THIS DOCUMENT IS A COPY OF THE FORM 10-K/A NO. 1 PREVIOUSLY FILED ON
JUNE 30, 1994 PURSUANT TO A RULE 201 TEMPORARY HARDSHIP EXEMPTION.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K/A No. 1
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (Fee Required)
For the Fiscal Year ended September 30, 1993 OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 (No Fee Required)
For the transition period from ___________ to ____________
Commission File Number 1-10042
ATMOS ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
TEXAS 75-1743247
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
Three Lincoln Centre, Suite 1800
5430 LBJ Freeway, Dallas, Texas 75240
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code:(214) 934-9227
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
-------------------------- -----------------------
Common Stock, No Par Value New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X . No .
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]<PAGE>
The aggregate market value of the voting stock held by non-
affiliates of the registrant was $202,925,470 as of December 1,
1993. On December 1, 1993, the registrant had 15,116,708 shares
of common stock outstanding, as restated for the acquisition in
December 1993 and the 3-for-2 stock split in May 1994.
Documents Incorporated by Reference
Portions of registrant's definitive proxy statement filed for
the annual meeting of shareholders on February 9, 1994 are
incorporated by reference into Part III.
2<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this amendment to be
signed on its behalf by the undersigned, thereunto duly
authorized.
ATMOS ENERGY CORPORATION
(Registrant)
By /s/ JAMES F. PURSER
-----------------------
James F. Purser
Executive Vice President and
Chief Financial Officer
Date: June 29, 1994 <PAGE>
Exhibit 28
----------
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1993
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from __________ to __________
Commission File Number 2-89113
EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST
FOR EMPLOYEES OF ATMOS ENERGY CORPORATION,
(As restated effective January 1, 1991)
(Full title of the plan and the address of the
plan, if different from that of the issuer named below)
ATMOS ENERGY CORPORATION
Three Lincoln Centre, Suite 1800
5430 LBJ Freeway
Dallas, Texas 75240
(Name of issuer of the securities held
pursuant to the plan and the
address of its principal executive office)<PAGE>
EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST
FOR EMPLOYEES OF ATMOS ENERGY CORPORATION
(As restated effective January 1, 1991)
FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULES
DECEMBER 31, 1993
with
REPORT OF INDEPENDENT AUDITORS<PAGE>
CONTENTS
Page
Number
------
Report of Independent Auditors
Financial Statements
Statements of financial condition 1
Statements of income and changes in plan equity 2
Notes to financial statements 3
Supplemental Schedules
Assets held for investment
Transactions or series of transactions in excess
of 5% of Plan assets<PAGE>
Report of Ernst & Young, Independent Auditors
The Employee Stock Ownership Plan Committee
Employee Stock Ownership Plan and Trust
for Employees of Atmos Energy Corporation
(As restated effective January 1, 1991)
We have audited the accompanying statements of financial condition of the
Employee Stock Ownership Plan and Trust for Employees of Atmos Energy
Corporation (As restated effective January 1, 1991) (the "Plan") as of
December 31, 1993 and 1992, and the related statements of income and
changes in plan equity for each of the three years in the period ended
December 31, 1993. These financial statements are the responsibility of
the Plan's management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of the Plan at December
31, 1993 and 1992, and the income and changes in plan equity for each of
the three years in the period ended December 31, 1993, in conformity with
generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental
schedules of assets held for investment at December 31, 1993, and
transactions or series of transactions in excess of 5% of Plan assets for
the year ended December 31, 1993, are presented for purposes of complying
with the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974, and
are not a required part of the financial statements. The supplemental
schedules have been subjected to the auditing procedures applied in our
audit of the 1993 financial statements and, in our opinion, are fairly
stated in all material respects in relation to the 1993 financial
statements taken as a whole.
