<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 16, 1994
REGISTRATION NO.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ATMOS ENERGY CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
TEXAS 751743247
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
5430 LBJ FREEWAY, SUITE 1800, DALLAS, TEXAS 75240
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
----------------
DON E. JAMES, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
5430 LBJ FREEWAY, SUITE 1800
DALLAS, TEXAS 75240
(NAME, SDDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT OF SERVICE)
PLEASE SEND COPIES OF ALL COMMUNICATIONS TO:
DAN BUSBEE, ESQ.
LOCKE PURNELL RAIN HARRELL
(A PROFESSIONAL CORPORATION)
2200 ROSS AVENUE, SUITE 2200
DALLAS, TEXAS 75201
(214) 740-8000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time to
time after the effective date of this Registration Statement.
If the only securities being registered on this Form are to be offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than the securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
Pursuant to Rule 429 of the Securities Act of 1933, the prospectus contained
in this registration statement relates to securities previously registered on
November 18, 1993 on Form S-3, Registration No. 33-70212.
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission acting pursuant to said section 8(a),
may determine.
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM
OFFERING AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE PRICE PER OFFERING REGISTRATION
TO BE REGISTERED REGISTERED SHARE(1) PRICE(1) FEE(1)
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<S> <C> <C> <C> <C>
Common Stock, no par value....... 700,000 shares $3,729.68
</TABLE>
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(1)This registration statement, pursuant to Rule 429, relates to securities
previously registered and no new shares are being registered hereby. The stated
registration fee was paid at the time of the previous registration; therefore,
no registration fee is due.
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<PAGE>
ATMOS ENERGY CORPORATION
CROSS REFERENCE SHEET SHOWING LOCATION IN PROSPECTUS OF INFORMATION REQUIRED BY
ITEMS IN FORM S-3.
<TABLE>
<CAPTION>
FORM S-3 CAPTION OR SUBCAPTION LOCATION IN PROSPECTUS
-------- --------------------- ----------------------
<C> <S> <C>
1. Forepart of Registration
Statement and Outside Front
Cover Page of Prospectus...... Outside Front Cover of Prospectus
2. Inside Front and Outside Back Available Information; Incorporation
Cover Pages of Prospectus..... of Certain Documents by Reference;
Outside Back Cover of Prospectus
3. Summary Information, Risk
Factors and Ratio of Earnings
to Fixed Charges.............. The Company; Inapplicable
4. Use of Proceeds................ Use of Proceeds
5. Determination of Offering
Price......................... Inapplicable
6. Dilution....................... Inapplicable
7. Selling Security Holders....... Inapplicable
8. Plan of Distribution........... Plan of Distribution
9. Description of Securities to be Incorporation of Certain Documents
Registered.................... by Reference
10. Interests of Named Experts and
Counsel....................... Experts; Legal Opinion
11. Material Changes............... Incorporation of Certain Documents
by Reference
12. Incorporation of Certain
Information by Incorporation of Certain Documents
Reference..................... by Reference
13. Disclosure of Commission
Position on Indemnification
for Securities Act
Liabilities................... Indemnification
</TABLE>
<PAGE>
PROSPECTUS
LOGO
ATMOS ENERGY CORPORATION
DIRECT STOCK PURCHASE PLAN
Atmos Energy Corporation (the "Company"), as a service to registered holders
of its common stock (the "Common Stock"), customers and other investors, hereby
offers a Direct Stock Purchase Plan (the "Plan"). The Plan is designed to
provide investors with a convenient and economical way to purchase shares of
Common Stock and to reinvest all or a portion of their cash dividends in
additional shares of Common Stock. No service fee or brokerage commissions will
be charged to participants for purchases made under the Plan.
Participants in the Plan may:
. Automatically reinvest cash dividends on all or a portion of the
shares of Common Stock registered in their name and on all shares held
in Plan accounts at a 3% discount from current market prices.
. Invest in Common Stock of the Company at current market prices by
making voluntary cash payments (the "Voluntary Cash Payments") of at
least $25 up to a maximum of $100,000 each calendar year.
. Deposit share certificates for safekeeping.
. Make automatic monthly investments by electronic funds transfer from
their bank account.
. Establish an Individual Retirement Account ("IRA") and contribute or
roll over amounts to the IRA through a Plan account.
The First National Bank of Boston is administrator of the Plan and acts as
agent for participants ("Agent" or "Bank of Boston"). As Agent it will use
dividends and Voluntary Cash Payments received from participants to acquire
shares of Common Stock for the account of participants through the Plan.
Individuals who are not shareholders may make initial investments of at least
$200 and not more than $100,000 ("Initial Investments") and the Agent will
purchase shares of Common Stock through the Plan at current market prices. The
Agent may purchase shares on the open market or may purchase original issue
shares from the Company.
This prospectus (the "Prospectus") relates to 700,000 authorized shares of
the Company's Common Stock offered for purchase under the Plan and should be
retained for future reference. The Company's Common Stock is presently traded
on the New York Stock Exchange.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
----------------
The date of this Prospectus is , 1994.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act"), and in accordance therewith files
reports, proxy and information statements and other information with the
Securities and Exchange Commission (the "Commission"), which may be inspected
and copied at the public reference facilities maintained by the Commission at
450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and at the following
regional offices of the Commission: New York Office (7 World Trade Center,
Fourteenth Floor, New York, New York 10048) and Chicago Office (Northwestern
Atrium Center, 500 W. Madison St., Suite 1400, Chicago, Illinois 60621-2511).
Copies of such materials also can be obtained from the Public Reference Section
of the Commission, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549,
at prescribed rates.
The Company's securities are listed on the New York Stock Exchange, and
reports, proxy statements and other information concerning the Company can be
inspected at the offices of the New York Stock Exchange, Room 401, 20 Broad
Street, New York, New York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have heretofore been filed by the Company with
the Commission pursuant to the Exchange Act, are incorporated herein by
reference and are deemed to be a part hereof:
(a) Annual Report on Form 10-K for the fiscal year ended September 30,
1994 which contains financial statements which have been restated to give
effect to the acquisition of Greeley Gas Company.
(b) A description of the capital stock of the Company contained in the
prospectus filed pursuant to Rule 424 under the Securities Act of 1933 as
contained in the registration statement on Form S-4 bearing Commission
registration number 33-67098, filed with the Commission on August 9, 1993,
including any amendment or report filed by the Company under the Exchange
Act for the purpose of updating such prospectus.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering of the Common Stock offered hereby also shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of such documents.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon the written or oral request of any such person, a
copy of any or all of the foregoing documents incorporated
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<PAGE>
herein by reference (other than exhibits to such documents). Such requests
should be directed to: Atmos Energy Corporation, 1800 Three Lincoln Centre,
5430 LBJ Freeway, Dallas, Texas 75240, Attention: Shareholder Relations.
THE COMPANY
Atmos Energy Corporation is the issuer of the Common Stock referred to
herein. The Company's principal executive office is located at 1800 Three
Lincoln Centre, 5430 LBJ Freeway, Dallas, Texas 75240, and its telephone number
is (214) 934-9227.
