<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
[X] Definitive Proxy Statement RULE 14C-5(D)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
ATMOS ENERGY CORPORATION
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
ATMOS ENERGY CORPORATION
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Notes:
<PAGE>
[LOGO OF ATMOS APPEARS HERE]
December 27, 1995
Dear Atmos Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders to be
held at the Westin Hotel, Tabor Center Denver, 1672 Lawrence Street, Denver,
Colorado on Wednesday, February 14, 1996, at 11:00 a.m. M.S.T.
The matters to be acted upon at the meeting are described in the attached
Notice of Annual Meeting and Proxy Statement. In addition, we will review with
you the affairs and progress of the Company during the past year and report
the results of operations for the first quarter.
Your participation at this meeting is very important -- regardless of the
number of shares you hold or whether you will be able to attend the meeting in
person. Please date, sign, and return the proxy in the enclosed envelope to
ensure that your shares are represented at the meeting.
On behalf of your Board of Directors, thank you for your continued support
and interest in Atmos Energy Corporation.
Sincerely,
[Pasteup Sig]
Charles K. Vaughan
Chairman of the Board
[Pasteup Sig]
Robert F. Stephens
President and Chief Operating
Officer
<PAGE>
ATMOS ENERGY CORPORATION
P.O. BOX 650205
DALLAS, TEXAS 75265-0205
NOTICE OF ANNUAL MEETING
To the Shareholders:
The Annual Meeting of the Shareholders of Atmos Energy Corporation (the
"Company") will be held at the Westin Hotel, Tabor Center Denver, 1672
Lawrence Street, Denver, Colorado on Wednesday, February 14, 1996, at 11:00
a.m., Mountain Standard Time, for the following purposes:
1. To elect three Class I directors for three-year terms expiring in 1999,
two Class II directors for one-year terms expiring in 1997, and one
Class III director for a two-year term expiring in 1998.
2. To transact such other business as may properly come before the meeting
or any adjournment thereof.
Shareholders of record of the Company's Common Stock at the close of
business on December 18, 1995 will be entitled to notice of, and to vote at,
such meeting. The stock transfer books will not be closed.
By Order of the Board of Directors,
GLEN A. BLANSCET
Vice President, General Counsel
and Corporate Secretary
December 27, 1995
- -------------------------------------------------------------------------------
YOUR VOTE IS IMPORTANT
TO VOTE YOUR SHARES, PLEASE INDICATE YOUR CHOICES, SIGN AND DATE THE PROXY
CARD, AND RETURN IT IN THE ENCLOSED POSTAGE-PAID ENVELOPE. YOU MAY VOTE IN
PERSON AT THE MEETING EVEN THOUGH YOU SEND IN YOUR PROXY.
- -------------------------------------------------------------------------------
<PAGE>
ATMOS ENERGY CORPORATION
P.O. BOX 650205
DALLAS, TEXAS 75265-0205
PROXY STATEMENT
SOLICITATION AND REVOCABILITY OF PROXIES
The proxy enclosed with this statement is solicited by the management of
Atmos Energy Corporation (the "Company") at the direction of the Company's
Board of Directors. These materials were first mailed to the Company's
shareholders on December 27, 1995.
Any shareholder giving a proxy has the power to revoke the proxy at any time
prior to its exercise. The Company expects to solicit proxies primarily by
mail, but directors, officers, employees, and agents of the Company may also
solicit proxies in person or by telephone or other electronic means. The cost
of preparing, assembling, and mailing the proxies and accompanying materials
for this Annual Meeting of Shareholders, including the cost of reimbursing
brokers and nominees for forwarding proxies and proxy statements to their
principals, will be paid by the Company. In addition, Morrow & Co., Inc.
("Morrow") will assist the Company in the solicitation of proxies. It is
estimated that the Company will pay approximately $3,500 in fees, plus
expenses and disbursements, to Morrow for Morrow's proxy solicitation
services.
COMMON STOCK INFORMATION; RECORD DATE
As of December 18, 1995, there were 15,906,250 shares of the Company's
Common Stock, no par value (the "Common Stock"), issued and outstanding, all
of which are entitled to vote. These shares constitute the only class of stock
of the Company issued and outstanding. As stated in the accompanying Notice of
Annual Meeting, only shareholders of record at the close of business on
December 18, 1995 will be entitled to vote at the meeting. Each share is
entitled to one vote.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Security Ownership of Certain Beneficial Owners. The following table lists
the beneficial ownership, as of December 1, 1995, of the Company's Common
Stock with respect to each person known by the Company to be the beneficial
owner of more than five percent of such Common Stock.
<TABLE>
<CAPTION>
AMOUNT OF PERCENTAGE OF
NAME AND ADDRESS COMMON STOCK OUTSTANDING
OF BENEFICIAL OWNER BENEFICIALLY OWNED COMMON STOCK
------------------- ------------------ -------------
<S> <C> <C>
Lee E. Schlessman........................ 1,019,534(a) 6.4%
1301 Pennsylvania St.
Suite 800
Denver, CO 80203
</TABLE>
- --------
(a) Mr. Schlessman's shares are held in an irrevocable trust of which Mr.
Schlessman is the trustee and beneficiary.
<PAGE>
Security Ownership of Management. The following table lists the beneficial
ownership, as of December 1, 1995, of the Company's Common Stock with respect
to all directors and nominees for director of the Company, the executive
officers of the Company named in the Summary Compensation Table on page 10 of
this Proxy Statement, and all directors and executive officers of the Company
as a group.
<TABLE>
<CAPTION>
AMOUNT OF PERCENTAGE OF
COMMON STOCK OUTSTANDING
NAME BENEFICIALLY OWNED COMMON STOCK
- ---- ------------------ -------------
<S> <C> <C>
Travis W. Bain II............................. 1,073 (a)
Dan Busbee.................................... 1,871 (a)
Thomas C. Meredith............................ 0 --
Phillip E. Nichol............................. 4,500 (a)
John W. Norris, Jr............................ 403 (a)
Carl S. Quinn................................. 10,206 (a)
Lee E. Schlessman............................. 1,019,534(b) 6.4%
Charles K. Vaughan............................ 128,774(c) (a)
Richard Ware II............................... 13,423 (a)
Ronald L. Fancher(d).......................... 4,441 (a)
Robert F. Stephens............................ 57,165(c) (a)
James F. Purser............................... 31,477(c) (a)
J. Charles Goodman............................ 8,740(c) (a)
Don E. James.................................. 15,676(c) (a)
H. F. Harber.................................. 17,945(c) (a)
All directors and executive officers as a
group........................................ 1,333,321(e) 8.4%
</TABLE>
- --------
(a) The percentage of shares beneficially owned by such individual does not
exceed one percent of the class so owned.
