- -------------------------------
- -------------------------------
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 December 30, 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 Saturday, December 30, 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
November 24, 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
November 29, 1995
<PAGE>
THIS TRANSACTION
HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION NOR HAS THE COMMISSION PASSED UPON THE FAIRNESS OR MERITS OF
SUCH TRANSACTION NOR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION
CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS
UNLAWFUL.
- -------------------------------
- -------------------------------
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 ("Enex" or 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 December 30, 1995.
The Board of Directors of the General Partner has fixed the close of
business on November 24, 1995 as the record date for the determination of
Limited Partners of record entitled to notice of and to vote at the Special
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
Special Meeting will not revoke the proxy, but a Limited Partner present at a
Special 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
November 30, 1995.
The date of this Proxy Statement is November 29, 1995
1
<PAGE>
Expenses of Solicitation
The cost of soliciting proxies, which will primarily include expenses
in connection with the preparation and mailing of this Proxy Statement and all
papers which now accompany or may hereafter supplement it, will be borne by the
Partnerships pro rata in accordance with the estimated fair market value of
their respective assets (see Table 1 below). This basis for allocation was
chosen over others (such as the number of Unitholders of each Partnership or the
amount of each Partnership's original capital or allocating one-fourth of the
costs to each Partnership) because the largest share of the costs of this
solicitation consist of the fees incurred to obtain an independent valuation of
the Partnerships' properties and counsel fees in connection with the preparation
of this Proxy Statement. In the General Partner's opinion, these costs are most
equitably allocated in accordance with the value of the Partnerships' assets.
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 OF CONTENTS
Solicitation and Voting of Proxies......................................... 1
Expenses of Solicitation................................................... 2
Summary and Special Factors................................................ 3
The Proposal To Dissolve and Liquidate..................................... 7
Partnership Operations and Financial Conditions............................ 10
Reasons for Proposed Transaction.......................................... 11
Potential Benefits to the General Partner.................................. 12
Record Date, Voting and Security Ownership of Certain Beneficial
Owners and Management..................................................... 12
Dissenters' Rights......................................................... 13
Federal Income Tax Consequences............................................. 14
Description of Business.................................................... 15
Description of Property and Oil and Gas Reserves........................... 15
Valuation of Oil and Gas Reserves........................................... 15
Other Matters............................................................... 16
Documents Incorporated By Reference........................................ 17
2
<PAGE>
SUMMARY AND SPECIAL FACTORS
The following discussion 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 Special Meetings
Proposal to Dissolve and Liquidate the Partnerships:
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 Tables B and B-1), the magnitude of the
amounts owed by each Partnership to the General Partner (see Table 1 below and
"Selected Financial Data" attached as Table A), the Partnerships' inability to
distribute cash to their Limited Partners for more than five years, and the
ongoing costs of operating each Partnership (see "Partnership Operations and
Financial Conditions" below 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.
In light of the above-described circumstances, Limited Partners of
each Partnership will be asked to consider and vote upon the proposal to
dissolve and liquidate each Partnership in accordance with the provisions of its
Partnership Agreement. If the proposals are adopted, the assets will be sold and
the proceeds of sale allocated to the Partners' capital accounts. In connection
with the proposed liquidations, the General Partner will act as a "buyer of last
resort" for the Partnership properties; i.e., if no third-party bid is received
at or above the fair market value of a property (as determined by H. J. Gruy and
Associates, Inc. ("Gruy"), an independent petroleum consulting firm retained by
the Partnerships to appraise the Partnerships' properties), the General Partner
will purchase such property at such fair market value. Except in such cases, the
General Partner will not purchase any Partnership properties.
Due to the substantial amount of debt owed the General Partner by
each Partnership, it is likely that the consideration paid by the General
Partner for any Partnership properties so purchased by the General Partner will
be in the form of the partial discharge of this debt and that all the funds
raised in the liquidation will be used to satisfy this debt. Therefore, it is
unlikely that the Limited Partners will receive cash or other tangible
consideration from these transactions.
If the Partnerships are not liquidated and dissolved pursuant to the
proposed plans of dissolution and liquidation described herein, the General
Partner will likely withdraw as general partner of the Partnerships. If the
General Partner does withdraw, the Partnership Agreement of each Partnership
permits the Limited Partners of each Partnership to reconstitute and continue
the business of such Partnership, but this right requires the consent of a
majority of the outstanding Units within ninety (90) days after the notice of
withdrawal. In light of the poor financial condition and prospects of each
Partnership, the General Partner believes that it would be highly unlikely that
a substitute general partner could be found who would be willing to fund the
ongoing administrative and operating expenses of the Partnerships. If the
Partnerships are not
3
<PAGE>
reconstituted, they will dissolve effective on the ninetieth day after the
notice of withdrawal has been sent, but the Partnerships will not be terminated
until the assets of the Partnerships have been disposed of.
The primary benefits to the Limited Partners of the proposed
dissolutions are the potential to realize favorable tax consequences (see
"Federal Income Tax Consequences" below), the waiver by the General Partner of
the capital account deficits of the Limited Partners (see "The Proposal to
Dissolve and Liquidate" below) and the General Partner's willingness to act as
"buyer of last resort." The primary benefits to the General Partner would be the
satisfaction, in whole or in part, of the Partnerships' indebtedness to the
General Partner and relief from the ongoing administrative and operating
expenses incurred by the General Partner on behalf of the Partnerships, which
the Partnerships have no ability to repay.
The General Partner considered various alternatives to liquidation,
including consolidating the Partnerships with other partnerships managed by the
General Partner and continuing to manage the Partnerships on an ongoing basis.
However, the Board of Directors of the General Partner has unanimously approved
the proposed dissolutions and liquidations as being fair and in the best
interests of the Limited Partners based on the following factors, in order of
their significance: (i) each Partnership's poor financial condition and
prospects, (ii) the potential of the Limited Partners to realize favorable tax
consequences, (iii) the General Partner's willingness to act as a "buyer of last
resort" at the estimated fair market values of the Partnerships' properties as
estimated by Gruy (even if all of a Partnership's indebtedness to the General
Partner has been satisfied out of proceeds of earlier property sales) and (iv)
the waiver of the General Partner's right to require Limited Partners to restore
their capital account deficits. These factors are discussed in detail under the
captions "Partnership Operations and Financial Conditions," "Federal Income Tax
Consequences," "The Proposal to Dissolve and Liquidate," "Reasons for the
Proposed Transactions" and "Valuation of Oil and Gas Reserves" below.
