SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the registrant
Filed by a party other than the registrant o
Check the appropriate box:
o Preliminary proxy statement
o Confidential, for Use of the Commission only {as permitted by
Rule 14a-6(e)(2)}
Definitive proxy statement
o Definitive additional materials
o Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
ENEX RESOURCES CORPORATION
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(Name of Registrant as Specified in Its Charter)
ENEX RESOURCES CORPORATION
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(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
$125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(2).
o $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
o Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
- -------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act
Rule 0-11:. {Set forth the amount on which the filing fee is
calculated and state how it was determined.}:
- -------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- -------------------------------------------------------------------------------
(5) Total Fee paid:
$125.00
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o Fee paid previously with preliminary materials
o Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, schedule or registration statement no.
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(3) Filing party:
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(4) Date filed:
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ENEX
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ENEX RESOURCES CORPORATION
Three Kingwood Place
Suite 200
800 Rockmead Drive
Kingwood, Texas 77339
DEAR STOCKHOLDER:
You are cordially invited to attend the Annual Meeting of Stockholders
of Enex Resources Corporation (the "Company") at 2:00 P.M. on Tuesday, May 13,
1997, at the Company's offices at Three Kingwood Place, 800 Rockmead Drive,
Kingwood, Texas 77339.
This booklet includes the Notice of the Annual Meeting and the Proxy
Statement, which contains information concerning the meeting, including the
election of Directors and a number of other matters of significance to
stockholders.
Management will report on the Company's activities since the last
stockholder meeting held on May 14, 1996 and stockholders will have an
opportunity to ask questions.
Stockholder interest in the affairs of the Company is welcomed and
encouraged. It is very important that you promptly cast your votes on the
matters to be considered at the Annual Meeting, regardless of the size of your
holdings. Even if you plan to attend the Annual Meeting in person, we urge you
to complete, sign and return the enclosed proxy as soon as possible. Doing so
will assure your representation if you cannot attend. If you attend in person
after sending in your proxy, you may withdraw it at the Meeting and vote in
person.
Sincerely,
Gerald B. Eckley
President
April 2, 1997
<PAGE>
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ENEX
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ENEX RESOURCES CORPORATION
Three Kingwood Place
Suite 200
800 Rockmead Drive
Kingwood, Texas 77339
NOTICE OF ANNUAL MEETING
To Be Held On May 13, 1997
TO OUR STOCKHOLDERS:
The Annual Meeting of Stockholders of Enex Resources Corporation (the
"Company") will be held at the Company's offices at Three Kingwood Place, 800
Rockmead Drive, Kingwood, Texas 77339 on Tuesday, May 13, 1997, at 2:00 P.M. to
consider and take action on the following matters:
1. The election of three (3) Class III Directors for terms to expire
in 2000.
2. The ratification of the appointment of Deloitte & Touche as
independent public accountants of the Company.
3. The transaction of such other business as may properly come
before the Meeting or any adjournments thereof.
Only holders of record of shares of common stock at the close of
business on March 31, 1997 are entitled to notice of and to vote at the Meeting.
A Proxy Statement explaining the matters to be acted upon at the Meeting
follows. Please read it carefully.
WHETHER OR NOT YOU EXPECT TO BE PERSONALLY PRESENT AT THE MEETING,
PLEASE BE SURE THAT THE ENCLOSED PROXY IS PROPERLY COMPLETED, DATED, SIGNED AND
RETURNED WITHOUT DELAY IN THE ENCLOSED ENVELOPE. ANY PROXY MAY BE REVOKED AT ANY
TIME BEFORE IT IS EXERCISED BY FOLLOWING THE INSTRUCTIONS SET FORTH ON PAGE ONE
OF THE ACCOMPANYING PROXY STATEMENT.
BY ORDER OF THE BOARD OF DIRECTORS
ROBERT E. DENSFORD
Vice President-Finance
Secretary and Treasurer
<PAGE>
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ENEX
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ENEX RESOURCES CORPORATION
Three Kingwood Place
Suite 200
800 Rockmead Drive
Kingwood, Texas 77339
April 2, 1997
PROXY STATEMENT
Solicitation and Voting of Proxies
This Proxy Statement is furnished in connection with the solicitation
on behalf of the Board of Directors of Enex Resources Corporation (the
"Company") of proxies to be voted at the Annual Meeting of Stockholders to be
held on Tuesday, May 13, 1997 (the "Meeting").
