SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
Rule 13e-3 Transaction Statement
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
Swift Energy Managed Pension Assets Partnership 1991-A, Ltd.
(Name of the Issuer)
Swift Energy Company
(Name of Person(s) Filing Statement)
Limited Partnership Units
(Title of Class of Securities)
(CUSIP Number of Class of Securities)
Mr. Bruce H. Vincent
16825 Northchase Drive, Suite 400
Houston, Texas 77060
(281) 874-2700
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Persons Filing Statement)
Copy to:
Donald W. Brodsky, Esq.
Jenkens & Gilchrist
A Professional Corporation
1100 Louisiana, Suite 1800
Houston, Texas 77002
(713) 951-3300
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This statement is filed in connection with (check the
appropriate box):
(a) The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under
the Securities Exchange Act of 1934.
(b) The filing of a registration statement under the Securities Act of
1933. (c) A tender offer.
(d) None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies. [ ]
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Calculation of Filing Fee:
- --------------------------------------------------------------------------------
Transaction Valuation* Amount of Filing Fee**
- --------------------------------------------------------------------------------
$112,000 $22.44
- --------------------------------------------------------------------------------
* For purposes of calculating the fee only. The filing fee was calculated
pursuant to Rule 14a-6(i)(2) and Rule 0-11 of the Securities Exchange
Act of 1934, is based on the 14,489.86 outstanding limited partnership
units multiplied by the estimated liquidating distribution (based on
estimated value of underlying assets) of $7.74 per unit.
** 1/50th of one percent of the estimated aggregate value of the
partnership assets.
|X| Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $22.44
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Form or Registration No.: Schedule 14A
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Filing Party: Swift Energy Company, Inc.
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Date Filed: May 27, 1997
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Cross-Reference Sheet
Item in Location of item(s) in
Schedule 13E-3 Proxy Statement
"Summary"
1(b) "Voting on the Proposal--Vote Required"
1(c) "Business of the Partnership--No Trading Market"
1(d) "The Proposal--Partnership Financial Performance and
Condition"
1(e) *
1(f) **
2(a)-(g) **
3(a)-(b) "The Proposal--Partnership Financial
Performance and Condition" and "The
Business of the Partnership--Transactions
Between the Managing General Partner and the
Partnership"
4(a) "Special Factors" and "The Proposal" 4(b)* 5(a)-(g)
"The Proposal", "Special Factors" and "Federal Income
Tax Consequences--Liquidation of the Partnership"
6(a) "Special Factors" and "The Proposal"
6(b) "Voting on the Proposal--Solicitation"
6(c) *
6(d) *
7(a) "Special Factors," and "--Possible Sale
of AWP Olmos Field Property Interest to
the Managing General Partner"
7(b) "Special Factors," and "-Fairness of Proposed AWP Sale"
7(c) "Special Factors--AWP Olmos Field Sale" and "--Fairness
of Proposed AWP Sale"
7(d) "Special Factors", "The Proposal,"
"--Estimates of Liquidating
Distribution Amount," and "--Fairness
of the Proposal; Comparison of Sale
Versus Continuing Operations"
8(a)-(b) "Special Factors--Fairness of Proposed
AWP Sale" and "The Proposal--Reasons
for the Proposal"
8(c) "Special Factors--Fairness of the Proposed AWP Sale"
and "Voting on the Proposal--Vote Required"
8(d) "Special Factors--Fairness of the Proposed AWP Sale"
8(e) "Special Factors--Fairness of the Proposed AWP Sale"
8(f) *
9(a)-(b) "Special Factors--Fair Market Value Opinion of J. R.
Butler and Company Regarding AWP Olmos Field Property
Interest"
9(c) **
10(a) "Voting on the Proposal--Vote Required"
10(b) *
11 *
12(a) "Voting on the Proposal--Vote Required" and "The
Proposal--Recommendation of the Managing General
Partner"
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Cross-Reference Sheet
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Item in Location of item(s) in
Schedule 13E-3 Proxy Statement
12(b) "The Proposal--Recommendation of the Managing General
Partner"
13(a) "Voting on the Proposal--No Appraisal or Dissenters'
Rights Provided"
13(b)-(c) *
14(a) **
14(b) *
15(a) "Voting on the Proposal--Solicitation"
15(b) **
16 *
17(a) *
17(b) **
17(c) *
17(d) *
17(e) *
17(f) *
* The Item is not applicable or the answer thereto is in the negative.
** The Item is not required by Schedule 14A of the Exchange Act and,
therefore, is not included in the Proxy Statement.
