SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported) August 7, 1998
ENEX RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-9378 93-0747806
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1221 Lamar, Suite 1020, Houston, Texas 77010
(Address of principal executive offices)
Registrant's telephone number, including area code (713) 759-6808
Three Kingwood Place, 800 Rockmead Drive, Suite 200, Kingwood, Texas 77339
(Former name or former address, if changed since last report)
ITEM 5 -- OTHER EVENTS
Enex Resources Corporation ("Enex"), a majority-owned subsidiary of Middle
Bay Oil Company, Inc. ("Middle Bay"), rescheduled its August 14, 1998 meeting
of shareholders to August 20, 1998 at 10:00 a.m. central daylight time. The
location of the meeting will remain at the principal offices of Enex, 1221
Lamar Street, Suite 1020, Houston, Texas 77010. At the meeting, the share-
holders will be asked to approve the proposed merger between Enex and Middle
Bay (the "Merger").
A registration statement filed with the Securities and Exchange Commission
by Middle Bay and Enex relating to the Merger became effective on July 17,
1998 (the "Registration Statement"). The proxy statement/prospectus which
is part of the Registration Statement was mailed to Enex shareholders on or
about July 20, 1998. The meeting has been rescheduled to allow Enex
shareholders additional time to review and respond to the information
presented in the proxy statement/prospectus.
ITEM 7 -- FINANCIAL STATEMENTS, PRO-FORMA FINANCIAL INFORMATION
AND EXHIBITS
(c) Exhibits
99.1 - Notice of Rescheduled Date for Special Meeting of
Stockholders
99.2 - Press Release issued August 7, 1998
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
Enex Resources Corporation
(Registrant)
Date: August 7, 1998 By: /s/ Stephen W. Herod
Stephen W. Herod
Vice President
</PAGE>
EXHIBIT 99.1
ENEX RESOURCES CORPORATION
1221 Lamar Street, Suite 1020
Houston, Texas 77010
(713) 759-6808
NOTICE OF RESCHEDULED DATE FOR SPECIAL
MEETING OF STOCKHOLDERS
Notice is hereby given that the special meeting of the stockholders
(the "Special Meeting") of Enex Resources Corporation, a Delaware
corporation ("Enex") originally scheduled for August 14, 1998 has been
rescheduled. The new meeting date and time is August 20, 1998 at 10:00 a.m.
Central Daylight Time. The meeting will be held at 1221 Lamar Street,
Suite 1020, Houston, Texas, 77010. The Special Meeting, for which notices
and a prospectus/proxy statement were previously mailed to Enex shareholders
on or about July 20, 1998, is being held for the purpose of considering
and voting upon the following matters:
1) A proposal to approve and adopt an Agreement and Plan of Merger
dated as of June 17, 1998 (the "Merger Agreement") between Enex
and Middle Bay Oil Company, Inc., an Alabama corporation ("Middle
Bay"), pursuant to which, among other things, Enex will be
merged with and into Middle Bay (the "Merger"), and each share
(other than shares held by Middle Bay or shares as to which
appraisal rights have been perfected and not withdrawn) of the
common stock of Enex (the "Enex Common Stock") will be
converted into the right to receive shares of common stock
of Middle Bay in accordance with the Merger Agreement; and
2) Such other business as may properly come before the Special
Meeting and any postponements or adjournments thereof.
The meeting has been rescheduled to allow Enex shareholders additional
time to review and respond to the information presented in the prospectus/
proxy statement.
Holders of record of Enex Common Stock at the close of business on June
30, 1998 are entitled to notice of and to vote at the Special Meeting and
any adjournment thereof.
If the Merger Agreement proposed herein is approved by the holders of
Enex Common Stock at the Special Meeting and the Merger is effected by Enex
and Middle Bay, any stockholder of Enex who (i) delivers to Enex, before
the taking of the vote on the approval of the Merger Agreement, written
notice of his intent to demand payment for his shares if the Merger is
effectuated, (ii) does not vote his shares in favor of the Merger and
(iii) otherwise complies with Section 262 of the Delaware General Corporation
Law ("Delaware Law") has or may have the right to demand in writing from
Middle Bay payment for such stockholder's shares and an appraisal of the
value thereof. Middle Bay and any such stockholder shall in such case have
the rights and duties and shall follow the procedure set forth in Section 262
of Delaware Law regarding appraisal rights.
Please fill in the appropriate blanks, sign, date and return the proxy
card you previously received, whether or not you plan to attend the Special
Meeting. If you attend the meeting and wish to vote in person, you may do so
by withdrawing your proxy prior to voting at the Special Meeting. Proxies
may be revoked by (i) filing with the Secretary of Enex at or before the
taking of the vote at the Special Meeting a written notice of revocation
bearing a later date than the proxy, (ii) duly executing a later-dated
proxy relating to the same shares and delivering it to the Secretary of
Enex before the taking of the vote at the Special Meeting or (iii) attending
the Special Meeting and voting in person (although attendance at the
Special Meeting will not in and of itself constitute a revocation of a
proxy).
By Order of the Board of Directors
John J. Bassett, President
</PAGE>
EXHIBIT 99.2
FOR IMMEDIATE RELEASE For further information contact:
Steve W. Herod
(713) 759-6808, Ext. 104
Middle Bay Oil Company, Inc. and Enex Resources Corporation
Reschedule Meeting for Shareholder Approval of Merger
Houston, Texas, August 7, 1998 . . . Middle Bay Oil Company, Inc. ("Middle
Bay") (NASDAQ: MBOC) and its majority-owned subsidiary, Enex Resources
Corporation ("Enex") (NASDAQ NMS: ENEX), announced today that the meeting
of shareholders of Enex originally scheduled for August 14, 1998 in Houston
to obtain shareholder approval of the merger of Enex into Middle Bay has
been rescheduled for August 20, 1998. Middle Bay currently owns 79.2% of
Enex common stock. Minority shareholders of Enex are being offered shares
of Middle Bay common stock with an aggregate market value of $15.00 for
each outstanding Enex share.
A registration statement filed with the Securities and Exchange Commission
by Middle Bay and Enex relating to the merger became effective on July 17,
1998. The prospectus/proxy statement which is part of the registration
statement was mailed to Enex shareholders on or about July 20, 1998. The
meeting has been rescheduled to allow Enex shareholders additional time to
review and respond to the information presented in the prospectus/
proxy statement.
Enex Resources Corporation is an independent oil and gas production and
development company, headquartered in Kingwood, Texas, with operations
primarily in Texas.
Middle Bay Oil Company, Inc. is an independent oil and gas exploration
and production company, headquartered in Houston, Texas, with operations
in the Gulf Coast and Mid-Continent regions.
