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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
SWIFT ENERGY COMPANY
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
Not applicable: Filing for annual shareholders' meeting
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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SWIFT ENERGY COMPANY
16825 NORTHCHASE DRIVE, SUITE 400
HOUSTON, TEXAS 77060
(713) 874-2700
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 14, 1996
Notice is hereby given that the annual meeting of shareholders of
SWIFT ENERGY COMPANY (the "Company") will be held at the Wyndham Hotel, 12400
Greenspoint Drive, Houston, Texas, on Tuesday, May 14, 1996 at 4:00 p.m.
Central Time for the following purposes:
1. To elect seven members of the board of directors to serve for
the terms specified in the attached Proxy Statement or until
their successors are elected and qualified; and
2. To consider and act upon such other business as may properly
be presented at the meeting, or any adjournment thereof.
A record of shareholders has been taken as of the close of business on
March 25, 1996, and only shareholders of record on that date will be entitled
to notice of and to vote at the meeting, or any adjournment thereof. A
complete list of shareholders will be available commencing April 30, 1996, and
may be inspected during normal business hours prior to the meeting at the
offices of the Company, 16825 Northchase Drive, Suite 400, Houston, Texas.
IF YOU DO NOT EXPECT TO BE PRESENT IN PERSON AT THE MEETING OR PREFER
TO VOTE BY PROXY IN ADVANCE, PLEASE SIGN AND DATE THE ENCLOSED PROXY CARD AND
RETURN IT PROMPTLY IN THE ENCLOSED STAMPED ENVELOPE WHICH HAS BEEN PROVIDED FOR
YOUR CONVENIENCE. THE PROMPT RETURN OF THE PROXY CARD WILL ENSURE A QUORUM AND
SAVE THE COMPANY THE EXPENSE OF FURTHER SOLICITATION.
By Order of the Board of Directors,
JOHN R. ALDEN
Secretary
April 8, 1996
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SWIFT ENERGY COMPANY
16825 NORTHCHASE DRIVE, SUITE 400
HOUSTON, TEXAS 77060
(713) 874-2700
PROXY STATEMENT
This proxy statement is mailed to shareholders commencing on or about
April 8, 1996, in connection with the solicitation by the board of directors of
SWIFT ENERGY COMPANY (the "Company") of proxies to be voted at the annual
meeting of shareholders to be held at the Wyndham Hotel, 12400 Greenspoint
Drive, Houston, Texas, on May 14, 1996 at 4:00 p.m. Central Time, and any
adjournment thereof, for the purposes set forth in the accompanying notice.
Management does not expect that any matters other than those referred to in
such notice will be presented for action at the meeting.
The Annual Report to Shareholders covering the fiscal year ended
December 31, 1995, will be mailed to each shareholder entitled to vote at the
annual meeting on or before the date of mailing this proxy statement.
The cost of soliciting proxies will be borne by the Company. In
addition to solicitations by mail, a number of regular employees of the Company
may, if necessary to ensure the presence of a quorum, solicit proxies in person
or by telephone. The Company has retained a proxy solicitor, at an estimated
cost of approximately $1,200, to assist in contacting brokers and other
"street-name" holders to encourage the return of proxies by beneficial holders.
QUORUM AND VOTING
The record date for the determination of shareholders entitled to
notice of and to vote at the annual meeting was the close of business on March
25, 1996. On the record date, there were 12,559,537 shares of common stock of
the Company, par value $.01 per share, outstanding and entitled to vote.
Each share of common stock entitles the holder to one vote on each
matter presented at the meeting. Proxies will be voted in accordance with the
directions specified thereon and otherwise in accordance with the judgment of
the persons designated as proxies. Any proxy on which no direction is
specified will be voted for the election of all nominees named therein to the
board of directors for the terms indicated, and otherwise at the discretion of
the persons designated as proxies. A shareholder may revoke his proxy at any
time prior to the voting thereof by attending and voting at the meeting or by
filing with the Secretary of the Company a written revocation or a duly
executed proxy bearing a later date.
The presence, in person or by proxy, of the holders of a majority of
the outstanding shares entitled to be voted at the meeting is necessary to
constitute a quorum to transact business. If a quorum is not present or
represented at the annual meeting, a majority of the votes represented at the
meeting may adjourn the annual meeting from time to time without notice other
than an announcement until a quorum is present or represented.
An automated system administered by the Company's transfer agent
tabulates the votes. Abstentions are included in the determination of the
number of shares present and voting and are counted as abstentions in
tabulating the votes cast on nominations or proposals presented to
shareholders. Broker nonvotes are not included in the determination of the
number of shares present and voting or as a vote with respect to such
nominations or proposals.
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The following is provided for information purposes only.
The shareholders are not being asked to vote with respect to bylaw amendments.
AMENDMENTS TO BYLAWS
GENERAL
The board of directors adopted amendments to the Company's bylaws on
August 14, 1995 designed to protect shareholders' rights in the event of an
acquisition of control by an outsider which does not have the support of the
board of directors. The primary amendment classifies the board of directors
into three (3) classes, as nearly equal in number as possible, each of whom
would serve for three years, after a transitional period, with one class being
elected each year.
The board of directors believes that the staggered three-year term of
the classified board of directors, in contrast to the past one-year term of all
members of the board of directors, will help assure the continuity and
stability of management of the Company. This continuity and stability will
result from the fact that with the classified board of directors, the majority
of the directors at any given time will have prior experience as directors of
the Company.
NUMBER OF DIRECTORS
As amended, the bylaws provide that the board of directors shall
consist of seven (7) directors, and the number may be increased or decreased by
a majority of the Continuing Directors, provided that the number of directors
shall never be less than three (3) nor more than nine (9) members. The
previous bylaws provided for a minimum of one director and required amendment
of the bylaws to change the size of the board, such amendment being approved by
directors (not Continuing Directors, as defined below) or shareholders.
DESCRIPTION OF THE BYLAW AMENDMENT CLASSIFYING THE BOARD OF DIRECTORS
Since the Company's inception, directors have been elected to the
Company's board of directors annually for a term of one year. The
classification amendment provides that the board will be divided into three
classes of directors, each class to be as nearly equal in number of directors
as possible.
Under the amended bylaws, for the first year of classification of the
board, it is proposed that two directors be elected to serve terms expiring at
the 1997 Annual Meeting, three directors be elected to serve terms expiring at
the 1998 Annual Meeting, and two directors be elected to serve terms expiring
at the 1999 Annual Meeting of shareholders. In all cases, the directors will
hold office until their respective successors have been duly elected and have
qualified. Vacancies occurring on the board of directors may be filled by the
board of directors for the unexpired term of the replacement director's
predecessor in office. At future annual meetings, each nominee for director
that is elected will be elected to serve a three year term.
