Dear Atmos Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders to be held at the Lafayette Hilton & Towers, 1521 Pinhook Road, Lafayette, Louisiana, 70503, on Wednesday, February 14, 2001, at 11:00 a.m. Central Standard Time.
The matters to be acted upon at the meeting are described in the attached Notice of Annual Meeting and Proxy Statement. In addition, we will review with you the affairs and progress of the Company during the past year and report the results of operations for the first quarter.
Your participation at this meeting is very important, regardless of the number of shares you hold or whether you will be able to attend the meeting in person. Please date, sign, and return the proxy in the enclosed envelope to ensure that your shares are represented at the meeting.
On behalf of your Board of Directors, thank you for your continued support and interest in Atmos Energy Corporation.
Sincerely,
/s/ Robert W. Best Robert W. Best Chairman of the Board, President and Chief Executive Officer |
To the Shareholders:
The Annual Meeting of the Shareholders of Atmos Energy Corporation (the "Company") will be held at the Lafayette Hilton & Towers, 1521 Pinhook Road, Lafayette, Louisiana, 70503, on Wednesday, February 14, 2001, at 11:00 a.m. Central Standard Time for the following purposes:
1. To elect four Class III directors for three-year terms expiring in 2004.
2. To transact such other business as may properly come before the meeting or any adjournment thereof.
Shareholders of record of the Company's common stock at the close of business on December 18, 2000 will be entitled to notice of, and to vote at, such meeting. The stock transfer books will not be closed.
By Order of the Board of Directors,
December 28, 2000
TO VOTE YOUR SHARES, PLEASE INDICATE YOUR CHOICES, SIGN AND DATE THE PROXY
CARD, AND RETURN IT IN THE ENCLOSED POSTAGE-PAID ENVELOPE. YOU MAY VOTE IN
PERSON AT THE MEETING EVEN THOUGH YOU SEND IN YOUR PROXY.
Solicitation and Revocability of Proxies
The proxy enclosed with this statement is solicited by the management of Atmos Energy Corporation (the "Company") at the direction of the Company's Board of Directors. These materials were first mailed to the Company's shareholders on December 28, 2000.
Any shareholder giving a proxy has the power to revoke the proxy at any time prior to its exercise. The Company expects to solicit proxies primarily by mail, but directors, officers, employees, and agents of the Company may also solicit proxies in person or by telephone or other electronic means. The cost of preparing, assembling and mailing the proxies and accompanying materials for this Annual Meeting of Shareholders, including the cost of reimbursing brokers and nominees for forwarding proxies and proxy statements to their principals, will be paid by the Company. In addition, Morrow & Co., Inc. ("Morrow") will assist the Company in the solicitation of proxies. The Company will pay approximately $6,000 in fees, plus expenses and disbursements, to Morrow for its proxy solicitation services.
Common Stock Information; Record Date
As of December 18, 2000, there were 32,097,110 shares of the Company's
common stock, no par value ("Common Stock"), issued and outstanding, all of
which are entitled to vote. These shares constitute the only class of stock of
the Company issued and outstanding. As stated in the accompanying Notice of
Annual Meeting, only shareholders of record at the close of business on
December 18, 2000 will be entitled to vote at the meeting. Each share is
entitled to one vote.
Security Ownership of Certain Beneficial Owners and Management
Security Ownership of Certain Beneficial Owners. The following table lists the beneficial ownership, as of December 1, 2000, of the Company's Common Stock with respect to each person known by the Company to be the beneficial owner of more than five percent of such Common Stock.
Amount of Percentage of
Name and Address Common Stock Outstanding
of Beneficial Owner Beneficially Owned Common Stock
------------------- ------------------ -------------
Atmos Energy Corporation Employee Stock
Ownership Plan and Trust (the
"ESOP")(a) 2,073,398 6.5%
SASCO Capital Inc.
10 Sasco Hill Road
Fairfield, CT 06430(b) 1,622,100 5.1%
|
(b) SASCO Capital has informed the Company that it is the beneficial owner of 1,622,100 shares, which are held for the accounts of discretionary clients. Of such shares, SASCO Capital has sole voting power with respect to 776,300 shares, and sole dispositive power with respect to 1,622,100 shares.
Percentage
Amount of Common of
Stock Outstanding
Name Beneficially Owned Common Stock
---- ------------------ ------------
Travis W. Bain II............................. 5,707 (a)(b)
Robert W. Best ............................... 145,265(c) (a)
Dan Busbee.................................... 9,498 (a)(b)
Richard W. Cardin............................. 5,450 (a)(b)
Larry J. Dagley............................... 85,437(c) (a)
R. Earl Fischer............................... 18,823(c) (a)
Thomas J. Garland............................. 7,456 (a)(b)
J. Charles Goodman............................ 9,080 (a)
Gene C. Koonce................................ 25,174 (a)(b)
Vincent J. Lewis.............................. 9,340 (a)(b)
Thomas C. Meredith............................ 3,525 (a)(b)
Wynn D. McGregor.............................. 12,472(c) (a)
Phillip E. Nichol............................. 13,940 (a)(b)
Carl S. Quinn................................. 42,233 (a)(b)
John P. Reddy................................. 10,100(c) (a)
Charles K. Vaughan............................ 53,199 (a)(b)
Richard Ware II............................... 18,517 (a)(b)
All directors and executive officers as a
group (17 individuals)....................... 475,216 1.5%
|
(b) Includes share units credited to the following directors under the Company's Equity Incentive and Deferred Compensation Plan for Non- Employee Directors in the following respective amounts: Mr. Bain, 4,460 units, Mr. Busbee, 4,750 units, Mr. Cardin, 2,950 units, Mr. Garland, 4,070 units, Mr. Koonce, 5,060 units, Mr. Lewis, 2,340 units, Dr. Meredith, 1,680 units, Mr. Nichol, 3,940 units, Mr. Quinn, 3,670 units, Mr. Vaughan, 3,490 units, and Mr. Ware, 1,410 units.
(c) Includes shares issuable upon the exercise of options held by the following current and former officers within 60 days of December 1, 2000 under the Company's 1998 Long-Term Incentive Plan in the following respective amounts: Mr. Best, 16,667 shares, Mr. Dagley, 30,000 shares, Mr. Fischer, 4,000 shares, Mr. McGregor, 4,000 shares, and Mr. Reddy, 6,667 shares.
