-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SD8DS1UrRsANr2GjqWJ3Kr41z1OkW7pawjn1TBY/wedLsCcYWWV8xVgNLIk9g/Oi R+CAGZna7nsglbTIUqEglg== 0000277595-99-000018.txt : 19990629 0000277595-99-000018.hdr.sgml : 19990629 ACCESSION NUMBER: 0000277595-99-000018 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENERGEN CORP CENTRAL INDEX KEY: 0000277595 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS DISTRIBUTION [4924] IRS NUMBER: 630757759 STATE OF INCORPORATION: AL FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-07810 FILM NUMBER: 99653269 BUSINESS ADDRESS: STREET 1: 605 21ST STREET NORTH CITY: BIRMINGHAM STATE: AL ZIP: 35203-2707 BUSINESS PHONE: 205-326-2742 MAIL ADDRESS: STREET 1: 605 21ST STREET N CITY: BIRNINGHAM STATE: AL ZIP: 35203 FORMER COMPANY: FORMER CONFORMED NAME: ALAGASCO INC DATE OF NAME CHANGE: 19851002 11-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 1998 Commission File No. 33-46641 ENERGEN CORPORATION EMPLOYEE SAVINGS PLAN (Full title of the plan) ENERGEN CORPORATION 605 21st Street North Birmingham, Alabama 35203-2707 Required Information. The Plan is subject to the Employee Retirement Income Security Act of 1974 ("ERISA"). Therefore, in lieu of the requirements of Items 1-3 of Form 11-K, the financial statements and schedules of the Plan for the two fiscal years ended December 31, 1998 and 1997, which have been prepared in accordance with the financial reporting requirements of ERISA, and the consent of Pricewaterhouse Coopers, are filed as a part of this annual report: Signatures: Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the Plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. ENERGEN CORPORATION EMPLOYEE SAVINGS PLAN /s/ W.D. Self June 25,1999 W. D. Self Date Chairman of Energen Benefits Committee and Vice President-Human Resources and Administration, Energen Corporation /s/ G.C. Ketcham June 25, 1999 G. C. Ketcham Date Member of Energen Benefits Committee and Executive Vice President, CFO and Treasurer, Energen Corporation ENERGEN CORPORATION EMPLOYEE SAVINGS PLAN Financial Statements and Supplemental Schedules for the years ended December 31, 1998 and 1997 Energen Corporation Employee Savings Plan Table of Contents Pages Report of Independent Accountants 1 Financial Statements: Statements of Participants' Balances 2 December 31, 1998 and 1997 Statements of Changes in Participants' Balances for the years ended December 31, 1998 and 1997 3 Notes to Financial Statements 4 - 10 Supplemental Schedules: *Item 27a - Schedule of Assets Held for Investment Purposes as of December 31, 1998 11 *Item 27d - Schedule of Reportable Transactions for the year ended December 31, 1998 12 - 13 * Refers to item number in Form 5500 (Annual Return/Report of Employee Benefit Plan) for plan year ended December 31, 1998. Report of Independent Accountants To the Energen Benefits Committee Energen Corporation Employee Savings Plan In our opinion, the accompanying statements of participants' balances and changes in participants' balances present fairly, in all material respects, the financial position of the Energen Corporation Employee Savings Plan (the Plan) as of December 31, 1998 and 1997 and for the years then ended, in conformity with generally accepted accounting principles. These financial statements are the responsibility of the Plan's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules listed in the table of contents are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for reporting and disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedules have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ PricewaterhouseCoopers LLP June 3, 1999 1 Energen Corporation Employee Savings Plan Statements of Participants' Balances December 31, 1998 and 1997 ASSETS 1998 1997 Investment in Energen Corporation common stock (cost $34,802,047 and $29,829,287 at December 31, 1998 and $ 58,059,031 $ 55,455,693 1997, respectively) Other investments (cost $34,039,397 and $29,848,717 at December 31, 1998 and 1997, respectively) 44,452,945 37,451,724 Loans to participants 5,253,655 4,868,064 Cash surrender value of life insurance 91,123 85,870 Employer