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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 16, 1997
REGISTRATION NO. 333-32475
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ATMOS ENERGY CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
TEXAS AND VIRGINIA 75-1743247
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
1800 THREE LINCOLN CENTRE
5430 LBJ FREEWAY
DALLAS, TEXAS 75240
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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GLEN A. BLANSCET
VICE PRESIDENT, GENERAL COUNSEL AND CORPORATE SECRETARY
1800 THREE LINCOLN CENTRE
5430 LBJ FREEWAY
DALLAS, TEXAS 75240
(972) 934-9227
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT OF SERVICE)
PLEASE SEND COPIES OF ALL COMMUNICATIONS TO:
BRYAN E. BISHOP
LOCKE PURNELL RAIN HARRELL
(A PROFESSIONAL CORPORATION)
2200 ROSS AVENUE, SUITE 2200
DALLAS, TEXAS 75201
(214) 740-8000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time to
time after the effective date of this Registration Statement.
If the only securities being registered on this Form are to be offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than the securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
Pursuant to Rule 429 of the Securities Act of 1933, the prospectus contained
in this registration statement relates to securities previously registered on
November 16, 1990 on Form S-3, Registration No. 33-37869, February 12, 1993 on
Form S-3, Registration No. 33-58220, October 14, 1993 on Form S-3,
Registration No. 33-70212 and December 16, 1994 on Form S-3, Registration No.
33-56915.
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the registration statement
shall become effective on such date as the Commission acting pursuant to said
section 8(a), may determine.
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PROSPECTUS
LOGO
[LOGO OF ATMOS ENERGY CORPORATION APPEARS HERE]
ATMOS ENERGY CORPORATION
DIRECT STOCK PURCHASE PLAN
Atmos Energy Corporation (the "Company"), as a service to registered holders
of its common stock, no par value ("Common Stock"), customers and other
investors, hereby offers a Direct Stock Purchase Plan (the "Plan"). The Plan
is designed to provide investors with a convenient and economical way to
purchase shares of Common Stock and to reinvest all or a portion of their cash
dividends in additional shares of Common Stock. No service fee or brokerage
commissions will be charged to participants for purchases made under the Plan.
Participants in the Plan may:
. Automatically reinvest cash dividends on all or a portion of the
shares of Common Stock registered in their name and on all shares held
in Plan accounts at a 3% discount from current market prices.
. Invest in Common Stock at current market prices by making voluntary
cash payments ("Voluntary Cash Payments") of at least $25 up to a
maximum of $100,000 each calendar year.
. Deposit share certificates for safekeeping.
. Make automatic monthly investments by electronic funds transfer from
their bank account.
. Establish an Individual Retirement Account ("IRA") and contribute or
roll over amounts to the IRA through a Plan account.
BankBoston, N.A. is administrator of the Plan and acts as agent for
participants ("Agent" or "BankBoston"). As Agent it will use dividends and
Voluntary Cash Payments received from participants to acquire shares of Common
Stock for the account of participants through the Plan. Individuals who are
not shareholders may make initial investments of at least $200 and not more
than $100,000 ("Initial Investments") and the Agent will purchase shares of
Common Stock through the Plan at current market prices. The Agent may purchase
shares on the open market or may purchase original issue shares from the
Company.
This prospectus (the "Prospectus") relates to 1,500,000 authorized shares of
Common Stock offered for purchase under the Plan and should be retained for
future reference. The Company's Common Stock is presently traded on the New
York Stock Exchange.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus is October 16, 1997.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act"), and in accordance therewith files
reports, proxy statements and other information with the Securities and
Exchange Commission (the "Commission"), which may be inspected and copied at
the public reference facilities maintained by the Commission at Judiciary
Plaza, Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
following regional offices of the Commission: New York Office (7 World Trade
Center, Suite 1300, New York, New York 10048) and Chicago Office (500 W.
Madison St., Suite 1400, Chicago, Illinois 60621-2511). Copies of such
materials also can be obtained from the Public Reference Section of the
Commission at Judiciary Plaza, Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549, at prescribed rates. Additionally, copies of reports, proxy
statements and other information filed with the Commission electronically by
the Company may be inspected by accessing the Commission's Internet site at
http://www.sec.gov.
The Company's securities are listed on the New York Stock Exchange, and
reports, proxy statements and other information concerning the Company can be
inspected at the offices of the New York Stock Exchange, 20 Broad Street, New
York, New York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have heretofore been filed by the Company
with the Commission pursuant to the Exchange Act, are incorporated herein by
reference and are deemed to be a part hereof:
(a) Annual Report on Form 10-K for the fiscal year ended September 30,
1996;
(b) Quarterly Report on Form 10-Q for the quarter ended December 31,
1996;
(c) Quarterly Report on Form 10-Q for the quarter ended March 31, 1997;
(d) Quarterly Report on Form 10-Q for the quarter ended June 30, 1997;
(e) Current Report on Form 8-K dated November 2, 1996;
(f) Current Report on Form 8-K dated November 12, 1996;
(g) Current Report on Form 8-K dated February 17, 1997;
(h) Current Report on Form 8-K dated March 17, 1997;
(i) Current Report on Form 8-K dated April 4, 1997;
(j) Current Report on Form 8-K dated June 10, 1997;
(k) Current Report on Form 8-K dated July 29, 1997; and
(l) The description of Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A dated September 7, 1988
(Commission File No. 1-10042) filed pursuant to Section 12 of the Exchange
Act and all amendments thereto and reports which have been filed for the
purpose of updating such description, including, without limitation, the
Registrant's Current Report on Form 8-K dated November 12, 1996.
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All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering of the shares of Common Stock offered hereby also
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of filing of such documents.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon the written or oral request of any such person,
a copy of any or all of the foregoing documents incorporated herein by
reference, other than exhibits to such documents (unless such exhibits are
specifically incorporated by reference into such documents). Such requests
should be directed to: Atmos Energy Corporation, 1800 Three Lincoln Centre,
5430 LBJ Freeway, Dallas, Texas 75240, Attention: Investor Relations.
THE COMPANY
Atmos Energy Corporation is the issuer of the Common Stock referred to
herein. The Company's principal executive offices are located at 1800 Three
Lincoln Centre, 5430 LBJ Freeway, Dallas, Texas 75240, and its telephone
number is (972) 934-9227.
The Company is primarily engaged in the distribution and sale of natural gas
to approximately 1,000,000 residential, commercial, industrial, agricultural,
and other customers in cities, towns and communities in parts of Texas,
Kentucky, Colorado, Kansas, Missouri, Louisiana, Tennessee, Illinois, Iowa,
Georgia, North Carolina, South Carolina and Virginia.
THE OFFERING
This Prospectus relates to 1,500,000 authorized shares of Common Stock
offered for purchase under the Plan by shareholders of record, customers and
other investors through the reinvestment of dividends, Voluntary Cash Payments
of at least $25 and not more than $100,000 per calendar year, and Initial
Investments of at least $200 and not more than $100,000.
Shares purchased with reinvested dividends are offered at a 3% discount from
current market prices. Such discount has not been changed since the inception
of the discount and could be adjusted by the Company depending upon the number
of shares purchased under the Plan and the willingness of the Company to
continue to offer the discount at the current level. There is no maximum
number of shares or dollar amount of dividend reinvestment under the Plan.
There is no discount applicable to shares purchased with Voluntary Cash
Payments or Initial Investments. Such shares are purchased at current market
prices. No more than $100,000 of Voluntary Cash Payments may
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be made by a participant during each calendar year and a non-shareholder may
not make an Initial Investment of more than $100,000. However, after an
Initial Investment is made, a participant is allowed to make Voluntary Cash
Payments up to $100,000 during the next calendar year.
The discount on shares purchased with reinvested dividends and the absence
of a maximum on dividend reinvestment may provide an incentive for certain
persons to enter into transactions that would allow them to acquire shares
prior to a dividend record date, reinvest at the discounted purchase price and
resell the shares in order to capture the discount. The Company has not
experienced nor does it expect significant activity of such nature. Any person
engaging in such transactions may be considered to be an underwriter within
the meaning of section 2(11) of the Securities Act of 1933. The Company has
not entered into any arrangement, either formal or informal, with any person
to engage in such transactions.
PLAN OF DISTRIBUTION
The Common Stock being offered hereby is offered pursuant to a dividend
reinvestment and direct stock purchase plan, the terms of which provide for
the purchase by the Agent of shares of Common Stock on the open market or
directly from the Company, at the Company's discretion. Atmos pays all fees,
commissions and expenses incurred in connection with the Plan including the
annual administrative fee. However, a participant is responsible for all
commissions and fees relating to the sale of all or a portion of the shares of
Common Stock in his or her Plan account.
THE PLAN
The following is a question and answer statement of the provisions of the
Direct Stock Purchase Plan:
PURPOSE AND ADVANTAGES
1. What is the purpose of the Plan?
The purpose of the Plan is to provide to Company shareholders, customers and
other investors a simple, convenient and economical way to accumulate and
increase their investment in Common Stock and to reinvest all or a portion of
their cash dividends in additional shares of Common Stock.
2. What are some of the advantages of the Plan?
--Participants have the opportunity to reinvest cash dividends on all or a
portion of the shares of Common Stock registered in their names and on all
shares held in Plan accounts at a 3% discount from current market prices.
--Participants in the Plan may purchase additional shares of Common Stock at
100% of market price by making Voluntary Cash Payments of at least $25 up to
$100,000 per calendar year. Voluntary Cash Payments may be made by check,
money order or electronic funds transfer from a predesignated U.S. checking or
savings account.
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--Persons who are not already shareholders may purchase shares of Common
Stock at 100% of market price and become a participant in the Plan by making
an Initial Investment of at least $200 and not more than $100,000.
--All shares of Common Stock are purchased under the Plan without charge to
Plan participants or any service fees or brokerage commissions.
--The Plan offers a "Safekeeping" service whereby shareholders of record may
deposit their Common Stock certificates with the Agent and have their
ownership of such Common Stock maintained on the Agent's records as part of
their Plan account.
--An IRA or SEP-IRA may be established through an individual or employer
Simplified Employee Pension contribution, or rolled over from an existing IRA
or SEP-IRA through the Plan.
--Participants may direct the Agent to transfer, at any time and at no cost
to the participant, all or a portion of the participant's shares held under
the Plan to another person. (Gift certificates are available from the Agent).
--Statements of account are mailed to participants after any investment
activity in the participant's account.
DISADVANTAGES OF THE PLAN
3. What are some of the disadvantages of the Plan?
By not receiving cash dividends, but instead having Common Stock purchased
for their accounts, participants must bear the market risk associated with the
Common Stock. Also, participants have no control over the price at which
Common Stock is purchased or sold for their accounts.
