<PAGE>
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.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held December 20, 2000
To the Stockholders of Enex Resources Corporation:
You are cordially invited to attend the Annual Meeting of Stockholders of
Enex Resources Corporation, a Delaware corporation (the "Company"), to be held
at the offices of the Company, Two Shell Plaza, 777 Walker, Suite 2400, Houston,
Texas 77002, on Wednesday, December 20, 2000 at 10:00 a.m. Central Standard
Time, for the following purposes:
1. To elect six (6) directors to serve until the next Annual Stockholder
Meeting;
2. To consider and ratify the appointment of KPMG LLP as the independent
accountants of the Company for the fiscal year ending December 31, 2000;
and
3. To transact such other business as may properly come before the meeting
or any adjournment.
All stockholders of record as of November 24, 2000 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 and
Chief Executive Officer
November 30, 2000
Houston, Texas
Annual Reports on Form 10-KSB, including financial statements, are being
mailed to stockholders, together with this Information Statement, commencing on
or about November 30, 2000.
<PAGE>
ENEX RESOURCES CORPORATION
Two Shell Plaza, 777 Walker, Suite 2400
Houston, Texas 77002
INFORMATION STATEMENT
For
ANNUAL MEETING OF STOCKHOLDERS
To Be Held December 20, 2000
This Information Statement is furnished to stockholders of Enex Resources
Corporation, a Delaware corporation (the "Company"), in connection with the
Annual Meeting of Stockholders of the Company to be held at 10:00 a.m. Central
Standard Time on Wednesday, December 20, 2000 and all adjournments thereof (the
"Annual Meeting"). This Information Statement is being mailed to stockholders
of the Company on or about November 30, 2000.
The Annual Meeting will be held at the principal offices of the Company at
Two Shell Plaza, 777 Walker, Suite 2400, Houston, Texas 77002. Stockholders may
attend the meeting in person or send a personal representative who may vote such
stockholder's shares pursuant to a duly executed proxy in favor of such personal
representative. Any stockholder 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 stockholders entitled to vote at the Annual Meeting is
the close of business on November 24, 2000. 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 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 stockholder's name on the record
date. Assuming the presence of a quorum, the affirmative vote of the holders of
shares of common stock representing a plurality of the total number of shares
present, in person or by proxy, and entitled to vote at the Annual Meeting, is
required for the election of directors. The affirmative vote equal to
<PAGE>
at least a majority of the votes of holders of common stock entitled to vote at
the Annual Meeting, in person or by proxy, is required for 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 15, 2000:
<TABLE>
<CAPTION>
Title of Name and Address of Amount and Nature Percent of
Class Beneficial Owner of Beneficial Ownership Class
----- ---------------- ----------------------- -----
<S> <C> <C> <C>
Common 3TEC Energy Corporation/(1)/ 1,074,179 80.0
Two Shell Plaza
777 Walker, Suite 2400
Houston, Texas 77002
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"),
predecessor in interest to 3TEC Energy Corporation ("3TEC"), 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.
2
<PAGE>
/(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 stockholder 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 Securities
and Exchange Commission (the "SEC") on February 16, 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 of common stock in 3TEC,
the majority owner of the Company. The following table sets forth the shares of
3TEC's common stock beneficially owned by each director and executive officer
and all directors and executive officers as a group, all as of November 15,
2000:
<TABLE>
<CAPTION>
Name and Address of Amount and Nature of Percent of
Beneficial Owner Beneficial Ownership Class
---------------- -------------------- -----
<S> <C> <C>
Floyd C. Wilson 3,790,740 /(1)/ 22.67%
Two Shell Plaza
777 Walker, Suite 2400
Houston, Texas 77002
David B. Miller 4,979,885 /(2)/ 29.09%
3811 Turtle Creek Blvd.
Suite 1080
Dallas, Texas 75219
D. Martin Phillips 4,979,885 /(3)/ 29.09%
1100 Louisiana, Suite 3150
Houston, Texas 77002
David B. Dunton 0 *
3811 Turtle Creek Blvd.
Suite 1080
Dallas, Texas 75219
</TABLE>
3
<PAGE>
<TABLE>
<S> <C> <C>
R.A. Walker 300,000 /(4)/ 2%
Two Shell Plaza
777 Walker, Suite 2400
Houston, Texas 77002
Stephen W. Herod 135,339 /(5)/ *
1110 Briar Ridge Drive
Houston, Texas 77057
Gary R. Christopher 9,332 /(6)/ *
6733 South Yale
Tulsa, Oklahoma 74136
Shane M. Bayless 75,000 /(7)/ *
Two Shell Plaza
777 Walker, Suite 2400
Houston, Texas 77002
Mark S. Holt 27,500 /(8)/ *
22211 Mission Hills Lane
Katy, Texas 77450
Directors and executive officers 5,727,056 32.13%
of the company as a group
(9 persons)
</TABLE>
* Represents less than 1%.
