<PAGE>
As filed with the Securities and Exchange Commission on February 13, 1998
Registration No. 333- ___________
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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 of principal executive offices) (Zip Code)
ATMOS ENERGY CORPORATION
RESTRICTED STOCK GRANT PLAN
(Full Title of Plan)
Copies to:
GLEN A. BLANSCET BRYAN E. BISHOP
Vice President, General Counsel Locke Purnell Rain Harrell
and Corporate Secretary (A Professional Corporation)
Atmos Energy Corporation 2200 Ross Avenue, Suite 2200
1800 Three Lincoln Centre Dallas, Texas 75201
5430 LBJ Freeway
Dallas, Texas 75240
(Name and Address of Agent for service)
(972) 934-9227
(Telephone Number, including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered (a) per Share (b) Offering Price (b) Registration Fee
- ------------------------------------------------------------------------------------------- -------------------------
<S> <C> <C> <C> <C>
Common Stock, no par value... 650,000 $26.28125 $17,082,813 $5,177
=====================================================================================================================
</TABLE>
(a) Includes such additional shares as may be issued as a result of the
antidilution provisions of the Plan, pursuant to Rule 416 promulgated under
the Securities Act of 1933.
(b) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h) promulgated under the Securities Act of 1933 on
the basis of the average of the high and low prices of the Registrant's
Common Stock as reported on the New York Stock Exchange on February 10,
1998.
<PAGE>
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
The information specified by Item 1 and Item 2 of Part I of Form S-8 is
omitted from this filing in accordance with the provisions of Rule 428 under the
Securities Act of 1933 (the "Securities Act"), and the introductory note of Part
I of Form S-8.
The contents of Registration Statement Number 33-68852, filed with the
Securities and Exchange Commission on September 15, 1993, of Atmos Energy
Corporation are incorporated herein by reference, except as amended hereby.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 6. Indemnification of Directors and Officers.
Both 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 Registrant's Restated Articles of Incorporation as Amended and
Article IX of Registrant's Bylaws provide for indemnification of judgments,
penalties (including excise and similar taxes), fines, settlements, and
reasonable expenses and the advance payment or reimbursement of such reasonable
expenses to directors and officers to the fullest extent permitted by law.
The Texas Business Corporation Act and the Virginia Stock Corporation
Act both allow a corporation to limit the liability of directors for monetary
damages under certain circumstances. Article X of Registrant's Restated Articles
of Incorporation as Amended provides for such limitation of liability to the
fullest extent permitted by law.
Registrant maintains an officers' and directors' liability insurance
policy insuring officers and directors against certain liabilities, including
liabilities under the Securities Act. The effect of such policy is to indemnify
the officers and directors of Registrant against losses incurred by them while
acting in such capacities. The foregoing summaries are necessarily subject to
the complete text of the statutes, the Registrant's Restated Articles of
Incorporation as Amended, Bylaws and agreements referred to above and are
qualified in their entirety by reference thereto.
Item 8. Exhibits.
The exhibits listed in the accompanying Index to Exhibits are furnished
as a part of this Registration Statement.
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas, on February 13, 1998.
ATMOS ENERGY CORPORATION
By: /s/ ROBERT W. BEST
------------------------
Robert W. Best
Chairman, President and CEO
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears below
hereby constitutes and appoints Robert W. Best his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place, and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto, and all
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute or substitutes may lawfully do or cause to be done by virtue
hereof.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ ROBERT W. BEST
- -------------------------- Chairman, President and CEO February 13, 1998
Robert W. Best (Principal Executive Officer)
/s/ LARRY J. DAGLEY
- -------------------------- Executive Vice President and February 13, 1998
Larry J. Dagley Chief Financial Officer
(Principal Financial Officer)
/s/ DAVID L. BICKERSTAFF
- -------------------------- Vice President and Controller February 13, 1998
David L. Bickerstaff (Principal Accounting Officer)
</TABLE>
3
<PAGE>
<TABLE>
<S> <C> <C>
/s/ TRAVIS W. BAIN II
- -------------------------- Director February 11, 1998
Travis W. Bain II
/s/ DAN BUSBEE
- -------------------------- Director February 11, 1998
Dan Busbee
/s/ RICHARD W. CARDIN
- -------------------------- Director February 11, 1998
Richard W. Cardin
/s/ THOMAS J. GARLAND
- -------------------------- Director February 11, 1998
Thomas J. Garland
/s/ GENE C. KOONCE
- -------------------------- Director February 11, 1998
Gene C. Koonce
/s/ VINCENT J. LEWIS
- -------------------------- Director February 11, 1998
Vincent J. Lewis
- -------------------------- Director February ____, 1998
Thomas C. Meredith
/s/ PHILLIP E. NICHOL
- -------------------------- Director February 11, 1998
Phillip E. Nichol
/s/ CARL S. QUINN
- -------------------------- Director February 11, 1998
Carl S. Quinn
/s/ LEE E. SCHLESSMAN
- -------------------------- Director February 11, 1998
Lee E. Schlessman
/s/ CHARLES K. VAUGHAN
- -------------------------- Director February 11, 1998
Charles K. Vaughan
/s/ RICHARD WARE II
- -------------------------- Director February 11, 1998
Richard Ware II
</TABLE>
4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION PAGE
------- ----------- ----
NUMBER NUMBER
------ ------
<S> <C> <C>
4.1 Specimen Common Stock Certificate (Atmos Energy Corporation)
(incorporated by reference to Exhibit 4(b) of Registrant's
Annual Report on Form 10-K (File No. 1-10042) for the fiscal year
ended September 30, 1988).
