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)
APRIL 4, 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) <PAGE>
ITEM 5. OTHER EVENTS.
(a) On April 4, 1997, Atmos Energy Corporation (the
"Registrant") announced in a news release that Robert F. Stephens
and James F. Purser had resigned from the Registrant's board of
directors. The Registrant had previously announced in March that
Mr. Stephens had resigned as president and chief operating
officer and Mr. Purser had resigned as executive vice president
and chief financial officer.
(b) On April 9, 1997, the Registrant announced in a joint news
release with United Cities Gas Company of Brentwood, Tennessee
("United Cities"), that the hearing examiner in the regulatory
proceeding in Illinois recommended, in a proposed order, that the
Illinois Commerce Commission deny the companies' petition to
merge. The companies will have an opportunity to respond to such
proposed order within the next two weeks. As was discussed in
the news release, the companies remain optimistic that the
Illinois commission will ultimately approve the merger. The
companies 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.
(c) On April 16, 1997, the Registrant announced in a news
release that Larry J. Dagley had been appointed executive vice
president and chief financial officer of the Registrant,
effective May 1, 1997. 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 News Release of Atmos Energy Corporation
dated April 4, 1997.
99.2 Joint News Release of Atmos Energy
Corporation and United Cities Gas Company
dated April 9, 1997.
99.3 News Release of Atmos Energy Corporation
dated April 16, 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: April 22, 1997 By: /s/ Glen A. Blanscet
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Glen A. Blanscet
Vice President,
General Counsel and
Corporate Secretary <PAGE>
EXHIBIT 99.1
[ATMOS ENERGY CORPORATION LETTERHEAD AND LOGO APPEAR HERE]
NEWS RELEASE
DATE: April 4, 1997 ATMOS MEDIA CONTACT:
Margaret Watson
(972)855-4050
FOR RELEASE: IMMEDIATELY ATMOS INVESTOR/
ANALYST CONTACT:
Jack Eversull
(972)855-3729
STEPHENS, PURSER RESIGN FROM ATMOS ENERGY BOARD
Dallas, TX -- Atmos Energy Corporation (NYSE: ATO)announced today
that Robert F. Stephens and James F. Purser have resigned from
the company's board of directors.
The company previously announced in March that Stephens had
resigned as president and chief operating officer, and Purser had
resigned as executive vice president and chief financial officer.
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.
# # #<PAGE>
EXHIBIT 99.2
[ATMOS ENERGY CORPORATION AND UNITED CITIES
GAS COMPANY LOGOS APPEAR HERE]
NEWS RELEASE
DATE: April 9, 1997 ATMOS MEDIA CONTACT:
Margaret Watson
(972)855-4050
FOR RELEASE: IMMEDIATELY ATMOS INVESTOR/
ANALYST CONTACT:
Jack Eversull
(972)855-3729
UNITED CITIES
CONTACT:
Linda Kelley
(615)373-0104 ext.224
ILLINOIS HEARING EXAMINER ISSUES PROPOSED ORDER
ON ATMOS-UNITED CITIES MERGER
Dallas, TX -- Atmos Energy Corporation (NYSE: ATO) and United
Cities Gas Company (Nasdaq: UCIT) of Brentwood, Tennessee jointly
announced today that the hearing examiner in the regulatory
proceeding in Illinois is recommending, in a proposed order, that
the Illinois Commerce Commission deny the companies' petition to
merge. Although the hearing examiner stated that the proposed
structure of the merger was appropriate under Illinois law, he
noted that the companies need to provide more information
regarding the benefits of the merger to Illinois ratepayers.
In November 1996, shareholders of both companies approved
the merger in which Atmos would be the surviving entity. The
merger is subject to receipt of regulatory approvals in 10 of the
13 states in which the combined companies would have operations.
To date, the companies have received regulatory approvals in all
states requiring approval except Illinois.
The companies will have an opportunity to respond to the
hearing examiner's proposed order within the next two weeks.
Following the companies' response, the hearing examiner could
modify the proposed order. Thereafter, the hearing examiner's
proposed order would be submitted to the Illinois Commerce
Commission, which is vested with the regulatory authority in
Illinois to approve the merger. At that time, the companies
would also have an opportunity to brief the Illinois commission
on the merger.
"While we are disappointed by the hearing examiner's
proposed order, we remain hopeful that the hearing examiner will
reconsider his findings following submissions of our briefs. We
are optimistic that the full Illinois commission will ultimately
approve the merger," said Gene C. Koonce, United Cities Chairman,
President and Chief Executive Officer.
Atmos' Chairman, President and Chief Executive Officer,
Robert W. Best, said, "We remain fully committed to the
completion of the merger at the earliest practicable date. We
believe that the Illinois commission will recognize the benefits
of this merger to Illinois ratepayers and will ultimately approve
the merger."
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
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 99.3
[ATMOS ENERGY CORPORATION LOGO AND LETTERHEAD APPEAR HERE]
NEWS RELEASE
DATE: April 16, 1997 ATMOS MEDIA CONTACT:
Margaret Watson
(972)855-4050
FOR RELEASE: IMMEDIATELY ATMOS INVESTOR/
ANALYST CONTACT:
Jack Eversull
(972)855-3729
ATMOS ENERGY CORPORATION NAMES NEW
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
Atmos Energy Corporation (ATO: NYSE) announced today that its
board of directors has appointed Larry J. Dagley to be Executive
Vice President and Chief Financial Officer, effective May 1,
1997.
Since 1995, Dagley has served as Senior Vice President and Chief
Financial Officer of Pacific Enterprises, a Los Angeles,
California based utility holding company whose principal
subsidiary is Southern California Gas Co., the nation's largest
gas distribution utility. Prior to joining Pacific Enterprises,
he served as Chief Financial Officer of Transco Energy Company, a
Houston, Texas based natural gas pipeline company. Prior to
joining Transco, Dagley was an audit partner with Arthur Andersen
& Co., where he supervised audits and financial consulting
engagements in the energy industry.
Dagley, age 48, holds a bachelor of business administration
degree from Baylor University and is a certified public
accountant. He holds memberships in many professional and
voluntary organizations, including the American Gas Association
and the American Institute of Certified Public Accountants.
"Larry Dagley brings to Atmos a depth of experience and knowledge
of the industry which will be extremely valuable to our company
as we complete the merger with United Cities Gas Company, and as
we position ourselves for the future. We are delighted Larry is
joining our Atmos team," said Robert W. Best, Chairman, President
and Chief Executive Officer of Atmos.
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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