SCHEDULE 14C
(RULE 14C-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934
Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14c-5(d)(2))
[X] Definitive Information Statement
ENEX RESOURCES CORPORATION
- - --------------------------------------------------------------------------------
(Name of Registrant As Specified in Charter)
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[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
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ENEX RESOURCES CORPORATION
(letterhead)
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held December 4, 1998
To the Shareholders of Enex Resources Corporation
You are cordially invited to attend the Annual Meeting of Shareholders of
Enex Resources Corporation, a Delaware corporation (the "Company"), to be held
at the offices of the Company, 1221 Lamar Street, Suite 1020, Houston, Texas
77010, on December 4, 1998 at 10:00 a.m. Central Standard Time, for the
following purposes:
1. To elect seven directors to serve until the next Annual Shareholder
Meeting;
2. To approve the selection of KPMG Peat Marwick, LLP as independent
accountants to audit the accounts of the Company for 1998; and
3. To transact such other business as may properly come before the
meeting or any adjournment.
All shareholders of record as of November 1, 1998 are entitled to notice
of and to vote at the Annual Meeting or any adjournments thereof.
No proxies are being solicited for this meeting, and the Company requests
that no proxies be sent to it. You are encouraged to attend the meeting in
person or send a personal representative who may vote your shares in your
absence pursuant to a duly executed proxy in favor of such personal
representative. Please see the Information Statement submitted herewith which
more fully describes the above matters.
By Order of the Board of Directors
/s/ John J. Bassett
John J. Bassett, President
November 13, 1998
Houston, Texas
Annual Reports to shareholders on Form 10-KSB, including financial statements,
are being mailed to shareholders, together with this Information
Statement, commencing on or about November 13, 1998.
Your vote is important.
You are urged to attend the meeting and vote your shares in
accordance with your wishes. The Company is not
soliciting proxies for this meeting, and you are
asked not to send a proxy to the Company.
ENEX RESOURCES CORPORATION
1221 Lamar Street, Suite 1020
Houston, Texas 77010
INFORMATION STATEMENT
For
ANNUAL MEETING OF SHAREHOLDERS
To Be Held December 4, 1998
This Information Statement is furnished to shareholders of Enex Resources
Corporation, a Delaware corporation (the "Company"), in connection with the
Annual Meeting of Shareholders of the Company to be held at 10:00 a.m. Central
Standard Time on December 4, 1998 and all adjournments thereof (the "Annual
Meeting"). This Information Statement is being mailed to shareholders on or
about November 13, 1998.
The Annual Meeting will be held at the principal offices of the Company
at 1221 Lamar Street, Suite 1020, Houston, Texas 77010. Shareholders may
attend the meeting in person or send a personal representative who may vote
such shareholder's shares pursuant to a duly executed proxy in favor of such
personal representative. Any shareholder giving such proxy may revoke it at
any time before it is voted by written revocation delivered to the Company's
Secretary, by voting in person at the Annual Meeting or by giving a later
proxy. The Company is not soliciting proxies in connection with this Annual
Meeting, and shareholders are requested not to send proxies to the Company.
OUTSTANDING CAPITAL STOCK
The record date for shareholders entitled to vote at the Annual Meeting
is the close of business on November 1, 1998. At the close of business on
that date, the Company had issued, outstanding and entitled to vote at the
meeting 1,343,352 shares of common stock, $.05 par value.
MATTERS TO BE ACTED UPON AT THE MEETING
The election of directors and the approval of the selection of
independent public accountants are the only matters which the Board of
Directors knows will be presented for consideration at the meeting.
