-----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, WBtY3WPbktkensXtZ8GSLOaQAnvYbTk2D6WMapoef1DBhziG12qUDdq1m8GbGM5P aAjcqdEVxodH43vGx6NcDg== 0000007332-95-000021.txt : 19951222 0000007332-95-000021.hdr.sgml : 19951222 ACCESSION NUMBER: 0000007332-95-000021 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19951205 ITEM INFORMATION: Other events FILED AS OF DATE: 19951221 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHWESTERN ENERGY CO CENTRAL INDEX KEY: 0000007332 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION & DISTRIBUTION [4923] IRS NUMBER: 710205415 STATE OF INCORPORATION: AR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08246 FILM NUMBER: 95603391 BUSINESS ADDRESS: STREET 1: 1083 SAIN ST STREET 2: P O BOX 1408 CITY: FAYETTEVILLE STATE: AR ZIP: 72702-1408 BUSINESS PHONE: 5015211141 FORMER COMPANY: FORMER CONFORMED NAME: ARKANSAS WESTERN GAS CO DATE OF NAME CHANGE: 19790917 8-K 1 DATE OF REPORT 12-05-95 =================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) December 5, 1995 ---------------- SOUTHWESTERN ENERGY COMPANY (Exact name of registrant as specified in its charter) Arkansas 1 - 8246 71-0205415 (State of incorporation (Commission (I.R.S. Employer or organization) File Number) Identification No.) 1083 Sain Street, P.O. Box 1408, Fayetteville, Arkansas 72702-1408 (Address of principal executive offices, including zip code) (501) 521-1141 (Registrant's telephone number, including area code) No Change (Former name, former address and former fiscal year; if changed since last report) =================================================================== - 1 - Item 5. Other Events Reference is made to the opinions of Cleary, Gottlieb, Steen & Hamilton and Jeffrey L. Dangeau, filed herewith as Exhibits 1 and 2, as to the validity of the 6.70% Senior Notes due 2005 of Southwestern Energy Company issued on December 5, 1995. Item 7. Exhibits Reference (1) Opinion of Cleary, Gottlieb, Steen & Hamilton p. 3-5 (2) Opinion of Jeffrey L. Dangeau p. 6-7 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SOUTHWESTERN ENERGY COMPANY --------------------------- Registrant DATE: December 21, 1995 BY: /s/ GREGORY D. KERLEY --------------------- Gregory D. Kerley Vice President - Treasurer and Secretary, and Chief Accounting Officer - 2 - EX-5.1 2 OPINION OF CLEARY, GOTTLIEB, STEEN & HAMILTON CLEARLY, GOTTLIEB, STEEN & HAMILTON ONE LIBERTY PLAZA NEW YORK, NY 10006 December 5, 1995 Southwestern Energy Company 1083 Sain Street Fayetteville, Arkansas 72703 Ladies and Gentlemen: We have acted as special counsel for Southwestern Energy Company, an Arkansas corporation (the "Company"), in connection with the preparation and filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), of a Registration Statement on Form S-3 (No. 33-63895)(as amended when it became effective, the "Registration Statement") and the related prospectus (the "Prospectus"), as supplemented by the prospectus supplement dated November 30, 1995 (the "Prospectus Supplement"), relating to the offering from time to time of the Company's debt securities up to an aggregate initial public offering or purchase price of U.S. $250,000,000 in accordance with Rule 415 under the Securities Act, and the offering of $125,000,000 aggregate principal amount of the Company's 6.70% Senior Notes (the "Notes"), represented by a global security (the "Global Security"), to be issued under an indenture dated as of December 1, 1995 (the "Indenture") between the Company and The First National Bank of Chicago, as trustee (the "Trustee"). - 3 - Southwestern Energy Company, p.2 We have participated in the preparation of the Registration Statement, the Prospectus, the Prospectus Supplement, the Indenture and the Global Security and we have reviewed the originals or copies certified or otherwise identified to our satisfaction of all such corporate records of the Company and such other instruments and other certificates of public officials, officers and representatives of the Company and such other persons, and we have made such investigations of law, as we have deemed appropriate as a basis for the opinions expressed below. In rendering the opinions expressed below, we have assumed the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies. In addition, we have assumed but not verified the accuracy as to factual matters of each document we have reviewed. Based on the foregoing, it is our opinion that: 1. The indenture has been duly authorized by all necessary corporate action of the Company and has been duly executed and delivered by the Company under the law of the State of New York, and, assuming the due authorization, execution and delivery of the Indenture by the Trustee, as to which no opinion is expressed, the Indenture is a legal, valid, binding and enforceable agreement of the Company. 