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UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION ------------------------
Washington, D.C. 20549 OMB Number: 3235-0145
Expires: December 31, 1997
Estimated Average Burden
SCHEDULE 13D Hours Per Response . . . 14.90
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Under the Securities Exchange Act of 1934
(Amendment No. 2)*
ENEX RESOURCES CORPORATION
(Name of Issuer)
COMMON STOCK ($0.05 PAR VALUE)
(Title of Class of Securities)
292744208
(CUSIP Number)
Gerald B. Eckley, President
Enex Resources Corporation
800 Rockmead Drive
Three Kingwood Place, Suite 200
Kingwood, Texas 77339
(713) 358-8401
with a copy to:
Robert Plotkin, Esq.
Paul, Hastings, Janofsky & Walker LLP
1299 Pennsylvania Avenue, N.W., 10th Floor
Washington, D.C. 20004-2400
(202) 508-9500
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
NOVEMBER 11, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is
the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-l(b)(3) or (4), check
the following box |_|.
Check the following box if a fee is being paid with the statement |_|. (A fee is not required only if
the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than
five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.)
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SCHEDULE 13D
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CUSIP NO. 292744208 Page 2 of 8 Pages
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Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-l(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
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CUSIP NO. 292744208 Page 3 of 8 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert D. Carl, III
S.S.N. ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS *
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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7 SOLE VOTING POWER
NUMBER OF 15,000
SHARES -------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH -------------------------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 15,000
WITH -------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1%
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14 TYPE OF REPORTING PERSON*
IN
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
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SCHEDULE 13D
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CUSIP NO. 292744208 Page 4 of 8 Pages
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Item 1. SECURITY AND ISSUER
The class of equity securities to which this Statement of Schedule 13D
(the "Statement") relates is the shares of Common Stock, par value $0.05 per
share (the "Shares",) of Enex Resources Corporation (the "Issuer".) The
principal executive offices of the Issuer are located at 800 Rockmead Drive,
Suite 200, Kingwood, Texas 77339.
Item 2. IDENTITY AND BACKGROUND
(a) - (f) This statement is being filed by Robert D. Carl, III.
His principal business address is 8300 Dunwoody Place, Suite 209,
Atlanta, Georgia 30350. Mr. Carl is a private investor.
During the last five years, Mr. Carl has not been convicted in a
criminal proceeding (excluding traffic violations and similar misdemeanors) nor
has he been, with the exception noted below, a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree, or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws. Mr. Carl, without admitting or denying allegations that he 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, promulgated thereunder, consented to the
issuance of an Order Instituting Cease and Desist Proceedings Pursuant to
Section 21C of the Exchange Act and the issuance of an order that he cease and
desist from committing or causing any violation of, and committing or causing
any future violation of, Section 16(a) of the Exchange Act and Rules 16a-2 and
16a-3 promulgated thereunder in January 1996. Simultaneously with the entry of
the order, the Securities and Exchange Commission filed a civil action pursuant
to Section 21(d)(3) of the Exchange Act in the U.S. District Court for the
District of Columbia seeking a $10,000 civil penalty against Mr. Carl based on
violations of Section 16(a) of the Exchange Act. Mr. Carl consented to the entry
of a Final Judgment imposing the penalty without admitting or denying the
allegations of the Securities and Exchange Commission's complaint.
Mr. Carl is a citizen of the United States of America.
Item 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATION
On December 19, 1995, Mr. Carl had purchased 12,500 shares of the
Issuer to
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SCHEDULE 13D
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CUSIP NO. 292744208 Page 5 of 8 Pages
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increase his beneficial ownership interest to 80,000 shares or 6.034% of the
issued and outstanding capital stock of the Issuer. Mr. Carl had used his
personal funds to acquire Shares of the Issuer on the open market. After
intermittent transactions resulting in Mr. Carl's ownership of 70,000 shares, on
November 11, 1997, Mr. Carl liquidated 55,000 Shares of Issuer's stock.
Item 4. PURPOSE OF THE TRANSACTION
The Shares had been acquired for investment purposes. Mr. Carl and his
spouse have sold 55,000 of the Shares in private transactions to liquidate
holdings.
Mr. Carl does not have any present plans or proposals which may relate
to or would result in:
(a) The acquisition or disposition of any additional securities of the
Issuer by any person;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) Any change in the present Board of Directors or management of the
Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the Board of Directors;
(d) Any material change in the present capitalization or dividend
policy of the Issuer;
(e) Any other material change in the Issuer's business or corporate
structure;
(f) Changes in the Issuer's charger, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person;
(g) Causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(h) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended; or
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SCHEDULE 13D
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CUSIP NO. 292744208 Page 6 of 8 Pages
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(i) Any action similar to any of those enumerated above.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the close of business on September 30, 1997, Mr. Carl was the
beneficial owner of 70,000 Shares or 5.2% of the Common Stock of the Issuer,
including options to acquire 15,000 Shares.
(b) On November 11, 1997, Mr. Carl disposed of 50,000 Shares of Common
Stock in a private sale. Mr. Carl's spouse disposed of 5,000 Shares of Common
Stock in a private sale.
(c) During the sixty days prior to and including November 11, 1997, the
only Shares of Issuer that were disposed of by Mr. Carl are the 55,000 Shares
disposed of by Mr. Carl and his spouse as indicated in paragraph (b) above. (See
Schedule A.)
(d) The remaining 15,000 securities are options to purchase:
(i) 5,000 Shares granted on December 1, 1995 that expires on
November 1, 2003; and
(ii) 10,000 Shares granted on January 15, 1997 that expires on
January 15, 2007.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
Mr. Carl does not have any contracts, arrangements, understandings or
relationships (legal or otherwise) with any person with respect to any
securities of the Issuer, including but not limited to any contracts,
arrangements, understandings or relationships concerning the transfer or voting
of such securities, finder's fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, division of profits or losses, or the
giving or withholding of proxies.
Item 7. MATTER TO BE FILED AS EXHIBITS
Not applicable.
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SCHEDULE 13D
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CUSIP NO. 292744208 Page 7 of 8 Pages
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SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: November ___, 1997
By: ______________________________
Robert D. Carl, III
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SCHEDULE 13D
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CUSIP NO. 292744208 Page 8 of 8 Pages
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SCHEDULE A
TRANSACTIONS SINCE SEPTEMBER 22, 1997
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Party Date Bought (Sold)
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Robert D. Carl, III November 11, 1997 (50,000)
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Spouse of Robert D. Carl, III November 11, 1997 (5,000)
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