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
-------------
(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
---------------------
This statement is filed in connection with (check the appropriate box):
[X] (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. [X]
Calculation of Filing Fee:
Transaction Valuation* Amount of Filing Fee**
- ---------------------- ----------------------
$112,000 $22.44
CORPHOU:10078.1 14323-00070
1
<PAGE>
* 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
Form or Registration No.: Schedule 14A
Filing Party: Swift Energy Company, Inc.
Date Filed: May 27, 1997
CORPHOU:10078.1 14323-00070
2
<PAGE>
Cross-Reference Sheet
Item in Location of item(s) in
Schedule 13E-3 Proxy Statement
- ------------------------ ---------------------------------------
1(a) "Summary"
1(b) "Vote Required"
1(c) "No Trading Market"
1(d) "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) "Summary"; "Risk Factors"; and "The
Proposal"
4(b) *
5(a)-(g) "Summary"; "The Proposal"; and "Federal
Income
Tax"
6(a) "General Information"; "The
Proposal--Anticipated Impact of
Property Sales and Liquidation",
"--Estimates of Liquidating
Distribution Amount", "--Auction
Procedure", and "--Steps to Implement
the Proposal"
6(b) "General Information--Solicitations"
6(c) *
6(d) *
7(a) "The Proposal" and "--Reasons for
Proposal"
7(b) "The Proposal", "--Comparison of Sale
Versus
Continuing Operations", "--Reasons for
the Proposal", and "--Recommendation of
the Managing General Partner"
CORPHOU:10078.1 14323-00070
3
<PAGE>
Cross-Reference Sheet
Item in Location of item(s) in
Schedule 13E-3 Proxy Statement
- ------------------------ ---------------------------------------
7(c) "The Proposal", "--Partnership
Financial Performance and Condition",
"--Anticipated Impact of Property Sales
and Liquidation", "--Comparison of Sale
Versus Continuing Operations",
"--Reasons for the Proposal",
"--Simultaneous Proposal to Operating
Partnership", and "--Recommendations
of the Managing General Partner"
7(d) "The Proposal", "--Anticipated Impact
of Property Sales and Liquidation",
"--Estimates of Liquidating
Distribution Amounts", "--Comparison of
Sale Versus Continuing Operations",
"--Reasons for the Proposal", "--Steps
to Implement the Proposal", "--Impact
on the Managing General Partner"
"--Recommendation of the Managing
General Partner" and "Federal Income
Tax Consequences"
8(a)-(b) "Risk Factors"; "The Proposal--Partner-
ship Financial Performance and
Condition", "--Anticipated Impact of
Property Sales and Condition",
"--Comparison of Sale Versus Continuing
Operations", "--Reasons for the
Proposal", "--Fair Market Value Opinion
of J. R. Butler & Company", and
"--Recommendation of the Managing
General Partner"
8(c) "Summary" and "General Information--
Vote Required"
8(d) "Summary"; "The Proposal--The AWP Olmos
Field," " --Sale of Property Interest
in North Buck Draw Unit to Affiliated
Partnerships" and "--Fair Market Value
Opinion of J. R. Butler & Company"
8(e) **
8(f) *
9(a)-(b) "Summary"; "The Proposal--The AWP Olmos
Field," "--Sale of Property Interest in
North Buck Draw Unit to Affiliated
Partnerships" and "--Fair Market Value
Opinion of J. R. Butler & Company"
CORPHOU:10078.1 14323-00070
4
<PAGE>
Cross-Reference Sheet
Item in Location of item(s) in
Schedule 13E-3 Proxy Statement
- ------------------------ ---------------------------------------
9(c) **
10(a)-(b) *
11 *
12(a) "Summary"; "General Information--Vote
Required"and "The Proposal--
Recommendation of the Managing General
Partner"
12(b) "The Proposal--Recommendation of the
Managing General Partner"
13(a) "General Information--Dissenters'
Rights"
13(b)-(c) *
14(a) **
14(b) *
15(a) **
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.
CORPHOU:10078.1 14323-00070
5
<PAGE>
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. An
affiliated partnership also managed by the Managing General Partner may also
purchase some of the Property Interests of the Partnership for a price equal to
that offered on an unsolicited basis by the operator of the property involved.
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, and Amendment No. 2 to the Proxy Statement on August 14, 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 "Vote Required" in the
Proxy Statement is incorporated herein by reference.
(c) The information set forth under the caption "No Trading Market" in
the Proxy Statement is incorporated herein by reference.
(d) The information set forth under the caption "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.
