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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SOUTHWEST ROYALTIES INC. SOUTHWEST ROYALTIES
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(Exact name of registrant as HOLDINGS, INC.
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specified in its charter) (Exact name of registrant
as specified in its charter)
Delaware Delaware
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(State of Organization) (State of Organization)
75-1917432 75-2724264
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(I.R.S. Employer (I.R.S. Employer
Identification Number) Identification Number)
407 North Big Spring, Suite 300
Midland, Texas 79701
(915) 686-9927
(Address and Phone Number of Registrants' Principal Executive Offices)
If this Form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A(c), check the following box. [ ]
If this Form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A(d), check the following box. [X]
Securities Act registration statement file number to which this form relates:
333-41915
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Securities to be registered pursuant to Section 12(b) of the Act:
NONE
Securities to be registered pursuant to Section 12(g) of the Act:
10 1/2% Senior Notes due 2004
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(title of class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The full and complete description of the securities covered by this
Registration Statement contained in the Section "Description of Notes" on page
69 of the Prospectus files as part of the Form S-4 Registration Statement
(Registration No. 333-41915) with the Securities and Exchange Commission, is
incorporated into this Registration Statement by reference as if fully set forth
herein. Any subsequent prospectuses filed as amendments to the Form S-4
Registration Statement (Registration No. 333-41915), shall be deemed to be
incorporated into the Registration Statement by reference as if fully set forth
herein.
ITEM 2. EXHIBITS
The securities described herein are to be registered pursuant to Section
12(g) of the Act. Accordingly, attached are the following exhibits, required in
accordance with to the Instructions as to Exhibits on Form 8-A. Exhibits
incorporated by reference are so indicated.
EXHIBIT
NUMBER DESCRIPTION
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1. Specimen of security to be registered hereunder.
2. 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, incorporated herein by reference to Exhibit 4.1 to
Form S-4 Registration Statement (Registration No.
333-41915).
3. 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 Paribus Corporation, incorporated
herein by reference to Exhibit 4.2 to Form S-4 Registration
Statement (Registration No. 333-41915).
4. Warrant issued by Southwest Royalties Holdings, Inc. to
Joint Energy Development Investments Limited Partnership
dates as of October 14, 1997, incorporated herein by
reference to Exhibit 4.3 to Form S-4 Registration Statement
(Registration No. 333-41915).
5. Registration Rights Agreement by Southwest Royalties
Holdings, Inc. and Joint Energy Development Investments
Limited Partnership dated as of October 14, 1997,
incorporated herein by reference to Exhibit 4.1 to Form S-4
Registration Statement (Registration No. 333-41915).
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SIGNATURES
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Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrants have duly caused this registration statement to be
signed on their behalf by the undersigned, thereto duly authorized.
Southwest Royalties, Inc.
January 30, 1998 By: /s/ H. H. Wommack, III
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H. H. Wommack, III
Chairman, President and Chief
Executive Officer
Southwest Royalties Holdings, Inc.
January 30, 1998 By: /s/ H. H. Wommack, III
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H. H. Wommack, III
Chairman, President and Chief
Executive Officer
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EXHIBIT I
[Form of 10-1/2% Senior Note due October 15, 2004 Series B]
SOUTHWEST ROYALTIES, INC.
10-1/2% SENIOR NOTE DUE OCTOBER 15, 2004, SERIES B
NO.____ $________
CUSIP________
SOUTHWEST ROYALTIES, INC., a Delaware corporation (hereinafter the
"Issuer," which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to ________
___________, or registered assigns, the principal sum of _______________________
Dollars, on October 15, 2004.
Interest Payment Dates: April 15 and October 15, commencing April 15,
1998.
Record Dates: April 1 and October 1.
Reference is made to the further provisions of this Note on the reverse
side, which will, for all purposes, have the same effect as if set forth at this
place.
IN WITNESS WHEREOF, the Issuer has caused this Instrument to be duly
executed under its corporate seal.
SOUTHWEST ROYALTIES, INC.
By:_________________________________
Title
Attest:
____________________
Secretary
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TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Notes described in the within-mentioned Indenture.
STATE STREET BANK AND TRUST
COMPANY, as Trustee
By:
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Authorized Signatory
Dated:
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SOUTHWEST ROYALTIES, INC.
10 1/2% SENIOR NOTE DUE OCTOBER 15, 2004, SERIES B
1. Interest.
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SOUTHWEST ROYALTIES, INC., a Delaware corporation (the "Issuer"), promises
to pay interest on the principal amount of the 10 1/2% Senior Notes due October
15, 2004, Series B (the "Notes") at a rate of 10 1/2% per annum (subject to
adjustment). To the extent it is lawful, the Issuer promises to pay interest on
any interest payment due but unpaid on such principal amount at a rate of
11 1/2% per annum compounded semi-annually.
The Issuer will pay interest semi-annually on April 15 and October 15 of
each year (each, an "Interest Payment Date"), commencing April 15, 1998.
Interest on the Notes will accrue from the most recent date to which interest
has been paid or, if no interest has been paid, from October 15, 1997.
