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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): July 3, 2000
The Enstar Group, Inc.
(Exact Name of Registrant as Specified in its Charter)
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GEORGIA 0-07477 63-0590560
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification Number)
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401 MADISON AVENUE
MONTGOMERY, ALABAMA 36104
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (334) 834-5483
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
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Item 2. Acquisition or Disposition of Assets.
On July 3, 2000, The Enstar Group, Inc. ("Enstar"), through B.H.
Acquisition Limited ("B.H. Acquisition") a joint venture with two co-investors
(the "Co-Investors"), acquired two reinsurance companies of Petrofina S.A., a
subsidiary of TotalFina Elf S.A. The reinsurance companies, Brittany Insurance
Company, Ltd., incorporated under the laws of Bermuda ("Brittany"), and
Compagnie Europeenne d'Assurances Industrielles S.A., a Belgium corporation
("CEAI"), 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 the paying of expenses and working capital, Enstar received 50% of
the voting stock and a 33% economic interest in B.H. Acquisition. Enstar's
capital contribution to B.H. Acquisition was derived from cash on hand. The
total consideration paid to Petrofina S.A. and the amount of Enstar's capital
contribution to B.H. Acquisition was determined through arm's length
negotiations among representatives of the parties. Neither Enstar, nor any of
its affiliates had, nor to the knowledge of Enstar did any director or officer
or any associate have, any material relationship with Petrofina S.A., TotalFina
Elf S.A., or the Co-Investors.
On July 5, 2000, Enstar issued a press release (the "Press Release")
announcing the completion of the acquisition of the two reinsurance companies.
The Press Release is filed herewith as Exhibit 99.1 and is incorporated herein
by reference thereto.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) The financial statements required by this Item 7(a) are not
currently available. Such financial statements will be filed as soon as
practicable and in no event later than 60 days after the date of this Current
Report.
(b) The pro forma financial information required by this Item 7(b)
is not currently available. Such information will be filed as soon as
practicable and in no event later than 60 days after the date of this Current
Report.
(c) Exhibits
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2.1 Shareholders Agreement, dated as of July 3, 2000,
among B.H. Acquisition, Enstar and Co-Investors. The
Exhibits which are referenced in the Table of
Contents of the Shareholders Agreement have been
omitted for purposes of this filing, but will be
furnished supplementally to the Commission upon
request.
2.2 Investment Agreement, dated as of July 3, 2000, among
B.H. Acquisition, Enstar and Co-Investors.
2.3 Share Sale and Purchase Agreement, dated as of March
31, 2000, between PetroFina S.A. and B.H. Acquisition
(the "CEAI Acquisition Agreement"). The Schedules and
Annexes of the CEAI Acquisition Agreement have been
omitted
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for purposes of this filing, but will be furnished
supplementally to the Commission upon request.
2.4 Share Sale and Purchase Agreement, dated as of March
31, 2000, between PetroFina S.A., Brittany Holdings
Limited and B.H. Acquisition (the "Brittany
Acquisition Agreement"). The Schedules and Annexes of
the Brittany Acquisition Agreement have been omitted
for purposes of this filing, but will be furnished
supplementally to the Commission upon request.
99.1 Text of Press Release of Enstar, dated July 5, 2000.
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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.
Date: July 18, 2000
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
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EXHIBIT INDEX
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Exhibit
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2.1 Shareholders Agreement, dated as of July 3, 2000, among B.H.
Acquisition, Enstar and Co-Investors. The Exhibits which are
referenced in the Table of Contents of the Shareholders
Agreement have been omitted for purposes of this filing, but
will be furnished supplementally to the Commission upon
request.
2.2 Investment Agreement, dated as of July 3, 2000, among B.H.
Acquisition, Enstar and Co-Investors.
2.3 Share Sale and Purchase Agreement, dated as of March 31, 2000,
between PetroFina S.A. and B.H. Acquisition (the "CEAI
Acquisition Agreement"). The Schedules and Annexes of the CEAI
Acquisition Agreement have been omitted for purposes of this
filing, but will be furnished supplementally to the Commission
upon request.
2.4 Share Sale and Purchase Agreement, dated as of March 31, 2000,
between PetroFina S.A., Brittany Holdings Limited and B.H.
Acquisition (the "Brittany Acquisition Agreement"). The
Schedules and Annexes of the Brittany Acquisition Agreement
have been omitted for purposes of this filing, but will be
furnished supplementally to the Commission upon request.
99.1 Text of Press Release of Enstar, dated July 5, 2000.
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