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                                                                    EXHIBIT 99.1
 
                              CAUTIONARY STATEMENT
                      REGARDING FORWARD-LOOKING STATEMENTS
 
     ENStar Inc. ("ENStar" or the "Company") desires to take advantage of the
"safe harbor" provisions of the Private Securities Litigation Reform Act of 1995
and is filing this cautionary statement in connection with such safe harbor
legislation. The Company's Annual Report on Form 10-K, the Company's Annual
Report to Shareholders, any Quarterly Report on Form 10-Q or Report on Form 8-K
filed by the Company or any other written or oral statements made by or on
behalf of the Company may also include forward-looking statements which reflect
the Company's current views with respect to future events and financial
performance. The words "believe," "expect," "anticipate," "intends," "estimate,"
"forecast," "project" and similar expressions identify forward-looking
statements.
 
     The Company wishes to caution investors that any forward-looking statements
made by or on behalf of the Company are subject to uncertainties and other
factors that could cause actual results to differ materially from such
statements. These uncertainties and other factors include, but are not limited
to, the factors listed below (many of which have been discussed in the Company's
prior filings with the Securities and Exchange Commission). Though the Company
has attempted to list comprehensively these important factors, the Company
wishes to caution investors that other factors may in the future prove to be
important in affecting the Company's results of operations. New factors emerge
from time to time and it is not possible for management to predict all of such
factors, nor can it assess the impact of each such factor on the business or the
extent to which any factor, or combination of factors, may cause actual results
to differ materially from those contained in any forward-looking statements.
 
     Investors are further cautioned not to place undue reliance on such
forward-looking statements as they speak only of the Company's views as of the
date the statement was made. The Company undertakes no obligation to publicly
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
 
     Except to the extent otherwise defined below, capitalized terms set forth
below have the meanings assigned to such terms in the Company's Annual Report on
Form 10-K for the year ended December 31, 1996.
 
LIMITED HISTORY OF PROFITABILITY; UNCERTAINTY OF FUTURE RESULTS
 
     ENStar has a limited history of profitability. ENStar experienced operating
losses during 1992, 1993, 1994 and 1996. During 1995, ENStar generated operating
income of approximately $1.0 million. Further ENStar expects to record an
operating loss for the year ended December 31, 1997 primarily as a result of
expected reduction in demand from certain large customers at Americable and the
costs associated with the addition to the number of services offered to
Americable customers, the addition of new engineering and sales personnel at
Americable and Transition and weaker than expected demand for Transition's
products. Americable derives its revenues from three primary lines of business:
networking products and services, cable and connectivity products and cable
assemblies. Americable has recently increased the focus of its business on
network services, which are generally more profitable. No assurance can be made,
however, that Americable will be successful in increasing revenues from its
network services. In addition, Americable continues to make significant
investments in new sales, engineering and technical personnel.
 
     Transition's ability to maintain its present level of sales and its
historical sales growth is highly dependent upon its ability to offer new
products that meet customers' demands in a rapidly changing market, particularly
in light of the relatively short life cycle of its products. In order to achieve
market acceptance of new products, Transition plans to continue its investment
in research and development. Transition had research and development expenses of
approximately $1.2 million (10% of net sales) in 1994, $1.0 million (7% of net
sales) in 1995 and $1.5 million (9% of net sales) in 1996. There can be no
assurance, however, that its research and development efforts will result in
commercially successful new products in the future. In addition, Transition
 
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believes that sales and marketing expenses will continue to increase in terms of
absolute dollars in an effort to differentiate its products and enhance its
competitive position.
 
     These anticipated increases in operating expenses at both Americable and
Transition may result in lower operating profit at ENStar, if the companies are
unable to maintain their respective current gross profit margins and continued
sales growth. Further, if Americable is not successful in generating higher
volumes of service revenues, its operating margins could decline and its ability
to maintain its current operating profitability could be materially adversely
affected. Based on the above factors, there can be no assurance that ENStar will
be able to increase or sustain its profitability on a quarterly or annual basis
in the future.
 
