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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-00395
PROSPECTUS
ENERGEN CORPORATION
DIVIDEND REINVESTMENT AND DIRECT STOCK PURCHASE PLAN
The Dividend Reinvestment and Direct Stock Purchase Plan (the "Plan") of
Energen Corporation ("Energen") provides investors with a convenient method of
purchasing Common Stock of Energen (the "Common Stock") without payment of any
brokerage commission or service charge.
Under the terms of the Plan, an investor may:
-- Become a shareholder of Energen by making an initial cash investment in
Common Stock of not less than $250 and not more than $100,000;
-- Automatically reinvest in additional shares of Common Stock cash
dividends paid on all or any designated portion of the investor's
certificated shares of Common Stock and all cash dividends paid on
shares held by the Administrator or its nominee for the investor's
account;
-- Make optional cash investments in additional shares of Common Stock by
check, money order, wire transfer, or, in the case of regular monthly
investments, automatic bank draft of not less than $25 per investment
and not more than an aggregate of $100,000 in such investments per
calendar year; and
-- Deposit Common Stock certificates already registered in the investor's
name with the Plan's Administrator for safekeeping, provided all cash
dividends paid with respect to the shares represented by such
certificates are reinvested.
The option to make optional cash investments is not available to beneficial
owners of Common Stock who participate in the Plan through a broker or nominee
in whose name such shares are registered, unless the beneficial owner causes the
transfer of one or more of such shares to his name. (See Question 7.)
As indicated elsewhere in the Prospectus, and subject to the provisions of
the Plan, shares of Common Stock may be purchased for the account of a
participant either directly from Energen or in the open market. The purchase
price of shares of Common Stock acquired for a participant directly from Energen
through reinvestment of dividends will be the average of the high and low sales
prices for the Common Stock, as reported in the principal consolidated
transaction reporting system for securities listed on the New York Stock
Exchange, Inc., for the dividend payment date (or, if the New York Stock
Exchange, Inc. is closed or if no trading thereon in Common Stock occurs on the
dividend payment date, for the next succeeding day on which trading in shares of
Common Stock occurs on the New York Stock Exchange, Inc.). The purchase price of
shares of Common Stock acquired for a participant directly from Energen through
initial cash investments or optional cash investments will be the average of the
high and low sales prices for the Common Stock, as reported in the principal
consolidated transaction reporting system for securities listed on the New York
Stock Exchange, Inc., for the first day of the calendar month following the
month in which the investment is timely received by the Administrator (see
Questions 11 and 17) on which trading in shares of Common Stock occurs on the
New York Stock Exchange, Inc. The purchase price of shares of Common Stock
acquired for participants in the open market, either through initial cash
investments, reinvestment of dividends or optional cash investments, will be the
weighted average of the prices paid for all shares acquired for all participants
in the Plan during the period beginning on the first day of the applicable
investment period and ending on the last day of such period.
All dividends on shares credited to a participant's account under the Plan
will be automatically applied to the purchase of additional shares of Common
Stock.
The Prospectus relates to 750,000 shares of Common Stock of Energen
registered for sale under the Plan and includes shares of Common Stock purchased
in open market transactions as well as shares of Common Stock purchased directly
from Energen. It is suggested that the Prospectus be retained for future
reference.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
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THE DATE OF THIS PROSPECTUS IS MARCH 26, 1996
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AVAILABLE INFORMATION
Energen Corporation ("Energen") is subject to the information requirements
of the Securities Exchange Act of 1934 (the "Exchange Act"), and in accordance
therewith, files reports and other information with the Securities and Exchange
Commission (the "Commission"). Information, as of particular dates, concerning
directors and officers, their remuneration, the principal holders of securities
of Energen and any material interest of such persons in transactions with
Energen is disclosed in proxy statements distributed to the shareholders of
Energen and filed with the Commission. These proxy statements and other
information can be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549
and at the Commission's regional offices at 7 World Trade Center, Suite 1300,
New York, New York 10048 and 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511. Copies of such material also can be obtained at prescribed
rates from the Public Reference Section of the Commission at its principal
office at 450 Fifth Street, N.W., Washington, D.C. 20549. In addition, such
reports, proxy statements and other information concerning Energen can be
inspected and copied at the offices of the New York Stock Exchange, Inc., 20
Broad Street, New York, New York 10005.
The Prospectus does not contain all the information set forth in the
registration statement (including exhibits thereto) which Energen has filed with
the Commission under the Securities Act of 1933 (the "Securities Act"). The
registration statement may be inspected without charge at the offices of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and copies thereof
may be obtained from the Public Reference Section of the Commission at such
address at prescribed rates.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed by Energen with the Commission are
incorporated by reference in the Prospectus:
(a) Energen's annual report on Form 10-K for the year ended September
30, 1995 filed pursuant to Section 13(a) of the Exchange Act;
(b) The description of Energen's Common Stock (and the associated
Rights to Purchase Series A Junior Participating Preferred Stock) appearing
in Energen's Registration Statement on Form S-3 (Registration No. 33-70464)
filed pursuant to the Securities Act on October 18, 1993, as amended; and
(c) The description of Energen's Rights Agreement dated July 27, 1988
filed as an exhibit to Energen's Registration Statement on Form 8-A, as
amended by Energen's Amendment of Rights Agreement filed as an Exhibit to
Energen's Form 8 Amendment No. 2 (File No. 1-7810).
All documents subsequently filed by Energen pursuant to Sections 13, 14 or
15(d) of the Exchange Act prior to the termination of the offering of the Common
Stock pursuant to the Prospectus, shall be deemed to be incorporated by
reference in the Prospectus and to be a part hereof from the date of the filing
of such documents. Any statement contained in a document incorporated by
reference herein or contained herein shall be deemed to be modified or
superseded to the extent that a statement herein or in a document subsequently
incorporated by reference herein shall modify or supersede such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
Energen will provide without charge to each person to whom a copy of this
Prospectus is delivered, upon the written or oral request of such person, a copy
of any and all of the information that has been incorporated by reference in the
Prospectus (not including the exhibits to the information that is incorporated
by reference
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in the Prospectus unless such exhibits are specifically incorporated by
reference into the information that the Prospectus incorporates). Requests for
such copies should be addressed to Energen Corporation, Investor Relations
Department, 2101 Sixth Avenue North, Birmingham, Alabama 35203 (telephone number
(800) 654-3206 or (205) 326-2634).
