UNITED STATES

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

February 3, 2009

Date of Report (Date of earliest event reported)

 

 

ATMOS ENERGY CORPORATION

(Exact Name of Registrant as Specified in its Charter)

 

 

 

TEXAS AND VIRGINIA   1-10042   75-1743247

(State or Other Jurisdiction

of Incorporation)

  (Commission File Number)  

(I.R.S. Employer

Identification No.)

 

1800 THREE LINCOLN CENTRE,

5430 LBJ FREEWAY, DALLAS, TEXAS

  75240
(Address of Principal Executive Offices)   (Zip Code)

(972) 934-9227

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

  (b) On February 4, 2009, following the conclusion of the 2009 annual meeting of shareholders of Atmos Energy Corporation, Dan Busbee retired from the company’s Board of Directors in accordance with the Board’s mandatory retirement policy, having served the company as a Board member since 1988. In connection with Mr. Busbee’s retirement from the Board, he also simultaneously retired as chairman of the Audit Committee and as a member of the Executive Committee and the Human Resources Committee of the Board of Directors. A copy of the news release issued on February 4, 2009 announcing Mr. Busbee’s retirement is filed herewith as Exhibit 99.1.

 

  (c) On February 3, 2009, Fred E. Meisenheimer, vice president, interim chief financial officer and controller of Atmos Energy, was appointed by the Board of Directors as senior vice president, chief financial officer and controller, effective February 4, 2009. Mr. Meisenheimer, 64, had served as vice president and controller of Atmos Energy from July 2000 through December 2008 and also served as interim chief financial officer beginning on January 1, 2009. Atmos Energy has not entered into any new material plan, contract or arrangement to which Mr. Meisenheimer is a party or in which he participates, or any material amendment thereto, in connection with his appointment, nor has Mr. Meisenheimer received any grant or award under any plan, contract or arrangement, in connection with his appointment. Like all other executive officers of Atmos Energy, Mr. Meisenheimer is an “at will” employee of the company and therefore does not have an employment agreement with the company. As of the effective date of his appointment, Mr. Meisenheimer’s annual salary has increased to $350,000 and he will continue to participate in all other applicable incentive, benefit, change in control and other executive compensation plans offered by the company. A copy of the news release issued on February 3, 2009 announcing Mr. Meisenheimer’s appointment is filed herewith as Exhibit 99.2.

 

Item 9.01. Financial Statements and Exhibits.

 

  (d) Exhibits.

 

99.1    News Release issued by Atmos Energy Corporation dated February 4, 2009
99.2    News Release issued by Atmos Energy Corporation dated February 3, 2009

 

2


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: February 6, 2009     By:  

/s/ LOUIS P. GREGORY

      Louis P. Gregory
      Senior Vice President and General Counsel

 

3


INDEX TO EXHIBITS

 

Exhibit
Number

 

Description

99.1   News Release issued by Atmos Energy Corporation dated February 4, 2009
99.2   News Release issued by Atmos Energy Corporation dated February 3, 2009

 

4

Exhibit 99.1

 

LOGO    News Release

 

MEDIA CONTACT:      ANALYSTS CONTACT:
Gerald Hunter (972) 855-3116      Susan Giles (972) 855-3729

Atmos Energy Announces Retirement of

Dan Busbee from Board of Directors

DALLAS (February 4, 2009)—Atmos Energy Corporation today announced that Dan Busbee has retired from the company’s board of directors effective today, following the company’s annual meeting of shareholders, after more than two decades of service to the company.

Busbee first joined Atmos Energy’s board in 1988. During his tenure on the Atmos Energy board, Busbee served as chairman of the audit committee for 15 years and as a member of the executive and human resources committees.

“Dan’s vision, guidance and wisdom have been crucial in guiding the direction of our company as a key member of our board of directors over the last 20 years,” said Robert W. Best, chairman and chief executive officer of Atmos Energy. “We are very thankful to Dan for the outstanding contributions he has made to our company and we will miss him very much.”

A graduate of the Southern Methodist University Dedman School of Law, Busbee also holds an undergraduate business degree from SMU. A practicing lawyer for almost 40 years, Busbee was a lawyer and shareholder of the law firm now known as Locke Lord Bissell & Liddell. He also served as an adjunct professor of law at SMU for a number of years.

About Atmos Energy

Atmos Energy Corporation, headquartered in Dallas, is the country’s largest natural-gas-only distributor, serving about 3.2 million natural gas distribution customers in more than 1,600 communities in 12 states from the Blue Ridge Mountains in the East to the Rocky Mountains in the West. Atmos Energy also provides natural gas marketing and procurement services to industrial, commercial and municipal customers primarily in the Midwest and Southeast and manages company-owned natural gas pipeline and storage assets, including one of the largest intrastate natural gas pipeline systems in Texas. Atmos Energy is a Fortune 500 company. For more information, visit www.atmosenergy.com .

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Exhibit 99.2

 

LOGO    News Release

 

MEDIA CONTACT:      ANALYSTS CONTACT:
Gerald Hunter (972) 855-3116      Susan Giles (972) 855-3729

Atmos Energy Promotes Fred Meisenheimer

to Senior Vice President and Chief Financial Officer

DALLAS (February 3, 2009)—Atmos Energy Corporation (NYSE: ATO) today announced it has promoted Fred Meisenheimer from vice president and controller to senior vice president and chief financial officer. Mr. Meisenheimer has been acting as interim chief financial officer since January 1, 2009, and will continue in his role as controller.

“Fred’s contribution to Atmos Energy’s success over the past eight years has made him an invaluable member of the leadership team,” said Robert W. Best, chairman and chief executive officer of Atmos Energy Corporation. “We are fortunate to have such a talented and respected individual to take over as chief financial officer.”

Meisenheimer joined Atmos Energy in June 2000 as vice president and controller. Before joining Atmos Energy, Fred was controller of Vartec Telecom, a privately-held telecom services provider where he was responsible for all accounting and treasury operations. Previously, he served as assistant controller and general auditor for Oryx Energy Corporation from 1988 to 1999.

Meisenheimer earned a bachelor’s degree in accounting from Stephen F. Austin State University and an M.B.A. degree from Southern Methodist University.

About Atmos Energy

Atmos Energy Corporation, headquartered in Dallas, is the country’s largest natural-gas-only distributor, serving about 3.2 million natural gas distribution customers in more than 1,600 communities in 12 states from the Blue Ridge Mountains in the East to the Rocky Mountains in the West. Atmos Energy also provides natural gas marketing and procurement services to industrial, commercial and municipal customers primarily in the Midwest and Southeast and manages company-owned natural gas pipeline and storage assets, including one of the largest intrastate natural gas pipeline systems in Texas. Atmos Energy is a Fortune 500 company. For more information, visit www.atmosenergy.com .

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