FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from __________ to __________
Commission File Number 33-57687
EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST
FOR EMPLOYEES OF ATMOS ENERGY CORPORATION,
(As restated effective January 1, 1991)
(Full title of the plan and the address of the
plan, if different from that of the issuer named below)
ATMOS ENERGY CORPORATION
Three Lincoln Centre, Suite 1800
5430 LBJ Freeway
Dallas, Texas 75240
(Name of issuer of the securities held
pursuant to the plan and the
address of its principal executive office)<PAGE>
EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST
FOR EMPLOYEES OF ATMOS ENERGY CORPORATION
(As restated effective January 1, 1991)
FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULES
DECEMBER 31, 1994
with
REPORT OF INDEPENDENT AUDITORS<PAGE>
CONTENTS
Page
Number
------
Report of Independent Auditors
Financial Statements
Statements of financial condition 1
Statements of income and changes in plan equity 2
Notes to financial statements 3
Supplemental Schedules
Assets held for investment
Transactions or series of transactions in excess
of 5% of Plan assets<PAGE>
Report of Ernst & Young LLP, Independent Auditors
The Employee Stock Ownership Plan Committee
Employee Stock Ownership Plan and Trust
for Employees of Atmos Energy Corporation
(As restated effective January 1, 1991)
We have audited the accompanying statements of financial condition
of the Employee Stock Ownership Plan and Trust for Employees of
Atmos Energy Corporation (As restated effective January 1, 1991)
(the "Plan") as of December 31, 1994 and 1993, and the related
statements of income and changes in plan equity for each of the
three years in the period ended December 31, 1994. These
financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of the
Plan at December 31, 1994 and 1993, and the income and changes in
plan equity for each of the three years in the period ended
December 31, 1994, in conformity with generally accepted
accounting principles.
Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The accompanying
supplemental schedules of assets held for investment at December
31, 1994, and transactions or series of transactions in excess of
5% of Plan assets for the year ended December 31, 1994, are
presented for purposes of complying with the Department of Labor's
Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974, and are not a
required part of the financial statements. The supplemental
schedules have been subjected to the auditing procedures applied
in our audit of the 1994 financial statements and, in our opinion,
are fairly stated in all material respects in relation to the 1994
financial statements taken as a whole.
ERNST & YOUNG LLP
Dallas, Texas
June 16, 1995<PAGE>
EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST
FOR EMPLOYEES OF ATMOS ENERGY CORPORATION
(As restated effective January 1, 1991)
STATEMENTS OF FINANCIAL CONDITION
December 31,
-------------------------
ASSETS 1994 1993
- ------ ----------- -----------
Investments, at fair value (Notes
2, 4 and 6):
Common stock of Atmos Energy
Corporation (1994- 1,664,391
shares, cost of $21,526,254
and 1993- 1,529,117 shares,
cost of $18,389,063) $28,294,646 $28,161,219
T. Rowe Price Prime Reserve Fund 1,209,497 1,476,700
T. Rowe Price Spectrum Growth
Fund (1994- 24,747 shares, cost
of $292,424 and 1993- 4,301
shares, cost of $49,631) 275,430 51,050
T. Rowe Price Spectrum Income
Fund (1994- 13,740 shares,
cost of $146,445 and 1993- 14,959
shares, cost of $165,452) 138,907 166,199
----------- -----------
Total investments 29,918,480 29,855,168
Receivables:
Participants' salary reductions 127,957 85,929
Company's matching contributions 83,745 62,024
Miscellaneous - 50
----------- -----------
Total receivables 211,702 148,003
Cash - 67
----------- -----------
Total assets $30,130,182 $30,003,238
=========== ===========
LIABILITIES AND EQUITY
- ----------------------
Plan equity 30,130,182 30,003,238
----------- -----------
Total liabilities and equity $30,130,182 $30,003,238
=========== ===========
The accompanying notes are an integral part of these financial
statements.