contributions receivable 639,591 558,308 Employee contributions receivable 303,645 266,323 Interest, dividends, and other receivables 35,818 $ 108,799,990 $ 98,721,800 LIABILITIES AND PARTICIPANTS' BALANCES Participants' balances $ 108,799,990 $ 98,721,800 The accompanying notes are an integral part of these financial statements 2 Energen Corporation Employee Savings Plan Statements of Changes in Participants' Balances for the years ended December 31, 1998 and 1997 1998 1997 Additions: Employer contributions $ 3,227,635 $ 3,041,481 Employee contributions 5,181,373 3,444,204 Interest and dividend income 4,629,171 4,364,801 Net appreciation in the fair value of 3,156,420 17,109,970 investments Increase (decrease) in cash surrender 10,904 (508) value Other receipts (disbursements) 172,275 (32) 16,377,778 27,959,916 Deductions: Distributions to participants 6,293,204 4,273,328 Insurance premiums 5,651 7,578 Fees and other distributions 733 1,168 6,299,588 4,282,074 Net increase 10,078,190 23,677,842 Participants' balances: Beginning of year 98,721,800 75,043,958 End of year $ 108,799,990 $ 98,721,800 The accompanying notes are an integral part of these financial statements. 3 Energen Corporation Employee Savings Plan Notes to Financial Statements 1.Description of Plan General - The Energen Corporation Employee Savings Plan is a defined contribution plan covering substantially all employees of Energen Corporation and its subsidiaries, principally Alabama Gas Corporation, Energen Resources, Inc., Alagasco Pipeline Company, EGN Services, Inc. and Basin Pipeline Corporation (collectively referred to as the Company). Employees are eligible to participate in the Plan after completing six months of service as defined in the Plan. Individual accounts are maintained for each participant in the Plan and are adjusted for allocation of assets purchased with the Company's Employee Stock Ownership Plan (ESOP) contribution, employee contributions, employer contributions, and investment results. An administrative committee and a trustee are appointed by the Company to administer the Plan and trust, respectively. The Company generally pays the administrative expenses of the Plan. Contributions - Contributions to the Plan consist of employee elective contributions, Company matching and ESOP contributions, and rollover contributions. Employee elective contributions, if any, are made in an amount equal to any whole percentage of the employee's compensation, generally not to exceed 15% thereof and not less than 2% thereof. Company matching contributions are presently being funded at the end of each month. This contribution is currently 50% of each employee's elective contribution up to 6% of the employee's compensation. This contribution level is at the discretion of the board of directors of the Company. Contributions by highly compensated employees are subject to certain limitations as prescribed by the Plan. Company ESOP contributions are presently being funded each quarter and are at the discretion of the board of directors. The formula used to allocate the ESOP contribution is determined annually. Current contribution levels range from 2.25% to 7% of the employee's annual compensation, based on the employee's age. The amount of forfeited nonvested accounts at December 31, 1998 and 1997 was approximately $17,500 and $10,800, respectively, and was held primarily in the Vanguard Money Market Reserve-Prime Portfolio account. The Company plans to use all of this amount to reduce its future contributions to the Plan. Vesting - Each participant has a fully vested and nonforfeitable right in any elective and rollover contributions and earnings thereon. A participant's matching and ESOP contribution accounts become fully vested upon the earlier of normal retirement, disability, death, termination of the Plan, three years of service as a plan member, or five years of service. 