-----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, TmGJBDlhIgmK7M+yMcR4LUFGNjMFP6/dcLg2EGf9/fl0IJCRjQr9ThamZNxiJQ9M d/vyBc99getklRc/HAGiyQ== 0000899243-01-501710.txt : 20020410 0000899243-01-501710.hdr.sgml : 20020410 ACCESSION NUMBER: 0000899243-01-501710 CONFORMED SUBMISSION TYPE: SC 13E3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20011109 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ENEX RESOURCES CORP CENTRAL INDEX KEY: 0000314864 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 930747806 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E3 SEC ACT: 1934 Act SEC FILE NUMBER: 005-32097 FILM NUMBER: 1780718 BUSINESS ADDRESS: STREET 1: 700 MILAM STREET, SUITE 1100 CITY: HOUSTON STATE: TX ZIP: 77002-28 BUSINESS PHONE: 7138217100 MAIL ADDRESS: STREET 1: 700 MILAM STREET, SUITE 1100 CITY: HOUSTON STATE: TX ZIP: 77002 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ENEX RESOURCES CORP CENTRAL INDEX KEY: 0000314864 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 930747806 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E3 BUSINESS ADDRESS: STREET 1: 700 MILAM STREET, SUITE 1100 CITY: HOUSTON STATE: TX ZIP: 77002-28 BUSINESS PHONE: 7138217100 MAIL ADDRESS: STREET 1: 700 MILAM STREET, SUITE 1100 CITY: HOUSTON STATE: TX ZIP: 77002 SC 13E3 1 dsc13e3.txt TRANSACTION STMT. UNDER SECTION 13(E) SCHEDULE 13E-3 (Rule 13e-100) Transaction Statement Under Section 13(e) of the Securities Exchange Act of 1934 and Rule 13e-3 Thereunder ENEX RESOURCES CORPORATION _______________________________________________ (Name of the Issuer) ENEX RESOURCES CORPORATION _______________________________________________ (Name of Person Filing Statement) COMMON STOCK, PAR VALUE $0.05 PER SHARE _______________________________________________ (Title of Class of Securities) 292744208 _______________________________________________ (CUSIP Number of Class of Securities) Floyd C. Wilson Enex Resources Corporation 700 Milam Street Suite 1100 Houston, Texas 77002 (713) 821-7100 With Copies to: David S. Elkouri Hinkle Elkouri Law Firm L.L.C. 301 N. Main Suite 2000 Wichita, Kansas 67202-4820 (316) 267-2000 _______________________________________________ (Name, Address, and Telephone Numbers of Persons Authorized to Receive Notices and Communications on Behalf of the Person Filing Statement) This statement is filed in connection with (check the appropriate box): a. [x] The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934. b. [ ] 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: [x] Check the following box if the filing fee is a final amendment reporting the results of the transaction: [ ] CALCULATION OF FILING FEE Transaction Valuation* Amount of Filing Fee* $3,758,902 $751.78 * As of November 1, 2001, there were 268,493 shares of common stock, par value $0.05 per share ("Common Stock") of Enex Resources Corporation ("Enex") outstanding and owned by stockholders other than 3TEC Energy Corporation ("3TEC"). The filing fee was determined by multiplying the number of shares of Common Stock that are proposed to be acquired in the merger times the merger consideration of $14.00 in cash per share of Common Stock (the "Total Consideration"). The payment of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, equals one- fiftieth of one percent of the Total Consideration. [x] Check the box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: $751.78 (2) Form, Schedule or Registration Statement No.: Preliminary Schedule 14C (3) Filing Party: Enex Resources Corporation (4) Date Filed: November 2, 2001 INTRODUCTION This Rule 13e-3 Transaction Statement on Schedule 13E-3 (the "Schedule 13E- 3") is being filed by Enex Resources Corporation ("Enex" or the "Company"), a Delaware corporation and the issuer of the equity securities which are the subject of the transaction (the "Filing Person"). This Schedule 13E-3 relates to the Merger Agreement dated October 25, 2001 (the "Merger Agreement") among the Company, 3TEC Energy Corporation ("3TEC"), a Delaware corporation and 3NEX Acquisition Corporation ("3NEX"), a Delaware corporation and wholly owned subsidiary of 3TEC. The Merger Agreement provides for the merger (the "Merger") of the newly formed corporation, 3NEX, with and into the Company, with the