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)
JULY 29, 1997
ATMOS ENERGY CORPORATION
(Exact Name of Registrant as Specified in its Charter)
TEXAS and VIRGINIA 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 2. ACQUISITION OR DISPOSITION OF ASSETS.
On July 29, 1997, the Registrant announced in a news release that the
merger of United Cities Gas Company of Brentwood, Tennessee ("United Cities")
with and into the Registrant, with the Registrant as the surviving corporation,
had closed that day with the effective time of the merger scheduled at 11:59
p.m. on July 31, 1997 (the "Effective Time"). A copy of the news release is
attached hereto as Exhibit 99.1 and is incorporated herein by reference. The
merger was consummated pursuant to that certain Agreement and Plan of
Reorganization entered into by the parties on July 19, 1996, which was amended
on October 3, 1996 by Amendment No. 1 to Agreement and Plan of Reorganization
(collectively, the "Agreement"). Such documents are included as Exhibits 2.1 and
2.1(a) hereto which are incorporated herein by reference.
At the Effective Time, each outstanding share of common stock, no par
value, of United Cities was converted into the right to receive one newly-issued
share of common stock, no par value, of the Registrant. As a result of the
merger, the Registrant became incorporated in the Commonwealth of Virginia as
well as the State of Texas.
The Registrant is a natural gas utility company engaged in the distribution
and sale of natural gas to residential, commercial, industrial, agricultural,
and other customers in Texas, Louisiana, Kentucky, Colorado, Kansas, and
Missouri. United Cities was a natural gas utility company engaged in the
distribution and sale of natural gas to customers in Tennessee, Illinois,
Virginia, Kansas, Missouri, South Carolina, Georgia, and Iowa, and in the sale
of propane in the states of Tennessee, Virginia and North Carolina. United
Cities' assets consist of the property, plant and equipment used in its natural
gas and propane sales and distribution businesses. Following the Effective
Time, the Registrant intends to continue to operate the United Cities business
as a division of the Registrant, along with its Energas Company, Trans Louisiana
Gas Company, Western Kentucky Gas Company, and Greeley Gas Company divisions.
In connection with the merger, as was more fully discussed in the
Agreement, three former officers of United Cities entered into employment
agreements with the Registrant, providing certain additional benefit
arrangements such as participation in the Registrant's Supplemental Executive
Benefits Plan at the Effective Time. In addition, the United Cities Long-Term
Stock Plan was adopted by the Registrant whereby such plan will be continued and
all benefits granted thereunder will be exercisable for or based on the value of
common stock of the Registrant following the Effective Time.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
(1) The following audited financial statements and related documents
for United Cities are incorporated herein by reference from United Cities' Form
10-K (File No. 0-1284) for the year ended December 31, 1996:
Report of independent public accountants;
Consolidated balance sheets at December 31, 1996 and 1995;
Consolidated statements of income for the years ended December 31, 1996,
1995 and 1994;
Consolidated statements of cash flows for the years ended December 31,
1996, 1995 and 1994;
Consolidated statements of retained earnings, capital surplus and common
stock for the years ended December 31, 1996, 1995 and 1994; and
Notes to consolidated financial statements.
(2) The following unaudited interim financial statements are
incorporated herein by reference from United Cities' Form 10-Q (File No. 0-1284)
for the quarter ended March 31, 1997:
Consolidated balance sheet at March 31, 1997;
Consolidated statements of income for the three months and twelve months
ended March 31, 1997 and 1996;
Consolidated statements of cash flows for the three months and twelve
months ended March 31, 1997 and 1996; and
Notes to consolidated financial statements.
(b) Pro Forma Financial Information.
The following pro forma financial information relating to the acquisition
by the Registrant of the business of United Cities pursuant to the merger as
described above is being filed concurrently with the Commission on the
Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1997
and is incorporated herein by reference.
Pro forma combined condensed balance sheet at June 30, 1997;
Pro forma combined condensed statements of income for the nine months and
twelve months ended June 30, 1997;
Pro forma combined condensed statements of income for the years ended
September 30, 1996, 1995 and 1994; and
Notes to pro forma combined condensed financial statements.
(c) Exhibits
2.1 Agreement and Plan of Reorganization dated July 19, 1996, by and
between the Registrant and United Cities (incorporated herein by
reference from Exhibit 2.1 to the Registrant' Registration
Statement on Form S-4 filed October 4, 1996 (File No. 333-
13429)).
2.1(a) Amendment No. 1 to Agreement and Plan of Reorganization dated
October 3, 1996 (incorporated herein by reference from Exhibit
2.1(a) to the Registrant' Registration Statement on Form S-4
filed October 4, 1996 (File No. 333-13429)).
23.1 Consent of Arthur Andersen LLP
99.1 News Release of Atmos Energy Corporation dated July 29, 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: August 13, 1997 By: /s/ Glen A. Blanscet
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Glen A. Blanscet
Vice President,
General Counsel and
Corporate Secretary