QUORUM AND VOTING
The presence, in person or by proxy, of the holders of shares of common
stock entitled to vote at the Annual Meeting representing a majority of the
votes entitled to be cast is necessary to constitute a quorum at the Annual
Meeting. Each holder of shares of common stock is entitled to one vote, in
person or by proxy, for each share held in such shareholder's name on the
record date. Assuming the presence of a quorum, the affirmative votes equal
to at least a majority of the votes of holders of common stock entitled to
vote at the Annual Meeting, in person or by proxy, are required for the
election of directors and the approval of the selection of independent public
accountants. As to any other matters which may come before the meeting, a
majority of the votes of holders of common stock cast at the Annual Meeting
generally is required for approval. Abstentions will be included in vote
totals and, as such, will have the same effect on the matter voted upon as a
negative vote. Where nominee recordholders do not vote on directors or the
other proposals because they did not receive specific instructions on such
proposal from the beneficial owners of such shares ("broker nonvotes"), such
broker nonvotes will not be included in vote totals and, as such, will have no
effect on the action taken at the Annual Meeting.
The Company is not aware of any other proposals planned to be made at the
Annual Meeting and has no current intention of making any additional
proposals. The chairman of the meeting shall determine the order of business
at the Annual Meeting and the voting and other procedures to be observed. The
chairman is authorized to declare whether any business is properly brought
before the meeting, and business not properly brought before the meeting may
not be transacted.
CORPORATE GOVERNANCE
The Board of Directors has the responsibility for establishing broad
corporate policies and for the overall performance of the Company, taking into
consideration the interests of all shareholders. Members of the Board are
kept informed of the Company's business by various reports sent or
communicated to them regularly, as well as by operating and financial reports
made at Board and Committee meetings by the President and other officers.
During 1997, the full Board met seven times. The Board has two Committees, an
Audit Committee and a Compensation and Options Committee. Each Committee has
met one time in 1997.
The functions of the Company's Audit Committee include recommending the
engagement and discharge of independent auditors, directing and supervising
special investigations, reviewing with 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 functions of the Company's Compensation and Options Committee are to
review and determine salaries for officers and certain key employees, to
administer the Company's 1984 incentive stock option plan and the 1991
Non-Qualified Stock Option Plan, 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.
Compensation of Directors
Each nonemployee director is eligible for incentive awards under the 1984
incentive stock option plan. No options or rights have been issued under such
plan to any nonemployee director, and none are presently contemplated.
Security Ownership of Certain Beneficial Owners
The following table sets forth the shares of the Company's common stock
beneficially owned by those persons or entities known to be the beneficial
owner of more than five percent of the Company's issued and outstanding common
stock as of November 1, 1998:
Title of Name and Address of Number Percent of
Class Beneficial Owner(1) of Shares Total
-------- ---------------------- ---------- ----------
Common Middle Bay Oil Company, Inc. 1,064,432 79.2%
1221 Lamar, Suite 1020
Houston, Texas 77010
Common FMR Corp.(2) 144,300 10.7%
82 Devonshire Street
Boston, Massachusetts 02109
(1)On March 27, 1998, Middle Bay Oil Company, Inc. ("Middle Bay") acquired all
1,064,432 shares of common stock pursuant to Middle Bay's tender offer which
began February 19, 1998.
(2)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.
Security Ownership of Management
No officer or director of Enex owns shares in the Company. However, the
officers and directors of Enex own shares in Middle Bay, the majority owner of
Enex. The following table sets forth the shares of Middle Bay's common stock
beneficially owned by each director and executive officer and all directors
and executive officers as a group, all as of November 1, 1998:
<TABLE>
<CAPTION>
Conv. Preferred Common Name and Address of Amount and Nature of Percent of
& Options Stock Beneficial Owner Beneficial Ownership(5) Class
- - --------------- ------ ------------------- -------------------- ----------
<C> <C> <C> <C> <C>
152,000 24,711 John J. Bassett 176,711 2.0%
4326 Noble Oak Trail
Houston, TX 77059
94,500 25,796 Frank C. Turner, II 120,296 1.4%
1406 Tallow Court
Seabrook, TX 77586
114,500 6,996 Robert W. Hammons 121,496 1.4%
915 Kentbury Court
Katy, TX 77450
8,000 5,000 Lynn M. Davis 13,000 0.1%
121 Donna Circle
Daphne, AL 36526
34,734 376,241 Edward P. Turner, Jr.(1) 410,975 4.7%
100 Central Avenue
Chatom, AL 36518
15,000 1,182,556 C. J. Lett, III(2) 1,197,556 13.8%
9320 East Central
Wichita, KS 67206
34,734 -- Frank E. Bolling, Jr. 34,734 0.4%
3830 Kendale Drive
Gautier, MS 39553
-- 12,000 Gary R Christopher(2) 12,000 0.1%
6733 South Yale
Tulsa, OK 74136
117,466 661,222 Alvin V. Shoemaker(3) 778,688 8.9%
8800 First Avenue
Stone Harbor, NJ 08247
15,867 109,816 Stephen W. Herod(4) 125,683 1.4%
1110 Briar Ridge Drive
Houston, TX 77057
All executive officers and
directors as a group
(10 persons) 2,991,139 34.3%
</TABLE>
(1)Includes 362,803 shares owned by Bay City Energy Group, Inc. in which Mr.