Person Soliciting Proxies.... Enex Resources Corporation (the "General
Partner")
Date of Special Meetings..... December 30, 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........................ November 24, 1995
Class of Securities Entitled
to Vote.......................... Limited Partnership Interests in each
Partnership
<TABLE>
<CAPTION>
Enex Oil & Gas Income Program
Units of Limited Partnership Interest II-1, L.P. II-2, L.P. II-3, L.P. II-4, L.P.
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Outstanding on the Record Date and Entitled to Vote* 20,796 19,914 13,094 11,580
Number of Limited Partners ........ 669 1,153 1,254 409
<PAGE>
4
Units of Limited Partnership Interest Beneficially
Owned by the General Partner .... 9,291 9,367 6,212 5,252
Percentage Interest Beneficially Owned by the
General Partner ................. 44.6765% 47.0504% 47.4442% 45.3574%
Percentage of Remaining Limited Partnership Interests
Needed to Approve the Proposal .. 5.3236% 2.9497% 2.5559% 4.6427%
Fair Market Value of Assets** ..... $271,068 $236,207 $220,611 $194,058
</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.
** The fair market value of each Partnership was determined by H.J. Gruy and
Associates, Inc. as of June 30, 1995, as described below in "Description of
Property and Oil and Gas Reserves".
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 Unitholders of each Partnership. In addition to
the capital loss, each Partnership will have a net operating loss from the
Partnership's current year of operation which will be deductible by the
Unitholders.
If the consideration received in liquidation is equal to the estimated
fair market value of the assets of a Partnership, the General Partner believes
the Unitholders will have a 1995 tax loss per $500 Unit of limited partnership
interest outstanding approximately equal to the amounts shown below:
<TABLE>
<CAPTION>
1995 Loss
Per $500 Unit
-------------
<S> <C> <C>
Enex Oil & Gas Income Program II-1, L.P. $ 153.02
Enex Oil & Gas Income Program II-2, L.P. $ 159.94
Enex Oil & Gas Income Program II-3, L.P. $ 158.42
Enex Oil & Gas Income Program II-4, L.P. $ 149.83
</TABLE>
Unitholders may also have suspended passive losses from prior years
which may be utilized in the current year to offset income from other sources.
5
<PAGE>
The following amounts per $500 Unit of limited partnership interest
outstanding indicate the passive loss generated prior to 1995 which a Unitholder
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 $500 Unit
-------------
<S> <C> <C>
Enex Oil & Gas Income Program II-1, L.P. $ 105.43
Enex Oil & Gas Income Program II-2, L.P. $ 91.74
Enex Oil & Gas Income Program II-3, L.P. $ 79.50
Enex Oil & Gas Income Program II-4, L.P. $ 84.16
</TABLE>
Quantitative information regarding each Partnership's oil and gas
reserves is included in Item 2 of each Partnership's 1994 Form 10-KSB
accompanying this Proxy Statement and in Tables B, B-1, C and D attached hereto.
Included in this information are fair market valuations of the properties of
each Partnership 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 was selected by the General Partner for this task
based upon its reputation, experience and expertise in this area. In 1995 and
1994, Enex Oil & Gas Income Program II-1, L.P., II-2, L.P., II-3, L.P., and
II-4, L.P. paid Gruy a total of $2,500 and $2,967, respectively, in fees for
annual reserve report valuations. In 1995, these Partnerships paid Gruy a total
of $1,989 for the fair market valuations described in this Proxy Statement. In
addition, Gruy has received compensation from the General Partner and other
limited partnerships of which Enex is the general partner during the past two
years in the aggregate amount of $123,398.
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 Gruy's reserve estimates
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
the following discount factors for risk, location, type of ownership interest,
operational characteristics and other factors: for proved developed producing
reserves, 25% to 33 1/2%; for proved developed nonproducing reserves, 42% to
47%. See "Valuation of Oil and Gas Reserves" and Table B-1 below. Gruy allocated
the estimates among the Partnerships on a pro-rata basis in accordance with
their respective ownership interests in each of the properties evaluated. See
Tables C and D. The resulting value for each Partnership is included in Table 1
and in Table B and is labelled Fair Market Value of Oil and Gas Reserves.
No instructions were given and no limitations were imposed by the
General Partner on the scope of or methodology to be used in preparing the fair
market valuations by Gruy. The fair market valuation report prepared by Gruy is
available for inspection and copying at the office of the General Partner during
regular business hours by any interested Limited Partner or his representative
who has been so designated in writing. A copy of such report will be mailed to
any interested Limited Partner or his representative upon written request.
6
<PAGE>
The Proposal To Dissolve and Liquidate
At the Special Meetings, the Limited Partners of each Partnership will
be asked to consider and vote upon a 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. These costs are estimated to
be approximately $6,216, $6,776, $6,742, and $4,290, for 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.,
respectively, with the principal expenses being legal fees incurred in
connection with the preparation of the Proxy Statement and related materials,
solicitation expenses, printing costs and Gruy's appraisal fees. 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. According to the Partnership Agreements, such
proceeds of all sales and remaining assets are to be 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"), which are immaterial in amount, 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 (currently each of the Partnerships owes the
General Partner an amount in excess of the estimated fair market value of its
assets); 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 positive
balances in their respective capital accounts, with the effect of bringing such
capital accounts to zero. However, each Limited Partner's capital account has a
negative balance equal to the number of Units owned multiplied by the following
amounts:
<TABLE>
<CAPTION>
Negative Capital
Account Balance
Per $500 Unit
-------------
<S> <C> <C>
Enex Oil & Gas Income Program II-1, L.P. $ 1.76
Enex Oil & Gas Income Program II-2, L.P. $ 3.71
Enex Oil & Gas Income Program II-3, L.P. $ 2.28
Enex Oil & Gas Income Program II-4, L.P. $ 2.18
</TABLE>
Although the provisions of the Partnership Agreements require each
Partner to restore any deficit in his or her capital account upon liquidation of
a Partnership, the General Partner has elected to forego its right to require
the Limited Partners to repay such amounts in connection with the proposed
dissolutions described in this Proxy Statement.
