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FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
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Commission File Number 33-57687
ATMOS ENERGY CORPORATION EMPLOYEE STOCK
OWNERSHIP PLAN AND TRUST
(Full title of the plan and the address of the
plan, if different from that of the issuer named below)
ATMOS ENERGY CORPORATION
Three Lincoln Centre, Suite 1800
5430 LBJ Freeway
Dallas, Texas 75240
(Name of issuer of the securities held
pursuant to the plan and the
address of its principal executive office)
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ATMOS ENERGY CORPORATION EMPLOYEE STOCK
OWNERSHIP PLAN AND TRUST
FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULES
AS OF DECEMBER 31, 2000 AND 1999
AND FOR THE YEAR ENDED DECEMBER 31, 2000
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CONTENTS
Page
Number
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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
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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.
ERNST & YOUNG LLP
Dallas, Texas
June 5, 2001
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ATMOS ENERGY CORPORATION EMPLOYEE STOCK
OWNERSHIP PLAN AND TRUST
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31
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2000 1999
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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
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Total investments 88,534,325 71,546,732
Receivables:
Participant contributions 298,216 300,911
Company contributions 169,782 163,018
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Total receivables 467,998 463,929
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Net assets available for benefits $89,002,323 $72,010,661
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See accompanying notes
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ATMOS ENERGY CORPORATION EMPLOYEE STOCK
OWNERSHIP PLAN AND TRUST
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year ended December 31, 2000
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
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11,765,759
Contributions:
Participants 5,431,966
Company 2,932,587
Rollovers 28,770
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8,393,323
Transfers into the Plan 3,496,453
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Total additions 23,655,535
DEDUCTIONS
Distributions to participants 6,651,174
Administrative expenses 12,699
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Total deductions 6,663,873
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Net increase 16,991,662
Net assets available for benefits, at beginning of year 72,010,661
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Net assets available for benefits, at end of year $89,002,323
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See accompanying notes
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ATMOS ENERGY CORPORATION EMPLOYEE STOCK
OWNERSHIP PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
December 31, 2000
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.
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1. Description of the Plan (continued)
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.
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1. Description of the Plan (continued)
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.
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1. Description of the Plan (continued)
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.
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3. Administration of the Plan and Plan Assets
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
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2000 1999
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Investments:
Atmos Energy Corporation Common
Stock $50,774,246 $38,166,089
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Year ended
December 31,
2000
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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
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$ 12,608,157
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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
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$ 5,668,727
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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
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2000 1999
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Net assets available for benefits per the
financial statements $ 89,002,323 $ 72,010,661
Amounts allocated to withdrawing participants (981,546) (428,954)
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Net assets available for benefits per the
Form 5500 $ 88,020,777 $ 71,581,707
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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)
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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.
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ATMOS ENERGY CORPORATION EMPLOYEE STOCK
OWNERSHIP PLAN AND TRUST
SCHEDULE H; LINE 4i
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
EIN: 75-1984576
PLAN NUMBER: 002
December 31, 2000
(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
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** $88,534,325
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* Indicates party-in-interest to the Plan
** Cost information is not required for participant-directed investments
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ATMOS ENERGY CORPORATION EMPLOYEE STOCK
OWNERSHIP PLAN AND TRUST
SCHEDULE H; LINE 4j
SCHEDULE OF REPORTABLE TRANSACTIONS
EIN: 75-1984576
PLAN NUMBER: 002
Year ended December 31, 2000
(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
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SIGNATURES
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.
ATMOS ENERGY CORPORATION
EMPLOYEE STOCK OWNERSHIP
PLAN AND TRUST
By: /s/ LAURIE M. SHERWOOD
----------------------------
June 25, 2001 Laurie M. Sherwood
Chairperson of the Committee
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EXHIBITS INDEX
Page number or
Exhibit incorporation by
number Description reference to
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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
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