SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
FILED BY THE REGISTRANT O FILED BY A PARTY OTHER THAN THE REGISTRANT
CHECK THE APPROPRIATE BOX:
PRELIMINARY PROXY STATEMENT
CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY {AS PERMITTED BY RULE
14A-6(E)(2)}
O DEFINITIVE PROXY STATEMENT
O DEFINITIVE ADDITIONAL MATERIALS
O SOLICITING MATERIAL PURSUANT TO RULE 14A-11(C) OR RULE 14A-12
ENEX OIL & GAS INCOME PROGRAM II-1, L.P.
- - --------------------------------------------------------------------------------
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
ENEX RESOURCES CORPORATION
- - --------------------------------------------------------------------------------
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN REGISTRANT)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
O $125 PER EXCHANGE ACT RULES 0-11(C)(1)(II), 14A-6(I)(1), OR 14A-6(J)(2).
O $500 PER EACH PARTY TO THE CONTROVERSY PURSUANT TO EXCHANGE ACT
RULE 14A-6(I)(3).
FEE COMPUTED ON TABLE BELOW PER EXCHANGE ACT RULES 14A-6(I)(4) AND 0-11.
(1) TITLE OF EACH CLASS OF SECURITIES TO WHICH TRANSACTION APPLIES:
$500 "UNITS" OF LIMITED PARTNERSHIP INTERESTS
- - --------------------------------------------------------------------------------
(2) AGGREGATE NUMBER OF SECURITIES TO WHICH TRANSACTION APPLIES:
21,008
- - --------------------------------------------------------------------------------
(3) PER UNIT PRICE OR OTHER UNDERLYING VALUE OF TRANSACTION COMPUTED
PURSUANT TO EXCHANGE ACT RULE 0-11:. {SET FORTH THE AMOUNT ON
WHICH THE FILING FEE IS CALCULATED AND STATE HOW IT WAS
DETERMINED.}: $0.00 {PARTNERSHIP INDEBTEDNESS EXCEEDS ESTIMATED
FAIR MARKET VALUE OF PARTNERSHIP ASETS TO BE SOLD IN LIQUIDATION
PURSUANT TO PLAN OF DISSOLUTION.}
- - --------------------------------------------------------------------------------
(4) PROPOSED MAXIMUM AGGREGATE VALUE OF TRANSACTION:
$0.00
- - --------------------------------------------------------------------------------
(5) TOTAL FEE PAID:
$0.00
- - --------------------------------------------------------------------------------
O FEE PAID PREVIOUSLY WITH PRELIMINARY MATERIALS
O CHECK BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY EXCHANGE
ACT RULE 0-11(A)(2) AND IDENTIFY THE FILING FOR WHICH OFFSETTING
FEE WAS PAID PREVIOUSLY. IDENTIFY THE PREVIOUS FILING BY REGISTRA-
TION STATEMENT NUMBER, OR THE FORM OR SCHEDULE AND THE DATE OF ITS
FILING.
(1) AMOUNT PREVIOUSLY PAID:
- - --------------------------------------------------------------------------------
(2) FORM, SCHEDULE OR REGISTRATION STATEMENT NO.
- - --------------------------------------------------------------------------------
(3) FILING PARTY:
- - --------------------------------------------------------------------------------
(4) DATE FILED:
- - --------------------------------------------------------------------------------
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
FILED BY THE REGISTRANT O FILED BY A PARTY OTHER THAN THE REGISTRANT
CHECK THE APPROPRIATE BOX:
PRELIMINARY PROXY STATEMENT
CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY {AS PERMITTED BY RULE
14A-6(E)(2)}
O DEFINITIVE PROXY STATEMENT
O DEFINITIVE ADDITIONAL MATERIALS
O SOLICITING MATERIAL PURSUANT TO RULE 14A-11(C) OR RULE 14A-12
ENEX OIL & GAS INCOME PROGRAM II-2,L.P.
- - --------------------------------------------------------------------------------
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
ENEX RESOURCES CORPORATION
- - --------------------------------------------------------------------------------
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN REGISTRANT)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
O $125 PER EXCHANGE ACT RULES 0-11(C)(1)(II), 14A-6(I)(1), OR 14A-6(J)(2).
O $500 PER EACH PARTY TO THE CONTROVERSY PURSUANT TO EXCHANGE ACT
RULE 14A-6(I)(3).
FEE COMPUTED ON TABLE BELOW PER EXCHANGE ACT RULES 14A-6(I)(4) AND 0-11.
(1) TITLE OF EACH CLASS OF SECURITIES TO WHICH TRANSACTION APPLIES:
$500 "UNITS" OF LIMITED PARTNERSHIP INTERESTS
- - --------------------------------------------------------------------------------
(2) AGGREGATE NUMBER OF SECURITIES TO WHICH TRANSACTION APPLIES:
20,108
- - --------------------------------------------------------------------------------
(3) PER UNIT PRICE OR OTHER UNDERLYING VALUE OF TRANSACTION COMPUTED
PURSUANT TO EXCHANGE ACT RULE 0-11:. {SET FORTH THE AMOUNT ON
WHICH THE FILING FEE IS CALCULATED AND STATE HOW IT WAS
DETERMINED.}: $0.00 {PARTNERSHIP INDEBTEDNESS EXCEEDS ESTIMATED
FAIR MARKET VALUE OF PARTNERSHIP ASETS TO BE SOLD IN LIQUIDATION
PURSUANT TO PLAN OF DISSOLUTION.}
- - --------------------------------------------------------------------------------
(4) PROPOSED MAXIMUM AGGREGATE VALUE OF TRANSACTION:
$0.00
- - --------------------------------------------------------------------------------
(5) TOTAL FEE PAID:
$0.00
- - --------------------------------------------------------------------------------
O FEE PAID PREVIOUSLY WITH PRELIMINARY MATERIALS
O CHECK BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY EXCHANGE
ACT RULE 0-11(A)(2) AND IDENTIFY THE FILING FOR WHICH OFFSETTING
FEE WAS PAID PREVIOUSLY. IDENTIFY THE PREVIOUS FILING BY REGISTRA-
TION STATEMENT NUMBER, OR THE FORM OR SCHEDULE AND THE DATE OF ITS
FILING.
(1) AMOUNT PREVIOUSLY PAID:
- - --------------------------------------------------------------------------------
(2) FORM, SCHEDULE OR REGISTRATION STATEMENT NO.
