-----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, GXZkgWaP3MjORDapQOFZVyMNEF2gx0QSWSwYsWgKTIO+Pdq4f1wEdZ4ofDz1RPRp YZyj6HLnxPAIuVNObORxYQ== 0000899078-98-000346.txt : 19981015 0000899078-98-000346.hdr.sgml : 19981015 ACCESSION NUMBER: 0000899078-98-000346 CONFORMED SUBMISSION TYPE: PRE13E3/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981014 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SWIFT ENERGY INCOME PARTNERS 1989-B LTD CENTRAL INDEX KEY: 0000854220 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 760279533 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: PRE13E3/A SEC ACT: SEC FILE NUMBER: 005-54107 FILM NUMBER: 98725622 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/A 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/A 1 AMENDMENT NO. 2 - SCHEDULE 13E-3-SEIP 1989-B SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3/A Amendment No. 2 Rule 13e-3 Transaction Statement (Pursuant to Section 13(e) of the Securities Exchange Act of 1934 and Rule 13e-3 thereunder) Swift Energy Income Partners 1989-B, 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** $3,314,557 $662.91 * 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) * 1(b) "Partnership Business and Financial Condition--No Trading Market" (Supplement) 1(c) "Partnership Business and Financial Condition--No Trading Market" (Supplement) 1(d) "Partnership Business and Financial Condition--Cash Distributions" (Supplement) 1(e) ** 1(f) *** 2(a)-(f) * 3(a)-(b) "Partnership Business and Financial Condition--Transactions Between the Managing General Partner and the Partnership" (Supplement) 4(a) "Special Factors" (Supplement), "The Proposal," and under the caption "Special Factors" the subcaptions" --Background and Purpose of the Proposal," " --Proposed Purchase Price" and " --Estimates of Liquidating Net Cash Distribution Amount if the Proposal is Approved" (Joint Proxy Statement/Prospectus) 4(b) ** 5(a)-(b) "The Proposals" (Joint Proxy Statement/Prospectus) 5(c) "Comparison of Ownership of Units and Shares--Management Control and Responsibility" (Joint Proxy State- ment/Prospectus) 5(d) "Comparison of Ownership of Units and Shares--Cash Distributions v. No Cash Dividends" (Joint Proxy Statement/Prospectus) 5(e) "Comparison of Ownership of Units and Shares--Form of Organization" (Joint Proxy Statement/Prospectus) 5(f) * 5(g) * 6(a) "Special Factors--Source of Funds to Purchase Partnership Property Interests" (Joint Proxy Statement/Prospectus) 6(b) "Special Factors--Expenses" (Joint Proxy State- ment/Prospectus) 6(c) "Special Factors--Source of Funds to Purchase Partnership Property Interests" (Joint Proxy Statement/Prospectus) 6(d) ** 7(a) "The Proposals--General" and "Special Factors--Purpose and Effect of the Proposals" (Joint Proxy Statement/Prospectus) and "Special Factors--Background and Purpose of the Proposal" and "Special Factors--Reasons for the Proposal" (Supplement) 7(b) "Special Factors--Consideration of Alternative Transactions" and "--Reasons for the Sale of Assets at this Time" (Joint Proxy Statement/Prospectus) 7(c) "Special Factors--Reasons for the Proposal" (Supplement) Location of item(s) in Item in Joint Proxy Statement/ Prospectus Schedule 13E-3 or in the 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 "Special Factors--Reasons for the Proposal," "--Estimates of Liquidating Net Distribution Amount," "--Estimates of Net Cash Distributions Available from Continued Operations," and "--Fairness of Proposal of Sale of Assets as Compared to Continuing Operations (Supplement) 8(a) "Summary--Fairness of Proposed Sale" and "Special Factors --Fairness of the Proposed Sale" (Joint Proxy Statement); "Special Factors--Fairness of Proposal of Sale of Assets as Compared to Continuing Operations (Supplement) 8(b) "Summary--Fairness of Proposed Sale" and "Special Factors--Fairness of the Proposed Sale" (Joint Proxy Statement); "Special Factors--Fairness of Proposal of Sale of Assets as Compared to Continuing Operations" (Supplement) 8(c) "Special Factors--Fairness of the Proposal of Sale of Assets as Compared to Continuing Operations " (Supplement) 8(d) "Special Factors--Fairness of the Proposed Sale" and "--No Unaffiliated Representative or Fairness Report" (Joint Proxy Statement/Prospectus) 8(e) "Special Factors--Fairness of the Proposed Sale" (Joint Proxy Statement/Prospectus) 8(f) ** 9(a)-(b) "Special Factors--Collective Analysis of Purchase Price" (Supplement); 