SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
Rule 13e-3 Transaction Statement (Pursuant to Section 13(e) of the
Securities Exchange Act of 1934 and Rule 13e-3 (ss.240.13e-3) thereunder)
ENEX 88-89 INCOME AND RETIREMENT FUND - SERIES 1, L.P.
- -----------------------------------------------------------------------------
(Name of the Issuer)
ENEX RESOURCES CORPORATION
- -----------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
$500 "units" of limited partnership interests
- -----------------------------------------------------------------------------
(Title of Class of Securities)
- -----------------------------------------------------------------------------
(CUSIP Number of Class of Securities)
R. E. Densford, Vice President
ENEX RESOURCES CORPORATION
800 Rockmead
Three Kingwood Place, Suite 200
Kingwood, TX 77339
(713) 358-8401
- -----------------------------------------------------------------------------
(Name, address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Person(s) Filing Statement)
This statement is filed in connection with (check the appropriate box):
a. The filing of solicitation materials or an information statement
subject to Regulation 14A[17 CFR 240.14a-1 to 240.14b-1]. Regulation
14C[17 CFR 240.14c-1 to 240.14c-101] or Rule 13e-3(c) [ss.240.13e-
3(c)] under the Securities Exchange Act of 1934. [Amended in Release
No.34-23789 (P. 84,044), effective January 20, 1987,51 F.R.42048.]
b. o The filing of a registration statement under the Securities
Act of 1933.
c. o A tender offer.
d. o None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies: o
Calculation of Filing Fee
Transaction Valuation:
The maximum aggregate value of the transaction is
$86,431 (Partnership indebtedness, which exceeds estimated fair
market value of partnership assets to be sold in liquidation pursuant
to plan of dissolution)
Amount of filing fee:
$17.29
x Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $17.29
Form or Registration No.: Schedule 14A
Filing Party: Enex Resources Corporation
Date Filed: April 23, 1997
<PAGE>
SCHEDULE 13E-3
CROSS-REFERENCE SHEET
Cross Reference Sheet Furnished Pursuant to General Instructions of
Schedule 13E-3
Item Number and Caption Location in Proxy
Statement*
1. Issuer and Class of Security Subject to the Transaction Cover Page; Summary;
Special Factors;
Record Date, Voting
and Security Owner-
ship of Certain
Beneficial Owners and
Management
2. Identity and Background Cover Page;Principal
Executive Offices and
Telephone Number;
Information Concerning
the General Partner
3. Past Contacts, Transactions or Negotiations Record Date, Voting
and Security Owner-
ship of Certain
Beneficial Owners and
Management; Certain
Transactions
4. Terms of the Transaction Special Factors;
The Proposal to
Dissolve and Liquidate
5. Plans or Proposals of the Issuer or Affiliate Special Factors; The
Proposal to
Dissolve and Liquidate.
6. Source and Amounts of Funds or Other Consideration Expenses of
Solicitation;
Special Factors;
The Proposal to
Dissolve and Liquidate;
Valuation of Oil and
Gas Properties
7. Purpose(s), Alternatives, Reasons and Effects Special Factors; The
Proposal to Dissolve
and Liquidate;
Reasons for the
Proposed Transactions;
Partnership Operations
and Financial
Condition; Fairness
of the Proposed
Transactions;
Potential Benefits to
the Partners; Federal
Income Tax
Consequences
8. Fairness of the Transaction Special Factors;
The Proposal to
Dissolve and
liquidate; Reasons for
the Proposed
Transactions;
Partnership Operations
and Finanicial
Condition; Fairness
of the Proposed
Transactions;
Potential Benefits to
the Partners;
Valuation of Oil and
Gas Properties;
Federal Income Tax
Consequences
<PAGE>
9. Reports, Opinions, Appraisals and Certain Negotiations Special Factors;
Description of Property
and Oil and Gas
Reserves; Valuation
of Oil and
Gas Properties
10. Interest in Securities of the Issuer Summary; Special
Factors; Record Date,
Voting and Security
Ownership of Certain
Beneficial Owners
and Management
11. Contracts, Arrangements or Understandings Not Applicable
with Respect to the Issuer's Securities
12. Present Intention and Recommendation of Certain The Proposal to
Dissolve and Liquidate;
Persons with Regard to the Transaction Reasons for the Proposed
Transactions;
Partnership Operations
and Financial Condition;
Fairness of the Proposed
Transactions
13. Other Provisions of the Transaction The Proposal to Dissolve
and Liquidate
14. Financial Information Documents Incorporated
by Reference
15. Persons and Assets Employed, Retained or Utilized Expenses of
Solicitation;
Potential Benefits to
the Partners
16. Additional Information Not Applicable
17. Material to be Filed as Exhibits Not Applicable
*Inapplicable items and negative responses have been omitted from the Proxy
Statement.