(b) Mr. Schlessman's shares are held in an irrevocable trust of which Mr.
Schlessman is the trustee and beneficiary.
(c) Includes shares granted pursuant to the Company's Restricted Stock Grant
Plan on which the restrictions have not lapsed, the numbers of which, as
of December 1, 1995, are as follows: Charles K. Vaughan, 38,250 shares;
Robert F. Stephens, 22,475 shares; James F. Purser, 17,812 shares; J.
Charles Goodman, 4,600 shares; Don E. James, 150 shares; and H. F. Harber,
8,750 shares.
(d) Mr. Fancher resigned as President and Chief Executive Officer of the
Company and as a director of the Company on February 21, 1995.
(e) Includes a total of 99,786 shares granted pursuant to the Company's
Restricted Stock Grant Plan on which the restrictions have not lapsed.
2
<PAGE>
ELECTION OF DIRECTORS
Pursuant to the Company's Bylaws, the Board of Directors is divided into
three classes, each of which class consists, as nearly as possible, of one-
third of the total number of directors constituting the entire Board of
Directors. Messrs. Travis W. Bain II, Dan Busbee, and John W. Norris, Jr. were
last elected to three-year terms by the shareholders at the 1993 Annual
Meeting and have been nominated to continue serving as directors for three-
year terms ending in 1999.
Messrs. Robert F. Stephens and James F. Purser were appointed by the Board
of Directors in February 1995. Mr. Stephens was appointed to fill a vacancy on
the Board due to the resignation of Ronald L. Fancher in February 1995, and
Mr. Purser was appointed to fill a vacancy created due to an increase in the
number of directors constituting the Board. Dr. Thomas C. Meredith was
appointed by the Board of Directors effective in October 1995 to fill the
vacancy created by Dewey G. Williams' retirement in August 1995. The Board is
nominating Messrs. Stephens and Meredith to continue serving as Class II
directors with terms expiring in 1997 and Mr. Purser to serve as a Class III
director whose term expires in 1998.
The other directors listed on the following pages will continue to serve in
their positions for the remainder of their current terms.
The names, ages, and biographical summaries of the persons who have been
nominated to serve as directors of the Company and of the five directors who
are continuing in office until the expiration of their terms and the class in
which such nominee or other director has been designated are set forth in the
following table. Each of the nominees has consented to be a nominee and to
serve as a director if elected, and all votes authorized by the enclosed proxy
will be cast FOR all of the nominees. In order to be elected as a director,
the Company's Bylaws require a nominee to receive the vote of a majority of
all outstanding shares of the Company's Common Stock entitled to vote and
represented in person or by proxy at a meeting of shareholders at which a
quorum is present.
3
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE FOLLOWING
NOMINEES:
<TABLE>
<CAPTION>
YEAR IN WHICH
NAME; PRINCIPAL OCCUPATION OR EMPLOYMENT FIRST BECAME A CLASS DESIGNATION
DURING PAST FIVE YEARS; OTHER DIRECTOR AND YEAR OF
DIRECTORSHIPS AGE OF THE COMPANY EXPIRATION OF TERM
- ---------------------------------------- --- -------------- ------------------
<S> <C> <C> <C>
Travis W. Bain II....................... 61 1988 Class I
President of Bain Enterprises, Inc. in 1996
Plano, Texas since November 1991.
Formerly President of Jarman Shoe
Company, a division of Genesco, Inc.,
in Nashville, Tennessee from March 1988
until November 1991. Also director of
Delta Industries, Inc. in Jackson,
Mississippi.
Dan Busbee.............................. 62 1988 Class I
Attorney and shareholder with Locke 1996
Purnell Rain Harrell (A Professional
Corporation) in Dallas, Texas since
1972.
John W. Norris, Jr. .................... 59 1987 Class I
Chairman of the Board and Chief 1996
Executive Officer of Lennox
International, Inc. in Dallas, Texas
since 1984. Also director of American
Mutual Life Insurance Company in Des
Moines, Iowa.
******************************************************************************
Thomas C. Meredith...................... 54 1995 Class II
President of Western Kentucky 1997
University in Bowling Green, Kentucky
since 1988.
Robert F. Stephens...................... 47 1995 Class II
President and Chief Operating Officer 1997
of the Company in Dallas, Texas since
February 1995. Formerly Executive Vice
President--Corporate Operations of the
Company from May 1989 until February
1995.
******************************************************************************
James F. Purser......................... 45 1995 Class III
Executive Vice President and Chief 1998
Financial Officer of the Company in
Dallas, Texas since 1989.
</TABLE>
*******************************************************************************
4
<PAGE>
The following persons are directors of the Company who will be continuing in
office until the expiration of their terms as set forth below.
<TABLE>
<CAPTION>
YEAR IN WHICH
NAME; PRINCIPAL OCCUPATION OR EMPLOYMENT FIRST BECAME A CLASS DESIGNATION
DURING PAST FIVE YEARS; OTHER DIRECTOR AND YEAR OF
DIRECTORSHIPS AGE OF THE COMPANY EXPIRATION OF TERM
- ---------------------------------------- --- -------------- ------------------
<S> <C> <C> <C>
Carl S. Quinn........................... 64 1994 Class II
General Partner of Quinn Oil Company, 1997
Ltd. in Houston, Texas since May 1992.
Formerly Chairman of the Board,
President and Chief Executive Officer
of Interstate Natural Gas Company in
Houston, Texas from January 1992 until
December 1994; Chairman of the Board
and Chief Executive Officer of Arkla
Exploration Company from October 1989
until January 1992. Also director of
Coho Energy, Inc. in Dallas, Texas and
The Continuum Company, Inc. in Austin,
Texas.
Richard Ware II......................... 49 1994 Class II
President of Amarillo National Bank in 1997
Amarillo, Texas since 1981. Also
director of The Coca-Cola Bottling
Group (Southwest), Inc. and member of
the Board of Trustees of Southern
Methodist University in Dallas, Texas.
*******************************************************************************
Phillip E. Nichol....................... 60 1985 Class III
Senior Vice President and Branch 1998
Manager of PaineWebber Incorporated in
Cleveland, Ohio since February 1995.
