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As filed with the Securities and Exchange Commission on November 6, 2000
Registration No. 333-93705
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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 Identification No.)
incorporation or organization)
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<S> <C>
Louis P. Gregory
1800 Three Lincoln Centre 1800 Three Lincoln Centre
5430 LBJ Freeway 5430 LBJ Freeway
Dallas, Texas 75240 Dallas, Texas 75240
(972) 934-9227 (972) 934-9227
(Address, including zip code, and (Name, address, including zip code,
telephone number, including area code, and telephone number, including
of registrant's principal executive offices) area code, of agent of service)
</TABLE>
The Commission is requested to mail copies of all orders, notices and
communications to:
Irwin F. Sentilles, III Jonathan Jewett
Gibson, Dunn & Crutcher LLP Shearman & Sterling
2100 McKinney Avenue, Suite 1100 599 Lexington Avenue
Dallas, Texas 75201 New York, New York 10022
(214) 698-3100
Approximate date of commencement of proposed sale to public:
From time to time after this registration statement becomes effective.
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If the only securities being registered on this Form are being 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 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. []
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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 this registration statement shall become
effective on such date as the Commission acting pursuant to said Section 8(a),
may determine.
================================================================================
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++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this prospectus is not complete and may be changed. We may +
+not sell these securities until the registration statement filed with the +
+Securities and Exchange Commission is effective. This prospectus is not an +
+offer to sell these securities and it is not soliciting an offer to buy these +
+securities in any state where the offer or sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED NOVEMBER 6, 2000
PROSPECTUS
[LOGO]
ATMOS ENERGY CORPORATION
By this prospectus, we offer up to
$500,000,000
of debt securities and common stock
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We will provide specific terms of these securities in supplements to this
prospectus. This prospectus may not be used to sell securities unless
accompanied by a prospectus supplement. You should read this prospectus and the
prospectus supplement carefully before you invest.
-----------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.
-----------
This prospectus is dated , 2000
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TABLE OF CONTENTS
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Forward-Looking Statements.................................................. 3
Atmos Energy Corporation.................................................... 3
Use of Proceeds............................................................. 7
Ratio of Earnings to Fixed Charges.......................................... 7
Securities We May Issue..................................................... 7
Prospectus Supplements...................................................... 7
Description of Debt Securities.............................................. 8
Description of Common Stock................................................. 34
Plan of Distribution........................................................ 38
Legal Matters............................................................... 40
Experts..................................................................... 40
Where You Can Find More Information......................................... 40
</TABLE>
The terms "we", "our", and "us" refer to Atmos Energy Corporation unless the
context suggests otherwise. The term "you" refers to a prospective investor.
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FORWARD-LOOKING STATEMENTS
Statements contained in this prospectus, including the documents that are
incorporated by reference as set forth in "Incorporation of Certain Documents
by Reference," that are not historical facts are "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933. Forward-
looking statements are based on management's beliefs as well as assumptions
made by, and information currently available to, management. Because such
statements are based on expectations as to future economic performance and are
not statements of fact, actual results may differ materially from those
projected. Important factors that could cause future results to differ include,
but are not limited to:
. national, regional and local economic and competitive conditions,
. regulatory and business trends and decisions,
. technological developments,
. inflation rates,
. weather conditions, and
. other factors discussed in this and our other filings with the SEC.
All of these factors are difficult to predict and many are beyond our control.
Accordingly, while we believe these forward-looking statements to be
reasonable, there can be no assurance that they will approximate actual
experience or that the expectations derived from them will be realized. When
used in our documents or oral presentations, the words "anticipate," "believe,"
"estimate," "expect," "objective," "projection," "forecast," "goal" or similar
words are intended to identify forward-looking statements.
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ATMOS ENERGY CORPORATION
We distribute and sell natural gas to over one million residential,
commercial, industrial, agricultural and other customers. We operate through
five divisions in over 800 cities, towns and communities in service areas
located in Colorado, Georgia, Illinois, Iowa, Kansas, Kentucky, Louisiana,
Missouri, Tennessee, Texas and Virginia. We also transport natural gas for
others through our distribution system.
We provide natural gas storage services and own natural gas storage fields in
Kansas and Kentucky to supplement natural gas used by customers in Kansas,
Kentucky, Tennessee and other states. We also own a 45% equity interest, and
have agreed to acquire the remaining equity interest, in Woodward Marketing,
L.L.C., a privately held company that provides gas marketing and energy
management services to industrial customers, municipalities and local
distribution companies, including our Trans Louisiana Gas Company, Western
Kentucky Gas Company and United Cities Gas Company divisions. In addition, we
market natural gas to industrial and agricultural customers primarily in West
Texas and to industrial customers in Louisiana.
History and Strategy
We were organized under the laws of Texas in 1983 as Energas Company, a
subsidiary of Pioneer Corporation, for the purposes of owning and operating
Pioneer's natural gas distribution business in Texas. Immediately following the
transfer by Pioneer to us of its gas distribution business, which Pioneer and
its predecessors operated since 1906, Pioneer distributed our outstanding stock
to its shareholders. In September 1988, we changed our name from Energas
Company to Atmos Energy Corporation. As a result of our merger with United
Cities Gas Company in July 1997, we also became incorporated in Virginia.
Through the recent transactions outlined below, we have begun implementing a
strategy intended to increase our presence in our larger service areas, sell
our smaller, non-strategic natural gas utility operations and restructure our
other operations.
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Recent Developments
In April 2000, we entered into an agreement with Citizens Communications
Company to acquire the Louisiana natural gas operations of its Louisiana Gas
Service Company division and its LGS Natural Gas Company subsidiary for $375
million. Louisiana Gas Service Company provides natural gas distribution
service to approximately 276,000 residential and commercial customers in
approximately 190 communities in southeastern and northern Louisiana, which is
an area with a combined population of more than 600,000. Its service territory
includes the suburban areas of metropolitan New Orleans (excluding Orleans
Parish), the north shore of Lake Pontchartrain and the Monroe/West Monroe
metropolitan area. LGS Natural Gas Company provides gas transportation services
to industrial customers in Louisiana. Upon closing, we will become the largest
natural gas distributor in Louisiana, and our national customer base will
increase to approximately 1.4 million customers, making us the fifth largest
pure natural gas local distribution company in the United States. The
acquisition is subject to federal and state regulatory approval.
In May 2000, we completed the acquisition of the Missouri natural gas
distribution assets of Associated Natural Gas from a subsidiary of Southwestern
Energy Corporation for $32 million. The acquisition increased our presence in
Missouri by more than 48,000 customers.
As part of our strategy to restructure our non-natural gas utility
operations, in August 2000, we formed US Propane, LLC, a joint venture
combining our propane operations with the propane operations of AGL Resources,
Inc., Piedmont Natural Gas Company, Inc., and TECO Energy, Inc. US Propane then
sold its propane business to Heritage Propane Partners, L.P. for approximately
$181 million in cash and limited partnership units of Heritage Propane Partners
and purchased all of the outstanding stock of the general partner of Heritage
Propane Partners for approximately $120 million. As a result of these
transactions, we own approximately 19% of US Propane and US Propane owns all of
the general partnership interest and approximately 34% of the limited
partnership interest in Heritage Propane Partners. Through our interest in US
Propane, we indirectly own approximately 19% of the general partnership
interest and approximately 6.5% of the limited partnership interest in Heritage
Propane Partners. Heritage Propane Partners now has approximately
480,000 customers in 28 states, making it the fifth largest retail marketer of
propane in the United States, based on gallons sold.
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In August 2000, we entered into an agreement with Woodward Marketing, Inc. to
acquire the 55% interest in Woodward Marketing, LLC that we do not own in
exchange for 1,423,193 restricted shares of our common stock. The consideration
is subject to an upward adjustment if our average share price does not equal
$25 per share during a period immediately prior to the fifth anniversary of the
completion of the acquisition or an earlier change in control, unless during
the period beginning on the first anniversary of the completion of the
acquisition and ending on the fifth anniversary or an earlier change in control
our share price reaches $25 per share for any 30 consecutive trading-day
period. The maximum additional shares that could be issued under the adjustment
provision is 232,547, plus an amount to compensate for dividends paid after the
completion of the acquisition. Upon the completion of the acquisition, our
subsidiary's guaranty of Woodward Marketing, LLC's $100 million short-term
working capital and letter of credit facility will increase from 45% to 100% of
any amounts outstanding under the facility. This transaction is subject to
state and federal regulatory approval.
In August 2000, we entered into a $485 million short-term unsecured credit
facility with an interest rate equal to the London Interbank Offered Rate, or
LIBOR, plus 0.75%. The facility provides $385 million for the acquisition of
the assets of Louisiana Gas Service Company and LGS Natural Gas Company, and
$100 million to refinance existing debt which have interest rates ranging from
7.95% to 11.20%. We also entered into a $300 million short-term unsecured
credit facility with an interest rate equal to LIBOR plus 0.625%, which
replaced a $250 million short-term unsecured credit facility that had an
interest rate of LIBOR plus 0.375%. The interest rate on these new credit
facilities will change if our debt rating changes. The credit facilities
contain covenants which set limits on our ratio of debt to total capitalization
and limit our ability to make investments, pay cash dividends, incur additional
indebtedness, dispose of assets and create liens.
In October 2000, we entered into an agreement to sell all of our natural gas
utility operations in South Carolina for approximately $5.8 million. This
transaction is subject to state regulatory approval.
Location of Executive Offices
Our address is 1800 Three Lincoln Centre, 5430 LBJ Freeway, Dallas, Texas
75240, and our telephone number is (972) 934-9227.
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USE OF PROCEEDS
Except as may be stated in the applicable prospectus supplement, we intend to
use the net proceeds from the sale of the securities for general corporate
purposes, including acquisitions, in our business and related businesses and
the repayment of indebtedness. Please refer to the section entitled "Recent
Developments" for additional information about our proposed acquisitions and
recent financings.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth our ratio of earnings to fixed charges for the
periods indicated:.
<TABLE>
<CAPTION>
Nine Months
Year ended September 30, Ended June 30,
------------------------ ---------------
1999 1998 1997 1996 1995 2000 1999
---- ---- ---- ---- ---- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Ratio............................... 1.53 2.94 1.95 2.82 2.31 2.78 2.73
</TABLE>
For purposes of computing the ratio of earnings to fixed charges, earnings
consists of the sum of our pretax income from continuing operations and fixed
charges. Fixed charges consist of interest expense, amortization of debt
discount, premium and expense, capitalized interest and a portion of lease
payments considered to represent an interest factor.
SECURITIES WE MAY ISSUE
We may use this prospectus to offer up to $500,000,000 of:
. our debt securities, and
. our common stock.
PROSPECTUS SUPPLEMENTS
This prospectus provides you with a general description of the debt
securities and common stock we may offer. Each time we offer securities, we
will provide a prospectus supplement that will
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contain specific information about the terms of the offering. The prospectus
supplement may also add to or change information contained in this prospectus.
If so, the prospectus supplement should be read as superseding this prospectus.
You should read both this prospectus and any prospectus supplement together
with additional information described under the heading "Where You Can Find
More Information."
The prospectus supplement to be attached to the front of this prospectus will
describe the terms of any debt securities that we offer, the terms of any
common shares that we offer and any initial public offering price, the purchase
price and net proceeds that we will receive and the other specific terms
related to the offering of the securities.
For more details on the terms of the securities, you should read the exhibits
filed with our registration statement.
DESCRIPTION OF DEBT SECURITIES
We may issue debt securities from time to time in one or more distinct
series. This section summarizes the material terms of the debt securities that
we anticipate will be common to all series. Most of the financial and other
terms of any series of debt securities that we offer and any differences from
the common terms will be described in the prospectus supplement to be attached
to the front of this prospectus. As used in this section, "we", "us" and "our"
refer to Atmos Energy Corporation and not to its subsidiaries, unless the
context otherwise requires.
As required by U.S. federal law for all bonds and notes of companies that are
publicly offered, a document called an "indenture" will govern any debt
securities that we issue. An indenture is a contract between us and a financial
institution acting as trustee on your behalf. We anticipate entering into an
indenture with SunTrust Bank, which will act as trustee. The indenture will be
subject to the Trust Indenture Act of 1939. The trustee has the following two
main roles:
. the trustee can enforce your rights against us if we default; there are
some limitations on the extent to which the trustee acts on your behalf
which are described later in this prospectus, and
. the trustee will perform certain administrative duties for us, which
include sending you interest payments and notices.
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As this section is a summary of the material terms of the form of indenture,
it does not describe every aspect of the debt securities. We urge you to read
the indenture because it, and not this description, will define your rights as
a holder of debt securities. For example, in this section, we use capitalized
words to signify terms that are specifically defined in the form of indenture.