ADMINISTRATION
4. Who administers the Plan?
BankBoston administers the Plan, purchases and holds shares of Common Stock
acquired under the Plan, maintains records, and sends statements of account
activity to participants. All Enrollment Authorization Forms (as described in
Question No. 7), Voluntary Cash Payments, Initial Investment Forms, notices of
withdrawal and all other matters and communications related to the Plan should
be addressed to:
ATMOS Energy Corporation
c/o BankBoston, N.A.
Dividend Reinvestment Department
Mail Stop: 45-01-06
P. O. Box 1681
Boston, MA 02105-1681
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PLEASE MENTION ATMOS ENERGY CORPORATION IN ALL CORRESPONDENCE AND PROVIDE
YOUR PLAN ACCOUNT NUMBER AND/OR SOCIAL SECURITY NUMBER.
Participants may also telephone the Agent at (617) 575-3100 or Toll Free at
1-800-543-3038, 9:00 a.m.-6:00 p.m., Eastern time, or may call Atmos Toll Free
at 1-800-382-8667, 7:30 a.m.-4:30 p.m., Central time.
PARTICIPATION
5. Who is eligible to participate in the Plan?
Any person or entity, whether or not a holder of record of Common Stock, is
eligible to join the Plan, provided that (a) such person or entity fulfills
the prerequisites for participation described below under "Enrollment
Procedures", and (b) in the case of citizens or residents of a country other
than the United States, its territories, and possessions, participation would
not violate local laws applicable to the Company or the participant.
Participants in the Company's Employee Stock Ownership Plan ("ESOP") are not
eligible to participate in the Plan through the ESOP; provided, however, that
ESOP participants who are also shareholders of record are eligible to
participate in the Plan with respect to shares held outside the ESOP, or they
may join the Plan by making an Initial Investment.
ENROLLMENT PROCEDURES
6. How does a person participate in the Plan?
(a) Shareholders of record--After being furnished a copy of the Plan
Prospectus, record holders of Common Stock may join the Plan by completing
and returning to the Agent an enrollment authorization form (the
"Enrollment Authorization Form") (See Question No. 7).
(b) Beneficial Owners--After being furnished a copy of the Plan
Prospectus, a beneficial owner whose shares are registered in a name other
than his or her own (for example, in the name of a broker or bank nominee)
may participate by making arrangements with his or her broker or bank to
participate on his or her behalf through the Depository Trust Company
Dividend Reinvestment Service. Brokers and nominees owning Common Stock at
Depository Trust Company may participate in the Plan through such service.
(c) Persons not presently owners of shares of Common Stock--After being
furnished a copy of the Plan Prospectus, a person not presently owning
Common Stock may enroll in the Plan by completing and returning to the
Agent an initial investment form (the "Initial Investment Form"), and
making an Initial Investment in the form of a check or money order in an
amount not less than $200 or more than $100,000. (See Questions No. 7 and
14).
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(d) Establishment or rollover of an IRA or SEP-IRA--Individuals may use
the Plan to establish an IRA or SEP-IRA and to make individual or employer
Simplified Employee Pension contributions to the IRA or SEP-IRA or to roll
over an existing IRA or SEP-IRA or other qualified plan distribution (See
Question No. 20).
7. What do the Enrollment Authorization Form and the Initial Investment Form
provide?
The Enrollment Authorization Form provides for the purchase of additional
shares of Common Stock by a shareholder of record through the following
investment options:
"Full Dividend Reinvestment"--The Agent will apply all cash dividends on all
shares then or subsequently registered in a participant's name, together with
any Voluntary Cash Payments, toward the purchase of additional shares of
Common Stock.
"Partial Dividend Reinvestment"--A participant may elect to reinvest cash
dividends paid on only a portion of the shares registered in the participant's
name and held in certificated form or in the participant's Plan accounts by
designating such election on the Enrollment Authorization Form. Participants
electing partial reinvestment of cash dividends must designate the number of
whole Plan shares and/or certificated shares for which they choose to receive
cash dividends. Cash dividends will be sent to participants by check or
deposited electronically into a bank checking or savings account, if
requested. Dividends paid on all other Plan shares, together with Voluntary
Cash Payments, will be applied toward the purchase of additional shares of
Common Stock.
"Voluntary Cash Payments Only"--A participant will continue to receive cash
dividends on shares registered in his or her name in the usual manner, and the
Agent will apply such Voluntary Cash Payments received toward the purchase of
additional shares of Common Stock. Shares purchased with Voluntary Cash
Payments will be held in the participant's Plan account unless otherwise
directed, and dividends paid on such shares will be paid in cash or deposited
electronically into the participant's bank account, if requested.
Participants may elect to have cash dividends deposited electronically into
a bank checking or savings account at no charge by completing and submitting
to the Agent an Electronic Deposit of Dividends Enrollment Form and a voided
check or deposit slip. The Electronic Deposit of Dividends Enrollment Forms
are available upon request from both the Company and the Agent.
The Initial Investment Form allows a person who is not a shareholder of
record to purchase shares of Common Stock with a minimum payment of $200 up to
a maximum payment of $100,000 and thereby become a participant in the Plan.
The form contains the required certification as to backup withholding. A
participant may elect to purchase shares through Full or Partial Dividend
Reinvestment or Voluntary Cash Payments only, and may change the number of
shares subject to dividend reinvestment from time to time by completing and
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submitting to the Agent a new Enrollment Authorization Form. To be effective
with respect to a particular dividend, any change in the reinvestment election
must be received by the Agent on or before the record date for such dividend.
It is not necessary for participants to hold shares in certificated form to
receive cash dividends on all or a portion of their whole shares.
8. When may a person join the Plan?
Shareholders of record may join the Plan at any time by completing an
Enrollment Authorization Form and mailing it to the Agent. Non-shareholders
may enroll in the Plan at any time by making an Initial Investment; provided,
however, that any payment received as an Initial Investment without a properly
completed Initial Investment Form will be returned and no action will be
taken. Once in the Plan, such participant will remain a participant until he
or she discontinues participation. If an Enrollment Authorization Form
requesting reinvestment of dividends is received by the Agent on or before the
record date for a dividend payment, then that dividend payment will be applied
toward the purchase of shares of Common Stock. Record dates are ordinarily
about the 25th day of February, May, August and November.
If an Enrollment Authorization Form requesting reinvestment of dividends is
received by the Agent from a shareholder after the record date established for
a particular dividend, then the reinvestment of dividends will begin on the
dividend payment date following the next record date if such shareholder is
still a holder of record.
PURCHASES AND PRICE OF SHARES
9. What is the source of Common Stock purchased under the Plan?
Shares of Common Stock will be, at the Company's discretion, purchased
either directly from the Company, in which event such shares will be either
authorized but unissued shares or shares held by the Company as treasury
stock, or on the open market, or by a combination of the foregoing.
10. When will shares be purchased under the Plan?
Purchases made directly from the Company will be made on the relevant
Investment Date (as defined in the next paragraph). Purchases on the open
market will begin on the Investment Date and will be completed no later than
30 days from such date except where completion at a later date is necessary or
advisable under any applicable federal securities laws. Such purchases may be
made on the New York Stock Exchange or any other securities exchange where
such shares are traded, in the over-the-counter market or by negotiated
transactions and may be subject to such terms with respect to price, delivery
and other terms as the Agent may agree. Neither the Company nor any
participant shall have any authority or power to direct the time or price at
which shares may be purchased, or the selection of the broker or dealer
through or from whom purchases are to be made.
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When shares are purchased on the open market, participants become owners of
shares as of the date of settlement and the reports sent to participants will
reflect such settlement date. (See Question No. 17)
There are at least four (4) Investment Dates each month. The Investment
Dates will be the first business day of each week, except for any week which
contains a dividend payment date, in which event the dividend payment date
will become the Investment Date; provided, however, that if the dividend
payment date is on a Friday, the Investment Date will be the following Monday.
If, however, an Investment Date falls on a date on which the New York Stock
Exchange is closed, the first succeeding day on which the New York Stock
Exchange is open will be the Investment Date.
11. What will be the price to the participant of shares purchased under the
Plan?
The price to the participant of shares purchased under the Plan with
reinvested dividends will be 97% of the average price (as defined below).
Purchases of stock made with Voluntary Cash Payments and Initial Investments
will be made at 100% of such average price. In the case of purchases from the
Company of Common Stock, the average price is determined by averaging the high
and low sales prices of Common Stock as reported on the New York Stock
Exchange-Composite Transactions on the relevant Investment Date. If no trading
in Common Stock occurs on the New York Stock Exchange on the relevant
Investment Date, the purchase price per share will be determined by averaging
the high and low sales prices per share on the trading day immediately
preceding the Investment Date and the trading day immediately following the
Investment Date.
In the case of purchases of Common Stock on the open market, the average
price will be the weighted average purchase price of shares purchased on the
relevant Investment Date.
12. How many shares of Common Stock will be purchased for participants?
The number of shares to be purchased depends on the amount of the
participant's dividends, if any, and any Voluntary Cash Payments or Initial
Investments received by the Agent. Each participant's account will be credited
with the number of shares, including fractions computed to three decimal
places, equal to the total amount invested divided by the purchase price.
There is no maximum number of shares of Common Stock which can be purchased
with reinvested dividends.
VOLUNTARY CASH PAYMENTS AND INITIAL INVESTMENTS
13. How does the Voluntary Cash Payment feature of the Plan work?
All eligible shareholders of record (except for brokers and nominees) who
have submitted a signed Enrollment Authorization Form and new investors
submitting an Initial Investment Form are eligible to make
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Voluntary Cash Payments at any time. Payments may be made by check or money
order or may be deducted automatically on a monthly basis from a financial
institution account (see Question No. 21). All such payments must be payable
to BankBoston in U.S. dollars. Checks drawn against non-U.S. banks must have
the U.S. currency imprinted on the check. The Agent will not accept third
party checks. The Agent will apply any Voluntary Cash Payment or Initial
Investment received from a participant to the purchase of shares of Common
Stock for the account of the participant on the next Investment Date if such
Common Stock is purchased from the Company, and as soon as practicable
beginning on the Investment Date if such Common Stock is purchased on the open
market.
In the event that any check is returned unpaid for any reason, the Agent
will consider the request for investment of such money null and void and shall
immediately remove from the participant's account shares, if any, purchased
upon the prior credit of such money. The Agent shall thereupon be entitled to
sell those shares to satisfy any uncollected amounts. If the net proceeds of
the sale of such shares are insufficient to satisfy the balance of such
uncollected amounts, the Agent shall be entitled to sell such additional
shares from the participant's account to satisfy the uncollected balance.
Brokers or nominees participating on behalf of beneficial owners may utilize
only the dividend reinvestment feature of the Plan and may not utilize the
Voluntary Cash Payment provision of the Plan. Therefore, if shares of Common
Stock are held by a broker or nominee and the owner of such shares wishes to
participate in the Voluntary Cash Payment feature of the Plan, such owner must
become a shareholder of record by having all or part of such shares
transferred to such owner's name or make an Initial Investment and become a
participant in the Plan.