Formerly Senior Vice President and
Manager of Kidder Peabody & Co. in
Cleveland, Ohio from September 1994
until February 1995 and Vice President
and Manager of Kidder Peabody & Co. in
Toledo, Ohio from May 1992 until
February 1995; Vice President and
Manager of Dean Witter Reynolds Inc. in
Amarillo, Texas from February 1988
until June 1992.
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
YEAR IN WHICH
NAME; PRINCIPAL OCCUPATION OR EMPLOYMENT FIRST BECAME A CLASS DESIGNATION
DURING PAST FIVE YEARS; OTHER DIRECTOR AND YEAR OF
DIRECTORSHIPS AGE OF THE COMPANY EXPIRATION OF TERM
---------------------------------------- --- -------------- ------------------
<S> <C> <C> <C>
Lee E. Schlessman........................ 69 1994 Class III
President of Dolo Investment Company in 1998
Denver, Colorado since February 1994.
Formerly Chairman of the Board and Chief
Executive Officer of Greeley Gas Company
in Denver, Colorado from December 1992
until December 1993; Chairman of the
Board, President and Chief Executive
Officer of Greeley Gas Company in
Denver, Colorado from March 1976 until
December 1992. Also President of the
Board of the Rocky Mountain American
Automobile Association in Denver,
Colorado; Director of First Interstate
Bank of Englewood, Colorado; and
Treasurer of the Board of The Scottish
Rite Foundation in Denver, Colorado.
Charles K. Vaughan....................... 58 1983 Class III
Chairman of the Board of the Company in 1998
Dallas, Texas since June 1994. Formerly
Chairman of the Board and Chief
Executive Officer of the Company in
Dallas, Texas from March 1993 until June
1994; Chairman of the Board, President
and Chief Executive Officer of the
Company from October 1983 until March
1993.
</TABLE>
CERTAIN BUSINESS RELATIONSHIPS
Mr. Schlessman and members of his immediate family are partners in various
partnerships that are mortgage lenders to an unaffiliated third party who
purchased several real property holdings from the partnerships in Colorado and
Kansas. The Company leases those real properties from the third party for
office or warehouse space in its Greeley Gas Company division operations. The
partnerships continue to hold a mortgage interest in the properties.
Mr. Ware is the president and a shareholder of Amarillo National Bank,
Amarillo, Texas, which bank provides a $10 million short-term line of credit
to the Company, serves as a depository bank for the Company, and is trustee
for the Company's Restricted Stock Grant Plan. In addition, the bank, as
trustee, is the holder of a $10 million master note issued by the Company's
wholly owned subsidiary, Enermart, Inc., and guaranteed by the Company.
6
<PAGE>
THE BOARD OF DIRECTORS: COMMITTEES, MEETINGS, AND DIRECTORS' FEES
Standing Committees. The Company has certain standing committees, each of
which is described below.
The Executive Committee consists of Messrs. Norris, Stephens, and Vaughan.
Mr. Vaughan serves as chairman of the committee. In accordance with the Bylaws
of the Company, the Executive Committee has, and may exercise, all of the
powers of the Board during the intervals between the Board's meetings, subject
to certain limitations and restrictions as set forth in the Bylaws or as may
be established by resolution of the Board of Directors from time to time. The
Executive Committee held no meetings during the last fiscal year.
The Audit Committee consists of Messrs. Bain, Busbee, Schlessman, and Ware.
Mr. Busbee serves as chairman of the committee. The Audit Committee reviews
the scope and procedures of internal auditing work, the results of independent
audits, and the accounting policies of management, and it recommends to the
Board the appointment of the Company's outside auditors. During the last
fiscal year, the Audit Committee held two meetings.
The Human Resources Committee consists of Messrs. Busbee, Nichol, Norris,
Quinn, and Vaughan. Mr. Norris serves as chairman of the committee. Mr.
Vaughan became a voting member of the committee as of October 1, 1994. This
committee reviews and makes recommendations to the Board of Directors
regarding compensation for officers of the Company. In addition to
compensation matters, the committee determines, develops, and makes
recommendations to the Board regarding benefit packages, special bonus or
stock plans, severance agreements, and succession planning with respect to the
Company's officers. During the last fiscal year, the Human Resources Committee
held five meetings.
The Nominating Committee consists of Messrs. Bain, Nichol, Schlessman, and
Ware. Mr. Nichol serves as chairman of the committee. This committee selects
candidates for consideration by the full Board to fill any vacancies on the
Board which may occur from time to time. The Nominating Committee held one
meeting during the last fiscal year. The Nominating Committee also considers
sound and meritorious nomination suggestions for directors from shareholders.
All letters of recommendation for nomination should be sent to the Secretary
of the Company at the Company's headquarters and should include, in addition
to the nominee's name and address, a listing of the nominee's background and
qualifications. A signed statement from the nominee should accompany the
letter of recommendation indicating that he or she consents to being
considered as a nominee and that, if nominated by the Board and elected by the
shareholders, he or she will serve as a director.
The Work Session Committee consists of Messrs. Bain, Nichol, and Ware. Mr.
Bain serves as chairman of the committee. This committee plans the meeting and
agenda for the special meeting of the Board held each year for the purpose of
focusing on long-range planning and corporate strategy issues.
7
<PAGE>
Attendance at Board Meetings. During the last fiscal year, the Board of
Directors of the Company held nine meetings. During fiscal year 1995, each
director attended at least seventy-five percent of the aggregate of (a) all
meetings of the Board and (b) all meetings of the committees of the Board on
which such director served.
Directors' Fees. As compensation for serving as a director, each of the non-
employee directors receives an annual retainer of $16,000 and a fee of $800
per day for attendance at each Board meeting (excluding telephone conference
meetings). Non-employee directors are also paid $800 per day for their
attendance at each committee meeting that is held on a day different from a
Board meeting. The fee paid for participation in a telephone conference
meeting of the Board or a committee is one-half of the regular meeting fee.
Directors may elect to defer all or a part of their compensation earned as a
director until the earlier of a date specified by the director or the date he
or she ceases to be a director. The Company will pay interest on amounts
deferred at a rate equal to 100 basis points above the New York Federal
Reserve Bank discount in effect as of each January 15.
In November 1994, the Board adopted the Outside Directors Stock-for-Fee
Plan, which plan was approved by the shareholders of the Company in February
1995. The plan permits non-employee directors to receive all or part of their
annual retainer and meeting fees in stock rather than in cash. An election by
a director to receive his or her fees in stock does not alter the amount of
fees payable but results in the deferral of payment of the stock portion of
the fees until after the end of each quarter in which the fees were earned.