GENERAL DISCUSSION OF ANTITAKEOVER MEASURES
In recent years a number of United States companies have become the
targets of takeover attempts. These takeover attempts often involve efforts to
obtain stock holdings in the target company by a tender offer or market
purchase of a majority of the outstanding shares followed by a business
combination to absorb the target company and its assets into the new
controlling shareholder. In many such transactions, the minority shareholders
of the acquired company are subsequently eliminated on
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terms they may or may not find acceptable, in a transaction approved by the
vote of the controlling shareholder.
The bylaw amendments described herein will not prevent a tender offer
for all or part of the Company's shares as the bylaw provisions adding
antitakeover measures can be repealed or amended by the shareholders, as
described below. Thus, in the event that an offer is attractive to such
holders, the bylaw amendments will not deny them the opportunity to tender
their shares. The amendments, and particularly classification of the board,
are likely to have the effect of inhibiting hostile takeovers, particularly
tenders for less than all of the shares, because at least two shareholders'
meetings will be required to effect a change in the majority of the board of
directors. Thus, it will be more difficult for an outsider to impose its will
on the remaining shareholders by a subsequent business combination. The
Company believes that shareholders not wishing to participate in a tender
should be afforded some protection against outsiders who have tendered for or
received less than all of the shares of the Company. This would be especially
true in a situation where, due perhaps to an unusual set of circumstances, such
as a large temporary drop in oil prices, the Company's stock might be
undervalued in view of the Company's assets, longer term performance and
prospects. In such an instance, a premium over "market" may have little value.
The board has considered such factors as the expense and disruption of
management which would be experienced by the Company in resisting a hostile
tender offer, the fact that all tender offers may not be designed to give all
shareholders an opportunity to sell all their shares, the potential for a
conflict of interest and resulting inequities to remaining shareholders
inherent in a business combination proposed by a new dominant controlling
shareholder, the cost of appraisal or other legal remedies available to
shareholders who did not tender but are forced to sell in such a subsequent
business combination, and the possibilities of undue pressures on shareholders
to tender rather than risk remaining as minority shareholders. The board also
considered that the amendments could result in a denial or reduction to
shareholders of potential premiums over market often afforded by tender offers,
the ability of management or less than a majority of shareholders to thwart
transactions which may be desirable or beneficial to other shareholders, and
the fact that the amendments may make it more difficult to alter management of
the Company. Nonetheless, the board believes that the staggered board and the
other provisions contained in the bylaw amendments tend to strike a balance
between rights afforded to controlling shareholders and those afforded other
public shareholders. The board believes that if any future takeover of the
Company is involved, the shareholders are more likely to benefit in the long
term if there are provisions inducing a prospective acquiror to negotiate with
management on an arm's-length basis rather than being able to exploit the
pressure on shareholders created by a hostile tender offer.
OTHER MAJOR BYLAW AMENDMENTS
The other major bylaw amendments adopted are as follows:
1. The affirmative vote of at least sixty-six and two-thirds percent
(66-2/3%) of the outstanding shares of the capital stock of the Corporation
entitled to vote generally in the election of directors is required to sell,
assign or dispose of the Corporation's assets or to merge with another
corporation or entity, if such transaction is not approved by a majority of the
directors then in office who were directors for the two-year period ending on
the date notice of the meeting or written consent is first provided to
shareholders (the "Continuing Directors") or to enter into any transaction,
including the issuance or transfer of securities of the Company, to any holder
of twenty percent (20%) of the outstanding capital stock of the Company. The
previous bylaws had no comparable provision.
2. Directors may be removed only by the affirmative vote of sixty-six
and two-thirds percent (66-2/3%) or more of the outstanding shares of capital
stock of the Company entitled to vote generally. The previous bylaws allowed
removal by a majority of shareholders entitled to vote in the election of
directors.
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3. The shareholders may amend or repeal the provisions that contain
anti-takeover measures in the bylaws adopted by the board of directors by an
affirmative vote of the holders of sixty-six and two-thirds percent (66-2/3%)
or more of the outstanding capital stock of the Company. The previous bylaws
were silent as to shareholder amendment of bylaws.
ELECTION OF DIRECTORS
At the annual meeting, seven directors are to be elected. As a result
of recent bylaw amendments, there will be three classes of directors and each
nominee elected will hold office for the term indicated in the table below, or
until his successor has been duly elected and been qualified. See "Amendments
to Bylaws." In order to be elected, each nominee for director must receive at
least the number of votes equal to the plurality of the shares represented at
the meeting, either in person or by proxy.
The persons named in the accompanying proxy have been designated by
the board of directors, and unless authority is withheld, they intend to vote
for the election of the nominees named below to the board of directors. All
seven nominees are currently members of the board of directors. If any nominee
should become unavailable or unable to serve as a director, the proxy may be
voted for a substitute selected by persons named as proxies or the board may be
reduced accordingly; however, the board of directors is not aware of any
circumstances likely to render any nominee unavailable. Any director elected
by the board of directors to fill a vacancy will be elected for the unexpired
term of such director's predecessor in office.
CLASS I - Term to Expire at 1997 Annual Meeting
Raymond O. Loen
Clyde W. Smith, Jr.
CLASS II - Term to Expire at 1998 Annual Meeting
A. Earl Swift
Henry C. Montgomery
Harold J. Withrow
CLASS III - Term to Expire at 1999 Annual Meeting
Virgil N. Swift
G. Robert Evans
NOMINEES
Set forth below is certain information, as of the date hereof,
concerning the nominees for election to the board of directors of the Company.
ONE YEAR TERM
Raymond O. Loen, 71, nominated for a one-year term, has served as a
director of the Company since its founding in 1979. Since 1963, he has been
President of R.O. Loen Company, a privately held management consulting firm
headquartered in Lake Oswego, Oregon.
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Clyde W. Smith, Jr., 47, nominated for a one-year term, has served as
a director of the Company since 1984. He has served as President of Somerset
Properties, Inc., a real estate and investment company, since 1985.
