0001051111-99-0000198-K SOUTHWEST ROYALTIES HOLDINGS INC 19991223199912231213311212461212460 0001051111-99-000019 8-K 1 19991223 1 19991223 SOUTHWEST ROYALTIES HOLDINGS INC 0001051111 1311 752724264 DE 1231 8-K 34 000-23701-01 99779868 407 N. BIG SPRING, SUITE 300 MIDLAND TX 79701 9156869927 407 N. BIG SPRING, SUITE 300 MIDLAND TX 79701 8-K 1 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: December 23, 1999 Commission file number: 000-23701 SOUTHWEST ROYALTIES, INC. SOUTHWEST ROYALTIES (Exact Name of Registrant as HOLDINGS, INC. Specified in Its Charter) (Exact Name of Registrant as Specified in Its Charter) Delaware Delaware (State or Other Jurisdiction of (State or Other Jurisdiction of Incorporation or Organization) Incorporation or Organization) 75-1917432 75-2724264 (I.R.S. Employer Identification (I.R.S. Employer Identification Number) Number) 407 North Big Spring, Suite 300 Midland, Texas 79701 (Address of Principal Executive (Zip Code) Offices) Registrants' Telephone Number, Including Area Code: (915) 686- 9927 None (Former name or former address, if changed since last report.) The total number of pages contained in this report is 4. Item 5. Other Events Southwest Royalties Inc. ("Southwest"), is currently negotiating a $50 million revolving line of credit with BankOne Texas, N.A. (the "Credit Facility") which will mature June 30, 2001. As currently contemplated, the Credit Facility will be secured by substantially all of Southwest's proved oil and gas properties and will be guaranteed, on an unsecured basis, by Southwest Royalties Holdings, Inc., Southwest's parent company. The Credit Facility will contain covenants which limit loans, advances, investments, and dividends and set a minimum interest coverage ratio for Southwest. In addition, as a credit enhancement, El Paso Energy Corporation will agree to purchase BankOne Texas, N.A.'s note or a participation in the note in certain circumstances. The funds from the Credit Facility may be used for working capital and other general corporate purposes, including the repurchase of a portion of Southwest's outstanding 10.5% Senior Notes due 2004. SIGNATURES SOUTHWEST ROYALTIES, INC. Pursuant to the requirements of Section 13 or 15(d) 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. SOUTHWEST ROYALTIES, INC. By: /s/ Bill E. Coggin ------------------------- Bill E. Coggin, Vice President and Chief Financial Officer Date: December 23, 1999 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated. Date: December 23, 1999 /s/ Bill E. Coggin ---------------------------------- Bill E. Coggin, Vice President and Chief Financial Officer SIGNATURES SOUTHWEST ROYALTIES HOLDINGS, INC. Pursuant to the requirements of Section 13 or 15(d) 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. SOUTHWEST ROYALTIES HOLDINGS, INC. By: /s/ Bill E. Coggin ------------------------- Bill E. Coggin, Vice President and Chief Financial Officer Date: December 23, 1999 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated. Date: December 23, 1999 /s/ Bill E. Coggin ---------------------------------- Bill E. Coggin, Vice President and Chief Financial Officer