Page
Number
------
Report of Independent Auditors
Audited Financial Statements:
Statements of Net Assets Available for Benefits 2
Statement of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4
Supplemental Schedules:
Schedule H; Line 4i - Schedule of Assets (Held At End of Year) 11
Schedule H; Line 4j - Schedule of Reportable Transactions 12
Signatures 13
Exhibits Index 14
|
Report of Independent Auditors
The Employee Stock Ownership Plan Committee Atmos Energy Corporation Employee Stock Ownership Plan and Trust
We have audited the accompanying statements of net assets available for benefits of the Atmos Energy Corporation Employee Stock Ownership Plan and Trust as of December 31, 2000 and 1999, and the related statement of changes in net assets available for benefits for the year ended December 31, 2000. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2000 and 1999, and the changes in its net assets available for benefits for the year ended December 31, 2000, in conformity with accounting principles generally accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedules of assets (held at end of year) as of December 31, 2000, and reportable transactions for the year then ended, are presented for purposes of additional analysis and are not a required part of the financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan's management. The supplemental schedules have been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, are fairly stated in all material respects in relation to the financial statements taken as a whole.
Dallas, Texas
June 5, 2001
December 31
--------------------------
2000 1999
----------- -----------
ASSETS
Investments:
Common stock of Atmos Energy Corporation $50,774,246 $38,166,089
Registered Investment Companies:
T. Rowe Price Prime Reserve Fund 792,264 745,702
T. Rowe Price Balanced Fund 2,799,693 2,416,586
T. Rowe Price Spectrum Income Fund 1,261,675 1,051,713
T. Rowe Price Spectrum Growth Fund 5,803,756 4,664,049
T. Rowe Price International Stock Fund 880,518 682,612
T. Rowe Price Short-Term Bond Fund 1,286,619 1,312,405
T. Rowe Price New American Growth Fund 6,724,036 7,007,626
T. Rowe Price Equity Income Fund 8,851,815 7,633,604
Common/Collective Trust:
T. Rowe Price Stable Value Fund 6,180,433 5,149,556
Common stock of Entergy Corporation 80,635 --
Participant loans 3,098,635 2,716,790
----------- -----------
Total investments 88,534,325 71,546,732
Receivables:
Participant contributions 298,216 300,911
Company contributions 169,782 163,018
----------- -----------
Total receivables 467,998 463,929
----------- -----------
Net assets available for benefits $89,002,323 $72,010,661
=========== ===========
|
See accompanying notes
ADDITIONS
Investment income:
Net appreciation in fair value of investments $ 5,668,727
Dividends on common stock 2,281,852
Interest and dividend income on registered investment
companies 3,553,063
Interest on participant loans 262,117
-----------
11,765,759
Contributions:
Participants 5,431,966
Company 2,932,587
Rollovers 28,770
-----------
8,393,323
Transfers into the Plan 3,496,453
-----------
Total additions 23,655,535
DEDUCTIONS
Distributions to participants 6,651,174
Administrative expenses 12,699
-----------
Total deductions 6,663,873
-----------
Net increase 16,991,662
Net assets available for benefits, at beginning of year 72,010,661
-----------
Net assets available for benefits, at end of year $89,002,323
===========
|
See accompanying notes
1. Description of the Plan
The following brief description of the Atmos Energy Corporation Employee Stock Ownership Plan and Trust (the "Plan") is provided for general information only. Participants should refer to the Summary Plan Description for a more complete description of the Plan's provisions.
General
The Plan is a trusteed defined contribution retirement benefit plan offered to eligible employees of Atmos Energy Corporation (the "Company" or "Atmos"). The Plan is to continue for an indefinite term and may be amended or terminated at any time by the Board of Directors of Atmos (the "Board"). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA").
In May 2000, the Company completed the acquisition of the Missouri natural gas distribution assets of Associated Natural Gas ("ANG") from a subsidiary of Southwestern Energy Corporation. Employees of ANG that joined the Company were immediately eligible to participate in the Plan. In addition, those employees were allowed to transfer into the Plan their assets which were held in the Southwestern Energy Corporation 401(k) Plan ("Southwestern Plan").
Eligibility
All employees of the Company (except leased employees and any employees covered by a collective bargaining agreement in which Plan participation has not been negotiated through good faith bargaining) are eligible to participate in the Plan as of the first payroll period coincident with or immediately following the date of hire ("Participants").
Contributions
Contributions to the Plan include contributions withheld by the Company on behalf of each Participant in an amount specified by the Participant pursuant to a salary reduction agreement, as well as matching Company contributions and any discretionary Company contributions.