14. How are Initial Investments made?
Initial Investments must be at least $200 and not more than $100,000 in the
form of a check or money order, and must be included with the completed
Initial Investment Form and returned to the Agent at the address listed on the
form.
15. When will Voluntary Cash Payments and Initial Investments received by
the Agent be invested?
Voluntary Cash Payments and Initial Investments received by the Agent no
later than 12:00 noon on the business day preceding an Investment Date will be
held by the Agent and invested beginning on the next Investment Date following
receipt of funds by the Agent. Upon a participant's written request received
by the Agent at least two business days prior to the applicable Investment
Date, a Voluntary Cash Payment or Initial Investment will be returned to the
participant. However, no refund of a check or money order will be made until
the funds have been actually received by the Agent.
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EXPENSES AND COSTS
16. What are the costs to participants in the Plan?
For Plan participants, there are no brokers' commissions and no fees or
service charges connected with stock purchases. The Company pays these costs,
along with any costs for administration of the Plan (See Question No. 20).
However, participants are charged a fee for selling shares through the Plan.
(See Question No. 26)
REPORTS TO PARTICIPANTS
17. What reports will be sent to participants in the Plan?
Each participant will receive a statement of account showing amounts
invested with Voluntary Cash Payments, Initial Investments, the purchase price
of shares purchased with reinvested dividends, including any discount received
thereon, the number of shares purchased and other information resulting from
investment activity for the year to date. Each statement contains a form which
can be used to deposit shares for safekeeping, make Voluntary Cash Payments or
withdraw shares from the Plan. At each year-end, the statement will include
all information pertaining to a participant's account for such year and should
be retained for income tax purposes. In addition, each participant will
receive copies of the same communications sent to every other holder of Common
Stock, including the Company's quarterly earnings reports, Annual Report to
Shareholders, and the Notice of Annual Meeting and Proxy Statement. Each
participant will receive annually Internal Revenue information on Form 1099-
DIV for reporting dividend income received.
STOCK CERTIFICATES AND SAFEKEEPING
18. What is the Safekeeping feature of the Plan and how does it work?
At the time of enrollment in the Plan, or at any later time, participants
may use the Plan's Safekeeping service to deposit with the Agent Common Stock
registered in the name of the participant. Shares deposited will be
transferred into the name of the Agent or its nominee and credited to the
participant's account under the Plan. Thereafter, such shares will be treated
in the same manner as shares purchased through the Plan.
By using the Plan's Safekeeping service, participants no longer bear the
risk associated with loss, theft or destruction of stock certificates. Also,
because shares deposited with the Agent are treated in the same manner as
shares purchased through the Plan, they may be transferred or sold through the
Plan in a convenient and efficient manner. Dividends paid on shares deposited
for safekeeping may be reinvested or paid in cash. Participants may elect to
receive cash dividends on all or a portion of such shares by completing and
submitting to the Agent a new Enrollment Authorization Form indicating the
number of whole Plan shares for which they choose to receive cash dividends.
Participants may receive cash dividends by check or electronic deposit into a
bank checking or
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savings account. Participants may request electronic deposit of dividends by
completing and submitting to the Agent an Electronic Deposit of Dividends
Enrollment Form, available from both the Company and the Agent. (See Question
No. 7)
Participants who wish to deposit their Common Stock certificates with the
Agent should consider sending them to the Agent by registered mail, first
class mail, or certified mail, return receipt requested, properly insured, to
the following address, since the participant bears the risk of replacement
costs if the certificates are lost in transit:
BankBoston, N.A.
Dividend Reinvestment
Mail Stop: 45-01-06
P.O. Box 1681
Boston Massachusetts 02105
Certificates sent by overnight delivery service should be addressed to:
BankBoston, N.A.
Dividend Reinvestment
Mail Stop: 45-01-06
150 Royal Street
Canton, Massachusetts 02021
THE STOCK CERTIFICATES SHOULD NOT BE ENDORSED.
19. What happens to shares purchased under the Plan?
Shares purchased under the Plan will be automatically held in safekeeping by
the Agent in its name or the name of its nominee. The number of shares
(including fractional interests) held for each participant will be shown on
each statement of account. Participants may obtain a new certificate for all
or some of the whole shares of Common Stock held in their Plan accounts upon
written request to the Agent. Any remaining shares will continue to be held by
the Agent.
Dividends on shares purchased through the Plan, whether they are held by the
participant in certificated form or by the Agent, may be paid in cash to the
shareholder by check or electronic deposit or reinvested pursuant to the
shareholder's instruction to the Agent contained in a completed Enrollment
Authorization Form. Any change in the number of shares subject to dividend
reinvestment must be made by completion of a new Enrollment Authorization
Form.
12
<PAGE>
INDIVIDUAL RETIREMENT ACCOUNT
20. What is the IRA feature of the Plan and how does it work?
The Plan may be used to establish an IRA or SEP-IRA and to make
contributions thereto, or to roll over an existing IRA or other qualified plan
distribution. A participant may make individual cash contributions to a Plan
IRA and, if the participant's employer has established a Simplified Employee
Pension (SEP) plan, may also have the employer's SEP contributions made to the
Plan IRA. After being furnished with a copy of the Prospectus and a statement
describing the legal rights and requirements of an IRA (an "IRA Disclosure
Statement"), an individual may open an IRA or SEP-IRA by completing and
signing an IRA Enrollment Form and returning it to the Agent with an initial
contribution. The minimum initial contribution for an IRA Plan account is
$200. Rollover contributions from another IRA or qualified plan may be made by
a record holder in any amount. Such person may transfer from an existing IRA
into a Plan IRA by completing an IRA Enrollment Form and IRA Asset Transfer
Form and returning them to the Agent. IRA Enrollment Forms, IRA Asset Transfer
Forms, and IRA Disclosure Statements are available upon request from both the
Agent and the Company.
The annual fee charged by the Agent for administration of an IRA will be
paid by the Company.
AUTOMATIC MONTHLY INVESTMENT
21. What is the Automatic Monthly Investment feature of the Plan and how
does it work?
Participants may make Voluntary Cash Payments by means of an Automatic
Monthly Investment of not less than $25 nor more than a total of $100,000
during a calendar year by electronic funds transfer from a predesignated U.S.
account.
If a participant has already established a Plan account and wishes to
initiate Automatic Monthly Investments, he must complete and sign an Automatic
Monthly Investment Form and return it to the Agent together with a voided
blank check (for a checking account) or deposit slip (for a savings account)
for the account from which funds are to be drawn. Automatic Monthly Investment
Forms may be obtained from both the Agent and the Company. Forms will be
processed and will become effective as promptly as practicable.
If a non-shareholder wishes to establish a Plan account by means of an
Initial Investment, he may also initiate Automatic Monthly Investments by
completing the appropriate section of the Initial Investment Form.
Once Automatic Monthly Investment is initiated, funds will be drawn from the
participant's designated account on the business day preceding the second
weekly investment of the month and will be invested in shares of Common Stock
beginning on that Investment Date.
Participants may change the amount of their Automatic Monthly Investment by
completing and submitting to the Agent a new Automatic Monthly Investment
Form. To be effective with respect to a particular Investment
13
<PAGE>
Date. However, the new Automatic Monthly Investment Form must be received by
the Agent by the 25th day of the month preceding such Investment Date.
Participants may terminate their Automatic Monthly Investment by notifying the
Agent in writing.
TRANSFER OF SHARES
22. May a participant assign or transfer all or a part of his or her shares
held under the Plan to another person?
Yes. If a participant wishes to change the ownership of all or part of his
or her shares held under the Plan through gift, private sale or otherwise, the
participant may effect the transfer by mailing to the Agent a properly
completed and executed Stock Power Assignment Separate from Certificate Form
("Stock Power") or Gift Transfer Form. Transfers of a participant's shares may
be made in whole and/or fractional share amounts; provided, however, that with
respect to any transfer which establishes a new Plan account, at least one
whole share must be transferred. The transfer of a participant's shares is
processed in the same manner as the transfer of Common Stock certificates,
including the requirement of a medallion signature guarantee. Stock Powers and
Gift Transfer Forms are available upon request from the Agent.
23. If Plan shares are transferred to another person, will the Agent issue a
stock certificate to the transferee?
If the participant so requests, a stock certificate(s) will be issued to the
transferee. Otherwise, shares transferred will continue to be held by the
Agent under the Plan. An account will be opened in the name of the transferee,
if he or she is not already a participant, and such transferee will
automatically be enrolled in the Plan under the Full Dividend Reinvestment
option, and all dividends on shares transferred to the transferee's Plan
account will be reinvested under the terms of the Plan.
24. How will a transferee be advised of his stock ownership?
The transferee will receive a statement showing the number of shares
transferred to and held in the transferee's Plan account. At the transferor's
request, a gift certificate evidencing the transfer will be sent to the
transferee.
TAX CONSEQUENCES
25. What are the federal income tax consequences of participation in the
Plan?
The following is a general discussion of certain material federal income tax
consequences with respect to participation in the Plan and is based on current
federal income tax law. Plan participants should consult their own tax
advisors to determine particular tax consequences (including state income tax
consequences) that may
14
<PAGE>
result from participation in the Plan and subsequent disposition of shares
acquired pursuant to the Plan. This summary does not discuss federal or
foreign income tax consequences to participants who are not citizens or
residents of the United States or who reside outside of the United States.
Reinvested Dividends. In the case of reinvested dividends whereby the Agent
acquires shares for a participant's account directly from the Company, the
participant must include in gross income as a dividend an amount equal to the
fair market value of the shares (as of the date of the distribution) purchased
with the participant's reinvested dividends. The participant's basis in those
shares will also equal the fair market value of the purchased shares on the
dividend payment date. (See Question No. 11.)
Alternatively, when the Agent purchases Common Stock for a participant's
account on the open market with reinvested dividends, the participant must
include in gross income as a dividend an amount equal to the full amount of
the cash dividend used to purchase such shares plus that portion of any
brokerage commissions paid by the Agent which are attributable to the purchase
of the participant's shares. The participant's basis in Plan shares held for
his or her account will be equal to their purchase price plus allocable
brokerage commissions.
Voluntary Cash Payments and Initial Investments. In the case of shares
purchased on the open market with Voluntary Cash Payments or Initial
Investments, participants must include in gross income as a dividend an amount
equal to any brokerage commissions paid by the Company. The participant's
basis in the shares acquired with Voluntary Cash Payments or Initial
Investments will be the cost of the shares to the Agent plus an allocable
share of any brokerage commissions paid by the Company.
