UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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
For the fiscal year ended December 31, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
------------- ------------
Commission File Number 33-57687
ATMOS ENERGY CORPORATION RETIREMENT
SAVINGS PLAN AND TRUST
(FORMERLY 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)
ATMOS ENERGY CORPORATION RETIREMENT
SAVINGS PLAN AND TRUST
(FORMERLY ATMOS ENERGY CORPORATION EMPLOYEE
STOCK OWNERSHIP PLAN AND TRUST)
FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULES
AS OF DECEMBER 31, 2002 AND 2001
AND FOR THE YEAR ENDED DECEMBER 31, 2002
CONTENTS
Page
Number
-----------------
Report of Independent Auditors
Audited Financial Statements:
Statements of Net Assets Available for Benefits 2
Statement of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4
Supplemental Schedules:
Schedule H; Line 4i - Schedule of Assets (Held At End of Year) 13
Schedule H; Line 4j - Schedule of Reportable Transactions 14
Signatures 15
Exhibits Index 16
Report of Independent Auditors
The Retirement Savings Plan Trust Committee
Atmos Energy Corporation Retirement Savings Plan and Trust (formerly 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 Retirement Savings Plan and Trust (formerly
Atmos Energy Corporation Employee Stock Ownership Plan and Trust) as of December
31, 2002 and 2001, and the related statement of changes in net assets available
for benefits for the year ended December 31, 2002. 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, 2002 and 2001, and the changes in its net assets available for
benefits for the year ended December 31, 2002, 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, 2002, 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.
/s/ ERNST & YOUNG LLP
Dallas, Texas
June 11, 2003
ATMOS ENERGY CORPORATION RETIREMENT
SAVINGS PLAN AND TRUST
(FORMERLY ATMOS ENERGY CORPORATION EMPLOYEE
STOCK OWNERSHIP PLAN AND TRUST)
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31
----------- -----------
2002 2001
----------- -----------
ASSETS
------
Investments:
Common stock of Atmos Energy Corporation $57,217,105 $48,502,656
Registered Investment Companies:
T. Rowe Price Prime Reserve Fund -- 793,245
T. Rowe Price Balanced Fund 2,672,712 2,741,118
T. Rowe Price Spectrum Income Fund 1,914,601 1,645,032
T. Rowe Price Spectrum Growth Fund 4,834,376 5,638,158
T. Rowe Price International Stock Fund 774,407 774,112
T. Rowe Price Short-Term Bond Fund 1,681,927 1,603,654
T. Rowe Price U.S. Bond Index Fund 243,194 --
T. Rowe Price New Horizons Fund 399,989 241,606
T. Rowe Price New America Growth Fund 4,584,854 6,096,225
T. Rowe Price Equity Income Fund 8,509,649 9,445,301
T. Rowe Price Equity Index 500 Fund 665,411 347,323
Stein Roe Growth Stock Fund 130,742 114,064
Common/Collective Trust:
T. Rowe Price Stable Value Fund 8,400,762 6,710,572
Common stock of Entergy Corporation 75,037 74,419
Common stock of Citizens Communications
Company, Class B 1,726,917 2,219,732
Participant loans 4,222,143 3,580,518
----------- -----------
Total investments 98,053,826 90,527,735
Receivables:
Due from broker 14,253 --
Participant contributions 210,780 153,099
Company contributions 113,253 83,328
----------- -----------
Total receivables 338,286 236,427
----------- -----------
Net assets available for benefits $98,392,112 $90,764,162
=========== ===========
See accompanying notes
2
ATMOS ENERGY CORPORATION RETIREMENT
SAVINGS PLAN AND TRUST
(FORMERLY ATMOS ENERGY CORPORATION EMPLOYEE
STOCK OWNERSHIP PLAN AND TRUST)
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year ended December 31, 2002
ADDITIONS
Investment income (loss):
Net depreciation in fair value of investments $ (506,615)
Dividends on common stock 2,765,092
Interest and dividend income on registered investment
companies 1,058,303
Interest on participant loans 310,697
------------
3,627,477
Contributions:
Participants 6,714,396
Company 3,694,592
Rollovers 19,161
------------
10,428,149
------------
Total additions 14,055,626
DEDUCTIONS
Distributions to participants 6,411,270
Administrative expenses 16,406
------------
Total deductions 6,427,676
------------
Net increase 7,627,950
Net assets available for benefits, at beginning of year 90,764,162
------------
Net assets available for benefits, at end of year $ 98,392,112
============
See accompanying notes
3
ATMOS ENERGY CORPORATION RETIREMENT
SAVINGS PLAN AND TRUST
(FORMERLY ATMOS ENERGY CORPORATION EMPLOYEE
STOCK OWNERSHIP PLAN AND TRUST)
NOTES TO FINANCIAL STATEMENTS
December 31, 2002
1. DESCRIPTION OF THE PLAN
The following brief description of the Atmos Energy Corporation Retirement
Savings Plan and Trust (formerly 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).