Participants are eligible to receive matching Company contributions after completing at least one year of service, effective on the earlier of January 1, April 1, July 1 or October 1 after which one year of service has been completed.
Participants may elect a salary reduction (not to exceed $10,500 in 2000), ranging from a minimum of 1% of eligible compensation, as defined by the Plan, up to the maximum allowed by the Internal Revenue Service ("IRS").
The Company shall contribute a matching Company contribution in an amount equal to 100% of each Participant's salary reduction contributions, up to a maximum of 4% of such Participant's eligible compensation for the Plan year. The Company's matching contribution meets the current IRS "Safe Harbor" definition. The Company may revoke or amend any Participant's salary reduction agreement if necessary to ensure that (1) each Participant's additions for any year will not exceed applicable IRS Code (the "Code") limitations and (2) Company matching contributions will be fully deductible for federal income tax purposes.
The Plan also provides that a discretionary contribution may be made at the option of the Board and in an amount determined annually by the Board. No discretionary contribution was made to the Plan in 2000.
All contributions to a Participant's account are immediately and fully vested.
Investment Options
The Plan allows certain Participants' salary reductions to be invested among eight registered investment companies, one common/collective trust and Atmos common stock.
The Stock Purchase Program Fund, consisting of Atmos common stock, is non-participant directed. All Company matching and discretionary contributions are directed into this fund and may not be transferred to another investment option until the plan year following the year a Participant reaches age 55. In any plan year subsequent to a Participant reaching age 55, a Participant will have the opportunity, during the first calendar quarter, to diversify, in a one-time election, his or her Atmos common stock into other available investment options. Contributions made to this fund by Participants may be transferred to other investment options during the last two weeks (14 calendar days) of each calendar quarter with the actual transfer taking place on the first business day after the start of the next calendar quarter.
To accommodate several ANG employees who held Entergy Corporation ("Entergy") common stock in the Southwestern Plan, an additional account was established in the Plan to hold the Entergy stock. This account was established as a frozen account where funds can be liquidated but no new stock added.
Distributions to Participants
Dividends received on Atmos common stock, in accordance with the Plan, must be distributed to Participants no later than 90 days after the Plan's year end. Currently, the dividends are distributed quarterly. However, a Participant may elect to have his or her dividends reinvested by making an election to make an additional salary reduction contribution in the amount of the quarterly dividend. This election must be made on the day prior to a dividend payment date and will remain in effect until the election is changed.
A Participant may elect to receive an annual distribution of Company matching or discretionary contributions made to his or her account prior to January 1, 1999 and which were allocated to his or her account at least two years prior to such election. These annual elections are made as of January 1. The annual distribution from the Plan is normally made in February of the following year. Subsequent to December 31, 2000, elections were made by Participants for annual distributions of $528,169. Company matching or discretionary contributions made after January 1, 1999 meet the current IRS "Safe Harbor" definition and are not eligible for in-service withdrawal.
In the event of retirement, death, termination due to disability or termination of employment for another reason, a Participant is entitled to withdraw the entire amount from each of his or her accounts. Withdrawals from a Participant's salary reduction account, as well as the Company matching and discretionary accounts, are also allowed upon proof of financial hardship meeting IRS "Safe Harbor" definitions or, if elected, subsequent to the Participant attaining age 59 1/2. Withdrawals from the Stock Purchase Program Fund may be in the form of Atmos common stock or cash, as determined by the Employee Stock Ownership Plan Committee (the "Committee"). However, a Participant has the right to have withdrawals made in the form of Atmos common stock upon written notice by the Participant.
Loans to Participants
A Participant may borrow up to the lesser of $50,000 or 50% of his or her account balance, with a minimum loan amount of $1,000. Loans are repaid through payroll deductions over periods of up to 5 years for general purpose loans or 15 years for primary residence loans. The interest rate is the prime rate plus 2% and is fixed over the life of the loan. A Participant may have two loans outstanding if the proceeds of one of the loans were used to purchase the Participant's primary residence.
Plan Termination
While the Company has not expressed any intent to terminate the Plan, it is free to do so at any time. In the event of the dissolution, merger, consolidation or reorganization of the Company, the Plan shall terminate and the trust shall be liquidated, unless the Plan is continued by a successor. Upon such liquidation, all accounts shall be distributed to the Participants.
