-----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, Hzy0YKI8wWGeDCgUBx2vDsxfnl0eceTDRBB8vTFHAFtHoTxr6F3NcTH/fhzSQUDw en1gqXfc8g/vy1/mGkLlnA== 0000950144-99-012905.txt : 19991115 0000950144-99-012905.hdr.sgml : 19991115 ACCESSION NUMBER: 0000950144-99-012905 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990930 FILED AS OF DATE: 19991112 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENSTAR GROUP INC CENTRAL INDEX KEY: 0000055820 STANDARD INDUSTRIAL CLASSIFICATION: INVESTORS, NEC [6799] IRS NUMBER: 630590560 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-07477 FILM NUMBER: 99749286 BUSINESS ADDRESS: STREET 1: 172 COMMERCE STREET STREET 2: 3RD FLOOR CITY: MONTGOMERY STATE: AL ZIP: 36104 BUSINESS PHONE: 3348345483 MAIL ADDRESS: STREET 1: 172 COMMERCE STREET STREET 2: 3RD FLOOR CITY: MONTGOMERY STATE: AL ZIP: 36104 FORMER COMPANY: FORMER CONFORMED NAME: KINDER CARE INC DATE OF NAME CHANGE: 19891114 FORMER COMPANY: FORMER CONFORMED NAME: KINDER CARE LEARNING CENTERS INC/DE/ DATE OF NAME CHANGE: 19870329 10-Q 1 THE ENSTAR GROUP, INC. 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 12, 1999 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (MARK ONE) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1999 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ________ TO ________ COMMISSION FILE NUMBER 0-07477 THE ENSTAR GROUP, INC. (Exact name of registrant as specified in its charter) GEORGIA 63-0590560 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.)
401 MADISON AVENUE MONTGOMERY, ALABAMA 36104 (Address of principal executive offices) (334) 834-5483 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [X] NO [ ] Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. YES [X] NO [ ] The number of shares of Registrant's Common Stock, $.01 par value per share, outstanding at November 12, 1999 was 5,265,753. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 THIS FORM 10-Q AND OTHER STATEMENTS ISSUED OR MADE FROM TIME TO TIME BY THE ENSTAR GROUP, INC. OR MEMBERS OF ITS MANAGEMENT TEAM CONTAIN STATEMENTS WHICH MAY CONSTITUTE "FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF THE SECURITIES ACT OF 1933, AND THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED BY THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995, 15 U.S.C.A. SECTIONS 77Z-2 AND 78U-5 (SUPP. 1996). THOSE STATEMENTS INCLUDE STATEMENTS REGARDING THE INTENT, BELIEF OR CURRENT EXPECTATIONS OF THE ENSTAR GROUP, INC. AND MEMBERS OF ITS MANAGEMENT TEAM, AS WELL AS THE ASSUMPTIONS ON WHICH SUCH STATEMENTS ARE BASED. PROSPECTIVE INVESTORS ARE CAUTIONED THAT ANY SUCH FORWARD-LOOKING STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE AND INVOLVE RISKS AND UNCERTAINTIES, AND THAT ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE CONTEMPLATED BY SUCH FORWARD-LOOKING STATEMENTS. IMPORTANT FACTORS CURRENTLY KNOWN TO MANAGEMENT THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN FORWARD-LOOKING STATEMENTS ARE SET FORTH IN THE SAFE HARBOR COMPLIANCE STATEMENT FOR FORWARD-LOOKING STATEMENTS INCLUDED AS EXHIBIT 99.1 TO THIS FORM 10-Q, AND ARE HEREBY INCORPORATED BY REFERENCE. THE COMPANY UNDERTAKES NO OBLIGATION TO UPDATE OR REVISE FORWARD-LOOKING STATEMENTS TO REFLECT CHANGED ASSUMPTIONS, THE OCCURRENCE OF UNANTICIPATED EVENTS OR CHANGES TO FUTURE OPERATING RESULTS OVER TIME. i 3 PART I FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS THE ENSTAR GROUP, INC. CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, DECEMBER 31, 1999 1998 ------------- ------------ (DOLLARS IN THOUSANDS) (UNAUDITED) ASSETS Cash and cash equivalents................................... $63,713 $12,826 Certificates of deposit..................................... 3,595 53,424 Other....................................................... 476 724 Investment in B-Line LLC.................................... 955 1,007 Property and equipment, net................................. 37 36 ------- ------- Total assets...................................... $68,776 $68,017 ======= ======= LIABILITIES AND SHAREHOLDERS' EQUITY Accounts payable and accrued liabilities.................... $ 91 $ 529 Deferred liabilities........................................ 235 174 Other....................................................... 379 370 ------- ------- Total liabilities................................. 705 1,073 ------- ------- Shareholders' equity: Common stock ($.01 par value; 55,000,000 shares authorized, 5,708,080 and 5,707,920 shares issued at September 30, 1999 and December 31, 1998, respectively).......................................... 57 57 Additional paid-in capital................................ 183,191 183,201 Note receivable, net of discount of $619 and $973 at September 30, 1999 and December 31, 1998, respectively........................................... (14,381) (14,027) Accumulated deficit....................................... (94,986) (96,477) Treasury stock, at cost (442,351 shares).................. (5,810) (5,810) ------- ------- Total shareholders' equity........................ 68,071 66,944 ------- ------- Total liabilities and shareholders' equity........ $68,776 $68,017 ======= =======