ENERGEN CORPORATION
Energen is a diversified energy holding company primarily engaged in the
distribution of natural gas and the acquisition, exploration and production of
oil and natural gas. Its executive offices are located at 2101 Sixth Avenue
North, Birmingham, Alabama 35203 (telephone number (205) 326-2700).
USE OF PROCEEDS
To the extent that purchases of Common Stock pursuant to the Plan are made
directly from Energen, the proceeds from such sales will be available for use by
Energen for general corporate purposes.
DESCRIPTION OF THE PLAN
The Plan involves the purchase of shares of Common Stock either directly
from Energen or in open market transactions. The Plan, which became effective in
1984, was amended in 1991 to authorize an additional 200,000 shares of Common
Stock and to authorize purchases of shares to be made either directly from
Energen, as done prior to such amendment or, beginning September 1, 1991, in the
open market (See Question 4). The Plan was further amended in 1996 (the "1996
Amendment") to authorize an additional 750,000 shares of Common Stock and to
permit interested investors not presently owning shares of Common Stock to
become participants in the Plan by making an initial cash investment for the
purchase of Common Stock of not less than $250 and not more than $100,000.
Shareholders of Energen who were participating in the Plan prior to the 1996
Amendment will be deemed to have elected to continue to participate in the Plan
in the same manner and to the same extent as such persons participated in the
Plan prior to such amendment unless such shareholders elect to withdraw from the
Plan by following the instructions appearing in Question 35 or elect to change
the options previously selected by such shareholders by following the
instructions in Question 9.
The following questions and answers constitute the provisions of the Plan.
PURPOSE
1. What is the purpose of the Plan?
The Plan provides shareholders and non-shareholders of Energen with a
simple and convenient way to purchase shares of Energen Common Stock and to
reinvest their cash dividends on Common Stock in additional shares of Energen
Common Stock. (See Questions 10, 13 and 16.) To the extent the Administrator of
the Plan (as hereinafter defined), subject to the provisions of the Plan and at
the direction of Energen, may purchase shares of Common Stock directly from
Energen, the Plan will provide Energen with additional funds for general
corporate purposes.
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ADVANTAGES
2. What are the advantages of the Plan?
(a) Interested investors, not already shareholders of record of Energen
Common Stock, may become participants in the Plan by making an initial cash
investment of not less than $250 and not more than $100,000.
(b) Record holders of Common Stock not already participants in the Plan may
become participants by electing to have dividend payments on all or a designated
portion of their Common Stock reinvested in additional shares of Common Stock,
depositing certificates representing Common Stock into the Plan for safekeeping,
or making optional cash investments of not less than $25 for any single
investment and not more than an aggregate of $100,000 in such investments per
calendar year to purchase additional shares of Common Stock through the Plan.
(c) In addition to having their dividend payments on Common Stock
reinvested in additional shares of Common Stock, participants may invest
additional funds in Common Stock through optional cash investments of not less
than $25 for any single investment and not more than an aggregate of $100,000 in
such investments per calendar year. Optional cash investments may be made by
check, money order, or wire transfer; optional cash investments also may be made
on a regular monthly basis through automatic bank draft.
(d) No commission or service charge is paid by initial investors or
participants in connection with purchases under the Plan.
(e) Full investment of funds is possible under the Plan because the Plan
permits fractions of shares of Common Stock, as well as whole shares, to be
credited to participants' accounts. In addition, dividends in respect of such
fractions, as well as in respect of whole shares, will be credited to
participants' accounts and reinvested in shares of Common Stock under the Plan.
(f) Safekeeping of shares of Common Stock credited to the account of a
participant who is a holder of record of such Common Stock is enhanced since
certificates for such shares are not issued to a participant unless the
participant requests the Administrator (as hereinafter defined) to do so. (See
Question 33.) Certificates for participants who participate in the Plan through
a broker or nominee are issued to such broker or nominee or their
representative.
(g) Regular quarterly statements of account will provide participants with
a record of each transaction completed during the year to date, total shares of
Common Stock credited to the participant's account, and other information
related to his account.
DISADVANTAGES
3. What are the disadvantages of the Plan?
(a) Participants bear the market risk associated with fluctuations in the
price of the Common Stock.
(b) A participant has no control over the price and, in the case of shares
of Common Stock purchased in the open market for the benefit of the
participant's account, the time at which Common Stock is purchased for his
account. Sales by participants under the Plan may be made for the benefit of the
participant's account at any time within five business days after receipt by the
Administrator (as hereinafter defined) of a sales request.
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(c) No interest will be paid on funds held by the Administrator pending
investment under the Plan.
(d) If Common Stock is being purchased pursuant to the Plan in open market
transactions, optional and initial cash investments must be received by the
Administrator at least five business days prior to the first day of any
investment period in order to be invested during that investment period. If
Common Stock is being purchased pursuant to the Plan directly from Energen,
optional and initial cash investments must be received by the Administrator at
least five business days before the first day of any calendar month in order to
be invested during that month. Investments received less than five business days
before the first day of any investment period or calendar month, as applicable,
that are unable to be invested during such investment period or calendar month
will be returned to the investor.
SOURCES OF COMMON STOCK PURCHASED UNDER THE PLAN
4. What will be the source or sources of Common Stock purchased under the Plan?
Shares of Common Stock may be purchased by the Administrator (as
hereinafter defined) directly from Energen or in open market transactions by a
broker designated by the Administrator. Unless Energen advises the Administrator
in writing that it desires the Administrator to purchase shares of Common Stock
for the Plan in the open market, all shares of Common Stock will be purchased
directly from Energen. Any brokerage commissions with respect to open market
purchases will be paid by Energen.
