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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A/A
AMENDMENT NO. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
The Enstar Group, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Georgia 63-0590560
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(State of Incorporation or Organization) (IRS Employer Identification No.)
172 Commerce Street - 3rd Floor
Montgomery, Alabama 36104
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section 12(b) securities pursuant to Section
of the Exchange Act and is effective 12(g) of the Exchange Act and is
pursuant to General Instruction effective pursuant to General
A.(c) please check the following Instruction A.(d) please
box. [ ] check the following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class to Name of Each Exchange on Which
be so Registered Each Class is to be Registered
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None Not applicable
Securities to be registered pursuant to Section 12(g) of the Act:
Share Purchase Rights
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
Reference is hereby made to the Registration Statement on Form 8-A
filed with the Securities and Exchange Commission by The Enstar Group, Inc. (the
"Registrant") on May 15, 1997 (the "Original Form 8-A") relating to the rights
of the Registrant's shareholders to purchase one share of common stock, $.01 par
value per share (the "Common Stock"), for each share of Common Stock of the
Registrant currently outstanding pursuant to the Registrant's share purchase
rights plan. The share purchase rights plan is governed by the Rights Agreement,
dated as of January 20, 1997, between the Registrant and American Stock Transfer
& Trust Company, as rights agent (the "Rights Agreement"). The Original Form 8-A
is hereby incorporated by reference herein.
On October 20, 1998, the Registrant announced the proposed sale of
1,158,860 shares of Common Stock for $15 million to J. Christopher Flowers
("Flowers"), a director of the Registrant, in exchange for a full recourse
promissory note from Flowers (collectively, the "Transaction"). The Transaction
is conditioned on the approval of the terms of the proposed sale of Common
Stock by the shareholders of the Registrant at a special meeting called by the
Board of Directors for such purpose. If the Transaction is consummated, Flowers
will own approximately 23% of the Registrant's outstanding Common Stock. The
Registrant filed a Current Report on Form 8-K relating to the Transaction on
October 20, 1998.
In connection with the Transaction, the Registrant's Board of
Directors approved an amendment to the Rights Agreement, the Amendment
Agreement, dated as of October 20, 1998, between the Registrant and American
Stock Transfer & Trust Company, as rights agent (the "Amendment Agreement"),
for the sole purpose of exempting the Transaction from the terms of the Rights
Agreement.
In the Amendment Agreement, the definition of "Exempt Person" is
amended to include Flowers by virtue of the consummation of the Transaction as
contemplated by the Investment Agreement, dated as of October 20, 1998, between
the Registrant and Flowers (the "Investment Agreement") and the purchase and
sale of Common Stock or capital stock or rights acquired in accordance therewith
and any transferee or pledgee of the shares of Common Stock (or such capital
stock or rights) owned or acquired by Flowers, provided such transfer or pledge
is made in accordance with and to the persons enumerated in the Investment
Agreement. Accordingly, if the Transaction is consummated, Flowers and certain
permitted transferees will not be considered acquiring persons under the terms
of the Rights Agreement.
The Amendment Agreement also amends the definition of "Stock
Acquisition Date" to provide that a Stock Acquisition Date shall not be deemed
to have occurred upon the execution of the Investment Agreement or the
consummation of the Transaction.
The Amendment Agreement was executed and delivered by the parties
thereto prior to the execution of the Investment Agreement.
Copies of the Rights Agreement and the Amendment Agreement are
attached as exhibits and are incorporated herein by reference. The foregoing
discussion does not purport to be complete and is qualified in its entirety by
reference to such exhibits.
Item 2. Exhibits.
1. Rights Agreement, dated as of January 20, 1997, between the
Registrant and American Stock Transfer & Trust Company, as
rights agent (incorporated by reference to Exhibit 4.1 to
Amendment No. 2 to the Registrant's Registration Statement on
Form 10, filed with the Securities and Exchange Commission on
March 27, 1997).
2. Amendment Agreement, dated as of October 20, 1998, between the
Registrant and American Stock Transfer & Trust Company, as
rights agent.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Amendment No. 1 to the
Registration Statement to be signed on its behalf by the undersigned, thereto
duly authorized.
THE ENSTAR GROUP, INC.
By: /s/ Cheryl D. Davis
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Cheryl D. Davis
Chief Financial Officer,
Vice President of Corporate Taxes
and Secretary
Dated: November 5, 1998
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EXHIBIT 2
AMENDMENT AGREEMENT, dated as of October 20, 1998, (this
"Amendment") to the Rights Agreement, dated as of January 20, 1997 (the "Rights
Agreement"), between THE ENSTAR GROUP, INC., a Georgia corporation (the
"Company"), and AMERICAN STOCK TRANSFER & TRUST COMPANY, a New York corporation
(the "Rights Agent").
WITNESSETH:
WHEREAS, the Company proposes to enter into an Investment
Agreement, dated as of October 20, 1998, (as amended from time-to-time, the
"Investment Agreement"), by and between the Company and J. Christopher Flowers,
an individual resident of the State of New York ("Flowers"), and the Company
desires to enter into this Amendment in order to induce Flowers to enter into
the Investment Agreement.
NOW, THEREFORE, in consideration of the premises and the
mutual agreements herein set forth, the parties hereto agree as follows:
Section 1. Amendment of the Rights Agreement. The Rights
Agreement is amended pursuant to Section 26 thereof as follows:
(a) The definition of "Exempt Person" set forth in Section 1(o) of
the Rights Agreement is amended by deleting the word "and" at the end of clause
(ii) thereof, changing the period at the end of clause (iii) thereof to a
semi-colon, and adding a new clause (iv) as follows:
"(iv) J. Christopher Flowers ("Flowers") by virtue of the
execution of the Investment Agreement, dated as of October 20,
1998, by and between the Company and Flowers (as amended from
time-to-time, the "Investment Agreement") and/or the
consumation of the purchase and sale of Common Stock
contemplated thereby or capital stock or rights acquired in
accordance therewith and any transferee or pledgee of the
shares of Common Stock (or such capital stock or rights) owned
or acquired by Flowers provided such transfer or pledge is
made in accordance with and to the Persons enumerated in
Section 4.6(b) (i), (ii) or (iii) of the Investment
Agreement."
(b) The definition of "Stock Acquisition Date" set forth in
Section 1(bb) of the Rights Agreement is amended by adding a provison at the end
thereof as follows:
"and, provided further, that a Stock Acquisition Date shall
not be deemed to have occurred upon the execution of the
Investment Agreement or the acquistion of shares of Common
Stock by Flowers in accordance with the express terms and
provisions thereof."
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Section 2. The Rights Agreement. The Rights Agreement is
hereby reaffirmed in all respects and shall remain in full force and effect in
accordance with its terms except as amended by this Amendment.
Section 3. Counterparts. This Amendment may be signed in any
number of counterparts, each of which shall be an original, with the same effect
as if the signatures thereto and hereto were upon the same instrument.
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IN WITNESS WHEREOF, the undersigned have executed this
Amendment as of the date first written above.
Attest: THE ENSTAR GROUP, INC.
By: /s/ DANA CLARK By: /s/ NIMROD T. FRAZER
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Name: Dana Clark Name: Nimrod T. Frazer
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Title: Secretary to Mr. Flowers Title: Chairman, President and CEO
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Attest: AMERICAN STOCK TRANSFER &
TRUST COMPANY
By: /s/ SUSAN SILBER By: /s/ HERBERT J. LEMMER
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Name: Susan Silber Name: Herbert J. Lemmer
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Title: Assistant Secretary Title: Vice President
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