-----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, Lbplmk7HvY1gfDIJQ3by7Z95Vo3kUPkgJiTe66H9/vbLBiJ7gFOqa2oVAd/kFBwC 3G76Xj6m3FjvRoIZFCcMaA== 0000007332-99-000011.txt : 19990409 0000007332-99-000011.hdr.sgml : 19990409 ACCESSION NUMBER: 0000007332-99-000011 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990407 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990408 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: SEC FILE NUMBER: 001-08246 FILM NUMBER: 99589158 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 04/07/99 =================================================================== 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) April 7, 1999 ------------- 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) =================================================================== Item 5. Other Events - ------------ Reference is made to the press release issued April 7, 1999, filed herewith as Exhibit 1. Item 7.(c) Exhibits Reference - -------- --------- (1) Press release dated April 7, 1999 p. 3 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: April 7, 1999 BY: /s/ GREGORY D. KERLEY --------------- ------------------------ Gregory D. Kerley Senior Vice President -- Finance and Chief Financial Officer EX-99 2 PRESS RELEASE DATED 4/07/99 NEWS RELEASE For Further Information Contact: Greg D. Kerley Senior Vice President and Chief Financial Officer (501) 521-1141 SOUTHWESTERN ENERGY COMPANY EXTENDS AND AMENDS ---------------------------------------------- SHARE PURCHASE RIGHTS PLAN -------------------------- Fayetteville, Arkansas -- April 7, 1999...Southwestern Energy Company (NYSE: SWN) announced today that its Board of Directors approved certain amendments to the Company's Share Purchase Rights Plan, including an extension of the Plan for an additional 10 years. The Rights Plan, originally adopted in May 1989, will now expire on April 11, 2009. Each certificate for outstanding shares of Southwestern Energy common stock represents, and will continue to represent, an equal number of Rights, which are not currently exercisable. The amended Plan specifies that if a third party or group acquires 15% or more of Southwestern Energy common stock (other than pursuant to a tender offer for all outstanding shares on terms approved by the Board of Directors) or if the Board determines that a person or group that has acquired 10% of the common stock presents a threat to the long-term best interests of the Company or its stockholders, the Rights will become exercisable and the Rights holders (other than such triggering acquiror) will be entitled to purchase for the $40 exercise price Southwestern Energy common stock with a market value of $80. Similarly, if Southwestern Energy is acquired in a merger or other business combination after the Rights become exercisable, each Right will entitle the holder to purchase shares of the acquiror's common stock having a market value equal to twice the Right's exercise price. "This amendment and extension of our Rights Plan will not prevent an acquisition of the Company that the Board of Directors determines provides a full price for all shareholders," stated Harold M. Korell, President and Chief Executive Officer of Southwestern Energy. "It is designed to deter acquisition attempts involving coercive techniques or an inadequate price that the Board determines are not in the best interests of shareholders." Southwestern Energy Company is an integrated natural gas company whose wholly-owned subsidiaries are engaged in gas and oil exploration and production, natural gas gathering, transmission, marketing, and natural gas distribution. For more information about Southwestern, please visit our web site at www.swn.com. - ----------- # # # -----END PRIVACY-ENHANCED MESSAGE-----