<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 7, 1998
REGISTRATION NO. 333-00395
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
------------------
ENERGEN CORPORATION
(Exact name of registrant as specified in its charter)
ALABAMA 63-0757759
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
2101 Sixth Avenue North
Birmingham, Alabama 35203
(205) 326-2700
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive office)
------------------
J. David Woodruff
Energen Corporation
2101 Sixth Avenue North
Birmingham, Alabama 35203
(205) 326-2700
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
with a copy to:
John K. Molen
Bradley Arant Rose & White LLP
2001 Park Place, Suite 1400
Birmingham, Alabama 35203
(205) 521-8000
<PAGE> 2
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED AUGUST 7, 1998
PROSPECTUS
______________ SHARES
ENERGEN CORPORATION
DIVIDEND REINVESTMENT AND DIRECT STOCK PURCHASE PLAN
COMMON STOCK, $.01 PAR VALUE
Energen Corporation (the "Company" or "Energen") is amending and restating in
its entirety the Company's Dividend Reinvestment and Direct Stock Purchase Plan
(the "Plan") effective as of September 1, 1998. The Plan provides investors with
a convenient and economical way to purchase shares of Company Common Stock, par
value $.01 per share ("Energen Common Stock"), and to reinvest cash dividends.
Shareholders of record who are currently Plan Participants ("Participants") will
remain enrolled in the Plan unless such shareholders instruct First Chicago
Trust Company of New York (the "Administrator") in writing to close the account
or to alter the conditions of participation. Investors who are not already
shareholders may become Participants in the Plan by completing and returning an
authorization form to the Administrator, which an investor may request from the
Administrator by calling 1-800-946-4316. Investors who are not already
shareholders must make an initial cash investment of at least $250, or authorize
a minimum of ten (10) automatic monthly withdrawals of at least $25.
Participants in the Plan may:
- Invest by making additional voluntary cash payments at any
time for at least $25 up to a total of $250,000 per calendar
year. Voluntary cash payments should be invested at least
weekly.
- Make automatic monthly investments by electronic funds
transfer.
- Automatically reinvest cash dividends on all or a portion of
the shares registered in their names.
- Receive cash dividends on all remaining shares, including
those held in the Plan.
- Deposit shares for safekeeping with the Administrator.
- Transfer shares or make gifts of Energen Common Stock.
The Plan provides Energen the option to sell newly issued Energen Common Stock
or Energen Common Stock reacquired and held for future issuance, or to have its
Administrator purchase Energen Common Stock in the open market. The purchase
price of Energen Common Stock, if Energen is selling newly issued shares or
Energen Common Stock reacquired and held for future issuance, will be the
average of the highest and lowest per share trading price of the Energen Common
Stock on the New York Stock Exchange (Consolidated Tape Transactions) on the
issuance date of the Energen Common Stock. Energen will receive the proceeds of
the sale of newly issued Energen Common Stock. The purchase price of the Energen
Common Stock purchased by the Administrator in the open market, with the
proceeds of each cash dividend and/or any optional cash payments then available
for investment, will be the average of the prices paid for such Energen Common
Stock.
The Prospectus relates to ______ shares of Energen Common Stock registered for
sale under the Plan and remaining to be issued pursuant to the Plan as of
__________, 1998 and includes shares of Energen Common Stock purchased in open
market transactions as well as shares of Energen Common Stock purchased directly
from Energen. It is suggested that the Prospectus be retained for future
reference.
------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
------------------
The date of this Prospectus is _____________, 1998.
<PAGE> 3
AVAILABLE INFORMATION
Energen is subject to the informational requirements of the Securities Exchange
Act of 1934, as amended (the "1934 Act"), and in accordance therewith files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "SEC"). Reports, proxy statements and other information
concerning Energen can be inspected and copied at the SEC's Public Reference
Room, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C., 20549, as well
as the following Regional Offices of the SEC: 7 World Trade Center, Suite 1300,
New York, New York 10048; and Northwestern Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such material can be
obtained from the Public Reference Section of the SEC at Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. The SEC also
maintains a site on the World Wide Web that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the SEC. The address of such site is http://www.sec.gov.
Such reports, proxy statements and other information may also be inspected at
the offices of the New York Stock Exchange, Inc. (the "NYSE"), on which Energen
Common Stock is traded, at 20 Broad Street, New York, New York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by Energen (File No. 1-7810) with the SEC are
incorporated by reference herein and made a part hereof:
(a) Energen's Annual Report on Form 10-K for the year ended
September 30, 1997 filed pursuant to Section 13(a) of the 1934
Act;
(b) Energen's Quarterly Reports on Form 10-Q for the quarters
ended December 31, 1997 and March 31, 1998 filed pursuant to
Section 13(a) of the 1934 Act;
(c) Energen's Current Report on Form 8-K filed pursuant to Section
13(a) of the 1934 Act on July 13, 1998;
(d) The description of Energen's Common Stock appearing in
Energen's Registration Statement on Form S-3 (Registration No.
33-43245) filed pursuant to the Securities Act of 1933 on
December 24, 1997; and
(e) The description of Energen's Rights Agreement, dated July 27,
1998, filed as an exhibit to Energen's Registration Statement
on Form 8-A, filed pursuant to the 1934 Act on July 10, 1998.
All documents filed by Energen pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the 1934 Act subsequent to the date hereof and prior to the termination of the
offering made by this Prospectus shall be deemed to be incorporated by reference
in this Prospectus or in any Prospectus Supplement and to be a part hereof from
the date of filing of such documents.
Any statement contained herein or in a document incorporated or deemed to be
incorporated by reference in this Prospectus shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained in this Prospectus or in any Prospectus Supplement or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference in this Prospectus or in any Prospectus Supplement modifies or
supersedes 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 or in any Prospectus Supplement.
Energen undertakes to provide without charge to each person to whom a copy of
this Prospectus has been delivered, upon the written or oral request of any such
person, a copy of any or all of the foregoing documents incorporated herein by
reference, other than exhibits to such documents (unless such exhibits are
specifically incorporated by reference into such documents). Such requests
should be directed to: Energen Corporation, Investor Relations, 2101 Sixth
Avenue North, Birmingham, Alabama 35203-2784 (telephone number (800) 654-3206 or
(205) 326-2634). On or about November 15, 1998, the Company's executive offices
will become located at the following address to which requests should be
directed: Energen Corporation, Investor Relations, 605 21st Street North,
Birmingham, Alabama 35203-2707 (telephone number (800) 654-3206 or (205)
326-2634).
2
<PAGE> 4
THE COMPANY
Energen is a diversified energy holding company primarily engaged in the
distribution of natural gas and the acquisition, exploration and development of
oil and natural gas. Its executive offices are located at 2101 Sixth Avenue
North, Birmingham, Alabama 35203-2784 (telephone number (205) 326-2700). On or
about November 15, 1998, Energen's executive offices will be located at 605 21st
Street North, Birmingham, Alabama 35203-2707 (telephone number (205) 326-2700).
FORWARD-LOOKING STATEMENTS
Statements contained in or incorporated by reference into this Prospectus
include forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995, including statements of future plans, objectives,
and expected performance of the Company and its subsidiaries, which
forward-looking statements are dependent on certain events, risks and
uncertainties that may be outside the control of the Company and its
subsidiaries which could cause actual results to differ materially from those
anticipated. Some of these include, but are not limited to, economic and
competitive conditions, inflation rates, legislative and regulatory changes,
financial market conditions, future business decisions, and other uncertainties,
all of which are difficult to predict. There are numerous uncertainties inherent
in estimating quantities of proved oil and gas reserves and in projecting future
rates of production and timing of development expenditures. The total amount or
timing of actual future production may vary significantly from reserves and
production estimates. In the event the Company is unable to invest fully its
planned acquisition expenditures, future operating revenues and proved reserves
could be negatively affected. The drilling of exploratory wells can involve
significant risk including that related to timing, success rates and cost
overruns. These risks can be impacted by lease and rig availability, complex
geology and other factors. Results of operations and cash flows also could be
affected by future oil and gas prices. Although the Company makes use of
futures, swaps and fixed price contracts to mitigate risk, fluctuations in oil
and gas prices may affect the Company's financial position and results of
operations. See "Incorporation of Certain Documents by Reference" in this
Prospectus.
DESCRIPTION OF THE PLAN
The following questions and answers constitute the provisions of the
Plan.
PURPOSE AND BENEFITS
1. WHAT IS THE PURPOSE OF THE PLAN?
The Plan provides Participants with a convenient and economical way to
purchase shares of Energen Common Stock and to reinvest all or a
portion of their cash dividends in additional shares of Energen Common
Stock. All Energen Common Stock purchases under the Plan may be made,
at the Company's option, from authorized but unissued Energen Common
Stock, from shares reacquired and held for future issuance, in open
market purchases of Energen Common Stock, or any combination of these.
To the extent such shares of Energen Common Stock are purchased from
the Company, the Company will receive additional funds needed for the
repayment of debt, for additional equity investments in the Company's
subsidiaries and for general corporate purposes.
2. WHAT ARE SOME OF THE KEY FEATURES OF THE PLAN?
Shareholders of record who are currently Participants in the Plan will
remain enrolled unless such shareholders instruct the Plan
Administrator in writing to close the account or to alter the
conditions of participation.
Investors who are not shareholders may enroll in the Plan by making an
initial cash investment of at least $250, or by authorizing a minimum
of 10 automatic monthly withdrawals of at least $25.
No brokerage commission or other service charges are paid by
Participants in connection with purchases under the Plan. A $15 fee and
brokerage fees will be charged when selling shares from the Plan.
3
<PAGE> 5
Participants may reinvest all or a portion of their cash dividends in
Energen Common Stock on a Dividend Payment Reinvestment Date. The
"Dividend Payment Reinvestment Date" shall mean each date on which
dividends are paid on Energen Common Stock as authorized by Energen's
Board of Directors.
Automatic reinvestment of cash dividends is handled entirely by Energen
and the Administrator.
Participants may receive, electronically or by check, cash dividends on
shares of Energen Common Stock, including those held in the Plan.
Participants may purchase additional shares of Energen Common Stock as
often as weekly on a Voluntary Cash Investment Date by making voluntary
cash payments of not less than $25 for a single investment up to a
maximum of $250,000 per calendar year. Voluntary investments may be
made by check, money order, or automated deduction from a predesignated
checking, savings or money market account. A "Voluntary Cash Investment
Date" shall mean every Wednesday, unless such Wednesday is a holiday,
in which case the Voluntary Cash Investment Date will be the next
business day; but in any event, such investments will be invested not
later than five business days after they are received by the
Administrator.
Full investment of funds is possible under the Plan because the Plan
permits fractions of shares, as well as full shares, to be credited to
the Participant's account.
