<PAGE>
ENSERCH EXPLORATION, INC.
2500 CityWest Blvd., Suite 1400
Houston, Texas 77042
PROXY STATEMENT AND
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 19, 1997
To the shareholders of Enserch Exploration, Inc.:
A special meeting of the shareholders ("the "Special
Meeting") of Enserch Exploration, Inc. (the "Company") will be
held at Adam's Mark Hotel, 2900 Briarpark Drive, Houston, Texas
77042 at 10:00 a.m. on December 19, 1997, or at any adjournment
or postponement thereof, for the following purposes:
1. To change the Company's name to "EEX Corporation."
2. To consider and act upon such other business as
may properly come before the meeting.
Details relating to the above matters are set forth in the
attached Proxy Statement. All shareholders of record of the
Company as of the close of business on November 17, 1997 will be
entitled to notice of and to vote the Special Meeting or at any
adjournment or postponement thereof. A complete list of the
stockholders entitled to vote at the Special Meeting will be open
to the examination of any stockholder, for any purpose germane to
the Special Meeting, during ordinary business hours for a period
of 10 days prior to the date of the Special Meeting at the
offices of the Company at 2500 CityWest Blvd., Suite 1400,
Houston, Texas 77042, and at the time and place of the Special
Meeting.
ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE SPECIAL
MEETING. IF YOU DO NOT PLAN TO ATTEND THE MEETING, YOU ARE URGED
TO SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY. A REPLY
ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. THE GIVING OF A PROXY
WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IF YOU ATTEND THE
MEETING.
BY ORDER OF THE BOARD OF DIRECTORS
T. M Hamilton
Chairman, President and Chief
Executive Officer
November 19, 1997
<PAGE>
<PAGE>
PROXY STATEMENT
ENSERCH EXPLORATION, INC.
2500 CityWest Blvd., Suite 1400
Houston, Texas 77042
Telephone: (713) 243-3100
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 19, 1997
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors of Enserch
Exploration, Inc. (the "Company"), a Texas corporation, of the
holders of the Company's Common Stock, $.01 par value ("Common
Stock"), to be voted at a Special Meeting of Shareholders of the
Company (the"Special Meeting") to be held at Adam's Mark Hotel,
2900 Briarpark Drive, Houston, Texas 77042 at 10:00 a.m. on
December 19, 1997, or at any adjournment or postponement thereof.
The Company anticipates that this Proxy Statement and the
accompanying form of proxy will be first mailed or given to all
shareholders of the Company on or about November 19, 1997. The
shares represented by all proxies that are properly executed and
submitted will be voted at the meeting in accordance with the
instructions indicated thereon. Unless otherwise directed, votes
will be cast "FOR" the proposed change of the Company's name.
The affirmative vote of the holders of at least two-thirds of the
outstanding shares entitled to vote at the Special Meeting in
person or by written proxy will be required to approve the
proposed amendment. Under applicable Texas law, in determining
whether the requisite number of affirmative votes has been cast,
abstention and broker non-votes will have the same effect as
votes cast against the proposal.
Any shareholders giving a proxy may revoke it at any time
before it is exercised by delivering written notice of such
revocation to the Company, by substituting a new proxy executed
at a later date, or by requesting, in person, at the Special
Meeting, that the proxy be returned.
All of the expenses involved in preparing, assembling and
mailing this Proxy Statement and the materials enclosed herewith
and all costs of soliciting proxies will be paid by the Company.
In addition to the solicitation by mail, proxies may be solicited
by officers and regular employees of the Company by telephone,
telegraph or personal interview. Such persons will receive no
compensation for their services other than their regular
salaries. Arrangements will also be made with brokerage houses
and other custodians, nominees and fiduciaries to forward
solicitation materials to the beneficial owners of the shares
held of record by such persons, and the Company may reimburse
such persons for reasonable out of pocket expenses incurred by
them in so doing. If deemed advisable by the Company, the
Company may employ an outside soliciting firm in connection with
the solicitation of security holders at a fee not to exceed
$3,000, plus expenses. Such costs, if any, will be borne by the
Company.
VOTING SHARES
The close of business on November 17, 1997 has been fixed by
the Board of Directors of the Company as the record date (the
"Record Date") for the determination of shareholders entitled to
notice of and to vote at the Special Meeting. On the Record
Date, there were outstanding ______ shares of Common Stock, each
share of which entitles the holder thereof to one vote on each
matter which may come before the Special Meeting.
A majority of the issued and outstanding shares of Common
Stock entitled to vote at the meeting, represented at the meeting
in person or by written proxy, constitutes a quorum at any
meeting of the shareholders.