2. Summary of Significant Accounting Policies
Basis of Presentation
The financial statements of the Plan are prepared on the accrual basis of accounting.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
Investment Valuation and Income Recognition
Shares of registered investment companies are valued at published market prices which represent the net asset value of shares held by the Plan at year end. Atmos common stock and Entergy common stock are valued at quoted market prices. The fair value of investments in the common/collective trust are determined periodically by the Trustees based upon the current fair value of the underlying assets of the fund.
Purchases and sales of securities are recorded on a trade date basis. Investment income is recorded on the accrual basis and dividend income is recorded on the ex-dividend date. Realized gains and losses from security transactions are reported on the average historical cost method. Capital gains and losses are included in interest and dividend income.
The Plan is administered by the Committee, consisting of at least three persons who are appointed by the Board. The members of the Committee serve at the pleasure of the Board without compensation. Their duties include supervising the Plan and determining whether any change of election, change of contribution or withdrawal made by a Participant is in accordance with the Plan. Certain administrative functions are performed by employees of the Company. No employee of the Company receives compensation from the Plan.
In accordance with the Plan, the Company has appointed the Committee as Trustee of the Plan. The Trustee may be removed at the discretion of the Board. The Trustee shall vote any common stock held in the trust in accordance with directions received from the Participants, or at its discretion if there are no such directions. The Plan's assets, consisting of Atmos common stock, Entergy common stock, shares of registered investment companies and shares of a common/collective trust are held by T. Rowe Price Associates, Inc., the Custodian and Recordkeeper of the Plan.
All expenses of the Plan are paid by the Company except for processing fees related to loan withdrawals.
4. Non-Participant Directed Investments
Information about the net assets and the components of the changes in net assets relating to the non-participant directed investments is as follows:
December 31
----------------------------
2000 1999
----------- -----------
Investments:
Atmos Energy Corporation Common
Stock $50,774,246 $38,166,089
=========== ===========
|
Year ended
December 31,
2000
------------
Changes in net assets:
Contributions $ 5,477,793
Dividends 2,281,852
Interest on participant loans 156,016
Loan repayments 490,437
Net appreciation in fair value of investments 8,562,359
Distributions to participants (5,132,256)
Interfund transfers in 771,956
------------
$ 12,608,157
============
|
5. Investments
Investments that represent 5% or more of the Plan's net assets available for benefits are separately identified in the statements of net assets available for benefits.
During 2000, the Plan's investments (including investments purchased and sold, as well as held during the year) appreciated/(depreciated) in fair value as determined by quoted market prices for Atmos common stock and Entergy common stock and published market prices for registered investment companies as follows:
Atmos Energy Corporation Common Stock $ 8,562,359
Registered Investment Companies:
T. Rowe Price Balanced Fund (75,067)
T. Rowe Price Spectrum Income Fund 8,950
T. Rowe Price Spectrum Growth Fund (699,796)
T. Rowe Price International Stock Fund (241,364)
T. Rowe Price Short-Term Bond Fund 27,236
T. Rowe Price New America Growth Fund (1,943,778)
T. Rowe Price Equity Income Fund 8,986
Entergy Corporation Common Stock 21,201
-----------
$ 5,668,727
===========
|
6. Differences Between the Financial Statements and Form 5500
The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500:
December 31
----------------------------
2000 1999
------------ ------------
Net assets available for benefits per the
financial statements $ 89,002,323 $ 72,010,661
Amounts allocated to withdrawing participants (981,546) (428,954)
------------ ------------
Net assets available for benefits per the
Form 5500 $ 88,020,777 $ 71,581,707
============ ============
|
6. Differences Between the Financial Statements and Form 5500 (continued)
The following is a reconciliation of distributions to participants per the financial statements to the Form 5500:
Year ended
December 31,
2000
-----------
Distributions to participants per financial statements $ 6,651,174
Add: Amounts allocated to withdrawing participants
at December 31, 2000 981,546
Less: Amounts allocated to withdrawing participants
at December 31, 1999 (428,954)
-----------
Distributions to participants per the Form 5500 $ 7,203,766
===========
|
Amounts allocated to withdrawing participants are recorded on the Form 5500 for distributions to participants that have been processed and approved for payment prior to December 31 but not yet paid as of that date.
7. Income Tax Status
The Plan has received a determination letter from the IRS dated May 13, 1997 stating that the Plan is qualified under Section 401(a) of the Code and, therefore, the related trust is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan has been amended since receiving the determination letter. The Plan administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan is qualified and the related trust is tax-exempt.