The Plan offers a share "safekeeping" service whereby Participants may
deposit their Energen Common Stock certificates with the Administrator
and have their ownership of such Energen Common Stock maintained on the
Administrator's records as part of their Plan account.
Participants may make transfers or gifts of Energen Common Stock at any
time and at no charge to the Participant. When Participants transfer or
give shares to another person, an account will be opened for the
recipient and the recipient will enjoy full plan benefits.
Transaction advices are mailed after voluntary cash payments or sales.
Statements are mailed to you quarterly. Annual statements are mailed to
all Plan Participants and include a Form 1099-DIV.
Participation in the Plan is strictly voluntary; eligible Participants
may join or terminate the Plan at any time.
ADMINISTRATION
3. WHO ADMINISTERS THE PLAN?
Energen has designated and appointed First Chicago Trust Company of New
York as Plan Administrator. The Administrator administers the Plan for
Participants, keeps records, sends statements of account to
Participants and performs other duties relating to the Plan. By
enrolling in the Plan, Participants will appoint the Administrator to
act as their agent to receive dividends and optional cash payments and
to apply such amounts to the Administrator's purchase of Energen Common
Stock from Energen or in the open market in accordance with provisions
of the Plan. The Administrator will receive all funds on behalf of a
Participant for the purchase of Energen Common Stock. These funds
represent cash dividends (both on Energen Common Stock held in the name
of the Participant and designated for reinvestment and on any full or
fractional Energen Common Stock held under the Plan for which
authorization has been received) and optional cash payments received by
the Administrator from Participants. Unless otherwise authorized or
directed by the officers of Energen, the Administrator may make
purchases from Energen, on any securities exchange where Energen Common
Stock is traded, in the over-the-counter market or in negotiated
transactions. Energen Common Stock held for the accounts of
Participants is registered in the name of the Administrator's nominee.
4
<PAGE> 6
All inquiries, notices, requests and other communication by
Participants concerning the Plan (except as specifically indicated
below) should be sent to the Administrator at:
Energen Corporation Dividend Reinvestment and Direct Stock
Purchase Plan
c/o First Chicago Trust Company of New York
P.O. Box 2598
Jersey City, NJ 07303-2598
Telephone: 1-888-764-5603
Energen reserves the right to change the administrator of the Plan or
to assume the administration of the Plan at any time and without prior
notice to Participants. In the event the Administrator should resign or
otherwise cease to act as Plan Administrator, Energen will make such
other arrangements as it deems appropriate for the administration of
the Plan and the custody of the Energen Common Stock purchased under
the Plan.
PARTICIPATION
4. WHO IS ELIGIBLE TO PARTICIPATE IN THE PLAN?
Any person or entity, whether or not an Energen Common Stock
shareholder of record, is eligible to participate in the Plan, provided
that (i) the person or entity fulfills the prerequisites for
participation described below under "Enrollment Procedures" and (ii) in
the case of citizens or residents of a country other than the United
States, its territories and possessions, participation would not
violate laws applicable to the Company, the Plan or the Participant.
Beneficial owners of Energen Common Stock are owners whose shares are
registered in names other than their own (for instance, in the name of
a broker or bank nominee). In order to participate in the Plan, such
beneficial owners must become shareholders of record by having shares
transferred into their own names. A beneficial owner may instruct his
or her broker/dealer to have all or any number of whole shares
transferred into such beneficial owner's name in Direct Registration
System book-entry form. The Direct Registration System permits an
investor to hold Energen Common Stock as the registered owner of
Energen Common Stock in electronic form on Energen's books rather than
(1) indirectly through a financial intermediary that holds the Energen
Common Stock in street name or in an account with a depository or (2)
in the form of a stock certificate. Please contact the Administrator at
1-888-764-5603 for more specific information on the Direct Registration
System.
ENROLLMENT PROCEDURES
5. HOW MAY A PERSON JOIN THE PLAN?
SHAREHOLDERS OF RECORD:
Shareholders of record who are currently Participants in the Plan will
remain enrolled pursuant to the terms of this Prospectus unless such
shareholders instruct the Plan Administrator in writing to close the
account or to alter the conditions of participation. Other shareholders
of record may become Participants in the Plan by sending a completed
Enrollment Authorization Form to the Administrator.
NEW INVESTORS:
After receiving a copy of this Prospectus, investors may apply for
enrollment in the Plan by completing all required sections of the
Initial Investment Form and sending it to the Administrator. An Initial
Investment Form is available by calling the Administrator at
1-800-946-4316. The Initial Investment Form must be accompanied by
either an Authorization Form for Automatic Deductions of at least $25
per month for a minimum of 10 months or an initial cash payment in the
form of a check or money order made payable (in U.S. dollars) to First
Chicago-Energen. The minimum amount for an initial cash investment is
$250 and the amount cannot exceed $250,000. Do not send cash or third
party checks. NO INTEREST WILL BE PAID ON INVESTMENT AMOUNTS HELD BY
THE ADMINISTRATOR PENDING THE PURCHASE OF SHARES.
5
<PAGE> 7
If the Plan account will be in more than one name, all potential
Participants must sign the Initial Investment Form. The Administrator
reserves the right to limit or combine Plan accounts with identical
taxpayer identification numbers and legal registrations.
ALL PARTICIPANTS - ENROLLMENT AUTHORIZATION FORM:
Three options are shown on the Enrollment Authorization Form. The
Participant must place an "X" in the appropriate box to indicate the
investment option. The options are (1) full reinvestment of dividends,
(2) partial reinvestment of dividends (whereby the number of shares to
receive cash dividends is indicated, and the dividends on all remaining
shares are reinvested), and (3) voluntary cash payments only (no
reinvested dividends). Under each of these options, the Participant may
make voluntary cash payments at any time. The Participant may change
reinvestment levels from time to time by submitting a revised
Enrollment Authorization Form to the Administrator.
6. WHEN MAY A PERSON JOIN THE PLAN?
A person may join the Plan at any time by submitting an Enrollment
Authorization Form and, if applicable, an Initial Investment Form in
the manner described under Question 5 above.
REINVESTMENT OF DIVIDENDS
7. WHAT ARE THE OPTIONS AVAILABLE REGARDING REINVESTMENT OF DIVIDENDS?
Participants may elect full reinvestment or partial reinvestment and
partial cash payment of dividends by completing the Enrollment
Authorization Form as described in Question 6 above. If the Participant
chooses partial reinvestment, the Participant must designate on the
Enrollment Authorization Form the number of whole shares on which to
receive cash dividends. The cash dividends paid on all of the
Participant's other shares in the Plan will be reinvested in additional
shares of Energen Common Stock.
If a Participant elects full reinvestment, cash dividends paid on all
Energen Common Stock registered in the Participant's name and/or held
in the Participant's Plan account will be reinvested in additional
shares of Energen Common Stock on the dividend payment date (the
"Dividend Payment Reinvestment Date"). The cash dividends will be sent
to the Participant by check in the usual manner or directly deposited,
if the Participant has elected the direct deposit option (see "Direct
Deposit of Dividends Not Reinvested" below).
Shareholders of record will receive a detailed statement every quarter.
Shareholders can enjoy automatic dividend reinvestment at no cost and
can verify their account balance, change their dividend election or
request a statement at any time.
Through the Plan's direct deposit feature, Participants may elect to
have any cash dividends not reinvested in additional shares of Energen
Common Stock paid by electronic funds transfer to the Participant's
predesignated United States bank account. To receive such dividends by
direct deposit, Participants must first complete and sign the Direct
Deposit Authorization Form and return the form to the Administrator.
This form is NOT part of the Enrollment Authorization Form and must be
specifically requested from the Administrator at 1-888-764-5603.
Participants may change the designated account for direct deposit or
discontinue this feature by written instruction to the Administrator.
If the Participant transfers shares or otherwise establishes a new
account, a new Direct Deposit Authorization Form must be completed. If
the Participant closes or changes a bank account number, a new Direct
Deposit Authorization Form must be completed.
8. HOW DOES A PARTICIPANT CHANGE INVESTMENT OPTIONS UNDER THE PLAN?
A Participant may change his or her investment option at any time by
signing a new Authorization Form or by calling the Administrator at
1-888-764-5603. The Administrator must receive the notification before
the dividend record date. Authorization Forms may be obtained by
contacting the Administrator by telephone or at the address listed in
the answer to Question 3 of this Prospectus.
6
<PAGE> 8
INITIAL INVESTMENTS AND VOLUNTARY CASH PAYMENTS
9. HOW DOES A PARTICIPANT PAY FOR SHARES UNDER THE PLAN?
Participants may make investments by personal check, money order, or
automatic deduction from a predesignated account. Voluntary cash
payments require a minimum of $25 and may not exceed $250,000 per
calendar year. There is no obligation to make a voluntary cash payment
at any time, and the amount of such payments may vary.
INVESTMENT DATES FOR INITIAL INVESTMENTS AND VOLUNTARY CASH PAYMENTS
10. WHEN DOES THE ADMINISTRATOR PURCHASE SHARES FOR INITIAL INVESTMENTS AND
VOLUNTARY CASH PAYMENTS?
Initial investments and voluntary cash payments received by the
Administrator will be invested once a week on the Voluntary Cash
Investment Date. In order to be entitled to the next dividend to be
paid, initial investments and voluntary cash payments must be invested
by the Voluntary Cash Investment Date which immediately precedes the
ex-dividend date for such dividend. The ex-dividend date is currently
three business days prior to, and including, the record date. The
record dates historically have been on or about February 15, May 15,
August 15 and November 15.
NO INTEREST WILL BE PAID ON AMOUNTS HELD BY THE ADMINISTRATOR PENDING
INVESTMENT.
Upon a Participant's written or telephone request received by the
Administrator no later than two business days prior to the Voluntary
Cash Investment Date, a cash payment not already invested under the
Plan will be canceled or returned to the Participant, as appropriate.
However, no refund of a check or money order will be made until the
funds have been actually received and collected by the Administrator.
Accordingly, such refunds may be delayed.
PAYMENT METHODS
11. WHAT ARE THE PAYMENT METHODS AVAILABLE FOR PURCHASING SHARES UNDER THE
PLAN?
Check or Money Order. Voluntary cash payments may be made by check or
money order payable in U.S. dollars to "First Chicago-Energen."
Voluntary cash payments must be sent to the Administrator together with
the Transaction Form attached to each quarterly account statement or
the transaction advice sent to Participants or with a letter indicating
the account number and Company Code (3346). Participants should also
indicate the Plan account number on their check or money order.
Additional Transaction Forms are available upon request from the
Administrator at 1-888-764-5603.