4 Individual Accounts - Each participant has an individual account which is divided into an elective contribution account, a matching contribution account, an ESOP contribution account, and a rollover account. Purchases of stock are allocated to individual participants' elective, matching, and ESOP accounts as set forth in the Plan. Stock purchased with the Company matching contributions is allocated based on the ratio of a participant's compensation, as defined in the Plan, for the plan year to total compensation of all such participants for the plan year. Stock purchased with cash dividends or with the proceeds of other distributions from the Plan's assets and stock received in kind by the trustee as a stock split, dividend, or other distribution of stock so held is allocated based on the ratio of a participant's account balance to the total account balances of all participants as of the record dates of the dividend or distribution. Cash dividends attributable to shares which have not yet been allocated to individual participants' accounts shall be used to purchase shares for allocation in the same manner that shares purchased with the Company matching contributions are allocated. Investments - As of December 31, 1998, participants may elect one of fourteen options: The Vanguard Money Market Reserves - Prime Portfolio, a money market fund with a portfolio of high quality money market instruments that mature in one year or less; the Vanguard/Wellington Fund, a balanced fund which invests in bonds and common stocks; the Vanguard 500 Index Fund, a growth and income fund that invests in all of the stocks included in the Standard and Poor (S&P)'s 500 Index in approximately the same proportions as they are represented in the S&P 500 Index; the Vanguard/Windsor II Fund, a growth and income fund which invests in common stocks; the Vanguard/Morgan Growth Fund, a growth fund which invests in a portfolio of common stocks; the Vanguard International Growth Fund, a growth fund which invests in the common stocks of companies based outside of the United States; the Vanguard Long-Term Corporate Fund, an income fund which invests in a diversified portfolio of long-term investment-grade bonds; the Energen Stock Fund, which invests exclusively in the stock of Energen Corporation; the Vanguard Intermediate-Term Corporate Fund, an income fund which invests in corporate bonds, U.S. Treasury and Government agency securities that mature in five to twelve years; the Vanguard Small Capitalization Index Fund, an aggressive growth stock fund which invests in stocks from the Russell 2000 Index and is constructed so that, in the aggregate, the Portfolio's industry capitalization and fundamental characteristics resemble those of the Russell 2000; the Vanguard Life Strategy Growth Fund, Vanguard Life Strategy Moderate Growth Fund, Vanguard Life Strategy Conservative Growth Fund, and Vanguard Life Strategy Income Fund, funds which invest in carefully selected portfolios of Vanguard Mutual Funds. 5 Prior to December 31, 1986, there was a life insurance option available to participants of the Plan. No new contracts may be purchased under this option; however, participants that were enrolled in this option may still contribute to this fund which invests in universal life insurance policies. The number of employees participating in each option as of December 31, 1998 and 1997 is as follows: 1998 1997 Vanguard Money Market Reserves - Prime Portfolio 835 878 Vanguard Long-Term Corporate Fund 270 274 Vanguard/Wellington Fund 643 636 Vanguard 500 Index Fund 890 863 Vanguard/Windsor II Fund 593 537 Vanguard/Morgan Growth Fund 557 556 Vanguard International Growth Fund 334 363 Energen Stock Fund 1,567 1,519 Insurance 18 20 Loan Fund 637 650 Vanguard Small Capitalization Index Fund 80 66 Vanguard Life Strategy Income Fund 17 9 Vanguard Life Strategy Conservative Growth Fund 27 22 Vanguard Intermediate-Term Corporate Fund 35 26 Vanguard Life Strategy Moderate Growth Fund 55 45 Vanguard Life Strategy Growth Fund 64 53 Loans - Participants may borrow from their vested individual accounts up to amounts prescribed in the Plan. The interest rates on these loans at December 31, 1998 ranged from 7.00% to 11.50%. Termination of the Plan - While the Company has not expressed any intent to terminate the Plan or suspend contributions, it may do so at any time and for any reason. In the event