Pursuant to the Company's Bylaws, the Board of Directors is divided into three classes, each of which class consists, as nearly as possible, of one- third of the total number of directors constituting the entire Board of Directors. Directors for Class III are to be elected at this Annual Meeting for three-year terms expiring in 2004. Robert W. Best, Thomas J. Garland, Phillip E. Nichol, and Charles K. Vaughan have been nominated to serve as Class III directors.
Messrs. Best, Garland, Nichol and Vaughan were last elected to three-year terms by the shareholders at the 1998 Annual Meeting. The Board is nominating Messrs. Best, Garland, Nichol and Vaughan to continue serving as Class III directors, whose three-year terms will expire in 2004.
The other directors listed on the following pages will continue to serve in their positions for the remainder of their current terms. The names, ages, and biographical summaries of (i) the persons who have been nominated to serve as directors of the Company and (ii) the directors who are continuing in office until the expiration of their terms and the class in which such nominee or other director has been designated, are set forth in the following table. Each of the nominees has consented to be a nominee and to serve as a director if elected, and all votes authorized by the enclosed proxy will be cast FOR all of the nominees. In order to be elected as a director, the Company's Bylaws require a nominee to receive the vote of a majority of all outstanding shares of the Company's Common Stock entitled to vote and represented in person or by proxy at a meeting of shareholders at which a quorum is present.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
EACH OF THE FOLLOWING NOMINEES:
Year in Which
Name; Principal Occupation or Employment First Became a Class Designation
During Past Five Years; Other Director And Year of
Directorships Age of the Company Expiration of Term
---------------------------------------- --- -------------- ------------------
Robert W. Best.......................... 54 1997 Class III
Chairman of the Board, President and 2001
Chief Executive Officer of the Company
since March 1997. Formerly Senior Vice
President--Regulated Businesses of
Consolidated Natural Gas Company from
January 1996 to March 1997.
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Year in Which
Name; Principal Occupation or Employment First Became a Class Designation
During Past Five Years; Other Director And Year of
Directorships Age of the Company Expiration of Term
---------------------------------------- --- -------------- ------------------
Thomas J. Garland........................ 66 1997 Class III
Chairman of the Tusculum Institute for 2001
Public Leadership and Policy since 1998.
Executive in Residence and Distinguished
Service Professor of the Civic Arts at
Tusculum College in Greeneville,
Tennessee and consultant since 1990.
Formerly Interim President of Tusculum
College from July 1999 through June
2000. Director of Peoples Community Bank
in Johnson City, Tennessee.
********************************************************************************
Phillip E. Nichol........................ 65 1985 Class III
Senior Vice President and Branch Manager 2001
of PaineWebber Incorporated in Dallas,
Texas since March 1999. Formerly Senior
Vice President and Divisional Hiring
Officer for the Central Division of
PaineWebber Incorporated in Dallas,
Texas from March 1998 to February 1999;
Senior Vice President and Branch Manager
of PaineWebber Incorporated in Fort
Worth, Texas from May 1996 to February
1998. Formerly Senior Vice President and
Branch Manager of PaineWebber
Incorporated in Cleveland, Ohio from
February 1995 to May 1996.
********************************************************************************
Charles K. Vaughan....................... 63 1983 Class III
Retired. Formerly Chairman of the Board 2001
of the Company from June 1994 until
March 1997.
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The following persons are directors of the Company who will be continuing in office until the expiration of their terms as set forth below.
Year in Which
Name; Principal Occupation or Employment First Became a Class Designation
During Past Five Years; Other Director And Year of
Directorships Age of the Company Expiration of Term
---------------------------------------- --- -------------- ------------------
Travis W. Bain II........................ 66 1988 Class I
Chairman of Texas Custom Pools, Inc. in 2002
Plano, Texas since March 1999. President
of Bain Enterprises, Inc. in Plano,
Texas since November 1991. Director of
Delta Industries, Inc. in Jackson,
Mississippi.
*******************************************************************************
Dan Busbee............................... 67 1988 Class I
Attorney. Formerly of Counsel with 2002
Gibson Dunn & Crutcher in Dallas, Texas
from August 1998 through August 1999.
Formerly Attorney and Shareholder with
Locke Purnell Rain Harrell (A
Professional Corporation) in Dallas,
Texas from 1970 until August 1998.
*******************************************************************************
Richard W. Cardin........................ 65 1997 Class II
Consultant and retired partner of Arthur 2003
Andersen LLP since 1995. Director of
U.S. Lime and Minerals, Inc.
*******************************************************************************
Gene C. Koonce........................... 68 1997 Class I
Formerly Chairman of the Board, 2002
President and Chief Executive Officer of
United Cities Gas Company from May 1996
until the merger of United Cities with
the Company in July 1997; President and
Chief Executive Officer of United Cities
from October 1978 until May 1996.
Director of First American Corporation
in Nashville, Tennessee until November
1999.
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Year in Which
Name; Principal Occupation or Employment First Became a Class Designation
During Past Five Years; Other Director And Year of
Directorships Age of the Company Expiration of Term
---------------------------------------- --- -------------- ------------------
Vincent J. Lewis......................... 56 1997 Class I
Senior Vice President at Legg Mason Wood 2002
Walker, Inc. in Rutherford, New Jersey
since 1987.
*******************************************************************************
Thomas C. Meredith....................... 59 1995 Class II
Chancellor of the University of Alabama 2003
System in Tuscaloosa, Alabama since June
1997. Formerly President of Western
Kentucky University in Bowling Green,
Kentucky from 1988 to May 1997. Director
of Alabama Power Company.
*******************************************************************************
Carl S. Quinn............................ 69 1994 Class II
General Partner of Quinn Oil Company, 2003
Ltd. in East Hampton, New York since May
1992.
*******************************************************************************
Richard Ware II.......................... 54 1994 Class II
President of Amarillo National Bank in 2003
Amarillo, Texas since 1981. Member of
the Board of Trustees of Southern
Methodist University in Dallas, Texas.
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Certain Business Relationships
Mr. Ware is the president and a shareholder of Amarillo National Bank, Amarillo, Texas, which bank provides a $15 million short-term line of credit to the Company, serves as a depository bank for the Company, and is trustee for the Company's Restricted Stock Grant Plan.
Standing Committees. The Company has certain standing committees, each of which is described below.
The Executive Committee consists of Messrs. Best, Koonce, Quinn and Vaughan. Mr. Vaughan serves as chairman of the committee. In accordance with the Bylaws of the Company, the Executive Committee has, and may exercise, all of the powers of the Board during the intervals between the Board's meetings, subject to certain limitations and restrictions as set forth in the Bylaws or as may be established by resolution of the Board of Directors from time to time. The Executive Committee held three meetings during the last fiscal year.
