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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): December 17, 1998
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THE ENSTAR GROUP, INC.
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(Exact name of registrant as specified in its charter)
Georgia 0-7477 63-0590560
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State of other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation Identification No.)
172 COMMERCE ST. 3RD FLOOR MONTGOMERY, AL 36104
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(Address of principal executive offices) (Zip Code)
(334) 834-5483
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(Telephone number, including area code, of registrant)
NOT APPLICABLE
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On December 21, 1998, The Enstar Group, Inc. ("Enstar") issued a press
release announcing that the shareholders of Enstar approved the purchase by J.
Christopher Flowers of 1,158,860 newly issued shares of common stock of Enstar
for a purchase price of $15 million at the special meeting of shareholders held
on December 17, 1998. Enstar also announced that on December 18, 1998 it
consummated the sale of the shares to Mr. Flowers in exchange for a full
recourse promissory note.
The terms of the transaction are more fully described in the press release
attached hereto as Exhibit 99.1 and hereby incorporated by reference herein and
in the Investment Agreement and certain exhibits thereto incorporated by
reference herein as Exhibit 10.1 hereto.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
Reference
Number Description of Exhibits
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10.1 Investment Agreement dated October 20, 1998 between the
Registrant and J. Christopher Flowers, together with certain
exhibits thereto (incorporated by reference to Exhibit 10.1 to
Current Report on Form 8-K dated October 20, 1998)
99.1 Press Release dated December 21, 1998
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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: December 21, 1998 By: Nimrod T. Frazer
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Nimrod T. Frazer
Chairman, President and
Chief Executive Officer
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EXHIBIT 99.1
ENSTAR News Release
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Date: December 21, 1998 Contact: Amy M. Dunaway
For Release: Immediately Telephone: (334) 834-5483
THE ENSTAR GROUP, INC. ANNOUNCES RESULTS OF THE SPECIAL MEETING
OF SHAREHOLDERS AND PURCHASE BY J. CHRISTOPHER FLOWERS
OF 1,158,860 SHARES OF ENSTAR COMMON STOCK
Montgomery, Alabama -- December 21, 1998... The Enstar Group, Inc.
("Enstar") (ESGR:OTC) today announced that the shareholders of Enstar approved
the purchase by J. Christopher Flowers of 1,158,860 newly issued shares of
common stock of Enstar for a purchase price of $15 million at the special
meeting of shareholders held on December 17, 1998.
Enstar also announced that on December 18, 1998 it consummated the
sale of the shares to Mr. Flowers in exchange for a full recourse promissory
note, resulting in Mr. Flowers owning approximately 23% of the outstanding
common stock of Enstar.
Mr. Flowers, 41, assumed the position of Vice Chairman of Enstar on
December 1, 1998. He had been an outside director of Enstar since October 1996.
Nimrod T. Frazer, Chairman, President and Chief Executive Officer of
Enstar, noted, "We are very pleased that the shareholders approved the
transaction, and we look forward to applying Chris Flowers' business acumen and
contacts in his enhanced position as Vice Chairman in locating and acquiring an
operating company."
Mr. Flowers stated, "I am enthusiastic about my new role as Vice
Chairman and a significant shareholder of Enstar."
Enstar and Mr. Flowers entered into an Investment Agreement, dated
October 20, 1998, whereby Mr. Flowers purchased 1,158,860 shares at a price of
approximately $12.94 per share. The price per share represented the average of
the reported closing prices for Enstar common stock for the ten trading days
immediately preceding October 20, 1998. Pursuant to the terms of the Investment
Agreement, Mr. Flowers delivered to Enstar a full recourse promissory note in
the amount of $15 million for the purchase price of the shares. The note bears
interest at the rate of 4.06%, with interest payable quarterly, and matures on
December 18, 2000. Enstar and Mr. Flowers also entered into a registration
rights agreement pursuant to which Mr. Flowers has been granted certain rights
to require Enstar to register his shares in the future.
Pursuant to the Investment Agreement, Mr. Flowers has agreed to
certain restrictions on his ability to transfer the shares and to acquire any
additional shares of Enstar or participate in any capacity in certain other
significant transactions involving Enstar without the approval of the Board of
Directors. The Investment Agreement also contains certain agreements and
covenants relating to conflicting business opportunities and competing
transactions involving Mr. Flowers and related entities, as it is anticipated
that Mr. Flowers will have business arrangements with other entities, funds or
ventures with which he affiliates or associates.
* * *
This press release contains certain forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995. These
statements include statements regarding the intent, belief or current
expectations of Enstar and its management team. Prospective investors are
cautioned that any such forward-looking statements are not guarantees of future
performance and involve risks and uncertainties, and that actual results may
differ materially from those projected in the forward-looking statements as a
result of various factors. Important factors currently known to management that
could cause actual results to differ materially from those in forward-looking
statements contained in this press release are set forth in the Safe Harbor
Compliance Statement for Forward-Looking Statements included as Exhibit 99.1 to
Enstar's Quarterly Report on Form 10-Q for the nine months ended September 30,
1998, and are hereby incorporated herein by reference.
