Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

 

 

ENERGEN CORPORATION

(Name of Issuer)

COMMON STOCK, $0.01 PAR VALUE

(Title of Class of Securities)

29265N108

(CUSIP Number)

Keith Meister

Patrick J. Dooley, Esq.

Corvex Management LP

667 Madison Avenue

New York, NY 10065

(212) 474-6700

Jeffrey L. Kochian

Akin Gump Strauss Hauer & Feld LLP

One Bryant Park

New York, NY 10036

(212) 872-8069

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 14, 2017

(Date of Event Which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

 

 

*	The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

---

CUSIP No. 29265N108

 

1.		Name of Reporting Person:   CORVEX MANAGEMENT LP
2.		Check the Appropriate Box if a Member of a Group (See Instructions): (a)  ☐        (b)  ☒
3.		SEC Use Only:
4.		Source of Funds (See Instructions):   AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):  ☐
6.		Citizenship or Place of Organization:   DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With				7.		Sole Voting Power:   9,790,768
				8.		Shared Voting Power:   0
				9.		Sole Dispositive Power:   9,790,768
				10.		Shared Dispositive Power:   0

11.		Aggregate Amount Beneficially Owned by Each Reporting Person:   9,790,768
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):  ☐
13.		Percent of Class Represented by Amount in Row (11):   10.1%
14.		Type of Reporting Person (See Instructions):   PN, IA

 

---

CUSIP No. 29265N108

 

1.		Name of Reporting Person:   KEITH MEISTER
2.		Check the Appropriate Box if a Member of a Group (See Instructions): (a)  ☐        (b)  ☒
3.		SEC Use Only:
4.		Source of Funds (See Instructions):   AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):  ☐
6.		Citizenship or Place of Organization:   United States

Number of Shares Beneficially Owned by Each Reporting Person With				7.		Sole Voting Power:   9,790,768
				8.		Shared Voting Power:   0
				9.		Sole Dispositive Power:   9,790,768
				10.		Shared Dispositive Power:   0

11.		Aggregate Amount Beneficially Owned by Each Reporting Person:   9,790,768
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):  ☐
13.		Percent of Class Represented by Amount in Row (11):   10.1%
14.		Type of Reporting Person (See Instructions):   IN, HC

---

This Amendment No. 6 supplements the information set forth in the Schedule 13D filed by Corvex Management LP and Keith Meister with the United States Securities and Exchange Commission (the SEC) on May 31, 2017, as previously amended (the Schedule 13D), relating to the shares of common stock, par value $0.01 per share (the Shares), of Energen Corporation, an Alabama corporation (the Issuer). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Schedule 13D.

The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. The Schedule 13D is supplementally amended as follows.

Item 4. Purpose of Transaction

As previously stated in the Schedule 13D, as holders of 10% or more of the outstanding Shares, the Reporting Persons believe that Alabama law permits the Corvex Funds to cause the Issuer to call a special meeting of shareholders at which shareholders will be able to vote on matters proposed by the Reporting Persons, including proposals to increase the size of the Board to up to 15 directors, and to fill the vacancies created by such expansion with nominees proposed by the Reporting Persons.

On September 12, 2017, the Issuer filed a Complaint for Declaratory Judgment and Injunctive Relief and related documents in state court in Alabama seeking, among other things, an order that the Board of the Issuer has the sole right to determine the number of directors and that any vacancy resulting from an increase in the size of the Board can be filled by, and only by, the existing Board - in each case, to the exclusion of shareholders. The Reporting Persons believe they have the right to take the actions described above and will aggressively seek to enforce their right to take such actions.

In light of the filing of the litigation, the Reporting Persons sent a letter to the Board of the Issuer on September 14, 2017, which is attached hereto as Exhibit 9 and is incorporated herein by reference.

The Reporting Persons intend to review their investment in the Issuer on a continuing basis and may from time to time and at any time in the future depending on various factors, including, without limitation, the Issuers financial position and strategic direction, actions taken by the Board, price levels of the Shares, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, take such actions with respect to their investments in the Issuer as they deem appropriate, which may include further discussions with the Issuer regarding matters previously disclosed in this Schedule 13D, as amended, as well as seeking direct discussions with, and changes or additions to, the Board. These actions may include, without limitation: (i) acquiring additional Shares and/or other equity, debt, notes, other securities, or derivative or other instruments that are convertible into Shares, or are based upon or relate to the value of the Shares or the Issuer (collectively, Securities) in the open market or otherwise; (ii) disposing of any or all of their Securities in the open market or otherwise; (iii) engaging in any hedging or similar transactions with respect to the Securities; or (iv) proposing or considering one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D.

Item 7. Material to be Filed as Exhibits

Exhibit 9 Letter to the Board of Directors of Energen Corporation, dated September 14, 2017

---

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: September 14, 2017				CORVEX MANAGEMENT LP
				By:		/s/ Keith Meister
						Keith Meister
						Managing Partner
Date: September 14, 2017				KEITH MEISTER
				By:		/s/ Keith Meister
						Keith Meister