The Audit Committee consists of Messrs. Bain, Busbee, Cardin, Lewis and Meredith. Mr. Busbee serves as chairman of the committee. The Audit Committee reviews the scope and procedures of internal auditing work, the results of independent audits, and the accounting policies of management, and it recommends to the Board the appointment of the Company's outside auditors. The Audit Committee held four meetings during the last fiscal year. The Company's securities are listed on the New York Stock Exchange and are governed by its listing standards. The Audit Committee has adopted a charter, which is attached to this Proxy Statement as Appendix A. All members of the Audit Committee meet the independence standards of Section 303.01(B)(2)(a) and (3) of the Rules of the New York Stock Exchange.
The Human Resources Committee consists of Messrs. Bain, Busbee, Garland, Koonce, Nichol and Quinn. Mr. Quinn serves as chairman and Mr. Koonce serves as vice-chairman of the committee. This committee reviews and makes recommendations to the Board of Directors regarding compensation for officers of the Company. In addition to compensation matters, the committee determines, develops, and makes recommendations to the Board regarding benefit packages, special bonus or stock plans, severance agreements, and succession planning with respect to the Company's officers. This committee also administers the Company's 1998 Long-Term Incentive Plan and Annual Incentive Plan for Management. During the last fiscal year, the Human Resources Committee held three meetings.
The Nominating Committee consists of Messrs. Cardin, Lewis, Meredith, Nichol and Ware. Mr. Nichol serves as chairman of the committee. This committee selects candidates for consideration by the full Board to fill any vacancies on the Board, which may occur from time to time. The Nominating Committee held one meeting during the last fiscal year. The Nominating Committee also considers sound and meritorious nomination suggestions for directors from shareholders. All letters of recommendation for nomination should be sent to the Corporate Secretary of the Company at the Company's headquarters and should include, in addition to the nominee's name and address, a listing of the nominee's background and qualifications. A signed statement from the nominee should accompany the letter of recommendation indicating that he or she consents to being considered as a nominee and that, if nominated by the Board and elected by the shareholders, he or she will serve as a director.
The Work Session/Annual Meeting Committee consists of Messrs. Bain, Garland, Koonce, Nichol and Ware. Mr. Bain serves as chairman of the committee. This committee selects the site and plans the meeting and agenda for the special meeting of the Board held each year for the purpose of focusing on long-range planning and corporate strategy issues and selects the site for the Annual Shareholders Meeting. During the last fiscal year, the Work Session/Annual Meeting Committee held two meetings.
Attendance at Board Meetings. During the last fiscal year, the Board of Directors of the Company held 11 meetings. During fiscal year 2000, each director attended at least seventy-five percent of the aggregate of (a) all meetings of the Board and (b) all meetings of the committees of the Board on which such director served.
Directors' Fees. As compensation for serving as a director, each of the non- employee directors receives an annual retainer of $20,000 and a fee of $1,000 per day for attendance at each Board and committee meeting (excluding telephone conference meetings). The fee paid for participation in a telephonic conference meeting of the Board or a committee is one-half of the regular meeting fee. Committee chairmen are also paid a fee for extra work done in connection with their committee duties.
In August 1998, the Board adopted the Company's Equity Incentive and Deferred Compensation Plan for Non-Employee Directors, representing an amendment to the Company's Deferred Compensation Plan for Outside Directors that was originally adopted in May 1990. This amended plan became effective when shareholders of the Company approved such amendment at their 1999 Annual Meeting in February 1999. Under the terms of the Company's Equity Incentive and Deferred Compensation Plan for Non-Employee Directors, each non-employee director is allowed to defer receipt of his annual retainer and meeting fees and to invest his deferred compensation into either a cash account or a stock account. In addition, each non-employee director receives an annual grant of share units for each year he serves as a director. The specific unit amounts credited to each director are shown in the Security Ownership Table on page 3 of this Proxy Statement.
In November 1994, the Board adopted the Outside Directors Stock-for-Fee Plan, which plan was approved by the shareholders of the Company in February 1995. The plan permits non-employee directors to receive all or part of their annual retainer and meeting fees in Common Stock of the Company rather than in cash. An election by a director to receive his or her fees in stock does not alter the amount of fees payable but results in the deferral of payment of the stock portion of the fees until after the end of each quarter in which the fees were earned. The number of shares of Common Stock issued at such time will be equal to (a) the dollar amount of the fees to be paid in stock divided by (b) the fair market value of the Company's Common Stock on the last day of the applicable quarter. The fair market value is the closing price of a share of Common Stock of the Company as reported by the New York Stock Exchange. Only whole numbers of shares are issued; fractional shares are paid in cash.
Other Compensation for Non-Employee Directors. The Company provides business travel accident insurance for non-employee directors and their spouses. The policy provides $100,000 coverage to directors and $50,000 coverage to their spouses per accident while traveling on Company business.
Other Arrangements with Mr. Vaughan. Effective October 1, 1994, Mr. Vaughan retired as an officer and employee of the Company and entered into a consulting agreement with the Company. Under the agreement, Mr. Vaughan performs such consulting services as the Board may request from time to time. The term of the agreement was extended by amendment approved in 2000 for an additional three-year period, ending September 30, 2004, at which time the agreement will terminate. The agreement provides for future payments to Mr. Vaughan, in consideration for his consulting services, of $130,000 during fiscal year 2001 and 2002, $100,000 during fiscal year 2003 and $75,000 during fiscal year 2004. During fiscal year 2000, Mr. Vaughan received $130,000 in payment for his services under the Consulting Agreement. The payments are made in semi-annual installments payable on October 1 and April 1 of each fiscal year.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's directors and executive officers and persons who beneficially own more than ten percent of the Company's Common Stock to file with the Securities and Exchange Commission and the New York Stock Exchange initial reports of ownership and reports of changes in their ownership in the Company's Common Stock. Directors, executive officers, and greater-than-ten-percent beneficial shareholders are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file. Based solely on a review of the copies of such reports furnished to the Company, the Company believes that, during the last fiscal year, all of the Company's directors, executive officers, and greater-than-ten-percent beneficial owners were in compliance with the Section 16(a) filing requirements.
Summary Compensation Table. The following table sets forth the compensation paid by the Company for each of the Company's last three completed fiscal years to Mr. Best, Mr. Dagley, who resigned from the Company effective May 3, 2000, Mr. Goodman, who resigned from the Company effective June 30, 2000, and the Company's remaining most highly compensated executive officers other than Mr. Best.
