ENSTAR GROUP INC
8-K, 1998-12-01
INVESTORS, NEC
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<PAGE>   1
                       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): November 24, 1998
                                                        -----------------------


                             THE ENSTAR GROUP, INC.
- -------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


        Georgia                          0-7477                 63-0590560
- -------------------------------------------------------------------------------
State of other Jurisdiction     (Commission File Number)     (I.R.S. Employer
     of Incorporation                                       Identification No.)


            172 COMMERCE ST. 3RD FLOOR MONTGOMERY, AL        36104
           ----------------------------------------------------------
            (Address of principal executive offices)       (Zip Code)


                                 (334) 834-5483
           ----------------------------------------------------------
             (Telephone number, including area code, of registrant)



                                 NOT APPLICABLE
         -------------------------------------------------------------
         (Former name or former address, if changed since last report)
<PAGE>   2
ITEM 5.  OTHER EVENTS

     On November 25, 1998, The Enstar Group, Inc. (the "Company") issued a 
press release announcing that it had made an investment in B-Line LLC. A copy 
of such press release is attached hereto as Exhibit 99.1 and hereby 
incorporated by reference herein.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

     (c) Exhibits

Reference
Number                   Description of Exhibits
- ---------                -----------------------
99.1                Text of Press Release of The Enstar Group, Inc., dated 
                    November 25, 1998
<PAGE>   3

                                   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 1, 1998                             By: /s/ Cheryl D. Davis
      -----------------------                          -----------------------
                                                       Cheryl D. Davis
                                                       Chief Financial Officer,
                                                       Vice President and
                                                       Secretary
<PAGE>   4




                                     INDEX
                                     -----
<TABLE>
<CAPTION>

EXHIBIT                          DESCRIPTION
- -------                          -----------
<S>                      <C>
99.1                     Text of Press Release of The Enstar Group, Inc.
                         dated November 25, 1998.

</TABLE>

<PAGE>   1


                                                                    EXHIBIT 99.1

                                  (LETTERHEAD)



Date         November 25, 1998                         Contact    Amy M. Dunaway
For Release  Immediately                               Telephone  (334) 834-5483


                        THE ENSTAR GROUP, INC. ANNOUNCES
                              INVESTMENT IN B-LINE

     Montgomery, Alabama - November 25, 1998. The Enstar Group, Inc. 
("Enstar") (ESGR:OTC) today announced that it has made an investment in B-Line 
LLC ("B-Line").  B-Line is a privately owned company based in Seattle, 
Washington, that provides services to credit card issuers and other holders of 
similar receivables.

     Enstar has invested $950,000 in membership units of B-Line, representing 
approximately 8.77% of the presently outstanding units of B-Line. Enstar has 
also purchased a one-year warrant to acquire additional B-Line units, with an 
aggregate exercise price of $950,000. Other investors also purchased membership 
units and warrants in B-Line. If Enstar and the other investors with 
outstanding B-Line warrants and options were to exercise those warrants and 
options, Enstar would own approximately 13.89% of B-Line.


                                    *  *  *

                                
     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.


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