<PAGE>
SCHEDULE 13E-3
Item 1. Issuer and Class of Security Subject to the Transaction
(a) The names of the issuers are: Enex Oil & Gas Income Program IV,
Series 3, L.P. Enex 88-89 Income and Retirement Fund - Series 1, L.P.
Enex 88-89 Income and Retirement Fund - Series 2, L.P. Enex 88-89
Income and Retirement Fund - Series 3, L.P. Enex 88-89 Income and
Retirement Fund - Series 4, L.P.
The address of each of the principal executive offices of each of the above
issuers (each a "Partnership" and collectively, the "Partnerships") is
Three Kingwood Place, Suite 200, 800 Rockmead, Kingwood, Texas 77339.
(b) The exact title, the amount of securities outstanding of the class of
security which is subject to the proposed dissolution and liquidation of
each Partnership as described herein, and the approximate number of holders
of each such class is set forth under the caption "SUMMARY" in the proxy
statement relating to the Partnerships filed by the general partner of each
Partnership, Enex Resources Corporation ("Enex" or the "General Partner"),
with the Securities and Exchange Commission pursuant to Registration 14A
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
concurrently with the filing of this Schedule (the "Proxy Statement").
(c) There is no established trading market for the securities of the
Partnerships.
(d) The Partnerships have been unable to distribute cash to their Limited
Partners for the last year. There are no restrictions on the Partnerships'
present or future ability to make distributions.
(e) There have been no underwritten public offerings of limited partnership
interests ("Limited Partnership Interests") in the Partnerships during the
past three years.
(f) The General Partner has purchased the following units of Limited
Partnership Interest in accordance with its annual offer to repurchase such
interests, as required by the Amended Agreement of Limited Partnership of
each of the Partnerships (the "Partnership Agreements"). No executive
officer or director of the General Partner and no person controlling the
General Partner has purchased any such units during the period indicated.
1
<PAGE>
<TABLE>
<CAPTION>
Enex Oil & Gas Income Program IV, Series 3, L.P.
Units of Aggregate
Limited Partnership Amount Purchase
Quarter Ending Interests Paid Price/Unit (1)
-------------- ----------------------- -------- --------------
<S> <C> <C> <C>
March 31, 1994 93.02 $ 3,079.51 $ 33.10
June 30, 1994 350.88 $ 11,688.24 $ 33.31
September 30, 1994 1.26 $ 35.48 $ 28.15
December 31, 1994 94.19 $ 2,712.62 $ 28.79
March 31, 1995 0 $ 0.00 $ 0.00
June 30, 1995 2.53 $ 46.45 $ 18.35
September 30, 1995 14.79 $ 410.83 $ 27.77
December 31, 1995 79.59 $ 1,358.86 $ 17.07
March 31, 1996 1.91 $ 35.10 $ 18.37
June 30, 1996 102.60 $ 0.00 $ 0.00
September 30, 1996 51.48 $ 0.00 $ 0.00
December 31, 1996 0 $ 0.00 $ 0.00
March 31, 1997 4.78 $ 0.00 $ 0.00
</TABLE>
<TABLE>
<CAPTION>
Enex 88-89 Income and Retirement Fund - Series 1, L.P.
Units of Aggregate
Limited Partnership Amount Purchase
Quarter Ending Interests Paid Price/Unit (1)
-------------- ----------------------- -------- --------------
<S> <C> <C> <C>
March 31, 1994 0 $ 0.00 $ 0.00
June 30, 1994 86.22 $ 7,003.68 $ 81.23
September 30, 1994 10.00 $ 778.93 $ 77.89
December 31, 1994 144.59 $ 10,243.65 $ 70.84
March 31, 1995 0 $ 0.00 $ 0.00
June 30, 1995 0 $ 0.00 $ 0.00
September 30, 1995 90.00 $ 2,024.15 $ 22.49
December 31, 1995 12.00 $ 256.68 $ 21.39
March 31, 1996 .25 $ 5.84 $ .23
June 30, 1996 1.62 $ 0.00 $ 0.00
September 30, 1996 1.32 $ 0.00 $ 0.00
December 31, 1996 18.55 $ 0.00 $ 0.00
March 31, 1997 0 $ 0.00 $ 0.00
</TABLE>
<TABLE>
<CAPTION>
Enex 88-89 Income and Retirement Fund - Series 2, L.P.
