SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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) DECEMBER 22, 1993
ATMOS ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
TEXAS 1-10042 75-1743247
(State or other (Commission File No.) (IRS Employer ID. No.)
jurisdiction of
incorporation)
1800 THREE LINCOLN CENTRE, 5430 LBJ FREEWAY, DALLAS, TEXAS 75240
(Address of principal executive offices) (Zip
Code)
Registrant's telephone number, including area code (214) 934-9227
_____________________________________________________________
(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets.
On December 22, 1993, Atmos Energy Corporation ("Atmos") acquired by
means of a merger all of the assets and liabilities of Greeley Gas Company
("Greeley") in accordance with the terms and provisions of an Agreement and
Plan of Reorganization dated July 2, 1993 (the "Agreement") by and among
Atmos, Greeley Gas Acquisition Corporation, a wholly owned subsidiary of
Atmos ("Acquisition Corp"), and Greeley. Under the terms of the Agreement,
Greeley merged with and into Acquisition Corp, with Acquisition Corp being
the surviving corporation. All of the shares of Greeley's common stock
were exchanged for a total of 2,329,330 shares of Atmos common stock.
(Fractional shares were paid in cash.) Immediately following the merger of
Greeley and Acquisition Corp, Acquisition Corp was merged with and into its
parent, Atmos.
The amount of consideration paid for the outstanding stock of Greeley
was established in the Agreement. Atmos based its offer to pay such
consideration on various factors, including the nature and quality of
Greeley's assets, the financial condition and business prospects of
Greeley, and the impact on Atmos' earnings per share. Atmos and
Acquisition Corp also received a separate fairness opinion from Stephens
Inc., their investment banker and financial advisor.
Greeley was a privately owned natural gas utility engaged in the
distribution and sale of natural gas to residential, commercial,
industrial, agricultural, and other customers throughout Colorado, Kansas,
and a small portion of Missouri. Greeley's assets consisted of physical
property, plant, and equipment (including a pipeline system consisting of
208 miles of gathering system, 219 miles of transmission pipeline, and
3,242 miles of distribution main) used in the conduct of its utility
business.
Item 7. Financial Statements and Exhibits.
(a) The following financial statements and related documents for
Greeley are incorporated by reference to Atmos' Amendment No. 2 to Form S-4
(Reg. No. 33-67098) filed October 8, 1993:
Report of independent auditors
Balance sheets at December 31, 1991 and 1992
Statements of operations and retained earnings for the
years ended December 31, 1991 and 1992
Statements of cash flows for the years ended
December 31, 1991 and 1992
Notes to financial statements
It is impracticable, as of the date hereof, to provide the required
financial statements for Greeley relating to the periods ended
September 30, 1992 and 1993. Such financial statements will be filed as
soon as practicable but in any event not later than 60 days after the date
hereof.
(b) The following pro forma financial information for Atmos and
Greeley are incorporated by reference to Atmos' Amendment No. 2 to Form S-4
(Reg. No. 33-67098) filed October 8, 1993:
Unaudited pro forma condensed statement of income for
Atmos' twelve months ended September 30, 1991 and Greeley's
twelve months ended December 31, 1991
Unaudited pro forma condensed statement of income for
Atmos' twelve months ended September 30, 1992 and Greeley's
twelve months ended December 31, 1992
Notes to unaudited pro forma condensed financial
statements
It is impracticable, as of the date hereof, to provide the required pro
forma financial statements for Atmos and Greeley relating to the year ended
September 30, 1993. Such pro forma financial statements will be filed as
soon as practicable but in any event not later than 60 days after the date
hereof.
(c) See the Exhibits Index for a list of exhibits filed with this
report.
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.
ATMOS ENERGY CORPORATION
(Registrant)
Date: January 5, 1994 By:/s/JAMES F. PURSER
James F. Purser
Executive Vice President
and Chief Financial
Officer
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EXHIBITS INDEX
Sequentially Numbered
Exhibit Page or Incorporation
Number Description by Reference to
2.1 Agreement and Plan of Reorgani- Exhibit 2 to Amendment
zation dated July 2, 1993 by and No. 2 to Form S-4
among Atmos, Greeley Gas Acquisi- (Reg. No. 33-67098)
tion Corporation, and Greeley. filed October 8, 1993.
2.2 List of schedules omitted from
Exhibit 2.1.
4.1 Restated Articles of Incorporation Exhibit 3(a) of Form
of Atmos dated November 10, 1989. 10-K for fiscal year
ended September 30,
1991.
4.2 Bylaws of Atmos (Amended and Exhibit 3 of Form
restated as of February 12, 1992). for quarter ended
March 31, 1992.
4.3 Specimen Common Stock Certificate Exhibit 4(b) of Form
(Atmos Energy Corporation) 10-K for fiscal year
ended September 30,
1988 (File No.
1-10042).
4.4 Rights Agreement dated as of Exhibit 1 of Form
April 27, 1988 between Atmos and 8-K filed May 10,
Morgan Shareholder Services Trust (File No. 0-11249).
Company.
23 Consent of Ernst & Young, Denver,
Colorado.
Exhibit 2.2
List of Schedules
Omitted from Exhibit 2.1,
Agreement and Plan of Reorganization
1. Exhibit A, Greeley Disclosure Schedule, containing information
regarding Greeley's interests in other business entities,
repurchases of Greeley stock, required consents to the merger,
environmental matters, a list of Greeley's material contracts,
contingencies and liabilities, material litigation, liens and
encumbrances on Greeley's assets, real property interests, employee
benefit plans, insurance policies, and other matters.
2. Exhibit B, Atmos Disclosure Schedule, containing information
regarding Atmos stock options, undisclosed liabilities, and
litigation.
3. Exhibit C, Acquisition Corp Disclosure Schedule.
4. Exhibit D, Employment Agreement entered into between Atmos and Mr.
Gary Schlessman.
5. Exhibit F, Opinion of Greeley's Counsel.
6. Exhibit G, Opinion of Atmos' and Acquisition Corp's Counsel.
Atmos hereby agrees to furnish supplementally a copy of any omitted
schedule to the Commission upon request.
Exhibit 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Form 8-K of our report
dated February 26, 1993, except for Note 8, as to which the date is July
26, 1993, with respect to the financial statements of Greeley Gas Company
included in the Registration Statement (Form S-4 No. 33-67098) of Atmos
Energy Corporation filed with the Securities and Exchange Commission.
ERNST & YOUNG
Denver, Colorado
January 5, 1994