Company surviving as a wholly owned subsidiary of 3TEC. If approved, each share of common stock of the Company (other than shares owned by 3TEC or by stockholders exercising dissenters' rights) will be converted into the right to receive $14.00 per share in cash. In conjunction with the filing of this Schedule 13E-3, Enex filed with the Securities and Exchange Commission (the "SEC") on November 2, 2001, a Preliminary Information Statement on Schedule 14C (the "Information Statement"), relating to the special meeting of stockholders of Enex, and any and all adjournments or postponements thereof, at which the stockholders of Enex will consider and vote upon a proposal to approve and adopt the Merger Agreement and approve the Merger. Upon consummation of the Merger, 3TEC will own 100% of the Company's common stock. Pursuant to General Instructions F and G of Schedule 13E-3, the Preliminary Information Statement on Schedule 14C was filed on EDGAR on November 2, 2001, and is incorporated herein by reference. Capitalized terms used but not defined in this Schedule 13E-3 shall have the meanings given to them in the Information Statement. ITEM 1. SUMMARY TERM SHEET. The information set forth under "Summary" in the Information Statement is incorporated herein by reference. ITEM 2. SUBJECT COMPANY INFORMATION. (a) NAME AND ADDRESS. The information set forth under "Parties to the Merger Agreement" in the Information Statement is incorporated herein by reference. (b) SECURITIES. The information set forth under "Outstanding Capital Stock" in the Information Statement is incorporated herein by reference. (c) TRADING MARKET AND PRICE. The information set forth under "Outstanding Capital Stock" in the Information Statement is incorporated herein by reference. The high and low sales prices for the Company's common stock for each quarter during the past two years is as follows: High Low First Quarter 2000 $2.50 $2.25 Second Quarter 2000 $3.00 $2.75 Third Quarter 2000 $6.00 $2.75 Fourth Quarter 2000 $5.13 $3.50 First Quarter 1999 $6.00 $3.50 Second Quarter 1999 $3.50 $2.50 Third Quarter 1999 $3.50 $2.00 Fourth Quarter 1999 $2.25 $2.13 (d) DIVIDENDS. No dividends have been paid by the Company during the past two years. Any future determination as to the payment of dividends will be made at the discretion of the Company's Board of Directors and will depend on a number of factors, including the future earnings, capital requirements, financial condition and future prospects of the Company, and any other factors as the Company's Board of Directors may deem relevant. (e) PRIOR PUBLIC OFFERINGS. None. (f) PRIOR STOCK PURCHASES. None. ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON. (a) - (c) NAME AND ADDRESS, BUSINESS AND BACKGROUND OF ENTITIES AND BUSINESS AND BACKGROUND OF NATURAL PERSONS. The information set forth under "Parties to the Merger Agreement" "Security Ownership of Certain Beneficial Owners" and "Security Ownership of Management" in the Information Statement is incorporated herein by reference. Enex is the Filing Person and the subject company in this Schedule 13E-3. The following table sets forth information concerning the present directors and executive officers of the Company.
Director Name Age Position(s) Held Since - ---- --- ---------------- -------- Floyd C. Wilson 54 Chairman of the Board, 1999 and Chief Executive Officer R.A. Walker 44 President and Chief Financial Officer Stephen W. Herod 42 Director, 1998 Vice President and Secretary
Director Name Age Position(s) Held Since - ---- --- ---------------- -------- Shane M. Bayless 34 Vice President - Controller and Treasurer Mark S. Holt 45 Assistant Secretary Gary R. Christopher 52 Director 1998 David B. Miller 51 Director 1999 D. Martin Phillips 48 Director 1999 David B. Dunton 39 Director 1999