The Board of Directors of the Company has fixed the close of business
on March 31, 1997 as the record date for the determination of holders of shares
of outstanding common stock entitled to notice of and to vote at the Meeting. On
March 31, 1997 there were outstanding 1,315,529 shares of common stock of the
Company, the holders of which will be entitled to one vote per share on each
matter submitted to a vote at the Meeting. The presence, in person or by proxy,
of the holders of a majority of the issued and outstanding shares entitled to
vote at the Meeting will constitute a quorum for the transaction of business.
Copies of the Proxy Statement and forms of proxy will be first sent or
given to stockholders on or about April 4, 1997.
A proxy in the accompanying form which is properly signed, dated and
returned to the Company and not revoked will be voted in accordance with
instructions contained therein. If shares are held in joint name, a proxy signed
by one of the joint owners or by a majority of the joint owners will be voted in
accordance with the instructions contained therein. If there is an even split of
conflicting votes cast by joint owners, each group's proportionate part of the
jointly owned shares will be counted. Any joint owner may apply to a court for
the appointment of a person to cast a tie-breaking vote. If no instructions are
indicated, proxies will be voted as recommended by the Board of Directors.
Stockholders who execute proxies may revoke them at any time prior to
their being exercised by delivering written notice to the Secretary of the
Company or by subsequently executing and delivering another proxy at any time
prior to the voting. Mere attendance at the Meeting will not revoke the proxy,
but a stockholder present at the Meeting may revoke his proxy and vote in
person.
As of the date of this Proxy Statement, the only business which the
management of the Company intends to present at the Meeting are the matters set
forth in the accompanying Notice of Annual Meeting. Management has no knowledge
of any other business to be presented at the Meeting. If other business
consisting of matters which the Board of Directors has no current knowledge or
matters incident to the conduct of the Meeting are brought before the Meeting,
the persons named in the enclosed form of proxy will vote according to their
discretion.
<PAGE>
Expenses of Solicitation
The cost of soliciting proxies will be borne by the Company, including
expenses in connection with the preparation and mailing of this Proxy Statement
and all papers which now accompany or may hereafter supplement it. The
solicitation will be made by mail. The Company will supply brokers or persons
holding shares of record in their names or in the names of their nominees for
other persons, as beneficial owners, with such additional copies of proxies,
proxy materials and Annual Reports as may reasonably be requested in order for
such record holders to send one copy to each beneficial owner, and will, upon
request of such record holders, reimburse them for their reasonable expenses in
mailing such material.
Certain directors, officers and employees of the Company, not
especially employed for this purpose, may solicit proxies, without additional
remuneration therefor, by mail, telephone, telegraph or personal interview.
TABLE OF CONTENTS
Solicitation and Voting of Proxies.................................... 1
Expenses of Solicitation.............................................. 2
Summary ............................................................. 3
Security Ownership of Certain Beneficial Owners and Management........ 4
Board of Directors and Committees..................................... 5
Limitation of Liability............................................... 6
PROPOSAL 1-ELECTION OF DIRECTORS...................................... 6
Executive Compensation................................................ 9
Option Grants......................................................... 10
Option Exercises and Year-End Values.................................. 10
Compensation of Directors............................................. 11
Employment Agreement.................................................. 11
PROPOSAL 2-APPROVAL OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS......... 11
Other Matters......................................................... 12
Compliance with Section 16(a) of the Securities Exchange Act of 1934.. 12
Stockholders' Proposals For Next Annual Meeting....................... 12
Annual Report......................................................... 13
2
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SUMMARY
This summary is intended to highlight certain information contained elsewhere
in this Proxy Statement. It is not a complete statement of all material features
of the matters being submitted to stockholders for their approval and is
qualified in its entirety by this Proxy Statement.
STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT IN ITS
ENTIRETY.
