As filed with the Securities and Exchange Commission on September 27, 1996.
Registration Statement No. 333-_______
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------------
SWIFT ENERGY COMPANY
(Exact name of Registrant)
Texas 74-2073055
(State of incorporation) (I.R.S. Employer
Identification No.)
A. Earl Swift, President
Swift Energy Company
16825 Northchase Drive, Suite 400
Houston, Texas 77060
(713) 874-2700
(Address and telephone number of Registrant's executive offices and name,
address and telephone number of agent for service)
Copy to:
Donald W. Brodsky
Jenkens & Gilchrist
A Professional Corporation
1100 Louisiana Street, Suite 1800
Houston, Texas 77002
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
---------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of Each Amount Maximum Maximum Amount of
Class of Securities to be Offering Aggregate Registration
to be Registered Registered Price Per Share(1) Offering Price(1) Fee
- ----------------------- ----------------------- ---------------------- ----------------------- ----------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 82,555 $22.625 $1,867,807 $644
par value
======================= ======================= ====================== ======================= ======================
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee and based
upon the average of the high and low prices reported on the New York Stock
Exchange on September 23, 1996, in reliance on Rule 457(c) under the
Securities Act.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
Swift Energy Company
Cross Reference Sheet
Pursuant to Regulation S-K Item 501(b)
<TABLE>
<CAPTION>
Form S-3 Item Number and Caption Location/Caption in Prospectus
------------------------------------------------------ -----------------------------------------
<S> <C> <C>
1. Forepart of the Registration Statement and Outside
Front Cover Pages of Prospectus....................... Outside Front Cover Page of Prospectus
2. Inside Front and Outside Back Cover Pages of
Prospectus............................................ Inside Front and Outside Back Cover Pages
of Prospectus
3. Summary Information, Risk Factors and Ratio of
Earnings to Fixed Charges............................. Risk Factors; The Company
4. Use of Proceeds....................................... Not Applicable
5. Determination of Offering Price....................... Not Applicable
6. Dilution.............................................. Not Applicable
7. Selling Security Holders.............................. Selling Shareholders
8. Plan of Distribution.................................. Plan of Distribution
9. Description of Securities to be Registered............ Incorporation of Certain Documents by
Reference
10. Interests of Named Experts and Consultants............ Not Applicable
11. Material Changes...................................... Not Applicable
12. Incorporation of Certain Material by
Reference............................................. Incorporation of Certain Documents by
Reference
13. Disclosure of Commission Position on Indemni-
fication for Securities Act Liabilities............... Not Applicable
</TABLE>
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This Prospectus shall not constitute an offer to sell or the
solicitation of any offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
Subject to Completion; Dated September 27, 1996
82,555 Shares
SWIFT ENERGY COMPANY
Common Stock
This Prospectus relates to an aggregate of 82,555 shares (the "Shares")
of common stock, par value $.01 per share ("Common Stock"), of Swift Energy
Company ("Swift" or the "Company"). The Common Stock is currently listed on the
New York Stock Exchange and on the Pacific Stock Exchange (the "Exchanges")
under the symbol SFY. On September 23, 1996, the closing sale price of the
Common Stock on the New York Stock Exchange, Inc. was $22.50 per share.
The Shares may be offered from time to time by individuals who acquired
or will acquire the Shares through the exercise of options or, as to 25,000 of
the Shares, by the Swift Energy Employee Stock Ownership Trust (collectively,
the "Selling Shareholders"). The Selling Shareholders have indicated that the
Shares may be sold on the Exchanges or otherwise than on the Exchanges at
prevailing market prices or negotiated prices. No underwriter has been engaged
to participate in the offering of the Shares. The Company will receive no
portion of the proceeds of any sales of Shares by the Selling Shareholders. See
"Plan of Distribution."
THESE SECURITIES INVOLVE CERTAIN RISKS
SEE "RISK FACTORS" BEGINNING ON PAGE 5.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES ADMINISTRATOR, NOR
HAS THE COMMISSION OR ANY SUCH ADMINISTRATOR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is ____________________, 1996.
<PAGE>
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement (of which this Prospectus is a part)
under the Securities Act of 1933, as amended, with respect to the Shares. This
Prospectus does not contain all the information set forth in the Registration
Statement, certain portions of which have been omitted as permitted by the rules
and regulations of the Commission. For further information with respect to the
Company and the Shares, reference is made to such Registration Statement and
exhibits.