2. Method of Payment.
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The Issuer shall pay interest on the Notes (except defaulted interest) to
the Persons who are the registered Holders at the close of business on the
Record Date immediately preceding the Interest Payment Date. Holders must
surrender Notes to a Paying Agent to collect principal payments. Except as
provided below, the Issuer shall pay principal and interest in such coin or
currency of the United States of America as at the time of payment shall be
legal tender for payment of public and private debts ("U.S. Legal Tender").
However, the Issuer may pay principal and interest by wire transfer of Federal
funds, or interest by its check payable in such U.S. Legal Tender. The Issuer
may deliver any such interest payment to the Paying Agent or the Issuer may mail
any such interest payment to a Holder at the Holder's registered address.
3. Paying Agent and Registrar.
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Initially, State Street Bank and Trust Company (the "Trustee") will act as
Paying Agent and Registrar. The Issuer may change any Paying Agent, Registrar or
co-Registrar without notice to the Holders. The Company or any of its
Subsidiaries may, subject to certain exceptions, act as Paying Agent, Registrar
or co-Registrar.
4. Indenture.
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The Issuer issued the Notes under Indenture, dated as of October 14, 1997
(the "Indenture"), among Southwest Royalties Holdings, Inc., a Delaware
corporation, as guarantor, the Issuer and the Trustee. Capitalized terms herein
are used as defined in the Indenture unless otherwise defined herein. The terms
of the Notes include those stated in the Indenture and those made part of the
Indenture by reference to the TIA, as in effect on the date of the Indenture.
The Notes are subject to all such terms, and Holders of Notes are referred to
the Indenture and said Act
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for a statement of them. The Notes are senior obligations of the Issuer limited
in aggregate principal amount to $200,000,000.
5. Optional Redemption.
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Prior to October 15, 2000, the Issuer may redeem at its
election, within 60 days after completion of any Public Equity Offering, with
the net proceeds of such Public Equity Offering, up to $70.0 million principal
amount of the Notes in cash at the Redemption Prices equal to 110.5% of
principal amount of the Notes so redeemed, including accrued and unpaid interest
to the Redemption Date, if any; provided, however, that at least $130.0 million
aggregate principal amount of all Notes remains outstanding immediately after
giving effect to any such redemption (it being expressly agreed that for
purposes of determining whether this condition is satisfied, Notes owned by the
Issuer or any of its Affiliates shall be deemed not to be outstanding). The
Notes may be redeemed at the election of the Issuer, as a whole or from time to
time in part, at any time on and after October 15, 2001, at the Redemption
Prices (expressed as a percentage of the principal amount thereof) set forth
below with respect to the indicated Redemption Date, in each case, together with
any accrued but unpaid interest to the Redemption Date.
If redeemed during
the 12-month period
beginning October 15 Redemption Price
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2001................ 105.250%
2002................ 102.625%
2003 and thereafter. 100.000%
Any such redemption will comply with Article Three of the
Indenture.
6. Notice of Redemption
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Notice of redemption will be mailed by first class mail at least 30
days but not more than 60 days before the Redemption Date to each Holder of
Notes to be redeemed at his registered address. Notes in denominations larger
than $1,000 may be redeemed in part.
Except as set forth in the Indenture, from and after any Redemption
Date, if monies for the redemption of the Notes called for redemption shall have
been deposited with the Paying Agent on such Redemption Date, the Notes called
for redemption will cease to bear interest and the only right of the Holders of
such Notes will be to receive payment of the Redemption Price and any accrued
and unpaid interest to the Redemption Date.
7. Denominations; Transfer; Exchange.
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The Notes are in registered form, without coupons, in denominations of
$1,000 and integral multiples of $1,000. A Holder may register the transfer of,
or exchange Notes in accordance
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with, the Indenture. The Registrar may require a Holder, among other things,
to furnish appropriate endorsements and transfer documents and to pay any taxes
and fees required by law or permitted by the Indenture. The Registrar need not
register the transfer of or exchange any Notes selected for redemption.
8. Persons Deemed Owners.
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The registered Holder of a Note may be treated as the owner of it for
all purposes.
9. Unclaimed Money.
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If money for the payment of principal or interest remains unclaimed for
one year, the Trustee and the Paying Agent(s) will pay the money back to the
Issuer at its written request. After that, all liability of the Trustee and
such Paying Agent(s) with respect to such money shall cease.
10. Discharge Prior to Redemption or Maturity.
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If the Issuer at any time deposits into an irrevocable trust with the
Trustee U.S. Legal Tender or U.S. Government Obligations sufficient to pay the
principal of and interest on the Notes to redemption or maturity and complies
with the other provisions of the Indenture relating thereto, the Issuer will be
discharged from certain provisions of the Indenture and the Notes (including the
financial covenants, but excluding its obligation to pay the principal of and
interest on the Notes).