ERNST & YOUNG
Dallas, Texas
June 17, 1994<PAGE>
EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST
FOR EMPLOYEES OF ATMOS ENERGY CORPORATION
(As restated effective January 1, 1991)
STATEMENTS OF FINANCIAL CONDITION
December 31,
-------------------------
ASSETS 1993 1992
------ ----------- -----------
Investments, at fair value (Notes
2, 4 and 6):
Common stock of Atmos Energy
Corporation (1993 - 1,529,117
shares, cost of $18,389,063
and 1992 - 1,368,867 shares,
cost of $14,924,980) $28,161,219 $21,445,582
T. Rowe Price Prime Reserve Fund 1,476,700 1,713,148
T. Rowe Price Spectrum Growth
Fund (1993 - 4,301 shares, cost
of $49,631) 51,050 -
T. Rowe Price Spectrum Income
Fund (1993 - 14,959 shares,
cost of $165,452) 166,199 -
----------- -----------
Total investments 29,855,168 23,158,730
Receivables:
Participants' salary reductions 85,929 77,835
Company's matching contributions 62,024 58,810
Miscellaneous 50 11
----------- -----------
Total receivables 148,003 136,656
Cash 67 37,416
----------- -----------
Total assets $30,003,238 $23,332,802
=========== ===========
LIABILITIES AND EQUITY
----------------------
Miscellaneous payables - 37,302
Plan equity 30,003,238 23,295,500
----------- -----------
Total liabilities and equity $30,003,238 $23,332,802
=========== ===========
The accompanying notes are an integral part of these financial statements.
1<PAGE>
EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST
FOR EMPLOYEES OF ATMOS ENERGY CORPORATION
(As restated effective January 1, 1991)
STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY
Year ended December 31,
------------------------------------
1993 1992 1991
----------- ----------- -----------
Investment income (Note 2):
Dividends on common stock $ 1,230,544 $ 1,120,492 $ 975,188
Interest income 53,778 108,187 192,744
----------- ----------- -----------
Net investment income 1,284,322 1,228,679 1,167,932
Net realized gain on
disposition of invest-
ments (Note 7) 580,948 602,195 195,686
Unrealized appreciation
on investments (Note 6) 3,253,720 12,418 5,065,697
Contributions (Notes 1
and 4):
Participants' salary
reductions 1,919,996 1,704,242 1,612,562
Company's matching 1,441,311 1,341,177 1,290,619
Company's discretionary 1,000,000 - -
----------- ----------- -----------
4,361,307 3,045,419 2,903,181
Annual distributions
(Note 5) (202,749) (200,295) (250,733)
Distribution of dividends
on common stock (1,230,544) (1,119,848) (973,695)
Withdrawals (Note 5) (1,339,266) (2,529,961) (1,114,894)
----------- ----------- -----------
Increase in plan equity 6,707,738 1,038,607 6,993,174
Plan equity at beginning
of year 23,295,500 22,256,893 15,263,719
----------- ----------- -----------
Plan equity at end of year $30,003,238 $23,295,500 $22,256,893
=========== =========== ===========
The accompanying notes are an integral part of these financial statements.
2<PAGE>
EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST
FOR EMPLOYEES OF ATMOS ENERGY CORPORATION
(As restated effective January 1, 1991)
NOTES TO FINANCIAL STATEMENTS
1. Description of the Plan
The following brief description of the Employee Stock Ownership Plan
and Trust for Employees of Atmos Energy Corporation (As restated
effective January 1, 1991) (the "Plan") is provided for general
information only. Plan participants should refer to the Plan document
for a more complete description of the Plan. The Plan is a trusteed
defined contribution retirement benefit plan offered to eligible
employees of Atmos Energy Corporation (the "Company" or "Atmos"). The
Plan is to continue for an indefinite term and may be amended or
terminated at any time by the Board of Directors of Atmos (the "Board"-
).
The Plan is intended to meet the requirements of Sections 401(a) and
501(a) of the Internal Revenue Code of 1986 as amended (the "Code") and
the requirements of the Employee Retirement Income Security Act of
1974, as amended ("ERISA"). The Plan is subject to certain provisions
of ERISA relative to participation, vesting, and the fiduciary respon-
sibility of plan administrators but is not subject to the provisions
which deal with funding requirements, prohibitions against holding
employer securities, or plan termination insurance.
The Plan allows for the participation of all employees of the Company
with at least one year of service (except leased employees and any
employees covered by a collective bargaining agreement in which Plan
participation has not been negotiated through good faith bargaining)
effective on the earlier of January 1, April 1, July 1, or October 1
after which one year of service has been completed. Effective July 1,
1993, participation of an eligible employee may commence as of the
first day of the calendar quarter after which one year of service has
been completed.
