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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): August 18, 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 2. ACQUISITION OR DISPOSITION OF ASSETS
The Enstar Group, Inc. (the "Company") sold, in market transactions from
August 18 to August 24, 1998 through Sterne, Agee & Leach, Inc., Goldman, Sachs
& Company and First Union Brokerage Services, Inc., 527,307 shares of common
stock of First Union Corporation ("First Union"). The shares were sold at prices
ranging from $50-11/16 to $54-1/8. Total proceeds, net of commissions, to the
Company were approximately $27.3 million, resulting in a realized gain of
approximately $15.4 million. The Company issued a press release regarding such
sales on August 24, 1998. A copy of such press release is attached hereto as
Exhibit 99.1 and incorporated herein.
The Company sold, in market transactions from August 28 to August 31, 1998
through Sterne, Agee & Leach, Inc., Goldman, Sachs & Company and First Union
Brokerage Services, Inc., its remaining 500,000 shares of common stock of First
Union. The shares were sold at prices ranging from $50-1/8 to $50.9368. Total
proceeds, net of commissions, to the Company were approximately $25.3 million,
resulting in a realized gain of approximately $13.4 million. The Company issued
a press release regarding such sales on September 1, 1998. A copy of such press
release is attached hereto as Exhibit 99.2 and incorporated herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
Reference
Number Description of Exhibits
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99.1 Press Release dated August 24, 1998
99.2 Press Release dated September 1, 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: September 1, 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: August 24, 1998 Contact: Amy M. Dunaway
For Release: Immediately Telephone: (334) 834-5483
ENSTAR ANNOUNCES SALE OF FIRST UNION STOCK
Montgomery, Alabama - August 24 1998. The Enstar Group, Inc. ("Enstar")
(ESGR: OTC) announced today that it has sold 527,307 shares of its First Union
Corporation common stock in brokerage transactions over the past week. Enstar
received net proceeds of approximately $27.3 million, and realized a gain of
approximately $15.4 million on the sale of the shares. Following the sale,
Enstar holds 500,000 shares of First Union common stock.
The Company intends to continue to evaluate ways in which it may
attempt to maximize the value of its remaining shares of First Union common
stock, including additional sales of First Union common stock at prices deemed
attractive by management.
The Company does not currently own an operating business, but continues
to search for one or more attractive operating businesses to acquire. As
previously reported, Enstar is seeking a two-year extension of the one-year
exemption from the registration requirements of the Investment Company Act of
1940, but there can be no assurance that it will be granted.
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EXHIBIT 99.2
ENSTAR News Release
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Date: September 1, 1998 Contact: Amy M. Dunaway
For Release: Immediately Telephone:(334) 834-5483
ENSTAR ANNOUNCES SALE OF ITS FIRST UNION STOCK
Montgomery, Alabama - September 1, 1998. The Enstar Group, Inc. ("Enstar")
(ESGR: OTC) announced today that it sold all its remaining shares of its First
Union Corporation common stock in brokerage transactions on August 28 and August
31, 1998. Enstar received net proceeds of approximately $25.3 million, and
realized a gain of approximately $13.4 million on the sale of the 500,000
shares.
After the settlement of the stock transactions, the Company expects to
have approximately $67 million in cash, cash equivalents and certificates of
deposit. The Company has no long-term or other bank debt.
The Company has 4,106,709 shares of its common stock outstanding and
had an estimated book value per share of approximately $15.57, as of August 31,
1998.
The Company does not currently own an operating business, but
continues to search for one or more attractive operating businesses to acquire.