The Company is engaged in the distribution and sale of natural gas to
residential, commercial, industrial, agricultural, and other customers in
approximately 400 cities, towns and communities in parts of Texas, Louisiana,
Kentucky, Colorado, Kansas, and Missouri.
THE OFFERING
This Prospectus relates to 700,000 authorized shares of the Company's Common
Stock offered for purchase under the Plan by shareholders of record, customers
and other investors through the reinvestment of dividends, Voluntary Cash
Payments of at least $25 and not more than $100,000 per calendar year, and
Initial Investments of at least $200 and not more than $100,000.
Shares purchased with reinvested dividends are offered at a 3% discount from
current market prices. Such discount has not been changed since the inception
of the discount and could be adjusted by the Company depending upon the number
of shares purchased under the Plan and the willingness of the Company to
continue to offer the discount at the current level. There is no maximum number
of shares or dollar amount of dividend reinvestment under the Plan.
There is no discount applicable to shares purchased with Voluntary Cash
Payments or Initial Investments. Such shares are purchased at current market
prices. No more than $100,000 of Voluntary Cash Payments may be made by a
participant during each calendar year and a non-shareholder may not make an
Initial Investment of more than $100,000. However, after an Initial Investment
is made, a participant is allowed to make Voluntary Cash Payments up to
$100,000 during the next calendar year.
The discount on shares purchased with reinvested dividends and the absence of
a maximum on dividend reinvestment may provide an incentive for certain persons
to enter into transactions that would allow them to acquire shares prior to a
dividend record date, reinvest at the discounted purchase price and resell the
shares in order to capture the discount. The Company has not experienced nor
does it expect significant
3
<PAGE>
activity of such nature. Any person engaging in such transactions may be
considered to be an underwriter within the meaning of section 2(11) of the
Securities Act of 1933. The Company has not entered into any arrangement,
either formal or informal, with any person to engage in such transactions.
PLAN OF DISTRIBUTION
The Common Stock being offered hereby is offered pursuant to a dividend
reinvestment and direct stock purchase plan, the terms of which provide for the
purchase by the Agent of some shares of Common Stock on the open market or
direct from the Company, at the Company's discretion. Atmos pays all fees,
commissions and expenses incurred in connection with the Plan including the
annual administrative fee.
THE PLAN
The following is a question and answer statement of the provisions of the
Direct Stock Purchase Plan:
PURPOSE AND ADVANTAGE
1. What is the purpose of the Plan?
The purpose of the Plan is to provide to Company shareholders, customers and
other investors a simple, convenient and economical way to accumulate and
increase their investment in Common Stock and to reinvest all or a portion of
their cash dividends in additional shares of Common Stock.
2. What are some of the advantages of the Plan?
--Participants have the opportunity to reinvest cash dividends on all or a
portion of the shares of Common Stock registered in their names and on all
shares held in Plan accounts at a 3% discount from current market prices.
--Participants in the Plan may purchase additional shares of Common Stock at
100% of market price by making Voluntary Cash Payments of at least $25 up to
$100,000 per calendar year. Voluntary Cash Payments may be made by check, money
order or electronic funds transfer from a predesignated U.S. checking or
savings account.
--Persons who are not already shareholders may purchase the Company's Common
Stock at 100% of market price and become a participant in the Plan by making an
Initial Investment of at least $200 and not more than $100,000.
--All shares of Common Stock are purchased under the Plan without charge to
Plan participants or any service fees or brokerage commissions.
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<PAGE>
--The Plan offers a "safekeeping" service whereby shareholders of record may
deposit their Common Stock certificates with the Agent and have their ownership
of such Common Stock maintained on the Agent's records as part of their Plan
account.
--An IRA may be established or rolled over from an existing IRA through the
Plan.
--Participants may direct the Agent to transfer, at any time and at no cost
to the participant, all or a portion of the participant's shares held under the
Plan to another person. (Gift certificates are available from the Agent)
--Statements of account are mailed to participants after any investment
activity in the participant's account.
DISADVANTAGES OF THE PLAN
3. What are some of the disadvantages of the Plan?
By not receiving cash dividends, but instead having Common Stock purchased
for their accounts, participants must bear the market risk associated with the
Common Stock. Also, participants have no control over the price at which the
Common Stock is purchased or sold for their accounts.
ADMINISTRATION
4. Who administers the Plan?
Bank of Boston administers the Plan, purchases and holds shares of Common
Stock acquired under the Plan, maintains records, and sends statements of
account activity to participants. All Enrollment Authorization Forms (as
described in Question No. 7), Voluntary Cash Payments, Initial Investments,
notices of withdrawal and all other matters and communications related to the
Plan should be addressed to:
ATMOS Energy Corporation
c/o Bank of Boston
Dividend Reinvestment Department
Mail Stop: 45-01-06
P. O. Box 1681
Boston, MA 02105-1681
PLEASE MENTION ATMOS ENERGY CORPORATION IN ALL CORRESPONDENCE AND PROVIDE
YOUR PLAN ACCOUNT NUMBER AND/OR SOCIAL SECURITY NUMBER.
Participants may also telephone the Agent at (617) 575-3100 or Toll Free at
(800) 736-3001 or may call Atmos Toll Free at (800) 382-8667.
PARTICIPATION
5. Who is eligible to participate in the Plan?
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Any person or entity, whether or not a holder of record of Common Stock, is
eligible to join the Plan, provided that (a) such person or entity fulfills the
prerequisites for participation described below under "Enrollment Procedures",
and (b) in the case of citizens or residents of a country other than the United
States, its territories, and possessions, participation would not violate local
laws applicable to the Company or the participant.
Participants in the Company's Employee Stock Ownership Plan ("ESOP") are not
eligible to participate through the ESOP; provided, however, that ESOP
participants who are also shareholders of record are eligible to participate in
the Plan with respect to shares held outside the ESOP, or they may join the
Plan by making an Initial Investment.
ENROLLMENT PROCEDURES
6. How does a person participate in the Plan?
(a) Shareholders of record--After being furnished a copy of the
Prospectus, record holders of Common Stock may join the Plan by completing
and signing an enrollment authorization form (the "Enrollment Authorization
Form") and returning it to the Agent (See Question No. 7).
(b) Beneficial Owners--A beneficial owner whose shares are registered in
a name other than his or her own (for example, in the name of a broker or
bank nominee) may participate by making arrangements with his or her broker
or bank to participate on his or her behalf through the Depository Trust
Company Dividend Reinvestment Service. Brokers and nominees owning Company
Common Stock at Depository Trust Company may participate in the Plan
through such service.
(c) Persons not presently owners of shares of Common Stock--After being
furnished a copy of the Plan Prospectus, a person not presently owning
Common Stock may enroll in the Plan by completing and returning to the
Agent an Initial Investment Form, and making an Initial Investment in the
form of a check or money order in an amount not less than $200 or more than
$100,000. (see Questions No. 7 and 14).
