-----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, ReFJpR9VGmSFsxxBtwaEk0iiJlgscQ8Fjx+KtiY7F9hdy4F55lpm90/rQTaXl6k+ 6FHXv7YyxbqAkm/rod7eJQ== 0001021088-98-000016.txt : 19980831 0001021088-98-000016.hdr.sgml : 19980831 ACCESSION NUMBER: 0001021088-98-000016 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980820 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980828 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: 98700260 BUSINESS ADDRESS: STREET 1: 1221 LAMAR ST STREET 2: SUITE 1020 CITY: HOUSTON STATE: TX ZIP: 77010 BUSINESS PHONE: 7137596808 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) 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 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. 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 -----END PRIVACY-ENHANCED MESSAGE-----