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This Rule 13E-3 Transaction Statement (the "Schedule 13E-3") is being
filed by Swift Energy Company, a Texas corporation ("Swift" or the "Managing
General Partner"), pursuant to Section 13(e) of the Securities and Exchange Act
of 1934, as amended (the "Exchange Act"), and Rule 13e-3 thereunder in
connection with the solicitation by the Managing General Partner of proxies from
the limited partners of Swift Energy Managed Pension Assets Partnership 1991-A,
Ltd. (the "Partnership"). The purpose of the proxy solicitation is to obtain the
approval of the limited partners of the Partnership to sell all of its assets
and liquidate the Partnership. The Managing General Partner may purchase some of
the Property Interests of the Partnership at auction if the minimum price set by
an independent appraisal is not bid by a third party at the auction. The
Partnership filed a preliminary proxy statement (the "Proxy Statement") on
Schedule 14A with the Securities and Exchange Commission ("SEC") in accordance
with Regulation 14A on May 27, 1997 and Amendment No. 1 to the Proxy Statement
on July 31, 1997, Amendment No. 2 to the Proxy Statement on August 14, 1997 and
Amendment No. 3 to the Proxy Statement on August 21, 1997. The preceding
cross-reference sheet, prepared pursuant to General Instruction F to Schedule
13E-3 shows the location in the Proxy Statement of the information required to
be included in response to the items of Schedule 13E-3. The information
contained in the Proxy Statement, including all exhibits thereto, is expressly
and hereby incorporated herein by reference and the responses to each item are
qualified in their entirety by reference to the information contained in the
Proxy Statement and the exhibits thereto. The Partnership anticipates filing a
definitive Proxy Statement with the SEC contemporaneously with the filing of
this Schedule 13E-3 in final form.
The filing of this Schedule 13E-3 shall not be deemed an admission that
Section 13(e) of the Exchange Act or Rule 13e-3 thereunder are applicable to the
solicitation that is the subject of the Proxy Statement. Each of the Partnership
and the Managing General Partner expressly disclaim that the sale of the assets
and the subsequent liquidation of the Partnership under the terms and conditions
set forth in the Proxy Statement constitutes a "sale of substantially all of the
assets of an issuer to its affiliate or group of affiliates" within the meaning
of Rule 13e-3.
ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
(a) The information set forth under the caption "Summary" in the Proxy
Statement is incorporated by reference.
(b) The information set forth
under the caption "Voting on the Proposal--Vote Required" in the
Proxy Statement
is incorporated herein by reference.
(c) The information set forth under the caption "Business of the
Partnership--No Trading Market" in the Proxy Statement is
incorporated herein by reference.
(d) The information set forth under the caption "The
Proposal--Partnership Financial Performance and Condition" in the
Proxy Statement is incorporated herein by reference.
(e) Not applicable.
(f) During the Partnership's fiscal years 1995 and 1996, the Managing
General Partner has purchased the following limited partnership
units ("Units") pursuant to the right of presentment of the
limited partners set forth in Article XVIII of the Partnership's
original Limited Partnership Agreement dated March 31, 1991. No
executive officer or director of the Managing General Partner and
no person controlling the Managing General Partner has purchased
any Units during the periods indicated.
Quarter Ending # of Units Total Purchase Price Average Price of Unit
-------------- ---------- -------------------- ---------------------
March 31, 1995 0 0 0
June 30, 1995 0 0 0
September 30, 1995 0 0 0
December 31, 1995 0 0 0
March 31, 1996 0 0 0
June 30, 1996 0 0 0
September 30, 1996 135 $1,947.47 $14.43
December 31, 1996 40 $ 580.23 $14.51
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ITEM 2. IDENTITY AND BACKGROUND.
(a)-(g) This statement is being filed by Swift Energy Company, Inc., a
Texas corporation, the Managing General Partner of the
Partnership. Swift is engaged in the exploration, development,
acquisition and production of oil and gas properties. Swift's
principal executives offices are located at 16825 Northchase
Drive, Suite 400, Houston, Texas 77060. None of the executive
officers or directors of the Managing General Partner have,
during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors) or a party to a civil proceeding which resulted
in a judgment, decree or final order enjoining further
violations of, or prohibiting activities subject to, federal
or state securities laws or finding any violation of such
laws.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
(a)-(b) The information set forth under the captions "The
Proposal--Partnership Financial Performance and Condition" and
"The Business of the Partnership--Transactions Between the
Managing General Partner and the Partnership" is incorporated
herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a) The information set forth under the captions "Special Factors"
and "The Proposal" is incorporated herein by reference.
(b) Not applicable.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
(a)-(g) The information set forth under the captions "The Proposal"
"Special Factors" and "Federal Income Tax
Consequences--Liquidation of the Partnership" is incorporated
herein by reference. If limited partners approve the proposal
contained in the proxy statement and the Partnership is
liquidated, as a result of the liquidation of the Partnership,
the Partnership's duty to file reports pursuant to Section
15(d) of the Exchange Act will be suspended.
ITEM 6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The information set forth under the captions "Special Factors"
and "The Proposal" is incorporated herein by reference.
(b) The information set forth under the caption "Voting on the
Proposal--Solicitation" is incorporated herein by reference.
(c) Not applicable.
(d) Not applicable.