The number of shares of Common Stock issued at such time will be equal to (a)
the dollar amount of the fees to be paid in stock divided by (b) the fair
market value of the Company's Common Stock on the last day of the applicable
quarter. The fair market value is the closing price of a share of Common Stock
of the Company as reported by the New York Stock Exchange. Only whole numbers
of shares will be issued; fractional shares will be paid in cash.
Other Compensation for Non-Employee Directors. The Board has adopted a
Retirement Plan for Non-Employee Directors, which covers non-employee
directors who have served on the Board for at least five years and who have
attained age 65. Upon retirement, a participating non-employee director is
entitled to an annual pension benefit equal to the sum of (a) 50% of the
amount of the participant's final annual retainer plus (b) 10% of the amount
of the participant's final annual retainer for each year of service on the
Board in excess of five years. In no event may the annual pension benefit
exceed 100% of a director's final annual retainer. The pension benefit is
payable for the participant's life. The plan is unfunded.
Other Arrangements with Mr. Vaughan. Effective October 1, 1994, Mr. Vaughan
retired as an officer and employee of the Company and entered into a five-year
Consulting Agreement with the Company. Under the Agreement, Mr. Vaughan
performs such consulting services as the Board may request from time to time.
The
8
<PAGE>
Agreement provides for future payments to Mr. Vaughan, in consideration for
his consulting services, of $280,000 during fiscal year 1996, $240,000 during
fiscal year 1997, $160,000 during fiscal year 1998, and $100,000 during fiscal
year 1999. During fiscal year 1995, Mr. Vaughan received $320,000 in payment
for his services under the Consulting Agreement, plus an additional $100,000
in payment for additional consulting services not originally contemplated in
the Agreement. The payments are made in semi-annual installments payable on
October 1 and April 1 of each fiscal year. The term of the Agreement may be
extended for additional one-year periods upon the agreement of the Board and
Mr. Vaughan.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers and persons who own more than ten percent of
the Company's Common Stock to file with the Securities and Exchange Commission
and the New York Stock Exchange initial reports of ownership and reports of
changes in their ownership in the Company's Common Stock. Executive officers,
directors, and greater-than-ten-percent shareholders are required by SEC
regulation to furnish the Company with copies of all Section 16(a) forms they
file. Based solely on a review of the copies of such reports furnished to the
Company and written representations that no Forms 5 were required, the Company
believes that, during the last fiscal year, all of the Company's executive
officers, directors, and greater-than-ten-percent beneficial owners were in
compliance with the Section 16(a) filing requirements.
9
<PAGE>
EXECUTIVE COMPENSATION
Summary Compensation Table. The following table sets forth the compensation
paid by the Company for each of the Company's last three completed fiscal
years to Mr. Fancher, who resigned from his positions with the Company in
February 1995, Mr. Stephens, and the Company's four most highly compensated
executive officers other than Messrs. Fancher and Stephens.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION COMPENSATION
------------------------------ ----------------
OTHER ANNUAL RESTRICTED ALL OTHER
SALARY BONUS (A) COMPENSATION STOCK AWARDS (B) COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($) ($) ($)
- --------------------------- ---- ------- --------- ------------ ---------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Ronald L. Fancher(c)..... 1995 117,648 0 25,832(d) 0 756,584(e)
Former President and 1994 272,292 136,300 (f) 610,000(g) 7,248
Chief Executive Officer 1993 145,833 225,000 48,708(h) 246,250(g) 14,228
Robert F. Stephens(i).... 1995 240,845 121,900 (f) 0 7,388(j)
President and Chief 1994 215,361 72,900 (f) 305,000 14,073
Operating Officer 1993 207,642 166,100 (f) 23,125 9,552
James F. Purser.......... 1995 209,694 81,700 (f) 0 7,304(j)
Executive Vice President 1994 198,809 67,900 (f) 305,000 13,352
and Chief Financial 1993 186,219 190,700 (f) 0 8,611
Officer
J. Charles Goodman(k).... 1995 138,704 63,700 55,484(l) 0 6,486(j)
Executive Vice
President--
Corporate Operations
Don E. James............. 1995 154,304 45,000 (f) 0 7,136(j)
Senior Vice President-- 1994 147,690 28,800 (f) 0 10,234
Public Affairs 1993 139,648 90,900 (f) 0 6,458
H. F. Harber............. 1995 144,200 36,300 (f) 34,250 6,667(j)
Senior Vice President-- 1994 133,646 26,900 (f) 0 8,917
Corporate Services 1993 108,163 37,500 (f) 82,875 5,002
</TABLE>
10
<PAGE>
- --------
(a) Bonuses were actually paid after the end of the fiscal year in which they
are reported. Because their payment relates to services rendered in the
fiscal year prior to payment, the Company has consistently reported bonus
payments in such prior fiscal year.
(b) The number and value of the aggregate restricted stock holdings at the end
of the last fiscal year for each of the executive officers listed above
are as follows: Ronald L. Fancher, 0 shares; Robert F. Stephens, 20,962
shares with a value of $406,139; James F. Purser, 22,312 shares with a
value of $432,295; J. Charles Goodman, 0 shares; Don E. James, 1,537
shares with a value of $29,779; and H.F. Harber, 11,000 shares with a
value of $213,125. Dividends are paid on the restricted stock reported in
the Table at the same rate as is paid on all of the Company's Common
Stock.
(c) Mr. Fancher resigned as President and Chief Executive Officer of the
Company on February 21, 1995.
(d) Other Annual Compensation paid to Mr. Fancher during the 1995 fiscal year
includes a car allowance of $15,000 and payments under the Company's Mini-
Med Plan, a supplemental health and dental insurance plan for executive
officers, of $7,054.
(e) The total of All Other Compensation paid to Mr. Fancher during the 1995
fiscal year consists of: (a) Company matching contributions made pursuant
to the Company's Employee Stock Ownership Plan in the amount of $2,248,
(b) insurance premiums paid by the Company for term life insurance for the
benefit of Mr. Fancher in the amount of $637, (c) payment for unused
vacation at the date of his resignation in the amount of $21,649, (d) a
severance payment in the amount of $668,000, and (e) outplacement services
in the amount of $64,050.
(f) The total dollar value of perquisites and other personal benefits for the
named executive officer was less than the reporting thresholds established
by the Securities and Exchange Commission.
(g) All restricted shares granted to Mr. Fancher were forfeited to the Company
upon his resignation pursuant to the Company's Restricted Stock Grant
Plan.
(h) Other Annual Compensation paid to Mr. Fancher during the 1993 fiscal year
includes the purchase by the Company of a country club membership in the
amount of $25,703.
