SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported) August 20, 1998
MIDDLE BAY OIL COMPANY, INC.
(Exact name of registrant as specified in its charter)
Alabama 0-21702 63-1081013
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1221 Lamar, Suite 1020, Houston, Texas 77010
(Address of principal executive offices)
Registrant's telephone number, including area code (713) 759-6808
N/A
(Former name or former address, if changed since last report)
ITEM 5 -- OTHER EVENTS
Enex Resources Corporation ("Enex"), a majority-owned subsidiary of Middle
Bay Oil Company, Inc. ("Middle Bay"), held and completed its special meeting
of shareholders on August 20, 1998 at the principal offices of Enex, 1221
Lamar Street, Suite 1020, Houston, Texas 77010. At the meeting, Middle Bay
voted its shares against approval of the merger between Enex and Middle Bay
(the "Merger"). Middle Bay and Enex had previously agreed to terminate the
merger agreement due to recent adverse economic conditions.
A registration statement filed with the Securities and Exchange Commission
by Middle Bay and Enex relating to the Merger became effective on July 17,
1998 (the "Registration Statement").
ITEM 7 -- FINANCIAL STATEMENTS, PRO-FORMA FINANCIAL INFORMATION
AND EXHIBITS
(c) Exhibits
99.1 - Press Release issued August 20, 1998
99.2 - Merger Termination Agreement
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
Middle Bay Oil Company, Inc.
(Registrant)
/s/ Stephen W. Herod
Date: August 28, 1998 By:
Stephen W. Herod
Vice President
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE For further information contact:
Steve W. Herod
(713) 759-6808, Ext. 104
Middle Bay Oil Company, Inc. and Enex Resources Corporation
Withdraw Plans to Merge
Houston, Texas, August 20, 1998 . . . Middle Bay Oil Company, Inc. ("Middle
Bay") (NASDAQ: MBOC) and its majority-owned subsidiary, Enex Resources
Corporation ("Enex") (NASDAQ NMS: ENEX), announced today that they have
withdrawn their plans to merge Enex with and into Middle Bay. The original
agreement to merge the companies was executed on June 17, 1998. At the
special meeting of Enex shareholders held today, Steve W. Herod, Vice
President of Middle Bay, explained that due to recent market conditions,
the two companies agreed to terminate the merger agreement. Therefore,
Middle Bay voted all of its shares of Enex against approval of the merger.
A registration statement filed with the Securities and Exchange Commission
by Middle Bay and Enex relating to the merger became effective on July 17,
1998.
Enex Resources Corporation is an independent oil and gas production and
development company, headquartered in Kingwood, Texas, with operations
primarily in Texas.
Middle Bay Oil Company, Inc. is an independent oil and gas exploration
and production company, headquartered in Houston, Texas, with operations
in the Gulf Coast and Mid-Continent regions.
</PAGE>
EXHIBIT 99.2
MERGER TERMINATION AGREEMENT
THIS MERGER TERMINATION AGREEMENT ("Agreement") is made and entered into
this 19th day of August, 1998 by and between MIDDLE BAY OIL COMPANY, INC.
("Middle Bay"), an Alabama corporation, and ENEX RESOURCES CORPORATION
("Enex"),
a Delaware corporation.
WHEREAS, Middle Bay and Enex entered into a Merger Agreement dated June
17,
1998 (the "Merger Agreement") whereby Enex would merge with and into Middle
Bay;
and
WHEREAS, Middle Bay and Enex desire to terminate the Merger Agreement,
and
Middle Bay intends to vote its Enex shares against approval of the Merger
Agreement;
NOW, THEREFORE, the parties agree as follows:
1. Pending a vote not to approve the Merger Agreement by a majority of
the
Enex shareholders at the August 20, 1998 meeting of shareholders, the Merger
Agreement is terminated as of the meeting date.
2. Each party to the Merger Agreement shall be solely responsible for
all of its costs, expenses and fees associated with or incurred in connection
with the merger.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day
and year first above written.
MIDDLE BAY OIL COMPANY, INC.
/s/ John J. Bassett
By:_________________________________
John J. Bassett, President
ENEX RESOURCES CORPORATION
/s/ Steve W. Herod
By:_________________________________
Steve W. Herod, Vice-President
