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
October 3, 2003

 

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)

 





ITEM 5. OTHER EVENTS

On October 3, 2003, Energen Corporation, an Alabama corporation (the "Registrant"), formally established a series of notes captioned 5% Notes due October 1, 2013 under an Officers' Certificate pursuant to Section 301 of that certain Indenture with The Bank of New York, as Trustee, dated September 1, 1996 (the "Indenture"). The aggregate principal amount of notes offered was $50,000,000. The closing of the offering of the Notes took place on October 3, 2003. The Registrant had previously filed a registration statement on Form S-3, registration number 333-43245, with the Securities and Exchange Commission on December 24, 1997 (the "Original Filing"), filed a Post-Effective Amendment No. 1 to the Original Filing on April 24, 2003 (the "Amendment" and, together with the Original Filing, the "Registration Statement"), and filed a final prospectus supplement pursuant to Rule 424(b)(5) of the Securities Act of 1933, as amended, on October 2, 2003 which specified the terms of the Notes. This Current Report on Form 8-K is being filed to incorporate by reference into the Registration Statement the Underwriting Agreement and Officers' Certificate pursuant to Section 301 of the Indenture. Copies of the Underwriting Agreement, Officers' Certificate and Form of Note are attached as exhibits to this Current Report on Form 8-K.

 

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
  1. Exhibits

1     Underwriting Agreement dated September 30, 2003, between Energen Corporation as issuer and Merrill Lynch, Pierce, Fenner & Smith Incorporated as representive of the underwriters named therein.

4 Officers' Certificate Pursuant to Section 301 of the Indenture - 5% Notes due October 1, 2013 with attached Form of Note.

99     Press Release dated October 3, 2003.

 

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

October 3, 2003

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

     

1

  

Underwriting Agreement dated September 30, 2003, among Energen Corporation as issuer and Merrill Lynch, Pierce, Fenner & Smith Incorporated as representive of the underwriters named therein.
     

4

  

Officers' Certificate Pursuant to Section 301 of the Indenture - 5% Notes due October 1, 2013 with attached Form of Note.
     

99

*

Press Release dated October 3, 2003

 

* This exhibit is furnished to, but not filed with, the Commission by inclusion herein.