UNITED STATES
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 (or Date of Earliest Event Reported): December 28, 2005
SWIFT ENERGY COMPANY
(Exact name of Registrant as specified in its charter)
TEXAS
(State or other jurisdiction
of incorporation)
1-8754 74-2073055
(Commission File Number) (I.R.S. Employer
Identification No.)
16825 Northchase Drive, Suite 400
Houston, Texas 77060
(Address of principal executive offices)
(281) 874-2700
(Registrant's telephone number)
Not Applicable
(Former Name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2 below):
__ Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
__ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
__ Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
__ Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
The information furnished under Items 8.01 and 9.01 of this Current Report on
Form 8-K, including Exhibit 99, shall not be deemed to be "filed" for the
purpose of Section 18 of the Securities Exchange Act of 1934, as amended, and
will not be incorporated by reference into any registration statement filed
under the Securities Act of 1933, as amended, unless specifically identified
therein as being incorporated by reference.
Section 8-Other Events
Item 8.01 Other Events.
Swift Energy Company, a Texas corporation, formerly New Swift Energy
Company (the "Registrant"), was organized to enable its predecessor, formerly
Swift Energy Company, a Texas corporation ("Predecessor"), to adopt a holding
company organizational structure in accordance with Article 5.03.H of the Texas
Business Corporation Act (the "TBCA"). The purposes for creating the holding
company structure are to create a classical holding company structure, separate
Swift Energy Company's domestic and international operations to more closely
reflect its management structure, and provide for a more equitable allocation of
state taxes.
The holding company organizational structure was effected pursuant to a
Plan and Agreement and Articles of Merger (the "Merger Agreement") among the
Predecessor, the Registrant, and Swift Energy Operating, LLC, a Texas limited
liability company and a wholly owned subsidiary of the Registrant ("Operating").
The Merger Agreement provided for the merger of the Predecessor into Operating,
with Operating continuing as the surviving entity and a wholly owned subsidiary
of the Registrant (the "Merger"). The Merger became effective at 9:00 a.m.,
local time in Austin, Texas on December 28, 2005. Prior to the Merger, the
Registrant was a direct, wholly owned subsidiary of the Predecessor organized
for the purpose of implementing the holding company organizational structure.
Pursuant to Article 5.03.H of the TBCA, shareholder approval of the Merger was
not required. The reorganization was structured so that it is tax-free to
Swift's shareholders.
By virtue of the Merger, all of the Predecessor's outstanding capital stock
was converted, on a share for share basis, into capital stock of the Registrant.
As a result, each shareholder of the Predecessor became the owner of an
identical number of shares of capital stock of the Registrant. Additionally,
each treasury share of the Predecessor was automatically converted into a
treasury share of the Registrant. Also, each outstanding option to purchase
shares of the Predecessor's common stock was automatically converted into an
option to purchase, upon the same terms and conditions, an identical number of
shares of the Registrant's common stock. Finally, each preferred share purchase
right under the Predecessor's Amended and Restated Rights Agreement was
automatically converted, upon the same terms and conditions, into a preferred
share purchase right for each outstanding share of the Registrant's common stock
held by such holder.
Pursuant to the TBCA, the conversion of shares of stock in the Merger
occurred without an exchange of certificates. Accordingly, certificates formerly
representing shares of outstanding stock of the Predecessor are deemed to
represent the same number of shares of stock of the Registrant. The Registrant's
CUSIP number will remain the same and the common stock will continue to be
listed on the New York Stock Exchange under the symbol "SFY" without
interruption and the Registrant will use the same name as the Predecessor,
"Swift Energy Company."
In the Merger, each shareholder received securities of the same class,
evidencing the same proportional interests in the Registrant and having the same
designations, rights, powers and preferences, and qualifications, limitations
and restrictions, as those that the shareholder held in the Predecessor.
Pursuant to Article 5.03.H of the TBCA, the articles of incorporation, the
certificate of designation and the bylaws of the Registrant contain provisions
substantially identical to those of the Predecessor prior to the Merger. Also
pursuant to Article 5.03.H of the TBCA, the regulations and articles of
organization of Operating contain a provision that any act or transaction by or
-2-
involving Operating, other than the election or removal of managers of
Operating, that requires for its adoption under Operating's articles of
organization or regulations the approval of the members of Operating, or would
require the approval of the shareholders of Operating if Operating were a
corporation subject to the TBCA, shall in addition, require approval of the
shareholders of the Registrant and as further specified in the organizational
documents of Operating. The authorized capital stock of the Registrant, the
designations, rights, powers and preferences of such capital stock and the
qualifications, limitations and restrictions thereof are also substantially
identical to those of the Predecessor's capital stock immediately prior to the
Merger. The directors and executive officers of the Registrant are the same
individuals who were directors and executive officers, respectively, of the
Predecessor immediately prior to the Merger.
