SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) -- May 21, 2004
SOUTHWEST OIL & GAS INCOME FUND X-A, L.P.
(Exact Name of Registrant as Specified in Charter or Limited
Partnership Agreement)
Delaware 000-18996 75-2310854
(State or Other Jurisdiction (Commission File Number)
(I.R.S. Employer
of Incorporation or Organization)
Identification No.)
407 N. BIG SPRING, SUITE 300
MIDLAND, TEXAS
79701
(Address of Principal Executive Office)
(Zip Code)
Registrant's telephone number, including area code -- (432) 686-9927
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Pursuant to an Agreement and Plan of Merger (the "Merger
Agreement"), dated May 3, 2004, by and among Southwest Royalties,
Inc., a Delaware corporation and the managing general partner of the
registrant (the "Managing General Partner"), Clayton Williams Energy,
Inc., a Delaware corporation ("Clayton Williams Energy") and CWEI-SWR,
Inc., a Delaware corporation and wholly-owned subsidiary of Clayton
Williams Energy ("MergerCo"), on May 21, 2004, MergerCo merged with
and into the Managing General Partner with the Managing General
Partner surviving in the merger as a wholly-owned subsidiary of
Clayton Williams Energy (the "Merger"). Due to the Managing General
Partner's control of the registrant, the registrant believes that a
change in control of the registrant occurred in the Merger upon a
change in control of the Managing General Partner. The Managing
General Partner continues to own a 10.0% interest as the sole general
partner and a 1.63% interest as a limited partner in the registrant.
Consequently, Clayton Williams Energy indirectly owns a 10.0% general
partner interest and a 1.63% limited partner interests in the
registrant. The Merger did not result in any change of financial
position, capitalization or business of the registrant.
In accordance with the Merger Agreement, each share of the
Managing General Partner's common stock and Class A common stock (each
a "Share") issued and outstanding prior to the effective time of the
Merger (other than Shares held by stockholders who properly demand
appraisal rights with respect to such Shares in accordance with
Section 262 of the General Corporation Law of the State of Delaware)
was cancelled and converted automatically into the right to receive
$45.01 per share in cash, payable to the holder of such Share upon
surrender of a stock certificate. The aggregate amount of
consideration paid to the stockholders was approximately $57.2
million. The Merger was funded by a new senior credit facility
provided by BankOne, N.A., as Administrative Agent, consisting of a
three-year, $300 million Revolving Credit Facility and a four-year $75
million Senior Term Credit Facility. The Revolving Credit Facility
established an initial borrowing limit of $180 million.
Upon consummation of the Merger, all officers and directors of
the Managing General Partner prior to the Merger resigned, and the new
officers and directors appointed by Clayton Williams Energy are
Clayton W. Williams (director and chairman of the board), L. Paul
Latham (director and president), Mel G. Riggs (director and vice
president and treasurer), T. Mark Tisdale (vice president and
secretary).
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
c) Exhibits
The following exhibit is filed herewith:
Exhibit Description
Number
2.1 Agreement and Plan of Merger dated May 3, 2004 among
Clayton Williams Energy, Inc., CWEI-SWR, Inc. and
Southwest Royalties, Inc.
* All schedules to this Exhibit 2.1 filed herewith
have been omitted in accordance with Item 601(b)(2) of
Regulation S-K. The Company will furnish
supplementally a copy of any omitted schedule to the
Commission upon request.
SIGNATURES
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 hereunto duly authorized.
Date: June 3, 2004 SOUTHWEST OIL & GAS INCOME
FUND X-A, L.P.
BY: SOUTHWEST ROYALTIES, INC.,
Managing General Partner
By: /s/ Mel G. Riggs
Mel G. Riggs, Vice President and
Treasurer
EXHIBIT INDEX
Exhibit Description
Number
2.1 Agreement and Plan of Merger dated May 3, 2004 among
Clayton Williams Energy, Inc., CWEI-SWR, Inc. and
Southwest Royalties, Inc.
* All schedules to this Exhibit 2.1 filed herewith
have been omitted in accordance with Item 601(b)(2) of
Regulation S-K. The Company will furnish
supplementally a copy of any omitted schedule to the
Commission upon request.