(i) Mr. Stephens became President and Chief Operating Officer of the Company
on February 21, 1995.
(j) This amount reflects the amount of Company matching contributions made
during the last fiscal year to the named executive officer's account
pursuant to the Company's Employee Stock Ownership Plan and the amount of
insurance premiums paid by the Company during the last fiscal year for
term life insurance for the benefit of the named executive officer. The
amounts paid during the 1995 fiscal year for each named executive officer
are as follows: Robert F. Stephens, $6,000 in ESOP matching contributions
and $7,388 in life insurance premiums; James F. Purser, $6,000 in ESOP
matching contributions and $1,304 in life insurance premiums; J. Charles
Goodman, $5,548 in ESOP matching contributions and $938 in life insurance
premiums; Don E. James, $6,172 in ESOP matching contributions and $964 in
life insurance premiums; and H.F. Harber, $5,768 in ESOP matching
contributions and $899 in life insurance premiums.
(k) Mr. Goodman became Executive Vice President-Corporate Operations of the
Company on April 1, 1995. Prior to that date, he was not serving as an
executive officer of the Company; therefore, no compensation figures are
shown for prior fiscal years.
(l) Other Annual Compensation paid to Mr. Goodman during the 1995 fiscal year
includes the purchase by the Company of a country club membership in the
amount of $42,771.
Retirement Plans. The executive officers listed in the Summary Compensation
Table are covered by the Employees' Retirement Plan of Atmos Energy Corporation
(the "Atmos Retirement Plan"), a defined benefit
11
<PAGE>
pension plan pursuant to which all participants automatically accrue pension
credits after completing one year of service with the Company. All of the
executive officers listed in the Summary Compensation Table are also
participants in the Company's Supplemental Executive Benefits Plan (the
"Supplemental Plan") (except Mr. Fancher, whose participation in the plan
ceased upon his resignation in February 1995), which provides retirement
benefits (as well as supplemental disability and death benefits) to all
officers of the Company. Participants who have been an officer for at least
two years, have five years of vesting service under the Atmos Retirement Plan,
and attained age 55 are entitled to a supplemental pension in an amount that,
when added to their pension payable under the Atmos Retirement Plan, equals
75% of their compensation, subject to reductions for less than twenty years of
vesting service and for retirement prior to age 62.
The following table illustrates the estimated combined annual benefits
payable under the Atmos Retirement Plan and the Supplemental Plan upon
retirement at age 62 or later to persons in specified compensation categories
and years-of-service classifications as determined in such person's last year
of employment.
PENSION PLAN TABLE (a)
<TABLE>
<CAPTION>
YEARS OF SERVICE
---------------------------------------
REMUNERATION 15 20 25 30 35
- ------------ ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
$125,000................................ 70,313 93,750 93,750 93,750 93,750
150,000................................ 84,375 112,500 112,500 112,500 112,500
175,000................................ 98,438 131,250 131,250 131,250 131,250
200,000................................ 112,500 150,000 150,000 150,000 150,000
225,000................................ 126,563 168,750 168,750 168,750 168,750
250,000................................ 140,625 187,500 187,500 187,500 187,500
300,000................................ 168,750 225,000 225,000 225,000 225,000
350,000................................ 196,875 262,500 262,500 262,500 262,500
400,000................................ 225,000 300,000 300,000 300,000 300,000
450,000................................ 253,125 337,500 337,500 337,500 337,500
500,000................................ 281,250 375,000 375,000 375,000 375,000
</TABLE>
- --------
(a) The benefit amounts listed in the Pension Plan Table are not subject to
any deduction for Social Security or offset amounts and are computed based
upon payment as a joint and 50% survivor annuity.
The Atmos Retirement Plan covers only the regular salary of its
participants, excluding bonuses (subject to the maximum covered compensation
limit of $150,000 as of January 1, 1994 established by the Internal Revenue
12
<PAGE>
Code for qualified plans). The Supplemental Plan covers compensation in an
amount equal to the sum of (a) the greater of the participant's annual base
salary at the date of termination of employment or the average of the
participant's annual base salary for the highest of three calendar years
(whether or not consecutive) of employment with the Company, plus (b) the
greater of the amount of the participant's last award under the Company's
Annual Performance Bonus Plan (described below) or the average of the
participant's highest three performance awards under such plan (whether or not
consecutive), plus (c) the participant's annual car allowance payable by the
Company at the date of his termination of employment. The amount of current
compensation covered by the Supplemental Plan as of the end of the last fiscal
year for each of the executive officers listed in the Summary Compensation
Table is as follows: Ronald L. Fancher, $0; Robert F. Stephens, $388,400;
James F. Purser, $306,520; J. Charles Goodman, $241,800; Don E. James,
$211,602; and H.F. Harber, $192,700. Each of such executive officers has the
following approximate number of years of credited service under the retirement
plans: Ronald L. Fancher, 0 years; Robert F. Stephens, 12 years; James F.
Purser, 9 years; J. Charles Goodman, 14 years; Don E. James, 15 years; and
H.F. Harber, 12 years.
Employment Severance Compensation Agreements and Change-in-Control
Arrangements. The Company has entered into agreements with each of the
executive officers named in the Summary Compensation Table to provide certain
severance benefits for them in the event of the termination of their
employment within three years following a "change in control" (as defined in
the agreements) of the Company. Mr. Fancher's agreement terminated upon his
resignation from the Company effective in February 1995. The agreements
provide that, if employment is terminated by the Company other than for cause,
retirement, death, or disability or by the employee for "good reason" (as
defined in the agreements) or, in the case of Mr. Stephens, for any reason
within 180 days after the date of a change in control, the Company will pay to
each such executive officer a lump sum severance payment equal to 2.99 times
such executive officer's "base amount" compensation, as defined in Section
280G of the Internal Revenue Code. If the total of such lump sum severance
payment plus all other payments made in connection with a change in control
pursuant to any other plan, arrangement, or agreement results in the
imposition of the excise tax imposed by Section 4999 of the Internal Revenue
Code, such lump sum severance payment will be reduced to the extent necessary
to make the total of all such payments not be subject to such excise tax
unless the total of all such payments as reduced by the amount of such excise
tax is greater than the lump sum severance payment described above. In
addition, the executive officer will be entitled to all rights and benefits,
if any, provided under any other plan or agreement between such executive
officer and the Company.