ADMINISTRATION
5. Who administers the Plan?
Harris Trust and Savings Bank, or such other person, bank, trust company or
other entity (other than Energen or an employee of Energen) as Energen may from
time to time designate as agent for the participating shareholders (the
"Administrator"), administers the Plan for participants, keeps a continuing
record of their accounts, sends quarterly statements of account to participants,
and performs other duties relating to the Plan. Shares of Common Stock purchased
under the Plan will be registered in the name of a nominee of the Administrator
as agent for participants in the Plan, except that shares of Common Stock
purchased under the Plan on behalf of participants who participate in the Plan
through brokers or nominees will be issued to such brokers or nominees or their
representatives. Should Harris Trust and Savings Bank resign, another person
will be selected by Energen to serve as Administrator under the Plan. All
communications regarding the Plan should be directed to the Administrator.
Interested investors and participants may contact the Administrator by writing:
Harris Trust and Savings Bank
Dividend Reinvestment Department
Post Office Box A-3309
Chicago, Illinois 60690-9939
To obtain an Enrollment/Authorization Form or supplemental forms only,
investors and participants also may telephone toll-free (800) 286-9178 between 8
a.m. and 5 p.m., Monday through Friday, Eastern Time. To speak with a
representative of the Administrator regarding the Plan, investors and
participants may telephone toll-free (800) 445-4802 between 8 a.m. and 5 p.m.,
Monday through Friday, Central Time.
Be sure to mention Energen in all correspondence.
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PARTICIPATION
6. Who is eligible to participate in the Plan?
Any person or entity, whether or not a holder of record of shares of Common
Stock, is eligible to participate in the Plan, provided that: (i) Such person or
entity fulfills the prerequisites for participation described in Questions 7 and
8; (ii) in the case of citizens or residents of a country other than the United
States, its territories, and possessions, participation would not violate local
laws applicable to Energen or the participant; and (iii) beneficial owners of
shares of Common Stock whose shares are registered in the name of a broker or
nominee may participate subject to the information regarding beneficial owners
set forth in Questions 7 and 16.
7. May beneficial owners of Common Stock participate in the Plan?
In order to participate in the Plan, beneficial owners of Common Stock of
Energen whose shares are registered in the name of brokers or nominees either
must become holders of record by having such shares transferred into their own
names or must make appropriate arrangements with their brokers or nominees to
participate in the Plan on behalf of such beneficial owners. In general, if such
arrangements are made, a broker or nominee holding shares of Common Stock on
behalf of a beneficial owner may participate in and make elections under the
Plan with respect to such shares on behalf of such beneficial owner in the same
manner as a shareholder of record could (and subject to the same limitations and
conditions that would apply), except that (i) the option to make optional cash
investments under the Plan, absent a transfer of one or more shares of Common
Stock of Energen to the name of such beneficial owner, is not available to such
beneficial owner (see Question 16) and (ii) the certificates representing shares
of Common Stock of Energen purchased pursuant to the Plan are issued to such
broker or nominee (or their representatives). Moreover, any fees charged by a
broker or nominee in connection with such arrangements shall be paid by the
participant.
All nominees or brokers who have any questions respecting participation in
the Plan by their customers should contact the Dividend Reinvestment Department,
Harris Trust and Savings Bank, Post Office Box A-3309, Chicago, Illinois
60690-9939, at (800) 445-4802.
8. How does an interested investor become a participant?
An interested investor who is not already a shareholder of record of
Energen may join the Plan at any time by selecting the initial cash investment
option and any desired additional methods of participation in the Plan,
completing the Enrollment/Authorization Form, and returning it with a cash
payment for the initial investment to the Administrator. A shareholder of record
of Energen may join the Plan at any time by selecting one or more methods of
participation in the Plan, completing the Enrollment/Authorization Form, and
returning it together with any optional cash investment to the Administrator. An
Enrollment/Authorization Form may be obtained by non-shareholders and
shareholders of record by contacting the Administrator at the following address:
Harris Trust and Savings Bank
Dividend Reinvestment Department
Post Office Box A-3309
Chicago, Illinois 60690-9939
To obtain an Enrollment/Authorization Form or supplemental forms only,
investors and participants also may telephone toll-free (800) 286-9178 between 8
a.m. and 5 p.m., Monday through Friday, Eastern Time.
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To speak with a representative of the Administrator regarding the Plan,
investors and participants may telephone toll-free (800) 445-4802 between 8 a.m.
and 5 p.m., Monday through Friday, Central Time. Information regarding Plan
participation also may be obtained by contacting Energen directly at Energen
Corporation, Investor Relations Department, 2101 Sixth Avenue North, Birmingham,
Alabama 35203 (telephone number (800) 654-3206 or (205) 326-2634).
A beneficial owner of Common Stock of Energen whose shares are registered
in the name of a broker or nominee may join the Plan by becoming a record holder
of such shares and following the instructions set forth above, or such
beneficial owner may join the Plan by making appropriate arrangements with such
broker or nominee in accordance with Question 7.
If a completed Enrollment/Authorization Form initiating participation in
the Plan's dividend reinvestment feature is received by the Administrator on or
before the record date for the next dividend, or if a broker or nominee of a
beneficial owner of Common Stock of Energen appropriately advises the
Administrator of such beneficial owner's participation in the Plan's dividend
reinvestment feature on or before the record date for the next dividend, that
dividend will be reinvested in shares of Common Stock for the participant. If
such an Enrollment/Authorization Form or such appropriate advice from a broker
or nominee of a beneficial owner of Common Stock of Energen is received by the
Administrator after the record date, that dividend will be paid in cash to the
shareholder or the shareholder's broker or nominee and dividend investment under
the Plan will begin with the next dividend.
9. How may a participant change his method of participation in the Plan?
A participant may change his method of participation in the Plan at any
time by signing a new Enrollment/Authorization Form and returning it to the
Administrator or, if a participant's shares of Common Stock of Energen are held
of record by a broker or nominee, by making appropriate arrangements with such
broker or nominee to instruct the Administrator of such change. To allow
sufficient time for processing, any change in participation with respect to
reinvestment of dividends must be received by the Administrator at least
twenty-five (25) days prior to the payment date in order for such dividends to
be effective on such payment date, and any change with respect to optional cash
purchases must be received by the Administrator at least five business days
prior to the beginning of any investment period, if Common Stock is being
purchased pursuant to the Plan in open market transactions, or at least five
business days prior to the first trading day of any calendar month, if Common
Stock is being purchased pursuant to the Plan directly from Energen.
