-----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, GTFsEMw+x3/5OUEiyumuWrKijONkrWERUMR+/eLd0z1Ez8JXfozj7cLhb1vK48A+ ALq2ynmp0SWRFJ5C3lUPJw== 0000899078-01-500053.txt : 20010511 0000899078-01-500053.hdr.sgml : 20010511 ACCESSION NUMBER: 0000899078-01-500053 CONFORMED SUBMISSION TYPE: DEFR14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010510 FILER: 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: DEFR14A SEC ACT: SEC FILE NUMBER: 001-08754 FILM NUMBER: 1629088 BUSINESS ADDRESS: STREET 1: 16825 NORTHCHASE DR STE 400 CITY: HOUSTON STATE: TX ZIP: 77060 BUSINESS PHONE: 2818742700 MAIL ADDRESS: STREET 1: 16825 NORTHCHASE DRIVE STREET 2: SUITE 400 CITY: HOUSTON STATE: TX ZIP: 77060 DEFR14A 1 suppproxy.txt SUPPLEMENT TO 2001 ANNUAL PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule [ ] 14a-6(e)(2)) [ ] Definitive Proxy Statement [X] Definitive Additional Materials [ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 SWIFT ENERGY COMPANY (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) - -------------------------------------------------------------------------------- Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. 1) Title of each class of securities to which transaction applies: - -------------------------------------------------------------------------------- 2) Aggregate number of securities to which transaction applies: - -------------------------------------------------------------------------------- 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): - -------------------------------------------------------------------------------- 4) Proposed maximum aggregate value of transaction: - -------------------------------------------------------------------------------- 5) Total fee paid: - -------------------------------------------------------------------------------- [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid: 2) Form, Schedule or Registration Statement No.: 3) Filing Party: 4) Date Filed: [SWIFT ENERGY COMPANY LETTERHEAD] May 8, 2001 Dear Shareholder: Supplement to Swift Energy Company Proxy Statement As you know, we held our annual shareholders meeting today. The proxy statement for the meeting, which we sent you in April, addressed four proposals. Proposal 1 to elect directors was approved at today's meeting. We did not open the polls as to proposal 2, approval of a new 2001 omnibus stock compensation plan, or proposal 3, approval of an increase in our authorized shares. Proposal 4 to adjourn the meeting to extend the solicitation period was also approved at today's meeting. We adjourned the meeting and will reconvene the adjourned meeting at 4:00 p.m. Houston time on Thursday, June 7, 2001 at our offices, 16825 Northchase Drive, Suite 400, Houston, Texas 77060. At that June 7 meeting, proposals 2 and 3, which have been changed since the original proxy statement we sent you, will be voted on. The week before last, we learned that certain institutions that hold our stock were voting based upon guidelines that were more limited than our proposals 2 and 3, the stock compensation plan proposal and the increased authorized shares proposal. This was due to a voting recommendation made to many of Swift's institutional investors by a proxy advisory firm, Institutional Shareholder Services, Inc. ("ISS"). ISS analyzes proposals using certain quantitative models that are quite rigid. We disagree with a number of ISS's assumptions and its methodology. ISS's model places a negative emphasis on certain features of our stock compensation plan that Swift has never used. We discussed our views with ISS. However, due to their rigid application of their guidelines we were unable to convince ISS to support our original proposals. Consequently, we committed to modify these proposals, which allowed ISS to change its recommendation to a positive one, while allowing us to preserve the basic intent of these two proposals. Therefore, we decided to adjourn the meeting until June 7 and to circulate this letter supplementing our proxy statement to allow shareholders to vote on the proposals as modified. Addition-ally, Fidelity Investments, one of our institutional investors, has its own proxy voting guidelines requiring certain language, and this affected Fidelity's ability to vote in favor of our 2001 stock compensation plan. We therefore decided to make additional changes to our 2001 stock compensation plan to include that language. This letter amends the descriptions of proposals 2 and 3 in our April 3, 2001 proxy statement, which otherwise remain the same. Revised Proposal 2: 2001 Omnibus Stock Compensation Plan 1. The revised plan reduces the number of shares reserved under the plan to 1.5 million shares, a number that is satisfactory under current ISS guidelines. 2. The plan as modified provides that options to purchase no more than 100,000 of the shares reserved under the plan may be granted at an exercise price less than the fair market value of the common stock on the date of grant. 3. The plan as amended provides that options may be repriced only with prior shareholder approval. 4. In response to Fidelity Investments' guidelines, the 2001 plan additionally (a) extends from one year to three years the minimum vesting period for a restricted stock grant, (b) provides that performance bonus awards paid in stock must be paid in place of cash, based on the fair market value of the stock, and (c) requires shareholder approval of the creation of any new types of awards under the 2001 plan. Up to 100,000 shares, in the aggregate, are exempt from (a) and (b) above. We believe that the stock compensation plan as originally proposed was in the best interests of the Company and our shareholders. Unfortunately, ISS's recommendations caused a number of investors to withhold approval of the proposal, creating a situation with which we were not comfortable. Accordingly, in response, both to ISS's objections to the proposed 2001 plan, and Fidelity Investments' guidelines, the Board of Directors has amended the plan as described above. Thus, we are asking for approval of Proposal 2 as amended. Proposal 