SCHEDULE 13E-3
(RULE 13E-100)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 1990-B, LTD.
(Name of the Issuer)
SWIFT ENERGY COMPANY
SWIFT ENERGY MANAGED PENSION ASSETS PARTNERSHIP 1990-B, LTD.
(Name of Person(s) Filing Statement)
LIMITED PARTNERSHIP UNITS
(Title of Class of Securities)
None
(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 Person(s) 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):
[X] (a) The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
[ ] (b) The filing of a registration statement under the Securities Act of
1933.
[ ] (c) A tender offer.
[ ] (d) None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies. [X]
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CALCULATION OF FILING FEE:
Transaction Valuation* Amount of Filing Fee**
$769,502 $153.90
* This valuation is for purposes of calculating the fee only. The filing fee
was calculated pursuant to Rule 0-11 of the Securities and Exchange Act of
1934, and is based on the amount to be paid to the partnership to purchase
all of its oil and gas assets, as set forth in the proposal contained in
the proxy statement to be submitted to limited partners 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: $153.90
Form or Registration No.: Schedule 14A
Filing Party: Swift Energy Managed Pension Assets
Partnership 1990-B, Ltd.
Date Filed: January 20, 2000
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CROSS-REFERENCE SHEET
---------------------
Item in Location of Items in
Schedule 13E-3 the Proxy Statement
- --------------- ------------------------------------------------------------
1(a) *
1(b) "The Proposal--General" and "Voting on the Proposal--Vote
Required; Principal Holders"
1(c) "The Partnership--No Trading Market"
1(d) "The Proposal--Purpose and Effect of the Proposal," "The
Proposal--Reasons for the Proposal--Declining Cash
Distributions" and "The Partnership--Cash Distributions"
1(e) **
1(f) *
2(e)-(f) *
3(a)-(b) "The Proposal--Consideration of Alternative Transactions"
and "The Partnership--Transactions Between Swift and the
Partnership"
4(a) "The Proposal--Proposal to Sell the Partnership's Oil and
Gas Assets," "--Simultaneous Proposals," "--Consequences of
the Partnership not Approving the Proposal," "--Possible
Purchase of Properties by Swift," "--Steps to Implement the
Proposal" and "Special Factors Related to Possible Purchase
by Swift"
4(b) **
5(a)-(e) "The Proposal--Purpose and Effect of the Proposal" and
"--Steps to Implement the Proposal"
5(f)-(g) *
6(a) "Special Factors Related to Possible Purchase of Properties
by Swift--Purchase Price Based on Appraisal," "--Methodology
of Determining Fair Market Value" and "--Findings and
Recommendations of the Appraiser"
6(b) "The Proposal--Estimated Selling Costs"
6(c) *
6(d) **
7(a) "Special Factors Related to Possible Purchase of Properties
by Swift--Purpose and Effect of Possible Property Purchase
by Swift" and "The Proposal--Purpose and Effect of the
Proposal"
7(b) "The Proposal--Consideration of Alternative Transactions"
7(c) "Special Factors Related to Possible Purchase of Properties
by Swift--Reasons for Inability to Sell Assets to Third
Parties," "--Purchase Price Based on Appraisal," "--Reasons
for Possible Sale of Property Interest to Swift,"
"--Fairness of any Possible Purchase of Property Interests
by Swift," and "The Proposal--Simultaneous Proposals"
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Item in Location of Items in
Schedule 13E-3 the Proxy Statement
- --------------- ------------------------------------------------------------
7(d) "Special Factors Related to Possible Purchase of Properties
by Swift--Purpose and Effect of any Possible Purchase of
Property Interests by Swift," "--Benefits to Swift," "The
Proposal--Timing of Asset Sales of the Proposal is
Approved," "--Purpose and Effect of the Proposal"
"--Comparison of Investors' Estimated Cash Distributions
from Proposed Property Sales Versus Continuing Operations"
and "Federal Income Tax Consequences"
8(a) "Special Factors Related to Possible Purchase of Property
Interests by Swift--Fairness of any Possible Purchase of
Property Interests by Swift"
8(b) "Special Factors Related to Possible Purchase of Property
Interests by Swift--Fairness of any Possible Purchase of
Property Interests by Swift"
8(c) "Voting on the Proposal--Vote Required; Principal Holders"
8(d) "Risk Factors--No independent representative will be
retained for investors" and "Special Factors Related to
Possible Purchase of Properties by Swift--Fairness of any
Possible Purchase of Property Interests by Swift"
8(e) *
8(f) **
9(a) "Special Factors Related to Possible Purchase of Properties
by Swift--Purchase Price Based on Appraisal," "--Conflicts
of Interest," "The Partnership--Principal Assets," and the
reserve report by H.J. Gruy and Associates attached to the
proxy statement
9(b)(1) "Special Factors Related to Possible Purchase of Properties