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. (attachments to Supplement) 9(b)(1) "Special Factors--Independent Appraisal of the Fair Market Value of Property Interests of the Partnership (Joint Proxy Statement/Prospectus) 9(b)(2) "Special Factors--Qualifications of Appraisers (Joint Proxy Statement/Prospectus) 9(b)(3) "Special Factors--Independent Appraisal of the Fair Market Value of Property Interests of the Partnership (Joint Proxy Statement/Prospectus) 9(b)(4) "Special Factors--Prior Relationships between the Appraisers, the Partnerships and the Managing General Partner (Joint Proxy Statement/Prospectus) 9(b)(5) "Special Factors--Independent Appraisal of the Fair Market Value of Property Interests of the Partnerships," "Special Factors--Collective Analysis of Purchase Price," "Special Factors--Determination of Premium over Fair Market Value by the Company," and "Special Factors--Fairness of Proposed Sale" ( Joint Proxy Statement/Prospectus) 9(b)(6) "Special Factors--Independent Appraisal of the Fair Market Value of Property Interests of the Partnerships," "Special Factors--Valuation by Petroleum Energy Consultants," "Special Factors--Valuation by CIBC Oppenheimer" and "Special Factors--Collective Analysis of Purchase Price" (Joint Proxy Statement/Prospectus) 9(c) "Special Factors--Valuation by CIBC Oppenheimer-- Valuation Letters of CIBC Oppenheimer" (Joint Proxy Statement/Prospectus); 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. (attachments to Supplement) 10(a) "Partnership Business and Financial Condition-- Principal Holders of Investor Units" (Supplement) 10(b) ** 11 ** 12(a) * 12(b) "Summary-- Managing General Partner's Recommendation" and "The Proposals--Recommendation of the Managing General Partner" (Joint Proxy Statement/Prospectus) 13(a) "Summary--No Appraisal or Dissenters' Rights Provided; Investor Lists" (Joint Proxy Statement/Prospectus) 13(b) "Summary--No Appraisal or Dissenters' Rights Provided; Investor Lists" and "Risk Factors--Lack of Independent Representation" (Joint Proxy Statement/Prospectus) 13(c) ** 14(a) *** 14(b) ** 15(a) "The Proposals--Solicitation" (Joint Proxy State- ment/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. (Attachments to Supplement) 17(c) ** 17(d) ** 17(e) ** 17(f) **
- --------------------- * The Item's response is in the Schedule 13E-3. ** 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 Income Partners 1989-B, 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 oil and gas assets to the Managing General Partner and liquidate the Partnership (the "Transaction"). The Managing General Partner of the Partnership filed Amendment No. 3 to Registration Statement on Form S-4 on July 29, 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) The name of the Issuer and address of its principal executive offices is: Swift Energy Income Partners 1989-B, Ltd. 16825 Northchase Dr., Suite 400 Houston, Texas 77060 (b) The information set forth under the caption "Partnership Business and Financial Condition--No Trading Market" in the Supplement is incorporated herein by reference regarding the title, the amount outstanding and the number of holders of record of units of limited partnership interests (the "Units"). (c) The information set forth under the caption "Partnership Business and Financial Condition--No Trading Market" in the Supplement is incorporated herein by reference. (d) The information set forth under the caption "Partnership Business and Financial Condition--Cash Distributions" in the Supplement is incorporated herein by reference. (e) There has been no offering, registered or exempt, of limited partnership units of the Partnership in the past three years. (f) The chart below sets forth information regarding the purchase of Units by the Managing General Partner pursuant to the right of presentment under the Partnership's Limited Partnership Agreement during the Partnership's fiscal years 1996 and 1997. No such purchases have been made during 1998. 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 Price of Unit September 30, 1996 1,250 $54,233.63 $43.39 September 30, 1997 1,150 $51,352.88 $44.66