- - --------------------------------------------------------------------------------
(3) FILING PARTY:
- - --------------------------------------------------------------------------------
(4) DATE FILED:
- - --------------------------------------------------------------------------------
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
FILED BY THE REGISTRANT O FILED BY A PARTY OTHER THAN THE REGISTRANT
CHECK THE APPROPRIATE BOX:
PRELIMINARY PROXY STATEMENT
CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY {AS PERMITTED BY RULE
14A-6(E)(2)}
O DEFINITIVE PROXY STATEMENT
O DEFINITIVE ADDITIONAL MATERIALS
O SOLICITING MATERIAL PURSUANT TO RULE 14A-11(C) OR RULE 14A-12
ENEX OIL & GAS INCOME PROGRAM II-3,L.P.
- - --------------------------------------------------------------------------------
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
ENEX RESOURCES CORPORATION
- - --------------------------------------------------------------------------------
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN REGISTRANT)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
O $125 PER EXCHANGE ACT RULES 0-11(C)(1)(II), 14A-6(I)(1), OR 14A-6(J)(2).
O $500 PER EACH PARTY TO THE CONTROVERSY PURSUANT TO EXCHANGE ACT
RULE 14A-6(I)(3).
FEE COMPUTED ON TABLE BELOW PER EXCHANGE ACT RULES 14A-6(I)(4) AND 0-11.
(1) TITLE OF EACH CLASS OF SECURITIES TO WHICH TRANSACTION APPLIES:
$500 "UNITS" OF LIMITED PARTNERSHIP INTERESTS
- - --------------------------------------------------------------------------------
(2) AGGREGATE NUMBER OF SECURITIES TO WHICH TRANSACTION APPLIES:
13,226
- - --------------------------------------------------------------------------------
(3) PER UNIT PRICE OR OTHER UNDERLYING VALUE OF TRANSACTION COMPUTED
PURSUANT TO EXCHANGE ACT RULE 0-11:. {SET FORTH THE AMOUNT ON
WHICH THE FILING FEE IS CALCULATED AND STATE HOW IT WAS
DETERMINED.}: $0.00 {PARTNERSHIP INDEBTEDNESS EXCEEDS ESTIMATED
FAIR MARKET VALUE OF PARTNERSHIP ASETS TO BE SOLD IN LIQUIDATION
PURSUANT TO PLAN OF DISSOLUTION.}
- - --------------------------------------------------------------------------------
(4) PROPOSED MAXIMUM AGGREGATE VALUE OF TRANSACTION:
$0.00
- - --------------------------------------------------------------------------------
(5) TOTAL FEE PAID:
$0.00
- - --------------------------------------------------------------------------------
O FEE PAID PREVIOUSLY WITH PRELIMINARY MATERIALS
O CHECK BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY EXCHANGE
ACT RULE 0-11(A)(2) AND IDENTIFY THE FILING FOR WHICH OFFSETTING
FEE WAS PAID PREVIOUSLY. IDENTIFY THE PREVIOUS FILING BY REGISTRA-
TION STATEMENT NUMBER, OR THE FORM OR SCHEDULE AND THE DATE OF ITS
FILING.
(1) AMOUNT PREVIOUSLY PAID:
- - --------------------------------------------------------------------------------
(2) FORM, SCHEDULE OR REGISTRATION STATEMENT NO.
- - --------------------------------------------------------------------------------
(3) FILING PARTY:
- - --------------------------------------------------------------------------------
(4) DATE FILED:
- - --------------------------------------------------------------------------------
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
FILED BY THE REGISTRANT O FILED BY A PARTY OTHER THAN THE REGISTRANT
CHECK THE APPROPRIATE BOX:
PRELIMINARY PROXY STATEMENT
CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY {AS PERMITTED BY RULE
14A-6(E)(2)}
O DEFINITIVE PROXY STATEMENT
O DEFINITIVE ADDITIONAL MATERIALS
O SOLICITING MATERIAL PURSUANT TO RULE 14A-11(C) OR RULE 14A-12
ENEX OIL & GAS INCOME PROGRAM II-4,L.P.
- - --------------------------------------------------------------------------------
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
ENEX RESOURCES CORPORATION
- - --------------------------------------------------------------------------------
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN REGISTRANT)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
O $125 PER EXCHANGE ACT RULES 0-11(C)(1)(II), 14A-6(I)(1), OR 14A-6(J)(2).
O $500 PER EACH PARTY TO THE CONTROVERSY PURSUANT TO EXCHANGE ACT
RULE 14A-6(I)(3).
FEE COMPUTED ON TABLE BELOW PER EXCHANGE ACT RULES 14A-6(I)(4) AND 0-11.
(1) TITLE OF EACH CLASS OF SECURITIES TO WHICH TRANSACTION APPLIES:
$500 "UNITS" OF LIMITED PARTNERSHIP INTERESTS
- - --------------------------------------------------------------------------------
(2) AGGREGATE NUMBER OF SECURITIES TO WHICH TRANSACTION APPLIES:
11,697
- - --------------------------------------------------------------------------------
(3) PER UNIT PRICE OR OTHER UNDERLYING VALUE OF TRANSACTION COMPUTED
PURSUANT TO EXCHANGE ACT RULE 0-11:. {SET FORTH THE AMOUNT ON
WHICH THE FILING FEE IS CALCULATED AND STATE HOW IT WAS
DETERMINED.}: $0.00 {PARTNERSHIP INDEBTEDNESS EXCEEDS ESTIMATED
FAIR MARKET VALUE OF PARTNERSHIP ASETS TO BE SOLD IN LIQUIDATION
PURSUANT TO PLAN OF DISSOLUTION.}
- - --------------------------------------------------------------------------------
(4) PROPOSED MAXIMUM AGGREGATE VALUE OF TRANSACTION:
$0.00
- - --------------------------------------------------------------------------------
(5) TOTAL FEE PAID:
$0.00
- - --------------------------------------------------------------------------------
O FEE PAID PREVIOUSLY WITH PRELIMINARY MATERIALS
O CHECK BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY EXCHANGE
ACT RULE 0-11(A)(2) AND IDENTIFY THE FILING FOR WHICH OFFSETTING
FEE WAS PAID PREVIOUSLY. IDENTIFY THE PREVIOUS FILING BY REGISTRA-
TION STATEMENT NUMBER, OR THE FORM OR SCHEDULE AND THE DATE OF ITS
FILING.
(1) AMOUNT PREVIOUSLY PAID:
- - --------------------------------------------------------------------------------
(2) FORM, SCHEDULE OR REGISTRATION STATEMENT NO.
- - --------------------------------------------------------------------------------
(3) FILING PARTY:
- - --------------------------------------------------------------------------------
(4) DATE FILED:
- - --------------------------------------------------------------------------------
<PAGE>
CONFIDENTIAL,
FOR USE OF THE SECURITIES AND EXCHANGE COMMISSION ONLY
- - ---------------------------
- - ---------------------------
ENEX
- - ---------------------------
ENEX OIL & GAS INCOME PROGRAM II-1, L.P.