2. The execution and delivery by the Company of the Notes have been duly authorized by all necessary corporate action of the Company in accordance with the provisions of the Indenture and the Global Security has been duly executed and delivered by the Company under the law of the State of New York, and when the Global Security is authenticated by the Trustee, and the Notes have been sold as described in the Registration Statement, the Prospectus and the Prospectus Supplement relating to the Notes, such Notes will constitute legal, valid, binding and enforceable obligations of the Company. Insofar as the foregoing opinions relate to the legality, validity, binding effect or enforceability of any agreement or obligation of the Company, (a) we have assumed that the Company and each other party to such agreement or obligation has satisfied those legal requirements that are applicable to it to the extent necessary to make such agreement or obligation enforceable against it (except that no such assumption is made as to the Company regarding matters of the federal law of the United States of America (other than matters relating to federal energy law) or the law of the State of New York) and (b) such opinions are subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and to general principles of equity (whether considered in a proceeding in equity or at law). -4- Southwestern Energy Company, p. 3 We express no opinion other than as to the federal law of the United States of America and the law of the State of New York. With respect to all matters of the law of the State of Arkansas and federal energy law, we have relied on the opinion of Jeffrey L. Dangeau, Assistant Secretary to the Company, a copy of which is attached hereto. Very truly yours, CLEARY, GOTTLIEB, STEEN & HAMILTON By STEPHEN H. SHALEN ---------------------------- Stephen H. Shalen, a Partner - 5 - EX-5.2 3 OPINION OF JEFFREY L. DANGEAU December 5, 1995 Southwestern Energy Company 1083 Sain Street Fayetteville, AR 72703 Ladies and Gentlemen: I am Assistant Secretary of Southwestern Energy Company, an Arkansas corporation (the "Company"), and as such have acted as the Company's advisor in connection with the preparation and filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), of a Registration Statement on Form S-3 (No. 33-63895)(as amended when it became effective, the "Registration Statement") and the related prospectus (the "Prospectus"), as supplemented by the prospectus supplement dated November 30, 1995 (the "Prospectus Supplement"), relating to the offering from time to time of the Company's debt securities up to an aggregate initial public offering or purchase price of U.S. $250,000,000 in accordance with Rule 415 under the Securities Act, and the offering of $125,000,000 aggregate principal amount of the Company's 6.70% Senior Notes (the "Notes"), represented by a global security (the "Global Security"), to be issued under an indenture dated as of December 1, 1995 (the "Indenture") between the Company and The First National Bank of Chicago, as trustee (the "Trustee"). I have participated in the preparation of the Registration Statement, the Prospectus, the Prospectus Supplement, the Indenture and the Global Security and have reviewed the originals or copies certified or otherwise identified to my satisfaction of all such corporate records of the Company and such other instruments and other certificates of public officials, officers and representatives of the Company and such other persons, and I have made such investigations of law, as I have deemed appropriate as a basis for the opinions expressed below. In rendering the opinions expressed below, I have assumed the authenticity of all documents submitted to me as originals and the conformity to the originals of all documents submitted to me as copies. Based on the foregoing, it is my opinion that: 1. The execution and delivery by the Company of the Indenture have been duly authorized by all necessary corporate action of the Company and the Indenture has been duly executed and delivered by the Company under the law of the State of Arkansas, and assuming the due authorization, execution and delivery of the Indenture - 6 - Southwestern Energy Company December 5, 1995 Page Two by the Trustee, as to which no opinion is expressed, the indenture will be a legal, valid, binding and enforceable agreement of the Company. 2. The execution and delivery by the Company of the Notes have been duly authorized by all necessary corporate action of the Company in accordance with the provisions of the Indenture and the Global Security has been duly executed and delivered by the Company under the law of the State of Arkansas, and when the Global Security is authenticated by the Trustee, and the Notes have been sold as described in the Registration Statement, the Prospectus and the Prospectus Supplement relating to the Notes, such Notes will constitute legal, valid, binding and enforceable obligations of the Company. Insofar as the foregoing opinions relate to the legality, validity, binding effect or enforceability of any agreement or obligation of the Company, (a) I have assumed that the Company and each other party to such agreement or obligation other than the Company has satisfied those legal requirements that are applicable to it to the extent necessary to make such agreement or obligation enforceable against it (except that no such assumption is made as to the Company regarding matters of the law of the State of Arkansas and the federal law of the Untied States of America relating to energy matters) and (b) such opinions are subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and to general principles of equity (whether considered in a proceeding in equity or at law). In rendering this opinion, I express no opinion other than as to the law of the State of Arkansas and the federal law of the United States of America relating to energy matters. Very truly yours, JEFFREY L. DANGEAU - ------------------ Jeffrey L. Dangeau Assistant Secretary Southwestern Energy Company - 7 - -----END PRIVACY-ENHANCED MESSAGE-----