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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 19, 1996
REGISTRATION STATEMENT NO. 333-14785
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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SWIFT ENERGY COMPANY
(Exact name of Registrant)
TEXAS 1311 74-2073055
(State of incorporation) (Primary Standard Industrial (I.R.S. Employer
Classification Code Number) Identification No.)
A. EARL SWIFT, PRESIDENT
SWIFT ENERGY COMPANY
16825 NORTHCHASE DRIVE, SUITE 400
HOUSTON, TEXAS 77060
(713) 874-2700
(Address and telephone number of Registrant's executive offices
and name, address and telephone number of agent for service)
Copies to:
DONALD W. BRODSKY CHRISTINE LAFOLLETTE
JUDY G. GECHMAN THOMAS P. MASON
JENKENS & GILCHRIST, A PROFESSIONAL CORPORATION ANDREWS & KURTH L.L.P.
1100 LOUISIANA STREET, SUITE 1800 4200 TEXAS COMMERCE TOWER
HOUSTON, TEXAS 77002 HOUSTON, TEXAS 77002
(713) 951-3300 (713) 220-4200
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.
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CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS PROPOSED MAXIMUM PROPOSED MAXIMUM
OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
REGISTERED REGISTERED PER NOTE OFFERING PRICE REGISTRATION FEE
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% Convertible Subordinated Notes due
2006................................ $115,000,000(1) 100% $115,000,000(1) $34,849
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Common Stock, $.01 par value per
share............................... (2) (2) (2) (3)
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(1) Includes $15,000,000 principal amount of Notes issuable upon exercise of the
Underwriters' over-allotment option.
(2) Such indeterminate number of shares as may be issued upon conversion of the
Notes.
(3) No additional consideration will be received for the Common Stock and
therefore no registration fee is required pursuant to Rule 457(i).
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 (THE "1933 ACT") OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
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EXPLANATORY NOTE
This amendment is being filed solely to complete Part II of this
Registration Statement and include the exhibits that were not previously filed.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated expenses in connection with the issuance and distribution of
the securities being registered, all of which will be borne by the Company, are
set forth in the following itemized table:
SEC Registration Fee..................................................... $ 34,849
NASD Registration Fee.................................................... 12,000
New York Stock Exchange Listing Fee...................................... 40,000
Trustee's Fees........................................................... 20,000
Blue Sky Fees and Expenses............................................... 5,000
Accounting Fees.......................................................... 65,000
Legal Fees............................................................... 145,000
Printing................................................................. 100,000
Miscellaneous............................................................ 28,151
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Total.......................................................... $450,000
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ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article 2.02-1 of the Texas Business Corporation Act provides that a
corporation may indemnify its officers, directors, employees and agents for
expenses and costs incurred in certain proceedings arising out of actions taken
in their official capacity only if such persons were acting in good faith and in
a manner reasonably believed to be in or not opposed to the best interests of
the corporation, except in relation to matters in which they have been found
liable (i) to the corporation, or (ii) on the basis that personal benefit was
improperly received regardless of whether or not the benefit resulted from
action taken in their official capacity. In the case of any criminal proceeding,
such persons must also have had no reasonable cause to believe such conduct was
unlawful. Article 2.02-1 further provides that a corporation shall indemnify its
officers and directors against reasonable expenses incurred in connection with
proceedings arising out of actions taken in their official capacity in which
such persons have been wholly successful, on the merits or otherwise, in the
defense of such actions. The bylaws of the Company, as amended, provide for
indemnification in favor of the Company's directors, officers, and employees to
the fullest extent permitted by Article 2.02-1. Additionally, the Company
amended its Articles of Incorporation, with shareholder approval, to confirm
that the Company has the power to indemnify certain persons in such
circumstances as are provided in its bylaws. The amendment further enables the
Company to enter into additional insurance and indemnity arrangements at the
discretion of the board of directors. The Company has entered into
Indemnification Agreements with each of its officers and directors, the form of
which was approved by the shareholders of the Company, that essentially
indemnify such individuals to the fullest extent permitted by law.
Article 7.06 of the Texas Miscellaneous Corporation Laws Act provides that
a corporation's articles of incorporation may provide for the elimination or
limitation of a director's liability. The Company's Articles of Incorporation
eliminate the liability of directors to the corporation or its shareholders for
monetary damages for an act or omission in his capacity as a director, with
certain specified exceptions to the Company and its shareholders to the fullest
extent permitted by Article 7.06 of the Texas Miscellaneous Corporation Laws
Act.
The Company maintains insurance, the general effect of which is to provide
coverage for the Company with respect to amounts that it is required to pay
officers and directors under the indemnity provisions described above and
coverage for officers and directors against certain liabilities, including
certain liabilities under the federal securities law.
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ITEM 16. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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**1 -- Form of Underwriting Agreement
++4 -- Form of Indenture between Swift Energy Company and Bank One,
Columbus, N.A.
