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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 20, 1999
ENSTAR INC.
(Exact name of registrant as specified in its charter)
Minnesota 41-1831611
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7450 Flying Cloud Drive, Eden Prairie, MN 55344
(Address or principal executive office)
Registrant's telephone number, including area code: (612) 941-3200
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ITEM 5. OTHER EVENTS
On July 20, 1999, ENStar Inc. ("ENStar" or the "Company") reported that
a Special Committee of its Board of Directors has approved the acceptance of
the terms of an offer by James Michael and Jeffrey Michael and certain
related entities to acquire all of the shares of Common Stock of ENStar not
owned or controlled by the Michael family for a price of $12.50 per share.
James Michael is a member of the Board of Directors of the Company and
Jeffrey Michael is the President and Chief Executive Officer of the Company
and a member of the Board of Directors. The Michael family and its
controlled entities own approximately 65% of the outstanding shares of
ENStar. The Special Committee's approval of the transaction, which will take
the form of a merger between ENStar and a corporation formed by the Michael
family, is subject to the negotiation and approval of a definitive merger
agreement and related documents, approval by a majority of the non-Michael
family shareholders of ENStar, the receipt of any necessary governmental
or other approvals and any other terms and conditions established in the
definitive merger agreement.
The letter of intent provides that the transaction may be terminated
by the Special Committee if the dollar-weighted trading price of CorVel
Corporation stock during the 15 trading days prior to the closing of the
transaction exceeds $26.00, and by the Michael family entity if that price
is less than $20.00 during the same period. ENStar owns 2,050,000 shares
(25%) of the common stock of CorVel Corporation. CorVel is an independent,
nationwide provider of managed care services to employers and insurers.
The transaction is expected to close in the fourth quarter of 1999.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS
99.1 Press Release of ENStar Inc. dated July 20, 1999,
announcing letter of intent.
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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.
Dated: July 20, 1999 ENSTAR INC.
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(Registrant)
By /s/ Peter E. Flynn
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Peter E. Flynn
Executive Vice President
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
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<S> <C> <C>
99.1 Press Release of ENStar Inc. dated July 20, 1999 announcing
letter of intent.
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EXHIBIT 99.1
Date: July 20, 1999 PRESS RELEASE
Contact: Peter E. Flynn
Executive Vice President
(612) 942-3887
FOR IMMEDIATE RELEASE
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ENStar Inc. Signs Letter of Intent
MINNEAPOLIS, MN, July 20, 1999 - ENStar Inc. (NASDAQ: ENSR) reported
today that a Special Committee of its Board of Directors has approved the
acceptance of the terms of an offer by James Michael and Jeffrey Michael and
certain related entities to acquire all of the shares of Common Stock of
ENStar not owned or controlled by the Michael family for a price of $12.50
per share. James Michael is a member of the Board of Directors of the
Company and Jeffrey Michael is the President and Chief Executive Officer of
the Company and a member of the Board of Directors. The Michael family and
its controlled entities own approximately 65% of the outstanding shares of
ENStar. The Special Committee's approval of the transaction, which will take
the form of a merger between ENStar and a corporation formed by the Michael
family, is subject to the negotiation and approval of a definitive merger
agreement and related documents, approval by a majority of the non-Michael
family shareholders of ENStar, the receipt of any necessary governmental or
other approvals and any other terms and conditions established in the
definitive merger agreement.
The letter of intent provides that the transaction may be terminated by
the Special Committee if the dollar-weighted trading price of CorVel
Corporation stock during the 15 trading days prior to the closing of the
transaction exceeds $26.00, and by the Michael family entity if that price is
less than $20.00 during the same period. The transaction is expected to
close in the fourth quarter of 1999.
ENStar is a holding company. Its principal operating companies include
Americable, Inc. and ENStar Networking Corporation. Americable is a provider
of networking and connectivity products, cable assemblies and custom OEM
manufacturing solutions. ENStar Networking is a Network integrator providing
services that build, maintain and secure network infrastructures. ENStar also
owns 2,050,000 shares (25%) of the common stock of CorVel Corporation
(NASDAQ: CRVL). CorVel is an independent, nationwide provider of managed
care services to employers and insurers.