7
<PAGE>
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 Tables B, B-1 and C for quantitative information
regarding proved oil and gas reserves, estimated future net cash flows, and
discounted future net cash flows of each Partnership's oil and gas reserves as
of June 30, 1995 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.
Gruy has also prepared a fair market valuation as of June 30, 1995 for
every oil and gas property owned by each Partnership (see Table 1 below and
Table B-1). 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. Every reasonable effort will be made by the
General Partner to sell the Partnerships' properties for the highest possible
price. Qualified potential buyers will be sought out, informed of the
availability of the properties for purchase, and distributed a sales brochure.
These qualified potential buyers will include, but not be limited to, operators
of the properties, other non-operating owners of the properties, and companies
and/or persons known to own or be interested in owning the types of properties
available.
The General Partner will not bid on any Partnership properties but
will prepare a bid package to be furnished to potential purchasers. The bid
packages will include sufficient information for prospective bidders to
reasonably determine values for the properties. A copy of the bid package will
be mailed to any Unitholder who notifies the General Partner that he or she is
interested in bidding on any Partnership properties. Additional data will be
available in the data room set up at the General Partner's office whereby
potential bidders will be able to review in detail the General Partner's records
and files pertaining to the properties. In addition, pursuant to the provisions
of the Texas Revised Uniform Limited Partnership Act (the "Texas Act"), each
Partnership is required to make available certain information to Limited
Partners at such Partnership's principal office, including such information
regarding the business, affairs and financial condition of such Partnership as
is just and reasonable for the Limited Partners to examine and copy. Sale at
public auction will also be considered, especially in the case of smaller
working and royalty interests and/or lower valued properties. At all times, and
in particular in effectuating the proposed plans of liquidation if approved, the
General Partner has acted and will continue to act in accordance with its
fiduciary duties as a general partner of a limited partnership governed by the
Texas Act and applicable common law principles.
In all cases, each Partnership property will be sold for the highest
possible price. In cases where the highest third party bid for a property is
less than its fair market value as determined by Gruy, the General Partner will
purchase the property at such fair market value. Thus, the General Partner will
act as a "buyer of last resort". Accordingly, as shown in Table 1 below, the
minimum amount to be received by each Partnership for its oil and gas properties
is $259,689 for Partnership II-1, L.P.; $226,260 for Partnership II- 2, L.P.;
$207,390 for Partnership II-3, L.P.; and $181,104 for Partnership II-4, L.P.
Until such time as a Partnership's total indebtedness has been discharged in
full, the consideration paid by the General Partner for any properties of such
Partnership purchased by the General Partner shall be in the form of
satisfaction of such indebtedness. At such time as a Partnership's indebtedness
has been discharged in full, the General Partner's purchase of such properties
from such Partnership as buyer of last resort will be for cash. In addition, all
cash proceeds of the proposed liquidations up to the amount of the indebtedness
of each
8
<PAGE>
Partnership will be distributed in accordance with the liquidation provisions of
the Partnership Agreements described above (i.e., used to retire such
indebtedness).
The Partnership Agreements permit the General Partner to purchase
Partnership properties following dissolution by matching the highest bona-fide
third-party offer received. In order to avoid the appearance of potential
conflicts of interest, however, the General Partner has elected to forego this
right in connection with the proposed dissolutions to be voted upon at the
Special Meetings.
For additional information concerning the Partnerships' properties ,
see "Description of Property and Oil and Gas Reserves" below.
<TABLE>
<CAPTION>
Table 1
Enex Oil & Gas Income Program
-----------------------------
II-1, L.P. II-2, L.P. II-3, L.P. II-4, L.P.
---------- ---------- ---------- ----------
Fair Market Value of
Oil and Gas Reserves (1)
Property Name:
<S> <C> <C> <C> <C>
East Seven Sisters ........... $ 203,825 $ 212,350 $ 133,610 $ 110,360
Comite A ..................... 53,500 13,910 12,840 9,630
NW Esperance Pt. B&C ......... 2,364 -- -- --
Newport ...................... -- -- 24,600 24,600
Blair ........................ -- -- 8,200 10,250
Hanson ....................... -- -- 28,140 26,264
--------- --------- --------- ---------
Total ........................... 259,689 226,260 207,390 181,104
Cash on hand (2) .................. 356 1,105 351 984
Accounts Receivable (2) ........... 10,322 8,842 12,545 11,645
Other Assets (2) .................. 701 -- 325 325
--------- --------- --------- ---------
Fair Market Value of Assets ....... 271,068 236,207 220,611 194,058
Less:
Liability to General Partner 330,512 270,916 231,507 256,707
Liability to others (2) .... 966 2,066 2,104 2,268
--------- --------- --------- ---------
Partnership Net (Deficit) ......... ($ 60,410) ($ 36,775) ($ 13,000) ($ 64,917)
========= ========= ========= =========
<FN>
(1) The fair market value of each Partnership was determined by H.J. Gruy and Associates, Inc. as of
June 30, 1995, as described below in "Description of Property and Oil and Gas Reserves" and
"Valuation of Oil and Gas Reserves".
(2) Assets and liabilities per each Partnership's respective Form 10-QSB as
of June 30, 1995.
</FN>
</TABLE>
As shown above, the estimated fair market value of each Partnership's
oil and gas reserves and other assets is less than the outstanding debt owed by
each Partnership to the General Partner. This may result in the General Partner
acquiring all of the assets of each Partnership without the payment of
consideration other than the discharge of its indebtedness to the General
Partner. If no bids for Partnership properties at or above
9
<PAGE>
their estimated fair market value are received, the General Partner will
purchase such properties from each Partnership at such values in consideration
for the discharge of Partnership indebtedness to the General Partner. The
indebtedness to the General Partner that will remain following such purchases
will be as follows:
<TABLE>
<CAPTION>
................................. Enex Oil & Gas Income Program
-------------------------------------------------
II-1, L.P. II-2, L.P. II-3, L.P. II-4, L.P.