The Meeting
Company Soliciting Proxies............. Enex Resources Corporation (the
"Company")
Date of Meeting........................ May 13, 1997
Time and Place......................... 2:00 P.M. local time, at the
Company's principal executive
offices located at Three Kingwood
Place, Suite 200, 800 Rockmead
Drive, Kingwood, Texas 77339
Record Date............................ March 31, 1997
Class of Securities Entitled
to Vote............................ Common Stock, $.05 par value
per share
Shares Outstanding on the Record Date
and Entitled to Vote............... 1,315,529 shares
Shares Beneficially Owned by Officers
and Directors...................... 636,060 shares
Proposals:
1. Election of Directors
2. Ratification of the Selection
of Accountants
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Security Ownership of Certain Beneficial Owners and Management
The following table sets forth the ownership of the Company's common
stock held by (I) each person who owns of record or who is known by the Company
to own beneficially more than 5% of such stock as of December 31, 1996, (ii)
each of the directors and nominees for election as directors of the Company, as
of March 10, 1997, (iii) each of the executive officers of the Company named in
the Summary Compensation Table below, as of March 10, 1997, and (iv) all of the
Company's directors and executive officers as a group, as of March 10, 1997. As
of March 10, 1997, the Company had 1,323,328 shares of common stock issued and
outstanding. The number of shares and the percentage of the class beneficially
owned by the persons named in the table and by all directors and executive
officers as a group is presented in accordance with Rule 13d-3 of the Securities
and Exchange Commission (the "SEC") and includes, in addition to shares actually
issued and outstanding, unissued shares which are subject to issuance upon
exercise of options within 60 days. Except as otherwise indicated, the persons
named in the table have sole voting and dispositive power with respect to all
securities listed.
<TABLE>
<CAPTION>
Number
of Shares
Beneficially Percent
Names and Addresses of Beneficial Owners Owned of Class
FMR Corp.
82 Devonshire Street
<S> <C> <C> <C>
Boston, MA 02109............................... 144,300 (1) 10.90%
Franklin/Templeton
Group of Funds
777 Mariners Island Blvd.
San Mateo, CA 94404............................. 128,100 (2) 9.68%
Directors and Executive Officers (3)
Gerald B. Eckley................................ 314,900 22.20%
Robert D. Carl, III............................. 81,500 6.09%
Robert E. Densford.............................. 98,710 7.11%
William C. Hooper, Jr. ......................... 18,000 1.34%
Martin J. Freedman.............................. 42,000 3.14%
James Thomas Shorney............................ 15,000 1.12%
Stuart Strasner................................. 15,000 1.12%
Directors and Executive Officers
as a group (8 persons)......................... 636,060 39.66%
</TABLE>
----------
(1) FMR Corp. ("FMR") is a holding company one of whose principal assets is the
capital stock of Fidelity Management and Research Company ("Fidelity"), the
investment advisor to a large number of investment companies (the "Fidelity
Funds"), including the Fidelity Low-Priced Stock Fund, which owns the
shares shown in the table. FMR, through its control of Fidelity, and the
Chairman of FMR each has sole power to dispose of such shares. Neither FMR
nor its principal shareholder has the sole power to vote or direct the
voting of such shares, which power resides with the Fidelity Funds' Board
of Trustees. Fidelity carries out the voting of the shares under written
guidelines established by the Fidelity Funds' Board of Trustees. All
information regarding FMR was obtained from Amendment No. 5 to Schedule 13G
filed by FMR with the SEC on February 14, 1997.
4
<PAGE>
(2) Franklin Resources, Inc. ("FRI"), a holding company whose subsidiaries
include a bank, broker-dealers, and the investment advisors to a large
number of investment companies (the "Franklin/Templeton Funds"), has
reported that the above shares are held for the benefit of the Franklin
Balance Sheet Investment Fund ("FBSIF"), which has the right to receive
dividends on and the proceeds from the sale of such shares. FRI has
reported that it has the sole power to vote, and shares with Franklin
Advisors, Inc. (the investment advisor to FBSIF), the power to dispose
of such shares. All information regarding FRI was obtained from
Amendment No. 3 to Schedule 13G filed by FRI with the SEC on February
12, 1997.
(3) 800 Rockmead, Three Kingwood Place, Suite 200, Kingwood, TX 77339 is
the address for all directors and executive officers. Actual ownership
of outstanding shares, excluding unissued shares subject to options is
as follows: Mr. Eckley - 219,900 shares, 16.62%; Mr. Carl - 66,500
shares, 5.03%; Mr. Densford - 33,710 shares, 2.55%; Mr. Freedman -
27,000 shares, 2.04%; all directors and executive officers as a group -
355,560 shares, 26.87%.
Board of Directors and Committees
The Company's Board of Directors held four meetings in 1996. Of the
incumbent directors, none attended fewer than 75% of the aggregate number of
meetings of the Board of Directors and the Committees on which they serve that
were held during the period that they served.
