<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 9, 1998
REGISTRATION NO. 333-41915
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
AMENDMENT NO. 2
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SOUTHWEST ROYALTIES, INC. SOUTHWEST ROYALTIES HOLDINGS, INC.
(EXACT NAME OF REGISTRANT AS (EXACT NAME OF REGISTRANT AS
SPECIFIED IN ITS CHARTER) SPECIFIED IN ITS CHARTER)
DELAWARE DELAWARE
(STATE OF ORGANIZATION) (STATE OF ORGANIZATION)
1311 1311
(PRIMARY STANDARD INDUSTRIAL (PRIMARY STANDARD INDUSTRIAL
CLASSIFICATION CODE NUMBER) CLASSIFICATION CODE NUMBER)
75-1917432 75-2724264
(I.R.S. EMPLOYER IDENTIFICATION (I.R.S. EMPLOYER IDENTIFICATION
NUMBER) NUMBER)
407 NORTH BIG SPRING, SUITE 300
MIDLAND, TEXAS 79701
(915) 686-9927
(ADDRESS AND PHONE NUMBER OF REGISTRANTS' PRINCIPAL EXECUTIVE OFFICES)
WITH COPIES TO:
H. H. WOMMACK, III J. PORTER DURHAM, JR., ESQ.
PRESIDENT, SOUTHWEST ROYALTIES, INC. BAKER, DONELSON, BEARMAN & CALDWELL,
PRESIDENT, SOUTHWEST ROYALTIES P.C.
HOLDINGS, INC. 1800 REPUBLIC CENTRE
P.O. DRAWER 11390 633 CHESTNUT STREET
MIDLAND, TEXAS 79702 CHATTANOOGA, TENNESSEE 37450
(915) 686-9927 (423) 756-2010
(NAME AND ADDRESS OF REGISTRANT'S
AGENT FOR SERVICE)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box. [_]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID
SECTION 8(A) MAY DETERMINE.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Southwest and SRH are both incorporated under the laws of the State of
Delaware.
Section 145 of the General Corporation Law of the State of Delaware
("Section 145") provides that a Delaware corporation may indemnify any person
who is, or is threatened to be made, a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in right of such corporation), by
reason of the fact that such person was an officer, director, employee or
agent of such corporation, or is or was serving at the request of such
corporation as a director, officer, employee or agent of another corporation
or enterprise. The indemnity may include expenses (including attorneys' fees),
judgments, fines and amount paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding,
provided such person acted in good faith and in a manner he reasonably
believed to be in or not opposed to the corporation's best interests and, with
respect to any criminal action or proceeding, had no reasonable cause to
believe that his conduct was illegal. A Delaware corporation may also
indemnify any person who is, or is threatened to be made, a party to any
threatened, pending or completed action or suit by or in the right of the
corporation by reason of the fact that such person was a director, officer,
employee or agent of such corporation, or is or was serving at the request of
such corporation as a director, officer, employee or agent of another
corporation or enterprise. The indemnity may include expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
with the defense or settlement of such action or suit, provided such person
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the corporation's best interests except that no indemnification is
permitted without judicial approval if the officer or director is adjudged to
be liable to the corporation. In addition, where an officer or director is
successful on the merits or otherwise in the defense of any action referred to
above, the corporation must indemnify him against the expenses which such
officer or director has actually and reasonably incurred.
Article VI Section 6.1 of Southwest's Amended Bylaws and Article VI Section
6.1 of SRH's Bylaws provide for the indemnification of directors and officers
of Southwest and SRH to the fullest extent permitted or allowed by the law of
Delaware, whether or not specifically required, permitted or allowed by
Section 145.
Section 145 also authorizes the corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee
or agent of such corporation, or is or was serving at the request of such
corporation as a director, officer, employee or agent of another corporation
or enterprise against any liability asserted against him and incurred by him
in any such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability under
the provisions of Delaware law. Article VI Section 6.2 of Southwest's Amended
Bylaws and Article VI Section 6.2 of SRH's Bylaws expressly authorize
Southwest and SRH to provide such indemnity insurance. Neither Southwest or
SRH currently have any such policies.
Section 102 of the General Corporation Law of the State of Delaware
("Section 102") provides that a corporation's charter may contain a provision
eliminating or limiting the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty. However, the charter provision cannot eliminate or limit the liability
of a director for (1) any breach of the director's duty of loyalty to the
corporation or its stockholders; (2) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law; (3)
unlawful payment of dividends or unlawful stock purchases or redemptions; or
(4) any transaction from which the director derived an improper personal
benefit.
