SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12
SWIFT ENERGY COMPANY
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(Name of Registrant as Specified in its Charter)
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
- -------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- -------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
- -------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- -------------------------------------------------------------------------------
(5) Total fee paid:
- -------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
SWIFT ENERGY COMPANY
16825 Northchase Drive, Suite 400
Houston, Texas 77060
(281) 874-2700
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held May 12, 1998
Notice is hereby given that the annual meeting of shareholders of SWIFT
ENERGY COMPANY (the "Company") will be held at the Hotel Sofitel, 425 North Sam
Houston Parkway East, Houston, Texas, on Tuesday, May 12, 1998 at 4:00 p.m.
Central Time for the following purposes:
1. To elect three members of Class II of the board of directors
to serve for the terms specified in the attached Proxy
Statement or until their successors are elected and qualified;
2. To consider and act upon such other business as may properly
be presented at the meeting, or any adjournment thereof.
A record of shareholders has been taken as of the close of business on
March 20, 1998, and only shareholders of record on that date will be entitled to
notice of and to vote at the meeting, or any adjournment thereof. A complete
list of shareholders will be available commencing April 28, 1998, and may be
inspected during normal business hours prior to the meeting at the offices of
the Company, 16825 Northchase Drive, Suite 400, Houston, Texas, and such list
will be available at the place of the meeting on the day of the meeting.
If you do not expect to be present in person at the meeting or prefer to
vote by proxy in advance, please sign and date the enclosed proxy card and
return it promptly in the enclosed stamped envelope which has been provided for
your convenience. The prompt return of the proxy card will ensure a quorum and
save the Company the expense of further solicitation.
By Order of the Board of Directors,
/s/ John R. Alden
--------------------------------------------
JOHN R. ALDEN
Secretary
April 9, 1998
<PAGE>
SWIFT ENERGY COMPANY
16825 Northchase Drive, Suite 400
Houston, Texas 77060
(281) 874-2700
PROXY STATEMENT
This proxy statement is mailed to shareholders commencing on or about April
9, 1998, in connection with the solicitation by the board of directors of SWIFT
ENERGY COMPANY (the "Company") of proxies to be voted at the annual meeting of
shareholders to be held at the Hotel Sofitel, 425 North Sam Houston Parkway
East, Houston, Texas, on May 12, 1998 at 4:00 p.m. Central Time, and any
adjournment thereof, for the purposes set forth in the accompanying notice.
Management does not expect that any matters other than those referred to in such
notice will be presented for action at the meeting.
The Annual Report to Shareholders covering the fiscal year ended December
31, 1997, will be mailed to each shareholder entitled to vote at the annual
meeting on or before the date of mailing this proxy statement.
The cost of soliciting proxies will be borne by the Company. In addition to
solicitations by mail, a number of regular employees of the Company may, if
necessary to ensure the presence of a quorum, solicit proxies in person or by
telephone. The Company has retained a proxy solicitor, at an estimated cost of
approximately $1,200, to assist in contacting brokers and other "street-name"
holders to encourage the return of proxies by beneficial holders.
QUORUM AND VOTING
The record date for the determination of shareholders entitled to notice of
and to vote at the annual meeting was the close of business on March 20, 1998.
On the record date, there were 16,528,995 shares of common stock of the Company,
par value $.01 per share, issued and outstanding and entitled to vote.
Each share of common stock entitles the holder to one vote on each matter
presented at the meeting. Proxies will be voted in accordance with the
directions specified thereon and otherwise in accordance with the judgment of
the persons designated as proxies. Any proxy on which no direction is specified
will be voted for the election of all nominees named therein to the board of
directors for the terms indicated and otherwise at the discretion of the persons
designated as proxies. A shareholder may revoke his proxy at any time prior to
the voting thereof by attending and voting at the meeting or by filing with the
Secretary of the Company a written revocation or a duly executed proxy bearing a
later date.
The presence, in person or by proxy, of the holders of a majority of the
issued and outstanding shares entitled to be voted at the meeting is necessary
to constitute a quorum to transact business. If a quorum is not present or
represented at the annual meeting, a majority of the votes represented at the
meeting may adjourn the annual meeting from time to time without notice other
than an announcement until a quorum is present or represented.
An automated system administered by the Company's transfer agent tabulates
the votes. Abstentions are included in the determination of the number of shares
present and voting and are counted as abstentions in tabulating the votes cast
on nominations or proposals presented to shareholders. Broker nonvotes are not
included in the determination of the number of shares present and voting or as a
vote with respect to such nominations or proposals.
1
<PAGE>
ELECTION OF DIRECTORS
At the annual meeting, three Class II directors are to be elected for terms
to expire at the 2001 Annual Meeting. As a result of bylaw amendments approved
by the Board of Directors in 1995, there are three classes of directors and each
year the directors in one of such classes are nominated to serve three year
terms, or until their successors have been duly elected and qualified. In order
to be elected, each nominee for director must receive at least the number of
votes equal to the plurality of the shares represented at the meeting, either in
person or by proxy.
The persons named in the accompanying proxy have been designated by the
board of directors, and unless authority is withheld by the shareholder on the
accompanying proxy, they intend to vote for the election of the nominees named
below to the board of directors. All nominees are currently members of the board
of directors. If any nominee should become unavailable or unable to serve as a
director, the proxy may be voted for a substitute selected by persons named as
proxies or the board may be reduced accordingly; however, the board of directors
is not aware of any circumstances likely to render any nominee unavailable. Any
director elected by the board of directors to fill a vacancy will be elected for
the unexpired term of such director's predecessor in office.
Class II
A. Earl Swift
Henry C. Montgomery
Harold J. Withrow
Set forth below, for information purposes only, are the names and remaining
terms of the other four directors:
Class III
Virgil N. Swift
G. Robert Evans
(Terms to Expire at 1999 Annual Meeting)
Class I
Raymond O. Loen
Clyde W. Smith, Jr.
(Terms to expire at 2000 Annual Meeting)
Nominees
Set forth below is certain information, as of the date hereof, concerning
the nominees for election to the board of directors of the Company.