INITIAL CASH INVESTMENTS
10. How do initial cash investments work?
Interested investors not already record or registered shareholders of
Common Stock of Energen may become participants in the Plan by making an initial
purchase of Common Stock of not less than $250 and not more than $100,000.
An investor's initial cash investment should be accompanied by a completed
Enrollment/Authorization Form selecting the investor's method or methods of
participation in the Plan. Initial cash investments may be made by personal
check, money order, or wire transfer sent to the Administrator, made payable to
the Energen Dividend Reinvestment and Direct Stock Purchase Plan. Do not send
cash. Investors seeking to make wire transfers should contact the Administrator
for wire instructions and may be charged fees by the commercial bank initiating
the transfer. All such payments must be in United States dollars.
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Shares of Common Stock purchased through initial cash investments are held
by the Administrator or its nominee for the accounts of the participants under
the Plan, and all cash dividends paid with respect to such shares are
automatically reinvested in additional shares of Common Stock of Energen.
Partial reinvestment is available only with respect to dividends paid on
certificated shares of Common Stock (see Question 15), and certificates for
shares of Common Stock credited to an account under the Plan will be issued to a
participant upon the written request of the participant to the Administrator
(see Question 33).
11. When will initial cash investments received by the Administrator be
invested?
With respect to purchases to be made directly from Energen, initial cash
investments received by the Administrator at least five business days prior to
the first day of any calendar month will be invested as of the first day of that
calendar month on which trading in Energen Common Stock occurs on the New York
Stock Exchange. Investments received less than five business days before the
first day of any calendar month that are unable to be invested during such
calendar month will be held by the Administrator for investment in the next
calendar month, or, in the event that investment will not occur within
thirty-five (35) days of receipt by the Administrator, such investments will be
returned to the investor.
With respect to purchases to be made in the open market, initial cash
investments received by the Administrator at least five business days prior to
the first day of any investment period will be invested during that investment
period. Investments received less than five business days before the first day
of any investment period that are unable to be invested during such investment
period will be held by the Administrator for investment in the next investment
period, or, in the event that investment will not occur within thirty-five (35)
days of receipt by the Administrator, such investments will be returned to the
investor. The term investment period refers to the days during which shares are
purchased with amounts received by the Administrator by the specified deadline.
The number of investment periods per month and the length of each investment
period may vary from month to month but all such periods will be structured to
assure that all initial and optional cash investments will be invested within
thirty-five (35) days of receipt by the Administrator or be returned to the
investor. Purchases in the open market during each investment period will be
made at times selected by the Administrator or any registered broker-dealer
appointed by the Administrator to make such purchases.
No interest will be paid on initial or optional cash investments received
by the Administrator but not yet invested by the Administrator.
12. May a participant withdraw initial cash investments?
A participant may withdraw an initial cash investment that has not been
invested by the Administrator by sending written notice to such effect to the
Administrator. For such withdrawal to be effective, such written notice must be
received by the Administrator at least five business days prior to the first day
of any investment period, if Common Stock is being purchased pursuant to the
Plan in open market transactions, or at least five business days prior to the
first trading day of any calendar month, if Common Stock is being purchased
pursuant to the Plan directly from Energen.
DIVIDEND REINVESTMENT
13. How does dividend reinvestment work?
If a shareholder of record or a broker or nominee acting on behalf of a
beneficial owner of Common Stock of Energen has elected to reinvest cash
dividends with respect to all or a portion of the certificated shares of Common
Stock of Energen held by such person, Energen will send those dividends to the
Administrator
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(instead of to the shareholder or to the beneficial owner's broker or nominee).
The Administrator then will invest the dollar amount of the dividends in Common
Stock of Energen for the participant's account.
14. When will dividends be reinvested?
Dividends on Common Stock are normally paid on or about the first business
day of March, June, September and December of each year. With respect to
purchases to be made directly from Energen, dividends will be reinvested
effective as of the dividend payment date (or the next day on which Energen
Common Stock trades on the New York Stock Exchange if no such trading occurs on
the dividend payment date). With respect to purchases to be made in the open
market, dividends will be reinvested by purchases at times selected by the
Administrator or any registered broker-dealer appointed by the Administrator to
make such purchases during the thirty (30) calendar days commencing with the
dividend payment date.
15. May a participant reinvest dividends on fewer than all certificated shares
of Common Stock?
Yes. A participant may elect partial reinvestment of cash dividends paid
with respect to certificated shares of Common Stock by designating such election
on his Enrollment/Authorization Form. The participant also must designate the
whole number of shares for which reinvestment is desired. That portion of a cash
dividend not designated for reinvestment will be sent to the participant in the
usual manner or by direct deposit. (See Question 27.)
Partial reinvestment is available only with respect to dividends paid on
certificated shares of Common Stock. All cash dividends paid with respect to
shares of Common Stock held by the Administrator or its nominee for the accounts
of participants under the Plan, including shares deposited with the
Administrator for safekeeping (see Question 20), are automatically reinvested in
additional shares of Common Stock of Energen.
OPTIONAL CASH INVESTMENTS
16. How do optional cash investments work?
The option to make cash investments is available to all participants and
other shareholders of record of Common Stock of Energen, but such option is not
available to beneficial owners of shares of Common Stock of Energen who
participate in the Plan through brokers or nominees who hold of record such
owners' shares of Common Stock. However, such beneficial owners may become
shareholders of record by having one or more of their shares transferred into
their name and thereafter will be entitled to make optional cash investments in
accordance with the Plan. (See Question 7.)
Optional cash investments may be made by personal check, money order or
wire transfer sent to the Administrator, made payable to the Energen Dividend
Reinvestment and Direct Stock Purchase Plan. Do not send cash. Investors seeking
to make wire transfers should contact the Administrator for wire instructions
and may be charged fees by the commercial bank initiating the transfer. Optional
cash investments may not be less than $25 for any single investment and not more
than an aggregate of $100,000 for all such investments per calendar year, and
all such payments must be in United States dollars. The same amount of money
need not be sent on a monthly basis by a participant, and there is no obligation
to make an optional cash investment on any regular basis, monthly or otherwise.