TWO YEAR TERM
A. Earl Swift, 62, nominated for a two-year term, is President, Chief
Executive Officer and Chairman of the Board of Directors of the Company and has
served in such capacity since its founding in 1979. For the 17 years prior to
1979, he was employed by affiliates of American Natural Resources Company,
serving his last three years as Vice President of Exploration and Production
for Michigan-Wisconsin Pipe Line Company and American Natural Gas Production
Company. Mr. Swift is a registered professional engineer and holds a degree in
Petroleum Engineering, a Juris Doctor degree and a Master's degree in Business
Administration. He is the brother of Virgil N. Swift and the father of Terry
E. Swift.
Henry C. Montgomery, 60, nominated for a two-year term, has served as
a director of the Company since 1987. Since 1980, Mr. Montgomery has been the
Chairman of the Board of Montgomery Financial Services Corporation, a
management consulting and financial services firm. Mr. Montgomery previously
served as Chairman of the Board of each of Private Financial Services
Corporation, a management consulting and financial services firm (1986 to
1989), Aquanautics Corporation, a public company involved in the extraction of
oxygen from water and air (1986 to 1991) and Catalyst Semiconductor, Inc., a
public company engaged in the design and manufacture of semiconductors (1990 to
1995).
Harold J. Withrow, 68, nominated for a two-year term, has been a
director of the Company since 1988. Mr. Withrow worked as an independent oil
and gas consultant from 1988 until he retired at the end of 1995. From 1975
until 1988, Mr. Withrow served as Senior Vice President-Gas Supply for Michigan
Wisconsin Pipe Line Company and its successor, ANR Pipeline Company.
THREE YEAR TERM
Virgil N. Swift, 67, nominated for a three-year term, has been a
director of the Company since 1981, and has acted as Vice Chairman of the Board
and Executive Vice President-Business Development since November 1991. He
previously served as Executive Vice President and Chief Operating Officer from
1982 to November 1991. Mr. Swift joined the Company in 1981 as Vice
President-Drilling and Production. For the preceding 28 years he held various
production, drilling and engineering positions with Gulf Oil Corporation and
its subsidiaries, last serving as General Manager-Drilling for Gulf Canada
Resources, Inc. Mr. Swift is a registered professional engineer and holds a
degree in Petroleum Engineering. He is the brother of A. Earl Swift.
G. Robert Evans, 64, nominated for a three-year term, has been a
director of the Company since 1994. Since 1991, he has been Chairman and Chief
Executive Officer of Material Sciences Corporation of Elk Grove Village, a
corporation that develops and commercializes continuously processed, coated
materials technologies. He is also currently serving as a director of three
other public companies: Consolidated Freightways, Inc. (transportation),
Fibreboard Corporation (wood products, insulation and resort operations) and
Elco Industries (manufacturing). From 1990 until 1991, he served as President,
Chief Executive Officer and a Director of Corporate Finance Associates of
Illinois, Inc., a financial intermediary and consulting firm. From 1987 until
1990, he served as President, Chief Executive Officer and a Director of Bemrose
Group USA, a British holding company engaged in value-added manufacturing and
sale of products to the advertising specialty industry.
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COMPENSATION TO DIRECTORS
Board members are reimbursed for travel expenses they incur in
attending board of directors meetings. Employees of the Company are not
compensated for serving as directors. During 1996, nonemployee members of the
board of directors will receive $1,750 per board meeting attended, an annual
fee of $5,000 for serving on committees of the board, and an additional annual
fee of $5,000 for services as a director. Compensation paid to nonemployee
directors during 1995 for their services as directors in the form of cash and
shares totaled $111,250 (this figure includes deferred compensation payable in
shares valued at $10,250).
Under the 1990 Nonqualified Plan, each nonemployee director is granted
options to purchase 10,000 shares of the Company's common stock on the date he
first becomes a nonemployee director. Additionally, on the day after each
annual meeting of the shareholders, each individual who is a nonemployee
director on that date is granted, subject to an option maximum of 60,000 shares
per director, options to purchase 5,000 shares of the Company's common stock.
In accordance with the 1990 Nonqualified Plan, each of the nonemployee
directors (Messrs. Loen, Montgomery, Smith, Evans and Withrow) have been
granted options for shares of the Company's common stock. Due to a ten percent
stock dividend declared September 7, 1994, the number of shares underlying all
options held by each of the nonemployee directors increased by ten percent as
of such date with a commensurate 10% decrease in the option exercise prices.
None of the nonemployee directors exercised options during the year
ended December 31, 1995.
The following table presents information regarding awards of stock
options under the 1990 Nonqualified Plan from its inception through December
31, 1995, to nonemployee directors and the total number held under all Company
plans.
Shares of Common
Stock Underlying Total Shares of Common
Options Granted Under Stock Underlying Options
Name 1990 Nonqualified Plan Granted Under all Plans
------------------------- ------------------------ ---------------------------
G. ROBERT EVANS 11,000 11,000
RAYMOND O. LOEN 27,000 38,000
HENRY C. MONTGOMERY 22,050 38,000
CLYDE W. SMITH, JR. 27,000 35,800
HAROLD J. WITHROW 22,600 38,000
For the number of options exercisable by each of the nonemployee
directors, see footnote (1) to the table set forth under "Principal
Shareholders" below.
MEETINGS OF THE BOARD OF DIRECTORS
During 1995, the board of directors met on eight occasions. In
addition, management confers frequently with its directors on an informal basis
to discuss Company affairs. During 1995, each director attended at least 75%
of both (i) the total number of meetings of the board of directors and (ii) the
total number of meetings of all committees of the board on which he served.
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COMMITTEES OF THE BOARD
The board of directors of the Company has established various standing
committees, including, among others, Audit, Nominating and Compensation
Committees. A description of the functions of the Audit, Nominating and
Compensation Committees is set forth below.
AUDIT COMMITTEE. The Audit Committee is comprised entirely of
nonemployee directors. The Audit Committee recommends to the board of
directors the engagement of, and reviews the services performed by, the
Company's independent auditors. Messrs. Loen, Montgomery and Smith are members
of the Audit Committee, which held four meetings in 1995.
NOMINATING COMMITTEE. The Nominating Committee's function is to
review the performance of directors and to recommend persons to be management's
nominees for directorships. The Nominating Committee may consider nominees
recommended by shareholders, upon written request by a shareholder addressed to
any member of the committee. See "Shareholder Proposals" herein. Messrs. A.
E. Swift, Loen and Smith are members of the Nominating Committee. The
Nominating Committee held one meeting in 1995.
COMPENSATION COMMITTEE. The Compensation Committee at all times is
comprised of at least three nonemployee directors who are "disinterested
persons" as defined in Rule 16b-3 under the Securities Exchange Act of 1934
(the "Exchange Act"). The Compensation Committee has sole authority to
administer the Company's stock option plans and stock purchase plan, although
it has no discretion as to awards of stock options under the 1990 Nonqualified
Plan. The Compensation Committee also reviews and makes recommendations
regarding the compensation levels of the Company's executive officers. Messrs.