Receipt or Disposition of Shares. A participant will not realize any taxable
income when he or she receives certificates for whole shares credited to his
or her account under the Plan, either upon a request for such certificates or
upon withdrawal from or termination of the Plan. However, the participant who
receives, upon withdrawal from or termination of the Plan, a cash payment for
the sale of Plan shares held for such participant's account or for a
fractional share then held in his or her account will realize gain or loss
measured by the difference between the amount of the cash received and the
participant's basis in such shares or fractional share. Such gain or loss will
be capital in character if such shares or fractional shares are a capital
asset in the hands of the participant.
Tax Information and Backup Withholding. Participants will receive annual tax
information with respect to dividend income received in connection with the
Plan, as if such amounts had been paid directly to the participants.
Participants will continue to be subject to the backup withholding
requirements of the federal income tax laws. If such requirements are not
satisfied, 31% of the dividends payable to a participant will be withheld and
paid to the Internal Revenue Service and will not be reinvested under the
Plan.
15
<PAGE>
Additional Information. A participant's holding period for shares acquired
pursuant to the Plan will begin on the day following the Investment Date. In
the case of corporate shareholders, dividends may be eligible for the
dividends-received deduction. The Tax Equity and Fiscal Responsibility Act of
1982 imposes certain reporting obligations upon brokers and other middlemen.
As a result, the Agent may be required to report to the Internal Revenue
Service and the participant any sale of shares effected on behalf of a
participant. For further information as to tax consequences of participation
in the Plan, participants should consult with their own tax advisors.
TERMINATION OF PARTICIPATION
26. How and when may a participant terminate participation in the Plan?
A participant may terminate participation in the Plan any time by notice in
writing to the Agent received prior to a dividend record date. As soon as
practicable following termination, the Agent will send the participant a
certificate for the whole shares in the participant's Plan account. If the
participant so requests, the Agent will sell all or a portion of such shares
and remit to the participant the proceeds of the sale, less brokerage
commissions of not more than five cents ($.05) per share, any transfer tax and
a fee of $5 charged by the Agent. If the request to terminate is received by
the Agent on or after the record date for a dividend payment, such request to
terminate may not become effective until any dividend paid on the dividend
payment date has been reinvested and the shares of Common Stock purchased are
credited to the participant's account under the Plan. The Agent, in its sole
discretion, may either pay any such dividend in cash or reinvest it in Common
Stock on behalf of the terminating participant. If such dividend is
reinvested, the Agent will sell the shares purchased and remit the proceeds to
the participant (less commissions and fees, as described above). Any Voluntary
Cash Payment which had been sent to the Agent prior to the request to
terminate will also be invested unless return of the amount is expressly
requested in the request for termination and such request is received at least
two business days prior to the relevant Investment Date. In every case of
termination, the participant's interest in a fractional share will be paid in
cash based on the then current market price of Common Stock as reported on the
New York Exchange-Composite Transactions (less commissions and fees, as
described above). The Agent, at its discretion, may terminate any account
which contains only a fraction of a share by paying the account holder the
dollar value of such fractional share (less commissions and fees, as described
above).
After termination, dividends on shares held in certificated form will be
paid to the shareholder in cash or deposited electronically into the
shareholder's bank account, if requested, unless and until the shareholder
rejoins the Plan, which he or she may do at any time by completing and
returning an Enrollment Authorization Form to the Agent.
A participant may request that the Agent sell some, but not all, of the
shares in a Plan account, and remit the proceeds (less commissions and fees as
described above) to the participant as soon as possible. If the request
16
<PAGE>
to sell is received by the Agent after the record date for a dividend payment,
any dividends paid on those shares will be reinvested and the shares of Common
Stock purchased will be credited to the participant's Plan account.
MISCELLANEOUS
27. What happens when participants sell or transfer all of the shares
registered in their names?
When participants sell or transfer all of the Common Stock registered in
their names, the Agent will continue to purchase shares of Common Stock with
the dividends on the shares credited to their accounts under the Plan until
otherwise notified.
28. What happens if the Company has a rights offering?
In the case of a Common Stock rights offering, Plan participants will
receive rights based upon whole shares of Common Stock registered in their
names as of the record date for any such rights offered, and whole shares
credited to their accounts under the Plan as of the record date.
29. What happens if the Company issues a stock dividend or declares a stock
split?
All stock dividend or split shares of Common Stock distributed by the
Company will be added to the participant's account unless the participant
instructs the Agent otherwise at least five (5) days prior to the stock
dividend or stock split payment date. The Agent will issue a certificate(s)
for any split shares or stock dividend credited to a participant's account
upon written request to the Agent.
30. How will a participant's shares be voted at shareholders' meetings?
Full and fractional shares held in the Plan for a participant will be voted
as the shareholder directs. A participant will receive a proxy card showing
the total number of shares he or she holds, both those registered in the
participant's name and those the participant holds through the Plan.
31. May the Plan be modified or discontinued?
The Company reserves the right to suspend, modify or terminate the Plan at
any time. All shareholders, both participants and non-participants in the
Plan, will be notified of any suspension, termination or significant
modification of the Plan. If the Plan is terminated, shares held in the
participant's account will be distributed as described in Question No. 26.
32. Who interprets and regulates the Plan?
The Company reserves the right to interpret and regulate the Plan, as deemed
desirable or necessary, in connection with its operation. Additionally, each
of the Company and the Agent reserves the right to terminate
17
<PAGE>
enrollment of any participant who participates in the Plan in a manner abusive
of the purpose and intent of the Plan as determined by the Company or Agent or
in a manner deemed by the Company or Agent not to be in the best interest of
shareholders generally.
33. What are the responsibilities of the Company and the Agent under the
Plan?
Neither the Company nor the Agent will be liable for any good faith act or
for any good faith omission to act, including, without limitation, any claim
or liability arising out of failure to terminate a participant's account upon
such participant's death, the prices at which shares of Common Stock are
purchased or sold for a participant's account, the times when purchases or
sales are made, or fluctuations in the market value of Common Stock. However,
nothing contained in this provision affects a shareholder's right to bring a
cause of action based on alleged violations of the federal securities laws.
34. Does participation in the Plan involve any risk?
The risk to participants is the same as with any other investment in Common
Stock of the Company. A participant may lose an advantage otherwise available
from being able to select more specifically the timing of investment or sale
of shares. Participants must recognize that neither the Company nor the Agent
can assure a profit or protect against a loss on the shares purchased under
the Plan.
USE OF PROCEEDS
The Company does not know the number of shares that ultimately will be
purchased from the Company under the Direct Stock Purchase Plan nor the prices
at which such shares will be sold. The purpose of the Direct Stock Purchase
Plan is to provide to Company shareholders, customers and other investors a
simple, convenient and economical way to accumulate and increase their
investment in Common Stock and to reinvest all or a portion of their cash
dividends in additional shares of Common Stock. The Direct Stock Purchase Plan
permits the Company to increase its shareholder base and provides the Company
with a relatively inexpensive source of additional capital. The proceeds are
intended to be used for general corporate purposes.
LEGAL OPINION
The validity of the shares of Common Stock offered hereby has been passed
upon for the Company by Locke Purnell Rain Harrell (A Professional
Corporation), 2200 Ross Avenue, Suite 2200, Dallas, Texas 75201. Dan Busbee, a
director of the Company, is a shareholder in such law firm.
18
<PAGE>
EXPERTS
The consolidated financial statements of the Company at September 30, 1996
appearing in the Company's Annual Report on Form 10-K have been audited by
Ernst & Young LLP, independent auditors, as set forth in their report included
therein and incorporated herein by reference. Such consolidated financial
statements are incorporated herein by reference in reliance upon such report
given upon the authority of such firm as experts in accounting and auditing.
INDEMNIFICATION
As authorized by Article 2.02-1 of the Texas Business Corporation Act (the
"TBCA"), and Section 13.1-657 of the Virginia Stock Corporation Act ("VSCA"),
each director and officer of the Company may be indemnified by the Company
against expenses (including attorney's fees, judgments, fines and amounts paid
in settlement) actually and reasonably incurred in connection with the defense
or settlement of any threatened, pending or completed legal proceedings in
which he is involved by reason of the fact that he is or was a director or
officer of the Company if he acted in good faith and in a manner that he
reasonably believed to be in or not opposed to the best interests of the
Company, and, with respect to any criminal action or proceeding, if he had no
reasonable cause to believe that his conduct was unlawful. In each case, such
indemnity shall be to the fullest extent authorized by the TBCA and the VSCA,
as amended. If the director or officer is found liable for willful or
intentional misconduct in the performance of his duty to the Company then
indemnification will not be made.
Article X of the Restated Articles of Incorporation, as Amended, of the
Company provides that no director of the Company shall be personally liable to
the Company or its shareholders for monetary damages for any breach of
fiduciary duty as a director except for liability (1) for any breach of duty
of loyalty to the Company or its shareholders, (2) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation
of law, (3) for a transaction from which the director received an improper
benefit, whether or not the benefit resulted from an action taken within the
scope of the director's office, (4) for an act or omission for which the
liability of a director is expressly provided by statute or (5) for an act
related to an unlawful stock repurchase or payment of a dividend. In addition,
Article IX of the Restated Articles of Incorporation, as Amended, and Article
IX of the Amended and Restated Bylaws of the Company require the Company to
indemnify to the fullest extent authorized by law any person made or
threatened to be made party to any action, suit or proceeding, whether
criminal, civil, administrative, arbitrative or investigative, by reason of
the fact that such person is or was a director or officer of the Company or
serves or served at the request of the Company as a director, officer,
partner, venturer, proprietor, trustee, employee, agent or similar functionary
of any other enterprise.
The Company maintains an officers' and directors' liability insurance policy
insuring officers and directors against certain liabilities, including
liabilities under the Securities Act of 1933. The effect of such policy is to
indemnify such officers and directors of the Company against losses incurred
by them while acting in such capacities.
19
<PAGE>
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the Company,
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Commission such indemnification is against public policy as
expressed in such act and is therefore unenforceable.