by Swift--Purchase Price Based on Appraisal"
9(b)(2) "Special Factors Related to Possible Purchase of Properties
by Swift--Qualifications of Appraisers"
9(b)(3) "Special Factors Related to Possible Purchase of Properties
by Swift--Methodology of Determining Purchase Price"
9(b)(4) "Special Factors Related to Possible Purchase of Properties
by Swift--Prior Relationships Between the Appraisers, the
Partnerships and Swift"
9(b)(5) "Special Factors Related to Possible Purchase of Properties
by Swift--Methodology of Determining Fair Market Value"
9(b)(6) "Special Factors Related to Possible Purchase of Properties
by Swift--Methodology of Determining Fair Market Value" and
"--Findings and Recommendations of the Appraiser"
9(c) "Special Factors Related to Possible Purchase of Properties
by Swift--Findings and Recommendations of the Appraiser"
10(a) "Voting on the Proposal--Vote Required; Principal Holders"
10(b) **
11 **
12(a) "Voting on the Proposal--Vote Required; Principal Holders"
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Item in Location of Items in
Schedule 13E-3 the Proxy Statement
- --------------- ------------------------------------------------------------
12(b) "The Proposal--Recommendation of the Managing General
Partner"
13(a) "Risk Factors--You will have no appraisal or dissenters'
rights" and "Voting on the Proposal--No Appraisal or
Dissenters' Rights Provided"
13(b) "The Partnership--Investor Lists" and "--Books and Records"
13(c) **
14(a) *
14(b) **
15(a) "Voting on the Proposal--Solicitation"
15(b) **
16 **
17(a) *
17(b) The reserve report of H.J. Gruy and Associates, Inc. dated
February 4, 1999, which is attached as an exhibit to the
proxy statement
17(c) **
17(d) **
17(e) **
17(f) **
- --------------------
* The Item's response is in the Schedule 13E-3.
** The Item is not applicable or the answer thereto is in the negative.
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This Schedule 13E-3 is being filed by Swift Energy Company, a Texas
corporation, in its capacity as Managing General Partner of Swift Energy Managed
Pension Assets Partnership 1990-B, Ltd., pursuant to Section 13(e) of the
Securities and Exchange Act of 1934, as amended, and Rule 13e-3 thereunder in
connection with the solicitation by the partnership of proxies from the limited
partners of the partnership. The purpose of the proxy solicitation is to obtain
the approval to sell substantially all of the partnership's oil and gas assets
to third parties, either through public auction or negotiated sales, and then
liquidate the partnership, the "proposal." If either of these two methods of
sale fail, Swift may purchase some or all of the partnership's oil and gas
assets. Swift in its capacity as the Managing General Partner of the partnership
filed a preliminary proxy statement with the Securities and Exchange Commission,
"SEC" on January 20, 2000, pursuant to Regulation 14A. The preceding
cross-reference sheet, prepared pursuant to General Instruction F to Schedule
13E-3, shows the location in the proxy statement of the information required to
be included in response to the items of Schedule 13E-3. The information
contained in the proxy statement, including all exhibits thereto, as may be
amended, the "proxy statement" is expressly and hereby incorporated herein by
reference and the responses to each item are qualified in their entirety by
reference to such information.
ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO TRANSACTION.
(a) The name of the issuer and address of its principal
executive offices is: Swift Energy Managed Pension Assets
Partnership 1990-B, Ltd., 16825 Northchase Drive, Suite 400
Houston, Texas 77060
(b) The information set forth in the proxy statement under the
captions "The Proposal--General" and "Voting on the
Proposal--Vote Required; Principal Holders" is incorporated
herein by reference regarding the title, the amount
outstanding and the number of holders of record of units of
limited partnership, the "Units."
(c) The information set forth under the caption "The
Partnership--No Trading Market" in the proxy statement is
incorporated herein by reference.
(d) The information set forth in the proxy statement under the
captions "The Proposal--Purpose and Effect of the Proposal,"
"--Reasons for the Proposal--Declining Cash Distributions"
and "The Partnership--Cash Distributions" is incorporated
herein by reference.
(e) There has been no offering, registered or exempt, of Units
of the partnership in the past three years.
(f) The chart below sets forth information regarding the
purchase of Units by Swift pursuant to the right of
presentment set forth in the partnership's limited
partnership agreement during the partnership's fiscal years
1997, 1998 and through September 30, 1999. No executive
officer or director of Swift and no person controlling Swift
has purchased any Units during the periods indicated.