Loen, Montgomery and Withrow are members of the Compensation Committee, which
held six meetings in 1995.
COMPLIANCE WITH SECTION 16 OF THE EXCHANGE ACT
Section 16(a) of the Exchange Act requires the Company's directors and
executive officers, and persons who own more than 10% of a registered class of
the Company's equity securities, to file with the Securities and Exchange
Commission, the New York Stock Exchange and the Pacific Stock Exchange initial
reports of ownership and reports of changes in ownership of common stock of the
Company. Officers, directors and greater than 10% shareholders are required by
regulation to furnish the Company with copies of all Section 16(a) forms they
file.
To the Company's knowledge, based solely on a review of the copies of
Forms 3 and 4 furnished to the Company during the fiscal year beginning January
1, 1995, and ending December 31, 1995, and Forms 5 furnished to the Company
with respect to such fiscal year, all Section 16(a) filing requirements
applicable to the Company's officers, directors and greater than 10% beneficial
owners were complied with.
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PRINCIPAL SHAREHOLDERS
The following table sets forth information concerning the
shareholdings, as of March 1, 1996, of the seven current members of the board
of directors (all of whom are nominees for re-election), each of the Company's
five most highly compensated executive officers, all executive officers and
directors as a group, and each person who beneficially owned more than five
percent of the Company's outstanding common stock.
Shares of Common Stock
Beneficially Owned at
March 1, 1996(1)
---------------------------
Percent of
Class
Name of Person or Group Position Number Outstanding
----------------------- -------- ------ -----------
A. Earl Swift . . . . . . . . Chairman of the Board, President, 295,138(2) 2.3%
Chief Executive Officer
Virgil N. Swift . . . . . . . Vice Chairman of the Board, Executive 312,632 2.4%
Vice President--Business Development
G. Robert Evans . . . . . . . Director 4,200 (3)
Raymond O. Loen . . . . . . . Director 141,356(4) 1.1%
Henry C. Montgomery . . . . . Director 29,370 (3)
Clyde W. Smith, Jr. . . . . . Director 22,625 (3)
Harold J. Withrow . . . . . . Director 20,900 (3)
Terry E. Swift . . . . . . . Executive Vice President, Chief 74,388 (3)
Operating Officer
John R. Alden . . . . . . . . Senior Vice President--Finance, Chief 60,915 (3)
Financial Officer, Secretary
James M. Kitterman . . . . . Senior Vice President--Operations 49,460 (3)
All executive officers & directors as a group (12 persons) . . . . . . 1,088,789 8.6%
Foreign & Colonial Management Limited . . . . . . . . . . . . . . . . . 953,052(5) 7.6%(5)
Hypo Foreign & Colonial Management (Holdings) Limited
Exchange House, Primrose Street
London EC2A 2NY England
FMR Corp . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,291,458(6) 9.8%(6)
82 Devonshire Street
Boston, Massachusetts 02109
State Street Research & Management Company . . . . . . . . . . . . . . 1,284,450(7) 10.3%(7)
Metropolitan Life Insurance Company
One Financial Center, 30th Floor
Boston, Massachusetts 02111-2690
__________________________
(1) Unless otherwise indicated in the footnotes below, the number of
shares of common stock held and percent outstanding are as of March 1,
1996. Unless otherwise indicated below, the persons named have sole
voting and investment power over the number of shares of the Company's
common stock shown as being owned by them. The table includes the
following shares that were acquirable within 60 days following March
1, 1996 by exercise of options granted under the Company's stock
option plans: Mr. A. E. Swift - 46,552; Mr. V. N. Swift - 43,516; Mr.
Loen - 22,000; Mr. Smith - 19,800; Mr. Montgomery - 25,960;
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Mr. Withrow - 18,700; Mr. T. E. Swift - 52,461; Mr. Alden - 45,232;
Mr. Kitterman - 34,980; and all executive officers and directors as a
group - 370,843.
(2) Includes 2,858 shares held by Mr. Swift's wife.
(3) Less than one percent.
(4) Includes 14,300 shares as to which Mr. Loen, as co-trustee for an
HR-10 Retirement Plan, shares voting and investment power with his
wife; 70,000 shares held by his wife (who holds sole voting and
investment power as to those shares and 3,680 shares held in her IRA),
and 4,554 shares held in Mr. Loen's IRA.
(5) Based on Schedules 13G dated February 1, 1996 and February 8, 1996
filed with the Securities and Exchange Commission. The shares listed
comprise 872,070 shares of Common Stock and $660,000 6.5% Convertible
Subordinated Debentures due June 30, 2003, which, as of the date of
the Schedules 13G, were convertible into approximately 80,982 shares
of the Company's stock. Foreign & Colonial Management Limited ("F&C")
is deemed to have beneficial ownership of 953,052 shares of the
Company's stock. F&C is an Investment Adviser registered under the
Investment Advisers Act of 1940 and is a wholly owned subsidiary of
Hypo Foreign & Colonial Management (Holdings) Limited. F&C disclaims
beneficial interest in all of the shares.
(6) Based on a Schedule 13G dated February 8, 1996 filed with the
Securities and Exchange Commission, Fidelity Management & Research
Company ("Fidelity"), a wholly-owned subsidiary of FMR Corp., an
Investment Adviser registered under Section 203 of the Investment
Advisers Act of 1940, is deemed to be the beneficial owner of
1,291,458 shares of the Company's stock as a result of acting as an
investment adviser to several investment companies registered under
Section 8 of the Investment Company Act of 1940 (the "Funds").
Members of the Edward C. Johnson 3d family and trusts for their
benefit are the predominant owners of Class B shares of common stock
of FMR Corp., representing approximately 49% of the voting power of
FMR Corp. Mr. Johnson 3d owns 12.0% and Abigail P. Johnson owns 24.5%
of the aggregate outstanding voting stock of FMR Corp. The Johnson
family group and all other Class B shareholders have entered into a
shareholders' voting agreement under which all Class B shares will be
voted in accordance with the majority vote of Class B shares.
Accordingly, through their ownership of voting common stock and the
execution of the shareholder's voting agreement, members of the
Johnson family may be deemed, under the Investment Company Act of
1940, to form a controlling group with respect to FMR Corp. Neither
FMR Corp. nor Edward C. Johnson 3d, Chairman of FMR Corp., has any
power to vote or direct the voting of the shares owned directly by the
Funds, which power resides with the Funds' Boards of Trustees.
