UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Form 8-K/A
Current Report Pursuant to
Section 13 or
15(d) of the Securities Exchange Act of 1934
September 30, 2004
Date of Report (Date of earliest event reported)
ATMOS ENERGY CORPORATION
| TEXAS AND VIRGINIA | 1-10042 | 75-1743247 | ||
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| (State or Other Jurisdiction | (Commission File | (I.R.S. Employer | ||
| of Incorporation) | Number) | Identification No.) |
| 1800 THREE LINCOLN CENTRE, 5430 LBJ FREEWAY, DALLAS, TEXAS |
75240 | |
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| (Address of Principal Executive Offices) | (Zip Code) |
(972) 934-9227
Not Applicable
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 9.01. Financial Statements and Exhibits. | ||||||||
| SIGNATURE | ||||||||
| EXHIBIT INDEX | ||||||||
| Unaudited Pro Forma Combined Financial Information | ||||||||
This Form 8-K/A is being filed to amend the Form 8-K filed on October 6, 2004 to include the pro forma financial information required by Item 9.01(b).
Item 9.01. Financial Statements and 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 22, 2004 | By: | /s/ LOUIS P. GREGORY | ||
| Louis P. Gregory | ||||
| Senior Vice President and General Counsel |
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EXHIBIT 99.1
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION
On October 1, 2004, Atmos Energy Corporation (referred to in this report, with its subsidiaries, as Atmos or we, us, our, the company or a similar word) completed our acquisition of the natural gas distribution and pipeline operations of TXU Gas Company. The TXU Gas operations we acquired are regulated businesses engaged in the purchase, transmission, distribution and sale of natural gas in the north-central, eastern and western parts of Texas. In this report, we refer to TXU Gas Company as TXU Gas and to the acquisition of these operations as the TXU Gas acquisition.
The purchase price for the TXU Gas acquisition was approximately $1.905 billion (after preliminary closing adjustments), which we paid in cash. We acquired approximately $121 million of working capital of TXU Gas and did not assume any indebtedness of TXU Gas in connection with the acquisition. TXU Gas provided for the repayment of all of its indebtedness and redeemed all of its preferred stock prior to closing and retained and agreed to pay certain other liabilities under the terms of the acquisition agreement. The purchase price is subject to further adjustment after closing for the actual amount of working capital we acquired and other specified matters. We anticipate that any post-closing adjustments will not be material.
We funded the purchase price for the TXU Gas acquisition with approximately $235.8 million in net proceeds from our offering of 9,939,393 shares of common stock, which we completed on July 19, 2004, and approximately $1.7 billion in net proceeds from our issuance on October 1, 2004 of commercial paper backstopped by a senior unsecured revolving credit agreement, which we entered into on September 24, 2004 for bridge financing for the TXU Gas acquisition. In this report, we refer to the July offering of our common stock as the July 2004 common stock offering, the senior unsecured revolving credit agreement as the bridge financing facility and the $1.7 billion of commercial paper that we issued backstopped by the bridge financing facility, together with any commercial paper we may issue to refinance this commercial paper, as the acquisition commercial paper.
On October 14, 2004, we commenced a public offering of 14,000,000 shares of our common stock, plus up to an additional 2,100,000 shares issuable pursuant to an overallotment option granted to the underwriters of the common stock offering. Except as otherwise indicated, all information in this report assumes that the underwriters will not exercise their overallotment option. On October 21, 2004, we priced the offering of our common stock at $24.75 per share. The net proceeds of this offering of common stock will be approximately $332.2 million, after the payment of the underwriting discount and the commissions and estimated offering expenses payable by us. This offering of common stock is expected to close on October 27, 2004. In this report, we refer to our offering of our common stock described above as the common stock offering and the shares of common stock we intend to issue, collectively, as the shares.