However, an automatic monthly investment feature is available. (See Question
19.)
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A shareholder of record seeking to enroll in the Plan may make an optional
cash investment when enrolling by enclosing with the Enrollment/Authorization
Form a check payable to Energen Dividend Reinvestment and Direct Stock Purchase
Plan.
Every optional cash investment taking place after enrollment in the Plan
and not occurring through a wire transfer should be accompanied by a cash
investment form. Cash investment forms are reproduced on the participant's
quarterly statements of account and may also be obtained from the Administrator.
Shares of Common Stock purchased through initial cash investments are held
by the Administrator or its nominee for the accounts of the participants under
the Plan, and all cash dividends paid with respect to such shares are
automatically reinvested in additional shares of Common Stock of Energen.
Partial reinvestment is available only with respect to dividends paid on
certificated shares of Common Stock (see Question 15), and certificates for
shares of Common Stock credited to an account under the Plan will be issued to a
participant upon the written request of the participant to the Administrator
(see Question 33).
17. When will optional cash investments received by the Administrator be
invested?
With respect to purchases to be made directly from Energen, optional cash
investments received by the Administrator at least five business days prior to
the first day of any calendar month will be invested as of the first day of that
calendar month on which trading in Energen Common Stock occurs on the New York
Stock Exchange. Investments received less than five business days before the
first day of any calendar month that are unable to be invested during such
calendar month will be held by the Administrator for investment in the next
calendar month, or, in the event that investment will not occur within
thirty-five (35) days of receipt by the Administrator, such investments will be
returned to the investor.
With respect to purchases to be made in the open market, optional cash
investments received by the Administrator at least five business days prior to
the first day of any investment period will be invested during that investment
period. Investments received less than five business days before the first day
of any investment period that are unable to be invested during such investment
period will be held by the Administrator for investment in the next investment
period, or, in the event that investment will not occur within thirty-five (35)
days of receipt by the Administrator, such investments will be returned to the
investor. The term investment period refers to the days during which shares are
purchased with amounts received by the Administrator by the specified deadline.
The number of investment periods per month and the length of each investment
period may vary from month to month but all such periods will be structured to
assure that all initial and optional cash investments will be invested within
thirty-five (35) days of receipt by the Administrator or be returned to the
investor. Purchases in the open market during each investment period will be
made at times selected by the Administrator or any registered broker-dealer
appointed by the Administrator to make such purchases.
No interest will be paid on initial or optional cash investments received
by the Administrator but not yet invested by the Administrator.
18. May a participant withdraw optional cash investments?
A participant may withdraw an optional cash investment that has not been
invested by the Administrator by sending written notice to such effect to the
Administrator. For such withdrawal to be effective, such written notice must be
received by the Administrator at least five business days prior to the first day
of any investment period, if Common Stock is being purchased pursuant to the
Plan in open market transactions, or at least five business days prior to the
first trading day of any calendar month, if Common Stock is being purchased
pursuant to the Plan directly from Energen.
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<PAGE> 11
19. What is the Automatic Monthly Investment feature of the Plan and how does it
work?
Participants may make optional cash investments of not less than $25 for
any single investment and not more than an aggregate of $100,000 in such
investments per calendar year by means of monthly automatic electronic funds
transfers ("Automatic Monthly Investment") from a predesignated account with a
United States financial institution.
To initiate Automatic Monthly Investment, a participant must complete the
automatic monthly deduction section of the Enrollment/Authorization Form, and
sign and return the Form to the Administrator with a voided blank check for the
account from which funds are to be drawn. Forms will be processed and will be
effective as promptly as practicable. With respect to purchases to be made
directly from Energen, a completed automatic monthly investment form received by
the Administrator at least seven business days prior to the end of a calendar
month will be effective as of the first day of the following calendar month on
which trading in Energen Common Stock occurs on the New York Stock Exchange.
With respect to purchases to be made in the open market, a completed automatic
monthly investment form received by the Administrator at least seven business
days prior to the first day of any investment period will be invested during
that investment period. Investment forms received less than seven business days
before the first day of any investment period or calendar month, as applicable,
will begin being invested in the next following investment period or calendar
month.
With respect to purchases to be made directly from Energen, once Automatic
Monthly Investment is timely initiated, funds will be drawn from the
participant's designated financial institution account on the seventh business
day preceding the first business day of the month for which the investment
qualifies and will be invested in Common Stock beginning on that date.
With respect to purchases to be made in the open market, once Automatic
Monthly Investment is timely initiated, funds will be drawn from the
participant's designated financial institution account on the seventh business
day preceding the first day of the investment period for which the investment
qualifies and will be invested in Common Stock during that investment period.
Participants may change the amount of their Automatic Monthly Investment by
completing and submitting to the Administrator a new automatic monthly deduction
form. To be effective with respect to the next following month or investment
period, however, the new automatic monthly deduction form must be received by
the Administrator at least seven business days prior to the beginning of any
investment period, if Common Stock is being purchased pursuant to the Plan in
open market transactions, or at least seven business days prior to the first
trading day of any calendar month, if Common Stock is being purchased pursuant
to the Plan directly from Energen. Otherwise, the change will be effective in
the following month or investment period. Participants may terminate their
Automatic Monthly Investment by notifying the Administrator in writing.
DEPOSIT OF CERTIFICATES
20. May a participant deposit Common Stock certificates under the Plan?
Yes. A participant may deposit with the Administrator any Common Stock
certificates now or hereafter registered in the participant's name for inclusion
in the participant's account under the Plan. There is no charge for this
custodial service and, by making the deposit, you will be relieved of the
responsibility of loss, theft or destruction of the certificate. Because you
bear the risk of loss in sending stock certificates to the Administrator, it is
recommended that certificates be sent to the Administrator by registered mail,
return
11
<PAGE> 12
receipt requested and properly insured. Certificates should not be endorsed.
Whenever certificates are issued to you either upon request or upon termination
of participation, new, differently numbered certificates will be issued.
Dividends will be reinvested on shares represented by the certificates deposited
with the Administrator.
GIFTING AND OTHERWISE TRANSFERRING PLAN SHARES
21. May an interested investor make a gift by establishing an account on behalf
of a recipient?