Units of Aggregate
Limited Partnership Amount Purchase
Quarter Ending Interests Paid Price/Unit (1)
-------------- ----------------------- -------- --------------
<S> <C> <C> <C>
March 31, 1994 5.00 $ 37.42 $ 7.48
June 30, 1994 .92 $ 7.48 $ 8.13
September 30, 1994 0 $ 0.00 $ 0.00
December 31, 1994 21.23 $ 72.87 $ 3.43
March 31, 1995 0 $ 0.00 $ 0.00
2
<PAGE>
June 30, 1995 10.00 $ 0.00 $ 0.00
September 30, 1995 25.00 $ 0.00 $ 0.00
December 31, 1995 0 $ 0.00 $ 0.00
March 31, 1996 7.46 $ 0.00 $ 0.00
June 30, 1996 .73 $ 0.00 $ 0.00
September 30, 1996 1.04 $ 0.00 $ 0.00
December 31, 1996 .11 $ 0.00 $ 0.00
March 31, 1997 20.00 $ 0.00 $ 0.00
</TABLE>
<TABLE>
<CAPTION>
Enex 88-89 Income and Retirement Fund - Series 3, L.P.
Units of Aggregate
Limited Partnership Amount Purchase
Quarter Ending Interests Paid Price/Unit (1)
-------------- ----------------------- -------- --------------
<S> <C> <C> <C>
March 31, 1994 0 $ 0.00 $ 0.00
June 30, 1994 72.00 $ 1,037.38 $ 14.40
September 30, 1994 35.03 $ 409.82 $ 11.69
December 31, 1994 9.90 $ 100.69 $ 10.17
March 31, 1995 0 $ 0.00 $ 0.00
June 30, 1995 0 $ 0.00 $ 0.00
September 30, 1995 0 $ 0.00 $ 0.00
December 31, 1995 0 $ 0.00 $ 0.00
March 31, 1996 0 $ 0.00 $ 0.00
June 30, 1996 5.10 $ 0.00 $ 0.00
September 30, 1996 1.11 $ 0.00 $ 0.00
December 31, 1996 0 $ 0.00 $ 0.00
March 31, 1997 9.75 $ 0.00 $ 0.00
</TABLE>
<TABLE>
<CAPTION>
Enex 88-89 Income and Retirement Fund - Series 4, L.P.
Units of Aggregate
Limited Partnership Amount Purchase
Quarter Ending Interests Paid Price/Unit (1)
-------------- ----------------------- -------- --------------
<S> <C> <C> <C>
March 31, 1994 20.00 $ 338.24 $ 16.91
June 30, 1994 47.13 $ 797.82 $ 16.92
September 30, 1994 0 $ 0.00 $ 0.00
December 31, 1994 13.72 $ 175.91 $ 12.82
March 31, 1995 0 $ 0.00 $ 0.00
June 30, 1995 2.50 $ 0.00 $ 0.00
September 30, 1995 .19 $ 0.00 $ 0.00
December 31, 1995 0 $ 0.00 $ 0.00
March 31, 1996 .55 $ 1.48 $ 2.69
June 30, 1996 8.91 $ 0.00 $ 0.00
September 30, 1996 27.38 $ 0.00 $ 0.00
December 31, 1996 4.44 $ 0.00 $ 0.00
March 31, 1997 0 $ 0.00 $ 0.00
</TABLE>
(1) All purchases during a given quarter were at the same price per
unit.
3
<PAGE>
Item 2. Identity and Background
Enex was incorporated on August 17, 1979 in Colorado. On June 30, 1992,
Enex reincorporated in Delaware. Enex is engaged in the business of
acquiring interests in producing oil and gas properties and managing oil
and gas income limited partnerships. Enex's operations are concentrated in
this single industry segment.
Enex's principal executive offices are maintained at 800 Rockmead Drive,
Three Kingwood Place, Kingwood, Texas 77339. The telephone number at these
offices is (713) 358-8401. Enex has no regional offices.
The names, present principal occupation or employment, and material
occupations and employments during the last 5 years of each of Enex's
directors, executive officers and controlling shareholders are as follows:
Gerald B. Eckley. Mr. Eckley is a director, President and Chief Executive
Officer of the General Partner and has served as such since its formation in
1979. Mr. Eckley is the beneficial owner of 289,900 shares of the General
Partner's common stock (representing 20.47% of such common stock) calculated in
accordance with Securities and Exchange Commission Rule 13d-3.
William C. Hooper, Jr. Mr. Hooper is a director of the General Partner.
From 1970 until the present, he has been self-employed as a consulting petroleum
engineer in Houston, Texas providing services to industry and government and
engaged in business as an independent oil and gas operator and investor.
Stuart Strasner. Mr. Strasner is a director of the General Partner. He is a
professor of business law at Oklahoma City University in Oklahoma City, Oklahoma
and was Dean of the law school at Oklahoma City University from July 1984 until
June 1991. He is a member of the Fellows of the American Bar Association and a
member of the Oklahoma Bar Association. Mr. Strasner is also a director of
Health Images, Inc., a public company which provides fixed site magnetic
resonance imaging ("MRI") services.
Martin J. Freedman. Mr. Freedman is a director of the General Partner.
Since 1985, he has been President of Freedman Oil & Gas Company in Denver
Colorado, engaged primarily in the management of its exploration and producing
properties, and since 1988, the managing partner of MJF Energy which has an
interest in several gas pipelines and gas wells.