Contributions to the Plan include contributions withheld by the
employer on behalf of each employee in the amount specified by the
employee pursuant to a salary reduction agreement as well as matching
employer contributions in an amount, determined by the Board, which is
at least 25% of all or a portion of the employee's annual salary
reduction unless the Company's financial condition warrants no matching
contribution as determined at the sole discretion of the Board.
Eligible employees may elect a salary reduction (not to exceed $8,994
in 1993, $8,728 in 1992, $8,475 in 1991) ranging from a minimum of 2%
to a maximum of 10% of compensation. For the year ended December 31,
1993, the maximum employer matching contribution was set by the Board
at 4% of compensation with such contributions being matched 100% by the
Company. The Company may revoke or amend any participant's salary
reduction agreement if necessary to ensure that (1) each participant's
additions for any year will not exceed applicable Internal Revenue
Service ("IRS") limitations and (2) Company matching contributions will
3<PAGE>
be fully deductible for federal income tax purposes. The Plan also
provides that a discretionary contribution may be made at the option of
the Board and in an amount determined annually by the Board. The Plan
received a $1,000,000 discretionary contribution for the year ended
December 31, 1993. There were 1,357 participants who had an account
balance in the stock purchase program of the Plan at December 31, 1993,
71, 46, and 48 of whom were also participants in the fixed income fund,
T. Rowe Price Spectrum income fund and T. Rowe Price Spectrum growth
fund, respectively.
Effective January 1, 1991, the Plan was restated pursuant to the
provisions of the Employee Stock Ownership Plan and Trust for Employees
of Atmos Energy Corporation, as amended (the "Prior Plan"). The Plan
allows certain participants' salary reductions made on or after January
1, 1993 to be invested in a diversified fund. A diversified fund is a
fund managed by an individual qualified with respect to the Plan as an
"investment manager" within the meaning of Section 3 (38) of ERISA,
consisting of a fixed income fund, T. Rowe Price Spectrum income fund,
and T. Rowe Price Spectrum growth fund and such other fund or funds as
may be selected from time to time by the Committee. The restatement
also incorporates changes required by the Tax Reform Act of 1986.
While the Company has not expressed any intent to terminate the Plan,
it is free to do so at any time. In the event of the dissolution,
merger, consolidation or reorganization of the Company, the Plan shall
terminate and the trust shall be liquidated, unless the Plan is
continued by a successor. Upon such liquidation, all accounts shall be
distributed to the participants.
2. Significant accounting policies
Investments in common stock, T. Rowe Price Spectrum Growth Fund and the
Spectrum Income Fund are stated at market value, as determined by
reference to published market data. Investments in the T. Rowe Price
Prime Reserve fund are stated at cost, which approximates market value.
Purchases and sales of securities are recorded on the trade date, and
investment income is recorded on the accrual basis. Realized gains and
losses from security transactions are reported on the average histori-
cal cost method.
3. Income taxes
In April 1994, the IRS informed the Company that the Plan, as amended
and restated, qualifies under Section 401(a) of the Code and the trust
is exempt from federal income taxes under provisions of Section 501(a)
of the Code.
Generally, participants do not pay federal income taxes on salary
reduction contributions, employer contributions or investment income
until funds are withdrawn from the Plan. The foregoing abbreviated
discussion of the federal income tax consequences resulting from
participation in the Plan is not intended to include all tax aspects of
such participation.
4<PAGE>
4. Administration of the Plan and Plan Assets
The Plan is administered by the Employee Stock Ownership Plan Committee
(the "Committee") consisting of at least three persons who are ap-
pointed by the Board. The members of the Committee serve at the
pleasure of the Board without compensation. Their duties include
supervising the Plan and determining whether any change of election,
change of contribution, or withdrawal made by a participating employee
is in accordance with the Plan. Certain administrative functions are
performed by employees of the Company. No employee of the Company
receives compensation from the Plan.
In accordance with the Plan, the Company has appointed the Employee
Stock Ownership Plan Trust Committee as Trustee of the Plan. The
Trustee may be removed at the discretion of the Board. The Trustee
shall vote any common stock held in the trust in accordance with
directions received from the participating employees or at its discre-
tion if there are no such directions. The Plan's assets, consisting of
Atmos common stock and mutual fund shares, are held by T. Rowe Price
Associates, Inc., the Custodian of the Plan. Substantially all expenses
of the Plan are paid by the Company.
