<PAGE> 1
PROSPECTUS FILED PURSUANT TO
(Form S-8) RULE 424(b)(3)
FILE NO. 2-89855
ENERGEN CORPORATION
RESTRICTED STOCK INCENTIVE PLAN OF ENERGEN CORPORATION
219,450
Shares of Common Stock
This document constitutes part of a prospectus covering securities
that have been registered under the Securities Act of 1933.
Pursuant to the Restricted Stock Incentive Plan of Energen Corporation
(the "Plan"), up to 219,450 shares of Common Stock, par value of $0.01 per
share, of ENERGEN CORPORATION (the "Company") may be offered to such officers
of the Company or its subsidiaries as a committee designated pursuant to the
Plan (the "Committee") from time to time may select. As of the date of the
Prospectus, awards of 201,680 shares have been granted under the Plan, of which
15,807 shares remain subject to restrictions under the Plan.
Under the terms of the Plan, shares of Common Stock are awarded to
participants without such participants being required to pay any consideration
for such shares, except for such consideration as is represented by the value
of their future services to the Company or its subsidiaries. See "THE
PLAN--General Nature and Purposes of the Plan." The shares of Common Stock
awarded to participants under the Plan are subject for a specified period of
time to restrictions respecting the participants' ability to sell, transfer,
assign, pledge, hypothecate or otherwise encumber such shares of Common Stock,
although, during such restricted period, the participants are entitled to vote
the shares of Common Stock in question and receive dividends and other
distributions respecting such Common Stock. Such restrictions lapse as to 25%
of the Common Stock covered by an award on the third anniversary of the date of
such award, and restrictions on each successive 25% of such Common Stock lapse
on each subsequent anniversary date of such award. In addition, upon the
occurrence of certain events constituting a "Change in Control" of the Company
within the meaning of the Plan, all remaining restrictions on shares of Common
Stock covered by awards under the Plan lapse. If a participant's employment
with the Company or its subsidiaries terminated prior to the lapse of all or
any portion of such restrictions, a participant's interest in the remaining
restricted shares of Common Stock made the subject of an award is forfeited,
unless the Committee, in its discretion, accelerates the date on which any
remaining restrictions lapse or removes all such restrictions entirely. Awards
made under the Plan are subject to being reduced in whole or in part in the
event employees to whom such awards were or are made fail to meet any
performance objectives which have been or may be established as additional
conditions of such awards. Participation in the Plan is limited to employees
of the Company or its subsidiaries who are serving (or who are selected to
serve) as officers of the Company or its subsidiaries, including persons who
also serve as members of the Board of Directors of the Company. See "THE
PLAN--Consideration for Awards and Restrictions Respecting Common Stock."
Participants in the Plan will realize taxable income for federal
income tax purposes at the time that restrictions respecting any shares of
Common Stock lapse in an amount equal to the fair market value of such shares
of Common Stock, which fair market value shall be determined as of the date of
lapse of such restrictions. See "THE PLAN-- Income Tax Consequences of the
Plan."
The shares of Common Stock subject to the Plan are listed on the New
York Stock Exchange, Inc., and no commissions will be paid by participants in
connection with the issuance of such shares of Common Stock to participants in
the Plan.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
______________________________
ENERGEN CORPORATION
2101 Sixth Avenue North
Birmingham, Alabama 35203
(Telephone: (205) 326-2700)
__________________________________
THE DATE OF THIS PROSPECTUS IS APRIL 29, 1997
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
REGISTRATION STATEMENT AND OTHER MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
APPLICABILITY OF PROSPECTUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
THE PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
General Nature and Purposes of the Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Consideration for Awards and Restrictions Respecting Common Stock . . . . . . . . . . . . . . . . . . . . . . 4
Income Tax Consequences of the Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Election to Defer Awards Under Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
SECURITIES SUBJECT TO THE PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
RESALE OF COMMON STOCK AND LIMITATIONS RESPECTING SHORT-SWING PROFITS . . . . . . . . . . . . . . . . . . . . . . . . 6
INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
LEGAL OPINION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
</TABLE>
_______________________
AVAILABLE INFORMATION
Energen Corporation (hereinafter sometimes referred to as the
"Company") 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"). Reports, proxy and information statements and other information
filed by the Company 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. The
Commission also maintains a web site (http://www.sec.gov) that contains
reports, proxy and information statements and other information regarding
reporting companies, including the Company.
