SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
Amendment I
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.
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(Name of the Issuer)
ENEX RESOURCES CORPORATION
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(Name of Person(s) Filing Proxy Statement)
$500 "units" of limited partnership interests
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(Title of Class of Securities)
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(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
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(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
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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 Cover Page; SUMMARY;
Subject to the Transaction SPECIAL FACTORS;
THE PROPOSAL TO DISSOLVE AND
LIQUIDATE--
Record Date, Voting and
Security Ownership of Certain
Beneficial Owners and
Management
2. Identity and Background Cover Page; THE PROPOSAL TO
DISSOLVE AND LIQUIDATE--Principal
Executive Offices and Telephone
Number;--Information Concerning
the General Partner
3. Past Contacts, Transactions
or Negotiations THE PROPOSAL TO DISSOLVE
AND LIQUIDATE--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 THE PROPOSED
TRANSACTIONS; SPECIAL
FACTORS--Valuation of Oil and Gas
Properties; THE PROPOSAL TO
DISSOLVE AND LIQUIDATE
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7. Purpose(s), Alternatives,
Reasons and Effects
SPECIAL
FACTORS--Reasons for the Proposed
Transactions; --Partnership
Operations and Financial Condition;
--Alternatives to the Proposed
Transactions;-Fairness of the Proposed
Transactions; --Potential Benefits to
the Partners; --Federal Income Tax
Consequences; THE PROPOSAL TO
DISSOLVE AND LIQUIDATE;
8. Fairness of the Transaction
SPECIAL
FACTORS--Reasons for the Proposed
Transactions; --Partnership
Operations and Financial Condition;
--Alternatives to the Proposed
Transactions;--Fairness of the Proposed
Transactions;-Potential Benefits to the
Partners; --Valuation of Oil and
Gas Properties;--Federal Income
Tax Consequences; THE PROPOSAL TO
DISSOLVE AND LIQUIDATE
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; THE
PROPOSAL TO DISSOLVE AND
LIQUIDATE--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
SPECIAL FACTORS--Reasons for
the Persons with Regard to the
Transaction Proposed Transactions;
--Partnership Operations and
Financial Condition; --Fairness of
the Proposed Transactions; THE
PROPOSAL TO DISSOLVE AND LIQUIDATE
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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 THE
PROPOSED TRANSACTIONS;
SPECIAL FACTORS--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.
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SCHEDULE 13E-3
Item 1. Issuer and Class of Security Subject to the Transaction
(a).....................................................The name and the
address of each of the principal executive offices of each of the issuers (each
a "Partnership" and collectively, the "Partnerships") is set forth on the front
cover page of 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").
(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.
(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) Information with respect to the units of Limited Partnership Interest
purchased by the General Partner 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") is
set forth under the caption "THE PROPOSAL TO DISSOLVE AND LIQUIDATE --
Certain Transactions" in the Proxy Statement. 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.
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Item 2. Identity and Background
Information with respect to the General Partner's identity and
background, including its incorporation, principal business
operations, principal executive offices and the names, present
principal occupation or employment, and material occupations and
employments during the last 5 years of each of the General Partner's
directors, executive officers and controlling shareholders is set
forth under the caption "THE PROPOSAL TO DISSOLVE AND LIQUIDATE --
Information Concerning the General Partner" in the Proxy Statement.
Enex knows of no person other than those named in the Proxy Statement who
might be deemed to control Enex.
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Other than as described in the section of the Proxy Statement referenced
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.
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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 under the caption "THE
PROPOSAL TO DISSOLVE AND LIQUIDATE -- Certain Transactions" in the Proxy
Statement.
(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.
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(f) Information with respect to the termination of the registration of the
Limited Partnership Interests of the Partnerships under Section 12(g) of
the Exchange Act following approval of the proposed dissolution and
liquidation of the Partnerships is set forth under the caption "THE
PROPOSAL TO DISSOLVE AND LIQUIDATE -- General" in the Proxy Statement.
(g) Information with respect to the termination of the Partnerships'
obligations to file reports pursuant to Section 15(d) of the Exchange Act
following approval of the proposed dissolution and liquidation of the
Partnerships is set forth under the caption "THE PROPOSAL TO DISSOLVE AND
LIQUIDATE -- General" in the Proxy Statement.
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 "SPECIAL
FACTORS -- Valuation of Oil and Gas Properties" in the Proxy Statement.
