-----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, TUS4C9ywfOpWSGHsOYwVL0dk9kdxcY0yMz/1jlQsTHP12khzYtxsGNrdr4d1xmSo ktAmXG+0SGB/gQkiHS57Fg== 0000277595-06-000039.txt : 20061204 0000277595-06-000039.hdr.sgml : 20061204 20061204160334 ACCESSION NUMBER: 0000277595-06-000039 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20061204 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061204 DATE AS OF CHANGE: 20061204 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: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07810 FILM NUMBER: 061254319 BUSINESS ADDRESS: STREET 1: 605 RICHARD ARRINGTON JR BLVD N CITY: BIRMINGHAM STATE: AL ZIP: 35203-2707 BUSINESS PHONE: 2053262997 MAIL ADDRESS: STREET 1: 605 RICHARD ARRINGTON JR BLVD N CITY: BIRMINGHAM STATE: AL ZIP: 35203 FORMER COMPANY: FORMER CONFORMED NAME: ALAGASCO INC DATE OF NAME CHANGE: 19851002 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALABAMA GAS CORP CENTRAL INDEX KEY: 0000003146 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS DISTRIBUTION [4924] IRS NUMBER: 630022000 STATE OF INCORPORATION: AL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 002-38960 FILM NUMBER: 061254320 BUSINESS ADDRESS: STREET 1: 605 RICHARD ARRINGTON JR BLVD NORTH CITY: BIRMINGHAM STATE: AL ZIP: 35203 BUSINESS PHONE: 2053262742 MAIL ADDRESS: STREET 1: 605 RICHARD ARRINGTON JR BLVD NORTH CITY: BIRMINGHAM STATE: AL ZIP: 35203 8-K 1 enron1206.htm 8-K FOR ENERGEN AND ALABAMA GAS CORPORATION SECURITIES AND EXCHANGE COMMISSION

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 8-K
CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

 

Date of Report
December 4, 2006

 

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:

    1. Press Release dated December 4, 2006
    2. Non-GAAP Financial Measure

 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
ALABAMA GAS CORPORATION

December 4, 2006

By /s/ G. C. Ketcham

G. C. Ketcham
Executive Vice President, Chief Financial Officer and Treasurer of Energen Corporation and Alabama
Gas Corporation

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.

EX-99.1 2 enronexhibit991.htm EXHIBIT 99.1 For Immediate Release:

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. ― Energen Corporation (NYSE: EGN) announced today that Energen Resources Corporation, its oil and gas subsidiary, has sold its allowed $12.5 million Enron bankruptcy claim. The Company estimates that the sale of the claim will generate net income in 2006 of $6.7 million, or 9 cents per diluted share.

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.

EX-99.2 3 enronexhibit992.htm EXHIBIT 99.2

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.

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