Some of the definitions are repeated in this prospectus, but for the rest you
will need to read the indenture. We have filed or will file the form of
indenture, the final indenture and any supplements to it as exhibits to the
registration statement that we have filed with the SEC, or as an exhibit to the
annual, quarterly or other reports that we file with the SEC. See "Where You
Can Find More Information," for information on how to obtain copies of the
indenture and any supplements. References to the "indenture" in this prospectus
mean the form of indenture we have filed as an exhibit to the registration
statement relating to this offering that we have filed with the SEC.
General
The debt securities will be our unsecured obligations and will rank equally
with all of our other unsecured and unsubordinated Indebtedness.
You should read the prospectus supplement for the following terms of the
series of debt securities offered by the prospectus supplement. Our board of
directors will establish the following terms before issuance of the series:
. the title of the debt securities,
. the aggregate principal amount of the debt securities, the percentage of
their principal amount at which the debt securities will be issued, and
the date or dates when the principal of the debt securities will be
payable or how those dates will be determined,
. the interest rate or rates, which may be fixed or variable, that the
debt securities will bear, if any, and how the rate or rates will be
determined,
. the date or dates from which any interest will accrue or how the date or
dates will be determined, the date or dates on which any interest will
be payable, any regular record dates for these payments or how these
dates will be determined and the basis on which any interest will be
calculated, if other than on the basis of a 360-day year of twelve 30-
day months,
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. the place or places, if any, other than or in addition to New York City,
of payment, transfer or exchange of the debt securities, and where
notices or demands to or upon us in respect of the debt securities may
be served,
. any optional redemption provisions,
. any sinking fund or other provisions that would obligate us to
repurchase or redeem the debt securities,
. whether the amount of payments of principal of, any premium on, or
interest on the debt securities will be determined with reference to an
index, formula or other method, which could be based on one or more
commodities, equity indices or other indices, and how these amounts will
be determined,
. any changes or additions to the events of default or our covenants with
respect to the debt securities,
. if not the principal amount of the debt securities, the portion of the
principal amount that will be payable upon acceleration of the maturity
of the debt securities or how that portion will be determined,
. any changes or additions to the provisions concerning defeasance and
covenant defeasance contained in the indenture that will be applicable
to the debt securities,
. any provisions granting special rights to the holders of the debt
securities upon the occurrence of specified events,
. if other than the trustee, the name of the paying agent, security
registrar or transfer agent for the debt securities,
. if we do not issue the debt securities in book-entry form only to be
held by The Depository Trust Company, as depository, whether we will
issue the debt securities in global form or fully registered form and
the identity of any alternative depository,
. the person to whom any interest in a debt security will be payable, if
other than the registered holder at the close of business on the regular
record date,
. the denomination or denominations in which the debt securities will be
issued, if other than denominations of $1,000 or any integral multiples,
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. any provisions requiring us to pay Additional Amounts on the debt
securities to any holder who is not a United States person in respect of
any tax, assessment or governmental charge and, if so, whether we will
have the option to redeem the debt securities rather than pay the
Additional Amounts, and
. any other material terms of the debt securities or the indenture, which
may not be consistent with the terms set forth in this prospectus.
For purposes of this prospectus, any reference to the payment of principal
of, any premium on, or interest on the debt securities will include Additional
Amounts if required by the terms of the debt securities.
The indenture will not limit the amount of debt securities that we are
authorized to issue from time to time. The indenture will also provide that
there may be more than one trustee thereunder, each for one or more series of
debt securities. If a trustee is acting under the indenture with respect to
more than one series of debt securities, the debt securities for which it is
acting would be treated as if issued under separate indentures. If there is
more than one trustee under the indenture, the powers and trust obligations of
each trustee will apply only to the debt securities of the separate series for
which it is trustee.
We may issue debt securities with terms different from those of debt
securities already issued. Without the consent of the holders of the
outstanding debt securities, we may reopen a previous issue of a series of debt
securities and issue additional debt securities of that series unless the
reopening was restricted when we created that series.
There is no requirement that we issue debt securities in the future under the
indenture, and we may use other indentures or documentation, containing
different provisions in connection with future issues of other debt securities.
We may issue the debt securities as "Original Issue Discount Securities",
which are debt securities, including any zero-coupon debt securities, that are
issued and sold at a discount from their stated principal amount. Original
Issue Discount Securities provide that, upon acceleration of their
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maturity, an amount less than their principal amount will become due and
payable. We will describe the U.S. federal income tax consequences and other
considerations applicable to original issue discount securities in any
prospectus supplement relating to them.
Holders of Debt Securities
Book-Entry Holders. We will issue debt securities in book-entry form only,
unless we specify otherwise in the applicable prospectus supplement. This means
debt securities will be represented by one or more global securities registered
in the name of a financial institution that holds them as depository on behalf
of other financial institutions that participate in the depository's book-entry
system. These participating institutions, in turn, hold beneficial interests in
the debt securities on behalf of themselves or their customers.
Under the indenture, we will recognize as a holder only the person in whose
name a debt security is registered. Consequently, for debt securities issued in
global form, we will recognize only the depository as the holder of the debt
securities and we will make all payments on the debt securities to the
depository. The depository passes along the payments it receives to its
participants, which in turn pass the payments along to their customers who are
the beneficial owners.
The depository and its participants do so under agreements they have made
with one another or with their customers; they are not obligated to do so under
the terms of the debt securities.
As a result, you will not own debt securities directly. Instead, you will own
beneficial interests in a global security, through a bank, broker or other
financial institution that participates in the depository's book-entry system
or holds an interest through a participant. As long as the debt securities are
issued in global form, you will be an indirect holder, and not a holder, of the
debt securities.
Street Name Holders. In the future we may terminate a global security or
issue debt securities initially in non-global form. In these cases, you may
choose to hold your debt securities in your own name or in "street name." Debt
securities held in street name would be registered in the name of a bank,
broker or other financial institution that you choose, and you would hold only
a beneficial interest in those debt securities through an account you maintain
at that institution.
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For debt securities held in street name, we will recognize only the
intermediary banks, brokers and other financial institutions in whose names the
debt securities are registered as the holders of those debt securities, and we
will make all payments on those debt securities to them. These institutions
pass along the payments they receive to their customers who are the beneficial
owners, but only because they agree to do so in their customer agreements or
because they are legally required to do so. If you hold debt securities in
street name you will be an indirect holder, and not a holder, of those debt
securities.
Legal Holders. Our obligations, as well as the obligations of the trustee and
those of any third parties employed by us or the trustee, run only to the legal
holders of the debt securities. We do not have obligations to you if you hold
beneficial interests in global securities, in street name or by any other
indirect means. This will be the case whether you choose to be an indirect
holder of a debt security or have no choice because we are issuing the debt
securities only in global form.
For example, once we make a payment or give a notice to the holder, we have
no further responsibility for the payment or notice even if that holder is
required, under agreements with depository participants or customers or by law,
to pass it along to the indirect holders but does not do so. Similarly, if we
want to obtain the approval of the holders for any purpose (for example, to
amend the indenture or to relieve us of the consequences of a default or of our
obligation to comply with a particular provision of the indenture) we would
seek the approval only from the holders, and not the indirect holders, of the
debt securities. Whether and how the holders contact the indirect holders is up
to the holders.
When we refer to you, we mean those who invest in the debt securities being
offered by this prospectus, whether they are the holders or only indirect
holders of those debt securities. When we refer to your debt securities, we
mean the debt securities in which you hold a direct or indirect interest.
Special Considerations for Indirect Holders. If you hold debt securities
through a bank, broker or other financial institution, either in book-entry
form or in street name, you should check with your own institution to find out:
. how it handles securities payments and notices,
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. whether it imposes fees or charges,
. how it would handle a request for the holders' consent, if ever
required,
. whether and how you can instruct it to send you debt securities
registered in your own name so you can be a holder, if that is permitted
in the future,
. how it would exercise rights under the debt securities if there were a
default or other event triggering the need for holders to act to protect
their interests, and
. if the debt securities are in book-entry form, how the depository's
rules and procedures will affect these matters.
Global Securities
What is a Global Security? We will issue each debt security under the
indenture in book-entry form only, unless we specify otherwise in the
applicable prospectus supplement. A global security represents one or any other
number of individual debt securities. Generally, all debt securities
represented by the same global securities will have the same terms. We may,
however, issue a global security that represents multiple debt securities that
have different terms and are issued at different times. We call this kind of
global security a master global security.
Each debt security issued in book-entry form will be represented by a global
security that we deposit with and register in the name of a financial
institution or its nominee that we select. The financial institution that we
select for this purpose is called the depository. Unless we specify otherwise
in the applicable prospectus supplement, The Depository Trust Company, New
York, New York, known as DTC, will be the depository for all debt securities
issued in book-entry form.
A global security may not be transferred to or registered in the name of
anyone other than the depository or its nominee, unless special termination
situations arise. We describe those situations below under "Special Situations
When a Global Security Will Be Terminated." As a result of these arrangements,
the depository, or its nominee, will be the sole registered owner and holder of
all debt securities represented by a global security, and investors will be
permitted to own only beneficial
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interests in a global security. Beneficial interests must be held by means of
an account with a broker, bank or other financial institution that in turn has
an account with the depository or with another institution that does. Thus, if
your security is represented by a global security, you will not be a holder of
the debt security, but only an indirect holder of a beneficial interest in the
global security.
Special Considerations for Global Securities. As an indirect holder, your
rights relating to a global security will be governed by the account rules of
your financial institution and of the depository, as well as general laws
relating to securities transfers. We do not recognize an indirect holder as a
holder of debt securities and instead deal only with the depository that holds
the global security.
If we issue debt securities only in the form of a global security, you should
be aware of the following:
. you cannot cause the debt securities to be registered in your name, and
cannot obtain non-global certificates for your interest in the debt
securities, except in the special situations that we describe below,
. you will be an indirect holder and must look to your own bank or broker
for payments on the debt securities and protection of your legal rights
relating to the debt securities, as we describe under "Holders of Debt
Securities" above,
. you may not be able to sell interests in the debt securities to some
insurance companies and to other institutions that are required by law
to own their securities in non-book-entry form,
. you may not be able to pledge your interest in a global security in
circumstances where certificates representing the debt securities must
be delivered to the lender or other beneficiary of the pledge in order
for the pledge to be effective,
. the depository's policies, which may change from time to time, will
govern payments, transfers, exchanges and other matters relating to your
interest in a global security. We and the trustee have no responsibility
for any aspect of the depository's actions or for its records of
ownership interests in a global security. We and the trustee also do not
supervise the depository in any way,
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. DTC requires that those who purchase and sell interests in a global
security within its book-entry system use immediately available funds
and your broker or bank may require you to do so as well, and
. financial institutions that participate in the depository's book-entry
system, and through which you hold your interest in a global security,
may also have their own policies affecting payments, notices and other
matters relating to the debt security. Your chain of ownership may
contain more than one financial intermediary. We do not monitor and are
not responsible for the actions of any of those intermediaries.
Special Situations When a Global Security Will Be Terminated. In a few
special situations described below, a global security will be terminated and
interests in it will be exchanged for certificates in non-global form
representing the debt securities it represented. After that exchange, the
choice of whether to hold the debt securities directly or in street name will
be up to you. You must consult your own bank or broker to find out how to have
your interests in a global security transferred on termination to your own
name, so that you will be a holder. We have described the rights of holders and
street name investors above under "Holders of Debt Securities."
The special situations for termination of a global security are as follows:
. if the depository notifies us that it is unwilling, unable or no longer
qualified to continue as depository for that global security and we do
not appoint another institution to act as depository within 60 days,
. if we notify the trustee that we wish to terminate that global security,
or
. if an event of default has occurred with regard to debt securities
represented by that global security and has not been cured or waived; we
discuss defaults later under "Events of Default."
If a global security is terminated, only the depository, and not we or the
trustee, is responsible for deciding the names of the institutions in whose
names the debt securities represented by the global security will be registered
and, therefore, who will be the holders of those debt securities.