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended, and in accordance therewith files
reports, proxy statements and other information with the Commission. The
Registration Statement, the exhibits forming a part thereof, and the reports,
proxy statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Room 1024, Washington, D.C. 20549, and at the following regional offices of the
Commission: 7 World Trade Center, 13th Floor, New York, New York 10048 and
Northwest Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661. The Commission maintains a web site (http:\\www.sec.gov) that contains
reports, proxy and information statements and other information regarding
registrants, such as the Company, that file electronically with the Commission.
The Company's Common Stock is listed on the New York Stock Exchange and the
Pacific Stock Exchange. Reports, proxy statements and other information
concerning the Company can also be inspected at the offices of the New York
Stock Exchange, Inc., 20 Broad Street, New York, New York 10005 and the Pacific
Stock Exchange Incorporated, 115 Sansome Street, 8th Floor, San Francisco,
California 94104.
The statements contained in this Prospectus that are not historical
facts, including but not limited to, statements found in the "The Company" and
"Risk Factors," are forward-looking statements as that term is defined in
Section 21E of the Securities Exchange Act of 1934, as amended, that involve a
number of risks and uncertainties. The actual results of the future events
described in the forward-looking statements in this Prospectus could differ
materially from those stated in such forward-looking statements. Among the
factors that could cause actual results to differ materially are: general
economic conditions, competition and government regulations, as well as the
risks and uncertainties discussed in this Prospectus, including without
limitation, the matters discussed in "Risk Factors" and the uncertainties set
forth from time to time in the Company's other public reports, filings, and
public statements.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated herein by reference:
(1) the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995;
(2) the Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1996 and June 30, 1996;
(3) the description of the Common Stock set forth in the
Registration Statement on Form 8-A, filed with the Commission
on July 28, 1981, including any amendment or report filed for
the purpose of updating such description; and
(4) all documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the date of
<PAGE>
this Prospectus and prior to the termination of this offering
of the Shares, from the date of filing of such documents.
Any statement contained in a previously filed document incorporated by
reference shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any
accompanying Prospectus supplement, or in any other subsequently filed document
which also is or is deemed to be incorporated by reference, modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
The Company undertakes to provide without charge to each person to whom
this Prospectus is delivered, upon written or oral request of such person, a
copy of any or all documents incorporated herein by reference, other than
exhibits. All requests for copies of such documents should be directed to: John
R. Alden, Senior Vice President - Finance, Swift Energy Company, 16825
Northchase Drive, Suite 400, Houston, Texas 77060, telephone: (713) 874-2700.
THE COMPANY
Swift Energy Company, a Texas corporation organized in October 1979
(the "Company"), is engaged in the exploration, development, acquisition, and
operation of oil and natural gas properties, with a primary focus on U.S.
onshore natural gas reserves. The Company has interests in approximately 4,100
oil and gas wells located in 15 states, with over 90% of its proved reserves
base concentrated in Texas, Oklahoma, and Louisiana. Between 1985 and 1993, the
Company grew primarily through the acquisition of producing properties funded
through limited partnership financing. Commencing in 1991, the Company began to
reemphasize the addition of reserves through increased exploration and
development drilling activity. As a result of this re-emphasis on drilling
activity, the Company added approximately 24.8 billion cubic feet equivalent
("Bcfe") and 72.4 Bcfe of proved reserves in 1994 and 1995, respectively,
through exploration and development drilling at a three-year average cost of
$0.70 per thousand cubic feet equivalent ("Mcfe") in 1994 and $0.47 per Mcfe in
1995.
At December 31, 1995, the Company had estimated proved reserves of
143.6 billion cubic feet ("Bcfe") of natural gas and 5.4 million barrels of oil
(totaling approximately 176.1 Bcfe) with a present value (PV-10 Value) of
approximately $147 million. The proved reserves, at December 31, 1995, represent
an increase of 70% over estimated amounts at December 31, 1994. Approximately
82% of the Company's proved reserve base at year-end 1995 was natural gas. The
Company's reserve replacement cost over the last three years averaged $0.61 per
Mcfe.
