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
and Rule 13e-3 thereunder)
Swift Energy Pension Partners 1993-B, 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.
Karen Bryant, 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):
[ ] (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.
[X] (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.
Calculation of Filing Fee:
Transaction Valuation* Amount of Filing Fee**
$1,427,367 $285.47
* For purposes of calculating the fee only. The filing fee was calculated
pursuant to Rule 0-11 of the Securities Exchange Act of 1934, is based on
the amount to be paid to the Partnership to purchase all of its oil and gas
assets, is set forth in the proposal contained in the Joint Proxy
Statement/Prospectus of Swift Energy Company to be submitted to investors
in the Partnership for their approval.
** 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: $13,505.47
Form or Registration No.: 333-50637
Filing Party: Swift Energy Company
Date Filed: April 21, 1998
<PAGE>
Cross-Reference Sheet
Location of item(s) in
Item in Joint Proxy Statement/ Prospectus
Schedule 13E-3 or in the Supplement
- ------------------ ----------------------------------------------------------
1(a) "Summary" (Joint Proxy Statement/Prospectus)
1(b) "Business of the Partnership" (Supplement)
1(c) "Business of the Partnership--No Trading Market"
(Supplement)
1(d) "Partnership Financial Performance and Condition"
(Supplement)
1(e) *
1(f) **
2(a)-(g) **
3(a)-(b) "The Proposal--Transactions Between the Managing General
Partner" and "Partnership Performance and Condition"
(Supplement)
4(a) "The Proposal" (Supplement), "Summary," "Special Factors
Regarding the Proposals to Sell the Partnerships' Oil and
Gas Assets," "Risk Factors" and "The Proposal" (Joint Proxy
Statement/Prospectus)
4(b) *
5(a)-(g) "The Proposal," "Special Factors Regarding the Proposals to
Sell the Partnerships' Oil and Gas Assets" and "Federal
Income Tax Consequences of Adoption of the
Proposals--Liquidation of the Partnership" (Joint Proxy
Statement/Prospectus)
6(a) "The Proposal" (Supplement) and "Special Factors Regarding
the Proposals to Sell the Partnerships' Oil and Gas
Assets--Source of Funds to Purchase Partnership Property
Interests" (Joint Proxy Statement/Prospectus)
6(b) "Special Factors Regarding the Proposals to Sell the
Partnerships' Oil and Gas Assets--Expenses" (Joint Proxy
Statement/Prospectus)
6(c) "Special Factors Regarding the Proposals to Sell the
Partnerships' Oil and Gas Assets--Source of Funds to
Purchase Partnership Property Interests" (Joint Proxy
Statement/Prospectus)
6(d) *
7(a) "The Proposals" (Joint Proxy Statement/Prospectus) and "The
Proposal--Reasons for the Proposal" (Supplement)
7(b) "Special Factors Regarding the Proposals to Sell the
Partnerships' Oil and Gas Assets--Consideration of
Alternative Transactions" (Joint Proxy Statement/Prospectus)
7(c) "The Proposal--Reasons for the Proposal" (Supplement)
<PAGE>
7(d) "Risk Factors," "Tax Risks," "Comparison of Ownership of
Units and Shares," "Federal Income Tax Consequences of
Adoption of the Proposals," and "Unaudited Pro Forma
Consolidated Financial Statements" (Joint Proxy
Statement/Prospectus) and "The Proposal," "--Reasons for the
Proposal," "--Estimates of Liquidating Net Distribution
Amount," and"--Comparison of Sale Versus Continuing
Operations (Supplement)
8(a)-(b) "Summary--Fairness of Proposed Sale" and "Special Factors
Regarding the Proposals to Sell the Partnerships' Oil and
Gas Assets--Fairness of the Proposed Sale" (Joint Proxy
Statement); "The Proposal" and "--Fairness of the Proposed
Sale (Supplement)
8(c) "The Proposal--Vote Required" (Supplement)
8(d) "Special Factors Regarding the Proposals to Sell the
Partnerships' Oil and Gas Assets--Fairness of the Proposed
Sale" (Joint Proxy Statement/Prospectus)
"Special Factors Regarding the Proposals to Sell the
8(e) Partnerships' Oil and Gas Assets--Fairness of the Proposed
Sale" (Joint Proxy Statement/Prospectus)
8(f) *
9(a)-(b) "Special Factors Regarding the Proposals to Sell the
Partnerships' Oil and Gas Assets" (Joint Proxy
Statement/Prospectus); "The Proposal--Collective Analysis of
Purchase Price; Premium over Fair Market Value," the fair
market value opinions of H.J. Gruy and Associates, Inc.,
J.R. Butler & Company and CIBC Oppenheimer Corp. and the
reserve report prepared by H.J. Gruy and Associates, Inc.