Yes. A participant or a non-participant may establish a new account for a
gift recipient by submitting to the Administrator an Enrollment/Authorization
Form in the recipient's name together with an initial cash payment of not less
than $250 and not more than $100,000. (See Question 10.)
22. May an interested investor make a gift by submitting an optional cash
investment for the benefit of a participant?
Yes. A participant or a non-participant may make an optional cash
investment for the benefit of a participant by sending to the Administrator a
check or money order, made payable to the Energen Dividend Reinvestment and
Direct Stock Purchase Plan, and a cash investment form identifying the
recipient's account. (See Question 16.) Cash investment forms are reproduced on
the participant's quarterly statements of account and also may be obtained from
the Administrator.
23. May a participant make a gift of, or otherwise assign or transfer to another
person, all or a part of the participant's shares held under the Plan?
Yes. If a participant wishes to change the ownership of all or part of the
participant's shares held under the Plan through gift, private sale or
otherwise, the participant may effect the transfer by mailing a properly
completed and executed transfer form to the Administrator. Transfer forms are
reproduced on the participant's quarterly statements of account and also may be
obtained from the Administrator. Transfers of less than all of a participant's
shares must be made in whole share amounts. No fraction of a share may be
transferred. Requests for transfer are subject to the same requirements as for
the transfer of Common Stock certificates, including the requirement of a
Medallion Signature Guarantee. A Medallion Signature Guarantee is a signature
guarantee by an institution such as a commercial bank, trust company, securities
broker/dealer, credit union, or a savings institution participating in a
Medallion Program approved by The Securities Transfer Association, Inc. No other
form of signature verification can be accepted. Participants may obtain Plan
Share Transfer Forms or additional information from the Administrator.
24. If the Plan shares are transferred to another person, will the Company issue
a stock certificate to the transferee?
No. Shares transferred will continue to be held by the Administrator under
the Plan. If the transferee is not already a participant, a Plan account will be
opened in the name of the transferee, and the transferee automatically will be
enrolled in the Plan. All dividends on shares transferred to the transferee's
Plan account will be reinvested pursuant to the terms of the Plan. (See Question
15.)
25. How will a transferee be advised of his or her ownership?
The transferee will receive a statement showing the number of shares
transferred to and held in the transferee's Plan account. At the transferor's
request, the Administrator will provide the transferor with a gift certificate
suitable for presentation to the transferee and evidencing the transfer.
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<PAGE> 13
26. How is reinvestment affected if a participant sells or transfers all or a
portion of the shares of Common Stock?
If a participant who is reinvesting the cash dividends on all of the shares
of Common Stock registered in the participant's account disposes of a portion of
these shares, the Administrator will continue to reinvest the dividends on the
remaining shares registered in such participant's name until it is notified
otherwise.
If a participant who is reinvesting the cash dividends on only a portion of
the shares of Common Stock registered in the participant's account disposes of a
portion of the shares of Common Stock registered in his account, it will be
assumed that the participant has disposed of shares of Common Stock as to which
the participant is not reinvesting the cash dividends. If the participant
disposes of a number of shares of Common Stock registered in the participant's
account in excess of the number of shares of Common Stock as to which the
participant is not reinvesting cash dividends, the Administrator will continue
to reinvest the dividends on the remaining shares of Common Stock registered in
the participant's account.
If a participant ceases to be a shareholder of record on the books of
Energen, the Administrator, at its option, may write to the participant
requesting instructions on disposition of shares credited to the Plan account.
If no instructions are received from the participant, the Administrator may
continue to reinvest the dividends on the shares held in the Plan account.
DIRECT DEPOSIT OF DIVIDENDS NOT REINVESTED
27. Can dividends not reinvested under the Plan be received by direct deposit?
Yes. A Participant who elects not to reinvest all or any portion of cash
dividends on any certificated shares of Common Stock may, like any shareholder
of record of Common Stock of Energen, receive such cash dividends by electronic
deposit to the participant's predesignated bank, savings, or credit union
account. To receive a direct deposit of funds, participants must complete and
sign a direct deposit authorization form and return it to the Administrator.
Direct deposit authorization forms may be obtained from the Administrator.
Direct deposit will become effective as promptly as practicable after receipt of
a completed direct deposit authorization form. Changes in designated direct
deposit accounts may be made by delivering a completed direct deposit
authorization form to the Administrator. Cash dividends on certificated shares
of Common Stock not designated for reinvestment and not directly deposited will
be paid by check on the applicable dividend payment date.
COSTS
28. Are there any expenses to participants in connection with purchases under
the Plan?
All costs of administering the Plan plus any brokerage commissions with
respect to open market purchases will be paid by Energen. There are no other
expenses in connection with withdrawal from the Plan unless the participant
requests that shares be sold. (See Question 36.)
PURCHASES
29. How many shares of Common Stock will be purchased for a participant?
A participant's account will be credited with the number of shares of
Common Stock, including fractions reported to four decimal places, equal to the
total amount invested or reinvested, divided by the per share purchase price.
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<PAGE> 14
30. What will be the per share purchase price of Common Stock purchased under
the Plan?
As indicated elsewhere in the Prospectus, and subject to the provisions of
the Plan, shares of Common Stock may be purchased for the account of a
participant either directly from Energen or in the open market. The purchase
price of shares of Common Stock acquired for a participant directly from Energen
through reinvestment of dividends will be the average of the high and low sales
prices for the Common Stock, as reported in the principal consolidated
transaction reporting system for securities listed on the New York Stock
Exchange, Inc., for the dividend payment date (or, if the New York Stock
Exchange, Inc. is closed or if no trading thereon in Common Stock occurs on the
dividend payment date, for the next succeeding day on which trading in shares of
Common Stock occurs on the New York Stock Exchange, Inc.). The purchase price of
shares of Common Stock acquired for a participant directly from Energen through
initial cash investments or optional cash investments will be the average of the
high and low sales prices for the Common Stock, as reported in the principal
consolidated transaction reporting system for securities listed on the New York
Stock Exchange, Inc., for the first day of the calendar month following the
month in which the investment is timely received by the Administrator (see
Questions 11 and 17) on which trading in shares of Common Stock occurs on the
New York Stock Exchange, Inc. The purchase price of shares of Common Stock
acquired for participants in the open market, either through initial cash
investments, reinvestment of dividends or optional cash investments, will be the
weighted average of the prices paid for all shares acquired for all participants
in the Plan during the period beginning on the first day of the applicable
investment period and ending on the last day of such period.