20
<PAGE>
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information...................................................... 2
Incorporation of Certain Documents by Reference............................ 2
The Company................................................................ 3
The Offering............................................................... 3
Plan of Distribution....................................................... 4
The Plan................................................................... 4
Purpose and Advantages.................................................... 4
Disadvantages of the Plan................................................. 5
Administration............................................................ 5
Participation............................................................. 6
Enrollment Procedures..................................................... 6
Purchases and Price of Shares............................................. 8
Voluntary Cash Payments and Initial Investments........................... 9
Expenses and Costs........................................................ 11
Reports to Participants................................................... 11
Stock Certificates and Safekeeping........................................ 11
Individual Retirement Account............................................. 13
Automatic Monthly Investment.............................................. 13
Transfer of Shares........................................................ 14
Tax Consequences.......................................................... 14
Termination of Participation.............................................. 16
Miscellaneous............................................................. 17
Use of Proceeds............................................................ 18
Legal Opinion.............................................................. 18
Experts.................................................................... 19
Indemnification............................................................ 19
</TABLE>
----------------
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRE-
SENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY ATMOS ENERGY CORPORATION. NEI-
THER THE DELIVERY OF THIS PROSPECTUS, NOR ANY SALE MADE HEREUNDER SHALL, UNDER
ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF ATMOS ENERGY CORPORATION SINCE THE DATE HEREOF. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY JURISDICTION IN
WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAK-
ING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM
IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
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ATMOS
ENERGY
CORPORATION
[LOGO OF ATMOS ENERGY CORPORATION APPEARS HERE]
DIRECT STOCK PURCHASE PLAN
----------------
PROSPECTUS
----------------
- -------------------------------------------------------------------------------
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Set forth below is an estimate of the approximate amount of fees and
expenses payable by the Company in connection with the offering described in the
Registration Statement.
<TABLE>
<CAPTION>
Approximate
Amount
-----------
<S> <C>
Securities and Exchange Commission registration fee.. $11,000
-------
Printing and engraving expenses...................... 30,000
-------
Legal fees and expenses.............................. 5,000
-------
Miscellaneous expenses............................... 1,000
-------
TOTAL............................................... $47,000
=======
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Texas Business Corporation Act and the Virginia Stock Corporation Act
permit, and in some cases require, corporations to indemnify directors and
officers who are or have been a party or are threatened to be made a party to
litigation against judgments, penalties (including excise and similar taxes),
fines, settlements, and reasonable expenses under certain circumstances. Article
IX of the Company's Restated Articles of Incorporation, as Amended, and Article
IX of the Company Bylaws provide for indemnification of judgments, penalties
(including excise and similar taxes), fines, settlements, and reasonable
expenses and the advance payment or reimbursement of such reasonable expenses to
directors and officers to the fullest extent permitted by law.
The Company maintains an officers' and directors' liability insurance
policy insuring officers and directors against certain liabilities, including
liabilities under the Securities Act of 1933. The effect of such policy is to
indemnify such officers and directors of the Company against loss incurred by
them while acting in such capacities.
ITEM 16. EXHIBITS.
4.1 Specimen Common Stock Certificate (Energas Company) (incorporated by
reference to Exhibit (4) of Registrant's Form 10 dated October 28,
1983 (File No. 0-11249)).
4.2 Specimen Common Stock Certificate (Atmos Energy Corporation)
(incorporated by reference to Exhibit (4)(b) of Registrant's Form
10-K for the fiscal year ended September 30, 1988
(File No. 1-10042)).
4.3(a) Rights Agreement dated as of April 27, 1988, between the Registrant
and Morgan Shareholder Services Trust Company (incorporated by
reference to Exhibit (1) of Registrant's Form 8-K filed May 10,
1988 (File No. 0-11249)).
4.3(b) Amendment No. 1 to Rights Agreement dated August 10, 1994
(incorporated by reference to Exhibit 4.3(b) of Registrant's Form
10-K for the fiscal year ended September 30, 1994
(File No. 1-10042)).
4.3(c) Certificate of Adjusted Price dated August 15, 1994 (incorporated by
reference to Exhibit 4.3(c) of Registrant's Form 10-K for the fiscal
year ended September 30, 1994 (File No. 1-10042)).
5.1 Opinion of Locke Purnell Rain Harrell (A Professional Corporation).
23.1 Consent of Locke Purnell Rain Harrell (A Professional Corporation)
(included in Exhibit No. 5.1).
23.2 Consent of Ernst & Young, LLP.
24.1 Power of Attorney (included on signature pages).
99.1 Enrollment Authorization Form.
99.2 Initial Investment Form.
99.3 Electronic Deposit of Dividends Enrollment Form.
99.4 IRA Enrollment Form.
99.5 IRA Asset Transfer Form.
99.6 Automatic Monthly Investment Form.
ITEM 17. UNDERTAKINGS.
(1) The registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
II-1
<PAGE>
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective Registration Statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
Provided, however, that paragraphs (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(b) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) To remove from registration by means of post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
(2) That, for the purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of Expenses incurred or
paid by a director, officer, or controlling person of the Registrant in the
successful defense of any action, suit, or proceeding) is asserted by such
director, officer, or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing a Form S-3 and has duly caused this Amendment No.1 to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Dallas, State of Texas, on October
16, 1997.
ATMOS ENERGY CORPORATION
By: /s/ ROBERT W. BEST
-----------------------------------
Robert W. Best, Chairman, President
and Chief Executive Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No.1 to the Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
/s/ ROBERT W. BEST October 16, 1997
------------------------ Chairman, -----------------------
Robert W. Best President and Chief
Executive Officer
(Principal Executive Officer)
/s/ LARRY J. DAGLEY October 16, 1997
------------------------ Executive Vice -----------------------
Larry J. Dagley President and Chief
Financial Officer
(Principal Financial Officer)
/s/ DAVID L. BICKERSTAFF October 16, 1997
------------------------ Vice President and -----------------------
David L. Bickerstaff Corporate Controller
(Principal Accounting Officer)
II-3
<PAGE>
/s/ TRAVIS W. BAIN II*
---------------------- Director
Travis W. Bain II
/s/ DAN BUSBEE*
---------------------- Director
Dan Busbee
/s/
---------------------- Director
Richard W. Cardin
/s/
---------------------- Director
Thomas J. Garland
/s/
---------------------- Director
Gene C. Koonce
/s/
---------------------- Director
Vincent J. Lewis
/s/ THOMAS C. MEREDITH*
---------------------- Director
Thomas C. Meredith
/s/ PHILLIP E. NICHOL*
---------------------- Director
Phillip E. Nichol
/s/ CARL S. QUINN*
---------------------- Director
Carl S. Quinn
/s/ LEE E. SCHLESSMAN*
---------------------- Director
Lee E. Schlessman
/s/ CHARLES K. VAUGHAN*
---------------------- Director
Charles K. Vaughan
/s/ RICHARD WARE II*
---------------------- Director
Richard Ware II
* By: /s/ ROBERT W. BEST
-------------------
Robert W. Best, Attorney-in-Fact
II-4
<PAGE>
EXHIBIT INDEX
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
- ------- ----------- ------------
4.1 Specimen Common Stock Certificate (Energas Company) (incorporated
by reference to Exhibit (4) of Registrant's Form 10 dated
October 28, 1983 (File No. 0-11249)) . . . . . . . . . . . . . . .
4.2 Specimen Common Stock Certificate (Atmos Energy Corporation)
(incorporated by reference to Exhibit (4) (b) of Registrant's
Form 10-K for the fiscal year ended September 30, 1988
(File no. 1-10042)) . . . . . . . . . . . . . . . . . . . . . . .
4.3(a) Rights Agreement dated as of April 27, 1988, between the Registrant
and Morgan Shareholder Services Trust Company (incorporated by
reference to Exhibit (1) of Registrant's Form 8-K filed
May 10, 1988 (File No. 0-11249)) . . . . . . . . . . . . . . . . .
4.3(b) Amendment No. 1 to Rights Agreement dated August 10, 1994
(incorporated by reference to Exhibit 4.3(b) of Registrant's
Form 10-K for the fiscal year ended September 30, 1994
(File No. 1-10042)) . . . . . . . . . . . . . . . . . . . . . . . .
4.3(c) Certificate of Adjusted Price dated August 15, 1994 (incorporated
by reference to Exhibit 4.3(c) of Registrant's Form 10-K for the
fiscal year ended September 30, 1994 (File No. 1-10042)) . . . . .
5.1 Opinion of Locke Purnell Rain Harrell (A Professional
Corporation). . . . . . . . . . . . . . . . . . . . . . . . . . . .
23.1 Consent of Locke Purnell Rain Harrell (A Professional
Corporation, (included in Exhibit No. 5.1) . . . . . . . . . . . .
23.2 Consent of Ernst & Young LLP . . . . . . . . . . . . . . . . . . .
24.1 Power of Attorney (included on signature pages) . . . . . . . . . .
99.1 Enrollment Authorization Form . . . . . . . . . . . . . . . . . . .
99.2 Initial Investment Form . . . . . . . . . . . . . . . . . . . . . .
99.3 Electronic Deposit of Dividends Enrollment Form . . . . . . . . . .
99.4 IRA Enrollment Form . . . . . . . . . . . . . . . . . . . . . . . .
99.5 IRA Asset Transfer Form . . . . . . . . . . . . . . . . . . . . . .
99.6 Automatic Monthly Investment Form . . . . . . . . . . . . . . . . .
<PAGE>
EXHIBIT 5.1
October 16, 1997
Atmos Energy Corporation
1800 Three Lincoln Centre
5430 LBJ Freeway
Dallas, TX 75240
Re: Registration Statement on Form S-3,
Atmos Energy Corporation Direct Stock Purchase Plan
Gentlemen:
Pursuant to your request, we have examined the Atmos Energy Corporation
Direct Stock Purchase Plan (the "Plan"), which was originally approved by the
Board of Directors of Atmos Energy Corporation (the "Company") on November 7,
1987. We have also examined the Restated Articles of Incorporation, as Amended,
of the Company and corporate proceedings of the Company as reflected in minutes
of meetings of the Board of Directors.
Based upon our examination of the papers and documents referred to in the
preceding paragraph, together with such other papers and documents and the
investigation of such matters of law as we have deemed relevant or necessary in
rendering this opinion, we hereby advise you that we are of the opinion that:
1. The Company is duly incorporated, validly existing and in good standing
under the laws of the State of Texas and the Commonwealth of Virginia.
2. The Plan has been duly adopted by the Board of Directors of the Company.
3. Shares of Common Stock of the Company sold pursuant to the Plan will be,
when issued by the Company or otherwise sold in accordance with the terms of the
Plan, fully paid and nonassessable.
Our opinions are limited solely to the laws of the State of Texas, the
Virginia Stock Corporation Act of the Commonwealth of Virginia and the United
States Federal securities laws, each as presently in effect, insofar as such
laws may govern the matters addressed in these opinions. You should be aware
that we are not admitted to practice law in the Commonwealth of Virginia and any
opinion herein as to the laws of such commonwealth is based solely upon the
latest unofficial compilation of the corporate statutes and case laws of such
commonwealth available to us. To the extent that the laws of any other
jurisdiction (i.e., other than the State of Texas, the Virginia Stock
Corporation Act of the Commonwealth of Virginia or the United States Federal
securities laws) govern any matters included in this opinion, no opinion is
expressed herein. We undertake no obligation to advise you of facts or changes
in law occuring after the date of this opinion which might affect the opinions
expressed herein.