(b)
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An itemized statement of all expenses estimated to be incurred in
connection with the proposed transactions is set forth on Table H in the
Proxy Statement. Information with respect to the payment of such expenses
is set forth under the caption "EXPENSES OF THE PROPOSED TRANSACTIONS" in
the Proxy Statement.
(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," "-- 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 " SPECIAL FACTORS --
Alternatives to the 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 " SPECIAL FACTORS," "-- Fairness of the
Proposed Transactions," "-- Partnership Operations and Financial
Conditions," "-- Reasons for Proposed Transactions," "-- Alternatives to
the Prosposed 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 "THE PROPOSAL TO DISSOLVE
AND LIQUIDATE--General," "SPECIAL FACTORS--Conflicts of Interest,"
"Fairness of the Proposed Transactions," "--Reasons for Proposed
Transactions," "--Alternatives to the Prosposed Transactions," "--Potential
Benefits to the Partners" and "--Federal Income Tax Consequences" in the
Proxy Statement.
Item 8. Fairness of the Transaction
(a) Information with respect to the belief of the issuer as to the fairness
of the
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proposed transactions is set forth under the caption "SPECIAL FACTORS --
Fairness of the Proposed Transactions." 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 set forth under the caption "SPECIAL
FACTORS--Fairness of the Proposed Transactions." These factors are
discussed in detail under the captions "THE PROPOSAL TO DISSOLVE AND
LIQUIDATE--General,"and "SPECIAL FACTORS --Partnership Operations and
Financial Conditions," "--Federal Income Tax Consequences," "--Fairness of
the Proposed Transactions," "--Reasons for Proposed Transactions,"
"--Alternatives to the Prosposed 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) Information with respect to approval of the proposed transactions by
the Board of Directors of the General Partner, the majority of the
directors of which are not employees of the General Partner or the
Partnerships, is set forth under the caption "SPECIAL FACTORS -- Fairness
of the Proposed Transactions".
(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 "SPECIAL FACTORS -- 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 or the General
Partner are set forth under the captions "
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SPECIAL FACTORS -- Description of Property and Oil and Gas Reserves" and
"-- Valuation of Oil and Gas Properties" in the Proxy Statement.
(c) Information with respect to the availability of (i) the fair market
valuation report prepared by Gruy 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
and (ii) a copy of such report by mail to any interested Limited Partner or
his representative upon written request is set forth under the caption
"SPECIAL FACTORS -- Valuation of Oil and Gas Properties" in the Proxy
Statement.
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 "THE PROPOSAL TO DISSOLVE
AND LIQUIDATE -- Record Date, Voting and Security Ownership of Certain
Beneficial Owners and Management" in the Proxy Statement.
(b) Information with respect to purchases by the General Partner of Limited
Partnership Interests in accordance with its annual purchase offer, as
required by the Partnership Agreements, during the past 60 days is set
forth under the caption "THE PROPOSAL TO DISSOLVE AND LIQUIDATE -- Certain
Transactions" in the Proxy Statement. No other person purchased any
Partnership securities during the past 60 days.
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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. Information with
respect to the provisions of the Partnership Agreement of each Partnership
relating to dissolution and liquidation of the Partnerships is set forth
under the caption "THE PROPOSAL TO DISSOLVE AND LIQUIDATE -- General" in
the Proxy Statement.
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," and "SPECIAL FACTORS -- Partnership Operations
and Financial Conditions" "-- Alternatives to the Prosposed Transactions,"
and "-- Reasons for the Proposed Transaction" in the Proxy Statement.
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(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," "SPECIAL FACTORS --
Partnership Operations and Financial Conditions," "-- Fairness of the
Proposed Transactions" "-- Alternatives to the Prosposed 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.
(b) Information with respect to Partnership records and other information
that each Partnership is required to keep at its principal office and make
available
to the Limited Partners is
set forth under the caption "THE
PROPOSAL TO DISSOLVE AND LIQUIDATE --
Information Concerning the Partnerships"
in the Proxy Statement.
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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.
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. Information with
respect to the purposes for which certain directors, officers and employees
of the General Partner, not especially employed for this purpose, may be
used in connection with the proposed dissolution and liquidation of the
Partnerships, without additional remuneration therefor, is set forth under
the caption "EXPENSES OF THE PROPOSED TRANSACTIONS" in the Proxy Statement.
Information with respect to the General Partner's plans for any Partnership
properties it may purchase in connection with the
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proposed transactions is set forth under the caption "SPECIAL FACTORS --
Potential Benefits to the Partners -- to the General Partner" in the Proxy
Statement.
(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.
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.
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(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
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