UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Form 8-K
Current Report Pursuant to
Section 13 or
15(d) of the Securities Exchange Act of 1934
October 14, 2004
Date of Report (Date of earliest event reported)
ATMOS ENERGY CORPORATION
| TEXAS AND VIRGINIA (State or Other Jurisdiction of Incorporation) |
1-10042 (Commission File Number) |
75-1743247 (I.R.S. Employer Identification No.) |
| 1800 THREE LINCOLN CENTRE, 5430 LBJ FREEWAY, DALLAS, TEXAS (Address of Principal Executive Offices) |
75240 (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:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 8.01. Other Events. | ||||||||
| Item 9.01. Financial Statements and Exhibits. | ||||||||
| SIGNATURE | ||||||||
| EXHIBIT INDEX | ||||||||
| News Release | ||||||||
Item 8.01. Other Events.
Common Stock Offering
On October 14, 2004, Atmos Energy Corporation (the “Company”), announced in a news release that it had commenced a public offering of 13,000,000 shares of its common stock, plus up to an additional 1,950,000 shares issuable pursuant to an overallotment option granted to the underwriters of the common stock offering. A copy of the news release is attached as Exhibit 99.1 to this report and is incorporated herein into this Item 8.01 by reference.
Senior Unsecured Notes Offering
On October 18, 2004, the Company commenced and priced its offering of $1.4 billion senior unsecured notes consisting of $400 million of its 4.00% Senior Notes due 2009, $500 million of its 4.95% Senior Notes due 2014, $200 million of its 5.95% Senior Notes due 2034 and $300 million of its Floating Rate Senior Notes due 2007. The Floating Rate Senior Notes due 2007 will bear interest at a rate equal to the three-month LIBOR rate plus 0.375%. The Company estimates that the net proceeds of this offering will be approximately $1.39 billion, after the payment of the underwriting discount, commissions and estimated offering expenses. The Company intends to use the net proceeds from the sale of the senior unsecured notes to repay a portion of the approximately $1.7 billion in commercial paper the Company issued to finance the acquisition of the natural gas distribution and pipeline operations of TXU Gas Company, which closed on October 1, 2004. This offering is expected to close on October 22, 2004.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
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) |
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| DATE: October 18, 2004 | By: | /s/ LOUIS P. GREGORY | ||
| Louis P. Gregory | ||||
| Senior Vice President and General Counsel | ||||
Exhibit 99.1
News Release
Media and financial analysts contact
:
Susan Kappes (972) 855-3729
Atmos Energy Announces Public Offering of 13 Million Shares
DALLAS (October 14, 2004)—Atmos Energy Corporation (NYSE: ATO) today said that it plans to make a public offering of 13,000,000 shares of its common stock. The offering will be made under the company’s shelf registration statement filed with the Securities and Exchange Commission. The underwriters will be granted an option by the Company to purchase up to an additional 1,950,000 shares to cover overallotments, if any.
Atmos Energy also intends to offer approximately $1.35 billion of senior unsecured notes which will be conducted as a separate public offering by means of a separate prospectus.
Atmos Energy intends to use the net proceeds from this offering and the planned senior unsecured notes offering to repay short-term debt incurred to purchase the natural gas distribution and pipeline operations of TXU Gas Company from TXU Corp., which closed on October 1, 2004.
Merrill Lynch & Co. will be the lead manager for the offering with Banc of America Securities LLC, JPMorgan, SunTrust Robinson Humphrey and Wachovia Securities serving as co-managers. The offering of the shares of common stock may be made only by means of a prospectus. A copy of the preliminary prospectus supplement can be obtained from Merrill Lynch & Co., 4 World Financial Center, North Tower, New York, New York 10080.
This news release does not constitute an offer to sell any securities under the offering.
Atmos Energy Corporation, headquartered in Dallas, is the country’s largest natural-gas-only distributor, serving approximately 3.1 million gas utility customers. Atmos Energy’s 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 Energy’s nonutility operations, organized under Atmos Energy Holdings, Inc., operate in 18 states. They provide natural gas marketing and procurement services to industrial, commercial and municipal customers and manage company-owned natural gas storage and pipeline assets, including one of the largest intrastate natural gas pipeline systems in Texas.
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