Filed pursuant to Rule 424(b)(3)
SEC File No. 333-03339
PROSPECTUS
ATMOS ENERGY CORPORATION
313,411 SHARES
COMMON STOCK
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Shares (the "Shares") of the common stock, no par value (the "Common
Stock"), of Atmos Energy Corporation, a Texas corporation ("Atmos" or the
"Company"), may be offered from time to time by a shareholder of the Company
(the "Selling Shareholder") at such prices and upon such terms as are determined
in light of market conditions at the time of sale. The Company will not receive
any proceeds from the sale of Shares hereunder.
The Selling Shareholder acquired the Shares in connection with a
reorganization and merger transaction consummated on November 29, 1995, pursuant
to which Atmos acquired Oceana Heights Gas Company, a Texas corporation ("Oceana
Heights"). The Company issued the Shares to the Selling Shareholder pursuant to
an exemption from the registration requirements of the Securities Act of 1933,
as amended (the "Securities Act"). The purpose of this offering is to register
the Shares for public sale by the Selling Shareholder and his pledgees, donees
or transferees, if any. See "The Merger."
The sale, transfer or distribution of the Shares by the Selling
Shareholder, or by his pledgees, donees, transferees or other successors in
interest, if any, may be effected from time to time on the New York Stock
Exchange or in the over-the-counter market or through brokers, agents, dealers
or underwriters, in one or more transactions, in negotiated transactions, or
otherwise, at market prices prevailing at the time of sale or at negotiated
prices. In addition, any offered Shares that qualify for sale pursuant to Rule
144 or Rule 145 under the Securities Act may be sold under either of such rules
rather than pursuant to this Prospectus. To the extent required, the specific
Shares to be sold, the purchase price, the public offering price, the name of
any such brokers, agents, dealers or underwriters, and any applicable commission
or discount with respect to a particular offer will be set forth in an
accompanying Prospectus Supplement. See "Plan of Distribution."
Upon any sale of the Common Stock offered hereby, the Selling Shareholder
and participating agents, brokers and dealers may be deemed to be underwriters,
as that term is defined in the Securities Act, and commissions or discounts or
any profit realized on the resale of such securities purchased by them may be
deemed to be underwriting commissions or discounts under the Securities Act.
The Common Stock is traded on the New York Stock Exchange under the symbol
"ATO." On November 13, 1996, the last reported sale price for the Company's
Common Stock on the New York Stock Exchange was $22.75 per share.
Subject to certain limitations, all expenses of registration incurred in
connection with this offering are being borne by Atmos, and all selling and
other expenses incurred by the Selling Shareholder will be borne by the Selling
Shareholder.
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS,
OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, IN CONNECTION WITH THE OFFERING
DESCRIBED HEREIN, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY ATMOS. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, NOR
SHALL THERE BE ANY SALE OF THESE SECURITIES BY ANY PERSON IN ANY JURISDICTION IN
WHICH IT IS UNLAWFUL FOR SUCH PERSON TO MAKE SUCH OFFER, SOLICITATION OR SALE.
NEITHER THE DELIVERY OF THIS PROSPECTUS, NOR ANY SALE MADE HEREUNDER, SHALL
UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION THAT THE INFORMATION CONTAINED
HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR BY ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
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The date of this Prospectus is November 14, 1996.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"), which may be inspected
and copied at the public reference facilities maintained by the Commission at
Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and
at the following regional offices of the Commission: New York Office (7 World
Trade Center, Suite 1300, New York, New York 10048) and Chicago Office (500 W.
Madison St., Suite 1400, Chicago, Illinois 60661-2511). Copies of such materials
also can be obtained from the Public Reference Section of the Commission at
Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, at
prescribed rates. Additionally, copies of reports, proxy statements and other
information filed with the Commission electronically by the Company may be
inspected by accessing the Commission's Internet site at http://www.sec.gov.
The Company's securities are listed on the New York Stock Exchange, and
reports, proxy statements and other information concerning the Company can be
inspected at the offices of the New York Stock Exchange, 20 Broad Street, New
York, New York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have heretofore been filed by the Company
(File No. 1-10042) with the Commission pursuant to the Exchange Act, are
incorporated herein by reference and are deemed to be a part hereof:
(a) Annual Report on Form 10-K for the fiscal year ended
September 30, 1996.