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Covenants
Limitations on Liens. We will covenant in the indenture that we will not, and
will not permit any of our Restricted Subsidiaries to, create, incur, issue or
assume any Indebtedness secured by any Lien on any Principal Property, or on
shares of stock or Indebtedness of any Restricted Subsidiary, known as
Restricted Securities, without making effective provision for the outstanding
debt securities, other than any outstanding debt securities not entitled to
this covenant, to be secured by the Lien equally and ratably with, or prior to,
the Indebtedness and obligations secured or to be secured thereby for so long
as the Indebtedness or obligations are so secured, except that the foregoing
restriction will not apply to:
. any Lien existing on the date of the first issuance of debt securities
under the indenture, including the Liens on property or after-acquired
property of ours or our Subsidiaries under the Greeley Indenture or the
United Cities Indenture, or such other date as may be specified in a
prospectus supplement for an applicable series of debt securities,
. any Lien on any Principal Property or Restricted Securities of any
person existing at the time that person is merged or consolidated with
or into us or a Restricted Subsidiary, or this person becomes a
Restricted Subsidiary, or arising thereafter otherwise than in
connection with the borrowing of money arranged thereafter and pursuant
to contractual commitments entered into prior to and not in
contemplation of the person's becoming a Restricted Subsidiary,
. any Lien on any Principal Property existing at the time we or a
Restricted Subsidiary acquire the Principal Property, whether or not the
Lien is assumed by us or the Restricted Subsidiary, provided that this
Lien may not extend to any other Principal Property of ours or any
Restricted Subsidiary,
. any Lien on any Principal Property, including any improvements on an
existing Principal Property, of ours or any Restricted Subsidiary, and
any Lien on the shares of stock of a Restricted Subsidiary that was
formed or is held for the purpose of acquiring and holding the Principal
Property, in each case to secure all or any part of the cost of
acquisition, development, operation, construction, alteration, repair or
improvement of all or any part of the Principal Property, or to secure
Indebtedness incurred by us or a Restricted Subsidiary
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for the purpose of financing all or any part of that cost, provided that
the Lien is created prior to, at the time of, or within 12 months after
the latest of, the acquisition, completion of construction or
improvement or commencement of commercial operation of that Principal
Property and, provided further, that the Lien may not extend to any
other Principal Property of ours or any Restricted Subsidiary, other
than any currently unimproved real property on which the Principal
Property has been constructed or developed or the improvement is
located,
. any Lien on any Principal Property or Restricted Securities to secure
Indebtedness owed to us or to a Restricted Subsidiary,
. any Lien in favor of a governmental body to secure advances or other
payments under any contract or statute or to secure Indebtedness
incurred to finance the purchase price or cost of constructing or
improving the property subject to the Lien,
. any Lien created in connection with a project financed with, and created
to secure, Non-Recourse Indebtedness,
. any Lien required to be placed on any of our property or any of the
property of our Subsidiaries under the provisions of the Greeley
Indenture, the United Cities Indenture or the Note Purchase Agreements,
. any extension, renewal, substitution or replacement, or successive
extensions, renewals, substitutions or replacements, in whole or in
part, of any Lien referred to in any of the bullet points above,
provided that the Indebtedness secured may not exceed the principal
amount of Indebtedness that is secured at the time of the renewal or
refunding, and that the renewal or refunding Lien must be limited to all
or any part of the same property and improvements, shares of stock or
Indebtedness that secured the Lien that was renewed or refunded, or
. any Lien not permitted above securing Indebtedness that, together with
the aggregate outstanding principal amount of other secured Indebtedness
that would otherwise be subject to the above restrictions, excluding
Indebtedness secured by Liens permitted under the above exceptions, and
the Attributable Debt in respect of all Sale and Leaseback
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Transactions, not including Attributable Debt in respect of any Sale and
Leaseback Transactions described in the last two bullet points in the
next succeeding paragraph, would not then exceed 15% of our Consolidated
Net Tangible Assets.
Limitation on Sale and Leaseback Transactions. We will covenant in the
indenture that we will not, and will not permit any Restricted Subsidiary to,
enter into any Sale and Leaseback Transaction unless
. we or a Restricted Subsidiary would be entitled, without securing the
Outstanding Securities, to incur Indebtedness secured by a Lien on the
Principal Property that is the subject of the Sale and Leaseback
Transaction,
. the Attributable Debt associated with the Sale and Leaseback Transaction
would be in an amount permitted under the last bullet point of the
preceding paragraph,
. the proceeds received in respect of the Principal Property so sold and
leased back at the time of entering into the Sale and Leaseback
Transaction are used for our business and operations or the business and
operations of any Subsidiary, or
. within 12 months after the sale or transfer, an amount equal to the
proceeds received in respect of the Principal Property sold and leased
back at the time of entering into the Sale and Leaseback Transaction is
applied to the prepayment, other than mandatory prepayment, of any
Outstanding Securities or any Funded Indebtedness owed by us or a
Restricted Subsidiary, other than Funded Indebtedness that is held by us
or any Restricted Subsidiary or our Funded Indebtedness that is
subordinate in right of payment to any Outstanding Securities.
Definitions. Following are definitions of some of the terms used in the
covenants described above.
"Attributable Debt" means, as to any lease under which a person is at the
time liable for rent, at a date that liability is to be determined, the total
net amount of rent required to be paid by that person under the lease during
the remaining term, excluding amounts required to be paid on account of
maintenance and repairs, services, insurance, taxes, assessments, water rates
and similar charges
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and contingent rents, discounted from the respective due dates thereof at the
weighted average of the rates of interest, or Yield to Maturity, in the case of
Original Issue Discount Securities, borne by the then Outstanding Securities,
compounded annually.
"Capital Stock" means any and all shares, interests, rights to purchase,
warrants, options, participations or other equivalents of or interests, however
designated, in stock issued by a corporation.
"Consolidated Net Tangible Assets" means the aggregate amount of assets, less
applicable reserves and other properly deductible items, after deducting
. all current liabilities, excluding any portion thereof constituting
Funded Indebtedness, and
. all goodwill, trade names, trademarks, patents, unamortized debt
discount and expense and other like intangibles,
all as set forth on our most recent consolidated balance sheet contained in our
latest quarterly or annual report filed with the SEC under the Securities
Exchange Act of 1934 and computed in accordance with generally accepted
accounting principles.
"Funded Indebtedness" means, as applied to any person, all Indebtedness of
the person maturing after, or renewable or extendible at the option of the
person beyond, 12 months from the date of determination.
"Greeley Indenture" means the Indenture of Mortgage and Deed of Trust, dated
as of March 1, 1957, from Greeley Gas Company to U.S. Bank National
Association, formerly The Central Bank and Trust Company, as Trustee, as
amended and supplemented through December 1, 1993, the Indenture of Mortgage
and Deed of Trust through the Tenth Supplemental Indenture by Atmos to U.S.
Bank National Association, formerly The Central Bank and Trust Company, as
Trustee, as amended, supplemented or otherwise modified from time to time.
"Indebtedness" means obligations for money borrowed, evidenced by notes,
bonds, debentures or other similar evidences of indebtedness.
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"Lien" means any lien, mortgage, pledge, encumbrance, charge or security
interest securing Indebtedness; provided, however, that the following types of
transactions will not be considered, for purposes of this definition, to result
in a Lien:
. any acquisition by us or any Restricted Subsidiary of any property or
assets subject to any reservation or exception under the terms of which
any vendor, lessor or assignor creates, reserves or excepts or has
created, reserved or excepted an interest in oil, gas or any other
mineral in place or the proceeds of that interest,
. any conveyance or assignment whereby we or any Restricted Subsidiary
conveys or assigns to any person or persons an interest in oil, gas or
any other mineral in place or the proceeds of that interest,
. any Lien upon any property or assets either owned or leased by us or a
Restricted Subsidiary or in which we or any Restricted Subsidiary owns
an interest that secures for the benefit of the person or persons paying
the expenses of developing or conducting operations for the recovery,
storage, transportation or sale of the mineral resources of the property
or assets, or property or assets with which it is unitized, the payment
to the person or persons of our proportionate part or the Restricted
Subsidiary's proportionate part of the development or operating
expenses,
. any hedging arrangements entered into in the ordinary course of
business, including any obligation to deliver any mineral, commodity or
asset, or
. any guarantees that we make for the repayment of Indebtedness of any
Subsidiary or guarantees by any Subsidiary of the repayment of
Indebtedness of any entity, including Indebtedness of Woodward
Marketing, L.L.C.
"Non-Recourse Indebtedness" means, at any time, Indebtedness incurred after
the date of the indenture by us or a Restricted Subsidiary in connection with
the acquisition of property or assets by us or a Restricted Subsidiary or the
financing of the construction of or improvements on property, whenever
acquired, provided that, under the terms of this Indebtedness and under
applicable law, the recourse at the time and thereafter of the lenders with
respect to this Indebtedness is limited to the property or assets so acquired,
or the construction or improvements, including Indebtedness as to
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which a performance or completion guarantee or similar undertaking was
initially applicable to the Indebtedness or the related property or assets if
the guarantee or similar undertaking has been satisfied and is no longer in
effect. Indebtedness which is otherwise Non-Recourse Indebtedness will not lose
its character as Non-Recourse Indebtedness because there is recourse to the
borrower, any guarantor or any other person for (a) environmental
representations, warranties or indemnities, or (b) indemnities for and
liabilities arising from fraud, misrepresentation, misapplication or non-
payment of rents, profits, insurance and condemnation proceeds and other sums
actually received from secured assets to be paid to the lender, waste and
mechanics' liens or similar matters.
"Note Purchase Agreements" refers to the following note purchase agreements,
as amended, supplemented or otherwise modified from time to time, between us
and the following parties:
. John Hancock Mutual Life Insurance Company, dated December 21, 1987,
. Mellon Bank, N.A., Trustee under Master Trust Agreement of AT&T
Corporation, dated January 1, 1984, for Employee Pension Plans--AT&T--
John Hancock--Private Placement, dated December 21, 1987, which
agreement is identical to the Hancock agreement listed above except for
the parties and the amounts,
. John Hancock Mutual Life Insurance Company, dated October 11, 1989,
. The Variable Annuity Life Insurance Company, dated August 29, 1991,
. The Variable Annuity Life Insurance Company, dated August 31, 1992, and
. New York Life Insurance Company, New York Life Insurance and Annuity
Corporation, The Variable Annuity Life Insurance Company, American
General Life Insurance Company and Merit Life Insurance Company, dated
November 14, 1994.
"Principal Property" means any natural gas distribution property or propane
property located in the United States, except any property that in the opinion
of our board of directors is not of material importance to the total business
conducted by us and of our consolidated Subsidiaries.
"Restricted Subsidiary" means any Subsidiary the amount of Consolidated Net
Tangible Assets of which constitutes more than 5% of the aggregate amount of
Consolidated Net Tangible Assets of us and our Subsidiaries.
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"Sale and Leaseback Transaction" means any arrangement with any person in
which we or any Restricted Subsidiary leases any Principal Property that has
been or is to be sold or transferred by us or the Restricted Subsidiary to that
person, other than
. a lease for a term, including renewals at the option of the lessee, of
not more than three years or classified as an operating lease under
generally accepted accounting principles,
. leases between us and a Restricted Subsidiary or between Restricted
Subsidiaries, and
. leases of a Principal Property executed by the time of, or within 12
months after the latest of, the acquisition, the completion of
construction or improvement, or the commencement of commercial
operation, of the Principal Property.
"Subsidiary" of ours means
. a corporation, a majority of whose Capital Stock with rights, under
ordinary circumstances, to elect directors is owned, directly or
indirectly, at the date of determination, by us, by one or more of our
Subsidiaries or by us and one or more of our Subsidiaries, or
. any other person, other than a corporation, in which at the date of
determination we, one or more of our Subsidiaries or we and one or more
of our Subsidiaries, directly or indirectly, have at least a majority
ownership and power to direct the policies, management and affairs of
that person.
"United Cities Indenture" means the Indenture of Mortgage, dated as of July
15, 1959, from United Cities Gas Company to U.S. Bank Trust National
Association, formerly First Trust of Illinois, National Association, and M.J.
Kruger, as Trustees, as amended, supplemented or otherwise modified from time
to time, the Indenture of Mortgage through the Twenty-Second Supplemental
Indenture by us to U.S. Bank Trust National Association, formerly First Trust
National Association, and Russell C. Bergman, as Trustees, as amended,
supplemented, or otherwise modified from time to time.
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Consolidation, Merger or Sale of Assets
Under the terms of the indenture, we are generally permitted to consolidate
with or merge into another entity. We are also permitted to sell or transfer
our assets substantially as an entirety to another entity. However, we may not
take any of these actions unless all of the following conditions are met:
. the resulting entity must agree to be legally responsible for all our
obligations under the debt securities and the indenture,
. the transaction must not cause a default or an Event of Default,
. the resulting entity must be organized under the laws of the United
States or one of the states or the District of Columbia, and
. we must deliver an officers' certificate and legal opinion to the
trustee with respect to the transaction.
In the event that we engage in one of these transactions and comply with the
conditions listed above, we would be discharged from all our obligations and
covenants under the indenture and all obligations under the Outstanding
Securities, with the successor corporation or person succeeding to our
obligations and covenants.