ENEX OIL & GAS INCOME PROGRAM II-2, L.P.
ENEX OIL & GAS INCOME PROGRAM II-3, L.P.
ENEX OIL & GAS INCOME PROGRAM II-4, L.P.
Three Kingwood Place
Suite 200
800 Rockmead Drive
Kingwood, Texas 77339
NOTICE OF SPECIAL MEETINGS
To Be Held On xxxx xx, 1995
To Our Limited Partners:
Special Meetings of the limited partners (the "Limited Partners") of
Enex Oil & Gas Income Program II-1, L.P., Enex Oil & Gas Income Program II-2,
L.P., Enex Oil & Gas Income Program II-3, L.P., and Enex Oil & Gas Income
Program II-4, L.P., all Texas limited partnerships (the "Partnerships" or
individually a "Partnership"), have been called for Tuesday, ___________,1995 at
the offices of Enex Resources Corporation (the "General Partner") at Three
Kingwood Place, 800 Rockmead Drive, Kingwood, Texas 77339. Only Limited Partners
of record of one or more of the Partnerships at the close of business on
_______,1995 are entitled to notice of and to vote at the Meetings or any
adjournments thereof. The Limited Partners of each Partnership will be asked to
vote on a proposal to dissolve and liquidate their Partnership in accordance
with the applicable provisions of their Partnership Agreement.
You will find a detailed explanation of the proposal, including its
purpose, anticipated benefits and conditions in the attached Proxy Statement.
Please read it carefully. We think you will conclude that the proposal to
dissolve and liquidate the Partnerships is in the best interests of the Limited
Partners of each Partnership. After considering each Partnership's financial
condition and prospects, the Board of Directors of the General Partner has
unanimously approved the proposed transactions as being in the best interests of
the Limited Partners. The affirmative vote of a majority-in-interest of the
Limited Partners is required to approve the proposal for each Partnership. The
General Partner will vote all of the limited partnership interests it owns (in
excess of 44 percent in each Partnership) in favor of the proposal.
<PAGE>
It is very important that you cast your votes on this matter promptly,
regardless of the size of your holdings. Hence, even if you plan to attend the
Special Meetings in person, we urge you to complete, sign and return the
enclosed proxy (or proxies) as soon as possible in the enclosed envelope in
order to assure that presence of a quorum at each of the meetings. Any proxy may
be revoked at any time before it is exercised by following the instructions set
forth on page one of the accompanying Proxy Statement.
BY ORDER OF THE GENERAL PARTNER,
ENEX RESOURCES CORPORATION
GERALD B. ECKLEY
President,
General Partner
xxxxx x, 1995
<PAGE>
CONFIDENTIAL,
FOR USE OF THE SECURITIES AND EXCHANGE COMMISSION ONLY
- - ---------------------------
- - ---------------------------
ENEX
- - ---------------------------
ENEX OIL & GAS INCOME PROGRAM II-1, L.P.
ENEX OIL & GAS INCOME PROGRAM II-2, L.P.
ENEX OIL & GAS INCOME PROGRAM II-3, L.P.
ENEX OIL & GAS INCOME PROGRAM II-4, L.P.
Three Kingwood Place
Suite 200
800 Rockmead Drive
Kingwood, Texas 77339
PROXY STATEMENT
Solicitation and Voting of Proxies
This Proxy Statement is furnished in connection with the solicitation
on behalf of Enex Resources Corporation (the "General Partner") of proxies to be
voted at special meetings (each a "Special Meeting") of the limited partners
(the "Limited Partners") of Enex Oil & Gas Income Program II-1, L.P., Enex Oil &
Gas Income Program II-2, L.P., Enex Oil & Gas Income Program II-3, L.P., and
Enex Oil & Gas Income Program II-4, L.P., all Texas limited partnerships (the
"Partnerships" or, individually, a "Partnership"), to be held on xxxxx xx, 1995.
The Board of Directors of the General Partner has fixed the close of
business on xxxxx xx, 1995 as the record date for the determination of Limited
Partners of record entitled to notice of and to vote at the Meetings. The
Limited Partners of each Partnership will be asked to vote on a proposal to
dissolve the Partnership and liquidate it in accordance with the applicable
provisions of its Amended Certificate and Agreement of Limited Partnership
("Partnership Agreement"). The presence, in person or by proxy, of the holders
of a majority-in-interest of the issued and outstanding limited partnership
interests ("Interests") of a Partnership entitled to vote will constitute a
quorum for the transaction of business by that Partnership.
A proxy in the accompanying form which is properly signed, dated and
returned to the General Partner and not revoked will be voted in accordance with
instructions contained therein. If Interests are held in joint name, a proxy
signed by one of the joint owners or by a majority of the joint owners will be
voted in accordance with the instructions contained therein. If no instructions
are indicated, proxies will be voted for the proposal recommended by the Board
of Directors of the General Partner. Proxies will be received and tabulated by
the General Partner for each Partnership. Votes cast in person will be tabulated
by an election inspector appointed by the General Partner.
Limited Partners who execute proxies may revoke them at any time prior
to their being exercised by delivering written notice to the Secretary of the
General Partner at the above address or by subsequently executing and delivering
another proxy at any time prior to the voting. Mere attendance at a Meeting will
not revoke the proxy, but a Limited Partner present at a Meeting may revoke his
proxy and vote in person.
The approximate date on which this Proxy Statement and the accompanying
proxy or proxies will first be mailed to Limited Partners is , 1995.
The date of this Proxy Statement is , 1995
-----------------------------
1
<PAGE>
Expenses of Solicitation
The cost of soliciting proxies will be borne by the Partnerships pro
rata in accordance with their original investor subscriptions, including
expenses in connection with the preparation and mailing of this Proxy Statement
and all papers which now accompany or may hereafter supplement it. The
solicitation will be made by mail. The General Partner will supply brokers or
persons holding Interests of record in their names or in the names of their
nominees for other persons, as beneficial owners, with such additional copies of
proxies, and proxy materials as may reasonably be requested in order for such
record holder to send one copy to each beneficial owner, and will, upon request
of such record holders, reimburse them for their reasonable expenses in mailing
such material.
Certain directors, officers and employees of the General Partner, not
especially employed for this purpose, may solicit Proxies, without additional
remuneration therefor, by mail, telephone, telegraph or personal interview.