Each of the current executive officers listed in the Summary Compensation
Table has also entered into a Participation Agreement with the Company as
required by the Supplemental Plan. The Supplemental Plan
13
<PAGE>
provides that the accrued benefits, as calculated pursuant to the plan, of
each participant will vest in the event of (a) a "change in control" (as
defined in the plan) of the Company, (b) a termination of the plan, (c) an
amendment to the plan resulting in a decrease in the benefits otherwise
payable to the participant, (d) a termination of the participant's employment
without "cause" (as defined in the plan), or (e) a termination of the
participant's participation in the plan for any reason other than resignation
(other than Mr. Stephens, whose accrued benefits will vest in the event of his
resignation for any reason) or termination of employment for cause. The
Participation Agreements set forth the rights of the participants to their
accrued benefits upon the occurrence of the events described in the foregoing
sentence and constitute enforceable contracts separate from the provisions of
the Supplemental Plan.
All of the executive officers listed in the Summary Compensation Table are
participants in the Company's Restricted Stock Grant Plan (except for Mr.
Fancher, whose participation in the plan ceased upon his resignation in
February 1995) and have received, from time to time, awards of stock that are
restricted with respect to their transferability. The restrictions lapse
pursuant to a schedule established by the non-employee members of the Board of
Directors at the date of the grant. Notwithstanding any established schedule
for the removal of restrictions, however, the restrictions are immediately
removed in the event of the participant's death, disability, or retirement at
normal retirement age or in the event of a "change of control" (as defined in
the plan) of the Company.
Human Resources Committee Interlocks and Insider Participation. The members
of the Human Resources Committee during the last fiscal year were Dan Busbee,
Phillip E. Nichol, John W. Norris, Jr., Carl S. Quinn, Charles K. Vaughan, and
Dewey G. Williams. (Mr. Williams retired from the Board of Directors as of
August 1, 1995). Mr. Busbee is a member and shareholder of the law firm of
Locke Purnell Rain Harrell (A Professional Corporation) in Dallas, Texas,
which the Company retains from time to time to perform legal services. Mr.
Vaughan was the Chief Executive Officer of the Company until June 1994. He
served as Chairman of the Board, President and Chief Executive Officer of the
Company from October 1983 until March 1993 and as Chairman of the Board and
Chief Executive Officer of the Company from March 1993 until June 1, 1994.
There are no interlocking relationships between any executive officer of the
Company and any other company.
Human Resources Committee Report on Executive Compensation. The Company is
required to provide specific information regarding the compensation and
benefits paid to the Company's President and four other most highly
compensated executive officers of the Company. The Human Resources Committee
of the Board of Directors (the "Committee"), which is composed entirely of
outside directors, has prepared this report which describes the philosophy
followed by the Company in establishing compensation and benefit practices for
14
<PAGE>
officers of the Company. This report was prepared by the Committee after its
meeting on October 16, 1995, and the Committee presented this report to the
Board of Directors at its meeting held November 8, 1995.
EXECUTIVE COMPENSATION PHILOSOPHY AND PRINCIPLES. The Company's philosophy
is that total compensation for its officers should be established by the same
process used for its other employees with the following exceptions:
. Officers should have a greater portion of their compensation at risk than
all other employees;
. A significant portion of officer compensation should be directly tied to
the performance of the business, and
. Officers of the Company should share in the same risks and rewards as do
stockholders of the Company.
To accomplish these goals, the Committee continuously compares its executive
compensation levels and performance with selected cross-industry groups of
industrial organizations. The primary source of national market data for the
Company is the Hay Compensation Report, which is comprised of over 600
industrial organizations and includes companies in the natural gas
distribution industry. This group of companies is used for compensation
comparison purposes because the Board believes it most closely represents the
marketplace within which the Company must compete for executive talent. The
organizations represented in the Hay Compensation Report are different
companies than appear in the performance graph. Job comparisons and access to
market data for companies included in the performance graph are not readily
available to the Company through known market surveys. However, compensation
information from the annual American Gas Association Survey is also monitored
on an annual basis, and for 1995, Atmos base salary and total compensation
approximated or slightly exceeded the average pay practice for gas companies
in its size group.
For the last nine (9) years, the Committee has retained the services of a
nationally recognized compensation consulting firm to conduct an independent
review of officer compensation. The Committee reviews the analysis of
executive compensation provided by the consultants, evaluates the
recommendations made by the Human Resources Department, and assesses the
performance of officers as a group and the contributions of each executive to
the success of the Company. The Committee provides officer compensation and
benefits recommendations to the Board of Directors to support the level of
achievement of Company objectives as attained by the officer group over the
last fiscal year.
At the present time, executive compensation programs consist of base salary,
an annual cash incentive plan, and long-term incentives in the form of
restricted stock. Each of these compensation arrangements is briefly reviewed
in the following sections.
15
<PAGE>
CASH COMPENSATION--ANNUAL BASE SALARY. All positions within the Company
including officer level positions have formal salary ranges. Positions are
compared on the basis of job content to similar positions in companies of
approximately the same size and complexity as the Company using the Hay Guide
Chart(R)--Profile Method of job evaluation. Salary ranges for all jobs are
reviewed on an annual basis, and proposed salary ranges are presented to the
Committee for their review and consideration each year in October. The
midpoint of each salary range is designed to approximate the 60th percentile
of actual base salaries for comparable positions in the market, as defined
above.
Pay for individual officers may be greater than or less than the salary
range midpoint based upon performance of the officer and level of the
officer's experience in the executive position. In determining the appropriate
salary levels and salary increase recommendations for officers, the Committee
also considers current economic conditions and national and industry trends in
executive compensation.
The President and the most senior executive officers of the Company provide
the Committee with an oral presentation relative to the contributions and
performance of each officer of the Company. In order to more effectively
measure officer performance, seven (7) performance rating categories were used
in 1995 to assess individual officer performance in relation to assigned
accountabilities. Salary increase recommendations for officers are based upon
the resulting performance rating and the position of each officer's salary
within the applicable salary range.
CASH COMPENSATION--SHORT TERM INCENTIVE COMPENSATION. All corporate officers
are considered eligible to participate in the Annual Performance Bonus Plan,
which provides for cash payments based on criteria the Committee recommends to
the Board as critical to the short term success of the Company. The Annual
Performance Bonus Plan for Corporate Officers (the "Bonus Plan") consists of
two parts, each weighted 50%. One portion is determined by Company performance
as measured by a targeted earnings per share (EPS) figure as set by the Board
of Directors at the beginning of each fiscal year; the other portion is
measured by achievement of specific, measurable individual performance goals.
The Board of Directors currently considers EPS as the most appropriate measure
of Company performance since it is so closely linked to shareholder value.
