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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) June 10, 1997
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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 release 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: June 10, 1997 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
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99.1 Press release dated June 10, 1997 relating to Proposed order filed with
Illinois Commerce Commission in Atmos Energy, United Cities merger.
99.2 Press release dated June 25, 1997 relating to Illinois Commission approves
Atmos merger with United Cities.
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NEWS RELEASE
[ATMOS LOGO] [UNITED CITIES
GAS COMPANY LOGO]
JUNE 10, 1997 ATMOS MEDIA CONTACT: Margaret Watson
(972) 855-4050
FOR RELEASE: IMMEDIATELY ATMOS INVESTOR/ANALYST CONTACT: Don James
(972) 855-3720
UNITED CITIES CONTACT: Jim Ford
(615) 373-5310 ext.302
PROPOSED ORDER FILED WITH ILLINOIS COMMISSION
IN ATMOS ENERGY, UNITED CITIES MERGER
Dallas, TX -- Atmos Energy Corporation (NYSE: ATO) and United Cities Gas
Company (NASDAQ: UCIT) of Brentwood, Tennessee, have joined with the staff of
the Illinois Commerce Commission in filing a proposed order which, if approved
by the Commission, will grant approval of the merger of Atmos and United Cities.
In April, the hearing examiner issued a proposed order recommending that
the merger not be approved. The hearing examiner's order was based upon his
finding that Atmos and United Cities had not submitted sufficient evidence to
show the merger would have produced net benefits to Illinois customers. United
Cities and Atmos have now submitted a study which demonstrates such net
benefits, and have agreed to pass those benefits on to the Illinois customers.
The proposed order, if accepted by the hearing examiner, can at the
earliest, be considered by the Commission at its June 25 public meeting.
Following Commission approval, the parties will then have 30 days in which to
seek rehearing. The parties to the proceeding are Atmos, United Cities and the
Commission staff.
In November 1996, shareholders of both companies approved the merger in
which Atmos would be the surviving entity. Regulatory approval is required in
10 of the 13 states in which the combined companies will operate. To date,
approvals have been received in all states requiring approval except Illinois.
Atmos Chairman, President and Chief Executive Officer, Robert W. Best
said, "We are still on target to close the merger by the end of July. We are
confident that our settlement with the Illinois Commerce Commission staff will
be approved by the Commission later this month."
United Cities Gas Company distributes natural gas and propane gas to
approximately 350,000 customers in 10 states. The company is also engaged in
other energy-related business.
Atmos Energy Corporation provides natural gas service to more than
680,000 customers in Texas, Colorado, Kansas, Missouri, Louisiana and Kentucky
through its operating companies -- Energas Company, Greeley Gas Company, Trans
Louisiana Gas Company and Western Kentucky Gas Company.
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NEWS RELEASE
[ATMOS LOGO] [UNITED CITIES
GAS COMPANY LOGO]
DATE: JUNE 25, 1997 ATMOS MEDIA CONTACT: Margaret Watson
(972) 855-4050
FOR RELEASE: IMMEDIATELY ATMOS INVESTOR/ANALYST CONTACT: Don James
(972) 855-3720
UNITED CITIES CONTACT: Jim Ford
(615) 373-5310 ext. 302
ILLINOIS COMMISSION APPROVES ATMOS MERGER
WITH UNITED CITIES
(Dallas, Texas) -- Atmos Energy Corporation (NYSE: ATO) and United Cities
Gas Company (NASDAQ: UCIT) announced today that the Illinois Commerce Commission
has issued an order, dated June 25, 1997, approving the merger of United Cities
and Atmos.
The Commission order reflects the agreement previously reached by the
parties to the approval proceeding. The only parties are Atmos, United Cities
and the Commission staff. The parties to the proceeding now have a 30-day
period in which to seek rehearing.
"The approval by the Illinois Commerce Commission is the final approval
required for the merger of United Cities and Atmos. We expect to close the
transaction in the last week of July," said Robert W. Best, chairman,
president, and chief executive officer of Atmos.
United Cities Gas Company distributes natural gas and propane gas to
approximately 350,000 customers in 10 states. The company is also engaged in
other energy-related business.
Atmos Energy Corporation provides natural gas service to more that 680,000
customers in Texas, Colorado, Kansas, Missouri, Louisiana, and Kentucky through
its operating companies -- Energas Company, Greeley Gas Company, Trans
Louisiana Gas Company and Western Kentucky Gas Company.