CASH FLOW DEFICITS
 
     ENStar has experienced cash flow deficits from operations in certain prior
years. ENStar's ratio of earnings to fixed charges for each of the five fiscal
years ended December 31, 1996, 1995, 1994, 1993 and 1992 was (.50), 2.54,
(0.72), (2.68) and (1.46), respectively. During the years 1996, 1994, 1993, and
1992, the Company's earnings were inadequate to cover its fixed charges. The
coverage deficiency was approximately $257,000, $1,050,000, $2,339,000 and
$1,524,000 for the fiscal years ended December 31, 1996, 1994, 1993 and 1992,
respectively. Based on the Company's recent cash flow deficits, the Company does
not expect its fixed charges to decrease significantly or for its earnings from
its operating subsidiaries to improve significantly.
 
CERTAIN RISKS PERTAINING TO THE CORVEL COMMON STOCK
 
     Because CorVel is not a wholly owned subsidiary, the Company does not have
the ability to utilize cash flows from CorVel in connection with its wholly
owned operating subsidiaries or to repay its indebtedness, including the
Debentures. The only cash the Company can obtain from CorVel is cash dividend
payments made to all CorVel shareholders. Since its initial public offering,
CorVel has not paid any dividends and it has indicated that it does not
anticipate doing so during the foreseeable future.
 
     ENStar does not have any agreement with CorVel requiring CorVel to register
the shares of CorVel Common Stock currently held by ENStar for sale under
federal or state securities laws. In the absence of registration of its CorVel
Common Stock, the ability of ENStar or, after the Distribution, Americable to
sell the CorVel Common Stock will be limited to sales pursuant to Rule 144 of
the Securities Act of 1933, as amended (the "Securities Act"), and the volume
limitations thereof, and to private negotiated sales, which may adversely affect
the ability of ENStar to sell a large portion of the holdings of CorVel Common
Stock at a given time.
 
PRODUCT AND SERVICE DEVELOPMENT RISKS
 
     With respect to Transition, the market for networking products is subject
to rapid technological change, evolving industry standards and frequent new
product introductions and, therefore, requires a high level of expenditures for
research and development. Transition may be required to incur significant
expenditures to develop such product offerings. There can be no assurance that
Transition will be successful in identifying, sourcing, developing and marketing
product enhancements or new products that respond to this rapidly changing
market. Also, there can be no assurance that its product enhancements and new
products will adequately meet the requirements of the marketplace and achieve
market acceptance. A critical factor in market acceptance of product
enhancements and new products is the timely introduction of such products and
enhancements in order to take advantage of existing market opportunities.
Transition has, in the past, experienced delays in the introduction of certain
of its new products and enhancements.
 
     The markets for Americable's products and services are also characterized
by rapidly changing technology and frequent new product and service offerings by
its competitors. The introduction of new technologies can render existing
products and services obsolete or unmarketable. Americable's continued success
will depend on its ability to enhance existing products and services and to
develop and introduce, on a timely and cost-effective basis, new products and
services that keep pace with technological developments and address increasingly
sophisticated customer requirements.
 
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     ENStar's business, financial condition and results of operations could be
materially adversely affected if Transition were to incur delays in developing
or introducing new products or product enhancements or if such new products or
product enhancements did not gain market acceptance or in the event that
Americable were to incur delays in sourcing and developing new products and
services or that these products and services would achieve market acceptance.
 
EXPANSION STRATEGY
 
     ENStar's expansion strategy includes both internal growth and the
identification and pursuit of acquisition opportunities at Americable.
Americable currently operates in six locations and the success and the rate of
Americable's expansion into new geographical markets will depend on a number of
factors, including general economic and business conditions affecting the
industries of Americable's customers in such markets, competition, the
availability of sufficient capital, the availability of sufficient inventory to
meet customer demand, and the ability to attract and retain qualified personnel
and operate effectively in geographic areas in which Americable has no prior
experience. As a result, there can be no assurance that Americable will be able
to achieve its planned expansion on a timely or profitable basis.
 