++5 -- Opinion of Jenkens & Gilchrist, A Professional Corporation, regarding
legality
++8 -- Opinion of Jenkens & Gilchrist, A Professional Corporation, regarding
tax matters
**12 -- Statement of ratio of earnings to fixed charges
23(a) -- Consent of Jenkens & Gilchrist, a Professional Corporation (contained
in its opinion filed as Exhibits 5 and 8)
**23(b) -- Consent of Arthur Andersen LLP
**23(c) -- Consent of H.J. Gruy and Associates, Inc.
**24 -- Power of Attorney (a power of attorney pursuant to which amendments
to the Registration Statement may be filed is included on the
signature pages hereof)
**25 -- Statement of Eligibility of Bank One, Columbus, N.A., as trustee
99(a) -- The summary report of H.J. Gruy and Associates, Inc. report dated
February 19, 1996 pertaining to the Company's proved oil and gas
reserves as of December 31, 1995 (incorporated by reference from
Exhibit 99(a) to the Company's Annual Report on Form 10-K for the
year ended December 31, 1995)
99(b) -- Summary report of H.J. Gruy and Associates, Inc. dated February 17,
1995 pertaining to the Company's proved oil and gas reserves as of
December 31, 1994 (incorporated by reference from Exhibit 99(a) to
the Company's Annual Report on Form 10-K for the year ended December
31, 1994)
99(c) -- Summary report of Gruy Engineering Corporation dated February 14,
1994 pertaining to the Company's proved oil and gas reserves as of
December 31, 1993 (incorporated by reference from Exhibit 28(a) to
the Company's Annual Report on Form 10-K for the year ended December
31, 1993)
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++ Filed herewith
** Filed previously
ITEM 17. UNDERTAKINGS.
A. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933 (the "1933
Act"), each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 (the "1934
Act") (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the 1934 Act) that is
incorporated by reference in the Registration Statement shall be deemed
to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
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B. Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described under Item 15 above, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the 1933 Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the 1933 Act and will be governed by the final adjudication
of such issue.
C. The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the 1933 Act, the
information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of
this Registration Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the 1933 Act,
each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
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SIGNATURES
Pursuant to the requirements of the 1933 Act, as amended, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on November 18, 1996.
SWIFT ENERGY COMPANY
By: /s/ A. EARL SWIFT
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A. Earl Swift,
Chairman of the Board, President and
Chief
Executive Officer, Swift Energy
Company
Pursuant to the requirements of the 1933 Act, as amended, this Registration
Statement has been signed below in multiple counterparts with the effect of one
original by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
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/s/ A. EARL SWIFT Chairman of the Board, November 18, 1996
- --------------------------------------------- President and Chief
A. Earl Swift Executive Officer, Swift
Energy Company
/s/ JOHN R. ALDEN Senior Vice President -- November 18, 1996
- --------------------------------------------- Finance, Chief Financial
John R. Alden Officer, Swift Energy
Company
/s/ ALTON D. HECKAMAN, JR. Vice President and November 18, 1996
- --------------------------------------------- Controller, Swift Energy
Alton D. Heckaman, Jr. Company
/s/ VIRGIL N. SWIFT* Vice Chairman of the November 18, 1996
- --------------------------------------------- Board, Executive Vice
Virgil N. Swift President -- Business
Development Swift Energy
Company
/s/ G. ROBERT EVANS* Director, Swift Energy November 18, 1996
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G. Robert Evans
/s/ RAYMOND O. LOEN* Director, Swift Energy November 18, 1996
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Raymond O. Loen
/s/ CLYDE W. SMITH, JR.* Director, Swift Energy November 18, 1996
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Clyde W. Smith, Jr.
/s/ HENRY C. MONTGOMERY* Director, Swift Energy November 18, 1996
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Henry C. Montgomery
/s/ HAROLD J. WITHROW* Director, Swift Energy November 18, 1996
- --------------------------------------------- Company
Harold J. Withrow
/s/ JOHN R. ALDEN
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*John R. Alden,
Attorney-in-Fact pursuant
to power of attorney contained in original
filing of this Registration Statement.
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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**1 -- Form of Underwriting Agreement
++4 -- Form of Indenture between Swift Energy Company and Bank One,
Columbus, N.A.
++5 -- Opinion of Jenkens & Gilchrist, A Professional Corporation, regarding
legality
++8 -- Opinion of Jenkens & Gilchrist, A Professional Corporation, regarding
tax matters
**12 -- Statement of ratio of earnings to fixed charges
23(a) -- Consent of Jenkens & Gilchrist, a Professional Corporation (contained
in its opinion filed as Exhibits 5 and 8)
**23(b) -- Consent of Arthur Andersen LLP
**23(c) -- Consent of H.J. Gruy and Associates, Inc.
**24 -- Power of Attorney (a power of attorney pursuant to which amendments
to the Registration Statement may be filed is included on the
signature pages hereof)
**25 -- Statement of Eligibility of Bank One, Columbus, N.A., as trustee
99(a) -- The summary report of H.J. Gruy and Associates, Inc. report dated
February 19, 1996 pertaining to the Company's proved oil and gas
reserves as of December 31, 1995 (incorporated by reference from
Exhibit 99(a) to the Company's Annual Report on Form 10-K for the
year ended December 31, 1995)
99(b) -- Summary report of H.J. Gruy and Associates, Inc. dated February 17,
1995 pertaining to the Company's proved oil and gas reserves as of
December 31, 1994 (incorporated by reference from Exhibit 99(a) to
the Company's Annual Report on Form 10-K for the year ended December
31, 1994)
99(c) -- Summary report of Gruy Engineering Corporation dated February 14,
1994 pertaining to the Company's proved oil and gas reserves as of
December 31, 1993 (incorporated by reference from Exhibit 28(a) to
the Company's Annual Report on Form 10-K for the year ended December
31, 1993)
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++ Filed herewith
** Filed previously