CORPHOU:10078.1 14323-00070
6
<PAGE>
<TABLE>
<CAPTION>
Total Average
Quarter Ending # of Units Purchase Price Price of Unit
- ------------------- ---------- -------------- -------------
<S> <C> <C> <C>
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
</TABLE>
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 captions "The
Proposal--Partnership Financial Performance and Condition" and
"The Business of the Partnership--Transactions Between the
Managing General Partner and the Partnership" are incorporated
herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a) The information set forth under captions "Summary," "Risk
Factors" and "The Proposal" are incorporated herein by
reference.
(b) Not applicable.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
CORPHOU:10078.1 14323-00070
7
<PAGE>
(a)-(g) The information set forth under captions "Summary," "The
Proposal" and "Federal Income Tax Consequences--Liquidation of
the Partnership" are 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 captions "General
Information," "The Proposal--Anticipated Impact of Property
Sales and Liquidation," "--Estimates of Liquidating
Distribution Amount," "--Auction Procedure" and "--Steps to
Implement the Proposal" are incorporated herein by reference.
(b) The information set forth under caption "General
Information--Solicitations" 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 captions "The Proposal,"
particularly subcaption "--Reasons for the Proposal" are
incorporated herein by reference.
(b) The information set forth under captions "The Proposal,"
particularly subcaptions "--Comparison of Sale Versus
Continuing Operations," "--Reasons for the Proposal" and
"--Recommendation of the Managing General Partner" are
incorporated herein by reference.
(c) The information set forth under captions "The Proposal,"
particularly subcaptions "--Partnership Financial Performance
and Condition," "--Anticipated Impact of Property Sales and
Liquidation," "--Comparison of Sale Versus Continuing
Operations," "--Reasons for the Proposal," "--Simultaneous
Proposal to Operating Partnership" and "--Recommendations of
the Managing General Partner" are
incorporated herein by reference.
(d) The information set forth under captions "The Proposal,"
particularly subcaptions "--Anticipated Impact of Property
Sales and Liquidation," "--Estimates of Liquidating
Distribution Amounts," "--Comparison of Sale Versus Continuing
Operations," "--Reasons for the Proposal," "--Steps to
Implement the Proposal," "--Impact on the Managing General
Partner," and "--Recommendation of the Managing General
Partner," and "Federal Income Tax Consequences" are
incorporated herein by reference.
CORPHOU:10078.1 14323-00070
8
<PAGE>
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a)-(b) The information set forth under captions "Risk Factors," "The
Proposal--Partnership Financial Performance and Condition,"
"--Anticipated Impact of Property Sales and Condition,"
"--Comparison of Sale Versus Continuing Operations,"
"--Reasons for the Proposal," "--Fair Market Value Opinion of
J. R. Butler & Company" and "--Recommendation of the Managing
General Partner" are 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 captions "Summary" and
"General Information--Vote Required" are incorporated herein
by reference.
(d) The information set forth under captions "Summary," "The
Proposal--The AWP Olmos Field," "--Sale of Property Interest
in North Buck Draw Unit to Affiliated Partnerships" and
"--Fair Market Value Opinion of J. R. Butler & Company" are
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.
(f) Not applicable.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
(a)-(b) The information set forth under captions "Summary," "The
Proposal--The AWP Olmos Field," "--Sale of Property Interest
in North Buck Draw Unit to Affiliated Partnerships" and
"--Fair Market Value Opinion of J. R. Butler & Company" 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)-(b) Not applicable.
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH
RESPECT TO THE ISSUER'S SECURITIES.
Not applicable.
CORPHOU:10078.1 14323-00070
9
<PAGE>
ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN
PERSONS WITH REGARD TO THE TRANSACTION.
(a) The information set forth under captions "Summary," "General
Information--Vote Required" and "The Proposal--Recommendation
of the Managing General Partner" are incorporated herein by
reference.
(b) The information contained under the caption "The
Proposal--Recommendation of the Managing General Partner" is
incorporated herein by reference.
ITEM 13. OTHER PROVISIONS OF THE TRANSACTION.
(a) The information set forth under the caption "General
Information--Dissenters' Rights" 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.
(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.
CORPHOU:10078.1 14323-00070
10
<PAGE>
(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) Not applicable.
(e) Not applicable.
(f) Not applicable.
CORPHOU:10078.1 14323-00070
11
<PAGE>
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: August 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
------------------------------------
Bruce H. Vincent
Senior Vice President
CORPHOU:10078.1 14323-00070
12
<PAGE>