The accompanying notes are an integral part of the consolidated financial statements. 1 4 THE ENSTAR GROUP, INC. CONSOLIDATED STATEMENTS OF INCOME
THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, ----------------------- ----------------------- 1999 1998 1999 1998 ---------- ---------- ---------- ---------- (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA) (UNAUDITED) Investment income............................... $ 1,148 $ 36,894 $ 3,295 $ 39,625 Litigation income (expense), net................ -- (2) 245 68 General and administrative expenses............. (427) (350) (1,956) (1,565) Interest expense................................ (3) (40) (9) (133) ---------- ---------- ---------- ---------- Income before income taxes...................... 718 36,502 1,575 37,995 Income taxes.................................... (37) (1,154) (84) (1,194) ---------- ---------- ---------- ---------- Net income...................................... $ 681 $ 35,348 $ 1,491 $ 36,801 ========== ========== ========== ========== Weighted average shares outstanding............. 5,265,729 4,115,064 5,265,716 4,205,956 ========== ========== ========== ========== Weighted average shares outstanding -- assuming dilution...................................... 5,342,337 4,171,084 5,333,915 4,257,165 ========== ========== ========== ========== Net income per common share..................... $ 0.13 $ 8.59 $ 0.28 $ 8.75 ========== ========== ========== ========== Net income per common share -- assuming dilution...................................... $ 0.13 $ 8.47 $ 0.28 $ 8.64 ========== ========== ========== ==========
The accompanying notes are an integral part of the consolidated financial statements. 2 5 THE ENSTAR GROUP, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, --------------- ----------------- 1999 1998 1999 1998 ---- -------- ------ -------- (IN THOUSANDS) (UNAUDITED) Net income................................................. $681 $ 35,348 $1,491 $ 36,801 Other comprehensive income: Unrealized gains (losses) on investment in First Union... -- (5,680) -- 2,846 Less: reclassification adjustment for gains included in net income............................................ -- (37,634) -- (40,452) ---- -------- ------ -------- Other comprehensive income................................. 0 (43,314) 0 (37,606) ---- -------- ------ -------- Comprehensive income....................................... $681 $ (7,966) $1,491 $ (805) ==== ======== ====== ========
The accompanying notes are an integral part of the consolidated financial statements. 3 6 THE ENSTAR GROUP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, ---------------------- 1999 1998 --------- ---------- (DOLLARS IN THOUSANDS) (UNAUDITED) Cash flows from operating activities: Net income................................................ $ 1,491 $ 36,801 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation........................................... 10 11 Amortization of goodwill............................... 70 -- Accretion of discount on note receivable............... (354) -- Equity in earnings of B-Line LLC....................... (18) -- Gain on sale of First Union common stock............... -- (40,452) Loss on call option transactions....................... -- 2,498 Changes in assets and liabilities: Accounts payable and accrued liabilities............... (438) 1,142 Other.................................................. 318 117 ------- -------- Net cash provided by operating activities......... 1,079 117 ------- -------- Cash flows from investing activities: Proceeds from sale of First Union common stock............ -- 68,824 Proceeds from sale of call options........................ -- 363 Repurchases of call options sold.......................... -- (902) Purchases of certificates of deposit...................... (3,595) (6,754) Maturities of certificates of deposit..................... 53,424 6,655 Purchase of property and equipment........................ (11) (3) ------- -------- Net cash provided by investing activities......... 49,818 68,183 ------- -------- Cash flows from financing activities: Common stock issuance costs............................... (10) -- Proceeds from note payable................................ -- 1,311 Repayment of note payable................................. -- (1,824) Purchase of treasury stock................................ -- (4,770) ------- -------- Net cash used in financing activities............. (10) (5,283) ------- -------- Increase in cash and cash equivalents....................... 50,887 63,017 Cash and cash equivalents at the beginning of the period.... 12,826 700 ------- -------- Cash and cash equivalents at the end of the period.......... $63,713 $ 63,717 ======= ======== Supplemental disclosures of cash flow information: Interest paid............................................. $ -- $ 18 ======= ======== Income taxes paid......................................... $ 58 $ 189 ======= ========