(d) Establishment or rollover of an IRA--Individuals may use the Plan to
establish an IRA and to make contributions to the IRA or to roll over an
existing IRA or other qualified plan distribution (see Question No. 20).
7. What do the Enrollment Authorization Form and the Initial Investment Form
provide?
The Enrollment Authorization Form provides for the purchase of additional
shares of Common Stock of the Company by a shareholder of record through the
following investment options:
"Full Dividend Reinvestment"--The Agent will apply all cash dividends on all
shares then or subsequently registered in a participant's name, together with
any Voluntary Cash Payments, toward the purchase of additional Common Stock.
6
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"Partial Dividend Reinvestment"--Except as to those shares for which the
participant specifies on the Enrollment Authorization Form he or she is to
receive cash dividends, the remaining shares will be subject to dividend
reinvestment, together with any Voluntary Cash Payments, toward the purchase of
additional Common Stock.
"Voluntary Cash Payments Only"--The participant will continue to receive cash
dividends on shares registered in his or her name in the usual manner, and the
Agent will apply such Voluntary Cash Payments received toward the purchase of
additional Common Stock. Shares purchased with Voluntary Cash Payments will be
held in the participant's Plan account unless otherwise directed, and dividends
paid on such Shares will be fully reinvested.
The Initial Investment Form allows a person who is not a shareholder of
record to purchase Common Stock with a minimum $200 payment up to a maximum of
$100,000 and thereby become a participant in the Plan. The form contains the
required certification as to backup withholding and specifies that all
dividends on shares held in the participant's account will be reinvested
pursuant to the terms of the Plan.
If, after a participant's account has been established, the participant
wishes to receive cash dividends on Plan shares, the participant may request in
writing that certificates be issued and that all or a portion of dividends on
such shares be paid directly to the participant.
8. When may a person join the Plan?
Shareholders of record may join the Plan at any time by completing an
Enrollment Authorization Form and mailing it to the Agent. Non-shareholders may
enroll in the Plan at any time by making an Initial Investment; provided,
however, that any payment received as an Initial Investment without a properly
completed Initial Investment Form will be returned and no action will be taken.
Once in the Plan, such participant will remain a participant until he or she
discontinues participation. If an Enrollment Authorization Form requesting
reinvestment of dividends is received by the Agent on or before the record date
for a dividend payment, that dividend payment will be applied toward purchase
of Common Stock. Record dates are ordinarily about the 25th day of February,
May, August and November.
If an Enrollment Authorization Form is received from a shareholder after the
record date established for a particular dividend, the reinvestment of
dividends will begin on the dividend payment day following the next record date
if such shareholder is still a holder of record.
PURCHASES AND PRICE OF SHARES
9. What is the source of Common Stock purchased under the Plan?
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Shares of Common Stock will be, at the Company's discretion, purchased either
directly from the Company, in which event such shares will be either authorized
but unissued shares or shares held by the Company as treasury stock, or on the
open market, or by combination of the foregoing.
10. When will shares be purchased under the Plan?
Purchases made directly from the Company will be made on the relevant
Investment Date (as defined in the next paragraph). Purchases on the open
market will begin on the Investment Date and will be completed no later than 30
days from such date except where completion at a later date is necessary or
advisable under any applicable federal securities laws. Such purchases may be
made on the New York Stock Exchange or any other securities exchange where such
shares are traded, in the over-the-counter market or by negotiated transactions
and may be subject to such terms with respect to price, delivery and other
terms as the Agent may agree. Neither the Company nor any participant shall
have any authority or power to direct the time or price at which shares may be
purchased, or the selection of the broker or dealer through or from whom
purchases are to be made. When shares are purchased on the open market,
participants become owners of shares as of the date of settlement and the
reports sent to participants will reflect such settlement date. (See Question
No. 17)
There are at least four (4) Investment Dates each month. The Investment Dates
will be the first business day of each week, except for any week which contains
a dividend payment date, in which event the dividend payment date will become
the Investment Date; provided, however, that if the dividend payment date is on
a Friday, the Investment Date will be the following Monday. If, however, an
Investment Date falls on a date on which the New York Stock Exchange is closed,
the first succeeding day on which the New York Stock Exchange is open will be
the Investment Date.
11. What will be the price to the participant of shares purchased under the
Plan?
The price to the participant of shares purchased under the Plan with
reinvested dividends will be 97% of the average price. Purchases of stock made
with Voluntary Cash Payments and Initial Investments will be made at 100% of
the average price. In the case of purchases from the Company of Common Stock,
the average price is determined by averaging the high and low sales prices of
Common Stock as reported on the New York Stock Exchange-Composite Transactions
on the relevant Investment Date. If no trading in Company Common Stock occurs
on the New York Stock Exchange on the relevant Investment Date, the purchase
price per share will be determined by averaging the high and low sales prices
per share on the trading day immediately preceding the Investment Date and the
trading day immediately following the Investment Date.
In the case of purchases of Common Stock on the open market, the average
price will be the weighted average purchase price of shares purchased for the
relevant Investment Date.
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12. How many shares of Common Stock will be purchased for participants?
The number of shares to be purchased depends on the amount of the
participant's dividends, if any, and any Voluntary Cash Payments or Initial
Investments received by the Agent. Each participant's account will be credited
with the number of shares, including fractions computed to three decimal
places, equal to the total amount invested divided by the purchase price. There
is no maximum number of shares of Common Stock which can be purchased with
reinvested dividends.
VOLUNTARY CASH PAYMENTS AND INITIAL INVESTMENTS
13. How does the Voluntary Cash Payment feature of the Plan work?
All eligible shareholders of record (except for brokers and nominees) who
have submitted a signed Enrollment Authorization Form are eligible to make
Voluntary Cash Payments at any time. Payments may be made by check or money
order or may be deducted automatically on a monthly basis from a financial
institution account (see Question No. 21). All such payments must be payable to
Bank of Boston in U.S. dollars. Checks drawn against non-U.S. banks must have
the U.S. currency imprinted on the check. The Agent will apply any Voluntary
Cash Payment or Initial Investment received from a participant to the purchase
of Common Stock for the account of the participant on the next Investment Date
if such Common Stock is purchased from the Company, and as soon as practicable
beginning on the Investment Date if such Common Stock is purchased on the open
market.
In the event that any check is returned unpaid for any reason, the Agent will
consider the request for investment of such money null and void and shall
immediately remove from the participant's account shares, if any, purchased
upon the prior credit of such money. The Agent shall thereupon be entitled to
sell those shares to satisfy any uncollected amounts. If the net proceeds of
the sale of such shares are insufficient to satisfy the balance of such
uncollected amounts, the Agent shall be entitled to sell such additional shares
from the participant's account to satisfy the uncollected balance.
Brokers or nominees participating on behalf of beneficial owners cannot
utilize the Voluntary Cash Payment provision of the Plan. Therefore, if shares
of Common Stock are held by a broker or nominee and the owner of such shares
wishes to participate in the Voluntary Cash Payment feature of the Plan, such
owner must become a shareholder of record by having all or part of such shares
transferred to such owner's name or make an Initial Investment and become a
participant in the Plan.