Class II Directors
A. Earl Swift, 64, is Chief Executive Officer and Chairman of the Board of
Directors of the Company and has served in such capacity since its founding in
1979. He previously served as President from 1979 to November 1997, at which
time Terry E. Swift was appointed President. For the 17 years prior to 1979, he
2
<PAGE>
was employed by affiliates of American Natural Resources Company. Mr. Swift is a
registered professional engineer and holds a degree in Petroleum Engineering, a
Juris Doctor degree and a Master's degree in Business Administration. He is the
brother of Virgil N. Swift and the father of Terry E. Swift.
Henry C. Montgomery, 62, has served as a director of the Company since
1987. Mr. Montgomery served as Executive Vice President of SyQuest Technology,
Inc., a public company engaged in the development, manufacture and sale of
computer hard drives from November 1996 through July 1997. He served as
president and Chief Executive Officer of New Media Corporation, a privately held
company engaged in developing, manufacturing and selling PCMCIA cards for the
computer industry, from March 1995 through November 1996. Since 1980, Mr.
Montgomery has been the Chairman of the Board of Montgomery Financial Services
Corporation, a management consulting and financial services firm. Mr. Montgomery
also previously served as a director of Catalyst Semiconductor, Inc., a public
company engaged in the design and manufacture of semiconductors (1990 to 1995),
and Southwall Technologies, Inc., a public company engaged in thin film
deposition technologies (1982 to 1995).
Harold J. Withrow, 70, has been a director of the Company since 1988. Mr.
Withrow worked as an independent oil and gas consultant from 1988 until he
retired at the end of 1995. From 1975 until 1988, Mr. Withrow served as Senior
Vice President-Gas Supply for Michigan Wisconsin Pipe Line Company and its
successor, ANR Pipeline Company.
Set forth below, for information purposes only, is information regarding
the Class III and Class I directors whose terms will expire at the annual
meetings in 1999 and 2000, respectively:
Class III Directors
Virgil N. Swift, 69, has been a director of the Company since 1981, and has
acted as Vice Chairman of the Board and Executive Vice President-Business
Development since November 1991. He previously served as Executive Vice
President and Chief Operating Officer from 1982 to November 1991. Mr. Swift
joined the Company in 1981 as Vice President-Drilling and Production. For the
preceding 28 years he held various production, drilling and engineering
positions with Gulf Oil Corporation and its subsidiaries, last serving as
General Manager-Drilling for Gulf Canada Resources, Inc. Mr. Swift is a
registered professional engineer and holds a degree in Petroleum Engineering. He
is the brother of A. Earl Swift and the uncle of Terry E. Swift.
G. Robert Evans, 66, has been a director of the Company since 1994.
Effective January 1, 1998, Mr. Evans retired as Chairman of Material Sciences
Corporation, having held that position since 1991. Material Sciences Corporation
develops and commercializes continuously processed, coated materials
technologies. He remains a director of Material Sciences Corporation. He is also
currently serving as a director of Consolidated Freightways Corporation
(transportation). From 1990 to 1991, he served as President, Chief Executive
Officer and a Director of Corporate Finance Associates of Illinois, Inc., a
financial intermediary and consulting firm. From 1987 until 1990, he served as
President and Chief Executive Officer of Bemrose Group USA., a British holding
company engaged in value-added manufacturing and sale to the advertising
specialty industry.
Class I Directors
Raymond O. Loen, 73, has served as a director of the Company since its
founding in 1979. Since 1963, he has been President of R.O. Loen Company, a
privately held management consulting firm headquartered in Lake Oswego, Oregon.
3
<PAGE>
Clyde W. Smith, Jr., 49, has served as a director of the Company since
1984. He has served as President of Somerset Properties, Inc., a real estate
investment company, since 1985. Since August 1997, Mr. Smith has also served as
President of Millennium Technology Services, Inc., a White City, Oregon based
electronics manufacturer.
Compensation to Directors
Board members are reimbursed for travel expenses they incur in attending
board of directors meetings. Employees of the Company are not compensated for
serving as directors. During 1998, nonemployee members of the board of directors
will receive $1,750 per scheduled board meeting attended, an annual fee of
$5,000 for serving on committees of the board, and an annual fee of $5,000 for
services as a director. Compensation paid to the five nonemployee directors
during 1997 for their services as directors totaled $109,500.
Under the 1990 Nonqualified Plan, each nonemployee director is granted
options to purchase 10,000 shares of the Company's common stock on the date he
first becomes a nonemployee director. Additionally, on the day after each annual
meeting of the shareholders, each individual who is a nonemployee director on
that date is granted, subject to an option maximum of 60,000 shares per
director, options to purchase 5,000 shares of the Company's common stock.
In accordance with the 1990 Nonqualified Plan, each of the nonemployee
directors (Messrs. Loen, Montgomery, Smith, Evans and Withrow) have been granted
options for shares of the Company's common stock. Due to one 10% percent stock
dividend declared September 7, 1994 and another 10% stock dividend declared
October 1, 1997, the number of shares underlying all options held by each of the
nonemployee directors increased by 10% as of each such date with, in each case,
a commensurate 10% decrease in the option exercise prices.
Two nonemployee directors exercised options to acquire an aggregate of
12,100 shares of the Company's common stock during the year ended December 31,
1997.
The following table presents information as of December 31, 1997, regarding
the total number of unexercised options held by the nonemployee directors under
all Company plans. Each of the nonemployee directors was granted options for
5,000 shares in May 1997, which, after a 10% stock dividend in October 1997,
became 5,500 shares at an exercise price of $23.64. Each of the nonemployee
directors in the following table will receive options to purchase 5,000
additional shares under the 1990 Nonqualified Plan on the day following the 1998
annual meeting.
<TABLE>
<CAPTION>
December 31, 1997
Shares of Common
Stock Underlying Total Shares of Common
Unexercised Stock Underlying
Options Granted Under Unexercised Options
Name 1990 Nonqualified Plan Granted Under all Plans
- -------------------- ---------------------- -----------------------
<S> <C> <C>
G. Robert Evans 23,100 23,100
Raymond O. Loen 40,700 44,330
Henry C. Montgomery 35,255 52,800
Clyde W. Smith, Jr. 29,810 29,810
Harold J. Withrow 35,860 44,330
</TABLE>
For the number of options exercisable within 60 days of March 1, 1998 by
each of the nonemployee directors, see footnote (1) to the table set forth under
"Principal Shareholders" below.