1<PAGE>
EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST
FOR EMPLOYEES OF ATMOS ENERGY CORPORATION
(As restated effective January 1, 1991)
STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY
Year ended December 31,
------------------------------------
1994 1993 1992
----------- ----------- -----------
Investment income (Note 2):
Dividends on common stock $ 1,424,934 $ 1,230,544 $ 1,120,492
Interest income 82,068 53,778 108,187
----------- ----------- -----------
Net investment income 1,507,002 1,284,322 1,228,679
Net realized gain on
disposition of invest-
ments (Note 7) 636,370 580,948 602,195
Unrealized appreciation
(depreciation) on
investments (Note 6) (3,030,462) 3,253,720 12,418
Contributions (Notes 1
and 4):
Participants' salary
reductions 2,852,269 1,919,996 1,704,242
Company's matching 1,907,010 1,441,311 1,341,177
Company's discretionary - 1,000,000 -
----------- ----------- -----------
4,759,279 4,361,307 3,045,419
Annual distributions
(Note 5) (283,255) (202,749) (200,295)
Distribution of dividends
on common stock (1,424,934) (1,230,544) (1,119,848)
Withdrawals (Note 5) (2,037,056) (1,339,266) (2,529,961)
----------- ----------- -----------
Increase in plan equity 126,944 6,707,738 1,038,607
Plan equity at beginning
of year 30,003,238 23,295,500 22,256,893
----------- ----------- -----------
Plan equity at end of year $30,130,182 $30,003,238 $23,295,500
=========== =========== ===========
The accompanying notes are an integral part of these financial statements.
2<PAGE>
EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST
FOR EMPLOYEES OF ATMOS ENERGY CORPORATION
(As restated effective January 1, 1991)
NOTES TO FINANCIAL STATEMENTS
1. Description of the Plan
The following brief description of the Employee Stock Ownership Plan
and Trust for Employees of Atmos Energy Corporation (As restated
effective January 1, 1991) (the "Plan") is provided for general
information only. Plan participants should refer to the Plan document
for a more complete description of the Plan provisions.
The Plan is a trusteed defined contribution retirement benefit plan
offered to eligible employees of Atmos Energy Corporation (the "Com-
pany" or "Atmos"). The Plan is to continue for an indefinite term and
may be amended or terminated at any time by the Board of Directors of
Atmos (the "Board").
The Plan is intended to meet the requirements of Sections 401(a),
501(a), and 4975(e) of the Internal Revenue Code of 1986 as amended
(the "Code") and the requirements of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"). The Plan is subject to
certain provisions of ERISA relative to participation, vesting, and the
fiduciary responsibility of plan administrators but is not subject to
the provisions which deal with funding requirements, prohibitions
against holding employer securities, or plan termination insurance.
The Plan allows for the participation of all employees of the Company
with at least one year of service (except leased employees and any
employees covered by a collective bargaining agreement in which Plan
participation has not been negotiated through good faith bargaining)
effective on the earlier of January 1, April 1, July 1, or October 1
after which one year of service has been completed.
Contributions to the Plan include contributions withheld by the
employer on behalf of each employee in the amount specified by the
employee pursuant to a salary reduction agreement as well as matching
employer contributions in an amount, determined by the Board, which is
at least 25% of all or a portion of the employee's annual salary
reduction unless the Company's financial condition warrants no matching
contribution as determined at the sole discretion of the Board.
Eligible employees may elect a salary reduction (not to exceed $9,240
in 1994, $8,994 in 1993, $8,728 in 1992), ranging from a minimum of 2%
to a maximum of 10% of compensation. For the year ended December 31,
1994, the maximum employer matching contribution was set by the Board
at 4% of compensation with such contributions being matched 100% by the
Company. The Company may revoke or amend any participant's salary
reduction agreement if necessary to ensure that (1) each participant's
additions for any year will not exceed applicable Internal Revenue
Service ("IRS") limitations and (2) Company matching contributions will
be fully deductible for federal income tax purposes. The Plan also
provides that a discretionary contribution may be made at the option of
3<PAGE>
the Board and in an amount determined annually by the Board. The Plan
received a $1,000,000 discretionary contribution for the year ended
December 31, 1993. There were 1,681 participants who had an account
balance in the stock purchase program of the Plan at December 31, 1994,
156, 226, and 311 of whom were also participants in the T. Rowe Price
Prime Reserve Fund, T. Rowe Price Spectrum Income Fund and T. Rowe
Price Spectrum Growth Fund, respectively.