The functions of the Company's Audit Committee, currently consisting of
Messrs. Hooper, Strasner and Carl, include recommending the engagement and
discharge of the independent auditors, directing and supervising special
investigations, reviewing with the independent auditors the plan and results of
the Company's procedures for internal auditing, approving each professional
service provided by the independent auditors, considering the range of audit and
nonaudit fees and reviewing the adequacy of the Company's system of internal
accounting controls. The Audit Committee held three meetings in 1996.
The functions of the Company's Compensation and Options Committee,
currently consisting of Messrs. Hooper, Freedman and Shorney, are to review and
determine salaries for officers and certain key employees, to administer the
Company's 1984 incentive stock option plan, the 1991 Non-Qualified Stock Option
Plan and to review and determine the officers and employees to whom stock
options should be granted, the number of shares to be optioned and the option
price to be paid, and to review and determine bonuses and other special awards
of employee compensation and benefits. The Compensation and Options Committee
held three meetings in 1996.
Section 162(m) of the Internal Revenue Code generally limits the annual
corporate tax deduction for compensation paid to executive officers named in the
Summary Compensation Table below to $1 million, unless certain requirements are
met. The Compensation and Options Committee has determined that it is not
necessary to modify any currently existing compensation arrangements or
incentive plans because all compensation paid to executive officers under
existing arrangements and plans would either be less than the deductibility
limit or exempted under the transition provisions provided in the Regulations.
The Committee intends to monitor the Company's compensation and benefit plans to
insure that the Company's corporate tax deduction is maximized without limiting
the Company's flexibility to attract and retain qualified executives to manage
the Company.
The Company currently has no executive committee or standing nominating
committee.
5
<PAGE>
Limitation of Liability
The Company's directors are not personally liable for monetary damages
to the Company or to its stockholders in instances in which directors have
unintentionally breached their fiduciary duty to the Company. Thus, neither the
Company nor its stockholders have the right to bring an action for damages
against a director in cases involving an error in judgement or otherwise arising
from the director's failure to exercise due care in carrying out his
responsibilities as a director, unless the director's conduct involved a breach
of the director's duty of loyalty to the Company, was not taken in good faith,
provided an improper personal benefit to the director or involved the payment of
an unlawful dividend, stock repurchase or stock redemption.
PROPOSAL 1
ELECTION OF DIRECTORS
The Company has seven directors. Two or three directors comprising one
class of the Board of Directors are elected by the stockholders annually. The
directors whose terms will expire at the Meeting are Gerald B. Eckley, William
C. Hooper, and Robert E. Densford, Jr., all of whom have been nominated to stand
for reelection as Class III Directors to hold office until the 2000 Annual
Meeting of Stockholders and until their successors are elected and qualified.
Unless authority to vote for election of directors (or for one or more nominees)
has been withheld in the manner provided in the accompanying Proxy, the votes
represented by such proxy will be cast for the election of the below-named
nominees. Should any one or more of the named nominees become unavailable by
reason of any unanticipated contingency, the Board of Directors may designate a
substitute nominee or nominees, allow the vacancy or vacancies to remain open
until a suitable candidate or candidates is or are located, or by resolution
provide for a smaller number of directors. In the event of the designation of
one or more substitute nominees the persons named in the enclosed proxy card
will, in the absence of contrary direction, vote all valid proxies for the
substitute nominees recommended by the Board of Directors.
The affirmative vote of the holders of a plurality of the outstanding
shares of common stock present at the Meeting in person or by proxy, a quorum
being present, is required for the election of the Company's directors.
Abstentions and broker non-votes (matters of a non-routine nature as to which
brokers holding shares in street name have received no instructions from their
clients and, accordingly, do not vote) are counted only for purposes of
determining whether a quorum is present at the Meeting. Abstentions and broker
non-votes have no effect on determinations of plurality except to the extent
that they affect the total votes received by any particular nominee.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF
MESSRS. ECKLEY, HOOPER AND DENSFORD AS CLASS III DIRECTORS TO SERVE
UNTIL THE 2000 ANNUAL MEETING OF THE STOCKHOLDERS AND UNTIL THEIR
SUCCESSORS ARE ELECTED AND QUALIFIED.
Set forth below is certain information furnished by and concerning the
three nominees for election as directors, the four directors whose terms of
office extend beyond the forthcoming Annual Meeting and the Company's executive
officers and significant employees.