On October 18, 2004, we commenced and priced our offering of $1.4 billion senior unsecured notes, consisting of $400 million of our 4.00% senior notes due 2009, $500 million of our 4.95% senior notes due 2014, $200 million of our 5.95% senior notes due 2034 and $300 million of our floating rate senior notes due 2007. The floating rate senior notes will bear interest at a rate equal to the three-month LIBOR rate plus 0.375% per year. The net proceeds of this offering of notes will be approximately $1.39 billion, after the payment of the underwriting discounts and the commissions and estimated offering expenses payable by us. This offering of senior notes closed on October 22, 2004. In this report, we refer to our offering of the multiple series of senior unsecured notes described above as the senior notes offering and the various series of senior unsecured notes we intend to issue, collectively, as the senior notes.
In June 2004, we entered into two agreements to fix the Treasury yield component of $675 million principal amount of the senior notes, which we refer to in this report as the June 2004 Treasury lock agreements. In September 2004, we entered into two additional agreements to fix the Treasury yield component of an additional $200 million principal amount of the senior notes. We intend to terminate and settle the June 2004 Treasury lock agreements on October 22, 2004, using additional short-term borrowings. The fair value of the June 2004 Treasury lock agreements, as of October 18, 2004, represented an obligation of approximately $44.0 million, which is the amount we expect to pay to settle the June 2004 Treasury lock agreements. In this report, we refer to the settlement of the June 2004 Treasury lock agreements as the Treasury lock settlement.
We intend to use the net proceeds from the senior notes offering and the expected net proceeds from the common stock offering to repay in full the acquisition commercial paper remaining outstanding on October 27, 2004 and the short-term debt to be incurred on October 22, 2004 in connection with the Treasury lock settlement. The proceeds from the senior notes offering and the common stock offering will reduce permanently the availability under the bridge financing facility. Neither the completion of the senior notes offering nor the completion of the common stock offering is contingent upon the other.
The following unaudited pro forma combined financial statements are based on our historical consolidated financial statements and TXU Gass historical financial statements, adjusted to give effect to the July 2004 common stock offering, the consummation of the TXU Gas acquisition, the use of the net proceeds from the July 2004 common stock offering and the issuance of the acquisition commercial paper to pay the purchase price for the TXU Gas acquisition and related fees and expenses and the use of the net proceeds of the common stock offering and the senior notes offering to repay in full the acquisition commercial paper and short-term debt incurred in connection with the Treasury lock settlement. The unaudited pro forma combined statements of income for the nine months ended June 30, 2004 and for the twelve months ended September 30, 2003 gives effect to these matters as if each had occurred on October 1, 2002. The unaudited pro forma combined balance sheet as of June 30, 2004 gives effect to these matters as if each had occurred on June 30, 2004.
The unaudited pro forma combined financial statements reflect pro forma adjustments that are described in the accompanying notes and are based on available information and certain assumptions we believe are reasonable but are subject to change. In our opinion, all adjustments that are necessary to present fairly the pro forma information have been made. The unaudited pro forma combined financial statements do not purport to represent what our results of operations or financial position would actually have been had the matters described above occurred on such dates or to project our results of operations or financial position for any future date or period. The unaudited pro forma combined financial statements include adjustments that reflect our preliminary estimates of the allocation of the purchase price to the acquired assets and assumed liabilities of TXU Gas. The preliminary purchase price allocation is subject to change as more detailed analyses are completed and additional information related to the fair values of TXU Gass assets acquired and liabilities assumed in the TXU Gas acquisition become available. Final purchase accounting adjustments may differ materially from the pro forma adjustments presented herein. The unaudited pro forma combined financial statements do not reflect any operating efficiencies and cost savings that we may achieve with respect to the combined entities nor any expense associated with achieving these benefits.