<TABLE>
<CAPTION>
TABLE OF CONTENTS
<S> <C>
Solicitation and Voting of Proxies ......................................... 1
Expenses of Solicitation ................................................... 2
Summary .................................................................... 3
The Proposal To Dissolve and Liquidate ..................................... 4
Reasons for Proposed Transaction ........................................... 5
Record Date, Voting and Security Ownership of
Certain Beneficial Owners and Management ................................... 5
Dissenters' Rights ......................................................... 6
Federal Income Tax Consequences ............................................ 6
Description of Business .................................................... 7
Description of Property and Oil and Gas Reserves ........................... 7
Other Matters .............................................................. 8
Documents Incorporated By Reference ........................................ 9
</TABLE>
2
<PAGE>
SUMMARY
The following summary is intended to highlight certain information
contained elsewhere herein and, accordingly, should be read in conjunction with
such information. It is not a complete statement of all material features of the
matters being submitted to Limited Partners for their approval and is qualified
in its entirety by this Proxy Statement and each Partnership's Annual Report on
Form 10-KSB and Quarterly Reports on Form 10-QSB which accompany this Proxy
Statement. LIMITED PARTNERS ARE URGED TO READ THE PROXY STATEMENT AND THE ANNUAL
AND QUARTERLY REPORTS IN THEIR ENTIRETY.
The Meeting
Proposal: To Dissolve and Liquidate the Partnerships
Person Soliciting Proxies ......... Enex Resources Corporation (the "General
................................. Partner")
Date of Meeting ................... xxxxxx xx, 1995
Time and Place .................... 2:00 P.M. local time, at the General
................................. Partner's principal executive offices
................................. located at Three Kingwood Place, Suite
................................. 200, 800 Rockmead Drive, Kingwood,
................................. Texas 77339
Record Date ....................... xxxxxx xx, 1995
Class of Securities Entitled
to Vote ......................... Limited Partnership Interests in each
................................. Partnership
<TABLE>
<CAPTION>
Series Series Series Series
Units of Limited Partnership Interest II-1 II-2 II-3 II-4
<S> <C> <C> <C> <C>
Outstanding on the Record Date and Entitled to vote* 21,008 20,108 13,226 11,697
Number of Limited Partners .................. 676 1,172 1,277 413
Units of Limited Partnership Interest Beneficially
Owned by the General Partner .............. 9,376 9,460 6,264 5,305
Percentage Interest Beneficially Owned by the
General Partner ........................... 44.6285 47.0470 47.3588 45.3574
Percentage of Remaining Limited Partnership Interests
Needed to Approve the Proposal ............ 5.3716 2.9531 2.6413 4.6427
</TABLE>
Additionally, Gerald B. Eckley, President of the General Partner owns 30 units
or a 0.2565% Interest in Enex Oil and Gas Income Program II-4, L.P., which he
will vote in favor of the proposal. No other executive officer or director of
the General Partner owns an interest in any of the Partnerships. The General
Partner knows of no other person who has beneficial ownership of more than 5% of
the Interests in any of the Partnerships.
- - ------------------
* The aggregate amount of the Limited Partners' initial subscriptions divided by
$500.
3
<PAGE>
The Proposal To Dissolve and Liquidate
At the Meetings, the Limited Partners of each Partnership will be asked
to consider and vote upon the following proposal:
To dissolve and liquidate each Partnership in accordance with the
provisions of its Partnership Agreement, as described herein. Upon the winding
up and termination of the business and affairs of the Partnership, (i) its
assets shall, to the extent practicable, be sold, the proceeds allocated to the
Partners in accordance with provisions of the Partnership Agreement and the
Partners' capital accounts adjusted accordingly and (ii) the value of the
remaining non-cash assets of the Partnership shall be determined (as provided
below) and the Partners' capital accounts adjusted as if such remaining assets
had been sold at a price equal to such value and the applicable allocations had
been made. The expenses related to dissolving and liquidating each Partnership
will be deducted from the proceeds of the sale of Partnership oil and gas
properties; however, such expenses are not anticipated to be material. If it
becomes necessary to engage the services of a broker or other agent to
facilitate the sale of the Partnerships' properties, customary commissions and
selling fees will have to be incurred, however. Such proceeds of all sales and
remaining assets shall be subsequently distributed as follows:
(i) all of the Partnership's debts and liabilities to persons other
than the General Partner and the Limited Partners (collectively, the "Partners")
shall be paid and discharged in their order of priority, as provided by law;
(ii) all of the Partnership's debts and liabilities to the Partners
shall be paid and discharged; and
(iii) any remaining cash and other assets of the Partnership shall be
distributed to the Partners in proportion to and in payment of the balances in
their respective capital accounts, with the effect of bringing such capital
accounts to zero. If any Partner has a deficit in his capital account, he shall
be required, subject to the limited liability provisions of the Texas Revised
Limited Partnership Act, to restore such account to a zero balance.
The amount of the potential proceeds from the sale of each
Partnership's oil and gas properties and other assets cannot be readily
estimated. However, see Table B for quantitative information regarding proved
oil and gas reserves, estimated future net cash flows, discounted future net
cash flows and a fair market valuationof each Partnership's oil and gas reserves
as of June 30, 1995 prepared by the General Partner from reports prepared by
H.J. Gruy and Associates, Inc. ("Gruy"), an independent petroleum consulting
firm. Similar quantitative and cash flow information is shown for each
Partnership as of December 31, 1994, 1993 and 1992. Because of the difficulty of
estimating oil and gas reserves, the proceeds of a sale may not reflect the full
value of the properties to which they relate. Such estimates are merely
appraisals of value and may not correspond to realized value.
The General Partner does not anticipate distributing any Partnership
assets to the Limited Partners in kind. If, for reasons not currently
anticipated, in kind distributions become necessary, the choice of which
Partnership assets are to be distributed in kind and to which Partners such
assets are to be distributed shall be within the sole discretion of the General
Partner and shall be binding upon all Partners. If assets are to be distributed
in kind, the value of such assets will be determined prior to such distribution
by Gruy. Such value as so determined by Gruy shall be binding upon all Partners.
4
<PAGE>
A Limited Partner shall look solely to the assets of the Partnership
for the return of his investment, and if Partnership properties and other
Partnership assets remaining after the payment or discharge of the debts and
liabilities of the Partnership are insufficient to return his investment, he
shall have no recourse against the General Partner or other Limited Partners.
The General Partner may, if it so desires, purchase Partnership properties or
other Partnership assets upon liquidation at the greater of the highest possible
bona fide offer received or the value thereof, as determined by Gruy, provided
at least 15 days advance notice of the proposed sale has been given to the
Limited Partners.
To the General Partner's knowledge, consummation of the proposal is not
subject to compliance with any federal or state regulatory requirements.