The accompanying notes are an integral part of the consolidated financial statements. 4 7 THE ENSTAR GROUP, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 1: GENERAL The consolidated financial statements of The Enstar Group, Inc. (the "Company") are unaudited and, in the opinion of management, include all adjustments consisting solely of normal recurring adjustments necessary to fairly state the Company's financial condition and results of operations for the interim period. The results of operations for the three and nine months ended September 30, 1999 are not necessarily indicative of the results to be expected for the full year. These statements should be read in conjunction with the financial statements and notes thereto for the year ended December 31, 1998 included in the Company's Form 10-K as filed with the Securities and Exchange Commission on March 29, 1999 under the Securities Exchange Act of 1934, as amended. Certain prior year amounts have been reclassified in the financial statements to conform with the current year presentation. NOTE 2: INVESTMENT IN B-LINE In November 1998, the Company made an investment in B-Line LLC ("B-Line"). B-Line is a privately owned company based in Seattle, Washington that provides services to credit card issuers and other holders of similar receivables. The Company purchased $950,000 of membership units of B-Line, representing approximately 8.77% of the then outstanding units of B-Line. The Company also purchased a one-year warrant to acquire additional B-Line units, with an aggregate exercise price of $950,000. Other investors also purchased membership units and warrants in B-Line. If the Company and the other investors with outstanding B-Line warrants and options were to exercise those warrants and options, the Company would own approximately 13.89% of B-Line. The Company's B-Line membership units are accounted for under the equity method. In addition, legal and professional fees of approximately $15,000 incurred in the purchase were capitalized as a part of the original cost. Approximately $803,000 of the original $950,000 paid was recorded as goodwill and is being amortized over a period of 10 years. NOTE 3: SHAREHOLDERS' EQUITY (a) Common Stock -- In January 1999, the Company issued 160 shares of its common stock to qualified former shareholders in accordance with the terms of its reorganization plan. It was determined by the Company that these former shareholders had submitted a complete Certification of Ownership in a timely manner. (b) Additional Paid-in Capital -- In February 1999, additional legal fees of $10,000 were incurred by the Company in relation to the sale of 1,158,860 newly issued shares of the Company's common stock to J. Christopher Flowers in December 1998. In accordance with generally accepted accounting principles, these fees were charged to equity in the first quarter of 1999. (c) Note Receivable -- In December 1998, the Company sold 1,158,860 newly issued shares of the Company's common stock to J. Christopher Flowers for a total purchase price of $15 million, in exchange for a full recourse promissory note from Flowers. Since the interest rate on the note is less than the rate an independent lender would charge Flowers, the note was recorded at a discount so as to yield a then current "market rate" of interest over its term, and a charge to earnings of approximately $990,000 was incurred to reflect such discount. This discount is being accreted over the term of the note. During the nine months ended September 30, 1999, approximately $354,000 was recorded as interest income to reflect the accretion of the discount. In accordance with generally accepted accounting principles, the note receivable, net of discount, is recorded as a charge to equity. 5 8 THE ENSTAR GROUP, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) NOTE 4: LEGAL PROCEEDINGS On February 11, 1997, fifteen former shareholders of the Company filed a lawsuit against the Company. The complaint, which deals with actions occurring prior to the Company's filing for bankruptcy in 1991, alleges that the Company along with its then principal officers and others defrauded the plaintiffs in violation of the Alabama Securities Act and other Alabama statutory provisions. The plaintiffs seek compensatory damages in the amount of their alleged losses of approximately $2.0 million and unspecified punitive damages. The Company filed a motion to dismiss and/or for summary judgement on March 17, 1997. The motion filed by the Company contends that the claims asserted are barred by the applicable statutes of limitations. The motion is still pending before the court. In the event the plaintiffs' claims are not dismissed pursuant to the Company's motion, the Company intends to contest the plaintiffs' claims vigorously. The Company cannot, however, reasonably predict the outcome of this lawsuit. NOTE 5: INVESTMENT INCOME Investment income for the three and nine months ended September 30, 1999 and 1998 is made up of the following components:
THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, ------------------------ ------------------------ 1999 1998 1999 1998 ---------- ----------- ---------- ----------- Gain on sale of First Union common stock................................. -- $37,634,000 -- $40,452,000 Loss on call option transactions...... -- (1,371,000) -- (2,498,000) Dividend and interest income and other............................... $1,148,000 631,000 $3,295,000 1,671,000 ---------- ----------- ---------- ----------- Total investment income..... $1,148,000 $36,894,000 $3,295,000 $39,625,000 ========== =========== ========== ===========
6 9 INDEPENDENT ACCOUNTANTS' REPORT Board of Directors and Shareholders of The Enstar Group, Inc.: We have reviewed the accompanying consolidated balance sheet of The Enstar Group, Inc. and subsidiary as of September 30, 1999, and the related consolidated statements of income, comprehensive income, and cash flows for the three-month and nine-month periods ended September 30, 1999 and 1998. These financial statements are the responsibility of The Enstar Group, Inc. and subsidiary's management. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and of making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to such consolidated financial statements for them to be in conformity with generally accepted accounting principles. We have previously audited, in accordance with generally accepted auditing standards, the consolidated balance sheet of The Enstar Group, Inc. and subsidiary as of December 31, 1998 and the related consolidated statements of income, comprehensive income, shareholders' equity, and cash flows for the year then ended (not presented herein); and in our report dated March 15, 1999, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 1998 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived. /s/ DELOITTE & TOUCHE LLP October 29, 1999 Atlanta, Georgia 7 10 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Liquidity and Capital Resources The Company's assets, aggregating approximately $68.8 million at September 30, 1999, consisted primarily of cash, cash equivalents and certificates of deposit. The Company is currently engaged in the active search for one or more operating businesses. This search occupies substantially all of the time of the Company's senior officers. The Company's officers and directors have made efforts to identify suitable acquisition targets, however, such efforts have not resulted to date in any definitive agreements with respect to the acquisition of any business or company. With the exception of various expenses incurred in connection with the Company's search for a suitable acquisition, its only needs are to fund normal operating expenses. In the event the Company fails to acquire an operating business within a reasonable period of time, the Company will consider other alternatives, including, but not limited to, liquidation of the Company. Financial Condition The Company had total assets of $68.8 million at September 30, 1999 compared to $68.0 million at December 31, 1998. Results of Operations The Company reported net income of $681,000 and $1,491,000 for the three and nine month periods ended September 30, 1999, compared to net income of $35,348,000 and $36,801,000 for the same periods in the prior year. The changes in net income from the three and nine month periods ended September 30, 1999 compared to the same periods in the prior year are primarily a result of changes in the components of investment income and, in 1999, increased general and administrative expenses. Investment income was approximately $1.1 million and $3.3 million for the three and nine months periods ended September 30, 1999, respectively, compared to approximately $36.9 and $39.6 million for the same periods in the prior year. During the first quarter of 1998, the Company recorded a gain on the sale of 101,939 shares of First Union common stock of $2.8 million net of losses on call option transactions of approximately $1.2 million. During the quarter ended September 30, 1998, the Company sold its remaining 1,232,307 Shares of First Union common stock. The Company received net proceeds of approximately $63.7 million and realized a gain of approximately $37.6 million on the sale of the shares. This gain was partially offset by losses on call option transactions of approximately $1.4 million during the quarter ended September 30, 1998. In addition, the Company had interest and dividend income of approximately $631,000 and $1,671,000 for the three and nine month periods ended September 30, 1998, respectively. Investment income for the three and nine month periods ended September 30, 1999 consisted almost entirely of interest income. Since the sale of the Company's remaining