Automatic Deduction from an Account. Participants may make automatic
investments of a specified amount (up to $250,000 per calendar year)
through an Automated Clearing House ("ACH") withdrawal from a
predesignated account at a United States bank or financial institution.
To initiate automatic deductions, the Participant must complete and
sign an Authorization Form for Automatic Deductions and return it to
the Administrator together with a voided blank check or savings account
deposit slip for the account from which funds are to be drawn. Forms
will be processed and will become effective as promptly as practicable;
however, Participants should allow four to six weeks for their first
investment to be initiated. Once automatic deductions are initiated,
funds will be drawn from the Participant's account on either the 1st or
15th of each month, or both (as chosen by the Participant), or the next
business day if either the 1st or the 15th is not a business day, and
will normally be invested on the next Voluntary Cash Investment Date.
For initial cash investments, see "Enrollment Procedures--New
Investors" under Question 5 of this Prospectus.
7
<PAGE> 9
12. CAN A PARTICIPANT CHANGE PAYMENT METHODS UNDER THE PLAN?
Participants may change or terminate automatic deductions by completing
and submitting to the Administrator a new Authorization Form for
Automatic Deductions or by calling the Administrator at 1-888-764-5603.
When a Participant transfers shares or otherwise establishes a new
account, an Authorization Form must be completed unique to that
account. If the Participant closes or changes a bank account number, a
new Authorization Form must be completed. To be effective with respect
to a particular Voluntary Cash Investment Date, however, the new
Authorization Form for Automatic Deductions must be received by the
Administrator at least six business days preceding the date the funds
will be withdrawn.
PURCHASE PRICE
13. HOW IS THE PURCHASE PRICE OF ENERGEN COMMON STOCK CALCULATED?
The purchase price of shares of Energen Common Stock purchased by the
Administrator directly from the Company will be the average of the
highest and lowest per share trading price of Energen Common Stock (as
published in The Wall Street Journal report of New York Stock Exchange
-- Composite Transactions) on the Investment Date, i.e., Voluntary Cash
Investment Date or Dividend Payment Reinvestment Date.
The purchase price of Energen Common Stock purchased by the
Administrator on the open market will be the average price, excluding
brokers' commissions, paid by the Administrator for all such shares
purchased on the open market with respect to the Investment Date.
If shares are purchased for the Plan on the open market, the
Administrator may, at its sole discretion, begin purchasing shares no
earlier than three business days prior to any Investment Date and
complete purchasing shares no later than 30 days after such date,
except where beginning at an earlier date is permissible or where
completion at a later date is necessary or advisable under applicable
federal or state regulatory and securities laws. The Administrator will
use its best efforts to cause all funds received by it to be applied to
the purchase of shares within the above discussed time period. If such
shares are purchased directly from the Company, such purchase shall
take place on the Investment Date.
If both open market purchases and purchases directly from the Company
are made with respect to any Investment Date, the price of the shares
purchased will be the weighted average of both such prices. The amount
of the investment divided by the price per share will determine the
number of shares credited to the Participant's account. All fractional
shares are rounded to three decimal places.
COST TO PARTICIPANTS
14. WHAT COSTS DO PARTICIPANTS PAY?
There is no investment fee for transactions. Brokerage commissions for
shares purchased on the open market will be paid by the Company. These
commissions will be considered as additional income to Participants for
tax purposes and will be reported on year-end tax statements. There are
no brokerage fees for shares purchased directly from the Company. A
Participant will pay a service fee and brokerage commissions, $15 and
approximately 12 cents a share, respectively, on shares that are sold
through the Plan at the Participant's request.
ACCOUNT MANAGEMENT
15. WHAT OPTIONS ARE AVAILABLE TO PLAN PARTICIPANTS REGARDING TRANSFERS,
SALES AND CERTIFICATE ISSUANCE?
Once a Plan account is established, a Participant has several other
options available to manage the account, including transfers, sales and
certificate issuance. These options are detailed below.
8
<PAGE> 10
GIFT/TRANSFER OF SHARES
If a Participant wishes to transfer the ownership of all or part of the
Participant's shares held under the Plan to a Plan account for another
person, whether by gift, private sale or otherwise, the Participant may
effect such transfer by mailing a properly completed Gift/Transfer
Form, or an executed stock power, to the Administrator. There is no
initial investment fee charged to the recipient. Transfers of less than
all of the Participant's shares must be made in whole share amounts.
Requests for transfer are subject to the same requirements as the
transfer of Energen Common Stock certificates, including the
requirement of a Medallion Guarantee on the stock power or
Gift/Transfer Form. Gift/Transfer Forms and Stock Power Forms are
available upon request from the Administrator. Share Transfer Forms are
also attached to Plan statements and transaction advices.
Shares so transferred will continue to be held by the Administrator
under the Plan. An account will be opened in the name of the recipient,
if he or she is not already a Participant, and such recipient will
automatically be enrolled in the Plan. If the recipient is not already
a registered shareholder or a Participant, the account will be enrolled
under the full reinvestment option unless the donor specifies
differently. The recipient may change the reinvestment election after
the gift has been made as described under "Reinvestment of Dividends"
above.
If a transfer involving ALL shares in a Participant's account is
received after a record date but before the related dividend payment
date, the transfer will be processed when received, and a cash dividend
will be paid to the Participant. The Participant may return the
dividend check as a voluntary cash payment.
The recipient will receive a statement showing the deposit of shares.
Upon the Participant's request, the Administrator will also send, free
of charge, an acknowledgment of the gift.
DIRECT REGISTRATION SYSTEM/BROKER-DEALER ACCOUNTS
Transfer shares from a broker account: Shareholders who own Energen
shares that are held by a bank, broker, or trustee in street or nominee
name ("broker") may participate with some or all of their Energen
shares by instructing their broker to have some or all of the shares
transferred into the shareholders name in Direct Registration System
book-entry form. The Direct Registration System permits an investor to
hold Energen Common Stock as the registered owner of Energen Common
Stock in electronic form on Energen's books rather than (1) indirectly
through a financial intermediary that holds the Energen Common Stock in
street name or in an account with a depository or (2) in the form of a
stock certificate. Simply instruct your bank, broker or trustee to
reregister your shares through the Direct Registration System and
specify book-entry registration.
Transfer shares to a broker account: To electronically transfer all or
part of book-entry shares to a broker account, a Participant may
establish a broker account number on his or her Plan account. To
establish a broker account number, a Participant must complete the
"authorization to provide broker/dealer information" form, available
upon request from the Administrator (1-888-764-5603) or a broker. Once
a broker account number is established, a Participant can then instruct
the Administrator to deliver the number of full shares a Participant
specifies. The Administrator will electronically deliver shares within
48 hours of receiving and accepting instructions. The signature(s) on
the authorization should be guaranteed by the broker/dealer with a
Medallion Guarantee.
CERTIFICATE ISSUANCE
No certificates will be issued to a Participant for shares purchased
through the Plan unless he or she so requests the Administrator in
writing or by phone. This provides protection against loss, theft or
inadvertent destruction of stock certificates and facilitates the
ownership of fractional shares by Participants. At any time, a
Participant may request the Administrator to send the Participant's
certificates for any full shares credited to the Participant's Plan
account. Certificates for fractional shares will not be issued under
any circumstances.
9
<PAGE> 11
SALE OF SHARES
16. HOW DOES A PARTICIPANT SELL SHARES?
Participants may request the Administrator to sell any number of whole
shares held in their Plan accounts by completing the information on the
bottom portion of their statement or by giving detailed written
instructions to the Administrator. Alternatively, the Participant may
call 1-888-764-5603 or 1-800-935-9330. The Administrator will initiate
the sale as soon as practicable after receiving the notification. Sales
will be made for the Participant's account on the open market through a
securities broker designated by the Administrator. The Participant will
receive the proceeds, less an applicable service fee and brokerage
commissions, which currently are $15 and approximately 12 cents per
share, respectively. Proceeds of shares sold through the Plan will be
paid to the Participant by check.
If instructions for the sale of ALL shares are received on or after an
ex-dividend date, as set by the NYSE, but before the related dividend
payment date, the sale will be processed as described above and a
separate check for the dividend will be mailed following the dividend
payment date. A request to sell all shares held in a Participant's
account will be treated as a withdrawal from the Plan. See "Closing a
Plan Account" below.
CERTIFICATES FOR SHARES
17. ARE CERTIFICATES ISSUED FOR THE SHARES PURCHASED UNDER THE PLAN?
Shares purchased and held under the Plan will be held in safekeeping by
the Administrator in the Participant's name or the name of the
Administrator's nominee. The number of shares (including fractional
shares) upon which dividends are reinvested and held for each
Participant will be shown on each quarterly statement of account.
Participants may obtain a new certificate for all or some of the whole
shares of Energen Common Stock held in their Plan accounts by
completing the information on the bottom portion of their statement or
upon telephone (1-888-764-5603) or written request to the
Administrator. Any remaining whole or fractional shares will continue
to be held by the Administrator. Withdrawal of shares in the form of a
certificate in no way affects dividend reinvestment on those shares
(see "Reinvestment of Dividends" above). When issued, certificates for
shares will be registered in the name in which the Plan account is
maintained. Certificates for fractional shares will not be issued under
any circumstances.
Except as described in "Gift/Transfer of Shares" above, shares of
Energen Common Stock held by the Administrator for a Participant's Plan
account may not be pledged or assigned. A Participant who wishes to
pledge or assign any such shares must request that a certificate for
such shares be issued in the Participant's name.
SHARE SAFEKEEPING
18. CAN A PARTICIPANT DEPOSIT SHARES WITH THE ADMINISTRATOR FOR
SAFEKEEPING?
At the time of enrollment in the Plan, or at any later time,
Participants may use the Plan's share safekeeping service to deposit
any Energen Common Stock certificates in their possession with the
Administrator. Shares deposited will be transferred into the name of
the Administrator or its nominee and credited to the Participant's
account under the Plan. Thereafter, such shares will be treated in the
same manner as shares purchased through the Plan. If a certificate
issuance is later requested, a new, differently numbered certificate
will be issued.
By using the Plan's share safekeeping service, Participants no longer
bear the risk associated with loss, theft or destruction of Energen
Common Stock certificates. Also, because shares deposited with the
Administrator are treated in the same manner as shares purchased
through the Plan, they may be transferred or sold through the Plan in a
convenient and efficient manner (see "Closing a Plan Account" below and
"Sale of Shares" and "Gift/Transfer of Shares" above). There is no
charge for this custodial service.