ITEM 2. IDENTITY AND BACKGROUND. (a)-(f) This statement is being filed by Swift, which is the Managing General Partner of the Partnership. Swift is also the proposed purchaser of substantially all the assets of the Partnership. Swift is an independent oil and gas company whose principal business is in the exploration, development, acquisition and operation of oil and gas properties, with a focus on U.S. onshore natural gas reserves. Swift's principal executive offices are located at 16825 Northchase Drive, Suite 400, Houston, Texas 77060. The information set forth in the Joint Proxy Statement/Prospectus under the captions "Management" and "Principal Shareholders" is incorporated herein by reference. None of the executive officers or directors of the Managing General Partner has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been 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. All of the executive officers and directors of Swift are citizens of the United States. ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS. (a)-(b) The information set forth in the Supplement under the caption "Partnership Business and Financial Condition--Transactions Between the Managing General Partner and the Partnership" is incorporated herein by reference. ITEM 4. TERMS OF THE TRANSACTION. (a) The information set forth in the Joint Proxy Statement/Prospectus under the captions "Risk Factors," "The Proposal" and in the Supplement under the captions "Special Factors--Background and Purpose of the Proposal," "Special Factors--Proposed Purchase Price" and "Special Factors--Estimates of Liquidating Net Cash Distribution Amount if the Proposal is Approved" is incorporated herein by reference. (b) There are no terms or arrangements concerning the Transaction which are not identical for the security holders of the same class of securities of the Partnership. ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE. (a)-(b) The information set forth in the Joint Proxy Statement/Prospectus under the captions "The Proposals" and "Investor Election to Participate in Offering of 2,500,00 Shares of Common Stock to Eligible Purchasers" is incorporated herein by reference. (c) No change in management of the Partnership will occur as the Partnership will be dissolved if the Proposal is approved. If limited partners elect to take Common Stock if the Proposal is approved, the information set forth in the Joint Proxy Statement Prospectus under "Comparison of Ownership of Units and Shares--Management Control and Responsibility" and "Management" is incorporated herein by reference. (d) The information set forth in the Joint Proxy Statement/Prospectus under the caption "Comparison of Ownership of Units and Shares--Cash Distributions v. No Cash Dividends is incorporated herein by reference. (e) The information set forth in the Joint Proxy Statement/Prospectus under the caption "Comparison of Ownership of Units and Shares--Form of Organization" is incorporated herein by reference. (f) If limited partners approve the proposal contained in the Joint Proxy Statement/Prospectus and the Supplement and the Partnership is liquidated and dissolved, the Partnership will become eligible for suspension of reporting requirements and termination of registration under the Exchange Act. (g) The Partnership does not currently have an obligation to file reports pursuant to Section 15(d) of the Act. ITEM 6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. (a) The information set forth in the Joint Proxy Statement/Prospectus under the caption "Special Factors--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 captions "Special Factors--Expenses" is incorporated herein by reference. (c) The information set forth in the Joint Proxy Statement/Prospectus under the caption "Special Factors --Source of Funds to Purchase Partnership Property Interests" is incorporated herein by reference. (d) The identity of the Company's bank is not required, as neither Section 13(d) nor 14(d) is applicable to the Transaction. ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS. (a) The information set forth in the Joint Proxy Statement/Prospectus under the caption "Special Factors--Purpose and Effect of the Proposals" and particularly in the Supplement under the captions "Special Factors--Background and Purpose of the Proposal" and "Special Factors--Reasons for the Proposal" is incorporated herein by reference. (b) The information set forth in the Joint Proxy Statement/Prospectus under the captions "Special Factors --Consideration of Alternative Transactions" and "--Reasons for the Sale of Assets at this Time" is incorporated herein by reference. (c) The information set forth in the Supplement under the caption "Special Factors--Reasons for the Proposal" and particularly under the subcaption thereof "Reasons for Sale of Assets at this Time" is