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Filed Pursuant to Rule 424(b)(3)
Registration No.: 333-00395
(ENERGEN LOGO)
DIVIDEND REINVESTMENT AND DIRECT STOCK PURCHASE PLAN
Dear Shareholder:
Energen Corporation is pleased to make available to you the Energen Corporation
Dividend Reinvestment and Direct Stock Purchase Plan (the "Plan") through First
Chicago Trust Company of New York.
The Plan offers you the opportunity to reinvest all or a portion of your cash
dividends as well as make supplemental cash contributions toward the purchase of
additional Energen Common Stock. The Plan is voluntary. We think you will find
the Plan offers a convenient and inexpensive way to increase your Energen
Corporation Common Stock holdings.
The benefits and key features of the Plan are summarized on the following pages
and also detailed in the attached Prospectus. Please read the Prospectus
carefully before enrolling.
Sincerely,
/s/ Wm. Michael Warren, Jr.
Wm. Michael Warren, Jr.
Chairman of the Board
and Chief Executive
Officer
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DIVIDEND REINVESTMENT AND DIRECT STOCK PURCHASE PLAN
Energen Corporation ("Energen") is pleased to make available to you the Energen
Corporation Dividend Reinvestment and Direct Stock Purchase Plan (the "Plan")
through First Chicago Trust Company of New York (the "Administrator"). The Plan
is for current holders of Energen Common Stock as well as for first-time
investors in Energen Common Stock. The Plan provides you with an alternative to
traditional retail brokerage methods of purchasing, holding and selling Energen
Common Stock. The Plan offers a variety of flexible services to aid in managing
your investment.
KEY FEATURES OF THE PLAN INCLUDE THE FOLLOWING:
- - Shareholders of record are automatically eligible to participate in the Plan.
- - Non-shareholders of Energen Common Stock may become participants 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.
- - Participants will pay no brokerage commissions or other service charges in
connection with purchases under the Plan, but they will pay a fee and
brokerage commissions when selling shares from the Plan.
- - Participants may reinvest all or a portion of their cash dividends in Energen
Common Stock.
- - Participants may purchase additional shares of Energen Common Stock as often
as weekly by making voluntary cash payments of not less than $25 for a single
investment up to a maximum of $250,000 per calendar year.
- - Participants may deposit their stock certificates for safekeeping or request a
certificate for whole shares from their Plan accounts at any time. In either
case, there is no cost to the Participants.
All communication regarding the Plan should be addressed to the Administrator at
the following address:
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
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PROSPECTUS
ENERGEN CORPORATION
DIVIDEND REINVESTMENT AND DIRECT STOCK PURCHASE PLAN
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 of at least
$25 up to a total of $250,000 per calendar year. Voluntary cash payments will
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 the approximately 983,000 shares of Energen Common
Stock registered for sale under the Plan and remaining to be issued pursuant to
the Plan as of August 12, 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 August 14, 1998.
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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, March 31, 1998 and June 30, 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
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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).
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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.
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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. Currently, a $15 fee and brokerage
commissions will be charged when selling shares from the Plan.
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.
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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.
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
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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.
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.
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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 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). 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").
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.
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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
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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.
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.
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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, currently $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.
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.
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<PAGE> 14
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 shareholder'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. 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.
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.
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<PAGE> 15
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 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
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<PAGE> 16
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
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<PAGE> 17
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.
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.
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<PAGE> 18
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.
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
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<PAGE> 19
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. 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.
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<PAGE> 20
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
approximately 5,000 shares of Energen Common Stock as of August 12, 1998.
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. (now known as PricewaterhouseCoopers LLP),
independent accountants, given on the authority of that firm as experts in
auditing and accounting.
18
<PAGE> 21
FOR ASSISTANCE CONCERNING THE PLAN
CORRESPONDENCE CONCERNING THE PLAN AND VOLUNTARY CASH INVESTMENTS:
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
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
19
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- -------------------------------------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information............................ 2
Incorporation of Certain Documents by
Reference...................................... 2
The Company...................................... 4
Forward-looking Statements....................... 4
Description of the Plan.......................... 4
Purpose and Benefits........................... 4
Administration................................. 6
Participation.................................. 6
Enrollment Procedures.......................... 7
Reinvestment of Dividends...................... 8
Initial Investments and Voluntary Cash
Payments..................................... 9
Investment Dates for Initial Investments and
Voluntary Cash Payments....................... 9
Payment Methods................................. 9
Purchase Price.................................. 10
Cost to Participants............................ 11
Account Management.............................. 11
Sale of Shares.................................. 12
Certificates for Shares......................... 13
Share Safekeeping............................... 13
Closing a Plan Account.......................... 14
Reports to Participants......................... 14
Federal Income Tax Information.................. 15
Other Information............................... 17
Plan of Distribution............................. 18
Legal Opinion.................................... 18
Experts.......................................... 18
For Assistance Concerning the Plan............... 19
</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.
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- -------------------------------------------------------
- -------------------------------------------------------
- -------------------------------------------------------
(ENERGEN LOGO)
DIVIDEND REINVESTMENT AND DIRECT STOCK
PURCHASE PLAN
PROSPECTUS ENCLOSED WITHIN
AUGUST 14, 1998
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