Earnings per share must be equal to or greater than the annual dividend rate
before any award may be made to any officers under the Bonus Plan.
Target award levels are established under the Bonus Plan and are expressed
as a percentage of annual base salary. Target award levels will vary among
officers based upon the level of responsibility and ability to impact overall
Company performance. These levels vary by salary grade. An officer must be
rated "competent" or
16
<PAGE>
above to be considered eligible for an award under the Bonus Plan. Incentive
opportunity for the lowest level officer ranges from zero (0) to twenty-four
percent (24%) of annual base salary. The President-Chief Operating Officer of
the Company is eligible for an incentive award of zero (0) to sixty percent
(60%) of annual base salary. The Board of Directors retains the discretion to
award bonus payments outside the Bonus Plan guidelines in the event of
exceptional operating results or under special circumstances which result in
outstanding Company performance for the fiscal period.
Total cash compensation opportunity for the Company is defined as the salary
range midpoint for each position plus the maximum possible bonus award. In the
event that maximum awards were paid under the Bonus Plan, total cash
compensation for executives of the Company as a group would approximate the
75th percentile of actual total cash compensation in industrial companies.
Corporate performance must significantly exceed stated goals and objectives to
support maximum incentive awards under the Bonus Plan, and each executive must
not only achieve but far exceed assigned individual goals and objectives.
While this level of Company performance is possible, probability of attainment
of the required earnings per share growth to fund a maximum incentive award
pool would be the exception. If Company performance does not meet the required
threshold of earnings per share and bonus awards are not paid, total cash
compensation for Company officers would approximate the 25th percentile of
actual total cash compensation in industrial organizations.
LONG-TERM INCENTIVE COMPENSATION--RESTRICTED STOCK GRANT PLAN. The Board of
Directors of the Company believes that long-term incentive awards strengthen
the ability of the Company to attract, motivate, and retain executives of
superior capability and more closely align the interests of the executive
management group with the interests of the stockholder. The Company's long-
term incentive compensation plan consists of grants of Company stock to
officers under the Restricted Stock Grant Plan where such grants are
contingent upon several factors. These factors are:
. The Company must achieve an earnings per share equivalent to the annual
dividend rate before any awards may be granted under the Restricted Stock
Grant Plan.
. Each officer level position has a targeted amount of restricted stock to
be delivered to position incumbents over time. The timing and amount of
restricted stock granted will vary based on the performance of the
Company and the executive.
. The performance of an officer of the Company must be rated competent or
above to be considered eligible for an award under the Restricted Stock
Grant Plan.
Recommendations for awards under the Restricted Stock Grant Plan are
submitted by the Committee to the Board of Directors for approval. From time
to time the Committee, in its discretion, may recommend awards
17
<PAGE>
under the Restricted Stock Grant Plan beyond the target level. Such
recommendations may be forthcoming in instances where both Company performance
and the performance of the officer are considered to be exceptional.
During the 1995 fiscal year, restricted stock grants were awarded to five
(5) of the seventeen (17) officers of the Company. This group of seventeen
(17) officers of the Company does not include the President of the Company.
These awards were granted to recognize the outstanding achievement of both
individual and corporate objectives. Three (3) of the awards were made to
relatively newly elected officers of the Company.
The Board of Directors, based upon recommendations from the Committee,
defines the restrictions applicable to any award under the Restricted Stock
Grant Plan. Restricted stock grants made in the recent past and in 1995
require the completion of three (3) years of service with the Company after
the date of grant of the award to vest any portion of the award of stock. The
restricted stock award will vest 25% on the third anniversary of date of grant
and will vest 25% per year on each subsequent anniversary thereof. The Board
of Directors, in its discretion, may change the vesting period for new awards
under the Restricted Stock Grant Plan and may accelerate the vesting of awards
previously made under the Restricted Stock Grant Plan.
Stock certificates are held in the custody of the Company by means of a
trust until restrictions are removed. As beneficiaries of restricted stock
grants, the officers of the Company have the right to vote the restricted
stock held in their accounts and to receive all dividends paid.
To the extent readily determinable and as one of the factors in its
consideration of compensation matters, the Committee considers the anticipated
tax treatment to the Company and the executives of various payments and
benefits. Some types of compensation payments and their deductibility depend
on the timing of an executive's vesting or exercise of previously granted
rights. Further, interpretations of and changes in tax laws and other factors
beyond the Committee's control also affect the deductibility of compensation.
For these reasons, the Committee will not necessarily limit executive
compensation to that deductible under Section 162(m). The Committee will
consider various alternatives to preserving the deductibility of compensation
payments and benefits to the extent reasonably practicable and to the extent
consistent with its other compensation objectives.
CHIEF EXECUTIVE OFFICER COMPENSATION. Mr. Ronald L. Fancher became President
and Chief Executive Officer of the Company June 1, 1994, and served in this
capacity until February 21, 1995. The base salary of the Chief Executive
Officer is established using the same criteria as all other Company officers.
During
18
<PAGE>
fiscal year 1995, Mr. Fancher's annual base salary was $312,700 which placed
his salary at 92% of his salary range midpoint. His 1995 salary increase of 6%
was in accordance with the salary increase guidelines for a commendable
performer. Mr. Fancher did not receive a bonus associated with the 1995 fiscal
period prior to leaving the Company, nor did Mr. Fancher receive any shares of
Company stock during the 1995 fiscal year. Severance payments equivalent to
two (2) times annual base salary were provided to Mr. Fancher upon his
resignation from the Company. In addition, the Company provided outplacement
services to Mr. Fancher upon his resignation at a cost to the Company of
$64,050. Mr. Fancher also received a payment for unused vacation in the amount
of $21,649.
The Board of Directors did not elect at this time to fill the position of
Chief Executive Officer. Mr. Robert F. Stephens became the President and Chief
Operating Officer of the Company on February 21, 1995. Mr. Stephens received a
1995 salary increase of 6% on January 1, 1995 associated with his performance
in the previous fiscal period as the Executive Vice President of Corporate
Operations. When Mr. Stephens was promoted to President and Chief Operating
Officer of the Company, he received a 10% increase in annual base salary to
reflect the new level of executive responsibility accepted. Mr. Stephens'
annual base salary following his promotion was $253,000 which represents 90%
of the 1995 salary range midpoint for the position of President and Chief
Operating Officer.