4.2(a) Rights Agreement, dated as of April 27, 1988, between
Registrant and The First National Bank of Boston
(successor trustee to Morgan Shareholder Services Trust
Company) (incorporated by reference to Exhibit 1 of
Registrant's Form 8-K (File No. 0-11249) filed May 10,
1988).
4.2.(b) Amendment No. 1 to Rights Agreement, dated August 10, 1994
(incorporated by reference to Exhibit 4.3(b) of Registrant's
Annual Report on Form 10-K for the fiscal year ended
September 30, 1994 (File No. 1-10042)).
4.2(c) Certificate of Adjusted Price, dated August 15, 1994
(incorporated by reference to Exhibit 4.3(c) of Registrant's
Annual Report on Form 10-K (File No. 1-10042) for the fiscal year
ended September 30, 1994).
4.3 Rights Agreement, dated as of November 12, 1997, between the
Company and BankBoston, N.A. (incorporated by reference to
Exhibit 4.1 of Form 8-K dated November 12, 1997 (File No. 1-10042)).
5.1 Opinion of Locke Purnell Rain Harrell.
23.1 Consent of Locke Purnell Rain Harrell (included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Arthur Andersen LLP.
24.1 Power of Attorney (included on the signature page of this
Registration Statement).
99.1 Atmos Energy Corporation Restricted Stock Grant Plan
</TABLE>
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF LOCKE PURNELL RAIN HARRELL]
February 13, 1998
Atmos Energy Corporation
1800 Three Lincoln Centre
5430 LBJ Freeway
Dallas, TX 75240
Re: Registration Statement on Form S-8,
Atmos Energy Corporation Restricted Stock Grant Plan
Gentlemen:
We have acted as special counsel for Atmos Energy Corporation, a Texas
and Virginia corporation (the "Company"), in connection with the registration
under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to
a Registration Statement on Form S-8 (the "Registration Statement"), of 650,000
shares of common stock, no par value, of the Company (the "Common Stock") to be
offered pursuant to the Atmos Energy Corporation Restricted Stock Grant Plan
(the "Plan").
Based upon our examination of such 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. Assuming, with respect to shares of Common Stock issued after the
date hereof, (i) the receipt of proper consideration for the issuance thereof
(ii) the availability of a sufficient number of shares of Common Stock
authorized by the Company's Restated Articles of Incorporation as Amended then
in effect, (iii) compliance with the terms of any grant made pursuant to the
Plan and (iv) no change occurs in the applicable law or the pertinent facts, the
shares of Common Stock issuable under the Plan will be duly authorized and
validly issued, fully paid and non-assessable shares of Common Stock.
<PAGE>
Atmos Energy Corporation
February 13, 1998
Page 2
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 occurring after the date of this opinion which might affect the opinions
expressed herein.