Effective January 1, 1991, the Plan was restated pursuant to the
provisions of the Employee Stock Ownership Plan and Trust for Employees
of Atmos Energy Corporation, as amended (the "Prior Plan"). The Plan
allows certain participants' salary reductions made on or after January
1, 1993 to be invested in a diversified fund. A diversified fund is a
fund managed by an individual qualified with respect to the Plan as an
"investment manager" within the meaning of Section 3 (38) of ERISA,
consisting of a fixed income fund, T. Rowe Price Spectrum Income Fund,
and T. Rowe Price Spectrum Growth Fund and such other fund or funds as
may be selected from time to time by the Committee. The restatement
also incorporates changes required by the Tax Reform Act of 1986.
The plan was amended in April 1994 to comply with certain technical
requirements of the tax law.
While the Company has not expressed any intent to terminate the Plan,
it is free to do so at any time. In the event of the dissolution,
merger, consolidation or reorganization of the Company, the Plan shall
terminate and the trust shall be liquidated, unless the Plan is
continued by a successor. Upon such liquidation, all accounts shall be
distributed to the participants.
Subsequent to year-end, the balances in the Greeley Retirement and
Savings Plan (GRASP) of approximately $4,300,000 were liquidated and
contributed to the ESOP.
2. Significant accounting policies
Investments in common stock, T. Rowe Price Spectrum Growth Fund and
Spectrum Income Fund are stated at market value, as determined by
reference to published market data. Investments in the T. Rowe Price
Prime Reserve Fund are stated at cost, which approximates market value.
Purchases and sales of securities are recorded on the trade date, and
investment income is recorded on the accrual basis. Realized gains and
losses from security transactions are reported on the average histori-
cal cost method.
3. Income taxes
In April 1994, the IRS informed the Company that the Plan, as amended
and restated, qualifies under Section 401(a) of the Code and the trust
is exempt from federal income taxes under provisions of Section 501(a)
of the Code. Management intends to maintain the qualified status of
the plan.
4<PAGE>
Generally, participants do not pay federal income taxes on salary
reduction contributions, employer contributions or investment income
until funds are withdrawn from the Plan. The foregoing abbreviated
discussion of the federal income tax consequences resulting from
participation in the Plan is not intended to include all tax aspects of
such participation.
4. Administration of the Plan and Plan Assets
The Plan is administered by the Employee Stock Ownership Plan Committee
(the "Committee") consisting of at least three persons who are ap-
pointed by the Board. The members of the Committee serve at the
pleasure of the Board without compensation. Their duties include
supervising the Plan and determining whether any change of election,
change of contribution, or withdrawal made by a participating employee
is in accordance with the Plan. Certain administrative functions are
performed by employees of the Company. No employee of the Company
receives compensation from the Plan.
In accordance with the Plan, the Company has appointed the Employee
Stock Ownership Plan Trust Committee as Trustee of the Plan. The
Trustee may be removed at the discretion of the Board. The Trustee
shall vote any common stock held in the trust in accordance with
directions received from the participating employees or at its discre-
tion if there are no such directions. The Plan's assets, consisting of
Atmos common stock and mutual fund shares, are held by T. Rowe Price
Associates, Inc., the Custodian of the Plan. Substantially all expenses
of the Plan are paid by the Company.
Contributions to the Plan are held and managed by the Custodian, which
invests cash received, interest income and dividend income and makes
distributions to participants. All contributions to a participant's
account are immediately and fully vested. For the 1994 and 1993 plan
years, all contributions were invested primarily in common stock of the
Company. The Plan purchases Atmos common stock as needed at current
market value or from the Company as an original issue.
5<PAGE>
With certain limitations, Company contributions, Plan expenses and
dividends on shares of Atmos common stock held by the Plan are deduct-
ible by the Company when paid.
Prior to October 1, 1987, the Plan also invested in a fixed income
fund. During October 1987, participants were given a one-time option
of reinvesting fixed income funds in Atmos common stock. Fixed income
funds not reinvested in Atmos common stock will remain in the Plan
until withdrawn by the participants. Effective January 1, 1993,
participants in the fixed income fund are allowed to transfer to the
diversified fund as discussed, in Note 1 above.
At December 31, 1994 and 1993, amounts held in the fixed income fund
were invested in the T. Rowe Price Prime Reserve Fund.
5. Distributions and withdrawals
Dividends received on Atmos common stock, in accordance with the Plan,
must be distributed to participants no later than 90 days after the
Plan year-end. However, currently they are distributed quarterly.
A participant may elect to receive an annual distribution of any
employer matching or discretionary contribution that was allocated to
his account at least two years prior to such election. These annual
elections are made as of January 1.
