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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 12, 1996
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United Cities Gas Company
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(Exact name of registrant as specified in its charter)
Illinois & Virginia 0-12841 36-1801540
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(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification No.)
incorporation)
5300 Maryland Way, Brentwood, Tennessee 37027
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (615) 373-5310
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ITEM 5. OTHER EVENTS
Pursuant to Instruction F to Form 8-K, the information contained in
the press releases filed as Exhibit 99.1 and Exhibit 99.2 hereto is hereby
incorporated by reference in answer to Item 5 of this Form 8-K.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
UNITED CITIES GAS COMPANY
Date: November 12, 1996 By /s/ James B. Ford
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James B. Ford
Senior Vice President and Treasurer
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EXHIBIT INDEX
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EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION OF EXHIBIT NUMBERED PAGE
<S> <C> <C>
99.1 Press release dated November 12, 1996 relating to Shareholders approve
Merger with Atmos Energy Corporation
99.2 Press release dated November 15, 1996 relating to rate increase request
in Illinois
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E-1
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NEWS RELEASE
FOR RELEASE: CONTACT:
Immediately Linda A. Kelley
615-373-0104
Ext. 224
UNITED CITIES SHAREHOLDERS APPROVE MERGER
WITH ATMOS ENERGY CORPORATION
BRENTWOOD, TENN.--November 12, 1996--United Cities Gas Co., (NASDAQ:UCIT)
a multistate distributor of natural and propane gas, announced today that their
shareholders have approved the merger of United Cities Gas Company and Atmos
Energy Corporation, with Atmos as the surviving company.
The number of outstanding shares represented in person or by proxy at
United Cities' special meeting of shareholders was 72.8 percent, with 71.7
percent voting in favor of the merger.
"We are pleased that our shareholders have voted for the merger agreement
with Atmos," said Gene C. Koonce, United Cities' chairman, president and chief
executive officer. "Our shareholders will have the opportunity to participate
in the growth of the natural gas industry by retaining their investment in what
will be a major distributor in the Southeast and Midwest."
The combined operations of both companies will serve approximately one
million customers in 13 states, making Atmos one of the largest natural gas
utilities in the country in terms of customers. The required regulatory
approvals needed to complete the merger are still pending in eight states,
however the transaction is expected to be closed by the end of March 1997.
Upon completion of the merger, United Cities shareholders will receive one
share of Atmos stock for each share of United Cities' stock.
United Cities Gas Company distributes natural and propane gas to
approximately 335,000 customers in ten states. The company is also engaged in
other energy-related businesses.
[United Cities Gas Company Logo]
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NEWS RELEASE
FOR RELEASE: CONTACT:
Immediately Linda A. Kelley
615-373-0104
Ext. 224
UNITED CITIES FILES FOR ILLINOIS RATE INCREASE
BRENTWOOD, TENN.--November 15, 1996--United Cities Gas Co., (NASDAQ:UCIT),
a multistate distributor of natural and propane gas announced today it has
filed with the Illinois Commerce Commission requesting a general rate increase
totaling approximately $1.2 million in annual revenues.
The application filed represents an overall rate increase of 6.1% for
approximately 23,000 customers in or near Harrisburg, Metropolis, Vandalia,
Virden and Salem, Illinois. United Cities has requested a 10.91% return on rate
base and 12.75% return on common equity. If approved by the Commission, new
rates would go into effect in mid-October of 1977.
United Cities' Chairman, President and CEO, Gene C. Koonce, said the
company is seeking the proposed increase as a result of general inflationary
increases in expenses over the past seven years and increased investment in
plant facilities. Since the last rate filing in 1989, United Cities has
invested approximately $4.8 million in its Illinois service territory.
United Cities Gas Company distributes natural and propane gas to
approximately 335,000 customers in ten states. The company is also engaged in
other energy-related businesses.
[United Cities Gas Company Logo]
