-----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, OnL7HoNf12oj7odZO1K5VyexPAmkz1dDZiaTr/9XzaJEHA4AZrN8xAj39XUFZ9Jk +akfvKYqGm2xsqCtGpu2mQ== 0001193125-08-063630.txt : 20080324 0001193125-08-063630.hdr.sgml : 20080324 20080324172005 ACCESSION NUMBER: 0001193125-08-063630 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20070331 FILED AS OF DATE: 20080324 DATE AS OF CHANGE: 20080324 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: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 002-38960 FILM NUMBER: 08707690 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 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: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-07810 FILM NUMBER: 08707688 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 10-Q/A 1 d10qa.htm AMENDMENT NO. 1 TO 10-Q FILED ON MARCH 31, 2007 Amendment No. 1 to 10-Q filed on March 31, 2007

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

 

 

 

FORM 10-Q/A

Amendment No. 1

 

x

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

    

EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2007

OR

 

¨

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

    

EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM              TO             

 

 

 

Commission

File Number

  

Registrant

   State of
Incorporation
   IRS Employer
Identification
Number

1-7810

  

Energen Corporation

   Alabama    63-0757759

2-38960

  

Alabama Gas Corporation

   Alabama    63-0022000

605 Richard Arrington Jr. Boulevard North

Birmingham, Alabama 35203-2707

Telephone Number 205/326-2700

http://www.energen.com

Alabama Gas Corporation, a wholly owned subsidiary of Energen Corporation, meets the conditions set forth in General Instruction H(1)(a) and (b) of Form 10-Q and is therefore filing this Form with reduced disclosure format pursuant to General Instruction H(2).

Indicate by a check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. YES  x    NO  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer (as defined in Rule 12b-2 of the Act).

 

Energen Corporation    Large accelerated filer  x    Accelerated filer  ¨    Non-accelerated filer  ¨
Alabama Gas Corporation    Large accelerated filer  ¨    Accelerated filer  ¨    Non-accelerated filer  x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

Energen Corporation

  

YES  ¨

  

NO  x

Alabama Gas Corporation

  

YES  ¨

  

NO  x

Indicate the number of shares outstanding of each of the issuers’ classes of common stock, as of May 1, 2007

 

Energen Corporation

   $0.01 par value    71,732,070 shares

Alabama Gas Corporation

   $0.01 par value      1,972,052 shares

 

 

 


This amendment to the Form 10-Q of Energen Corporation and Alabama Gas Corporation (Alagasco) for the quarterly period ended March 31, 2007 is to provide separate certifications for Energen and Alagasco and to amend certain language with respect to Alagasco to conform to Item 601(b)(31) of Regulation S-K.

PART II. OTHER INFORMATION

 

 

ITEM 6.

EXHIBITS

31(a)—Section 302 Certificate required by Rule 13a-14(a) or Rule 15d-14(a)

31(b)—Section 302 Certificate required by Rule 13a-14(a) or Rule 15d-14(a)

31(c)—Section 302 Certificate required by Rule 13a-14(a) or Rule 15d-14(a)

31(d)—Section 302 Certificate required by Rule 13a-14(a) or Rule 15d-14(a)

 


SIGNATURES

Pursuant to the requirements of the Securities and 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

    March 24, 2008         By  

/s/ James T. McManus II

     

James T. McManus II

     

Chairman, Chief Executive Officer and

     

President of Energen Corporation;

     

Chairman and Chief Executive Officer of

     

Alabama Gas Corporation

March 24, 2008     By  

/s/ Charles W. Porter, Jr.

     

Charles W. Porter, Jr.

     

Vice President, Chief Financial Officer

     

and Treasurer of Energen Corporation

     

and Alabama Gas Corporation

March 24, 2008     By  

/s/ Paula H. Rushing

     

Paula H. Rushing

     

Vice President-Finance

of Alabama Gas Corporation

 

EX-31.(A) 2 dex31a.htm SECTION 302 CERTIFICATION OF CEO Section 302 Certification of CEO

CERTIFICATION

   Exhibit 31(a)

I, James T. McManus II., certify that:

 

1.

I have reviewed this quarterly report on Form 10-Q of Energen Corporation;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15(d)-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

 

  a)

All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

  b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

    March 24, 2008         By  

/s/ James T. McManus II

      James T. McManus II
     

Chairman, Chief Executive Officer and President

of Energen Corporation

 

 

 

EX-31.(B) 3 dex31b.htm SECTION 302 CERTIFICATION OF CFO Section 302 Certification of CFO

CERTIFICATION

   Exhibit 31(b)

I, Charles W. Porter, Jr., certify that:

 

1.

I have reviewed this quarterly report on Form 10-Q of Energen Corporation;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15(d)-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

 

  a)

All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

  b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

    March 24, 2008         By  

/s/ Charles W. Porter, Jr.

     

Charles W. Porter, Jr.

     

Vice President, Chief Financial Officer and

     

Treasurer of Energen Corporation

 

EX-31.(C) 4 dex31c.htm SECTION 302 CERTIFICATION OF CEO Section 302 Certification of CEO

CERTIFICATION

   Exhibit 31(c)

I, James T. McManus II., certify that:

 

1.

I have reviewed this quarterly report on Form 10-Q of Alabama Gas Corporation;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15(d)-15(e)) for the registrant and have:

 

  a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  c)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

 

  a)

All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

  b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

    March 24, 2008         By  

/s/ James T. McManus II

      James T. McManus II
     

Chairman and Chief Executive Officer

of Alabama Gas Corporation

 

 

 

EX-31.(D) 5 dex31d.htm SECTION 302 CERTIFICATION OF CFO Section 302 Certification of CFO

CERTIFICATION

   Exhibit 31(d)

I, Charles W. Porter, Jr., certify that:

 

1.

I have reviewed this quarterly report on Form 10-Q of Alabama Gas Corporation;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15(d)-15(e)) for the registrant and have:

 

  a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  c)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

 

  a)

All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

  b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

    March 24, 2008         By  

/s/ Charles W. Porter, Jr.

     

Charles W. Porter, Jr.

     

Vice President, Chief Financial Officer and Treasurer

     

of Alabama Gas Corporation

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