<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 14, 2000
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ________ TO ________
COMMISSION FILE NUMBER 0-07477
THE ENSTAR GROUP, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
GEORGIA 63-0590560
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
</TABLE>
401 MADISON AVENUE
MONTGOMERY, ALABAMA 36104
(Address of principal executive offices)
(334) 834-5483
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES [X] NO [ ]
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13, or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. YES [X] NO [ ]
The number of shares of Registrant's Common Stock, $.01 par value per
share, outstanding at August 14, 2000 was 5,265,753.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE> 2
THIS FORM 10-Q AND OTHER STATEMENTS ISSUED OR MADE FROM TIME TO TIME BY THE
ENSTAR GROUP, INC. OR MEMBERS OF ITS MANAGEMENT TEAM CONTAIN STATEMENTS WHICH
MAY CONSTITUTE "FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF THE SECURITIES
ACT OF 1933, AND THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED BY THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995, 15 U.S.C.A. SECTIONS 77Z-2 AND 78U-5
(SUPP. 1996). THOSE STATEMENTS INCLUDE STATEMENTS REGARDING THE INTENT, BELIEF
OR CURRENT EXPECTATIONS OF THE ENSTAR GROUP, INC. AND MEMBERS OF ITS MANAGEMENT
TEAM, AS WELL AS THE ASSUMPTIONS ON WHICH SUCH STATEMENTS ARE BASED. 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 CONTEMPLATED BY SUCH FORWARD-
LOOKING STATEMENTS. IMPORTANT FACTORS CURRENTLY KNOWN TO MANAGEMENT THAT COULD
CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN FORWARD-LOOKING
STATEMENTS ARE SET FORTH IN THE SAFE HARBOR COMPLIANCE STATEMENT FOR
FORWARD-LOOKING STATEMENTS INCLUDED AS EXHIBIT 99.1 TO THIS FORM 10-Q, AND ARE
HEREBY INCORPORATED BY REFERENCE. THE ENSTAR GROUP, INC. UNDERTAKES NO
OBLIGATION TO UPDATE OR REVISE FORWARD-LOOKING STATEMENTS TO REFLECT CHANGED
ASSUMPTIONS, THE OCCURRENCE OF UNANTICIPATED EVENTS OR CHANGES TO FUTURE
OPERATING RESULTS OVER TIME.
i
<PAGE> 3
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
THE ENSTAR GROUP, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
2000 1999
-------- ------------
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<S> <C> <C>
ASSETS
Cash and cash equivalents................................... $ 79,972 $ 64,265
Certificates of deposit..................................... 3,696 3,615
Other....................................................... 634 564
Investment in B-Line LLC.................................... 1,088 911
Property and equipment, net................................. 62 58
-------- --------
Total assets...................................... $ 85,452 $ 69,413
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable and accrued liabilities.................... $ 424 $ 176
Deferred liabilities........................................ 311 260
Other....................................................... 389 383
-------- --------
Total liabilities................................. 1,124 819
-------- --------
Shareholders' equity:
Common stock ($.01 par value; 55,000,000 shares
authorized, 5,708,104 issued at June 30, 2000 and
December 31, 1999)..................................... 57 57
Additional paid-in capital................................ 183,191 183,191
Note receivable, net of discount of $496 at December 31,
1999................................................... -- (14,504)
Accumulated deficit....................................... (93,110) (94,340)
Treasury stock, at cost (442,351 shares).................. (5,810) (5,810)
-------- --------
Total shareholders' equity........................ 84,328 68,594
-------- --------
Total liabilities and shareholders' equity........ $ 85,452 $ 69,413
======== ========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
1
<PAGE> 4
THE ENSTAR GROUP, INC.