At December 31, 1995, the Company operated approximately 770 wells,
which represented 86% of its proved reserve base, and managed reserves on behalf
of limited partnerships that, exclusive of the Company's interests, had proved
reserves of approximately 180.5 Bcfe. The Company's two largest properties
accounted for 73% of the Company's PV-10 Value at December 31, 1995. The South
Texas AWP Olmos Field, located in McMullen County, Texas, and the Austin Chalk
Giddings Field, located primarily in Fayette County, Texas, accounted for 67%
and 6%, respectively, of the Company's PV-10 Value as of such date. The Company
believes that the Austin Chalk's prolific but short-lived wells complement the
long-lived reserves of the AWP Olmos Field. The application of advanced
technologies and achievement of operating efficiencies have enabled the Company
to reduce costs and enhance reserves recoveries in these areas.
The Company's principal executive offices are located at 16825
Northchase Drive, Suite 400, Houston, Texas 77060. The Company's telephone
number is (713) 874-2700.
<PAGE>
RISK FACTORS
In addition to the other information contained in this Prospectus, the
following factors should be considered carefully in evaluating an investment in
the Common Stock offered hereby.
Volatility of Oil and Gas Prices and Markets
The Company's profitability is substantially dependent on prevailing
prices for natural gas and oil. The amounts of and price obtainable for the
Company's oil and gas production will be affected by market factors beyond the
Company's control. 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
or the imposition of new governmental requirements upon the oil and gas
industry. Prices for oil and gas are subject to wide fluctuation in response to
relatively minor changes in supply of and demand for oil and gas, market
uncertainty and a variety of additional factors that are beyond the control of
the Company. In addition, the marketability of the Company's production depends
in part upon the availability, proximity and capacity of gathering systems,
pipelines and processing facilities. A substantial and prolonged decline in oil
and gas prices could have a material adverse effect upon the Company.
The Company currently emphasizes the exploration and development of
natural gas reserves. As a result of changes in recent years in the natural gas
market regulatory structure and volatility in the market price for natural gas,
most producers and purchasers are unwilling to enter into long-term purchase and
sale contracts. Accordingly, most of the Company's gas production is sold on the
so-called "spot market," where producers and purchasers negotiate sales on a
short-term (usually a 30-day) basis. Accordingly, the stability of the Company's
future revenues is vulnerable to short-term fluctuations in the price of natural
gas. See "--Effect of Price Risk Hedging."
Future Capital Requirements
The Company will require substantial additional capital to further and
explore its properties and to acquire additional properties. These expenditures
are currently anticipated to be $65 million for the year ending December 31,
1996, a substantial portion of which has been spent to date. Cash flows from
operations, to the extent available, will be used to fund these expenditures.
The Company intends to seek additional capital from traditional reserve base
borrowings, equity and debt offerings, joint ventures, and, to a lesser degree,
investment limited partnerships. Furthermore, the Company may seek to raise
capital through production payment financing and vendor financing. The Company's
ability to access additional capital will depend on its continued success in
exploring for and developing its reserves and the status of the capital markets
at the time such capital is sought. Accordingly, there can be no assurance that
capital will be available to the Company from any source or that, if available,
it will be on terms acceptable to the Company. Should sufficient capital not be
available, the development and exploration of the Company's properties could be
delayed and, accordingly, the implementation of the Company's business strategy
would be adversely affected.
Uncertainty of Estimates of Reserves and Future Net Revenues
Estimates of the Company's proved developed oil and gas reserves and
future net revenues therefrom appearing elsewhere herein are based on reserve
reports audited by independent petroleum engineers. The estimation of reserves
requires substantial judgment on the part of the petroleum engineers, resulting
<PAGE>
in imprecise determinations, particularly with respect to new discoveries.
Estimates of proved undeveloped reserves, which comprise a portion of the
Company's reserves, are by their nature less certain. The accuracy of any
reserve estimate depends on the quality of available data as well as engineering
and geological interpretation and judgment. Actual future production, oil and
gas prices, revenues, taxes, capital expenditures operating expenses, geologic
success, and quantities of recoverable oil and gas resources may vary
substantially from those assumed in the estimates, may result in revisions to
such estimates and could materially affect the estimated quantities and related
PV-10 Value of the Company's reserves. The estimates of future net revenues
reflect oil and gas prices as of the date of estimation, without escalation,
except where changes in prices were fixed under existing contracts. There can be
no assurance, however, that such prices will be realized or that the estimated
production volumes will be produced during the periods indicated. Future
performance that deviates significantly from the reserve reports could have a
material adverse effect on the Company. See "Business and Properties--Properties
and--Oil and Gas Reserves."