(7) Based on Schedules 13G dated February 8, 1996 and February 13, 1996
filed with the Securities and Exchange Commission. State Street
Research and Management Company ("State Street") is deemed to have
beneficial ownership of 1,284,450 shares of the Company's stock and
reports sole power to vote 1,238,650 of these shares. State Street is
an Investment Adviser registered under Section 203 of the Investment
Advisers Act of 1940 and is a wholly owned subsidiary of Metropolitan
Life Insurance Company. State Street disclaims beneficial interest in
all of the shares held by it.
EXECUTIVE OFFICERS
The executive officers of the Company are appointed annually by the
board of directors. Information regarding A. Earl Swift, President, Chief
Executive Officer and Chairman of the Board, and Virgil N. Swift, Executive
Vice President--Business Development and Vice Chairman of the Board, is set
forth above under "Election of Directors--Nominees." Set forth below is
certain information, as of the date hereof, concerning the other executive
officers of the Company.
Terry E. Swift, 40, was appointed Executive Vice President and Chief
Operating Officer of the Company in 1991. He served as Senior Vice
President--Exploration and Joint Ventures from 1990 to 1991 and as Vice
President--Exploration and Joint Ventures from 1988 to 1990. Mr. Swift has a
degree in Chemical Engineering and a Master's Degree in Business
Administration. He is the son of A. Earl Swift.
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John R. Alden, 50, was appointed Senior Vice President--Finance and
Chief Financial Officer in 1990. He is also Secretary of the Company. He
joined the Company in 1981 and prior to 1990 he served the Company as its
secretary and its principal financial officer under a variety of titles. Mr.
Alden holds a degree in Accounting and a Master's degree in Business
Administration.
Bruce H. Vincent, 48, joined the Company as Senior Vice
President--Funds Management in 1990. Mr. Vincent acted as President of Vincent
& Company, an investment banking firm, from 1988 to 1990. Mr. Vincent holds a
degree in Business Administration and a Master's degree in Finance.
James M. Kitterman, 51, was appointed Senior Vice
President--Operations in May 1993. He had previously served as Vice
President--Operations since joining the Company in 1983. Mr. Kitterman holds a
degree in Petroleum Engineering and a Master's degree in Business
Administration.
Alton D. Heckaman, Jr., 39, was appointed Vice President and
Controller in May 1993. He had previously served as Assistant Vice
President--Finance and Controller since 1986. Mr. Heckaman joined the Company
in 1982. He is a Certified Public Accountant and holds a degree in Accounting.
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EXECUTIVE COMPENSATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table sets forth certain summary information regarding
compensation paid or accrued by the Company to or on behalf of the Company's
Chief Executive Officer and each of the other four most highly compensated
executive officers of the Company (determined as of the end of the last fiscal
year) for the fiscal years ended December 31, 1993, 1994 and 1995.
SUMMARY COMPENSATION TABLE
LONG TERM
ANNUAL COMPENSATION COMPENSATION ALL OTHER COMPENSATION ($)
-------------------------------- ---------------- ---------------------------
BONUS(1) AWARDS
-------------------- ----------------
NAME AND SECURITIES
PRINCIPAL UNDERLYING LIFE
POSITION YEAR SALARY($) CASH ($) STOCK ($) OPTIONS/SARS(#)(2) INSURANCE($)(3) 401(K)($)(4)
----------------- ----- ------- -------- ---------- ------------------ --------------- ------------
A. EARL SWIFT 1995 $278,400 $90,000 $90,000 0 $80,073 $7,500
Chief Executive 1994 278,400 128,000 32,000 12,100(5) 102,240 7,500
Officer, President 1993 260,180 136,000 34,000 23,980(6) 47,941 7,925
VIRGIL N. SWIFT 1995 171,968 35,391 8,836 0 47,669 7,500
Executive Vice 1994 190,600 23,898 5,975 12,100(5) 29,019 7,500
President--Business 1993 178,180 31,350 7,839 21,340(6) 22,369 7,816
Development
TERRY E. SWIFT 1995 158,300 33,675 8,358 0 6,700 7,500
Chief Operating 1994 158,300 21,117 5,279 52,756 6,138 7,500
Officer, Executive 1993 145,180 27,100 6,775 16,390 5,573 7,580
Vice President
JOHN R. ALDEN 1995 142,500 27,462 6,086 0 14,056 7,500
Chief Financial 1994 142,500 17,296 4,324 37,730 11,419 7,500
Officer, Senior Vice 1993 133,180 23,430 5,859 13,640 8,781 7,512
President--Finance
JAMES M. KITTERMAN 1995 138,400 28,430 7,164 0 14,363 7,500
Senior Vice 1994 138,400 17,353 4,338 46,750 12,328 7,500
President-- 1993 128,180 22,720 5,682 11,000 10,294 7,350
Operations
(1) Bonus amounts reported for 1995, 1994 and 1993 include bonuses earned
during those years, but actually paid in the following year.
(2) The numbers of securities underlying options granted in 1993 and 1994
reflect the 10% stock dividend that occurred in September 1994.
(3) Represents insurance premiums paid by the Company during the covered
fiscal year with respect to life insurance for the benefit of the
named executive officer.
(4) Contributions by the Company (one-half in cash and one-half in
Company stock) for the account of the named executive officer to the
Swift Energy Company Employee Savings Plan.
(5) Includes for each of Messrs. A. E. Swift and V. N. Swift,
respectively, previously granted options for 12,100 shares that were
extended and repriced in 1994.
(6) Includes for each of Messrs. A. E. Swift and V. N. Swift,
respectively, previously granted options for 3,300 shares that were
extended and repriced in 1993.
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EMPLOYMENT CONTRACTS
Effective June 1, 1994, Virgil Swift commenced a five year employment
agreement which provides for an immediate 40% reduction in salary, coupled with
an immediate 25% reduction in working hours, decreasing to a 50% work schedule
at the commencement of the third year of the agreement and continuing for the
remaining term thereof. The contract also provides for a payment of $55,550
for four years in consideration of Mr. Swift's agreement not to compete with
the Company for a period of seven years, although if Mr. Swift's employment is
terminated by the Company upon a change in control (as defined under "Change of
Control Arrangements" below), he is entitled to receive the non-competition
payments without compliance with those provisions and his remaining salary in
one lump sum, discounted to present value at 8% per annum.