4
<PAGE>
Meetings of the Board of Directors
During 1997, the board of directors met on ten occasions. In addition,
management confers frequently with its directors on an informal basis to discuss
Company affairs. During 1997, each director attended at least 75% of both (i)
the total number of meetings of the board of directors and (ii) the total number
of meetings of all committees of the board on which he served.
Committees of the Board
The board of directors of the Company has established various standing
committees, including, among others, Audit, Nominating and Corporate Governance
and Compensation Committees. Descriptions of the functions of the Audit,
Nominating and Corporate Governance and Compensation Committees are set forth
below.
Audit Committee. The Audit Committee is comprised entirely of nonemployee
directors. The Audit Committee recommends to the board of directors the
engagement of, and reviews the services performed by, the Company's independent
auditors. Messrs. Loen, Montgomery and Smith are members of the Audit Committee,
which held four meetings in 1997.
Nominating and Corporate Governance Committee. The Nominating and Corporate
Governance Committee reviews the performance of directors and recommends persons
to be management's nominees for directorships. The Nominating and Corporate
Governance Committee may consider nominees recommended by shareholders, upon
written request by a shareholder addressed to any member of the committee. See
"Shareholder Proposals" herein. This committee also reviews corporate governance
duties and procedures and, where necessary, recommends changes to the board.
Messrs. A. E. Swift, Loen, Evans and Smith are members of the Nominating and
Corporate Governance Committee. The Nominating and Corporate Governance
Committee held one meeting in 1997.
Compensation Committee. The Compensation Committee at all times is
comprised of at least three nonemployee directors who are "non-employee
directors" as defined in Rule 16b-3 under the Securities Exchange Act of 1934
(the "Exchange Act"). The Compensation Committee has sole authority to
administer the Company's stock option plans and stock purchase plan, although it
has no discretion as to awards of stock options under the 1990 Nonqualified
Plan. The Compensation Committee also reviews and makes recommendations
regarding the compensation levels of the Company's executive officers. Messrs.
Loen, Montgomery and Withrow are members of the Compensation Committee, which
held six meetings in 1997.
Special Transactions Committee. The Special Transactions Committee is
comprised entirely of nonemployee directors. The Special Transactions Committee
considers any transaction submitted to the board that would involve a
fundamental organizational or structural change for the Company. The Special
Transactions Committee makes recommendations to the board with respect to such
transactions and works with and advises management relative to all merger and
acquisition activity. Messrs. Withrow, Smith, Montgomery and Evans are members
of the Special Transactions Committee which held four meetings in 1997.
Compliance with Section 16 of the Exchange Act
Section 16(a) of the Exchange Act requires the Company's directors and
executive officers, and persons who own more than 10% of a registered class of
the Company's equity securities, to file with the Securities and Exchange
Commission, the New York Stock Exchange and the Pacific Stock Exchange initial
reports of ownership and reports of changes in ownership of common stock of the
Company. Officers, directors and greater than 10% shareholders are required by
regulation to furnish the Company with copies of all Section 16(a) forms they
file.
5
<PAGE>
To the Company's knowledge, based solely on a review of the copies of Forms
3 and 4 furnished to the Company during the fiscal year beginning January 1,
1997, and ending December 31, 1997, and Forms 5 furnished to the Company with
respect to such fiscal year, all Section 16(a) filing requirements applicable to
the Company's officers, directors and greater than 10% beneficial owners were
complied with.
6
<PAGE>
PRINCIPAL SHAREHOLDERS
The following table sets forth information concerning the shareholdings, as
of March 1, 1998 (unless otherwise indicated), of the seven current members of
the board of directors, each of the Company's five most highly compensated
executive officers, all executive officers and directors as a group, and each
person who beneficially owned more than five percent of the Company's
outstanding common stock.
<TABLE>
<CAPTION>
Shares of Common Stock
Beneficially Owned at
March 1, 1998(1)
-----------------------------
Percent of
Class
Name of Person or Group Position Number Outstanding
- ----------------------- -------- ------ -----------
<S> <C> <C> <C>
A. Earl Swift Chairman of the Board, Chief Executive 331,243 2.0%
Officer
Virgil N. Swift Vice Chairman of the Board, Executive 351,039(2) 2.1%
Vice President--Business Development
G. Robert Evans Director 14,960 (3)
Raymond O. Loen Director 155,601 (4) (3)
Henry C. Montgomery Director 49,445 (3)
Clyde W. Smith, Jr. Director 18,700 (3)
Harold J. Withrow Director 39,134 (3)
Terry E. Swift President, Chief Operating Officer 130,975 (3)
John R. Alden Senior Vice President--Finance, Chief 108,574 (3)
Financial Officer, Secretary
James M. Kitterman Senior Vice President--Operations 97,897 (3)
All executive officers & directors
as a group (13 persons) 1,459,650 8.5%
FMR Corp 1,772,300(5) 10.8%
82 Devonshire Street
Boston, Massachusetts 02109
Franklin Resources, Inc 1,797,444(6) 9.9%
Franklin Advisers, Inc.
Charles B. Johnson
Rupert H. Johnson, Jr.
777 Mariners Island Blvd.
San Mateo, California 94403
- --------------------------
<FN>
(1) Unless otherwise indicated in the footnotes below, the number of shares
of common stock held and percent outstanding are as of March 1, 1998.
Unless otherwise indicated below, the persons named have sole voting
and investment power over the number of shares of the Company's common
stock shown as being owned by them. The table includes the following
shares that were acquirable within 60 days following March 1, 1998 by
exercise of options granted under the Company's stock option plans: Mr.
A. E. Swift - 74,408; Mr. V. N. Swift - 60,095; Mr. Evans - 10,560; Mr.
Loen - 29,950; Mr. Montgomery - 8,646; Mr. Smith - 18,700; Mr. Withrow
- 26,378; Mr. T. E. Swift - 109,088; Mr. Alden - 82,324; Mr. Kitterman
- 79,805; and all executive officers and directors as a group -
634,245.
(2) Includes 121 shares held jointly by Mr. Swift and his wife.
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<PAGE>
(3) Less than one percent.
(4) Includes 70,000 shares held by Mr. Loen's wife (who holds sole voting
and investment power as to those shares and 4,047 shares held in her
IRA), and 2,809 shares held in Mr. Loen's IRA.