Contributions to the Plan are held and managed by the Custodian, which
invests cash received, interest income and dividend income and makes
distributions to participants. All contributions to a participant's
account are immediately and fully vested. For the 1993 and 1992 plan
years, all contributions were invested primarily in common stock of the
Company. The Plan purchases Atmos common stock as needed at current
market value or from the Company as an original issue.
5<PAGE>
With certain limitations, Company contributions, Plan expenses and
dividends on shares of Atmos common stock held by the Plan are deduct-
ible by the Company when paid.
Prior to October 1, 1987, the Plan also invested in a fixed income
fund. During October 1987, participants were given a one-time option
of reinvesting fixed income funds in Atmos common stock. Fixed income
funds not reinvested in Atmos common stock will remain in the Plan
until withdrawn by the participants. Effective January 1, 1993,
participants in the fixed income fund are allowed to invest in a
diversified fund as discussed, in note 1 above.
At December 31, 1993 and 1992, amounts held in the fixed income fund
were invested in the T. Rowe Price Prime Reserve Fund.
5. Distributions and withdrawals
Dividends received on Atmos common stock, in accordance with the Plan,
may be distributed to participants no later than 90 days after the Plan
year-end. However, currently they are distributed quarterly.
A participant may elect to receive an annual distribution of any
employer matching or discretionary contribution that was allocated to
his account at least two years prior to such election. These annual
elections are made as of January 1.
The annual distribution from the Plan is normally made in February of
the following year. Information with respect to such distributions
during the years indicated is set forth below:
Atmos common stock
------------------
Year Market
distributed Shares value Cash Total
----------- ------ ------- -------- --------
1993 6,410 $99,348 $103,401 $202,749
1992 4,632 $71,024 $129,271 $200,295
1991 5,634 $62,444 $188,289 $250,733
Subsequent to year end, elections were made by plan participants for
annual distributions of $260,682 in cash and 14,205 shares.
In the event of retirement, death, termination due to disability or
termination of employment for another reason, the participant is
entitled to withdraw the entire amount from each of his accounts.
Withdrawals from a participant's salary reduction account, as well as
the employer matching and discretionary accounts, are also allowed upon
proof of financial hardship meeting IRS "Safe Harbor" definitions or,
if elected, subsequent to the participant's attaining age 59-1/2. Such
withdrawal may be in the form of Atmos common stock or cash, as
determined by the Committee. However, a participant has the right to
have withdrawals made in the form of Atmos common stock upon written
notice by the participant.
6<PAGE>
Withdrawals from the Plan due to financial hardship or termination
during the years ended December 31, 1993, 1992 and 1991 consisted of
the following:
Atmos common stock
------------------
Year Market
distributed Shares value Cash Total
----------- ------ -------- -------- --------
1993 14,334 $284,077 $1,055,189 $1,339,266
1992 56,463 $788,528 $1,741,433 $2,529,961
1991 29,826 $381,033 $ 733,861 $1,114,894
6. Unrealized appreciation of investments
Unrealized appreciation reflects the difference between quoted market
price and cost of common stock held by the Plan. The following table
presents the changes in unrealized appreciation of the investment in
common stock for the years ended December 31, 1993, 1992 and 1991:
1993 1992 1991
---------- ---------- ----------
Unrealized appreciation,
beginning of year $6,520,602 $6,508,184 $1,442,487
Increase during the
year, net 3,253,720 12,418 5,065,697
---------- ----------- ----------
Unrealized appreciation,
end of year $9,774,322 $6,520,602 $6,508,184
========== =========== ==========
7. Net realized gain on disposition of investments
The cost of shares sold, distributed or withdrawn from the Plan
represents the average historical cost of shares allocated to each
participant's account.
During the year ended December 31, 1993, certain participants elected
to receive distributions from the Plan in cash. The Plan sold the
common stock in the participants' accounts at market value, and the
proceeds from such sales were remitted to the participants.