(c) Description of investment
(b) Identity of issue, including maturity date
borrower, lessor rate of interest, collateral, (e) Current
(a) or similar party par or maturity value (d) Cost value
--- --------------------------- ------------------------------ ----------- ------------
* Atmos Energy Corporation Common stock; 2,083,046
shares $38,601,592 $50,774,246
* T. Rowe Price Associates,
Inc. Stable Value Fund ** 6,180,433
* T. Rowe Price Associates,
Inc. Prime Reserve Fund ** 792,264
* T. Rowe Price Associates,
Inc. Balanced Fund ** 2,799,693
* T. Rowe Price Associates,
Inc. Spectrum Income Fund ** 1,261,675
* T. Rowe Price Associates,
Inc. Spectrum Growth Fund ** 5,803,756
* T. Rowe Price Associates,
Inc. International Stock Fund ** 880,518
* T. Rowe Price Associates,
Inc. Short-Term Bond Fund ** 1,286,619
* T. Rowe Price Associates,
Inc. New America Growth Fund ** 6,724,036
* T. Rowe Price Associates,
Inc. Equity Income Fund ** 8,851,815
* Entergy Corporation Common stock; 1,906
shares ** 80,635
* Participant Loans Interest rates from 8.25%
to 11% -- 3,098,635
----------- -----------
** $88,534,325
=========== ===========
|
* Indicates party-in-interest to the Plan
** Cost information is not required for participant-directed investments
(h)
(a) Current value (i)
Identity of (b) (c) (d) (g) of asset on Net
party Description Purchase Selling Cost of transaction gain or
involved of security price price asset date (loss)
-------------- ----------- -------- ---------- ---------- ------------ ---------
Category (iii) -- Series of transactions in excess of 5 percent of plan assets
Atmos Energy Common $7,045,631 -- $7,045,631 $7,045,631 --
Corporation Stock
Atmos Energy Common -- $2,999,833 $2,977,850 $2,999,833 $21,983
Corporation Stock
|
Columns (e) and (f) not applicable
There were no category (i), (ii) or (iv) reportable transactions during the year ended December 31, 2000
Schedule H; Line 4j information is presented for non-participant directed investments only
Pursuant to the requirements of the Securities Exchange Act of 1934, the Employee Stock Ownership Plan Committee of the Atmos Energy Corporation Employee Stock Ownership Plan and Trust, as amended, has duly caused this annual report to be signed on its behalf by the undersigned, hereunto duly authorized.
By: /s/ LAURIE M. SHERWOOD
----------------------------
June 25, 2001 Laurie M. Sherwood
Chairperson of the Committee
|
Page number or
Exhibit incorporation by
number Description reference to
------- ----------- ----------------
4 Instruments defining rights of security holders:
(a) Atmos Energy Corporation Employee Exhibit(4)(f) of Form
Stock Ownership Plan and Trust 11-K for the year ended
(Effective January 1, 1999) December 31, 1998 (File
No. 33-57687)
(b) Amendment No. One to the Atmos
Energy Corporation Employee Stock
Ownership Plan and Trust
(Effective January 1, 1999), dated
August 1, 2000
(c) Amendment No. Two to the Atmos
Energy Corporation Employee Stock
Ownership Plan and Trust
(Effective January 1, 1999), dated
May 31, 2001
23 Consent of independent auditors
|
WHEREAS, ATMOS ENERGY CORPORATION (the "Company") has heretofore amended and restated the Atmos Energy Corporation Employee Stock Ownership Plan and Trust Effective January 1, 1999 (the "Plan"); and
WHEREAS, pursuant to the provisions of Section 10.01 of the Plan, the Company desires to amend the Plan in certain respects as hereinafter provided.
NOW, THEREFORE, Atmos Energy Corporation does hereby amend the Plan, effective as of January 1, 1999, as follows:
1. Subsection 3.01(c) is amended by deleting the first sentence of such subsection and replacing it with the following:
The term "Entry Date" shall mean the first day of the first payroll period coincident with or immediately following each January 1st, April 1st, July 1st, or October 1st.
2. Subsection 3.05(b) is amended by striking paragraph (2) and substituting the following paragraphs (2) and (3) and renumbering paragraph (3) as paragraph (4):
(2) All amounts transferred from the United Cities Plan that are attributable to an Employee's employer matching contributions under the United Cities Plan shall be held in a subaccount of the Employer Contribution Account established for such Employee under the Plan; and
(3) All amounts transferred from the United Cities Plan that are attributable to an Employee's additional matching contributions under the United Cities Plan shall be held in a subaccount of the Employer Contribution Account established for such Employee under the Plan; and
3. Subsection 4.01(e)(2) is amended by inserting the following sentence at the end of such subsection:
An amendment to a Participant's salary reduction agreement reducing his salary reduction to zero percent (0%) will not be deemed to be a termination of such Participant's salary reduction agreement.