Risks of Purchasing Interests in Producing Properties
Although the Company has recently shifted its emphasis to reserve
growth through drilling, it expects to continue to make acquisitions of
producing properties from time to time. The Company generally focuses most of
its title and valuation efforts on the more significant properties. It is
generally not feasible for the Company to review in depth every property it
purchases and all records with respect to such properties. However, even an in
depth review of properties and records may not necessarily reveal existing or
potential problems, nor will it permit a buyer to become familiar enough with
the properties to assess fully their deficiencies and capabilities. Evaluation
of future recoverable reserves of oil, gas and natural gas liquids, which is an
integral part of the property selection process, is a process that depends upon
evaluation of existing geological, engineering and production data, some or all
of which may prove to be unreliable or not indicative of future performance. See
"--Uncertainty of Estimates of Reserves and Future Net Revenues." To the extent
the seller does not operate the properties, obtaining access to properties and
records may be more difficult. Even when problems are identified, the seller may
not be willing or financially able to give contractual protection against such
problems, and the Company may decide to assume environmental and other
liabilities in connection with acquired properties.
Exploration and Development Risks
Exploration and development of oil and gas resources involve a high
degree of risk that no commercial production will be obtained or that the
production will be insufficient to recover drilling and completion costs. The
cost of drilling, completing and operating wells is often uncertain. The
Company's drilling operations may be curtailed, delayed or canceled as a result
of numerous factors, including title problems, weather conditions, compliance
with governmental requirements and shortage or delays in the delivery of
equipment. Furthermore, completion of a well does not assure a profit on the
investment or a recovery of drilling, completion and operating costs.
Operating Hazards and Uninsured Risks
In addition to the substantial risk that wells drilled will not be
productive, hazards such as unusual or unexpected geologic formations,
pressures, downhole fires, mechanical failures, blowouts, cratering, explosions,
uncontrollable flows of oil, gas or well fluids, pollution and other
environmental risks are inherent in oil and gas exploration and production.
These hazards could result in substantial losses to the Company due to injury
and loss of life, severe damage to and destruction of property and equipment,
pollution and other environmental damage and suspension of operations. The
Company carries insurance which it believes is in accordance with customary
industry practices, but, as is common in the oil and gas industry, the Company
<PAGE>
does not fully insure against all risks associated with its business either
because such insurance is not available or because the costs thereof is
considered prohibitive.
Replacement of Reserves
The Company's success will be largely dependent on its ability to
replace and expand its oil and gas reserves through the acquisition of producing
properties and the exploration for and development of oil and gas reserves, both
of which involve substantial risks. Without successful acquisition or drilling
ventures, the Company will be unable to replace reserves being depleted by
production, and its assets and revenues including the reserves will decline.
There can be no assurance that the Company's acquisition and exploration and
development activities will result in the replacement of, or additions to, the
Company's reserves. Successful acquisition of producing properties generally
requires accurate assessments of recoverable reserves, future oil and gas prices
and operating costs, potential environmental and other liabilities and other
factors. Such assessments are necessarily inexact, and as estimates their
accuracy is inherently uncertain.
The estimates of future net revenues and their present values assume
that some portion of the limited partnerships in which the Company owns
interests will achieve payout status. At payout, the Company's percentage
ownership of the limited partnerships' reserves increases. Achievement of payout
status is largely dependent on the market prices of oil and natural gas. See
"--Volatility of Oil and Gas Prices and Markets."
Effect of Price Risk Hedging
To the extent that price floors or caps are purchased for a portion of
the Company's production but are not needed, or to the extent that future sales
are made at prices below ultimate future market prices, funds so spent will have
been lost or income realized from sale of production may be reduced. Therefore,
the Company intends to expend only limited amounts to hedge pricing risks.