14. How are Initial Investments made?
Initial Investments must be at least $200 and not more than $100,000 (U.S.),
in the form of a check or money order, and must be included with the completed
Initial Investment Form and returned to the Agent at the address listed on the
form.
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15. When will Voluntary Cash Payments and Initial Investments received by the
Agent be invested?
Voluntary Cash Payments and Initial Investments received by the Agent no
later than 12:00 noon on the business day preceding an Investment Date will be
held by the Agent and invested beginning on the next Investment Date following
receipt of funds by the Agent. Upon a participant's written request received by
the Agent at least two business days prior to the applicable Investment Date, a
Voluntary Cash Payment or Initial Investment will be returned to the
participant. However, no refund of a check or money order will be made until
the funds have been actually received by the Agent.
EXPENSES AND COSTS
16. What are the costs to participants in the Plan?
For Plan participants there are no brokers' commissions and no fees or
service charges connected with stock purchases. The Company pays these costs,
along with any costs for administration of the Plan, including the annual
administrative fees. (See Question No. 20) There is a fee for selling shares
through the Plan. (See Question No. 26)
REPORTS TO PARTICIPANTS
17. What reports will be sent to participants in the Plan?
Each participant will receive a statement of account showing amounts invested
with Voluntary Cash Payments or Initial Investments, purchase price including
any discount received, shares purchased and other information resulting from
investment activity for the year to date. Each statement contains a form which
can be used to deposit shares for safekeeping, make Voluntary Cash Payments or
withdraw shares from the Plan. At each year-end, the statement will include all
information pertaining to a participant's account for such year and should be
retained for income tax purposes. In addition, each participant will receive
copies of the same communications sent to every other holder of Common Stock,
including the Company's quarterly earnings reports, Annual Report to
Shareholders, and the Notice of Annual Meeting and Proxy Statement. Each
participant will receive annually Internal Revenue information on Form 1099-DIV
for reporting dividend income received.
STOCK CERTIFICATES AND SAFEKEEPING
18. What is the Safekeeping feature of the Plan and how does it work?
At the time of enrollment in the Plan, or at any later time, participants may
use the Plan's Safekeeping service to deposit with the Agent Common Stock
registered in the name of the participant. Shares deposited will be transferred
into the name of the Agent or its nominee and credited to the participant's
account under the Plan. Thereafter, such shares will be treated in the same
manner as shares purchased through the Plan.
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By using the Plan's Safekeeping service, participants no longer bear the risk
associated with loss, theft or destruction of stock certificates. Also, because
shares deposited with the Agent are treated in the same manner as shares
purchased through the Plan, they may be transferred or sold through the Plan in
a convenient and efficient manner.
Participants who wish to deposit their Common Stock certificates with the
Agent should consider sending them to the Agent by registered mail, first class
mail, or certified mail, return receipt requested to the following address,
since the participant bears the risk of replacement costs if the certificates
are lost in transit:
Bank of Boston
Dividend Reinvestment
Mail Stop: 45-01-06
P.O. Box 1681
Boston Massachusetts 02105
Certificates sent by overnight delivery service should be addressed to:
Bank of Boston
Dividend Reinvestment
Mail Stop: 45-01-06
150 Royal Street
Canton, Massachusetts 02021
THE STOCK CERTIFICATES SHOULD NOT BE ENDORSED.
19. What happens to shares purchased under the Plan?
Shares purchased under the Plan will be automatically held in safekeeping by
the Agent in its name or the name of its nominee. The number of shares
(including fractional interests) held for each participant will be shown on
each statement of account. Participants may obtain a new certificate for all or
some of the whole shares of Common Stock held in their Plan accounts upon
written request to the Agent. Any remaining shares will continue to be held by
the Agent.
Dividends on shares withdrawn from the Plan will either be paid in cash to
the shareholder, or will be reinvested pursuant to the shareholder's
instructions to the Agent contained in a completed Enrollment Authorization
Form. In order to receive cash dividends on any shares purchased through the
Plan, the shareholder must have shares issued in certificate form. Any change
in the number of shares subject to dividend reinvestment must be made by
completion of a new Enrollment Authorization Form.
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INDIVIDUAL RETIREMENT ACCOUNT
20. What is the IRA feature of the Plan and how does it work?
The Plan may be used to establish an IRA and to make contributions to the IRA
or to roll over an existing IRA or other qualified plan distribution. After
being furnished with a copy of the Prospectus and an IRA Disclosure Statement,
an individual may open an IRA by completing and signing an IRA Enrollment Form
and returning it to the Agent with an initial contribution. The minimum initial
contribution for an IRA Plan account is $200. Rollover contributions from
another IRA or qualified plan may be made by a record holder in any amount.
Such person may transfer from an existing IRA into a Plan IRA by completing an
IRA Enrollment Form and IRA Asset Transfer Form and returning them to the
Agent. IRA Enrollment Forms, IRA Asset Transfer Forms, and IRA Disclosure
Statements are available upon request from both the Agent and the Company.
The annual fee charged by the Agent for administration of an IRA will be paid
by the Company.
AUTOMATIC MONTHLY INVESTMENT
21. What is the Automatic Monthly Investment feature of the Plan and how does
it work?
Participants may make Voluntary Cash Payments by means of an Automatic
Monthly Investment of not less than $25 nor more than a total of $100,000
during a calendar year by electronic funds transfer from a predesignated U.S.
account.
If a participant has already established a Plan account and wishes to
initiate Automatic Monthly Investments, he must complete and sign an Automatic
Monthly Investment Form and return it to the Agent together with a voided blank
check (for a checking account) or deposit slip (for a savings account) for the
account from which funds are to be drawn. Automatic Monthly Investment Forms
may be obtained from both the Agent and the Company. Forms will be processed
and will become effective as promptly as practicable.
If a non-shareholder wishes to establish a Plan account by means of an
Initial Investment, he may also initiate Automatic Monthly Investments by
completing the appropriate section of the Initial Investment Form.
Once Automatic Monthly Investment is initiated, funds will be drawn from the
participant's designated account on the business day preceding the second
weekly investment of the month and will be invested in Common Stock beginning
on that Investment Date.
Participants may change the amount of their Automatic Monthly Investment by
completing and submitting to the Agent a new Automatic Monthly Investment Form.
To be effective with respect to a particular Investment Date, however, the new
Automatic Monthly Investment Form must be received by the Agent by the 25th day
of the month preceding such Investment Date. Participants may terminate their
Automatic Monthly Investment by notifying the Agent in writing.
12
<PAGE>
TRANSFER OF SHARES
22. May a participant assign or transfer all or a part of his or her shares
held under the Plan to another person?