(b) A description of the capital stock of the Company contained in
the prospectus filed pursuant to Rule 424 under the Securities Act as
contained in the registration statement on Form S-4 bearing Commission
registration number 33-67098, filed with the Commission on August 9, 1993,
including any amendment or report filed by the Company under the Exchange
Act for the purpose of updating such prospectus.
(c) Current Report on Form 8-K dated July 19, 1996.
(d) Current Report on Form 8-K dated November 2, 1996.
(e) Current Report on Form 8-K dated November 13, 1996.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the Common Stock offered hereby shall be
deemed to be incorporated by reference in this Prospectus and to be a part
hereof from the date of filing such documents. Any statement contained herein or
in a document incorporated or deemed to be incorporated by reference herein
shall be modified or superseded, for purposes of this Prospectus, to the extent
that a statement contained herein (or in any subsequently filed document which
is deemed to be incorporated by reference herein) modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon the written or oral request of any such person, a
copy of any or all of the foregoing documents incorporated herein by reference
(other than exhibits to such documents). Such requests should be directed to:
Atmos Energy Corporation, 1800 Three Lincoln Centre, 5430 LBJ Freeway, Dallas,
Texas 75240, Attention: Investor Relations, (800) 38-ATMOS (382-8667).
2
THE COMPANY
Atmos Energy Corporation is the issuer of the Common Stock referred to
herein. The Company's principal executive office is located at 1800 Three
Lincoln Centre, 5430 LBJ Freeway, Dallas, Texas 75240, and its telephone number
is (972) 934-9227.
The Company is primarily engaged in the distribution and sale of natural
gas to approximately 673,000 residential, commercial, industrial, agricultural,
and other customers in over 400 cities, towns and communities in parts of Texas,
Kentucky, Colorado, Kansas, Missouri, and Louisiana.
RECENT DEVELOPMENTS
On July 19, 1996, the Company entered into an Agreement and Plan of
Reorganization with United Cities Gas Company, an Illinois and Virginia
corporation ("United Cities"), pursuant to which United Cities will be merged
with and into the Company, with the Company as the surviving corporation. The
merger is intended to be a tax-free reorganization and to be accounted for as a
pooling of interests. In the merger, each share of common stock, no par value,
of United Cities outstanding immediately prior to the consummation of the merger
(other than shares held by United Cities shareholders who properly exercise, and
do not subsequently lose, their statutory dissenters' rights) will be converted
into the right to receive one share of the Company's Common Stock. The shares of
the Company's Common Stock to be issued in the merger will represent
approximately 45% of the total outstanding shares of the Company's Common Stock
after the merger. Further information relating to the merger is contained in a
Joint Proxy Statement/Prospectus dated October 4, 1996, which is incorporated
herein by reference from the Company's Current Report on Form 8-K dated November
13, 1996, and in the Company's Current Report on Form 8-K dated November 2,
1996, which is also incorporated by reference herein.
USE OF PROCEEDS
The Selling Shareholder will receive all of the net proceeds from the
offering of the Shares hereby (the "Offering"). The Company will not receive
any proceeds from the Offering. The Company will pay certain fees and expenses
(other than underwriters', brokers' or dealers' discounts or commissions) of the
Selling Shareholder incurred in connection with the Offering.
THE OCEANA HEIGHTS MERGER
Atmos acquired Oceana Heights, a company engaged in the distribution and
sale of natural gas to approximately 9,700 customers in southern Louisiana, in
connection with that certain Agreement and Plan of Reorganization (the
"Reorganization Agreement"), dated October 17, 1995, among Atmos, a wholly-owned
subsidiary of Atmos ("Acquisition"), Oceana Heights and the Selling Shareholder,
pursuant to which Oceana Heights was merged with and into Acquisition and
Acquisition was subsequently merged with and into Atmos (together, the "Merger")
in a tax-free transaction accounted for as a pooling-of-interests. The Merger
was consummated on November 29, 1995. In connection with the Merger, Atmos
issued the Shares to the Selling Shareholder without registration pursuant to
the exemption set forth in Section 4(2) of the Securities Act and Regulation D
thereunder.
The terms of the Reorganization Agreement provide for Atmos to file a shelf
registration statement (the "Shelf Registration Statement") covering the Shares.