James Thomas Shorney. Mr. Shorney is a director of the General Partner. He
has been a petroleum consultant and Secretary/Treasurer of the Shorney Company
in Oklahoma City, Oklahoma, a privately held oil and gas exploration company,
from 1970 to date.
Robert D. Carl, III. Mr. Carl is a director of the General Partner. He is a
private investor. From 1985 to March 1997, Mr. Carl was the Chairman of the
Board of Health Images, Inc., a company founded by Mr. Carl and subsequently
listed on the New York Stock Exchange.
On January 4, 1996, the Securities and Exchange Commission ("SEC")
filed a complaint in the United States District Court for the District of
Columbia against Mr. Carl alleging that Mr. Carl violated Section 16(a) of
the Securities Exchange Act of 1934 ("Exchange Act"), and Rules 16a-2 and
16a-3 (and former Rule 16a-1) thereunder, by failing to timely file reports
concerning thirty-eight securities transactions in his mother's brokerage
accounts involving shares of Health Images, Inc. stock. The SEC took the
position that because Mr. Carl (1) provided substantial financial support
to his mother, (2) commingled his mother's assets with his own, (3)
provided a substantial portion of the funds used to purchase the shares in
question, and (4) received from
4
<PAGE>
his mother a substantial portion of the sales proceeds, he, therefore, had
a pecuniary interest in, and was a beneficial owner of, the shares in
question.
In response to the SEC's action, Mr. Carl disgorged to Health Images,
Inc. approximately $92,400 in short-swing profits from the trading in his
mother's account, plus interest thereon of approximately $52,600. The SEC
further requested the court to impose a $10,000 civil penalty against Mr.
Carl pursuant to Section 21(d)(3) of the Exchange Act. Without admitting or
denying the allegations in the complaint, Mr. Carl consented to the entry
of a final judgment imposing the $10,000 penalty. On January 12, 1996, a
federal judge entered the final judgment in this matter, and Mr. Carl has
since filed amended reports on Forms 4 and 5 reflecting these transactions
in his mother's accounts.
In relation to the same matter, the SEC has issued an administrative
order pursuant to Section 21C of the Exchange Act against Mr. Carl, finding
that he violated Section 16(a) and the rules thereunder and requiring him
to cease and desist from committing or causing any violation or future
violation of those provisions. Without admitting or denying allegations in
the SEC's Order, Mr. Carl consented to the entry of the Order.
Robert E. Densford. Mr. Densford is a Director of the General Partner and
its Vice President- Finance, Secretary and Treasurer, a position he has held
since 1989. He was the General Partner's Controller from 1985 to 1989.
James A. Klein. Mr. Klein has been the General Partner's Controller since
February 1991. Since June 1993, he has been President and Principal of the
General Partner's subsidiary, Enex Securities Corporation. From June 1988 to
February 1991, he was employed by Positron Corporation in Houston.
Each of the General Partner's directors is a United States citizen and
maintains a business address in care of the General Partner. Enex knows of
no person other than those named above who might be deemed to control Enex.
Other than as described above, during the past five years neither Enex nor
any executive officer or director of Enex or any person controlling Enex
has been convicted in a criminal proceeding or been a party to a civil
proceeding as a result of which such person was enjoined from violating, or
prohibited from activities subject to, any securities laws or found to have
violated any such laws.
.
Item 3. Past Contacts, Transactions or Negotiations
(a)(1) Information regarding transactions between the Partnerships and the
General Partner has been provided under the caption "THE PROPOSAL TO
DISSOLVE AND LIQUIDATE -- Certain Transactions" in the Proxy Statement and
is hereby incorporated by reference to Item 7 - Financial Statements and
Supplemental Data to each Partnership's Annual Report on Forms 10-KSB/A and
10-KSB for the years ended December 31, 1996 and 1995, respectively. Since
January 1, 1994, there have been no transactions between the Partnerships
and any executive officer or director or any person controlling Enex.
(a)(2) There have been no contacts, negotiations or transactions which have
been entered into or occurred since January 1, 1994 between the General
Partner, its executive officers or directors or any person controlling Enex
or any of the Partnerships concerning a merger, consolidation, acquisition,
tender offer, or sale of a material amount of the assets of such
Partnerships. The only acquisitions of securities of the Partnerships by
the General Partner during such period are detailed above in the response
to Item 1(f).
5
<PAGE>
(b) There have been no contacts or negotiations concerning the matters
referred to in Item 3(a)(2) which have been entered into or have occurred
since January 1, 1994 between any affiliate of any of the Partnerships or
between any of the Partnerships or any of their affiliates and any person
who is not affiliated with any of the Partnerships who would have a direct
interest in such matters, including all directors, executive officers and
persons controlling Enex.