Reasons For Proposed Transaction
Due to the failure of oil and gas prices to return to their levels of
the early 1980s, the depletion of each Partnership's oil and gas reserves (see
"Oil and Gas Reserves" attached as Table B), the magnitude of the amounts owed
by each Partnership to creditors, including the General Partner (see "Selected
Financial Data" attached as Table A), the Partnerships' inability to distribute
cash to their Limited Partners for more than five years, the potentially
favorable federal income tax consequences of a dissolution (see "Federal Income
Tax Consequences" below), and the ongoing costs of operating each Partnership
(see "Partnership Operations and Financial Conditions" above and "General and
Administrative Costs" attached as Table E), the General Partner has determined
that Partnership operations are unlikely to be profitable for the foreseeable
future and that it is in the best interests of the Limited Partners of each
Partnership to liquidate its assets and terminate its existence in accordance
with its Partnership Agreement. As shown in Tables A and B the fair market value
of each Partnership's oil and gas reserves at June 30, 1995 is less than the
outstanding debt owed by each Partnership. As a result, the General Partner
believes that the net proceeds from the sale of properties will be used to
retire outstanding debt, principally owed to the General Partner (see Table A),
that the Partners would receive little or no value in a consolidation, and that
future cash distributions to the Partners are unlikely. In order to avoid
additional administrative and overhead charges required to operate and manage
each Partnership on an ongoing basis, the General Partner has determined that it
is in the best interests of the Partners to dissolve and liquidate their
Partnerships. In general, the General Partner believes that such a liquidation,
while unlikely to produce cash available for distribution to Limited Partners,
will allow the Limited Partners to recognize a capital loss for federal income
tax purposes and may allow the Limited Partners to utilize suspended passive
losses from prior years.
Record Date, Voting and Security Ownership of Certain Beneficial Owners and
Management
As of the Record Date, the Partnerships had the following numbers of
"Units" of limited partnership interest (i.e., the aggregate amount of the
Limited Partners' initial subscriptions divided by $500) outstanding and
entitled to vote (in each case the number of Units represents 100% of the
outstanding limited partnership interests of the Partnership):
Number of
Units
---------
Enex Oil & Gas Income Program II-1, L.P. 21,008
Enex Oil & Gas Income Program II-2, L.P. 20,108
Enex Oil & Gas Income Program II-3, L.P. 13,226
Enex Oil & Gas Income Program II-4, L.P. 11,697
5
<PAGE>
Approval of the proposal for each Partnership requires the affirmative
vote of the holders of a majority-in-interest of that Partnership. The term "the
holders of a majority-in-interest" refers to Limited Partners (including the
General Partner) holding more than fifty percent of the limited partnership
interests of all the Limited Partners of that Partnership. With respect to the
proposal, abstentions will be included in determining the presence of a quorum,
and will be treated as votes cast against the proposal. "Broker non- votes" will
be deemed absent for purposes of determining the presence of a quorum and will
be treated as votes cast against the proposal. Any unmarked proxies, including
those submitted by brokers and nominees, will be voted in favor of the
applicable proposal.
The following table sets forth for each Partnership, as of the Record
Date, the number and percentage of Units beneficially owned by the General
Partner and by Gerald B. Eckley, President of the General Partner. No other
executive officer or director of the General Partner owns an interest in any of
the Partnerships. The General Partner knows of no other person who has
beneficial ownership of more than 5% of the outstanding limited partnership
interests in any of the Partnerships.
<TABLE>
<CAPTION>
Series Series Series Series
II-1 II-2 II-3 II-4
------ ------ ------ ------
<S> <C> <C> <C> <C>
Units Beneficially Owned by the General Partner ................. 9,376 9,460 6,263 5,305
Percentage Beneficially Owned by the General Partner ............ 44.6285 47.0470 47.3544 45.3574
Units Beneficially Owned by Mr. G. B. Eckley .................... -- -- -- 30
Percentage Beneficially Owned by Mr. G. B. Eckley ............... -- -- -- 0.2565
</TABLE>
The General Partner and Mr. Eckley intend to vote all of the Interests
they own in favor of the proposal. Therefore, for each Partnership, if the
following percentage Interests are voted by other Limited Partners in favor of
the proposal, it will be approved:
<TABLE>
<CAPTION>
Limited Partner Interests
Needed to Approve
Proposal
-------------------------
<S> <C> <C>
Enex Oil & Gas Income Program II-1, L.P. 5.3716%
Enex Oil & Gas Income Program II-2, L.P. 2.9531%
Enex Oil & Gas Income Program II-3, L.P. 2.6413%
Enex Oil & Gas Income Program II-4, L.P. 4.3862%
</TABLE>
Dissenters' Rights
Limited Partners will not have, nor be entitled to, any dissenters' or
appraisal rights with respect to the proposals under the Partnership Agreements
or under applicable law.
Federal Income Tax Consequences
In general, the General Partner believes that, with respect to
individuals who are citizens or residents of the United States, for federal
income tax purposes the proposed liquidation of each Partnership's assets will
result in a capital loss to the Limited Partners of each Partnership. In
addition
6
<PAGE>
to the capital loss, each Partnership will have a net operating loss from the
Partnership's current year of operation which will be deductible.
Limited Partners may also have suspended passive losses from prior
years which may be utilized in the current year to offset income from other
sources.
The following amounts per $500 Unit of limited partnership interest
outstanding indicate the passive loss generated prior to 1995 which a Limited
Partner has available for use in the current year if he or she is an original
investor and has never utilized any of the Partnership's passive losses in prior
years.
<TABLE>
<CAPTION>
Passive Loss
Per Unit
------------
<S> <C> <C>
Enex Oil & Gas Income Program II-1, L.P. $104.37
Enex Oil & Gas Income Program II-2, L.P. $ 90.86
Enex Oil & Gas Income Program II-3, L.P. $ 78.71
Enex Oil & Gas Income Program II-4, L.P. $ 83.31
</TABLE>
To calculate a Limited Partner's passive loss, he must determine the
number of $500 Units he owns by dividing his original investment by $500. This
number multiplied by the passive loss shown above for the appropriate
Partnership will determine the Limited Partner's passive loss for that
Partnership. An original investor who has not utilized passive losses in prior
years, may use such passive loss amount in the current year to offset income
from other sources if the proposal is adopted for his or her Partnership.
The actual tax consequences to any Limited Partner will depend on the
Unitholder's own tax circumstances. ACCORDINGLY, EACH LIMITED PARTNER SHOULD
CONSULT HIS OR HER
OWN TAX ADVISER WITH RESPECT TO THE TAX CONSEQUENCES OF THE PROPOSED
TRANSACTION.
Description of Business
The Partnerships were formed under the Uniform Limited Partnership Act
of the State of Texas and subsequently became subject to the Texas Revised
Limited Partnership Act. The Partnerships are engaged in the oil and gas
business through the ownership of various interests in producing oil and gas
properties. For further information, see Item 1 of each Partnership's 1994 Form
10-KSB attached hereto as Appendix 1.