Floyd Wilson has served as Chairman of the Board and Chief Executive Officer of the Company since 1999. Mr. Wilson is also the Chairman and Chief Executive Officer of 3TEC, joining 3TEC on August 27, 1999, concurrent with the investment by W/E Energy Company L.L.C. ("W/E"). Mr. Wilson founded W/E in 1998. Mr. Wilson began his career in the energy business in Houston in 1970 as a completion engineer. He moved to Wichita in 1976 to start an oil and natural gas operating company, one of several private energy ventures which preceded the formation of W/E. Mr. Wilson founded Hugoton Energy Corporation ("Hugoton ") in 1987, and served as its Chairman, President and Chief Executive Officer. In 1994, Mr. Wilson took Hugoton public, and sold the company in 1998 to Chesapeake Energy Corporation. R.A. Walker has served as President and Chief Financial Officer of the Company since June 2000. Mr. Walker has served as President and Chief Financial Officer of 3TEC since May 1, 2000. Prior to joining 3TEC he was a Senior Managing Director and Co-head of Prudential Capital Group, a $32 billion asset management and merchant banking affiliate of The Prudential Insurance Company of America investing in privately-placed debt and equity securities. From 1990 to 1998, Mr. Walker was the Managing Director of the Dallas office of Prudential Capital Group where he was responsible for the firm's global energy investments, as well as general corporate finance for the Southwestern United States. He joined Prudential in 1987, holding various responsibilities in its Boston, Dallas and Newark offices, after spending approximately six years in commercial banking and two years with an independent oil and gas company. Stephen W. Herod has served as a Director of the Company from 1998 until August 1999 and from October 1999 until present. Mr. Herod has served as Secretary of the Company since December 1999 and as Vice President of the Company since November 1999. Mr. Herod has served as Executive Vice President - Corporate Development of 3TEC since December 1999 and as a director of 3TEC since July 1997. Mr. Herod served as the Treasurer of 3TEC from 1999 until 2001. From July 1997 to December 1999, Mr. Herod was Vice President-Corporate Development of 3TEC. Mr. Herod served as President and a director of Shore Oil Company from April 1992 until the merger of Shore with 3TEC on June 30, 1997. He joined Shore's predecessor as Controller in February 1991. Mr. Herod was employed by Conquest Exploration Company from 1984 until 1991 in various financial management positions, including Operations Accounting Manager. From 1981 to 1984, Superior Oil Company employed Mr. Herod as a financial analyst. Shane M. Bayless has served as Vice President - Controller and Treasurer since August 2000. Mr. Bayless joined 3TEC in August 2000 as Vice President - Controller. Previously, from July 1998, Mr. Bayless was vice president and controller with Encore Acquisition Partners, Inc. Prior to that time Mr. Bayless served as the controller and chief accounting officer of Hugoton Energy Corporation from 1996 to 1998. Mr. Bayless was also Hugoton's manager of accounting from 1993 to 1996. Mark S. Holt has served as Assistant Secretary since November 1999. Mr. Holt joined 3TEC in August 1999 and became Assistant Secretary in November 1999 and Vice President - Land in December 1999. W/E employed Mr. Holt as District Landman from 1998 to 1999. From 1985 to 1998, Mr. Holt was the owner of Holt Resources, which provided land consulting services to various oil and natural gas companies and operators. From 1979 to 1985, Mr. Holt was a Senior Landman for Sun Oil Company. Gary R. Christopher has served as a Director of the Company since 1998. Mr. Christopher is Acquisitions Coordinator of Kaiser-Francis Oil Company, a position he has held since February, 1995. From 1991 to 1995, Mr. Christopher served as Senior Vice President and Manager of Energy Lending for the Bank of Oklahoma. He continues to serve as a consultant to the Bank of Oklahoma. Mr. Christopher is also President, Chief Executive Office and a director of PetroCorp, Inc., a public oil and natural gas company controlled by Kaiser- Francis Oil Company. Kaiser-Francis Oil Company owns 1,112,578 shares of 3TEC's common stock. David B. Miller has served as a Director of the Company and of 3TEC since 1999. Mr. Miller is a Managing Director and co-founder of EnCap Investments L.L.C. ("EnCap"). EnCap is an investment management and merchant banking firm focused on the upstream and midstream sectors of the oil and natural gas industry that was founded in 1988. EnCap is the general partner and controlling person of certain members of W/E. From 1988 to 1996, Mr. Miller