-------------------------------------------------
<S> <C> <C> <C> <C>
Indebtedness ...................... $60,410 $36,775 $13,000 $64,917
</TABLE>
In any event, if the amount owed the General Partner by each Partnership is not
fully satisfied from proceeds received from property sales to third parties
and/or to the General Partner, such indebtedness of each Partnership will be
forgiven by the General Partner. See "Federal Income Tax Consequences" below for
a description of the tax consequences related to the forgiveness of this debt.
Although permitted to do so by the Partnership Agreements, the General
Partner will not distribute any Partnership assets in kind. As described above,
however, the General Partner may purchase Partnership properties pursuant to the
proposed Partnership liquidations in exchange solely for the discharge of
Partnership indebtedness to the General Partner when acting as "buyer of last
resort".
To the General Partner's knowledge, consummation of the proposal is
not subject to compliance with any federal or state regulatory requirements
other than those applicable to the solicitation of proxies pursuant to this
Proxy Statement. Following approval of the proposed dissolution and liquidation
of the Partnerships, the registration of the Limited Partnership Interests of
the Partnerships under Section 12(g) of the Exchange Act and the Partnerships'
obligations to file reports pursuant to Section 15(d) of the Exchange Act will
terminate.
After considering each Partnership's poor financial condition and
prospects, the potential to realize favorable tax consequences (see "Federal
Income Tax Consequences"), the waiver of the General Partner's right to require
Limited Partners to restore their capital account deficits and the General
Partner's willingness to act as "buyer of last resort" (even if all of a
Partnership's indebtedness to the General Partner has been satisfied out of the
proceeds of earlier property sales), the Board of Directors of the General
Partner has unanimously approved the proposed transactions as being fair and in
the best interests of the Limited Partners.
Partnership Operations and Financial Conditions
Enex Oil & Gas Income Program II - 1, L.P.
Cash flow provided by operating activities for the six months ended
June 30, 1995 was $1,545. The Partnership was unable to make any payments on the
principal balance owed to the General Partner. The amount owed the General
Partner increased by $10,618 during that period to more than $330,000.
Enex Oil & Gas Income Program II - 2, L.P.
Cash flow provided by operating activities for the six months ended
June 30, 1995 was $1,672. The Partnership was unable to make any payments on the
principal balance owed to the General Partner. The amount owed the General
Partner increased by $10,471 during that period to more than $270,000.
10
<PAGE>
Enex Oil & Gas Income Program II - 3, L.P.
Cash flow provided by operating activities for the six months ended
June 30, 1995 was $4,229. The Partnership was unable to make any payments on the
principal balance owed to the General Partner. The amount owed the General
Partner increased by $8,012 during that period to more than $231,000.
Enex Oil & Gas Income Program II - 4, L.P.
Cash flow provided by operating activities for the six months ended
June 30, 1995 was $1,385. The Partnership was unable to make any payments on the
principal balance owed to the General Partner. The amount owed the General
Partner increased by $6,864 during that period to more than $256,000.
All Partnerships
It does not appear that even a significant increase in oil and gas
prices would generate sufficient cash flow for the Partnerships to pay their
operating and administrative expenses and repay their debt obligations. The
Partnerships have deficits in their Partners' capital accounts and under
generally accepted accounting principles are insolvent. Only if oil and gas
prices were to more than double would any of the Partnerships be able to cover
their ongoing administrative and operating expenses and begin to pay down their
outstanding indebtedness to the General Partner. The General Partner believes
that an increase in oil and gas prices of this magnitude is extremely unlikely
anytime in the foreseeable future.
Reasons For Proposed Transactions
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 Tables B and B-1), the magnitude of the
amounts owed by each Partnership to the General Partner (see Table 1 above and
"Selected Financial Data" attached as Table A), the Partnerships' inability to
distribute cash to their Limited Partners for more than five years, 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. As shown in Tables 1, A
and B, the fair market value of each Partnership's oil and gas reserves at June
30, 1995, as determined by Gruy, is less than the outstanding debt owed by each
Partnership to the General Partner. 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 1 ), and
that the Partners would receive little or no value in a consolidation, and
that future cash distributions to the Partners are unlikely.
If the Partnerships are not liquidated and dissolved pursuant to the
proposed plans of dissolution and liquidation described herein, the General
Partner will likely withdraw as general partner of the Partnerships. If the
General Partner does withdraw, the Partnership Agreement of each Partnership
permits the Limited Partners of each Partnership to reconstitute and continue
the business of such Partnership, but this right requires the consent of a
majority of the outstanding Units within ninety (90) days after the notice of
withdrawal. In light of the poor financial condition and prospects of each
Partnership, the General Partner believes that it would be highly unlikely that
a substitute general partner could be found who would be willing to fund the
ongoing administrative and operating expenses of the Partnerships. If the
Partnerships are not reconstituted, they will dissolve effective on the
ninetieth day after the notice of withdrawal has been sent, but the Partnerships
will not be terminated until the assets of the Partnerships have been disposed
of.
11
<PAGE>
The General Partner considered various alternatives to liquidation,
including consolidating the Partnerships with other partnerships managed by the
General Partner and continuing to manage the Partnerships on an ongoing basis.
However, for the reasons mentioned above and the benefits the Limited Partners
will derive from approval of the proposed dissolutions, as described under "The
Proposal to Dissolve and Liquidate", the General Partner has determined that it
is in the best interests of the Limited Partners to dissolve and liquidate the
Partnerships.
Potential Benefits to the General Partner
Enex owns by far the largest limited partnership interest in each
Partnership (see "Record Date, Voting and Security Ownership of Certain
Beneficial Owners and Management"). If the proposed dissolutions are approved
Enex will participate as a Limited Partner to the extent of its limited
partnership interest in the consequences of the liquidation in the same manner
as all other Limited Partners.
As General Partner, Enex will benefit from the proposed transactions
by collecting all or a portion of the amounts owed to it by each Partnership
upon the sale of each such Partnership's properties, either in the form of the
cash proceeds of such sales or, as buyer of last resort, the receipt of
Partnership properties in exchange for the discharge of Partnership indebtedness
to the General Partner. Also, upon the liquidation of the Partnerships, the
General Partner will cease to incur the ongoing expenses of administering and
operating the Partnerships. Actual administrative expenses paid by the General
Partner for each Partnership in 1994 and the first six months of 1995, as well
as estimates of such expenses for 1995 and 1996, are set forth in Table E.