Foreign Activities
The Company has recently entered into an agreement to develop and
produce reserves in two fields in Western Siberia. The Company will receive a
minimum 5% net profits interest in return for a capital expenditure to date of
approximately $8.8 million. This region has experienced and continues to
experience social, political and economic instability. Additionally, Swift is
pursuing opportunities in Venezuela. There can be no assurance that future
developments in these regions, over which the Company has no control, will not
impair the Company's operations in these regions, or result in a loss of all of
the Company's investment.
Effects of Governmental Regulation
The Company's operations are affected by extensive regulation pursuant
to various federal, state and local laws and regulations relating to the
exploration for and development, production, gathering and marketing of oil and
gas. Operations of the Company are also subject to numerous laws and regulations
governing the discharge of materials into the environment or otherwise relating
to environmental protection. Although the Company believes that it is in
material compliance with all such laws and regulations, there is no assurance
that new laws or regulations or new interpretations of existing laws and
regulations will not increase substantially the cost of compliance or otherwise
adversely affect the Company's exploration for and development, production,
gathering and marketing of oil and gas.
<PAGE>
Dependence on Key Personnel
The Company depends, and will continue to depend in the foreseeable
future, on the services of certain of its officers and key employees with
extensive experience and expertise in evaluating and analyzing producing oil and
gas properties and drilling prospects, maximizing production from oil and gas
and marketing oil and gas production. The ability of the Company to retain its
officers and key employees is important to the continued success and growth of
the Company. The loss of key personnel could have a material adverse effect on
the Company.
Liability as General Partner; Conflicts of Interest
The Company serves as the managing general partner of 102 limited
partnerships, which have invested over $460.0 million in oil and gas activities.
Although these limited partnerships had less than $2.5 million of indebtedness
at March 31, 1996, the Company remains contingently liable for their obligations
as general partner, including responsibility for their day-to-day operations,
and liabilities which cannot be repaid from partnership assets or insurance
proceeds. In the future, the Company might be exposed to litigation in
connection with partnership activities, or find it necessary to advance funds on
behalf of certain partnerships to protect the value of their oil and gas assets.
Conversely, Swift might be prohibited from acquiring certain property interests
if to do so would conflict with the interests of limited partnerships which it
manages.
SELLING SHAREHOLDERS
The following table sets forth information, as of September 26, 1996,
regarding the Selling Shareholders, their recent relationships with the Company
and its affiliates, their ownership of Common Stock before and after this
offering, and the number of Shares to be offered for the account of each.
<TABLE>
<CAPTION>
Material Number of Shares to
relationships with Amount of be offered for Amount of
Company or Common Stock Selling Common Stock
affiliates since owned at Shareholder's owned at
Selling Shareholder September 1993 September 26, 1996 Account offering(1) (2) (3)
------------------- ---------------- ------------------- --------- --------------------
<S> <C> <C> <C> <C>
James A Sheperdson January - May 1994 52,507(4) 13,044 30,507
------------------
Director of Swift
Energy Marketing
Company, a wholly
owned subsidiary of
the Company
Vincent J. McGuinness None 176,428(5) 41,250 135,178
Eric Retzlaff None 5,500(6) 3,261 0
Swift Energy Company None 25,000(7) 25,000 0
Employee Stock
Ownership Trust
</TABLE>
(1) Includes Common Stock issuable to Selling Shareholders within 60 days
after September 1, 1996 by exercise of options or otherwise. Does not
include shares that become issuable by exercise of options after such
period.
(2) Assumes that all Shares are sold pursuant to this offering and that no
additional Common Stock is sold or acquired by Selling Shareholders.
(3) In each case, represents less than 1% of issued and outstanding Common
Stock.
<PAGE>
(4) Includes options to acquire 22,000 Shares of Common Stock. In September
1996, Mr. Sheperdson received 13,044 Shares of Common Stock upon a
cashless exercise of all of the options to acquire 22,000 Shares of
Common Stock.
(5) Includes options to acquire 41,250 Shares of Common Stock, which
options will be exercised prior to the effective date of this
Prospectus.
(6) Consists of options to acquire 5,500 Shares of Common Stock. In
September 1996, Mr. Retzlaff received 3,261 Shares of Common Stock upon
a cashless exercise of all of the options to acquire 5,500 Shares of
Common Stock.