Description of Property and Oil and Gas Reserves
A summary of each Partnership's property acquisitions and quantitative
information regarding the Partnership's oil and gas reserves is included in Item
2 of each Partnership's 1994 Form 10-KSB attached hereto as Appendix 1. Certain
oil and gas reserve information is also included in Table B attached hereto.
Included in this information is a fair market valuation prepared by the General
Partner based upon reports prepared by Gruy. Gruy has been preparing reserve
estimates for each of the Partnership's oil and gas reserves since the inception
of each Partnership's operations. Gruy is an international petroleum consulting
firm with offices in Houston and Dallas, Texas. Their staff includes petroleum
7
<PAGE>
engineers and geology consultants. Services they provide include reserve
estimates, fair value appraisals, geologic studies, expert witness testimony and
arbitration.
Gruy has estimated for each oil and gas property in which the
Partnerships own interests, as of June 30, 1995, the recoverable units of oil
and gas and the undiscounted and discounted future net cash flows by year
commencing July 1, 1995 and continuing through the estimated productive lives of
the properties. The Limited Partners should be aware that the reserves estimated
by Gruy include, in certain cases, estimates of probable reserves and possible
reserves in addition to proved reserves (including undeveloped reserves as well
as developed reserves, both producing and nonproducing) and, in any event, are
estimates only and should not be construed as being exact amounts. Gruy
estimated each property's oil and gas reserves, applied certain assumptions
regarding price and cost escalations, applied a 10% discount factor for time and
various discount factors for risk, location, type of ownership interest,
operational characteristics and other factors. The General Partner's engineering
staff allocated Gruy estimates among the Partnerships on a pro-rata basis in
accordance with their respective ownership interest in each of the properties
evaluated by Gruy. The resulting value for each Partnership is included in Table
B and is labelled Fair Market Value of Oil and Gas Reserves.
Future net revenues were estimated by Gruy using an oil price of $17.00
per barrel and gas prices as supplied by the General Partner, such gas prices
representing prices substantially as were in effect in June 1995. Future
operating costs and capital expenditures were estimated by the General Partner
and utilized by Gruy in the future cash flow estimates. Prices and costs were
escalated as follows: Oil prices were escalated 5.2% in 1996, 5.0% in 1997, 4.3%
in 1998 and 3.2% in 1999 and 3.3% each year thereafter to a maximum of $30.69
per barrel. Natural gas prices were escalated 7.2% in 1996, 7.3% in 1997, 4.2%
in 1998, and 3.0% each year thereafter to a maximum of $3.80 per thousand cubic
feet (mcf). Operating expenses and future capital investments were escalated at
the rate of 3.0% per year until the year in which the primary product reached
its maximum price.
OTHER MATTERS
Other Business
As of the date of this Proxy Statement, the only business which the
General Partner intends to present at the Meetings are the matters set forth in
the accompanying Notice of Special Meetings. The General Partner has no
knowledge of any other business to be presented at the Meetings. If other
business consisting of matters of which the General Partner has no current
knowledge or matters incident to the conduct of a Meeting is brought before a
Meeting, the persons named in the enclosed form of proxy will vote according to
their discretion.
Principal Executive Offices and Telephone Number
The principal executive offices and telephone number of each Partnership
are as follows: c/o Enex Resources Corporation, Three Kingwood Place, Suite 200,
800 Rockmead Drive, Kingwood, Texas 77339, attention Corporate Secretary,
telephone: 713-358-8401.
8
<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE
This Proxy Statement incorporates by reference the following documents
which have been filed by each Partnership with the Commission:
(1) Each Partnership's Annual Report on Form 10-KSB for the year
ended December 31, 1994, copies of which accompany this Proxy
Statement;
(2) Each Partnership's Quarterly Reports on Form 10-QSB for the
quarters ended March 31, 1995 and June 30, 1995, copies of
which accompany this Proxy Statement.
The Proxy Statement specifically incorporates herein by reference the
information set forth in the following sections contained in each Partnership's
Annual Report on Form 10-KSB: Item 1-Business; Item 2-Properties; Item 3-Legal
Proceedings; Item 5-Market for Common Equity and Related Security Holder
Matters; Item 6-Management's Discussion and Analysis of Results of Operations
and Financial Condition; Item 7-Financial Statements and Supplementary Data. The
following sections of the Quarterly Reports on Form 10-QSB are specifically
incorporated herein by reference: Part 1, Item 1-Financial Statements
(unaudited).
By Order of the Board of Directors
of the General Partner
ROBERT E. DENSFORD
Vice President-Finance,
Secretary and Treasurer
9
<PAGE>
<TABLE>
<CAPTION>
TABLE A
Selected Financial Data
- - -----------------------
Program II, Series 1, L.P.
------------------------------------------------------
Six months Year ended
ended June 30, December 31,
--------------- -------------------------------------
1995 1994 1993 1992
---- ---- ---- ----
<S> <C> <C> <C> <C>
Total revenues $32,754 $73,233 $107,393 $104,648
Net income (loss) before extraordinary item ($9,190) ($20,722) $15,109 ($53,854)
Extraordinary item - Debt forgiveness
by general partner - - - $250,000
Net income (loss) ($9,190) ($20,722) $15,109 $196,146
Net income (loss) per $500 unit - ($1) $1 $9
Cash flow from operations $1,545 $22,880 $35,753 ($25,472)
Cash flow from operations per $500 unit - $1 $2 ($1)
Limited Partners' (deficit) ($36,577) ($27,387) ($6,665) ($20,468)
Limited Partners' (deficit) per $500 unit ($2) ($1) - ($1)
Cash distributions - - - -
Debt payable to general partner $330,512 $320,086 $320,988 $352,232
Total debt $331,478 $325,627 $325,885 $357,508
</TABLE>
<TABLE>
<CAPTION>
Program II, Series 2, L.P.
------------------------------------------------------
Six Months Year ended
ended June 30, December 31,
-------------- -------------------------------------
1995 1994 1993 1992
---- ---- ---- ----
<S> <C> <C> <C> <C>
Total revenues $21,022 $42,303 $65,776 $66,633
Net (loss) before extraordinary item ($6,620) ($23,542) ($7,303) ($31,589)
Extraordinary item - Debt forgiveness
by general partner - - - $200,000
Net income (loss) ($6,620) ($23,542) ($7,303) $168,411
Net income (loss) per $500 unit - ($1) - $8
Cash flow from operations $1,672 $11,346 $12,916 ($25,664)
Cash flow from operations per $500 unit - $1 $1 ($1)
Limited Partners' capital (deficit) ($73,873) ($67,253) ($43,711) ($35,564)
Limited Partners' capital (deficit) per $500
unit ($4) ($3) ($2) ($2)
Cash distributions - - - -
Debt payable to general partner $270,916 $260,445 $251,495 $266,266
Total debt $272,982 $268,264 $260,668 $273,485
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
TABLE A
Program II, Series 3, L.P.