3: Increase in Authorized Shares Common Stock. We have never asked for an increase in authorized shares in the 20 years that Swift has been a public company. We only have a limited number of authorized shares left. Why do we need more shares? For possible acquisitions using shares, for possible stock splits and stock dividends, or for general growth in our capital base as the Company grows. Thus, to vote against a proposal to increase our authorized shares would sacrifice our ability to grow. In Texas, holders of two-thirds of the outstanding shares must approve any increase in authorized shares. This is a very high number, which makes shareholder solicitation expensive and time consuming. From a solicitation standpoint, therefore, it is more cost-effective to ask for a larger number of shares and thus incur the cost of solicitation less frequently. However, we feel we can meet most of our objectives with a smaller increase and simply return to our shareholders for another increase if necessary. Because of the two-thirds vote requirement, we need our institutional investors to vote in favor of this proposal, and therefore we felt that we simply had to bring our proposed increase in line with ISS guidelines. Thus, we are asking for your approval of a revised proposal to increase our authorized shares of common stock by 50 million shares to a total of 85 million shares of common stock. Preferred Stock. ISS does not favor increases in authorized preferred stock when the preferred shares previously authorized have not been issued. We have decided to eliminate the proposed increase in authorized preferred shares. PLEASE VOTE If you would like to change your vote, please complete the enclosed proxy card and return it to us as soon as possible. If you returned your proxy prior to the May 8 meeting, it will stand as voted. However, the 2001 stock compensation plan and the increase in authorized shares that will be voted upon will be as modified in this letter. WITH REGARD TO THE AUTHORIZED SHARES PROPOSED, WE NEED THE APPROVAL OF TWO-THIRDS OF THE OUTSTANDING SHARES. THEREFOR, PLASE RETURN YOUR PROXY CARD MARKED IN FAVOR OF THE INCREASE IN AUTHORIZED SHARES. You may call Bruce Vincent, Executive Vice President-Corporate Development and Secretary of the Company, if you would like to discuss any of the items in this letter or if you wish to receive a copy of the amended 2001 stock compensation plan. Copies of the amended 2001 stock compensation plan may be obtained without charge by writing to the Company at 16825 Northchase Drive, Suite 400, Houston, Texas 77060, Attention: Nancy Schlottman, or by calling her at (281) 874-2700. A copy of the proxy statement which was sent to you in April may be obtained in the same manner or by going on the web to www.sec.gov. /s/ A. Earl Swift A. Earl Swift Chairman of the Board SWIFT ENERGY COMPANY THE BOARD OF DIRECTORS SOLICITS THIS PROXY FOR THE RECONVENED ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 7, 2001 The undersigned hereby constitutes and appoints Bruce H. Vincent, Alton D. Heckaman, Jr. or Terry E. Swift, or any of them, with full power of substitution and revocation of each, the true and lawful attorneys and proxies of the undersigned at the Reconvened Annual Meeting of Shareholders (the "Meeting") of SWIFT ENERGY COMPANY (the "Company") to be held on June 7, 2001 at 4:00 p.m. Houston time, in the Company's offices, 16825 Northchase Drive, Suite 400, Houston, Texas, or any adjournments thereof, and to vote the shares of common stock of the Company standing in the name of the undersigned on the books of the Company (or which the undersigned may be entitled to vote) on the record date for the Meeting with all powers the undersigned would possess if personally present at the Meeting. (CONTINUED AND TO BE SIGNED ON REVERSE SIDE) PLEASE DATE, SIGN AND MAIL BACK YOUR PROXY CARD AS SOON AS POSSIBLE! RECONVENED ANNUAL MEETING OF SHAREHOLDERS SWIFT ENERGY COMPANY JUNE 7, 2001 [x] Please mark your votes as in this example. To withhold authority to vote for any individual nominee, strike his name from the listing below. PROPOSAL 1: FOR the election of all nominees for directors listed for the terms specified in the Company's Annual Proxy Statement (except as marked to the contrary at right); or to WITHHOLD AUTHORITY to vote for all nominees. NOMINEES: A. Earl Swift Henry C. Montgomery Harold J. Withrow [ ] FOR [ ] WITHHELD PROPOSAL 2: To approve the 2001 Omnibus Stock Option Plan, as amended, and to ratify an amendment extending the Company's 1990 Stock Compensation Plan; [ ] FOR [ ] AGAINST [ ] ABSTAIN PROPOSAL 3: To approve amending the Company's Articles of Incorporation to increase the number of authorized shares of common stock from 35 million shares to 85 million shares and to conform the Articles of Incorporation to current law; [ ] FOR [ ] AGAINST [ ] ABSTAIN PROPOSAL 4: To grant authority to extend the solicitation period in the event the meeting is postponed or adjourned for any reason. [ ] FOR [ ] AGAINST [ ] ABSTAIN PROPOSAL 5: In their discretion, the Proxies are authorized to vote upon such other matters as may properly come before the Meeting, hereby revoking any proxy or proxies heretofore given by the undersigned. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 2, 3, AND 4. THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFICATIONS MADE HEREON. IF NO SPECIFICATION IS MADE, THE SHARES WILL BE VOTED FOR PROPOSALS 2, 3 AND 4. The undersigned hereby acknowledges receipt of the May 8, 2001 letter supplementing the Proxy Statement for the 2001 Annual Meeting of Shareholders. PLEASE SIGN AND RETURN IN THE ENCLOSED STAMPED, PRE-ADDRESSED ENVELOPE. Signature Date Signature Date ------------------ --------- ------------ ---------- NOTE: Signature should agree with name as it appears hereon. If stock is held in the name of more than one person, EACH joint owner should sign. Executors, administrators, trustees, guardians and attorneys should indicate the capacity in which they sign. Attorneys should submit powers of attorney. -----END PRIVACY-ENHANCED MESSAGE-----