(1) Includes 200,000 shares issuable upon exercise of options granted to Mr.
Wilson. Mr. Wilson is the Managing Director and a member of W/E Energy
Company L.L.C. ("W/E") which is the beneficial owner of 3,590,740 shares of
3TEC's common stock. Of the 3,590,740 shares, 1,585,185 shares are common
stock, 1,188,889 shares are common stock issuable on conversion of a
subordinated note and 816,666 shares are issuable on exercise of warrants
to purchase common stock. Mr. Wilson, as a managing director of W/E,
shares voting power and dispositive power of the 3,590,740 shares of 3TEC's
common stock with the other managing directors of W/E and may be deemed to
be a beneficial owner of the shares owned by W/E. Mr. Wilson does not have
the sole power to vote or dispose of any shares of 3TEC beneficially owned
by W/E. Mr. Wilson disclaims any beneficial ownership of the shares.
(2) This figure includes the 3,590,740 shares described in Note (1) above.
This figure also includes 792,683 shares of common stock, 453,980 shares of
Series D Preferred Stock convertible into 453,980 shares of common stock,
and warrants to purchase 142,482 shares
4
<PAGE>
of common stock. Mr. Miller is a Managing Director of EnCap Investments
L.L.C. ("EnCap"), which is a member of W/E. Mr. Miller shares voting power
and dispositive power with the other managing directors of EnCap and may be
deemed to be a beneficial owner of the shares owned by EnCap. EnCap may be
deemed to be the beneficial owner of the 3,590,740 shares of 3TEC's common
stock directly owned by W/E; however, EnCap disclaims beneficial ownership
of these shares. Mr. Miller does not have the sole power to vote or dispose
of any shares of 3TEC deemed to be beneficially owned by EnCap. Mr. Miller
disclaims any beneficial ownership of the shares.
(3) This figure includes the 3,590,740 shares described in Note (1) above.
This figure also includes 792,683 shares of common stock, 453,980 shares of
Series D Preferred Stock convertible into 453,980 shares of common stock,
and warrants to purchase 142,482 shares of common stock. Mr. Phillips is a
Managing Director of EnCap, which is a member of W/E. Mr. Phillips shares
voting power and dispositive power with the other managing directors of
EnCap and may be deemed to be a beneficial owner of the shares owned by
EnCap. EnCap may be deemed to be the beneficial owner of the 3,474,074
shares of 3TEC's common stock directly owned by W/E; however, EnCap
disclaims beneficial ownership of these shares. Mr. Phillips does not have
the sole power to vote or dispose of any shares of 3TEC deemed to be
beneficially owned by EnCap. Mr. Phillips disclaims any beneficial
ownership of the shares.
(4) Represents 300,000 shares of common stock issuable upon exercise of
options granted to Mr. Walker.
(5) Represents 36,606 shares of common stock and 93,332 shares issuable upon
exercise of options granted to Mr. Herod and 16,203 shares of Series B
preferred stock convertible into 5,401 shares of 3TEC common stock.
(6) Represents 4,333 shares of common stock and 4,999 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
1,112,578 shares of 3TEC's common stock.
(7) Represents 75,000 shares of common stock issuable upon exercise of options
granted to Mr. Bayless.
(8) Represents 27,500 shares of common stock issuable upon exercise of options
granted to Mr. Holt.
5
<PAGE>
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 stockholders of the Company held following their
election:
<TABLE>
<CAPTION>
Director
Name Age Position(s) Held Since
---- --- ---------------- -----
<S> <C> <C> <C>
Floyd C. Wilson 53 Chairman of the Board, 1999
and Chief Executive Officer
R.A. Walker 43 President and Chief
Financial Officer
Stephen W. Herod 41 Director, Executive 1998
Vice President Corporate
Development and Secretary
Shane M. Bayless 33 Vice President - Controller
and Treasurer
Mark S. Holt 44 Assistant Secretary
Gary R. Christopher 51 Director 1998
David B. Miller 50 Director 1999
D. Martin Phillips 47 Director 1999
David B. Dunton 38 Director 1999
</TABLE>
Floyd Wilson has served as Chairman of the Board and Chief Executive
Officer of the Company since 1999. Mr. Wilson is also the Chairman and Chief
Executive Officer of 3TEC, joining 3TEC on August 27, 1999, concurrent with the
investment by W/E. Mr. Wilson founded W/E in 1998. Mr. Wilson began his career
in the energy business in Houston in 1970 as a completion engineer. He moved to
Wichita in 1976 to start an oil and natural gas operating company, one of
several private energy ventures which preceded the formation of W/E. Mr. Wilson
founded Hugoton Energy Corporation ("Hugoton ") in 1987, and served as its
Chairman, President and Chief Executive Officer. In 1994, Mr. Wilson took
Hugoton public, and sold the company in 1998 to Chesapeake Energy Corporation.