(5) Based on a Schedule 13G dated March 10, 1998, reflecting shares held at
February 28, 1998, filed with the Securities and Exchange Commission,
FMR Corp., as a parent holding company in accordance with Section 240
of the investment Adviser's Act of 1940, is deemed to be the beneficial
owner, with sole power to dispose and direct the disposition of
1,772,300 shares. Fidelity Management & Research Company ("Fidelity"),
a wholly-owned subsidiary of FMR Corp., an Investment Adviser
registered under Section 203 of the Investment Advisers Act of 1940, is
deemed to be the beneficial owner of 1,770,100 shares of the Company's
stock as a result of acting as an investment adviser to several
investment companies registered under Section 8 of the Investment
Company Act of 1940 (the "Funds"). Members of the Edward C. Johnson 3d
family and trusts for their benefit are the predominant owners of Class
B shares of common stock of FMR Corp., representing approximately 49%
of the voting power of FMR Corp. Mr. Johnson 3d owns 12.0% and Ms.
Abigail P. Johnson owns 24.5% of the aggregate outstanding voting stock
of FMR Corp. The Johnson family group and all other Class B
shareholders have entered into a shareholders' voting agreement under
which all Class B shares will be voted in accordance with the majority
vote of Class B shares. Accordingly, through their ownership of voting
common stock and the execution of the shareholder's voting agreement,
members of the Johnson family may be deemed, under the Investment
Company Act of 1940, to form a controlling group with respect to FMR
Corp. Neither FMR Corp. nor Edward C. Johnson 3d, Chairman of FMR
Corp., has any power to vote or direct the voting of the shares owned
directly by the Funds, which power resides with the Funds' Boards of
Trustees.
(6) Based on Schedule 13G dated January 30, 1998, reflecting shares held at
December 31, 1997, filed with the Securities and Exchange Commission,
Franklin Advisers Inc. ("Advisers"), a wholly-owned subsidiary of
Franklin Resources, Inc. ("FRI") and an Investment Adviser registered
under Section 203 of the Investment Advisers Act of 1940, is deemed to
be the beneficial owner of 1,797,444 shares of the Company's common
stock as a result of acting as an investment adviser to one or more
open or closed-end investment companies or other managed accounts. All
of these shares of the Company's common stock are shares that would
result upon conversion of 57,000,000 units of the Company's 6.25%
Convertible Subordinated Notes due 2006. Charles B. Johnson and Rupert
H. Johnson, Jr. each own in excess of 10% of the outstanding common
stock of FRI and are the principal shareholders of FRI. Accordingly,
Messrs. Charles B. and Rupert H. Johnson and FRI may each be deemed to
be the beneficial owner of the shares of the Company's common stock
managed by Advisers.
</FN>
</TABLE>
EXECUTIVE OFFICERS
The executive officers of the Company are appointed annually by the board
of directors. Information regarding A. Earl Swift, Chief Executive Officer and
Chairman of the Board, and Virgil N. Swift, Executive Vice President--Business
Development and Vice Chairman of the Board, is set forth above under "Election
of Directors--Nominees." Set forth below is certain information, as of the date
hereof, concerning the other executive officers of the Company.
Terry E. Swift, 42, was appointed President of the Company in November
1997. He served as Executive Vice President and Chief Operating Officer of the
Company from 1991 to 1997, as Senior Vice President--Exploration and Joint
Ventures from 1990 to 1991 and as Vice President--Exploration and Joint Ventures
from 1988 to 1990. Mr. Swift has a degree in Chemical Engineering and a Master's
Degree in Business Administration. He is the son of A. Earl Swift.
John R. Alden, 52, was appointed Senior Vice President--Finance and Chief
Financial Officer in 1990. He is also Secretary of the Company. He joined the
Company in 1981 and prior to 1990 he served the Company as its secretary and its
principal financial officer under a variety of titles. Mr. Alden holds a degree
in Accounting and a Master's degree in Business Administration.
Bruce H. Vincent, 50, joined the Company as Senior Vice President--Funds
Management in 1990. Mr. Vincent acted as President of Vincent & Company, an
investment banking firm, from 1988 to 1990. Mr. Vincent holds a degree in
Business Administration and a Master's degree in Finance.
8
<PAGE>
James M. Kitterman, 53, was appointed Senior Vice President--Operations in
May 1993. He had previously served as Vice President--Operations since joining
the Company in 1983. Mr. Kitterman holds a degree in Petroleum Engineering and a
Master's degree in Business Administration.
Joseph A. D'Amico, 47, was appointed Senior Vice President of Exploration
and Development of the Company in February 1998. He served as the Company's Vice
President of Exploration and Development from 1993 to 1998, Director of
Exploration and Development from 1992 to 1993 and Funds Manager from 1988 to
1992. Mr. D'Amico holds Bachelor of Science and Master of Science degrees in
Petroleum Engineering and a Master's degree in Business Administration.
Alton D. Heckaman, Jr., 41, was appointed Vice President and Controller in
May 1993. He had previously served as Assistant Vice President--Finance and
Controller since 1986. Mr. Heckaman joined the Company in 1982. He is a
Certified Public Accountant and holds a degree in Accounting.
9
<PAGE>
EXECUTIVE COMPENSATION
Summary of Cash and Certain Other Compensation
The following table sets forth certain summary information regarding
compensation paid or accrued by the Company to or on behalf of the Company's
Chief Executive Officer and each of the other four most highly compensated
executive officers of the Company (determined as of the end of the last fiscal
year) for the fiscal years ended December 31, 1995, 1996 and 1997.