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
----------------------- -----------------------
2000 1999 2000 1999
---------- ---------- ---------- ----------
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)
<S> <C> <C> <C> <C>
Investment income............................... $ 1,250 $ 1,077 $ 2,530 $ 2,147
Litigation income, net.......................... -- 246 (4) 245
General and administrative expenses............. (580) (722) (1,226) (1,529)
Interest expense................................ (3) (3) (6) (6)
---------- ---------- ---------- ----------
Income before income taxes...................... 667 598 1,294 857
Income taxes.................................... (50) (36) (64) (47)
---------- ---------- ---------- ----------
Net income...................................... $ 617 $ 562 $ 1,230 $ 810
========== ========== ========== ==========
Weighted average shares outstanding............. 5,265,753 5,265,729 5,265,753 5,265,710
========== ========== ========== ==========
Weighted average shares outstanding -- assuming
dilution...................................... 5,346,804 5,336,331 5,332,077 5,329,704
========== ========== ========== ==========
Net income per common share..................... $ 0.12 $ 0.11 $ 0.23 $ 0.15
========== ========== ========== ==========
Net income per common share -- assuming
dilution...................................... $ 0.12 $ 0.11 $ 0.23 $ 0.15
========== ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
2
<PAGE> 5
THE ENSTAR GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
SIX MONTHS ENDED
-------------------
JUNE 30, JUNE 30,
2000 1999
-------- --------
(DOLLARS IN
THOUSANDS)
(UNAUDITED)
<S> <C> <C>
Cash flows from operating activities:
Net income................................................ $ 1,230 $ 810
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation........................................... 9 7
Amortization of goodwill............................... 39 50
Accretion of discount on note receivable............... (85) (234)
Reversal of discount on note receivable................ (411) --
Equity in earnings of B-Line LLC....................... (216) 1
Changes in assets and liabilities:
Accounts payable and accrued liabilities............... 248 (174)
Other.................................................. (13) 270
------- -------
Net cash provided by operating activities............ 801 730
------- -------
Cash flows from investing activities:
Purchases of certificates of deposit...................... (3,031) (2,438)
Maturities of certificates of deposit..................... 2,950 52,302
Purchase of property and equipment........................ (13) (7)
------- -------
Net cash provided by (used in) investing
activities....................................... (94) 49,857
------- -------
Cash flows from financing activities:
Repayment of note receivable.............................. 15,000 --
Common stock issuance costs............................... -- (10)
------- -------
Net cash provided by (used in) financing
activities....................................... 15,000 (10)
------- -------
Increase in cash and cash equivalents....................... 15,707 50,577
Cash and cash equivalents at the beginning of the period.... 64,265 12,826
------- -------
Cash and cash equivalents at the end of the period.......... $79,972 $63,403
======= =======
Supplemental disclosures of cash flow information:
Income taxes paid......................................... $ 100 $ 48
======= =======
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
3
<PAGE> 6
THE ENSTAR GROUP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1: GENERAL
The consolidated financial statements of The Enstar Group, Inc. (the
"Company") are unaudited and, in the opinion of management, include all
adjustments consisting solely of normal recurring adjustments necessary to
fairly state the Company's financial condition and results of operations for the
interim period. The results of operations for the three and six months ended
June 30, 2000 are not necessarily indicative of the results to be expected for
the full year. These statements should be read in conjunction with the
consolidated financial statements and notes thereto for the year ended December
31, 1999 included in the Company's Form 10-K as filed with the Securities and
Exchange Commission on March 22, 2000 under the Securities Exchange Act of 1934,
as amended. Certain prior year amounts have been reclassified in the
consolidated financial statements to conform with the current year presentation.
NOTE 2: B-LINE
In November 1998, the Company purchased membership units of B-Line LLC
("B-Line") for $965,000 including expenses. Based in Seattle, Washington, B-Line
provides services to credit card issuers and other holders of similar
receivables. B-Line also purchases credit card receivables and recovers payments
on these accounts.
At the time of the purchase, the Company's membership units represented
approximately 8.77% of the outstanding units of B-Line. The Company 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. In November 1999, the Company's warrants expired
unexercised while certain other warrant holders exercised their warrants. As a
result, the Company's ownership percentage decreased to approximately 7.99%.
The Company's B-Line membership units are accounted for under the equity
method. Approximately $803,000 of the original $950,000 investment was recorded
as goodwill and is being amortized over a period of 10 years.
NOTE 3: SHAREHOLDERS' EQUITY
(a) Common Stock -- In January 1999, the Company issued 160 shares of its
common stock to qualified former shareholders in accordance with the terms of
its reorganization plan. It was determined by the Company that these former
shareholders had submitted a complete Certification of Ownership in a timely
manner.
(b) Additional Paid-in Capital -- In February 1999, additional legal fees
of $10,000 were incurred by the Company in relation to the sale of 1,158,860
newly issued shares of the Company's common stock to J. Christopher Flowers in
December 1998. These fees were charged to equity in the first quarter of 1999.