In the event that we engage in one of these transactions, the indenture
provides that, if any Principal Property or Restricted Securities would
thereupon become subject to any Lien, the debt securities, other than any debt
securities not entitled to the benefit of specified covenants, must be secured,
as to such Principal Property or Restricted Securities, equally and ratably
with, or prior to, the indebtedness or obligations that upon the occurrence of
such transaction would become secured by the Lien, unless the Lien could be
created under the indenture without equally and ratably securing the debt
securities.
Modification or Waiver
There are two types of changes that we can make to the indenture and the debt
securities.
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Changes Requiring Majority Approval. First, there are changes that we cannot
make to the indenture or the debt securities under the indenture without the
specific written approval of the holders of not less than a majority in
principal amount of all outstanding debt securities of each series affected by
the change. We cannot:
. change the stated maturity of the principal of, any premium on, or the
interest on a debt security,
. change any of our obligations to pay Additional Amounts,
. reduce the amount payable upon acceleration of maturity following the
default of an Indexed Indenture security or an Original Issue Discount
Security,
. adversely affect any right of repayment at your option,
. change the place of payment of a debt security,
. impair your right to sue for payment,
. adversely affect any right to convert or exchange a debt security,
. reduce the percentage of holders of debt securities whose consent is
needed to modify or amend the indenture,
. reduce the percentage of holders of debt securities whose consent is
needed to waive compliance with any provisions of the indenture or to
waive any defaults, and
. modify any of the provisions of the indenture dealing with modification
and waiver in any other respect, except to increase any percentage of
consents required to amend the indenture or for any waiver or to add to
the provisions that cannot be modified without the approval of each
affected holder.
The same majority approval would be required for us to obtain a waiver of any
of our covenants in the indenture.
Changes Not Requiring Approval. The second type of change does not require
any vote by the holders of the debt securities. This type is limited to
clarifications and certain other changes that would not adversely affect
holders of the outstanding debt securities in any material respect. Nor do
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we need any approval to make any change that affects only debt securities to be
issued under the indenture after the changes take effect.
Further Details Concerning Voting. When taking a vote, we will use the
following rules to decide how much principal amount to attribute to a debt
security:
. for Original Issue Discount Securities, we will use the principal amount
that would be due and payable on the voting date if the maturity of the
debt securities were accelerated to that date because of a default, and
. for debt securities whose principal amount is not known (for example,
because it is based on an index) we will use a special rule for that
debt security described in the prospectus supplement.
Debt securities will not be considered outstanding, and therefore not
eligible to vote, if we have deposited or set aside in trust money for their
payment or redemption. Debt securities will also not be eligible to vote if
they have been fully defeased as described later under "Defeasance and Covenant
Defeasance."
Book-entry and other indirect holders should consult their banks or brokers
for information on how approval may be granted or denied if we seek to change
the indenture or the debt securities or request a waiver.
Events of Default
You will have special rights if an Event of Default occurs as to the debt
securities of your series that is not cured, as described later in this
subsection. Please refer to the prospectus supplement for information about any
changes to the Events of Default or our covenants, including any addition of a
covenant or other provision providing event risk or similar protection.
What is an Event of Default? The term "Event of Default" as to the debt
securities of your series means any of the following:
. we do not pay interest on a debt security of the series within 30 days
of its due date,
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. we do not pay the principal of or any premium, if any, on a debt
security of the series on its due date,
. we do not deposit any sinking fund payment when and as due by the terms
of any debt securities requiring such payment,
. we remain in breach of a covenant or agreement in the indenture, other
than a covenant or agreement for the benefit of less than all of the
holders of the debt securities, for 60 days after we receive written
notice stating that we are in breach from the trustee or the holders of
at least 25% of the principal amount of the debt securities of the
series,
. we or a Restricted Subsidiary of ours is in default under any matured or
accelerated agreement or instrument under which we have outstanding
Indebtedness for borrowed money or guarantees, which individually are in
excess of $25,000,000, and we have not cured any acceleration within 15
days after we receive notice of this default from the trustee or the
holders of at least 25% of the principal amount of the debt securities
of the series, unless prior to the entry of judgment for the trustee, we
or the Restricted Subsidiary remedy the default or the default is waived
by the holders of the indebtedness,
. we file for bankruptcy or other events of bankruptcy, insolvency or
reorganization occur, or
. any other Event of Default provided for the benefit of debt securities
of the series.
An Event of Default for a particular series of debt securities will not
necessarily constitute an Event of Default for any other series of debt
securities issued under the indenture.
The trustee may withhold notice to the holders of debt securities of a
particular series of any default if it considers its withholding of notice to
be in the interest of the holders of that series, except that the trustee may
not withhold notice of a default in the payment of the principal of, any
premium on, or the interest on the debt securities.
Remedies if an Event of Default Occurs. If an event of default has occurred
and is continuing, the trustee or the holders of 25% in principal amount of the
debt securities of the affected series may declare the entire principal amount
of all the debt securities of that series to be due and immediately payable by
notifying us, and the trustee, if the holders give notice, in writing. This is
called a declaration of acceleration of maturity.
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If the maturity of any series of debt securities is accelerated and a
judgment for payment has not yet been obtained, the holders of a majority in
principal amount of the debt securities of that series may cancel the
acceleration upon our compliance with certain conditions.
Except in cases of default, where the trustee has some special duties, the
trustee is not required to take any action under the indenture at the request
of any holders unless the holders offer the trustee reasonable protection from
expenses and liability. This is called an indemnity. If reasonable indemnity is
provided, the holders of a majority in principal amount of the outstanding debt
securities of the relevant series may direct the time, method and place of
conducting any lawsuit or other formal legal action seeking any remedy
available to the trustee. The trustee may refuse to follow those directions in
certain circumstances. No delay or omission in exercising any right or remedy
will be treated as a waiver of that right, remedy or Event of Default.
Before you are allowed to bypass the trustee and bring your own lawsuit or
other formal legal action or take other steps to enforce your rights or protect
your interest relating to the debt securities, the following must occur:
. you must give the trustee written notice that an Event of Default has
occurred and remains uncured,
. the holders of 25% in principal amount of all outstanding debt
securities of the relevant series must make a written request that the
trustee take action because of the default and must offer reasonable
indemnity to the trustee against the cost and other liabilities of
taking that action,
. the trustee must not have instituted a proceeding for 60 days after
receipt of the above notice and offer of indemnity, and
. the holders of a majority in principal amount of the debt securities
must not have given the trustee a direction inconsistent with the above
notice during the 60-day period.
However, you are entitled at any time to bring a lawsuit for the payment of
money due on your debt securities on or after the due date without complying
with the foregoing.
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Holders of a majority in principal amount of the debt securities of the
affected series may waive any past defaults other than the following:
. the payment of principal, any premium, interest or Additional Amounts on
any debt security or related coupon, or
. in respect of a covenant that under the indenture cannot be modified or
amended without the consent of each holder.
Each year, we will furnish the trustee with a written statement of two of our
officers certifying that, to their knowledge, we are in compliance with the
indenture and the debt securities, or else specifying any default.
Book-entry and other indirect holders should consult their banks or brokers
for information on how to give notice or direction to or make a request of the
trustee and how to declare or cancel an acceleration.
Defeasance and Covenant Defeasance
Unless we provide otherwise in the applicable prospectus supplement, the
provisions for full defeasance and covenant defeasance described below apply to
each series of debt securities. In general, we expect these provisions to apply
to each debt security that is not a floating rate or indexed debt security.
Full Defeasance. If there is a change in U.S. federal tax law, as described
below, we can legally release ourselves from all payment and other obligations
on the debt securities, called "full defeasance," if we put in place the
following arrangements for you to be repaid:
. we must deposit in trust for the benefit of all holders of the debt
securities a combination of money and obligations issued or guaranteed
by the U.S. government that will generate enough cash to make interest,
principal and any other payments on the debt securities on their various
due dates, and
. we must deliver to the trustee a legal opinion confirming that there has
been a change in current federal tax law or an IRS ruling that lets us
make the above deposit without causing
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you to be taxed on the debt securities any differently than if we did
not make the deposit and just repaid the debt securities ourselves at
maturity. Under current federal tax law, the deposit and our legal
release from the debt securities would be treated as though we paid you
your share of the cash and notes or bonds at the time the cash and notes
or bonds are deposited in trust in exchange for your debt securities,
and you would recognize gain or loss on the debt securities at the time
of the deposit.
If we ever did accomplish defeasance, as described above, you would have to
rely solely on the trust deposit for repayment of the debt securities. You
could not look to us for repayment in the event of any shortfall. Conversely,
the trust deposit would most likely be protected from claims of our lenders
and other creditors if we ever become bankrupt or insolvent. If we accomplish
a defeasance, we would retain only the obligations to register the transfer or
exchange of the debt securities, to maintain an office or agency in respect of
the debt securities and to hold moneys for payment in trust.
Covenant Defeasance. Under current federal tax law, we can make the same
type of deposit described above and be released from the restrictive covenants
in the indenture discussed above and specified in a prospectus supplement.
This is called "covenant defeasance". In that event, you would lose the
protection of those covenants but would gain the protection of having money
and obligations issued or guaranteed by the U.S. government set aside in trust
to repay the debt securities. In order to achieve covenant defeasance, we must
do the following:
. deposit in trust for your benefit and the benefit of all other direct
holders of the debt securities a combination of money and obligations
issued or guaranteed by the U.S. government that will generate enough
cash to make interest, principal and any other payments on the debt
securities on their various due date, and
. deliver to the trustee a legal opinion of our counsel confirming that,
under current federal income tax law, we may make the above deposit
without causing you to be taxed on the debt securities any differently
than if we did not make the deposit and just repaid the debt securities
ourselves at maturity.
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If we accomplish covenant defeasance, you can still look to us for repayment
of the debt securities if there were a shortfall in the trust deposit or the
trustee is prevented from making payment. In fact, if one of the remaining
Events of Default occurred, such as our bankruptcy, and the debt securities
became immediately due and payable, there may be a shortfall. Depending on the
event causing the default, you may not be able to obtain payment of the
shortfall.
Debt Securities Issued in Non-Global Form
If the debt securities cease to be issued in global form, they will be
issued:
. only in fully registered form,
. without interest coupons, and
. unless we indicate otherwise in the prospectus supplement, in
denominations of $1,000 and amounts that are multiples of $1,000.
Holders may exchange their debt securities that are not in global form for
debt securities of smaller denominations or combined into fewer debt securities
of larger denominations, as long as the total principal amount is not changed.
Holders may exchange or transfer their debt securities at the office of the
trustee. We will appoint the trustee to act as our agent for registering debt
securities in the names of holders transferring debt securities. We may appoint
another entity to perform these functions or perform them ourselves.
Holders will not be required to pay a service charge to transfer or exchange
their debt securities, but they may be required to pay for any tax or other
governmental charge associated with the transfer or exchange. The transfer or
exchange will be made only if our transfer agent is satisfied with the holder's
proof of legal ownership.
If we have designated additional transfer agents for your debt security, they
will be named in your prospectus supplement. We may appoint additional transfer
agents or cancel the appointment of any particular transfer agent. We may also
approve a change in the office through which any transfer agent acts.
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If any debt securities are redeemable and we redeem less than all those debt
securities, we may stop the transfer or exchange of those debt securities
during the period beginning 15 days before the day we mail the notice of
redemption and ending on the day of that mailing, in order to freeze the list
of holders to prepare the mailing. We may also refuse to register transfers or
exchanges of any debt securities selected for redemption, except that we will
continue to permit transfers and exchanges of the unredeemed portion of any
debt security that will be partially redeemed.
If a debt security is issued as a global security, only the depository will
be entitled to transfer and exchange the debt security as described in this
subsection, since it will be the sole holder of the debt security.
Payment Mechanics
Who Receives Payment? If interest is due on a debt security on an interest
payment date, we will pay the interest to the person or entity in whose name
the debt security is registered at the close of business on the regular record
date, discussed below, relating to the interest payment date. If interest is
due at maturity but on a day that is not an interest payment date, we will pay
the interest to the person or entity entitled to receive the principal of the
debt security. If principal or another amount besides interest is due on a debt
security at maturity, we will pay the amount to the holder of the debt security
against surrender of the debt security at a proper place of payment, or, in the
case of a global security, in accordance with the applicable policies of the
depository.
Payments on Global Securities. We will make payments on a global security in
accordance with the applicable policies of the depository as in effect from
time to time. Under those policies, we will pay directly to the depository, or
its nominee, and not to any indirect holders who own beneficial interests in
the global security. An indirect holder's right to those payments will be
governed by the rules and practices of the depository and its participants, as
described under "What Is a Global Security?".
