Rule 424(b)(3)
Registration No.333-43245
PRICING SUPPLEMENT NO. 2, DATED December 19, 2000
(To Prospectus dated January 13, 1998 and Prospectus Supplement dated January
29, 1998)
ENERGEN CORPORATION
Medium-Term Notes, Series B
Trade Date: December 19, 2000
Principal Amount: $150,000,000
Original Issue Date: December 22, 2000
Issue Price (as a percentage of aggregate principal amount): 99.199% plus
accrued interest, ifn any, from the Original Issue Date
Underwriting Discount (as a percentage of aggregate principal amount): 0.650%
Net Proceeds to Energen Corporation: $147,823,500
Interest Rate Per Annum (fixed rate): 7.625%
Stated Maturity Date: December 15, 2010
Interest Payment Dates: June 15 and December 15
Regular Record Dates: May 31 and November 30
Optional Redemption:
All or a portion of the notes described in this Pricing Supplement (the "Notes")
may be redeemed at the option of Energen Corporation (the "Corporation") at any
time or from time to time. The redemption price for the Notes to be redeemed on
any redemption date will be equal to the greater of the following amounts:
- 100% of the principal amount of the Notes being redeemed on the redemption
date; or
- the sum of the present values of the remaining scheduled payments of
principal and interest on the Notes being redeemed on that redemption date
not including any portion of any payments of interest accrued to the
redemption date) discounted to the redemption date on a semiannual basis at
the Adjusted Treasury Rate (as defined below) plus 30 basis points, as
determined by the Reference Treasury Dealer (as defined below),
plus, in each case, accrued and unpaid interest thereon to the redemption date.
Notwithstanding the foregoing, installments of interest on Notes that are due
and payable on interest payment dates falling on or prior to a redemption date
will be payable on the interest payment date to the registered holders as of the
close of business on the relevant record date according to the Notes and the
indenture relating to the Notes. The redemption price will be calculated on the
basis of a 360-day year consisting of twelve 30-day months.
The Corporation will mail notice of any redemption at least 30 days but not more
than 60 days before the redemption date to each registered holder of the Notes
to be redeemed. Once notice of redemption is mailed, the Notes called for
redemption will become due and payable on the redemption date and at the
applicable redemption price, plus accrued and unpaid interest to the redemption
date.
Unless the Corporation defaults in payment of the redemption price, on and after
the redemption date interest will cease to accrue on the Notes or portions
thereof called for redemption.
"Adjusted Treasury Rate" means, with respect to any redemption date, the rate
per annum equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price for
such redemption date.
"Comparable Treasury Issue" means the United States Treasury security selected
by an Independent Investment Banker as having a maturity comparable to the
remaining term of the Notes to be redeemed that would be utilized, at the time
of selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of such Notes. "Independent Investment Banker" means one of the Reference
Treasury Dealers appointed by the tTrustee under the indenture after
consultation with the Corporation.
"Comparable Treasury Price" means, with respect to any redemption date, (A) the
arithmetic average of the Reference Treasury Dealer Quotations for such
redemption date, after excluding the highest and lowest such Reference Treasury
Dealer Quotations, or (B) if the trustee obtains fewer than three such Reference
Treasury Dealer Quotations, the arithmetic average of all such Quotations, or
(C) if only one Reference Treasury Dealer Quotations is received, such
Quotation.
"Reference Treasury Dealer" means Salomon Smith Barney Inc., A. G. Edwards &
Sons, Inc. and Morgan Stanley & Co. Incorporated (or their respective affiliates
which are Primary Treasury Dealers), and their respective successors; provided,
however, that if any of the foregoing shall cease to be a primary U.S.
Government securities dealer in New York City (a "Primary Treasury Dealer" ) the
Corporation will substitute therefor another Primary Treasury Dealer.
"Reference Treasury Dealer Quotation" means, with respect to each Reference
Treasury Dealer and any redemption date, the arithmetic average, as determined
by the trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the trustee by such Reference Treasury Dealer at 5:00 p.m. (New York
City time) on the third business day preceding such redemption date.
Underwriting:
Subject to the terms and conditions set forth in a selling agency agreement (the
"Selling Agency Agreement"), as supplemented by a terms agreement, to which the
Corporation and each of the underwriters named below (the "Underwriters") are
parties, the Corporation has agreed to sell to each of the Underwriters, acting
as principal, and each of the Underwriters has severally agreed to purchase, the
principal amount of the Notes set forth opposite its respective name below:
Principal
Underwriter Amount
Salomon Smith Barney Inc. $ 60,000,000
A. G. Edwards & Sons, Inc. $ 45,000,000
Morgan Stanley & Co. Incorporated $ 45,000,000
Total $150,000,000
In the Selling Agency Agreement as so supplemented, the Underwriters have
agreed, subject to the terms and conditions set forth therein, to purchase all
of the Notes offered hereby if any of the Notes are purchased.
The Underwriters have advised the Corporation that they propose initially to
offer the Notes directly to the public at the issue price set forth on the first
page ofin this Pricing Supplement, and to certain dealers at such price less a
concession not in excess of 0.40% of the principal amount of the Notes. The
Underwriters may allow, and such dealers may reallow, a concession not in excess
of 0.25% of the principal amount of the Notes to certain other dealers. After
the initial offering of the Notes, the issue price and other selling terms may
be changed.
The Corporation has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as amended,
or to contribute to payments the Underwriters may be required to make in respect
thereof.
In connection with this offering, certain Underwriters and their respective
affiliates may engage in transactions that stabilize, maintain or otherwise
affect the market price of the Notes. Such transactions may include
stabilization transactions effected in accordance with Rule 104 of Regulation M
under the Securities Exchange Act of 1934, as amended, pursuant to which such
persons may bid for or purchase the Notes for the purpose of stabilizing their
market price. The Underwriters also may create a short position for their
respective accounts by selling more Notes in connection with this offering than
they are committed to purchase from the Corporation and in such case may
purchase the Notes in the open market following completion of this offering to
cover all or a portion of such short position. Any of the transactions
described in this paragraph may result in the maintenance of the price of the
Notes at a level above that which might otherwise prevail in the open market.
None of the transactions described in this paragraph is required, and, if they
are undertaken, they may be discontinued at any time.
No Note will have an established trading market when issued. The Notes will not
be listed on any securities exchange. The Underwriters may make a market in the
Notes, but the Underwriters are not obligated to do so and may discontinue any
market-making at any time without notice. There can be no assurance of a
secondary market for any Notes, or that the Notes will be sold.
Salomon Smith Barney Inc., A.G. Edwards & Sons, Inc., Morgan Stanley & Co.
Incorporated, A.G. Edwards & Sons, Inc. and and certain affiliates thereof
engage in transactions with and perform services for the Corporation and its
affiliates in the ordinary course of business.