Item 4. Terms of the Transaction
(a) The material terms of the proposed dissolution and liquidation of the
Partnerships are described under the captions "SPECIAL FACTORS" and "THE
PROPOSAL TO DISSOLVE AND LIQUIDATE" in the Proxy Statement.
(b) None.
Item 5. Plans or Proposals of the Issuer or Affiliate
(a) The proposed dissolution and liquidation of the Partnerships is
described under the captions "SPECIAL FACTORS" and "THE PROPOSAL TO
DISSOLVE AND LIQUIDATE" in the Proxy Statement.
(b) The sales of the Partnerships' assets that will follow approval of the
proposed dissolution and liquidation of the Partnerships is described under
the caption "THE PROPOSAL TO DISSOLVE AND LIQUIDATE" in the Proxy
Statement.
(c) None.
(d) The Partnerships will dissolve and liquidate upon approval of the
proposed dissolution and liquidation of the Partnerships described under
the caption "THE PROPOSAL TO DISSOLVE AND LIQUIDATE" in the Proxy
Statement.
(e) See the response to Item 5(d) above.
(f) The registration of the Limited Partnership Interests of the
Partnerships under Section 12(g) of the Exchange Act will be terminated
following approval of the proposed dissolution and liquidation of the
Partnerships.
(g) The Partnerships' obligations to file reports pursuant to Section 15(d)
of the Exchange Act will terminate following approval of the proposed
dissolution and liquidation of the Partnerships.
Item 6. Source and Amounts of Funds or Other Consideration
(a) The funds or other consideration to be received in the proposed
dissolution and liquidation of the Partnerships are described under the
captions "THE PROPOSAL TO DISSOLVE AND LIQUIDATE -- General" and "--
Valuation of Oil and Gas Properties" in the Proxy Statement.
6
<PAGE>
(b)
<TABLE>
<CAPTION>
403 521 522 523 524
--- --- --- --- ---
<S> <C> <C> <C> <C> <C>
Legal Fees $ 3.111 $ 1,169 $ 1,209 $ 1,143 1,368
Filing Fees $ 389 $ 146 $ 151 $ 143 171
Appraisal Fees $ 933 $ 351 $ 363 $ 343 410
Solicitation Expenses $ 3,693 $ 1,389 $ 1,436 $ 1,357 1,625
Printing Costs $ 972 $ 365 $ 378 $ 357 428
------ ------- ------- ------ ------
Total $ 9,098 $ 3,420 $ 3,537 $ 3,343 4,002
====== ====== ====== ===== =====
</TABLE>
The costs of the proposed dissolution and liquidation of the
Partnerships, which will primarily include expenses in connection with the
preparation and mailing of the Proxy Statement and all papers which
accompany or supplement it, will be borne by the Partnerships pro rata in
accordance with the estimated fair market value of their respective assets
(see Table 1 in the Proxy Statement). This basis for allocation was chosen
over others (such as the number of Unitholders of each Partnership or the
amount of each Partnership's original capital or allocating one-fifth of
the costs to each Partnership) because the largest share of the costs of
this solicitation consist of the fees incurred to obtain an independent
valuation of the Partnerships' properties and counsel fees in connection
with the preparation of this Proxy Statement. In the General Partner's
opinion, these costs are most equitably allocated in accordance with the
value of the Partnerships' assets.
(c) Not applicable.
(d) Not applicable.
Item 7. Purpose(s), Alternatives, Reasons and Effects
(a) The purposes for the proposed dissolution and liquidation of the
Partnerships are set forth under the captions "SPECIAL FACTORS -- Proposal
to Dissolve and Liquidate the Partnerships," and "THE PROPOSAL TO DISSOLVE
AND LIQUIDATE -- General," "-- Fairness of the Proposed Transactions," "--
Partnership Operations and Financial Conditions," "-- Reasons For Proposed
Transactions," "-- Potential Benefits to the Partners" and "-- Federal
Income Tax Consequences" in the Proxy Statement.
(b) Alternatives to the proposed dissolution and liquidation of the
Partnerships considered by the General Partner and the reasons for their
rejection are described under the captions "THE PROPOSAL TO DISSOLVE AND
LIQUIDATE" and "-- Reasons For Proposed Transactions" in the Proxy
Statement.
(c) The reasons for the structure of the proposed dissolution and
liquidation of the Partnerships and for undertaking them at this time are
described under the captions "THE PROPOSAL TO DISSOLVE AND LIQUIDATE --
General," "-- Fairness of the Proposed Transactions," "-- Partnership
Operations and Financial Conditions," "-- Reasons for Proposed
Transactions," "-- Potential Benefits to the Partners" and "-- Federal
Income Tax Consequences" in the Proxy Statement.