The Company's Common Stock is listed on the New York Stock Exchange,
Inc., 20 Broad Street, New York, New York 10005, where copies of reports, proxy
and information statements and other information concerning the Company can be
inspected.
1
<PAGE> 3
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated herein by reference as of their respective dates:
(1) The Company's annual report on Form 10-K for the year ended
September 30, 1996 filed pursuant to Section 13(a) of the Exchange Act; and
(2) The description of the Company's Common Stock appearing in the
Company's registration statement on Form S-3 (Registration No. 333-11239) filed
pursuant to the Securities Act of 1933 (the "1933 Act") on August 30, 1996, the
Company's Prospectus dated September 13, 1996 relating to the offering of up to
$250,000,000 of the Company's debt securities or the Company' Common Stock, and
the Company's Prospectus Supplement dated January 16, 1997 relating to the
offering of 1,500,000 shares of the Company' Common Stock.
All documents filed by the Company pursuant to Sections 13, 14 or
15(d) of the Exchange Act, after the date of the Prospectus and prior to the
termination of the offering of Common Stock offered hereby, shall be deemed to
be incorporated by reference and to be a part of the Prospectus from the date
of the filing of such document.
The Company undertakes to provide, without charge to each person to
whom a Prospectus is delivered and upon written or oral request of such person,
(i) a copy of any and all of the information that has been incorporated by
reference in the Prospectus (not including exhibits to the information that is
incorporated by reference unless such exhibits are specifically incorporated by
reference into the information that the Prospectus incorporates) and (ii) a
copy of the Company's annual report to its stockholders for its last fiscal
year (and, if the Prospectus is used within 120 days of the last fiscal year, a
copy of the Company's annual report to its stockholders for the preceding
fiscal year and, within such 120 day period, a copy of the annual report to its
stockholders for the last fiscal year). Such request is to be directed to
Energen Corporation, Corporate Secretary, 2101 Sixth Avenue North, Birmingham,
Alabama 35203, (205) 326-2700.
REGISTRATION STATEMENT AND OTHER MATTERS
A registration statement in respect of the shares of Common Stock of
the Company offered by the Prospectus has been filed with the Commission,
Washington, D.C., under the 1933 Act. For further information pertaining to
the Company and such shares, reference is made to such registration statement
and to the exhibits and financial statements filed therewith or incorporated by
reference therein. Statements in the Prospectus as to the contents of any
document are qualified in all respects by reference to the copy of such
document so filed or incorporated by reference.
No person has been authorized to give any information or to make any
representation other than those contained in the Prospectus in connection with
any offer to sell or sale of the securities with respect to which the
Prospectus is issued and, if given or made, such information or representation
must not be relied upon as having been authorized. The delivery of the
Prospectus at any time does not imply that the information herein is correct as
of any time subsequent to its date. The Prospectus does not constitute an
offer to sell to or a solicitation of an offer to buy from any person in any
state in which any such offer or solicitation would be unlawful.
APPLICABILITY OF PROSPECTUS
This Prospectus is applicable to the award of shares of Common Stock
of the Company to certain officers of the Company or its subsidiaries pursuant
to the terms of the Restricted Stock Incentive Plan of Energen Corporation (the
"Plan").
THE PLAN
The securities to be offered pursuant to the Plan are the Company's
Common Stock, par value of $0.01 per share, and the Company's address is 2101
Sixth Avenue North, Birmingham, Alabama 35203 (telephone number:
2
<PAGE> 4
(205) 326-2700). Only key employees who are or become employed by the Company
or any of its subsidiaries as an officer of the Company or any such subsidiary
(including persons who also serve as members of the Board of Directors of the
Company) are entitled to participate in the Plan. No consideration will be paid
by participants in the Plan for the Common Stock made the subject of an award
under the plan, except for such consideration as is involved in such persons
rendering future services to the Company or its subsidiaries. As of the date of
this Prospectus, awards with respect to 201, 680 shares have been granted under
the Plan, of which 15,807 shares remain subject to restrictions under the Plan.
