-----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, V3ONxjjQtTSAjzBDhiLNEfBx7oBgF9cjyqpAtlveGfdZLhGL+BgD0XM+dgVkNbgn WmtKmeTuzLHBKa5pz6SzKA== 0000277595-99-000003.txt : 19990301 0000277595-99-000003.hdr.sgml : 19990301 ACCESSION NUMBER: 0000277595-99-000003 CONFORMED SUBMISSION TYPE: U-3A-2 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980930 FILED AS OF DATE: 19990226 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: U-3A-2 SEC ACT: SEC FILE NUMBER: 069-00242 FILM NUMBER: 99552081 BUSINESS ADDRESS: STREET 1: 605 21ST STREET N CITY: BIRMINGHAM STATE: AL ZIP: 35203 BUSINESS PHONE: 2053262700 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 U-3A-2 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM U-3A-2 File No. 69-242 Statement by Holding Company Claiming Exemption Under Rule U-3A-2 from the Provisions of the Public Utility Holding Company Act of 1935 (the Act) To Be Filed Annually Prior to March 1 ENERGEN CORPORATION (Name of company) hereby files with the Securities and Exchange Commission (the Commission), pursuant to Rule 2, its statement claiming exemption as a holding company from the provisions of the Public Utility Holding Company Act of 1935, and submits the following information: 1. The claimant Energen Corporation, an Alabama corporation, is a holding company with the following direct and indirect subsidiaries. Unless otherwise noted, each subsidiary is an Alabama corporation: Alabama Gas Corporation is a natural gas distribution company and has the following subsidiary: Midtown NGV, Inc. is in the business of marketing natural gas as a vehicle fuel. Energen Resources Corporation is an oil and gas exploration and production company. Formerly named Taurus Exploration U.S.A., Inc., it is the surviving corporation of its September 30, 1998 merger with Taurus Exploration, Inc. Energen Resources Corporation has the following subsidiaries: Energen Resources MAQ, Inc., a Delaware corporation was acquired October 15, 1998 and is an oil and gas exploration and production company with the following subsidiary: Horse Creek Trading and Compression Company, a Delaware corporation, is in the business of gas gathering and compression. (Since Energen Resources MAQ, Inc. was acquired after the end of the 1998 fiscal year, neither it nor Horse Creek Trading and Compression Company is included in the attached consolidating financial statements.) Basin Pipeline Corp., which prior to September 30, 1998, was a direct subsidiary of Energen Corporation, is in the business of gathering and transporting natural gas and coalbed methane. Energen Resources TEAM, Inc. is an owner and operator of coalbed methane properties. EGN Services, Inc. is a wholesale distributor of gas appliances. American Heat Tech, Inc. has a passive investment in a company that owns certain high temperature combustion technology patents, licenses and royalty rights. A former subsidiary, Graves Well Drilling Company, Inc., was dissolved during the first quarter of fiscal 1998. The business address of the Claimant and each of its subsidiaries is: 605 21st Street North Birmingham, Alabama 35203-2707 2. Alabama Gas Corporation, one of the Claimant's subsidiaries, is a "gas utility company" under the provisions of Section 2(a)(4) of the Act and is regulated by the Alabama Public Service Commission. The properties of Alabama Gas Corporation consist primarily of gas distribution systems serving communities in central and northwest Alabama. Alabama Gas Corporation also owns facilities for the liquefaction, storage, and revaporization of liquid natural gas; warehouses; office buildings; and other miscellaneous equipment and prope rty. The Federal Power Commission (now Federal Energy Regulatory Commission), by order issued September 21, 1954 in Docket No. G-2575, has declared Alabama Gas Corporation to be exempt from the provisions of the Natural Gas Act, 15 U.S.C. 717 (c). Neither Claimant nor any of its subsidiaries other than Alabama Gas Corporation is a "gas utility