Effective November 1, 1995, the Company entered into employment
agreements with its other five most senior executive officers, A. Earl Swift,
President, Terry E. Swift, Executive Vice President, and its three Senior Vice
Presidents, John R. Alden, James M. Kitterman and Bruce H. Vincent. All of the
agreements (other than that for A. Earl Swift) provide for an initial
three-year term, which is automatically extended for one year on each
anniversary thereof. These agreements provide for payment of six months'
salary (plus, for A. Earl Swift, two weeks' salary for every year of service to
the Company) and six months' continuation of medical benefits upon termination
of employment other than for "cause". The agreements can be terminated by the
Company (other than for "cause") only by a majority of Continuing Directors.
Upon employment termination in connection with or following a change of control
(as defined under "Change of Control Arrangements" below), the executives are
entitled to receive 18 months' salary plus two weeks' salary for every year of
service to the Company, and continuation of certain insurance coverages for
certain periods. Following termination of employment all outstanding vested
and non-vested stock options held by the executives will be converted into
non-qualified five year options for the same number of shares at the same
exercise prices, or the closing price of the Company's common stock on the New
York Stock Exchange if it is lower.
A. Earl Swift's employment agreement is similar to those for the other
executives, with the following exceptions. The term is eight years, the first
three of which cover his full-time employment by the Company under the same
compensation arrangements which have been in place over the past several years.
The last five years of the agreement cover up to twenty hours per week, 46
weeks per year on specific matters designated by the Board of Directors.
During this five year period, Mr. Swift's compensation will be one-half his
annual base compensation at the end of the third year of the contract, plus any
bonus provided by the Board of Directors. In the event of a change of control
during the first three years of the agreement, Mr. Swift's compensation for the
remaining term of the agreement shall be at least as much as for the last
preceding year, or, if a change of control occurs during the last five years of
the agreement, at least the average of his total compensation during the first
three years of the agreement. Mr. Swift's contract provides for a payment of
$75,850, plus 17% of his total compensation during the third year of the
agreement, for five years in consideration of Mr. Swift's agreement not to
compete with the Company for a period of up to eight and one-half years. In
the event of a change of control, these amounts are payable in the same manner
as provided in Virgil Swift's agreement described above, together with two
weeks' salary for every year of service to the Company.
STOCK OPTION GRANTS
During 1995, no stock options were granted to the named executive
officers under the Company's 1990 Stock Compensation Plan.
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OPTION VALUES
The following table contains information concerning the number and
value of unexercised options held by the named executive officers at December
31, 1995:
FY-END OPTION/SAR VALUES
Number of Value of
Securities Underlying Unexercised In-the-
Unexercised Options/SARs Money Options/SARs at
at FY-End (#) FY-End ($)(1)
--------------------------------- --------------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
--------------------------- ---------------- --------------- ---------------- -----------------
A. Earl Swift 46,552 20,328 $142,392 $62,645
Virgil N. Swift 43,516 17,425 119,485 50,114
Terry E. Swift 52,461 57,539 168,589 159,163
John R. Alden 45,232 42,768 137,273 118,208
James M. Kitterman 34,980 47,520 98,558 130,197
__________________________
(1) Options are "in-the-money" if the market price of a share of common
stock exceeds the exercise price of the option. The value of
unexercised in-the-money options equals the market price of shares at
December 31, 1995 ($12.00 per share) less the exercise price.
CHANGE OF CONTROL ARRANGEMENTS
Under the 1990 Stock Compensation Plan and the 1990 Nonqualified Plan
(collectively, the "Plans"), the occurrence of a change of control of the
Company will (unless the board of directors provides otherwise prior to the
change of control) cause all outstanding stock options to become fully
exercisable, other than options that have been outstanding less than one year.
A "change of control" is defined in the Plans to mean any of the following
events: (i) any person or group becomes the beneficial owner of shares having
40% or more of the votes that may be cast for the election of directors; (ii)
as a result of any cash tender offer, exchange offer, merger or other business
combination, sale of assets or contested election, persons who were directors
of the Company immediately prior to such event cease to constitute a majority
of the board of directors; (iii) the shareholders of the Company approve an
agreement providing either for a transaction in which the Company will cease to
be an independent publicly owned corporation or for a sale or other disposition
of all or substantially all the assets of the Company; or (iv) a tender offer
or exchange offer is made for shares of the Company's common stock (other than
by the Company) and shares are acquired thereunder.
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COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
COMPENSATION PHILOSOPHY
The board of directors first established its Compensation Committee in
1982. The Compensation Committee has always been composed solely of
nonemployee directors, and has set executive compensation since that time.
Since 1987, when the Compensation Committee undertook an evaluation of the
Company's policies, compensation has been based upon Company performance.
Philosophically, the Compensation Committee and the Company's Chief
Executive Officer believed it to be beneficial to the Company in its early
years to keep executive compensation in the low to middle ranges in comparison
to levels paid by comparable entities, particularly in comparison to many
companies in the oil and gas industry in which compensation levels grew rapidly
during the late 1970s and early 1980s. Since 1987, the bonus compensation of
the Company's Chief Executive Officer has been based almost solely upon the
Company's performance, as described below.
In 1987 the Compensation Committee, with the help of an outside
consulting firm, determined that compensation paid to the Chief Executive
Officer was disproportionately low in relation to the compensation of
comparable executives in the industry. At that point the Compensation
Committee instituted an annual bonus for the Chief Executive Officer equal to a
sliding scale percentage of total partnership and joint venture funds raised by
the Company in that year, providing that only the lowest bonus was to be paid,
regardless of the amounts of funds raised, if the Company's earnings did not
increase by at least 15% in that year. This formula was adopted at a time when
most of the Company's earnings were derived from earned interests and fees from
partnership and joint venture activities.
In late 1989, as the proportion of the Company's revenues from oil and
gas sales began to grow significantly, and following the adoption of a
five-year strategic plan in 1988, the Company prepared an evaluation of
compensation among six entities selected by an investment banking firm which
were engaged in the same activities as the Company. Based upon this analysis,
the Compensation Committee adopted a new incentive compensation system for the
Company's executive officers, and revised the bonus formula for the Chief
Executive Officer, to one based upon earnings per share and growth in oil and
gas reserves, as described in detail below. In 1995, the Compensation
Committee further modified its criteria to reflect the importance of cash flow
to an oil and gas company and the Company's increased emphasis on exploration
and drilling activities, in addition to acquisition of producing properties,
given the Compensation Committee's belief that successful drilling activities
are based upon a high level of drilling prospects. Accordingly, in 1995, the
Compensation Committee amended the bonus formula in the 1990 Stock Compensation
Plan to add two factors: year-to-year increases in both cash flow per share and
probable reserves. The 1990 Plan, as amended, was used for determining 1994 and
1995 incentive awards based upon Company performance in each of those years.
