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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 Its Charter)
Payment of Filing Fee (Check the appropriate box):
[ ] Fee computed on table below per Exchange Act Rules14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
(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:
[ ] Fee paid previously with preliminary materials.
[ ] 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 the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
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(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held December 2, 1999
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 Thursday, December 2, 1999 at 10:00 a.m. Central Standard Time,
for the following purposes:
1. To elect six (6) directors to serve until the next Annual
Shareholder Meeting;
2. To consider and ratify the appointment of KPMG Peat Marwick,
L.L.P. as the independent accountants of the Company for the
fiscal year ending December 31, 1999; 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, 1999 are entitled to
notice of and to vote at the Annual Meeting or any adjournments thereof.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US
A PROXY. 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.
Your vote is important.
By Order of the Board of Directors
/s/ Floyd C. Wilson
Floyd C. Wilson Chairman of the Board,
President, Chief Executive Officer,
Secretary and Treasurer
November 11, 1999
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 11, 1999.
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ENEX RESOURCES CORPORATION
1221 Lamar Street, Suite 1020
Houston, Texas 77010
INFORMATION STATEMENT
For
ANNUAL MEETING OF SHAREHOLDERS
To Be Held December 2, 1999
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 Thursday, December 2, 1999 and all adjournments thereof
(the "Annual Meeting"). This Information Statement is being mailed to
shareholders on or about November 11, 1999.
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. WE ARE NOT
ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. The Company
is not soliciting proxies in connection with this Annual Meeting, and the
Company requests that no proxies be sent to it.
OUTSTANDING CAPITAL STOCK
The record date for shareholders entitled to vote at the Annual Meeting
is the close of business on November 1, 1999. At the close of business on that
date, the Company had issued, outstanding and entitled to vote at the meeting
1,342,672 shares of common stock, $.05 par value.
MATTERS TO BE ACTED UPON AT THE MEETING
The election of directors and ratifying the appointment of the
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
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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 ratification of the appointment
of the independent public accountant. 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.
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, 1999:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Title of Name and Address of Amount and Nature Percent of
Class Beneficial Owner of Beneficial Ownership Class
- -------- ------------------- ----------------------- ----------
Common Middle Bay Oil Company, Inc.(1) 1,074,179 80
1221 Lamar, Suite 1020
Houston, Texas 77010
Common FMR Corp.(2) 144,300 10.7
82 Devonshire Street
Boston, Massachusetts 02109
</TABLE>
(1) On March 27, 1998, Middle Bay Oil Company, Inc. ("Middle Bay") acquired
1,064,432 shares of common stock pursuant to Middle Bay's tender offer which
began February 19, 1998. During December 1998, Middle Bay acquired an additional
9,747 shares bringing the total to 1,074,179 shares.
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(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 the Amended Schedule 13G filed by FMR with the SEC on February 1, 1999.
SECURITY OWNERSHIP OF MANAGEMENT
No officer or director of the Company owns shares in the Company.
However, the officers and directors of the Company own shares in Middle Bay, the
majority owner of the Company. The following table sets forth the shares of
Middle Bay's stock beneficially owned by each director and executive officer and
all directors and executive officers as a group, all as of October 11, 1999:
<TABLE>
<CAPTION>
Conv. Preferred Common Name and Address of Amount and Nature of Percent of
--------------- Stock Beneficial Owner Beneficial Ownership Class
------- ------------------- ---------------------- ----------
<S> <C> <C> <C> <C>
0 0 Floyd C. Wilson(1) 0 *
5910 N. Central Expressway
Suite 1150
Dallas, Texas 75206
0 0 David B. Miller(2) 0 *
3811 Turtle Creek Blvd.
Suite 1080
Dallas, Texas 75219
0 0 D. Martin Phillips(3) 0 *
1100 Louisiana
Suite 3150
Houston, Texas 77002
0 0 David B. Dunton(4) 0 *
3811 Turtle Creek Blvd.
Suite 1080
Dallas, Texas 75219
0 28,000 Gary R Christopher 28,000(5) *
6733 South Yale
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Tulsa, OK 74136
15,867 164,816 Stephen W. Herod 180,683(6) *
1110 Briar Ridge Drive
Houston, TX 77057
All executive officers and
directors as a group
(8 persons) 528,751 3.95%
</TABLE>
* Represents less than 1%.
(1) Mr. Wilson is the Managing Director and member of 3TEC Energy Company
L.L.C. which is the beneficial owner of 10,482,222 of Middle Bay's
common shares.
(2) Mr. Miller is a Managing Director of EnCap Investments L.L.C.
(AEnCap@), which is the General Partner and controlling person of
certain members of 3TEC Energy Company L.L.C. EnCap may be deemed to be
the beneficial owner of the 10,482,222 shares of Middle Bay's common
stock directly owned by 3TEC Energy Company L.L.C.; however, EnCap
disclaims beneficial ownership of these shares.
