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 (or Date of Earliest Event Reported): November 30, 2001
SWIFT ENERGY COMPANY
(Exact name of Registrant as specified in its charter)
TEXAS 1-8754 74-2073055
(State of incorporation (Commission File Number) (IRS Employer
or organization) Identification No.)
16825 Northchase Drive, Suite 400
Houston, Texas 77060
(Address of principal executive offices)
(281) 874-2700
(Registrant's telephone number)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Item 2. Acquisition or Disposition of Assets.
On November 30, 2001, Swift Energy New Zealand Limited ("SENZ"), an
indirect wholly-owned subsidiary of Swift Energy Company ("Swift"), signed a
Limited Share Sale and Purchase Agreement (the "Agreement") with Southern
Petroleum No Liability ("SPNL"), an affiliate of Shell [Petroleum Mining]
Company Limited ("Shell PM"), a New Zealand corporation, to purchase all of the
capital stock of Southern Petroleum (New Zealand) Exploration Limited ("Southern
NZ"), a New Zealand corporation, for approximately US $55 million in cash.
Pursuant to the Agreement, Swift guarantees the performance of SENZ's
obligations, and Energy Exploration NZ Limited, another Shell affiliate,
guarantees the performance of SPNL's obligations. Swift will fund the
acquisition by utilizing its available bank line of credit. The closing of the
transaction is expected to occur in January 2002, subject to normal closing
conditions.
Swift will acquire Southern NZ's interests in four onshore producing oil
and gas fields, hydrocarbon-processing facilities with excess capacity and
pipelines connecting the fields and facilities with each other and with export
terminals and markets. The fields and facilities are located in the Taranaki
Basin, New Zealand. The oil facility, the Waihapa Production Station, has a
capacity of over 15,000 barrels of oil per day for oil and condensate and 40
million cubic feet of natural gas per day for natural gas processing. Swift will
acquire a 96.76% interest in four Petroleum Mining Licenses, collectively known
as the TAWN properties, which include the Tariki Field, the Ahuroa Field, the
Waihapa Field and the Ngaere Field. The net proved reserves of natural gas for
these properties as of November 1, 2001 are estimated to be approximately 65.0
billion cubic feet of equivalent with 74% of the reserves being natural gas.
Acquisition of Southern NZ will add proved producing properties and
immediate increases in cash flow, along with significant facilities and
infrastructure that will compliment production and development efforts in
Swift's Rimu and Kauri areas. The interests in processing facilities, pipelines,
and other physical property being acquired have been used by Southern NZ for the
production of oil and gas, and Swift currently does not anticipate a change in
use of these assets. SENZ will continue to produce and market natural gas
liquids under existing contracts and, subject to contractual approvals, sell the
natural gas produced from the TAWN properties under the terms of an existing
agreement with Contact Energy Limited.
In addition, SENZ proposes to enter into agreements with Shell PM with
regard to oil storage facilities, hydrocarbon transportation, and crude oil
marketing. SENZ and Shell PM also propose to enter into several strategic
agreements with options to participate in future exploratory and development
activity. These agreements are conditioned upon completion of the acquisition by
SENZ of Southern NZ.
This Form 8-K includes "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. The opinions, forecasts,
projections or other statements, other than statements of historical fact, are
forward-looking statements. Although Swift believes that the expectations
reflected in such forward-looking statements are reasonable, it can give no
assurance that such expectations will prove to have been correct. Certain risks
and uncertainties
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inherent in Swift's business are set forth in the filings of Swift with the
Securities and Exchange Commission.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of business acquired.
Pursuant to Rule 305(b) of Regulation S-X, the financial statements of
Southern NZ are not required to be included in this Form 8-K.
(b) Pro Forma financial information.
Pursuant to Article 11 of Regulation S-X, pro forma financial
statements are not required to be included in this Form 8-K.
(c) Exhibits.
No. Exhibit
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2 Agreement and Plan of Merger by and among Swift Energy
Company, Swift Energy New Zealand Limited, Energy
Exploration NZ Limited and Southern Petroleum No Liability,
dated as of November 30, 2001. (Schedules and exhibits have
been omitted pursuant to Item 601(b)(2) of Regulation S-K.
Swift will furnish a supplemental copy of any omitted
schedule or exhibit to the Commission upon request.)
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SIGNATURE
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.
Dated: December 17, 2001
Swift Energy Company
By: /s/ Bruce H. Vincent
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Name: Bruce H. Vincent
Title: Executive Vice President
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EXHIBIT INDEX
Exhibit No. Exhibit Description
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2 Agreement and Plan of Merger by and among Swift Energy
Company, Swift Energy New Zealand Limited, Energy
Exploration NZ Limited and Southern Petroleum No Liability,
dated as of November 30, 2001. (Schedules and exhibits have
been omitted pursuant to Item 601(b)(2) of Regulation S-K.
Swift will furnish a supplemental copy of any omitted
schedule or exhibit to the Commission upon request.)
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