Expenses associated with the Partnerships' reporting obligations under the
Securities and Exchange Act of 1934, as amended, the preparation of annual tax
reports, and annual audits, comprise a significant portion of such
administrative expenses. As discussed above, the amounts owed the General
Partner by each Partnership have increased since December 31, 1994. The
liquidation and dissolution of the Partnerships will prevent these liabilities
from increasing further and reduce the General Partner's risk that the
receivables from each Partnership are/or may in the future become uncollectible.
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):
<TABLE>
<CAPTION>
Number of
Units
---------
<S> <C> <C>
Enex Oil & Gas Income Program II-1, L.P. 20,796
Enex Oil & Gas Income Program II-2, L.P. 19,914
Enex Oil & Gas Income Program II-3, L.P. 13,094
Enex Oil & Gas Income Program II-4, L.P. 11,580
</TABLE>
From January 1, 1993 to the date hereof, the General Partner has
purchased an aggregate of 2,282.70, 2,690.94, 1,334.14 and 1,186.76 Units of
Limited Partnership Interest 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., respectively (including
approximately 22 such Units during the past sixty (60) days), at an average
purchase price per Unit of $1.39, $3.83, $4.97, and $.80, respectively, in
accordance with its annual offer to repurchase such interests as required by the
Partnership Agreements.
12
<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>
Enex Oil and Gas Income Program
-------------------------------
II-1, L.P. II-2, L.P. I-3, L.P. II-4, L.P.
---------- ---------- --------- ----------
<S> <C> <C> <C> <C>
Units Beneficially Owned by the General Partner .... 9,291 9,367 6,212 5,252
Percentage Beneficially Owned by the General Partner 44.6765% 47.0504% 47.4442% 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 Units
they own in favor of the proposal. Therefore, for each Partnership, if the
following percentages of the outstanding Units are voted by other Limited
Partners in favor of the proposal, it will be approved:
<TABLE>
<CAPTION>
Percentage of Units
Needed to Approve
Proposal
-------------------
<S> <C> <C>
Enex Oil & Gas Income Program II-1, L.P. 5.3236%
Enex Oil & Gas Income Program II-2, L.P. 2.9497%
Enex Oil & Gas Income Program II-3, L.P. 2.5559%
Enex Oil & Gas Income Program II-4, L.P. 4.6427%
</TABLE>
Information regarding transactions between the Partnerships and the
General Partner is hereby incorporated by reference to Item 7 - Financial
Statements and Supplemental Data to each Partnerships Annual Report on Form
10-KSB for the years ended December 31, 1994 and 1993 and to Item 1 - Financial
Statements of each Partnership's Quarterly Reports on Form 10-QSB for the
quarters ended March 31, 1995, June 30, 1995 and September 30, 1995.
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.
13
<PAGE>
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 Unitholders of each Partnership. In addition to
the capital loss, each Partnership will have a net operating loss from the
Partnership's current year of operation which will be deductible. The
forgiveness of any indebtedness by the General Partner will constitute ordinary
income to the Unitholders of such Partnership; however, even with this income,
the General Partner anticipates that each Partnership will have a net operating
loss for 1995.
If the consideration received in liquidation is equal to the estimated
fair market value of the Partnerships' assets, the General Partner believes that
the Unitholders will have a 1995 loss (net of forgiveness of debt) per $500 Unit
of limited partnership interest outstanding approximately equal to the amounts
shown below:
<TABLE>
<CAPTION>
1995 Loss
Per $500 Unit
-------------
<S> <C> <C>
Enex Oil & Gas Income Program II-1, L.P. $ 153.02
Enex Oil & Gas Income Program II-2, L.P. $ 159.94
Enex Oil & Gas Income Program II-3, L.P. $ 158.42
Enex Oil & Gas Income Program II-4, L.P. $ 149.83
</TABLE>
Unitholders 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 Unitholder
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 $500 Unit
-------------
<S> <C> <C>
Enex Oil & Gas Income Program II-1, L.P. $ 105.43
Enex Oil & Gas Income Program II-2, L.P. $ 91.74
Enex Oil & Gas Income Program II-3, L.P. $ 79.50
Enex Oil & Gas Income Program II-4, L.P. $ 84.16
</TABLE>
To calculate a Unitholder'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 Unitholder'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 Unitholder will depend on the
Unitholder's own tax circumstances. No legal opinion concerning the tax
consequences of the proposed transactions has been obtained by the General
Partner. The foregoing discussion of the potential federal income tax
consequences of the proposed liquidation of the Partnerships has been prepared
by Robert E. Densford, Vice President-Finance, Secretary and Treasurer of the
General Partner and James A. Klein, Controller of the General Partner, both of
whom are certified public accountants. NEVERTHELESS, EACH UNITHOLDER SHOULD
CONSULT HIS OR HER OWN TAX ADVISER WITH RESPECT TO THE TAX CONSEQUENCES OF THE
PROPOSED TRANSACTIONS.
14
<PAGE>
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
Uniform 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 accompanying this Proxy Statement.
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 accompanying this Proxy Statement and
in Table D. Certain oil and gas property reserve information is also included in
Tables B, B-1 and C attached hereto. Included in this information are fair
market valuations of the properties of each Partnership 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 was selected
by the General Partner for this task based upon its reputation, experience and
expertise in this area. Gruy is an international petroleum consulting firm with
offices in Houston and Dallas, Texas. Their staff includes petroleum engineers
and geology consultants. Services they provide include reserve estimates, fair
value appraisals, geologic studies, expert witness testimony and arbitration.
Valuation of Oil and Gas Reserves
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 the assumptions
regarding price and cost escalations set forth below, applied a 10% discount
factor for time and the following discount factors for risk, location, type of
ownership interest, operational characteristics and other factors as follows:
Gruy applies a 25% discount factor to all proved developed oil and gas reserves,
including all of the Partnership properties, to reflect the risk inherent in
estimating such reserves and that associated with an investment therein. Gruy
may further discount the value of oil and gas reserves to the extent it
determines appropriate based on its consideration of the particular location,
type of interest, category of reserves and operational characteristics of such
reserves.