6
<PAGE>
Nominees for Election Directors to Term Expiring 2000 (Class III)
Gerald B. Eckley. Mr. Eckley, age 70, has served as a director,
President and Chief Executive Officer of the Company since its formation in
1979. He was employed by Shell Oil Company from 1951 to 1967 and served in
managerial capacities from 1959 to 1967. From 1967 to 1969, he was Director of
Fund Raising at the University of Oklahoma and from 1969 to 1971, was Vice
President of Land and Operations for Imperial American Management Company. In
1971, Mr. Eckley was a petroleum consultant and in 1972-1973 was General Counsel
and Executive Director of the Oil Investment Institute. From 1973 to 1974, he
was Manager of Oil Properties, Inc. and from 1974 to 1976, was Vice President,
Land and Joint Ventures for Petro-Lewis Corporation. From 1977 to August of
1979, Mr. Eckley was President of Eckley Energy, Inc., a company engaged in
purchasing and selling oil and gas properties. Mr. Eckley received an LLB degree
from the University of Oklahoma in 1951 and a Juris Doctor degree from the
University of Oklahoma in 1970.
William C. Hooper, Jr. Mr. Hooper, age 59, has been a director of the
Company since its formation in 1979 and is a member of the Company's Audit and
Compensation and Options Committees. In 1960 he was a staff engineer in the
Natural Gas Department of the Railroad Commission of Texas, with principal
duties involving reservoir units and gas proration. In 1961 he was employed by
the California Company as a Drilling Engineer and Supervisor. In 1963 he was
employed as a Staff Engineer by California Research Corporation and in 1964
rejoined the California Company as a project manager having various duties
involving drilling and reservoir evaluations. In 1966 he was Executive Vice
President for Moran Bros. Inc., coordinating and managing all company
activities, drilling operations, bidding and engineering. From 1970 until the
present, he has been self-employed as a consulting petroleum engineer providing
services to industry and government and engaged in business as an independent
oil and gas operator and investor. From 1975 to 1987 he was also a director and
President of Verna Corporation, a drilling contractor and service organization.
He received a B.S. degree in Petroleum Engineering in 1960 from the University
of Texas and an M.S. degree in Petroleum Engineering from that same University
in 1961.
Robert E. Densford. Mr. Densford, age 39, was appointed a Director of the
Company on September 11, 1991. He joined the Company as Controller on May 1,
1985 and became Vice President- Finance, Secretary and Treasurer on March 1,
1989. From January 1983 to April 1985, he was a Senior Accountant for Deloitte
Haskins & Sells in Houston, Texas, auditing both closely held and publicly owned
oil and gas companies. From September 1981 to December 1982, he was a staff
accountant for Coopers & Lybrand in Houston. Mr. Densford is a C.P.A. and holds
a B.B.A. degree in Accounting and an M.S. degree in Oil and Gas Accounting,
Magna Cum Laude, from Texas Tech University and is a member of the American
Institute of Certified Public Accountants and the Texas Society of Certified
Public Accountants.
Incumbent Directors - Term Expiring in 1999 (Class II)
Martin J. Freedman. Mr. Freedman, age 72, was one of the Company's
founders and a member of its Board of Directors as well as a board member of
Enex Securities Corporation until June 1986. He was reappointed to the Board on
April 19, 1990 to fill a vacancy. He is a member of the Compensation and Options
Committee. He is currently President of Freedman Oil & Gas Company, engaged
primarily in the management of its exploration and producing properties, and the
managing partner of Martin J. Freedman & Company which has an interest in
approximately one hundred producing oil and/or gas wells. Mr. Freedman is a
lifetime member of the Denver Petroleum Club as well as being a lifetime member
of the Denver Association of Petroleum Landmen. He was an officer and director
and/or founder of several former private and public companies, among which were
Valex Petroleum and Kissinger Drilling and
7
<PAGE>
Exploration. Mr. Freedman entered the oil and gas business in 1954 when he
joined Mr. Marvin Davis of the Davis Oil Company. In 1956, he became President
of Central Oil Corporation, a company engaged in oil and gas exploration. From
1958 on, Mr. Freedman operated as Martin J. Freedman Oil Properties and was
President of Oil Properties, Inc., a private corporation. Mr. Freedman attended
Long Island University and New York University. He received a bachelor's degree
in Psychology and also attended New York University's graduate school.
James Thomas Shorney. Mr. Shorney, age 71, has been a director since
1990 and is a member of the Compensation and Options Committee. He has been a
petroleum consultant and Secretary and Treasurer of the Shorney Company, a
privately held oil and gas exploration company, from 1970 to date. From 1970 to
1976, he also served as petroleum consultant in Land and Lease Research Analysis
Studies for the GHK Company. He was an oil and gas lease broker from 1962 to
1970 and employed by Shell Oil Company in the Land Department from 1954 to 1962.
