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) JUNE 10, 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 June 10, 1997, the Registrant announced in a joint news release with United Cities Gas Company of Brentwood, Tennessee ("United Cities"), that they had joined with the staff of the Illinois Commerce Commission in filing a proposed order which, if approved by the Illinois Commission, would grant approval of the merger of the Registrant with United Cities. The companies announced that they 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. (b) On June 25, 1997, the Registrant announced in a joint news release with United Cities Gas Company of Brentwood, Tennessee ("United Cities"), that the Illinois Commerce Commission had issued an order, dated June 25, 1997, approving the merger of United Cities and the Registrant. 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 Joint News Release of Atmos Energy Corporation and United Cities Gas Company dated June 10, 1997. 99.2 Joint News Release of Atmos Energy Corporation and United Cities Gas Company dated June 25, 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: July 17, 1997 By: /s/ Glen A. Blanscet ------------------------- Glen A. Blanscet Vice President, General Counsel and Corporate Secretary EXHIBIT 99.1 [ATMOS ENERGY CORPORATION AND UNITED CITIES GAS COMPANY LOGOS APPEAR HERE] NEWS RELEASE DATE: June 10, 1997 ATMOS MEDIA CONTACT: Margaret Watson (972)855-4050 FOR RELEASE: IMMEDIATELY ATMOS INVESTOR/ ANALYST CONTACT: Don James (972)855-3720 UNITED CITIES CONTACT: Jim Ford (615)373-5310, ext. 302 PROPOSED ORDER FILED WITH ILLINOIS COMMISSION IN ATMOS ENERGY, UNITED CITIES MERGER Dallas, TX - Atmos Energy Corporation (NYSE: ATO) and United Cities Gas Company (NASDAQ: UCIT) of Brentwood, Tennessee, have joined with the staff of the Illinois Commerce Commission in filing a proposed order which, if approved by the Commission, will grant approval of the merger of Atmos and United Cities. In April, the hearing examiner issued a proposed order recommending that the merger not be approved. The hearing examiner's order was based upon his finding that Atmos and United Cities had not submitted sufficient evidence to show the merger would have produced net benefits to Illinois customers. United Cities and Atmos have now submitted a study which demonstrates such net benefits, and have agreed to pass those benefits on to the Illinois customers. The proposed order, if accepted by the hearing examiner, can at the earliest, be considered by the Commission at its June 25 public meeting. Following Commission approval, the parties will then have 30 days in which to seek rehearing. The parties to the proceeding are Atmos, United Cities and the Commission staff. In November 1996, shareholders of both companies approved the merger in which Atmos would be the surviving entity. Regulatory approval is required in 10 of the 13 states in which the combined companies will operate. To date, approvals have been received in all states requiring approval except Illinois. Atmos Chairman, President and Chief Executive Officer, Robert W. Best said, "We are still on target to close the merger by the end of July. We are confident that our settlement with the Illinois Commerce Commission staff will be approved by the Commission later this month." United Cities Gas Company distributes natural gas and propane gas to approximately 350,000 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 99.2 [ATMOS ENERGY CORPORATION AND UNITED CITIES GAS COMPANY LOGOS APPEAR HERE] NEWS RELEASE DATE: June 25, 1997 ATMOS MEDIA CONTACT: Margaret Watson (972)855-4050 FOR RELEASE: IMMEDIATELY ATMOS INVESTOR/ ANALYST CONTACT: Don James (972)855-3720 UNITED CITIES CONTACT: Jim Ford (615)373-5310, ext. 302 ILLINOIS COMMISSION APPROVES ATMOS MERGER WITH UNITED CITIES (Dallas, Texas) -- Atmos Energy Corporation (NYSE:ATO) and United Cities Gas Company (NASDAQ: UCIT) announced today that the Illinois Commerce Commission has issued an order, dated June 25, 1997, approving the merger of United Cities and Atmos. The Commission order reflects the agreement previously reached by the parties to the approval proceeding. The only parties are Atmos, United Cities and the Commission staff. The parties to the proceeding now have a 30-day period in which to seek rehearing. "The approval by the Illinois Commerce Commission is the final approval required for the merger of United Cities and Atmos. We expect to close the transaction in the last week of July," said Robert W. Best, chairman, president, and chief executive officer of Atmos. United Cities Gas Company distributes natural gas and propane gas to approximately 350,000 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. # # #