------------------------------------------------------
Six Months Year ended
ended June 30, December 31,
-------------- -------------------------------------
1995 1994 1993 1992
---- ---- ---- ----
<S> <C> <C> <C> <C>
Total revenues $33,937 $65,970 $102,250 $110,688
Net income (loss) before extraordinary item ($4,608) ($25,628) ($1,917) ($12,679)
Extraordinary item - Debt forgiveness
by general partner - - - -
Net income (loss) ($4,608) ($25,628) ($1,917) ($12,679)
Net income (loss) per $500 unit - ($2) - ($1)
Cash flow from operations $4,229 $28,717 $35,753 $6,055
Cash flow from operations per $500 unit - $2 $3 -
Limited Partners' (deficit) ($29,800) ($25,192) $436 $3,691
Limited Partners' (deficit) per $500 unit ($2) ($2) - -
Cash distributions - - - -
Debt payable to general partner $231,507 $223,495 $223,526 $252,475
Total debt $233,611 $234,019 $237,879 $263,693
</TABLE>
<TABLE>
<CAPTION>
Program II, Series 4, L.P.
------------------------------------------------------
Six Months Year ended
ended June 30, December 31,
-------------- -------------------------------------
1995 1994 1993 1992
---- ---- ---- ----
<S> <C> <C> <C> <C>
Total revenues $18,253 $62,018 $93,913 $102,920
Net (loss) before extraordinary item ($834) ($29,476) ($5,657) ($11,902)
Extraordinary item - Debt forgiveness
by general partner - - $15,509 -
Net income (loss) ($834) ($29,476) $9,852 ($11,902)
Net income (loss) per $500 unit - ($3) $1 ($1)
Cash flow from operations $1,385 $22,496 $24,734 $1,012
Cash flow from operations per $500 unit - $2 $2 -
Limited Partners' capital (deficit) ($25,243) ($18,681) $10,795 $3,326
Limited Partners' capital (deficit) per $500 ($2) ($2) $1 -
unit
Cash distributions - - - -
Debt payable to general partner $256,707 $249,843 $247,462 $286,530
Total debt $258,975 $225,946 $254,500 $294,163
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
TABLE B
Oil and gas reserves
- - --------------------
Program II, Series 1, L.P.
------------------------------------------------------
At June 30, At December 31,
-------------- -------------------------------------
1995 1994 1993 1992
---- ---- ---- ----
Proved Reserves:
<S> <C> <C> <C> <C>
Oil (bbls) 4,360 3,765 3,156 2,174
Oil (bbls) per $500 unit - - - -
Gas (mcf) 525,272 540,549 535,567 517,911
Gas (mcf) per $500 unit 25 26 25 25
Estimated future net cash flows $635,493 $632,951 $998,556 $789,186
Estimated future net cash flows per $500 unit $30 $30 $48 $38
Discounted (at 10%) future net cash flows $304,326 $302,207 $377,965 $313,508
Discounted (at 10%) future net cash
flows per $500 unit $14 $14 $18 $15
Fair market value of oil and gas reserves $259,689
Fair market value of oil
and gas reserves per $500 unit $12
</TABLE>
<TABLE>
<CAPTION>
Program II, Series 2, L.P.
------------------------------------------------------
At June 30, At December 31,
-------------- -------------------------------------
1995 1994 1993 1992
---- ---- ---- ----
Proved Reserves:
<S> <C> <C> <C> <C>
Oil (bbls) 927 718 740 643
Oil (bbls) per $500 unit - - - -
Gas (mcf) 497,572 512,909 515,694 523,783
Gas (mcf) per $500 unit 25 26 26 26
Estimated future net cash flows $589,003 $593,845 $965,860 $790,846
Estimated future net cash flows per $500 unit $29 $30 $48 $39
Discounted (at 10%) future net cash flows $266,605 $269,097 $377,965 $299,466
Discounted (at 10%) future net cash
flows per $500 unit $13 $13 $19 $15
Fair market value of oil and gas reserves $226,260
Fair market value of oil
and gas reserves per $500 unit $11
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
TABLE B
Program II, Series 3, L.P.
------------------------------------------------------
At June 30, At December 31,
-------------- -------------------------------------
1995 1994 1993 1992
---- ---- ---- ----
Proved Reserves:
<S> <C> <C> <C> <C>
Oil (bbls) 7,866 7,210 7,001 8,563
Oil (bbls) per $500 unit 1 1 1 1
Gas (mcf) 355,142 368,192 388,322 383,813
Gas (mcf) per $500 unit 27 28 29 29
Estimated future net cash flows $480,637 $492,201 $756,624 $659,617
Estimated future net cash flows per $500 unit $36 $37 $57 $50
Discounted (at 10%) future net cash flows $254,353 $264,639 $327,557 $310,674
Discounted (at 10%) future net cash
flows per $500 unit $19 $20 $25 $23
Fair market value of oil and gas reserves $207,390
Fair market value of oil
and gas reserves per $500 unit $16
</TABLE>
<TABLE>
<CAPTION>
Program II, Series 4, L.P.
------------------------------------------------------
At June 30, At December 31,
-------------- -------------------------------------
1995 1994 1993 1992
---- ---- ---- ----
Proved Reserves:
<S> <C> <C> <C> <C>
Oil (bbls) 8,366 7,350 7,221 9,021
Oil (bbls) per $500 unit 1 1 1 1
Gas (mcf) 296,315 307,488 326,412 322,994
Gas (mcf) per $500 unit 25 26 28 28
Estimated future net cash flows $413,379 $422,042 $642,776 $570,668
Estimated future net cash flows per $500 unit $35 $36 $55 $49
Discounted (at 10%) future net cash flows $223,087 $231,229 $284,218 $275,941
Discounted (at 10%) future net cash
flows per $500 unit $19 $20 $24 $24
Fair market value of oil and gas reserves $181,104
Fair market value of oil
and gas reserves per $500 unit $15
</TABLE>
<PAGE>
- - ---------------------------
ENEX
- - ---------------------------
ENEX OIL & GAS INCOME PROGRAM II-1, L.P.
