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) December 30, 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 Street, 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 2. ACQUISITION AND DISPOSITION OF ASSETS
On December 30, 1998, Middle Bay Oil Company, Inc. (the "Registrant")
successfully completed the acquisition of substantially all the assets
of Enex Consolidated Partners, L.P., a publicly-held oil and gas limited
partnership (the "Partnership").
The transaction, which is valued at $11.5 million, involved the
issuance of approximately 2,187,000 shares of Middle Bay's Series C
Convertible Preferred stock in exchange for the outstanding limited
partnership interests of the Partnership, the transfer of the Partner-
ship's assets and liabilities to Middle Bay, and the dissolution of
the Partnership. Enex Resources Corporation, a majority-owned subsidiary
of Middle Bay, was general partner of the Partnership and owned 56.24%
of the total outstanding limited partnership units, for which it received
approximately 1,293,522 shares of Middle Bay Series C Preferred stock.
Middle Bay Series C Preferred stock will pay cumulative cash divi-
dends at the rate of 10% per annum, has a $5.00 per share liquidation
preference, and each Series C Preferred share is convertible into one
share of Middle Bay common stock. Application has been made to list the
Series C Preferred shares on the NASDAQ Stock Market.
Total proved reserves of Enex Partners were approximately 8,958 MMCF
of natural gas and 797 thousand barrels of oil with a PV 10% value of
$14.1 million as of October 1, 1998, based upon an independent
engineering reserve report. On an equivalent barrel basis, the
reserves are 65% gas with 82% classified as proved developed producing.
Enex Partners' properties are located primarily in Texas. The
transaction has an effective date of October 1, 1998. In addition,
Enex Partners had approximately $1.1 million in working capital. The
net proved reserves of Middle Bay increased by approximately 10% with
the acquisition of Enex Partners' properties.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION,
AND EXHIBITS
(A) and (B)
Audited and interim unaudited financial statements of Enex Partners
and pro forma financial information of Middle Bay are incorporated by
reference to the prospectus of Middle Bay dated November 27, 1998 as filed
with the Securities and Exchange Commission on December 2, 1998 pursuant
to Rule 424(b) under the Securities Act of 1933.
(C) Exhibits
2.1 - The Exchange Offer and Proposal dated November 25, 1998*
4.1 - Articles of Amendment to Articles of Incorporation designating
preferences and rights of Series C Preferred stock**
23.1 - Consent of Schultz, Watkins & Company, independent accountants**
23.2 - Consent of Deloitte & Touche, LLP, independent accountants**
99.1 - Press Release issued December 30, 1998
* Incorporated by reference to exhibits to the prospectus of Middle Bay
dated November 27, 1998 as filed with the Securities and Exchange
Commission on December 2, 1998 pursuant to Rule 424(b) under the
Securities Act of 1933
**Incorporated by reference to exhibits to Registrant's Registration
Statement on Form S-4 effective November 27, 1998, Commission File No.
333-60447
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by
the undersigned, thereunto duly authorized.
Dated: January 14, 1999
MIDDLE BAY OIL COMPANY, INC.
By: /s/ Frank C. Turner, II
--------------------------------
Signature
Vice President
--------------------------------
Title
Frank C. Turner, II
--------------------------------
Name
EXHIBIT 99.1
Middle Bay Oil Company, Inc. Closes Exchange Offer
For Assets of Enex Consolidated Partners, L.P.
Houston, Texas, December 30, 1998...Middle Bay Oil Company, Inc. ("Middle
Bay") (NASDAQ: MBOC) and its majority-owned subsidiary, Enex Resources
Corporation ("Enex") (OTC: ENEX), announced today that Middle Bay has
successfully completed the acquisition of substantially all the assets
of Enex Consolidated Partners, L.P., a publicly-held oil and gas limited
partnership (the "Partnership").
The transaction, which is valued at $11.5 million, involved the issuance
of approximately 2,187,000 shares of Middle Bay's Series C Convertible
Preferred stock in exchange for the outstanding limited partnership
interests of the Partnership, the transfer of the Partnership's assets
and liabilities to Middle Bay, and the dissolution of the Partnership.
Enex was general partner of the Partnership and owned 56.24% of the total
outstanding limited partnership units.
The Middle Bay Series C Preferred stock will pay cumulative cash dividends
at the rate of 10% per annum, has a $5.00 per share liquidation
preference, and each Series C Preferred share is convertible into one
share of Middle Bay common stock. Application has been made to list the
Series C Preferred shares on the NASDAQ Stock Market.
Total proved reserves of the Partnership are approximately 8,958 MMCF of
natural gas and 797 thousand barrels of oil with a PV 10% value of
$14.1 million as of October 1, 1998, based upon an independent
engineering reserve report contained in the prospectus. On an equivalent
barrel basis, the reserves are 65% gas with 82% classified as proved
developed producing. The Partnership properties are located primarily
in Texas. In addition, the Partnership has approximately $1.1 million
in working capital.
John J. Bassett, President and Chief Executive Officer of Middle Bay,
stated, "We are pleased to complete the Enex partnership acquisition.
This transaction will benefit Middle Bay in several ways, including an
approximate 10% increase in net proved reserves, simplified corporate
structure, additional bank borrowing capacity and reduced overhead
expenses."
A registration statement filed with the Securities and Exchange
Commission by Middle Bay relating to the transaction became effective
on November 27, 1998. The prospectus, which is part of the registration
statement, was first mailed to the Partnership limited partners on
November 30, 1998. The transaction has an effective date of October 1,
1998.
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.