The Plan is not qualified under Section 401(a) of the Internal Revenue
Code of 1986 and is not subject to the requirements of the Employee Retirement
Income Security Act of 1974. Awards under the Plan are subject to Section 83
of the Internal Revenue Code of 1986. See "Income Tax Consequences of the
Plan."
GENERAL NATURE AND PURPOSES OF THE PLAN
The Plan was approved by the Board of Directors of the Company on
October 20, 1983 and was approved by the stockholders of the Company on January
19, 1984. The Plan provides for the grant of restricted awards of Common Stock
of the Company to participants under the Plan in an aggregate amount not to
exceed 219,450 shares of such Common Stock. Under the terms of the Plan, a
share of "restricted stock" is defined as a share of Common Stock of the
Company made the subject of an award under the Plan which, by the terms of the
Plan, may not be sold, transferred, assigned, pledged, hypothecated or
otherwise encumbered until the lapse (or waiver or acceleration by the
committee empowered to administer the Plan) of the terms or conditions
established by such committee at the time such award was granted.
The committee that is empowered to administer the Plan (the
"Committee") consists of not less than three (3) members of the Board of
Directors of the Company who are not otherwise regularly employed by the
Company and who are not eligible to receive awards under the Plan. Until such
time as its members are not qualified to serve as members of the Committee, the
Committee will be composed of the members of the Officers Review Committee of
the Board of Directors. As of the date of the Prospectus, the members of the
Committee, who serve at the pleasure of the Board of Directors of the Company,
are Stephen D. Ban, Wallace L. Luthy, Drayton Nabers, Jr. and George S.
Shirley, all of whom may reached by writing at the principal executive offices
of the Company.
The Committee is authorized to interpret the Plan, to adopt rules and
regulations for its administration, to make recommendations to the Board of
Directors on all matters relating to the administration of the Plan, to select
persons who will participate in and receive awards under the Plan and to
determine the time and conditions of awards made thereunder. Except for the
fact that the Plan requires participants to be officers of the Company or one
of its subsidiaries and requires participants not to be members of the
Committee, the Committee is free to grant awards to such persons as the
Committee may select, and the Plan does not limit the number of shares of
Common Stock that may be awarded to any one participant, including participants
who also serve as members of the Board of Directors of the Company. The Plan
provides that in the event of any dispute or disagreement as to the
interpretation of the Plan, any amendment of the Plan or any right or
obligation arising from or related to the Plan, the decision of the Committee
or the Board of Directors of the Company is final and binding upon all
interested persons, including participants in the Plan, the Company and
stockholders of the Company.
The purposes of the Plan are to provide selected officers of the
Company or its subsidiaries with special motivation and incentive to exert
superior efforts on behalf of the Company and its subsidiaries, thus
facilitating the long-range growth and success of the Company, and to attract
and encourage the continued service of officers of superior quality and
ability. Management believes that the growth and success of the Company
depends to a large degree upon the ability of the Company and its subsidiaries
to attract and retain in their employ persons of competence and superior
quality and ability and to engender in such persons a high level of motivation
on behalf of the Company and its subsidiaries.
The Plan may be revised, amended or terminated by the Board of
Directors of the Company from time to time without approval of the
stockholders, but no revision or amendment (other than for certain exceptions
relating to the antidilution provisions of the Plan) may, without the approval
of the stockholders, increase the maximum number of
3
<PAGE> 5
shares of Common Stock for which awards may be granted under the Plan, and no
revision, amendment or termination may, without the consent of an affected
participant, affect the rights of participants with respect to outstanding
awards under the Plan.
The Plan terminated on, and awards may not be granted after, January
31, 1994, except that the Plan continues thereafter for purposes of regulating
outstanding awards under the Plan.