(d) The effects, including the benefits and detriments, quantified to the
extent practicable, of the proposed dissolution and liquidation of the
Partnerships on the Partnerships, its affiliates and its unaffiliated
security holders are described under the captions SPECIAL FACTORS --
Conflicts of Interest" and "THE PROPOSAL TO DISSOLVE AND LIQUIDATE --
General," "-- Fairness of the Proposed Transactions," "-- Reasons for
Proposed Transactions," "-- Potential Benefits to the Partners" and "--
Federal Income Tax Consequences" in the Proxy Statement.
7
<PAGE>
Item 8. Fairness of the Transaction
(a) The Board of Directors of the General Partner has unanimously approved
the proposed transactions as being fair and in the best interests of the
Limited Partners. No directors dissented or abstained from such approval.
(b) The factors upon which the belief stated in Item 8(a) are based, in
order of their significance, are each Partnership's poor financial
condition and prospects, the potential to realize favorable tax
consequences for 403, and the General Partner's willingness to act as
"buyer of last resort" at the estimated fair market values of the
Partnerships' properties as estimated by H.J. Gruy & Associates, Inc.
("Gruy") (even if all of a Partnership's indebtedness to the General
Partner has been satisfied out of the proceeds of earlier property sales)
which ensures a "floor" or minimum consideration for partnership properties
and thereby ensures an equivalent "ceiling" or maximum amount of
forgiveness of indebtedness income each Limited Partner will realize from
the proposed transactions, upon which it will be subject to federal income
tax (see "Federal Income Tax Consequences" below). These factors are
discussed in detail under the captions "THE PROPOSAL TO DISSOLVE AND
LIQUIDATE -- General," "-- Partnership Operations and Financial
Conditions," "-- Federal Income Tax Consequences," "-- Fairness of the
Proposed Transactions," "-- Reasons for Proposed Transactions" and "--
Valuations of Oil and Gas Reserves" in the Proxy Statement.
(c) The approval of a majority of the unaffiliated security holders is
not required.
(d) No director or group of directors has retained an unaffiliated
representative to act solely on behalf of the Limited Partners for the
purposes of negotiating the terms of the proposed plans to dissolve and
liquidate the Partnerships or to prepare a report concerning the fairness
of such proposals.
(e) The Board of Directors of the General Partner unanimously approved the
proposed transactions. The majority of the directors are not employees of
the General Partner or the Partnerships.
(f) No firm offer has been made by any person during the preceding 18
months regarding the merger or consolidation of any of the Partnerships,
the sale or transfer of all or any substantial part of the assets of any
Partnership or securities of any Partnership which would enable the holder
to exercise control of such Partnerships.
Item 9. Reports, Opinions, Appraisals and Certain Negotiations
(a) Gruy's report on the estimated fair market values of the Partnerships'
properties is described under the captions "THE PROPOSAL TO DISSOLVE AND
LIQUIDATE -- Description of Property and Oil and Gas Reserves" and "--
Valuation of Oil and Gas Properties" in the Proxy Statement. As noted in
the response to Item 8(d), no person has been retained for the purpose of
negotiating the terms of, or to prepare a report concerning the fairness to
the Limited Partners of, the proposed dissolution and liquidation of the
Partnerships.
(b) Gruy's qualifications, the method of Gruy's selection, any material
relationship between Gruy and the Partnerships and the General Partner
which existed during the past two years or is mutually understood to be
contemplated, any compensation received or to be received as a result of
such relationship from the Partnerships, and a summary of Gruy's report,
including but not limited to the procedures followed, the findings, the
bases for and methods of arriving at such findings, instructions received
from the Partnerships or the General Partner, and any limitations on the
scope of Gruy's investigation imposed by the Partnerships
8
<PAGE>
or the General Partner are set forth under the captions "THE PROPOSAL TO
DISSOLVE AND LIQUIDATE -- Description of Property and Oil and Gas Reserves"
and "-- Valuation of Oil and Gas Properties" in the Proxy Statement. In
addition, Gruy has received compensation from the General Partner and other
limited partnerships of which Enex is the general partner during the past
two years of $114,634.
(c) The fair market valuation report prepared by Gruy is available for
inspection and copying at the offices of the General Partner during regular
business hours by any interested Limited Partner or his representative who
has been so designated in writing. A copy of such report will be mailed to
any interested Limited Partner or his representative upon written request.
Item 10. Interest in Securities of the Issuer
(a) The aggregate amount and percentage of Limited Partnership Interests
beneficially owned as of March 31, 1997 by the General Partner, any
pension, profit sharing or similar plan of the General Partner (the
Partnerships have no such plans) and, after reasonable inquiry, each
executive officer and director of the General Partner, each person
controlling the General Partner, and each associate or majority owned
subsidiary of the General Partner (the Partnerships have no subsidiaries)
are set forth under the captions "Summary" and "Record Date, Voting and
Security Ownership of Certain Beneficial Owners and Management" in the
Proxy Statement.
(b) During the past 60 days the General Partner purchased the following
Limited Partnership Interests in accordance with its annual purchase offer,
as required by the Partnership Agreements. No other person purchased any
Partnership securities during the past 60 days.