of termination, the Energen Benefits Committee may, with the Company's approval either (1) continue the Trust Fund either through the existing trust agreement or through successor funding media or (2) terminate the Trust Fund, pay all expenses, and direct the payment of benefits, either in the form of lump-sum distributions, transfer to another qualified plan, or any form selected by the committee. Any assets attributable to unallocated financed shares that remain after all vested account balances under the Plan have been paid will be returned to the employer. Distribution to a member of his elective contribution account which is not otherwise distributable on account of his separation from service, attainment of age 59-1/2, or hardship will be made only where no successor to the Plan is established. 2.Summary of Significant Accounting Policies Basis of Financial Statements - The financial statements of the Plan are maintained on the accrual basis and have been prepared in conformity with generally accepted accounting principles. 6 Investment Valuation - The investment in common stock of Energen Corporation is stated at quoted market value as determined by the latest sales price thereof reported by the principal securities exchange on which the stock is traded on the last business day of the year. Purchases of securities are recorded on the trade dates. The investment in money market instruments represents the value of contributions made, adjusted for investment income, benefit payments, and administrative expenses. Investments in mutual funds are carried at the fair value of funds' shares, which is based upon the market value of the underlying investments. The cost of securities sold is determined at average cost. The Plan presents in the statement of changes in net assets the net appreciation (depreciation) in the fair value of its investments which consists of the realized gains and losses and the unrealized appreciation (depreciation) on those investments. 3.Income Tax Status The Plan is exempt from federal income taxes under Section 501(a) of the Internal Revenue Code. The Plan obtained its latest determination letter on July 3, 1997, in which the Internal Revenue Service stated that the Plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code. The Plan has been amended since receiving the determination letter. However, the plan administrator and the Plan's tax counsel believe that the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, no provision for income taxes has been included in the Plan's financial statements. 4.Investments Investments at December 31, 1998 and 1997 are as follows: 1998 1997 Market Cost Market Cost Energen Corporation $58,059,031 $34,802,047 $55,455,693 $29,829,287 common stock Money market and guaranteed rate short-term investments $ 8,111,875 $ 8,111,875 $ 7,381,184 $ 7,381,184 Mutual funds 36,341,070 25,927,522 30,070,540 22,467,533 $44,452,945 $34,039,397 $37,451,724 $29,848,717 The change in unrealized appreciation was $.4 million and $14.5 million in 1998 and 1997, respectively. 7 The following is a summary of assets held in excess of 5% of the Plan's net assets at December 31: 1998 1997 Energen Corporation common stock $ 58,059,031 $ 55,455,693 Vanguard 500 Index Fund $ 13,879,827 $ 10,721,152 VMMR - Prime Portfolio $ 8,111,874 $ 7,381,184 Vanguard Morgan Growth Fund $ 5,887,717 Vanguard Wellington Fund $ 5,468,516 The investments of the Plan at December 31, 1998 and 1997, as described in the accompanying Statements of Participants' Balances, are held by Vanguard Fiduciary Trust Company, under a trust agreement dated October 1, 1991. 