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<TABLE>
<CAPTION>
FISCAL YEAR ENDING # OF UNITS TOTAL PURCHASE PRICE PRICE PER UNIT
------------------ ---------- -------------------- --------------
<S> <C> <C> <C>
12/31/97 160 $4,780.45 $29.88
12/31/98 -0- $ -0- $ -0-
Through 09/30/99 -0- $ -0- $ -0-
</TABLE>
ITEM 2. IDENTITY AND BACKGROUND.
(e)-(f) This statement is being filed by Swift Energy Company, a
Texas corporation and the Managing General Partner of the
partnership and by the partnership itself, Swift Energy
Managed Pension Assets Partnership 1990-B, Ltd. If Swift is
unable to sell all of the partnership's assets to third
parties by auction or in negotiated sales, Swift may
purchase some or even substantially all the assets of the
partnership. Swift is an independent oil and gas company
whose principal business is the development, exploration,
acquisition and operation of oil and gas properties, with a
focus on U.S. onshore natural gas reserves. Swift's
principal executive offices are located at 16825 Northchase
Drive, Suite 400, Houston, Texas 77060. 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. All of the executive officers and
directors of Swift are citizens of the United States.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
(a)-(b) The information set forth in the proxy statement under the
captions "The Proposal--Consideration of Alternative
Transactions" and "The Partnership--Transactions Between
Swift and the Partnership" is incorporated herein by
reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a) The information set forth in the proxy statement under the
captions "The Proposal--Proposal to Sell the Partnership's
Oil and Gas Assets," "--Timing of Asset Sales if the
Proposal is Approved," "--Simultaneous Proposals,"
"--Consequences of the Partnership not Approving the
Proposal," "--Steps to Implement the Proposal" and "Special
Factors Related to Possible Purchase by Swift" is
incorporated herein by reference.
(b) There are no terms or arrangements concerning the proposal
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)-(e) The information set forth in the proxy statement under the
captions "The Proposal--Purpose and Effect of the Proposal"
and "--Steps to Implement the Proposal" is incorporated
herein by reference.
(f)-(g) If limited partners approve the proposal contained in the
proxy statement 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.
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ITEM 6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The information set forth in the proxy statement under the
caption "Special Factors Related to Possible Purchase of
Properties by Swift--Purchase Price Based on Appraisal" and
"--Methodology of Determining Fair Market Value" is
incorporated herein by reference. In the event Swift does
purchase any or all of the partnership's assets, Swift
anticipates using funds from its working capital or drawing
upon its credit facility. At September 30, 1999, Swift's
working capital was approximately $36.6 million and its cash
and cash equivalents totalled approximately $42.1 million at
the same date.
(b) The information set forth in the proxy statement under the
caption "The Proposal--Estimated Selling Costs" is
incorporated herein by reference.
(c) Swift has a $250.0 million revolving credit facility with a
syndicate of ten banks, comprised of Bank One, Texas,
National Association, which is also the administrative agent
for the lenders, Bank of Montreal, Bank of Scotland, Bank of
America, N.A., Sanwa Bank, Limited, CIBC, Inc., The First
Union National Bank, Credit Lyonnais, ABN AMRO Bank, N.V.
and Societe Generale. At September 30, 1999, Swift had no
outstanding borrowings, as previous borrowings had been
repaid in full during August with proceeds from its third
quarter concurrent public offerings of senior subordinated
notes and common stock. At December 31, 1998, Swift had
outstanding borrowings of $146.2 million under its borrowing
arrangements. At September 30, 1999, the credit facility
consisted of a $250.0 million revolving line of credit with
a $140 million borrowing base. The interest rate is either
(a) the lead bank's prime rate, 8.25% at September 30, 1999,
or (b) the adjusted London Interbank Offered Rate plus the
applicable margin depending on the level of outstanding
debt. The applicable margin is based on Swift's ratio of
outstanding balance on the credit facility to the last
calculated borrowing base.
The terms of the credit facility include, among other
restrictions, a limitation on the level of Swift's cash
dividends, not to exceed $2.0 million in any fiscal year,
requirements as to maintenance of certain minimum financial
ratios (principally pertaining to working capital, debt, and
equity ratios), and limitations on incurring other debt.
Since inception, no cash dividends have been declared on
Swift's common stock. Swift is currently in compliance with
the provisions of this agreement. The borrowing base is
redetermined at least every six months and is currently
under its November review, which has not been completed as
of the date of this Schedule. Swift has requested that the
credit facility be reduced from $250.0 million to $225.0
million and that the $140.0 million borrowing base be
reduced to $100.0 million. The reduction in the borrowing
base has been requested in order to reduce the amount of
commitment fees paid on this facility. By its terms, the
credit facility extends until August 2002.
