Date. Any
monies received by Buyer which are associated with such claims and resolutions
shall be immediately remitted to OXY by Buyer.
15. LIMITATIONS ON AND EXCLUSION OF WARRANTY. THE CONVEYANCE OF THE
PERSONAL PROPERTY SHALL BE MADE "AS IS" AND THE CONVEYANCE OF THE REAL AND
PERSONAL PROPERTY SHALL BE WITHOUT WARRANTIES OF TITLE (EXCEPT BY THROUGH AND
UNDER OXY) OR WARRANTIES OR REPRESENTATIONS OF ANY OTHER NATURE, EXPRESS OR
IMPLIED. OXY MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE
ACCURACY OR COMPLETENESS OF ANY DATA, INFORMATION OR MATERIALS HERETOFORE OR
HEREAFTER FURNISHED BUYER IN CONNECTION WITH THE PROPERTIES; OR AS TO THE
QUALITY OR QUANTITY OF HYDROCARBON RESERVES (IF ANY) ATTRIBUTABLE TO THE
PROPERTIES OR THE ABILITY OF THE PROPERTIES TO PRUDUCE HYDROCARBONS INCLUDING
THE COSTS WHICH MAY OR MAY NOT BE REQUIRED TO PRODUCE HYDROCARBONS. ANY AND ALL
SUCH DATA, INFORMATION AND OTHER MATERIALS FURNISHED BY OXY IS PROVIDED BUYER AS
A CONVENIENCE AND ANY RELIANCE ON OR USE OF THE SAME SHALL BE AT BUYER'S SOLE
RISK. BUYER HAS MADE AND WILL MAKE PRIOR TO CLOSING SUCH INDEPENDENT
INVESTIGATION AND EVALUATION OF THE PROPERTIES AS IT SHALL DEEM APPROPRIATE.
16. RECORDING. Upon delivery of the Assignments to Buyer as herein
contemplated, Buyer shall file such instrument for recording within ten (10)
days after such delivery with proper authorities in the appropriate counties and
shall furnish OXY with the recording data thereof.
8
<PAGE>
17. ASSUMPTION AND INDEMNITY. Except for OXY's indemnities relating to
an Environmental Claim arising out of OXY's ownership or operation of the
Properties prior to the Effective Date which are covered exclusively under
Paragraph 10, on the Closing Date, but as of the Effective Date:
(a) Buyer shall defend, indemnify and hold harmless OXY and
its affiliated companies, its and their officers, directors, agents and
employees, from any and all losses, claims, demands, suits, damages,
expenses, costs, causes of action or judgments of any kind or character
with respect to all liabilities and obligations or alleged or
threatened liabilities and obligations, including claims for personal
injury, illness, disease, wrongful death, damage to property, liability
based on strict liability or condition of the Properties, and claims
(including fines, penalties, and cleanup expenses) resulting from
environmental damage or pollution which arise from, or are attributable
to the ownership or operation of the Properties by Buyer on or after
the Effective Date, including, without limitation any interest,
penalty, reasonable attorney's fees and other costs and expenses
incurred in connection therewith or the defense thereof, even if caused
in whole or in part by the sole or concurrent negligence or strict
liability of OXY, or condition of the Properties.
(b) Notwithstanding any other provision contained herein to
the contrary, Buyer agrees to assume any and all responsibility which
OXY may have under applicable governmental laws, rules and regulations
concerning the plugging and abandonment of wells which are part of the
Properties, together with any cleanup and restoration of the surface or
subsurface as may be required under the terms of any lease or
applicable governmental laws, rules and regulations, and Buyer agrees
to defend, indemnify and hold OXY and its affiliated companies, its and
their officers, directors, agents and employees, harmless from any and
all liabilities arising from Buyer's failure, or alleged failure, to
properly plug and abandon such wells and/or complete such cleanup or
restoration of the surface or subsurface as may be required as set
forth above.