(3) Mr. Phillips is a Managing Director of EnCap, which is the General
Partner and controlling person of certain members of 3TEC Energy
Company L.L.C. EnCap may be deemed to be the beneficial owner of the
10,482,222 shares of Middle Bay's common stock directly owned by 3TEC
Energy Company L.L.C.; however EnCap disclaims beneficial ownership of
these shares.
(4) Mr. Dunton is Vice President of EnCap, which is the General Partner and
controlling person of certain members of 3TEC Energy Company L.L.C.
EnCap may be deemed to be the beneficial owner of the 10,482,222 shares
of Middle Bay's common stock directly owned by 3TEC Energy Company
L.L.C.; however EnCap disclaims beneficial ownership of these shares.
(5) Represents 13,000 shares of common stock and 15,000 shares issuable
upon exercise of options granted to Mr. Christopher. Mr. Christopher is
an officer of Kaiser-Francis Oil Company which is the beneficial owner
of 3,337,734 of Middle Bay's common shares.
(6) Represents 109,816 shares of common stock and 55,000 shares issuable
upon exercise of options granted to Mr. Herod and 15,867 shares of
Series B preferred stock convertible into 15,867 common shares of
Middle Bay.
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DIRECTORS AND EXECUTIVE OFFICERS
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 directors serve for a one-year
term or until the annual meeting of shareholders of the Company held following
their election:
<TABLE>
<CAPTION>
Director
Name Age Position(s) Held Since
---- --- ---------------- --------
<S> <C> <C> <C>
Floyd C. Wilson 52 Chairman of the Board, President 1999
Chief Executive Officer, Secretary
and Treasurer
Gary R. Christopher 49 Director 1998
Stephen W. Herod 40 Director 1998
David B. Miller 49 Director 1999
D. Martin Phillips 46 Director 1999
David B. Dunton 37 Director 1999
</TABLE>
FLOYD WILSON has served as Chairman of the Board, President,
Chief Executive Officer, Secretary and Treasurer of the Company since 1999. Mr.
Wilson has also served as Chairman of the Board, President and Chief Executive
Officer of Middle Bay since 1999. In addition, Mr. Wilson has served as Managing
Director and member of 3TEC Energy Company L.L.C. since November of 1998. Mr.
Wilson served as Chairman of the Board, President and Chief Executive Officer of
Hugoton Energy Corporation, a publicly-held Kansas corporation, from its
inception in 1987 until March of 1998, when it merged with Chesapeake Energy
Corporation, a publicly-held Oklahoma corporation.
GARY R. CHRISTOPHER has served as a Director of the Company
since 1998. Mr. 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. Mr. Christopher is also a director of PetroCorp, Inc. Kaiser-Francis
Oil Company owns 3,337,734 shares of Middle Bay's common stock.
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STEPHEN W. HEROD has served as a Director of the Company from
1998 until August 1999 and from October 1999 until present. Mr. Herod has served
as Vice President - Corporate Development of Middle Bay since July 1, 1997. In
addition, Mr. Herod served as a Director of Middle Bay from July 1997 until
August 1999 and from October 1999 until present. 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. From
1981 to 1984, Superior Oil Company employed Mr. Herod as a financial analyst.
DAVID B. MILLER has served as a Director of the Company and of
Middle Bay since 1999. Mr. Miller is Managing Director and co-founder of EnCap,
which was founded in 1988.
D. MARTIN PHILLIPS has served as a Director of the Company and
of Middle Bay since 1999. Mr. Phillips is a Managing Director and principal of
EnCap. Mr. Phillips joined EnCap in 1989.
DAVID B. DUNTON has served as a Director of the Company since
1999. Mr. Dunton is Vice President of EnCap. Prior to joining EnCap in 1998, he
performed in various business development and marketing management roles with
Delhi Gas Pipeline from 1990 until 1998 and was an energy banker with Texas
Commerce Bank.
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.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended,
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 solely on its review of the copies of such forms received by
it, the Company believes that during the year ended December 31, 1998 all filing
requirements applicable to its officers, directors and greater than 10%
beneficial owners were complied with.
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
meetings by the President and other officers. During 1998, the Board met seven
times.
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The Company does not have any standing committees.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
The Company does not pay its officers or directors any compensation.
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.
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors of the Company has, subject to shareholder
ratification, selected KPMG Peat Marwick, L.L.P. as the Company's independent
public accountants for the year 1999 and recommends ratification of such
selection by the shareholders. Although representatives of KPMG Peat Marwick,
L.L.P. will not be attending the Annual Meeting, they will be available by
telephone, 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
ratification of the selection of KPMG Peat Marwick, L.L.P. as independent public
accountants for 1999.
By Order of the Board of Directors
/s/ Floyd C. Wilson
Floyd C. Wilson Chairman of the Board, President,
Chief Executive Officer, Secretary and Treasurer
Dated this November 11, 1999
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