8 5.Allocation of Net Assets Available for Plan Benefits The allocation of net assets available for plan benefits to the Plan's separate investment program for the years ended December 31, 1998 and 1997 is as follows: Vanguard Energen Life Vanguard Strategy 1998 Consolidated Elimination Stock Growth Wellington ASSETS Totals Entries Fund Fund Fund Energen common stock $58,059,031 $58,059,031 Loans to participants (Notes and 5,253,655 mortgages) Other investments 44,452,945 $838,982 $5,468,516 Employer contributions receivable 639,591 639,591 Employee contributions receivable 303,645 36,281 5,486 38,531 Cash surrender value- life insurance 91,123 Total assets $108,799,990 $58,734,903 $844,468 $5,507,047 LIABILITIES AND PARTICIPANTS' BALANCES Participants' balances $108,799,990 $58,734,903 $844,468 5,507,047 Total liabilities and participants' balances $108,799,990 $58,734,903 $844,468 $5,507,047 Vanguard Vanguard Vanguard Vanguard Money Morgan Long Term Market Vanguard Small 1998 Growth Corporate Reserves 500 Index Capitaliza Prime tion ASSETS CONTINUED Fund Fund Portfolio Fund Index Fund Energen common stock Loans to participants (Notes and mortgages) Other investments $5,887,717 $1,312,602 $8,111,874 $13,879,827 $308,196 Employer contributions receivable Employee contributions receivable 28,516 13,175 49,007 66,326 4,714 Cash surrender value- life insurance Total assets $5,916,233 $1,325,777 $8,160,881 $13,946,153 $312,910 LIABILITIES AND PARTICIPANTS' BALANCES Participants' balances $5,916,233 $1,325,777 $8,160,881 $13,946,153 $312,910 Total liabilities and participants' balances $5,916,233 $1,325,777 $8,160,881 $13,946,153 $312,910 Vanguard Vanguard Vanguard Life Life Intermediate Vanguard Strategy Strategy 1998 Income Conservative Term Windsor II Corporate ASSETS CONTINUED Fund Growth Fund Fund Fund Energen common stock Loans to participants (Notes and mortgages) Other investments $120,814 $505,693 $84,235 $5,395,101 Employer contributions receivable Employee contributions receivable 926 1,404 1,373 39,027 Cash surrender value- life insurance Total assets $121,740 $507,097 $85,608 $5,434,128 LIABILITIES AND PARTICIPANTS' BALANCES Participants' $121,740 $507,097 $85,608 $5,434,128 balances Total liabilities and participants' $121,740 $507,097 $85,608 $5,434,128 balances Vanguard Vanguard International Life Strategy 1998 Growth Moderate Loan ASSETS CONTINUED Fund Growth Fund Fund Insurance Energen common stock Loans to participants (Notes and mortgages) $5,253,655 Other investments $2,047,759 $491,629 Employer contributions receivable Employee contributions receivable 14,301 4,578 Cash surrender value- life insurance $91,123 Total assets $2,062,060 $496,207 $5,253,655 $91,123 LIABILITIES AND PARTICIPANTS' BALANCES Participants' balances $2,062,060 $496,207 $5,253,655 $91,123 Total liabilities and participants' $2,062,060 $496,207 $5,253,655 $91,123 balances Vanguard Energen Life Vanguard Strategy 1997 Consolidated Elimination Stock Growth Wellington ASSETS Totals Entries Fund Fund Fund Energen common stock $55,455,693 $55,455,693 Loans to participants 4,868,064 Other investments 37,451,724 $618,340 $4,824,648 Employer contributions receivable 558,308 558,308 Employee contributions receivable 266,323 27,391 4,970 34,808 Interest and dividends receivable 35,818 Due from other funds 0 $(146,970) 20,327 1,065 18,632 Cash surrender value- life insurance 85,870 Total assets $98,721,800 $(146,970) $56,061,719 $624,375 $4,878,088 LIABILITIES AND PARTICIPANTS' BALANCES Due to other funds $ 0 $(146,970) Participants' balances 98,721,800 $56,061,719 $624,375 $4,878,088 Total liabilities and participants' $98,721,800 $ 0 $56,061,719 $624,375 $4,878,088 balances Vanguard Vanguard Vanguard Vanguard Money Morgan Long Term Market Vanguard Small 1997 Growth Corporate Reserves 500 Index Capitaliza Prime tion ASSETS CONTINUED Fund Fund Portfolio Fund Index Fund Energen common stock Loans to participants Other investments $4,877,326 $1,113,373 $7,381,184 $10,721,152 $328,673 Employer contributions receivable Employee contributions receivable 29,080 11,196 43,001 60,699 2,338 Interest and dividends receivable Due from other 15,744 5,349 27,786 33,047 944 funds Cash surrender value- life insurance Total assets $4,922,150 $1,129,918 $7,451,971 $10,814,898 $331,955 LIABILITIES AND PARTICIPANTS' BALANCES Due to other funds Participants' balances $4,922,150 $1,129,918 $7,451,971 $10,814,898 $331,955 Total liabilities and participants' balances $4,922,150 $1,129,918 $7,451,971 $10,814,898 $331,955 Vanguard Vanguard Vanguard Life Life Intermediate Vanguard Strategy Strategy 1997 Income Conservative Term Windsor II Corporate ASSETS