Payments on Non-Global Securities. For a debt security in non-global form, we
will pay interest that is due on an interest payment date by check mailed on
the interest payment date to the holder at his or her address shown on the
trustee's records as of the close of business on the regular
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record date. We will make all other payments by check, at the paying agent
described below, against surrender of the debt security. We will make all
payments by check in next-day funds; for example, funds that become available
on the day after the check is cashed.
Alternatively, if a non-global security has a face amount of at least
$1,000,000 and the holder asks us to do so, we will pay any amount that becomes
due on the debt security by wire transfer of immediately available funds to an
account at a bank in New York City on the due date. To request wire payment,
the holder must give the paying agent appropriate transfer instructions at
least five business days before the requested wire payment is due. In the case
of any interest payment due on an interest payment date, the instructions must
be given by the person who is the holder on the relevant regular record date.
In the case of any other payment, we will make payment only after the debt
security is surrendered to the paying agent. Any wire instructions, once
properly given, will remain in effect unless and until new instructions are
given in the manner described above.
Regular Record Dates. We will pay interest to the holders listed in the
trustee's records as the owners of the debt securities at the close of business
on a particular day in advance of each interest payment date. We will pay
interest to these holders if they are listed as the owner even if they no
longer own the debt security on the interest payment date. That particular day,
usually about two weeks in advance of the interest payment date, is called the
"regular record date" and will be identified in the prospectus supplement.
Payment When Offices Are Closed. If any payment is due on a debt security on
a day that is not a business day, we will make the payment on the next day that
is a business day. Payments postponed to the next business day in this
situation will be treated under the indenture as if they were made on the
original due date. A postponement of this kind will not result in a default
under any debt security or the indenture, and no interest will accrue on the
postponed amount from the original due date to the next day that is a business
day.
Paying Agents. We may appoint one or more financial institutions to act as
our paying agents, at whose designated offices debt securities in non-global
form may be surrendered for payment at their maturity. We call each of those
offices a paying agent. We may add, replace or terminate paying agents from
time to time. We may also choose to act as our own paying agent. Initially, we
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have appointed the trustee, at its corporate trust office in New York City, as
the paying agent. We must notify you of changes in the paying agents.
Book-entry and other indirect holders should consult their banks or brokers
for information on how they will receive payments on their debt securities.
The Trustee Under the Indenture
We anticipate that SunTrust Bank will be trustee under the indenture.
SunTrust is among the banks with which we maintain ordinary banking
relationships.
The trustee may resign or be removed with respect to one or more series of
indenture securities and a successor trustee may be appointed to act with
respect to these series.
DESCRIPTION OF COMMON STOCK
Our authorized capital stock consists of 100,000,000 shares of common stock,
of which 31,999,121 shares were outstanding on November 2, 2000. Each of our
shares of common stock is entitled to one vote on all matters voted upon by
shareholders. Our shareholders do not have cumulative voting rights. Our issued
and outstanding shares of common stock are fully paid and nonassessable. There
are no redemption or sinking fund provisions applicable to the shares of our
common stock, and such shares are not entitled to any preemptive rights. Since
we are incorporated in both Texas and Virginia, we must comply with the laws of
both states when issuing shares of our common stock.
Holders of our shares of common stock are entitled to receive such dividends
as may be declared from time to time by our board of directors from our assets
legally available for the payment of dividends and, upon our liquidation, a pro
rata share of all of our assets available for distribution to our shareholders.
Under the provisions of some of our debt agreements, we have agreed to
restrictions on the payment of cash dividends. Under these restrictions, our
cumulative cash dividends paid after December 31, 1988 may not exceed the sum
of our and our Subsidiaries' accumulated consolidated
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<PAGE>
net income for periods after December 31, 1988, plus $15,038,000. As of August
31, 2000, $57,900,000 was available for the declaration of dividends.
The registrar and transfer agent for our common stock is Fleet National Bank,
formerly known as BankBoston, N.A.
Some provisions of our restated articles of incorporation and bylaws may be
deemed to have an "anti-takeover" effect. The following summary description of
these provisions is necessarily general, and we refer you to our restated
articles of incorporation and bylaws for more information since their terms
affect your rights as a shareholder.
Classification of the Board. Our board of directors is divided into three
classes, each of which consists, as nearly as may be possible, of one-third of
the total number of directors constituting the entire board. There are
currently 12 directors serving on the board. Each class of directors serves a
three-year term. At each annual meeting of our shareholders, successors to the
class of directors whose term expires at the annual meeting are elected for
three-year terms. Our restated articles of incorporation prohibit cumulative
voting. In general, in the absence of cumulative voting, one or more persons
who hold a majority of our outstanding shares can elect all of the directors
who are subject to election at any meeting of shareholders.
The classification of directors could have the effect of making it more
difficult for shareholders, including those holding a majority of the
outstanding shares, to force an immediate change in the composition of our
board. Two shareholder meetings, instead of one, generally will be required to
effect a change in the control of our board. Our board believes that the longer
time required to elect a majority of a classified board will help to ensure the
continuity and stability of our management and policies since a majority of the
directors at any given time will have had prior experience as our directors.
Removal of Directors. Our restated articles of incorporation and bylaws also
provide that our directors may be removed only for cause and upon the
affirmative vote of the holders of at least 75% of the shares then entitled to
vote at an election of directors.
Fair Price Provisions. Article VII of our restated articles of incorporation
provides certain "Fair Price Provisions" for our shareholders. Under Article
VII, a merger, consolidation, sale of
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assets, share exchange, recapitalization or other similar transaction, between
us or a company controlled by or under common control with us and any
individual, corporation or other entity which owns or controls 10% or more of
our voting capital stock, would be required to satisfy the condition that the
aggregate consideration per share to be received in the transaction for each
class of our voting capital stock be at least equal to the highest per share
price, or equivalent price for any different classes or series of stock, paid
by the 10% shareholder in acquiring any of its holdings of our stock. If a
proposed transaction with a 10% shareholder does not meet this condition, then
the transaction must be approved by the holders of at least 75% of the
outstanding shares of voting capital stock held by our shareholders other than
the 10% shareholder unless a majority of the directors who were members of our
board immediately prior to the time the 10% shareholder involved in the
proposed transaction became a 10% shareholder have either:
. expressly approved in advance the acquisition of the outstanding shares
of our voting capital stock that caused the 10% shareholder to become a
10% shareholder, or
. approved the transaction either in advance of or subsequent to the 10%
shareholder becoming a 10% shareholder.
The provisions of Article VII may not be amended, altered, changed, or
repealed except by the affirmative vote of at least 75% of the votes entitled
to be cast thereon at a meeting of our shareholders duly called for
consideration of such amendment, alteration, change, or repeal. In addition, if
there is a 10% shareholder, such action must also be approved by the
affirmative vote of at least 75% of the outstanding shares of our voting
capital stock held by the shareholders other than the 10% shareholder.
Shareholder Proposals and Director Nominations. Our shareholders can submit
shareholder proposals and nominate candidates for the board of directors if the
shareholders follow the advance notice procedures described in our bylaws.
Shareholder proposals must be submitted to our corporate secretary at least
60 days, but not more than 85 days, before the annual meeting. The notice must
include a description of the proposal, the shareholder's name and address and
the number of shares held, and all other information which would be required to
be included in a proxy statement filed with the SEC if the shareholder were a
36
<PAGE>
participant in a solicitation subject to the SEC proxy rules. To be included in
our proxy statement for an annual meeting, we must receive the proposal at
least 120 days prior to the anniversary of the date we mailed the proxy
statement for the prior year's annual meeting.
To nominate directors, shareholders must submit a written notice to our
corporate secretary at least 60 days, but not more than 85 days, before a
scheduled meeting. The notice must include the name and address of the
shareholder and of the shareholder's nominee, the number of shares held by the
shareholder, a representation that the shareholder is a holder of record of
common stock entitled to vote at the meeting, and that the shareholder intends
to appear in person or by proxy to nominate the persons specified in the
notice, a description of any arrangements between the shareholder and the
shareholder's nominee, information about the shareholder's nominee required by
the SEC, and the written consent of the shareholder's nominee to serve as a
director.
Shareholder proposals and director nominations that are late or that do not
include all required information may be rejected. This could prevent
shareholders from bringing certain matters before an annual or special meeting
or making nominations for directors.
Shareholder Rights Plan. On November 12, 1997, our board of directors
declared a dividend distribution of one right for each outstanding share of our
common stock to shareholders of record at the close of business on May 10,
1998. Each right entitles the registered holder to purchase from us one share
of our common stock at a purchase price of $80 per share, subject to
adjustment. The description and terms of the rights are set forth in a rights
agreement between us and Fleet National Bank, formerly known as BankBoston,
N.A., as rights agent.
Subject to exceptions specified in the rights agreement, the rights will
separate from our common stock and a distribution date will occur upon the
earlier of:
. ten business days following a public announcement that a person or group
of affiliated or associated persons has acquired, or obtained the right
to acquire, beneficial ownership of 15% or more of the outstanding
shares of our common stock, other than as a result of repurchases of
stock by us or specified inadvertent actions by institutional or other
shareholders,
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. ten business days, or such later date as our board of directors shall
determine, following the commencement of a tender offer or exchange
offer that would result in a person or group having acquired, or
obtained the right to acquire, beneficial ownership of 15% or more of
the outstanding shares of our common stock, or
. ten business days after our board of directors shall declare any person
to be an adverse person within the meaning of the rights plan.
The rights expire at 5:00 P.M., Boston, Massachusetts time on May 10, 2008,
unless extended prior thereto by our board or earlier if redeemed by us.
The rights will not have any voting rights. The exercise price payable and
the number of shares of our common stock or other securities or property
issuable upon exercise of the rights are subject to adjustment from time to
time to prevent dilution. We issue rights when we issue our common stock until
the rights have separated from the common stock. After the rights have
separated from the common stock, we may issue additional rights if the board of
directors deems such issuance to be necessary or appropriate.
The rights have anti-takeover effects and may cause substantial dilution to a
person or entity that attempts to acquire us on terms not approved by our board
of directors except pursuant to an offer conditioned upon a substantial number
of rights being acquired. The rights should not interfere with any merger or
other business combination approved by our board of directors because, prior to
the time that the rights become exercisable or transferable, we can redeem the
rights at $.01 per right.
PLAN OF DISTRIBUTION
We may sell the securities offered by this prospectus and the prospectus
supplement as follows:
. through agents,
. to or through underwriters, or
. directly to other purchasers.
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<PAGE>
We will identify any underwriters or agents and describe their compensation
in a prospectus supplement.
We, directly or through agents, may sell, and the underwriters may resell,
the offered securities in one or more transactions, including negotiated
transactions. These transactions may be:
. at a fixed public offering price or prices, which may be changed,
. at market prices prevailing at the time of sale,
. at prices related to the prevailing market prices, or
. at negotiated prices.
In connection with the sale of offered securities, the underwriters or agents
may receive compensation from us or from purchasers of the offered securities
for whom they may act as agents. The underwriters may sell offered securities
to or through dealers, who may also receive compensation from purchasers of the
offered securities for whom they may act as agents. Compensation may be in the
form of discounts, concessions or commissions. Underwriters, dealers and agents
that participate in the distribution of the offered securities may be
underwriters as defined in the Securities Act, and any discounts or commissions
received by them from us and any profit on the resale of the offered securities
by them may be treated as underwriting discounts and commissions under the
Securities Act of 1933.
We will indemnify the underwriters and agents against certain civil
liabilities, including liabilities under the Securities Act of 1933.
Underwriters, dealers and agents or their affiliates may engage in
transactions with us or perform services for us.
If we indicate in the prospectus supplement relating to a particular series
or issue of offered securities, we will authorize underwriters, dealers or
agents to solicit offers by institutions to purchase the offered securities
from us under delayed delivery contracts providing for payment and delivery at
a future date. These contracts will be subject only to those conditions that we
specify in the prospectus supplement, and we will specify in the prospectus
supplement the commission payable for solicitation of these contracts.
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LEGAL MATTERS
Gibson, Dunn & Crutcher LLP, Dallas, Texas, and Hunton & Williams, Richmond,
Virginia, will opine for us as to the validity of the offered securities.
Shearman & Sterling, New York, New York, will pass upon certain legal matters
related to the offered securities for any underwriters, dealers or agents.
EXPERTS
Ernst & Young LLP, independent auditors, have audited the consolidated
financial statements of Atmos Energy Corporation for the year ended September
30, 1999, incorporated by reference in our Annual Report on Form 10-K for the
year ended September 30, 1999, as set forth in its report dated November 9,
1999. We incorporate by reference such consolidated financial statements in
this prospectus in reliance upon such report given upon the authority of such
firm as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC under the Securities Exchange Act. You may read and
copy this information at the following locations of the SEC:
Judiciary Plaza, Room Seven World Trade Center, Citicorp Center
1024 Suite 1300 500 West Madison
450 Fifth Street, N.W. New York, New York 10048 Street
Street Suite 1400
Washington, D.C. 20549 Chicago, Illinois
60661
You can also obtain copies of this information by mail from the Public
Reference Room of the SEC, 450 Fifth Street, N.W., Room 1024, Washington, D.C.