<PAGE>
Atmos Energy Corporation
October 16, 1997
Page 2
We consent to the use of our name in the Registration Statement on Form S-3
and the related Prospectus constituting a part thereof filed by the Company with
the Securities and Exchange Commission for the registration under the Securities
Act of 1933, as amended (the "Securities Act"), of 1,500,000 shares of the
Common Stock of the Company in connection with the Plan and to the filing of a
copy of this opinion as Exhibit 5.1 to the Registration Statement. In giving
such consent, we do not hereby admit that we are within the category of persons
whose consent is required by Section 7 of the Securities Act or the related
rules promulgated by the Securities and Exchange Commission.
Very truly yours,
LOCKE PURNELL RAIN HARRELL
(A Professional Corporation)
By: /s/ BRYAN E. BISHOP
--------------------------------
Bryan E. Bishop
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITOR
We consent to the reference to our firm under the caption "Experts" in Amendment
No.1 to the Registration Statement (Form S-3 No. 333-32475) and related
Prospectus of Atmos Energy Corporation for the registration of 1,500,000 shares
of its common stock and to the incorporation by reference therein of our report
dated November 4, 1996 with respect to the consolidated financial statements of
Atmos Energy Corporation included in its Annual Report on Form 10-K for the year
ended September 30, 1996, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Dallas, Texas
October 16, 1997
<PAGE>
Exhibit 99.1
[LOGO OF ATMOS ENERGY CORPORATION APPEARS HERE] DIRECT STOCK PURCHASE PLAN
ENROLLMENT AUTHORIZATION FORM
This Enrollment Authorization Form, when completed and signed, should be
mailed to the Plan Administrator using the accompanying postage pre-paid
envelope or to the following address: The First National Bank of Boston, Mail
Stop 45-01-06, P.O. Box 1681, Boston, MA 02105-1681.
Please do not sign and return this Enrollment Authorization Form unless you
wish to participate in the Company's Direct Stock Purchase Plan (the "Plan"). If
the card is signed and returned but no option is checked, you will automatically
be enrolled in the Plan under Full Dividend Reinvestment.
(continued and to be signed and dated on the reverse side)
[LOGO OF ATMOS ENERGY CORPORATION APPEARS HERE] DIRECT STOCK PURCHASE PLAN
ENROLLMENT AUTHORIZATION FORM
This is not a Proxy
I hereby appoint The First National Bank of Boston as my agent to receive any
dividends that may hereafter become payable to me on my shares of Atmos Energy
Corporation common stock and to apply such dividends and any Voluntary Cash
Payments made by me to the purchase of full and fractional shares of Atmos
Energy Corporation common stock.
<TABLE>
<CAPTION>
<S> <C> <C>
Check One Box Only.
[_] Full Dividend Reinvestment. [_] Partial Dividend Reinvestment. [_] Voluntary Cash Only.
I wish to reinvest all dividends for I wish to receive cash dividends on I wish to make Voluntary
this account. ____________ shares sent to me and to reinvest Cash Payments and
cash dividends on the rest of my shares. understand that subsequent
I may also make Voluntary Cash dividends paid on shares
Payments. I may also make Voluntary Cash acquired through the Plan
Payments. will automatically be
reinvested.
</TABLE>
I wish to make a Voluntary Cash Payment of $___________ (at least $25 but no
more than $100,000 per calendar year). My check made payable to Bank of Boston
is enclosed.
If shares are held jointly, all owners must sign. ----------------- ----------
Signature Date
----------------- ----------
Signature Date
<PAGE>
Exhibit 99.2
- --------------------------------------------------------------------------------
[LOGO OF ATMOS ATMOS ENERGY CORPORATION
ENERGY CORPORATION DIRECT STOCK PURCHASE PLAN
APPEARS HERE] Initial Investment Form
- --------------------------------------------------------------------------------
Please print all items except signatures. QUESTIONS? Call toll-free
1-800-543-3038 from 9 a.m. to 6 p.m. Eastern Time, Monday through Friday.
Mail your completed Initial Investment Form in the courtesy envelope provided
to:
Atmos Direct Stock Purchase Plan
c/o Bank of Boston
P.O. Box 1681
Boston, MA 02105-1681
-------------------------
A. ENROLLING IN THE PLAN
-------------------------
[_] I wish to enroll by making an initial investment. Enclosed is a check or
money order for $____________ ($200 minimum/$100,000 maximum) payable to
"BKB - Atmos". (For multiple accounts, a minimum of $200 is required for
each account.) Check must be received no later than 12:00 p.m. (noon)
Eastern Time one business day prior to an Investment Date to be invested
beginning on that Investment Date. No interest will be paid on funds held
pending investment.
-------------------------
B. YOUR MAILING ADDRESS
-------------------------
+++ +++
+ Please provide your mailing address: +
-----------------------------------------------------------
First Name M.I. Last Name
-----------------------------------------------------------
Street Name and Number Apartment Number
-----------------------------------------------------------
+ City State Zip +
+++ +++
Please provide your day and evening phone numbers to assist us in processing
your enrollment.
Daytime Phone:( )
---------------------------------
Evening Phone:( )
---------------------------------
-------------------------
C. DIVIDEND REINVESTMENT
-------------------------
[_] FULL REINVESTMENT. I would like to reinvest dividends on all shares of
Atmos Stock at a 3% discount from the market price.
[_] PARTIAL REINVESTMENT. I would like a portion of my dividends in cash.
Please send me regular cash dividends on _________ whole shares. (Note:
Cannot be greater than the number of Atmos shares registered in your name
and held for you under the Plan.)
-----------------------------
D. YOUR ACCOUNT REGISTRATION Please Print Clearly
-----------------------------
TYPE OF ACCOUNT: Please check one box and provide all requested information.
[_] Check here if registration desired matches mailing information above.
--------------------------------------------
Owner's Social Security Number
[_] INDIVIDUAL OR JOINT. Joint accounts will be presumed to be joint tenants
unless restricted by applicable state law or otherwise indicated. Only one
Social Security Number is required for tax reporting.
--------------------------------------------
Owner's First Name M.I. Last Name
--------------------------------------------
Owner's Social Security Number
--------------------------------------------
Joint Owner's First Name M.I. Last Name
[_] CUSTODIAL. A minor is the beneficial owner of the account with an adult
Custodian managing the account until the minor becomes of age, as
specified in the Uniform Gifts/Transfers to Minors Act in the minor's
state of residence.
--------------------------------------------
Custodian's First Name M.I. Last Name
--------------------------------------------
Minor's First Name M.I. Last Name
--------------------------------------------
Minor's Soc. Sec. Number
--------------------------------------------
Minor's State of Residence
[_] TRUST. Account is established in accordance with provisions of a trust
agreement.
--------------------------------------------
Trustee Name
--------------------------------------------
Name of Trust
--------------------------------------------
Trust Date
--------------------------------------------
Tax ID Number
--------------------------------------------
Beneficiary
[_] CORPORATION, PARTNERSHIP, or OTHER ENTITY.
--------------------------------------------
Business Name
--------------------------------------------
Tax ID Number
<PAGE>
- --------------------------------------------------------------------------------
[LOGO OF ATMOS ATMOS ENERGY CORPORATION
ENERGY CORPORATION DIRECT STOCK PURCHASE PLAN
APPEARS HERE] Initial Investment Form
- --------------------------------------------------------------------------------
PLEASE BE SURE TO COMPLETE AND SIGN THIS FORM
-------------
E. SIGNATURES
-------------
By signing this form, I request enrollment, certify that I have received and
read the prospectus describing the Atmos Energy Corporation Direct Stock
Purchase Plan and agree to abide by the terms and conditions of the Plan. I
hereby appoint Bank of Boston as my agent to apply dividends and any
investment I may make to the purchase of shares under the Plan. I understand
that I may revoke this authorization at any time by written notice to Bank of
Boston.
All joint owners must sign.
Under penalties of perjury, I also certify that: A. The number shown on this
form is my/our correct Social Security Number or Taxpayer ID Number. B. I am
not subject to backup withholding either because (1) I have not been notified
by the Internal Revenue Service (IRS) that I am subject to backup withholding
as a result of a failure to report all interest or dividends, or (2) the IRS
has notified me that I am no longer subject to backup withholding. (Check this
box [_] if you have been notified by the IRS that your are subject to backup
withholding because of underreporting of interest or dividends on your tax
returns.)
---------------------------------------------------
Signature Date
---------------------------------------------------
Signature Date
------------------------------
F. ADDITIONAL PROGRAM FEATURES
------------------------------
Listed below are many features of the Plan. Be sure to refer to the prospectus
for complete information about all of the options. Please check any boxes that
apply and we will mail more information to you promptly.
[_] GIFTS. Please send me information and a Gift/Transfer Form. I am
interested in making gifts of Atmos stock through the Plan.
[_] IRA or SEP-IRA. Please send me information and an IRA/SEP-IRA Enrollment
Form. I would like to know more about how the Plan can function as an
IRA.
[_] DIRECT DEPOSIT OF DIVIDENDS. Please send me a Direct Dividend Deposit
Authorization Form. I would like to know more about Direct Deposit of
Cash Dividends into my bank account by electronic transfer.
[_] AUTOMATIC INVESTMENT. You may choose to make investments in Atmos stock
by authorizing automatic debits from your U.S. personal bank account. To
activate this feature of the Plan, please complete sections G and H
below.
---------------------------
G. BANK ACCOUNT INFORMATION
---------------------------
[_] Checking [_] Savings
Please attach a voided check or savings account deposit slip for account
verification.
If you do not have a voided check and the account you are indicating is
either a savings or credit union account, it is important you have a
financial representative verify the information prior to returning this form.
---------------------------------------------
Name of Financial Institution
---------------------------------------------
ABA Routing Number
( )
---------------------------------------------
Bank Account Number Bank Telephone
---------------------------------------------
Mailing Address of Financial Institution
---------------------------------------------
City State Zip
----------------
H. AUTHORIZATION
----------------
I hereby authorize Bank of Boston and the U.S. Financial Institution indicated
in Section G to deduct from my bank account.
$ .00
-------------------------- per month ($25 minimum)
and to apply amounts so deducted to the purchase of Atmos stock under the Plan
for the account designated in Section D. (Note: Deductions will occur one
banking day prior to the second Investment Date of each month).
-------------------------------------------------------------------------
Bank Account Owner's Signature Date
QUESTIONS? Call toll-free 1-800-543-3038 from 9 a.m. to 6 p.m. Eastern Time,
Monday through Friday.
<PAGE>
Exhibit 99.3
[LOGO OF ATMOS ENERGY CORPORATION APPEARS HERE]
Electronic Deposit of Dividends Enrollment Form
- -----------------------------------------------------------
Signature (sign as name appears below)
- -----------------------------------------------------------
Signature (if shares held jointly, both owners must sign)
- -----------------------------------------------------------
Social Security Number Date
Note: This enrollment form must be received by Bank of Boston at least 45 days
prior to the dividend payment date; otherwise, a dividend check will be mailed
to you. This service will continue until written notice to cancel is received by
Bank of Boston.