(attachment to Supplement)
9(c) **
10(a) "The Proposals--Vote Required" (Joint Proxy
Statement/Prospectus)
10(b) *
11 *
12(a) "The Proposals--Vote Required" and "--Recommendation of the
Managing General Partner" (Joint Proxy Statement/Prospectus)
12(b) "The Proposals--Recommendation of the Managing General
Partner" (Joint Proxy Statement/Prospectus)
13(a) "The Proposals--No Appraisal or Dissenters' Rights Provided"
(Joint Proxy Statement/Prospectus)
13(b)-(c) *
14(a) **
<PAGE>
14(b) *
15(a) "The Proposals--Solicitation" Joint Proxy Statement
/Prospectus)
15(b) **
16 *
17(a) *
17(b) Fair market value opinions of H.J. Gruy & Associates, Inc.,
J.R. Butler & Company and CIBC Oppenheimer Corp. and the
reserve reports of H.J. Gruy and Associates, Inc.
(Supplement)
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 Joint Proxy Statement/Prospectus.
<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 1988-A, Ltd. (the
"Partnership"). The purpose of the proxy solicitation is to obtain the approval
of the limited partners of the Partnership to sell substantially all of its
assets to the Managing General Partner and liquidate the Partnership. The
Managing General Partner of the Partnership filed Amendment No. 1 to
Registration Statement on Form S-4 on May 14, 1998 with the Securities and
Exchange Commission ("SEC"), which includes a preliminary Joint Proxy
Statement/Prospectus (the "Joint Proxy Statement/Prospectus") deemed to be filed
pursuant to Regulation 14A and a Partnership Supplement for the Partnership (the
"Supplement"). The preceding cross-reference sheet, prepared pursuant to General
Instruction F to Schedule 13E-3, shows the location in the Joint Proxy
Statement/Prospectus and/or Supplement of the information required to be
included in response to the items of Schedule 13E-3. The information contained
in the Joint Proxy Statement/Prospectus and/or Supplement, 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 such
information. The Partnership anticipates filing a definitive Joint Proxy
Statement/Prospectus 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 Joint Proxy Statement/Prospectus and/or
Supplement. Each of the Partnership and the Managing General Partner expressly
disclaim that the sale of substantially all of the assets and the subsequent
liquidation of the Partnership under the terms and conditions set forth in the
Joint Proxy Statement/Prospectus and/or Supplement 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) Swift Energy Pension Partners 1993-B, Ltd.
16825 Northchase Dr., Suite 400
Houston, Texas 77060
(b) The information set forth under the caption "Business of the
Partnership--No Trading Market" in the Supplement is incorporated
herein by reference.
(c) The information set forth under the caption "Business of the
Partnership--No Trading Market" in the Supplement is incorporated
herein by reference.
(d) The information set forth under the caption "Partnership Financial
Performance and Condition" in the Supplement is incorporated
herein by reference.
(e) Not applicable.
(f) During the Partnership's fiscal years 1996 and 1997, the Managing
General Partner has purchased the following limited partnership
units ("Units") pursuant to the right of presentment since the
inception of the of the Partnership's Limited Partnership
Agreement. 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.
<TABLE>
<CAPTION>
Quarter Ending # of Units Total Purchase Price Average Price of Unit
-------------- ---------- -------------------- ---------------------
<S> <C> <C> <C>
September 30, 1996 21,000 $ 7,435.27 $0.35
September 30, 1997 51,000 $15,605.40 $0.31
</TABLE>
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(g) This statement is being filed by Swift Energy Company, a
Texas corporation, the Managing General Partner of the
Partnership. Swift is also the proposed purchaser of
substantially all the assets 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.
<PAGE>
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
(a)-(b) The information set forth in the Supplement under the
captions "The Proposal--Transactions Between the Managing
General Partner and the Partnership" and "Partnership
Financial Performance and Condition" is incorporated herein
by reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a) The information set forth in the Supplement under the
caption "The Proposal" is incorporated herein by reference.
The information set forth in the Joint Proxy
Statement/Prospectus under the captions "Summary," "Special
Factors Regarding the Proposals to Sell the Partnerships'
Oil and Gas Assets," "Risk 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 in the Joint Proxy
Statement/Prospectus under the captions "The Proposal,"
"Special Factors Regarding the Proposals to Sell the
Partnerships' Oil and Gas Assets" and "Federal Income Tax
Consequences of Adoption of the Proposals--Liquidation of
the Partnership" is incorporated herein by reference. If
limited partners approve the proposal contained in the Joint
Proxy Statement/Proposal and the Supplement and the
Partnership is liquidated, the Partnership will become
eligible for suspension of reporting requirements and
termination of registration.
ITEM 6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The information set forth in the Supplement under the
caption "The Proposal" is incorporated herein by reference.
The information set forth in the Joint Proxy
Statement/Prospectus under the caption "Special Factors
Regarding the Proposals to Sell the Partnerships' Oil and
Gas Assets--Source of Funds to Purchase Partnership Property
Interests" is incorporated herein by reference.
(b) The information set forth in the Joint Proxy
Statement/Prospectus under the caption "Special Factors
Regarding the Proposals to Sell the Partnerships' Oil and
Gas Assets--Expenses" is incorporated herein by reference.