company" under the provisions of Section 2(a)(4) of the Act. 3. The following is information for the last fiscal year with respect to Claimant and its subsidiary public utility company, Alabama Gas Corporation: a. Mcf of natural or manufactured gas distributed at retail: 44,785,000 Mcf. MCF of natural or manufactured gas transported on behalf of end users: 70,563,000 Mcf b. Mcf of natural or manufactured gas distributed at retail outside the State in which each such company is organized: None c. Mcf of natural or manufactured gas sold at wholesale outside the State in which such company is organized, or at the State line: None d. Mcf of natural or manufactured gas purchased outside the State in which each such company is organized or at the State line: 43,917,472 Mcf 4. The Claimant does not hold directly or indirectly any interest in an EWG or a foreign utility company. A consolidating statement of income and retained earnings of the Claimant and its subsidiary companies for the last fiscal year ended September 30, 1998, together with a consolidating balance sheet of Claimant and its subsidiary companies as of the close of such fiscal year is attached hereto as Exhibit A and made a part hereof. An EDGAR Financial Data Schedule is attached hereto as Exhibit B. Exhibit C with respect to an EWG or foreign utility company is not applicable to Claimant. The above-named Claimant has caused this statement to be duly executed on its behalf by its authorized officer on this 25 day of February, 1999. ENERGEN CORPORATION (Name of Claimant) By /s/ Wm. Michael Warren, Jr. Wm. Michael Warren, Jr. Its Chairman of the Board CORPORATE SEAL ATTEST: By /s/ J. David Woodruff, Jr. J. David Woodruff, Jr. Its Assistant Secretary Name, title and address of officer to whom notices and correspondence concerning this statement should be addressed: J. David Woodruff, Jr. Assistant Secretary 605 21st Street North Birmingham, Alabama 35203-2707 EX-1 2 Exhibit 1 ENERGEN CORPORATION Consolidating Statement of Income Year Ended September 30, 1998 Unaudited (in thousands of dollars) [CAPTION] Energen Alabama Energen EGN American Consolidated Elims Parent* Gas** Resources Service Heattech *** Operating Revenues Natural gas distribution $369,940 0 0 $369,940 0 0 0 Oil and gas production 134,099 0 0 0 $134,099 0 0 Other 661 0 0 0 661 0 0 Intercompany eliminations (2,073) ($2,073) 0 0 0 0 0 - ----------- -------- ------- ------ -------- -------- ----- ----- Total operation reveneus 502,627 (2,073) 0 369,940 134,760 0 0 Operating Expenses Cost of gas 174,051 (2,073) 0 176,124 0 0 0 Operations 138,766 0 $1,157 89,377 48,219 0 $13 Maintenance 9,610 0 0 9,520 90 0 0 Depreciation, depletion and amortization 80,999 0 0 25,153 55,846 0 0 Taxes, other than income taxes 37,716 0 0 28,103 9,613 0 0 taxes Total operating expenses 441,142 (2,073) 1,157 328,277 113,768 0 13 Operating 61,485 0 (1,157) 41,663 20,992 0 (13) income Other Income (Expense) Interest (30,001) 522 (134) (10,221) (20,130) ($38) 0 expense Dividends on preferred stock of subsidiary 0 0 0 0 0 0 0 Allowance for funds used during construction 400 0 0 400 0 0 0 Other, net 2,144 (522) 690 145 537 735 559 Total other income (27,457) 0 556 (9,676) (19,593) 697 559 (expense) Income Before Income 34,028 0 (601) 31,987 1,399 697 546 Taxes Income taxes (2,221) 0 (216) 11,400 (13,896) 258 233 Net Income 36,249 0 (385) 20,587 15,295 439 313 Retained Earnings @ Beginning of Period 112,356 (150,088) 112,356 106,894 43,319 1,478 (1,603) Less Common Stock Dividends (18,181) 7,276 (18,181) (7,276) 0 0 0 Net Income From Subsidiaries 0 (36,634) 36,634 0 0 0 0 Other (144) 0 (144) 0 0 0 0 Decreases Retained $130,280 ($179,446) $130,280 $120,205 $58,614 $1,917 ($1,290) Earnings @ End of Period * Includes $143,000 pre-tax gain on dissolution of Graves Well Drilling Co., Inc. ** Includes transactions and balances of its subsidiary Midtown NGV *** Includes transactions and balances of its affiliate Energen TEAM Inc. and of its subsidiary Basin Pipeline Corp.