COMPENSATION CRITERIA AND PERFORMANCE MEASUREMENT
The Company's executive compensation consists of three components:
base salary, annual incentive bonuses, and long term stock-based incentives.
BASE SALARY for a particular year is based upon (i) the executive's
scope of responsibility, (ii) an evaluation of each executive's individual
performance during the year, (iii) an attempt to keep executive salaries within
the range paid by comparably sized oil and gas exploration and production
companies, based in part upon an annual survey provided by an outside
consultant on a group of 37 independent oil and gas companies with market
capitalizations between $20 million and $1.8 billion (the "Compensation Survey
Group"), and (iv) an evaluation of the Company's performance during the
preceding year, including the Company's earnings, reserve growth, cash flow and
levels of general and administrative expenses. Individual performance
evaluation is based upon each executive's review of his own performance
throughout the year and upon a performance review by the Company's Chief
Executive
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Officer, and in the case of the Chief Executive Officer, a review of his
performance by the Compensation Committee.
The Compensation Survey Group includes only one company in common with
the Dow Jones Oil, Secondary Index (the "Index") used in the "Five Year
Shareholder Return Comparison" set forth herein. The Compensation Survey Group
is used by the Company for purposes of executive compensation comparison
because it constitutes a broader group than the group of 17 companies included
in the Index, and because the Compensation Survey Group is comprised of
companies somewhat closer in size and line of business to the Company than the
companies included in the Index. The Index was selected in accordance with
Securities and Exchange Commission rules solely for shareholder return
comparison purposes because it is a published industry index.
ANNUAL INCENTIVE BONUSES for a particular year are awarded after the
end of that year, based on both individual and Company performance during that
year. Bonuses are awarded under the 1990 Stock Compensation Plan (the "1990
Plan") in the form of Performance Bonus Awards, which may be either in cash or
in shares of the Company's common stock as determined by the Compensation
Committee. The amount of an executive officer's Performance Bonus Award for a
particular year is determined under a formula that utilizes the following
factors: (i) the increase in earnings per share during that year (a measure of
short-term performance); (ii) the increase in the cash flow per share during
that year (a measure of short-term performance); (iii) the increase in the
volume of the Company's proved oil and gas reserves during that year (a measure
of long-term performance); (iv) the increase in the probable oil and gas
reserves during that year (a measure of long-term performance); and (v) the
overall performance of that executive officer in contributing to the Company's
achievement of its strategic objectives, as evaluated by the Compensation
Committee. The 1990 Plan, prior to being amended in 1995, did not include the
factors of increases in cash flow per share and increases in probable reserves,
while two of the factors, earnings per share and reserve growth, are the same
performance factors upon which the Company's goals in its 1988 strategic plan
were based. Generally, the three broad categories of performance factors,
short-term factors, long-term factors and individual performance factors, are
given equal weight, except that the Committee may make adjustments in the bonus
formula or in the performance factors considered on a uniform basis among all
the executive officers (other than the Chief Executive Officer, as to whom a
different adjustment may be made). In determining Performance Bonus Awards for
1994 (determined and paid in 1995 subsequent to the release of the Company's
1995 Proxy Statement), the Compensation Committee considered the 44% cash flow
per share increase, an increase in proved reserves of 15%, and a substantial
increase in probable reserves from 1993 to 1994, offset somewhat by a decrease
in earnings per share, resulting from an accounting change and other factors.
In determining Performance Bonus Awards for 1995 (determined and paid in 1996),
the Committee considered the small increase in cash flow per share, the
increase in net proved reserves of 70% and a smaller increase in probable
reserves from 1994 to 1995, as well as the slight decrease in earnings per
share before the cumulative effect of a change in accounting principles. The
Committee took into account, with respect to earnings per share, that the
Company issued 5,750,000 additional shares of Common Stock in 1995 pursuant to
a public offering. For both 1994 and 1995, the Compensation Committee also
took into account individual performance ratings reflecting individual
contribution and contribution to group effectiveness.
Under the 1990 Plan, executive officers may receive Performance Bonus
Awards equal to up to 35% of their base salaries, and the award of the Chief
Executive Officer may be equal to up to 70% of his base salary. Awards paid in
the last three years averaged 20.9% of executive officers' base salaries and
62.5% of the Chief Executive Officer's base salary.
The Performance Bonus Award to the Chief Executive Officer
additionally differs from those awarded to the other executive officers in that
the size of the Chief Executive Officer's Performance Bonus Award is more
closely tied to Company performance, so that it has varied more widely from
year to year than the awards to other executive officers.
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LONG-TERM STOCK-BASED INCENTIVES are provided through annual grants of
incentive stock options to executives and others under the 1990 Plan. This
component is intended to retain and motivate executives to improve long-term
shareholder value. Stock options are granted at the prevailing market price
and will only have value if the Company's stock price increases. Grants vest
in equal amounts over five years; executives must be employed by the Company at
the time of vesting in order to exercise the options.
The Compensation Committee determines a total number of options to be
granted in any year based on the total number of outstanding unexercised
executive options, so as to avoid excessive dilution of the shareholders' value
in the Company through executive option exercises. Out of the number so
determined, options are granted to executive officers in varying amounts,
roughly related to their levels of executive responsibility. Outstanding
historical performance by an executive officer may be recognized through a
larger than normal option grant.
The Company believes that its compensation policy described above
provides an excellent link between the value created for shareholders and the
compensation paid to executive officers.
COMPENSATION OF CHIEF EXECUTIVE OFFICER IN 1995
Base Salary. The Chief Executive Officer's base salary in 1995 was
$278,400, which was exactly the same as his base salary in 1994. The
Compensation Committee's determination was based on the factors described above
under "--Compensation Criteria and Performance Measurement--Base Salary."
Bonus. As noted in the section on "Annual Incentive Bonuses" above,
the Committee may give a different weighting to the five bonus formula
performance factors in determining the Chief Executive Officer's bonus than it
uses in determining bonuses for other executive officers. In determining the
Chief Executive Officer's bonus the Committee has typically given more weight
to factors based upon the Company's performance than to its evaluation of his
general contribution, since the Committee does not observe and supervise such
performance on a day-to-day basis. For 1994, the Committee reduced the total
bonus of the Chief Executive Officer from $170,000 total bonus in 1993
($136,000 in cash and $34,000 in stock), or approximately 65% of base salary to
$160,000 ($128,000 in cash and $32,000 in stock), or approximately 56% of base
salary. However, due to an increase in base salary in 1994, the Chief
Executive's total compensation increased slightly. For 1995, based on the
factors described above, the Committee increased the Chief Executive Officer's
total bonus from $160,000 in 1994 to $180,000 in 1995. However, the Committee
reduced the cash portion of the bonus from $128,000 to $90,000, increasing the
stock portion from $32,000 to $90,000.