In connection with the Merger, the Registrant, the Predecessor, Operating
and the trustees entered into Second Supplemental Indentures dated December 28,
2005 under the Indenture and the First Supplemental Indenture, both dated as of
June 23, 2004, among the Predecessor and the trustee relating to Swift's 7 5/8%
Senior Notes Due 2011 (the "7 5/8 Indenture") and the Indenture and the First
Supplemental Indenture, both dated as of April 16, 2002, among the Predecessor
and the trustee, relating to Swift's 9 3/8% Senior Subordinated Notes due 2012
(the "9 3/8 Indenture" and collectively with the 7 5/8 Indenture, the
"Indenture"), which did not require the consent of the holders of the
Predecessor's notes issued under the Indenture. The Second Supplemental
Indenture provides for the assumption and assignment of the rights and
obligations of the Predecessor under the Indenture by the Registrant and
Operating.
Upon consummation of the Merger, the Registrant's common stock was deemed
to be registered under Section 12(b) of the Securities Exchange Act of 1934, as
amended, pursuant to Rule 12g-3(a) promulgated thereunder. For purposes of Rule
12g-3(a), the Registrant is the successor issuer to the Predecessor.
SECTION 9-FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
(a) NONE
(b) NONE
(c) NONE
(d) NONE
The following is furnished as an exhibit to this report:
Exhibit Description
------- -----------
2.1 Plan and Agreement and Articles of Merger to Form Holding
Company, dated as of December 21, 2005, but effective at
9:00 a.m., local time in Austin, Texas on December 28,
2005, by and among the Registrant, the Predecessor and
Operating (without Exhibits)
3.1 Articles of Incorporation of the Registrant
3.2 Amendment No. 1 to the Articles of Incorporation of the
Registrant
3.3 Restated Articles of Incorporation of the Registrant
3.4 Certificate of Designation of Series A Junior Participating
Preferred Stock of the Registrant
3.5 Amended and Restated Bylaws of the Registrant
-3-
4.1 Second Supplemental Indenture dated as of December 28,
2005, between Swift Energy Company and J.P. Morgan Trust
Company, National Association as successor Trustee to Bank
One, NA
4.2 Second Supplemental Indenture dated as of December 28,
2005, between Swift Energy Company and Wells Fargo Bank,
National Association, as Trustee
4.3 Amendment No. 1 to the Rights Agreement dated December 12,
2005 between Swift Energy Company and American Stock
Transfer & Trust Company, as Rights Agent
4.4 Assignment, Assumption, Amendment and Novation Agreement
between the Registrant, the Predecessor and American Stock
Transfer & Trust Company, as Rights Agent effective at
9:00 am., local time in Austin, Texas on December 28, 2005
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 hereunto duly authorized.
Date: December 28, 2005
Swift Energy Company
By:/s/ Bruce H. Vincent
------------------------------
Bruce H. Vincent
President
-4-
EXHIBIT INDEX
Exhibit Description
2.1 Plan and Agreement and Articles of Merger to Form Holding Company,
dated as of December 21, 2005, but effective at 9:00 a.m., local time
in Austin, Texas on December 28, 2005, by and among the Registrant,
the Predecessor and Operating
3.1 Articles of Incorporation of the Registrant
3.2 Amendment No. 1 to the Articles of Incorporation of the Registrant
3.3 Restated Articles of Incorporation of the Registrant
3.4 Certificate of Designation of Series A Junior Participating Preferred
Stock of the Registrant
3.5 Amended and Restated Bylaws of the Registrant
4.1 Second Supplemental Indenture dated as of December 28, 2005, between
Swift Energy Company and J.P. Morgan Trust Company, National
Association as successor Trustee to Bank One, NA
4.2 Second Supplemental Indenture dated as of December 28, 2005, between
Swift Energy Company and Wells Fargo Bank, National Association, as
Trustee
4.3 Amendment No. 1 to the Rights Agreement dated December 12, 2005
between Swift Energy Company and American Stock Transfer & Trust
Company, as Rights Agent
4.4 Assignment, Assumption, Amendment and Novation Agreement between the
Registrant, the Predecessor and American Stock Transfer & Trust
Company, as Rights Agent effective at 9:00 am., local time in Austin,
Texas on December 28, 2005
-5-