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
(a) The information set forth under the caption "Special Factors,"
particularly subcaption "--Possible Sale of AWP Olmos Field
Property Interest to the Managing General Partner" is
incorporated herein by reference.
(b) The information set forth under the caption "Special Factors,"
particularly the subcaption "--Fairness of Proposed AWP Sale"
is incorporated herein by reference.
(c) The information set forth under the captions "Special
Factors--AWP Olmos Field Sale" and "--Fairness of Proposed AWP
Sale" is incorporated herein by reference.
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(d) The information set forth under the captions "Special Factors"
and "The Proposal," particularly subcaptions "--Estimates of
Liquidating Distribution Amount," and "--Fairness of the
Proposal; Comparison of Sale Versus Continuing Operations" is
incorporated herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a)-(b) The information set forth under the captions "Special
Factors--Fairness of Proposed AWP Sale" and "The
Proposal--Reasons for the Proposal" is incorporated herein by
reference. No director of the Managing General Partner
dissented to or abstained from voting on any approval of the
action of the Managing General Partner in connection with the
matters covered in this Schedule 13e-3.
(c) The information set forth under the captions "Special
Factors--Fairness of the Proposed AWP Sale" and "Voting on the
Proposal--Vote Required" is incorporated herein by reference.
(d) The information set forth under the caption "Special
Factors--Fairness of the Proposed AWP Sale" is incorporated
herein by reference.
(e) The actions taken by the Managing General Partner, acting in
that capacity, in connection with the transactions covered by
this Schedule 13E-3 have been approved by the Managing General
Partner's board of directors. A majority of the nonemployee
directors of the Managing General Partner voted in favor of
such actions. The information set forth under the caption
"Special Factors--Fairness of the Proposed AWP Sale" is
incorporated herein by reference.
(f) Not applicable.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
(a)-(b) The information set forth under the caption "Special
Factors--Fair Market Value Opinion of J. R. Butler & Company
Regarding AWP Olmos Field Property Interest" and the report of
J. R. Butler & Company attached hereto as Exhibit 17(b) are
incorporated herein by reference.
(c) A copy of the fair market value opinion of J. R. Butler &
Company with respect to the Partnership's properties in the
AWP Olmos Field will be delivered to each limited partner with
the Proxy Statement.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
(a) The information set forth under the caption "Voting on the
Proposal--Vote Required" in the Proxy Statement is
incorporated herein by reference.
(b) Not applicable.
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE
ISSUER'S SECURITIES.
Not applicable.
ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH
REGARD TO THE TRANSACTION.
(a) The information set forth under the captions "Voting on the
Proposal--Vote Required" and "The Proposal--Recommendation of
the Managing General Partner" is incorporated herein by
reference.
(b) The information contained under the caption "The
Proposal--Recommendation of the Managing General Partner" is
incorporated herein by reference.
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ITEM 13. OTHER PROVISIONS OF THE TRANSACTION.
(a) The information set forth under the caption "Voting on the
Proposal--No Appraisal or Dissenters' Rights Provided" is
incorporated herein by reference.
(b)-(c) Not applicable.
ITEM 14. FINANCIAL INFORMATION.
(a) The financial information required by this item is
incorporated herein by reference to the following documents
which have been filed by the Partnership under the Exchange
Act: the Partnership's Annual Report on Form 10-K for the year
ended December 31, 1996 and the Partnership's quarterly report
on Form 10-Q for the quarter ended June 30, 1997, both of
which will be delivered to the limited partners with the Proxy
Statement.
(b) Not applicable.
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.
(a) Certain directors, officers and employees of the Managing
General Partner, not especially employed for this purpose, may
solicit proxies relating to the proposed dissolution and
liquidation of the Partnership, without additional
remuneration therefor, by mail, telephone, telegraph or
personal interview. The estimated costs to be incurred by the
Partnership in connection with the proposed dissolution and
liquidation are described in the response to Item 6(b) above.
The information set forth under the caption "Voting on the
Proposal--Solicitation" is incorporated herein by reference.
(b) No person other than those described in the response to Item
15(a) has been or will be retained or compensated to make
solicitations or recommendations in connection with the
proposed dissolution and liquidation.
ITEM 16. ADDITIONAL INFORMATION.
Not applicable.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
(a) Not applicable.
(b) The Fair Market Value Opinion by J. R. Butler & Company is
incorporated herein by reference to the Proxy Statement filed
by the Partnership on May 27, 1997.
(c) Not applicable.
(d) Amendment No. 4 to the Proxy Statement filed by the
Partnership concurrently with this Schedule 13E-3 is
incorporated herein by reference.
(e) Not applicable.
(f) Not applicable.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: September 19,1997 SWIFT ENERGY MANAGED PENSION ASSETS
PARTNERSHIP
1991-A, LTD.
SWIFT ENERGY COMPANY
as Managing General Partner of
Swift Energy Managed Pension Assets
Partnership 1991-A, Ltd.
/S/ Bruce H. Vincent
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Bruce H. Vincent
Senior Vice President
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