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UNITED STATES FORM 8-K Pursuant to Section 13 or 15(d) of Date of Report Commission IRS Employer File State of Identification Number Registrant Incorporation Number 1-7810 Energen Corporation Alabama 63-0757759 2-38960 Alabama Gas Corporation Alabama 63-0022000 605 Richard Arrington Jr. Boulevard North Birmingham, Alabama 35203 (Address of principal executive offices) (Zip Code) (205) 326-2700 (Registrant's telephone number including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 7.01 Regulation FD Disclosure On December 4, 2006, Energen Corporation announced the sale of its $12.5 million Enron bankruptcy claim. Additionally, the Company reaffirmed its 2006 earnings guidance. The press release is attached as Exhibit 99.1. A Non-GAAP financial measure used in the press release is reconciled to the corresponding GAAP measure in Exhibit 99.2. ITEM 9.01 Financial Statements and Exhibits (c) Exhibits. The following exhibits are furnished as part of this Current Report on Form 8-K. Exhibit Number: SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ENERGEN CORPORATION December 4, 2006 By /s/ G. C. Ketcham G. C. Ketcham EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION 99.1 * Press Release dated December 4, 2006 99.2 * Non-GAAP Financial Measure * This exhibit is furnished to, but not filed with, the Commission by inclusion herein. EXHIBIT 99.1 For Immediate Release: Contacts: Julie S. Ryland Monday, December 4, 2006 205.326.8421 Energen Sells Enron Bankruptcy Allowed Settlement Claim 2006 EPS Impact Estimated to be $.09 per Diluted Share BIRMINGHAM, Ala.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
the Securities Exchange Act of 1934
December 4, 2006
ALABAMA GAS CORPORATION
Executive Vice President, Chief Financial Officer and Treasurer of Energen Corporation and Alabama
Gas Corporation
The Company reaffirmed its 2006 earnings guidance range of $3.10-$3.30 per diluted share (non-GAAP), noting that the Enron settlement is expected to place Energen's 2006 earnings toward the middle of this range. Excluded from the earnings guidance is a significant 4th quarter gain from the previously announced sale of one-half of Energen Resources' acreage position in Alabama shales (For full reconciliation to GAAP, see Form 8-K filed by Energen with the Securities and Exchange Commission on Monday, December 4, 2006).
Energen Corporation is a diversified energy holding company with headquarters in Birmingham, AL. Its two lines of business are the acquisition and development of domestic, onshore natural gas, oil and NGL reserves and natural gas distribution in central and north Alabama. Energen Resources has approximately 1.7 trillion cubic feet equivalent of proved reserves in the San Juan, Permian and Black Warrior basins and in the North Louisiana/East Texas area. More information is available at
www.energen.com.This release contains statements expressing expectations of future plans, objectives and performance that constitute forward-looking statements made pursuant to the Safe Harbor provision of the Private Securities Litigation Reform Act of 1995. Except as otherwise disclosed, the Company's forward-looking statements do not reflect the impact of possible or pending acquisitions, divestitures or restructurings. We undertake no obligation to correct or update any forward-looking statements, whether as a result of new information, future events or otherwise. All statements based on future expectations rather than on historical facts are forward-looking statements that are dependent on certain events, risks and uncertainties that could cause actual results to differ materially from those anticipated. In addition, the Company cannot guarantee the absence of errors in input data, calculations and formulas used in its estimates, assumptions and forecasts. A more complete discu ssion of risks and uncertainties that could affect future results of Energen and its subsidiaries is included in the Company's periodic reports filed with the Securities and Exchange Commission.
EXHIBIT 99.2
Non-GAAP Financial Measure
The United States Securities and Exchange Commission requires public companies, such as Energen, to reconcile Non-GAAP (GAAP refers to generally accepted accounting principles) financial measures to related GAAP measures. Adjusted earnings per diluted share is a Non-GAAP financial measure. During the fourth quarter of 2006, the Company plans on recognizing the sale of a 50 percent interest in its lease position in various shale plays in Alabama to Chesapeake Energy Corporation (Chesapeake). This transaction is a non-recurring event. Accordingly, the Company believes that adjusted earnings per diluted share provides critical information to users of the financial statements concerning the Company's core operations.
2005 Actual |
2006 Estimated Range |
||||
Earnings per diluted share (GAAP) |
$ 2.35 |
$ 3.57 |
- |
$ 3.77 |
|
Chesapeake lease position sale |
0.47 |
- |
0.47 |
||
Adjusted earnings per diluted share (Non-GAAP) |
$ 3.10 |
- |
$ 3.30 |
||
This estimate is a "forward-looking statement" as defined by the Securities and Exchange Commission. All statements based on future expectations rather than on historical facts are forward-looking statements that are dependent on certain events, risks and uncertainties that could cause actual results to differ materially from those anticipated. In addition, the Company cannot guarantee the absence of errors in input data, calculations and formulas used in its estimates, assumptions and forecasts. A discussion of risks and uncertainties, which could affect future results of Energen and its subsidiaries, is included in the Company's periodic reports filed with the Securities and Exchange Commission.