CONTINUED Fund Growth Fund Fund Fund Energen common stock Loans to participants Other investments $69,394 $437,773 $252,244 $4,036,175 Employer contributions receivable Employee contributions receivable 254 932 967 30,538 Interest and dividends receivable Due from other 936 34 12,549 funds Cash surrender value- life insurance Total assets $69,648 $439,641 $253,245 $4,079,262 LIABILITIES AND PARTICIPANTS' BALANCES Due to other funds Participants' $69,648 $439,641 $253,245 $4,079,262 balances Total liabilities and participants' $69,648 $439,641 $253,245 $4,079,262 balances Vanguard Vanguard International Life Strategy 1997 Growth Moderate Loan ASSETS CONTINUED Fund Growth Fund Fund Insurance Energen common stock Loans to participants $4,868,064 Other investments $2,454,055 $337,387 Employer contributions receivable Employee contributions receivable 16,704 3,445 Interest and dividends receivable 35,818 Due from other 9,267 1,290 funds Cash surrender value- life insurance $85,870 Total assets $2,480,026 $342,122 $4,903,882 $85,870 LIABILITIES AND PARTICIPANTS' BALANCES Due to other funds $146,970 Participants' $2,480,026 $342,122 4,756,912 $85,870 balances Total liabilities and participants' $2,480,026 $342,122 $4,903,882 $85,870 balances 9 6.Changes in Net Assets Available for Plan Benefits The allocation of changes in net assets available for plan benefits to the Plan's separate investment programs for the years ended December 31, 1998 and 1997 are as follows: Vanguard Energen Life Vanguard Strategy 1998 Consolidated Elimination Stock Growth Wellington ADDITIONS Totals Entries Fund Fund Fund Employer contributions $3,227,635 $3,227,635 Employee 5,181,373 427,272 $97,644 $539,092 contributions Interest and dividend income 4,629,171 1,826,227 28,658 596,954 Net appreciation (depreciation) in fair value of 3,156,420 (887,970) 102,405 (6,578) investment Increase in cash 10,904 surrender Other receipts 172,275 93 Transfer from other accounts 0 330,692 17,252 276,883 $(4,165,607) Total additions 16,377,778 (4,165,607) 4,923,949 245,959 1,406,351 DEDUCTIONS Distributions to participants 6,293,204 2,636,659 2,520 361,250 Insurance premiums 5,651 Fees and other distributions 733 Transfers to other accounts 0 (4,165,607) (385,894) 23,346 416,142 Total deductions 6,299,588 (4,165,607) 2,250,765 25,866 777,392 Net increase/decrease 10,078,190 0 2,673,184 220,093 628,959 Participants' balance beginning of year 98,721,800 0 56,061,719 624,375 4,878,088 Participants' balance end of year$108,799,990 $0 $58,734,903 $844,468 $5,507,047 Vanguard Vanguard Vanguard Vanguard Money Morgan Long Term Market Vanguard Small 1998 Growth Corporate Reserves 500 Index Capitaliza Prime tion ADDITIONS CONTINUED Fund Fund Portfolio Fund Index Fund Employer contributions Employee $416,084 $204,379 $910,840 $966,865 $50,213 contributions Interest and dividend income 447,414 101,488 379,231 211,353 25,070 Net appreciation (depreciation) in fair value of 601,938 2,481 2,883,274 (38,498) investment Increase in cash surrender Other receipts 376 Transfer from other accounts 199,761 61,960 362,676 441,764 13,433 Total additions 1,665,197 370,308 1,653,123 4,503,256 50,218 DEDUCTIONS Distributions to participants 299,021 67,565 649,690 753,843 33,804 Insurance premiums Fees and other distributions 733 Transfers to other accounts 372,093 106,884 294,523 618,158 34,726 Total deductions 671,114 174,449 944,213 1,372,001 69,263 Net 994,083 195,859 708,910 3,131,255 (19,045) increase/decrease Participants' balance beginning of year 4,922,150 1,129,918 7,451,971 10,814,898 331,955 Participants' balance end of year $5,916,233 $1,325,777 $8,160,881$13,946,153 $312,910 Vanguard Vanguard Vanguard Life Life Intermediate Vanguard Strategy Strategy Term 1998 Income Conservative Corporate Windsor II ADDITIONS CONTINUED Fund Growth Fund Fund Fund Employer contributions Employee $5,092 $11,900 $9,182 $1,177,931 contributions Interest and dividend income 5,263 26,138 5,558 497,431 Net appreciation (depreciation) in fair value of 2,778 42,584 4,067 172,030 investment Increase in cash surrender Other receipts Transfer from other accounts 99 10,571 345 