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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Rule 13e-3 Transaction Statement
(Pursuant to Section 13(e)
of the Securities Exchange Act of 1934)
AMENDMENT NO. 1
ENEX CONSOLIDATED PARTNERS, L.P.
(Name of the Issuer)
MIDDLE BAY OIL COMPANY, INC.
ENEX RESOURCES CORPORATION
(Name of Person(s) Filing Statement)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
(CUSIP Number of Class of Securities)
Copy to:
JOHN J. BASSETT H. GRADY THRASHER, III
Middle Bay Oil Company, Inc. Thrasher, Whitley, Hampton & Morgan
1221 Lamar Street, Suite 1020 Five Concourse Parkway, Suite 2150
Houston, TX 77010 Atlanta, GA 30328
(713) 759-6808 (770) 804-8000
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Person(s) Filing Statement)
This statement is filed in connection with (check the appropriate box):
a. [ ] The filing of solicitation materials or an information statement
subject to Regulation 14A [17 CFR 240.14a-1 to 240.14b-1], Regulation
14C [17 CFR 240.14c-1 to 240.14c-101] or Rule 13e33(c) [Section
240.13e-3(c)] under the Securities Exchange Act of 1934.
b. [X] The filing of a registration statement under the Securities Act of
1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [ ]
CALCULATION OF FILING FEE
Transaction Valuation* Amount of Filing Fee**
$11,730,000 $2,346
* For purposes of calculating the fee only. The filing fee was calculated
pursuant to Rule O-11 of the Securities Exchange Act of 1934 and is
based on the Exchange Value to be paid to the Partnership to purchase
all of its oil and gas assets, as set forth in the Proposal contained
in the Prospectus of Middle Bay Oil Company, Inc. to be submitted to
Unitholders in the Partnership.
** 1/50th of one percent of the estimated aggregate value of the
Partnership's assets.
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[X] Check box if any part of the fee is offset as provided by Rule
O-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number or the Form or Schedule and the date of its filing.
Amount Previously Paid: $3,460.94
Registration No.: 333-60447
Filing Party: Middle Bay Oil Company, Inc.
Date Filed: July 31, 1998; October 16, 1998
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This Rule 13e-3 Transaction Statement (the "Schedule 13E-3") is being
filed by Middle Bay Oil Company, Inc., an Alabama corporation ("Middle Bay" or
the "Company"), and Middle Bay's majority-owned subsidiary, Enex Resources
Corporation, a Delaware corporation ("Enex" or the "General Partner"), pursuant
to Section 13(e) of the Securities and Exchange Act of 1934, as amended (the
"Exchange Act"), and Rule 13e-3 thereunder in connection with the Exchange
Offer and Proposal to be made to limited partners of Enex Consolidated Partners,
L.P. (the "Partnership"). The purpose of the Exchange Offer is to acquire all of
the issued and outstanding units of limited partnership interest ("Units") of
the Partnership and to obtain the consents of the limited partners of the
Partnership to sell substantially all of the Partnership's oil and gas assets to
Middle Bay and liquidate the Partnership (the "Transaction"). Middle Bay filed
Amendment No. 3 to Registration Statement on Form S-4 on November 12, 1998 with
the Securities and Exchange Commission ("SEC"), which includes a Prospectus (the
"Prospectus"). The preceding cross-reference sheet, prepared pursuant to General
Instruction F to Schedule 13E-3, shows the location in the Prospectus of the
information required to be included in response to the items of Schedule 13E-3.
The information contained in the Prospectus, including all exhibits thereto, is
expressly and hereby incorporated herein by reference, and the responses to each
item are qualified in their entirety by reference to such information. The
Company anticipates filing a definitive Prospectus with the SEC
contemporaneously with the filing of this Schedule 13E-3 in final form.
The filing of this Schedule 13E-3 shall not be deemed an admission that
Section 13(e) of the Exchange Act or Rule 13e-3 thereunder is applicable to the
Exchange Offer that is the subject of the Prospectus. Each of the Partnership,
Middle Bay and Enex expressly disclaim that the sale of substantially all of the
assets and the subsequent liquidation of the Partnership under the terms and
conditions set forth in the Prospectus constitutes a "sale of substantially all
of the assets of an issuer to its affiliate or group of affiliates" within the
meaning of Rule 13e-3.
ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION
(a) The name of the Issuer and address of its principal executive
office are:
Enex Consolidated Partners, L.P.