Before joining Shell Oil Company, he served as Public Information Officer in the
U.S. Army Air Force from 1950 to 1953, including 1952 in Georgetown University
Graduate School. Mr. Shorney graduated from the University of Oklahoma with a
B.A. degree in Journalism in 1950. From 1943 to 1945, he served in the U.S. Army
Air Force as an air crew member on a B-24 Bomber. Mr. Shorney is a member of the
Oklahoma City Association of Petroleum Landmen on which he has served as
Director and Secretary/Treasurer. He is an active member of the American
Association of Petroleum Landmen. In 1975, Mr. Shorney was first listed in the
London Financial Times' Who's Who in World Oil and Gas.
Incumbent Directors - Term Expiring 1998 (Class I)
Robert D. Carl, III. Mr. Carl, age 43, 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. Health Images became one of the world's largest independent providers
of diagnostic imaging services. Mr. Carl also served as President and Chief
Executive Officer of Health Images from 1985 to June 1993 and from July 1995 to
March 1997. From September 1994 to July 1995, Mr. Carl served as Chief Executive
Officer of Health Images. In March 1997, Health Images was acquired by
HEALTHSOUTH Corporation and Mr. Carl resigned from his offices. Mr. Carl is a
trustee of Franklin and Marshall College, Lancaster, Pennsylvania, where he
serves as Vice Chair of the Investment Committee. He is a graduate of Franklin
and Marshall College, A.B., 1975, and Emory University School of Law, Atlanta,
Georgia, J.D., 1978. He is an active member of the State Bar of Georgia.
On January 4, 1996, the 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.
Although Mr. Carl's mother apparently did not live in his household, 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 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,
8
<PAGE>
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.
Stuart Strasner. Mr. Strasner, age 67, was a director of the Company
from its formation until October 1986. He was reappointed to the Board on April
19, 1990 to fill a vacancy. He is a member of the Audit Committee. He is a
professor of business law at Oklahoma City University and was Dean of the law
school at Oklahoma City University from July 1984 until June 1991. Prior to July
1984, Mr. Strasner was an attorney in private practice of counsel to
McCollister, McCleary, Fazio and Holliday in Oklahoma City, Oklahoma. From 1959
to 1974, he was employed by various banks, bank holding companies and an
insurance company in executive capacities. From 1974 to 1978, he was a
consultant to various corporations such as insurance companies, bank holding
companies and small business investment companies. From 1978 until late 1981, he
was Executive Director of the Oklahoma Bar Association and from 1981 to 1983 was
a director and President of PRST Enterprises, Inc., a real estate development
company. Mr. Strasner holds an A.B. degree from Panhandle A&M College, Oklahoma
and a J.D degree from the University of Oklahoma. He is a member of the Fellows
of the American Bar Association and a member of the Oklahoma Bar Association.
Other Executive Officers and Significant Employees
James A. Klein. Mr. Klein, age 34, joined the Company as Controller in
February 1991. In June 1993, he was appointed President and Principal of Enex
Securities Corporation. From June 1988 to February 1991, he was employed by
Positron Corporation in Houston. From July 1987 to May 1988, he was employed by
Transworld Oil Company in Houston and from September 1985 until July 1987, he
was an accountant with Deloitte Haskins & Sells in Houston, Texas, auditing oil
and gas and oil service companies. Mr. Klein is a certified public accountant
and holds a B.A. in Accounting (1985) from the University of Iowa. He is a
member of the American Institute of Certified Public Accountants and the Iowa
Society of Certified Public Accountants.