7<PAGE>
The following summarizes the components of the net realized gain on
disposition of investments for the years ended December 31, 1993, 1992
and 1991:
1993 1992 1991
-------- -------- --------
Withdrawals and distributions
of common stock (Note 5):
Market value at date of
withdrawal $383,424 $859,549 $443,477
Cost 218,196 586,633 325,840
-------- -------- --------
165,228 272,916 117,637
Sales of common stock:
Proceeds 929,768 960,833 594,952
Cost 526,412 650,489 522,721
-------- -------- --------
403,356 310,344 72,231
-------- -------- --------
Net realized gain on disposition
of common stock 568,584 583,260 189,868
Gain on disposition of other
investments 12,364 18,935 5,818
-------- -------- --------
Net realized gain on disposition
of investments $580,948 $602,195 $195,686
======== ======== ========
Disclosures of net realized gains (losses) on disposition of investments
and unrealized appreciation (depreciation) of investments for compliance
with Form 5500 reporting instructions require a revaluing of the cost of
investments to the fair value at the beginning of the year or purchase
price if acquired during the year. Consequently, this method results in a
realized loss of $29,496 and an unrealized gain of $3,864,172 for the year
ended December 31, 1993, and a realized loss of $87,593 and an unrealized
gain of $702,206 for the year ended December 31, 1992, on the disposition
of investments being reported on Form 5500.
8<PAGE>
8. Differences between financial statements and Form 5500 due to amounts
allocated to withdrawn participants.
The following is a reconciliation of plan equity per the financial
statements to the Form 5500:
December 31,
----------------------------
1993 1992
----------- -----------
Plan equity per the financial
statements $30,003,238 $23,295,500
Amounts allocated to withdrawn
participants (37,098) (32,169)
----------- -----------
Plan equity per the Form 5500 $29,966,140 $23,263,331
=========== ===========
The following is a reconciliation of withdrawals per the financial state-
ments to the Form 5500:
Year ended
December 31,
1993
------------
Withdrawals per financial
statements $1,339,266
Add: Amounts allocated to
withdrawn participants at
December 31, 1993 37,098
Less: Amounts allocated to
withdrawn participants at
December 31, 1992 (32,169)
-----------
Withdrawals per the Form 5500 $1,344,195
==========
Certain prior year balances related to amounts allocated to withdrawn
participants have been restated to conform with current year presentations.
9<PAGE>
9. Allocation of assets and liabilities and plan equity to investment
funds
<TABLE>
<CAPTION> December 31, 1993
Spectrum Spectrum
Stock purchase Fixed income Growth Income
program fund fund fund Total
-------------- ------------ ---------- ---------- ----------
ASSETS
-------
Investments, at fair value:
<S> <C> <C> <C> <C> <C>
Common stock of Atmos $28,161,219 $ - $ - $ - $28,161,219
T. Rowe Price Prime
Reserve Fund - 1,476,700 - - 1,476,700
T. Rowe Price Spectrum Growth Fund - - 51,050 - 51,050
T. Rowe Price Spectrum Income Fund - - 166,199 166,199
---------- ---------- ---------- ---------- ----------
Total investments 28,161,219 1,476,700 51,050 166,199 29,855,168
Receivables:
Participants' contributions 85,929 - - - 85,929
Company's matching contributions 62,024 - - - 62,024
Miscellaneous 50 - - - 50
---------- ---------- ---------- ---------- ----------
Total receivables 148,003 - - - 148,003
Cash 67 - - - 67
----------- ---------- ---------- ---------- -----------
Total Assets $28,309,289 $1,476,700 $51,050 $166,199 $30,003,238
=========== ========== ========== ========== ===========
LIABILITIES AND EQUITY
-----------------------
Plan equity $28,309,289 $1,476,700 $51,050 $166,199 $30,003,238
----------- ---------- ---------- ---------- -----------
$28,309,289 $1,476,700 $51,050 $166,199 $30,003,238
=========== ========== ========== ========== ===========
</TABLE>
10 <PAGE>
9. Allocation of assets and liabilities and plan equity to investment
funds (continued)
December 31, 1992
--------------------------------------
Stock purchase Fixed income
program fund Total
-------------- ------------ ----------
ASSETS
------
Investments, at fair value:
Common stock of Atmos $21,445,582 $ - $21,445,582
T. Rowe Price Prime
Reserve Fund - 1,713,148 1,713,148
----------- ---------- -----------
Total investment 21,445,582 1,713,148 23,158,730
Receivables:
Participants' contributions 77,835 - 77,835
Company's matching
contributions 58,810 - 58,810
Miscellaneous 11 - 11
----------- ---------- -----------
Total receivables 136,656 - 136,656
Cash 37,416 - 37,416
----------- ---------- -----------
$21,619,654 $1,713,148 $23,332,802
=========== ========== ===========
LIABILITIES AND EQUITY
----------------------
Miscellaneous payables $ 37,302 $ - $ 37,302
Plan equity 21,582,352 1,713,148 23,295,500
----------- ---------- -----------
$21,619,654 $1,713,148 $23,332,802
=========== ========== ===========
11<PAGE>
10. Allocation of income and changes in plan equity to investment funds
<TABLE>
<CAPTION>
Year ended December 31, 1993
---------------------------------------------------------
Spectrum Spectrum
Stock purchase Fixed inc. Growth Income
program fund fund fund Total
-------------- ---------- ------- -------- -----------
<S> <C> <C> <C> <C> <C>
Investment income:
Dividends on common stock $1,230,544 $ - $ - $ - $ 1,230,544
Interest income - 40,673 3,523 9,582 53,778
---------- ---------- ------- -------- -----------
Net investment income 1,230,544 40,673 3,523 9,582 1,284,322
Net realized gain on
disposition of investments 580,948 - - - 580,948
Unrealized appreciation on
investments 3,252,326 - 1,419 747 3,254,492
Contributions:
Participants' 1,827,187 8,494 37,112 46,842 1,919,635
Company's matching 1,440,900 - - - 1,440,900
Company's discretionary 1,000,000 - - - 1,000,000
---------- ---------- ------- -------- -----------
4,268,087 8,494 37,112 46,842 4,360,535
Annual distributions (196,872) (5,877) - - (202,749)
Distribution of dividends
on common stock (1,230,544) - - - (1,230,544)
Withdrawals (1,179,332) (159,934) - - (1,339,266)
----------- ---------- ------- -------- -----------
Increase (decrease) in plan
equity 6,725,157 (116,644) 42,054 57,171 6,707,738
Net transfers in (out) 1,780 (119,804) 8,996 109,028 -
Plan equity at beginning of year 21,582,352 1,713,148 - - 23,295,500
----------- ---------- ------- -------- -----------
Plan equity at end of year $28,309,289 $1,476,700 $51,050 $166,199 $30,003,238
=========== ========== ======= ======== ===========
</TABLE>
12<PAGE>
10. Allocation of income and changes in plan equity to investment funds
(continued)
Year ended December 31, 1992
--------------------------------------
Stock purchase Fixed income
program fund Total
-------------- ------------ ----------
Investment income:
Dividends on common stock $ 1,120,492 $ - $ 1,120,492
Interest income 2,563 105,624 108,187
----------- ---------- -----------
Net investment income 1,123,055 105,624 1,228,679
Net realized gain on
disposition of investments 586,647 15,548 602,195
Unrealized appreciation on
investments 12,418 - 12,418
Contributions:
Participants' 1,704,242 - 1,704,242
Company's matching 1,341,177 - 1,341,177
----------- ---------- -----------
3,045,419 - 3,045,419
Annual distributions (186,207) (14,088) (200,295)
Distribution of dividends
on common stock (1,119,848) - (1,119,848)
Withdrawals (1,815,169) (714,792) (2,529,961)
----------- ---------- -----------
Increase (decrease) in
plan equity 1,646,315 (607,708) 1,038,607
Plan equity at beginning
of year 19,936,037 2,320,856 22,256,893
----------- ---------- -----------
Plan equity at end of year $21,582,352 $1,713,148 $23,295,500
=========== ========== ===========
13<PAGE>
10. Allocation of income and changes in plan equity to investment funds
(continued)
Year ended December 31, 1991
--------------------------------------
Stock purchase Fixed income
program fund Total
-------------- ------------ ----------
Investment income:
Dividends on common stock $ 975,188 $ - $ 975,188
Interest income 8,078 184,666 192,744
----------- ---------- -----------
Net investment income 983,266 184,666 1,167,932
Net realized gain on
disposition of investments 189,868 5,818 195,686
Unrealized appreciation on
investments 5,065,697 - 5,065,697
Contributions:
Participants' 1,612,562 - 1,612,562
Company's matching 1,290,619 - 1,290,619