20549, at prescribed rates. You may obtain information on the operation of the
Public Reference Room by calling the SEC at (800) SEC-0330.
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<PAGE>
The SEC also maintains an Internet world wide web site that contains reports,
proxy statements and other information about issuers, like us, who file
electronically with the SEC. The address of that site is http://www.sec.gov.
Our common stock is listed on the New York Stock Exchange and you can inspect
reports, proxy statements and other information about us at the offices of the
New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.
We have filed with the SEC a registration statement on Form S-3 that
registers the securities we are offering. The registration statement, including
the attached exhibits and schedules, contains additional relevant information
about us and the securities offered. The rules and regulations of the SEC allow
us to omit certain information included in the registration statement from this
prospectus.
The SEC allows us to "incorporate by reference" information into this
prospectus that we have filed with it. This means that we can disclose
important information to you by referring you to another document filed
separately with the SEC. The information incorporated by reference is
considered to be part of this prospectus, except for any information that is
superseded by information that is included directly in this document.
This prospectus incorporates by reference the following documents that we
have previously filed with the SEC and that we have not included or delivered
with this document:
. our Annual Report on Form 10-K for the year ended September 30, 1999,
. our Quarterly Reports on Form 10-Q for the quarters ended December 31,
1999, March 31, 2000, and June 30, 2000, and
. our Current Reports on Form 8-K filed with the SEC on February 22, 2000,
April 18, 2000, May 8, 2000, June 13, 2000, June 22, 2000, and August
17, 2000.
These documents contain important information about us, our common stock and
our financial condition.
We incorporate by reference additional documents that we may file with the
SEC between the date of this prospectus and the date of the closing of each
offering. These documents include periodic
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reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q
and Current Reports on Form 8-K and proxy statements.
You can obtain any of the documents incorporated by reference in this
document from us without charge, excluding any exhibits to those documents
unless the exhibit is specifically incorporated by reference as an exhibit to
this prospectus. You can obtain documents incorporated by reference in this
prospectus by requesting them in writing or by telephone from us at the
following address or telephone number:
Atmos Energy Corporation
1800 Three Lincoln Centre
5430 LBJ Freeway
Dallas, Texas 75240
Attention: Louis P. Gregory
(972) 934-9227
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We have not authorized anyone to give any information or make any
representation about us that is different from, or in addition to, that
contained in this prospectus or in any of the materials that we have
incorporated by reference into this document. Therefore, if anyone does give
you information of this sort, you should not rely on it. If you are in a
jurisdiction where offers to sell, or solicitations of offers to purchase, the
securities offered by this document are unlawful, or if you are a person to
whom it is unlawful to direct these types of activities, then the offer
presented in this document does not extend to you. The information contained in
this document speaks only as of the date of this document, unless the
information specifically indicates that another date applies.
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$500,000,000
ATMOS
ENERGY
CORPORATION
[LOGO]
DEBT SECURITIES
AND
COMMON STOCK
----------------
PROSPECTUS
, 2000
----------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.*
Securities and Exchange Commission registration fee.. $132,000
Blue Sky fees, including counsel fees................ 2,500
Printing expenses.................................... 15,000
Trustee's fees and expenses.......................... 5,000
Rating agency fees................................... 225,000
State filing fees.................................... 18,000
Accounting fees and expenses......................... 30,000
Legal fees and expenses.............................. 50,000
Miscellaneous expenses............................... 20,000
--------
Total........................................... $497,000
========
_________________________
*All fees and expenses will be paid by us. All fees and expenses other than
the SEC filing fees are estimated.
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 our Restated Articles of Incorporation, as amended, and Article IX
of our Amended and Restated 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.
As authorized by Article 2.02-1 of the Texas Business Corporation Act, and
Section 13.1-697 of the Virginia Stock Corporation Act, each of our directors
and officers may be indemnified by us 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 ours if he acted in good faith and in
a manner that he reasonably believed to be in or not opposed to our best
interests, 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 Texas Business
Corporation Act and the Virginia Stock Corporation Act. If the director or
officer is found liable to us, or received improper personal benefit from us,
whether or not involving action in his official capacity, then indemnification
will not be made.
II-1
<PAGE>
Article X of our Restated Articles of Incorporation, as amended, provides
that no director shall be personally liable to us or our shareholders for
monetary damages for any breach of fiduciary duty as a director except for
liability
. for any breach of duty of loyalty to us or our shareholders,
. for an act or omission not in good faith or which involves intentional
. misconduct or a knowing violation of law,
. 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,
. for an act or omission for which the liability of a director is
expressly provided by statute, or
. for an act related to an unlawful stock repurchase or payment of a
dividend.
In addition, Article IX of our Restated Articles of Incorporation, as amended,
and Article IX of our Amended and Restated Bylaws require us 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 ours or serves or served at our request as a director,
officer, partner, venturer, proprietor, trustee, employee, agent or similar
functionary of any other enterprise.
We maintain 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 against losses incurred by them while acting in such
capacities.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling us
pursuant to the foregoing provisions, we have been informed that in the opinion
of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.
Item 16. Exhibits.
Exhibit
Number Exhibits
--------------------------------------------------------------------------------
1.1* Form of Underwriting Agreement
2.1 Purchase and Sale Agreement, made as of April 13, 2000, by and
among Citizens Utilities Company, LGS Natural Gas Company, and
Atmos Energy Corporation
4.1 Form of Debt Securities Indenture between Atmos and SunTrust Bank
4.2* Form of Debt Security
4.3(a) Note Purchase Agreement, dated as of December 21, 1987, by and
between the Company and John Hancock Mutual Life Insurance
Company (Exhibit 10(c) of Form 8-K filed January 7, 1988 (File
No. 0-11249)).
II-2
<PAGE>
Note Purchase Agreement, dated as of December 21, 1987, by and
between the Company and John Hancock Charitable Trust I
(Agreement is identical to Hancock Agreement listed above except
as to the parties thereto).
Note Purchase Agreement dated as of December 21, 1987, by and
between the Company and Mellon Bank, N.A., Trustee under Master
Trust Agreement of AT&T Corporation, dated January 1, 1984, for
Employee Pension Plans --AT&T -- John Hancock -- Private
Placement (Agreement is identical to Hancock Agreement listed
above except as to the parties thereto).
4.3(b) Amendment to Note Purchase Agreement, dated October 11, 1989, by
and between the Company and John Hancock Mutual Life Insurance
Company revising Note Purchase Agreement dated December 21, 1987
(Exhibit 10(b)(ii) of Form 10-K for fiscal year ended September
30, 1989 (File No. 1-10042)).
Amendment to Note Purchase Agreement, dated October 11, 1989, by
and between the Company and John Hancock Charitable Trust I
revising Note Purchase Agreement dated December 21, 1987
(Amendment is identical to Hancock amendment listed above except
as to the parties thereto).
Amendment to Note Purchase Agreement, dated October 11, 1989, by
and between the Company and Mellon Bank, N.A., Trustee under
Master Trust Agreement of AT&T Corporation, dated January 1,
1984, for Employee Pension Plans --AT&T -- John Hancock --
Private Placement revising Note Purchase Agreement dated December
21, 1987 (Amendment is identical to Hancock amendment listed
above except as to the parties thereto).
4.3(c) Amendment to Note Purchase Agreement dated November 12, 1991, by
and between the Company and John Hancock Mutual Life Insurance
Company revising Note Purchase Agreement dated December 21, 1987
(Exhibit 10(b)(iii) of Form 10-K for fiscal year ended September
30, 1991 (File No. 1-10042)).
Amendment to Note Purchase Agreement, dated November 12, 1991, by
and between the Company and John Hancock Charitable Trust I
revising Note Purchase Agreement dated December 21, 1987
(Amendment is identical to Hancock amendment listed above except
as to the parties thereto).
Amendment to Note Purchase Agreement, dated November 12, 1991, by
and between the Company and Mellon Bank, N.A., Trustee under
Master Trust Agreement of AT&T Corporation, dated January 1,
1984, for Employee Pension Plans --AT&T -- John Hancock --
Private Placement revising Note Purchase Agreement dated December
21, 1987 (Amendment is identical to Hancock amendment above
except as to the parties thereto).
II-3
<PAGE>
4.3(d) Amendment to Note Purchase Agreement, dated December 22, 1993,
by and between the Company and John Hancock Mutual Life
Insurance Company revising Note Purchase Agreement dated
December 21, 1987 (Exhibit 4.3(d) to Registration Statement on
Form S-3 filed April 20, 1998 (File No. 333-50477)).
Amendment to Note Purchase Agreement, dated December 22, 1993, by
and between the Company and Mellon Bank, N.A., Trustee under
Master Trust Agreement of AT&T Corporation, dated January 1,
1984, for Employee Pension Plans -- AT&T -- John Hancock --
Private Placement revising Note Purchase Agreement dated December
21, 1987 (Amendment is identical to Hancock amendment listed
above except as to the parties thereto and the amounts thereof).
4.3(e) Amendment to Note Purchase Agreement, dated December 20, 1994, by
and between the Company and John Hancock Mutual Life Insurance
Company revising Note Purchase Agreement dated December 21, 1987
(Exhibit 4.3(e) to Registration Statement on Form S-3 filed
April 20, 1998 (File No. 333-50477)).
Amendment to Note Purchase Agreement, dated December 20, 1994, by
and between the Company and Mellon Bank, N.A., Trustee under
Master Trust Agreement of AT&T Corporation, dated January 1,
1984, for Employee Pension Plans -- AT&T -- John Hancock --
Private Placement revising Note Purchase Agreement dated December
21, 1987 (Amendment is identical to Hancock amendment listed
above).
4.3(f) Amendment to Note Purchase Agreement, dated July 29, 1997, by and
between the Company and John Hancock Mutual Life Insurance
Company revising Note Purchase Agreement dated December 21, 1987
(Exhibit 4.3(f) to Registration Statement on Form S-3 filed
April 20, 1998 (File No. 333-50477)).
Amendment to Note Purchase Agreement, dated July 29, 1997, by and
between the Company and Mellon Bank, N.A., Trustee under Master
Trust Agreement of AT&T Corporation, dated January 1, 1984, for
Employee Pension Plans --AT&T -- John Hancock -- Private
Placement revising Note Purchase Agreement dated December 21,
1987 (Amendment is identical to Hancock Amendment listed above
except as to the parties thereto and the amounts thereof).
4.4(a) Note Purchase Agreement, dated as of October 11, 1989, by and
between the Company and John Hancock Mutual Life Insurance
Company (Exhibit 10(c) of Form 10-K for fiscal year ended
September 30, 1989 (File No. 1-10042)).
4.4(b) Amendment to Note Purchase Agreement, dated as of November 12,
1991, by and between the Company and John Hancock Mutual Life
Insurance Company revising Note Purchase Agreement dated October
11, 1989 (Exhibit 10(c)(ii) of Form 10-K for fiscal year ended
September 30, 1991 (File No. 1-10042)).
4.4(c) Amendment to Note Purchase Agreement, dated December 22, 1993, by
and between the Company and John Hancock Mutual Life Insurance
Company revising Note Purchase Agreement dated October 11, 1989
(Exhibit 4.4(c) to Registration Statement on Form S-3 filed
April 20, 1998 (File No. 333-50477)).
4.4(d) Amendment to Note Purchase Agreement, dated December 20, 1994, by
and between the Company and John Hancock Mutual Life Insurance
Company revising Note Purchase Agreement dated October 11, 1989
(Exhibit 4.4(d) to Registration Statement on Form S-3 filed
April 20, 1998 (File No. 333-50477)).
II-4
<PAGE>
4.4(e) Amendment to Note Purchase Agreement, dated July 29, 1997, by and
between the Company and John Hancock Mutual Life Insurance
Company revising Note Purchase Agreement dated October 11, 1989
(Exhibit 4.4(e) to Registration Statement on Form S-3 filed
April 20, 1998 (File No. 333-50477)).
4.5(a) Note Purchase Agreement, dated as of August 29, 1991, by and
between the Company and The Variable Annuity Life Insurance
Company (Exhibit 10(f)(i) of Form 10-K for fiscal year ended
September 30, 1991 (File No. 10042)).
4.5(b) Amendment to Note Purchase Agreement, dated November 26, 1991, by
and between the Company and The Variable Annuity Life Insurance
Company revising Note Purchase Agreement dated August 29, 1991
(Exhibit 10(f)(ii) of Form 10-K for fiscal year ended September
30, 1991 (File No. 1-10042)).