6
<PAGE>
R.A. Walker has served as President and Chief Financial Officer of the
Company since June 2000. Mr. Walker has served as President and Chief Financial
Officer of 3TEC since May 1, 2000. Prior to joining 3TEC he was a Senior
Managing Director and Co-head of Prudential Capital Group, a $32 billion asset
management and merchant banking affiliate of The Prudential Insurance Company of
America investing in privately-placed debt and equity securities. From 1990 to
1998, Mr. Walker was the Managing Director of the Dallas office of Prudential
Capital Group where he was responsible for the firm's global energy investments,
as well as general corporate finance for the Southwestern United States. He
joined Prudential in 1987, holding various responsibilities in its Boston,
Dallas and Newark offices, after spending approximately six years in commercial
banking and two years with an independent oil and gas company.
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
Secretary of the Company since December 1999 and as Executive Vice President
Corporate Development of the Company since November 1999. Mr. Herod has served
as Executive Vice President - Corporate Development and Secretary of 3TEC since
December 1999 and as a director since July 1997. From July 1997 to December
1999, Mr. Herod was 3TEC's Vice President-Corporate Development. Mr. Herod
served as President and a director of Shore Oil Company from April 1992 until
the merger of Shore with 3TEC on June 30, 1997. He joined Shore's predecessor
as Controller in February 1991. 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, Superior Oil
Company employed Mr. Herod as a financial analyst.
Shane M. Bayless has served as Vice President - Controller and Treasurer
since August 2000. Mr. Bayless joined 3TEC in August 2000 as Vice President -
Controller. Previously, from July 1998, Mr. Bayless was vice president and
controller with Encore Acquisition Partners, Inc. Prior to that time Mr.
Bayless served as the controller and chief accounting officer of Hugoton Energy
Corporation from 1996 to 1998. Mr. Bayless was also Hugoton's manager of
accounting from 1993 to 1996.
Mark S. Holt has served as Assistant Secretary since November 1999. Mr.
Holt joined 3TEC in August 1999 and became Assistant Secretary in November 1999
and Vice President - Land in December 1999. W/E employed Mr. Holt as District
Landman from 1998 to 1999. From 1985 to 1998, Mr. Holt was the owner of Holt
Resources, which provided land consulting services to various oil and natural
gas companies and operators. From 1979 to 1985, Mr. Holt was a Senior Landman
for Sun Oil Company.
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, 1995. From 1991 to 1995, 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 President, Chief Executive Office and a director of
PetroCorp, Inc., a public
7
<PAGE>
oil and natural gas company controlled by Kaiser-Francis Oil Company. Kaiser-
Francis Oil Company owns 1,112,578 shares of 3TEC's common stock.
David B. Miller has served as a Director of the Company and of 3TEC since
1999. Mr. Miller is a Managing Director and co-founder of EnCap. EnCap is an
investment management and merchant banking firm focused on the upstream and
midstream sectors of the oil and natural gas industry that was founded in 1988.
EnCap is the general partner and controlling person of certain members of W/E.
From 1988 to 1996, Mr. Miller also served as President of PMC Reserve
Acquisition Company, a partnership jointly owned by EnCap and Pitts Energy
Group. Prior to the establishment of EnCap, Mr. Miller served as Co-Chief
Executive Officer of MAZE Exploration Inc., a Denver, Colorado, based oil and
natural gas company he co-founded in 1981.
D. Martin Phillips has served as a Director of the Company and of 3TEC
since 1999. Mr. Phillips is a Managing Director and principal of EnCap. EnCap
is an investment management and merchant banking firm focused on the upstream
and midstream sectors of the oil and natural gas industry that was founded in
1988. EnCap is the general partner and controlling person of certain members of
W/E. Prior to joining EnCap in 1989, from 1978 to 1989, Mr. Phillips served in
various management capacities with NCNB Texas National Bank, including as Senior
Vice President in the Energy Banking Group. Mr. Phillips is also a director of
Bargo Energy Company, a public oil and natural gas company.
David B. Dunton has served as a Director of the Company since 1999. Mr.
Dunton is Vice President of EnCap. EnCap is an investment management and
merchant banking firm focused on the upstream and midstream sectors of the oil
and natural gas industry that was founded in 1988. EnCap is the general partner
and controlling person of certain members of W/E. 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 stockholders 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, 1999 all filing
requirements applicable to its officers, directors and greater than 10%
beneficial owners were met.
8
<PAGE>
BOARD MEETINGS
During 1999, the Board met one time.
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 stockholder
ratification, selected KPMG LLP as the Company's independent public accountants
for the year 2000 and recommends ratification of such selection by the
stockholders. Although representatives of KPMG LLP 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 stockholders vote FOR
ratification of the selection of KPMG LLP as independent public accountants for
2000.
By Order of the Board of Directors
/s/ Floyd C. Wilson
Floyd C. Wilson, Chairman of the
Board and Chief Executive Officer
Dated this November 30, 2000
9