<TABLE>
<CAPTION>
Summary Compensation Table
Long Term
Annual Compensation Compensation All Other Compensation ($)
------------------------------------ ------------ ----------------------------
Bonus(1) Awards
--------------------- ------------
Name and Securities
Principal Underlying Life
Position Year Salary ($) Cash ($) Stock ($) Options/SARs(#) Insurance ($)(2) 401(k)($)(3)
- ------------------- ---- -------- --------- --------- --------------- ---------------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
A. Earl Swift 1997 $410,583 $179,961 $ 45,039 25,000 $52,093 $7,928
Chief Executive 1996 307,000 171,805 43,095 30,000 79,728 7,500
Officer 1995 278,400 90,000 90,000 0 80,073 7,500
Virgil N. Swift 1997 $252,455 $ 36,853 $ 9,248 20,000 $39,696 $7,928
Executive Vice 1996 250,900 55,946 14,089 12,000 47,669 7,500
President--Business 1995 171,968 35,391 8,836 0 47,669 7,500
Development
Terry E. Swift 1997 $237,383 $ 56,928 $ 14,214 30,000 $13,905 $7,928
Chief Operating 1996 230,009 71,847 11,603 15,000 6,700 7,500
Officer, President 1995 158,300 33,675 8,358 0 6,700 7,500
John R. Alden 1997 $195,650 $ 37,819 $ 9,419 20,000 $15,406 $7,928
Chief Financial 1996 187,701 65,881 10,221 12,000 14,056 7,500
Officer, Senior Vice 1995 142,500 27,462 6,086 0 14,056 7,500
President--Finance
James M. Kitterman 1997 $184,375 $ 33,113 $ 8,220 20,000 $15,513 $7,928
Senior Vice President 1996 180,150 39,179 9,669 8,000 14,363 7,500
- --Operations 1995 138,400 28,430 7,164 0 14,363 7,500
- ------------------
<FN>
(1) Bonus amounts reported for 1997, 1996 and 1995 include bonuses earned
during those years, but actually paid in the following year.
(2) Represents insurance premiums paid by the Company during the covered fiscal
year with respect to life insurance for the benefit of the named executive
officer.
(3) Contributions by the Company (one-half in cash and one-half in Company
stock) for the account of the named executive officer to the Swift Energy
Company Employee Savings Plan.
</FN>
</TABLE>
Employment Contracts
Effective June 1, 1994, Virgil Swift commenced a five year employment
agreement which provided for an immediate 40% reduction in salary, coupled with
an immediate 25% reduction in working hours, decreasing to a 50% work schedule
at the commencement of the third year of the agreement and continuing for the
remaining term thereof. The agreement has since been amended in light of the
fact that Mr. Swift has actually worked more hours than originally contemplated
to reflect a commensurate increase in his salary. The contract also provides for
10
<PAGE>
a payment of $55,550 for four years, which began June 1, 1994, in consideration
of Mr. Swift's agreement not to compete with the Company for a period of seven
years, although if Mr. Swift's employment is terminated by the Company upon a
change in control (as defined under "Change of Control Arrangements" below), he
is entitled to receive the non-competition payments (without compliance with
those provisions) and his remaining salary in one lump sum, discounted to
present value at 8% per annum.
Effective November 1, 1995, the Company entered into employment agreements
with its other five most senior executive officers, A. Earl Swift, Chief
Executive Officer (formerly President), Terry E. Swift, President (formerly
Executive Vice President), and its three Senior Vice Presidents, John R. Alden,
James M. Kitterman and Bruce H. Vincent. All of the agreements (other than that
for A. Earl Swift) provide for an initial three-year term, which is
automatically extended for one year on each anniversary thereof. These
agreements provide for payment of six months' salary (plus, for A. Earl Swift,
two weeks' salary for every year of service to the Company) and six months'
continuation of medical benefits upon termination of employment other than for
"cause." The agreements can be terminated by the Company (other than for
"cause") only by a majority of the directors then in office who have been or
will have been directors for the two-year period ending on the date notice of
the meeting or written consent to take such action is first provided to
shareholders, or those directors who have been nominated for election or elected
to succeed such directors by a majority of such directors. Upon employment
termination in connection with or following a change of control (as defined
under "Change of Control Arrangements" below), the executives are entitled to
receive 18 months' salary plus two weeks' salary for every year of service to
the Company, and continuation of certain insurance coverages for certain
periods. Following termination of employment all outstanding vested and
non-vested stock options held by the executives will be converted into
non-qualified five year options for the same number of shares at the same
exercise prices, or the closing price of the Company's common stock on the New
York Stock Exchange if it is lower.
A. Earl Swift's employment agreement is similar to those for the other
executives, with the following exceptions. The term is eight years, the first
three of which cover his full-time employment by the Company under the same
compensation arrangements which have been in place over the past several years.
The last five years of the agreement cover up to twenty hours per week, 46 weeks
per year on specific matters designated by the Board of Directors. During this
five year period, Mr. Swift's compensation will be one-half his annual base
compensation at the end of the third year of the contract, plus any bonus
provided by the Board of Directors. In the event of a change of control during
the first three years of the agreement, Mr. Swift's compensation for the
remaining term of the agreement shall be at least as much as for the last
preceding year, or, if a change of control occurs during the last five years of
the agreement, at least the average of his total compensation during the first
three years of the agreement. Mr. Swift's contract provides for a payment of
$75,850, plus 17% of his total compensation during the third year of the
agreement, for five years in consideration of Mr. Swift's agreement not to
compete with the Company for a period of up to eight and one-half years. In the
event of a change of control, these amounts are payable in the same manner as
provided in Virgil Swift's agreement described above, together with two weeks'
salary for every year of service to the Company.
11
<PAGE>
Stock Option Grants
The following table contains information concerning the grant of stock
options during 1997 to the named executive officers under the Company's 1990
Stock Compensation Plan:
<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Individual Grants Grant Date Value
- --------------------------------------------------------------------------------------------- --------------------
% of Total
Number Options Granted Exercise or Grant Date
of Options to Employees Base Price Expiration Present
Name Granted in Fiscal Year ($/Sh) Date Value(1)
- ----------------------- ---------- --------------- ----------- ---------- ---------
<S> <C> <C> <C> <C> <C>
A. Earl Swift 25,000 6.7% $26.25 11/03/07 $352,750
Virgil N. Swift 20,000 5.4% 26.25 11/03/07 282,200
Terry E. Swift 30,000 8.1% 26.25 11/03/07 423,300
John R. Alden 20,000 5.4% 26.25 11/03/07 282,200
James M. Kitterman 20,000 5.4% 26.25 11/03/07 282,200
- --------------
<FN>
(1) Valuation utilizing Black-Scholes Option Pricing Model using the
following assumptions: 7.5-year daily volatility of 38.7% for Common
Stock, 5.96% risk-free rate (7.5-year Government Bond as of the grant
date), no dividend yield and 7.5-year exercise date. No adjustments
were made for non-transferability or risk of forfeiture.