If you would like to sign up for Electronic Deposit of Dividends, complete this
form. Return it to our agent, Bank of Boston, with a voided check or a deposit
slip that shows your bank account number.
- -----------------------------------------------------------
Name of your bank
- -----------------------------------------------------------
Address of your bank
- -----------------------------------------------------------
City State Zip Code
- -----------------------------------------------------------
Bank account number
- -----------------------------------------------------------
Your bank's ABA Transit Routing Number (contact your bank
for this information)
Account Type:
[_] Checking [_] Savings
Written correspondence should be directed to:
Bank of Boston
Mail Stop: 45-02-09
P.O. Box 644
Boston, MA 02102-0644
Now you can have your cash dividends deposited directly into your personal bank
account. With this Electronic Deposit service, you tell us where to deposit your
dividend and we make the deposit for you. This service is provided to you at no
charge. Compare the benefits of Electronic Deposit to conventional mail
delivery:
* It's Convenient. Your dividend is automatically credited to your
personal bank account each quarter, even when you're out of town.
* It's Dependable. Your bank account is credited on the date the
dividend is paid. You are assured immediate access to your dividend
on the payable date because you don't have to wait for your check in
the mail.
* It's Safe. You eliminate the possibility of your check being lost,
stolen or destroyed.
To take advantage of this service, just complete the reverse side of this
enrollment form. Attach a voided check or a deposit slip that shows your bank
account number. Please note that it is essential that you furnish your bank's
ABA Transit Routing Number, where requested, in order to enroll. Mail this form
and your attachment to The First National Bank of Boston in the envelope
provided. Telephone inquiries call: 1-800-736-3001.
<PAGE>
Exhibit 99.4
- --------------------------------------------------------------------------------
THE FIRST NATIONAL BANK OF BOSTON IRA Enrollment Form
Atmos Energy Corporation (The "Company")
Direct Stock Purchase Plan ("DSPP")
- --------------------------------------------------------------------------------
Questions? Call toll-free 1-800-472-7428 from 9 a.m. to 5 p.m. Eastern Time,
Monday through Friday. Return your completed form to:
Direct Stock Purchase Plan IRA
c/o Bank of Boston, Program Trustee
P.O. Box 173765
Denver, CO 80217-3765
For express deliveries, please send to:
DSPP IRA Program
c/o Bank of Boston, Program Trustee
717 17th Street, Suite 2300
Denver, CO 80202-3323
- --------------------------------
How to Establish Your DSPP IRA
- --------------------------------
Welcome to the Direct Stock Purchase Plan IRA, also called the "DSPP IRA." The
First National Bank of Boston is Trustee of this IRA. The Enrollment Form, when
combined with the IRA Trust Agreement, the IRA Disclosure Statement and the IRA
Asset Transfer Form, if needed, constitute the forms necessary to establish a
DSPP IRA. When completed, send the Enrollment Form and the Asset Transfer Form,
if needed, to the above address. Please also read through the plan documents;
they can help answer questions you may have, including your eligibility to
contribute to an IRA.
Please also read the Company's Direct Stock Purchase Plan prospectus for
information regarding the Program.
- ------------------------------
Enrollment Form Instructions
- ------------------------------
A. Participant (Account Owner) Information
Please type or print the information requested in Section A of the form.
A DSPP IRA may be established by an eligible investor. This enrollment form is
non-transferrable and may only be used by an individual listed on the mailing
label on this form. IRAs may only be opened by an individual; joint ownership
of an IRA is not allowed.
B. Opening a DSPP IRA
You open a DSPP IRA by completing the Enrollment Form and by funding the account
with a cash contribution(s), a rollover, a transfer, or a combination of these.
Pick one option under section B on the reverse side.
1. Cash Contribution--You may make a regular IRA contribution for a given
taxable year in amounts up to $2000 (see the IRA Disclosure Statement for
further details). Simplified Employee Pension (SEP) contribution(s) by an
employer may also be made. The minimum cash contribution to open a DSPP IRA is
$200. Thereafter, minimum contributions are $25.
2. IRA Transfer--You may transfer assets from an existing IRA into the DSPP IRA
by enclosing a completed DSPP IRA Asset Transfer Form with your Enrollment Form.
The Transfer Form will be sent by us to the trustee/custodian of your current
IRA. Please allow several weeks for processing the transfer from the existing
IRA.
3. IRA Rollover--You may roll over assets from an existing IRA into the DSPP
IRA. If you are enclosing rollover cash, check box (a) under section B on the
reverse side and fill in the amount. If you have certificate shares of the
Company's stock from an eligible plan that are eligible to roll over at this
time, check box (b) under section B on the reverse side. Please endorse the
certificates over to "The First National Bank of Boston, Trustee," sign and
obtain a Medallion Signature Guarantee on the certificates, and forward them by
registered mail to the address noted above.
If the rollover assets are from a qualified retirement plan, they may be subject
to a mandatory 20% tax withholding unless you instruct the current
trustee/custodian to perform a "direct rollover" of the assets to us. If you
choose a "direct rollover," check box (c) under section B on the reverse side
and attach a completed DSPP IRA Asset Transfer Form (this form includes a direct
rollover option).
C. Designation Of Beneficiaries
Fill in the full name, birthdate and relationship to you of your primary and
contingent beneficiaries. Also fill in the percentage of your IRA to which each
beneficiary would be entitled. The percentages in each category must total
100%. (If you do not designate percentages, beneficiaries will share pro rata.)
If you die before you IRA is fully distributed, your IRA will be distributed to
your primary beneficiary(ies), or, if all primary beneficiaries predecease you,
then to the contingent beneficiary(ies). See the plan document for further
details. You may name as many beneficiaries as you wish; use a separate sheet
if necessary.
If your spouse is not your primary beneficiary and if the IRA includes or will
include property in which your spouse possesses a community property interest,
contact Bank of Boston for the beneficiary designation form designed for this
purpose.
--- ---
(For Internal Use Only:)
---------------------------------------------------------------------------
First Name M.I. Last Name
---------------------------------------------------------------------------
Street Name and Number Apartment Number
---------------------------------------------------------------------------
City State Zip
--- ---
D. Acknowledgements And Signatures
All dividends paid under your DSPP IRA will be reinvested in additional shares
of the Company's stock. Please note the current IRA fee schedule below.
Please sign and date the Form. Keep a copy of the form and these Instructions
for your records. Staple the original Enrollment Form to your check(s) for any
contribution(s), and the transfer form, if applicable.
April Deadline
Your signed DSPP IRA enrollment form must be received at the above address on or
before your tax-filing deadline (no extensions) to be eligible to receive
contributions for that tax year. Your contribution check must be postmarked to
us at the above address no later than your tax-filing deadline (no extensions).
E. DSPP IRA Fee Schedule
<TABLE>
<S> <C>
Termination Fee......................................................... $25.00
(upon complete distribution, rollover or transfer out of account)
Wire Transfer............................................................ $7.50
(when cash is wired instead of mailed)
Overnight Delivery...................................................... $10.00
(when requested by Participant)
Stale Date Check Fee..................................................... $5.00
Returned Check Fee...................................................... $25.00
</TABLE>
Fees are subject to change upon 60 days' written notice to IRA Participants.
(Please continue to the back of this page.)
QUESTIONS? Call toll-free 1-800-472-7428 from 9 a.m. to 5 p.m. Eastern Time,
Monday through Friday.
- --------------------------------------------------------------------------------
If applicable, please complete and sign the reverse side of this form.
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
THE FIRST NATIONAL BANK OF BOSTON IRA Enrollment Form
Atmos Energy Corporation (The "Company") Direct Stock (continued)
Purchase Plan ("DSPP")
- --------------------------------------------------------------------------------
Please print all items except signatures.
- ------------------------------------------
A. Participant (Account Owner) Information
- ------------------------------------------
- --------------------------------------------------------------------------------
Your Full Name
- --------------------------------------------------------------------------------
Mailing Address
- --------------------------------------------------------------------------------
City/State/Zip
- --------------------------------------------------------------------------------
Social Security #
- --------------------------------------------------------------------------------
Birthdate
- --------------------------------------------------------------------------------
Telephone - Day Evening
( ) ( )
- --------------------------------------------------------------------------------
- ---------------------
B. Opening a DSPP IRA
- ---------------------
I hereby establish a Direct Stock Purchase Plan IRA, also called a "DSPP IRA."
(Check all boxes that apply and provide the requested information.)
[_] 1. Enclosed is a check or money order ($200 minimum) made payable to "Bank
of Boston" as an initial cash contribution to this IRA.
For tax year 19_____ $______________________
For tax year 19_____ $______________________
Employer SEP Contribution $______________________
[_] 2. I wish to transfer assets from an existing IRA. Enclosed is a completed
IRA Asset Transfer form.
[_] 3. I wish to rollover assets from an IRA or qualified plan. I certify that
these assets meet the requirements for a qualified rollover contribution
as defined in the IRA Trust Agreement.
[_] (a) Enclosed is a check for rollover funds payable to "Bank of
Boston."
[_] (b) Enclosed are _________ shares of the Company's common stock.
Please ensure that your certificate is Medallion signature
guaranteed and properly endorsed.
[_] (c) Cash and any shares of the Company's stock will be sent directly
from the trustee under a Direct Rollover arrangement. Enclosed is
a completed IRA Asset Transfer Form.
Total cash enclosed $______________________
Total stock enclosed (# of units) $______________________
- -------------------------------
C. Designation of Beneficiaries
- -------------------------------
I hereby designate the following persons as primary and contingent beneficiaries
to receive my interest in this IRA according to the terms of the DSPP IRA,
hereby revoking any such prior designations made by me.
(Attach additional sheets if necessary.)
Primary Beneficiary(ies):
- --------------------------------------------------------------------------------
1. Full Name
- --------------------------------------------------------------------------------
Birthdate
- --------------------------------------------------------------------------------
Relationship Percentage
__________%
- --------------------------------------------------------------------------------
2. Full Name
- --------------------------------------------------------------------------------
Birthdate
- --------------------------------------------------------------------------------
Relationship Percentage
__________%
- --------------------------------------------------------------------------------
(Percentages must total 100%.)
Contingent Beneficiary(ies):
(In the event all Primary Beneficiaries predecease you.)
- --------------------------------------------------------------------------------
1. Full Name
- --------------------------------------------------------------------------------
Birthdate
- --------------------------------------------------------------------------------
Relationship Percentage
__________%
- --------------------------------------------------------------------------------
2. Full Name
- --------------------------------------------------------------------------------
Birthdate
- --------------------------------------------------------------------------------
Relationship Percentage
__________%
- --------------------------------------------------------------------------------
(Percentages must total 100%.)