4.5(c) Amendment to Note Purchase Agreement, dated December 22, 1993, by
and between the Company and The Variable Annuity Life Insurance
Company revising Note Purchase Agreement dated August 29, 1991
(Exhibit 4.5(c) to Registration Statement on Form S-3 filed
April 20, 1998 (File No. 333-50477)).
4.5(d) Amendment to Note Purchase Agreement, dated July 29, 1997, by and
between the Company and The Variable Annuity Life Insurance
Company revising Note Purchase Agreement dated August 29, 1991
(Exhibit 4.5(d) to Registration Statement on Form S-3 filed
April 20, 1998 (File No. 333-50477)).
4.6(a) Note Purchase Agreement, dated as of August 31, 1992, by and
between the Company and The Variable Annuity Life Insurance
Company (Exhibit 10(f) of Form 10-K for fiscal year ended
September 30, 1992 (File No. 1-10042)).
4.6(b) Amendment to Note Purchase Agreement, dated December 22, 1993, by
and between the Company and the Variable Annuity Life Insurance
Company revising Note Purchase Agreement dated August 31, 1992
(Exhibit 4.6(b) to Registration Statement on Form S-3 filed
April 20, 1998 (File No. 333-50477)).
4.6(c) Amendment to Note Purchase Agreement, dated July 29, 1997, by and
between the Company and The Variable Annuity Life Insurance
Company revising Note Purchase Agreement dated August 31, 1992
(Exhibit 4.6(c) to Registration Statement on Form S-3 filed
April 20, 1998 (File No. 333-50477)).
4.7(a) Note Purchase Agreement, dated November 14, 1994, by and among
the Company and New York Life Insurance Company, New York Life
Insurance and Annuity Corporation, The Variable Annuity Life
Insurance Company, American General Life Insurance Company, and
Merit Life Insurance Company (Exhibit 10.1 to Form 10-Q for
quarter ended December 31, 1994 (File No. 1-10042)).
4.7(b) Amendment to Note Purchase Agreement, dated July 29, 1997, by and
among the Company and New York Life Insurance Company, New York
Life Insurance and Annuity Corporation, The Variable Annuity Life
Insurance Company, American General Life Insurance Company and
Merit Life Insurance Company revising Note Purchase Agreement
dated November 14, 1994 (Exhibit 4.7(b) to Registration Statement
on Form S-3 filed April 20, 1998 (File No. 333-50477)).
4.8 Term Credit Agreement, dated as of August 3, 2000, among the
Company, Bank of America, N.A., BankOne, NA, and Societe Generale
New York Branch (Exhibit 10.1 of Form 10-Q for quarter ended June
30, 2000 (File No. 1-10042)).
4.9 Revolving Credit Agreement, dated as of August 3, 2000, among the
Company, Bank of America, N.A., Bank One, NA, and Societe
Generale New York Branch.
II-5
<PAGE>
4.10(a) Indenture of Mortgage, dated as of July 15, 1959, from United
Cities Gas Company to First Trust of Illinois, National
Association, and M.J. Kruger, as Trustees, as amended and
supplemented through December 1, 1992 (the Indenture of Mortgage
through the 20th Supplemental Indenture) (Exhibit to Registration
Statement of United Cities Gas Company on Form S-3 (File No. 33-
56983)).
4.10(b) Twenty-First Supplemental Indenture dated as of February 5, 1997
by and among United Cities Gas Company and Bank of America
Illinois and First Trust National Association and Russell C.
Bergman supplementing Indenture of Mortgage dated as of July 15,
1959 (Exhibit 10.7(a) of Form 10-K for the fiscal year ended
September 30, 1997 (File No. 1-10042)).
4.10(c) Twenty-Second Supplemental Indenture dated as of July 29, 1997 by
and among the Company and First Trust National Association and
Russell C. Bergman supplementing Indenture of Mortgage dated as
of July 15, 1959 (Exhibit 10.7(b) of Form 10-K for the fiscal
year ended September 30, 1997 (File No. 1-10042)).
4.11(a) Form of Indenture between United Cities Gas Company and First
Trust of Illinois, National Association, as Trustee dated as of
November 15, 1995 (Exhibit to Registration Statement of United
Cities Gas Company on Form S-3 (File No. 33-56983)).
4.11(b) First Supplemental Indenture between the Company and First Trust
of Illinois, National Association, as Trustee dated as of July
29, 1997 (Exhibit 10.8(a) of Form 10-K for the fiscal year ended
September 30, 1997 (File No. 1-10042)).
4.12(a) Seventh Supplemental Indenture, dated as of October 1, 1983
between Greeley Gas Company ("the Greeley Gas Division") and the
Central Bank of Denver, N.A. ("Central Bank") (Exhibit 10.1 of
Form 10-Q for quarter ended June 30, 1994 (File No. 1-10042)).
4.12(b) Ninth Supplemental Indenture, dated as of April 1, 1991, between
the Greeley Gas Division and Central Bank (Exhibit 10.2 of Form
10- Q for quarter ended June 30, 1994 (File No. 1-10042)).
4.12(c) Bond Purchase Agreement, dated as of April 1, 1991, between the
Greeley Gas Division and Central Bank (Exhibit 10.3 of Form 10-Q
for quarter ended June 30, 1994 (File No. 1-10042)).
4.12(d) Tenth Supplemental Indenture, dated as of December 1, 1993,
between the Company and Colorado National Bank, formerly Central
Bank (Exhibit 10.4 of Form 10-Q for quarter ended June 30, 1994
(File No. 1-10042)).
4.13 Restated Articles of Incorporation, as amended, of the registrant
(incorporated by reference to Exhibit 3.1 of Form 10-K for fiscal
year ended September 30, 1997) (File No. 1-10042)).
4.14 Amended and Restated Bylaws of the registrant (incorporated by
reference to Exhibit 3.2 of Form 10-K for fiscal year ended
September 30, 1997 (File No. 1-10042)).
II-6
<PAGE>
4.15 Specimen Common Stock Certificate (incorporated by reference to
Exhibit 4(b) of Form 10-K for the fiscal year ended September 30,
1988 (File No. 1-10042)).
5.1** Opinion of Gibson, Dunn & Crutcher LLP, Dallas, Texas, as to the
validity of the securities being registered
5.2** Opinion of Hunton & Williams, Richmond, Virginia, as to the
validity of the securities being registered
10.1 Asset Purchase Agreement, made and entered into as of August
7, 2000, by and among Atmos Energy Corporation, Atmos Energy
Marketing, LLC, Woodward Marketing, Inc., J.D. Woodward, III,
Linda Lee Woodward, James Kifer, and Rita B. Kifer
10.2 Credit Agreement, dated to be effective as of August 9, 2000,
among Woodward Marketing, L.L.C., and Bank of America, N.A.
10.3 Guaranty, effective as of August 9, 2000, by Atmos Energy
Marketing, LLC, in favor of Bank of America, N.A.
10.4 First Amendment to Credit Agreement and Guaranty of Atomos Energy
Marketing, LLC, effective as of September 29, 2000, among
Woodward Marketing, L.L.C., Bank of America, N.A., Woodward
Marketing, Inc., Atmos Energy Marketing, LLC, J.D. Woodward and
James Kifer
12.1 Statement of computation of ratio of earnings to fixed charges
23.1 Consent of Gibson, Dunn & Crutcher LLP, Dallas, Texas (See
Exhibit 5.1)
23.2 Consent of Hunton & Williams, Richmond, Virginia (See Exhibit
5.2)
23.3 Consent of Ernst & Young LLP
24.1** Powers of Attorney
25.1** Statement of eligibility of SunTrust Bank on Form T-1
_______________________________
* To be filed by amendment hereto or pursuant to a Current Report on Form 8-K to
be incorporated herein by reference.
** Previously filed.
Item 17. Undertakings
(a) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities 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.
(b) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions described in Item
15, or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the 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 Act and
will be governed by the final adjudication of such issue.
II-7
<PAGE>
(c) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;
(ii) 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 and
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; and
(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 (c)(1)(i) and (c)(1)(ii) of this section 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.
(2) That, for the purposes 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.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(d) The undersigned registrant hereby undertakes to file an application
for the purpose of determining the eligibility of the trustee to act
under subsection (a) of
II-8
<PAGE>
section 310 of the Trust Indenture Act in accordance with the rules
and regulations prescribed by the Commission under section 305(b)(2)
of the Trust Indenture Act.
SIGNATURES AND POWERS OF ATTORNEY
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 on Form S-3 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 November 6, 2000.
ATMOS ENERGY CORPORATION
By: /s/ ROBERT W. BEST
-------------------------------------
Robert W. Best, Chairman,
President and Chief Executive Officer
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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ ROBERT W. BEST Chairman, President and Chief November 6, 2000
---------------------------------------
Executive Officer (Principal
Robert W. Best Executive Officer)
/s/ JOHN P. REDDY Senior Vice President and Chief November 6, 2000
---------------------------------------
Financial Officer
John P. Reddy
/s/ FRED E. MEISENHEIMER Vice President and Controller November 6, 2000
---------------------------------------
Fred E. Meisenheimer (Principal Accounting Officer)
* Director November 6, 2000
---------------------------------------
Travis W. Bain II
* Director November 6, 2000
---------------------------------------
Dan Busbee
* Director November 6, 2000
---------------------------------------
Richard W. Cardin
* Director November 6, 2000
---------------------------------------
Thomas J. Garland
</TABLE>
II-9
<PAGE>
<TABLE>
<S> <C> <C>
* Director November 6, 2000
---------------------------------------
Gene C. Koonce
* Director November 6, 2000
---------------------------------------
Vincent J. Lewis
* Director November 6, 2000
---------------------------------------
Thomas C. Meredith
* Director November 6, 2000
---------------------------------------
Phillip E. Nichol
* Director November 6, 2000
---------------------------------------
Carl S. Quinn
* Director November 6, 2000
---------------------------------------
Charles K. Vaughan
* Director November 6, 2000
---------------------------------------
Richard Ware II
*By: /s/ ROBERT W. BEST November 6, 2000
---------------------------------------
Robert W. Best
Attorney in fact
</TABLE>
II-10
<PAGE>
EXHIBIT INDEX
Exhibit
Number Exhibits
--------------------------------------------------------------------------------
1.1* Form of Underwriting Agreement
2.1 Purchase and Sale Agreement, made as of April 13, 2000, by and
among Citizens Utilities Company, LGS Natural Gas Company, and
Atmos Energy Corporation.
4.1 Form of Debt Securities Indenture between Atmos and SunTrust Bank
4.2* Form of Debt Security
4.3(a) Note Purchase Agreement, dated as of December 21, 1987, by and
between the Company and John Hancock Mutual Life Insurance
Company (Exhibit 10(c) of Form 8-K filed January 7, 1988 (File
No. 0-11249)).
Note Purchase Agreement, dated as of December 21, 1987, by and
between the Company and John Hancock Charitable Trust I
(Agreement is identical to Hancock Agreement listed above except
as to the parties thereto).
Note Purchase Agreement dated as of December 21, 1987, by and
between the Company and Mellon Bank, N.A., Trustee under Master
Trust Agreement of AT&T Corporation, dated January 1, 1984, for
Employee Pension Plans --AT&T -- John Hancock -- Private
Placement (Agreement is identical to Hancock Agreement listed
above except as to the parties thereto).
4.3(b) Amendment to Note Purchase Agreement, dated October 11, 1989, by
and between the Company and John Hancock Mutual Life Insurance
Company revising Note Purchase Agreement dated December 21, 1987
(Exhibit 10(b)(ii) of Form 10-K for fiscal year ended September
30, 1989 (File No. 1-10042)).
Amendment to Note Purchase Agreement, dated October 11, 1989, by
and between the Company and John Hancock Charitable Trust I
revising Note Purchase Agreement dated December 21, 1987
(Amendment is identical to Hancock amendment listed above except
as to the parties thereto).
Amendment to Note Purchase Agreement, dated October 11, 1989, by
and between the Company and Mellon Bank, N.A., Trustee under
Master Trust Agreement of AT&T Corporation, dated January 1,
1984, for Employee Pension Plans --AT&T -- John Hancock --
Private Placement revising Note Purchase Agreement dated December
21, 1987 (Amendment is identical to Hancock amendment listed
above except as to the parties thereto).
4.3(c) Amendment to Note Purchase Agreement dated November 12, 1991, by
and between the Company and John Hancock Mutual Life Insurance
Company revising Note Purchase Agreement dated December 21, 1987
(Exhibit 10(b)(iii) of Form 10-K for fiscal year ended September
30, 1991 (File No. 1-10042)).