(c) Note Receivable -- In March 2000, J. Christopher Flowers, Vice Chairman
of the Board of Directors of the Company, repaid his $15 million note with
accrued interest to the Company. This note receivable, net of discount, had been
classified as a reduction of equity. The note had a due date of December 18,
2000, and resulted from the Company's sale of 1,158,860 newly issued shares of
common stock to Mr. Flowers on December 18, 1998. In connection with the early
repayment of the note receivable, the Company reversed the unamortized portion
of the discount recorded on the note receivable. This reversal resulted in a
decrease of approximately $411,000 to general and administrative expenses in
March 2000.
4
<PAGE> 7
NOTE 4: LEGAL PROCEEDINGS
On February 11, 1997, fifteen former shareholders of the Company filed a
lawsuit against the Company. The complaint, which deals with actions occurring
prior to the Company's filing for bankruptcy in 1991, alleges that the Company
along with its then principal officers and others defrauded the plaintiffs in
violation of the Alabama Securities Act and other Alabama statutory provisions.
The plaintiffs seek compensatory damages in the amount of their alleged losses
of approximately $2.0 million and unspecified punitive damages. The Company
filed a motion to dismiss and/or for summary judgement on March 17, 1997. The
motion filed by the Company contends that the claims asserted are barred by the
applicable statutes of limitations. The motion is still pending before the
court. In the event the plaintiffs' claims are not dismissed pursuant to the
Company's motion, the Company intends to contest the plaintiffs' claims
vigorously. The Company cannot, however, reasonably predict the outcome of this
lawsuit.
NOTE 5: INVESTMENT INCOME
Investment income for the three and six months ended June 30, 2000 and 1999
is made up of the following components:
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
----------------------- -----------------------
2000 1999 2000 1999
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Interest income......................... $1,157,000 $1,077,000 $2,314,000 $2,148,000
Equity in earnings of B-Line LLC........ 93,000 -- 216,000 (1,000)
---------- ---------- ---------- ----------
Total investment income....... $1,250,000 $1,077,000 $2,530,000 $2,147,000
========== ========== ========== ==========
</TABLE>
NOTE 6: SUBSEQUENT EVENTS
On July 3, 2000, the Company, through B.H. Acquisition Limited ("B.H.
Acquisition"), a joint venture, acquired two reinsurance companies of Petrofina
S.A., a subsidiary of TotalFina Elf S.A. The reinsurance companies, Brittany
Insurance Company, Ltd. ("Brittany"), incorporated under the laws of Bermuda,
and Compagnie Europeenne d'Assurances Industrielles S.A. ("CEAI"), a Belgium
corporation, were purchased by B.H. Acquisition for $28.5 million. In exchange
for a capital contribution of approximately $9.6 million, including
approximately $200,000 for expenses and working capital, the Company received
50% of the voting stock and a 33% economic interest in B.H. Acquisition. The
Company's capital contribution was derived from cash on hand. Brittany and CEAI
are principally engaged in the active management of books of reinsurance
business from the international markets.
5
<PAGE> 8
INDEPENDENT ACCOUNTANTS' REPORT
Board of Directors and Shareholders of
The Enstar Group, Inc.
Montgomery, Alabama
We have reviewed the accompanying consolidated balance sheets of The Enstar
Group, Inc. and subsidiary as of June 30, 2000, and the related consolidated
statements of income and cash flows for the three-month and six-month periods
ended June 30, 2000 and 1999. These financial statements are the responsibility
of The Enstar Group, Inc. and subsidiary's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and of making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with auditing standards generally accepted in the United States of
America, the objective of which is the expression of an opinion regarding the
financial statements taken as a whole. Accordingly, we do not express such an
opinion.
Based on our review, we are not aware of any material modifications that
should be made to such consolidated financial statements for them to be in
conformity with accounting principles generally accepted in the United States of
America.
We have previously audited, in accordance with auditing standards generally
accepted in the United States of America, the consolidated balance sheet of The
Enstar Group, Inc. and subsidiary as of December 31, 1999 and the related
consolidated statements of income, comprehensive income, shareholders' equity
and cash flows for the year then ended (not presented herein), and in our report
dated February 4, 2000 (March 7, 2000 as to Note 12), we expressed an
unqualified opinion on those consolidated financial statements. In our opinion,
the information set forth in the accompanying consolidated balance sheet as of
December 31, 1999 is fairly stated, in all material respects, in relation to the
consolidated balance sheet from which it has been derived.