We consent to the use of our name in the Registration Statement filed
by the Company with the Securities and Exchange Commission for the registration
under the Securities Act of 650,000 shares of 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/ VAN M. JOLAS
--------------------------
Van M. Jolas
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITOR
We consent to the incorporation by reference in the Registration Statement (Form
S-8) of Atmos Energy Corporation for the registration of 650,000 shares of its
common stock of our report dated November 11, 1997 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, 1997, filed with the
Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
Dallas, Texas
February 13, 1998
<PAGE>
Exhibit 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Form S-8 of Atmos Energy Corporation of our report dated
February 14, 1997 appearing in the Annual Report on Form 10-K for the year ended
December 31, 1996 of United Cities Gas Company.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Nashville, Tennessee
February 13, 1998
<PAGE>
Exhibit 99.1
ATMOS ENERGY CORPORATION
RESTRICTED STOCK GRANT PLAN
EFFECTIVE OCTOBER 1, 1987
AMENDED AND RESTATED AS OF FEBRUARY 12, 1998
<PAGE>
ATMOS ENERGY CORPORATION
RESTRICTED STOCK GRANT PLAN
(Amended and Restated as of February 12, 1998)
I. Purpose of Plan
---------------
The Atmos Energy Corporation Restricted Stock Grant Plan (the "Plan") has
been established to align the interests of its participants more directly
with those of the Company's shareholders, to retain and attract managerial
and professional personnel of exceptional ability and to encourage strong
commitment to corporate objectives.
II. Plan Definitions
----------------
All rights and conditions under the Plan are specified in the following
paragraphs subject to compliance with applicable laws and regulations. As
used in the Plan, the following terms and phrases shall have the meanings
ascribed to them below:
A. "Board" or "Board of Directors" shall mean the Board of Directors of
Atmos Energy Corporation.
B. "Common Stock" shall mean the common stock of Atmos Energy
Corporation.
C. "Company" shall mean Atmos Energy Corporation.
D. "Disability" shall mean such total and permanent disability as
qualifies the participant for benefits under the Company's Long-Term
Disability Plan covering the participant at the time.
E. "Exchange Act" shall mean the Securities Exchange Act of 1934.
F. "Fair Market Value" with regard to the Restricted Stock on a
particular date shall mean the closing price of a share of Common
Stock as reported by the New York Stock Exchange-Composite
Transactions on that date. However, if no trading in the Common Stock
occurs on the New York Stock Exchange on that date, the "Fair Market
Value" shall mean the closing price as reported on the immediately
preceding date. In the event the Common Stock is traded on an exchange
other than the New York Stock Exchange, the Board of Directors shall
select a suitable substitute published stock quotation system, which
system shall be in compliance with all relevant regulatory provisions.
G. "Subsidiary" shall mean any direct or indirect subsidiary of Atmos
Energy Corporation.
2
<PAGE>
III. Eligibility
-----------
The participants in the Plan shall be such employees of the Company or any
Subsidiary as may be selected from time to time by the Board in its
discretion. Directors of the Company who are not also employees of the
Company shall not be eligible to participate in the Plan. In order to
receive Restricted Stock, participants must not, at the time the grant of
Restricted Stock is made, be subject to any agreement with the Company that
restricts the acquisition of shares of Common Stock.
IV. Stock Subject to Plan
---------------------
The stock subject to the Plan shall consist of shares of Common Stock to
which the restrictions specified in Section V.F. are attached. This stock
is hereafter referred to as "Restricted Stock". The total number of shares
of Restricted Stock, subject to adjustment as provided in Section XII, that
may be awarded by the Company under the Plan shall not be more than
1,550,000 shares. Restricted Stock awarded under the Plan shall, in the
sole discretion of the Board of Directors, consist of either previously
issued shares purchased on the open market or shares purchased from the
Company as original issue shares or treasury shares.
V. Terms and Conditions of Restricted Stock Awards
-----------------------------------------------
Each share of Restricted Stock awarded under the Plan shall be subject to
the following restrictions:
A. Shares of Restricted Stock awarded to a Plan participant may not be
sold, transferred, pledged, hypothecated, encumbered, or otherwise
alienated in any manner, whether voluntarily, by operation of law, or
otherwise, until the restrictions on such shares are removed pursuant
to the Plan and said shares are delivered to the participant.
B. Shares of Restricted Stock awarded to a Plan participant will be
forfeited if, prior to the removal of restrictions on the Restricted
Stock awarded hereunder, the recipient terminates employment for any
reason other than death, disability, or retirement.
C. At the time and on the date of a participant's death, disability, or
retirement (upon or after attaining the age of 62) while employed by
the Company or Subsidiary, all restrictions placed on each share of
Restricted Stock awarded to that participant shall be removed and such
shares shall be delivered to the participant or to his legal
representatives, beneficiaries, or heirs. From and after such date,
the participant or the participant's estate, personal representative
or beneficiary, as the case may be, shall have full rights of transfer
or resale with respect to such stock subject to applicable state and
federal regulations. The restrictions on shares of Restricted
3
<PAGE>
Stock awarded to a participant shall not be removed due to the
participant's retirement prior to attaining the age of 62, unless such
removal is expressly approved by the Board of Directors.
