SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Act of 1934
Date of report (Date of earliest event reported): June 24, 1997.
ENSTAR INC.
(Exact name of registrant as specified in its charter)
Minnesota 0-29026 41-1831611
(State of incorporation) (Commission File Number) (I.R.S. Employer
Identification No.)
6479 City West Parkway, Eden Prairie, MN 55344
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (612) 941-3200
Not Applicable
(Former name or former address, if changed since last report.)
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Item 5. Other Events
Reference is made to Exhibits 99.1 and 99.2.
Item 7. Financial Statements and Exhibits
(c) Exhibits
99.1 Press release, dated June 17, 1997, announcing ENStar
Inc.'s plan for a modified "Dutch Auction" self-tender offer
for up to 600,000 shares of ENStar Inc.'s common stock, par
value $.01 per share.
99.2 Press release, dated June 24, 1997, announcing the
commencement of a modified "Dutch Auction" self-tender offer
for up to 600,000 shares of ENStar Inc.'s common stock, par
value $.01 per share.
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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.
ENSTAR INC.
Date: June 24, 1997
By /s/Peter E. Flynn
--------------------
Peter E. Flynn
Executive Vice President
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EXHIBIT INDEX
Exhibit Description of Exhibit Page Number
99.1 Press release, dated June 17, 1997, announcing ENStar
Inc.'s plan for a modified "Dutch Auction"
self-tender offer for up to 600,000 shares of
ENStar Inc.'s common stock, par value $.01 per share.
99.2 Press release, dated June 24, 1997, announcing the
commencement of a modified "Dutch Auction"
self-tender offer for up to 600,000 shares of
ENStar Inc.'s common stock, par value $.01 per share.
Exhibit 99.1
DATE: June 17, 1997
CONTACT: Peter Flynn (612) 996-1571
FOR IMMEDIATE RELEASE
ENSTAR INC. TO LAUNCH MODIFIED "DUTCH AUCTION" SELF-TENDER OFFER
MINNEAPOLIS, June 17 -- ENStar Inc. (NASDAQ: ENSR) today announced that its
Board of Directors has authorized a modified "Dutch Auction" self-tender offer
for up to 600,000 shares of ENStar's common stock. The tender price range will
be $4.75 to $6.25 per share. The offer is expected to commence during the week
of June 24, 1997, with the distribution of the offering materials, and will
be subject to the terms and conditions therein. The offer is expected to expire
at 5:00 pm, Minneapolis time, on July 25, 1997, unless extended.
As of June 17, 1997, ENStar had 3,306,000 shares of common stock
outstanding. The closing price for ENStar common stock today was $4 3/4.
Jeffrey Michael, President and Chief Executive Officer of ENStar Inc.,
stated that "we are making the offer because we believe it is a good use of a
portion of our cash and we want to provide liquidity to those shareholders who
may desire to sell some or all of their shares."
Under terms of modified Dutch Auction offer, shareholders are given
an opportunity to specify prices, within a stated price range, at which they
are willing to tender their shares. Upon receipt of the tenders, the offering
company will select a final price that enables it to purchase up to the stated
amount of shares from those shareholders who agreed to sell at or below the
company-selected price.
The Company said the offer will give shareholders who are considering the
sale of all or a portion of their shares an opportunity to determine the price,
within a range, at which they are willing to sell. If the Company agrees to
purchase their shares, sellers will avoid the normal transaction costs
associated with market sales. The Company is not making any recommendation to
its shareholders regarding the tendering of shares. The Company has been
advised that none of its officers or directors intend to tender any shares
pursuant to the offer.
ENStar Inc., a Minnesota corporation formed in 1995, is a holding company.
Its principal subsidiaries are Americable, Inc., including Enstar Networking
Corporation, and Transition Networks, Inc. Enstar Inc. also owns 1,025,000
shares of common stock, or an approximate 24% interest in CorVel Corporation
(NASDAQ: CRVL). ENStar's common stock is quoted on the Nasdaq National Market
under the symbol "ENSR".
Exhibit 99.2
DATE: June 23, 1997
CONTACT: Peter Flynn (612) 996-1571
FOR IMMEDIATE RELEASE
ENSTAR INC. COMMENCES MODIFIED "DUTCH AUCTION" SELF-TENDER OFFER
MINNEAPOLIS, June 23 -- ENStar Inc. (NASDAQ: ENSR) today commenced its
previously announced modified "Dutch Auction" self-tender offer to purchase up
to 600,000 shares of its common stock at a price to be determined by ENStar Inc.
between $4.75 to $6.25 per share, net to the seller in cash, subject to the
terms and conditions set forth in the Offer to Purchase, dated June 17, 1997,
and the related Letter of Transmittal, which together constitute the offer.
The offer is not conditioned upon any minimum number of shares being
tendered. The offer is, however, subject to certain customary conditions. The
offer, proration and withdrawal rights are scheduled to expire at 5:00 pm,
Minneapolis time, on July 21, 1997, unless extended. ENStar Inc. has reserved
the right to purchase more than 600,000 shares in the offer.
Neither ENStar Inc. nor its board of directors makes any recommendation to
any shareholder as to whether to tender or refrain from tendering shares
pursuant to the offer. The Company has been advised that none of its officers
or directors intends to tender any shares pursuant to the offer.
ENStar Inc., a Minnesota corporation formed in 1995, is a holding company.
Its principal subsidiaries are Americable, Inc., including Enstar Networking
Corporation, and Transition Networks, Inc. Enstar Inc. also owns 1,025,000
shares of common stock, or an approximate 24% interest, in CorVel Corporation
(NASDAQ: CRVL). ENStar's common stock is quoted on the Nasdaq National Market
under the symbol "ENSR".