<TABLE>
<CAPTION>
Units of Limited Price
Date Partnership Interest Paid
Enex Oil & Gas Income Program IV, Series 3, L.P.
<S> <C> <C>
April 30, 1997 .79 $0
May 31, 1997 5.00 $0
Enex 88-89 Income and Retirement Fund - Series 1, L.P.
April 30, 1997 30.00 $0
Enex 88-89 Income and Retirement Fund - Series 2, L.P.
April 30, 1997 2.00 $0
Enex 88-89 Income and Retirement Fund - Series 3, L.P.
April 30, 1997 1.00 $0
May 31, 1997 5.00 $0
Enex 88-89 Income and Retirement Fund - Series 4, L.P.
April 30, 1997 2.21 $0
</TABLE>
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Item 11. Contracts, Arrangements or Understandings
with Respect to the Issuer's Securities
There are no other contracts, arrangements, understandings or relationships
in connection with the proposal to dissolve and liquidate the Partnerships
between the General Partner, any executive officer or director of the
General Partner or any person controlling the General Partner, and any
person with respect to any securities of the Partnerships. However, the
provisions of the Partnership Agreement of each Partnership provide that
the Limited Partners may dissolve the Partnership by vote of a majority in
interest. The Partnership Agreements also provide, with respect to the
proposal to dissolve and liquidate the Partnerships, that once a
Partnership is dissolved an accounting of Partnership assets, liabilities
and operations to the date of dissolution will be made and the General
Partner will wind up and terminate the business and affairs of the
Partnership.
Item 12. Present Intention and Recommendation of Certain
Persons with Regard to the Transaction
(a) No securities of any of the Partnerships are to be tendered or sold in
connection with the proposed dissolution and liquidation of the
Partnerships. To the extent known to the General Partner, the General
Partner and each executive officer, director and other affiliate of the
General Partner who owns or hold any securities of the Partnerships or
proxies to vote securities of the Partnerships intends to vote such
securities in the manner set forth under the caption "THE PROPOSAL TO
DISSOLVE AND LIQUIDATE -- Record Date, Voting and Security Ownership of
Certain Beneficial Owners and Management" in the Proxy Statement. The
reasons therefor are set forth under the captions "THE PROPOSAL TO DISSOLVE
AND LIQUIDATE -- General," "-- Partnership Operations and Financial
Conditions" and "-- Reasons for the Proposed Transaction" in the Proxy
Statement. The terms of each Partnership's Partnership Agreement require
the General Partner to vote its general partnership interests in
concurrence with the vote of the Limited Partners with respect to the
proposed dissolution and liquidation.
(b) The Board of Directors of the General Partner has recommended that the
Limited Partners vote in favor of the proposed dissolution and liquidation
of the Partnerships for the reasons set forth under the captions "THE
PROPOSAL TO DISSOLVE AND LIQUIDATE -- General," "-- Partnership Operations
and Financial Conditions", "-- Fairness of the Proposed Transactions" and
"-- Reasons for the Proposed Transaction" in the Proxy Statement. The
General Partner has no knowledge after making reasonable inquiry as to
whether or not any of its executive officers or affiliates has made a
recommendation in support of or opposed to the proposed dissolution and
liquidation of the Partnership.
Item 13. Other Provisions of the Transaction
(a) Limited Partners will not have, nor be entitled to, any dissenters' or
appraisal rights with respect to the proposals under the Partnership
Agreements or under applicable law (the New Jersey Revised Uniform Limited
Partnership Act (the "Act"), and none will be provided voluntarily by the
Partnerships or the General Partner. Generally, in the absence of a breach
of the General Partner's fiduciary duty (i.e., to act fairly and in the
best interests of the Partnerships and their Limited Partners), Limited
Partners who object to the proposed dissolution and liquidation will have
no remedy available to them under state law or under the Partnership
Agreements if the percentage of Units needed to approve the proposal vote
in favor of the proposal. Such Limited Partners will have the same rights
to the assets of the Partnership as all other Limited Partners as described
under the caption "THE PROPOSAL TO DISSOLVE AND LIQUIDATE" in the Proxy
Statement.