Annual Compensation Long Term Compensation
----------------------------- -------------------------------
Other Annual Restricted Securities All Other
Name and Principal Salary Bonus(a) Compensation Stock Awards(b) Underlying Compensation
Position Year ($) ($) ($) ($) Options/SARs(#) ($)
------------------ ---- ------- -------- ------------ --------------- --------------- ------------
Robert W. Best.......... 2000 555,000 0 (c) 0 50,000 8,584(d)
Chairman of the Board, 1999 540,192 0 (c) 1,525,000 50,000 8,584
President and Chief 1998 480,786 450,000 (c) 1,262,500 0 8,584
Executive Officer
R. Earl Fischer(e)...... 2000 176,174 0 (c) 0 32,000 8,206(d)
Senior Vice President, 1999 162,091 100,000 (c) 213,750 12,000 7,466
Utility Operations 1998 135,563 89,600 (c) 45,450 0 6,257
John P. Reddy(f)........ 2000 213,390 0 (c) 0 40,000 9,515(d)
Senior Vice President 1999 190,000 0 (c) 0 20,000 1,186
and
Chief Financial Officer 1998 20,462 63,600 (c) 89,625 0 99
Wynn D. McGregor........ 2000 150,820 0 (c) 0 12,000 6,579(d)
Vice President, Human 1999 134,762 0 (c) 0 12,000 6,018
Resources 1998 116,892 41,800 (c) 32,825 0 5,434
Larry J. Dagley(g)...... 2000 324,946 0 (c) 0 0 1,107,451(h)
Former Executive Vice 1999 352,477 0 113,728(i) 0 30,000 11,445
President and Chief 1998 310,385 263,300 (c) 631,250 0 5,528
Financial Officer
J. Charles Goodman(j)... 2000 175,512 0 38,162(k) 0 0 704,461(l)
Former Executive Vice 1999 214,631 0 (c) 0 20,000 7,674
President, Utility 1998 184,537 108,800 (c) 126,250 0 8,028
Operations
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(b) Dollar amounts shown equal number of shares of restricted stock granted multiplied by stock price on grant date. This valuation does not take into account the diminution in value attributable to the restrictions applicable to the shares. The number and value of the aggregate restricted stock holdings at the end of the last fiscal year for each of the current and former executive officers listed above were as follows: Robert W. Best, 100,000 shares with a value of $2,063,000; R. Earl Fischer, 5,900 shares with a value of $121,717; John P. Reddy, 3,000 shares with a value of $61,890; Wynn D. McGregor, 650 shares with a value of $13,410; Larry J. Dagley, -0- shares; and J. Charles Goodman, -0- shares. Dividends are paid on the restricted stock reported in the Table at the same rate they are paid on all of the Company's Common Stock.
(c) The total dollar value of perquisites and other personal benefits for the named executive officer was less than the reporting thresholds established by the Securities and Exchange Commission.
(d) This amount reflects the amount of Company matching contributions made during the last fiscal year to the named executive officer's account pursuant to the Company's ESOP and the amount of insurance premiums paid by the Company during the last fiscal year with respect to term life insurance for the benefit of the named executive officer. The amounts paid during the 2000 fiscal year for each named current executive officer were as follows: Robert W. Best, $6,400 in Company matching contributions made pursuant to the ESOP and $2,184 in term life insurance premiums; R. Earl Fischer, $7,101 in Company matching contributions made pursuant to the ESOP and $1,105 in term life insurance premiums; John P. Reddy, $8,154 in Company matching contributions made pursuant to the ESOP and $1,361 in term life insurance premiums and Wynn D. McGregor, $5,635 in Company matching contributions made pursuant to the ESOP and $944 in term life insurance premiums.
(e) Mr. Fischer became Senior Vice President, Utility Operations of the Company on May 1, 2000.
(f) After joining the Company on August 12, 1998, Mr. Reddy became Senior Vice President, Chief Financial Officer and Treasurer of the Company on April 26, 2000. Effective October 1, 2000, Mr. Reddy became Senior Vice President and Chief Financial Officer of the Company.
(g) Mr. Dagley became Executive Vice President and Chief Financial Officer of the Company on May 1, 1997 and resigned from that position with the Company effective May 3, 2000.
(h) The total of All Other Compensation paid to Mr. Dagley during the 2000 fiscal year consists of the following: (i) a payment of $1,100,000 pursuant to an agreement dated April 25, 2000 in settlement of all benefit rights and other claims arising out of Mr. Dagley's employment with the Company and resignation therefrom (ii) $5,579 in Company matching contributions made pursuant to the ESOP, and (iii) $1,872 in term life insurance premiums. Under the terms of the agreement, Mr. Dagley is also entitled to receive a payment of $2,000,000 should the Company experience a change of control as defined in the agreement prior to October 25, 2001. The Company also granted to Mr. Dagley immediate vesting of all options to purchase 30,000 shares of Common Stock previously granted to him at an exercise price of $24.41 per share at any time prior to October 25, 2002, removed all remaining restrictions on a total of 62,500 restricted shares of Common Stock, and provided continuation of medical and dental benefits for 18 months
(i) Other Annual Compensation paid to Mr. Dagley during the 1999 fiscal year included the purchase by the Company of a club membership in the amount of $99,072 (including an amount for federal income tax gross-up).
(j) Mr. Goodman resigned as Executive Vice President, Utility Operations of the Company effective June 30, 2000.
(k) Other Annual Compensation paid to Mr. Goodman during the 2000 fiscal year included payments under the Company's mini-med plan of $17,408 and payments for financial planning services of $12,000.
Stock Options. The following table provides information concerning options to purchase Common Stock of the Company under the Company's 1998 Long-Term Incentive Plan granted to the named current executive officers in the last fiscal year. The options have a term of ten years and may be exercised as follows: one-third after one year from the date of grant, another one-third after two years from the date of grant and the remaining one-third after three years from the date of grant.
Individual Grants
---------------------
Percent of Potential
Number of Total Realizable Value at
Securities Options/ Assumed Rates of
Underlying SARs Stock Price
Options/ Granted to Exercise Appreciation for
SARs Employees or Base Option Term(c)
Granted in Fiscal Price Expiration -------------------
Name (#)(a) Year ($/Sh)(b) Date 5% 10%
---- ---------- ---------- --------- ---------- -------- ----------
Robert W. Best.......... 50,000 12.8% $15.65 03-07-10 $492,110 $1,247,103
R. Earl Fischer......... 12,000 3.1% $15.65 03-07-10 $118,106 $ 299,305
20,000 5.1% $16.31 05-01-10 $205,145 $ 519,879
John P. Reddy........... 20,000 5.1% $15.65 03-07-10 $196,844 $ 498,841
20,000 5.1% $14.68 04-06-10 $184,643 $ 467,923
Wynn D. McGregor........ 12,000 3.1% $15.65 03-07-10 $118,106 $ 299,305
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(b) Exercise price is the fair market value per share of the shares as of the date of grant, as determined in accordance with the Company's 1998 Long- Term Incentive Plan.