</FN>
</TABLE>
12
<PAGE>
Option Values
The following table contains information concerning the number and value of
unexercised options held by the named executive officers at December 31, 1997:
<TABLE>
<CAPTION>
FY-END OPTION/SAR VALUES
Number of Securities Value of Unexercised In-
Underlying Unexercised The-Money Options/SARs
Options/SARs at FY-End at FY-End(1)
---------------------- ------------------------
Shares
Acquired Value
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
A. Earl Swift 0 $ 0 75,618 55,950 $ 898,003 $ 54,001
Virgil N. Swift 3,300 39,292 56,795 34,530 701,421 47,117
Terry E. Swift 0 0 97,481 70,019 1,221,009 335,096
John R. Alden 4,121 50,892 74,022 50,163 920,402 244,661
James M. Kitterman 0 0 69,520 50,031 862,448 287,741
- -----------------
<FN>
(1) Options are "in-the-money" if the market price of a share of common
stock exceeds the exercise price of the option. The value of
unexercised in-the-money options equals the market price of shares at
December 31, 1997 ($21.0625 per share) less the exercise price.
</FN>
</TABLE>
Change of Control Arrangements
Under the 1990 Stock Compensation Plan and the 1990 Nonqualified Plan
(collectively, the "Plans"), the occurrence of a change of control of the
Company will (unless the board of directors provides otherwise prior to the
change of control) cause all outstanding stock options to become fully
exercisable, other than options that have been outstanding less than one year. A
"change of control" is defined in the Plans to mean any of the following events:
(i) any person or group becomes the beneficial owner of shares having 40% or
more of the votes that may be cast for the election of directors; (ii) as a
result of any cash tender offer, exchange offer, merger or other business
combination, sale of assets or contested election, persons who were directors of
the Company immediately prior to such event cease to constitute a majority of
the board of directors; (iii) the shareholders of the Company approve an
agreement providing either for a transaction in which the Company will cease to
be an independent publicly owned corporation or for a sale or other disposition
of all or substantially all the assets of the Company; or (iv) a tender offer or
exchange offer is made for shares of the Company's common stock (other than by
the Company) and shares are acquired thereunder.
13
<PAGE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Compensation Philosophy
The board of directors first established its Compensation Committee in
1982. The Compensation Committee has always been composed solely of nonemployee
directors, and has set executive compensation since that time. Since 1987, when
the Compensation Committee undertook an evaluation of the Company's policies,
compensation has been based upon Company performance.
Philosophically, the Compensation Committee and the Company's Chief
Executive Officer believed it to be beneficial to the Company in its early years
to keep executive compensation in the low to middle ranges in comparison to
levels paid by comparable entities, particularly in comparison to many companies
in the oil and gas industry in which compensation levels grew rapidly during the
late 1970s and early 1980s. Since 1987, the bonus compensation of the Company's
Chief Executive Officer has been based almost solely upon the Company's
performance, as described below.
In 1987 the Compensation Committee instituted an annual bonus for the Chief
Executive Officer equal to a sliding scale percentage of total partnership and
joint venture funds raised by the Company in that year, providing that only the
lowest bonus was to be paid, regardless of the amounts of funds raised, if the
Company's earnings did not increase by at least 15% in that year. This formula
was adopted at a time when most of the Company's earnings were derived from
earned interests and fees from partnership and joint venture activities. In late
1989, as the proportion of the Company's revenues from oil and gas sales began
to grow significantly, the Compensation Committee adopted a new incentive
compensation system for the Company's executive officers, and revised the bonus
formula for the Chief Executive Officer, to one based upon earnings per share
and growth in oil and gas reserves, as described in detail below. In 1995, the
Compensation Committee further modified its criteria to reflect the importance
of cash flow to an oil and gas company and the Company's increased emphasis on
exploration and drilling activities, in addition to acquisition of producing
properties, given the Compensation Committee's belief that successful drilling
activities are based upon a high level of drilling prospects. Accordingly, in
1995, the Compensation Committee amended the bonus formula in the 1990 Stock
Compensation Plan (the "1990 Plan") to add two factors: year-to-year increases
in both cash flow per share and probable reserves. The 1990 Plan, as amended,
was used for determining 1995, 1996 and 1997 incentive awards based upon Company
performance in each of those years.
Compensation Criteria and Performance Measurement
The Company's executive compensation consists of three components: base
salary, annual incentive bonuses, and long term stock-based incentives.
Base Salary for a particular year is based upon (i) the executive's scope
of responsibility, (ii) an evaluation of each executive's individual performance
during the year, (iii) an attempt to keep executive salaries within the range
paid by comparably sized oil and gas exploration and production companies, based
in part upon an annual survey provided by an outside consultant on a group of 37
independent oil and gas companies with market capitalizations between $20
million and $1.8 billion (the "Compensation Survey Group"), and (iv) an
evaluation of the Company's performance during the preceding year, including the
Company's earnings, reserve growth, cash flow and levels of general and
administrative expenses. Individual performance evaluation is based upon each
executive's review of his own performance throughout the year and upon a
performance review by the Company's Chief Executive Officer, and in the case of
the Chief Executive Officer, a review of his performance by the Compensation
Committee.
The Compensation Survey Group includes only one company in common with the
Dow Jones Oil, Secondary Index (the "Index") used in the "Five Year Shareholder
Return Comparison" set forth herein. The Compensation Survey Group is used by
the Company for purposes of executive compensation comparison because it
constitutes a broader group than the group of 17 companies included in the
Index, and because the Compensation Survey Group is comprised of companies
somewhat closer in size and line of business to the
14
<PAGE>
Company than the companies included in the Index. The Index was selected in
accordance with Securities and Exchange Commission rules solely for shareholder
return comparison purposes because it is a published industry index.
Annual Incentive Bonuses for a particular year are awarded after the end of
that year, based on both individual and Company performance during that year.