incorporated herein by reference. (d) The information set forth in the Joint Proxy Statement/Prospectus under the captions "Special Factors--Comparison of Ownership of Units and Shares," "Federal Income Tax Consequences of Adoption of the Proposals," and in the Supplement under the captions "Special Factors," particularly subcaptions "--Reasons for the Proposal," "--Estimates of Liquidating Net Distribution Amount if the Proposal is Approved," "--Estimates of Net Cash Distributions Available from Continued Operations" and "--Fairness of Proposal of Sale of Assets as Compared to Continuing Operations" is incorporated herein by reference. ITEM 8. FAIRNESS OF THE TRANSACTION. (a) The information set forth in the Joint Proxy Statement/Prospectus under the captions "Summary--Fairness of Proposed Sale" and "Special Factors--Fairness of Proposed Sale," and in the Supplement under the captions "Special Factors--Estimates of Liquidating Net Cash Distribution Amount if the Proposal is Approved," "--Estimates of Net Cash Distributions Available from Continued Operations" and "--Fairness of Proposal of Sale of Assets as Compared to Continuing Operations" 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 Joint Proxy Statement/Prospectus under the captions "Summary--Fairness of Proposed Sale" and "Special Factors--Fairness of Proposed Sale," and in the Supplement under the captions "Special Factors--Estimates of Liquidating Net Cash Distribution Amount if the Proposal is Approved," "--Estimates of Net Cash Distributions Available from Continued Operations" and "--Fairness of Proposal of Sale of Assets as Compared to Continuing Operations" is incorporated herein by reference. Several factors listed in the instruction to Item 8(b) of Schedule 13E-3 were not considered in assessing the fairness of the proposed transaction because of their inapplicability to a finite life entity such as the Partnership. There is no trading market for Units (SDIs) in the Partnership, and, therefore, no comparison to be made with current market prices or historical market prices for such interests. Likewise, "going concern" and "liquidation value" are applicable only to a continuing life entity, and there is no going concern value to the Partnership. Liquidation value of the Partnership was not considered, because for an oil and gas partnership, the more appropriate value is considered to be oil and gas reserve values, production quantities and the appraisals of the value of the Partnership's properties. The Company believes that net book value is a corporate measure and not one applicable to the Partnership. (c) The information set forth in the Joint Proxy Statement/Prospectus under the caption "Special Factors--Fairness of Proposed Sale" is incorporated herein by reference. (d) The information set forth in the Joint Proxy Statement/Prospectus under the captions "Special Factors--Fairness of Proposed Sale" and "--No Unaffiliated Representative or Fairness Report" 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--Fairness of Proposed Sale" is incorporated herein by reference. (f) No firm offers of which the Partnership or the Managing General Partner is aware has been made during the preceding 18 months by any unaffiliated person (excluding the Managing General Partner) for (a) the merger or consolidation of the Partnership into or with such person or of such person into or with the Partnership, (B) the sale or other transfer of all or any substantial part of the assets of the Partnership, or (C) securities of the Partnership which would enable the holder thereof to exercise control of the Partnership. ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS. (a)-(b) The information set forth in the Joint Proxy Statement/Prospectus and the Supplement under the caption "Special Factors--Collective Analysis of Purchase Price"; 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 are incorporated herein by reference. (b)(1) The information set forth in the Joint Proxy Statement/Prospectus under the caption "Special Factors--Independent Appraisal of the Fair Market Value of Property Interests of the Partnerships" is incorporated herein by reference. (b)(2) The information set forth in the Joint Proxy Statement/Prospectus under the caption "Special Factors-- Qualifications of Appraisers" is incorporated herein by reference. (b)(3) The information set forth in the Joint Proxy Statement/Prospectus under the caption "Special Factors--Independent