Executive Compensation
There is shown below information concerning the annual and long-term
compensation for services in all capacities to the Company for the fiscal years
ended December 31, 1994, 1995 and 1996, of those persons who were (i) the chief
executive officer and (ii) the other executive officers of the Company (the
"Named Officers") who earned at least $100,000 during the fiscal year ended
December 31, 1996:
9
<PAGE>
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Annual Compensation Long-Term Compensation
------------------- ------------------------
Awards Payouts
Name Shares All
and Underlying Other
Principal Position Year Salary Bonus Options Compensation (1)
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Gerald B. Eckley 1996 $ 240,000 $ 53,000 - 0 - $ 23,368
President, Chief 1995 $ 240,000 $ 32,400 - 0 - $ 21,175
Executive Officer 1994 $ 240,000 $ 36,000 - 0 - $ 4,000
Robert E. Densford 1996 $ 112,000 $ 24,750 - 0 - $ 20,625
Vice President - 1995 $ 112,000 $ 15,120 - 0 - $ 20,562
Finance, Secretary and 1994 $ 112,000 $ 16,800 - 0 - $ 19,500
Treasurer
</TABLE>
- ------------
(1) The Company's Employee Stock Purchase Program (the "Program"), in which
all officers, directors and full-time employees are eligible to
participate, provides for the monthly contribution of shares of the
Company's common stock equal to 50% of a participant's open market
purchases of the Company's common stock for the preceding month (the
"Stock Contribution"). The Stock Contribution, on which dividends are
paid, is limited to a maximum of 2,500 shares per participant per
Program year. Each Stock Contribution, although immediately vested, is
held in escrow for a six month holding period prior to its distribution
to the participant, and will be forfeited if during such six-month
period the participant ceases to be an employee or director of the
Company for any reason other than retirement, death or disability. The
values shown in the table represent 2,500 shares contributed to Mr.
Eckley and 2,500 shares contributed to Mr. Densford during 1996. No
Named Officer held any other unvested restricted stock at December 31,
1996.
Option Grants
No options were granted under the Company's 1991 Non-Qualified Stock
Option Plan during 1996.
Option Exercises and Year-End Values
Shown below is information concerning the exercise and year-end values
of the options to purchase the Company's common stock granted in prior years for
the Named Officers and held by them at December 31, 1996;
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<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUE
<TABLE>
<CAPTION>
Number of Value of
Shares Underlying Unexercised
Unexercised In-the-Money
Options at Options at
Number of December 31, 1995 December 31, 1995 (1)
----------------- -----------------
Shares Acquired Value
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ---- --------------- --------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C>
Gerald B. Eckley -0- $0 70,000 - $440,000 $0
Robert E. Densford -0- $0 40,000 - $232,500 $0
</TABLE>
- ------------
(1) The dollar values are calculated by determining the difference between the
fair market value of the securities underlying the options and the exercise
price of the options at fiscal year-end.
Compensation of Directors
During 1996, each non-employee director received $1,200 as
compensation for each meeting which he attended in person and $1,800 per
calendar quarter. Under the terms of the Employee Stock Purchase Program
described above, 2,500 shares (having an aggregate value of $24,050 calculated
on the applicable contribution dates) were contributed by the Company to Mr.
Carl in 1996. At December 31, 1996 all of these shares had been distributed.
Employment Agreement
The employment agreement between the Company and its founder and
president, Gerald B. Eckley, provides for a minimum salary of $200,000 per year
for a five-year term beginning May 19, 1992. Salary increases are at the
discretion of the board. Mr. Eckley's base salary was $240,000 in 1996. So long
as Mr. Eckley is employed by the Company, the agreement will be automatically
extended for an additional year every May 19 unless Mr. Eckley or the board
elects to terminate the automatic extension feature. The agreement provides for
compensation continuation benefits in the event of Mr. Eckley's death or
disability. If Mr. Eckley terminates the agreement following a change of control
of the Company, for a breach of the material provisions of the agreement or
because performance of his duties becomes hazardous to his health, he will
remain entitled to the full base compensation then in effect, as severance pay,
until the expiration of the agreement.
PROPOSAL 2
APPROVAL OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The accounting firm of Deloitte & Touche acted as the independent
public accountants for the Company for the fiscal year ended December 31, 1996
and has been selected by the Board of Directors to act as independent public
accountants for the current fiscal year. Although the selection and appointment
of independent accountants is not required to be submitted to a vote of
stockholders, the directors have decided to ask the stockholders to ratify the
appointment.
The affirmative vote of the holders of a majority of the
outstanding shares of the common stock of the Company present at the Meeting, in
person or by proxy, a quorum being present, is required for the ratification
11
<PAGE>
of the appointment of accountants. With respect to an abstention on this
matter, the shares will be considered present at the Meeting for the matter and
(since it is not an affirmative vote) will have the same effect as votes against
the matter. With respect to a broker non-vote on this matter, the shares will be
considered not present at the Meeting with the practical effect of reducing the
number of affirmative votes required to achieve a majority vote for the matter
by reducing the total number of shares from which the majority is calculated.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF THE
APPOINTMENT OF DELOITTE & TOUCHE AS INDEPENDENT PUBLIC ACCOUNTANTS OF THE
COMPANY AND ITS SUBSIDIARIES FOR THE FISCAL YEAR 1997.