11. Amendment; Supplement; Waiver.
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Subject to certain exceptions, the Indenture or the Notes may be amended
or supplemented with the written consent of the Holders of at least a majority
in aggregate principal amount of the Notes then outstanding, and any existing
Default or Event of Default or compliance with any provision may be waived with
the consent of the Holders of a majority in aggregate principal amount of the
Notes then outstanding. Without notice to or consent of any Holder, the parties
thereto may amend or supplement the Indenture or the Notes to, among other
things, cure any ambiguity, defect or inconsistency, or make any other change
that does not adversely affect the rights of any Holder of a Note.
12. Restrictive Covenants.
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The Indenture imposes certain limitations on the ability of the Company
and its Restricted Subsidiaries to, among other things, incur additional
Indebtedness or issue Disqualified Capital Stock, make payments in respect of
its Capital Stock, enter into transactions with Affiliates, incur Liens, sell
assets, change the nature of its business, merge or consolidate with any other
Person and sell, lease, transfer or otherwise dispose of substantially all of
its properties or assets. The Indenture requires the Issuer to repurchase Notes
under certain circumstances with the Excess Cash of certain Asset Sales. The
limitations are subject to a number of important qualifications and exceptions.
The Issuer must report to the Trustee on compliance with such limitations on a
quarterly basis.
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13. Change of Control.
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In the event there shall occur any Change of Control, each Holder of
Notes shall have the right, at such Holder's option but subject to the
limitations and conditions set forth in the Indenture, to require the Issuer to
purchase on the Change of Control Payments Date in the manner specified in the
Indenture, all or any part (in integral multiples of $1,000) of such Holder's
Notes at a Change of Control Purchase Price equal to 101% of the principal
amount thereof, together with accrued and unpaid interest, if any, to the Change
of Control Payment Date.
14. Successors.
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When a successor assumes all the obligations of its predecessor under
the Notes and the Indenture, the predecessor will be release from those
obligations.
15. Defaults and Remedies.
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If an Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in aggregate principal amount of Notes then outstanding
may declare all the Notes to be due and payable immediately in the manner and
with the effect provided in the Indenture. Holders of Notes may not enforce the
Indenture or the Notes except as provided in the Indenture. The Trustee may
require indemnity satisfactory to it before it enforces the Indenture or the
Notes. Subject to certain limitations, Holders of a majority in aggregate
principal amount of the Notes then outstanding may direct the Trustee in its
exercise of any trust or power. The Trustee may withhold from Holders or Notes
notice of any continuing Default or Event of Default (except a Default in
payment of principal, premium, if any, or interest, including a Default at any
Maturity Date), if it determines that withholding notice is their interest.
16. No Recourse Against Others.
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No stockholder, director, officer, employee or incorporator, as such,
past, present or future, of any obligor under the Notes or any successor
corporation shall have any liability for any obligation of any obligor under the
Notes or the Indenture or for any claim based on, in respect of or by reason of,
such obligations or their creation. Each Holder of a Note by accepting a Note
waives and releases all such liability. The waiver and release are part of the
consideration for the issuance of the Notes.
17. Authentication.
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This Note shall not be valid until the Trustee or authenticating agent
signs the certificate of authentication on the other side of this Note.
18. Abbreviations and Defined Terms.
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Customary abbreviations may be used in the name of a Holder of a Note or
an assignee, such as: TEN COM (=tenants in common), TEN ENT (=tenants by the
entireties), JT
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TEN (=joint tenants with right of survivorship and not as tenants in common),
CUST (=Custodian), and U/G/M/A (=Uniform Gifts to Minors Act).
19. CUSIP Numbers.
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Pursuant to recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Issuer will cause CUSIP numbers to be
printed on the Notes as a convenience to the Holder of the Notes. No
representation is made as to the accuracy of such numbers as printed on the
Notes and reliance may be placed only on the other identification numbers
printed hereon.
20. Guarantees.
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Payment of the principal of, premium, if any, and interest on the Notes
is unconditionally guaranteed by the Company and certain future Restricted
Subsidiaries pursuant to and in accordance with the terms of Article Twelve of
the Indenture.
21. Security and Collateral.
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Payment of the principal of, premium, if any, and interest on the Parent
Guarantee is secured by a pledge of all of the issued and outstanding Capital
Stock of Sierra and Red Oak owed by the Company granted pursuant to and in
accordance with the terms of Article Eleven of the Indenture and the Pledge
Agreement.
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ASSIGNMENT
I or we assign this Note to:
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(Print or type name, address and zip code of assignee)
Please insert Social Security or other identifying number of assignee:
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and irrevocably appoint agent to transfer this Note on the books of
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the Issuer. The agent may substitute another to act for him.
Date:
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Signature:
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(Sign exactly as name appears on the other side of this Note)
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OPTION OF HOLDER TO ELECT PURCHASE
If you want to elect to have this Note purchased by the Issuer pursuant
to Section 4.15 or 4.16 of the Indenture, check the appropriate box:
[ ] Section 4.15 [ ] Section 4.16
If you want to elect to have only part of this Note purchased by the
Issuer pursuant to Section 4.15 or 4.16 of the Indenture, as the case may be,
state the amount you want to be purchased:
$
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Dated:
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Signature:
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(Sign exactly as your name appears
on the other side of this Note
Signature Guarantee:
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