(7) In September 1996, the Swift Energy Company Employee Stock Ownership
Trust (the "Trust"), established in conjunction with the Swift Energy
Company Employee Stock Ownership Plan (the "Plan"), acquired, and it
currently owns, 25,000 Shares of Common Stock. The Common Stock owned
by the Plan is being registered hereunder in the event that sale of a
portion of the Shares owned by the Trust is necessary under the
circumstances below. The Trust provides that all of the assets of the
Plan should normally be invested in Common Stock. The Trustee has the
right to sell the Common Stock to distribute cash benefits to eligible
Plan participants or beneficiaries to the extent that those individuals
elect to receive a distribution of vested benefits from the Plan in
cash. The Plan provides for vesting of benefits at the end of a five
year period. The Trustee can also temporarily invest all of the Plan's
assets in other than Common Stock upon direction of the Plan's
committee. The Trustee also has the power to sell the Common Stock to
the extent required by section 404 of the Employee Retirement Income
Security Act of 1974, as amended.
PLAN OF DISTRIBUTION
The Company has been advised by the Selling Shareholders that all or a
portion of the Shares may be sold from time to time (i) on the Exchanges at
prevailing market prices, (ii) otherwise than on the Exchanges at prevailing
market prices or negotiated prices, or (iii) by a combination of the foregoing
methods of sale. The Company will receive no portion of the proceeds of any
sales of Shares by the Selling Shareholders, but will bear all expenses of
registering the Shares under the Securities Act of 1933, as amended, except as
provided below.
No underwriter has been engaged to participate in the offering of the
Shares. The Selling Shareholders will bear all commissions and other fees
payable to brokers and dealers and all taxes payable in connection with sales of
the Shares. The Selling Shareholders have indicated that commissions and fees
payable to brokers and dealers in connection with sales of the Shares will not
exceed the usual and customary amounts. The Selling Shareholders additionally
have indicated that at the date hereof they had not identified particular
brokers or dealers who will sell the Shares, nor entered into any agreements,
arrangements or understandings with brokers or dealers pertaining to the sale of
the Shares.
LEGAL MATTERS
The validity of the Shares offered hereby will be passed upon for the
Company by Jenkens & Gilchrist, A Professional Corporation, Houston, Texas.
EXPERTS
The consolidated financial statements included in the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1995, which are
incorporated by reference in this Prospectus, to the extent and for the periods
indicated in their report, have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their report with respect thereto, and are
incorporated by reference herein in reliance upon the authority of said firm as
experts in giving said reports. Reference is made to said report, which includes
an explanatory paragraph with respect to the change in the method of accounting
for earned interests in 1994 as discussed in Note 2 to the consolidated
financial statements.
<PAGE>
No dealer, salesman, or other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus and, if given or made, such information or representations must not
be relied upon as having been authorized by the Company or the Selling
Shareholders. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any securities other than the Shares nor does it
constitute an offer or solicitation by anyone in any jurisdiction in which such
offer or solicitation would be unlawful or to any person to whom it is unlawful
to make such offer or solicitation. Neither the delivery of this Prospectus nor
any offer or sale made hereunder at any time shall imply that information herein
is correct as of any time subsequent to the date hereof.