REPORTS TO PARTICIPANTS
31. How will participants be advised of their purchase of Common Stock?
As soon as practicable after each purchase, a participant will receive from
the Administrator a statement of account. An annual statement will be provided
by the Administrator on or before January 31 of each year for the prior calendar
year. These statements are a participant's continuing record of the price of his
purchases and should be retained for tax and other purposes. In addition, each
participant will be sent copies of the communications sent to other
shareholders, including Energen's quarterly financial reports, annual reports,
notices of annual meeting and proxy statements, and income tax information for
reporting dividends paid.
DIVIDENDS
32. Will participants be credited with cash dividends on fractions of shares of
Common Stock?
Yes. Participants will be credited with the amount of dividends
attributable to fractions of shares of Common Stock in their Plan accounts, and
these dividends will be reinvested.
CERTIFICATES FOR SHARES
33. Will certificates be issued for shares of Common Stock purchased?
Normally, certificates for shares of Common Stock purchased under the Plan
will not be issued to participants, except that certificates will be issued to
brokers or nominees or their representatives participating in the Plan on behalf
of beneficial owners of shares of Common Stock of Energen. The number of shares
of Common Stock credited to a participant's account under the Plan will be shown
on the participant's statement of account. The policy respecting issuance of
stock certificates protects against loss, theft or destruction of stock
certificates.
14
<PAGE> 15
Certificates for any number of whole shares of Common Stock credited to an
account under the Plan will be issued to a participant upon the written request
of the participant to the Administrator, and issuance of such certificates will
not terminate participation in the Plan, including, unless otherwise specified
by the shareholder, the continued allocation to a participant's account of
dividends paid respecting the shares of Common Stock as to which such
certificates are issued. Dividends respecting any remaining whole shares and
fraction of a share reflected as being held in a participant's account also will
continue to be credited to the participant's account.
A participant's rights under the Plan and shares credited to the account of
a participant under the Plan may not be pledged as collateral or otherwise
transferred except as described in Questions 21 through 26. A participant who
wishes to pledge or transfer such shares must request that certificates for such
shares be issued in the participant's name.
Certificates for fractions of shares will not be issued under any
circumstance.
34. In whose name are accounts maintained and in whose name will certificates be
issued?
An account under the Plan is maintained in the name in which certificates
of the record holder of shares of Common Stock of Energen were registered at the
time the participant joined the Plan, or, if the participant joined the Plan by
making an initial cash investment, the account is maintained in the name of the
initial purchaser as that name appeared on the Enrollment/Authorization Form
accompanying the initial investment. Consequently, certificates for whole shares
issued upon the request of participants will be issued in the same name.
WITHDRAWAL
35. When may a participant withdraw from the Plan?
A participant may withdraw from the Plan at any time by notifying the
Administrator in writing. If such notice is received by the Administrator
twenty-five (25) days prior to a dividend payment date, the amount of such
dividend which would otherwise have been reinvested will be paid to the
withdrawing participant.
In the event that such notice is received by the Administrator at least
five business days prior to the first trading day of the calendar month for
which the investment qualifies, if purchases of Common Stock pursuant to the
Plan are being made directly from Energen, or at least five business days prior
to the beginning of the investment period for which the investment qualifies, if
purchases of Common Stock pursuant to the Plan are being made in open market
transactions, any optional cash investment received (and not reinvested pursuant
to the Plan) prior to the Administrator's receipt of such notice will be
returned to the record holder of the shares of Common Stock allocated to the
withdrawing participant.
If such notice is not received by the Administrator in accordance with the
provisions of the foregoing paragraphs, the dividend paid on the dividend
payment date or any optional cash investment held by the Administrator at such
time will be invested for the participant's account. Any optional cash
investments or dividends received by the Administrator on or after the receipt
of timely notice, as indicated in the preceding sentence, will be returned to
the record holder of the shares of Common Stock allocated to the account of the
withdrawing participant.
Dividends paid after withdrawal from the Plan will be paid in cash directly
to the record holder of the shares of Common Stock allocated to the withdrawing
participant. Shareholders of record and beneficial
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owners of shares of Common Stock of Energen, acting through the brokers or
nominees (or their representatives) in whose name their shares are registered,
may re-enroll in the Plan at any time.
36. What happens when a participant withdraws from the Plan?
When a participant withdraws from the Plan, or upon termination of the Plan
by Energen, a participant has two options for receiving the proceeds from the
account. The participant may request that certificates for whole shares of
Common Stock credited to the applicable account under the Plan be issued to such
participant and a cash payment be made for any fraction of a share. The
participant also may request that all of the shares of Common Stock credited to
the participant's account, both whole and fractional, be sold. The sale of all
whole and/or fractional shares of Common Stock will be made for the
participant's account in brokerage transactions on a national or regional
securities exchange within five business days after receipt by the Administrator
of the request. A participant whose shares of Common Stock are sold in such
manner will receive the proceeds of the sale, less any brokerage commission and
any transfer tax.
Upon the Administrator's receipt of notice of a participant's withdrawal
from the Plan, or upon termination of the Plan by Energen, the Administrator
will, absent further notice as to the participant's choice of the options above
for receiving the proceeds from the account, issue certificates for whole shares
of Common Stock credited to the account and make a cash payment for any fraction
of a share.
FEDERAL INCOME TAXES
37. How will reinvested dividends be treated for federal income tax purposes
under the provisions of the applicable tax laws?
Dividends which are reinvested in accordance with the Plan will be taxed as
cash dividends.
38.What provision is made for foreign shareholders whose dividends are subject
to income tax withholding?
In the case of those foreign holders of Common Stock who become
participants and whose dividends are subject to United States income tax
withholding, Energen will apply an amount equal to the dividends payable to such
participant, less the amount of tax required to be withheld, to the purchase of
shares of Common Stock for the participant's account. The quarterly statements
confirming purchases made for such foreign participants will indicate the amount
of tax withheld.