ELIGIBILITY
Substantially all employees of the Company (except employees covered by other
agreements, leased employees and any employees covered by a collective
bargaining agreement in which Plan participation has not been negotiated through
good faith bargaining) (Participants) are eligible to participate in the Plan as
of the first payroll period coincident with or immediately following the date of
hire.
CONTRIBUTIONS
Contributions to the Plan include contributions withheld by the Company on
behalf of each Participant in an amount specified by the Participant pursuant to
a salary reduction agreement, as well as matching Company contributions and any
discretionary Company contributions.
Participants are eligible to receive matching Company contributions after
completing at least one year of service, effective on the earlier of January 1,
April 1, July 1 or October 1 after which one year of service has been completed.
4
1. DESCRIPTION OF THE PLAN (CONTINUED)
Participants may elect a salary reduction (not to exceed $11,000 in 2002 or
$12,000 for those participants age 50 or older), ranging from a minimum of 1% up
to a maximum of 65% of eligible compensation, as defined by the Plan, not to
exceed 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 contribution, 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 2002.
All contributions to a Participant's account are immediately and fully vested.
INVESTMENT OPTIONS
The Plan allows Participants' salary reduction contributions to be invested
among a variety of registered investment companies, one common/collective trust
and Atmos common stock.
The Stock Purchase Program Fund, consisting of Atmos common stock, is
non-participant and 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. Prior to March 1, 2002, contributions made to this
fund by Participants could 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. Effective March 1, 2002 contributions made to this fund by
Participants are allowed to be diversified at any time into one or more of the
other investment options offered by the Plan. Effective January 1, 2003, Company
matching and discretionary contributions directed into this fund are allowed to
be diversified at any time after the contribution is made into one or more of
the other investment options offered by the Plan.
5
1. DESCRIPTION OF THE PLAN (CONTINUED)
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
allowed to transfer into the Plan his or her assets which were held in the
Southwestern Energy Corporation 401(k) Plan (the Southwestern Plan). 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.
In July 2001, the Company completed the acquisition of the assets of Louisiana
Gas Service Company and LGS Natural Gas Company (LGS) from Citizens
Communications Company, formerly Citizens Utilities Company. Substantially all
employees of LGS who joined the Company were immediately eligible to participate
in the Plan. Employees of LGS that joined the Company were allowed to rollover
into the Plan their assets which were held in the Citizens Utilities Company
401(k) Employee Benefit Plan (the Citizens Plan). To accommodate several LGS
employees who held Citizens Communications Company (Citizens) Class B common
stock in the Citizens Plan, an additional account was established in the Plan to
hold the Citizens stock. This account was established as a frozen account where
funds can be liquidated but no new stock added.
DISTRIBUTIONS TO PARTICIPANTS
Effective March 1, 2002, dividends received on Atmos common stock will
automatically be reinvested in Atmos common stock. However, a Participant may
elect to have his or her dividends paid in cash. This election may be made at
any time during the period beginning on the first business day on or after the
dividend record date and ending at a time specified by the Retirement Savings
Plan Committee (formerly Employee Stock Ownership Plan Committee) (the
Committee) on the last business day preceding the dividend payout date. Cash
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. Once a Participant elects to
receive his or her dividends in cash, the election will remain in effect until
the election is changed.
6
1. DESCRIPTION OF THE PLAN (CONTINUED)
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.
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 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 U.S. prime rate plus
2% and is fixed over the life of the loan. A Participant may have a maximum of
two loans outstanding at any one time.
If a Participant has an outstanding loan in force and terminates his or her
employment, the Participant may elect to continue to pay the loan according to
the payment schedule that was set up at the time the loan was initiated. If this
option is elected, the Participant must also leave his or her account balance in
the Plan. A second option is that the Participant may elect to have the
outstanding loan balance treated as a distribution from the Plan. A third option
is that the Participant may repay the loan in full prior to his or her
termination of employment.
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.
7
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The financial statements of the Plan are prepared on the accrual basis of
accounting. Distributions to participants are recorded when paid.
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.
Investments in common stock are valued at quoted market prices. The fair value
of investments in the common/collective trust are determined periodically by T.
Rowe Price Associates, Inc. based upon the current fair value of the underlying
assets of the fund. The fair value of participant loans are valued at cost which
approximates fair value.
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.
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. 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 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.
