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)
JUNE 10, 1997
ATMOS ENERGY CORPORATION
(Exact Name of Registrant as Specified in its Charter)
TEXAS 75-1743247
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(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Identification No.)
Organization)
1800 THREE LINCOLN CENTRE, 5430
LBJ FREEWAY, DALLAS, TEXAS 75240
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(Address of Principal Executive (Zip Code)
Offices)
Registrant's Telephone Number, Including Area Code
(972) 934-9227
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS.
(a) On June 10, 1997, the Registrant announced in a joint news
release with United Cities Gas Company of Brentwood, Tennessee
("United Cities"), that they had joined with the staff of the
Illinois Commerce Commission in filing a proposed order which, if
approved by the Illinois Commission, would grant approval of the
merger of the Registrant with United Cities. The companies
announced that they will close the merger as soon as possible
after receipt of the approval of the Illinois Commission, which
is the final required regulatory approval. A copy of the news
release is attached hereto as an exhibit and is incorporated
herein by reference.
(b) On June 25, 1997, the Registrant announced in a joint news
release with United Cities Gas Company of Brentwood, Tennessee
("United Cities"), that the Illinois Commerce Commission had
issued an order, dated June 25, 1997, approving the merger of
United Cities and the Registrant. A copy of the news release is
attached hereto as an exhibit and is incorporated herein by
reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
99.1 Joint News Release of Atmos Energy
Corporation and United Cities Gas Company
dated June 10, 1997.
99.2 Joint News Release of Atmos Energy
Corporation and United Cities Gas Company
dated June 25, 1997.
SIGNATURE
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: July 17, 1997 By: /s/ Glen A. Blanscet
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Glen A. Blanscet
Vice President,
General Counsel and
Corporate Secretary
EXHIBIT 99.1
[ATMOS ENERGY CORPORATION AND UNITED CITIES GAS COMPANY LOGOS
APPEAR HERE]
NEWS RELEASE
DATE: 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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EXHIBIT 99.2
[ATMOS ENERGY CORPORATION AND UNITED CITIES GAS COMPANY LOGOS
APPEAR HERE]
NEWS RELEASE
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 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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