SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3/A
Amendment No. 1
Rule 13e-3 Transaction Statement
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934
and Rule 13e-3 thereunder)
Swift Energy Managed Pension Assets Partnership 1988-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.
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. [ ]
<PAGE>
Calculation of Filing Fee:
Transaction Valuation* Amount of Filing Fee**
$373,244 $74.65
* 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>
<TABLE>
<CAPTION>
Cross-Reference Sheet
Location of item(s) in
Item in Joint Proxy Statement/ Prospectus
Schedule 13E-3 or in the Supplement
- -------------- ---------------------------------------------------------
<S> <C>
1(a) *
1(b) "Partnership Business and Financial Condition--No Trading
Market" (Supplement)
1(c) "Partnership Business and Financial Condition--No Trading
Market" (Supplement)
1(d) "Partnership Business and Financial Condition--Cash
Distributions" (Supplement)
1(e) **
1(f) ***
2(a)-(f) *
3(a)-(b) "Partnership Business and Financial Condition--Transactions
Between the Managing General Partner and the Partnership"
(Supplement)
4(a) "Special Factors" (Supplement), "The Proposal," and under
the caption "Special Factors" the subcaptions" --Background
and Purpose of the Proposal," " --Proposed Purchase Price"
and " --Estimates of Liquidating Net Cash Distribution
Amount if the Proposal is Approved" (Joint Proxy
Statement/Prospectus)
4(b) **
5(a)-(b) "The Proposals" (Joint Proxy Statement/Prospectus)
5(c) "Comparison of Ownership of Units and Shares--Management
Control and Responsibility" (Joint Proxy State-
ment/Prospectus)
5(d) "Comparison of Ownership of Units and Shares--Cash
Distributions v. No Cash Dividends" (Joint Proxy
Statement/Prospectus)
5(e) "Comparison of Ownership of Units and Shares--Form of
Organization" (Joint Proxy Statement/Prospectus)
5(f) *
5(g) *
6(a) "Special Factors--Source of Funds to Purchase Partnership
Property Interests" (Joint Proxy Statement/Prospectus)
6(b) "Special Factors--Expenses" (Joint Proxy State-
ment/Prospectus)
6(c) "Special Factors--Source of Funds to Purchase Partnership
Property Interests" (Joint Proxy Statement/Prospectus)
6(d) **
7(a) "The Proposals--General" and "Special Factors--Purpose and
Effect of the Proposals" (Joint Proxy Statement/Prospectus)
and "Special Factors--Background and Purpose of the
Proposal" and "Special Factors--Reasons for the Proposal"
(Supplement)
7(b) "Special Factors--Consideration of Alternative Transactions"
(Joint Proxy Statement/Prospectus)
<PAGE>
Location of item(s) in
Item in Joint Proxy Statement/ Prospectus
Schedule 13E-3 or in the Supplement
- -------------- -------------------------------------------------------
7(c) "Special Factors--Reasons for the Proposal" (Supplement)
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 "Special Factors--Reasons for the
Proposal," "--Estimates of Liquidating Net Distribution
Amount," "--Estimates of Net Cash Distributions Available
from Continued Operations," and "--Fairness of Proposal of
Sale of Assets as Compared to Continuing Operations
(Supplement)
8(a) "Summary--Fairness of Proposed Sale" and "Special Factors
--Fairness of the Proposed Sale" (Joint Proxy Statement);
"Special Factors--Fairness of Proposal of Sale of Assets as
Compared to Continuing Operations (Supplement)
8(b) "Special Factors" (Supplement)
8(c) "Special Factors--Fairness of the Proposal of Sale of Assets
as Compared to Continuing Operations " (Supplement)
8(d) "Special Factors--Fairness of the Proposed Sale" (Joint
Proxy Statement/Prospectus)
8(e) "Special Factors--Fairness of the Proposed Sale" (Joint
Proxy Statement/Prospectus)
8(f) **
9(a)-(b) "Special Factors--Collective Analysis of Purchase Price"
(Supplement); 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. (attachments to Supplement)
9(b)(1) "Special Factors--Independent Appraisal of the Fair Market
Value of Property Interests of the Partnership (Joint Proxy
Statement/Prospectus)
9(b)(2) "Special Factors--Qualifications of Appraisers (Joint Proxy
Statement/Prospectus)
9(b)(3) "Special Factors--Independent Appraisal of the Fair Market
Value of Property Interests of the Partnership (Joint Proxy
Statement/Prospectus)
9(b)(4) "Special Factors--Prior Relationships between the
Appraisers, the Partnerships and the Managing General
Partner (Joint Proxy Statement/Prospectus)
9(b)(5) "Special Factors--Independent Appraisal of the Fair Market
Value of Property Interests of the Partnerships," "Special
Factors--Collective Analysis of Purchase Price," "Special
Factors--Determination of Premium over Fair Market Value by
the Company," and "Special Factors--Fairness of Proposed
Sale" ( Joint Proxy Statement/Prospectus)
<PAGE>
Location of item(s) in
Item in Joint Proxy Statement/ Prospectus
Schedule 13E-3 or in the Supplement