also served as President of PMC Reserve Acquisition Company, a partnership jointly owned by EnCap and Pitts Energy Group. Prior to the establishment of EnCap, Mr. Miller served as Co-Chief Executive Officer of MAZE Exploration Inc., a Denver, Colorado, based oil and natural gas company he co-founded in 1981. D. Martin Phillips has served as a Director of the Company and of 3TEC since 1999. Mr. Phillips is a Managing Director and principal of EnCap. EnCap is an investment management and merchant banking firm focused on the upstream and midstream sectors of the oil and natural gas industry that was founded in 1988. EnCap is the general partner and controlling person of certain members of W/E. Prior to joining EnCap in 1989, from 1978 to 1989, Mr. Phillips served in various management capacities with NCNB Texas National Bank, including as Senior Vice President in the Energy Banking Group. Mr. Phillips is also a director of Bargo Energy Company, a public oil and natural gas company. David B. Dunton has served as a Director of the Company since 1999. Mr. Dunton is Vice President of EnCap. EnCap is an investment management and merchant banking firm focused on the upstream and midstream sectors of the oil and natural gas industry that was founded in 1988. EnCap is the general partner and controlling person of certain members of W/E. Prior to joining EnCap in 1998, he performed in various business development and marketing management roles with Delhi Gas Pipeline from 1990 until 1998 and was an energy banker with Texas Commerce Bank. The following table sets forth information concerning the present directors and executive officers of 3TEC.
NAME AGE POSITION(S) HELD SINCE - ---- --- ---------------- ----- Floyd C. Wilson 54 Chairman and Chief Executive Officer 1999 R. A. Walker 44 President, Chief Financial Officer and Director 2000 Stephen W. Herod 42 Executive Vice President-Corporate 1997 Development, Assistant Secretary and Director Shane M. Bayless 34 Vice President; Controller and Treasurer 2000 Richard K. Stoneburner 47 Vice President-Exploration 1999 Mark S. Holt 44 Vice President-Land and Assistant Secretary 1999 C.E. Hackstedt 51 Vice President - Engineering and Operations 2000 David S. Elkouri 47 Secretary 2000 David B. Miller 51 Director 1999 D. Martin Phillips 47 Director 1999 Gary R. Christopher 51 Director 1997 Larry L. Helm 53 Director 2000
RICHARD K. STONEBURNER joined 3TEC in August 1999 and became Vice President - - Exploration in December 1999. Mr. Stoneburner was employed by W/E as District Geologist from 1998 to 1999. Prior to joining 3TEC, Mr. Stoneburner worked as a geologist for Texas Oil & Gas, The Reach Group, Weber Energy Corporation, Hugoton Energy Corporation and, independently through his own company, Stoneburner Exploration, Inc. Mr. Stoneburner has over 20 years of experience in the energy field. C.E. HACKSTEDT joined 3TEC in December 2000 and became Vice President - Engineering and Operations in March 2001. Prior to joining 3TEC, Mr. Hackstedt was Vice President of Engineering and Operations for Panther Resources Corporation from 1999 to 2000. Mr. Hackstedt was the Vice President of Operations, Gulf Coast Division from 1995 to 1998 and Vice President of Operations from 1992 to 1995 for UMC Petroleum Corporation. DAVID S. ELKOURI became Secretary of 3TEC in May 2000. Mr. Elkouri is a founding member of the Wichita, Kansas law firm, Hinkle Elkouri Law Firm L.L.C., which was established in 1986. Mr. Elkouri is currently the firm's Co-Managing Director and the Chairman of its Corporate Department. Prior to establishing Hinkle Elkouri Law Firm L.L.C., Mr. Elkouri was a partner in the Wichita law firm of Regan & McGannon and an associate in the San Diego, California law firm of Gray Cary Wave & Freidenrich LLP. He is currently a member of the Board of Directors of Rand Graphics, Inc. and served as a director of Hugoton Energy Corporation from 1993 until 1998. He is an Adjunct Professor of Law at the University of Kansas School of Law and teaches business planning. Mr. Elkouri's business address is 301 North Main, Suite 2000, Wichita, Kansas, 67202. LARRY L. HELM has served as a director of 3TEC since 2000 and is chairman of the Audit Committee. Mr. Helm is Executive Vice