Turner has indirect voting control but not a direct beneficial interest, and
13,438 shares over which Mr. Turner has sole voting and dispositive power.
(2)Mr. Christopher is an officer of Kaiser-Francis Oil Company which is the
beneficial owner of 3,333,334 of Middle Bay's common shares.
(3)Consists of 117,466 shares of Series B preferred stock convertible into
117,466 common shares of Middle Bay.
(4)Consists of 15,867 shares of Series B preferred stock convertible into
15,867 common shares of Middle Bay.
(5)The nature of beneficial ownership for all shares is sole voting and
investment power.
Executive Compensation
The Company does not pay its officers or directors any cash
compensation. Middle Bay and the Company share the same officers and
directors, and all compensation is paid by Middle Bay.
ELECTION OF DIRECTORS
Nominees for Election as Directors
The following table sets forth information concerning the present
directors and executive officers of the Company. All of the directors are
nominees for election at the Annual Meeting. All current directors were
appointed subsequent to the completion of the Middle Bay tender offer which
was completed March 27, 1998. All directors serve for a one-year term or
until the annual meeting of shareholders of the Company held following their
election:
Name Age Position(s) Held
-------------- --- ----------------------------------
John J. Bassett 39 Chairman, President and
Chief Executive Officer
C. J. Lett, III 40 Executive Vice President and
Director
Stephen W. Herod 38 Vice President and Director
Edward P. Turner, Jr. 68 Director
Frank E. Bolling, Jr. 38 Director
Alvin V. Shoemaker 59 Director
Gary R. Christopher 48 Director
John J. Bassett is the current President and a director of the
Company. Mr. Bassett has also served as President and a director of the
Middle Bay since 1992 and was elected Chairman of the Board of Directors of
Middle Bay in 1992. He served as President of the general partner of the
Predecessor Partnership of Middle Bay from 1987 to 1992.
C. J. Lett, III is a Vice President and director of the Company and
has served as Executive Vice President for Middle Bay since February 28,
1997. Mr. Lett is also President and a director of Bison Energy Corporation,
a position he has held since 1981.
Stephen W. Herod is a Vice President and director of the Company and
has served as Vice President - Corporate Development and a director of Middle
Bay since July 1, 1997. Mr. Herod served as President and a director of Shore
Oil Company from April, 1992 until the merger of Shore and Middle Bay on June
30, 1997. He joined Shore's predecessor as Controller in February, 1991. In
addition, Mr. Herod was employed by Conquest Exploration Company from 1984
until 1991 in various financial management positions, including Operations
Accounting Manager. From 1981 to 1984, Mr. Herod was employed by Superior Oil
Company as a financial analyst.
Edward P. Turner, Jr. served as President of Bay City Minerals, Inc.
from 1975 to 1987. He is a member of the Alabama State Bar and a managing
partner of the law firm of Turner, Onderdonk, Kimbrough & Howell, P.A., in
Chatom, Alabama. A substantial amount of his practice is devoted to oil and
gas law. Mr. Turner also serves as a director of Bay City Energy Group, Inc.