The annual distribution from the Plan is normally made in February of
the following year. Information with respect to such distributions
during the years indicated is set forth below:
Atmos common stock
------------------
Year Market
distributed Shares value Cash Total
----------- ------ ------- -------- --------
1994 820 $22,573 $260,682 $283,255
1993 6,410 $99,348 $103,401 $202,749
1992 4,632 $71,024 $129,271 $200,295
Subsequent to year end, elections were made by plan participants for
annual distributions of $207,146 in cash and 2,185 shares having a
market value of $36,053 at the date of distribution.
In the event of retirement, death, termination due to disability or
termination of employment for another reason, the participant is
entitled to withdraw the entire amount from each of his accounts.
Withdrawals from a participant's salary reduction account, as well as
the employer matching and discretionary accounts, are also allowed upon
proof of financial hardship meeting IRS "Safe Harbor" definitions or,
if elected, subsequent to the participant's attaining age 59-1/2. Such
withdrawal may be in the form of Atmos common stock or cash, as
determined by the Committee. However, a participant has the right to
6<PAGE>
have withdrawals made in the form of Atmos common stock upon written
notice by the participant.
Withdrawals from the Plan due to financial hardship, retirement or
termination during the years ended December 31, 1994, 1993 and 1992
consisted of the following:
Atmos common stock
------------------
Year Market
distributed Shares value Cash Total
----------- ------ -------- -------- --------
1994 25,084 $444,197 $1,592,859 $2,037,056
1993 14,334 $284,077 $1,055,189 $1,339,266
1992 56,463 $788,528 $1,741,433 $2,529,961
6. Unrealized appreciation (depreciation) of investments
Unrealized appreciation (depreciation) reflects the difference between
quoted market price and cost of investments held by the Plan. The
following table presents the changes in unrealized appreciation
(depreciation) of the investments for the years ended December 31,
1994, 1993 and 1992:
1994 1993 1992
---------- ---------- ----------
Unrealized appreciation,
beginning of year $9,774,322 $6,520,602 $6,508,184
Increase (decrease)
during the year, net (3,030,462) 3,253,720 12,418
---------- ----------- ----------
Unrealized appreciation,
end of year $6,743,860 $9,774,322 $6,520,602
========== ========== ==========
7. Net realized gain on disposition of investments
The cost of shares sold, distributed or withdrawn from the Plan
represents the average historical cost of shares allocated to each
participant's account.
During the year ended December 31, 1994, certain participants elected
to receive distributions from the Plan in cash. The Plan sold the
common stock in the participants' accounts at market value, and the
proceeds from such sales were remitted to the participants.
7<PAGE>
The following summarizes the components of the net realized gain on
disposition of investments for the years ended December 31, 1994, 1993 and
1992:
1994 1993 1992
-------- -------- --------
Withdrawals and distributions
of common stock (Note 5):
Market value at date of
withdrawal $ 466,770 $383,424 $859,549
Cost 303,106 218,196 586,633
---------- -------- --------
163,664 165,228 272,916
Sales of common stock:
Proceeds 1,403,137 929,768 960,833
Cost 927,673 526,412 650,489
---------- -------- --------
475,464 403,356 310,344
---------- -------- --------
Net realized gain on disposition
of common stock 639,128 568,584 583,260
Gain (loss) on disposition of
other investments (2,758) 12,364 18,935
---------- -------- --------
Net realized gain on disposition
of investments $ 636,370 $580,948 $602,195
========== ======== ========
Disclosures of net realized gains (losses) on disposition of investments
and unrealized appreciation (depreciation) of investments for compliance
with Form 5500 reporting instructions require a revaluing of the cost of
investments to the fair value at the beginning of the year or purchase
price if acquired during the year. Consequently, this method results in a
realized gain of $121,234 and an unrealized loss of $2,515,326 for the year
ended December 31, 1994, and a realized loss of $29,504 and an unrealized
gain of $3,864,172 for the year ended December 31, 1993, on the disposition
of investments being reported on Form 5500.