/s/ DELOITTE & TOUCHE LLP
Atlanta, Georgia
July 14, 2000
6
<PAGE> 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Liquidity and Capital Resources
The Company's assets, aggregating approximately $85.5 million at June 30,
2000, consisted primarily of cash, cash equivalents and certificates of deposit.
The Company is currently engaged in the active search for one or more
operating businesses. This search occupies substantially all of the time of the
Company's senior officers. The Company's officers and directors have identified
one such suitable acquisition and the Company, together with co-investors, has
acquired two reinsurance subsidiaries of Petrofina S.A. See "Recent
Developments."
Financial Condition
The Company had total assets of $85.5 million at June 30, 2000 compared to
$69.4 million at December 31, 1999. The increase in total assets was due
primarily to the early repayment of a $15 million note receivable by J.
Christopher Flowers, Vice Chairman of the Board of Directors of the Company.
Mr. Flowers repaid his $15 million note with accrued interest to the
Company on March 3, 2000. The note had a due date of December 18, 2000, and
resulted from the Company's sale of 1,158,860 newly issued shares of common
stock to Mr. Flowers on December 18, 1998 (the "Flowers Transaction"). In
connection with the repayment, the Company reversed the unamortized discount on
the note of approximately $411,000.
Results of Operations
The Company reported net income of $617,000 and approximately $1.2 million
for the three and six month periods ended June 30, 2000, compared to net income
of $562,000 and $810,000 for the same periods in the prior year. The changes in
net income from the three and six month periods ended June 30, 2000 compared to
the same periods in the prior year are primarily a result of an increase in
investment income and a decrease in general and administrative expenses,
partially offset by the lack of litigation income in 2000.
Investment income was approximately $1.3 million and $2.5 million for the
three and six months periods ended June 30, 2000, respectively, compared to
approximately $1.1 million and $2.1 million for the same periods in the prior
year. Investment income primarily consisted of interest income from interest
bearing accounts and certificates of deposit and earnings from the Company's
interest in B-Line LLC. Interest income increased approximately $80,000 and
$166,000 for the three and six month periods ended June 30, 2000 compared to the
same periods in the prior year. Earnings from B-Line LLC increased by
approximately $93,000 and $217,000 for the three and six months periods ended
June 30, 2000 compared to the same periods in 1999.
General and administrative expenses were approximately $580,000 and $1.2
million for the three and six month periods ended June 30, 2000, respectively,
compared to approximately $722,000 and $1.5 million for the same periods in
1999. In connection with the early repayment of the note in the Flowers
transaction, the Company reversed the unamortized portion of the discount
recorded on the note. This reversal resulted in a decrease of approximately
$411,000 to general and administrative expenses in March 2000. This decrease was
partially offset by additional expense resulting from a new shares tax imposed
by the State of Alabama. In addition to these and other normal operating
expenses, general and administrative expenses include legal and professional
fees as well as travel expenses incurred in connection with the Company's search
for one or more operating companies. Most variances in legal and professional
fees and travel expenses can be attributed to the number of potential
acquisition candidates the Company locates as well as the degree of interest the
Company may have in such candidates. The stronger the interest in a candidate,
the more rigorous financial and legal due diligence the Company will incur with
respect to that candidate.
Other Material Item
On March 2, 2000, the Company announced that its Board of Directors named
John J. Oros to the position of Executive Vice President and elected him as a
director to fill a newly created position on the Board
7
<PAGE> 10
of Directors. Mr. Oros' responsibilities involve working with the Company's
management and other directors to locate acquisition targets. Mr. Oros was also
granted options to purchase 100,000 shares of the Company's common stock under
the Omnibus Plan with an exercise price of 12 3/4, the average of the high and
low bid price on March 2, 2000. The options granted under the Omnibus Plan vest
in three installments; 50,000 on March 2, 2001 and 25,000 each on March 2, 2002
and 2003.
Recent Developments
On July 3, 2000, the Company, through B.H. Acquisition Limited ("B.H.
