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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): July 3, 1997
THE ENSTAR GROUP, INC.
(Exact name of registrant as specified in its charter)
GEORGIA 0-07477 63-0590560
(State or other jurisdiction of (Commission File No.) (I.R.S. Employer
incorporation or organization) Identification No.)
172 COMMERCE STREET - 3RD FLOOR
MONTGOMERY, ALABAMA 36104
(Address, including zip code, of registrant's principal executive offices)
(334) 834-5483
(Telephone number, including area code, of registrant)
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(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITIONS OR DISPOSITIONS OF ASSETS.
The Enstar Group, Inc. (the "Company") sold, through market transactions
by First Union Brokerage Services, Inc., 129,000 shares of common stock of
First Union Corporation ("First Union") at an average price of $97.53 on July
3, 1997, 47,300 shares of common stock of First Union at an average price of
$97.25 on July 7, 1997 and 10,000 shares of common stock of First Union at a
price of $96.75 on July 8, 1997 (together, the "Sale"). First Union Brokerage
Services, Inc. is an affiliate of First Union. The Sale resulted in total
proceeds, net of commissions, to the Company of approximately $18.1 million.
The proceeds of the Sale will be used to repay approximately $18.1 million of
indebtedness owed to First Union National Bank of Georgia that was incurred by
the Company in October 1996 in order to make final distributions to creditors
under the Company's bankruptcy plan. The Company originally acquired the shares
of common stock of First Union in connection with the sale of American Savings
of Florida, F.S.B. to First Union in July 1995. Following the Sale, the Company
holds 667,123 shares of common stock of First Union. The Company issued a press
release regarding the sale on July 8, 1997. A copy of such press release is
attached hereto as Exhibit 99.1.
ITEM 5. OTHER EVENTS.
On July 9, 1997, the Company issued a press release announcing a Stock
Repurchase Program under which the Company will repurchase up to $5 million of
the Company's common stock. A copy of such press release is attached hereto as
Exhibit 99.2.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(C) EXHIBITS
<TABLE>
<CAPTION>
Exhibit
No. Description
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<S> <C> <C>
99.1 -- Press Release dated July 8, 1997
99.2 -- Press Release dated July 9, 1997
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE ENSTAR GROUP, INC.
(Registrant)
Date: July 10, 1997 By: /s/ Nimrod T. Frazer
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Nimrod T. Frazer
Chairman, President, and
Chief Executive Officer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequentially
No. Exhibit Numbered Page
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<S> <C> <C> <C>
99.1 -- Press Release dated July 8, 1997
99.2 -- Press Release dated July 9, 1997
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Exhibit 99.1
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July 8, 1997 Amy Dunaway
Immediately (334) 834-5483
ENSTAR ANNOUNCES SALE OF FIRST UNION STOCK TO RETIRE DEBT
Montgomery, Alabama - July 8, 1997 . . . The Enstar Group, Inc. (ESGR:OTC)
today announced the sale in the market on July 3 and July 7 of 176,300 shares
of common stock of First Union Corporation held by Enstar. Enstar also
announced that it may sell up to an additional 13,700 shares of common stock of
First Union in the market in the near future. The net proceeds from the sales
will be used by Enstar to repay approximately $18.1 million of indebtedness
owed to First Union National Bank of Georgia. The First Union indebtedness was
incurred by Enstar in October 1996 in order to make final distributions to
creditors under Enstar's bankruptcy plan. Following the sales on July 3 and
July 7, Enstar holds 677,123 shares of common stock of First Union Corporation.
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Exhibit 99.2
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July 9, 1997 Amy Dunaway
Immediately (334) 834-5483
ENSTAR ANNOUNCES STOCK REPURCHASE PROGRAM
Montgomery, Alabama - July 9, 1997 . . . The Enstar Group, Inc. ("ESGR: OTC")
today announced a stock repurchase program under which Enstar would repurchase
up to $5 million of common stock of Enstar in the open market at prices per
share deemed favorable from time to time by Enstar. It is anticipated that
Enstar will repurchase the shares using borrowed funds and will repay such
indebtedness from proceeds of sales of common stock of First Union Corporation.
Enstar presently holds 667,123 shares of common stock of First Union. The
repurchase program will commence on July 11, 1997 and will continue until such
time as Enstar has repurchased $5 million of Enstar common stock or until
Enstar otherwise determines to terminate the program.
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