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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 1, 1994
REGISTRATION NO. 33-70212
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3
TO
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)
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TEXAS 751743247
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER
5430 LBJ FREEWAY, SUITE 1800, DALLAS, TEXAS 75240
(214) 934-9227
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OR REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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DON E. JAMES, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
5430 LBJ FREEWAY, SUITE 1800
DALLAS, TEXAS 75240
(214) 934-9227
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
PLEASE SEND COPIES OF ALL COMMUNICATIONS TO:
DAN BUSBEE, ESQ.
LOCKE PURNELL RAIN HARRELL
(A PROFESSIONAL CORPORATION)
2200 ROSS, SUITE 2200
DALLAS, TEXAS 75201
(214) 740-8000
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Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [X]
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. [_]
The prospectus contained in this registration statement also relates to
securities previously registered on February 12, 1993 on Form S-3, Registration
No. 33-58220.
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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> <C> <S>
1. Forepart of Registration Statement and Outside Front Cover of
Outside Front Cover Page of Prospectus.... Prospectus
2. Inside Front and Outside Back Cover Pages
of Prospectus............................. Available Information;
Incorporation of
Certain Documents by
Reference; Outside Back
Cover of Prospectus
3. Summary Information, Risk Factors and Ratio The Company;
of Earnings to Fixed Charges.............. 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 Registered. Incorporation of Certain
Documents 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
Reference................................. Incorporation of Certain
Documents by Reference
13. Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities............................... Indemnification
</TABLE>
<PAGE>
PROSPECTUS
LOGO
ATMOS ENERGY CORPORATION
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
Atmos Energy Corporation (the "Company"), as a service to registered holders
of its common stock (the "Common Stock"), hereby offers a Dividend Reinvestment
and Stock Purchase Plan (the "Plan"). The Plan is designed to provide
shareholders with a 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. 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 $60,000 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. 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.
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The date of this Prospectus is April 1, 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,
1993.
(b) Quarterly Report on Form 10-Q for the quarter ended December 31,
1993.
(c) 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.
(d) Report on Form 8-K filed by the Company on January 5, 1994, as
amended on Form 8-K/A on January 31, 1994 which contains pro forma
financial statements with respect to Greeley Gas Company.
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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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.
On December 22, 1993 the Company acquired through merger Greeley Gas Company
of Denver, Colorado ("Greeley"). Greeley currently operates as a division of
the Company, with natural gas distribution operations in 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 through the
reinvestment of dividends or Voluntary Cash Payments of at least $25 and not
more than $60,000 per calendar year.
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. Such shares are purchased at current market prices. No more than
$60,000 of Voluntary Cash Payments may be made by a participant during each
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
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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 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, with the exception of an annual fee of
$20 for shareholders who establish IRAs.
THE PLAN
The following is a question and answer statement of the provisions of the
Dividend Reinvestment and 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 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
$60,000 per calendar year. Voluntary Cash Payments may be made by check, money
order or electronic funds transfer from a predesignated account.
--All shares of Common Stock are purchased under the Plan without any service
fees or brokerage commissions.
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--The Plan offers a "safekeeping" service whereby participants 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.
--Record holders may establish an IRA and contribute or roll over amounts to
the IRA through a Plan account.
--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.
--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 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. 6), Voluntary Cash Payments, 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.
Participants may also telephone the Agent at (617) 575-2900 or Toll Free at
(800) 442-2001.
PARTICIPATION
5. Who is eligible to participate in the Plan?
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Any person or entity who is 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.
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) Establishment or rollover of an IRA--Individuals who are record
holders of Common Stock 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. 19).
7. What does the Enrollment Authorization 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.
"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.
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"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.
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. 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?
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. Participants become owners of shares purchased under
the Plan as of the date of settlement.
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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. 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 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.
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 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
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. 20). The Agent will apply any Voluntary
Cash Payment 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 after such Investment
Date if such Common Stock is purchased on the open market.
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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.
14. When will Voluntary Cash Payments received by the Agent be invested?
Voluntary Cash Payments must be received by the Agent prior to an Investment
Date to be invested beginning on that Investment Date. Otherwise, the Voluntary
Cash Payment will be held by the Agent and invested beginning on the next
Investment Date. 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 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
15. 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. Those individuals who
establish an IRA under the Plan must pay to the Agent an annual administrative
fee of $20. (See Question No. 19) There is a fee for selling shares through the
Plan. (See Question No. 25)
REPORTS TO PARTICIPANTS
16. What reports will be sent to participants in the Plan?
Each participant will receive an acknowledgement confirming receipt of a
Voluntary Cash Payment and will receive a statement of account showing amounts
invested, purchase price including any discount received, shares purchased and
other information resulting from investment activity for the year to date. Each
statement will include 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 also include all information
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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
17. 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.
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 must send to the Agent by registered, insured mail, the Common Stock
certificates to be deposited. THE STOCK CERTIFICATES SHOULD NOT BE ENDORSED.
18. What happens to stock certificates 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. Certificates for shares purchased with dividends reinvested pursuant
to the Depository Trust Company Dividend Reinvestment Service will be delivered
to the holder of record.