----------- ---------- -----------
2,903,181 - 2,903,181
Annual distributions (238,906) (11,827) (250,733)
Distribution of dividends
on common stock (973,695) - (973,695)
Withdrawals (895,325) (219,569) (1,114,894)
----------- ---------- -----------
Increase (decrease) in
plan equity 7,034,086 (40,912) 6,993,174
Plan equity at beginning
of year 12,901,951 2,361,768 15,263,719
----------- ---------- -----------
Plan equity at end of year $19,936,037 $2,320,856 $22,256,893
=========== ========== ===========
14<PAGE>
EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST FOR EMPLOYEES OF
ATMOS ENERGY CORPORATION (As restated effective January 1, 1991)
ASSETS HELD FOR INVESTMENT
December 31, 1993
Description Shares Cost Fair value
----------- --------- ----------- -----------
Atmos Energy Corporation
common stock 1,529,117 $18,389,063 $28,161,219
========= =========== ===========
T. Rowe Price Prime Reserve
Fund $ 1,476,700 $ 1,476,700
=========== ===========
T. Rowe Price Spectrum
Income Fund 14,959 $ 165,452 $ 166,199
========= =========== ===========
T. Rowe Price Spectrum
Growth Fund 4,301 $ 49,631 $ 51,050
========= =========== ===========
15 <PAGE>
EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST FOR EMPLOYEES
OF ATMOS ENERGY CORPORATION (As restated effective January 1, 1991)
TRANSACTIONS OR SERIES OF TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS
<TABLE>
<CAPTION>
Year ended December 31, 1993
Expenses
Number incurred Current value
of with of asset on Net
Identity of Description trans- Purchase Selling trans- Cost of transaction gain
party involved of asset actions price price action asset date (loss)
-------------- ------------ -------- -------- -------- -------- ------- ----------- -------
Category (iii) - Series of transactions in excess of 5 percent of plan assets
-----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Atmos Energy Atmos Common 45 $4,225,511 - - $4,225,511 $4,225,511 -
Corp. Stock
Atmos Energy Atmos Common 33 - $1,330,012 - $761,428 $1,330,012 $568,584
Corp. Stock
<FN>
There were no category (i), (ii), or (iv) reportable transactions during the fiscal year ended December 31, 1993.
</TABLE>
16<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
members of the Employee Stock Ownership Plan Committee of the Employee Stock
Ownership Plan and Trust for Employees of Atmos Energy Corporation, as
amended, have duly caused this annual report to be signed on its behalf by
the undersigned, thereunto duly authorized.
EMPLOYEE STOCK OWNERSHIP PLAN AND
TRUST FOR EMPLOYEES OF ATMOS ENERGY
CORPORATION
(As restated effective January 1,
1991)
By: /s/ DON E. JAMES
---------------------------------------
June 29, 1994 Don E. James, Chairman of the Committee
17<PAGE>
EXHIBITS INDEX
Page number or
Exhibit incorporation by
numbers Description reference to
------- ----------- ----------------
4 Instruments defining rights of
security holders:
(a) Employee Stock Ownership Exhibit (4)(a) of
Plan and Trust of Employees Form 11-K for the
of Atmos Energy Corporation year ended December
(As restated effective 31, 1991
January 1, 1991)
(b) Amendment 1 to the Employee Exhibit (4)(b) of
Stock Ownership Plan and Form 11-K for the
Trust for Employees of year ended December
Atmos Energy Corporation 31, 1992
(As restated effective
January 1, 1991) dated June
12, 1992
(c) Amendment 2 to the Employee Exhibit (4)(c) of
Stock Ownership Plan and Form 11-K for the
Trust for Employees of year ended December
Atmos Energy Corporation 31, 1992
(As restated effective
January 1, 1991) dated May
10, 1993
23 Consent of independent auditors<PAGE>
EXHIBIT 23
----------
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statements (Form S-3 No. 33-70212, Form S-3 No. 33-58220, Form S-
8 No. 2-89113, and Form S-8 No. 33-68852) of Atmos Energy
Corporation and in the related Prospectuses of our report dated
June 17, 1994, with respect to the financial statements and
schedules of the Employee Stock Ownership Plan and Trust for
Employees of Atmos Energy Corporation (as restated effective
January 1, 1991) included in this Annual Report (Form 11-K) for
the year ended December 31, 1993.
ERNST & YOUNG
Dallas, Texas
June 29, 1994 <PAGE>