8<PAGE>
8. Differences between financial statements and Form 5500 due to amounts
allocated to withdrawn participants
The following is a reconciliation of plan equity per the financial
statements to the Form 5500:
December 31,
----------------------------
1994 1993
----------- -----------
Plan equity per the financial
statements $30,130,182 $30,003,238
Amounts allocated to withdrawn
participants (84,935) (37,098)
----------- -----------
Plan equity per the Form 5500 $30,045,247 $29,966,140
=========== ===========
The following is a reconciliation of withdrawals per the financial state-
ments to the Form 5500:
Year ended
December 31,
1994
------------
Withdrawals per financial
statements $2,037,056
Add: Amounts allocated to
withdrawn participants at
December 31, 1994 84,935
Less: Amounts allocated to
withdrawn participants at
December 31, 1993 (37,098)
-----------
Withdrawals per the Form 5500 $2,084,893
==========
9<PAGE>
<TABLE>
9. Allocation of assets and liabilities and plan equity to investment
funds
<CAPTION>
December 31, 1994
--------------------------------------------------------------------
Prime Spectrum Spectrum
Stock purchase Reserve Growth Income
program Fund Fund Fund Total
-------------- ------------ ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
ASSETS
-------
Investments, at fair value:
Common stock of Atmos $28,294,646 $ - $ - $ - $28,294,646
T. Rowe Price Prime Reserve Fund - 1,209,497 - - 1,209,497
T. Rowe Price Spectrum Growth Fund - - 275,430 - 275,430
T. Rowe Price Spectrum Income Fund - - 138,907 138,907
---------- ---------- ---------- ---------- ----------
Total investments 28,294,646 1,209,497 275,430 138,907 29,918,480
Receivables:
Participants' contributions 108,862 1,935 11,764 5,396 127,957
Company's matching contributions 83,745 - - - 83,745
Miscellaneous - - - - -
---------- ---------- ---------- ---------- ----------
Total receivables 192,607 1,935 11,764 5,396 211,702
----------- ---------- ---------- ---------- -----------
$28,487,253 $1,211,432 $287,194 $144,303 $30,130,182
=========== ========== ========== ========== ===========
LIABILITIES AND EQUITY
-----------------------
Plan equity $28,487,253 $1,211,432 $287,194 $144,303 $30,130,182
=========== ========== ========== ========== ===========
</TABLE>
10<PAGE>
<TABLE>
9. Allocation of assets and liabilities and plan equity to investment
funds (continued)
<CAPTION>
December 31, 1993
--------------------------------------------------------------------
Prime Spectrum Spectrum
Stock purchase Reserve Growth Income
program Fund Fund Fund Total
-------------- ------------ ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
ASSETS
-------
Investments, at fair value:
Common stock of Atmos $28,161,219 $ - $ - $ - $28,161,219
T. Rowe Price Prime Reserve Fund - 1,476,700 - - 1,476,700
T. Rowe Price Spectrum Growth Fund - - 51,050 - 51,050
T. Rowe Price Spectrum Income Fund - - 166,199 166,199
---------- ---------- ---------- ---------- ----------
Total investments 28,161,219 1,476,700 51,050 166,199 29,855,168
Receivables:
Participants' contributions 85,929 - - - 85,929
Company's matching contributions 62,024 - - - 62,024
Miscellaneous 50 - - - 50
---------- ---------- ---------- ---------- ----------
Total receivables 148,003 - - - 148,003
Cash 67 - - - 67
----------- ---------- ---------- ---------- -----------
$28,309,289 $1,476,700 $51,050 $166,199 $30,003,238
=========== ========== ========== ========== ===========
LIABILITIES AND EQUITY
-----------------------
Plan equity $28,309,289 $1,476,700 $51,050 $166,199 $30,003,238
=========== ========== ========== ========== ===========
</TABLE>
11 <PAGE>
<TABLE>
10. Allocation of income and changes in plan equity to investment funds
<CAPTION>
Year ended December 31, 1994
------------------------------------------------------------
Prime Spectrum Spectrum
Stock purchase Reserve Growth Income
program Fund Fund Fund Total
-------------- ------------ --------- -------- ----------
<S> <C> <C> <C> <C> <C>
Investment income:
Dividends on common stock $1,424,934 $ - $ - $ - $ 1,424,934
Interest income - 47,684 20,596 13,788 82,068
----------- ----------- --------- -------- ----------
Net investment income 1,424,934 47,684 20,596 13,788 1,507,002
Net realized gain on
disposition of investments 639,128 - 1,931 (4,689) 636,370
Unrealized depreciation on
investments (3,003,772) - (18,409) (8,281) (3,030,462)