Bonuses are awarded under the 1990 Plan in the form of Performance Bonus Awards,
which may be either in cash or in shares of the Company's common stock as
determined by the Compensation Committee. The amount of an executive officer's
Performance Bonus Award for a particular year is determined under a formula that
utilizes the following factors: (i) the increase in earnings per share during
that year (a measure of short-term performance); (ii) the increase in the cash
flow per share during that year (a measure of short-term performance); (iii) the
increase in the volume of the Company's proved oil and gas reserves during that
year (a measure of long-term performance); (iv) the increase in the probable oil
and gas reserves during that year (a measure of long-term performance); and (v)
the overall performance of that executive officer in contributing to the
Company's achievement of its strategic objectives, as evaluated by the
Compensation Committee. The 1990 Plan, prior to being amended in 1995, did not
include the factors of increases in cash flow per share and increases in
probable reserves, while two of the factors, earnings per share and reserve
growth, are the same performance factors upon which the Company's goals in its
1988 strategic plan were based. Generally, the three broad categories of
performance factors, short-term factors, long-term factors and individual
performance factors, are given equal weight, except that the Committee may make
adjustments in the bonus formula or in the performance factors considered on a
uniform basis among all the executive officers (other than the Chief Executive
Officer, as to whom a different adjustment may be made). In determining
Performance Bonus Awards for 1995 (determined and paid in 1996), the Committee
considered the small increase in cash flow per share, the increase in net proved
reserves of 70% and a smaller increase in probable reserves from 1995 to 1996,
as well as the slight decrease in earnings per share. The Committee took into
account, with respect to earnings per share, that the Company issued 5,750,000
additional shares of Common Stock in 1995 pursuant to a public offering. In
determining Performance Bonus Awards for 1996 (determined and paid in 1997), the
Committee considered the substantial increase (in excess of 150%) in both
earnings per share and cash flow per share and more moderate increases in net
proved reserves and probable reserves of 47% and 40%, respectively. In
determining the Performance Bonus awards for 1997 (determined and paid in 1998)
the Committee took into account the 17% increase in cash flow per share, the 40%
increase in net proved reserves and the 43% increase in probable reserves from
1996 to 1997, as well as the increase in earnings per share before cumulative
effect of a change in accounting principles. For 1995 through 1997, the
Compensation Committee also took into account individual performance ratings
reflecting individual contribution and contribution to group effectiveness.
Under the 1990 Plan, executive officers may receive Performance Bonus
Awards normally in the range of up to 35% of their base salaries, and the Chief
Executive Officer may receive an award normally in the range of up to 70% of his
base salary. Awards paid in the last three years averaged 27.6% of executive
officers' base salaries and 64.2% of the Chief Executive Officer's base salary.
The Performance Bonus Award to the Chief Executive Officer additionally
differs from those awarded to the other executive officers in that the size of
the Chief Executive Officer's Performance Bonus Award is more closely tied to
Company performance, so that it has varied more widely from year to year than
the awards to other executive officers.
Long-Term Stock-Based Incentives are provided through annual grants of
incentive stock options to executives and others under the 1990 Plan. This
component is intended to retain and motivate executives to improve long-term
shareholder value. Stock options are granted at the prevailing market price and
will only have value if the Company's stock price increases. Grants have always
vested in equal amounts over five years; executives must be employed by the
Company at the time of vesting in order to exercise the options.
The Compensation Committee determines a total number of options to be
granted in any year based on the total number of outstanding unexercised
15
<PAGE>
executive options, so as to avoid excessive dilution of the shareholders' value
in the Company through executive option exercises. Out of the number so
determined, options are granted to executive officers in varying amounts,
roughly related to their levels of executive responsibility. Outstanding
historical performance by an executive officer may be recognized through a
larger than normal option grant.
The Company believes that its compensation policy described above provides
an excellent link between the value created for shareholders and the
compensation paid to executive officers.
Compensation of Chief Executive Officer for 1997
Base Salary. The Chief Executive Officer's base salary in 1997 was
$410,583, which was $103,583 more than his base salary in 1996. The Compensation
Committee's determination was based on the factors described above under
"--Compensation Criteria and Performance Measurement--Base Salary."
Bonus. As noted in the section on "Annual Incentive Bonuses" above, the
Committee may give a different weighting to the five bonus formula performance
factors in determining the Chief Executive Officer's bonus than it uses in
determining bonuses for other executive officers. In determining the Chief
Executive Officer's bonus, the Committee has typically given more weight to
factors based upon the Company's performance than to its evaluation of his
general contribution, since the Committee does not observe and supervise such
performance on a day-to-day basis. For 1995, based on the factors described
above, the Committee increased the Chief Executive Officer's total bonus from
$160,000 in 1994 to $180,000 in 1995. However, the Committee reduced the cash
portion of the bonus from $128,000 to $90,000, increasing the stock portion from
$32,000 to $90,000. For 1996, the Committee increased the Chief Executive
Officer's total bonus from $180,000 in 1995 to $214,900 in 1996 ($171,805 in
cash and $43,095 in stock). For 1997, based on the factors described above, the
Committee increased the Chief Executive Officer's bonus from $214,900 in 1996 to
$225,000 in 1997 ($179,961 in cash and $45,039 in stock).
Stock Options. The Chief Executive Officer was granted options to purchase
25,000 shares of common stock at an exercise price of $26.25 on November 3, 1997
(as were 104 other employees, including seven other executive officers, in
varying amounts). As explained above under "--Compensation Criteria and
Performance Measurement --Long-Term Stock-Based Incentives," the Compensation
Committee determined a total number of executive options to be granted based on
the number of unexercised options held by the executive officers as a group at
the time of grant, and allocated a portion of that total to the Chief Executive
Officer based upon the scope of his responsibilities.
Section 162(m) of the Internal Revenue Code. The Compensation Committee
does not propose to adopt any particular policy with respect to Section 162(m)
of the Internal Revenue Code, which was adopted by Congress in 1993 and limits
the deductibility of compensation paid to any individual in excess of $1 million
per year. The Company has not paid and does not anticipate paying compensation
at these levels, and even including the unrealized value of unexercised stock
options granted in any given year, does not believe that these provisions will
be relevant to the Company's executive compensation levels for the foreseeable
future.
COMPENSATION COMMITTEE
Raymond O. Loen, Chairman
Henry C. Montgomery
Harold J. Withrow
Forward Looking Statements
The information contained in this Proxy Statement that is not historical,
such as information regarding the valuation of stock options granted to the
16
<PAGE>
named executive officers in the Executive Compensation section of this Proxy
Statement and the increases in oil and gas reserves contained in the
Compensation Committee Report, are "forward-looking statements," as that term is
defined in Section 21E of the Securities and Exchange Act of 1934, as amended,
that involve a number of risks and uncertainties. Estimates of proved reserves
represent quantities of oil and gas which, upon analysis of engineering and
geologic data, appear with reasonable certainty to be recoverable in the future
from known oil and gas reservoirs under existing economic and operating
conditions. When economic or operating conditions change, the Company's proved
reserves can differ materially from those stated in such "forward-looking
statements."