Paragraph Eight of Southwest's Amended Certificate of Incorporation and
Paragraph Eight of SRH's Certificate of Incorporation provide their directors
with protection from personal liability to Southwest or its stockholders and
SRH or its stockholders for monetary damages for breach of fiduciary duty to
the full extent
II-1
<PAGE>
permitted by Section 102. SRH's Certificate of Incorporation further provides
that if Delaware law is amended to allow the corporation to further eliminate
or limit the personal liability of directors, then the liability of the
directors of SRH shall be eliminated or limited to the fullest extent
permitted.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
Southwest and SRH pursuant to the foregoing provisions, or otherwise,
Southwest and SRH have been advised that in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
Southwest or SRH of expenses incurred or paid by an underwriter, director,
officer, or controlling person of Southwest or SRH or an agent in defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Southwest or SRH will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as express in the Act and will be governed by the final adjudication of
such issue.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
The following instruments and documents are included as Exhibits to this
Registration Stat. Exhibits incorporated by reference are so indicated by
parenthetical information.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <C> <S>
*3.1 -- Certificate of Incorporation for Southwest Royalties, Inc. dated
as of August 18, 1983, as amended March 30, 1987 and November 20,
1989.
*3.2 -- Certificate of Incorporation for Southwest Royalties Holdings,
Inc. dated as of July 1, 1997.
*3.3 -- By-Laws of Southwest Royalties, Inc. dated as of August 12, 1996
as amended.
*3.4 -- By-Laws of Southwest Royalties Holdings, Inc. adopted as of July
1, 1997.
*4.1 -- Indenture dated as of October 14, 1997 among Southwest Royalties,
Inc., as Issuer, Southwest Royalties Holdings, Inc., as Guarantor,
and State Street Bank and Trust Co., as Trustee.
*4.2 -- Registration Rights Agreement dated as of October 14, 1997 by and
between Southwest Royalties, Inc., Southwest Royalties Holdings,
Inc., Jefferies & Company, Inc., Banc One Capital Corporation and
Paribas Corporation.
*4.3 -- Warrant issued by Southwest Royalties Holdings, Inc. to Joint
Energy Development Investments Limited Partnership dated as of
October 14, 1997.
*4.4 -- Registration Rights Agreement by Southwest Royalties Holdings,
Inc. and Joint Energy Development Investments Limited Partnership
dated as of October 14, 1997.
*5.1 -- Opinion of Baker, Donelson, Bearman & Caldwell, P.C.
*5.2 -- Opinion of Baker, Donelson, Bearman & Caldwell, P.C. as to tax
matters.
*10.1 -- Purchase and Sale Agreement dated as of September 10, 1997 between
Conoco, Inc. and Southwest Royalties, Inc.
*10.2 -- Securities Purchase Agreement dated October 14, 1997 between
Southwest Royalties Holdings, Inc. and Joint Energy Development
Investments Limited Partnership.
*10.3 -- Restated Senior Loan Agreement among Southwest Royalties, Inc., as
borrower and certain subsidiaries of borrower, as guarantors and
Bank One, Texas, N.A. and Banque Paribas, as banks, and Bank One,
Texas as agent dated as of October 9, 1997.
</TABLE>
II-2
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<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<C> <C> <S>
12 -- Statements re Computation of Ratios.
**16 -- Letter of Joseph Decosimo and Company on change in certifying
accountant.
**21 -- List of Subsidiaries.
*23.1 -- Consent of Baker, Donelson, Bearman & Caldwell, P.C. (included in
exhibits 5.1 and 5.2).
**23.2 -- Consent of Price Waterhouse LLP.
**23.3 -- Consent of KPMG Peat Marwick LLP.
**23.4 -- Consent of Joseph Decosimo and Company, LLP.
**23.5 -- Consent of Ryder Scott Company Petroleum Engineers.
**23.6 -- Consent of Donald R. Creamer.
*25 -- Statement of Eligibility of State Street Bank and Trust Co.
*27 -- Financial Data Schedule.
*99 -- Form Letter of Transmittal.
</TABLE>
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* Filed previously with S-4 Registration Statement, File No. 333-41915 dated
December 10, 1997.
**Filed previously with Amendment No. 1 to S-4 Registration Statement, File
No. 333-41915 dated January 30, 1998.
ITEM 22. UNDERTAKINGS.
The undersigned Registrants hereby undertake that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrants' annual reports pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
Registrants pursuant to the foregoing provisions, or otherwise, Registrants
have been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
Registrants of expenses incurred or paid by a director, officer or controlling
person of Registrants in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, Registrants will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
The undersigned Registrants hereby undertake to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the Registration Statement through
the date of responding to the request.
The undersigned Registrants hereby undertake to supply by means of a post-
effective amendment all information concerning a transaction, and the company
being acquired involved therein, that was not the subject of and included in
the Registration Statement when it became effective.
The undersigned Registrants hereby undertake: (1) To file, during any period
in which offers or sales are being made, a post-effective amendment to this
registration statement: (i) To include any prospectus required by
section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the
prospectus any facts or events arising after the effective date of the
registration statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement; (iii) To include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.