Contributions:
Participants' 2,499,447 39,112 208,215 105,495 2,852,269
Company's matching 1,907,010 - - - 1,907,010
----------- ----------- --------- -------- ----------
4,406,457 39,112 208,215 105,495 4,759,279
Annual distributions (283,255) - - - (283,255)
Distribution of dividends
on common stock (1,424,934) - - - (1,424,934)
Withdrawals (1,599,276) (181,124) (49,321) (207,335) (2,037,056)
----------- ----------- -------- -------- -----------
Increase (decrease) in plan
equity 159,282 (94,328) 163,012 (101,022) 126,944
Net transfers in (out) 18,682 (170,940) 73,132 79,126 -
Plan equity at beginning of year 28,309,289 1,476,700 51,050 166,199 30,003,238
----------- ----------- -------- -------- -----------
Plan equity at end of year $28,487,253 $1,211,432 $287,194 $144,303 $30,130,182
=========== =========== ======== ======== ===========
</TABLE>
12 <PAGE>
<TABLE>
10. Allocation of income and changes in plan equity to investment funds
(continued)
<CAPTION>
Year ended December 31, 1993
------------------------------------------------------------
Prime Spectrum Spectrum
Stock purchase Reserve Growth Income
program Fund Fund Fund Total
-------------- ------------ -------- -------- ----------
<S> <C> <C> <C> <C> <C>
Investment income:
Dividends on common stock $1,230,544 $ - $ - $ - $ 1,230,544
Interest income - 40,673 3,523 9,582 53,778
----------- ---------- ------- -------- -----------
Net investment income 1,230,544 40,673 3,523 9,582 1,284,322
Net realized gain on
disposition of investments 580,948 - - - 580,948
Unrealized appreciation on
investments 3,251,554 - 1,419 747 3,253,720
Contributions:
Participants' 1,827,548 8,494 37,112 46,842 1,919,996
Company's matching 1,441,311 - - - 1,441,311
Company's discretionary 1,000,000 - - - 1,000,000
----------- ---------- ------- -------- -----------
4,268,859 8,494 37,112 46,842 4,361,307
Annual distributions (196,872) (5,877) - - (202,749)
Distribution of dividends
on common stock (1,230,544) - - - (1,230,544)
Withdrawals (1,179,332) (159,934) - - (1,339,266)
----------- ---------- ------- -------- -----------
Increase (decrease) in plan
equity 6,725,157 (116,644) 42,054 57,171 6,707,738
Net transfers in (out) 1,780 (119,804) 8,996 109,028 -
Plan equity at beginning of year 21,582,352 1,713,148 - - 23,295,500
----------- ---------- ------- -------- -----------
Plan equity at end of year $28,309,289 $1,476,700 $51,050 $166,199 $30,003,238
=========== ========== ======= ======== ===========
</TABLE>
13 <PAGE>
10. Allocation of income and changes in plan equity to investment funds
(continued)
Year ended December 31, 1992
--------------------------------------
Stock purchase Fixed income
program fund Total
-------------- ------------ ----------
Investment income:
Dividends on common stock $ 1,120,492 $ - $ 1,120,492
Interest income 2,563 105,624 108,187
----------- ---------- -----------
Net investment income 1,123,055 105,624 1,228,679
Net realized gain on
disposition of investments 586,647 15,548 602,195
Unrealized appreciation on
investments 12,418 - 12,418
Contributions:
Participants' 1,704,242 - 1,704,242
Company's matching 1,341,177 - 1,341,177
----------- ---------- -----------
3,045,419 - 3,045,419
Annual distributions (186,207) (14,088) (200,295)
Distribution of dividends
on common stock (1,119,848) - (1,119,848)
Withdrawals (1,815,169) (714,792) (2,529,961)
----------- ---------- -----------
Increase (decrease) in
plan equity 1,646,315 (607,708) 1,038,607
Plan equity at beginning
of year 19,936,037 2,320,856 22,256,893
----------- ---------- -----------
Plan equity at end of year $21,582,352 $1,713,148 $23,295,500
=========== ========== ===========
14<PAGE>
EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST FOR EMPLOYEES OF
ATMOS ENERGY CORPORATION (As restated effective January 1, 1991)
ITEM 27a - ASSETS HELD FOR INVESTMENT
December 31, 1994
Description Shares Cost Fair value
- ----------- --------- ----------- -----------
Atmos Energy Corporation
common stock * 1,664,391 $21,526,254 $28,294,646
========= =========== ===========
T. Rowe Price Prime Reserve
Fund * $ 1,209,497 $ 1,209,497
=========== ===========
T. Rowe Price Spectrum
Growth Fund * 24,747 $ 292,424 $ 275,430
========= =========== ===========
T. Rowe Price Spectrum
Income Fund * 13,740 $ 146,445 $ 138,907
========= =========== ===========
* Indicates party-in-interest in plan.