- -------------- ----------------------------------------------------------
9(b)(6) "Special Factors--Independent Appraisal of the Fair Market
Value of Property Interests of the Partnerships," "Special
Factors--Valuation by Petroleum Energy Consultants,"
"Special Factors--Valuation by CIBC Oppenheimer" and
"Special Factors--Collective Analysis of Purchase Price"
(Joint Proxy Statement/Prospectus)
9(c) "Special Factors--Valuation by CIBC Oppenheimer-- Valuation
Letters of CIBC Oppenheimer" (Joint Proxy
Statement/Prospectus); 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. (attachments to Supplement)
10(a) "Partnership Business and Financial Condition-- Principal
Holders of Investor Units" (Supplement)
10(b) **
11 **
12(a) *
12(b) "Summary-- Managing General Partner's Recommendation" and
"The Proposals--Recommendation of the Managing General
Partner" (Joint Proxy Statement/Prospectus)
13(a) "Summary--No Appraisal or Dissenters' Rights Provided;
Investor Lists" (Joint Proxy Statement/Prospectus)
13(b) "Special Factors--No Appraisal or Dissenters' Rights
Provided; Investor Lists" and "Risk Factors--Lack of
Independent Representation" (Joint Proxy State-
ment/Prospectus)
13(c) **
14(a) ***
14(b) **
15(a) "The Proposals--Solicitation" (Joint Proxy State-
ment/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.
(Attachments to Supplement)
17(c) **
17(d) **
17(e) **
17(f) **
</TABLE>
* The Item's response is in the Schedule 13E-3.
** 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 oil
and gas assets to the Managing General Partner and liquidate the Partnership
(the "Transaction"). The Managing General Partner of the Partnership filed
Amendment No. 3 to Registration Statement on Form S-4 on July 29, 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) The name of the Issuer and address of its principal executive
offices is: Swift Energy Managed Pension Assets Partnership
1988-A, Ltd.
16825 Northchase Dr., Suite 400 Houston, Texas 77060
(b) The information set forth under the caption "Partnership Business
and Financial Condition--No Trading Market" in the Supplement is
incorporated herein by reference regarding the title, the amount
outstanding and the number of holders of record of units of
limited partnership interests (the "Units").
(c) The information set forth under the caption "Partnership Business
and Financial Condition--No Trading Market" in the Supplement is
incorporated herein by reference.
(d) The information set forth under the caption "Partnership Business
and Financial Condition--Cash Distributions" in the Supplement is
incorporated herein by reference.
(e) There has been no offering, registered or exempt, of limited
partnership units of the Partnership in the past three years.
(f) The chart below sets forth information regarding the purchase of
Units by the Managing General Partner pursuant to the right of
presentment under the Partnership's Limited Partnership Agreement
during the Partnership's fiscal years 1996 and 1997. No such
purchases have been made during 1998. 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 Price Per Unit
- -------------- ---------- -------------------- --------------
<S> <C> <C> <C>
September 30, 1996 720 $7,041.62 $9.78
December 31, 1996 140 $1,310.87 $9.36
September 30, 1997 480 $4,614.00 $9.61
</TABLE>
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(f) This statement is being filed by Swift, which is the Managing
General Partner of the Partnership. Swift is also the proposed
purchaser of substantially all the assets of the Partnership.
Swift is an independent oil and gas company whose principal
business is in the exploration, development, acquisition and
operation of oil and gas properties, with a focus on U.S. onshore
<PAGE>
natural gas reserves. Swift's principal executive offices are
located at 16825 Northchase Drive, Suite 400, Houston, Texas
77060. The information set forth in the Joint Proxy
Statement/Prospectus under the caption "Management" is
incorporated herein by reference. None of the executive officers
or directors of the Managing General Partner has, during the last
five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or has been 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 in the Supplement under the caption
"Partnership Business and Financial Condition--Transactions
Between the Managing General Partner and the Partnership" is
incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a) The information set forth in the Joint Proxy Statement/Prospectus
under the caption "The Proposal" and in the Supplement under the
captions "Special Factors--Background and Purpose of the
Proposal," "Special Factors--Proposed Purchase Price" and
"Special Factors--Estimates of Liquidating Net Cash Distribution
Amount if the Proposal is Approved" is incorporated herein by
reference.