(c) Potential realizable value is the amount that would be realized upon exercise by the named executive officer of the options immediately prior to the expiration of their respective terms, assuming the specified compound annual rates of appreciation on Common Stock over the respective terms of the options. These amounts represent assumed rates of appreciation only. Actual gains, if any, on stock option exercises depend on the future performance of the Company's common stock and overall market conditions. There can be no assurances that the potential values reflected in this table will be achieved.
Number of Securities
Shares Underlying Unexercised Value of Unexercised
Acquired Value Options/SARs at Fiscal In-The-Money Options/SARs
on Exercise Realized Year-End (#)(a) at Fiscal Year-End ($)(b)
Name (#) ($) Exercisable/Unexercisable Exercisable/Unexercisable
---- ----------- -------- ------------------------- -------------------------
Robert W. Best.......... -0- -0- 16,667/83,333 0/249,000
R. Earl Fischer......... -0- -0- 4,000/40,000 0/146,160
John P. Reddy........... -0- -0- 6,667/53,333 0/218,600
Wynn D. McGregor........ -0- -0- 4,000/20,000 0/59,760
Larry J. Dagley......... -0- -0- 30,000/0 0/0
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(b) Based on per share price for Common Stock of $20.63 per share. The price reflects the closing trading price on the New York Stock Exchange on September 29, 2000.
Retirement Plans. Until January 1, 1999, the executive officers listed in the Summary Compensation Table were covered by the Employees' Retirement Plan of Atmos Energy Corporation (the "Retirement Plan"), a defined benefit pension plan pursuant to which all participants automatically accrued pension credits after completing one year of service with the Company. Each of the executive officers listed in the Summary Compensation Table (other than Messrs. Dagley and Goodman) also participates in the Company's Supplemental Executive Benefits Plan or Performance-Based Supplemental Executive Benefits Plan (collectively, the "Supplemental Plan"), which provides retirement benefits (as well as supplemental disability and death benefits) to all officers and business unit presidents of the Company. A participant who has been an officer or business unit president for at least two years, has five years of vesting service under the Retirement Plan or a similar plan, and attained age 55 is entitled to a supplemental pension in an amount that, when added to his or her pension payable under the Retirement Plan or a similar plan, equals 50% to 100% of his compensation, subject to reductions for less than ten years of vesting service and for retirement prior to age 62.
Since January 1, 1999, the executive officers listed in the Summary Compensation Table have been covered by the Company's new Pension Account Plan, which covers all employees of the Company. Such executive officers had an opening account balance established for them as of January 1, 1999 equal to the then present value of their respective accrued benefits under the Retirement Plan as of December 31, 1998. The present value factor is based on average life expectancy, normal retirement age and a discount rate of seven percent. The Pension Account Plan will credit an allocation to each participant's account at the end of each year according to a formula based on his age, service and total pay (excluding incentive pay).
The following table illustrates the estimated combined annual benefits payable under the Pension Account Plan and the Supplemental Plan upon retirement at age 62 or later to persons in specified compensation categories and years-of-service classifications as determined in such person's last year of employment.
Years of Service
---------------------------------------
Remuneration 15 20 25 30 35
------------ ------- ------- ------- ------- -------
$ 125,000.............................. 93,750 93,750 93,750 93,750 93,750
150,000.............................. 112,500 112,500 112,500 112,500 112,500
175,000.............................. 131,250 131,250 131,250 131,250 131,250
200,000.............................. 150,000 150,000 150,000 150,000 150,000
225,000.............................. 168,750 168,750 168,750 168,750 168,750
250,000.............................. 187,500 187,500 187,500 187,500 187,500
300,000.............................. 225,000 225,000 225,000 225,000 225,000
350,000.............................. 262,500 262,500 262,500 262,500 262,500
400,000.............................. 300,000 300,000 300,000 300,000 300,000
450,000.............................. 337,500 337,500 337,500 337,500 337,500
500,000.............................. 375,000 375,000 375,000 375,000 375,000
600,000.............................. 450,000 450,000 450,000 450,000 450,000
700,000.............................. 525,000 525,000 525,000 525,000 525,000
800,000.............................. 600,000 600,000 600,000 600,000 600,000
900,000.............................. 675,000 675,000 675,000 675,000 675,000
1,000,000.............................. 750,000 750,000 750,000 750,000 750,000
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Each of the executive officers listed in the Summary Compensation Table (other than Messrs. Dagley and Goodman) has also entered into a Participation Agreement with the Company as required by the Supplemental Plan. The Supplemental Plan provides that the accrued benefits, as calculated pursuant to the plan, of each participant will vest in the event of (a) a termination of the participant's employment involuntarily by the Company for any reason other than "cause" or "disability" (i) following a "change of control" of the Company (as such term is defined in the plan), (ii) in anticipation of a "change in control" (whether or not a "change in control" ever occurs), or (iii) at the request of a party to a pending transaction that will constitute a "change in control", if and when the transaction is consummated, (b) a termination of the plan, (c) an amendment to the plan resulting in a decrease in the benefits otherwise payable to the participant; (d) a termination of the participant's employment for any reason other than "cause", or (e) a termination of the participant's participation in the plan for any reason other than "cause" prior to the participant's termination of employment. The approval of the United Cities merger by the shareholders on November 12, 1996 constituted a "change in control" as defined in the Supplemental Plan, and as a result, Messrs. Fischer and McGregor, who were participants in the Supplemental Plan as of November 12, 1996, are entitled to receive unreduced supplemental pension benefits commencing at age 55. The Participation Agreements set forth the specific rights of the participants to their accrued benefits upon the occurrence of the events described above and constitute enforceable contracts separate from the provisions of the Supplemental Plan.
