SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported)
August 11, 1997
Energen Corporation
(Exact name of registrant as specified in its charter)
Alabama
(State or other jurisdiction of incorporation)
1-7810 63-0757759
(Commission File No.) (IRS Employer Identification No.)
2101 Sixth Avenue North
Birmingham, Alabama 35203
(Address of principal (Zip Code)
executive offices)
(205) 326-2700
(Registrant's telephone number including area code)
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Item 5. Other Events
On August 11, 1997, Energen Corporation ("Energen")
commenced the solicitation (the "Solicitation") of consents (the
"Consents") to certain proposed amendments (the "Proposed
Amendments") (i) to the Indenture dated as of January 1, 1992
(the "1992 Indenture") among Energen and Boatmen's Trust Company,
as trustee (the "Trustee"), pursuant to which Energen's 8%
Debentures Due February 1, 2007 (the "1992 Debentures") were
issued and (ii) to the Indenture dated as of March 1, 1993 (the
"1993 Indenture") (the 1992 Indenture and the 1993 Indenture
sometimes being collectively referred to herein as the
"Indentures") among Energen and the Trustee, pursuant to which
Energen's Series 1993 Notes (the "1993 Notes) (the 1992
Debentures and the 1993 Notes sometimes being referred to
collectively herein as the "Debt Obligations") were issued. The
Consents are being solicited from the holders (the "Holders") of
record of the Debt Obligations as of the close of business on
August 11, 1997 (the "Record Date").
The purpose of the Proposed Amendments is to eliminate
certain covenants in the Indentures which restrict the ability of
Energen to incur indebtedness and to add certain "put" rights or
mandatory call obligations to the Indentures with respect to the
Debt Obligations in the event the ratings of such Debt
Obligations decrease to certain levels.
The total consideration payable pursuant to the Solicitation
to a Holder of record on the Record Date of securities of an
issue of the Debt Obligations who validly delivers a Consent to
the Proposed Amendments prior to 5:00 p.m., Birmingham, Alabama
time, on the Consent Date (as defined herein) for that issue (and
does not validly revoke such Consent prior thereto) will be an
amount equal to $10.00 per $1,000 principal amount of an issue of
the Debt Obligations as to which a supplemental indenture
effecting the Proposed Amendments is delivered held by such
consenting Holder (the "Consent Payment"). If a Holder's
Consents are not properly delivered with respect to such issue of
Debt Obligations prior to 5:00 p.m., Birmingham, Alabama time on
the Consent Date with respect to such issue, such Holder will not
receive the Consent Payment even though such Holder will be bound
by the Proposed Amendments to the Indenture with respect to such
issue.
The "Consent Date," will be, with respect to the 1992
Indenture, the date that is the later of September 9, 1997 or the
Consent Achievement Date for the 1992 Indenture, and, with
respect to the 1993 Indenture, the date that is the later of
September 9, 1997 or the Consent Achievement Date for the 1993
Indenture. The "Consent Achievement Date" will be, with respect
to the 1992 Indenture, the date Energen has received the
Requisite Consents (as defined herein) to the Proposed Amendments
to the 1992 Indenture, and, with respect to the 1993 Indenture,
the date Energen has received the Requisite Consents to the
Proposed Amendments to the 1993 Indenture, and in each case the
satisfaction or waiver of the other conditions to the
Solicitation.
Energen will announce by public announcement by the close of
business on the day following the Consent Achievement Date with
respect to an Indenture that the Requisite Consents with respect
to such Indenture have been received. If necessary, Energen will
make this announcement separately with respect to the 1992
Debentures and the 1993 Notes.
Energen is seeking Consents to all the Proposed Amendments
as a single proposal. In the event the Requisite Consents to the
Proposed Amendments to the 1992 Indenture are received, but the
Requisite Consents to the Proposed Amendments to the 1993
Indenture are not received, or in the event the Requisite
Consents to the Proposed Amendments to the 1993 Indenture are
received, but the Requisite Consents to the Proposed Amendments
to the 1992 Indenture are not received, Energen reserves the
right to terminate the Solicitation. If Energen terminates the
Solicitation, no Consent Payments will be made. Energen may
elect, however, to waive the requirement that the Requisite
Consents be received with respect to the Proposed Amendments for
each of the Indentures, in which event Holders of record on the
Record Date who have delivered Consents (which have not been
validly withdrawn) prior to 5:00 p.m., Birmingham, Alabama time
on the Consent Date with respect to the Indenture as to which
Requisite Consents are received will receive the Consent Payment.
"Requisite Consents" will be the Consents of, with respect to the
1992 Indenture, Holders of record on the Record Date who hold not
less than a majority in aggregate principal amount of the 1992
Debentures outstanding (excluding for such purpose any 1992
Debentures owned by Energen or any of its subsidiaries or other
affiliates) and, with respect to the 1993 Indenture, Holders of
record on the Record Date who hold not less than a majority in
aggregate principal amount of the 1993 Notes outstanding
(excluding for such purpose any 1993 Notes owned by Energen or
any of its subsidiaries or other affiliates). As of the Record
Date, $18,704,000 in principal amount of the 1992 Debentures was
outstanding. Accordingly, the Requisite Consents for the 1992
Indenture will be the Consents of Holders who hold greater than
$9,352,000 in aggregate principal amount of the 1992 Debentures.
As of the Record Date, $12,753,000 in principal amount of the
1993 Notes was outstanding. Accordingly, the Requisite Consents
for the 1993 Indenture will be the Consents of the Holders who
hold greater than $6,376,500 in aggregate principal amount of the
1993 Notes.
Energen is delivering to the Holders of record as of the
Record Date a consent solicitation statement, which describes the
Solicitation in more detail.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly
authorized.
ENERGEN CORPORATION
DATE: August 11, 1997 By /s/ G. C. Ketcham
G. C. Ketcham
Executive Vice President,
Chief Financial Officer
and Treasurer