D. Stock certificates representing the number of shares of Restricted
Stock granted to an employee of the Company or Subsidiary shall be
registered in the employee's name, but the certificates representing
any shares of Restricted Stock shall be held in the custody of the
Company for the participant's account. All dividends and distributions
(other than stock dividends and distributions) on shares held in the
custody of the Company shall be paid to the participant, however,
regardless of the fact that the shares are being held in behalf of the
participant. Any new, additional, or different shares or securities
issued (due to a stock split, stock dividend, or other stock
distribution) with respect to Restricted Stock previously awarded
under the Plan shall be held by the Company as Restricted Stock for
the participant's account and shall have the same restrictions as the
underlying Restricted Stock with respect to which such new,
additional, or different shares or securities were issued. At such
time as restrictions are removed from any portion of the Restricted
Stock held by the Company for the participant, certificates
representing such shares shall be delivered free of all restrictions
to the participant or to the participant's legal representatives,
beneficiaries, or heirs.
E. Additional grants of Restricted Stock to a participant after the
initial grant to such participant may have restriction provisions
different from those provided in Section VI. If such is the case, the
award of such stock will be conditioned upon the acceptance by the
participant of such different provisions.
F. Each certificate issued in respect of shares of Restricted Stock
granted to a participant under the Plan shall bear the following, or
similar legend:
"The transferability of this certificate and the shares of stock
represented hereby are subject to the terms and conditions
(including forfeitures) contained in the Atmos Energy Corporation
Restricted Stock Grant Plan. A copy of the Plan is on file in the
office of Atmos Energy Corporation, 1800 Three Lincoln Centre,
5430 LBJ Freeway, Dallas, Texas 75240."
VI. Removal of Restrictions
-----------------------
A participant who receives a Restricted Stock award pursuant to the Plan
shall be entitled to delivery of shares free and clear of all restrictions,
if such participant is an employee of
4
<PAGE>
the Company or Subsidiary at the time (subject to the provisions of
Sections V.C. and V.E. herein), according to the following schedule:
Percentage of Original
Completed Years of Service Grant Delivered
After Date of Grant to Participant
------------------- --------------
3 25%
4 25%
5 25%
6 25%
Notwithstanding the foregoing provisions, each participant shall, in the
event of a Change of Control of the Company, receive free of restriction
all Restricted Stock granted to the participant on or before the effective
date of such Change of Control. As used in the Plan, a "Change in Control"
of the Company shall be deemed to have occurred if:
(i) (A) Any "Person" (as defined in subparagraph (ii) below), other than
(1) the Company or any Subsidiary, (2) a trustee or other fiduciary
holding securities under an employee benefit plan of the Company or
any of its affiliates, as defined in Rule 12b-2 promulgated under
Section 12 of the Exchange Act ("Affiliates"), (3) an underwriter
temporarily holding securities pursuant to an offering of such
securities, or (4) a corporation owned, directly or indirectly, by the
shareholders of the Company, in substantially the same proportions as
their ownership of stock of the Company, who is or becomes the
"beneficial owner" (as defined in subparagraph (ii) below), directly
or indirectly, of securities of the Company (not including in the
securities beneficially owned by such person any securities acquired
directly from the Company or its Affiliates) representing 33-1/3% or
more of the combined voting power of the Company's then outstanding
securities, or 33-1/3% or more of the then outstanding common stock of
the Company, excluding any Person who becomes such a beneficial owner
in connection with a transaction described in subparagraph (C)(1)
below.
(B) During any period of two consecutive years (the "Period"),
individuals who at the beginning of the Period constitute the Board of
the Company and any "new director" (as defined in subparagraph (ii)
below) cease for any reason to constitute a majority of the Board.
(C) There is consummated a merger or consolidation of the Company or
any Subsidiary with any other corporation, except if:
(1) the merger or consolidation would result in the voting
securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by
being converted into voting securities of the surviving entity or
any parent thereof) at least 60% of the
5
<PAGE>
combined voting power of the voting securities of the Company or
such surviving entity or any parent thereof outstanding
immediately after such merger or consolidation; or
(2) the merger or consolidation is effected to implement a
recapitalization of the Company (or similar transaction) in which
no Person is or becomes the beneficial owner, directly or
indirectly, of securities of the Company (not including in the
securities beneficially owned by such Person any securities
acquired directly from the Company or its Affiliates other than
in connection with the acquisition by the Company or its
Affiliates of a business) representing 60% or more of the
combined voting power of the Company's then outstanding
securities.