To the 25% discount factor mentioned above, Gruy applied the following
additional discount factors: (i) between 8% and 9% to the proved developed
producing reserves in the Blair, Comite A, Hanson, Newport and NW Esperance Pt.
B & C properties; (ii) approximately 17% to the proved developed nonproducing
reserves in the Hanson property; and (iii) approximately 22% to the proved
developed nonproducing reserves in the East Seven Sisters property. An
additional discount was applied to the proved developed producing reserves in
all Partnership properties other than East Seven Sisters because these
properties consist of working interests which are burdened by operating costs,
whereas the East Seven Sisters property consists of an overriding royalty
interest that is free and clear of such costs. The proved developed nonproducing
reserves in the East Seven Sisters property were discounted an additional 22%
from the 25% base discount to reflect the risk that such reserves may have been
drained by competing wells and may not be developed by the operator of the
property in a timely manner. The proved developed nonproducing reserves in the
Hanson property, on the other hand, were only discounted an additional 17%
because the development costs to
15
<PAGE>
recover these nonproducing reserves are estimated to be minimal. See Table B-1.
Gruy allocated the estimates among the Partnerships on a pro-rata basis in
accordance with their respective ownership interest in each of the properties
evaluated. See Tables C and D. The resulting value for each Partnership is
included in Table 1 and 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 ranging from
$1.50 per mcf to $1.90 per mcf, 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.
For the estimation of the fair market value of oil and gas properties,
there are basically two approaches; namely, the income approach and the market
data approach. The income approach requires the estimation of reserves,
identification of their categories (proved, probable and possible), a detailed
cash flow projection and the proper application of risk factors. The market data
approach utilizes comparable sales of properties in the area. The fair market
value was estimated using the income approach as opposed to the market data
approach because it is difficult to identify sales of oil and gas properties
that are comparable in net reserves, product prices, location, operating
expenses and operator expertise. For the proved producing properties, the
discounted future net revenue was reduced to a fair market value by multiplying
by a suitable fraction that accounts for the risk associated with an investment.
For proved developed non-producing reserves, a suitable risk factor is applied
and the present value of the capital investment required to initiate production
is subtracted from that value. This approach assumes that the capital is
invested with certainty and the resulting cash flow stream is burdened with the
uncertainty. In all cases, the payout time and the
internal rate-of-return for each fair market value estimate were computed and
compared with that which a rational investor would expect.
OTHER MATTERS
Other Business
As of the date of this Proxy Statement, the only business which the
General Partner intends to present at the Special 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 Special Meetings. If
other business consisting of matters of which the General Partner has no current
knowledge or matters incident to the conduct of a Special Meeting is brought
before a Special Meeting, the persons named in the enclosed form of proxy will
vote according to their discretion.
Representatives of Deloitte & Touche LLP are expected to be present at
the Special Meetings. They will have the opportunity to make a statement if they
so desire and will be available to respond to appropriate questions.
16
<PAGE>
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.
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, June 30, 1995 and September
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; and Item 7-Financial Statements and Supplementary Data.
The following sections of the Quarterly Reports on Form 10-QSB are specifically
incorporated herein by reference: 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
17
<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>
<TABLE>
<CAPTION>
TABLE B-1
---------
ENEX OIL & GAS INCOME PROGRAM II-1, L.P.
----------------------------------------
RESERVE TYPE OF DISCOUNTED (@ 10%) DISCOUNT FAIR MARKET
PROPERTY NAME Category(1) Interest(2) Net Cash Flows Factors(3) Value
- ------------- ----------- ----------- ----------------- ---------- -----------
<S> <C> <C> <C> <C> <C>
East Seven Sisters ............ PDP ORRI $119,221 .75004 $ 89,420
PDNP ORRI 214,933 .53228 114,405
--------
Subtotal ............. $203,825
Comite A ...................... PDP WI $ 80,144 .66755 $ 53,500
NW Esperance Pt. B&C .......... PDP WI $ 3,558 .66442 $ 2,364
--------
TOTAL $259,689
========
</TABLE>
<TABLE>
<CAPTION>
ENEX OIL & GAS INCOME PROGRAM II-2, L.P.
----------------------------------------
RESERVE TYPE OF DISCOUNTED (@ 10%) DISCOUNT FAIR MARKET
PROPERTY NAME CATEGORY(1) INTEREST(2) NET CASH FLOWS FACTORS(3) VALUE
- ------------- ----------- ----------- ------------------ ---------- -----------
<S> <C> <C> <C> <C> <C>
East Seven Sisters ............ PDP ORRI $124,207 .75004 $ 93,160
PDNP ORRI $223,923 .53228 $119,190
--------
Subtotal ............. $212,350
Comite A ...................... PDP WI $ 20,837 .66756 $ 13,910
--------
TOTAL $226,260
=========
</TABLE>
<TABLE>
<CAPTION>
ENEX OIL & GAS INCOME PROGRAM II-3, L.P.
----------------------------------------
RESERVE TYPE OF DISCOUNTED (@ 10%) DISCOUNT FAIR MARKET
PROPERTY NAME CATEGORY(1) INTEREST(2) NET CASH FLOWS FACTORS(3) VALUE
- -------------- ----------- ----------- ------------------ ---------- -----------
<S> <C> <C> <C> <C> <C>
East Seven Sisters ............ PDP ORRI $ 78,151 .75004 $ 58,616
PDNP ORRI $140,892 .53228 $ 74,994
-------- ------ --------
Subtotal ............. $133,610
Comite A ...................... PDP WI $ 19,235 .66753 $ 12,840
Newport ....................... PDP WI $ 36,980 .66522 $ 24,600
Blair ......................... PDP WI $ 12,338 .66461 $ 8,200
Hanson ........................ PDP WI $ 23,347 .66818 $ 15,600
PDNP $ 20,537 .61061 $ 12,540
--------
Subtotal ............. $ 28,140
--------
TOTAL $207,390
========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENEX OIL & GAS INCOME PROGRAM II-4, L.P.