CONSIDERATION FOR AWARDS AND RESTRICTIONS RESPECTING COMMON STOCK
Participants do not pay any consideration in connection with the grant
of an award under the Plan, except for such consideration as is represented by
the value of their future services to the Company or its subsidiaries. Stock
certificates representing the Common Stock awarded to participants under the
Plan will be immediately issued (and registered on the stock books of the
Company) in the name of such participants and such participants will be
entitled to vote and receive dividends and other distributions respecting the
shares of Common Stock made the subject of an award. However, such stock
certificates will be legended to reflect the fact that certain restrictions are
imposed upon the grant of the awards, and until the restrictions respecting the
applicable portion of such award lapse (or are waived or accelerated by the
Committee), the stock certificates respecting such shares of Common Stock will
be retained for safekeeping by the Company.
All shares of Common Stock awarded under the Plan are subject to
restrictions providing that such shares of Common Stock, during the applicable
restriction period, may not be sold, transferred, assigned, pledged,
hypothecated or otherwise encumbered until the restrictions respecting the
applicable portion of such Common Stock have lapsed (or been accelerated or
waived by the Committee). During the restriction period, the shares of Common
Stock still subject to restrictions are subject to forfeiture in the event that
a participant's employment with the Company is terminated, except that the
Committee, in its sole discretion, may waive or accelerate the lapse of such
restrictions (including such waivers or accelerations as the Committee may
choose to grant in connection with the death, total and permanent disability or
normal retirement of a participant). If a forfeiture occurs, the participant
forfeits all rights respecting that portion of the Common Stock made the
subject of the award as is still subject to restrictions, and such Common Stock
is returned to the Company and may, subject to the discretion of the Committee,
be subject to additional awards under the Plan. Awards may also be subject to
being reduced in whole or in part in the event employees to whom such awards
were or are made fail to meet any performance objectives which have been or may
be established as additional conditions of such awards.
Restrictions with respect to 25% of the shares of Common Stock
constituting an award to a participant will lapse on the third anniversary of
the date of such award. Restrictions respecting each successive 25% of the
shares of Common Stock constituting such award will lapse on each subsequent
anniversary date of such award with the effect that restrictions respecting the
last 25% of the shares of Common Stock constituting the award will lapse on the
sixth anniversary date of such award. As indicated above, the Committee may,
in its discretion, accelerate the lapse period or waive any and all
restrictions respecting all or any portion of the Common Stock constituting the
award and, among other matters, the Committee is authorized, if it so elects,
to accelerate the lapse period or to waive any or all restrictions respecting
all or any portion of such Common Stock in the event of the death, total and
permanent disability or normal retirement of a participant from the employ of
the Company and its subsidiaries.
In the event the Company becomes a party to a binding agreement of
merger, consolidation or reorganization constituting a "Change of Control"
within the meaning of the Plan, all remaining restrictions on Common Stock
covered by awards under the Plan lapse. For purposes of the Plan, any of the
following events constitute a "Change in Control": (1) the acquisition by any
person of beneficial ownership (within the meaning of Rule 13d-3 under the
Exchange Act) of 30% or more of the outstanding shares of the Company's Common
Stock, (2) the consummation of any merger or consolidation in which the Company
is not the surviving or continuing corporation or pursuant to which the shares
of the Company's common stock are converted into cash, securities or other
property (other than a merger in which the stockholders of the Company
immediately prior to the merger have the same proportionate ownership of the
common stock of the surviving corporation immediately after the merger as they
had in the Company's Common Stock immediately prior to the merger, or (3) the
consummation of any sale, lease, exchange or other transfer (in one
4
<PAGE> 6
transaction or a series of related transactions)of all, or substantially all, of
the assets of the Company, including, without limitation, any such transactions
involving the assets of its subsidiary Alabama Gas Corporation.
INCOME TAX CONSEQUENCES OF THE PLAN
Participants receiving an award under the Plan will realize taxable
income for federal income tax purposes at the time any restrictions respecting
the Common Stock lapse (or are waived or accelerated by the Committee), which
taxable income will be in an amount equal to the fair market value of the
Common Stock with respect to which (and as of the date that) such restrictions
lapse. Any income realized by a participant will be subject to taxation under
the Internal Revenue Code of 1986 at ordinary income rates. The Plan prohibits
participants from electing, pursuant to Section 83(b) of the Internal Revenue
Code of 1986, to have the fair market value of the Common Stock (without regard
to restrictions) taxed to them at the time an award is granted to such
participants. The Company will be entitled to claim a deduction for federal
income tax purposes in an amount equal to the amount of income realized by the
participant with respect to an award.