The registration statement of which this Prospectus is a part constitutes the
Shelf Registration Statement. Subject to certain exceptions, the Company has
agreed to use its best efforts to maintain the effectiveness of the Shelf
Registration Statement until the earlier of (i) the second anniversary of the
effective date of the Shelf Registration Statement, or (ii) November 29, 1998.
Pursuant to the Reorganization Agreement, and in connection with the Shelf
Registration Statement, the Company has agreed to indemnify the Selling
Shareholder against certain liabilities arising under the Securities Act, and
the Selling Shareholder has agreed to indemnify the Company, each of its
directors, each of its officers who has signed the Shelf Registration Statement,
each underwriter (including any broker or dealer through whom Shares may be
sold), and each person who controls Atmos or any such person within the meaning
of Section 15 of the Securities Act, against certain liabilities arising under
the Securities Act.
3
Pursuant to the Reorganization Agreement, Atmos may (i) postpone the
preparation and filing of a prospectus supplement to this Prospectus by not more
than 120 days if its board of directors determines in good faith that such
filing would interfere with any material financing, acquisition, corporate
reorganization or other material transaction or would adversely affect an
offering by Atmos; and (ii) withdraw the Shelf Registration Statement no earlier
than ten business days before Atmos files a registration statement relating to
an underwritten public offering of its equity securities, provided that
following such withdrawal, Atmos shall, upon the expiration of 120 days
following the effective date of such registration statement, or immediately
following the abandonment of such offering, prepare and file a new shelf
registration statement with respect to any unsold Shares previously covered by
the Shelf Registration Statement.
By letter dated March 1, 1996, the Selling Shareholder notified Atmos of
his request that the Company register the Shares in accordance with the terms of
the Reorganization Agreement. By resolution adopted on July 19, 1996, the Board
of Directors of Atmos determined that the registration of the Shares be
postponed in accordance with the terms of the Reorganization Agreement.
SELLING SHAREHOLDER
The following table sets forth certain information as of November 1, 1996
with respect to the beneficial ownership of the Common Stock by the Selling
Shareholder. The Selling Shareholder may offer all or a portion of the Shares
from time to time pursuant to the Shelf Registration Statement. The number of
Shares to be offered for the Selling Shareholder's account at any particular
time, and the amount and percentage of the Common Stock to be owned by the
Selling Shareholder after completion of any such offering, will be set forth in
a Prospectus Supplement, if required, at such time. There can be no assurance
that the Selling Shareholder will sell any or all of the Shares offered by him
hereunder.
The Selling Shareholder does not hold, and during the last three years has
not held, any position, office or other material relationship with the Company
or any affiliate of the Company. The Company leases an office building in
Thibodaux, Louisiana from the Selling Shareholder at a market rate.
Name of Selling Shareholder Beneficial Ownership Prior to Offering
- --------------------------- --------------------------------------
Percentage of Outstanding
Shares Shares
------ ------
Robert H. Meyer............ 313,411 2.0%
108 Menard Place
Thibodaux, Louisiana
4
PLAN OF DISTRIBUTION
The Shares may be sold from time to time by the Selling Shareholder or by
his pledgees, donees, transferees or other successors in interest (each, a
"Donee"), if any. The Shares may be offered and sold directly to purchasers or
through underwriters, brokers, dealers or agents, who may receive compensation
in the form of underwriting discounts, concessions or commissions from the
Selling Shareholder or a Donee selling as principal and/or the purchasers of the
Shares for whom they may act as agent. The Shares may be sold from time to time
in one or more transactions (which may involve crosses and block transactions)
on the New York Stock Exchange, on any other stock exchanges on which the Shares
are admitted for trading, pursuant to and in accordance with the rules of such
exchange or exchanges, in the over-the-counter market, in negotiated
transactions or otherwise, at a fixed offering price, which may be changed, at
varying prices determined at the time of sale, or at negotiated prices. The
Selling Shareholder or any Donee may effect such transactions by selling Shares
to or through securities broker-dealers, and such broker-dealers may receive
compensation in the form of underwriting discounts, concessions or commissions
from the Selling Shareholder or any Donee and/or purchasers of Shares for whom
such broker-dealers may act as agent or to whom they sell as principal, or both
(which compensation as to a particular broker-dealer might be in excess of
customary commissions).