(b) There are no terms or arrangements concerning the Transaction
which are not identical for the security holders of the same
class of securities of the Partnership.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
(a)-(b) The information set forth in the Joint Proxy Statement/Prospectus
under the captions "The Proposals" and "Investor Election to
Participate in Offering of 2,500,00 Shares of Common Stock to
Eligible Purchasers" is incorporated herein by reference.
(c) No change in management of the Partnership will occur as the
Partnership will be dissolved if the Proposal is approved. If
limited partners elect to take Common Stock if the Proposal is
approved, the information set forth in the Joint Proxy Statement
Prospectus under "Comparison of Ownership of Units and
Shares--Management Control and Responsibility" is incorporated
herein by reference.
(d) The information set forth in the Joint Proxy Statement/Prospectus
under the caption "Comparison of Ownership of Units and
Shares--Cash Distributions v. No Cash Dividends is incorporated
herein by reference.
(e) The information set forth in the Joint Proxy Statement/Prospectus
under the caption "Comparison of Ownership of Units and
Shares--Form of Organization" is incorporated herein by
reference.
(f) If limited partners approve the proposal contained in the Joint
Proxy Statement/Proposal and the Supplement and the Partnership
is liquidated and dissolved, the Partnership will become eligible
for suspension of reporting requirements and termination of
registration under the Exchange Act.
(g) The Partnership does not currently have an obligation to file
reports pursuant to Section 15(d) of the Act.
<PAGE>
ITEM 6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The information set forth in the Joint Proxy Statement/Prospectus
under the caption "Special Factors--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 --Expenses" is incorporated
herein by reference.
(c) The information set forth in the Joint Proxy Statement/Prospectus
under the caption "Special Factors --Source of Funds to Purchase
Partnership Property Interests" is incorporated herein by
reference.
(d) The identity of the Company's bank is not required, as Section
13(d) or 14(d) is not applicable to the Transaction.
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
(a) The information set forth in the Joint Proxy Statement/Prospectus
under the caption "The Proposals--General" and "Special
Factors--Purpose and Effect of the Proposals" and particularly in
the Supplement under the captions "Special Factors--Background
and Purpose of the Proposal" and "Special Factors--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 --Consideration of Alternative
Transactions" is incorporated herein by reference.
(c) The information set forth in the Supplement under the caption
"Special Factors--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 "Special Factors," particularly subcaptions
"--Reasons for the Proposal," "--Estimates of Liquidating Net
Distribution Amount is the Proposal is Approved," "--Estimates of
Net Cash Distributions Available from Continued Operations" and
"--Fairness of Proposal of Sale of Assets as Compared to
Continuing Operations" is incorporated herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a) The information set forth in the Joint Proxy Statement/Prospectus
under the captions "Summary--Fairness of Proposed Sale" and
"Special Factors--Fairness of Proposed Sale," and in the
Supplement under the caption "Special Factors--Fairness of
Proposal of Sale of Assets as Compared to Continuing Operations"
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
"Special Factors" is incorporated herein in its entirety by
reference.
(c) The information set forth in the Supplement under the caption
"Special Factors--Fairness of Proposal of Sale of Assets as
Compared to Continuing Operations" of the Supplement is
incorporated herein by reference.
(d) The information set forth in the Joint Proxy Statement/Prospectus
under the caption "Special Factors --Fairness of 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
<PAGE>
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--Fairness
of Proposed Sale" is incorporated herein by reference.
(f) No firm offers of which the Partnership or the Managing General
Partner is aware has been made during the preceding 18 months for
(a) the merger or consolidation of the Partnership into or with
the Partnership, (B) the sale or other transfer of all or any
substantial part of the assets of the Partnership, or (C)
securities of the Partnership which would enable the holder
thereof to exercise control of the Partnership.
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--Collective Analysis of
Purchase Price"; 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 are incorporated
herein by reference.
(b)(1) The information set forth in the Joint Proxy Statement/Prospectus
under the caption "Special Factors--Independent Appraisal of the
Fair Market Value of Property Interests of the Partnerships" is
incorporated herein by reference.
(b)(2) The information set forth in the Joint Proxy Statement/Prospectus
under the caption "Special Factors-- Qualifications of
Appraisers" is incorporated herein by reference.