holdings in First Union common stock during the year ended December 31, 1998, the Company has invested primarily in interest bearing accounts and certificates of deposit. General and administrative expenses were $427,000 and $1,956,000 for the three and nine month periods ended September 30, 1999, respectively, compared to $350,000 and $1,565,000 for the same periods in 1998. In addition to normal operating expenses, general and administrative expenses include legal and professional fees as well as travel expenses incurred in connection with the Company's search for a suitable acquisition. Most variances in general and administrative expenses can be attributed to the number of potential acquisition candidates the Company locates as well as the degree of interest the Company may have in such candidates. The stronger the interest in a candidate, the more rigorous financial and legal due diligence the Company will incur with respect to that candidate. During 1999, the Company incurred an increase in general and administrative expenses as a direct result of intensive evaluation of several potential acquisition candidates. 8 11 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Company is exposed to some market risk from changes in interest rates, but the Company does not believe the risk is material. The Company had cash and cash equivalents of approximately $63.7 million in interest bearing accounts (interest at floating rates) and approximately $3.6 million of short-term certificates of deposit (interest at fixed rates) at September 30, 1999. Although interest rate changes would affect the fair value of the Company's certificates of deposits, the weighted average original term of certificates held by the Company at September 30, 1999 was approximately 8 months. The short-term nature of these certificates limits the Company's risk of changes in the fair value of these certificates. The Company also had a full recourse note receivable at September 30, 1999, classified as a reduction of equity. The $15.0 million note bears interest at a fixed rate of 4.06% per annum, requires quarterly interest payments, and matures in December 2000. The note was recorded at a discount so as to yield a current market rate of interest as of the date of issuance of the note. PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS On February 11, 1997, fifteen former shareholders of the Company filed a lawsuit against the Company in the Circuit Court of Montgomery County, Alabama styled Peter N. Zachary, et al. v. The Enstar Group, Inc., Case No. CV-97-257-Gr. The complaint, which deals with actions occurring prior to the Company's filing for bankruptcy in 1991, alleges that the Company along with its then principal officers and others defrauded the plaintiffs in violation of the Alabama Securities Act and other Alabama statutory provisions. The plaintiffs seek compensatory damages in the amount of their alleged losses of approximately $2 million and unspecified punitive damages. The complaint is virtually identical to a complaint brought by these plaintiffs against the Company's former chairman, former president and others in December 1991, during the pendency of the Company's bankruptcy case and prior to the confirmation of the Company's Second Amended Plan of Reorganization, as modified (the "Reorganization Plan"). The plaintiffs allege that the United States Bankruptcy Court for the Middle District of Alabama (the "Bankruptcy Court") issued an order on January 15, 1997, allowing them to litigate their claims against the Company. The Bankruptcy Court's order actually held that the plaintiffs could not bring a late claim against the Company in its bankruptcy case and then went on to state that because of facts relating to these particular plaintiffs, they were not bound by the provisions of the Reorganization Plan and their claims were not subject to discharge under the Bankruptcy Code. On March 17, 1997, the Company filed a motion to dismiss and/or for summary judgment in response to the complaint on the basis that the claims asserted are barred by the applicable statute of limitations. The motion is still pending before the court. In the event the plaintiffs' claims are not dismissed pursuant to the Company's motion, the Company intends to contest the plaintiffs' claims vigorously. The Company cannot, however, reasonably predict the outcome of this litigation. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits
REFERENCE NUMBER DESCRIPTION OF EXHIBITS - --------- ----------------------- 2.1 -- Second Amended Plan of Reorganization of the Company, effective as of June 1, 1992 (incorporated by reference to Exhibit 2.1 to the Amendment No. 2 to Registration Statement on Form 10, dated March 27, 1997). 2.2 -- Amended Modification to Second Amended Plan of Reorganization of the Company, confirmed on August 24, 1993 (incorporated by reference to Exhibit 2.2 to the Amendment No. 2 to Registration Statement on Form 10, dated March 27, 1997).
