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 ---------------------------- ------------------- (State or Other Jurisdiction (I.R.S. Employer of Incorporation or Identification No.) Organization) 1800 THREE LINCOLN CENTRE, 5430 LBJ FREEWAY, DALLAS, TEXAS 75240 ------------------------------- ------------------- (Address of Principal Executive (Zip Code) Offices) Registrant's Telephone Number, Including Area Code (972) 934-9227 -------------- ------------------------------------------------------------ (Former Name or Former Address, if Changed Since Last Report) 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 ------------------------ Glen A. Blanscet Vice President, General Counsel and Corporate Secretary 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. # # # 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. # # # 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. # # #