<PAGE>
SCHEDULE DEFR14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities and Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
ATMOS ENERGY CORPORATION
(Name of Registrant as Specified In Its Charter)
ATMOS ENERGY CORPORATION
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies: _______
(2) Aggregate number of securities to which transaction applies: __________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:/1/ ________________________________
(4) Proposed maximum aggregate value of transaction: ______________________
/1/ Set forth the amount on which the filing fee is calculated and state how it
was determined.
[X] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: $125.00
(2) Form, Schedule or Registration Statement No.: 14A
(3) Filing Party: ATMOS ENERGY CORPORATION
(4) Date Filed: 12/27/93
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(LOGO OF ATMOS ENERGY CORPORATION APPEARS HERE)
January 7, 1994
TO THE SHAREHOLDERS OF ATMOS ENERGY CORPORATION:
Recently, you received a copy of the Company's Proxy Statement dated December
27, 1993 relating to the Annual Meeting of Shareholders to be held on February
9, 1994. Since the mailing of the Proxy Statement, we have found an error in
footnote (c) to the Summary Compensation Table on page 8 of the Proxy
Statement, which footnote lists the number and value of the aggregate
restricted stock holdings at the end of the last fiscal year for each of the
executive officers listed in the Summary Compensation Table. The number and
value of such restricted stock holdings in the footnote were incorrectly stated
for some of the executive officers. Consequently, we are providing to you
another copy of the Summary Compensation Table which contains the corrected
footnote (c). No other changes have been made to the Table.
We apologize for any inconvenience this error may have caused. If you have
any questions, please contact the Company's Shareholder Relations Department at
1-800-38-ATMOS.
Sincerely,
/s/ Glen Blanscet
Glen Blanscet
Assistant General Counsel and
Corporate Secretary
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Summary Compensation Table. The following table sets forth the compensation
paid by the Company for each of the Company's last three completed fiscal years
to Mr. Vaughan and to the Company's four most highly compensated executive
officers other than Mr. Vaughan.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION COMPENSATION
---------------------------------- ----------------
OTHER ANNUAL RESTRICTED ALL OTHER
NAME AND SALARY BONUS (A) COMPENSATION (B) STOCK AWARDS (C) COMPENSATION (D)
PRINCIPAL POSITION YEAR ($) ($) ($) ($) ($)
------------------ ---- ------- --------- ---------------- ---------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Charles K. Vaughan..... 1993 374,690 401,400 -- 0 17,394(e)
Chairman of the Board 1992 347,625 178,000 420,000
and Chief Executive
Officer 1991 316,875 106,425 374,000
Ronald L. Fancher(f)... 1993 145,833 225,000 94,963(g) 246,250 13,500(h)
President and Chief
Operating Officer
James F. Purser ....... 1993 186,219 190,700 -- 0 7,449(i)
Executive Vice
President 1992 173,650 64,900 42,000
and Chief Financial
Officer 1991 156,000 38,400 59,500
Robert F. Stephens..... 1993 207,642 166,100 -- 23,125 8,306(i)
Executive Vice
President 1992 194,150 56,400 37,800
1991 177,625 43,300 0
Jerry D. Knierim(j).... 1993 170,819 83,500 28,013(k) 0 6,833(i)
Executive Vice
President 1992 156,613 58,700 73,500
1991 139,750 34,300 163,200
</TABLE>
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(a) Bonuses were actually paid after the end of the fiscal year in which they
are reported. Because their payment relates to services rendered in the
fiscal year prior to payment, the Company has consistently reported bonus
payments in such prior fiscal year.
(b) In accordance with the transitional provisions applicable to the revised
rules on executive officer and director compensation adopted by the
Securities and Exchange Commission, amounts of Other Annual Compensation
are excluded for the Company's 1991 and 1992 fiscal years.
(c) The number and value of the aggregate restricted stock holdings at the end
of the last fiscal year for each of the executives listed above are as
follows: Charles K. Vaughan, 72,625 shares with a value of $2,215,063;
Ronald L. Fancher, 10,000 shares with a value of $305,000; James F. Purser,
15,875 shares with a value of $484,188; Robert F. Stephens, 14,275 shares
with a value of $435,388; and Jerry D. Knierim, 19,250 shares with a value
of $587,125. Dividends are paid on the restricted stock reported in the
Table at the same rate as paid on all of the Company's Common Stock.
(d) In accordance with the transitional provisions applicable to the revised
rules on executive officer and director compensation disclosure adopted by
the Securities and Exchange Commission, amounts of All Other Compensation
are excluded for the Company's 1991 and 1992 fiscal years.
(e) The total of All Other Compensation paid to Mr. Vaughan during the last
fiscal year consists of Company matching contributions made pursuant to the
Company's Employee Stock Ownership Plan in the amount of $8,994 and
director fees in the amount of $8,400.
(f) Mr. Fancher was employed by the Company on March 1, 1993.
(g) Other Annual Compensation paid to Mr. Fancher during the last fiscal year
includes payments made by the Company in accordance with its relocation
plan in the amount of $46,523 and the purchase by the Company of a country
club membership in the amount of $25,703.
(h) This amount is the amount of director fees paid to Mr. Fancher during the
last fiscal year prior to his resignation from the Board on March 1, 1993.
(i) This amount reflects the amount of Company matching contributions made
during the last fiscal year to the named executive officer's account
pursuant to the Company's Employee Stock Ownership Plan.
(j) Mr. Knierim retired on December 1, 1993.
(k) Other Annual Compensation paid to Mr. Knierim during the last fiscal year
includes a car allowance in the amount of $12,600.