(c) Notwithstanding any other provision contained herein to
the contrary, Buyer acknowledges that the Properties have been utilized
for the purpose of exploration, production and development of oil and
gas, and that Buyer has been informed and is aware that oil and gas
producing formations can contain naturally occurring radioactive
material (NORM) and that some oil field production equipment and/or
facilities may contain NORM. On and after the Effective Date, Buyer
agrees to assume all responsibility and liability related to NORM on
the Properties and agrees to defend, indemnify and hold OXY and its
affiliated companies, its and their officers, directors, agents, and
employees, harmless from any and all claims arising from the presence
of NORM which may be on the premises or personal property as the result
of oil and gas operations related to the Properties without regard to
when such condition or contamination occurred, or whether based on any
theory of negligence of OXY; PROVIDED, HOWEVER, that Buyer's indemnity
hereunder shall not apply to NORM contaminated pipes, valves and other
equipment that the parties agree, in writing, that OXY is to remove
prior to the Closing Date.
9
<PAGE>
(d) If OXY is notified in writing by Buyer of a Buyer's claim
under this Paragraph 17(d) (except for an Environmental Claim covered
by Paragraph 22 hereof) within one (1) year after the Closing Date, OXY
agrees to indemnify, defend and hold Buyer and its affiliated
companies, its and their officers, directors, agents and employees,
harmless from and against any and all losses, claims, demands, suits,
damages, expenses, costs, causes of action or judgments of any kind or
character with respect to all liabilities and obligations or alleged or
threatened liabilities and obligations, including claims for personal
injury, illness, disease, wrongful death, damage to property,
liability, based on strict liability or condition of the Properties
which arise from, or are attributable to, (A) those claims and/or
litigation shown on Exhibit D, (B) the breach by OXY of the
representations contained in Paragraph 21 hereof, or (C) OXY's
ownership or operation of the Properties prior to the Effective Date
including, without limitation, any interest, penalty, reasonable
attorney's fees and other costs and expenses incurred in connection
therewith or the defense thereof. OXY shall have no obligation to Buyer
under this Paragraph 17(d) for any matter for which it is not notified
by Buyer in writing within one (1) year after the Effective Date;
provided however, there shall be no time limitation for any claims
under subpart (A) above or for any claims related to OXY's proper
payment of (i) taxes, (ii) royalties, overriding royalties and similar
burdens on production prior to the Effective Date, (iii) joint interest
audits for periods prior to the Effective Date or (iv) broker's or
finder's fees.
(e) The rights of the parties to indemnification hereunder are
contingent on the timely receipt by the indemnifying party of prompt
written notice and documentation of a claim for indemnification from
the party seeking indemnification. In no event shall either party be
liable to the other for loss of profits or consequential damages
hereunder.
18. COMPLIANCE WITH THE LAW. Buyer agrees to comply with all laws and
with all rules, regulations and orders of all municipal, state and federal
agencies and regulatory bodies in the conduct of all operations in and on the
lands covered hereby, including, but not by way of limitation, the proper
plugging of all wells on the said lands, and the transfer or assumption of
applicable permits, bonds and licenses.
10
<PAGE>
19. TAXES. Ad valorem and other property taxes for the current tax year
will be prorated between Buyer and OXY. Buyer shall also bear all applicable
sales taxes or similar taxes imposed by any state, county, municipality or other
governmental entity as a result of the sale.
20. REPRESENTATIONS AND WARRANTIES OF BUYER. The representations and
warranties of Buyer in this Paragraph 20 (a) through (e) shall survive Closing.
Buyer represents and warrants to and agrees with OXY that:
(a) Binding Obligation. This Agreement constitutes the legal,
valid and binding obligation of Buyer enforceable against Buyer in
accordance with its terms, except as limited by bankruptcy, insolvency
or other laws or general application relating to the enforcement of
creditors' rights.
(b) Government Consent. Except as otherwise provided herein,
no authorization, consent, approval, license, exemption of or filing or
registration with any court or governmental department, commission,
board, bureau, agency or instrumentality, domestic or foreign, is or
will be necessary to the valid execution, delivery or performance by
Buyer of this Agreement or any other document contemplated hereby or
referred to herein.
(c) Commission. OXY shall have no responsibility for any
commission or brokerage fees to be paid by Buyer or on Buyer's behalf
or for any other fees or expenses incurred by Buyer or on Buyer's
behalf in connection with the transactions contemplated by this
Agreement.
(d) Reliance. Buyer has made an independent investigation
respecting all aspects of the Properties which permitted it to make the
decision to execute this Agreement and has not relied in any manner
upon any statement, representation or warranty expressed by OXY prior
to the date of this Agreement.
(e) Purpose. The Properties covered by the Agreement are being
purchased for investment purposes only and not for the purpose of
resale.
