-----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, UKKmpGh30aXz481eDFOXxUxlJXqKllJYJl8aZOhlFh8vp2JAH65MoEDWkLymh+qi kAKcTzi0XQwe726XShlZlQ== 0000007332-05-000112.txt : 20050912 0000007332-05-000112.hdr.sgml : 20050912 20050912091357 ACCESSION NUMBER: 0000007332-05-000112 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050912 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050912 DATE AS OF CHANGE: 20050912 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHWESTERN ENERGY CO CENTRAL INDEX KEY: 0000007332 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] 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: 051078993 BUSINESS ADDRESS: STREET 1: 2350 N. SAM HOUSTON PARKWAY EAST STREET 2: SUITE 300 CITY: HOUSTON STATE: TX ZIP: 77032 BUSINESS PHONE: 2816184700 FORMER COMPANY: FORMER CONFORMED NAME: ARKANSAS WESTERN GAS CO DATE OF NAME CHANGE: 19790917 8-K 1 swn091205form8k.htm SWN FORM 8-K - STOCK OFFERING PRESS RELEASE Form 8-K

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 (Date of earliest event reported): September 12, 2005

 


 

SOUTHWESTERN ENERGY COMPANY

(Exact name of registrant as specified in its charter)

 


 

Arkansas

(State or other jurisdiction of incorporation)

 

1-8246   71-0205415
(Commission File Number)   (IRS Employer Identification No.)

 

2350 N. Sam Houston Pkwy. E., Suite 300,

Houston, Texas

  77032
(Address of principal executive offices)   (Zip Code)

 

(281) 618-4700

(Registrant's telephone number, including area code)

 

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:

 

       o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

       o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

       o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

       o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 



 

SECTION 8.  Other Events.

 

Item 8.01 Other Events.

 

On September 12, 2005 Southwestern Energy Company issued a press release announcing the Company's common stock offering.  This press release is being filed as Exhibit 99.1.

 

SECTION 9.  Financial Statements and Exhibits.

 

(c) Exhibits.

 

99.1

 

Press release dated September 12, 2005 announcing the Company's common stock offering.

 

 


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 hereunto duly authorized.

 

    SOUTHWESTERN ENERGY COMPANY

Dated: September 12, 2005

 

By:

 

   /s/    GREG D. KERLEY       

   

Name:

 

Greg D. Kerley

   

Title:

 

Executive Vice President and

       

Chief Financial Officer


EXHIBIT INDEX

 

Exhibit
Number

 

Description

99.1

 

Press release dated September 12, 2005 announcing the Company's common stock offering.

EX-99 2 exhibit991.htm SWN PRESS RELEASE - STOCK OFFERING EXHIBIT991

 

2350 N. Sam Houston Parkway East
Suite 300
Houston, Texas 77032
(281) 618-4700 Fax: (281) 618-4820

 

NEWS RELEASE

 

SOUTHWESTERN ENERGY ANNOUNCES COMMON STOCK OFFERING

Houston, Texas - September 12, 2005...Southwestern Energy Company (NYSE: SWN) announced today that it intends to publicly offer and sell 7,300,000 newly issued shares of its common stock. Southwestern also expects to grant the underwriters of the offering a 30-day option to purchase up to 1,095,000 additional shares of common stock to cover any over-allotments. Proceeds from the offering will be used to repay upon maturity $125 million of the company's senior notes due in December 2005, to fund the recently announced increases in the company's 2005 capital program and to fund future capital expenditures relating to the acceleration of the development of the company's Fayetteville Shale play in Arkansas.

The shares will be issued pursuant to a shelf registration statement that was previously filed and declared effective. RBC Capital Markets Corporation and J.P. Morgan Securities Inc. are acting as co-lead managers and joint book-runners for the offering. Banc of America Securities LLC, A.G. Edwards & Sons, Inc. and Friedman, Billings, Ramsey & Co., Inc. are acting as senior co-managers and Hibernia Southcoast Capital, Inc., KeyBanc Capital Markets, a division of McDonald Investments Inc., Simmons & Company International and SunTrust Capital Markets, Inc. are acting as co-managers. A copy of the preliminary prospectus supplement and the accompanying prospectus related to the offering can be obtained from RBC Capital Markets Corporation, Prospectus Department, One Liberty Plaza, 165 Broadway, New York, New York 10006 (fax requests - 212-428-6260) and from J.P. Morgan Securities Inc., Chase Distribution and Support Service, 1 Chase Manhattan Plaza, Floor 5B, New York, NY 10081 (email requests - addressingservices@jpmchase.com). These documents also have been filed with the Securities and Exchange Commission and will be available over the Internet at the SEC's website at http://www.sec.gov.

This press release does not constitute an offer to sell or the solicitation of an offer to buy shares of Southwestern common stock. An offering of shares of Southwestern common stock will be made only by means of a prospectus. The prospectus supplement and the accompanying prospectus shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Southwestern Energy Company is an integrated natural gas company whose wholly-owned subsidiaries are engaged in oil and gas exploration and production, natural gas gathering, transmission, and marketing, and natural gas distribution.

Contacts: Greg D. Kerley Brad D. Sylvester, CFA
  Executive Vice President Manager, Investor Relations
  and Chief Financial Officer (281) 618-4897
  (281) 618-4803  

###

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