     Americable intends to identify and pursue acquisition opportunities as a
means to expand its geographic coverage and enhance service capabilities offered
to its customers. However, viable acquisition candidates may not be available to
Americable on acceptable terms or at all. Furthermore, Americable has not
engaged in any significant acquisitions recently, and no assurance can be made
that Americable will be able to successfully acquire or integrate the operations
of another business into the operations and business of Americable. Americable
has no present commitments, agreements or understandings with respect to any
acquisitions.
 
     If Americable continues to grow, it may be required to make further
investments in personnel and information technology systems. Failure to
successfully hire or retain such personnel or implement such systems could have
a material adverse effect on ENStar's results of operations and financial
condition. There can be no assurance that Americable will be able to manage its
expanding operations effectively, that it will be able to maintain or accelerate
its recent growth or that Americable will be able to continue to operate
profitably.
 
FLUCTUATIONS IN QUARTERLY RESULTS
 
     ENStar's quarterly revenues and operating results have varied significantly
in the past and will likely continue to do so in the future. Quarterly revenues
and operating results may fluctuate as a result of the demand for Americable's
and Transition's products and services, the introduction of new hardware and
software technologies offering improved features, the introduction of new
products and services by competitors, changes in the level of operating
expenses, competitive conditions and economic conditions generally.
 
     At Americable, the purchase of its products and services generally involves
a significant commitment of capital, with the delays frequently associated with
large capital expenditures and required authorization procedures within an
organization. Such expenditures by customers can range from $50,000 to over
$500,000. The sales cycle for Americable's products and services generally
ranges from three to nine months depending on the size of the project, extent of
competition and degree of the customer's technical expertise. For these and
other reasons, Americable's operating results are subject to a number of risks
over which it has little or no control, including customers' technology life
cycle needs, budgetary constraints and internal authorization reviews. Further,
Americable is increasing its operating expenses, including an increase in
personnel, based on anticipated revenue growth in its networking line of
business.
 
     A variety of factors may cause period-to-period fluctuations in the
operating results of Transition. Such factors include, but are not limited to,
product mix, competitive pricing pressures, material costs and timely
availability, revenue and expenses related to new product introductions, as well
as delays in customer purchases in anticipation of new products or enhancements
by Transition or its competitors. Further, Transition plans to continue to
invest in research and development, sales and marketing and technical support
staff.
 
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     ENStar's operating results also could be adversely affected if it is unable
to adjust spending sufficiently in a timely manner to compensate for any
unexpected revenue shortfall.
 
DEPENDENCE ON, AND NEED TO RECRUIT AND RETAIN, KEY PERSONNEL
 
     ENStar's success depends to a significant extent on its ability to attract
and retain key personnel. In particular, Americable and Transition are dependent
on their respective engineering and technical personnel. Competition for such
technical personnel is intense and no assurance can be given that ENStar will be
able to recruit and to retain such personnel. The failure to recruit and to
retain management and technical personnel could have a material adverse effect
on ENStar's anticipated growth, revenues and results of operations.
 
CONCENTRATION OF REVENUES
 
     During 1995 and 1996, Mayo Foundation accounted for approximately 11% and
12%, respectively, of Americable's net sales. During the first quarter of 1997,
Americable has experienced a significant reduction in demand from Mayo
Foundation which is expected to continue. This reduction in demand will
adversely impact ENStar's results of operations during 1997, and thereafter, to
the extent sales from new and existing customers at Americable are not
sufficient to offset this decline. No other customers accounted for more than
10% of Americable's revenues. In addition, Americable derived approximately 61%
of its revenues from its 100 largest customers in 1995, and 62% of its revenues
from its 100 largest customers in 1996. While Americable seeks to build
long-term customer relationships, revenues from any particular customer can
fluctuate from period to period due to such customer's purchasing patterns.
 