181,485 Total additions 13,232 91,193 19,152 2,028,877 DEDUCTIONS Distributions to participants 265 63,282 196,668 371,283 Insurance premiums Fees and other distributions Transfers to other accounts (39,125) (39,545) (9,879) 302,728 Total deductions (38,860) 23,737 186,789 674,011 Net 52,092 67,456 (167,637) 1,354,866 increase/decrease Participants' balance beginning of year 69,648 439,641 253,245 4,079,262 Participants' balance end of year $121,740 $507,097 $85,608 $5,434,128 Vanguard Vanguard International Life Strategy 1998 Growth Moderate Loan ADDITIONS CONTINUED Fund Growth Fund Insurance Fund Employer contributions Employee $255,318 $109,561 contributions Interest and dividend income 40,517 19,634 $418,235 Net appreciation (depreciation) in fair value of 225,827 52,082 investment Increase in cash $10,904 surrender Other receipts 171,806 Transfer from other accounts 130,020 16,723 2,121,943 Total additions 651,682 198,000 2,711,984 10,904 DEDUCTIONS Distributions to participants 606,343 79,435 171,576 Insurance premiums 5,651 Fees and other distributions Transfers to other accounts 463,305 (35,520) 2,043,665 Total deductions 1,069,648 43,915 2,215,241 5,651 Net (417,966) 154,085 496,743 5,253 increase/decrease Participants' balance beginning of year 2,480,026 342,122 4,756,912 85,870 Participants' balance end of year $2,062,060 $496,207 $5,253,655 $91,123 Vanguard Energen Life Vanguard Strategy 1997 Consolidated Elimination Stock Growth Wellington ADDITIONS Totals Entries Fund Fund Fund Employer contributions $3,041,481 $3,041,481 Employee 3,444,204 329,208 $59,048 $435,794 contributions Interest and dividend income 4,364,801 1,661,879 24,919 405,604 Net appreciation (depreciation) in fair value of 17,109,970 12,983,496 78,323 498,922 investment Increase (decrease) in cash surrender (508) Other receipts (disbursements) (32) Transfer from other accounts 0 $(4,494,735) 279,068 25,750 253,818 Total additions 27,959,916 (4,494,735)18,295,132 188,040 1,594,138 DEDUCTIONS Distributions to participants 4,273,328 1,371,676 1,560 243,411 Insurance premiums 7,578 Fees and other distributions 1,168 Transfers to other accounts 0 (4,494,735) 1,809,228 (24,942) 388,823 Total deductions 4,282,074 (4,494,735) 3,180,904 (23,382) 632,234 Net 23,677,842 0 15,114,228 211,422 961,904 increase/decrease Participants' balance beginning of year 75,043,958 40,947,491 412,953 3,916,184 Participants' balance end of year $98,721,800 $0 $56,061,719 $624,375 $4,878,088 Vanguard Vanguard Vanguard Vanguard Money Morgan Long Term Market Vanguard Small 1997 Growth Corporate Reserves 500 Index Capitaliza Prime tion ADDITIONS CONTINUED Fund Fund Portfolio Fund Index Fund Employer contributions Employee $384,519 $129,738 $531,566 $842,261 $31,596 contributions Interest and dividend income 647,617 70,718 387,944 225,370 19,527 Net appreciation (depreciation) in fair value of 438,620 46,208 2,427,802 37,493 investment Increase (decrease) in cash surrender Other receipts (disbursements) Transfer from other accounts 225,426 69,914 372,105 481,934 12,381 Total additions 1,696,182 316,578 1,291,615 3,977,367 100,997 DEDUCTIONS Distributions to participants 71,873 47,796 1,524,567 437,726 95,500 Insurance premiums Fees and other distributions 1,168 Transfers to other accounts 129,728 60,764 (276,347) 781,309 (55,417) Total deductions 202,769 108,560 1,248,220 1,219,035 40,083 Net 1,493,413 208,018 43,395 2,758,332 60,914 increase/decrease Participants' balance beginning of year 3,428,737 921,900 7,408,576 8,056,566 271,041 Participants' balance end of year $4,922,150 $1,129,918 $7,451,971 $10,814,898 $331,955 Vanguard Vanguard Vanguard Life Life Intermediate Vanguard Strategy Strategy 1997 Income Conservative Term Windsor II Growth Corporate ADDITIONS CONTINUED Fund Fund Fund Fund Employer contributions Employee $947 $11,600 $8,411 $398,100 contributions Interest and dividend income 2,524 23,347 7,875 365,994 Net appreciation (depreciation) in fair value of 1,680 38,561 4,488 589,831 investment Increase (decrease) in cash surrender Other receipts (disbursements) Transfer from other accounts 11,309 333 183,917 Total additions 