(b)(3) The information set forth in the Joint Proxy Statement/Prospectus
under the caption "Special Factors--Independent Appraisal of the
Fair Market Value of Property Interests of the Partnerships" is
incorporated herein by reference.
(b)(4) The information set forth in the Joint Proxy Statement/Prospectus
under the caption "Special Factors--Prior Relationships between
the Appraisers, the Partnerships and the Managing General
Partner" is incorporated herein by reference.
(b)(5) The information set forth in the Joint Proxy Statement/Prospectus
under the caption "Special Factors--Independent Appraisal of the
Fair Market Value of Property Interests of the Partnerships,"
"Special Factors--Collective Analysis of Purchase Price,"
"Special Factors--Determination of Premium over Fair Market Value
by the Company" and "Special Factors--Fairness of Proposed Sale"
is incorporated herein by reference.
(b)(6) The information set forth in the Joint Proxy Statement/Prospectus
under the caption "Special Factors--Independent Appraisal of the
Fair Market Value of Property Interests of the Partnerships,"
"Special Factors--Valuation by Petroleum Energy Consultants,"
"Special Factors--Valuation by CIBC Oppenheimer" and "Special
Factors--Collective Analysis of Purchase Price" is incorporated
herein by reference.
(c) The information set forth in the Joint Proxy Statement/Prospectus
under the caption "Special Factors--Valuation by CIBC
Oppenheimer--Valuation Letters of CIBC Oppenheimer" is
incorporated herein by reference. 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 Supplement under the caption
"Partnership Business and Financial Condition--Principal Holders
of Investor Units" is incorporated herein by reference.
<PAGE>
(b) No transaction in the securities of the Partnership has taken
place in the last 60 days by any executive officers or directors
of Swift.
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE
ISSUER'S SECURITIES.
No contract, arrangement, understanding or relationship exists
between Swift or its executive officers or directors and any
person in connection with the Transaction with respect to the
securities of the Partnership.
ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH
REGARD TO THE TRANSACTION.
(a) The executive officers, directors and affiliates of Swift own no
interests in any of the Partnerships and consequently have no
intention regarding voting upon the Proposal. The Transaction
does not involve the tender or sale of interests in the Partner-
ship.
(b) The recommendation of Swift, acting through its executive
officers and directors as to the Transaction is set forth in the
Joint Proxy Statement/Prospectus under the captions
"Summary--Managing General Partner's Recommendation" and "The
Proposals--Recommendation of the Managing General Partner."
ITEM 13. OTHER PROVISIONS OF THE TRANSACTION.
(a) The information set forth in the Joint Proxy Statement/Prospectus
under the caption "Summary--No Appraisal or Dissenters' Rights
Provided; Investor Lists" is incorporated herein by reference.
(b) The information set forth in the Joint Proxy Statement/Prospectus
under the caption "Special Factors--No Appraisal or Dissenters'
Rights Provided; Investor Lists" and "Risk Factors--Lack of
Independent Representation" is incorporated herein by reference.
(c) The Transaction does not involve the exchange of any debt
securities.
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 reports on Form
10-Q for the quarter ended June 30, 1998, which will be delivered
to the limited partners with the Supplement.
(b) Because if the Proposal is approved by limited partners the
Partnership will be dissolved, pro forma data on the effect of
the Transaction on the Partnership would not be meaningful or
material.
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.
<PAGE>
ITEM 16. ADDITIONAL INFORMATION.
No additional material information is necessary to make the
required statements, in light of the circumstances under which
they are made, not materially misleading.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
(a) There is no loan agreement of the type referred to in Item 6 of
this Schedule.
(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 July
29, 1998, as it may be amended from time to time.
(c) There are no contracts, arrangements, understandings or
relationships of the type referred to in Item 11 of this
Schedule.
(d) There are no disclosure materials of the type furnished to
security holders in connection with the Transaction pursuant to
Rule 13e-3(d).
(e) There are no appraisal rights or procedures for exercising such
appraisal rights as referred to in Item 13(a) of this Schedule.
(f) All solicitation of or recommendations to security holders
referred to in Item 15(b) will not be made by or on behalf of the
Partnership.
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 13, 1998 SWIFT ENERGY MANAGED PENSION ASSETS
PARTNERSHIP 1988-A, LTD.
SWIFT ENERGY COMPANY
as Managing General Partner of
Swift Energy Managed Pension Assets
Partnership 1988-A, Ltd.
/s/ Bruce H. Vincent
-----------------------------------
Bruce H. Vincent
Senior Vice President
<PAGE>