4. Section 4.03 is amended by adding the following at the end of said Section:
Discretionary contributions credited to a Participant's Employer Contribution Account shall be one hundred percent (100%) vested and nonforfeitable at all times.
5. Subsection 5.03(a)(1) is amended by deleting such subsection and replacing it with the following:
(1) is $30,000 (or such greater amount as permitted under Internal Revenue Service Rulings to reflect increases in the cost-of-living); and
6. Subsection 6.04(b)(1)(iii) is amended by adding at the beginning thereof, the following: "Unless the Participant elects a later date (but not later than the Participant's Required Beginning Date),".
7. Subsection 6.04(b)(2) is amended by striking paragraph (B) of said subsection and substituting in lieu thereof the following:
(B) The "Required Beginning Date" of a Participant who is not a five percent owner is the April 1 of the calendar year immediately following the later of (i) the calendar year in which he attains age seventy and one-half (70 1/2), or (ii) the calendar year in which he incurs a Severance from Service.
8. Subsection 6.06(a)(1) is amended by deleting the first sentence in such subsection and replacing it with the following:
If the Participant elects a withdrawal from his Salary Reduction Contribution Account prior to the date on which he attains age 59-1/2, such withdrawal (i) may not include any earnings accrued after 1988 and (ii) will require the consent of the Committee.
9. Subsection 6.06(a)(1)(c) is amended by deleting such subsection and replacing it with the following:
the payment of tuition and room and board for the next twelve (12) months of post-secondary education for the Participant, the Participant's spouse, children or dependents; or
10. Subsection 6.06(a)(1) is amended by inserting the following paragraph at the end of such subsection, immediately before paragraph (2), and renumbering paragraphs (2) and (3) as paragraphs (3) and (4):
(2) Withdrawals made from a Participant's Safeharbor Matching Contribution Account may not occur on account of financial hardship.
11. Subsection 6.06(b) is amended by striking the first sentence of said subsection and substituting in lieu thereof the following:
On any January 1, a Participant may elect to withdraw any amount in his Employer Contribution Account or Matching Employer Contribution Account but only to the extent that such amount was allocated and paid to either such Account under this Plan (including amounts allocated under this Plan pursuant to Section 3.05 hereof) or the Prior Plan at least two (2) years prior to withdrawal; provided, however, that a Participant may withdraw any amount allocated to either such Account at any time such Participant properly demonstrates a financial hardship as described in Section 6.06(a)(1) hereof.
Notwithstanding anything herein to the contrary and pursuant to ERISA Section 403(c)(2), upon an Employer's request, a contribution which was made by an Employer to the Plan by a mistake of fact or conditioned upon the deductibility of the contribution under Code Section 404, shall be returned to the Employer within one (1) year after the payment of the contribution or the disallowance of the deduction (to the extent disallowed), whichever is applicable.
13. Subsection 7.02(i) is amended by striking the second paragraph of said subsection and substituting in lieu thereof the following:
Each person who is a Participant and is actively employed by an Employer on the date that a dividend is paid under clause (ii) above may elect to contribute such dividend to the Plan as an additional Salary Reduction Contribution under Section 4.01 hereof for the Plan Year in which such dividend is paid, subject to the limitations described in Sections 4.01(c) and 5.03 hereof, provided, however, that if such Participant does not so elect to contribute such dividend, such dividend shall be paid to such Participant in cash.
14. Subsection 7.05(a) is amended by striking said subsection and substituting in lieu thereof the following:
(a) In General. Notwithstanding the preceding provisions of this Article VII, a Participant shall have the right, in accordance with the provisions of this Section 7.05, to direct the Trustee as to the investment of his Salary Reduction Contribution Account and any rollover contributions and any amounts in his United Cities employer matching contribution subaccount pursuant to Section 3.05(b)(2) hereof (the "United Cities Matching Subaccount"), held in his Employer Contribution Account. Any such investment direction by a Participant shall consist solely of the right to direct the extent to which Salary Reduction Contributions, rollover contributions and amounts in his United Cities Matching Subaccount, if any, shall be invested in various investment media comprising a Diversified Fund. Such investment directions shall be made in accordance with procedures established by the Committee. Should a Participant fail to provide the Trustee with the investment directions described herein as to any Salary Reduction contribution or rollover contribution or amounts in his United Cities Matching Subaccount, such contribution or amount shall be invested in Company Stock.