II-11
<PAGE>
Amendment to Note Purchase Agreement, dated November 12, 1991, by
and between the Company and John Hancock Charitable Trust I
revising Note Purchase Agreement dated December 21, 1987
(Amendment is identical to Hancock amendment listed above except
as to the parties thereto).
Amendment to Note Purchase Agreement, dated November 12, 1991, by
and between the Company and Mellon Bank, N.A., Trustee under
Master Trust Agreement of AT&T Corporation, dated January 1,
1984, for Employee Pension Plans -- AT&T -- John Hancock --
Private Placement revising Note Purchase Agreement dated December
21, 1987 (Amendment is identical to Hancock amendment above
except as to the parties thereto).
4.3(d) Amendment to Note Purchase Agreement, dated December 22, 1993, by
and between the Company and John Hancock Mutual Life Insurance
Company revising Note Purchase Agreement dated December 21, 1987
(Exhibit 4.3(d) to Registration Statement on Form S-3 filed
April 20, 1998 (File No. 333-50477)).
Amendment to Note Purchase Agreement, dated December 22, 1993, by
and between the Company and Mellon Bank, N.A., Trustee under
Master Trust Agreement of AT&T Corporation, dated January 1,
1984, for Employee Pension Plans -- AT&T -- John Hancock --
Private Placement revising Note Purchase Agreement dated December
21, 1987 (Amendment is identical to Hancock amendment listed
above except as to the parties thereto and the amounts thereof).
4.3(e) Amendment to Note Purchase Agreement, dated December 20, 1994, by
and between the Company and John Hancock Mutual Life Insurance
Company revising Note Purchase Agreement dated December 21, 1987
(Exhibit 4.3(e) to Registration Statement on Form S-3 filed
April 20, 1998 (File No. 333-50477)).
Amendment to Note Purchase Agreement, dated December 20, 1994, by
and between the Company and Mellon Bank, N.A., Trustee under
Master Trust Agreement of AT&T Corporation, dated January 1,
1984, for Employee Pension Plans -- AT&T -- John Hancock --
Private Placement revising Note Purchase Agreement dated December
21, 1987 (Amendment is identical to Hancock amendment listed
above).
4.3(f) Amendment to Note Purchase Agreement, dated July 29, 1997, by and
between the Company and John Hancock Mutual Life Insurance
Company revising Note Purchase Agreement dated December 21, 1987
(Exhibit 4.3(f) to Registration Statement on Form S-3 filed
April 20, 1998 (File No. 333-50477)).
Amendment to Note Purchase Agreement, dated July 29, 1997, by and
between the Company and Mellon Bank, N.A., Trustee under Master
Trust Agreement of AT&T Corporation, dated January 1, 1984, for
Employee Pension Plans --AT&T -- John Hancock -- Private
Placement revising Note Purchase Agreement dated December 21,
1987 (Amendment is identical to Hancock Amendment listed above
except as to the parties thereto and the amounts thereof).
4.4(a) Note Purchase Agreement, dated as of October 11, 1989, by and
between the Company and John Hancock Mutual Life Insurance
Company (Exhibit 10(c) of Form 10-K for fiscal year ended
September 30, 1989 (File No. 1-10042)).
II-12
<PAGE>
4.4(b) Amendment to Note Purchase Agreement, dated as of November 12,
1991, by and between the Company and John Hancock Mutual Life
Insurance Company revising Note Purchase Agreement dated October
11, 1989 (Exhibit 10(c)(ii) of Form 10-K for fiscal year ended
September 30, 1991 (File No. 1-10042)).
4.4(c) Amendment to Note Purchase Agreement, dated December 22, 1993, by
and between the Company and John Hancock Mutual Life Insurance
Company revising Note Purchase Agreement dated October 11, 1989
(Exhibit 4.4(c) to Registration Statement on Form S-3 filed
April 20, 1998 (File No. 333-50477)).
4.4(d) Amendment to Note Purchase Agreement, dated December 20, 1994, by
and between the Company and John Hancock Mutual Life Insurance
Company revising Note Purchase Agreement dated October 11, 1989
(Exhibit 4.4(d) to Registration Statement on Form S-3 filed
April 20, 1998 (File No. 333-50477)).
4.4(e) Amendment to Note Purchase Agreement, dated July 29, 1997, by and
between the Company and John Hancock Mutual Life Insurance
Company revising Note Purchase Agreement dated October 11, 1989
(Exhibit 4.4(e) to Registration Statement on Form S-3 filed
April 20, 1998 (File No. 333-50477)).
4.5(a) Note Purchase Agreement, dated as of August 29, 1991, by and
between the Company and The Variable Annuity Life Insurance
Company (Exhibit 10(f)(i) of Form 10-K for fiscal year ended
September 30, 1991 (File No. 10042)).
4.5(b) Amendment to Note Purchase Agreement, dated November 26, 1991, by
and between the Company and The Variable Annuity Life Insurance
Company revising Note Purchase Agreement dated August 29, 1991
(Exhibit 10(f)(ii) of Form 10-K for fiscal year ended September
30, 1991 (File No. 1-10042)).
4.5(c) Amendment to Note Purchase Agreement, dated December 22, 1993, by
and between the Company and The Variable Annuity Life Insurance
Company revising Note Purchase Agreement dated August 29, 1991
(Exhibit 4.5(c) to Registration Statement on Form S-3 filed
April 20, 1998 (File No. 333-50477).
4.5(d) Amendment to Note Purchase Agreement, dated July 29, 1997, by and
between the Company and The Variable Annuity Life Insurance
Company revising Note Purchase Agreement dated August 29, 1991
(Exhibit 4.5(d) to Registration Statement on Form S-3 filed
April 20, 1998 (File No. 333-50477).
4.6(a) Note Purchase Agreement, dated as of August 31, 1992, by and
between the Company and The Variable Annuity Life Insurance
Company (Exhibit 10(f) of Form 10-K for fiscal year ended
September 30, 1992 (File No. 1-10042)).
4.6(b) Amendment to Note Purchase Agreement, dated December 22, 1993, by
and between the Company and the Variable Annuity Life Insurance
Company revising Note Purchase Agreement dated August 31, 1992
(Exhibit 4.6(b) to Registration Statement on Form S-3 filed
April 20, 1998 (File No. 333-50477)).
4.6(c) Amendment to Note Purchase Agreement, dated July 29, 1997, by and
between the Company and The Variable Annuity Life Insurance
Company revising Note Purchase Agreement dated August 31, 1992
(Exhibit 4.6(c) to Registration Statement on Form S-3 filed
April 20, 1998 (File No. 333-50477)).
4.7(a) Note Purchase Agreement, dated November 14, 1994, by and among
the Company and New York Life Insurance Company, New York Life
Insurance and Annuity Corporation, The Variable Annuity Life
Insurance Company, American General Life Insurance Company, and
Merit Life Insurance Company (Exhibit 10.1 to Form 10-Q for
quarter ended December 31, 1994 (File No. 1-10042)).
II-13
<PAGE>
4.7(b) Amendment to Note Purchase Agreement, dated July 29, 1997, by and
among the Company and New York Life Insurance Company, New York
Life Insurance and Annuity Corporation, The Variable Annuity Life
Insurance Company, American General Life Insurance Company and
Merit Life Insurance Company revising Note Purchase Agreement
dated November 14, 1994 (Exhibit 4.7(b) to Registration Statement
on Form S-3 filed April 20, 1998 (File No. 333-50477)).
4.8 Term Credit Agreement, dated as of August 3, 2000, among the
Company, Bank of America, N.A., BankOne, NA, and Societe Generale
New York Branch (Exhibit 10.1 of Form 10-Q for quarter ended June
30, 2000 (File No. 1-10042)).
4.9 Revolving Credit Agreement, dated as of August 3, 2000, among the
Company, Bank of America, N.A., Bank One, NA, and Societe
Generale New York Branch.
4.10(a) Indenture of Mortgage, dated as of July 15, 1959, from United
Cities Gas Company to First Trust of Illinois, National
Association, and M.J. Kruger, as Trustees, as amended and
supplemented through December 1, 1992 (the Indenture of Mortgage
through the 20th Supplemental Indenture) (Exhibit to Registration
Statement of United Cities Gas Company on Form S-3 (File No. 33-
56983)).
4.10(b) Twenty-First Supplemental Indenture dated as of February 5, 1997
by and among United Cities Gas Company and Bank of America
Illinois and First Trust National Association and Russell C.
Bergman supplementing Indenture of Mortgage dated as of July 15,
1959 (Exhibit 10.7(a) of Form 10-K for the fiscal year ended
September 30, 1997 (File No. 1-10042)).
4.10(c) Twenty-Second Supplemental Indenture dated as of July 29, 1997 by
and among the Company and First Trust National Association and
Russell C. Bergman supplementing Indenture of Mortgage dated as
of July 15, 1959 (Exhibit 10.7(b) of Form 10-K for the fiscal
year ended September 30, 1997 (File No. 1-10042)).
4.11(a) Form of Indenture between United Cities Gas Company and First
Trust of Illinois, National Association, as Trustee dated as of
November 15, 1995 (Exhibit to Registration Statement of United
Cities Gas Company on Form S-3 (File No. 33-56983)).
4.11(b) First Supplemental Indenture between the Company and First Trust
of Illinois, National Association, as Trustee dated as of July
29, 1997 (Exhibit 10.8(a) of Form 10-K for the fiscal year ended
September 30, 1997 (File No. 1-10042)).
4.12(a) Seventh Supplemental Indenture, dated as of October 1, 1983
between Greeley Gas Company ("the Greeley Gas Division") and the
Central Bank of Denver, N.A. ("Central Bank") (Exhibit 10.1 of
Form 10-Q for quarter ended June 30, 1994 (File No. 1-10042)).
4.12(b) Ninth Supplemental Indenture, dated as of April 1, 1991, between
the Greeley Gas Division and Central Bank (Exhibit 10.2 of Form
10- Q for quarter ended June 30, 1994 (File No. 1-10042)).
4.12(c) Bond Purchase Agreement, dated as of April 1, 1991, between the
Greeley Gas Division and Central Bank (Exhibit 10.3 of Form 10-Q
for quarter ended June 30, 1994 (File No. 1-10042)).
II-14
<PAGE>
4.12(d) Tenth Supplemental Indenture, dated as of December 1, 1993,
between the Company and Colorado National Bank, formerly Central
Bank (Exhibit 10.4 of Form 10-Q for quarter ended June 30, 1994
(File No. 1-10042)).
4.13 Restated Articles of Incorporation, as amended, of the registrant
(incorporated by reference to Exhibit 3.1 of Form 10-K for fiscal
year ended September 30, 1997) (File No. 1-10042)).
4.14 Amended and Restated Bylaws of the registrant (incorporated by
reference to Exhibit 3.2 of Form 10-K for fiscal year ended
September 30, 1997 (File No. 1-10042)).
4.15 Specimen Common Stock Certificate (incorporated by reference to
Exhibit 4(b) of Form 10-K for the fiscal year ended September 30,
1988 (File No. 1-10042)).
5.1** Opinion of Gibson, Dunn & Crutcher LLP, Dallas, Texas, as to the
validity of the securities being registered
5.2** Opinion of Hunton & Williams, Richmond, Virginia, as to the
validity of the securities being registered
10.1 Asset Purchase Agreement, made and entered into as of August
7, 2000, by and among Atmos Energy Corporation, Atmos Energy
Marketing, LLC, Woodward Marketing, Inc., J. D. Woodward, III,
Linda Lee Woodward, James Kifer, and Rita B. Kifer.
10.2 Credit Agreement, dated to be effective as of August 9, 2000,
among Woodward Marketing, L.L.C., and Bank of America, N.A.
10.3 Guaranty, effective as of August 9, 2000, by Atmos Energy
Marketing, LLC, in favor of Bank of America, N.A.
10.4 First Amendment to Credit Agreement and Guaranty of Atomos Energy
Marketing, LLC, effective as of September 29, 2000, among
Woodward Marketing, L.L.C., Bank of America, N.A., Woodward
Marketing, Inc., Atmos Energy Marketing, LLC, J.D. Woodward and
James Kifer
12.1 Statement of computation of ratio of earnings to fixed charges
23.1 Consent of Gibson, Dunn & Crutcher LLP, Dallas, Texas (See
Exhibit 5.1)
23.2 Consent of Hunton & Williams, Richmond, Virginia (See Exhibit
5.2)
23.3 Consent of Ernst & Young LLP
24.1** Powers of Attorney
25.1** Statement of eligibility of SunTrust Bank on Form T-1
_______________________________
* To be filed by amendment hereto or pursuant to a Current Report on Form 8-K to
be incorporated herein by reference.
** Previously filed.
II-15