5,151 84,817 21,107 1,537,842 DEDUCTIONS Distributions to participants 532 3,933 114,990 Insurance premiums Fees and other distributions Transfers to other accounts (55,818) 3,303 (201,106) 119,167 Total deductions (55,286) 3,303 (197,173) 234,157 Net 60,437 81,514 218,280 1,303,685 increase/decrease Participants' balance beginning of year 9,211 358,127 34,965 2,775,577 Participants' balance end of year $69,648 $439,641 $253,245 $4,079,262 Vanguard Vanguard International Life Strategy 1997 Growth Moderate Loan ADDITIONS CONTINUED Fund Growth Fund Insurance Fund Employer contributions Employee $227,105 $54,311 contributions Interest and dividend income 105,063 14,829 $401,591 Net appreciation (depreciation) in fair value of (65,361) 29,907 investment Increase (decrease) in cash surrender $(508) Other receipts (disbursements) (32) Transfer from other accounts 144,022 17,887 2,416,871 Total additions 410,829 116,934 2,818,430 (508) DEDUCTIONS Distributions to participants 258,270 489 101,005 Insurance premiums 7,578 Fees and other distributions Transfers to other accounts (208,705) (53,117) 2,077,865 Total deductions 49,565 (52,628) 2,178,870 7,578 Net 361,264 169,562 639,560 (8,086) increase/decrease Participants' balance beginning of year 2,118,762 172,560 4,117,352 93,956 Participants' balance end of year $2,480,026 $342,122 $4,756,912 $85,870 10 Supplemental Schedules Energen Corporation Employee Savings Plan Item 27a - Schedule of Assets Held for Investment Purposes as of December 31, 1998 c. Description of Investment Including b.Identity of Issuer, Maturity Date, Rate e. Current Borrower, of Interest, a. Lessor, or Similar Collateral, Par, or d. Cost Value Party Maturity Value * Energen Corporation Common stock $ 34,802,047 $ 58,059,031 * W.L. Morgan Growth Mutual fund 4,565,042 5,887,717 Fund * Vanguard Index 500 Mutual fund 7,247,079 13,879,827 Portfolio * VMMR-Prime Portfolio Money market fund 8,111,874 8,111,874 * Wellington Fund Mutual fund 4,732,478 5,468,516 * VFISF-Corporate Bond Mutual fund 1,272,533 1,312,602 Fund * Windsor II Fund Mutual fund 4,485,211 5,395,101 * International Growth Mutual fund 1,653,187 2,047,759 Fund * Life Strategy Growth Mutual fund 621,274 838,982 Portfolio * Vanguard Index Small Mutual fund 310,108 308,196 Cap Portfolio * Life Strategy Income Mutual fund 118,286 120,814 Portfolio * Life Strategy Mutual fund 422,579 505,693 Conservative Growth * Intermediate-Term Mutual fund 82,681 84,235 Corporate Bond * Life Strategy Mutual fund 417,065 491,629 Moderate Growth * Loan Fund 7% to 11.5% 5,253,655 5,253,655 (participant loans) Cash surrender value 91,123 91,123 of life insurance $ 74,186,222 $107,856,754 * Represents party-in-interest 11 Energen Corporation Employee Savings Plan Item 27d - Schedule of Reportable Transactions for the year ended December 31, 1998 I. Single transactions exceeding 5% of assets. Schedule attached. NOTE: Information required in Columns e, f, and h is inapplicable. II. Series of transactions involving property other than securities. NONE III. Series of transactions of same issue exceeding 5% of assets. Schedule attached. NOTE: Information required in Columns e, f, and h is inapplicable. IV. Transaction in conjunction with same person involved in reportable single transactions. NONE 12 Energen Corporation Employee Savings Plan Item 27d - Schedule of Reportable Transactions for the year ended December 31, 1998 a.Identity b.Descrip- c. Purchases d. Sales g.Cost of i.Net Gain of Party tion Involved of Asset Price Number Price Number Asset (Loss) Energen Common $7,230,003 121 $3,738,695 157 $ 2,292,373 $1,446,322 Corpora- stock tion VMMR Money $3,224,855 155 $2,494,165 169 $ 2,494,165 $ 0 Prime market Portfolio 13 Consent of Independent Accountants We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 33-46641) of Energen Corporation of our report dated June 3,1999 relating to the financial statements and supplemental schedules of Energen Corporation Employee Savings Plan, which report is included in this Annual Report on Form 11-K. /s/ PricewaterhouseCoopers LLP Birmingham, Alabama June 25, 1999 -----END PRIVACY-ENHANCED MESSAGE-----