Participants who wish to deposit their Energen Common Stock
certificates with the Administrator must mail their request and their
certificates to the Administrator. THE CERTIFICATES SHOULD NOT BE
ENDORSED. To insure against loss resulting from mailing certificates,
the Administrator will provide mail
10
<PAGE> 12
insurance free of charge. To be eligible for certificate mailing
insurance, an individual investor must observe the following four
guidelines: 1) Certificates must be mailed in brown, pre-addressed
return envelopes supplied by the Administrator; 2) Certificates mailed
to the Administrator will be insured for up to $25,000 current market
value provided they are mailed FIRST CLASS; 3) Participants should
contact the Administrator for information about sending certificates
having a current market value in excess of $25,000; and 4) Individual
investors must notify the Administrator of any lost certificate claim
within thirty (30) calendar days of the date the certificates were
mailed. To submit a claim, an individual investor must be a Participant
in the Plan or current holder of record of shares of Energen Common
Stock. In the latter case, the claimant must enroll in the Plan at the
time the insurance claim is processed. The maximum insurance protection
provided is $25,000 and coverage is available only when the
certificate(s) are sent to the Administrator in accordance with the
guidelines described above.
Insurance covers the replacement of shares of Energen Common Stock, but
in no way protects against any loss resulting from fluctuations in the
value of such shares from the time the individual mails the
certificates until such time as replacement can be effected.
If the Participant does not use the brown pre-addressed envelope
provided by the Administrator, certificates mailed should be insured
for possible mail loss for 2% of the market value (minimum of $20);
this represents the Participant's replacement cost if the certificates
are lost in transit to the Administrator.
CLOSING A PLAN ACCOUNT
19. WHEN MAY A PARTICIPANT CEASE DIVIDEND REINVESTMENT TO HIS OR HER PLAN
ACCOUNT?
Participation in the Plan may be discontinued by a Participant at any
time by notifying the Administrator. In addition, at any time, the
Administrator may, for any reason in its sole discretion, discontinue a
Participant's participation in the Plan immediately upon mailing a
notice of termination to the Participant at a Participant's address of
record on Energen's books as maintained by the Administrator. Upon
issuing a notice of termination, the Administrator will promptly refund
cash contributions held pending investment. The Administrator will
continue to hold a Participant's shares in book-entry form unless a
Participant requests a certificate for any full share(s) and a check
for any fractional share. A Participant may also request the sale of
all or part of any such shares upon request to the Administrator. The
Administrator will send a Participant a check for the proceeds of the
sale less applicable service fees and brokerage commissions.
If notice of withdrawal is received on or after an ex-dividend date but
before the related dividend payment date, the withdrawal will be
processed as described above and a separate check for the dividend will
be mailed following the dividend payment date.
If a Participant disposes of all certificated shares of Energen Common
Stock, the dividends on the shares credited to the Participant's Plan
account, which are registered in the name of the Administrator's
nominee, will continue to be distributed as elected on the Enrollment
Authorization Form until the Administrator is notified that the
Participant wishes to withdraw from the Plan.
REPORTS TO PARTICIPANTS
20. HOW OFTEN WILL PARTICIPANTS BE ADVISED OF THEIR ACCOUNT ACTIVITY
IN THE PLAN?
Transaction advices are mailed to Participants after voluntary cash
payments. Participants will receive a quarterly statement showing the
amount invested, purchase price, the number of shares purchased,
deposited, sold, transferred or withdrawn, total shares accumulated and
other year-to-date information. The quarterly statement will indicate
the shares held by the Administrator for the Participant and other
shares registered in the Participant's name upon which dividends are
reinvested. EACH PARTICIPANT IS RESPONSIBLE FOR RETAINING THESE
STATEMENTS IN ORDER TO ESTABLISH THE COST BASIS OF SHARES PURCHASED
UNDER THE PLAN FOR TAX PURPOSES. Duplicate statements for OPEN accounts
will be available from the Administrator. However, charges may be
assessed for statements for closed accounts.
11
<PAGE> 13
21. WHAT OTHER COMMUNICATIONS WILL A PARTICIPANT RECEIVE?
Each Participant will be sent the same communications sent to all other
registered holders of shares of Energen Common Stock, including the
Company's annual report to shareholders and a notice of the annual
meeting and accompanying proxy statement. In addition, each Participant
will receive an Internal Revenue Service information return for
reporting dividend income (including any brokerage commissions paid by
the Company) received and/or shares sold, if so required.
All notices, statements and reports from the Administrator to a
Participant will be addressed to the Participant at the latest address
of record with the Administrator. Therefore, Participants must promptly
notify the Administrator of any change of address. Failure to do so may
result in escheatment of the account to the state of the last known
address of the Participant, in accordance with applicable state laws.
FEDERAL INCOME TAX INFORMATION
22. WHAT TAX CONSEQUENCES CAN BE ANTICIPATED BY PARTICIPANTS IN THE PLAN?
The Company believes the following is an accurate summary of the tax
consequences of participation in the Plan as of the date of this
Prospectus. This summary may not reflect every possible situation that
could result from participation in the Plan, and, therefore,
Participants in the Plan are advised to consult their own tax advisors
with respect to the tax consequences (including federal, state, local
and other tax laws and U.S. tax withholding laws) applicable to their
particular situation.
TAXABLE INCOME AND TAX BASIS
Reinvested Dividends. In the case of reinvested dividends, when the
Administrator acquires shares for a Participant's account directly from
the Company, the Participant must include in gross income a dividend
equal to the number of shares purchased with the Participant's
reinvested dividends multiplied by the fair market value of Energen
Common Stock on the relevant dividend payment date. The fair market
value is based on 100% of the average of the high and low market prices
on the Dividend Payment Reinvestment Date. The Participant's tax basis
in those shares will also equal the fair market value of the shares on
the relevant Dividend Payment Reinvestment Date. Alternatively, when
the Administrator purchases Energen Common Stock for a Participant's
account on the open market with reinvested dividends, a Participant
must include in gross income an amount equal to the cash dividends
reinvested plus that portion of any brokerage commissions paid by the
Company which are attributable to the purchase of the Participant's
shares. The Participant's tax basis in Plan shares will be equal to the
purchase price plus allocable brokerage commissions.
Voluntary Cash Payments. In the case of the shares purchased on the
open market with voluntary cash payments, shareholders will be in
receipt of a dividend to be included in gross income to the extent of
any brokerage commissions paid by the Company. The Participant's tax
basis in the shares acquired with voluntary cash payments will be the
cost of the shares to the Administrator plus an allocable share of any
brokerage commissions paid by the Company.
Gain/Loss Recognition. A Participant will not realize any taxable
income when a certificate is received for whole shares credited to the
account, either upon request for such certificate or upon withdrawal
from or termination of the Plan. However, a gain or loss will be
recognized by the Participant when whole shares acquired under the Plan
are sold or exchanged either by the Administrator at the Participant's
request when withdrawing from the Plan or by the Participant's own
action after withdrawal from or termination of the Plan. The
Participant also will recognize gain or loss when receiving a cash
payment for a fractional share credited to the account upon withdrawal
from or termination of the Plan. The amount of the gain or loss will be
the difference between the amount of cash received for the shares or
fractional shares and the tax basis of those shares. Generally, for
certain non-corporate Participants who hold shares of Energen Common
Stock as capital assets, long-term gain will be subject to income tax
at a maximum rate of 20%. Subject to certain limited exceptions,
capital losses cannot be used to offset ordinary income.
12
<PAGE> 14
23. WHAT TAX REPORTING INFORMATION WILL A PARTICIPANT RECEIVE?
Each Participant will receive a Form 1099-DIV by January 31 following
the close of the Plan year, which reports the amount of dividend income
that is reportable to the Internal Revenue Service, including, where
applicable, an amount for brokerage commissions paid on the
Participant's behalf, and an adjustment to reflect the difference
between fair market value price and purchase price with respect to
shares purchased from the Company with reinvested dividends.
A Form 1099-B will be provided by January 31 following the close of the
Plan year to Participants who sold shares through the Plan. This form
will contain the amount of gross proceeds from the sale and the date of
sale.
A copy of each information return is also furnished to the Internal
Revenue Service.
24. WILL FEDERAL INCOME TAX BE WITHHELD FROM DIVIDENDS OR SALES PROCEEDS?
Federal law requires the Administrator to withhold an amount (currently
31%) from the amount of dividends and the proceeds of any sale of
shares for a Participant if: (i) that Participant fails to certify to
the Administrator that the Participant is not subject to backup
withholding, (ii) that Participant fails to certify that the taxpayer
identification number provided is correct or (iii) the Internal Revenue
Service notifies the Company that the Participant is subject to backup
withholding. The withheld amounts will be deducted from the amount of
dividends and the remaining amount will be reinvested in accordance
with the Plan. The withheld amounts also will be deducted from the
proceeds of any sale of shares and the remaining amount will be sent to
the Participant.
In the case of those foreign shareholders whose dividends are subject
to United States income tax withholding, the amount of tax to be
withheld will be deducted from the amount of dividends and the
remaining amount of dividends will be reinvested. In the case of those
foreign shareholders whose sale proceeds are subject to withholding,
the amount of tax to be withheld will be deducted from the proceeds of
the sale of shares.
OTHER INFORMATION
25. WHAT HAPPENS IF ENERGEN ISSUES A STOCK DIVIDEND OR DECLARES A
STOCK SPLIT?
Any stock dividends or split shares of Energen Common Stock distributed
by the Company on shares held by the Administrator for a Participant's
Plan account or held by the Participant in the form of stock
certificates will be added to the Participant's account. In the event
of a rights offering, a Participant will receive rights based upon the
total number of whole shares owned, that is, the total number of shares
registered in the Participant's name and the total number of whole
shares held in the Participant's Plan account.
26. HOW WILL A PARTICIPANT'S SHARES BE VOTED AT SHAREHOLDERS' MEETINGS?
For each meeting of shareholders, a Participant will receive a proxy
for the total number of whole shares held -- both the shares registered
in the Participant's name directly and those credited to the
Participant's Plan account. Fractions of shares will not be voted. If
the proxy is not returned, or if it is returned unsigned, none of the
shares will be voted unless the Participant votes in person.
27. WHAT ARE THE RESPONSIBILITIES OF ENERGEN AND THE ADMINISTRATOR UNDER
THE PLAN?
Neither the Company nor the Administrator (nor any of their respective
agents, representatives, employees, officers, directors or
subcontractors) will be liable in administering the Plan for any act
done in good faith or for any good faith omission to act, including,
without limitation, any claim of liability arising from failure to
terminate a Participant's account upon such Participant's death, or
with respect to the prices or times at which shares are purchased or
sold for Participants. The foregoing does not represent a waiver of any
rights a Participant may have under applicable securities laws.
13
<PAGE> 15
NEITHER THE COMPANY NOR THE ADMINISTRATOR CAN ASSURE A PROFIT OR
PROTECT AGAINST A LOSS ON SHARES PURCHASED UNDER THE PLAN.