21. REPRESENTATIONS AND WARRANTIES OF OXY. The representations and
warranties of OXY in this Paragraph 21 shall survive Closing for a period of one
(1) year. OXY represents and warrants to and agrees with Buyer that:
(a) Binding Obligation. This Agreement constitutes the legal,
valid and binding obligation of OXY enforceable against OXY in
accordance with its terms, except as limited by bankruptcy, insolvency
or other laws of general application relating to the enforcement of
creditors' rights.
11
<PAGE>
(b) Government Consent. Except as otherwise provided herein,
no authorization, consent, approval, license, exemption of or filing or
registration with any court or governmental department, commission,
board, bureau, agency or instrumentality, domestic or foreign, is or
will be necessary to the valid execution, delivery or performance by
OXY of this Agreement or any other document contemplated hereby or
referred to herein.
(c) Commission. Buyer shall have no responsibility for any
commission or brokerage fees to be paid by OXY or on OXY's behalf or
for any other fees or expenses incurred by OXY or on OXY's behalf in
connection with the transactions contemplated by this Agreement.
(d) Litigation. Other than the litigation shown on Exhibit D,
to the best of OXY's knowledge and belief, at the date of this
Agreement, there are no actions, suits, proceedings or governmental
investigations or inquiries pending against OXY or any Properties (i)
seeking to prevent the consummation of the transactions contemplated
hereby, or (ii) which would singularly or in the aggregate, have a
material adverse effect on the Properties taken as a whole.
(e) Compliance with Laws. To the best of OXY's knowledge and
belief, OXY has operated the Properties, or caused the Properties to be
operated, in compliance with all laws, ordinances, regulations and
orders applicable to the Properties, except where the failure to be in
such compliance would not, singularly or in the aggregate, have a
material adverse effect on the Properties taken as a whole.
(f) Royalties. To the best of OXY's knowledge and belief, all
royalties due under the oil and gas leases described in Exhibit "A"
have been properly paid to the parties entitled thereto or properly
accounted for.
(g) Taxes. To the best of OXY's knowledge and belief, all ad
valorem, property, production, severance, excise and similar taxes and
assessments based on or measured by the ownership of property or the
production of hydrocarbons or the receipt of proceeds therefrom on the
Properties which have become due and payable have been paid.
(h) Tax Partnerships. To the best of OXY's knowledge and
belief, the Properties are not subject to any tax partnership agreement
which would bind Buyer.
22. ASSIGNABILITY. Buyer shall not assign or cause to be assigned any
of the rights or obligations hereunder without the prior written consent of OXY
prior to the Closing Date.
23. FURTHER ASSURANCES. OXY and Buyer shall execute and deliver or
cause to be executed and delivered all such other documents which are reasonably
required to give effect to the terms and conditions of this Agreement.
12
<PAGE>
24. DUE DILIGENCE REVIEW.
(a) Prior to Closing, OXY, in OXY's offices, will make
available to Buyer and Buyer's authorized representatives for
examination as Buyer may reasonably request the Records. Prior to
Closing, Buyer, at Buyer's sole cost, may copy any portion of the
Records as Buyer may reasonably request.
(b) OXY shall permit Buyer and Buyer's authorized
representatives to consult with OXY's employees during reasonable
business hours and to conduct, at Buyer's sole risk and expense,
wellsite inspections and inventories of the Properties that are
OXY-operated. During such inspections, Buyer shall have the right to
review the Properties to determine the environmental condition of the
Equipment and Lease premises. To the extent Buyer desires similar
access to OXY's non-operated Properties, OXY shall assist Buyer in
obtaining such access.
(c) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT,
BUYER ACKNOWLEDGES THAT OXY HAS MADE NO REPRESENTATIONS, VERBAL OR
OTHERWISE, OR WARRANTIES AS TO THE ACCURACY OR COMPLETENESS OF THE
RECORDS, OTHER INFORMATION, OR AS TO OXY'S TITLE TO THE PURCHASED
PROPERITES, AND IN ENTERING INTO AND PERFORMING THIS AGREEMENT, BUYER
HAS RELIED AND WILL RELY SOLELY UPON ITS INDEPENDENT INVESTIGATION OF,
AND JUDGMENT WITH RESPECT TO, THE PROPERTIES, THEIR VALUE AND OXY'S
TITLE THEREOF.