The severance agreement for each such executive officer provides that if employment is terminated by the Company other than for "cause" (as defined in the agreement), retirement, death, or disability, or by the employee for other than "constructive termination" (as defined in the agreement), the Company will pay such executive officer a lump sum severance payment equal to 2.5 times such executive officer's total compensation, comprised of the annual base salary and "Average Bonus", as such term is defined in the agreement. If the total of such lump sum severance payment plus all other payments, distributions or benefits of any type made to or on behalf of the executive officer results in the imposition of the excise tax imposed by Section 4999 of the Internal Revenue Code, the lump sum severance payment will be increased in an amount required for the executive officer to pay any such excise taxes or any resulting income or other taxes due the Internal Revenue Service. In addition, such executive officer will be entitled to all rights and benefits, if any, provided under any other plan or agreement between him and the Company.
Each of the executive officers listed in the Summary Compensation Table (other than Messrs. Dagley and Goodman) also participates in the Company's Restricted Stock Grant Plan and has received, from time to time, awards of stock that are restricted with respect to their transferability. The restrictions lapse pursuant to a schedule established by the Board of Directors at the date of the grant. Notwithstanding any established schedule for the removal of restrictions, however, the restrictions are immediately removed in the event of the participant's death, disability, or retirement at normal retirement age (age 62) or in the event of a "change of control" (as defined in the plan) of the Company.
Human Resources Committee Interlocks and Insider Participation. The members of the Human Resources Committee during the last fiscal year were Messrs. Bain, Busbee, Garland, Koonce, Nichol and Quinn. There are no interlocking relationships between any executive officer of the Company and any other company.
THE ROLE OF THE COMMITTEE. The Human Resources Committee of the Board of Directors is charged with the responsibility of providing oversight and direction with respect to the compensation programs and employee benefit plans of the Company. All members of the Committee are non-employee directors who serve on the Board of Directors. Specific duties and responsibilities of the Committee include:
. The establishment and oversight of the Company's executive compensation policy and strategy.
. Development of recommendations to the Board of Directors regarding the pay of Company officers and of the CEO's compensation.
. Development of recommendations to the Board of Directors regarding performance targets and criteria underlying the Company's various incentive compensation plans and approval of such targets and criteria with respect to the Company's incentive compensation plans subject to Section 162(m) of the Internal Revenue Code.
. Interaction with outside advisors and consultants regarding the Company's current compensation and benefit plans as well as periodic assessments of the competitive marketplace, emerging trends and legislative developments, and best practices employed by other corporations.
. Review and determination, for recommendation to the Board of Directors, of the Company's program for providing compensation to non-employee directors.
. Assurance that the Company's compensation program for the CEO and other officers is aligned with the Company's overall business strategy and focuses upon the creation of value for the Company's shareholders.
This report has been prepared by the Committee immediately following the meeting of the Committee on October 24, 2000, at which time the Committee determined not to pay bonus awards for the most recent performance year, established new incentive targets and performance measures for the 2001 performance year, reviewed salary recommendations for all officers and business unit presidents, and conducted other matters consistent with the Committee's charter.
COMPENSATION STRATEGY. The Company's approach to compensation for all employees is based upon the tenets of "total rewards." Total rewards is a comprehensive approach to compensation and benefits which emphasizes the importance of the entire rewards package of the Company: base salary, incentive compensation, employee benefits, training and development opportunities, and the corporate environment.
. The Company's executive compensation strategy should be aligned with the Company's overall business strategy of focusing upon growth opportunities in both regulated and nonregulated business sectors, seeking ongoing improvements in operating efficiencies and service levels, and preparing for a more competitive environment in a consolidating industry.
. Overall pay targets should reflect the Company's intent to pay executive base salaries at the 50th percentile of the competitive market practice with targeted total cash and targeted total direct compensation to be paid at the 75th percentile of competitive market practice if performance targets are reached.
. Key executives who are charged with the responsibility for establishing and executing the Company's business strategy should have incentive compensation opportunities that are aligned with the creation of shareholder value.
. Stock ownership is an important component for ensuring that executives' interests are aligned with shareholders.
. To facilitate stock ownership for executives, the Company should provide stock options and other stock-based incentive vehicles that focus on shareholder value creation.
. Incentive compensation opportunities should have significant upside potential with commensurate downside risk.
. The Company's compensation strategy should place a greater emphasis upon stock options and related long-term incentive opportunities, with limited emphasis upon special benefits and perquisites.
. The incentive compensation plans of the Company, to the extent that it is practical and consistent with the overall corporate business strategy, should comply with Section 162(m) of the Internal Revenue Code so that the Company can take the full tax deduction for executive compensation.
STRATEGY FOR NON-EMPLOYEE DIRECTOR COMPENSATION. The Committee has worked closely with the management consulting firm of Towers Perrin to ensure that the compensation program for non-employee directors serving on the Board of Directors is competitive and reflective of current best practices in the marketplace. In 1999, the Company's shareholders approved the adoption of the Equity Incentive and Deferred Compensation Plan for Non-Employee Directors. Subsequent to that approval, all current non-employee directors have voluntarily elected to participate in this new plan and to cease their participation in the Company's Retirement Plan for Non-Employee Directors.
ASSESSMENT OF COMPETITIVE PRACTICES. The Committee regularly evaluates competitive compensation data provided by management consultants to ensure that the Company's pay policy and practices are aligned with the competitive marketplace. Over the course of the past 12 months, the Committee reviewed on three occasions competitive compensation levels from numerous survey sources and analyses provided by Towers Perrin. These sources of competitive compensation data included:
. A review of the total direct compensation of the five highest paid executives for a select peer group of 17 gas utility companies which have annual revenues and market capitalizations comparable to the Company.
. Published survey data of the utility industry provided by the Executive Compensation Service.
. Published and private survey data of both the utility industry and general industry provided by Towers Perrin.
These survey sources provide a comprehensive review of national compensation practices as well as selected companies that compete in specific geographic markets in which the Company participates. The organizations participating in these surveys are different from some of the companies that appear in the performance graph displayed below. Specific job comparisons and access to market data for companies included in the performance graph are not readily available to the Committee.
For the most recently completed fiscal year, the Company's executive compensation program was comprised of base salary, annual incentive compensation, and long-term incentive compensation in the form of stock options. The following paragraphs discuss each of these program components.
BASE SALARY. All positions in the Company, including executive positions, have been assigned to formal salary grades and ranges. Positions are compared on the basis of job content to similar positions in companies of comparable revenue size and market capitalization to the Company. Salary ranges for all positions are reviewed on an annual basis, and proposed salary ranges are presented to the Committee for its review and consideration each year in October. The midpoint of each salary range is designed to approximate the 50th percentile of base salaries of comparable companies in the marketplace, as defined above.