Dividends on shares delivered by the Agent to the shareholder 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. However, in order to receive cash dividends on any shares
purchased through the Plan, the shareholder must have shares issued in
certificate form.
INDIVIDUAL RETIREMENT ACCOUNT
19. What is the IRA feature of the Plan and how does it work?
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Record holders 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. After being furnished with a copy of the Prospectus and an IRA
Disclosure Statement, such record holders 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.
An annual administrative fee of $20 will be charged for maintaining the IRA
Plan account. If not paid separately by the participant, the annual fee will be
deducted from the participant's IRA Plan account at the beginning of each year
by cashing out any shares or fractions of shares sufficient to cover the amount
of the fee.
AUTOMATIC MONTHLY INVESTMENT
20. 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 $60,000 during
a calendar year by electronic funds transfer from a predesignated U.S. account.
To initiate Automatic Monthly Investments, the participant must already have
established a Plan account and must complete and sign an Automatic Investment
Form and return it to the Agent together with a voided blank check or deposit
slip for the account from which funds are to be drawn. Automatic Investment
Forms may be obtained from both the Agent and the Company. Forms will be
processed and will become effective as promptly as practicable.
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 or concurrently with the dividend, 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 Investment Form. To be
effective with respect to a particular Investment Date, however, the new
Automatic Investment Form must be received by the Agent at least two business
days preceding such Investment Date. Participants may terminate their Automatic
Monthly Investment by notifying the Agent in writing.
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TRANSFER OF SHARES
21. 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 a properly completed and
executed Stock Power Assignment Separate from Certificate Form ("Stock Power")
to the Agent. Transfers of a participant's shares may be made in whole and/or
fractional share amounts. Requests for transfer are subject to the same
requirements as for the transfer of Common Stock certificates, including the
requirement of a signature guarantee. Stock Powers are available upon request
from the Agent.
22. 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.
23. 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
24. 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 number of
shares purchased with the participant's reinvested dividends multiplied by the
price at which the shares were purchased from the Company on the relevant
dividend payment date. The participant's basis in those shares will also equal
the price at which the shares were purchased from the Company on the relevant
Investment Date. (See Question No. 11.)
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
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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. In the case of the shares purchased on the open
market with Voluntary Cash Payments, shareholders will be in receipt of a
dividend to be included in gross income to the extent of any brokerage
commissions paid by the Company. The participant's basis in the shares acquired
with Voluntary Cash Payments 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
25. 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, 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
13
<PAGE>
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
26. 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.
27. 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.
28. What happens if the Company issues a stock dividend or declares a stock
split?
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.
14
<PAGE>
29. 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.
30. 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. 25.
31. 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.
32. 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.
33. 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.
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.
15
<PAGE>
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 of Atmos Energy Corporation for the
year ended September 30, 1993 incorporated by reference in Atmos Energy
Corporation's Annual Report (Form 10-K) have been audited by Ernst & Young,
independent auditors, as set forth in their report therein and incorporated
herein by reference. Such consolidated financial statements 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.
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.
16
<PAGE>
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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................................................... 8
Expenses and Costs........................................................ 9
Reports to Participants................................................... 9
Stock Certificates and Share Safekeeping.................................. 10
Individual Retirement Account............................................. 10
Automatic Monthly Investment.............................................. 11
Transfer of Shares........................................................ 12
Tax Consequences.......................................................... 12
Termination of Participation.............................................. 13
Miscellaneous............................................................. 14
Use of Proceeds............................................................ 15
Legal Opinion.............................................................. 16
Experts.................................................................... 16
Indemnification............................................................ 16
</TABLE>
----------------
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRE-
SENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY ATMOS ENERGY CORPORATION. NEI-
THER THE DELIVERY OF THIS PROSPECTUS, NOR ANY SALE MADE HEREUNDER SHALL, UNDER
ANY CIRCUMSTANCES, 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 MAK-
ING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM
IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
ATMOS
ENERGY
CORPORATION
LOGO
DIVIDEND REINVESTMENT AND
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 and this Amendment No. 3:
<TABLE>
<CAPTION>
APPROXIMATE
AMOUNT
-----------
<S> <C>
Securities and Exchange Commission registration fee........... $ 9,375.00
Printing and engraving expenses............................... 30,000.00
Legal fees and expenses....................................... 3,000.00
Miscellaneous expenses........................................ 1,000.00
----------
TOTAL..................................................... $43,375.00
==========
</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
23.3 Consent of Independent Auditors
99.1 Enrollment Authorization 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:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
II-1
<PAGE>
(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 a 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 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 AMENDMENT NO. 3 TO
THE REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED, IN THE CITY OF DALLAS, STATE OF TEXAS, ON MARCH 31,
1994.
