Results of the Transaction
At Special Meetings held on December 30, 1995, the Limited
Partners of each of Enex Oil & Gas Income Program II-1, L.P., Enex Oil & Gas
Income Program II-2, L.P., Enex Oil & Gas Income Program II-3, L.P., and Enex
Oil & Gas Income Program II-4, L.P. (collectively, the "Partnerships") approved
the dissolution and liquidation of the Partnerships. In January 1996, Enex
Resources Corporation, as general partner of each of the Partnerships (in such
capacity, the "General Partner"), entered into sales agreements regarding
certain Partnership properties with the highest third-party bidders whose bids
exceeded the fair market values of such properties as estimated by H. J. Gruy
and Associates, Inc. ("Gruy"), an independent petroleum consulting firm retained
by the Partnerships to appraise the Partnerships' properties. Properties for
which no bids were received at or above Gruy's estimated fair market value were
purchased by the General Partner in exchange for the discharge of outstanding
Partnership indebtedness to the General Partner in the amount of such estimated
fair market value.
Pursuant to these liquidations, (i) all of the properties of
Enex Oil & Gas Income Program II-1, L.P. were sold for $264,192 as follows: N.W.
Esperance Point B & C, Burkholder and Steamboat properties were sold to
third-party purchasers for $6,811 in cash, and the Comite and East Seven Sisters
properties were sold to the General Partner for $257,381 in discharge of
Partnership indebtedness owed to the General Partner; (ii) all of the properties
of Enex Oil & Gas Income Program II-2 L.P. were sold for $227,081 as follows:
the Steamboat property was sold to a third-party purchaser for $788 in cash, and
the Comite and East Seven Sisters properties were sold to the General Partner
for $226,293 in discharge of Partnership indebtedness owed to the General
Partner; (iii) all of the properties of Enex Oil & Gas Income Program II-3, L.P.
were sold for $213,524 as follows: the Steamboat, Newport and Hanson properties
were sold to third-party purchasers for $58,868 in cash, and the Comite, East
Seven Sisters and Blair properties were sold to the General Partner for $154,656
in discharge of Partnership indebtedness owed to the General Partner; and (iv)
all of the properties of Enex Oil & Gas Income Program II-4, L.P. were sold for
$187,098 as follows: the Steamboat, Newport and Hanson properties were sold to
third-party purchasers for $56,807 in cash, and the Comite, East Seven Sisters
and Blair properties were sold to the General Partner for $130,291 in discharge
of Partnership indebtedness owed to the General Partner.
The proceeds of such sales and each Partnership's remaining
assets were used to partially discharge each Partnership's outstanding debt,
principally owed to the General Partner. Since such proceeds and assets were
insufficient to fully discharge any Partnership's outstanding debt, there was no
cash or assets available for distribution to the Limited Partners. On February
15, 1996, the General Partner filed a Certificate of Cancellation for each
Partnership with the Office of the Secretary of State of the State of Texas
pursuant to Section 2.03 of the Texas Revised Limited Partnership Act,
cancelling each Partnership's Certificate of Limited Partnership.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: March 18, 1996 ENEX RESOURCES CORPORATION
By: /s/ Robert E. Densford
-----------------------
Robert E. Densford
Vice President-Finance,
Secretary and Treasurer
166064_1
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