Each year, the Chief Executive Officer and senior officers of the Company provide the Committee with an oral presentation discussing the performance and contributions of each executive. The Company uses a performance evaluation process that considers individual goals and areas of accountability. The individual executive's salary increase is based upon his or her performance rating and the overall salary increase budget and guidelines established by the Company for the year.
ANNUAL INCENTIVE COMPENSATION. The Company's corporate officers, business unit presidents, and direct reports to the officers and business unit presidents, participate in the Annual Incentive Plan for Management (the "Incentive Plan"). The Incentive Plan, which has been designed to comply with Section 162(m) of the Internal Revenue Code, considers both financial and operational quantitative measurements of performance at both the corporate and business unit levels. Each participant in the plan has a stated target annual incentive award opportunity stated as a percentage of base salary, with such target opportunities ranging from 10 percent to 60 percent of the participant's respective base salary. Awards pursuant to the Incentive Plan are typically paid in cash. However, subject to the terms of the Plan and the approval of the Committee, the participant may make a voluntary election to convert his award to Company bonus stock, restricted shares or stock options. Such voluntary elections must be made by a participant prior to the beginning of the Performance Period as defined in the Plan.
For fiscal year 2000, the Company failed to reach the minimum financial performance threshold for purposes of funding the Incentive Plan. As such, no incentive awards or bonuses were earned or paid to any Company employees for 2000 performance, including the proxy-named executives. The Company's failure to reach the threshold level of financial performance also resulted in the Company's failure to fund a special incentive plan developed for all employees (eligible participants are those who do not participate in the Incentive Plan).
LONG-TERM INCENTIVE COMPENSATION. The Company currently grants long-term awards in the form of both time-lapse restricted stock and nonqualified stock options. The Committee believes that restricted shares allow key executives to share fully in the interests of all shareholders by having the executive receive voting rights and dividends applicable to the restricted shares that have been granted. In addition, the Company grants stock options to key executives. All stock options are granted at fair market value on the date of grant and have a term of ten years. Executives will only realize value from their stock options should the share price appreciate above the grant price on the date such option shares were granted. The Committee believes that stock options further parallel the interests of executives with the interests of other shareholders by focusing upon shareholder value.
During the 2000 fiscal year, the Company granted only nonqualified stock options to a select number of key executives and officers. The Company has adopted share ownership guidelines for key officers; the guidelines are voluntary and should be achieved by each officer over the course of five years. The Committee strongly advocates executive share ownership as a means by which to better align executive interests with those of all shareholders. The Chief Executive Officer has a guideline to reach a share ownership position of five times his base salary over the course of the five years. Other officer positions have share ownership guidelines ranging from 1.0 to 2.5 times the officer's base salary.
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER. The Committee has awarded Mr. Robert W. Best, Chairman of the Board, President and Chief Executive Officer of the Company, a base salary of $580,000 for 2001. Mr. Best's base salary was $555,000 in 1999 and 2000. The increase in base salary awarded to Mr. Best by the Committee is in recognition of both the Company and individual performance achieved in 2000, especially his achievements in leading the Company in the acquisition of the Missouri assets of Associated Natural Gas from a subsidiary of Southwestern Energy Company, as well as the announcements of the acquisitions of the assets of the Louisiana Gas Services division of Citizens Communications Company, and the remaining 55 percent interest in Woodward Marketing, LLC that the Company does not already own. In addition, Mr. Best guided the Company during the implementation of its numerous technology initiatives that will position the Company for further growth as well as the approvals of new rate structures in several states that should help mitigate the impact of warm weather on the Company's businesses. Mr. Best will not earn an annual incentive award under the Incentive Plan for the 2000 fiscal year because the Company's performance did not meet the minimum financial performance threshold during fiscal year 2000, thereby negating any payouts for participants pursuant to the Incentive Plan. Mr. Best received a grant of 50,000 nonqualified stock options during fiscal year 2000, which is consistent with the grants awarded to other Company key executives and with the Company's past practices. The nonqualified stock option grant awarded to Mr. Best in fiscal year 2000 was in recognition of Mr. Best's contributions to the overall performance and success of the Company during the year.
1995 1996 1997 1998 1999 2000
Atmos Energy Corporation $100 $126 $140 $167 $147 $133
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S&P 500 Composite Index $100 $120 $169 $184 $236 $267
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Comparison Company Index $100 $124 $144 $152 $160 $182
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* Assumes a $100 investment on September 30, 1995, and reinvestment of dividends.
Our Committee has reviewed and discussed the audited financial statements of the Company for the year ended September 30, 2000 (the "Audited Financial Statements"). In addition, we have discussed with Ernst & Young LLP, the independent auditing firm for the Company, the matters required by Codification of Statements on Auditing Standards No. 61.
The Committee also has received the written disclosures and the letter from Ernst & Young LLP required by Independence Standards Board Standard No. 1, and we have discussed with that firm its independence from the Company. We also have discussed with management of the Company and the auditing firm such other matters and received such assurances from them as we deemed appropriate.
Based on the foregoing review and discussions and relying thereon, we have recommended to the Company's Board of Directors the inclusion of the Audited Financial Statements in the Company's Annual Report for the year ended September 30, 2000 on Form 10-K.
Upon the recommendation of the Audit Committee, the Board of Directors selected Ernst & Young LLP to continue as the Company's auditors for the fiscal year ending September 30, 2001. The firm of Ernst & Young LLP and its predecessors have been the independent auditors of the Company since the Company's incorporation in 1983. It is expected that representatives of Ernst & Young LLP will be present at the Annual Meeting. The representatives will have the opportunity to make a statement if they desire to do so and are expected to be available to respond to appropriate questions.
Other Business
The Company does not know of any other business that may come before the Annual Meeting. However, if any other matters are properly brought before the meeting by the management or any shareholder, it is the intention of each person named in the accompanying proxy to vote such proxy in accordance with his judgment on such matters. The enclosed proxy confers discretionary authority to take action with respect to any additional matters that may come before the meeting.
Shareholder Proposals
In the event a shareholder intends to present a proposal at the Annual Meeting of Shareholders on February 14, 2001, he or she must be a shareholder of record on the Record Date, December 18, 2000, who shall continue to be entitled to vote at the Annual Meeting and who mails a notice of such proposal so that it is received at the principal executive offices of the Company by January 7, 2001. In the event a shareholder intends to present a proposal at the Year 2002 Annual Meeting of Shareholders, in order for such proposal to be included in the Company's Proxy Statement relating to such meeting, it must be received at the principal executive offices of the Company no later than August 31, 2001.