Assuming that a participant has held shares of Common Stock with
respect to which all restrictions have lapsed (or been accelerated or waived by
the Committee) for more than six (6) months, any subsequent sale of such shares
by a participant will result in long-term capital gain or loss for federal
income tax purposes, depending upon whether the sales price of such shares is
greater or less than the participant's federal income tax basis in such shares.
Any sale of shares of Common Stock occurring within six (6) months of the date
that all restrictions respecting such shares lapse (or are accelerated or
waived by the Committee) will result in short-term capital gain or loss,
depending upon whether the sales price of such shares is greater or less than
the participant's federal income tax basis in such shares. The Tax Reform Act
of 1986, however, has repealed the 60% individual capital gains deduction, so
that the long-term capital gains are taxed at the same rate as ordinary income,
except that during 1987 the maximum rate at which long-term capital gains will
be taxed is 28%. A participant's federal income tax basis in shares of Common
Stock acquired under the Plan will be an amount equal to the fair market value
of such shares as of the date that all restrictions respecting such shares
lapse (or are accelerated or waived by the Committee).
The grant of awards under the Plan and the sale of shares of Common
Stock received by participants pursuant to the Plan may result in state and
local income tax consequences to a participant. The federal, state and local
income tax consequences of transactions incident to the Plan may vary,
depending upon the circumstances of and the place of domicile of a participant.
Accordingly, participants are urged to consult their own tax advisors to
determine the particular income tax consequences of a grant of an award under
the Plan and any subsequent sale of shares of Common Stock received by them
pursuant to the Plan.
ELECTION TO DEFER AWARDS UNDER PLAN
Participants in the Plan can elect to defer receipt of part or all of
any award under the Plan pursuant to the Energen Corporation 1997 Deferred
Compensation Plan (the "Deferred Compensation Plan"). Information on the
Deferred Compensation Plan is available, without charge, to participants of the
Plan upon written or oral request to Energen Corporation, Secretary, 2101 Sixth
Avenue North, Birmingham, Alabama 35203 (Telephone No.: 205-326-2700).
SECURITIES SUBJECT TO THE PLAN
As of the date of the Prospectus, awards with respect to 201,680
shares of Common Stock have been granted under the Plan, of which 15,807 shares
remain subject to restrictions under the Plan. The Plan provides that shares
of Common Stock awarded but later forfeited under the Plan are again subject to
being awarded under the Plan.
Shares of Common Stock awarded under the Plan may be
authorized and unissued shares of Common Stock or may be obtained from treasury
stock of the Company, including shares of Common Stock repurchased by the
Company for purposes of funding the Plan. If the Company were to repurchase
shares of Common Stock for such purpose, such transactions would be effected
either on the New York Stock Exchange, Inc. or over a regional or other
5
<PAGE> 7
securities exchange in which the brokers handling such transactions are paid
customary brokerage fees or such transactions would be effected in privately
negotiated transactions in which no brokerage fees are paid.
The Plan provides that in the event of a reorganization,
recapitalization, stock split, stock dividend, combination of shares, merger,
consolidation, rights offering, or any other change in the corporate structure
or number of outstanding shares of Common Stock of the Company, the number of
shares issuable under the Plan and subject to outstanding awards under the Plan
will be proportionately adjusted.
RESALE OF COMMON STOCK AND LIMITATIONS
RESPECTING SHORT-SWING PROFITS
Shares of Common Stock received under the Plan by affiliates of the
Company (which, in general, include officers, directors and principal
stockholders of the Company) may not be resold in the absence of an effective
registration statement under the 1933 Act covering the resale of such shares or
the availability of an exemption from such registration, such as the one
afforded by Rule 144 of the 1933 Act. There is included in the Registration
Statement a separate Prospectus permitting certain affiliates of the Company to
resell a specified number of shares of Common Stock in transactions over the New
York Stock Exchange, Inc. (or in transactions over a regional or other
securities exchange). In addition, shares of Common Stock received under the
Plan, and held, at the time of such resale, by nonaffiliates of the Company may
be resold pursuant to the exemption afforded by Section 4(1) of the 1933 Act.