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(b) Pursuant to the provisions of the Act, each Partnership is required to
keep the following records at its principal office or make them available
at that office at the Limited Partner's expense at any reasonable time
within five (5) days after receipt of a written request from a Limited
Partner stating the purpose for which an examination thereof is requested:
(1) a current list that states:
(A) the name and mailing address of each Partner, separately
identifying in alphabetical order the General Partner and the
Limited Partners; (B) the last known street address of the
business or residence of the General Partner; (C) the
percentage or other interest in the Partnership owned by each
Partner;
(2) copies of the Partnership's federal, state, and local information
or income tax returns for each of its six most recent tax years; (3)
a copy of the Partnership Agreement and certificate of limited
partnership, all amendments or restatements, and executed copies of
any powers of attorney under which the Partnership Agreement,
certificate of limited partnership, and all amendments or
restatements to the agreement and certificate have been executed; (4)
unless contained in the Partnership Agreement a written statement of;
(A) the amount of the cash contribution and a description and
statement of the agreed value of any other contribution made by
each Partner, and the amount of the cash contribution and a
description and statement of the agreed value of any other
contribution that the Partner has agreed to make in the future
as an additional contribution; (B) the times at which
additional contributions are to be made or events requiring
additional contributions to be made; (C) events requiring the
Partnership to be dissolved and its affairs wound up; and (D)
the date on which each Partner became a partner; and
(5) books and records of account of the Partnership.
Also required to be made available is other information regarding the
business, affairs, and financial condition of each Partnership as is just
and reasonable for the Limited Partners to examine and copy.
Pursuant to the provisions of the Partnership Agreements, the General
Partner will permit access to all records of each Partnership, after
adequate notice, during normal business hours, to any Limited Partner
and/or his accredited representatives. Notwithstanding the foregoing, the
General Partner may keep logs, well reports and other drilling data
confidential for a reasonable period of time. The General Partner maintains
a list of names and addresses of all Limited Partners at the principal
office of the Partnerships. Such list may be reviewed by any Limited
Partner or his representative during normal business hours. On request, a
copy of such list will be furnished to any Limited Partner or his
representative upon payment of reproduction and mailing costs.
No provision has been made by the Partnerships or the General Partner to
allow unaffiliated security holders to obtain access to the corporate files
of the General Partner or to obtain counsel or appraisal services at the
expense of the Partnerships or the General Partner. As described under the
caption "The Proposal to Dissolve and Liquidate" in the Proxy Statement,
the General Partner will be preparing a bid package concerning the
Partnerships' properties which will be made available to interested Limited
Partners.
(c) Not applicable.
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Item 14. Financial Information
(a) This financial information required by this Item appears in the
following documents which have been filed by each Partnership under the
Exchange Act:
(1) Each Partnership's Annual Report on Form 10-KSB/A for the year
ended December 31, 1996, copies of which accompany the Proxy Statement; and
(2) Each Partnership's Quarterly Report on Form 10-QSB/A for the
fiscal quarter ended March 31, 1997, copies of which accompany the Proxy
Statement.
This Item 14 specifically incorporates herein by reference the information
set forth in the following sections contained in each Partnership's Annual
Report on Form 10-KSB: Item 7-Financial Statements and Supplementary Data.
The following sections of the Quarterly Reports on Form 10-QSB/A are
specifically incorporated herein by reference: Item 1 - Financial
Statements (unaudited).
(b) Pro forma data has been omitted because it is not material.
Item 15. Persons and Assets Employed, Retained or Utilized
(a) The Partnerships have no officers or employees. Certain directors,
officers and employees of the General Partner, not especially employed for
this purpose, may solicit proxies relating to the proposed dissolution and
liquidation of the Partnerships, without additional remuneration therefor,
by mail, telephone, telegraph or personal interview. The estimated costs to
be incurred by the Partnerships in connection with the proposed dissolution
and liquidation are described in the response to Item 6(b) above. In all
cases, each Partnership property will be sold for the highest possible
price. In cases where the highest third party bid for a property is less
than its fair market value as determined by Gruy, the General Partner will
purchase the property at such fair market value. Thus, the General Partner
will act as a "buyer of last resort". Until such time as a Partnership's
total indebtedness has been discharged in full, the consideration paid by
the General Partner for any properties of such Partnership purchased by the
General Partner shall be in the form of satisfaction of such indebtedness.
The General Partner intends to continue to hold any of the Partnership
properties it might acquire as a buyer of last resort. The General Partner
has no plans to dispose of any of such properties.
In the event that the General Partner acquires any Partnership
properties in connection with the proposed plans of dissolution and
liquidation of the Partnerships, the General Partner believes that such
properties will be profitable due to the elimination of the current ongoing
expenses associated with administering and operating the Partnerships and
the elimination of the Partnerships' indebtedness.
(b) No person other than one described in the response to Item 15(a) has
been or will be retained or compensated to make solicitations or
recommendations in connection with the proposed dissolution and
liquidation.
Item 16. Additional Information
Additional information regarding the proposed dissolution and liquidation
is set forth in the Proxy Statement. To the General Partner's knowledge, no
such additional information or any other information is necessary to make
the statements herein, in light of the circumstances under which they are
made, not materially misleading.
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Item 17. Material to be Filed as Exhibits
(a) Not applicable
(b) The fair market valuation reports prepared by Gruy are filed herewith
as Exhibit 1.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
By Order of the Board of Directors
of the General Partner
/s/ R. E. Densford
ROBERT E. DENSFORD
Vice President-Finance,
Secretary and Treasurer
13