---------------
TABLE OF CONTENTS
Available Information..........................................................3
Incorporation of Certain Documents
by Reference ...............................................................3
The Company ...................................................................4
Risk Factors ..................................................................5
Selling Shareholders ..........................................................8
Plan of Distribution ..........................................................9
Legal Matters .................................................................9
Experts .......................................................................9
---------------
<PAGE>
82,555 Shares
SWIFT ENERGY COMPANY
Common Stock
----------------
PROSPECTUS
----------------
_____________, 1996
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The estimated expenses in connection with the issuance and distribution
of the securities being registered, all of which will be borne by the Company,
are set forth in the following itemized table:
SEC Registration Fee.......................................$ 644.00
Transfer Agent's Fees...................................... 500.00
Blue Sky Fees and Expenses................................. 3,000.00
Accounting Fees............................................ 1,000.00
Legal Fees................................................. 5,000.00
Miscellaneous.............................................. 856.00
------------
Total.............................................$ 11,000.00
============
Item 15. Indemnification of Directors and Officers
Article 2.02-1 of the Texas Business Corporation Act provides that a
corporation may indemnify its officers, directors, employees and agents for
expenses and costs incurred in certain proceedings arising out of actions taken
in their official capacity only if such persons were acting in good faith and in
a manner reasonably believed to be in or not opposed to the best interests of
the corporation, except in relation to matters in which they have been found
liable (i) to the corporation, or (ii) on the basis that personal benefit was
improperly received regardless of whether or not the benefit resulted from
action taken in their official capacity. In the case of any criminal proceeding,
such persons must also have had no reasonable cause to believe such conduct was
unlawful. Article 2.02-1 further provides that a corporation shall indemnify its
officers and directors against reasonable expenses incurred in connection with
proceedings arising out of actions taken in their official capacity in which
such persons have been wholly successful, on the merits or otherwise, in the
defense of such actions. The bylaws of the Company, as amended, provide for
indemnification in favor of the Company's directors, officers, and employees to
the fullest extent permitted by Article 2.02-1. Additionally, the Company
amended its Articles of Incorporation, with shareholder approval, to confirm
that the Company has the power to indemnify certain persons in such
circumstances as are provided in its bylaws. The amendment further enables the
Company to enter into additional insurance and indemnity arrangements at the
discretion of the board of directors. The Company has entered into
Indemnification Agreements with each of its officers and directors, the form of
which was approved by the shareholders of the Company, that essentially
indemnify such individuals to the fullest extent permitted by law.
Article 7.06 of the Texas Miscellaneous Corporation Laws Act provides
that a corporation's articles of incorporation may provide for the elimination
or limitation of a director's liability. The Company's Articles of Incorporation
to eliminate the liability of directors to the corporation or its shareholders
for monetary damages for an act or omission in his capacity as a director, with
certain specified exceptions to the Company and its shareholders to the fullest
extent permitted by Article 7.06 of the Texas Miscellaneous Corporation Laws
Act.
The Company maintains insurance, the general effect of which is to
provide coverage for the Company with respect to amounts that it is required to
pay officers and directors under the indemnity provisions described above and
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coverage for officers and directors against certain liabilities, including
certain liabilities under the federal securities law.
Item 16. Exhibits.
4 Specimen share certificates (incorporated by reference to the
Company's Registration Statement No. 33-30854 on Form S-1
filed on September 1, 1989)
5 Opinion of Jenkens & Gilchrist, a Professional Corporation,
regarding legality
24(a) Consent of Jenkens & Gilchrist, a Professional Corporation
(contained in its opinion filed as Exhibit 5)
24(b) Consent of Arthur Andersen LLP (contained in Part II of this
Registration Statement)
25 Power of Attorney (included on the signature pages hereof)
Item 17. Undertakings.
A. The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales
are being made, a post-effective amendment to this
Registration Statement to include any material
information with respect to the plan of distribution
not previously disclosed in the Registration
Statement or any material change to such information
in the Registration Statement;
(2) that, for the purpose of determining any liability
under the Securities Act of 1933 (the "1933 Act"),
each such post-effective amendment shall be deemed to
be a new Registration Statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the
initial bona fide offering thereof; and
(3) to remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
B. The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each
filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934
(the "1934 Act") (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section
15(d) of the 1934 Act) that is incorporated by reference in
the Registration Statement shall be deemed to be a new
Registration Statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
1933 Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the
provisions described under Item 15 above, or otherwise, the
registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in the 1933 Act and is,
therefore, unenforceable. In the event that a claim
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<PAGE>
for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the 1933 Act and will be governed by the final adjudication of
such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on September 25, 1996.
SWIFT ENERGY COMPANY
By: /s/ A. Earl Swift
---------------------------
A. Earl Swift, Chairman of
the Board, President and
Chief Executive Officer,
Swift Energy Company
Each person whose signature appears below hereby constitutes and
appoints A. Earl Swift and John R. Alden, and each of them, each with full power
to act without the other, his true and lawful attorneys-in-fact and agents, each
with full power of substitution and resubstitution for him and in his name,
place and stead, in any and all capacities, to sign any or all amendments to
this Registration Statement (including post-effective amendments), and to file
the same with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto each of said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person hereby
ratifying and confirming that each of said attorneys-in-fact and agents or his
substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below in multiple counterparts with
the effect of one original by the following persons in the capacities and on the
dates indicated.