Section 16(b) of the Exchange Act provides that any profit realized
from any purchase and sale, or any sale and purchase, of any class of the
Company's equity securities (including the Common Stock) by a director or
certain officers of the Company or a beneficial owner of 10% or more of any
class of the Company's outstanding equity securities, within any period of less
than six (6) months, shall, subject to certain exceptions, inure to and be
recoverable by the Company (or any stockholder suing on behalf of the Company).
However, Rule 16b-3, promulgated by the Commission pursuant to Section 16(b) of
the Exchange Act, exempts from Section 16(b) of the Exchange Act the
acquisition of certain securities pursuant to certain stock bonus or similar
plans. For purposes of Section 16(b) of the Exchange Act, Bradley Arant Rose &
White LLP, counsel for the Company, have advised the Company that neither the
grant of an award pursuant to the Plan nor the acquisition thereunder of shares
of Common Stock upon the lapse (or waiver or acceleration) of restrictions will
be subject to Section 16(b) of the Exchange Act. However, if any officer,
director or the beneficial owner of 10% or more of the Company's outstanding
shares of Common Stock were subsequently to sell shares of Common Stock
acquired pursuant to the Plan, such transaction would constitute a "sale" for
purposes of Section 16(b) of the Exchange Act. Therefore, if such persons,
within six (6) months before or after any such sale of shares of Common Stock,
were to purchase shares of Common Stock of the Company in a transaction other
than pursuant to the Plan, the Company (or any of its stockholders) would be
entitled to recover the difference between (i) the purchase price of such
shares of Common Stock acquired by such persons outside the purview of the Plan
and (ii) the sales price of such shares of Common Stock sold by such persons.
INDEMNIFICATION
Under the terms of the Company's Bylaws, officers and directors of the
Company are entitled to indemnification by the Company in certain instances,
and the Company also maintains officers' and directors' liability insurance
insuring its officers and directors from certain liabilities and expenses.
Insofar as indemnification for liabilities arising under the 1933 Act may be
permitted to directors, officers, or persons controlling the Company by virtue
of the foregoing provisions of the Bylaws, the Company has been informed that,
in the opinion of the Commission, such indemnification is against public policy
as expressed in the 1933 Act and is therefore unenforceable.
LEGAL OPINION
The legality of the securities offered by the Prospectus has been
passed upon by Bradley Arant Rose & White LLP, counsel for the Company. The
partners and associates of Bradley Arant Rose & White LLP beneficially own
approximately 5,000 shares of Energen Common Stock as of the date of this
Prospectus.
6
<PAGE> 8
EXPERTS
The balance sheets of the Company and its subsidiaries as of September
30, 1996 and 1995 and the statements of income, retained earnings and changes
in financial position for each of the three years in the period ending
September 30, 1996, which are included in the Company's annual report on Form
10-K for the year ended September 30, 1996 and which are incorporated by
reference in the Prospectus, have been incorporated herein in reliance on the
report of Coopers & Lybrand L.L.P., independent certified public accountants,
given on the authority of that firm as experts in auditing and accounting.
REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
The documents incorporated by reference in Item 3 of Part II of the
Registration Statement (not including exhibits to the information that is
incorporated by reference unless such exhibits are specifically incorporated by
reference into the information that the Registration Statement incorporates) are
incorporated by reference into the Section 10(a) Prospectus and are available,
without charge, to the participants upon written or oral request to Secretary,
Energen Corporation, 2101 Sixth Avenue North, Birmingham, Alabama 35203
(telephone number (205)326-2700). The documents containing the information
requested by Part I of Form S-8, Energen Corporation's latest Annual Report on
Form 10-K, and all reports, proxy statements, and other communications
distributed generally to the security holders of Energen Corporation are
available, without charge, to participants upon written or oral request to
Secretary, Energen Corporation, 2101 Sixth Avenue North, Birmingham, Alabama
35203 (telephone number (205)326-2700).
7