Mr. Stephens received a bonus award for fiscal 1995 of $121,900 in
conformance with the provisions and performance objectives established through
the Atmos Energy Performance Bonus Plan. This incentive award payment is
considered appropriate and reasonable given the 1995 earnings per share of
$1.22. The Company's total return to shareholders for fiscal 1995, as
calculated for purposes of the performance graph, was 14.62% compared to the
weighted average total return of 11.56% for the gas distribution companies
used as the comparison companies in the performance graph. Mr. Stephens did
not receive a restricted stock grant award in fiscal 1995.
HUMAN RESOURCES COMMITTEE
John W. Norris, Jr., Chairman
Dan Busbee
Phillip E. Nichol
Carl S. Quinn
Charles K. Vaughan
19
<PAGE>
Performance Graph. The following graph compares the yearly percentage change
in the Company's total return to shareholders for the last five fiscal years
with the total return of the Standard and Poor's 500 Stock Index and the
cumulative total return of other natural gas distribution companies, each of
which receives at least 90% of its gross revenues from the distribution and
sale of natural gas to end users and has a September 30 fiscal year-end.
[CRC]
[GRAPH APPEARS HERE]
COMPARISON OF FIVE YEAR CUMULATIVE RETURN*
AMONG ATMOS, S&P 500 INDEX, AND COMPARISON COMPANY INDEX
<TABLE>
<CAPTION>
COMPARISON
S&P 500 COMPANY
FISCAL YEAR ATMOS Index Index
- ----------- ----- ------- ----------
<S> <C> <C> <C>
9/90 $100.00 $100.00 $100.00
9/91 $133.01 $131.10 $117.80
9/92 $150.23 $145.50 $142.41
9/93 $214.87 $164.40 $175.30
9/94 $196.85 $170.50 $154.27
9/95 $225.64 $221.00 $172.10
</TABLE>
*TOTAL RETURN ASSUMES REINVESTMENT OF DIVIDENDS
The following companies were included in the comparison company index used
in the graph: Atlanta Gas Light Company, Bay State Gas Company, The Brooklyn
Union Gas Company, Energen Corporation, Laclede Gas Company, Mobile Gas
Service Corporation, National Fuel Gas Company, New Jersey Resources
Corporation, North Carolina Natural Gas Corporation, NUI Corporation, Peoples
Energy Corporation, Public Service Company of North Carolina, Incorporated,
and Providence Energy Corporation.
20
<PAGE>
AUDITORS
Upon the recommendation by the Audit Committee, the Board of Directors
selected Ernst & Young LLP to continue as the Company's auditors for the
fiscal year ending September 30, 1996. The firm of Ernst & Young LLP and its
predecessors have been the independent auditors of the Company since the
Company's incorporation in 1983. It is expected that representatives of Ernst
& Young LLP will be present at the Annual Meeting. The representatives will
have the opportunity to make a statement if they desire to do so and are
expected to be available to respond to appropriate questions.
OTHER MATTERS
OTHER BUSINESS
The Company does not know of any other business which may come before the
Annual Meeting. However, if any other matters are properly brought before the
meeting by the management or any shareholder, it is the intention of each
person named in the accompanying proxy to vote such proxy in accordance with
his judgment on such matters. The enclosed proxy confers discretionary
authority to take action with respect to any additional matters which may come
before the meeting.
SHAREHOLDER PROPOSALS
In the event a shareholder intends to present a proposal at the 1997 Annual
Meeting of Shareholders, it must be received at the offices of the Company no
later than August 28, 1996.
By Order of the Board of Directors,
GLEN A. BLANSCET
Vice President, General Counsel
and Corporate Secretary
Dallas, Texas
December 27, 1995
21
<PAGE>
[ATMOS LOGO APPEARS HERE]
THIS IS YOUR PROXY.
YOUR VOTE IS IMPORTANT.
Regardless of whether you plan to attend the Annual Meeting of Shareholders, you
can be sure your shares are represented at the meeting by promptly returning
your proxy in the enclosed envelope.
COMPANY HIGHLIGHTS DURING 1995
* During fiscal 1995, the Company received about $2.8 million in annual
rate increases across its service areas. In October 1995, the Company
also settled its rate request in Kentucky. The settlement should provide
an annual net operating income benefit of approximately $4.0 million.
* The Company reported an increase in earnings of 28.6% in fiscal 1995
despite winter weather that was 10% warmer than normal.
* The Company acquired Oceana Heights Gas Company in November 1995. Oceana
serves 9,200 customers in south Louisiana, which will increase the
Company's Louisiana customer base by 13%.
<PAGE>
ATMOS ENERGY CORPORATION
P PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE COMPANY FOR ANNUAL MEETING, FEBRUARY 14, 1996
R
The undersigned hereby constitutes and appoints Dan Busbee, Robert F.
O Stephens, and Charles K. Vaughan, and each of them, his or her true and
lawful agents and proxies with full power of substitution in each, to
X represent the undersigned at the Annual Meeting of Shareholders of ATMOS
ENERGY CORPORATION, to be held at the Westin Hotel, Tabor Center Denver, in
Y Denver, Colorado on Wednesday, February 14, 1996, and at any adjournment
thereof, on all matters coming before said meeting.
You are encouraged to specify your choice by marking the appropriate
box, SEE REVERSE SIDE, but you need not mark any box if you wish to vote in
accordance with the Board of Directors' recommendations. The Proxies cannot
vote your shares unless you sign and return this card.
-------------
CONTINUED AND TO BE SIGNED ON REVERSE SIDE |See Reverse|
| Side |
-------------
<PAGE>
[X] PLEASE MARK
VOTES AS IN
THIS EXAMPLE.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
AND AUTHORIZES THE PROXIES TO TAKE ACTION IN THEIR DISCRETION UPON OTHER MATTERS
THAT MAY PROPERLY COME BEFORE THE MEETING. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES.
The Board of Directors recommends a vote FOR the election of all nominees for
director.
Nominees for Director: CLASS I: Travis W. Bain II, Dan Busbee, John W. Norris,
Jr.; CLASS II: Thomas C. Meredith, Robert F. Stephens; CLASS III: James F.
Purser
[_] FOR [_] WITHHELD
ALL FROM ALL
NOMINEES NOMINEES
FOR, EXCEPT VOTE WITHHELD FROM THE FOLLOWING NOMINEE(S):
MARK HERE [_]
____________________________________________________ FOR ADDRESS
CHANGE AND
NOTE AT LEFT
Please sign exactly as your name appears
hereon. Joint owners should each sign.
When signing as attorney, executor,
administrator, trustee, or guardian,
please give full title as such.
Signature:__________________Date:_______Signature:_________________Date:________