1221 Lamar Street, Suite 1020
Houston, TX 77010
(b) The information set forth under the caption "Business of the
Partnership" in the Prospectus is incorporated herein by reference regarding the
title, the amount outstanding and the number of holders of record of units of
limited partnership interests (the "Units").
(c) There is currently no established trading market for the Units.
(d) The information set forth under the caption "Business of the
Partnership - Distribution" in the Prospectus is incorporated herein by
reference.
(e) There has been no offering, registered or exempt, of Units of the
Partnership for cash in the past three years.
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(f) The information regarding the purchase of Units by the General
Partner pursuant to the right of presentment under the Partnership's Limited
Partnership Agreement during the Partnership's fiscal years 1997 and 1998 is set
forth under the caption "Certain Transactions Between the Partnership, Enex and
Middle Bay" in the Prospectus and is incorporated herein by reference. No
executive officer or director of the General Partner and no person controlling
the General Partner have purchased any Units during the periods indicated.
ITEM 2. IDENTITY AND BACKGROUND
(a)-(f) This Statement is being filed by Middle Bay, which is the
parent of Enex, and Enex, which is the General Partner of the Partnership.
Middle Bay is also the proposed purchaser of substantially all the assets of the
Partnership. Middle Bay and Enex are independent oil and gas companies whose
principal businesses are the development, acquisition and operation of oil and
gas properties primarily in the Mid-Continent and Gulf Coast regions of the
contiguous United States. Middle Bay's and Enex's principal executive offices
are located at 1221 Lamar Street, Suite 1020, Houston, Texas 77010. The
information set forth in the Prospectus under the caption "Corporate Governance
of Middle Bay" is incorporated herein by reference. None of the executive
officers or directors of Middle Bay or Enex has, during the last five years,
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to a civil proceeding which resulted in a
judgment, decree or final order enjoining further violations or prohibiting
activities subject to federal or state securities laws or finding any violation
of such laws. All of the executive officers and directors of Middle Bay and Enex
are citizens of the United States.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS
(a)(b) The information set forth in the Prospectus under the captions
"Reasons for the Exchange Offer - Certain Transactions Between the Partnership,
Enex and Middle Bay" and "Summary - General Background Information Leading Up to
the Tender Offer" is incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION
(a) The information set forth in the Prospectus under the captions
"Risk Factors and Material Considerations," "The Exchange Offer and Proposal,"
"Method of Determining Exchange Value" and "Consent Procedures" is incorporated
herein by reference.
(b) There are no terms or arrangements concerning the transaction which
are not identical for the security holders of the same class of securities of
the Partnership.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE
(a)-(b) The information set forth in the Prospectus under the caption
"The Exchange Offer and Proposal" is incorporated herein by reference.
(c) No change in management of the Partnership will occur as the
Partnership will be dissolved if the Proposal is approved. If the Proposal is
approved, the information set forth in the Prospectus under the
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captions "Comparative Rights of Security Holders," "Description of Middle Bay
Securities" and "Corporate Governance of Middle Bay" is incorporated herein by
reference.
(d) The information set forth in the Prospectus under the captions
"Comparative Rights of Security Holders" and "Price Range of Middle Bay Common
Stock; Dividends and Distribution" is incorporated herein by reference.
(e) The information set forth in the Prospectus under the captions "The
Exchange Offer and Proposal" and "Comparative Rights of Security Holders" is
incorporated herein by reference.
(f) If limited partners approve the Proposal and the Partnership is
liquidated and dissolved, the Partnership will become eligible for suspension of
reporting requirements and termination of registration under the Exchange Act.
(g) The Partnership does not currently have an obligation to file
reports pursuant to Section 15(d) of the Exchange Act.
ITEM 6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
(a) The information set forth in the Prospectus under the caption "The
Exchange Offer and Proposal" is incorporated herein by reference.
(b) The information set forth in the Prospectus under the caption "The
Exchange Offer and Proposal - Expenses; Fees" is incorporated herein by
reference.
(c) The information set forth in the Prospectus under the caption "The
Exchange Offer and Proposal - Expenses; Fees" is incorporated herein by
reference.
(d) Not applicable.
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS
(a) The information set forth in the Prospectus under the captions "The
Exchange Offer and Proposal" and "Reasons for the Exchange Offer" is
incorporated herein by reference.
(b) The information set forth in the Prospectus under the caption
"Reasons for the Exchange Offer" is incorporated herein by reference.
(c) The information set forth in the Prospectus under the captions
"Reasons for the Exchange Offer" and "Summary - Background Information Leading
Up to the Exchange Offer" is incorporated herein by reference.