     Transition distributes its products through an expanding network of
reseller channels, which include a number of regionally based domestic and
international volume distributors and, to a lesser extent, VARs. In 1995 and
1996, Americable was Transition's largest domestic customer accounting for
approximately 14% and 13%, respectively, of domestic net sales (9% and 9%,
respectively, overall). During 1995 and 1996, Transition's largest international
customer accounted for approximately 11% and 11%, respectively, of international
net sales (4% and 4%, respectively, overall). Moreover, the ten distributors
that sold the largest amount of Transition's products accounted for
approximately 39% and 43%, respectively, of Transition's net sales for 1995 and
1996.
 
     Any termination or significant disruption of the companies' relationships
with a number of its principal customers could have a material adverse effect on
ENStar's business, financial condition and results of operations. In addition, a
deterioration in the financial condition of any of its principal customers could
expose ENStar to the possibility of large accounts receivable write-offs, which
would adversely affect ENStar's financial condition and results of operations.
 
DEPENDENCE ON KEY SUPPLIERS AND PRODUCT SUPPLY
 
     The networking industry has experienced product supply shortages and
customer order backlogs due to the inability of certain manufacturers to supply
certain products on a timely basis. In addition, certain suppliers have
initiated new channels of distribution that increase competition for the
available product supply. There can be no assurance that suppliers will be able
to maintain an adequate supply of products to fulfill Americable's and
Transition's customer orders on a timely basis. Both Americable and Transition
have experienced product supply shortages in the past and expect to experience
such shortages from time to time in the future. Failure to obtain adequate
product supplies or fulfill customer orders on a timely basis or substantial
change in the cost of components could affect the companies' ability to deliver
products in a timely and cost-effective manner and could have a material adverse
effect on ENStar's business, financial condition, and results of operations.
 
     Transition's products include certain components, including some produced
by Novacom Technologies, Ltd., that are currently available from single or
limited sources, some of which require long order lead times. Although
Transition believes that it would be able to obtain alternative sources of
supply for the components included in its products if required, there can be no
assurance that Transition will be able to locate any such sources or will be
able to obtain alternative sources of supply on a timely and economic basis, if
at all. Any
 
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reduction in supply, interruption or extended delay in timely supply or change
in costs of components could materially adversely affect Transition's business
and results of operations and, consequently, the business, financial condition
and results of operations of ENStar.
 
     A significant portion of Americable's revenues is derived from sales of
network hardware, including products of various major suppliers. During 1996,
approximately 23% of the Americable's sales represented products manufactured by
Bay Networks, Inc. Americable's agreements with those suppliers from which it
purchases products directly generally contain provisions for periodic renewals
and for termination by the supplier without cause, generally upon relatively
short notice. Although Americable believes its supplier relationships are good,
there can be no assurance that Americable's relationships will continue as
presently in effect. Although Americable believes that it would be able to
obtain alternative sources of supply for its products if required, there can be
no assurance that Americable will be able to locate any such sources or will be
able to obtain alternative sources of supply on a timely and economic basis, if
at all. The loss of a major supplier, including Bay Networks, Inc., the
deterioration of Americable's relationship with a major supplier or the failure
of Americable to establish good relationships with major new suppliers as they
develop could have a material adverse effect on ENStar's business.
 
INVENTORY MANAGEMENT
 
     The networking industry is characterized by rapid product improvement and
technological change resulting in relatively short product life cycles and rapid
product obsolescence, which can place inventory at considerable valuation risk.
The typical life cycle of Transition's products ranges from 18 months to three
years for its basic LAN and terminal products and from 12 to 18 months for its
advanced LAN products. Some of Transition's products include components that are
currently available from limited sources and require long order lead times.
Because of the long lead times and Transition's desire to be responsive to
customer demand, Transition has maintained higher inventory levels compared to
other networking manufacturers. Transition's inventories are valued at the lower
of cost or market and management periodically assesses the appropriateness of
the inventory valuations giving consideration to any slow-moving and nonsalable
inventory relative to current market selling prices of comparable products.
Provisions for inventory obsolescence are recorded in the period any valuation
impairments are identified. For 1995 and 1996, total inventory write-offs as a
percentage of net sales were approximately 1% and 2.3%, respectively. During the
fourth quarter of 1996, Transition recorded approximately $500,000 of provision
for inventory obsolescence related to the discontinuance of one of its advanced
LAN stackable hub product lines. Due to the ongoing risk of product obsolescence
and changes in customer demand, there can be no assurances that Transition will
be able to successfully manage its existing and future inventories.
 