(d) The identity of the Company's banks is not required, as
neither Section 13(d) nor 14(d) is applicable to the
proposal.
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
(a) The information set forth in the proxy statement under the
caption "Special Factors Related to Possible Purchase of
Properties by Swift--Purpose and Effect of Possible Property
Purchase by Swift" and "The Proposal--Purpose and Effect of
the Proposal" is incorporated herein by reference.
(b) The information set forth in the proxy statement under the
caption "The Proposal--Consideration of Alternative
Transactions" is incorporated herein by reference.
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(c) The information set forth in the proxy statement under the
captions "Special Factors Related to Possible Purchase of
Properties by Swift--Reasons for Inability to Sell Assets to
Third Parties," "--Purchase Price Based on Appraisal,"
"--Reasons for Possible Sale of Property Interest to Swift,"
"--Fairness of any Possible Purchase of Property Interests
by Swift," and "The Proposal--Simultaneous Proposals" is
incorporated herein by reference.
(d) The information set forth in the proxy statement under the
captions "Special Factors Related to Possible Purchase of
Properties by Swift--Purpose and Effect of any Possible
Purchase of Property Interests by Swift," "--Benefits to
Swift," "The Proposal--Timing of Asset Sales of the Proposal
is Approved," "--Purpose and Effect of the Proposal"
"--Comparison of Investors' Estimated Cash Distributions
from Proposed Property Sales Versus Continuing Operations"
and "Federal Income Tax Consequences" is incorporated herein
by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a) The information set forth in the proxy statement under the
caption "Special Factors Related to Possible Purchase of
Property Interests by Swift--Fairness of any Possible
Purchase of Property Interests by Swift" is incorporated
herein by reference.
(b) The information set forth in the proxy statement under the
caption "Special Factors Related to Possible Purchase of
Property Interests by Swift--Fairness of any Possible
Purchase of Property Interests by Swift" is incorporated
herein by reference. Several factors listed in the
instruction to Item 8(b) of Schedule 13E-3 were not
considered in assessing the fairness of the proposal because
of their inapplicability to a finite life entity such as the
partnership. There is no trading market for Units in the
partnership, and, therefore, no comparison to be made with
current market prices or historical market prices for such
interests. Likewise, "going concern" and "liquidation value"
are applicable only to a continuing life entity, and there
is no going concern value to the partnership. Liquidation
value of the partnership was not considered, because for an
oil and gas partnership, the more appropriate value is
considered to be oil and gas reserve values, production
quantities and the appraisals of the value of the
partnership's properties. Swift believes that net book value
is a corporate measure and not one applicable to the
partnership.
(c) The information set forth in the proxy statement under the
caption "Voting on the Proposal--Vote Required; Principal
Holders" is incorporated herein by reference.
(d) The information set forth in the proxy statement under the
captions "Risk Factors--No independent representative will
be retained for investors: and "Special Factors Related to
Possible Purchase of Properties by Swift--Fairness of any
Possible Purchase of Property Interests by Swift" is
incorporated herein by reference. No unaffiliated
representative has been retained by a majority of the
non-employee directors of Swift to act on their behalf for
the purpose of negotiating terms or preparing a report
concerning the fairness of the proposal.
(e) The actions taken by Swift, acting in the capacity as
Managing General Partner of the partnership in connection
with the proposal, have been approved by Swift's board of
directors. A majority of the nonemployee directors of Swift
voted in favor of such actions.
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(f) No firm offers of which the partnership or Swift is aware
have been made during the preceding 18 months by any
unaffiliated person for (a) the merger or consolidation of
the partnership into or with such person or of such person
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) The information set forth in the proxy statement under the
captions "Special Factors Related to Possible Purchase of
Properties by Swift--Purchase Price Based on Appraisal,"
"--Conflicts of Interest" and in the reserve report dated
February 4, 1999, prepared as of December 31, 1998, and
audited by H. J. Gruy and Associates, which is attached to
the proxy statement, is incorporated herein by reference.
(b)(1) The information set forth in the proxy statement under the
caption "Special Factors Related to Possible Purchase of
Properties by Swift--Purchase Price Based on Appraisal" is
incorporated herein by reference.
(b)(2) The information set forth in the proxy statement under the
caption "Special Factors Related to Possible Purchase of
Properties by Swift--Qualifications of Appraisers" is
incorporated herein by reference.
(b)(3) The information set forth in the proxy statement under the
caption "Special Factors Related to Possible Purchase of
Properties by Swift--Methodology of Determining Fair Market
Value" is incorporated herein by reference.