Yes. If a participant wishes to change the ownership of all or part of his or
her shares held under the Plan through gift, private sale or otherwise, the
participant may effect the transfer by mailing to the Agent a properly
completed and executed Stock Power Assignment Separate from Certificate Form
("Stock Power") or Gift Transfer Form. Transfers of a participant's shares may
be made in whole and/or fractional share amounts; provided, however, that with
respect to any transfer which establishes a new Plan account, at least one
whole share must be transferred. Requests for transfer are subject to the same
requirements as for the transfer of Common Stock certificates, including the
requirement of a Medallion signature guarantee. Stock Powers and Gift Transfer
Forms are available upon request from the Agent.
23. If Plan shares are transferred to another person, will the Agent issue a
stock certificate to the transferee?
If the participant so requests, a stock certificate(s) will be issued to the
transferee. Otherwise, shares transferred will continue to be held by the Agent
under the Plan. An account will be opened in the name of the transferee, if he
or she is not already a participant, and such transferee will automatically be
enrolled in the Plan under the Full Dividend Reinvestment Option, and all
dividends on shares transferred to the transferee's Plan account will be
reinvested under the terms of the Plan.
24. How will a transferee be advised of his stock ownership?
The transferee will receive a statement showing the number of shares
transferred to and held in the transferee's Plan account. At the transferor's
request a gift certificate evidencing the transfer will be sent to the
transferee.
TAX CONSEQUENCES
25. What are the federal income tax consequences of participation in the
Plan?
Reinvested Dividends. In the case of reinvested dividends, when the Agent
acquires shares for a participant's account directly from the Company, the
participant must include in gross income a dividend equal to the fair market
value of the shares purchased with the participant's reinvested dividends. Fair
market value for such purpose will be the average of the high and low sales
prices for the Common Stock on the dividend payment date. The participant's
basis in those shares will also equal the fair market value of the shares
purchased from the Company on the relevant Investment Date. (See Question No.
11.)
13
<PAGE>
Alternatively, when the Agent purchases Common Stock for a participant's
account on the open market with reinvested dividends, a participant must
include in gross income a dividend equal to the actual purchase price to the
Agent of the shares plus that portion of any brokerage commissions paid by the
Agent which are attributable to the purchase of the participant's shares. The
participant's basis in Plan shares held for his or her account will be equal to
their purchase price plus allocable brokerage commissions.
Voluntary Cash Payments and Initial Investments. In the case of the shares
purchased on the open market with Voluntary Cash Payments or Initial
Investments, shareholders will have included in gross income an amount equal to
any brokerage commissions paid by the Company. The participant's basis in the
shares acquired with Voluntary Cash Payments or Initial Investments, will be
the cost of the shares to the Agent plus an allocable share of any brokerage
commissions paid by the Company.
Additional Information. The holding period for shares purchased under the
Plan will begin the day after the date the shares are acquired. Under the
current provisions of the Internal Revenue Code of 1986, as amended (the
"Code"), the partial dividend exclusion available to individuals has been
eliminated and, in general, the corporate dividends-received deduction has been
reduced to 70%. Corporate shareholders also should be aware that the Code
limits the availability of the dividends-received deduction under the various
special rules, including the situation where a holder of stock incurs
indebtedness directly attributable to such stock. For further information on a
corporate shareholder's eligibility for the dividends-received deduction,
participants should consult with their own tax advisors.
A participant will not realize any taxable income when he or she receives
certificates for whole shares credited to his or her account under the Plan,
either upon a request for such certificates or upon withdrawal from or
termination of the Plan. However, the participant who receives, upon withdrawal
from or termination of the Plan, a cash payment for the sale of Plan shares
held for such participant's account or for a fractional share then held in his
or her account will realize gain or loss measured by the difference between the
amount of the cash received and the participant's basis in such shares or
fractional share. Such gain or loss will be capital in character if such shares
or fractional shares are a capital asset in the hands of the participant. For
further information as to the tax consequences to participants in the Plan,
participants should consult with their own tax advisors.
TERMINATION OF PARTICIPATION
26. How and when may a participant terminate participation in the Plan?
A participant may terminate participation in the Plan any time by notice in
writing to the Agent received prior to a dividend record date. As soon as
practicable following termination, the Agent will send the participant a
certificate for the whole shares in the participant's Plan account. If the
participant so requests,
14
<PAGE>
the Agent will sell all or a portion of such shares and remit to the
participant the proceeds of the sale, less brokerage commissions of not more
than five cents ($.05) per share, any transfer tax and a fee of $5 charged by
the Agent. If the request to terminate is received by the Agent on or after the
record date for a dividend payment, such request to terminate may not become
effective until any dividend paid on the dividend payment date has been
reinvested and the shares of Common Stock purchased are credited to the
participant's account under the Plan. The Agent, in its sole discretion, may
either pay any such dividend in cash or reinvest it in Company Common Stock on
behalf of the terminating participant. If such dividend is reinvested, the
Agent will sell the shares purchased and remit the proceeds to the participant,
less any brokerage commission, any service fee, and any other costs of sale.
Any Voluntary Cash Payment which had been sent to the Agent prior to the
request to terminate will also be invested unless return of the amount is
expressly requested in the request for termination and such request is received
at least two business days prior to the relevant Investment Date. In every case
of termination, the participant's interest in a fractional share will be paid
in cash based on the then current market price of Company Common Stock as
reported on the New York Exchange-Composite Transactions less any brokerage
commission, any service fee, and any other costs of sale. The Agent, at its
discretion, may terminate any account which contains only a fraction of a share
by paying the account holder the dollar value of such fractional share less any
brokerage commission, any service fee, and any other costs of sale.
After termination, dividends will be paid to the shareholder in cash unless
and until the shareholder rejoins the Plan, which he or she may do at any time
by requesting an Enrollment Authorization Form from the Agent.
MISCELLANEOUS
27. What happens when participants sell or transfer all of the shares
registered in their names?
When participants sell or transfer all of the Common Stock registered in
their names, the Agent will continue to purchase Common Stock with the
dividends on the shares credited to their accounts under the Plan until
otherwise notified.
28. What happens if the Company has a rights offering?
In the case of a Common Stock rights offering, Plan participants will receive
rights based upon whole shares of Common Stock registered in their names as of
the record date for any such rights offered, and whole shares credited to their
accounts under the Plan as of the record date.
29. What happens if the Company issues a stock dividend or declares a stock
split?
15
<PAGE>
All stock dividend or split shares of Common Stock distributed by the Company
will be added to the participant's account unless the participant instructs the
Agent otherwise at least five (5) days prior to the stock dividend or stock
split payment date. The Agent will issue a certificate(s) for any split shares
or stock dividend credited to a participant's account upon written request to
the Agent.
30. How will a participant's shares be voted at shareholders' meetings?
Full and fractional shares held in the Plan for a participant will be voted
as the shareholder directs. A participant will receive a proxy card showing the
total number of shares he or she holds, both those registered in the
participant's name and those the participant holds through the Plan.
31. May the Plan be modified or discontinued?
The Company reserves the right to suspend, modify or terminate the Plan at
any time. All shareholders, both participants and non-participants in the Plan,
will be notified of any suspension, termination or significant modification of
the Plan. If the Plan is terminated, shares held in the participant's account
will be distributed as described in Question No. 26.
