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):November 2, 1996
ATMOS ENERGY CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Texas 1-10042 75-1743247
(State or Other Juris- (Commission File (IRS Employer Identi-
diction of Incorporation) Number) fication No.)
1800 Three Lincoln Centre 75240
5430 LBJ Freeway (Zip Code)
Dallas, Texas
(Address of Principal Executive Offices)
Registrant's telephone number, including area code:
(972) 934-9227<PAGE>
Item 5. Other Events.
Atmos Energy Corporation, a Texas corporation ("Atmos") and
United Cities Gas Company, an Illinois and Virginia corporation
("United Cities") have entered into an agreement (the
"Agreement") with Southern Union Company, a Delaware corporation
("Southern Union") relating to all litigation and proceedings
among them arising from the proposed merger of United Cities with
and into Atmos and Southern Union's purported ownership of United
Cities common stock. Copies of the Atmos/United Cities joint
press release and of the Agreement are attached hereto as
exhibits and incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Press Release of Atmos Energy Corporation dated November 4, 1996.
99.2 Agreement dated November 2, 1996 <PAGE>
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, thereunto duly authorized.
ATMOS ENERGY CORPORATION
Date: November 5, 1996 By: /s/ Robert F. Stephens
---------------------------------
Robert F. Stephens, President and
Chief Operating Officer<PAGE>
Exhibit 99.1
DATE: Nov. 4, 1996 ATMOS MEDIA CONTACT: Margaret Watson
(972) 450-4050
FOR RELEASE: Immediately ATMOS INVESTOR/ANALYST
CONTACT: Jack Eversull
(972) 788-3729
UNITED CITIES CONTACT: Linda Kelley
(615) 373-0104, ext. 224
UNITED CITIES, ATMOS ENERGY REACH AGREEMENT
WITH SOUTHERN UNION REGARDING MERGER
Brentwood, Tenn., and Dallas, Texas -- United Cities Gas Company
(NASDAQ:UCIT) and Atmos Energy Corporation (NYSE: ATO) announced
today that they have entered into an agreement with Southern
Union Company pursuant to which Southern Union has agreed not to
exercise dissenters' rights with respect to the United
Cities/Atmos merger and has agreed not to solicit United Cities
shareholders to exercise their dissenters' rights to vote against
the merger. United Cities and Atmos have agreed to stop
contesting the legality of Southern Union's ownership of United
Cities shares and the Atmos shares into which those shares will
be converted in the merger.
The agreement also grants Southern Union a right of first offer
in respect of certain properties which Atmos may choose to
dispose of during the two-year period following the consummation
of the merger. Atmos does not currently contemplate the sale of
any properties.
The United Cities and Atmos shareholders are scheduled to
consider the proposed merger at meetings to be held on Nov. 12.
United Cities Gas Company distributes natural gas and propane gas
to approximately 340,000 customers in 10 states. The company is
also engaged in other energy-related business.
Atmos Energy Corporation provides natural gas service to
approximately 674,000 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.
# # # <PAGE>
Exhibit 99.2
November 2, 1996
The parties hereto agree as follows:
1. Southern Union Company ("Southern Union") agrees that it will
not exercise, or take any action in the furtherance of the
exercise of, dissenters rights with respect to shares of common
stock of United Cities Gas Company ("United Cities"), and will
not solicit or encourage any shareholder of United Cities to
exercise dissenters' rights or take any action in the furtherance
of such exercise, in connection with the proposed merger (the
"Merger") of United Cities with and into Atmos Energy Company
("Atmos") to be considered and voted upon at a Special Meeting of
shareholders of United Cities to be held on November 12, 1996
(the "Special Meeting"). Southern Union further agrees that it
will not solicit proxies in opposition to the Merger or take any
other action reasonably likely to result in opposition to the
Merger at the Special Meeting.
2. After the vote is taken with respect to the Merger at the
Special Meeting, the parties hereto will use all reasonable
efforts to cause the dismissal with prejudice of all pending
judicial actions arising out of the proposed Merger and Southern
Union's acquisition of shares of common stock of United Cities,
as well as the complaint in Case No. GC-97-50 before the Missouri
Public Service Commission. Southern Union will not move to
enjoin such vote or the Merger and will cause all pending
proceedings to enjoin such vote or the Merger to be withdrawn.
Southern Union will also not appeal or take any other action to
set aside the order of dismissal in Cause No. 1:96 C 00144 in the
Eastern District of Missouri.
3. Southern Union will not oppose or object to the consummation
of the Merger in any proceeding, including without limitation any
proceeding before any regulatory body for approval of the Merger,
and will withdraw any pending intervention before any such
regulatory body.
4. Neither Atmos nor United Cities will oppose or object to any
application by Southern Union to allow it to own the shares of
United Cities common stock it currently purports to own or the
shares of Atmos common stock into which such shares will be
converted upon consummation of the Merger. United Cities and
Atmos further agree that, if requested, they will so advise the
Missouri Public Service Commission. Neither United Cities nor
Atmos will contend in any future regulatory or judicial
proceeding that Southern Union is not the beneficial owner of
shares of United Cities stock purchased by Southern Union prior
to August 2, 1996 (including any Atmos shares into which such
shares are converted) or that Southern Union should be penalized
because it did not obtain approval of the Missouri Public Service
Commission prior to purchasing such shares.
5. Atmos, as the corporation surviving the Merger, will grant to
Southern Union a right of first offer in respect of any gas
utility property in the states of Texas, Missouri, Kansas or Iowa
to be disposed of by Atmos during the two year period following
the consummation of the Merger. Under such right of first offer,
Atmos would provide Southern Union with notice of its intent to
dispose of any such property. Southern Union would have thirty
days after receipt of such notice to indicate whether or not it
wished to purchase the designated property, and if so, at what
price. If Southern Union indicated it wished to purchase the
designated property, Atmos would have thirty days to accept such
offer, and Southern Union would have six months thereafter to
consummate such purchase. If Southern Union did not consummate
such purchase for any reason, Atmos would be free to dispose of
such property without re-offering it to Southern Union. If
Southern Union indicated it did not wish to purchase such
property, Atmos would be free to dispose of such property. If
Southern Union indicated it did wish to purchase such property,
Atmos would be free to dispose of such property to a third party
for consideration with a value greater than the price offered by
Southern Union.
6. This Agreement may be signed in counterpart and by telecopy.
SOUTHERN UNION COMPANY
By: /s/ Dennis K. Morgan
----------------------------
Vice President and Secretary
UNITED CITIES GAS COMPANY
By: /s/ Gene C. Koonce
-----------------------------
President and Chief Executive
Officer
ATMOS ENERGY CORPORATION
By: /s/ Robert F. Stephens
-----------------------------
President and Chief Operating
Officer<PAGE>