15 <PAGE>
<TABLE>
EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST
FOR EMPLOYEES OF ATMOS ENERGY CORPORATION
(As restated effective January 1, 1991)
ITEM 27d - TRANSACTIONS OR SERIES OF TRANSACTIONS
IN EXCESS OF 5% OF PLAN ASSETS
Year ended December 31, 1994
<CAPTION>
Expenses
Number incurred Current value
of with of asset on Net
Identity of Description trans- Purchase Selling trans- Cost of transaction gain
party involved of asset actions price price action asset date (loss)
- -------------- ------------ -------- ------- ------- -------- ------- ----------- -------
Category (iii) - Series of transactions in excess of 5 percent of plan assets
- -----------------------------------------------------------------------------
<S> <S> <C> <C> <C> <C> <C> <C> <C>
Atmos Energy Atmos Common 38 $4,367,970 - - $4,367,970 $4,367,970 -
Corporation* Stock
Atmos Energy Atmos Common 36 - $1,869,907 - $1,230,779 $1,869,907 $639,128
Corporation* Stock
<FN>
There were no category (i), (ii), or (iv) reportable transactions during the
fiscal year ended December 31, 1994.
* Indicates party-in-interest in plan.
</TABLE>
16<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
members of the Employee Stock Ownership Plan Committee of the Employee Stock
Ownership Plan and Trust for Employees of Atmos Energy Corporation, as
amended, have duly caused this annual report to be signed on its behalf by
the undersigned, thereunto duly authorized.
EMPLOYEE STOCK OWNERSHIP PLAN AND
TRUST FOR EMPLOYEES OF ATMOS ENERGY
CORPORATION
(As restated effective January 1,
1991)
By: /s/ DON E. JAMES
---------------------------------------
June 27, 1995 Don E. James, Chairman of the Committee
17<PAGE>
EXHIBITS INDEX
Page number or
Exhibit incorporation by
numbers Description reference to
------- ----------- ----------------
4 Instruments defining rights of
security holders:
(a) Employee Stock Ownership Exhibit (4)(a) of
Plan and Trust of Employees Form 11-K for the
of Atmos Energy Corporation year ended December
(As restated effective 31, 1991 (File No.
January 1, 1991) 2-89113)
(b) Amendment 1 to the Employee Exhibit (4)(b) of
Stock Ownership Plan and Form 11-K for the
Trust for Employees of year ended December
Atmos Energy Corporation 31, 1992 (File No.
(As restated effective 2-89113)
January 1, 1991) dated June
12, 1992
(c) Amendment 2 to the Employee Exhibit (4)(c) of
Stock Ownership Plan and Form 11-K for the
Trust for Employees of year ended December
Atmos Energy Corporation 31, 1992 (File No.
(As restated effective 2-89113)
January 1, 1991) dated May
10, 1993
(d) Amendment 3 to the Employee Exhibit (4)(d) of
Stock Ownership Plan and Form S-8, dated
Trust for Employees of February 14, 1995
Atmos Energy Corporation (File No. 33-57687)
(As restated effective
January 1, 1991) dated
April 20, 1994
23 Consent of independent auditors
<PAGE>
EXHIBIT 23
----------
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statements (Form S-3 No. 33-56915, Form S-3 No. 33-58220, Form
S-8 No. 33-57687, Form S-8 No. 57695, and Form S-8 No. 33-68852)
of Atmos Energy Corporation and in the related Prospectuses of
our report dated June 16, 1995, with respect to the financial
statements and schedules of the Employee Stock Ownership Plan and
Trust for Employees of Atmos Energy Corporation (as restated
effective January 1, 1991) included in this Annual Report (Form
11-K) for the year ended December 31, 1994.
ERNST & YOUNG LLP
Dallas, Texas
June 27, 1995<PAGE>