32. Who interprets and regulates the Plan?
The Company reserves the right to interpret and regulate the Plan, as deemed
desirable or necessary, in connection with its operation. Additionally, the
Company reserves the right to terminate enrollment of any participant who
participates in the Plan in a manner abusive of the purpose and intent of the
Plan as determined by the Company or in a manner deemed by the Company not to
be in the best interest of shareholders generally.
33. What are the responsibilities of the Company and the Agent under the
Plan?
Neither the Company nor the Agent will be liable for any good faith act or
for any good faith omission to act, including, without limitation, any claim or
liability arising out of failure to terminate a participant's account upon such
participant's death, the prices at which shares are purchased or sold for a
participant's account, the times when purchases or sales are made, or
fluctuations in the market value of Common Stock. However, nothing contained in
this provision affects a shareholder's right to bring a cause of action based
on alleged violations of federal securities laws.
34. Does participation in the Plan involve any risk?
The risk to participants is the same as with any other investment in Common
Stock of the Company. A participant may lose an advantage otherwise available
from being able to select more specifically the timing of investment or sale of
shares. Participants must recognize that neither the Company nor the Agent can
assure a profit or protect against a loss on the shares purchased under the
Plan.
16
<PAGE>
USE OF PROCEEDS
The Company does not know the number of shares that ultimately will be
purchased from the Company under the Plan nor the prices at which such shares
will be sold. The proceeds are intended to be used for general corporate
purposes.
LEGAL OPINION
The validity of the shares of Common Stock offered hereby has been passed
upon for the Company by Locke Purnell Rain Harrell (A Professional
Corporation), 2200 Ross Avenue, Suite 2200, Dallas, Texas 75201. Dan Busbee, a
director of the Company, is a shareholder in such law firm.
EXPERTS
The consolidated financial statements and schedules of Atmos Energy
Corporation at September 30, 1994 and 1993, and for each of the three years in
the period ended September 30, 1994 appearing in the Company's Annual Report on
Form 10-K, have been audited by Ernst & Young LLP, independent auditors, as set
forth in their report included therein and incorporated herein by reference.
Such consolidated financial statements and schedules are incorporated herein by
reference in reliance upon such report given upon the authority of such firm as
experts in accounting and auditing.
INDEMNIFICATION
The Texas Business Corporation Act permits, and in some cases requires,
corporations to indemnify directors and officers who are or have been a party
or are threatened to be made a party to litigation against judgments, penalties
(including excise and similar taxes), fines, settlements, and reasonable
expenses under certain circumstances. Article IX of the Company's Restated
Articles of Incorporation and Article IX of the Company's Bylaws provide for
indemnification of judgments, penalties (including excise and similar taxes),
fines, settlements, and reasonable expenses and the advance payment or
reimbursement of such reasonable expenses to directors and officers to the
fullest extent permitted by law.
The Texas Business Corporation Act also allows corporations, with the
approval of its shareholders, to limit the liability of directors under certain
circumstances. Article X of the Company's Restated Articles of Incorporation
provides for such limitation of liability to the fullest extent permitted by
law.
17
<PAGE>
The Company maintains an officers' and directors' liability insurance policy
insuring officers and directors against certain liabilities, including
liabilities under the Securities Act of 1933, as amended. The effect of such
policy is to indemnify such officers and directors of the Company against
losses incurred by them while acting in such capacities.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling registrant,
pursuant to the foregoing provisions, the registrant has been informed that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in such act and is therefore unenforceable.
18
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information...................................................... 2
Incorporation of Certain Documents by Reference............................ 2
The Company................................................................ 3
The Offering............................................................... 3
Plan of Distribution....................................................... 4
The Plan................................................................... 4
Purpose and Advantage..................................................... 4
Disadvantages of the Plan................................................. 5
Administration............................................................ 5
Participation............................................................. 5
Enrollment Procedures..................................................... 6
Purchases and Price of Shares............................................. 7
Voluntary Cash Payments and Initial Investments........................... 9
Expenses and Costs........................................................ 10
Reports to Participants................................................... 10
Stock Certificates and Safekeeping........................................ 10
Individual Retirement Account............................................. 12
Automatic Monthly Investment.............................................. 12
Transfer of Shares........................................................ 13
Tax Consequences.......................................................... 13
Termination of Participation.............................................. 14
Miscellaneous............................................................. 15
Use of Proceeds............................................................ 17
Legal Opinion.............................................................. 17
Experts.................................................................... 17
Indemnification............................................................ 17
</TABLE>
----------------
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESEN-
TATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS PRO-
SPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY ATMOS ENERGY CORPORATION. NEITHER THE
DELIVERY OF THIS PROSPECTUS, NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIR-
CUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS
OF ATMOS ENERGY CORPORATION SINCE THE DATE HEREOF. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY JURISDICTION IN WHICH SUCH
OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OF-
FER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAW-
FUL TO MAKE SUCH OFFER OR SOLICITATION.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
ATMOS
ENERGY
CORPORATION
LOGO
DIRECT STOCK PURCHASE PLAN
----------------
PROSPECTUS
----------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Set forth below is an estimate of the approximate amount of fees and
expenses payable by the company in connection with the offering described in the
Registration Statement.
<TABLE>
<CAPTION>
Approximate
Amount
-----------
<S> <C>
Securities and Exchange Commission registration fee.. $ -0-
-------
Printing and engraving expenses...................... 30,000
-------
Legal fees and expenses.............................. 2,000
-------
Miscellaneous expenses............................... 1,000
-------
TOTAL............................................... $33,000
=======
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Texas Business Corporation Act permits, and in some cases requires,
corporations to indemnify directors and officers who are or have been a party or
are threatened to be made a party to litigation against judgments, penalties
(including excise and similar taxes), fines, settlements, and reasonable
expenses under certain circumstances. Article IX of the Company's Restated
Articles of Incorporation and Article IX of the Company Bylaws provide for
indemnification of judgments, penalties (including excise and similar taxes),
fines, settlements, and reasonable expenses and the advance payment or
reimbursement of such reasonable expenses to directors and officers to the
fullest extent permitted by law.
The Company maintains an officers' and directors' liability insurance
policy insuring officers and directors against certain liabilities, including
liabilities under the Securities Act of 1933, as amended. The effect of such
policy is to indemnify such officers and directors of the Company against loss
incurred by them while acting in such capacities.
ITEM 16. EXHIBITS.
5 Opinion of Locke Purnell Rain Harrell (A Professional Corporation),
regarding the validity of the securities
23.1 Consent of Locke Purnell Rain Harrell (A Professional Corporation)
(included in Exhibit No. 5)
23.2 Consent of Independent Auditors
99.1 Enrollment Authorization Form
99.2 Initial Investment Form
ITEM 17. UNDERTAKINGS.
(1) The registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
II-1
<PAGE>
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed on the Registration Statement or any
material change to such information in the Registration Statement;
Provided, however, that paragraphs (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the Registration Statement.
