SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
AMENDMENT NO. 2
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
------------------------
ATMOS ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
Texas and Virginia 75-1743247
(State of Incorporation or Organization) (IRS Employer Identification No.)
1800 Three Lincoln Centre
5430 LBJ Freeway, Dallas, Texas 75240
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [X]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form relates:
N/A (if applicable).
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
To Be So Registered Each Class is to be Registered
------------------- ------------------------------
Common Stock New York Stock Exchange
Purchase Rights
Securities to be registered pursuant to Section 12(g) of the Act: None
Item 1. Description of Registrant's Securities to be Registered.
On February 13, 2002, the Company and EquiServe Trust Company, N.A., as
Rights Agent, executed the Second Amendment to the Rights Agreement, dated as of
November 12, 1997, between the Company and the Rights Agent. The purpose of this
amendment was to convert the Agreement from a full common share rights plan to a
fractional common share rights plan. A more complete description of the Second
Amendment may be found in Item 5 of Form 10-Q for the quarter ended December 31,
2001, filed with the Commission on February 14, 2002, which is incorporated
herein by reference.
Item 2. Exhibits.
* 1 Rights Agreement dated as of November 12, 1997 between the
Company and BankBoston, N.A. as Rights Agent, which includes
as Exhibit A thereto the Form of Rights Certificate and as
Exhibit B thereto the Summary of the Rights Agreement
(incorporated by reference to Exhibit 4.1 of Form 8-K dated
November 12, 1997).
* 2 First Amendment to Rights Agreement, dated as of August 11,
1999, between Atmos Energy Corporation and BankBoston, N.A. as
Rights Agent (incorporated by reference to Exhibit 2 of Form
8-A12B/A dated August 12, 1999).
* 3 Second Amendment to Rights Agreement, dated as of February
13, 2002, between Atmos Energy Corporation and EquiServe Trust
Company, N.A.(successor to BankBoston, N.A.) as Rights Agent
(incorporated by reference to Exhibit 4 of Form 10-Q for
quarter ended December 31, 2001).
* Previously filed.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned thereto duly authorized.
ATMOS ENERGY CORPORATION
(Registrant)
DATE: February 15, 2002 By: /s/ LOUIS P. GREGORY
-------------------------------
Louis P. Gregory
Senior Vice President and
General Counsel