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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20579
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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 period) - July 19, 1996
UNITED CITIES GAS COMPANY
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(Exact name of registrant as specified in its charter)
Illinois and Virginia 0-12843 38-1801540
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(State of other (Commission (IRS Employer
jurisdiction of File Number) Identification No.
incorporation)
5300 Maryland Way, Brentwood, TN 37027
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (615) 373-0104.
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ITEM 5. OTHER EVENTS
On July 19, 1996, the Registrant entered into an Agreement and Plan of
Reorganization with Atmos Energy Cooperation ("Atmos") (the "Agreement").
Pursuant to the Agreement, the Registrant will be merged (the "Merger") with
and into Atmos. Atmos will be the surviving corporation in the Merger. In the
Merger, each share of the Registrant's Common Stock, without par value, issued
and outstanding immediately prior to the time when the Merger shall become
effective, shall be converted into the right to receive one share of Atmos
Common Stock. The consummation of the Merger is subject to receipt of the
approval of the shareholders of the Registrant and Atmos and all applicable
state and federal regulatory approvals.
The foregoing is qualified in its entirety by reference to the
Agreement, a copy of which is attached as an exhibit hereto and which is hereby
incorporated by reference herein. The Agreement contains provisions with
respect to the conditions to closing and termination provisions. Further
information regarding the Merger is provided in the Press Release, a copy of
which is attached as an exhibit hereto.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
2.1 Agreement and Plan of Reorganization, dated as of July 19, 1996,
between Atmos Energy Corporation and the Registrant (excluding certain
exhibits thereto)
2.2 List of exhibits omitted from Exhibit 2.1
20.1 Press release, dated July 22, 1996
99.1 Standstill Agreement, dated July 13, 1996 between Atmos Energy
Corporation and the Registrant
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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 thereunto duly authorized.
UNITED CITIES GAS COMPANY
Date: July 23, 1996 By:/s/James B. Ford
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Name: James B. Ford
Title: Senior Vice President
Treasurer.
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EXHIBIT INDEX
SEQUENTIALLY
EXHIBIT DESCRIPTION NUMBERED PAGE
2.1 Agreement and Plan of
Reorganization, dated as of
July 19, 1996,
between Atmos Energy
Corporation and the
Registrant (excluding certain
exhibits thereto)
2.2 List of exhibits omitted from
Exhibit 2.1
20.1 Press Release, dated July 22,
1996
99.1 Standstill Agreement, dated
July 13, 1996 between Atmos
Energy Corporation and the
Registrant
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