8
4. NON-PARTICIPANT DIRECTED INVESTMENTS
Atmos common stock held in the Stock Purchase Program Fund prior to January 1,
2003 was non-participant and participant directed. The investment activity for
the year ended December 31, 2002 related to Atmos common stock cannot be
segregated between non-participant and participant directed. The following
presents the information about the net assets and the components of the changes
in net assets relating to the Atmos common stock, of which a portion is
non-participant directed:
December 31
---------------------------
2002 2001
----------- -----------
Investments:
Atmos Energy Corporation Common
Stock $57,217,105 $48,502,656
=========== ===========
Year ended
December 31,
2002
---------------
Changes in net assets:
Contributions $ 6,562,038
Dividends 2,765,092
Interest on participant loans 158,840
Loan repayments 764,221
Net appreciation in fair value of investments 4,916,362
Distributions to participants (5,389,605)
Interfund transfers out (1,062,499)
---------------
$ 8,714,449
===============
9
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.
The Plan provides for investments in various investment securities which, in
general, are exposed to various risks, such as interest rate, credit, and
overall market volatility risks. Further, due to the level of risk associated
with certain investment securities, it is at least reasonably possible that
changes in the values of investment securities will occur in the near term and
that such changes could materially affect the amounts reported in the statements
of net assets available for benefits.
During 2002, 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 common stock and published market prices
for registered investment companies as follows:
Atmos Energy Corporation Common Stock $ 4,916,362
Registered Investment Companies:
T. Rowe Price Balanced Fund (325,669)
T. Rowe Price Spectrum Income Fund 30,141
T. Rowe Price Spectrum Growth Fund (1,213,166)
T. Rowe Price International Stock Fund (164,683)
T. Rowe Price Short-Term Bond Fund 11,510
T. Rowe Price U.S. Bond Index Fund 5,684
T. Rowe Price New Horizons Fund (106,820)
T. Rowe Price New America Growth Fund (1,778,751)
T. Rowe Price Equity Income Fund (1,655,076)
T. Rowe Price Equity Index 500 Fund (143,444)
Stein Roe Growth Stock Fund (43,590)
Entergy Corporation Common Stock 10,978
Citizens Communications Company Common Stock (50,091)
-----------
$ (506,615)
===========
10
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
------------------------------
2002 2001
------------ ------------
Net assets available for benefits per the
financial statements $ 98,392,112 $ 90,764,162
Amounts allocated to withdrawing participants (568,170) (557,745)
------------ ------------
Net assets available for benefits per the
Form 5500 $ 97,823,942 $ 90,206,417
============ ============
The following is a reconciliation of distributions to participants per the
financial statements to the Form 5500:
Year ended
December 31,
2002
---------------
Distributions to participants per financial statements $ 6,411,270
Add: Amounts allocated to withdrawing participants
at December 31, 2002 568,170
Less: Amounts allocated to withdrawing participants
at December 31, 2001 (557,745)
---------------
Distributions to participants per the Form 5500 $ 6,421,695
===============
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 November 1, 2002
stating that the Plan is qualified under Section 401(a) of the Code and,
therefore, the related trust is exempt from taxation. Subsequent to the issuance
of the determination letter, the Plan was amended. Once qualified, the Plan is
required to operate in conformity with the Code to maintain its qualification.
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.
11
8. SUBSEQUENT EVENT
In December 2002, the Company completed the acquisition of Mississippi Valley
Gas Company (MVG). At the time of acquisition, MVG had two defined contribution
plans covering substantially all full-time employees. The first plan was the
Mississippi Valley Gas Company Savings Plan (the MVG Plan) and the second plan
was the Mississippi Valley Gas Company Savings Plan for Gas Employees
Independent Union (the MVG Union Plan). Effective December 21, 2002, all
participants (approximately 300) in the MVG Plan were eligible to participate in
the Plan. On May 1, 2003, the assets of the MVG Plan were transferred into the
Plan. Negotiations have not been completed regarding the union employees'
participation in the Plan.