28. CAN THE PLAN BE CHANGED OR DISCONTINUED?
The Company reserves the right to modify the Plan or to suspend or
terminate the Plan, at any time. All Participants will be sent notice
of any such action. Any such modification, suspension or termination
will not, of course, affect previously executed transactions. The
Company also reserves the right to adopt, and from time to time to
change, such administrative rules and regulations (not inconsistent in
substance with the basic provisions of the Plan then in effect) as it
deems desirable or appropriate for the administration of the Plan. The
Administrator reserves the right to resign at any time upon reasonable
written notice to the Company.
PRICE OF COMMON STOCK
The last reported sales price of Energen Common Stock on __________, as reported
on the New York Stock Exchange (Consolidated Tape Transactions), was $______ per
share.
USE OF PROCEEDS
Energen will receive proceeds from the sale of Energen Common Stock purchased by
the Plan from Energen. The proceeds from the sale of Energen Common Stock
offered pursuant to the Plan will be used for general corporate purposes.
Energen has no basis for estimating either the number of Energen Common Stock
that will be sold pursuant to the Plan or the prices at which such Energen
Common Stock will be sold. Energen will not receive any proceeds from purchases
of Energen Common Stock by the Plan in the open market.
PLAN OF DISTRIBUTION
Unless otherwise authorized or directed by the officers of Energen, the
Administrator may make purchases of Energen Common Stock on any securities
exchange where Energen Common Stock is traded, in the over-the-counter market or
in negotiated transactions.
LEGAL OPINION
The legality of the securities offered hereby has been passed upon for Energen
by Bradley Arant Rose & White LLP, Birmingham, Alabama, counsel for Energen. The
partners and associates of Bradley Arant Rose & White LLP beneficially owned
_______ shares of Energen Common Stock as of _______________.
EXPERTS
The consolidated balance sheets of Energen Corporation and its subsidiaries as
of September 30, 1997 and 1996 and the consolidated statements of income,
shareholders' equity, and cash flows for each of the three years in the period
ending September 30, 1997 and the related financial statement schedule, which
are incorporated by reference or included in the Corporation's Annual Report on
Form 10-K for the year ended September 30, 1997 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 accountants, given on the
authority of that firm as experts in auditing and accounting.
14
<PAGE> 16
FOR ASSISTANCE CONCERNING THE PLAN...
CORRESPONDENCE CONCERNING THE PLAN:
Energen Corporation Dividend Reinvestment and Direct Stock
Purchase Plan
c/o First Chicago Trust Company of New York
P. O. Box 2598
Jersey City, New Jersey 07303-2598
VOLUNTARY CASH INVESTMENTS OF CHECKS OR MONEY ORDERS SHOULD BE MAILED
TO:
First Chicago Trust Company of New York
Dividend Reinvestment Plans
P. O. Box 13531
Newark, New Jersey 07188-0001
Indicate Energen Corporation and account number if applicable, in all
correspondence.
TELEPHONE:
First Chicago Trust Company of New York: 1-888-764-5603. An automated
phone system is available 24 hours a day, 7 days a week. Customer
service representatives are available from 8:30 a.m. to 7:00 p.m.
Eastern time each business day.
Non-shareholder requests for information about the Plan:
1-800-946-4316, 24 hours a day.
Sale of Plan shares and issuance of stock certificates: 1-800-935-9330.
This is an automated phone system available from 8:00 a.m. to 10:00
p.m. Eastern time on business days and 8:00 a.m. to 10:00 p.m. Eastern
time on Saturdays and most holidays.
TDD: 1-201-222-4955 Telecommunications Device for the hearing impaired.
FOREIGN LANGUAGE TRANSLATION SERVICE for more than 140 foreign
languages is available.
INTERNET: The First Chicago Trust Company of New York Internet address
is "HTTP://WWW.FCTC.COM". The Company's Internet address is
"HTTP://WWW.ENERGEN.COM".
E-MAIL: First Chicago Trust Company of New York's E-mail address is
"[email protected]".
IF YOU WISH TO CONTACT THE COMPANY DIRECTLY, YOU MAY WRITE:
Energen Corporation
Investor Relations Department
2101 Sixth Avenue North
Birmingham, Alabama 35203-2784
Telephone number: (800) 654-3206 or (205) 326-2634
ON OR ABOUT NOVEMBER 15, 1998, THE COMPANY'S EXECUTIVE OFFICES WILL
BECOME LOCATED AT THE FOLLOWING ADDRESS AT WHICH YOU MAY CONTACT THE
COMPANY:
Energen Corporation
Investor Relations Department
605 21st Street North
Birmingham, Alabama 35203-2707
Telephone number: (800) 654-3206 or (205) 326-2634
15
<PAGE> 17
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
Available Information.............................................................................................2
Incorporation of Certain Documents by Reference...................................................................2
The Company.......................................................................................................3
Forward-looking Statements........................................................................................3
Description of the Plan...........................................................................................3
Purpose and Benefits...........................................................................................5
Administration.................................................................................................4
Participation..................................................................................................5
Enrollment Procedures..........................................................................................5
Reinvestment of Dividends......................................................................................6
Initial Investments and
Voluntary Cash Payments......................................................................................7
Investment Dates for Initial Investments
and Voluntary Cash Payments..................................................................................7
Payment Methods................................................................................................7
Purchase Price.................................................................................................8
Cost to Participants...........................................................................................8
Account Management.............................................................................................8
Sale of Shares................................................................................................10
Certificates for Shares.......................................................................................10
Share Safekeeping.............................................................................................10
Closing a Plan Account........................................................................................11
Reports to Participants.......................................................................................11
Federal Income Tax Information................................................................................12
Other Information.............................................................................................13
Price of Common Stock............................................................................................14
Use of Proceeds..................................................................................................14
Plan of Distribution.............................................................................................14
Legal Opinion....................................................................................................14
Experts ........................................................................................................14
</TABLE>
----------------------
No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus, any accompanying
Prospectus Supplement or the documents incorporated or deemed incorporated by
reference herein, and any information or representations not contained herein or
therein must not be relied upon as having been authorized by Energen or by any
agent, dealer of underwriter. This Prospectus and any accompanying Prospectus
Supplement do not constitute an offer to sell or a solicitation of an offer to
buy the securities in any circumstances in which such offer or solicitation is
unlawful. The delivery of this Prospectus or any Prospectus Supplement at any
time does not imply that the information herein or therein is correct as of any
time subsequent to the date of such information.
THIS PROSPECTUS SHOULD BE RETAINED
FOR FUTURE REFERENCE.
ENERGEN CORPORATION
Dividend Reinvestment and
Direct Stock Purchase Plan
PROSPECTUS ENCLOSED WITHIN
, 1998
----------
<PAGE> 18
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The Registrant estimates that the expenses, other than underwriting
commissions and discounts, to be incurred and borne by it in connection
with the proposed sale of the Common Stock and Debt Securities will be
as follows:
<TABLE>
<S> <C>
Registration fee (not including registration fees
previously paid)..............................$ 6,368.00
*Listing fees............................................ 2,500.00
*Blue Sky expenses........................................2,500.00
*Transfer Agent's fees...................................25,000.00
*Printing expenses.......................................10,000.00
*Legal fees and expenses.................................15,000.00
*Accounting fees..........................................5,000.00
*Miscellaneous expenses...................................5,000.00
*Total expenses.........................................$71,368.53
</TABLE>
- ----------------------
* Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
(a) Article XI of the Registrant's Restated Certificate
of Incorporation provides as follows:
XI. Limitation of Liability:
11.01 A director of the Corporation shall not be liable to
the Corporation or its shareholders for money damages
for any action taken, or failure to take action, as a
director, except for (i) the amount of a financial
benefit received by such director to which such
director is not entitled; (ii) an intentional
infliction of harm by such director on the
Corporation or its shareholders; (iii) a violation of
Section 10-2B-8.33 of the Code of Alabama of 1975 or
any successor provision to such section; (iv) an
intentional violation by such director of criminal
law; or (v) a breach of such director's duty of
loyalty to the Corporation or its shareholders. If
the Alabama Business Corporation Act, or any
successor statute thereto, is hereafter amended to
authorize the further elimination or limitation of
the liability of a director of a corporation, then
the liability of a director of the Corporation, in
addition to the limitations on liability provided
herein, shall be limited to the fullest extent
permitted by the Alabama Business Corporation Act, as
amended, or any successor statute thereto. The
limitation on liability of directors of the
Corporation contained herein shall apply to
liabilities arising out of acts or omissions
occurring subsequent to the adoption of this Article
XI and, except to the extent prohibited by law, to
liabilities arising out of acts or omissions
occurring prior to the adoption of this Article XI.
Any repeal or modification of this Article XI by the
shareholders of the Corporation shall be prospective
only and shall not adversely affect any limitation on
the liability of a director of the Corporation
existing at the time of such repeal or modification.
(b) Section 2.06 of the Registrant's Bylaws provides as
follows:
2.06 Indemnification of Directors and Officers; Liability
Insurance--
(a) The Corporation does hereby indemnify any officer or
director of the Corporation who was, or is, a party,
or is threatened to be made a party, to any
threatened, pending, or completed
II-1
<PAGE> 19
claim, action, or proceeding, whether civil,
criminal, administrative, or investigative, including
appeals, other than an action by or in the right of
the Corporation, by reason of the fact that he is or
was a director, an officer, an employee, or an agent
of the Corporation or is, or was, serving at the
request of the Corporation as a director, officer
partner, employee, or agent of another corporation,
partnership, joint venture, trust, or other
enterprise against expenses, including attorneys'
fee, judgments, fines, and amounts paid in settlement
actually and reasonably incurred by him in connection
with such action or proceeding if he acted in good
faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the
Corporation and, with respect to any criminal action
or proceeding, had no reasonably cause to believe his
conduct was unlawful. The termination of any action
or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere, or its
equivalent, shall not, of itself, create a
presumption that the person did not act in good faith
and in a manner which he reasonably believed to be in
or not opposed to the best interests of the
Corporation and, with respect to any criminal action
or proceeding, had reasonable cause to believe that
his conduct was unlawful.
(b) The Corporation does hereby indemnify any officer or
director of the Corporation who was, or is, a party,
or is threatened to be made a party, to any
threatened, pending, or completed claim or action by,
or in the right of, the Corporation to procure a
judgment in its favor by reason of the fact that he
is or was a director, an officer, an employee, or an
agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer,
partner, employee, or agent of another corporation,
partnership, joint venture, trust, or other
enterprise against expenses, including attorneys'
fees, actually and reasonably incurred by him in
connection with the defense or settlement of such
action if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the
best interests of the Corporation, except that no
indemnification shall be made in respect of any
claim, issue, or matter as to which such person shall
have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the
Corporation unless, and only to the extent that the
court in which such action was brought shall
determine upon application that, despite the
adjudication of liability but in view of all
circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses
which such court shall deem proper.
