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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) April 7, 1999
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SOUTHWESTERN ENERGY COMPANY
(Exact name of registrant as specified in its charter)
Arkansas 1 - 8246 71-0205415
(State of incorporation (Commission (I.R.S. Employer
or organization) File Number) Identification No.)
1083 Sain Street, P.O. Box 1408, Fayetteville, Arkansas 72702-1408
(Address of principal executive offices, including zip code)
(501) 521-1141
(Registrant's telephone number, including area code)
No Change
(Former name, former address and former fiscal year; if changed
since last report)
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<PAGE>
Item 5.
Other Events
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Reference is made to the press release issued April 7, 1999, filed herewith
as Exhibit 1.
Item 7.(c)
Exhibits Reference
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(1) Press release dated April 7, 1999 p. 3
SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
SOUTHWESTERN ENERGY COMPANY
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(Registrant)
DATE: April 7, 1999 BY: /s/ GREGORY D. KERLEY
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Gregory D. Kerley
Senior Vice President -- Finance
and Chief Financial Officer
NEWS RELEASE
For Further Information Contact:
Greg D. Kerley
Senior Vice President and
Chief Financial Officer
(501) 521-1141
SOUTHWESTERN ENERGY COMPANY EXTENDS AND AMENDS
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SHARE PURCHASE RIGHTS PLAN
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Fayetteville, Arkansas -- April 7, 1999...Southwestern Energy Company
(NYSE: SWN) announced today that its Board of Directors approved certain
amendments to the Company's Share Purchase Rights Plan, including an extension
of the Plan for an additional 10 years. The Rights Plan, originally adopted in
May 1989, will now expire on April 11, 2009.
Each certificate for outstanding shares of Southwestern Energy common
stock represents, and will continue to represent, an equal number of Rights,
which are not currently exercisable. The amended Plan specifies that if a third
party or group acquires 15% or more of Southwestern Energy common stock (other
than pursuant to a tender offer for all outstanding shares on terms approved by
the Board of Directors) or if the Board determines that a person or group that
has acquired 10% of the common stock presents a threat to the long-term best
interests of the Company or its stockholders, the Rights will become exercisable
and the Rights holders (other than such triggering acquiror) will be entitled to
purchase for the $40 exercise price Southwestern Energy common stock with a
market value of $80. Similarly, if Southwestern Energy is acquired in a merger
or other business combination after the Rights become exercisable, each Right
will entitle the holder to purchase shares of the acquiror's common stock having
a market value equal to twice the Right's exercise price.
"This amendment and extension of our Rights Plan will not prevent an
acquisition of the Company that the Board of Directors determines provides a
full price for all shareholders," stated Harold M. Korell, President and Chief
Executive Officer of Southwestern Energy. "It is designed to deter acquisition
attempts involving coercive techniques or an inadequate price that the Board
determines are not in the best interests of shareholders."
Southwestern Energy Company is an integrated natural gas company whose
wholly-owned subsidiaries are engaged in gas and oil exploration and production,
natural gas gathering, transmission, marketing, and natural gas distribution.
For more information about Southwestern, please visit our web site at
www.swn.com.
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