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
April 13, 2006
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
(Registrants 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 Principal Officers; Election of Directors: Appointment of Principal
Officers.
As reported in its news release issued April 13, 2006, Kim R. Cocklin, currently senior vice president, general counsel and chief
compliance officer of Piedmont Natural Gas Company, has been appointed senior vice president, utility operations, of Atmos Energy Corporation, effective October 1, 2006. Mr. Cocklin will be succeeding R. Earl Fischer, who is retiring
effective October 1, 2006. Having served in his current position at Piedmont since he joined that company in February 2003, Mr. Cocklin, 55, is responsible for numerous areas at Piedmont, including all legal, governmental and community
affairs, corporate communications and Sarbanes-Oxley compliance. Prior to joining Piedmont, Cocklin was with Williams Gas Pipeline from 1995 to January 2003, where he served in various capacities, including his service as vice president for rates,
regulatory and business development for all of the Williams Gas pipelines from 2001 to January 2003.
Although Atmos Energy is not a party to any
employment agreement with Mr. Cocklin, he will receive an annual salary of $375,000 and will be eligible to participate in all other applicable incentive, benefit and deferred compensation plans offered by the company, beginning on the expected
date of his employment in the summer of 2006. Mr. Cocklin will also receive a one-time cash payment of $118,750 for expenses related to his relocation to the companys headquarters in Dallas in addition to the normal relocation benefits
package provided by the company to all relocating employees. Also, in connection with the beginning of his employment with the company, Mr. Cocklin will receive a one-time grant of 60,000 time-lapse restricted shares of Atmos Energy common
stock under its 1998 long-term incentive plan. The restricted stock will vest in three equal annual installments beginning November 30, 2006.
Atmos Energy
will also enter into a change in control severance agreement with Mr. Cocklin to provide certain severance benefits to him in the event of the termination of his employment within three years following a change in control of the company. The
agreement will provide that the company will pay Mr. Cocklin a lump sum severance payment equal to 2.5 times his total compensation, comprised of the annual base salary and average bonus, as such term is defined in the agreement.
However, if he is terminated by the company for cause (as defined in the agreement), or if his employment is terminated by retirement, death, or disability, the agreement will provide that the company will not be obligated to pay the
lump sum severance payment to Mr. Cocklin. The agreement will further provide that if Mr. Cocklin voluntarily terminates his employment except for constructive termination (as defined in the agreement), the company will not be
obligated to pay him the lump sum severance payment. A form of such change in control severance agreement has been previously filed with the Commission as Exhibit 10.21(b) of Form 10-K for the fiscal year ended September 30, 1998.
A copy of a news release issued on April 13, 2006 announcing these management changes is filed herewith as Exhibit 99.1.
2
Item 9.01. Financial Statements and Exhibits.
3
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.
/s/ LOUIS P. GREGORY
4
INDEX TO EXHIBITS
Exhibit
Number
Description
5
(d)
Exhibits.
99.1
News Release issued by Atmos Energy Corporation dated April 13, 2006
ATMOS ENERGY CORPORATION
(Registrant)
DATE: April 13, 2006
By:
Louis P. Gregory
Senior Vice President and General Counsel
99.1
News Release issued by Atmos Energy Corporation dated April 13, 2006
Exhibit 99.1
| News Release | ||||
| MEDIA CONTACT: | ANALYSTS CONTACT: | |||
|
Cindy Foor (972) 855-3717 |
Susan Kappes (972) 855-3729 | |||
Atmos Energy Names Kim R. Cocklin as New
Senior Vice President, Utility Operations
Industry veteran brings extensive experience in both operations and regulatory matters
DALLAS (April 13, 2006)Atmos Energy Corporation (NYSE: ATO) today announced it has selected Kim R. Cocklin as senior vice president, utility operations, overseeing all operations for the companys 12-state natural gas distribution service territory. Cocklin begins his new role this summer. The current head of operations, R. Earl Fischer, will be retiring from this post October 1, 2006, and the coming months will enable a smooth transition of leadership.
Atmos Energy has been extremely fortunate to have had a true professional like Earl Fischer spend his entire career with us in a variety of capacities, said Robert W. Best, chairman, president and chief executive officer. His leadership and wise counsel have been critical to the success of Atmos Energy over his long and accomplished career, added Best. Earl is not only an outstanding leader and officer, but more importantly, he is a great person and friend.
Cocklin joins Atmos Energy from Piedmont Natural Gas Company, where he was senior vice president, general counsel, and chief compliance officer. In this role, he was responsible for numerous areas, including all legal, governmental and community affairs, corporate communications and Sarbanes-Oxley compliance. Prior to joining Piedmont, Cocklin was senior vice president of Williams Gas Pipeline, in charge of the operations of Texas Gas and Central Pipelines, where he later oversaw planning, rates and regulatory and business development for all of the Williams pipelines.
Im thrilled that Kim will be joining the Atmos Energy family, said Best. Ive known Kim for many years, and I had the opportunity to work with him firsthand at Texas Gas. Kim believes in the Atmos culture and values, and he will be a great leader for our company.
Cocklin holds a bachelor of science degree, as well as a masters degree, from Wichita State University. He earned his J.D. degree from Washburn University School of Law.
Page Two Kim Cocklin as New Senior Vice President
One of the things that drew us to Kim is his widespread experience in the natural gas industry, along with his extensive operations, legal and rate and regulatory experience, said Best. Kim has worked in both the interstate pipeline and distribution venues at both the state and federal level. It really is a perfect fit for us.
About Atmos Energy
Atmos Energy Corporation, headquartered in Dallas, is the countrys largest natural-gas-only distributor, serving about 3.2 million gas utility customers. Atmos Energys utility operations serve more than 1,500 communities in 12 states from the Blue Ridge Mountains in the East to the Rocky Mountains in the West. Atmos Energys nonutility operations, organized under Atmos Energy Holdings, Inc., operate in 22 states. They provide natural gas marketing and procurement services to industrial, commercial and municipal customers and manage company-owned natural gas pipeline and storage assets, including one of the largest intrastate natural gas pipelines in Texas. For more information, visit www.atmosenergy.com .
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