(c) To the extent that a director or an officer of the
Corporation has been successful on the merits or
otherwise in defense of any action or proceeding
referred to in subsections (a) and (b) of this
section or in defense of any claim, issue, or matter
therein, he shall be indemnified against expenses,
including attorneys' fees, actually and reasonably
incurred by him in connection therewith,
notwithstanding that he has not been successful on
any other claim, issue, or matter in any such action
or proceeding.
(d) Any indemnification under subsections (a) and (b) of
this section, unless ordered by a court, shall be
made by the Corporation only as authorized in the
specific case upon a determination that
indemnification of the director or officer is proper
in the circumstances because he has met the
applicable standard of conduct set forth in
subsections (a) and (b) of this section. Such
determination shall be made:
(i) By the Board of Directors by a majority vote
of a quorum consisting of directors who were
not parties to, or who have been wholly
successful on the merits or otherwise with
respect to, such claim, action, or
proceeding;
(ii) If such a quorum is not obtainable, or even
if obtainable a quorum of disinterested
directors so directs, by independent legal
counsel in a written opinion; or
(iii) By the stockholders.
(e) Expenses, including attorneys' fees, incurred in
defending a civil or criminal claim, action, or
proceeding may be paid by the Corporation in advance
of the final disposition of such
II-2
<PAGE> 20
claim, action, or proceeding as authorized in the
manner provided in subsection (d) of this section
upon receipt of an undertaking by or on behalf of the
director or officer to repay such amount if, and to
the extent that, it shall ultimately be determined
that he is not entitled to be indemnified by the
Corporation as authorized in this section.
(f) The indemnification authorized by this section shall
not be deemed exclusive of, and shall be in addition
to, any other rights, whether created prior or
subsequent to the enactment of this section, to which
those indemnified may be entitled under any statute,
rule of law, provision of articles of incorporation,
by-law, agreement, or vote of stockholders or
disinterested directors, or otherwise, both as to
action in his official capacity and as to action in
another capacity while holding such office and shall
continue as to a person who has ceased to be a
director or an officer, and shall inure to the
benefit of the heirs, executors, and administrators
of such a person.
(g) The Corporation shall have power to purchase and
maintain insurance on behalf of any person who is or
was a director or an officer of the Corporation, or
is or was serving at the request of the Corporation
as a director, officer, partner, employee, or agent
of another corporation, partnership, joint venture,
trust, or other enterprise against any liability
asserted against him and incurred by him in any such
capacity or arising out of his status as such,
whether or not the Corporation would have the power
to indemnify him against such liability under the
provisions of this section."
(c) In addition to the foregoing provisions of the Bylaws of
the Registrant, directors, officers and controlling persons of the Registrant
may be indemnified by the Registrant pursuant to the provisions of Sections
10-2B- 8.50 to 10-2B-8.58 of the Code of Alabama of 1975, as amended, which
indemnity may be broader than that provided by the Registrant's Bylaws.
(d) In addition, the Registrant maintains officers' and
directors' liability insurance.
II-3
<PAGE> 21
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
<S> <C>
*4(a) Restated Conformed Certificate of Incorporation of
the Registrant, as amended through January 30, 1998,
which was filed as Exhibit 3(b) to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended
December 31, 1997 (File No. 1-7810).
4(b) Articles of Amendment to Restated Certificate of
Incorporation with respect to Series 1998 Junior
Participating Preferred Stock of the Registrant, as
filed with the Office of the Judge of Probate of
Jefferson County, Alabama on July 27, 1998.
*4(c) Bylaws of the Registrant, which were filed as Exhibit
4(e) to the Registrant's Registration Statement on
Form S-8 (Registration No. 33-14855).
*4(d) Rights Agreement, dated as of July 27, 1998, between
Energen Corporation and First Chicago Trust Company
of New York, Rights Agent, which was filed as Exhibit
I to the Registrant's Registration Statement on Form
8-A, dated July 10, 1998 (File No. 1-7810).
*4(e) Indenture, dated as of January 1, 1992, between the
Registrant and Boatmen's Trust Company, Trustee,
which was filed as Exhibit 4 to the Registrant's
Registration Statement on Form S-3 (Registration No.
33-44936).
*4(f) First Supplemental Indenture, dated as of September
5, 1997, between Energen Corporation and The Bank of
New York, Trustee, to Indenture dated as of January
1, 1992, which was filed as Exhibit 4(a) to the
Registrant's Quarterly Report on Form 10-Q for the
quarter ended December 31, 1997 (File No. 1-7810).
*4(g) Indenture, dated as of March 1, 1993, between the
Registrant and Boatman's Trust Company, Trustee,
which was filed as Exhibit 4 to the Registrant's
Registration Statement on Form S-3 (Registration No.
33-25435).
*4(h) First Supplemental Indenture, dated as of September
5, 1997, between Energen Corporation and The Bank of
New York, Trustee, to Indenture dated as of March 1,
1993, which was filed as Exhibit 4(b) to the
Registrant's Quarterly Report on Form 10-Q for the
quarter ended December 31, 1997 (File No. 1-7810).
*4(i) Indenture dated as of November 1, 1993, between
Alabama Gas Corporation and NationsBank of Georgia,
National Association, Trustee, which was filed as
Exhibit 4(k) to Alabama Gas's Registration Statement
on Form S-3 (Registration No. 33-70466).
*4(j) Indenture between Energen Corporation and The Bank of
New York, Trustee, dated as of September 1, 1996,
which was filed as Exhibit 4(i) to the Registrant's
Registration Statement on Form S-3 (Registration No.
333-43425).
**5 Opinion of Bradley Arant Rose & White LLP.
**23(a) Consent of Bradley Arant Rose & White LLP (contained
in their opinion filed as Exhibit 5 to this
Registration Statement).
**23(b) Consent of Coopers & Lybrand L.L.P.
**24 Power of attorney authorizing execution of
registration statement on Form S-3 on behalf of
certain directors of the Registrant.
</TABLE>
- -----------------------------
* Incorporated by reference.
**Previously filed.
II-4
<PAGE> 22
ITEM. 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by
section 10(a)(3) of the Securities Act of
1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
the registration statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in
information set forth in the registration
statement. Notwithstanding the foregoing,
any increase or decrease in volume of
securities offered (if the total dollar
value of securities offered would not exceed
that which was registered) and any deviation
from the low or high end of the estimated
maximum offering range may be reflected in
the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and
price represent no more than a 20% change in
the maximum aggregate offering price set
forth in the "Calculation of Registration
Fee" table in the effective registration
statement;
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration statement;
provided, however, that the undertakings set forth in
paragraphs (1)(i) and (1)(ii) above do not apply if
the registration statement is on Form S-3, Form S-8,
or Form F-3, and the information required to be
included in a post-effective amendment by those
paragraphs is contained in periodic reports filed
with or furnished to the Commission by the registrant
pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated
by reference in this registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for the
purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report
pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of
any employee benefit plan's annual report pursuant to section
15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in this registration statement shall
be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide
offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
provisions described under Item 15 above, or otherwise, the
registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act, and is,
therefore, unenforceable. In the event that a claim for
indemnification against such labilities (other than the
payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of such registrant in
the successful defense of any action, suit or proceeding) is
asserted against the registrant by such director, officer or
controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by
II-5
<PAGE> 23
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it
is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
(d) The undersigned Registrant hereby undertakes that, (1) for
purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus
filed as a part of this Registration Statement in reliance
upon rule 430A and contained in a form of prospectus filed
pursuant to Rules 424(b)(1) or (4) or 497(h) under the
Securities Act shall be deemed to be a part of this
Registration Statement at the time it was declared effective,
and (2) for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment if that
contains a form of prospectus shall be deemed to be a new
registration statement relating to the Securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
II-6
<PAGE> 24
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF BIRMINGHAM, STATE OF ALABAMA, ON AUGUST 6, 1998.
ENERGEN CORPORATION
By: /s/ Geoffrey C. Ketcham
-----------------------------
GEOFFREY C. KETCHAM
ITS EXECUTIVE VICE PRESIDENT,
TREASURER AND
CHIEF FINANCIAL OFFICER
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES AND
ON THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
* Director August 6, 1998
- --------------------------------------------
STEPHEN D. BAN
* Director August 6, 1998
- --------------------------------------------
J. MASON DAVIS, JR.
* Director August 6, 1998
- --------------------------------------------
JAMES S.M. FRENCH
/s/ Geoffrey C. Ketcham Executive Vice President, August 6, 1998
- -------------------------------------------- Treasurer and Chief
GEOFFREY C. KETCHAM Financial Officer
(Principal Accounting Officer)
* August 6, 1998
- --------------------------------------------
WALLACE L. LUTHY
* Director August 6, 1998
- --------------------------------------------
REX J. LYSINGER
</TABLE>
II-7
<PAGE> 25
<TABLE>
<S> <C> <C>
* Director August 6, 1998
- --------------------------------------------
JUDY M. MERRITT
* Director August 6, 1998
- --------------------------------------------
DRAYTON NABERS, JR.
* Chairman of the Board, President, August 6, 1998
- -------------------------------------------- Chief Executive Officer
WM. MICHAEL WARREN, JR. and Director
*By: /s/ Geoffrey C. Ketcham August 6, 1998
----------------------------------------
GEOFFREY C. KETCHAM,
ATTORNEY-IN-FACT
</TABLE>
II-8
<PAGE> 26
POST-EFFECTIVE AMENDMENT NO. 1 TO THE
REGISTRATION STATEMENT ON FORM S-3 OF ENERGEN CORPORATION
RELATING TO DIVIDEND REINVESTMENT
AND
DIRECT STOCK PURCHASE PLAN
OF
ENERGEN CORPORATION
-------------------
INDEX OF EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<S> <C>
*4(a) Restated Conformed Certificate of Incorporation of
the Registrant, as amended through January 30, 1998,
which was filed as Exhibit 3(b) to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended
December 31, 1997 (File No. 1-7810).
4(b) Articles of Amendment to Restated Certificate of
Incorporation with respect to Series 1998 Junior
Participating Preferred Stock of the Registrant, as
filed with the Office of the Judge of Probate of
Jefferson County, Alabama on July 27, 1998.
*4(c) Bylaws of the Registrant, which were filed as Exhibit
4(e) to the Registrant's Registration Statement on
Form S-8 (Registration No. 33-14855).
*4(d) Rights Agreement, dated as of July 27, 1998, between
Energen Corporation and First Chicago Trust Company
of New York, Rights Agent, which was filed as Exhibit
I to the Registrant's Registration Statement on Form
8-A, dated July 10, 1998 (File No. 1-7810).
