-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Pm9Rh3XYVkgGmRv8kBrb4rGLX3n6s9IOYKy6Lv2pq/ZxndNtwotjYS+xkrXSqRD5 cTbGPUCNNLAVW8JDsGeRdg== 0001021088-98-000007.txt : 19980507 0001021088-98-000007.hdr.sgml : 19980507 ACCESSION NUMBER: 0001021088-98-000007 CONFORMED SUBMISSION TYPE: 8-K CONFIRMING COPY: PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980327 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980506 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: MIDDLE BAY OIL CO INC CENTRAL INDEX KEY: 0000903267 STANDARD INDUSTRIAL CLASSIFICATION: OIL AND GAS FIELD EXPLORATION SERVICES [1382] IRS NUMBER: 631081013 STATE OF INCORPORATION: AL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-21702 FILM NUMBER: 00000000 BUSINESS ADDRESS: STREET 1: 115 S DEARBORNE ST CITY: MOBILE STATE: AL ZIP: 36602 BUSINESS PHONE: 3344327540 MAIL ADDRESS: STREET 1: PO BOX 390 CITY: MOBILE STATE: AL ZIP: 36602 8-K 1 MIDDLE BAY OIL COMPANY, INC., FORM 8-K 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) March 27, 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 As previously reported on Schedule 14D-1 filed February 19, 1998, as finally amended on March 16, 1998 (the "Final Amendment"), Middle Bay Oil Company, Inc. (the "Registrant"" or "Middle Bay") acquired on March 27, 1998 1,064,432 shares of the common stock of Enex Resources Corporation, a Delaware corporation ("Enex"), for $15 cash per share pursuant to Middle Bay's tender offer (the "Tender Offer") which began on February 19, 1998. The Enex shares acquired by Middle Bay represent 79.2% of the total outstanding Enex common shares. Enex is an independent oil and gas production and development company headquartered in Kingwood, Texas, with operations primarily in Texas. Enex shares are traded on the NASDAQ Stock Market National Market System under the symbol ENEX. Concurrent with the closing of the Tender Offer, the Enex Board of Directors resigned and were replaced by the persons who constitute Middle Bay's Board of Directors. Enex is presently being operated as a majority-owned subsidiary of Middle Bay. The purchase price of $15,966,480 was financed through Middle Bay's new credit facility with Compass Bank, as reported in the Final Amendment. The purchase price per share was derived by Middle Bay by estimating the discounted reserve value of Enex's properties and through negotiation with Enex management, who recommended acceptance of the Tender Offer to the Enex shareholders. ITEM 7.FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION, AND EXHIBITS (A) The consolidated financial statements of Enex as of December 31, 1997 and 1996, as previously filed on Form 10-KSB (Commission File No. 0-9378), are incorporated herein by reference. (B) It is impractical to furnish with this Report the pro forma financial information relative to the acquisition described in Item 2. Such information will be furnished by amendment under cover of Form 8-K/A on or before June 10, 1998. (C) Exhibits 2.1 - Offer to Purchase for Cash included in and incorporated by reference to Schedule 14D-1 of Registrant filed February 19, 1998 and as amended through April 9, 1998. 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: May 6, 1998 MIDDLE BAY OIL COMPANY, INC. By: /s/ Frank C. Turner, II -------------------------------- Signature Vice President -------------------------------- Title Frank C. Turner, II -------------------------------- Name -----END PRIVACY-ENHANCED MESSAGE-----