Acquisition"), a joint venture, acquired two reinsurance companies of Petrofina
S.A., a subsidiary of TotalFina Elf S.A. The reinsurance companies, Brittany
Insurance Company, Ltd., ("Brittany") incorporated under the laws of Bermuda,
and Compagnie Europeenne d'Assurances Industrielles S.A., ("CEAI") a Belgium
corporation, were purchased by B.H. Acquisition for $28.5 million. In exchange
for a capital contribution of approximately $9.6 million, including
approximately $200,000 for expenses and working capital, the Company received
50% of the voting stock and a 33% economic interest in B.H. Acquisition. The
Company's capital contribution was derived from cash on hand.
Brittany and CEAI are principally engaged in the active management of books
of reinsurance business from the international markets.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to some market risk from changes in interest rates,
but the Company does not believe the risk is material. The Company had cash and
cash equivalents of approximately $80.0 million in interest bearing accounts
(interest at floating rates) and approximately $3.7 million of short-term
certificates of deposit (interest at fixed rates) at June 30, 2000. Although
interest rate changes would affect the fair value of the Company's certificates
of deposits, the weighted average original term of certificates held by the
Company at June 30, 2000 was approximately eight months. The short-term nature
of these certificates limits the Company's risk of changes in the fair value of
these certificates.
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On February 11, 1997, fifteen former shareholders of the Company filed a
lawsuit against the Company in the Circuit Court of Montgomery County, Alabama
styled Peter N. Zachary, et al. v. The Enstar Group, Inc., Case No.
CV-97-257-Gr. The complaint, which deals with actions occurring prior to the
Company's filing for bankruptcy in 1991, alleges that the Company along with its
then principal officers and others defrauded the plaintiffs in violation of the
Alabama Securities Act and other Alabama statutory provisions. The plaintiffs
seek compensatory damages in the amount of their alleged losses of approximately
$2 million and unspecified punitive damages. The complaint is virtually
identical to a complaint brought by these plaintiffs against the Company's
former chairman, former president and others in December 1991, during the
pendency of the Company's bankruptcy case and prior to the confirmation of the
Company's Second Amended Plan of Reorganization, as modified (the
"Reorganization Plan"). The plaintiffs allege that the United States Bankruptcy
Court for the Middle District of Alabama (the "Bankruptcy Court") issued an
order on January 15, 1997, allowing them to litigate their claims against the
Company. The Bankruptcy Court's order actually held that the plaintiffs could
not bring a late claim against the Company in its bankruptcy case and then went
on to state that because of facts relating to these particular plaintiffs, they
were not bound by the provisions of the Reorganization Plan and their claims
were not subject to discharge under the Bankruptcy Code. On March 17, 1997, the
Company filed a motion to dismiss and/or for summary judgment in response to the
complaint on the basis that the claims asserted are barred by the applicable
statute of limitations. The motion is still pending before the court. In the
event the plaintiffs' claims are not dismissed pursuant to the
8
<PAGE> 11
Company's motion, the Company intends to contest the plaintiffs' claims
vigorously. The Company cannot, however, reasonably predict the outcome of this
litigation.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company held its Annual Meeting of Shareholders on May 18, 2000.
Matters voted upon at the meeting and the number of votes cast for, against or
withheld, are as follows:
(1) To consider and act upon a proposal to elect the following
nominees to be Directors:
<TABLE>
<CAPTION>
NOMINEE VOTES FOR VOTES WITHHELD
------- --------- --------------
<S> <C> <C>
T. Whit Armstrong*................................... 4,871,829 14,609
T. Wayne Davis*...................................... 4,871,795 14,643
John J. Oros **...................................... 4,872,465 13,973
</TABLE>
---------------
* Elected to hold office until the 2003 annual meeting of shareholders.
** Elected to hold office until the 2002 annual meeting of shareholders.
In addition to Messrs. Armstrong, Davis and Oros, the continuing directors
are J. Christopher Flowers, Jeffrey S. Halis and Nimrod T. Frazer. Messrs.
Flowers and Halis' terms expire in the year 2001 while Mr. Frazer's term expires
in the year 2002.
(2) To appoint Deloitte & Touche LLP as independent auditors for
the year ended December 31, 2000. Votes cast were: 4,878,812 for, 4,141 against
and 3,485 abstentions.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
<TABLE>
<CAPTION>
REFERENCE
NUMBER DESCRIPTION OF EXHIBITS
--------- -----------------------
<C> <C> <S>
2.1 -- Second Amended Plan of Reorganization of the Company,
effective as of June 1, 1992 (incorporated by reference to
Exhibit 2.1 to the Amendment No. 2 to the Registration
Statement on Form 10, dated March 27, 1997).