*4(e) Indenture, dated as of January 1, 1992, between the
Registrant and Boatmen's Trust Company, Trustee,
which was filed as Exhibit 4 to the Registrant's
Registration Statement on Form S-3 (Registration No.
33-44936).
*4(f) First Supplemental Indenture, dated as of September
5, 1997, between Energen Corporation and The Bank of
New York, Trustee, to Indenture dated as of January
1, 1992, which was filed as Exhibit 4(a) to the
Registrant's Quarterly Report on Form 10-Q for the
quarter ended December 31, 1997 (File No. 1-7810).
*4(g) Indenture, dated as of March 1, 1993, between the
Registrant and Boatman's Trust Company, Trustee,
which was filed as Exhibit 4 to the Registrant's
Registration Statement on Form S-3 (Registration No.
33-25435).
*4(h) First Supplemental Indenture, dated as of September
5, 1997, between Energen Corporation and The Bank of
New York Trustee, to Indenture dated as of March 1,
1993, which was filed as Exhibit 4(b) to the
Registrant's Quarterly Report on Form 10-Q for the
quarter ended December 31, 1997 (File No. 1-7810).
*4(i) Indenture dated as of November 1, 1993, between
Alabama Gas Corporation and NationsBank of Georgia,
National Association, Trustee, which was filed as
Exhibit 4(k) to Alabama Gas's Registration Statement
on Form S-3 (Registration No. 33-70466).
*4(j) Indenture between Energen Corporation and The Bank of
New York, Trustee, dated as of September 1, 1996,
which was filed as Exhibit 4(i) to the Registrant's
Registration Statement on Form S-3 (Registration No.
333-43425).
**5 Opinion of Bradley Arant Rose & White LLP.
</TABLE>
II-9
<PAGE> 27
<TABLE>
<S> <C>
**23(a) Consent of Bradley Arant Rose & White LLP
(contained in their opinion filed as Exhibit 5
to this Registration Statement).
**23(b) Consent of Coopers & Lybrand L.L.P.
**24 Power of attorney authorizing execution of
registration statement on Form S-3 on behalf of
certain directors of the Registrant.
</TABLE>
- -----------------------------
* Incorporated by reference.
**Previously filed.
II-10
<PAGE> 1
EXHIBIT 4(b)
ARTICLES OF AMENDMENT
TO
RESTATED CERTIFICATE OF INCORPORATION
OF
ENERGEN CORPORATION
TO THE HONORABLE JUDGE OF PROBATE
IN AND FOR JEFFERSON COUNTY, ALABAMA:
Pursuant to the provisions of Section 10-2B-6.02 of Chapter 2B
of Title 10 of the Code of Alabama of 1975, the undersigned corporation executes
the following Articles of Amendment to its Restated Certificate of
Incorporation:
(1) The name of the corporation is Energen Corporation.
(2) The Restated Certificate of Incorporation of the said
corporation shall be amended to read as follows:
Section 1. Designation and Amount. The shares of such
series shall be designated as the "Series 1998 Junior Participating
Preferred Stock" and the number of shares constituting such series
shall be 750,000.
Section 2. Dividends and Distributions.
(A) Subject to the prior and superior rights of the
holders of any shares of any series of Preferred Stock ranking prior
and superior to the shares of Series 1998 Junior Participating
Preferred Stock with respect to dividends, the holders of shares of
Series 1998 Junior Participating Preferred Stock shall be entitled to
receive, when, as, and if declared by the Board of Directors out of
funds legally available for the purpose, quarterly dividends payable in
cash on the first day of March, June, September, and December in each
year (each such date being referred to herein as a "Quarterly Dividend
Payment Date"), commencing on the first Quarterly Dividend Payment Date
after the first issuance of a share or fraction of a share of Series
1998 Junior Participating Preferred Stock, in an amount per share
(rounded to the nearest cent) equal to the greater of (a) $5.00 or (b)
subject to the provision for adjustment hereinafter set forth, 100
times the aggregate per share declared on the Common Stock, par value
$0.01 per share, of the Corporation (the "Common Stock") since the
immediately preceding Quarterly Dividend Payment Date, or, with respect
to the first Quarterly Dividend Payment Date, since the first issuance
of any share or fraction of a share of Series 1998 Junior Participating
Preferred Stock. In the event the Corporation shall at any time after
the close of business on July 27, 1998 (the "Rights Declaration Date")
(i) declare any dividend on Common Stock payable in shares of Common
Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine
the outstanding Common Stock into a smaller number of shares, then in
each such case the amount to which holders of shares of Series 1998
Junior Participating Preferred Stock were entitled immediately prior to
such event under clause (b) of the preceding sentence shall be adjusted
by multiplying such amount by a fraction, the numerator of which is the
number of shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of Common
Stock that were outstanding immediately prior to such event.
(B) The Corporation shall declare a dividend or
distribution on the Series 1998 Junior Participating Preferred Stock as
provided in paragraph (A) above immediately after it declares a
dividend or distribution on the Common Stock (other than a dividend
payable in shares of Common Stock); provided that, in the event no
dividend or distribution shall have been declared on the
1
<PAGE> 2
Common Stock during the period between any Quarterly Dividend Payment
Date and the next subsequent Quarterly Dividend Payment Date, a
dividend of $5.00 per share of the Series 1998 Junior Participating
Preferred Stock shall nevertheless be payable on such subsequent
Quarterly Dividend Payment Date.
(C) Dividends shall begin to accrue and be cumulative
on outstanding shares of Series 1998 Junior Participating Preferred
Stock from the Quarterly Dividend Payment Date next preceding the date
of issue of such shares of Series 1998 Junior Participating Preferred
Stock, unless the date of issue of such shares is prior to the record
date for the first Quarterly Dividend Payment Date, in which case
dividends on such shares shall begin to accrue from the date of issue
of such shares, or unless the date of issue is a Quarterly Dividend
Payment Date or is a date after the record date for the determination
of holders of shares of Series 1998 Junior Participating Preferred
Stock entitled to receive a quarterly dividend and before such
Quarterly Dividend Payment Date, in either of which events such
dividends shall begin to accrue and be cumulative from such Quarterly
Dividend Payment Date. Accrued but unpaid dividends shall not bear
interest. Dividends paid on the shares of Series 1998 Junior
Participating Preferred Stock in an amount less than the total amount
of such dividends at the time accrued and payable on such shares shall
be allocated pro rata on a share-by- share basis among all such shares
at the time outstanding. The Board of Directors may fix a record date
for the determination of holders of shares of Series 1998 Junior
Participating Preferred Stock entitled to receive payment of a dividend
or distribution declared thereon, which record date shall be no more
than 30 days prior to the date fixed for the payment thereof.
Section 3. Voting Rights. The holders of shares of
Series 1998 Junior Participating Preferred Stock shall have the
following voting rights:
(A) Subject to the provision for adjustment
hereinafter set forth, each share of Series 1998 Junior Participating
Preferred Stock shall entitle the holder thereof to 100 votes on all
matters submitted to a vote of the shareholders of the Corporation. In
the event the Corporation shall at any time after the Rights
Declaration Date (i) declare any dividend on Common Stock payable in
shares of Common Stock, (ii) subdivide the outstanding Common Stock, or
(iii) combine the outstanding Common Stock into a smaller number of
shares, then in each such case the number of votes per share to which
holders of shares of Series 1998 Junior Participating Preferred Stock
were entitled immediately prior to such event shall be adjusted by
multiplying such number by a fraction, the numerator of which is the
number of shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of Common
Stock that were outstanding immediately prior to such event.
(B) Except as otherwise provided herein or by law,
the holders of shares of Series 1998 Junior Participating Preferred
Stock and the holders of shares of Common Stock shall vote together as
one class on all matters submitted to a vote of shareholders of the
Corporation.
(C) (i) If at any time dividends on any Series 1998
Junior Participating Preferred Stock shall be in arrears in an amount
equal to six (6) quarterly dividends thereon, the occurrence of such
contingency shall mark the beginning of a period (herein called a
"default period") which shall extend until such time when all accrued
and unpaid dividends for all previous quarterly dividend periods and
for the current quarterly dividend period on all shares of Series 1998
Junior Participating Preferred Stock then outstanding shall have been
declared and paid or set apart for payment. During each default period,
all holders of Preferred Stock (including holders of the Series 1998
Junior Participating Preferred Stock) with dividends in arrears in an
amount equal to six (6) quarterly dividends thereon, voting as a class,
irrespective of series, shall, in addition to all other voting rights
which the holders of shares of the Series 1998 Junior Participating
Preferred Stock may have, have the right to elect two (2) Directors.
(ii) During any default period, such voting rights of
the holders of Series 1998 Junior Participating Preferred Stock may be
exercised initially at a special meeting called pursuant to
subparagraph (iii) of this Section 3(C) or at any annual meeting of
shareholders, and thereafter at annual meetings of shareholders,
provided that neither such voting rights nor the right
2
<PAGE> 3
of the holders of any other series of Preferred Stock, if any, to
increase, in certain cases, the authorized number of Directors shall be
exercised unless the holders of not less than ten percent (10%) in
number of shares of Preferred Stock outstanding shall be present in
person or by proxy at such meeting. The absence of a quorum of the
holders of Common Stock shall not affect the exercise by the holders of
Preferred Stock of such voting rights. At any meeting at which the
holders of Preferred Stock shall exercise such voting rights initially
during an existing default period, they shall have the right, voting as
a class, to elect Directors to fill such vacancies, if any, in the
Board of Directors as may then exist up to two (2) Directors or, if
such right is exercised at an annual meeting, to elect two (2)
Directors. If the number which may be so elected at any special meeting
does not amount to the required number, the holders of the Preferred
Stock shall have the right to make such increase in the number of
Directors as shall be necessary to permit the election by them of the
required number. After the holders of the Preferred Stock shall have
exercised their right to elect Directors in any default period and
during the continuance of such period, the number of Directors shall
not be increased or decreased except by vote of the holders of
Preferred Stock as herein provided or pursuant to the rights of any
equity securities ranking senior to or pari passu with the Series 1998
Junior Participating Preferred Stock.
(iii) Unless the holders of Preferred Stock shall,
during an existing default period, have previously exercised their
right to elect Directors, the Board of Directors may order, or any
shareholder or shareholders owning in the aggregate not less than ten
percent (10%) of the total number of shares of Preferred Stock,
outstanding, irrespective of series, may request, the calling of a
special meeting of the holders of Preferred Stock, which meeting shall
thereupon be called by the President, a Vice-President, or the
Secretary of the Corporation. Notice of such meeting and of any annual
meeting at which holders of Preferred Stock are entitled to vote
pursuant to this paragraph (C) (iii) shall be given to each holder of
record of Preferred Stock by mailing a copy of such notice to him at
his last address as the same appears on the books of the Corporation.
