<PAGE>
LOGO
[Logo of Enserch Exploration appears here]
2500 CITYWEST BLVD., SUITE 1400
HOUSTON, TEXAS 77042
PROXY STATEMENT AND
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 19, 1997
To the Shareholders of Enserch Exploration, Inc.:
A special meeting of the Shareholders (the "Special Meeting") of Enserch
Exploration, Inc. (the "Company") will be held at Adam's Mark Hotel, 2900
Briarpark Drive, Houston, Texas 77042 at 10:00 a.m. on December 19, 1997, or
at any adjournment or postponement thereof, for the following purposes:
1. To change the Company's name to "EEX Corporation."
2. To consider and act upon such other business as may properly come
before the meeting.
Details relating to the above matters are set forth in the attached Proxy
Statement. Shareholders of record of the Company as of the close of business
on November 17, 1997 will be entitled to notice of and to vote at the Special
Meeting or at any adjournment or postponement thereof. A complete list of the
Shareholders entitled to vote at the Special Meeting will be open to the
examination of any Shareholder, for any purpose germane to the Special
Meeting, during ordinary business hours for a period of 10 days prior to the
date of the Special Meeting at the offices of the Company at 2500 CityWest
Blvd., Suite 1400, Houston, Texas 77042, and at the time and place of the
Special Meeting.
ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE SPECIAL MEETING. IF YOU
DO NOT PLAN TO ATTEND THE MEETING, YOU ARE URGED TO SIGN, DATE AND PROMPTLY
RETURN THE ENCLOSED PROXY. A REPLY ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.
THE GIVING OF A PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IF YOU
ATTEND THE MEETING.
BY ORDER OF THE BOARD OF DIRECTORS
LOGO
T. M Hamilton
Chairman, President and Chief Executive
Officer
November 19, 1997
<PAGE>
PROXY STATEMENT
ENSERCH EXPLORATION, INC.
2500 CITYWEST BLVD., SUITE 1400
HOUSTON, TEXAS 77042
TELEPHONE: (713) 243-3100
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 19, 1997
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Enserch Exploration, Inc. (the
"Company"), a Texas corporation, of the holders of the Company's Common Stock,
$.01 par value ("Common Stock"), to be voted at a Special Meeting of
Shareholders of the Company (the "Special Meeting") to be held at Adam's Mark
Hotel, 2900 Briarpark Drive, Houston, Texas 77042 at 10:00 a.m. on December
19, 1997, or at any adjournment or postponement thereof. The Company
anticipates that this Proxy Statement and the accompanying form of proxy will
be first mailed or given to all Shareholders of the Company on or about
November 19, 1997. The shares represented by all proxies that are properly
executed and submitted will be voted at the meeting in accordance with the
instructions indicated thereon. Unless otherwise directed, votes will be cast
"FOR" the proposed change of the Company's name. The affirmative vote of the
holders of at least two-thirds of the outstanding shares entitled to vote at
the Special Meeting in person or by written proxy will be required to approve
the proposed amendment. UNDER APPLICABLE TEXAS LAW, IN DETERMINING WHETHER THE
REQUISITE NUMBER OF AFFIRMATIVE VOTES HAS BEEN CAST, ABSTENTION AND BROKER
NON-VOTES WILL HAVE THE SAME EFFECT AS VOTES CAST AGAINST THE PROPOSAL.
Any Shareholders giving a proxy may revoke it at any time before it is
exercised by delivering written notice of such revocation to the Company, by
substituting a new proxy executed at a later date, or by requesting, in
person, at the Special Meeting, that the proxy be returned.
All of the expenses involved in preparing, assembling and mailing this Proxy
Statement and the materials enclosed herewith and all costs of soliciting
proxies will be paid by the Company. In addition to the solicitation by mail,
proxies may be solicited by officers and regular employees of the Company by
telephone, telegraph or personal interview. Such persons will receive no
compensation for their services other than their regular salaries.
Arrangements will also be made with brokerage houses and other custodians,
nominees and fiduciaries to forward solicitation materials to the beneficial
owners of the shares held of record by such persons, and the Company may
reimburse such persons for reasonable out of pocket expenses incurred by them
in so doing. If deemed advisable by the Company, the Company may employ an
outside soliciting firm in connection with the solicitation of security
holders at a fee not to exceed $3,000, plus expenses. Such costs, if any, will
be borne by the Company.
VOTING SHARES
The close of business on November 17, 1997 has been fixed by the Board of
Directors of the Company as the record date (the "Record Date") for the
determination of Shareholders entitled to notice of and to vote at the Special
Meeting. On the Record Date, there were outstanding 126,936,927 shares of
Common Stock, each share of which entitles the holder thereof to one vote on
each matter which may come before the Special Meeting.
A majority of the issued and outstanding shares of Common Stock entitled to
vote at the meeting, represented at the meeting in person or by written proxy,
constitutes a quorum at any meeting of the Shareholders.