ENERGEN CORPORATION Consolidating Balance Sheet September 30, 1998 Unaudited (in thousands of dollars) [CAPTION] Energen Alabama Energen EGN American Consolidated Elims Parent Gas ** Resources Services Heattech *** Property Plant and Equipment Utility Plant $632,165 $0 $0 $632,165 $0 $0 $0 Less: A/D 307,488 0 0 307,488 0 0 0 Utility 324,677 0 0 324,677 0 0 0 plant, net Oil & gas 516,040 0 0 0 516,040 0 0 properties Less: A/D 88,306 0 0 0 88,306 0 0 Oil and gas 427,734 0 0 0 427,734 0 0 properties, net Other 3,933 0 0 318 3,541 74 0 property, net Property,plant & equipment, net 756,344 0 0 324,995 431,275 74 0 Current Assets Cash 2,660 0 1,506 1,222 (188) 32 88 Temporary cash investments 100,571 0 99,822 0 0 200 549 Accounts 67,720 (48,944) 48,289 36,174 30,962 1,239 0 receivable Allowance for doubtful (3,547) 0 0 (3,482) 0 (65) 0 accounts Inventories 33,288 0 0 30,151 1,616 1,521 0 Deferred gas cost 1,774 0 0 1,774 0 0 0 Prepayments & other 3,418 0 45 2,112 1,289 (28) 0 Deferred taxes 12,569 778 0 10,470 1,321 0 0 Total current assets 218,453 (48,166) 149,662 78,421 35,000 2,899 637 Other assets Notes 281 0 0 0 281 0 0 receivable Deferred charges and other 18,377 (345,197) 328,520 4,733 30,708 0 (387) Total other assets 18,658 (345,197) 328,520 4,733 30,989 0 (387) Total Assets $993,455 ($393,363) $478,182 $408,149 $497,264 $2,973 $250 ** Includes transactions and balances of its subsidiary Midtown NGV *** Includes transactions and balances of its affiliate Energen TEAM Inc. and of its subsidiary Basin Pipeline Corp.
ENERGEN CORPORATION Consolidating Balance SHEET September 30, 1998 Unaudited (in thousands of dollars) [CAPTION] Energen Alabama Energen EGN American Consolidated Elims Parent Gas ** Resources Services Heattech *** Capitalization Common shareholders'equity Common stock $293 ($24) $293 $20 $2 $1 $1 Treasury stock (873) 0 (873) 0 0 0 0 Premium on capital stock 195,874 (154,870) 229,752 6,682 112,405 0 1,905 Capital surplus 2,802 (25,000) 0 27,802 0 0 0 Deferred compensation obligation 873 0 873 0 0 0 0 Retained earnings 130,280 (148,370) 99,204 120,205 58,614 1,917 (1,290) Total common shareholders' equity 329,249 (328,264) 329,249 154,709 171,021 1,918 616 Minority preferred stock 0 0 0 0 0 0 0 Long-term debt 372,782 0 0 119,650 253,132 0 0 Total capitalization 702,031 (328,264) 329,249 274,359 424,153 1,918 616 Current Liabilities LTD due in one year 7,209 0 0 5,350 1,859 0 0 Notes payable to banks 153,000 0 138,000 15,000 0 0 0 Accounts payable 33,533 (48,944) 0 25,955 55,792 1,018 (288) Accrued taxes 21,255 0 165 19,428 1,542 2 118 Customers' deposits 16,344 0 0 16,344 0 0 0 Amounts due customers 12,070 0 0 12,070 0 0 0 Accrued wages & benefits 15,299 0 10,554 4,217 443 85 0 Other 25,531 778 (14) 11,915 12,923 (54) (17) Total current liabilities 284,241 (48,166) 148,705 110,279 72,559 1,051 (187) Deferred Credits and Other Liabilities Deferred income taxes 0 (16,933) (28) 17,136 0 4 (179) Deferred investment tax credits 2,661 0 0 2,661 0 0 0 Other liabilities 4,522 0 256 3,714 552 0 0 Total deferred credits and other liabilities 7,183 (16,933) 228 23,511 552 4 (179) Total Capital & Liabilities $993,455 ($393,363) $478,182 $408,149 $497,264 $2,973 $250 ** Includes transactions and balances of its subsidiary Midtown NGV ***Includes transactions and balances of its affiliate Energen TEAM Inc. and its subsidiary Basin Pipeline Corp.
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