Such meeting shall be called for a time not earlier than 20 days and
not later than 60 days after such order or request or in default of the
calling of such meeting within 60 days after such order or request,
such meeting may be called on similar notice by any shareholder or
shareholders owning in the aggregate not less than ten percent (10%) of
the total number of shares of Preferred Stock outstanding.
Notwithstanding the provisions of this paragraph (C) (iii), no such
special meeting shall be called during the period within 60 days
immediately preceding the date fixed for the next annual meeting of the
shareholders.
(iv) In any default period, the holders of Common
Stock, and other classes of stock of the Corporation if applicable,
shall continue to be entitled to elect the whole number of Directors
until the holders of Preferred Stock shall have exercised their right
to elect two (2) Directors voting as a class, after the exercise of
which right (x) the Directors so elected by the holders of Preferred
Stock shall continue in office until their successors shall have been
elected by such holders or until the expiration of the default period,
and (y) any vacancy in the Board of Directors may (except as provided
in paragraph (C) (ii) of this Section 3) be filled by vote of a
majority of the remaining Directors theretofore elected by the holders
of the class of stock which elected the Director whose office shall
have become vacant. References in this paragraph (C) to Directors
elected by the holders of a particular class of stock shall include
Directors elected by such Directors to fill vacancies as provided in
clause (y) of the foregoing sentence.
(v) Immediately upon the expiration of a default
period, (x) the right of the holders of Preferred Stock as a class to
elect Directors shall cease, (y) the term of any Directors elected by
the holders of Preferred Stock as a class shall terminate, and (z) the
number of Directors shall be such number as may be provided for in the
Restated Certificate of Incorporation or by-laws irrespective of any
increase made pursuant to the provisions of paragraph (C)(ii) of this
Section 3 (such number being subject, however, to change thereafter in
any manner provided by law or in the certificate of incorporation or
bylaws). Any vacancies in the Board of Directors effected by the
provisions of clauses (y) and (z) in the preceding sentence may be
filled by a majority of the remaining Directors.
(D) Except as set forth herein, holders of Series
1998 Junior Participating
3
<PAGE> 4
Preferred Stock shall have no special voting rights and their consent
shall not be required (except to the extent they are entitled to vote
with holders of Common Stock as set forth herein) for taking any
corporate action.
Section 4. Certain Restrictions.
(A) Whenever quarterly dividends or other dividends
or distributions payable on the Series 1998 Junior Participating
Preferred Stock as provided in Section 2 are in arrears, thereafter and
until all accrued and unpaid dividends and distributions, whether or
not declared, on shares of Series 1998 Junior Participating Preferred
Stock outstanding shall have been paid in full, the Corporation shall
not
(i) declare or pay dividends on, make any
other distributions on, or redeem or purchase or otherwise acquire for
consideration any shares of stock ranking junior (either as to
dividends or upon liquidation, dissolution, or winding up of the
Corporation) to the Series 1998 Junior Participating Preferred Stock;
(ii) declare or pay dividends on or make any
other distributions on any shares of stock ranking on a parity (either
as to dividends or upon liquidation, dissolution, or winding up of the
Corporation) with the Series 1998 Junior Participating Preferred Stock,
except dividends paid ratably on the Series 1998 Junior Participating
Preferred Stock and all such parity stock on which dividends are
payable or in arrears in proportion to the total amounts to which the
holders of all such shares are then entitled;
(iii) redeem or purchase or otherwise acquire
for consideration shares of any stock ranking on a parity (either as to
dividends or upon liquidation, dissolution, or winding up of the
Corporation) with the Series 1998 Junior Participating Preferred Stock,
provided that the Corporation may at any time redeem, purchase, or
otherwise acquire shares of any such parity stock in exchange for
shares of any stock of the Corporation ranking junior (either as to
dividends or upon dissolution, liquidation, or winding up) to the
Series 1998 Junior Participating Preferred Stock;
(iv) purchase or otherwise acquire for
consideration any shares of Series 1998 Junior Participating Preferred
Stock, or any shares of stock ranking on a parity with the Series 1998
Junior Participating Preferred Stock, except in accordance with a
purchase offer made in writing or by publication (as determined by the
Board of Directors) to all holders of such shares upon such terms as
the Board of Directors, after consideration of the respective annual
dividend rates and other relative rights and preferences of the
respective series and classes, shall determine in good faith will
result in fair and equitable treatment among the respective series or
classes.
(B) The Corporation shall not permit any subsidiary
of the Corporation to purchase or otherwise acquire for consideration
any shares of stock of the Corporation unless the Corporation could,
under paragraph (A) of this Section 4, purchase or otherwise acquire
such shares at such time and in such manner.
Section 5. Reacquired Shares. Any shares of Series
1998 Junior Participating Preferred Stock purchased or otherwise
acquired by the Corporation in any manner whatsoever shall be retired
and canceled promptly after the acquisition thereof. All such shares
shall upon their cancellation become authorized but unissued shares of
Preferred Stock and may be reissued as part of a new series of
Preferred Stock to be created by resolution or resolutions of the Board
of Directors, subject to the conditions and restrictions on issuance
set forth herein or in the Restated Certificate of Incorporation of the
Corporation.
Section 6. Liquidation, Dissolution, or Winding Up.
Upon any voluntary or involuntary liquidation, dissolution, or
winding-up of the Corporation, no distribution shall be made (i) to the
holders of shares of Common Stock or any other stock ranking junior
(either as to dividends or upon liquidation, dissolution, or winding
up) to the Series 1998 Junior Participating Preferred Stock unless
prior thereto, the holders of shares of Series 1998 Junior
Participating
4
<PAGE> 5
Preferred Stock shall have received the higher of $100.00 per share,
plus an amount equal to accrued and unpaid dividends and distributions
thereon, whether or not declared, to the date of such payment, or an
aggregate amount per share, subject to the provision for adjustment
hereinafter set forth, equal to 100 times the aggregate amount to be
distributed per share to the holders of Common Stock; nor (ii) to the
holders of stock ranking on a parity (either as to dividends or upon
liquidation, dissolution, or winding-up) with the Series 1998 Junior
Participating Preferred Stock, except distributions made ratably on the
Series 1998 Junior Participating Preferred Stock and all other such
parity stock in proportion to the total amounts to which the holders of
all such shares are entitled upon such liquidation, dissolution, or
winding up. In the event the Corporation shall at any time declare or
pay any dividend on Common Stock payable in shares of Common Stock, or
effect a subdivision or combination or consolidation of the outstanding
shares of Common Stock (by reclassification or otherwise than by
payment of a dividend in shares of Common Stock) into a greater or
lesser number of shares of Common Stock, then in each such case the
aggregate amount to which holders of shares of Series 1998 Junior
Participating Preferred Stock were entitled immediately prior to such
event under the provision in clause (i) of the preceding sentence shall
be adjusted by multiplying such amount by a fraction, the numerator of
which is the number of shares of Common Stock outstanding immediately
after such event and the denominator of which is the number of shares
of Common Stock that were outstanding immediately prior to such event.
Section 7. Consolidation, Merger, etc. In case the
Corporation shall enter into any consolidation, merger, combination, or
other transaction in which the shares of Common Stock are exchanged for
or changed into other stock or securities, cash and/or any other
property, then in any such case the shares of Series 1998 Junior
Participating Preferred Stock shall at the same time be similarly
exchanged or changed in an amount per share (subject to the provision
for adjustment hereinafter set forth) equal to 100 times the aggregate
amount of stock, securities, cash, and/or any other property (payable
in kind), as the case may be, into which or for which each share of
Common Stock is changed or exchanged. In the event the Corporation
shall at any time after the Rights Declaration Date (i) declare any
dividend on Common Stock payable in shares of Common Stock, (ii)
subdivide the outstanding Common Stock, or (iii) combine the
outstanding Common Stock into a smaller number of shares, then in each
such case the amount set forth in the preceding sentence with respect
to the exchange or change of shares of Series 1998 Junior Participating
Preferred Stock shall be adjusted by multiplying such amount by a
fraction, the numerator of which is the number of shares of Common
Stock outstanding immediately after such event and the denominator of
which is the number of shares of Common Stock that were outstanding
immediately prior to such event.
Section 8. No Redemption. The shares of Series
1998 Junior Participating Preferred Stock shall not be redeemable.
Section 9. Ranking. The Series 1998 Junior
Participating Preferred Stock shall rank junior to all other series of
the Corporation's Preferred Stock as to the payment of dividends and
the distribution of assets, unless the terms of any such series shall
provide otherwise.
Section 10. Fractional Shares. Series 1998 Junior
Participating Preferred Stock may be issued in fractions of a share
which shall entitle the holder, in proportion to such holder's
fractional shares, to exercise voting rights, receive dividends,
participate in distributions and to have the benefit of all other
rights of holders of Series 1998 Junior Participating Preferred Stock.
(3) The foregoing amendment to the Restated Certificate of
Incorporation was duly adopted by the Board of Directors of said corporation on
June 24, 1998 in the manner prescribed by the Alabama Business Corporation Act.
5
<PAGE> 6
The undersigned officer of the corporation named herein, in
accordance with the Alabama Business Corporation Act, executes these Articles of
Amendment to the Restated Certificate of Incorporation as of the 27th day of
July, 1998.
ENERGEN CORPORATION
By /s/ Wm. M. Warren, Jr.
-------------------------------------
Wm. M. Warren, Jr.
Its Chairman of the Board, President,
and Chief Executive Officer
6
<PAGE> 7
STATE OF ALABAMA )
)
COUNTY OF JEFFERSON )
Before me, the undersigned authority in and for said County in
said State, personally appeared Wm. M. Warren, Jr., who is known to me and who,
being first duly sworn, does depose and say that he is the Chairman of the
Board, President, and Chief Executive Officer of Energen Corporation; that he
signed the foregoing Articles of Amendment to the Restated Certificate of
Incorporation of said corporation as Chairman of the Board, President, and Chief
Executive Officer of said corporation and with full authority; and that the
statements made in the foregoing Articles of Amendment to the Restated
Certificate of Incorporation are true and correct.
/s/ Wm. M. Warren, Jr.
-------------------------------------
Wm. M. Warren, Jr.
Subscribed and sworn to before me on this 10th day of July,
1998, in witness whereof I hereunto subscribe my name and attach the seal of my
office.
/s/ Margaret G. Priola
-------------------------------------
Notary Public
[NOTARIAL SEAL] My Commission Expires: April 20, 2001
This instrument prepared by:
Joseph E. Smith, Esq.
Bradley Arant Rose & White LLP
2001 Park Place, Suite 1400
Birmingham, Alabama 35203-2736
7