25. NOTICES. All notices hereunder shall be sufficiently given for all
purposes hereunder if in writing and delivered personally, or to the extent
receipt is confirmed by the party charged with notice, sent by documented
overnight delivery service, by United States Mail, telecopy, telefax or other
electronic transmission service to the appropriate address or number as set
forth below. Notices to OXY or Buyer shall be addressed to:
OXY BUYER
OXY USA INC. SWIFT ENERGY COMPANY
-------------------------- 16825 Northchase Drive, Suite 400
-------------------------- Houston, Texas 77060
Attn: -------------------- Attn: Rodney W. Baker
Fax: (713) ----------- Fax: (281) 875-7902
13
<PAGE>
26. ENTIRE AGREEMENT. This instrument states the entire agreement and
supersedes all prior agreements (except any prior Confidentiality Agreement
between the Buyer and OXY) between the parties concerning the subject matter
hereof. This Agreement may be supplemented, altered, amended, modified or
revoked by writing only, signed by both parties.
27. OCCASIONAL SALE. OXY and Buyer believe that this purchase and sale
of the Properties constitutes an isolated or occasional sale and is not subject
to sales tax; provided, however, if any sales, transfers, use taxes or other
similar taxes are due or should hereafter become due (including penalty and
interest thereon) by reason of this transaction, Buyer shall timely pay and
solely bear all such taxes.
28. COUNTERPART. This Agreement may be executed by Buyer and OXY in any
number of counterparts, each of which shall be deemed an original instrument,
but all of which together shall constitute one and the same instrument.
29. WAIVER. Any of the terms, provisions, covenants, representations,
warranties or conditions hereof may be waived only by a written instrument
executed by the party waiving compliance. The failure of any party at any time
or times to require performance of any provisions hereof shall in no manner
affect such party's right to enforce the same. No waiver of any of the
provisions of this Agreement shall be deemed or shall constitute a waiver of any
other provisions hereof (whether or not similar), nor shall such waiver
constitute a continuing waiver unless otherwise expressly provided.
30. GOVERNING LAW. This Agreement and the rights and obligations of the
parties hereto shall be governed, construed, and enforced in accordance with the
laws of the State of Mississippi.
IN WITNESS WHEREOF, this Purchase and Sale Agreement has been executed
this ----- day of December, 1997.
OXY USA Inc.
By -----------------------------
Name: E. J. Hanley
Title: Attorney-In-Fact
SWIFT ENERGY COMPANY
By -----------------------------
Name: Terry E. Swift
Title: President
14
<PAGE>
EXHIBIT "A"
'AVAILABLE UPON REQUEST'
Attached to and made a part of that certain Purchase and Sale Agreement
betweenOXY USA Inc. and SWIFT ENERGY COMPANY,
effective September 1, 1997.
SCHEDULE OF LEASE
Lease Number:
Date:
Lessor:
Lessee:
Recording Data:
Description:
NRI:
WI:
15
<PAGE>
EXHIBIT "B" - Attached to and made a part of that certain Purchase and Sale
Agreement between OXY USA Inc. and SWIFT ENERGY COMPANY,
effective September 1, 1997.
ALLOCATION OF VALUE
<TABLE>
<CAPTION>
FIELD WELL GWI NRI ALLOCATION
- ----- ---- --- --- ----------
<S> <C> <C> <C> <C>
Berwick Berwick A-1 N/A .0042614 0
Clark A-1 .5998736q .4908013 9,598
Mitchell Cent. Battery .5998736 N/A 0
Holiday BOE D-1 1.00000 .8125000 2,079,216
Luxor Hale A-1 1.00000 .8026912 53,983
Johnson A-1 1.00000 .8075956 759
S. Centreville E.S. Rollins 42-5 #1 .9753190 .7870977 199,198
E.S. Rollins 42-5 #1 (BP) .9753190 .7870977 407,000
PUD 43-1 .9753190 .7870977 1,737,531
Rollins 42-1 N/A .0567768 12,715
---------
TOTAL 4,500,000
---------
</TABLE>
16
<PAGE>
EXHIBIT "C"
Attached to and made a part of that certain Purchase and Sale Agreement between
OXY USA Inc. and SWIFT ENERGY COMPANY, effective September 1,1997.