12
ATMOS ENERGY CORPORATION RETIREMENT
SAVINGS PLAN AND TRUST
(FORMERLY 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, 2002
(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; 2,453,564
shares $ 48,095,684 $ 57,217,105
* T. Rowe Price Associates,
Inc. Stable Value Fund ** 8,400,762
* T. Rowe Price Associates,
Inc. Balanced Fund ** 2,672,712
* T. Rowe Price Associates,
Inc. Spectrum Income Fund ** 1,914,601
* T. Rowe Price Associates,
Inc. Spectrum Growth Fund ** 4,834,376
* T. Rowe Price Associates,
Inc. International Stock Fund ** 774,407
* T. Rowe Price Associates,
Inc. Short-Term Bond Fund ** 1,681,927
* T. Rowe Price Associates,
Inc. U.S. Bond Index Fund ** 243,194
* T. Rowe Price Associates,
Inc. New Horizons Fund ** 399,989
* T. Rowe Price Associates,
Inc. New America Growth Fund ** 4,584,854
* T. Rowe Price Associates,
Inc. Equity Income Fund ** 8,509,649
* T. Rowe Price Associates,
Inc. Equity Index 500 Fund ** 665,411
* Stein Roe Farnham &
Company Stein Roe Growth Stock Fund ** 130,742
Entergy Corporation Common stock; 1,646
shares ** 75,037
Citizens Communications Common stock, 163,689
shares ** 1,726,917
* Participant Loans Interest rates from 6.75%
to 11.00% - 4,222,143
---------------- --------------
** $ 98,053,826
================ ==============
* Indicates party-in-interest to the Plan
** Cost information is not required for participant-directed investments
13
ATMOS ENERGY CORPORATION RETIREMENT
SAVINGS PLAN AND TRUST
(FORMERLY 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, 2002
(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 $8,706,632 -- $8,706,632 $8,706,632 --
Corporation Stock
Atmos Energy Common -- $4,908,544 $4,360,375 $4,908,544 $ 548,169
Corporation Stock
Columns (e) and (f) not applicable
There were no category (i), (ii) or (iv) reportable transactions during the year
ended December 31, 2002
Schedule H; Line 4j information is presented for non-participant directed
investments only
14
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Retirement Savings Plan Trust Committee, the Trustee, of the Atmos Energy
Corporation Retirement Savings Plan and Trust (formerly 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 RETIREMENT SAVINGS
PLAN AND TRUST (FORMERLY ATMOS ENERGY
CORPORATION EMPLOYEE STOCK OWNERSHIP PLAN
AND TRUST)
By: /s/ LAURIE M. SHERWOOD
-------------------------------------
June 30, 2003 Laurie M. Sherwood
Chairperson of the Committee
15
EXHIBITS INDEX
Page number or
Exhibit incorporation by
number Description reference to
--------------------- ------------------------------------------------------ ------------------------------------
4 Instruments defining rights of security holders:
(a) Atmos Energy Corporation Employee Exhibit (4)(f) of Form 11-K
Stock Ownership Plan and Trust for the year ended December 31, 1998
(Effective January 1, 1999) (File No. 33-57687)
(b) Amendment No. One to the Atmos Exhibit (4)(b) of Form 11-K
Energy Corporation Employee Stock for the year ended December 31, 2000
Ownership Plan and Trust (File No. 33-57687)
(Effective January 1, 1999), effective
as of January 1, 1999
(c) Amendment No. Two to the Atmos Exhibit (4)(c) of Form 11-K
Energy Corporation Employee Stock for the year ended December 31, 2000
Ownership Plan and Trust (File No. 33-57687)
(Effective January 1, 1999), effective
as of June 1, 2000
(d) Amendment No. Three to the Atmos
Energy Corporation Employee Stock
Ownership Plan and Trust
(Effective January 1, 1999), effective
as of January 1, 2001
(e) Amendment No. Four to the Atmos Exhibit (4)(d) of Form 11-K
Energy Corporation Employee Stock for the year ended December 31, 2001
Ownership Plan and Trust (File No. 33-57687)
(Effective January 1, 1999), effective
as of July 1, 2001
(f) Amendment No. Five to the Atmos Exhibit (4)(e) of Form 11-K
Energy Corporation Employee Stock for the year ended December 31, 2001
Ownership Plan and Trust (File No. 33-57687)
(Effective January 1, 2002), effective
as of December 31, 2001
16
Page number or
Exhibit incorporation by
number Description reference to
--------------------- ------------------------------------------------------ ------------------------------------
(g) Amendment No. Six to the Atmos Exhibit (4)(f) of Form 11-K
Energy Corporation Employee Stock for the year ended December 31, 2001
Ownership Plan and Trust (File No. 33-57687)
(Effective January 1, 1999), effective
as of March 1, 2002
(h) Amendment No. Seven to the Atmos
Energy Corporation Retirement
Savings Plan and Trust (Effective
January 1, 1999), effective as of
July 1, 2001
(i) Amendment No. Eight to the Atmos
Energy Corporation Retirement
Savings Plan and Trust (Effective
January 1, 1999), effective as of
November 1, 2002
(j) Amendment No. Nine to the Atmos
Energy Corporation Retirement
Savings Plan and Trust (Effective
January 1, 1999), effective as of
December 3, 2002
23 Consent of Independent Auditors
99.1 Certification Pursuant to 18 U.S.C. Section 1350 as
Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002*
----------
* This certification pursuant to 18 U.S.C. Section 1350, furnished as
Exhibit 99.1, to this Annual Report on Form 11-K, will not be deemed to
be filed with the Commission or incorporated by reference into any filing
by the Plan under the Securities Act of 1933 or the Securities Exchange
Act of 1934, except to the extent that the Plan specifically incorporates
such certifications by reference.
17