2.2 -- Amended Modification to Second Amended Plan of
Reorganization of the Company, confirmed on August 24, 1993
(incorporated by reference to Exhibit 2.2 to the Amendment
No. 2 to the Registration Statement on Form 10, dated March
27, 1997).
2.3 -- Agreement and Plan of Merger, dated as of December 31, 1996
(incorporated by reference to Exhibit 2.3 to the Amendment
No. 2 to the Registration Statement on Form 10, dated March
27, 1997).
2.4 -- Shareholders Agreement, dated as of July 3, 2000, among B.H.
Acquisition Limited, the Company and the other parties
thereto (incorporated by reference to Exhibit 2.1 to the
Current Report on Form 8-K dated July 18, 2000).
2.5 -- Investment Agreement, dated as of July 3, 2000, among B.H.
Acquisition Limited, Enstar and the other parties thereto
(incorporated by reference to Exhibit 2.2 to the Current
Report on Form 8-K dated July 18, 2000).
2.6 -- Share Sale and Purchase Agreement, dated as of March 31,
2000, between PetroFina S.A. and B.H. Acquisition Limited
(incorporated by reference to Exhibit 2.3 to the Current
Report on Form 8-K dated July 18, 2000).
2.7 -- Share Sale and Purchase Agreement, dated as of March 31,
2000, between PetroFina S.A., Brittany Holdings Limited and
B.H. Acquisition Limited (incorporated by reference to
Exhibit 2.4 to the Current Report on Form 8-K dated July 18,
2000).
3.1 -- Articles of Incorporation of the Company, as amended on June
10, 1998 (incorporated by reference to Exhibit 3.1 to the
Quarterly Report on Form 10-Q, dated August 4, 1998).
</TABLE>
9
<PAGE> 12
<TABLE>
<CAPTION>
REFERENCE
NUMBER DESCRIPTION OF EXHIBITS
--------- -----------------------
<C> <C> <S>
3.2 -- Bylaws of the Company, as amended (incorporated by reference
to Exhibit 3.2 to the Quarterly Report on Form 10-Q, dated
August 6, 1999).
4.1 -- Rights Agreement between the Company and American Stock
Transfer & Trust Company, as Rights Agent, dated as of
January 20, 1997 (incorporated by reference to Exhibit 4.1
to the Amendment No. 2 to the Registration Statement on Form
10, dated March 27, 1997).
4.2 -- Amendment Agreement dated as of October 20, 1998, to the
Rights Agreement dated as of January 20, 1997 between the
Company and American Stock Transfer & Trust Company
(incorporated by reference to Exhibit 10.2 to the Current
Report on Form 8-K dated October 20, 1998).
27.1 -- Financial Data Schedule. (For SEC Use Only)
99.1 -- The Enstar Group, Inc. Private Securities Litigation Reform
Act of 1995 Safe Harbor Compliance Statement For
Forward-Looking Statements.
99.2 -- Notice of Pending Distribution of New Common Stock in The
Enstar Group, Inc. (incorporated by reference to Exhibit
99.1 to the Amendment No. 2 to the Registration Statement on
Form 10, dated March 27, 1997).
99.3 -- Modified Order on Proposed Distribution to Equity Security
Holders by the United States Bankruptcy Court for the Middle
District of Alabama (incorporated by reference to Exhibit
99.2 to the Amendment No. 2 to the Registration Statement on
Form 10, dated March 27, 1997).
99.4 -- Application for an Order Pursuant to Sections 6(c) and 6(e)
of the Investment Company Act of 1940 (incorporated by
reference to Application for an Order Pursuant to Sections
6(c) and 6(e) of the Investment Company Act of 1940, dated
March 19, 1998).
99.5 -- Amendment No. 1 to the Application for an Order Pursuant to
Sections 6(c) and 6(e) of the Investment Company Act of 1940
(incorporated by reference to Amendment No. 1 to the
Application for an Order Pursuant to Sections 6(c) and 6(e)
of the Investment Company Act of 1940, dated May 22, 1998).
</TABLE>
(b) Reports on Form 8-K
There were no reports filed on Form 8-K for the quarter ended June 30,
2000.
10
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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 thereunto 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,
Secretary (Authorized Officer)
(Principal Financial Officer)
Date: August 14, 2000
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