-----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, I2q7ioXv52zlUGTXMzesNMDS4zdFbQOvTH7z/hYSxPovFEw8RS+lsrBIDyXE07Wp m35TNO0vaoya1Yg3lFUedw== 0001021088-99-000004.txt : 19990115 0001021088-99-000004.hdr.sgml : 19990115 ACCESSION NUMBER: 0001021088-99-000004 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981230 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990114 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: 001-14745 FILM NUMBER: 99506612 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) 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 EX-99.1 2 PRESS RELEASE 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. -----END PRIVACY-ENHANCED MESSAGE-----