Appraisal of the Fair Market Value of Property Interests of the Partnerships" is incorporated herein by reference. (b)(4) The information set forth in the Joint Proxy Statement/Prospectus under the caption "Special Factors--Prior Relationships between the Appraisers, the Partnerships and the Managing General Partner" is incorporated herein by reference. (b)(5) The information set forth in the Joint Proxy Statement/Prospectus under the caption "Special Factors--Independent Appraisal of the Fair Market Value of Property Interests of the Partnerships," "Special Factors--Collective Analysis of Purchase Price," "Special Factors--Determination of Premium over Fair Market Value by the Company" and "Special Factors--Fairness of Proposed Sale" is incorporated herein by reference. (b)(6) The information set forth in the Joint Proxy Statement/Prospectus under the caption "Special Factors--Independent Appraisal of the Fair Market Value of Property Interests of the Partnerships," "Special Factors--Valuation by Petroleum Energy Consultants," "Special Factors--Valuation by CIBC Oppenheimer" and "Special Factors--Collective Analysis of Purchase Price" is incorporated herein by reference. (c) The information set forth in the Joint Proxy Statement/Prospectus under the caption "Special Factors--Valuation by CIBC Oppenheimer--Valuation Letters of CIBC Oppenheimer" is incorporated herein by reference. 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 Supplement under the caption "Partnership Business and Financial Condition--Principal Holders of Investor Units" is incorporated herein by reference. None of the executive officers or directors of Swift own any interests in the Partnership. (b) No transaction in the securities of the Partnership has taken place in the last 60 days by any executive officers or directors of Swift. ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE ISSUER'S SECURITIES. No contract, arrangement, understanding or relationship exists between Swift or its executive officers or directors and any person in connection with the Transaction with respect to the securities of the Partnership. ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD TO THE TRANSACTION. ITEM 13. OTHER PROVISIONS OF THE TRANSACTION. (a) The information set forth in the Joint Proxy Statement/Prospectus under the caption "Summary--No Appraisal or Dissenters' Rights Provided; Investor Lists" is incorporated herein by reference. (b) The information set forth in the Joint Proxy Statement/Prospectus under the captions "Summary--No Appraisal or Dissenters' Rights Provided; Investor Lists" and "Risk Factors--Lack of Independent Representation" is incorporated herein by reference. (c) The Transaction does not involve the exchange of any debt securities. 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 reports on Form 10-Q for the quarter ended June 30, 1998, which will be delivered to the limited partners with the Supplement. (b) Because if the Proposal is approved by limited partners the Partnership will be dissolved, pro forma data on the effect of the Transaction on the Partnership would not be meaningful or material. 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. No additional material information is necessary to make the required statements, in light of the circumstances under which they are made, not materially misleading. ITEM 17. MATERIAL TO BE FILED AS EXHIBITS. (a) There is no loan agreement of the type referred to in Item 6 of this Schedule. (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 July 29, 1998, as it may be amended from time to time. (c) There are no contracts, arrangements, understandings or relationships of the type referred to in Item 11 of this Schedule. (d) There are no disclosure materials of the type furnished to security holders in connection with the Transaction pursuant to Rule 13e-3(d). (e) There are no appraisal rights or procedures for exercising such appraisal rights as referred to in Item 13(a) of this Schedule. (f) All solicitation of or recommendations to security holders referred to in Item 15(b) will not be made by or on behalf of the Partnership. 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: October 14, 1998 SWIFT ENERGY INCOME PARTNERS 1989-B, LTD. SWIFT ENERGY COMPANY as Managing General Partner of Swift Energy Income Partners 1989-B, Ltd. /s/ Bruce H. Vincent ---------------------------------------- Bruce H. Vincent Senior Vice President -----END PRIVACY-ENHANCED MESSAGE-----