II-3
<PAGE>
The undersigned Registrants hereby undertake that, for the purpose of
determining any liability under the Securities Act of 1933, each such post-
effective amendment shall be deemed to a new registration statement relating
to the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
The undersigned Registrants hereby undertake to remove from registration by
means of a post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
The undersigned Registrants hereby undertake that for purposes of
determining any liability under the Securities Act of 1933, the information
omitted from the form of prospectus filed as part of this registration
statement in reliance upon Rule 430A and contained in a form of prospectus
filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the
Securities Act shall be deemed to be part of this registration statement as of
the time it was declared effective.
The undersigned Registrants hereby further undertake that for the purpose of
determining any liability under the Securities Act of 1933, each post-
effective amendment that contains a form of prospectus shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
II-4
<PAGE>
SIGNATURES
SOUTHWEST ROYALTIES, INC.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, SOUTHWEST
ROYALTIES, INC. HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON
ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF
MIDLAND, STATE OF TEXAS, ON FEBRUARY 9, 1998.
SOUTHWEST ROYALTIES, INC.
/s/ H. H. Wommack, III
By:__________________________________
H. H. Wommack, III,
Chairman, President, and Chief
Executive Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ H. H. Wommack, III Chairman/President/Chief February 9, 1998
____________________________________ Executive Officer
H. H. Wommack, III
/s/ Bill E. Coggin Vice President/Chief February 9, 1998
____________________________________ Financial Officer
Bill E. Coggin
/s/ H. Allen Corey Director/Secretary February 9, 1998
____________________________________
H. Allen Corey
</TABLE>
II-5
<PAGE>
SIGNATURES
SOUTHWEST ROYALTIES HOLDINGS, INC.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, SOUTHWEST
ROYALTIES HOLDINGS, INC. HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE
SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE
CITY OF MIDLAND, STATE OF TEXAS, ON FEBRUARY 9, 1998.
SOUTHWEST ROYALTIES HOLDINGS, INC.
/s/ H. H. Wommack, III
By:__________________________________
H. H. Wommack, III,
Chairman, President, and Chief
Executive Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ H. H. Wommack, III Chairman/President/Chief February 9, 1998
____________________________________ Executive Officer
H. H. Wommack, III
/s/ Bill E. Coggin Vice President/Chief February 9, 1998
____________________________________ Financial Officer
Bill E. Coggin
/s/ H. Allen Corey Director/Secretary February 9, 1998
____________________________________
H. Allen Corey
</TABLE>
II-6
<PAGE>
EXHIBIT 12
SOUTHWEST ROYALTIES, INC.
DEBT OFFERING
COMPUTATION OF INCOME/FIXED CHARGES
(AMOUNTS IN 000'S)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, NINE MONTHS ENDED SEPTEMBER 30,
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PRO FORMA PRO FORMA
1992 1993 1994 1995 1996 1996 1996 1997 1997
------ ------ ------ ------- ------- ------- ------ ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Rent $ 213 $ 234 $ 240 $ 268 $ 243 $ 243 $ 242 $ 207 $ 207
====== ====== ====== ======= ======= ======= ====== ======= ========
Rent x 1/3 71 78 80 89 81 81 81 69 69
Interest Expense 1,999 2,260 1,975 5,635 10,016 31,862 7,180 10,950 24,617
------ ------ ------ ------- ------- ------- ------ ------- --------
Total Fixed Charges 2,070 2,338 2,055 5,724 10,097 31,943 7,261 11,019 24,686
------ ------ ------ ------- ------- ------- ------ ------- --------
Earnings (loss) before
income taxes,
minority interest
and equity in
earnings of
subsidiary 1,021 219 525 (3,149) 589 (9,460) (33) (4,465) (11,676)
Equity in earnings
of subsidiary -- -- -- -- -- (448) -- -- (4)
------ ------ ------ ------- ------- ------- ------ ------- --------
Earnings (loss) before
income taxes,
minority interest
and equity in
earnings of
subsidiary plus
fixed Charges $3,091 $2,557 $2,580 $ 2,575 $10,686 $22,035 $7,228 $ 6,554 $ 13,006
====== ====== ====== ======= ======= ======= ====== ======= ========
Ratio Adjusted
Net Income to
Fixed Charges 1.5 x 1.1 x 1.3 x (1) 1.1 x (1) (1) (1) (1)
(1) Earnings were insufficient to cover fixed charges by $3,149,000, $33,000 and $4,465,000 for the historical periods ended
December 31, 1995, September 30, 1996 and September 30, 1997, respectively, and $9,908,000 and $11,680,000 for the pro forma
periods ended December 31, 1996 and September 30, 1997.
</TABLE>