17
<PAGE>
Five Year Shareholder Return Comparison
The graph below compares the cumulative total return on the Company's
common stock to that of (i) the Standard & Poor's 500 Stock Index and (ii) the
Dow Jones Oil, Secondary Index.
COMPARISON OF FIVE YEAR CUMULATIVE RETURN*
AMONG SWIFT ENERGY COMPANY, THE S & P500 INDEX
AND THE DOW JONES OIL - SECONDARY INDEX
* $100 invested on 12/31/92 in stock or index -- including reinvestment of
dividends.
Fiscal year ending December 31.
<TABLE>
<CAPTION>
12/92 12/93 12/94 12/95 12/96 12/97
<S> <C> <C> <C> <C> <C> <C>
Swift Energy Co $100 $104 $118 $145 $360 $279
S & P 500 100 110 112 153 189 252
D J OIL - SECONDARY 100 111 107 124 153 163
</TABLE>
"Cumulative total return" equals (i) the change in share price during the
measurement period plus cumulative dividends for the measurement period
(assuming dividend reinvestment), divided by (ii) the share price at the
beginning of the measurement period.
18
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In the ordinary course of its business, the Company acquires interests in
exploratory and developmental oil and gas prospects and sells interests in such
prospects to unaffiliated third parties. For the past several years, the Company
has made available for sale to its executive officers and certain other
employees a portion of the interests in certain prospects that would otherwise
have been sold to third parties. Interests in a prospect are sold to the
Company's employees on terms identical to those at which interests are sold to
third party investors in that prospect. As a result of enhanced drilling
activity, the amounts invested by executive officers in such prospects in 1997
increased significantly over previous years. During 1997, leasehold and drilling
costs associated with such investments in excess of $60,000 were incurred as
follows: A. Earl Swift - $322,261, Virgil N. Swift - $390,784, Terry E. Swift -
$207,426, John R. Alden $246,270, James M. Kitterman - $133,068, and Bruce H.
Vincent - $220,458. In connection with these investments in oil and gas drilling
prospects, certain executive officers deferred paying cash for their investments
in such properties, instead assigning the proceeds of production which over time
repay amounts owed, resulting in indebtedness from time to time, of such
officers to the Company. Prior to 1997, the amount of such indebtedness for any
one officer never exceeded $60,000. In late 1997, due to increased levels of
drilling activity, the balances owed to the Company grew, with the greatest
amounts of indebtedness that exceeded $60,000 during 1997 occurring at year end
as follows: A. E. Swift $78,000; John R. Alden $62,806; and Bruce H. Vincent
$94,749. Individual executive officers do not pay any interest to the Company on
any such loan balances. It is anticipated that through the application of
production proceeds, these balances will be reduced below $50,000 by late spring
of 1998.
AUDITORS
Arthur Andersen LLP, certified public accountants, has served as the
independent auditors of the Company since its inception. While management
anticipates that this relationship will continue to be maintained during 1998
and subsequent years, it is not proposed that any formal action be taken at the
meeting with respect to the continued employment of Arthur Andersen LLP,
inasmuch as no such action is legally required. A representative from Arthur
Andersen LLP will be present at this year's meeting of shareholders. Such
representative will have the opportunity to make a statement if he desires to do
so and is expected to be available to respond to appropriate questions.
SHAREHOLDER PROPOSALS
Any shareholder who wishes to submit a proposal for action to be included
in the proxy statement and form of proxy relating to the Company's 1999 annual
meeting of shareholders, scheduled to be held May 11, 1999, shall submit such
proposal to the Company on or before December 9, 1998.
By Order of the Board of Directors
/s/ John R. Alden
----------------------------------
JOHN R. ALDEN
Secretary
Houston, Texas
April 9, 1998
19
<PAGE>
SWIFT ENERGY COMPANY
The Board of Directors Solicits This Proxy for the
Annual Meeting of Shareholders to be held on May 12, 1998
The undersigned hereby constitutes and appoints Raymond O. Loen, Cylde W.
Smith, Jr. or A. Earl Swift, or any of them, with full power of substitution and
revocation to each, the true and lawful attorneys and proxies of the undersigned
at the Annual Meeting of Shareholders (the "Meeting") of SWIFT ENERGY COMPANY
(the "Company") to be held on May 12, 1998 at 4:00 Central Time, at the Hotel
Sofitel, 425 North Sam Houston Parkway East, Houston, Texas, or any adjournments
thereof, and to vote the shares of common stock of the Company standing in the
name of the undersigned on the books of the Company (or which the undersigned
may be entitled to vote) on the record date for the Meeting with all powers the
undersigned would possess if personally present at the Meeting.
(Continued and to be SIGNED on REVERSE side)
<PAGE>
Please date, sign and mail your proxy card back as soon as possible!
Annual Meeting of Shareholders
SWIFT ENERGY COMPANY
May 12, 1998
-- Please Detach and Mail in the Envelope Provided --
[X] Please mark your votes as in this example.
To withhold authority to vote for any individual nominee, strike his name from
the listing below.
FOR WITHHELD Nominees: A. Earl Swift
[ ] [ ] Henry C. Montgomery
Harold J. Withrow
PROPOSAL 1. FOR the election of all nominees for directors listed for the terms
specified in the Company's 1998 Annual Proxy Statement (except as marked to the
contrary at right); or to WITHHOLD AUTHORITY to vote for all nominees.
PROPOSAL 2. In their discretion, the Proxies are authorized to vote upon such
other matters as may properly come before the Meeting, hereby revoking any proxy
or proxies heretofore given by the undersigned.
The Board of Directors recommends a vote for all nominees named in Proposal
1. This proxy will be voted in accordance with the specifications made hereon.
If NO specification is made, the shares will be voted for all nominees.
The undersigned hereby acknowledges receipt of the Notice of 1998 annual
Meeting of Shareholders and Proxy Statement and the 1997 Annual Report to
Shareholders furnished herewith.
PLEASE SIGN AND RETURN IN THE ENCLOSED STAMPED, PRE-ADDRESSED ENVELOPE.
- --------------------- -------- ----------------------- ---------
Signature Date Signature Date
Note: Signature should agree with name as it appears hereon. If stock is held in
the name of more than one person, EACH joint owner should sign. Executors,
administrators, trustees, guardians and attorneys should indicate the capacity
in which they sign. Attorneys should submit powers of attorney.