9 12
REFERENCE NUMBER DESCRIPTION OF EXHIBITS - --------- ----------------------- 2.3 -- Agreement and Plan of Merger, dated as of December 31, 1996 (incorporated by reference to Exhibit 2.3 to the Amendment No. 2 to Registration Statement on Form 10, dated March 27, 1997). 3.1 -- Articles of Incorporation of the Company, as amended on June 10, 1998 (incorporated by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q, dated August 4, 1998). 3.2 -- Bylaws of the Company, as amended on May 20, 1999 (incorporated by reference to Exhibit 3.2 to the Quarterly Report on Form 10-Q dated August 6, 1999). 4.1 -- Rights Agreement between the Company and American Stock Transfer & Trust Company, as Rights Agent, dated as of January 20, 1997 (incorporated by reference to Exhibit 4.1 to the Amendment No. 2 to Registration Statement on Form 10, dated March 27, 1997). 4.2 -- Amendment Agreement dated as of October 20, 1998, to the Rights Agreement dated as of January 20, 1997 between the Company and American Stock Transfer & Trust Company (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K dated October 20, 1998). 27.1 -- Financial Data Schedule. (For SEC Use Only) 99.1 -- The Enstar Group, Inc. Private Securities Litigation Reform Act of 1995 Safe Harbor Compliance Statement For Forward-Looking Statements (incorporated by reference to Exhibit 99.1 to the Annual Report on Form 10-K, dated March 29, 1999). 99.2 -- Notice of Pending Distribution of New Common Stock in The Enstar Group, Inc. (incorporated by reference to Exhibit 99.1 to the Amendment No. 2 to Registration Statement on Form 10, dated March 27, 1997). 99.3 -- Modified Order on Proposed Distribution to Equity Security Holders by the United States Bankruptcy Court for the Middle District of Alabama (incorporated by reference to Exhibit 99.2 to the Amendment No. 2 to Registration Statement on Form 10, dated March 27, 1997).
(b) Reports on Form 8-K There were no reports filed on Form 8-K for the quarter ended September 30, 1999. 10 13 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. THE ENSTAR GROUP, INC. By: /s/ CHERYL D. DAVIS ------------------------------------------ Cheryl D. Davis Chief Financial Officer, Vice President of Corporate Taxes, Secretary (Authorized Officer) (Principal Financial Officer) Date: November 12, 1999 11 EX-27.1 2 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE ENSTAR GROUP, INC.'S UNAUDITED FINANCIAL STATEMENTS CONTAINED IN ITS REPORT ON FORM 10-Q FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 9-MOS DEC-31-1999 SEP-30-1999 63,713 3,595 0 0 0 0 110 73 68,776 91 0 0 0 57 68,014 68,776 0 3,540 0 0 1,956 0 9 1,575 84 1,491 0 0 0 1,491 0.28 0.28
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