(4) the default provisions of the promissory note which evidences each loan must prohibit offset of the Participant's account balance under this Plan prior to the time that the Participant has a Severance From Service or the Trustee otherwise would distribute the Participant's account balance under the Plan.
IN WITNESS WHEREOF, the Company has caused this AMENDMENT NO. ONE TO THE ATMOS ENERGY CORPORATION EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST EFFECTIVE JANUARY 1, 1999 to be executed in its name on its behalf this 1st day of August, 2000, effective as of January 1, 1999.
ATTEST:
By: /s/ ROBERT W. BEST
------------------------------------
Robert W. Best
Chairman of the Board, President and
Chief Executive Officer
-----------------------------
|
ATTEST:
By: /s/ DON P. BURMAN
------------------------------------
Don P. Burman
-----------------------------
By: /s/ GARY L. SCHLESSMAN
------------------------------------
Gary L. Schlessman
By: /s/ RONALD W. MCDOWELL
------------------------------------
Ronald W. McDowell
By: /s/ WYNN D. MCGREGOR
------------------------------------
Wynn D. McGregor
By: /s/ GORDON J. ROY
------------------------------------
Gordon J. Roy
|
WHEREAS, ATMOS ENERGY CORPORATION (the "Company") has heretofore amended and restated the Atmos Energy Corporation Employee Stock Ownership Plan and Trust Effective January 1, 1999 (the "Plan"); and
WHEREAS, pursuant to the provisions of Section 10.01 of the Plan, the Company desires to amend the Plan in certain respects as hereinafter provided.
NOW, THEREFORE, Atmos Energy Corporation does hereby amend the Plan, effective as of June 1, 2000, except as otherwise provided herein, as follows:
1. Effective as of January 1, 2001, Section 2.01(i) is amended by adding the following at the end of paragraph (1) of said Section:
Notwithstanding any other provision of this Plan, Compensation shall include any and all lump sum merit payments made to such Participant by an Employer.
2. Section 2.01(l) is amended by adding the following at the end of paragraph (1) of said Section:
Those individuals shall include employees of Southwestern Energy Company ("SEC") and/or Arkansas Western Gas Company ("AWGC") who became Employees of an Employer as a result of the Company's acquisition of certain assets associated with the Associated Natural Gas operations of SEC and AWGC (such individuals are referred to herein as "ANG Employees").
3. Section 2.01(m) is amended by adding the following at the end of said Section:
Said account shall include amounts transferred from the Southwestern Energy Company 401(k) Savings Plan (the "SEC Plan") on behalf of ANG Employees which are attributable to after-tax contributions as provided for in Section 3.06 hereof.
4. Section 2.01(o) is amended by adding the following at the end of said Section:
Said account shall include amounts transferred from the SEC Plan on behalf of ANG Employees which are attributable to rollover contributions and employer matching contributions as provided for in Section 3.06 hereof. Said account shall also include all amounts received by a Participant as matching contributions, and adjustments relating thereto under the Prior Plan.
5. Section 2.01(y) is amended by deleting said Section in its entirety and substituting in lieu thereof the word "Reserved".
6. Section 2.01(hh) is amended by adding the following at the end of said Section:
Said account shall include amounts transferred from the SEC Plan on behalf of ANG Employees which are attributable to salary reduction contributions as provided for in Section 3.06 hereof.
7. Article III is amended by adding the following Section 3.06 at the end of said Article:
3.06 Special Rules for ANG Employees
(a) For purposes of eligibility to make salary reduction contributions under Section 4.01, ANG Employees (as defined in Section 2.01(l) hereof) shall be eligible to participate in this Plan as of the first day of the first payroll period coincident with or immediately following June 1, 2000. For purposes of eligibility to receive allocations of safe harbor matching contributions under Section 4.02 and discretionary contributions under Section 4.03, an ANG Employee shall be eligible to participate in this Plan as of the Entry Date coincident with or immediately following his completion of one (1) Year of Service. For purposes of Section 3.02, ANG Employees shall be credited with Service equal to their service credited under the SEC Plan (as defined in Section 2.01(m) hereof).
(b) The account balances of ANG Employees who were participants in the SEC Plan which are transferred into the Plan effective as of June 1, 2000, shall be held, administered, and distributed as part of the Plan as follows:
(1) All amounts transferred from the SEC Plan that are attributable to an ANG Employee's salary reduction contributions under the SEC Plan shall be held in the Salary Reduction Contribution Account established for such Employee under the Plan;
(2) All amounts transferred from the SEC Plan that are attributable to an ANG Employee's after-tax contributions, if any, under the SEC Plan shall be held in the Employee Contribution Account established for such Employee under the Plan. The ANG Employee shall be 100% vested in said Account.