Signature Title Date
- ------------------------ -------------------------------- ------------------
/s/ A. Earl Swift Chairman of the Board, President September 25, 1996
- ------------------------ and Chief Executive Officer,
A. Earl Swift Swift Energy Company
/s/ John R. Alden Senior Vice President--Finance, September 25, 1996
- ------------------------ Chief Financial Officer, Swift
John R. Alden Energy Company
/s/ Alton D. Heckaman, Jr. Assistant Vice President-- September 25, 1996
- -------------------------- Finance and Controller,
Alton D. Heckaman, Jr. Principal Accounting Officer,
Swift Energy Company
/s/ Virgil N. Swift Director, Executive Vice September 25, 1996
- -------------------------- President and Chief Operating
Virgil N. Swift Officer, Swift Energy Company
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<PAGE>
Signature Title Date
- ------------------------ -------------------------------- ------------------
/s/ G. Robert Evans Director, Swift Energy Company September 25, 1996
- --------------------------
G. Robert Evans
/s/ Raymond O. Loen Director, Swift Energy Company September 25, 1996
- --------------------------
Raymond O. Loen
/s/ Clyde W. Smith, Jr. Director, Swift Energy Company September 25, 1996
- --------------------------
Clyde W. Smith, Jr.
/s/ Henry C. Montgomery Director, Swift Energy Company September 25, 1996
- --------------------------
Henry C. Montgomery
/s/ Harold J. Withrow Director, Swift Energy Company September 25, 1996
- --------------------------
Harold J. Withrow
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<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
February 19, 1996 included in Swift Energy Company's Form 10-K for the year
ended December 31, 1995 and to all references to our Firm included in this
registration statement.
ARTHUR ANDERSEN LLP
Houston, Texas
September 27, 1996
II-6
JENKENS & GILCHRIST
A Professional Corporation
1100 Louisiana, Suite 1800
Houston, Texas 77002
(713) 951-3300
Telecopier (713) 951-3314
DONALD W. BRODSKY
(713) 951-3341
September 27, 1996
Swift Energy Company
16825 Northchase Drive
Suite 400
Houston, Texas 77060
Re: Form S-3 Registration Statement of Swift Energy Company
Ladies and Gentlemen:
Swift Energy Company, a Texas corporation (the "Company"), today is
filing with the Securities and Exchange Commission a Registration Statement on
Form S-3 (the "Registration Statement") under the Securities Act of 1933, as
amended (the "Act"). Such Registration Statement relates to the sale by three
individuals and one trust (the "Selling Shareholders") of an aggregate of 82,555
shares of common stock, par value $.01 per share (the "Shares"). We have acted
as counsel to the Company in connection with the preparation and filing of the
Registration Statement.
In connection therewith, we have examined (i) the Articles of
Incorporation and the Bylaws of the Company, in each case as amended to date;
(ii) copies of resolutions of the Board of Directors of the Company authorizing
the issuance of the Shares and related matters; (iii) the Registration
Statement, and all exhibits thereto; and (iv) such other documents and
instruments as we have deemed necessary for the expression of opinions herein
contained. In making the foregoing examinations, we have assumed the genuineness
of all signatures and the authenticity of all documents submitted to us as
originals, and the conformity to original photostatic copies. As to various
questions of fact material to this opinion, we have relied, to the extent we
deem reasonably appropriate, upon representations or certificates of the Selling
Shareholders and upon documents, records and instruments furnished to us by the
Company, without independent check or verification of their accuracy.
Based upon the foregoing examination, we are of the opinion that the
Shares to be sold by the Selling Shareholders in the offering, as described in
the Registration Statement, have been duly issued or authorized for issuance
and, as to those shares to be issued upon exercise of options as detailed in the
Registration Statement, when such shares are issued and delivered by the Company
to the Selling Shareholders in the manner and for the consideration stated in
the Prospectus constituting a part of the Registration Statement, either are or
will be validly issued, fully paid and nonassessable.
<PAGE>
September 27, 1996
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the Prospectus forming a part of the Registration Statement.
Respectfully submitted,
JENKENS & GILCHRIST, P.C.
By: /s/ Donald W. Brodsky
------------------------------
Donald W. Brodsky
Authorized Signatory
DWB/kaa
<PAGE>