ATMOS ENERGY CORPORATION
/s/ Charles K. Vaughan
By:_____________________________
Charles K. Vaughan
Chairman of the Board
and Chief Executive Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
NO. 3 TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN
THE CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<S> <C> <C>
/s/ Charles K. Vaughan
- ------------------------------------
Charles K. Vaughan Chairman of the Board and
Chief Executive Officer March 31, 1994
/s/ James F. Purser
- ------------------------------------
James F. Purser Executive Vice President &
Chief Financial Officer March 31, 1994
/s/ David L. Bickerstaff
- ------------------------------------
David L. Bickerstaff Vice President & Corporate
Controller March 31, 1994
Travis W. Bain II*
- ------------------------------------
Travis W. Bain II Director
Paul L. Bell*
- ------------------------------------
Paul L. Bell Director
Dan Busbee*
- ------------------------------------
Dan Busbee Director
</TABLE>
II-3
<PAGE>
<TABLE>
<S> <C> <C>
Phillip E. Nichol*
- ------------------------------------
Phillip E. Nichol Director
John W. Norris, Jr.*
- ------------------------------------
John W. Norris, Jr. Director
- ------------------------------------
Carl S. Quinn Director
- ------------------------------------
Lee E. Schlessman Director
- ------------------------------------
Richard Ware II Director
Dewey G. Williams*
- ------------------------------------
Dewey G. Williams Director
</TABLE>
<TABLE>
<S> <C> <C>
/s/ Charles K. Vaughan
*By: _______________________________
Charles K. Vaughan March 31, 1994
Attorney-in-Fact
</TABLE>
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
------- ----------- ------------
<C> <S> <C>
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..........................
23.3 Consent of Independent Auditors..........................
99.1 Enrollment Authorization Form............................
</TABLE>
<PAGE>
EXHIBIT 5
LAW OFFICES OF
LOCKE PURNELL RAIN HARRELL
(A PROFESSIONAL CORPORATION)
- --------------------------------------------------------------------------------
2200 ROSS AVENUE-SUITE 2200 NEW ORLEANS OFFICE:
DALLAS-TEXAS 75201-6776 601 POYDRAS STREET-SUITE 2400
(214) 740-8000 NEW ORLEANS-LOUISIANA 70130-6036
FAX: (214) 740-8800 (504) 558-5100
TELEX: 73-0911 LOCKE DAL
WRITER'S DIRECT DIAL NUMBER 740-8495
March 30, 1994
Atmos Energy Corporation
5430 LBJ Freeway
1800 Three Lincoln Center
Dallas, TX 75240-0205
Re: Amendment No. 3 to Registration Statement on Form S-3,
Atmos Energy Corporation Dividend Reinvestment and Stock Purchase Plan
Gentlemen:
Pursuant to your request, we have examined the Atmos Energy Corporation
Dividend Reinvestment and Stock Purchase Plan (the "Plan"), which was 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 10,149,467 shares were outstanding on March
28, 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.
-------------------------------------------------
A TRADITION OF SERVICE SINCE 1891
<PAGE>
Atmos Energy Corporation
Mach 30, 1994
Page 2
We consent to the use of this opinion in connection with Amendment No. 3 to
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)
By: /s/ Dan Busbee
-------------------------------
Dan Busbee
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITOR
We consent to the incorporation by reference in the Registration Statement (Form
S-3 No. 33-70212) of Atmos Energy Corporation and in the related Prospectus of
our report dated November 10, 1993, with respect to the consolidated financial
statements and schedules of Atmos Energy Corporation included in the Annual
Report (Form 10-K) for the year ended September 30, 1993, filed with the
Securities and Exchange Commission.
ERNST & YOUNG
Dallas, Texas
March 30, 1994
<PAGE>
Exhibit 23.3
CONSENT OF INDEPENDENT AUDITOR
We consent to the incorporation by reference in the Registration Statement (Form
S-3 No. 33-70212) of Atmos Energy Corporation and in the related Prospectus of
our report dated November 24, 1993, with respect to the financial statements of
Greeley Gas Company included in the Form 8-K/A No. 1 dated January 31, 1994
filed by Atmos Energy Corporation with the Securities and Exchange Commission.
ERNST & YOUNG
Denver, Colorado
March 30, 1994
<PAGE>
EXHIBIT 99.1
DIVIDEND REINVESTMENT AND
STOCK PURCHASE PLAN
(LOGO OF ATMOS ENERGY CORPORATION)
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 Reinvestment.
I wish to reinvest all dividends for this account.
I may also make Voluntary Cash Payments.
[_] Partial Dividend Reinvestment.
I wish to receive cash dividends on ____________ shares sent to me and to
reinvest cash dividends on the rest of my shares.
I may also make Voluntary Cash Payments.
[_] Voluntary Cash Only.
I wish to make Voluntary Cash Payments and understand that subsequent
dividends paid on shares acquired through the Plan will automatically be
reinvested.
I wish to make a Voluntary Cash Payment of $_____________ (at least $25 but no
more than $60,000 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>
[LOGO OF ATMOS ENERGY CORPORATION] DIVIDEND REINVESTMENT
STOCK PURCHASE PLAN
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 1681, Boston, MA 02105-1681.
Please do not sign and return this Enrollment Authorization Form unless you
wish to participate in the Company's Dividend Reinvestment and 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)