If any broker-dealer purchases the Shares as principal it may effect
resales of the Shares from time to time to or through other broker-dealers, and
the other broker-dealers may receive compensation in the form of concessions or
commissions from the principals and/or the purchasers of the Shares for whom
they may act as agents. The Selling Shareholder, any Donee and any underwriter,
dealer or agent that participates in the distribution of the Shares may be
deemed an underwriter under the Securities Act, and any profit on the sale of
the Shares by him and any discounts, commissions, concessions or other
compensation received by any such underwriter, dealer or agent may be deemed to
be underwriting discounts and commissions under the Securities Act.
Atmos has advised the Selling Shareholder that the anti-manipulative Rules
10b-6 and 10b-7 under the Exchange Act may apply to his sales in the market, has
furnished the Selling Shareholder with a copy of these Rules and has informed
him of the need for delivery of copies of this Prospectus. The Selling
Shareholder or any Donee may indemnify any broker-dealer that participates in
transactions involving the sale of the Shares against certain liabilities,
including liabilities arising under the Securities Act.
Upon notification by the Selling Shareholder to Atmos that any material
arrangement has been entered into for the sale of Shares, to the extent
required, a Prospectus Supplement will be distributed that will set forth the
number of shares of Common Stock being offered and the terms of the offering,
including the name or names of any underwriters, brokers, dealers or agents
(whether such party is acting as a principal or as agent for the Selling
Shareholder), any discounts, commissions, concessions and other items
constituting compensation from the Selling Shareholder and any discounts,
commissions or concessions allowed or re-allowed or paid to dealers.
5
In addition, any Shares that qualify for sale pursuant to Rule 144 or Rule
145 under the Securities Act may be sold under either of such rules rather than
pursuant to this Prospectus.
To comply with securities law of certain states, if applicable, the Shares
will be sold in such states only through registered or licensed brokers or
dealers. In addition, in certain states the Shares may not be sold unless they
have been registered or qualified for sale in such states or an exemption from
registration or qualification is available.
Subject to certain exceptions, the Company will pay all of the expenses
incident to the offering and sale of the Shares to the public other than the
fees and expenses (including underwriting fees and selling commissions) of the
Selling Shareholder. In the event any Prospectus Supplements to this Prospectus
are required to be filed, the Company will pay the expenses for the first such
Prospectus Supplement and the Selling Shareholder will pay the expenses for any
subsequent Prospectus Supplement.
There can be no assurance that the Selling Shareholder or any Donee will
sell any or all of the Shares offered hereby.
LEGAL OPINION
The validity of the Shares offered hereby will be passed upon for Atmos by
the law firm of Locke Purnell Rain Harrell (A Professional Corporation), Dallas,
Texas. Dan Busbee, a director of Atmos, is a shareholder of Locke Purnell Rain
Harrell (A Professional Corporation). As of November 1, 1996, Mr. Busbee was
the beneficial owner of approximately 3,071 shares of the Common Stock.
EXPERTS
The consolidated financial statements of Atmos Energy Corporation appearing
in its Annual Report on Form 10-K for the year ended September 30, 1996, have
been audited by Ernst & Young LLP, independent auditors, as set forth in their
report thereon included therein and incorporated herein by reference. Such
consolidated financial statements are incorporated herein by reference in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.
6
[back cover page of prospectus]
No dealer, salesperson or other person has been authorized to give any
information to or make any representations other than those contained in this
Prospectus in connection with this Offering and, if given or made, such
information or representation must not be relied upon as having been authorized
by the Company or any underwriter. This Prospectus does not constitute an offer
to sell, or solicitation of any offer to buy, any of the securities offered
hereby in any jurisdiction to any person to whom it is unlawful to make such
offer in such jurisdiction. Neither the delivery of this Prospectus nor any sale
made hereunder shall, under any circumstances, create any implication that the
information herein is correct as of any time subsequent to the date hereof or
that there has been no change in the affairs of the Company since such date.
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TABLE OF CONTENTS
Available Information...... 2
Incorporation of Certain
Documents By Reference... 2
The Company................ 3
Recent Developments ....... 3
Use of Proceeds............ 3
The Oceana Heights Merger.. 3
Selling Shareholder........ 4
Plan of Distribution....... 5
Legal Opinion.............. 6
Experts.................... 6
313,411 SHARES
ATMOS ENERGY CORPORATION
COMMON STOCK
(NO PAR VALUE)
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