Foreign shareholders who only participate in the Plan by making optional
cash investments will continue to receive cash dividends on shares of Common
Stock registered in their names in the same manner as if they were not
participating in the Plan. Optional cash investments received from them must be
in United States dollars and will be invested in the same manner as payments
from other participants.
OTHER INFORMATION
39. Does participation in the Plan involve risk?
The risk to participants is the same as with any other investment in shares
of Common Stock of Energen. The participant bears the risk of loss and realizes
the benefits of any gain from market price changes with respect to all such
shares held in the participant's account under the Plan or otherwise. It should
be recognized that since purchase prices with respect to shares of Common Stock
purchased directly from Energen are established on the first trading date for
the Common Stock each calendar month, and purchase prices with respect to shares
of Common Stock purchased in the open market transactions are established at
times
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<PAGE> 17
selected by the Administrator or any registered broker-dealer appointed by the
Administrator to make such purchases during the applicable investment period, a
participant loses any advantage otherwise available from being able to select
the precise timing of investments. Participants must recognize that neither
Energen nor the Administrator can assure a profit or protect against a loss on
the shares purchased under the Plan.
40. What happens if Energen issues a stock dividend, declares a stock split or
has a rights offering?
Any shares representing stock dividends or stock splits of Common Stock
distributed by Energen on shares held by the Administrator or its nominee for
the account of a participant under the Plan will be added to the participant's
account. Certificates for shares representing stock dividends or stock splits
distributed on shares held by the Administrator or its nominee for the
participant's account will normally not be issued to the participant (see
Question 33).
Any shares representing stock dividends or stock splits of Common Stock
distributed by Energen on shares subject to the Plan but held by the participant
will be issued and delivered to the appropriate shareholder of record in the
same manner as to shareholders who are not participating in the Plan.
In the event of a stock split or stock dividend, all cash dividends paid
with respect to shares held by the Administrator or its nominee for the
participant's account under the Plan will continue to be automatically
reinvested. All cash dividends on shares held directly by the participant (or
the participant's nominee) will continue to be reinvested following such stock
split or stock dividend in the same proportion as were the cash dividends on
shares of Common Stock held by the participant (or the participant's nominee)
immediately prior to the stock split or stock dividend.
In the event of a rights offering, a participant's entitlement will be
based upon the participant's total holdings, including shares credited to the
participant's account under the Plan. Rights applicable to a shareholder of
record who participates in the Plan will be sold by the Administrator, the
proceeds will be credited to the participant's account under the Plan and
applied as an optional cash investment to purchase shares of Common Stock.
Participants who wish to be in a position to exercise their rights should
request that the Administrator issue certificates to them.
41. What are the responsibilities of Energen and the Administrator under the
Plan?
Energen and the Administrator in administering the Plan will not be liable
for any act done in good faith or for the good faith omission to act including,
without limitation, (a) any claim of liability arising out of failure to
terminate a participant's account upon such participant's death prior to receipt
of notice in writing of such death, or (b) with respect to the prices at which
shares are purchased for the participant's account and the times when such
purchases are made, or (c) with respect to any loss or fluctuation in the market
value after purchase of shares. The foregoing limitation of liability does not
apply to violations of the federal securities laws.
42. May the Plan be changed or discontinued?
Energen has the right to amend, suspend, modify or terminate the Plan at
any time without the approval of the participants. Notice of any such amendment,
suspension, modification or termination will be sent to all participants who
shall in all events have the right to withdraw from the Plan. (See Questions 35
and 36.)
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<PAGE> 18
43. How will shares of Common Stock of a participant be voted at annual or
special meetings of shareholders?
Each holder of record of shares of Common Stock allocated to a
participant's account will be sent a proxy card and will be entitled to vote any
shares of Common Stock held by the Administrator for his account. In the case of
a beneficial owner of shares of Common Stock who participates in the Plan
through a broker or nominee, such beneficial owner must make appropriate
arrangements with such broker or nominee to ensure exercise by such owner of the
right to vote such shares.
44. How is the Plan to be interpreted?
Any question of interpretation arising under the Plan is determined by
Energen and any such determination is final.
LEGAL OPINION
The legality of the securities offered hereby has been passed upon by
Bradley, Arant, Rose & White, Birmingham, Alabama, counsel for Energen. The
partners and associates of Bradley, Arant, Rose and White beneficially own
approximately 5,000 shares of Energen Common Stock.
EXPERTS
The consolidated financial statements of Energen Corporation and its
subsidiaries as of September 30, 1995 and for each of the years then ended,
which are included in Energen's annual report on Form 10-K for the year ended
September 30, 1995 and which are incorporated by reference in the Prospectus,
have been incorporated herein in reliance on the report, which includes an
explanatory paragraph regarding Energen changing its method of accounting for
certain other post-retirement benefits effective October 1, 1993 of Coopers &
Lybrand L.L.P., independent accountants, given on the authority of that firm as
experts in auditing and accounting.
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<PAGE> 19
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THE
PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY THE PROSPECTUS, AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY ENERGEN CORPORATION. THE PROSPECTUS DOES NOT CONSTITUTE AN OFFER
TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THESE SECURITIES IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION. EXCEPT WHERE OTHERWISE INDICATED, THE PROSPECTUS SPEAKS AS OF THE
EFFECTIVE DATE OF THE REGISTRATION STATEMENT. NEITHER THE DELIVERY OF THE
PROSPECTUS NOR ANY SALE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF ENERGEN CORPORATION
SINCE THE DATE HEREOF.
------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information................. 2
Documents Incorporated by Reference... 2
Energen Corporation................... 3
Use of Proceeds....................... 3
Description of the Plan............... 3
Legal Opinion......................... 18
Experts............................... 18
</TABLE>
(ENERGEN LOGO)
ENERGEN CORPORATION
------------------
DIVIDEND
REINVESTMENT AND
DIRECT STOCK
PURCHASE PLAN
------------------
750,000 SHARES
COMMON STOCK
$.01 PAR VALUE
------------------
PROSPECTUS
DATED MARCH 26, 1996
