SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported)
June 24, 1998
Energen Corporation
(Exact name of registrant as specified in its charter)
Alabama
(State or other jurisdiction of incorporation)
1-7810 63-0757759
(Commission File No.) (IRS Employer Identification No.)
2101 Sixth Avenue North
Birmingham, Alabama 35203
(Address of principal (Zip Code)
executive offices)
(205) 326-2700
(Registrant's telephone number including area code)
Item 5. Other Events
The Board of Directors of Energen Corporation
(AEnergen@) today adopted a new Shareholder Rights Plan
to replace the existing Rights Plan when it expires at
the close of business on July 27, 1998.
"Like our current plan, the new Rights Plan is designed
to ensure that all Energen shareholders receive fair
and equal treatment in the event of a proposed takeover
of the Company," said Mike Warren, Energen's chairman
and chief executive officer. "It also is designed to
guard against abusive or coercive takeover tactics to
gain control of the Company without paying all
shareholders a control premium."
"The Board's adoption of the new Rights Plan is not in
response to a takeover effort," Warren noted.
The Rights Plan provides that all shareholders of
record on July 27, 1998, receive a dividend
distribution of one right per outstanding share of
Energen common stock. Each Right entitles shareholders
to buy 1/100 of a share of Energen Series 1998 Junior
Participating Preferred Stock at a price of $70.
The Rights will not be traded separately from the
common stock and will be exercisable only if (1) a
person or group acquires 15 percent or more of
Energen's common stock or (2) if a person becomes the
beneficial owner of 10 percent or more of Energen
common stock and the Board determines that such
person's ownership would cause certain harmful effects
to Energen and its shareholders.
The Rights Plan establishes guidelines under which the
Board may redeem the Rights for one cent each and may
exchange the Rights for shares of common stock.
Details of the Shareholder Rights Plan will be outlined
in a letter to be mailed to all Energen shareholders.
Energen Corporation is a diversified energy company
with headquarters in Birmingham, Alabama. Its two lines
of business are natural gas distribution and oil and
gas exploration and production.
SIGNATURE
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly
authorized.
ENERGEN CORPORATION
DATE: July 13, 1998 By /s/ WM. M. WARREN, JR.
Wm. M. Warren, Jr.
Chairman of the Board,
Chief Executive Officer,
and President