ASSIGNMENT AND BILL OF SALE
---------------------------
KNOW ALL MEN BY THESE PRESENTS, that OXY USA INC., a Delaware
corporation, whose address is P. O. Box 27570, Houston, Texas 77227-7570,
hereinafter referred to as "Assignor", for and in consideration of the sum of
Ten Dollars ($10.00) and other valuable considerations paid, receipt of which is
hereby acknowledged, does hereby, subject to the exceptions and reservations
hereinafter contained, grant, convey, sell, assign, transfer and deliver unto
Swift Energy Company, whose address is 16825 Northchase Drive, Suite 400,
hereinafter referred to as "Assignee", all of Assignor's right, title and
interest in the Oil and Gas Lease(s) and the wells described in Exhibit "A",
which is attached hereto and made a part hereof (hereinafter called the
"Properties").
For the same consideration as first hereinabove recited, the Assignor
does hereby bargain, grant, sell convey and transfer unto Assignee all of
Assignor's right, title and interest in and to the well(s) located on the lands
described in Exhibit "A", including all of OXY's right, title and interest in
and to all permits, licenses, servitudes, rights-of-way, division orders, gas
purchase and sale agreements (wherein OXY is a selling party), crude oil
purchase and sale agreements (wherein OXY is a selling party, but excluding that
certain Agreement for the Purchase and Sale of Domestic Crude Oil executed the
31st day of August, 1983, by and between Occidental Petroleum Corporation, et
al., and CITGO Petroleum Corporation, the "CITGO Contract"), surface leases,
farmin agreements, farmout agreements, bottom hole agreements, acreage
contribution agreements, operating agreements, unit agreements, processing
agreements, options, leases of equipment or facilities, and all other contracts
and agreements that are appurtenant to the Properties or used or held for use in
connection with the ownership or operation of the Properties (the "Related
Agreements"); and all of OXY's right, title and interest in and to all of the
real, personal and mixed property located on and used solely in the operation of
the Properties, including, but not limited to (i) all wells, wellhead equipment,
fixtures (including, but not limited to, field separators and liquid
extractors), pipe, casing and tubing, (ii) all production, gathering, treating,
processing, compression, dehydration, salt water disposal, and injection
equipment and facilities, (iii) all tanks, machines, equipment, vessels and
other facilities (collectively called the "Facilities").
Assignee acknowledges and represents that prior to accepting this
Assignment and Bill of Sale, it conducted such inspection of the Properties as
it deemed reasonably prudent, made itself familiar with the operations
previously conducted thereon and satisfied itself as to the risks and
obligations assumed hereunder.
17
<PAGE>
Assignee agrees to comply with all laws and with all rules, regulations
and orders of all municipal, state and federal agencies and regulatory bodies in
the conduct of all operations by Assignee in and on the lands covered hereby.
This Assignment and Bill of Sale is made subject to the provisions and
conditions of that certain Agreement for the Purchase and Sale of Domestic Crude
Oil executed the 31st day of August, 1983, by and between Occidental Petroleum
Corporation, et al., and CITGO Petroleum Corporation, et al. (the "CITGO
Contract"), and CITGO's purchase option thereunder.
This Assignment and Bill of Sale is made in accordance with and subject
to the provisions and conditions contained in that certain Purchase and Sale
Agreement with OXY USA Inc., dated December 22, 1997, which is made a part
hereof by reference. In the event of a conflict between the terms and conditions
of this Agreement and the Purchase and Sale Agreement the terms of the latter
shall control.
Assignor reserves the right to retain the originals of and/or have
access, and at Assignor's expense, the right to copy, excerpt from or reproduce
any records to the extent necessary for:
(a) federal, local or state regulatory or tax matters affecting Assignor,
(b) the resolution of any existing disputes or contract compliance issues
affecting Assignor and related to the properties, or
(c) other matters or disputes relating to Assignor's prior ownership of or
liability with respect to the said lease and lands.
The reservations herein made and the provisions and covenants contained
therein shall attach to and run with the lease(s) assigned and the lands herein
described or referred to and shall be binding upon and inure to the benefit of
Assignor and Assignee and their respective heirs, administrators, executors,
devisees, trustees, successors and assigns.
This Assignment and Bill of Sale shall be effective for all purposes as
of the September 1, 1997, at 7:00 A.M., Central Daylight Time.
