================================================================= ===== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------- 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) February 21, 1997 - ----------------- SOUTHWESTERN ENERGY COMPANY (Exact name of Registrant as specified in its charter) ARKANSAS 1-8246 71-0205415 (State or other (Commission (I.R.S. Employer jurisdiction of File Number) Identification No.) incorporation or organization) 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) ================================================================= ===== Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits. c) Exhibits. Exhibit No. Description 5.1 Opinion of Cleary, Gottlieb, Steen and Hamilton re: Validity of the Medium-Term Notes. 5.2 Opinion of Jeffrey L. Dangeau, Assistant Secretary of Southwestern Energy Company re: Validity of the Medium-Term Notes. 10 Form of Distribution Agreement, to be dated February 21, 1997, by and among Southwestern Energy Company, Morgan Stanley & Co. Incorporated, Merrill Lynch, Pierce, Fenner & Smith Incorporated and NationsBanc Capital Markets, Inc. 12 Ratio of Earnings to Fixed Charges 23 Consent of Arthur Andersen LLP 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. SOUTHWESTERN ENERGY COMPANY --------------------------- (REGISTRANT) Date: February 21, 1997 By: /s/ Greg D. Kerley ------------------------ Greg D. Kerley Vice President -- Treasurer and Secretary 2 Exhibit Index Exhibit No. Description 5.1 Opinion of Cleary, Gottlieb, Steen and Hamilton re: Validity of the Medium-Term Notes. 5.2 Opinion of Jeffrey L. Dangeau, Assistant Secretary of Southwestern Energy Company re: Validity of the Medium-Term Notes. 10 Form of Distribution Agreement, to be dated February 21, 1997, by and among Southwestern Energy Company, Morgan Stanley & Co. Incorporated, Merrill Lynch, Pierce, Fenner & Smith Incorporated and NationsBanc Capital Markets, Inc. 12 Ratio of Earnings to Fixed Charges 23 Consent of Arthur Andersen LLP 3