By Order of the Board of Directors,
Dallas, Texas
December 28, 2000
Purpose:
The Audit Committee will serve as the focal point for communication among the Board of Directors, the Company's independent auditors, the Company's internal auditors, and management regarding the financial reporting standards, practices and controls of the Company. It is the function of the Audit Committee to satisfy itself and the Board of Directors of the integrity of the Company's financial information, the adequacy of public disclosure with respect thereto, that proper financial reporting is undertaken, that satisfactory internal controls are maintained and of the appropriateness of the audit process. In addition to carrying out its specific duties as set out herein, the Audit Committee may be requested by the Board of Directors to investigate any activity of the Company.
Powers and Duties:
A. The Audit Committee shall have the powers to perform the following duties, as well as performing any additional duties as may be directed by the Board of Directors from time to time:
. To provide an open avenue of communications between management, the independent and internal auditors, and the Board of Directors.
. To recommend to the Board of Directors the selection of the independent auditors of the Company, which firm is ultimately accountable to the Board of Directors and Audit Committee of the Company.
. To approve the fees associated with recurring attestation engagements.
. To review at least annually the scope and general extent of the audit approach utilized by the independent auditors.
. To meet at least annually with the independent auditors, the Company's financial officers, and the Company's internal auditors to receive the auditors' comments on their findings after the conclusion of the audit and to hear management's responses to the report of the auditors, to review the auditors' comments on the Company's financial statements, including the judgment of the auditors about the quality of the application of accounting principles, the reasonableness of significant judgments and the clarity of disclosures by the Company in its financial statements, and to receive such other information relating to such matters and the Company's operations as the Audit Committee deems appropriate.
. To receive from the independent auditors, at least annually, a formal written statement delineating all relationships between the auditors and the Company and to investigate any disclosed relationships or services that could possibly impact the objectivity and independence of the independent auditors, including, if necessary, recommending to the Board of Directors that it take appropriate action to satisfy itself of the independence of the independent auditors.
. To review, or designate the Chairman of the Audit Committee to review, interim financial statements with management and the independent auditors prior to the filing of the Company's quarterly report on Form 10-Q and discuss the results of the quarterly review by the independent auditors and any other matters required to be communicated by the auditors under generally accepted auditing standards.
. To review at least annually the operation of the Internal Audit Department.
. To review the scope of the joint independent/internal audit program (including adequacy of internal accounting controls) with both independent and internal auditors at least annually.
. To review, with the advice of the independent auditors, the impact of recent and prospective opinions of the Financial Accounting Standards Board and SEC on the Company's financial statements.
. To report to the Board of Directors and to make such recommendations with respect to the reports of the independent auditors and management as the Audit Committee deems necessary or appropriate.
. To oversee investigations into the improper use of the assets of the Company.
B. The power and authority of the Audit Committee is subject to the provisions of the Texas Business Corporation Act, the Virginia Stock Corporation Act, and the Company's Articles of Incorporation and Bylaws.
Membership:
A. The Audit Committee shall be comprised of three to six members of the Board of Directors, who are independent of the management of the Company, as appointed by the full Board by resolution. The Audit Committee and its Chairman shall be appointed annually by the Board.
B. Vacancies in the membership of the Audit Committee shall be filled by the Board of Directors.
A. The Audit Committee shall meet as required, upon the call of the Chairman of the Audit Committee. A majority of the Audit Committee members shall constitute a quorum for the transaction of business.
B. The Audit Committee shall keep regular minutes of its meetings and shall report its actions to the full Board at the next Board meeting. The Secretary of the Board of Directors will serve as Secretary for the Audit Committee.
. The Company entered into two agreements that will significantly increase the size of the Company's utility operations: the purchase of the Missouri natural gas distribution properties of Associated Natural Gas, which upon closing in May 2000 added about 48,000 customers and an agreement in April 2000 to purchase the assets of the Louisiana Gas Service Company division of Citizens Communications Company, which will add about 276,000 customers when closed in fiscal 2001.
. The Company took steps to increase the size and scope of its non-utility operations: in August 2000, the Company entered into an agreement to acquire the remaining 55% equity interest in Woodward Marketing, LLC, a natural gas services company. Also in August 2000, the Company merged its propane operations with those of three other gas utilities to create US Propane, which then merged into Heritage Propane Partners, L.P., the fifth largest retail propane marketer in the nation, of which the Company indirectly owns a 6.5% equity interest.
. The Company saw success in its rate and regulatory strategy through the approval of aggregate annual increases in sales of over $12 million as well as the mitigation of the adverse impact of warmer than normal weather on its financial performance as a result of the purchase of weather hedges in Texas and Louisiana and the approval of weather-normalized rates in several jurisdictions.
Proxy Solicited on Behalf of the Board of Directors of the Company for Annual Meeting, February 14, 2001
The undersigned hereby constitutes and appoints Robert W. Best, Dan Busbee, Charles K. Vaughan and each of them, his or her true and lawful agents and proxies, with full power of substitution in each, to represent the undersigned at the Annual Meeting of Shareholders of ATMOS ENERGY CORPORATION, to be held at the Lafayette Hilton & Towers, 1521 Pinhook Road, Lafayette, Louisiana 70503, on Wednesday, February 14, 2001, at 11:00 a.m. Central Standard Time, and at any postponements or adjournment thereof, on all matters coming before said meeting.
You are encouraged to specify your choice by marking the appropriate box, SEE REVERSE SIDE, but you need not mark any box if you wish to vote in accordance with the Board of Directors' recommendations. The proxies cannot vote your shares unless you sign and return this card.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN AND AUTHORIZES THE PROXIES TO TAKE ACTION IN THEIR DISCRETION UPON OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES FOR DIRECTOR.
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SEE REVERSE SEE REVERSE
SIDE SIDE
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[ATMOS LETTERHEAD] YOUR VOTE IS IMPORTANT.
Regardless of whether you plan to attend the Annual Meeting of Shareholders, you can be sure your shares are represented at the meeting by promptly returning your proxy in the enclosed envelope. If you wish to change your address, please mark the box below, vote and return your proxy by mail.
[ X ] Please mark
votes as in
this example.
The Board of Directors recommends a vote FOR the election of all nominees for director.
1. Nominees for Director:
Class III: (01) Robert W. Best, (02) Thomas J. Garland,
(03) Phillip E. Nichol, and (04) Charles K. Vaughan
FOR WITHHELD ALL [ ] [ ] FROM ALL NOMINEES NOMINEES |
[ ]
Please sign exactly as your name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee, or guardian, please give full title as such.
Signature Date Signature Date