     Although it is industry practice for Americable's suppliers to provide
price protection to VARs such as Americable in order to reduce the risk of
inventory devaluation, such policies are subject to change. Americable also has
the option of returning, subject to certain limitations, a percentage of its
current product inventories each quarter to certain manufacturers as it assesses
each product's current and forecasted demand. The amount of inventory that can
be returned to suppliers varies under Americable's agreements and such return
policies may provide only limited protection against excess inventory. There can
be no assurance that suppliers will continue such policies, that unforeseen new
product developments will not affect Americable adversely or that Americable can
successfully manage its existing and future inventories. Any inventory
adjustments could adversely affect ENStar's financial condition and results of
operations.
 
COMPETITION
 
     Each of ENStar's businesses faces substantial competition from a large
number of companies, some of which are larger, have greater financial resources,
broader name recognition and, in many cases, lower product and operating costs
than ENStar.
 
     The industry in which Transition operates is highly competitive, and
Transition believes that such competition will continue to intensify. The
industry is characterized by rapid technological change, short product life
cycles, frequent product introductions and evolving industry standards.
Transition competes with a
 
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number of independent companies focused on the LAN market, including companies
with significantly greater financial resources, more extensive business
experience, and greater market and service capabilities than Transition.
Transition competes with a number of companies focused on designing and
manufacturing products for the LAN market, including, among others, 3Com Corp.,
Bay Networks, Inc., Cabletron System, Inc. Allied Telesyn International and Digi
International. Americable faces competition from large system integrators such
as CompuCom Systems Inc., Vanstar Corporation and a significant number of
smaller regional VARs and network integrators. Additional competitors within
Americable's distribution business include, among others, Anixter International
Inc., and Anicom, Inc., Inc. See "BUSINESS -- Competition." There can be no
assurance that ENStar will be able to compete successfully.
 
     ENStar expects to face further competition from new market entrants and
possible alliances between competitors in the future. Certain of ENStar's
current and potential competitors have greater financial, technical, marketing
and other resources than ENStar. As a result, they may be able to respond more
quickly to new or emerging technologies and changes in customer requirements or
to devote greater resources to the development, promotion and sale of their
products and services than ENStar. No assurance can be given that ENStar will be
able to compete successfully against current and future competitors. See
"BUSINESS -- Competition."
 
SHARES ELIGIBLE FOR FUTURE SALE; CONTROL BY MICHAEL FAMILY
 
     Sales of a substantial number of shares of ENStar Common Stock in the
public market could adversely affect the market price for the ENStar Common
Stock. James A. Michael and Jeffrey J. Michael, each a member of the Board of
Directors of ENStar, and certain limited partnerships controlled by them (the
"Michael Family Shareholders"), beneficially own approximately 1,895,000 (or
57%) of the outstanding Common Stock of ENStar as of March 19, 1997.
Accordingly, the Michael Family Shareholders will have the ability to exercise
significant influence over the business and affairs of ENStar, including the
ability to approve or reject corporate actions requiring the approval of
shareholders. The shares of ENStar Common Stock held by the Michael Family
Shareholders are "restricted securities" as that term is defined in Rule 144
under the Securities Act. Such shares are eligible for immediate sale, subject
to compliance with the volume limitations and other restrictions of Rule 144.
 
INDEMNIFICATION OBLIGATIONS WITH RESPECT TO REORGANIZATION TRANSACTIONS
 
     In connection with the Reorganization Transactions, Enstar agreed to
indemnify Michael against certain losses and to assume certain liabilities of
NSU, including liabilities arising out of the Distribution and any taxes
resulting from the Distribution. There can be no assurance that any obligation
to indemnify Michael for any such loss or other liability will not have a
material adverse effect on the business, financial condition and results of
operations of ENStar.
 
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