Stock Options. The Chief Executive Officer was not granted any options
for shares of common stock in 1995. But see "Option Repricings in 1994" below.
Section 162(m) of the Internal Revenue Code. The Compensation
Committee does not propose to adopt any particular policy with respect to
Section 162(m) of the Internal Revenue Code, which was adopted by Congress in
1993 and limits the deductibility of compensation paid to any individual in
excess of $1 million per year. The Company has not paid and does not
anticipate paying compensation at these levels, and even including the
unrealized value of unexercised stock options, does not believe that these
provisions will be relevant to the Company's executive compensation levels for
the foreseeable future.
COMPENSATION COMMITTEE
Raymond O. Loen, Chairman
Henry C. Montgomery
Harold J. Withrow
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FORWARD LOOKING STATEMENTS
The information contained in this Proxy Statement that is not
historical, such as information regarding increases in oil and gas reserves
contained in the Compensation Committee Report, are "forward-looking
statements," as that term is defined in Section 21E of the Securities and
Exchange Act of 1934, as amended, that involve a number of risks and
uncertainties. Estimates of proved reserves represent quantities of oil and
gas which, upon analysis of engineering and geologic data, appear with
reasonable certainty to be recoverable in the future from known oil and gas
reservoirs under existing economic and operating conditions. When economic or
operating conditions change, the Company's proved reserves can differ
materially from those stated in such "forward-looking statements."
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FIVE YEAR SHAREHOLDER RETURN COMPARISON
The graph below compares the cumulative total return on the Company's
common stock to that of (i) the Standard & Poor's 500 Stock Index and (ii) the
Dow Jones Oil, Secondary Index.
1990 1991 1992 1993 1994 1995
Swift Energy Co $100 $58 $88 $92 $103 $127
S & P 500 100 130 140 155 157 215
D J OIL - SECONDARY 100 98 99 110 106 123
"Cumulative total return" equals (i) the change in share price during
the measurement period plus cumulative dividends for the measurement period
(assuming dividend reinvestment), divided by (ii) the share price at the
beginning of the measurement period.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In the ordinary course of its business, the Company acquires interests
in exploratory and developmental oil and gas prospects and sells interests in
such prospects to unaffiliated third parties. For the past several years, the
Company has made available for sale to its executive officers and certain other
employees a portion of the interests in certain prospects that would otherwise
have been sold to third parties. Interests in a prospect are sold to the
Company's employees on terms identical to those at which interests are sold to
third party investors in that prospect. As a result of enhanced drilling
activity, the amounts invested by officers and employees in such prospects in
1995 increased significantly over previous years. During 1995, leasehold and
drilling costs associated with such investments were incurred as follows: A.
Earl Swift - $69,358, Virgil N. Swift - $312,122, Terry E. Swift - $66,618, and
John R. Alden - $79,927. Unaffiliated third parties have invested in all of
the prospects in which the officers invested, on identical terms.
AUDITORS
Arthur Andersen LLP, certified public accountants, has served as the
independent auditors of the Company since its inception. While management
anticipates that this relationship will continue to be maintained during 1996
and subsequent years, it is not proposed that any formal action be taken at the
meeting with respect to the continued employment of Arthur Andersen LLP,
inasmuch as no such action is legally required. A representative from Arthur
Andersen LLP will be present at this year's meeting of shareholders. Such
representative will have the opportunity to make a statement if he desires to
do so and is expected to be available to respond to appropriate questions.
SHAREHOLDER PROPOSALS
Any shareholder who wishes to submit a proposal for action to be
included in the proxy statement and form of proxy relating to the Company's
1997 annual meeting of shareholders, scheduled to be held May 13, 1997, shall
submit such proposal to the Company on or before December 9, 1996.
By Order of the Board of Directors
JOHN R. ALDEN
Secretary
Houston, Texas
April 8, 1996
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SWIFT ENERGY COMPANY
THE BOARD OF DIRECTORS SOLICITS THIS PROXY FOR THE
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 14, 1996
The undersigned hereby constitutes and appoints Raymond O. Loen, Clyde W.
Smith, Jr. or A. Earl Swift, or any of them, with full power of substitution and
revocation to each, the true and lawful attorneys and proxies of the
undersigned at the Annual Meeting of Shareholders (the "Meeting") of SWIFT
ENERGY COMPANY (the "Company") to be held on May 14, 1996 at 4:00 p.m. central
time, in the Wyndham Hotel, 12400 Greenspoint Drive, Houston, Texas, or any
adjournments thereof, and to vote the shares of common stock of the Company
standing in the name of the undersigned on the books of the Company (or which
the undersigned may be entitled to vote) on the record date for the Meeting
with all powers the undersigned would possess if personally present at the
Meeting.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
23
[ X ] Please mark your
votes as this
example.
To withhold authority to vote for any individual nominee, strike his name from
the listing below.
PROPOSAL 1: FOR the election of all nominees for directors listed for the terms
specified in the Company's 1996 Annual Proxy Statement (except as marked to the
contrary at right); or to WITHHOLD AUTHORITY to vote for all nominees.
FOR WITHHELD Nominees: A. Earl Swift Virgil N. Swift
[ ] [ ] Raymond O. Loen Henry C. Montgomery
Clyde W. Smith, Jr. Harold J. Withrow
G. Robert Evans
PROPOSAL 2: In their discretion, the Proxies are authorized to vote upon such
other matters as may properly come before the Meeting, hereby revoking any
proxy or proxies heretofore given by the undersigned.
The Board of Directors recommends a vote for all nominees named in Proposal
1. This proxy will be voted in accordance with the specifications made hereon.
If NO specification is made, the shares will be voted for all nominees.
The undersigned hereby acknowledges receipt of the Notice of 1996 Annual
Meeting of Shareholders and Proxy Statement and the 1995 Annual Report to
Shareholders furnished herewith.
PLEASE SIGN AND RETURN IN THE ENCLOSED STAMPED, PRE-ADDRESSED ENVELOPE.
SIGNATURE _______________________________________ DATE _______________________
SIGNATURE _______________________________________ DATE _______________________
NOTE: Signature should agree with name as it appears hereon. If stock is held
in the name of more than one person, EACH joint owner should sign. Executors,
administrators, trustees, guardians and attorneys should indicate the capacity
in which they sign. Attorneys should submit powers of attorney.