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<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 5
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935
or Section 30(f) of the Investment Company Act of 1940
/ / Check box if no longer subject to Sec- OMB Approval
tion 16. Form 4 or Form 5 obligations
may continue. See Instruction 1(b). OMB Number: 3235-0362
Expires: September 30, 1998
/ / Form 3 Holdings Reported Estimated average burden
/ / Form 4 Holdings Reported hours per response 1.0
1. Name and Address of Reporting Person*
Flowers J. Christopher
(Last) (First) (Middle)
(Street)
One Rockefeller Plaza - 32nd Floor
(City) (State) (Zip)
New York New York 10020
2. Issuer Name and Ticker or Trading Symbol
The Enstar Group, Inc. ("ESGR")
3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary)
4. Statement for Month/Year
12/98
5. If Amendment, Date of Original (Month/Year)
6. Relationship of Reporting Person(s) to Issuer (Check all applicable)
/X/ Director /X/ 10% Owner
/X/ Officer (give title below) / / Other (specify below)
Vice Chairman of the Board of Directors
---------------------------------------
7. Individual or Joint/Group Reporting (check applicable line)
/X/ Form Filed by One Reporting Person
/ / Form Filed by More than One Reporting Person
* If the form is filed by more than one reporting person, see instruction
4(b)(v).
<PAGE>
<TABLE>
<CAPTION>
Table I -- Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
5. Amount
of Secu-
rities
Bene-
ficially
4. Securities Acquired (A) Owned at 6. Ownership
2. Trans- or Disposed of (D) end of Form:
action (Instr. 3, 4 and 5) Issuer's Direct 7. Nature of
Date 3. Trans- ----------------------------- Fiscal (D) or Indirect
(Month/ action (A) Year Indirect Beneficial
1. Title of Security Day/ Code Amount or Price (Instr. (I) Ownership
(Instr. 3) Year) (Instr. 8) (D) 3 and 4) (Instr. 4) (Instr. 4)
- ----------------------------- ---------- ------------- ------------ --- ---------- ----------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Common Stock 1,234,055
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Table II--Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
2. Conver- 5. Number of Deriv- 6. Date Exercisable
sion or 3. Trans- ative Securities and Expiration Date
Exercise action Acquired (A) or (Month/Day/Year)
Price of Date Disposed of (D) ----------------------
Deriv- (Month/ 4. Transac- (Instr. 3, 4, and 5) Date
1. Title of Derivative Security ative Day/ tion Code -------------------------- Exercis- Expiration
(Instr. 3) Security Year) (Instr. 8) (A) (D) able Date
- ---------------------------------------- ----------- ---------- ------------- ------------ ------------ ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
stock option 10.8125 (A) 01/01/07
stock units (C) 1 for 1 09/30/97 A 206 (B) (B)
stock units (C) 1 for 1 10/01/97 A 406 (B) (B)
stock units (C) 1 for 1 01/01/98 A 460 (B) (B)
stock units (C) 1 for 1 04/01/98 A 429 (B) (B)
stock units (C) 1 for 1 05/21/98 A 174 (B) (B)
stock units (C) 1 for 1 07/01/98 A 348 (B) (B)
stock units (C) 1 for 1 08/17/98 A 190 (B) (B)
stock units (C) 1 for 1 10/01/98 A 385 (B) (B)
stock units (C) 1 for 1 10/06/98 A 192 (B) (B)
stock units (C) 1 for 1 10/12/98 A 78 (B) (B)
stock units (C) 1 for 1 10/30/98 A 67 (B) (B)
<CAPTION>
9. Number of 10. Ownership
Derivative of
Securities Derivative
7. Title and Amount of Underlying Benefi- Security:
Securities (Instr. 3 and 4) cially Direct 11. Nature of
---------------------------------------- 8. Price of Owned at (D) or Indirect
Amount or Derivative End of Indirect Beneficial
1. Title of Derivative Title Number of Security Year (I) Ownership
Security (Instr. 3) Shares (Instr. 5) (Instr. 4) (Instr. 4) (Instr. 4)
- --------------------------- --------------------------- ----------- ------------- ------------- -------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
stock option common stock 25,000 25,000 D
stock units (C) common stock 206 12.125 D
stock units (C) common stock 406 12.312 D
stock units (C) common stock 460 10.875 D
stock units (C) common stock 429 14.00 D
stock units (C) common stock 174 14.344 D
stock units (C) common stock 348 14.375 D
stock units (C) common stock 190 13.187 D
stock units (C) common stock 385 13.00 D
stock units (C) common stock 192 13.016 D
stock units (C) common stock 78 12.812 D
stock units (C) common stock 67 14.969 2,933 D
</TABLE>
Explanation of Responses:
(A) These options were granted to the reporting person pursuant to The Enstar
Group, Inc. 1997 Amended Outside Directors Stock Option Plan. The options became
exercisable in five equal installments on 6/30/97, 1/1/98, 1/1/99, 1/1/2000 and
1/1/2001.
(B) These stock units were accrued under The Enstar Group, Inc. Deferred
Compensation and Stock Plan for non-employee Directors and are to be settled in
a lump sum distribution within 30 days after the termination of the Reporting
Persons Services on the Board of Directors.
(C) These stock units were previously reported on a Form 4. Because of a
miscalculation of the average bid and ask prices the number of units and price
of the derivative securities were incorrectly reported. The transactions are
being correctly reported on this Form 5. The cumulative difference in number of
underlying shares was 18 shares.
<PAGE>
** Intentional misstatements or omissions of facts constitute Federal Criminal
Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must must be manually signed.
If space is insufficient, see Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB number.
/s/ J. Christopher Flowers 2/11/99
- --------------------------------------- --------------------------
**Signature of Reporting Person Date
Page 2
SEC 2270(7-96)
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