----------------------------------------
RESERVE TYPE OF DISCOUNTED (@ 10%) DISCOUNT FAIR MARKET
PROPERTY NAME CATEGORY(1) INTEREST(2) NET CASH FLOWS FACTORS(3) VALUE
----------- ----------- ------------------ ---------- -----------
<S> <C> <C> <C> <C> <C>
East Seven Sisters ............ PDP ORRI $ 64,551 .75004 $ 48,416
PDNP $116,375 .53228 $ 61,944
-------- ------ --------
Subtotal ............. $110,360
Comite A ...................... PDP WI $ 14,426 .66754 $ 9,630
Newport ....................... PDP WI $ 36,980 .66522 $ 24,600
Blair ......................... PDP WI $ 15,423 .66459 $ 10,250
Hanson ........................ PDP WI $ 21,791 .66817 $ 14,560
PDNP $ 19,167 .61063 $ 11,704
---------
Subtotal ............. $ 26,264
---------
TOTAL $ 181,104
=========
<FN>
(1) PDP = PROVED DEVELOPED PRODUCING RESERVES
PDNP = PROVED DEVELOPED NONPRODUCING RESERVES
(2) WI = WORKING INTEREST
ORRI = OVERRIDING ROYALTY INTEREST
(3) DISCOUNT FACTORS WERE DETERMINED BY H.J. GRUY AND ASSOCIATES AND CONSIDER RISK, LOCATION,
TYPE OF INTEREST, CATEGORY OF RESERVES AND OPERATIONAL CHARACTERISTICS OF EACH PROPERTY.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
TABLE C
PROPERTY DETAIL
Working Interest % Revenue Interest %
Acqui- --------------------------- ---------------------------
tion State FIELD Operator Name Well Name Type II-1 II-2 II-3 II-4 11-1 11-2 11-3 11-4
- ----- ----- ----- ------------- --------- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Blair TX WWW Blair Operating Schenecker
Company Trust 01 OIL 4.85414 6.06768 3.64060 4.55076
Blair TX WWW Blair Operating Schenecker
Company Trust 02 OIL 4.85414 6.06768 3.64060 4.55076
Blair TX WWW Blair Operating Schenecker
Company Trust 03 OIL 4.85414 6.06768 3.64060 4.55076
Blair TX WWW Blair Operating
Company Mathews 01 OIL 5.00000 6.25000 3.75000 4.68750
Blair TX WWW Blair Operating
Company Mathews 02 OIL 5.00000 6.25000 3.75000 4.68750
Blair TX WWW Blair Operating
Company Gaddie 03 OIL 4.76562 5.95703 3.74984 4.68730
Blair TX WWW Blair Operating
Company Gaddie 04 OIL 4.76562 5.95703 3.74984 4.68730
Blair TX WWW Blair Operating
Company Gaddie 05 OIL 4.76562 5.95703 3.74984 4.68730
Blair TX WWW Blair Operating
Company Gaddie 06 OIL 4.76562 5.95703 3.74984 4.68730
Comite A TX Comite TGX Operating
Company Starkey 01 GAS 1.18983 0.30935 0.28556 0.21417
Comite A TX Comite TGX Operating
Company Sinclair 01 GAS 2.52911 0.65757 0.60699 0.45524
Comite A TX Comite TGX Operating
Company Cobb 01 GAS 0.78069 0.20298 0.18737 0.14052
East TX Seven Vastar
Seven Sisters Resources Inc.
Sisters E Gorman J 02 GAS 2.25242 2.34635 1.47615 1.21979
East TX Seven Vastar
Seven Sisters Resources Inc.
Sisters E Gorman J 03 GAS 2.25242 2.36435 1.47615 1.21979
East TX Seven Vastar
Seven Sisters Resources Inc.
Sisters E Gorman J 04 GAS 2.25242 2.34635 1.47615 1.21979
East TX Seven Vastar
Seven Sisters Resources Inc.
Sisters E Gorman J 05 GAS 2.25242 2.34635 1.47615 1.21979
East TX Sevem Vastar
Seven Sisters Resources Inc.
Sisters E Gorman J 06 GAS 2.25242 2.34635 1.47615 1.21979
East TX Seven Vastar
Seven Sisters Resources Inc.
Sisters E Gorman J 07 GAS 2.25242 2.34635 1.47615 1.21979
East TX Seven Vastar
Seven Sisters Resources Inc.
