-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TPIcn4QCyk+wc5vuJTlBgVaMDDwsc4OXpQ5Jq6vTuji40GdiEzFVD9mAgd/41R80 5gMw+gIEpP340JHzi9HJCw== 0000899078-98-000183.txt : 19980601 0000899078-98-000183.hdr.sgml : 19980601 ACCESSION NUMBER: 0000899078-98-000183 CONFORMED SUBMISSION TYPE: PRE13E3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980529 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SWIFT ENERGY MANAGED PENSION ASSETS PARTNERSHIP 1988-A LTD CENTRAL INDEX KEY: 0000837753 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 760254057 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: PRE13E3 SEC ACT: SEC FILE NUMBER: 005-54105 FILM NUMBER: 98634488 BUSINESS ADDRESS: STREET 1: 16825 NORTHCHASE DR STE 400 CITY: HOUSTON STATE: TX ZIP: 77060 BUSINESS PHONE: 7138742700 MAIL ADDRESS: STREET 1: 16825 NORTHCHASE DR STREET 2: SUITE 400 CITY: HOUSTON STATE: TX ZIP: 77060 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SWIFT ENERGY CO CENTRAL INDEX KEY: 0000351817 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 742073055 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: PRE13E3 BUSINESS ADDRESS: STREET 1: 16825 NORTHCHASE DR STE 400 CITY: HOUSTON STATE: TX ZIP: 77060 BUSINESS PHONE: 7138742700 MAIL ADDRESS: STREET 1: 16825 NORTHCHASE DRIVE STREET 2: SUITE 400 CITY: HOUSTON STATE: TX ZIP: 77060 PRE13E3 1 13E-3 FOR SEMPAP 1988-A, LTD. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 Rule 13e-3 Transaction Statement (Pursuant to Section 13(e) of the Securities Exchange Act of 1934 and Rule 13e-3 thereunder) Swift Energy Managed Pension Assets Partnership 1988-A, Ltd. (Name of the Issuer) Swift Energy Company (Name of Person(s) Filing Statement) Limited Partnership Units (Title of Class of Securities) (CUSIP Number of Class of Securities) Mr. Bruce H. Vincent 16825 Northchase Drive, Suite 400 Houston, Texas 77060 (281) 874-2700 ------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Persons Filing Statement) Copy to: Donald W. Brodsky, Esq. Karen Bryant, Esq. Jenkens & Gilchrist A Professional Corporation 1100 Louisiana, Suite 1800 Houston, Texas 77002 (713) 951-3300 --------------------- This statement is filed in connection with (check the appropriate box): [ ] (a) The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the Securities Exchange Act of 1934. [X] (b) The filing of a registration statement under the Securities Act of 1933. [ ] (c) A tender offer. [ ] (d) None of the above. Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies. Calculation of Filing Fee: Transaction Valuation* Amount of Filing Fee** $373,244 $74.65 * For purposes of calculating the fee only. The filing fee was calculated pursuant to Rule 0-11 of the Securities Exchange Act of 1934, is based on the amount to be paid to the Partnership to purchase all of its oil and gas assets, is set forth in the proposal contained in the Joint Proxy Statement/Prospectus of Swift Energy Company to be submitted to investors in the Partnership for their approval. ** 1/50th of one percent of the estimated aggregate value of the partnership assets. |X| Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $13,505.47 Form or Registration No.: 333-50637 Filing Party: Swift Energy Company Date Filed: April 21, 1998 Cross-Reference Sheet Location of item(s) in Item in Joint Proxy Statement/ Prospectus Schedule 13E-3 or in the Supplement - ------------------ ---------------------------------------------------------- 1(a) "Summary" (Joint Proxy Statement/Prospectus) 1(b) "Business of the Partnership" (Supplement) 1(c) "Business of the Partnership--No Trading Market" (Supplement) 1(d) "Partnership Financial Performance and Condition" (Supplement) 1(e) * 1(f) ** 2(a)-(g) ** 3(a)-(b) "The Proposal--Transactions Between the Managing General Partner" and "Partnership Performance and Condition" (Supplement) 4(a) "The Proposal" (Supplement), "Summary," "Special Factors Regarding the Proposals to Sell the Partnerships' Oil and Gas Assets," "Risk Factors" and "The Proposal" (Joint Proxy Statement/Prospectus) 4(b) * 5(a)-(g) "The Proposal," "Special Factors Regarding the Proposals to Sell the Partnerships' Oil and Gas Assets" and "Federal Income Tax Consequences of Adoption of the Proposals--Liquidation of the Partnership" (Joint Proxy Statement/Prospectus) 6(a) "The Proposal" (Supplement) and "Special Factors Regarding the Proposals to Sell the Partnerships' Oil and Gas Assets--Source of Funds to Purchase Partnership Property Interests" (Joint Proxy Statement/Prospectus) 6(b) "Special Factors Regarding the Proposals to Sell the Partnerships' Oil and Gas Assets--Expenses" (Joint Proxy Statement/Prospectus) 6(c) "Special Factors Regarding the Proposals to Sell the Partnerships' Oil and Gas Assets--Source of Funds to Purchase Partnership Property Interests" (Joint Proxy Statement/Prospectus) 6(d) * 7(a) "The Proposals" (Joint Proxy Statement/Prospectus) and "The Proposal--Reasons for the Proposal" (Supplement) 7(b) "Special Factors Regarding the Proposals to Sell the Partnerships' Oil and Gas Assets--Consideration of Alternative Transactions" (Joint Proxy Statement/Prospectus) 7(c) "The Proposal--Reasons for the Proposal" (Supplement) 7(d) "Risk Factors," "Tax Risks," "Comparison of Ownership of Units and Shares," "Federal Income Tax Consequences of Adoption of the Proposals," and "Unaudited Pro Forma Consolidated Financial Statements" (Joint Proxy Statement/Prospectus) and "The Proposal," "--Reasons for the Proposal," "--Estimates of Liquidating Net Distribution Amount," and"--Comparison of Sale Versus Continuing Operations (Supplement) 8(a)-(b) "Summary--Fairness of Proposed Sale" and "Special Factors Regarding the Proposals to Sell the Partnerships' Oil and Gas Assets--Fairness of the Proposed Sale" (Joint Proxy Statement); "The Proposal" and "--Fairness of the Proposed Sale (Supplement) 8(c) "The Proposal--Vote Required" (Supplement) 8(d) "Special Factors Regarding the Proposals to Sell the Partnerships' Oil and Gas Assets--Fairness of the Proposed Sale" (Joint Proxy Statement/Prospectus) "Special Factors Regarding the Proposals to Sell the 8(e) Partnerships' Oil and Gas Assets--Fairness of the Proposed Sale" (Joint Proxy Statement/Prospectus) 8(f) * 9(a)-(b) "Special Factors Regarding the Proposals to Sell the Partnerships' Oil and Gas Assets" (Joint Proxy Statement/Prospectus); "The Proposal--Collective Analysis of Purchase Price; Premium over Fair Market Value," the fair market value opinions of H.J. Gruy and Associates, Inc., J.R. Butler & Company and CIBC Oppenheimer Corp. and the reserve report prepared by H.J. Gruy and Associates, Inc. (attachment to Supplement) 9(c) ** 10(a) "The Proposals--Vote Required" (Joint Proxy Statement/Prospectus) 10(b) * 11 * 12(a) "The Proposals--Vote Required" and "--Recommendation of the Managing General Partner" (Joint Proxy Statement/Prospectus) 12(b) "The Proposals--Recommendation of the Managing General Partner" (Joint Proxy Statement/Prospectus) 13(a) "The Proposals--No Appraisal or Dissenters' Rights Provided" (Joint Proxy Statement/Prospectus) 13(b)-(c) * 14(a) ** 14(b) * 15(a) "The Proposals--Solicitation" Joint Proxy Statement /Prospectus) 15(b) ** 16 * 17(a) * 17(b) Fair market value opinions of H.J. Gruy & Associates, Inc., J.R. Butler & Company and CIBC Oppenheimer Corp. and the reserve reports of H.J. Gruy and Associates, Inc. (Supplement) 17(c) * 17(d) * 17(e) * 17(f) * * The Item is not applicable or the answer thereto is in the negative. ** The Item is not required by Schedule 14A of the Exchange Act and, therefore, is not included in the Joint Proxy Statement/Prospectus. This Rule 13E-3 Transaction Statement (the "Schedule 13E-3") is being filed by Swift Energy Company, a Texas corporation ("Swift" or the "Managing General Partner"), pursuant to Section 13(e) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), and Rule 13e-3 thereunder in connection with the solicitation by the Managing General Partner of proxies from the limited partners of Swift Energy Managed Pension Assets Partnership 1988-A, Ltd. (the "Partnership"). The purpose of the proxy solicitation is to obtain the approval of the limited partners of the Partnership to sell substantially all of its assets to the Managing General Partner and liquidate the Partnership. The Managing General Partner of the Partnership filed Amendment No. 1 to Registration Statement on Form S-4 on May 14, 1998 with the Securities and Exchange Commission ("SEC"), which includes a preliminary Joint Proxy Statement/Prospectus (the "Joint Proxy Statement/Prospectus") deemed to be filed pursuant to Regulation 14A and a Partnership Supplement for the Partnership (the "Supplement"). The preceding cross-reference sheet, prepared pursuant to General Instruction F to Schedule 13E-3, shows the location in the Joint Proxy Statement/Prospectus and/or Supplement of the information required to be included in response to the items of Schedule 13E-3. The information contained in the Joint Proxy Statement/Prospectus and/or Supplement, including all exhibits thereto, is expressly and hereby incorporated herein by reference and the responses to each item are qualified in their entirety by reference to such information. The Partnership anticipates filing a definitive Joint Proxy Statement/Prospectus with the SEC contemporaneously with the filing of this Schedule 13E-3 in final form. The filing of this Schedule 13E-3 shall not be deemed an admission that Section 13(e) of the Exchange Act or Rule 13e-3 thereunder are applicable to the solicitation that is the subject of the Joint Proxy Statement/Prospectus and/or Supplement. Each of the Partnership and the Managing General Partner expressly disclaim that the sale of substantially all of the assets and the subsequent liquidation of the Partnership under the terms and conditions set forth in the Joint Proxy Statement/Prospectus and/or Supplement constitutes a "sale of substantially all of the assets of an issuer to its affiliate or group of affiliates" within the meaning of Rule 13e-3. ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION. (a) Swift Energy Managed Pension Assets Partnership 1988-A, Ltd. 16825 Northchase Dr., Suite 400 Houston, Texas 77060 (b) The information set forth under the caption "Business of the Partnership--No Trading Market" in the Supplement is incorporated herein by reference. (c) The information set forth under the caption "Business of the Partnership--No Trading Market" in the Supplement is incorporated herein by reference. (d) The information set forth under the caption "Partnership Financial Performance and Condition" in the Supplement is incorporated herein by reference. (e) Not applicable. (f) During the Partnership's fiscal years 1996 and 1997, the Managing General Partner has purchased the following limited partnership units ("Units") pursuant to the right of presentment since the inception of the of the Partnership's Limited Partnership Agreement. No executive officer or director of the Managing General Partner and no person controlling the Managing General Partner has purchased any Units during the periods indicated.
Quarter Ending # of Units Total Purchase Price Average Price of Unit -------------- ---------- -------------------- --------------------- September 30, 1996 720 $7,041.62 $9.78 December 31, 1996 140 $1,310.87 $9.36 September 30, 1997 480 $4,614.00 $9.61
ITEM 2. IDENTITY AND BACKGROUND. (a)-(g) This statement is being filed by Swift Energy Company, a Texas corporation, the Managing General Partner of the Partnership. Swift is also the proposed purchaser of substantially all the assets of the Partnership. Swift is engaged in the exploration, development, acquisition and production of oil and gas properties. Swift's principal executives offices are located at 16825 Northchase Drive, Suite 400, Houston, Texas 77060. None of the executive officers or directors of the Managing General Partner have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or a party to a civil proceeding which resulted in a judgment, decree or final order enjoining further violations of, or prohibiting activities subject to, federal or state securities laws or finding any violation of such laws. ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS. (a)-(b) The information set forth in the Supplement under the captions "The Proposal--Transactions Between the Managing General Partner and the Partnership" and "Partnership Financial Performance and Condition" is incorporated herein by reference. ITEM 4. TERMS OF THE TRANSACTION. (a) The information set forth in the Supplement under the caption "The Proposal" is incorporated herein by reference. The information set forth in the Joint Proxy Statement/Prospectus under the captions "Summary," "Special Factors Regarding the Proposals to Sell the Partnerships' Oil and Gas Assets," "Risk Factors" and "The Proposal" is incorporated herein by reference. (b) Not applicable. ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE. (a)-(g) The information set forth in the Joint Proxy Statement/Prospectus under the captions "The Proposal," "Special Factors Regarding the Proposals to Sell the Partnerships' Oil and Gas Assets" and "Federal Income Tax Consequences of Adoption of the Proposals--Liquidation of the Partnership" is incorporated herein by reference. If limited partners approve the proposal contained in the Joint Proxy Statement/Proposal and the Supplement and the Partnership is liquidated, the Partnership will become eligible for suspension of reporting requirements and termination of registration. ITEM 6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. (a) The information set forth in the Supplement under the caption "The Proposal" is incorporated herein by reference. The information set forth in the Joint Proxy Statement/Prospectus under the caption "Special Factors Regarding the Proposals to Sell the Partnerships' Oil and Gas Assets--Source of Funds to Purchase Partnership Property Interests" is incorporated herein by reference. (b) The information set forth in the Joint Proxy Statement/Prospectus under the caption "Special Factors Regarding the Proposals to Sell the Partnerships' Oil and Gas Assets--Expenses" is incorporated herein by reference. (c) The information set forth in the Joint Proxy Statement/Prospectus under the caption "Special Factors Regarding the Proposals to Sell the Partnerships' Oil and Gas Assets--Source of Funds to Purchase Partnership Property Interests" is incorporated herein by reference. (d) Not applicable. ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS. (a) The information set forth in the Joint Proxy Statement/Prospectus under the caption "The Proposals" and particularly in the Supplement under the caption "The Proposal--Reasons for the Proposal" is incorporated herein by reference. (b) The information set forth in the Joint Proxy Statement/Prospectus under the caption "Special Factors Regarding the Proposals to Sell the Partnerships' Oil and Gas Assets--Consideration of Alternative Transactions" is incorporated herein by reference. (c) The information set forth in the Supplement under the caption "The Proposal--Reasons for the Proposal" is incorporated herein by reference. (d) The information set forth in the Joint Proxy Statement/Prospectus under the captions "Risk Factors," "Tax Risks," "Comparison of Ownership of Units and Shares," "Federal Income Tax Consequences of Adoption of the Proposals," and "Unaudited Pro Forma Consolidated Financial Statements" and in the Supplement under the captions "The Proposal," particularly subcaptions "--Reasons for the Proposal," "--Estimates of Liquidating Net Distribution Amount," and "--Comparison of Sale Versus Continuing Operations" is incorporated herein by reference. ITEM 8. FAIRNESS OF THE TRANSACTION. The information set forth in the Joint Proxy (a) Statement/Prospectus under the captions "Summary--Fairness of Proposed Sale" and "Special Factors Regarding the Proposals to Sell the Partnerships' Oil and Gas Assets--Fairness of Proposed Sale," and in the Supplement under the caption "The Proposal--Fairness of Proposed Sale" is incorporated herein by reference. No director of the Managing General Partner dissented to or abstained from voting on any approval of the action of the Managing General Partner in connection with the matters covered in this Schedule 13e-3. (b) The information set forth in the Supplement under the caption "The Proposal" is incorporated herein in its entirety by reference. (c) The information set forth in the Supplement under the caption "The Proposal--Vote Required" is incorporated herein by reference. (d) The information set forth in the Joint Proxy Statement/Prospectus under the caption "Special Factors Regarding the Proposals to Sell the Partnerships' Oil and Gas Assets--Fairness of the Proposed Sale" is incorporated herein by reference. (e) The actions taken by the Managing General Partner, acting in that capacity, in connection with the transactions covered by this Schedule 13E-3 have been approved by the Managing General Partner's board of directors. A majority of the nonemployee directors of the Managing General Partner voted in favor of such actions. The information set forth in the Joint Proxy Statement/Prospectus under the caption "Special Factors Regarding the Proposals to Sell the Partnerships' Oil and Gas Assets--Fairness of the Proposed Sale" is incorporated herein by reference. (f) Not applicable. ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS. (a)-(b) The information set forth in the Joint Proxy Statement/Prospectus under the caption "Special Factors Regarding the Proposals to Sell the Partnerships' Oil and Gas Assets," in the Supplement under "The Proposal--Collective Analysis of Purchase Price; Premium over Fair Market Value," the fair market value opinions of H.J. Gruy and Associates, Inc., J. R. Butler & Company and CIBC Oppenheimer Corp., and the reserve report prepared by H.J. Gruy and Associates, Inc. attached to the Supplement is incorporated herein by reference. (c) A copy of each of the fair market value opinions of H.J. Gruy and Associates, Inc., J. R. Butler & Company and CIBC Oppenheimer Corp. and the reserve report prepared by H.J. Gruy and Associates Inc. with respect to the Partnership's properties will be delivered to each limited partner with the Supplement. ITEM 10. INTEREST IN SECURITIES OF THE ISSUER. (a) The information set forth in the Joint Proxy Statement/Prospectus under the caption "The Proposals--Vote Required" is incorporated herein by reference. (b) Not applicable. ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE ISSUER'S SECURITIES. Not applicable. ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD TO THE TRANSACTION. (a) The information set forth in the Joint Proxy Statement/Prospectus under the captions "The Proposals--Vote Required" and "--Recommendation of the Managing General Partner" is incorporated herein by reference. (b) The information set forth in the Joint Proxy Statement/Prospectus contained under the caption "The Proposals--Recommendation of the Managing General Partner" is incorporated herein by reference. ITEM 13. OTHER PROVISIONS OF THE TRANSACTION. (a) The information set forth in the Joint Proxy Statement/Prospectus under the caption "The Proposals--No Appraisal or Dissenters' Rights Provided" is incorporated herein by reference. (b)-(c) Not applicable. ITEM 14. FINANCIAL INFORMATION. (a) The financial information required by this item is incorporated herein by reference to the following documents which have been filed by the Partnership under the Exchange Act: the Partnership's Annual Report on Form 10-K for the year ended December 31, 1997 and the Partnership's quarterly report on Form 10-Q for the quarter ended March 31, 1998, both of which will be delivered to the limited partners with the Supplement. (b) Not applicable. ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED. (a) Certain directors, officers and employees of the Managing General Partner, not especially employed for this purpose, may solicit proxies relating to the proposed dissolution and liquidation of the Partnership, without additional remuneration therefor, by mail, telephone, telegraph or personal interview. The estimated costs to be incurred by the Partnership in connection with the proposed dissolution and liquidation are described in the response to Item 6(b) above. The information set forth in the Joint Proxy Statement/Prospectus under the caption "The Proposals--Solicitation" is incorporated herein by reference. (b) No person other than those described in the response to Item 15(a) has been or will be retained or compensated to make solicitations or recommendations in connection with the proposed dissolution and liquidation. ITEM 16. ADDITIONAL INFORMATION. Not applicable. ITEM 17. MATERIAL TO BE FILED AS EXHIBITS. (a) Not applicable. (b) The fair market value opinions of H.J. Gruy and Associates, Inc., J. R. Butler & Company and CIBC Oppenheimer Corp. and the reserve reports of H.J. Gruy and Associates, Inc. are incorporated herein by reference to the Supplement filed by the Partnership on May 14, 1998, as may be amended from time to time. (c) Not applicable. (d) Not applicable. (e) Not applicable. (f) Not applicable. SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: May 29, 1998 SWIFT ENERGY MANAGED PENSION ASSETS PARTNERSHIP 1988-A, LTD. SWIFT ENERGY COMPANY as Managing General Partner of Swift Energy Managed Pension Assets Partnership 1988-A, Ltd. /s/ Bruce H. Vincent ----------------------------------- Senior Vice President -----END PRIVACY-ENHANCED MESSAGE-----