TO HAVE AND TO HOLD the same unto the said Assignee, its successors and
assigns according to the terms and conditions of the Oil and Gas Leases, the
said Assignee to perform all of the conditions, obligations and covenants
thereof and the terms hereof.
EXCEPT AS TO ALL THOSE LAWFULLY CLAIMING OR TO CLAIM THE SAME OR ANY
PART THEREOF, BY, THROUGH OR UNDER ASSIGNOR, THIS ASSIGNMENT AND BILL OF SALE IS
MADE WITHOUT WARRANTY OF TITLE, EITHER EXPRESS OR IMPLIED AND, AS SAME PERTAINS
TO ALL WELLS, MATERIALS AND EQUIPMENT COVERED HEREBY, THIS ASSIGNMENT IS MADE
WITHOUT WARRANTY, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY AND FITNESS FOR
PARTICULAR PURPOSE, AND ASSIGNEE ACCEPTS SUCH WELLS, MATERIALS AND EQUIPMENT "AS
IS".
IN WITNESS WHEREOF, the said OXY USA Inc., as Assignor, and SWIFT
ENERGY COMPANY, as Assignee, have caused their names to be affixed as of this
22nd day of December, 1997, and this Assignment shall be effective as of the
effective date herein stated.
18
<PAGE>
ASSIGNOR
OXY USA INC.
By: ----------------------------------
Name: E. J. Hanley
Title: Attorney-In-Fact
ASSIGNEE
SWIFT ENERGY COMPANY
By: ----------------------------------
Name: Terry E. Swift
Title: President
THE STATE OF TEXAS S
S SS:
COUNTY OF HARRIS
This instrument was acknowledged before me on the 22nd day of December,
1997, on behalf of OXY USA Inc., a Texas corporation, by E. J. Hanley as
Attorney-In-Fact, on behalf of said corporation.
(SEAL) ------------------------------------
Notary Public in and for the
State of Texas
THE STATE OF TEXAS S
S SS:
COUNTY OF HARRIS S
This instrument was acknowledged before me on the 22nd day of December,
1997, on behalf of Swift Energy Company, a Texas corporation by Terry E. Swift
as President of Swift Energy Company, on behalf of said corporation.
(SEAL) ------------------------------------
Notary Public in and for the
State of Texas
19
<PAGE>
EXHIBIT "D" - Attached to and made a part of that certain Purchase and Sale
Agreement between OXY USA Inc. and SWIFT ENERGY COMPANY,
effective September 1, 1997.
LITIGATION AND CLAIMS
1. Robert C. Bertolet, et al. vs. CITGO Petroleum Corp., et al., Case
#97-066, Chancery Court, Adams County, Mississippi
Plaintiffs allege antitrust, combination and conspiracy to fix, depress
and maintain artificially low prices for crude oil in violation of
Mississippi antitrust laws.
2. Various litigations seeking "class certification" for royalty
payments based on "posted price".
a) Mary Alma Powell, et al vs. Occidental Petroleum Corp., et
al., as filed in the County Court of Panola County, Texas.
b) Cameron Parish School Board vs. Texaco, Inc., et al., as filed
in the 38th Judicial District Court, Cameron Parish,
Louisiana.
NOTE: OXY retains responsibility for the above litigation and to
indemnify and hold Buyer harmless from and against the same
pursuant to Paragraph 11 of this agreement.
20
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Swift Energy
Pension Partners 1995-B, Ltd.'s balance sheet and statement of operations con-
tained in its Form 10-K for the year ended December 31, 1997 and is qualified in
its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 600,825
<SECURITIES> 0
<RECEIVABLES> 115,823
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 724,091
<PP&E> 2,236,845
<DEPRECIATION> (150,695)
<TOTAL-ASSETS> 2,810,241
<CURRENT-LIABILITIES> 8,402
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 2,801,839
<TOTAL-LIABILITY-AND-EQUITY> 2,810,241
<SALES> 208,860
<TOTAL-REVENUES> 327,090
<CGS> 0
<TOTAL-COSTS> 98,153<F1>
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 172,017
<INCOME-TAX> 0
<INCOME-CONTINUING> 172,017
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 172,017
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<FN>
<F1>Includes lease operating expenses, production taxes and depreciation,
depletion and amortization expense. Excludes general and administrative and
interest expense.
</FN>
</TABLE>