Sisters E Gorman J 08 GAS 2.25242 2.34635 1.47615 1.21979
Hanson TX Coquat Hanson Minerals
Co. Meider 02 GAS 0.58660 0.54749 0.36360 0.33936
Hanson TX Coquat Hanson Minerals
Co. Meider 03 GAS 1.83999 1.71733 1.34954 1.25957
Hanson TX Coquat Hanson Minerals
Co. Maguglin 01 GU GAS 0.57075 0.53270 0.29734 0.27752
Hanson TX George Hanson Minerals
Buck Co. Aviators GU 01 GAS 0.01432 0.01337 0.12512 0.11678
Hanson TX George Hanson Minerals
Buck Co. Aviators GU 03 GAS 0.39219 0.36604 0.28679 0.26767
Hanson TX Hampton Hanson Minerals
Co. Arco Hampton 30 01OIL 3.12593 2.91753 3.00089 2.80083
Hanson TX Malo Hanson Minerals
Domingo Co. Samsel GU 01 GAS 0.27161 0.25351 0.20402 0.19041
Hanson TX Malo Hanson Minerals
Domingo Co. Gordon Talk GU 01 GAS 0.31089 0.29017 0.23027 0.21491
Hanson TX Malo Hanson Minerals
Domingo Co. Gordon Talk GU 02 GAS 0.62554 0.58383 0.46479 0.43381
Hanson TX Sanger S Hanson Minerals
Co. Sanger Heirs 391 01GAS 1.44972 1.35308 1.14063 1.06458
Hanson TX Sanger S Hanson Minerals
Co. Sanger Heirs 391 02GAS 1.44972 1.35308 1.14063 1.06458
Hanson TX Sanger S Hanson Minerals
Co. Sanger Heirs 391 04GAS 1.48500 1.38600 1.16838 1.09049
Hanson TX Sanger S Hanson Minerals
Co. Sanger Heirs 392 01(UT) GAS 1.48500 1.38600 1.16838 1.09049
Hanson TX Sanger S Hanson Minerals
Co. Sanger Heirs 392 01(LT) GAS 1.48500 1.38600 1.16838 1.09049
Newport TX Alexander Mineral Development
Inc. Cooper 01 OIL 1.26667 1.26667 0.99975 0.99975
Newport TX Candice Mineral Development
Inc. Shelton 83-1 GAS 2.77600 2.77600 2.08200 2.08200
Newport TX Grange Mineral Development
Inc. Grange A 01 OIL 0.80000 0.80000 0.65600 0.65600
Newport TX Grange Mineral Development
Inc. Grange A 02 OIL 0.80000 0.80000 0.65600 0.65600
Newport TX Grange Mineral Development
Inc. Grange D 01 OIL 0.16000 0.16000 0.13120 0.13120
Esperance LA Esperance El Toro Production
Pt B&C Pt. Co. Hogue A 04 El Toro OIL 4.67188 3.50390
Esperance LA Esperance El Toro Production
Pt B&C Pt. Co. Hogue A 04 El Toro OIL 4.67188 3.50390
Steamboat LA Bell City
East Apache Corp Derouen Lee GAS 0.12228 0.42328 0.19753 0.19753
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
TABLE D
GROSS AND NET PRODUCTIVE AND GAS WELLS
AS OF JUNE 30, 1995
PRODUCTIVE OIL WELLS(1) PRODUCTIVE GAS WELLS(1)
--------------------------- -----------------------------
NET WORKING NET WORKING NET
PARTNERSHIP GROSS INTEREST ROYALTY GROSS INTEREST ROYALTY
WELLS(2) WELLS WELLS WELLS(2) WELLS WELLS
<S> <C> <C> <C> <C> <C> <C>
Enex Oil & Gas Income Program II-1, L.P. .... 2 0.094 -- 12 0.021 0.204
Enex Oil & Gas Income Program II-2,L.P ..... 0 0.000 -- 11 -- 0.180
Enex Oil & Gas Income Program II-3,L.P ...... 16 0.518 -- 11 0.128 0.116
Enex Oil & Gas Income Program II-4, L.P. .... 16 0.625 -- 28 0.121 0.960
====== ======= ====== ===== ========= ======
TOTAL ....................................... 18 1.237 -- 24 0.270 1.460
====== ======= ====== ===== ========= ======
<FN>
(1) Productive wells are producing wells and wells capable of production,
including shut-in wells. A gross well is a well in which an interest is held.
The number of gross wells is the total number of wells in which an interest is
owned. A net working interest (W.I.) well is deemed to exist when the sum of the
fractional ownership interests in gross W.I. wells, equals one. The number of
net W.I. wells is the sum of the fractional interests owned in gross W.I. wells,
expressed as whole numbers and fractions thereof. A net royalty well is deemed
to exist when the sum of gross royalty wells equals one. The number of net
royalty wells is the sum of the frational interests owned in gross royalty
wells, expressed as whole numbers and fractions thereof.
(2) Totals for gross wells have been reduced to adjust for ownership by more
than one Partnership.
</FN>
</TABLE>
<TABLE>
<CAPTION>
GROSS AND NET PRODUCTIVE ACREAGE
AND UNDEVELOPED ACREAGE
DEVELOPED(1)
WORKING INTEREST DEVELOPED(1)
ACREAGE(2) ROYALTY ACREAGE(2)
---------------- ------------------
GROSS NET GROSS NET
PARTNERSHIP ACRES ACRES ACRES ACRES
<S> <C> <C> <C> <C> <C>
Enex Oil & Gas Income Program II-1,L.P ...... 720 17.29 3,038 42.06
Enex Oil & Gas Income Program II-2,L.P ...... -- -- 3,038 23.84
Enex Oil & Gas Income Program II-3,L.P ...... 5,458 63.97 2,958 16.78
Enex Oil & Gas Incoem Program II-4,L.P ...... 5,458 66.62 2,958 13.51
====== ====== ======= ======
TOTAL ....................................... 6,178 147.88 3,038 96.19
====== ====== ======= ======
<FN>
(1) Totals for gross acres have been reduced to adjust for ownership by more
than one Partnership.
(2) Developed acres are acres spaced or assigned to productive wells.
(3) A gross acre is an acre in which an interest is owned. The number of gross
acres is the total number of acres in which such interest is owned. A net
working interest acre is deemed to exist when the sum of fractional ownership of
working interests owned in gross acres equals one. The number of net working
interest acres is the sum of fractional working interests owned in gross acres
expressed as whole numbers and fractions thereof. A net royalty acre is deemed
to exist when the sum of fractional ownership of royalty interests owned in
gross acres equals one. The number of net royalty acres is the sum of fractional
royalty interests owned in gross acres expressed as whole numbers and fractions
thereof.
(4) The Partnerships have no undeveloped acreage.
<PAGE>
</FN>
</TABLE>
<PAGE>
<TABLE>
TABLE E
-------
General and Administrative Charges
----------------------------------
<CAPTION>
Enex Oil & Six Months Ended
Gas Income 1994 June 30, 1995 1995 Estimated 1996 Estimated
--------------- ---------------- ----------------- --------------
Program Direct Total Direct Total Direct Total Direct Total
Costs Costs Costs Costs
- ------- -------- ----- --------- ------ ------ ----- ------ ------
(1) (1) (1) (1)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
II - 1, LP $6,332 $20,677 -- $ 6,731 $6,332 $19,794 $6,965 $20,427
II - 2, LP $7,044 $17,964 -- $ 5,526 $7,044 $18,096 $7,748 $18,800
II - 3, LP $7,650 $24,841 -- $ 8,255 $7,650 $24,160 $8,415 $24,925
II - 4, LP $6,559 $23,897 -- $ 7,740 $6,559 $22,039 $7,215 $22,695
<FN>
(1) Direct costs consist of tax preparation, audit and Securities Exchange
Commission filing fees.
</FN>
</TABLE>
<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.
27
<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
28