President and Manager, Southern Region Middle Market for Bank One, NA, a position he has held since 1996. Mr. Helm joined Bank One, NA in 1989 and has held increasingly more responsible positions with Bank One, NA, including, most recently, Chairman and Chief Executive Officer of Bank One, NA's Dallas Region. Mr. Helm is a former director of the Independent Petroleum Association of America. Mr. Helm's business address is IL1-0894, 1 Bank One Plaza, Chicago, IL 60670. None of the directors and officers of the Company and 3TEC have been convicted in a criminal proceeding during the past five years, nor have any of them been a party to any judicial or administrative proceeding during the past five years relating to violations of federal or state securities laws. All of the directors and officers of the Company and 3TEC are citizens of the United States. ITEM 4. TERMS OF THE TRANSACTION. (a) MATERIAL TERMS. The information set forth under "Summary", "Quorum and Required Vote", "The Merger", and "The Merger Agreement" in the Information Statement is incorporated herein by reference. Exhibit "A" to the Information Statement is also incorporated herein by reference in its entirety. (b) DIFFERENT TERMS. The information set forth under "Summary" and "The Merger Agreement" in the Information Statement is incorporated herein by reference. (c) APPRAISAL RIGHTS. The information set forth under "Summary" and "Appraisal Rights of Dissenting Stockholders" in the Information Statement is incorporated herein by reference. Exhibit "B" to the Information Statement is also incorporated herein by reference in its entirety. (d) PROVISIONS FOR UNAFFILIATED SECURITY HOLDERS. None. (e) ELIGIBILITY FOR LISTING OR TRADING. Not applicable. ITEM 5. PAST CONTRACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS. (a) TRANSACTIONS. Not applicable. (b) SIGNIFICANT CORPORATE EVENTS. The information set forth under "Security Ownership of Certain Beneficial Owners" and "Appraisal Rights of Dissenting Stockholders" in the Information Statement is incorporated herein by reference. Since 1982, the Company has financed most of its oil and gas activities through the public sale of interests in limited partnerships formed to purchase and hold working interests and other operating and non-operating interests in producing oil and gas properties (the "Partnerships"). From 1982 through 1994, the Company formed 56 limited partnerships with aggregate investor subscriptions of $224 million received from 69,139 investors, including reinvestors. Producing property acquisitions for those partnerships totaled approximately $201 million. During 1995 through 1997, eleven partnerships, with aggregate investor subscriptions totaling approximately $54 million were liquidated. Effective June 30, 1997, the remaining 34 partnerships were consolidated into Enex Consolidated Partners, L.P. (the "Consolidated Partnership"). The limited partners in the 34 partnerships were issued 1,102,631 units in the Consolidated Partnership. The Company's receivables and its general partner capital balances from the consolidated partnerships were converted into limited partner units in the Consolidated Partnership. These interests combined with the Company's limited partner interests in the consolidated partnerships gave the Company a 55.5% limited partner interest in the Consolidated Partnership, together with a 4.1% carried revenue interest as the general partner of the Consolidated Partnership. General and administrative savings and simplification, risk reduction, oil and gas reserve diversification and expansion were the primary reasons for the formation of the Consolidated Partnership. Subsequent to the formation of the Consolidated Partnership, the Company has acquired additional limited partner units such that its limited partner interest at October 1, 1998 was approximately 56.2%. On February 19, 1998, 3TEC began a $15 per share cash tender offer for 100% of the outstanding common stock of the Company. At the expiration of the tender offer on March 27, 1998, 1,064,432 common shares (79.2%) of the Company were tendered for an aggregate price of $15,966,480. Over the three week period ended December 31, 1998, 3TEC acquired an additional 9,747 shares of the outstanding