SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): June 30, 2005
The Enstar Group, Inc.
(Exact Name of Registrant as Specified in its Charter)
GEORGIA 0-07477 63-0590560
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification Number)
401 MADISON AVENUE
MONTGOMERY, ALABAMA 36104
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code:
(334) 834-5483
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 1.01. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On June 30, 2005, The Enstar Group, Inc. (the "Company") committed to
contribute up to $10 million for a 14%, non-voting interest in Affirmative
Investment LLC ("Affirmative Investment"), a newly formed Delaware limited
liability company. J.C. Flowers I L.P. ("JCF I") committed the capital necessary
for the remaining 86% interest in Affirmative Investment. Both JCF I and
Affirmative Associates LLC, the managing member of Affirmative Investment, are
controlled by J. Christopher Flowers, a director and the largest shareholder of
the Company.
Affirmative Investment currently holds 1,183,000 shares of common stock
of Affirmative Insurance Holdings, Inc. (Nasdaq: AFFM) ("Affirmative
Insurance"), which were acquired through open market purchases. In addition, on
June 30, 2005, Affirmative Investment acquired 50% of the membership interests
of New Affirmative LLC ("NAL"). The remaining 50% of the membership interests of
NAL are held by Delaware Street Capital Master Fund, L.P. ("DSC"). In turn, NAL,
pursuant to a Stock Purchase Agreement with Vesta Insurance Group, Inc. ("VIG")
and Vesta Fire Insurance Corporation, a subsidiary of VIG (together with VIG,
"Vesta"), has agreed to acquire from Vesta an aggregate of 5,218,228 shares of
Affirmative Insurance common stock for a purchase price of $15.00 per share
(subject to regulatory approval). At or simultaneously with the closing of the
transaction with Vesta and subject to regulatory approval, Affirmative
Investment will contribute the 1,183,000 shares of Affirmative Insurance that it
currently holds, and DSC will contribute the 1,459,699 shares of Affirmative
Insurance common stock that it currently holds, to NAL.
Such information shall not be deemed "filed" for purposes of Section 18
of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933, except as shall be
expressly set forth by specific reference in such filing.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
None.
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.
Date: July 6, 2005
THE ENSTAR GROUP, INC.
By: /s/ Cheryl D. Davis
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Cheryl D. Davis
Chief Financial Officer, Vice President
of Corporate Taxes and Secretary