- ----------------------------------
D. Acknowledgements And Signatures
- ----------------------------------
By signing this form, I, the undersigned Participant, designate the First
National Bank of Boston as Trustee of my DSPP IRA and certify that I have
received, read and agree to abide by the terms and conditions set forth in the
prospectus describing the Company's Direct Stock Purchase Plan, the DSPP IRA
Disclosure Statement and the Company's Direct Stock Purchase Plan IRA Trust
Agreement.
I understand that all dividends paid on the Company's stock held in this DSPP
IRA will be reinvested. I hereby appoint The First National Bank of Boston as
my agent to apply dividends and any contributions I may make to the purchase of
shares under the DSPP. I understand that I may revoke this authorization at any
time by terminating my DSPP IRA.
I acknowledge and accept the DSPP IRA fee schedule. In witness whereof, I
evidence adoption of the DSPP IRA by execution of this Enrollment Form on the
date below.
- --------------------------------------------------------------------------------
Participant's
Signature X
- --------------------------------------------------------------------------------
Date
- --------------------------------------------------------------------------------
(Bank of Boston will complete:)
The First National Bank of Boston hereby accepts appointment as Trustee of this
IRA.
The First National Bank of Boston
- --------------------------------------------------------------------------------
By:
- --------------------------------------------------------------------------------
Date
- --------------------------------------------------------------------------------
Account #
- --------------------------------------------------------------------------------
QUESTIONS? Call toll free 1-800-472-7428 from 9 a.m. to 5 p.m. Eastern Time,
Monday through Friday.
<PAGE>
Exhibit 99.5
- --------------------------------------------------------------------------------
THE FIRST NATIONAL BANK OF BOSTON IRA Asset Transfer Form
Dividend Reinvestment Program (DRIP)
- --------------------------------------------------------------------------------
Please print all items except signatures. QUESTIONS? Call toll-free
1-800-472-7428 from 9 a.m. to 5 p.m. Eastern Time, Monday through Friday. Mail
your completed form to the address below. If stock certificates are enclosed,
please return by registered mail to:
Dividend Reinvestment Program IRA
c/o Bank of Boston, Program Trustee
P.O. Box 173765
Denver, CO 80217-3765
- ------------------------------
Information And Instructions
- ------------------------------
Do not send this form to your current trustee. We will handle the asset transfer
process. Please be aware that these transactions take several weeks to complete;
we do not have control over the internal procedures of the current trustee.
If the transaction type is a transfer, attach to this form a copy of your most
recent account statement from the current trustee. If this is a partial
transfer, the remaining assets of that IRA are to remain intact under the
trusteeship of the current trustee as a separate plan. We do not serve as co-
trustee of such assets.
The "direct rollover" transaction type describes a movement of plan assets
directly between the trustee of an IRA and the trustee of a business retirement
plan (such as profit sharing, money purchase, 401(k), or defined benefit plan,
etc.), or the administrator of a 403(a) or (b) annuity. By directly rolling an
eligible rollover distribution through the trustee to this DRIP IRA, the
participant can avoid the otherwise mandatory 20% federal income withholding
tax. We suggest that you contact your current trustee about this transaction
before initiating the request with us.
Please consult the Individual Retirement Account and Disclosure Statement for
additional information about moving IRA assets into your DRIP IRA, and read the
Company's Dividend Reinvestment Program prospectus for information regarding the
Program.
This form may not be used to open an account.
- ----------------------------
A. Participant Information
- ----------------------------
Please print:
- ----------------------------------------------------------------
Your Full Name
- ----------------------------------------------------------------
Daytime Phone
( )
- ----------------------------------------------------------------
Evening Phone
( )
- ----------------------------------------------------------------
Your Social Security #
- ----------------------------------------------------------------
DRIP IRA # (if yet known)
- ----------------------------------------------------------------
Please provide the name of the Company in which your DRIP
IRA is invested. All references in this form to the
"Company" shall refer to this Company.
------------------------------------------------------------
- ----------------------------------------------------------------
- --------------------------------------------
B. Current (Resigning) Trustee Information
- --------------------------------------------
- ----------------------------------------------------------------
Name of Current Trustee
- ----------------------------------------------------------------
Mailing Address
- ----------------------------------------------------------------
City/State/Zip
- ----------------------------------------------------------------
Trustee Phone #
( )
- ----------------------------------------------------------------
Current Trustee Account #
- ----------------------------------------------------------------
Current Plan Type
- ----------------------------------------------------------------
- --------------------
C. Transaction Type
- --------------------
This will be a (review instructions and then choose one):
[_] 1. Transfer
[_] 2. Direct Rollover. I certify that this transaction meets the
requirements for a qualifying rollover contribution as defined in
the plan.
- ----------------------
D. Asset Instructions
- ----------------------
You may transfer/directly roll over the Company's common stock and cash from an
existing IRA to your DRIP IRA. All shares will be sent directly to your account.
Other IRA assets must be liquidated by the existing IRA trustee
+++ +++
+ (For Internal Use Only:) +
---------------------------------------------------------
First Name M.I. Last Name
---------------------------------------------------------
Street Name and Number Apartment Number
---------------------------------------------------------
+ City State Zip +
+++ +++
or custodian before they are sent to your DRIP IRA. Upon receipt of any cash,
the Trustee will invest it in the Company's stock. Check all that apply:
[_] 1. Liquidate all assets and send proceeds.
[_] 2. Liquidate partial amount of $_____________________
[_] 3. Liquidate only those assets listed below and send proceeds.
- -------------------------------------------------------------------------------
Description of Asset # of Shares OR $ Amount OR All
- -------------------------------------------------------------------------------
$ [_]
- -------------------------------------------------------------------------------
$ [_]
- -------------------------------------------------------------------------------
$ [_]
- -------------------------------------------------------------------------------
[_] 3A. Upon maturity, send proceeds of Certificate of Deposit
#__________________________________.
Maturity Date: ______/______/______
[_] 3B. Liquidate Certificate of Deposit #_____________________________
immediately and send proceeds.
(Early withdrawal penalties may apply.)
[_] 4. Send all shares of ____________________________________________
(complete the name of the Company) common stock.
[_] 5. Send only ____ shares of ______________________________________
(complete the name of the Company) common stock.
Trustee/Custodian: We are not DTC eligible; please send a physical certificate.
Send the above-specified cash and/or securities to:
Dividend Reinvestment Program IRA
c/o Bank of Boston, Program Trustee
P.O. Box 173765
Denver, CO 80217-3765
For express deliveries, please send to: DRIP IRA Program
Bank of Boston, Program Trustee
717 17th Street, Suite 1700
Denver, CO 80202-3323
Make check payable to "Bank of Boston;" please include DRIP IRA number from
Section A of this form (if yet known).
QUESTIONS? Call toll-free 1-800-472-7428 from 9 a.m. to 5 p.m.
Eastern Time, Monday through Friday.
- -------------------------------------------------------------------------------
If applicable, please complete and sign the reverse side of this form.
- -------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
THE FIRST NATIONAL BANK OF BOSTON IRA Asset Transfer Form
Dividend Reinvestment Program (DRIP) (continued)
- --------------------------------------------------------------------------------
- -----------------
E. Authorizations
- -----------------
1. Participant Authorization
I, the undersigned Participant, hereby authorize the current trustee to send the
assets listed in Section D to the Dividend Reinvestment Program IRA (the "DRIP
IRA").
- --------------------------------------------------------------------------------
Participant's
Signature X
- --------------------------------------------------------------------------------
Date
- --------------------------------------------------------------------------------
2. Trustee Authorization (for internal use only)
The First National Bank of Boston hereby agrees to accept the assets described
above and upon receipt will apply the proceeds to the purchase of the Company's
stock as provided under the Company's Dividend Reinvestment Program IRA on
behalf of the Participant.
- --------------------------------------------------------------------------------
The First National Bank of Boston
- --------------------------------------------------------------------------------
By:
- --------------------------------------------------------------------------------
Date
- --------------------------------------------------------------------------------
QUESTIONS? Call toll-free 1-800-472-7428 from 9 a.m. to 5 p.m. Eastern Time,
Monday through Friday.
<PAGE>
Exhibit 99.6
<TABLE>
<CAPTION>
AUTOMATIC MONTHLY INVESTMENT FORM
INSTRUCTIONS FOR REVERSE SIDE OF FORM
<S> <C> <C>
[LOGO OF ATMOS APPEARS HERE]
ATMOS ENERGY CORPORATION 1. Indicate Type of Account, Checking or Savings.
DIRECT STOCK PURCHASE PLAN
Return your completed 2. Indicate complete Account Number.
Automatic Monthly
Investment Form to: 3. Please fill out the "Name on Account" as it
appears on your account.
ATMOS ENERGY CORPORATION 4. Please fill out the complete name of your
c/o Bank of Boston financial institution including the branch name
Dividend Reinvestment and address.
Mail Stop 45-01-06
P.O. Box 1681 5. Please fill out the Transit/Routing Number
Boston, MA 02105-1681 (Bank Number) from your checking or savings
deposit slip.
6. Amount of Automatic Monthly Investment:
Indicate the monthly amount authorized to
transfer from your account to purchase Atmos
Energy Corporation stock. ($25.00 monthly
minimum).
7. Please have an authorized representative
complete the Financial Institution
Certification section.
</TABLE>
Please call Bank of Boston at 1-800-543-3038 with
any questions.
I hereby authorize Bank of Signature:
Boston as agent to make -----------------------------------------
monthly automatic transfers Signature:
of funds from my savings/ -----------------------------------------
checking account in the Phone
amount stated on the reverse Date: Number:
of this form. These monthly -------------------- -------------------
deductions will be used to
purchase shares of Atmos
Energy Corporation Common
Stock for deposit into my
Atmos Energy account.
Please Print All Items
1. Type of Account [_] Checking [_] Savings 2.
---------------------------
Bank Account Number
3.
-----------------------------------
Name on Account
4. 5.
----------------------------------- ------------------------------
Financial institution Transit/Routing Number
(ABA#)
-----------------------------------
Branch Street Address
6. $
----------------------------------- ----------------------------
Branch City, State and Zip Code Amount of Monthly
Deduction ($25 minimum)
Important: Enclose a voided check (if a 7. Financial Institution
checking account) or deposit slip Certification
(if a savings account) for account and ---------------------
routing number verification. I confirm the identity of
Your completed Automatic Monthly Investment the above-mentioned payee(s)
Form must be received by the Agent on or and the account number and
before the 25th of the month to be included title. This stands to
in the following month's transactions. authorize that the financial
institution agrees to
receive and to deposit the
payment named.
(Note: Deductions will occur one banking day ---------------------------
prior to the Investment Date of each month.) Print Representative's name
---------------------------
Representative's Signature