(b) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) To remove from registration by means of post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
(2) The undersigned Registrant hereby undertakes that, for the purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
in that time shall be deemed to be the initial bona fide offering thereof.
(3) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer, or controlling person of the registrant in the
successful defense of any action, suit, or proceeding) is asserted by such
director, officer, or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing a Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas, on December 16, 1994.
ATMOS ENERGY CORPORATION
/s/ Ronald L. Fancher
By:________________________________
Ronald L. Fancher, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
hereby constitutes and appoints Ronald L. Fancher, James F. Purser and Charles
K. Vaughan, or each of them, his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and all other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent, or his substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
/s/ Ronald L. Fancher December 16, 1994
- ------------------------ President, Chief -----------------------
Ronald L. Fancher Executive Officer, and
Director
/s/ James F. Purser December 16, 1994
- ------------------------ Executive Vice -----------------------
James F. Purser President and Chief
Financial Officer
/s/ David L. Bickerstaff December 16, 1994
- ------------------------ Vice President and -----------------------
David L. Bickerstaff Corporate Controller
/s/ Charles K. Vaughan December 16, 1994
- ------------------------ Chairman of the Board -----------------------
Charles K. Vaughan
II-3
<PAGE>
/S/ TRAVIS W. BAIN II December 16, 1994
- ----------------------- Director -------------------------
Travis W. Bain II
/S/ DAN BUSBEE December 16, 1994
- ----------------------- Director -------------------------
Dan Busbee
- ----------------------- Director -------------------------
Phillip E. Nichol
/S/ JOHN W. NORRIS, JR. December 16, 1994
- ----------------------- Director -------------------------
John W. Norris, Jr.
- ----------------------- Director -------------------------
Carl S. Quinn
- ----------------------- Director -------------------------
Lee E. Schlessman
- ----------------------- Director -------------------------
Richard Ware II
/S/ DEWEY G. WILLIAMS December 16, 1994
- ----------------------- Director -------------------------
Dewey G. Williams
II-4
<PAGE>
EXHIBIT INDEX
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
- ------- ----------- ------------
5 Opinion of Locke Purnell Rain Harrell (A Professional Corporation),
regarding the validity of the securities. . . . . . . . . . . . . .
23.1 Consent of Locke Purnell Rain Harrell (A Professional Corporation,
(included in Exhibit No. 5) . . . . . . . . . . . . . . . . . . . .
23.2 Consent of Independent Auditors . . . . . . . . . . . . . . . . . .
99.1 Enrollment Authorization Form . . . . . . . . . . . . . . . . . . .
99.2 Initial Investment Form . . . . . . . . . . . . . . . . . . . . . .
<PAGE>
EXHIBIT 5
[LETTERHEAD OF LOCKE PURNELL RAIN HARRELL]
December 14, 1994
Atmos Energy Corporation
5430 LBJ Freeway
1800 Three Lincoln Center
Dallas, TX 75240-0205
Re: Registration Statement on Form S-3,
Atmos Energy Corporation Direct Stock Purchase Plan
Gentlemen:
Pursuant to your request, we have examined the Atmos Energy Corporation
Direct Stock Purchase Plan (the "Plan"), which was originally approved by the
Board of Directors of Atmos Energy Corporation (the "Company") on November 7,
1987. We have also examined the Articles of Incorporation, as amended, of the
Company and corporate proceedings of the Company as reflected in minutes of
meetings of the Board of Directors.
Based upon our examination of the papers and documents referred to in the
preceding paragraph, together with such other papers and documents and the
investigation of such matters of law as we have deemed relevant or necessary in
rendering this opinion, we hereby advise you that we are of the opinion that:
1. The Company is a corporation duly organized and validly existing in good
standing under the laws of the State of Texas. The Company is authorized by its
Articles of Incorporation, as amended, to issue 50,000,000 shares of Common
Stock having no par value, of which 15,347,251 shares were outstanding on
December 12, 1994. All of the outstanding shares were duly and validly issued
and are fully paid and nonassessable.
2. The Plan has been duly adopted by the Board of Directors of the Company.
3. Shares of Common Stock of the Company issued pursuant to the Plan will
be, when issued by the Company in accordance with the terms of the Plan, fully
paid and nonassessable, whether such shares shall theretofore have been
authorized but unissued shares of the Common Stock of the Company or shares
reacquired by the Company and held by it as treasury shares.
<PAGE>
Atmos Energy Corporation
December 14, 1994
Page 2
We consent to the use of this opinion in connection with the Registration
Statement on Form S-3 and the Prospectus constituting a part thereof filed by
the Company with the Securities and Exchange Commission for the registration
under the Securities Act of 1933, as amended, of 700,000 shares of the Common
Stock of the Company in connection with the Plan.
Very truly yours,
LOCKE PURNELL RAIN HARRELL
(A Professional Corporation)
/s/ DAN BUSBEE
By: ________________________________
Dan Busbee
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITOR
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Atmos Energy
Corporation for the registration of 700,000 shares of its common stock and to
the incorporation by reference therein of our report dated November 9, 1994,
with respect to the consolidated financial statements and schedules of Atmos
Energy Corporation included in its Annual Report on Form 10-K for the year ended
September 30, 1994, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Dallas, Texas
December 16, 1994
<PAGE>
EXHIBIT 99.1
[LOGO OF ATMOS ENERGY CORPORATION] DIRECT STOCK PURCHASE PLAN
ATMOS ENERGY CORPORATION
ENROLLMENT AUTHORIZATION FORM
THIS IS NOT A PROXY
I hereby appoint The First National Bank of Boston as my agent to receive any
dividends that may hereafter become payable to me on my shares of Atmos Energy
Corporation common stock and to apply such dividends and any Voluntary Cash
Payments made by me to the purchase of full and fractional shares of Atmos
Energy Corporation common stock.
CHECK ONE BOX ONLY.
[_] Full Dividend [_] Partial Dividend [_] Voluntary Cash Only.
Reinvestment. Reinvestment.
I wish to reinvest I wish to receive cash I wish to make Voluntary
all dividends for dividends on ________ Cash Payments and
this account. shares sent to me and understand that
to reinvest cash subsequent dividends
I may also make dividends on the rest paid on shares acquired
Voluntary Cash of my shares. through the Plan will
Payments. automatically be
I may also make reinvested.
Voluntary Cash Payments.
I wish to make a Voluntary Cash Payment of $__________ (at least $25 but no more
than $100,000 per calendar year). My check made payable to Bank of Boston is
enclosed.
------------------------- ------------------
Signature Date
If shares are held jointly,
all owners must sign. ------------------------- ------------------
Signature Date
<PAGE>
DIRECT STOCK PURCHASE PLAN
ATMOS ENERGY CORPORATION
ENROLLMENT AUTHORIZATION FORM
This Enrollment Authorization Form, when completed and signed, should be
mailed to the Plan Administrator using the accompanying postage pre-paid
envelope or to the following address: The First National Bank of Boston, Mail
Stop 45-01-06, P.O. Box 1581, Boston, MA 02105-1681.