(3) All amounts transferred from the SEC Plan that are attributable to an ANG Employee's rollover contributions, if any, under the SEC Plan shall be held in a subaccount of the Employer Contribution Account established for such Employee under the Plan. The ANG Employee shall be 100% vested in said subaccount.
(4) All amounts transferred from the SEC Plan that are attributable to an ANG Employee's employer matching contributions under the SEC Plan shall be held in a subaccount of the Employer Contribution Account established for such Employee under the Plan. The ANG Employee shall be 100% vested in said subaccount and all amounts contained therein may be invested immediately.
(c) For purposes of Section 3.01(c), the Entry Date for ANG
Employees who have completed one (1) Year of Service as of
June 1, 2000, after taking into account the provisions of
Section 3.06(a) hereof, shall be the first day of the first
payroll period coincident with or immediately following June
1, 2000.
(d) All outstanding loans of the ANG Employees under the SEC Plan shall be transferred in kind to the Plan and shall be maintained and administered under Section 7.06 in accordance with the terms of said loans as in effect at the time of said transfer.
8. Effective as of January 1, 2001, Section 4.01(e)(2) is amended by striking said Section and substituting in lieu thereof the following:
(2) A salary reduction agreement may be entered into or amended or terminated by a Participant at any time upon notice to the Committee, subject to the requirements of paragraph (3), below. If a Participant terminates his salary reduction agreement, he may enter into another salary reduction agreement at any time thereafter, subject to the requirements of paragraph 3, below.
9. Section 5.01 is amended by striking the third sentence of said Section and substituting in lieu thereof the following:
When appropriate, a Participant shall have four separate accounts, an Employer Contribution Account, a Salary Reduction Contribution Account, a Safe harbor Matching Contribution Account, and an Employee Contribution Account.
10. Section 5.04(a)(1) is amended by striking said subsection and substituting in lieu thereof the following:
(1) the value of the sum of Employer Contribution Accounts, Salary Reduction Contribution Accounts, Safe harbor Matching Contribution Accounts, plus Employee Contribution Accounts (but not including any allocations to be made as of such last day of the Plan Year except contributions actually made on or before that date and allocated pursuant to Sections 5.02(b) and (c)) of Participants who are Key Employees (as defined below) exceeds 60% of the value of the sum of Employer Contribution Accounts, Salary Reduction Contribution Accounts, Safe harbor Matching Contribution Accounts, plus Employee Contribution Accounts (but not including any allocations to be made as of such last day of the Plan Year except contributions actually made on or before that date and allocated pursuant to Sections 5.02(b) and (c)) of all Participants and their Beneficiaries (the "60% Test"), or (2) the Plan is part of a required aggregation group (within the meaning of Code Section 416(g)(2)) and the required aggregation group is top-heavy. However, and notwithstanding the results of the 60% Test, the Plan shall not be considered a Top-Heavy Plan for any Plan Year in which the Plan is a part of a required or permissive aggregation group (within the meaning of Code Section 416(g)(2)) which is not top-heavy. For purposes of the 60% Test for any Plan Year, (i) the value of the Employer Contribution Accounts, Safe harbor Matching Contribution Accounts, Salary Reduction Contribution Accounts, and Employee Contribution Accounts of individuals who are former Key Employees shall not be taken into account and (ii) the value of the Employer Contribution Accounts, Safe harbor Matching Contribution Accounts, Salary Reduction Contribution Accounts, and Employee Contribution Accounts of individuals who have not performed services for an Employer for the five (5)-year period ending on the determination date shall not be taken into account.
11. Section 6.04(e) is amended by adding the following at the end of said Section:
In addition, notwithstanding the preceding provisions of this Section 6.04, Participants who are ANG Employees with account balances transferred from the SEC Plan may elect to receive distribution of their benefits (i) in monthly installments over a period equal to the shorter of one hundred twenty (120) months or the applicable life expectancy of the Participant or the Participant's spouse, or (ii) in installment payments of a fixed amount, such payments to be made until exhaustion of the Participant's Account balances under the Plan.