(c) The information set forth in the Joint Proxy
Statement/Prospectus under the caption "Special Factors
Regarding the Proposals to Sell the Partnerships' Oil and
Gas Assets--Source of Funds to Purchase Partnership Property
Interests" is incorporated herein by reference.
(d) Not applicable.
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
(a) The information set forth in the Joint Proxy
Statement/Prospectus under the caption "The Proposals" and
particularly in the Supplement under the caption "The
Proposal--Reasons for the Proposal" is incorporated herein
by reference.
(b) The information set forth in the Joint Proxy
Statement/Prospectus under the caption "Special Factors
Regarding the Proposals to Sell the Partnerships' Oil and
Gas Assets--Consideration of Alternative Transactions" is
incorporated herein by reference.
(c) The information set forth in the Supplement under the
caption "The Proposal--Reasons for the Proposal" is
incorporated herein by reference.
(d) The information set forth in the Joint Proxy
Statement/Prospectus under the captions "Risk Factors," "Tax
Risks," "Comparison of Ownership of Units and Shares,"
"Federal Income Tax Consequences of Adoption of the
Proposals," and "Unaudited Pro Forma Consolidated Financial
Statements" and in the Supplement under the captions "The
Proposal," particularly subcaptions "--Reasons for the
Proposal," "--Estimates of Liquidating Net Distribution
Amount," and "--Comparison of Sale Versus Continuing
Operations" is incorporated herein by reference.
<PAGE>
ITEM 8. FAIRNESS OF THE TRANSACTION.
The information set forth in the Joint Proxy
(a) Statement/Prospectus under the captions "Summary--Fairness
of Proposed Sale" and "Special Factors Regarding the
Proposals to Sell the Partnerships' Oil and Gas
Assets--Fairness of Proposed Sale," and in the Supplement
under the caption "The Proposal--Fairness of Proposed Sale"
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.
(b) The information set forth in the Supplement under the
caption "The Proposal" is incorporated herein in its
entirety by reference.
(c) The information set forth in the Supplement under the
caption "The Proposal--Vote Required" is incorporated herein
by reference.
(d) The information set forth in the Joint Proxy
Statement/Prospectus under the caption "Special Factors
Regarding the Proposals to Sell the Partnerships' Oil and
Gas Assets--Fairness of the Proposed 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 in the
Joint Proxy Statement/Prospectus under the caption "Special
Factors Regarding the Proposals to Sell the Partnerships'
Oil and Gas Assets--Fairness of the Proposed Sale" is
incorporated herein by reference.
(f) Not applicable.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
(a)-(b) The information set forth in the Joint Proxy
Statement/Prospectus under the caption "Special Factors
Regarding the Proposals to Sell the Partnerships' Oil and
Gas Assets," in the Supplement under "The
Proposal--Collective Analysis of Purchase Price; Premium
over Fair Market Value," the fair market value opinions of
H.J. Gruy and Associates, Inc., J. R. Butler & Company and
CIBC Oppenheimer Corp., and the reserve report prepared by
H.J. Gruy and Associates, Inc. attached to the Supplement is
incorporated herein by reference.
(c) A copy of each of the fair market value opinions of H.J.
Gruy and Associates, Inc., J. R. Butler & Company and CIBC
Oppenheimer Corp. and the reserve report prepared by H.J.
Gruy and Associates Inc. with respect to the Partnership's
properties will be delivered to each limited partner with
the Supplement.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
(a) The information set forth in the Joint Proxy
Statement/Prospectus under the caption "The Proposals--Vote
Required" is incorporated herein by reference.
(b) Not applicable.
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO
THE ISSUER'S SECURITIES.
Not applicable.
<PAGE>
ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH
REGARD TO THE TRANSACTION.
(a) The information set forth in the Joint Proxy
Statement/Prospectus under the captions "The Proposals--Vote
Required" and "--Recommendation of the Managing General
Partner" is incorporated herein by reference.
(b) The information set forth in the Joint Proxy
Statement/Prospectus contained under the caption "The
Proposals--Recommendation of the Managing General Partner"
is incorporated herein by reference.
ITEM 13. OTHER PROVISIONS OF THE TRANSACTION.
(a) The information set forth in the Joint Proxy
Statement/Prospectus under the caption "The Proposals--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, 1997 and the Partnership's quarterly
report on Form 10-Q for the quarter ended March 31, 1998,
both of which will be delivered to the limited partners with
the Supplement.
(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 in the Joint Proxy
Statement/Prospectus under the caption "The
Proposals--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 opinions of H.J. Gruy and Associates,
Inc., J. R. Butler & Company and CIBC Oppenheimer Corp. and
the reserve reports of H.J. Gruy and Associates, Inc. are
incorporated herein by reference to the Supplement filed by
the Partnership on May 14, 1998, as may be amended from time
to time.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
<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: May 29, 1998 SWIFT ENERGY PENSION PARTNERS
1993-B, LTD.
SWIFT ENERGY COMPANY
as Managing General Partner of
Swift Energy Pension Partners
1993-B, Ltd.
/s/ Bruce H. Vincent
-----------------------------------
Senior Vice President
<PAGE>