1
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PROPOSAL TO CHANGE THE COMPANY'S NAME TO EEX CORPORATION
On August 5, 1997, the Company became fully independent of its former
majority shareholder, ENSERCH Corporation ("ENSERCH"), when ENSERCH's
ownership in the Company was spun off to its shareholders. It is appropriate
that the Company remove the reference to its former parent company from its
name, thus avoiding any confusion as to its new status, and adopt a new name
to reflect its image as a fully independent company. The letters "EEX" are the
Company's current stock symbol on the New York Stock Exchange and have been
used by the Company in certain business transactions in the past. The Board of
Directors has recommended that the name of the Company be changed to EEX
Corporation.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The Company is aware of the following beneficial owner, as of August 31,
1997, of more than 5% of its Common Stock:
<TABLE>
<CAPTION>
NAME AND ADDRESS NUMBER OF SHARES PERCENT
OF BENEFICIAL OWNER BENEFICIALLY OWNED OF CLASS
------------------- ------------------ --------
<S> <C> <C>
Wellington Management Company................. 13,056,097(1) 10.36
75 State Street
Boston, MA 02109
</TABLE>
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(1) These common shares were reported as being beneficially owned by
Wellington Management Company ("Wellington") as an investment advisor. The
shares beneficially owned by Wellington include 865,000 shares with shared
voting power and 13,056,097 shares with shared dispositive power.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information concerning the beneficial
ownership of Common Stock of the Company by its directors and executive
officers and all directors and executive officers of the Company as a group as
of the Record Date:
<TABLE>
<CAPTION>
NUMBER OF SHARES
NAME OF DIRECTORS AND EXECUTIVE OFFICERS BENEFICIALLY OWNED(1)
---------------------------------------- ---------------------
<S> <C>
T. M Hamilton....................................... 100,113(2)
F. S. Addy.......................................... 17,895
B. A. Bridgewater................................... 10,912
F. M. Lowther....................................... -0-
M. P. Mallardi...................................... 10,000
D. R. Henderson..................................... 85,151(2)
R. S. Langdon....................................... 25,000
J. Hartrick......................................... 25,000
M. A. McAdams....................................... 48,875(2)(3)
All directors and executive officers as a group..... 322,946
</TABLE>
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(1) As of the Record Date, none of the Company's directors or executive
officers, nor the directors and executive officers of the Company as a
group, beneficially owned as much as 1% of the outstanding shares of the
Common Stock.
(2) Includes shares held in the Company's Employee Stock Purchase and Savings
Plan by Messrs. Hamilton (113 shares), Henderson (151 shares) and McAdams
(6,986 shares).
(3) Includes 13,750 shares with respect to which Mr. McAdams has the right, as
of the Record Date, to acquire beneficial ownership through the exercise
of stock options within sixty days from the Record Date.
2
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CHANGE OF CONTROL
Prior to August 5, 1997, the Company was a wholly owned subsidiary of
ENSERCH. On August 5, 1997, ENSERCH distributed its entire ownership interest
in the Company to its shareholders, pro rata, in a tax free distribution, thus
resulting in the Company becoming a publicly held company, fully independent
of its previous owner.
OTHER BUSINESS
Management of the Company is not aware of any other matters which are to be
presented to the Special Meeting, nor has it been advised that other persons
will present any such matters. However, if other matters properly come before
the meeting, the individual named in the accompanying proxy shall vote on such
matters in accordance with his best judgment.
The above notice and Proxy Statement are sent by order of the Board of
Directors of the Company.
LOGO
T. M Hamilton
Chairman, President and Chief
Executive Officer
November 19, 1997
3
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PROXY PROXY
[Logo of Enserch Exploration appears here]
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PROXY
FOR THE SPECIAL MEETING OF SHAREHOLDERS OF
ENSERCH EXPLORATION, INC.
TO BE HELD ON DECEMBER 19, 1997
The undersigned hereby appoints T. M Hamilton as the lawful agent and Proxy
of the undersigned (with all the powers the undersigned would possess if
personally present, including full power of substitution), and hereby
authorizes him to represent and to vote, as designated below, all the shares of
Common Stock of Enserch Exploration, Inc. held of record by the undersigned on
November 17, 1997, at the Special Meeting of Shareholders of Enserch
Exploration, Inc. to be held at 10:00 a.m. on December 19, 1997, at Adam's Mark
Hotel, 2900 Briarpark Drive, Houston, Texas 77042 or any adjournment or
postponement thereof.
It is understood that when properly executed, this proxy will be voted in the
manner directed herein by the undersigned Shareholder. WHERE NO CHOICE IS
SPECIFIED BY THE SHAREHOLDER, THE PROXY WILL BE VOTED "FOR" THE PROPOSAL SET
FORTH IN 1, BELOW.
The undersigned hereby revokes all previous proxies relating to the shares of
Common Stock covered hereby and confirms all that said Proxy may do by virtue
hereof.
<PAGE>
ENSERCH EXPLORATION, INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. /
[ ]
1.To Change the Company's Name to "EEX Corporation."
FOR AGAINST ABSTAIN
(_) (_) (_)
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2. In his discretion, the Proxy is authorized to vote upon any matters which
may properly come before the Special Meeting, or any adjournment or
postponement hereof.
Dated: , 1997
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Signature of Shareholder(s)
THIS PROXY MUST BE SIGNED EXACTLY AS NAME APPEARS HEREON. EXECUTORS,
ADMINISTRATORS, TRUSTEES, ETC., SHOULD GIVE FULL TITLE AS SUCH. IF THE SIGNER IS
A CORPORATION, PLEASE SIGN FULL CORPORATE NAME BY DULY AUTHORIZED OFFICER.