12. Section 6.06(b) is amended by striking said subsection and substituting in lieu thereof the following:
From Employer Contribution Account or Matching Employer Contribution Account. On any January 1, a Participant may elect to withdraw any amount in his Employer Contribution Account, but with respect to the amounts in such Account attributable to Discretionary Contributions made pursuant to Section 4.03 hereof and amounts allocated to such Account under this Plan pursuant to Section 3.05(b)(2) and 3.06(b)(4) hereof, only to the extent that such amounts were allocated and paid to such Account under this Plan or the Prior Plan at least two (2) years prior to withdrawal. A Participant may withdraw any amount allocated to either his Employer Contribution Account or his Matching Employer Contribution Account at any time if such Participant properly demonstrates a financial hardship as described in Section 6.06(a)(1) hereof. A Participant shall not cease to be a Participant under the Plan solely because a distribution is made to such Participant pursuant to this Section 6.06(b). Withdrawal elections shall be made by the Participant on written forms provided by the Committee for that purpose.
13. Subsection 7.05(a) is amended by striking said subsection and substituting in lieu thereof the following:
(a) In General. Notwithstanding the preceding provisions of this Article VII,
a Participant shall have the right, in accordance with the provisions of this
Section 7.05, to direct the Trustee as to the investment of (i) his Salary Reduction
Contribution Account, (ii) any rollover contributions, any amounts in his United
Cities Plan employer matching contribution subaccount pursuant to Section 3.05(b)(2)
hereof other than amounts attributable to United Cities Plan additional matching
contributions (the "United Cities Plan Matching Subaccount") and any
amounts in his SEC Plan rollover contribution subaccount and SEC Plan employer
matching contribution subaccount pursuant to Section 3.06(b)(3) and Section
3.06(b)(4) hereof (the "SEC Plan Rollover and Matching Subaccounts"),
held in his Employer Contribution Account, and (iii) any amounts in his Employee
Contribution Account attributable to SEC Plan after-tax contributions pursuant
to Section
3.06(b)(2) hereof (the "SEC Plan Employee Contribution Account").
Any such investment direction by a Participant shall consist solely of the right
to direct the extent to which Salary Reduction Contributions, rollover contributions,
amounts in his United Cities Plan Matching Subaccount, if any, amounts in his
SEC Plan Rollover and Matching Subaccounts, if any, amounts in his SEC Plan
Employee Contribution Account, if any, shall be invested in various investment
media comprising a Diversified Fund. Such investment directions shall be made
in accordance with procedures established by the Committee. Should a Participant
fail to provide the Trustee with the investment directions described herein
as to any Salary Reduction contribution or rollover contribution or amounts
in his United Cities Plan Matching Subaccount, amounts in his SEC Plan Rollover
and Matching Subaccounts, if any, and amounts in his SEC Plan Employee Contribution
Account, if any, such contribution or amount shall be invested in Company Stock.
14. Section 7.05 is further amended by adding a new subsection 7.05(d) at the end of said Section as follows:
(d) Entergy Stock Fund. Notwithstanding the foregoing provisions of this Section 7.05, a Participant for whom amounts are invested in the Entergy Stock Fund provided for under Section 3.06(b)(5) may direct that all or any portion of such amounts be invested in a Diversified Fund or in Company Stock in accordance with the procedures established by the Committee; however, no additional amounts may be invested in the Entergy Stock Fund. Furthermore, amounts in the Entergy Stock Fund are not subject to the Company Stock default investment provided for in the preceding subsections of this Section 7.05.
IN WITNESS WHEREOF, the Company has caused this AMENDMENT NO. TWO TO THE ATMOS ENERGY CORPORATION EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST EFFECTIVE JANUARY 1, 1999 to be executed in its name on its behalf this 31st day of May, 2001, effective as of June 1, 2000.
ATTEST:
By: /s/ ROBERT W. BEST
------------------------------------
Robert W. Best
Chairman of the Board, President and
Chief Executive Officer
---------------------------------
|
ATTEST:
By: /s/ LAURIE M. SHERWOOD
------------------------------------
Laurie M. Sherwood
|
By: /s/ TOM S. HAWKINS, JR.
------------------------------------
Tom S. Hawkins, Jr.
By: /s/ RONALD W. MCDOWELL
------------------------------------
Ronald W. McDowell
By: /s/ WYNN D. MCGREGOR
------------------------------------
Wynn D. McGregor
By: /s/ GORDON J. ROY
------------------------------------
Gordon J. Roy
|
We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-63738 and Form S-8 No. 33-57687) pertaining to the Atmos Energy Corporation Employee Stock Ownership Plan and Trust of our report dated June 5, 2001, with respect to the financial statements and supplemental schedules of the Atmos Energy Corporation Employee Stock Ownership Plan and Trust included in this Annual Report (Form 11-K) for the year ended December 31, 2000.
Dallas, Texas
June 25, 2001