(d) The information set forth in the Prospectus under the captions
"Risk Factors and Material Considerations," "Material Federal Tax Consequences,"
"The Exchange Offer and Proposal," "Method of
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Determining Exchange Value," "Reasons for the Exchange Offer" and "Comparative
Rights of Security Holders" is incorporated herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION
(a) The information set forth in the Prospectus under the captions
"Summary - Fairness of the Exchange Value," "Comparison of Exchange Value with
Values Used in 1997 Partnership Roll-up," "Alternatives to the Exchange,"
"Reasons for the Exchange Offer - Recommendations of the General Partner and
Middle Bay" and "Method of Determining Exchange Value" is incorporated herein by
reference. No director of the General Partner dissented to or abstained from
voting on any approval of the actions of the General Partner or Middle Bay in
connection with the matters covered in this Schedule 13E-3.
(b) The information set forth in the Prospectus under the captions
"Summary - Fairness of the Exchange Value," "Comparison of Exchange Value with
Values Used in 1997 Partnership Roll-up," "Alternatives to the Exchange,"
"Reasons for the Exchange Offer - Recommendations of the General Partner and
Middle Bay" and "Method of Determining Exchange Value" is incorporated herein by
reference. No director of the General Partner dissented to or abstained from
voting on any approval of the actions of the General Partner or Middle Bay in
connection with the matters covered in this Schedule 13E-3.
(c) The Transaction was structured so that approval of at least a
majority of unaffiliated security holders is not required.
(d) The information set forth in the Prospectus under the captions
"Risk Factors and Material Considerations - Lack of Arms-Length Negotiation to
Determine Value of Partnership Units," "Risk Factors and Material Considerations
- - Lack of Independent Representative; Fairness Opinion" and "Method of
Determining Exchange Value" is incorporated herein by reference.
(e) The actions taken by the General Partner, acting in that capacity,
in connection with the Transaction covered by this Schedule 13E-3 have been
approved by the General Partner's and Middle Bay's Boards of Directors. A
majority of the nonemployee directors voted in favor of such actions. The
information set forth in the Prospectus under the caption "Reasons for the
Exchange Offer - Approval of the Board of Directors of Middle Bay; Reasons for
the Approval" is incorporated herein by reference.
(f) No firm offers of which the Partnership, the General Partner or
Middle Bay is aware have been made during the preceding 18 months by any
unaffiliated person for (i) the merger or consolidation of the Partnership into
or with such person or such person into or with the Partnership; (ii) the sale
or other transfer of all or any substantial part of the assets of the
Partnership; or (iii) securities of the Partnership which would enable the
holder thereof to exercise control of the Partnership.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS
(a)-(b) The information set forth in the Prospectus under the captions
"Method of Determining Exchange Value" and "Reasons for the Exchange Offer" and
the fair market value opinion of H.J. Gruy and
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Associates, Inc. and the Fairness Opinion of Harris Webb & Garrison attached to
the Prospectus are incorporated herein by reference.
(c) The information set forth in the Prospectus under the captions
"Method of Determining Exchange Value - Exchange Value Components" and "Fairness
Opinion" is incorporated herein by reference. A copy of the fair market value
opinion of H.J. Gruy and Associates, Inc. (the "Gruy Report") and the Fairness
Opinion prepared by Harris Webb & Garrison, Inc. ("HWG") will be delivered to
each limited partner with the Prospectus. A copy of the HWG analysis in support
of the Fairness Opinion is included as Exhibit 17(b) to this Schedule 13E-3. The
HWG analysis included herewith as Exhibit 17(b), as well as each of the Gruy
Report and the Fairness Opinion, are available for inspection at the principal
executive offices of Middle Bay and Enex during their regular business hours by
any interested Unitholder of the Partnership or his or her representative who
has been so designated in writing.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER
(a) The information set forth in the Prospectus under the caption
"Business of the Partnership - Number of Equity Security Holders" is
incorporated herein by reference. None of the executive officers or directors of
Middle Bay or the General Partner owns any interests in the Partnership.
(b) No transaction in the securities of the Partnership has taken place
in the last 60 days by any executive officers or directors of the General
Partner or Middle Bay or by the Partnership.
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE ISSUER'S
SECURITIES
Middle Bay is the parent of the General Partner. No contract,
arrangement, understanding or relationship exists between Middle Bay or its
executive officers or directors or Enex or its executive officers or directors
and any person in connection with the Exchange Offer with respect to the
securities of the Partnership.
ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD TO
THE TRANSACTION
The General Partner owns 56.24% of the outstanding Units of the
Partnership and will vote such Units in favor of adoption of the Proposal. The
information set forth under the captions "Reasons for the Exchange Offer -
Recommendation of the General Partner" and "Approval of the Board of Directors
of Middle Bay; Reasons for the Approval" is incorporated herein by reference.
ITEM 13. OTHER PROVISIONS OF THE TRANSACTION
(a) The information set forth in the Prospectus under the caption "The
Exchange Offer and Proposal - Limited Appraisal and Dissenters' Rights" is
incorporated herein by reference.
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(b) The information set forth in the Prospectus under the captions
"Reasons for the Exchange Offer - Access to Investor Lists" and "Risk Factors
and Material Considerations - Lack of Independent Representative; Fairness
Opinion" is incorporated herein by reference.
(c) The Transaction does not involve the exchange of any debt
securities.
ITEM 14. FINANCIAL INFORMATION
(a) The financial information required by this Item is incorporated
herein by reference to the Prospectus under the captions "Selected Financial
Data - Partnership" and "Index to Financial Statements -Enex Consolidated
Partners, L.P."
(b) Because approval of the Proposal by limited partners will result in
dissolution of the Partnership, pro forma data on the effect of the Transaction
on the Partnership would not be meaningful or material.
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED
(a) Certain directors, officers and employees of the General Partner
and/or Middle Bay, not especially employed for this purpose, may solicit limited
partners relating to the Proposal, without additional remuneration therefor, by
mail, telephone, telegraph or personal interview. The estimated costs to be
incurred by the Partnership in connection with the proposed dissolution and
liquidation are described in the response to Item 6(b) above. The information
set forth in the Prospectus under the caption "Consent Procedures Solicitation
of Letters of Transmittal" is incorporated herein by reference.
(b) No person, other than those described in the response to Item
15(a), has been or will be retained or compensated to make solicitations or
recommendations in connection with the Proposal.
ITEM 16. ADDITIONAL INFORMATION
No additional material information is necessary to make the required
statements, in light of the circumstances under which they are made, not
materially misleading.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS
(a) There is no loan agreement of the type referred to in Item 6 of
this Schedule.
(b) The fair market value opinion and the reserve reports of H.J. Gruy
and Associates, Inc. are incorporated herein by reference to Exhibit A to the
Prospectus. The Fairness Opinion of Harris Webb & Garrison, Inc. is incorporated
by reference to Exhibit D to the Prospectus. The Fair Market Value Report by
H.J. Gruy and Associates in connection with the April 7, 1997 Enex Consolidated
Partners, L.P. limited partnership roll-up is incorporated by reference to
exhibits to Enex Consolidated Partners, L.P. Form S-4 (registration no.
333-09953) effective April 7, 1997. The HWG analysis in support of the Fairness
Opinion is included herewith as (b)(1) to this Schedule 13E-3. The H.J. Gruy and
Associates, Inc. report of estimated proved reserves and future net cash flows
as of January 1, 1998 is included herein as (b)(2).
(c) There are no contracts, arrangements, understandings or
relationships of the type referred to in Item 11 of this Schedule.
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(d) There are no disclosure materials of the type furnished to security
holders in connection with the Transaction pursuant to Rule 13e-3(d).
(e) The dissenters' and appraisal rights and procedures for exercising
such rights as referred to in Item 13(a) of this Schedule are described in the
Prospectus under the caption "The Exchange Offer and Proposal - Limited
Appraisal and Dissenters' Rights" and the Letter of Transmittal attached as
Exhibit C to the Prospectus, each of which is incorporated herein by reference.
The Prospectus and the Letter of Transmittal will be furnished to each
Unitholder in connection with the Exchange Offer and Proposal.
(f) All solicitation of or recommendations to security holders referred
to in Item 15(b) will not be made by or on behalf of the Partnership.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Transaction Statement, as amended by this
Amendment No. 1, is true, complete and correct.
Dated: November 23, 1998
ENEX CONSOLIDATED PARTNERS, L.P.
By: Enex Resources Corporation, as General
Partner of Enex Consolidated Partners, L.P.
/s/ John J. Bassett
By:
John J. Bassett, President
Dated: November 23, 1998
MIDDLE BAY OIL COMPANY, INC.
/s/ John J. Bassett
By:
John J. Bassett, President
Dated: November 23, 1998
ENEX RESOURCES CORPORATION
/s/ John J. Bassett
By:
John J. Bassett, President
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