(D) The shareholders of the Company approve a plan of complete
liquidation or dissolution of the Company or an agreement for the sale
or disposition by the Company of all or substantially all the
Company's assets, other than a sale or disposition by the Company of
all or substantially all of the Company's assets to an entity, at
least 60% of the combined voting power of the voting securities of
which are owned by the stockholders of the Company in substantially
the same proportions as their ownership of the Company immediately
prior to such sale.
(ii) For purposes of subparagraph (i) above,
(A) "Person" shall have the meaning given in Section 3(a)(9) of the
Exchange Act, as modified and used in Sections 13(d) and 14(d) of the
Exchange Act.
(B)"Beneficial owner" shall have the meaning provided in Rule 13d-3
under the Exchange Act.
(C)"New director" shall mean an individual whose election by the
Company's Board or nomination for election by the Company's
shareholders was approved by a vote of at least 2/3's of the
directors then still in office who either were directors at the
beginning of the Period or whose election or nomination for
election was previously so approved or recommended. However, "new
director" shall not include a director whose initial assumption
of office is in connection with an actual or threatened election
contest, including but not limited to a consent solicitation
relating to the election of directors of the Company.
VII. Stock Withholding Requirement
-----------------------------
Upon the removal or lapse of the restrictions on any Restricted Stock
awarded to a participant, the number of shares issuable by the Company to
the participant shall be subject to applicable withholding requirements for
income and employment taxes arising from the removal or lapse of the
restrictions on the Restricted Stock.
6
<PAGE>
VIII. Forfeited Shares
----------------
If shares of Restricted Stock are forfeited according to the terms of the
Plan, the number of shares forfeited may be added back to the number of
shares available for issuance under the Plan. Any shares of Restricted
Stock that are forfeited according to the terms of the Plan shall be held
by the Company as treasury shares and shall be available for reissuance
under the Plan.
IX. Rights of Recipients as Shareholders
------------------------------------
Except as otherwise provided in the Plan, a recipient of a Restricted
Stock grant under the Plan shall have all of the rights of a shareholder
of the Company with respect to such shares of Restricted Stock, including
the right to vote such shares and receive the dividends and other
distributions paid or made with respect to such shares in accordance with
Section V.D. above.
X. Administration of the Plan
--------------------------
The Board shall have full authority to manage and control the operation
and administration of the Plan. Any action taken by the Board with respect
to the Plan shall be taken upon the affirmative vote of a majority of the
directors. The Board shall have the power to construe and interpret the
Plan in accordance with its terms and to establish and amend the rules and
regulations for its administration. All determinations of the Board shall
be final and shall not be subject to appeal. The Board shall designate
those employees of the Company and its Subsidiaries who are eligible to
participate in the Plan subject to the provisions of Section III and shall
designate the amounts of Restricted Stock to be granted.
XI. Amendment and Termination
-------------------------
The Board in its discretion may terminate the Plan at any time with
respect to any shares of Restricted Stock which have not theretofore been
granted. The Board shall have the right to alter or amend the Plan or any
part thereof from time to time; provided, that no change in any Restricted
Stock theretofore granted may be made which would impair the rights of the
grantee without the consent of such grantee; and provided, further, that
the Board may not make any alteration or amendment which would materially
increase the benefits accruing to participants under the Plan, materially
increase the aggregate number of shares which may be issued pursuant to
the provisions of the Plan, change the class of employees eligible to
receive grants under the Plan, withdraw the administration of the Plan
from the Board or permit any non-employee member of the Board to be
eligible to receive a grant under the Plan without the approval of the
stockholders of the Company.
7
<PAGE>
XII. Adjustment Upon Changes in Stock
--------------------------------
If there shall be any change in the number of shares of Common Stock
subject to the Plan or to any Restricted Stock granted thereunder, through
subdivision, combination, or reclassification of shares, or through
merger, consolidation, reorganization, recapitalization, stock dividend,
stock split or other change in the corporate structure, appropriate
adjustment shall be made by the Board in the aggregate number of shares
subject to the Plan.
XIII. No Employment Rights
--------------------
The adoption of the Plan does not confer upon any employee of the Company
or a Subsidiary any right to continue employment with the Company or
Subsidiary, as the case may be, nor does it interfere in any way with the
right of the Company or a Subsidiary to terminate the employment of any of
its employees at any time.
IN WITNESS WHEREOF, and as conclusive evidence of its adoption of this
Amended and Restated Restricted Stock Grant Plan, the Company has caused this
Plan to be duly executed on this 12th day of February, 1998.
ATMOS ENERGY CORPORATION
By: /s/ ROBERT W. BEST
----------------------------------
Robert W. Best
Chairman, President and
Chief Executive Officer