In the event the appointment is not ratified, the adverse vote will
be considered as a direction to the Board of Directors to select other
accountants for the following year. However, because of the difficulty and
expense of making any substitution of accountants so long after the beginning of
the current year, it is contemplated that the appointment for the year 1997 will
be permitted to stand unless the Board of Directors finds other good reasons for
making a change.
Representatives of Deloitte & Touche are expected to be present at
the Meeting. They will have the opportunity to make a statement if they so
desire and will be available to respond to appropriate questions.
OTHER MATTERS
The Board of Directors of the Company knows of no other matters to
come before the Meeting, other than those set forth herein and in the
accompanying Notice of Annual Meeting. However, if any other matters should
properly come before the Meeting, it is the intention of the persons named in
the accompanying proxy to vote such proxy as in their discretion they may deem
advisable.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 and
regulations of the SEC thereunder require the Company's executive officers and
directors and persons who own more than ten percent of the Company's common
stock ("Reporting Persons") to file initial reports of ownership and changes in
ownership with the SEC. Reporting Persons are required by SEC regulation to
furnish the Company with copies of all Section 16(a) forms they file. Based
solely on its review of the copies of such forms received by the Company and
written representations that no other reports were required for those persons,
the Company believes that all filing requirements applicable to its Reporting
Persons were complied with for the fiscal year ended December 31, 1996.
STOCKHOLDERS' PROPOSALS FOR NEXT ANNUAL MEETING
Stockholders' proposals submitted pursuant to Rule 14a-8 of the
Exchange Act intended to be presented at the 1997 Annual Meeting of Stockholders
of the Company, tentatively scheduled for May 12, 1998, must be received by the
Company at its offices shown on the first page of this Proxy Statement by
December 8, 1997, for inclusion in the Company's proxy statement and form of
proxy relating to such meeting.
12
<PAGE>
ANNUAL REPORT
The Company's 1996 Annual Report to Stockholders (which includes
financial statements for the fiscal year ended December 31, 1996) accompanies
this Proxy Statement but is not to be deemed part of this Proxy Statement. A
copy of the Company's Annual Report on Form 10-KSB, for the fiscal year ended
December 31, 1996, including the financial statements and the financial
statement schedules, required to be filed with the SEC, without exhibits, is
available to stockholders without charge upon written request to Stockholder
Relations at the Company's principal office. The Company will furnish a copy of
any exhibit to the report upon payment of the costs of reproduction and mailing.
By Order of the Board of Directors
ROBERT E. DENSFORD
Vice President-Finance,
Secretary and Treasurer
13
<PAGE>
ENEX
ENEX RESOURCES CORPORATION
Three Kingwood Place
Suite 200
800 Rockmead Drive
Kingwood, Texas 77339
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD
May 13, 1997
The undersigned hereby appoints GERALD B. ECKLEY, WILLIAM C. HOOPER, JR.
and ROBERT E. DENSFORD, and each or any of them, attorneys and proxies, with
full power of substitution, and authorizes them to vote all shares of common
stock of Enex Resources Corporation (the "Company") held of record by the
undersigned on March 31, 1997, at the Annual Meeting of Stockholders to be held
on May 13, 1997, and any adjournments thereof, hereby revoking all previous
proxies, with all powers the undersigned would possess if present, on all
matters mentioned in the Notice of Annual Meeting dated April 2, 1997, as
follows:
INSTRUCTIONS: MARK ONLY ONE BOX FOR EACH NUMBERED MATTER
(1) The election of three (3) Class III Directors to serve for a
three year term, to wit: Gerald B. Eckley, William C. Hooper,
Jr. and Robert E. Densford.
[ ] FOR all nominees except the following:
[ ] ABSTAIN
(2) The ratification of the appointment of Deloitte & Touche as
independent public accountants of the Company and its
subsidiaries for the current fiscal year.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(3) In their discretion, to vote upon such other business as may
properly come before the Meeting or any adjournments thereof.
14
<PAGE>
UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED "FOR" ALL NOMINEES NAMED IN
ITEM 1 AND "FOR" ITEM 2.
Please mark, date, sign and return this Proxy promptly, using the
enclosed envelope.
Dated , 1997
-------------------------------------
Month Day
Signature
Signature
Please sign exactly as name appears hereon,
indicating official position or representative
capacity, if any.
I plan to attend the meeting.
Yes [ ] No [ ]
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
15