(b)(4) The information set forth in the proxy statement under the
caption "Special Factors Related to Possible Purchase of
Properties by Swift--Prior Relationships Between the
Appraisers, the Partnerships and Swift" is incorporated
herein by reference.
(b)(5) The information set forth in the proxy statement under the
captions "Special Factors Related to Possible Purchase of
Properties by Swift--Purchase Price Based on Appraisal" and
"--Methodology of Determining Fair Market Value" is
incorporated herein by reference.
(b)(6) The information set forth in the proxy statement under the
captions "Summary--Special Factors Related to Possible
Purchase of Properties by Swift--Appraiser to Set Fair
Market Value," "Special Factors Related to Possible Purchase
of Properties by Swift--Methodology of Determining Fair
Market Value" and "--Findings and Recommendations of the
Appraiser" is incorporated herein by reference.
(c) The information set forth in the proxy statement under the
caption "Special Factors Related to Possible Purchase of
Properties by Swift--Findings and Recommendations of the
Appraiser."
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
(a) The information set forth in the proxy statement under the
caption "Voting on the Proposal--Vote Required; Principal
Holders" is incorporated herein by reference. None of the
officers or directors of Swift own any interests in the
partnership.
(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.
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ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO
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 proposal with respect
to the securities of the partnership.
ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH
REGARD TO THE TRANSACTION.
(a) The information set forth in the proxy statement under the
caption "Voting on the Proposal--Vote Required; Principal
Holders" is incorporated herein by reference. The executive
officers, directors and affiliates of Swift own no interests
in the partnership and consequently have no intention
regarding voting upon the proposal. The proposal does not
involve the tender or sale of interests in the partnership.
(b) The recommendation of Swift, acting through its executive
officers and directors, as to the proposal is set forth in
the proxy statement under the caption "The
Proposal--Recommendation of the Managing General Partner"
and is incorporated herein by reference.
ITEM 13. OTHER PROVISIONS OF THE TRANSACTION.
(a) The information set forth in the proxy statement under the
captions "Risk Factors--You will have no appraisal or
dissenters' rights" and "Voting on the Proposal--No
Appraisal or Dissenters' Rights Provided" is incorporated
herein by reference.
(b) The information set forth in the proxy statement under the
captions "The Partnership--Investor Lists" and "--Books and
Records" is incorporated herein by reference.
(c) The proposal 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, 1998, and the partnership's
quarterly reports on Form 10-Q for the quarter ended
September 30, 1999.
(b) If the proposal is approved by limited partners, the
partnership will be dissolved. Pro forma data on the effect
of the liquidation and dissolution on the partnership would
not be meaningful.
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.
(a) The information set forth in the proxy statement under the
caption "Voting on the Proposal--Solicitation" is
incorporated herein by reference.
(b) No person other than those described in the response to Item
15(a) has been or will be retained or compensated to make
solicitations or recommendations in connection with the
proposed liquidation and dissolution.
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.
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ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
(a) Credit Agreement among Swift Energy Company and Bank One,
Texas, National Association as administrative agent, Bank of
Montreal as syndication agent, and Nationsbank, N.A. as
documentation agent and the lenders signatory thereto dated
August 18, 1998, is incorporated by reference from Exhibit
10.3 of Swift Energy Company's Quarterly Report on Form 10-Q
filed for the quarterly period ended September 30, 1998.
First and Second Amendments to Credit Agreement among Swift
Energy Company and Bank One, Texas, National Association as
administrative agent, Bank of Montreal as syndication agent,
and Nationsbank, N.A. as documentation agent and the lenders
signatory hereto dated September 30, 1998, and December 31,
1998, are incorporated by reference from Exhibit 10.4 of
Swift Energy Company Annual Report on Form 10-K filed for
the fiscal year ended December 31, 1998.
(b) The reserve report of H.J. Gruy and Associates, Inc. dated
February 4, 1999, is incorporated herein by reference to the
proxy statement filed by the partnership on January 20,
2000, 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 proposal 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) It is not anticipated that any written instruction, form or
other material will be furnished to the persons making the
actual oral solicitation or recommendation referred to in
Item 15(b).
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: January 20, 2000 SWIFT ENERGY MANAGED PENSION
ASSETS PARTNERSHIP 1990-B, LTD.
By: SWIFT ENERGY COMPANY
Managing General Partner
By: /s/ Bruce H. Vincent
--------------------------------------
Bruce H. Vincent
Senior Vice President
SWIFT ENERGY COMPANY
By: /s/ Bruce H. Vincent
--------------------------------------
Bruce H. Vincent
Senior Vice President
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