Frank E. Bolling, Jr. has been employed by Midstream Fuel Services,
Inc. as Vice President of Retail Operations since February, 1995. Prior to
his employment with Midstream, Mr. Bolling served as Vice President and
General Manager of Dantzler Bulk Plant, Inc., a distributor for Chevron
U.S.A., Inc. with annual sales in excess of $25 million. Mr. Bolling served
as sales manager for Dantzler from 1987 to 1989. Prior to 1987, Mr. Bolling
was employed by Bay City Minerals, Inc.
Alvin V. Shoemaker is a former Chairman of the Board of First Boston
Corporation and former President of Blyth Eastman Paine Webber. He has also
worked for the U.S. Treasury. He has been Chairman of the Board of Trustees
of the University of Pennsylvania, Vice Chairman of the Securities Industry
Association and a director of Harcourt Brace Jovanovich, Royal Insurance of
America, the Council on Foreign Relations and the Wharton School of Finance
Board. Mr. Shoemaker is also a director of Hanover Compressor Company.
Gary R. Christopher is Acquisitions Coordinator of Kaiser-Francis
Oil Company, a position he has held since February, 1996. From 1991 to 1996,
Mr. Christopher served as Senior Vice President and Manager of Energy Lending
for the Bank of Oklahoma. He continues to serve as a consultant to the Bank
of Oklahoma. Kaiser-Francis Oil Company owns 3,333,334 shares of Middle Bay's
common stock.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers and any persons who own more than
10% of the Company's common stock to file with the Securities and Exchange
Commission reports of ownership and changes in ownership of such securities.
Based on representations from such persons, the Company believes that there
was no failure to file or delinquent filings under Section 16(a) of the
Securities Exchange Act of 1934 ("Section 16(a)") by any officer or director
of the Company or by Middle Bay. The Company has no knowledge of whether FMR
has timely filed all required filings under Section 16(a) with regard to the
Company's common stock during 1997.
The Board of Directors recommends that the shareholders vote FOR all
nominees for election to the Board of Directors of the Company for the ensuing
year.
OTHER MATTERS TO BE ACTED UPON
The following proposal is expected to be acted upon at the meeting
following the election of directors:
APPROVAL OF THE SELECTION OF
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors of the Company has, subject to shareholder
approval, selected KPMG Peat Marwick, LLP as the Company's independent public
accountants for the year 1998 and recommends approval of such selection by the
shareholders. One or more representatives of KPMG Peat Marwick are expected
to attend the Annual Meeting and will have the opportunity to make a statement
if they desire to do so and will be available to respond to appropriate
questions.
The Board of Directors recommends that the shareholders vote FOR approval
of the firm of KPMG Peat Marwick, LLP as independent public accountants for
1998.
MISCELLANEOUS
Shareholder Proposals
Any proposals from shareholders to be presented for consideration for
inclusion in the proxy material being prepared for the 1999 annual meeting of
shareholders of the Company must be submitted in accordance with applicable
Securities and Exchange Commission rules and received by the Company at its
principal offices, 1221 Lamar Street, Suite 1020, Houston, Texas 77010, no
later than March 31, 1999.
Financial Statements
Financial Statements, the Notes to Financial Statements and Management's
Discussion and Analysis of Financial Condition and Results of Operations for
1997 with comparisons to 1996 and other relevant information are included in
the Company's 1997 Annual Report to Shareholders which accompanies this
Information Statement and are incorporated herein by reference.
Discretionary Authority
At the time of mailing this Information Statement, the Board of Directors
was not aware of any other matters which might be presented at the meeting.
If any matter not described in this Information Statement should properly be
presented, the persons name in the accompanying form of proxy will vote such
proxy in accordance with their judgment.
By Order of the Board of Directors
/s/ Kelly L. Green
-------------------------------------
Kelly L. Green, Assistant Secretary
DATED this 13th day of November, 1998