Proposal to change the Company's name to EEX Corporation
On August 5, 1997, the Company became fully independent of
its former majority shareholder, ENSERCH Corporation ("ENSERCH"),
when ENSERCH's ownership in the Company was spun off to its
shareholders. It is appropriate that the Company remove the
reference to its former parent company from its name, thus
avoiding any confusion as to its new status, and adopt a new name
to reflect its image as a fully independent company. The letters
"EEX" are the Company's current stock symbol on the New York
Stock Exchange and have been used by the Company in certain
business transactions in the past. The Board of Directors has
recommended that the name of the Company be changed to EEX
Corporation.
Security Ownership of Certain Beneficial Owners and Management
The Company is aware of the following beneficial owner, as
of August 31, 1997, of more than 5% of its Common Stock:
<TABLE>
<CAPTION>
Name and Address Number of Percent
of Beneficial Owner Shares of Class
Beneficially
Owned
<S> <C> <C>
Wellington Management 13,056,097(1) 10.36
Company
75 State Street
Boston, MA 02109
</TABLE>
(1) These common shares were reported as being beneficially
owned by Wellington Management Company ("Wellington") as
an investment advisor. The shares beneficially owned by
Wellington include 865,000 shares with shared voting power
and 13,056,097 shares with shared dispositive power.
Security Ownership of Management
The following table sets forth information concerning the
beneficial ownership of Common Stock of the Company by its
directors and executive officers and all directors and executive
officers of the Company as a group as of the Record Date:
<TABLE>
<CAPTION>
Name of Directors Number of Shares
and Executive Officers Beneficially Owned (1)
<S> <C>
T. M Hamilton 100,113(2)
F. S. Addy 17,895
B. A. Bridgewater 10,912
F. M. Lowther -0-
M. P. Mallardi 10,000
D. R. Henderson 85,151(2)
R. S. Langdon 25,000
J. Hartrick 25,000
M. A. McAdams 48,875(2)(3)
All directors and executive 322,946
officers as a group
</TABLE>
(1) As of the Record Date, none of the Company's directors and
executive officers, nor the directors and executive officers
of the Company as a group, beneficially owned as much as 1% of
the outstanding shares of the Common Stock.
(2) Includes shares held in the Company's Employee Stock
Purchase and Savings Plan by Messrs. Hamilton (113
shares), Henderson (151 shares) and McAdams (6,986 shares).
(3) Includes 13,750 shares with respect to which Mr. McAdams has
the right, as of the Record Date, to acquire beneficial
ownership through the exercise of stock options within sixty
days from the Record Date.
Change of Control
Prior to August 5, 1997, the Company was a wholly owned
subsidiary of ENSERCH. On August 5, 1997, ENSERCH distributed
its entire ownership interest in the Company to its shareholders,
pro rata, in a tax free distribution, thus resulting in the
Company becoming a publicly held company, fully independent of
its previous owner.
OTHER BUSINESS
Management of the Company is not aware of any other matters
which are to be presented to the Special Meeting, nor has it been
advised that other persons will present any such matters.
However, if other matters properly come before the meeting, the
individual named in the accompanying proxy shall vote on such
matters in accordance with his best judgment.
The above notice and Proxy Statement are sent by order of
the Board of Directors of the Company.
T. M Hamilton
Chairman, President and Chief
Executive Officer
November 19, 1997
<PAGE>
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PROXY
FOR THE SPECIAL MEETING OF SHAREHOLDERS OF
ENSERCH EXPLORATION, INC.
TO BE HELD ON DECEMBER 19, 1997
The undersigned hereby appoints T. M Hamilton as the lawful
agent and Proxy of the undersigned (with all the powers of the
undersigned would possess if personally present, including full
power of substitution), and hereby authorizes him to represent
and to vote, as designated below, all the shares of Common Stock
of Enserch Exploration, Inc. held of record by the undersigned on
November 17, 1997, at the Special Meeting of Shareholders of
Enserch Exploration, Inc. to be held at Adam's Mark Hotel, 2900
Briarpark Drive, Houston, Texas 77042 at 10:00 a.m. on December
19, 1997, or any adjournment or postponement thereof.
It is understood that when properly executed, this proxy
will be voted in the manner directed herein by the undersigned
shareholder. WHERE NO CHOICE IS SPECIFIED BY THE SHAREHOLDER,
THE PROXY WILL BE VOTED "FOR" THE PROPOSAL SET FORTH IN 1, BELOW.
The undersigned hereby revokes all previous proxies relating
to the shares of Common Stock covered hereby and confirms all
that said Proxy may do by virtue hereof.
<PAGE>
<PAGE>
ENSERCH EXPLORATION, INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER
USING DARK INK ONLY.
1. To Change the Company's Name to "EEX Corporation."
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
2. In his discretion, the Proxy is authorized to vote
upon any matters which may properly come before the
Special Meeting, or any adjournment or postponement
thereof.
Dated: , 1997
-----------------
----------------------------------
----------------------------------
Signature of Shareholders(s)
This proxy must be signed
exactly as the name appears hereon.
Executors, administrators, trustees,
etc., should give full title as
such. If the signer is a
corporation, please sign full
corporate name by duly authorized
officer.