common stock of the Company to bring its ownership of the Company to 80%. After the close of the tender offer, the Company's officers and directors were replaced with the officers and directors of 3TEC and the Company's headquarters were moved to 3TEC's headquarters. On November 27, 1998, 3TEC filed with the SEC an offer to purchase 100% of the limited partners units of the Consolidated Partnership (the "Exchange Offer"). The Exchange Offer involved the issuance of 2,177,481 shares of 3TEC Series C preferred stock (the "Series C") and payment of approximately $539,000 in cash in exchange for all of the outstanding limited partner units of the Consolidated Partnership, the transfer of the Consolidated Partnership's assets and liabilities to 3TEC effective October 1, 1998, and the dissolution of the Consolidated Partnership. The Exchange Offer valued each Consolidated Partnership unit at $10.43 and the unit holders had the option of exchanging their units for the Series C (at a conversion ratio of 2.086 Series C shares for each of the total 1,102,631 outstanding Consolidated Partnership units) or exercising dissenters' rights and receiving a cash payment for their interests. The Company did not exercise its dissenters' rights and at the closing of the Exchange Offer on December 31, 1998, was issued 1,293,521 Series C shares for its limited partner interest in the Consolidated Partnership. The Series C entitles the holder to cash dividends at the rate of 10% per year (payable semi-annually on March 31 and September 30), a $5.00 per share liquidation preference and conversion, at any time, of each Series C share into three shares of 3TEC common stock. After January 1, 2000, 3TEC had, at its option, the right to redeem the Series C for the liquidation value plus accrued dividends. On August 31, 2000, 3TEC sent notices to the holders of its Series C Preferred Stock advising that the Series C would be redeemed on September 30, 2000. The Series C had a redemption price of $5.00 per share and the holders had the right to convert their Series C shares into 3TEC common stock at a ratio of one share of common for three shares of Series C prior to September 30, 2000. As of December 31, 2000, the Company's Series C shares had been redeemed and the Company holds a note receivable from 3TEC in consideration for the redemption. (c) NEGOTIATIONS OR CONTRACTS. The information set forth under (b) above is incorporated herein by reference. (d) AGREEMENTS INVOLVING THE SUBJECT COMPANY'S SECURITIES. The information set forth under "The Merger Agreement" in the Information Statement is incorporated herein by reference. ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS. (a) USE OF SECURITIES ACQUIRED. The information set forth under "The Merger Agreement" in the Information Statement is incorporated herein by reference. (b) PLANS. The information set forth under "Summary", "The Merger", "The Merger Agreement" and "Interests of Certain Persons in the Merger" in the Information Statement is incorporated herein by reference. ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS. (a) PURPOSES. The information set forth under "Summary", "The Merger", and "The Merger Agreement" in the Information Statement is incorporated herein by reference. (b) ALTERNATIVES. None. (c) REASONS. The information set forth under "Summary", "The Merger", and "The Merger Agreement" in the Information Statement is incorporated herein by reference. (d) EFFECTS. The information set forth under "Summary", "The Merger", "The Merger Agreement" and "Interests of Certain Persons in the Merger" in the Information Statement is incorporated herein by reference. 3TEC will benefit from the Merger due to cost savings from the elimination of general and administrative expenses for Enex, including but not limited to audit fees, third party engineering, tax return preparation and franchise fees. ITEM 8. FAIRNESS OF THE TRANSACTION. (a) FAIRNESS. The Company reasonably believes that the Merger Proposal is fair to unaffiliated security holders. (b) FACTORS CONSIDERED IN DETERMINING FAIRNESS. The information set forth under "Summary", "The Merger", and "The Merger Agreement" in the Information Statement is incorporated herein by reference. (c) APPROVAL OF SECURITY HOLDERS. The information set forth under "Quorum and Required Vote" in the Information Statement is incorporated herein by reference. (d) UNAFFILIATED REPRESENTATIVE. The information set forth under "Summary" and "The Merger" in the Information Statement is incorporated herein by reference. (e) APPROVAL OF DIRECTORS. The information set forth under "Summary" and "The Merger" in the Information Statement is incorporated herein by reference. The Company does not have any employees at this time. (f) OTHER OFFERS. None. ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS. (a) REPORT, OPINION OR APPRAISAL. The information set forth under "Summary" and "The Merger" in the Information Statement is incorporated herein by reference. (b) PREPARER AND SUMMARY OF THE REPORT, OPINION OR APPRAISAL. The information set forth under "Summary" and "The Merger" in the Information Statement is incorporated herein by reference. (c) AVAILABILITY OF DOCUMENTS. The Fairness Opinion will be made available for inspection and copying at the principal executive offices of the Company during its regular business hours by any interested Enex stockholder of record. ITEM 10. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION. (a) SOURCE OF FUNDS. The information set forth under "Summary" and "Source and Amount of Funds" in the Information Statement is incorporated herein by reference. (b) CONDITIONS. None. (c) EXPENSES. The information set forth under "The Merger Agreement" "The Merger" and "Source and Amount of Funds" in the Information Statement is incorporated herein by reference. (d) BORROWED FUNDS. None. ITEM 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY. (a) SECURITIES OWNERSHIP. The information set forth under "Security Ownership of Certain Beneficial Owners" and "Security Ownership of Management" in the Information Statement is incorporated herein by reference. (b) SECURITIES TRANSACTIONS. None. ITEM 12. THE SOLICITATION OR RECOMMENDATION. (a) INTENT TO TENDER OR VOTE IN A GOING-PRIVATE TRANSACTION. 3TEC intends to vote in favor of the Merger Proposal based upon the resolution adopted by the 3TEC Board of Directors. (b) RECOMMENDATIONS OF OTHERS. None. ITEM 13. FINANCIAL STATEMENTS. (a) FINANCIAL INFORMATION. The Company's Form 10KSB filed April 13, 2001, Form 10QSB filed May 13, 2001, Form 10QSB filed August 8, 2001, and Form 10QSB filed November 8, 2001, have all been filed with the SEC and are all incorporated herein by reference. The Company files annual, quarterly and special reports, proxy statements and other information with the SEC. Company stockholders may read and copy any document the Company files at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at l-800-SEC-0330 for further information on the operation of the Public Reference Room. The Company's public filings are also available from commercial document retrieval services and at the Internet World Wide Web site maintained by the SEC (http://www.sec.gov). (b) PRO FORMA INFORMATION. Not applicable. ITEM 14. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED. (a) SOLICITATIONS OR RECOMMENDATIONS. The information set forth under "Summary" and "The Merger" in the Information Statement is incorporated herein by reference. (b) EMPLOYEES AND CORPORATE ASSETS. None. ITEM 15. ADDITIONAL INFORMATION. None. ITEM 16. EXHIBITS. (a) (1) Preliminary Information Statement on Schedule 14C filed with the SEC on November 2, 2001 and incorporated herein by reference. (c) (1) Fairness Opinion of Sanders Morris Harris dated October 1, 2001 (incorporated by reference to Exhibit "C" to the Preliminary Information Statement on Schedule 14C filed with the SEC on November 2, 2001). (d) (1) Merger Agreement dated October 25, 2001, among Enex, 3TEC and 3NEX (incorporated by reference to Exhibit "A" to the Preliminary Information Statement on Schedule 14C filed with the SEC on November 2, 2001). (f) (1) Section 262 of the Delaware General Corporation Law (incorporated by reference to Exhibit "B" to the Preliminary Information Statement on Schedule 14C filed with the SEC on November 2, 2001). SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. /s/ Floyd C. Wilson Floyd C. Wilson, Chief Executive Officer November 9, 2001 -----END PRIVACY-ENHANCED MESSAGE-----