Three Kingwood Place
Suite 200
800 Rockmead Drive
Kingwood, Texas 77339
PROXY FOR SPECIAL MEETING OF LIMITED PARTNERS
TO BE HELD
xxx xx, 1995
The undersigned hereby appoints GERALD B. ECKLEY, WILLIAM C. HOOPER, JR.
and ROBERT E. DENSFORD, and each or any of them, attorneys and proxies, with
full power of substitution, and authorizes them to vote all interests of Enex
Oil & Gas Income Program II-1, L.P., held of record by the undersigned on xxxxx
xx, 1995, at the Special Meeting of Limited Partners to be held on xxxxxx xx,
1995, and any adjournments thereof, hereby revoking all previous proxies, with
all powers the undersigned would possess if present, on all matters mentioned in
the Notice of Special Meeting dated xxxxx x, 1995, as follows:
INSTRUCTIONS: MARK ONLY ONE BOX FOR EACH NUMBERED MATTER
(1) To dissolve and liquidate Enex Oil & Gas Income Program II-1, L.P.,
a Texas limited partnership.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(2) In their discretion, to vote upon such other business as may
properly come before the Meeting or any adjournments thereof.
10
<PAGE>
Please mark, date, sign and return this Proxy promptly, using the
enclosed envelope.
Dated , 1995
-------------------------------------
Month Day
Signature
--------------------------------------
Signature
--------------------------------------
Please sign exactly as name appears
hereon, indicating official position
or representative capacity, if any.
I plan to attend the meeting.
Yes [ ] No [ ]
THIS PROXY IS SOLICITED ON BEHALF OF THE GENERAL PARTNER
OF THE PARTNERSHIP
11
<PAGE>
- - ---------------------------
ENEX
- - ---------------------------
ENEX OIL & GAS INCOME PROGRAM II-2, L.P.
Three Kingwood Place
Suite 200
800 Rockmead Drive
Kingwood, Texas 77339
PROXY FOR SPECIAL MEETING OF LIMITED PARTNERS
TO BE HELD
xxx xx, 1995
The undersigned hereby appoints GERALD B. ECKLEY, WILLIAM C. HOOPER, JR.
and ROBERT E. DENSFORD, and each or any of them, attorneys and proxies, with
full power of substitution, and authorizes them to vote all interests of Enex
Oil & Gas Income Program II-2, L.P., held of record by the undersigned on xxxxx
xx, 1995, at the Special Meeting of Limited Partners to be held on xxxxxx xx,
1995, and any adjournments thereof, hereby revoking all previous proxies, with
all powers the undersigned would possess if present, on all matters mentioned in
the Notice of Special Meeting dated xxxxx x, 1995, as follows:
INSTRUCTIONS: MARK ONLY ONE BOX FOR EACH NUMBERED MATTER
(1) To dissolve and liquidate Enex Oil & Gas Income Program II-2, L.P.,
a Texas limited partnership.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(2) In their discretion, to vote upon such other business as may
properly come before the Meeting or any adjournments thereof.
12
<PAGE>
Please mark, date, sign and return this Proxy promptly, using the
enclosed envelope.
Dated , 1995
-------------------------------------
Month Day
Signature
--------------------------------------
Signature
--------------------------------------
Please sign exactly as name appears
hereon, indicating official position
or representative capacity, if any.
I plan to attend the meeting.
Yes [ ] No [ ]
THIS PROXY IS SOLICITED ON BEHALF OF THE GENERAL PARTNER
OF THE PARTNERSHIP
13
<PAGE>
- - ---------------------------
ENEX
- - ---------------------------
ENEX OIL & GAS INCOME PROGRAM II-3, L.P.
Three Kingwood Place
Suite 200
800 Rockmead Drive
Kingwood, Texas 77339
PROXY FOR SPECIAL MEETING OF LIMITED PARTNERS
TO BE HELD
xxx xx, 1995
The undersigned hereby appoints GERALD B. ECKLEY, WILLIAM C. HOOPER, JR.
and ROBERT E. DENSFORD, and each or any of them, attorneys and proxies, with
full power of substitution, and authorizes them to vote all interests of Enex
Oil & Gas Income Program II-3, L.P., held of record by the undersigned on xxxxx
xx, 1995, at the Special Meeting of Limited Partners to be held on xxxxxx xx,
1995, and any adjournments thereof, hereby revoking all previous proxies, with
all powers the undersigned would possess if present, on all matters mentioned in
the Notice of Special Meeting dated xxxxx x, 1995, as follows:
INSTRUCTIONS: MARK ONLY ONE BOX FOR EACH NUMBERED MATTER
(1) To dissolve and liquidate Enex Oil & Gas Income Program II-3, L.P.,
a Texas limited partnership.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(2) In their discretion, to vote upon such other business as may
properly come before the Meeting or any adjournments thereof.
14
<PAGE>
Please mark, date, sign and return this Proxy promptly, using the
enclosed envelope.
Dated , 1995
-------------------------------------
Month Day
Signature
--------------------------------------
Signature
--------------------------------------
Please sign exactly as name appears
hereon, indicating official position
or representative capacity, if any.
I plan to attend the meeting.
Yes [ ] No [ ]
THIS PROXY IS SOLICITED ON BEHALF OF THE GENERAL PARTNER
OF THE PARTNERSHIP
15
<PAGE>
- - ---------------------------
ENEX
- - ---------------------------
ENEX OIL & GAS INCOME PROGRAM II-4, L.P.
Three Kingwood Place
Suite 200
800 Rockmead Drive
Kingwood, Texas 77339
PROXY FOR SPECIAL MEETING OF LIMITED PARTNERS
TO BE HELD
xxx xx, 1995
The undersigned hereby appoints GERALD B. ECKLEY, WILLIAM C. HOOPER, JR.
and ROBERT E. DENSFORD, and each or any of them, attorneys and proxies, with
full power of substitution, and authorizes them to vote all interests of Enex
Oil & Gas Income Program II-4, L.P., held of record by the undersigned on xxxxx
xx, 1995, at the Special Meeting of Limited Partners to be held on xxxxxx xx,
1995, and any adjournments thereof, hereby revoking all previous proxies, with
all powers the undersigned would possess if present, on all matters mentioned in
the Notice of Special Meeting dated xxxxx x, 1995, as follows:
INSTRUCTIONS: MARK ONLY ONE BOX FOR EACH NUMBERED MATTER
(1) To dissolve and liquidate Enex Oil & Gas Income Program II-4, L.P.,
a Texas limited partnership.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(2) In their discretion, to vote upon such other business as may
properly come before the Meeting or any adjournments thereof.
16
<PAGE>
Please mark, date, sign and return this Proxy promptly, using the
enclosed envelope.
Dated , 1995
-------------------------------------
Month Day
Signature
--------------------------------------
Signature
--------------------------------------
Please sign exactly as name appears
hereon, indicating official position
or representative capacity, if any.
I plan to attend the meeting.
Yes [ ] No [ ]
THIS PROXY IS SOLICITED ON BEHALF OF THE GENERAL PARTNER
OF THE PARTNERSHIP
17
<PAGE>