Please do not sign and return this Enrollment Authorization Form unless you
wish to participate in the Company's Direct Stock Purchase Plan (the "Plan"). If
the card is signed and returned but no option is checked, you will automatically
be enrolled in the Plan under Full Dividend Reinvestment.
(CONTINUED AND TO BE SIGNED AND DATED ON THE REVERSE SIDE)
<PAGE>
EXHIBIT 99.2
ATMOS ENERGY CORPORATION
DIRECT STOCK PURCHASE PLAN
Initial Investment Form
[LOGO OF ATMOS]
Please print all items except signatures. QUESTIONS? Call toll-free
1-800-736-3001 from 9 a.m. to 6 p.m. Eastern Time, Monday through Friday. Mail
your completed Initial Investment Form in the courtesy envelope provided to:
Atmos Direct Stock Purchase Plan
c/o Bank of Boston
P.O. Box 1681
Boston, MA 02105-1681
A. ENROLLING IN THE PLAN
[_] I wish to enroll by making an initial investment. Enclosed is a check or
money order for $__________ ($200 minimum/$100,000 maximum annually) payable to
"BKB - Atmos". (For multiple accounts, a minimum of $200 is required for each
account.) Check must be received no later than 12:00 p.m. (noon) Eastern Time
one business day prior to an Investment Date to be invested beginning on that
Investment Date.
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B. YOUR MAILING ADDRESS
Please note any address corrections at right.
We must have a complete address
to process your enrollment.
Please provide your mailing address:
Please provide your day and evening phone numbers to
assist us in processing your enrollment.
___________________________________________________________
First Name M.I. Last Name
Daytime Phone: ( ) ________________________________
___________________________________________________________
Street Name and Number Apartment Number Evening Phone: ( ) ________________________________
___________________________________________________________
City State Zip
C. DIVIDEND REINVESTMENT
All dividends paid on Atmos stock held for you under the Plan will be reinvested at a 3% discount from market price. Please refer to
the plan prospectus.
D. YOUR ACCOUNT REGISTRATION Please Print Clearly
TYPE OF ACCOUNT: Please check one box and provide all requested information.
_____________________________________
[_] Check here if registration desired matches mailing label information above. Owner's Social Security Number
[_] INDIVIDUAL OR JOINT. Joint accounts will be presumed to be joint tenants unless restricted by applicable state law or otherwise
indicated. Only one Social Security Number is required for tax reporting.
________________________________________ _________________________________________ _________________________________________
Owner's First Name M.I. Last Name Owner's Social Security Number Joint Owner's First Name M.I. Last Name
[_] CUSTODIAL. A minor is the beneficial owner of the account with an adult Custodian managing the account until the minor becomes
of age, as specified in the Uniform Gifts/Transfers to Minors Act in the minor's state of residence.
______________________________________ __________________________________ ________________________ __________________________
Custodian's First Name M.I. Last Name Minor's First Name M.I. Last Name Minor's Soc. Sec. Number Minor's State of Residence
[_] TRUST. Account is established in accordance with provisions of a trust agreement.
_________________________________ ________________________________ ____________________ _________________________
Trustee Name Name of Trust Trust Date Tax ID Number
_________________________
Beneficiary
[_] CORPORATION, PARTNERSHIP, or OTHER ENTITY.
_____________________________________ _____________________________________
Business Name Tax ID Number
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<PAGE>
ATMOS ENERGY CORPORATION
DIRECT STOCK PURCHASE PLAN
Initial Investment Form
[LOGO OF ATMOS]
PLEASE BE SURE TO COMPLETE AND SIGN THIS FORM.
E. SIGNATURES
By signing this form, I request enrollment, certify that I have received and
read the prospectus describing the Atmos Energy Corporation Direct Stock
Purchase Plan and agree to abide by the terms and conditions of the Plan. I
hereby appoint Bank of Boston as my agent to apply dividends and any investments
I may make to the purchase of shares under the Plan. I understand that I may
revoke this authorization at any time by written notice to Bank of Boston.
ALL JOINT OWNERS MUST SIGN.
Under penalties of perjury, I also certify that: A. The number shown on this
form is my/our correct Social Security Number or Taxpayer ID Number. B. I am not
subject to backup withholding either because (1) I have not been notified by the
Internal Revenue Service (IRS) that I am subject to backup withholding as a
result of a failure to report all interest or dividends, or (2) the IRS has
notified me that I am no longer subject to backup withholding. (CHECK THIS BOX
[_] IF YOU HAVE BEEN NOTIFIED BY THE IRS THAT YOU ARE SUBJECT TO BACKUP
WITHHOLDING BECAUSE OF UNDERREPORTING OF INTEREST OR DIVIDENDS ON YOUR TAX
RETURNS.)
______________________________________ ______________________________________
Signature Date Signature Date
F. ADDITIONAL PROGRAM FEATURES
Listed below are many features of the Plan. Be sure to refer to the prospectus
for complete information about all of the options. Please check any boxes that
apply and we will mail more information to you promptly.
[_] GIFTS. Please send me information and a Gift/Transfer Form. I am
interested in making gifts of Atmos stock through the Plan.
[_] IRA. Please send me information and an IRA Enrollment Form. I would like
to know more about how the Plan can function as an IRA.
[_] AUTOMATIC INVESTMENT. You may choose to make investments in Atmos stock by
authorizing automatic monthly debits from your personal bank account. Upon
receipt of a properly completed form, the Administrator will contact your
bank to deduct the amount indicated in Section D above from your bank
account one banking day prior to the last Investment Date each month. The
Administrator will invest the deducted amount in Atmos stock in the Plan
account you designate in Section D, beginning on the Investment Date. Such
deductions and investments will continue monthly until you notify the
Administrator to change or discontinue them. Should your bank account
contain insufficient funds to cover the authorized deduction, no deduction
or investment will occur. In such event, you may be charged a fee by your
bank for insufficient funds.
G. BANK ACCOUNT INFORMATION H. AUTHORIZATION
[_] Checking [_] Savings I hereby authorize Bank of Boston and
the Financial Institution indicated
PLEASE ATTACH A VOIDED CHECK FOR in Section A above to deduct from my
ACCOUNT VERIFICATION. If you do bank account.
not have a voided check and the
account you are indicating is
either a savings or credit union
account, it is important you have
a financial representative verify
the information prior to returning .00
this form. $_____________ per month ($25 minimum)
and to apply amounts so deducted to
________________________________________ the purchase of Atmos stock under the
Name of Financial Institution Plan for the account designated in
Section B. (Note: Deductions will
________________________________________ occur one banking day prior to the
ABA Routing Number Investment Date of each month.)
( )
________________________________________ ______________________________________
Bank Account Number Bank Telephone Bank Account Owner's Signature Date
________________________________________
Mailing Address of Financial Institution
________________________________________
City State Zip
QUESTIONS? Call toll-free 1-800-736-3001 from 9 a.m. to 6 p.m. Eastern Time,
Monday through Friday.