The historical financial statements of TXU Gas are based on TXU Gass historical financial statements as filed with the SEC. To prepare the unaudited pro forma combined statement of income for the year ended September 30, 2003, we used our consolidated statement of income for the twelve months ended September 30, 2003 and TXU Gass statement of income for the twelve months ended December 31, 2003. To prepare the unaudited pro forma combined statement of income for the nine months ended June 30, 2004, we used our consolidated statement of income for the nine months ended June 30, 2004 and derived TXU Gass statement of income for the nine months ended June 30, 2004 using TXU Gass unaudited statement of income for the six months ended June 30, 2004 and its audited statement of income for the twelve months ended December 31, 2003 and TXU Gass unaudited statement of income for the nine months ended September 30, 2003. Please note that the historical financial information of TXU Gas presented in the unaudited pro forma combined balance sheet and the unaudited pro forma combined statements of income reflect the entire assets and operations of TXU Gas for the periods and as of the dates indicated. However, in the TXU Gas acquisition we acquired only the natural gas distribution and pipeline operations of TXU Gas. See Note 2(a) in the Notes to Unaudited Pro Forma Combined Financial Statements.
You should read the following unaudited pro forma combined financial information in conjunction with: our audited and unaudited consolidated financial statements and the related notes, which are included in our annual report on Form 10-K for the year ended September 30, 2003, filed with the Securities and Exchange Commission (the "SEC") on November 21, 2003, and our quarterly report on Form 10-Q for the quarterly period ended June 30, 2004, filed with the SEC on August 13, 2004; and TXU Gass audited and unaudited financial statements and related notes, which are included in our current reports on Form 8-K filed with the SEC on July 7, 2004 and August 31, 2004.
UNAUDITED PRO FORMA COMBINED BALANCE
SHEET
Historical
Historical
Pro Forma
Atmos
TXU Gas
Adjustments
Pro Forma
(in thousands)
$
2,588,059
$
2,008,888
$
(147,629
)(a)(b)
$
4,449,318
903,313
384,619
(884
)(a)(b)
1,287,048
1,684,746
1,624,269
(146,745
)
3,162,270
126,895
8,001
27,029
(a)(j)
161,925
243,719
28,751
41,760
(a)
314,230
90,141
129,528
219,669
18,710
56,071
(34,930
)(a)
39,851
479,465
222,351
33,859
735,675
275,844
299,768
139,440
(b)
715,052
240,477
52,236
(1,154
)(a)(c)(d)
291,559
$
2,680,532
$
2,198,624
$
25,400
$
4,904,556
$
$
75,000
$
(75,000
)(a)
$
263
4
116
(b)(c)
383
762,464
815,521
(247,641
)(b)(c)
1,330,344
167,535
(135,173
)
135,173
(b)
167,535
(3,416
)
(3,899
)
3,899
(b)
(3,416
)
926,846
751,453
(183,453
)
1,494,846
863,266
280,077
1,117,104
(a)(c)
2,260,447
1,790,112
1,031,530
933,651
3,755,293
201,123
89,273
(54,469
)(a)
235,927
210,759
129,588
(95,904
)(a)(j)
244,443
300,000
(300,000
)(a)(c)(j)
5,918
150,000
(150,000
)(a)
5,918
417,800
668,861
(600,373
)
486,288
227,899
29,722
(29,722
)(b)
227,899
105,059
134,661
239,720
139,662
333,850
(278,156
)(a)(d)
195,356
$
2,680,532
$
2,198,624
$
25,400
$
4,904,556
The accompanying notes are an integral part of the unaudited pro forma combined financial statements.
UNAUDITED PRO FORMA COMBINED STATEMENT OF
INCOME
Historical
Historical
Pro Forma
Atmos
TXU Gas
Adjustments
Pro Forma
(in thousands, except per share data)
$
1,425,022
$
1,075,050
$
(6,054
)(e)
$
2,494,018
1,255,386
1,255,386
20,492
20,492
(273,741
)
(273,741
)
2,427,159
1,075,050
(6,054
)
3,496,155
1,003,977
633,529
1,637,506
1,214,395
1,214,395
9,158
9,158
(273,042
)
(273,042
)
1,954,488
633,529
2,588,017
472,671
441,521
(6,054
)
908,138
166,476
280,548
(87,442
)(e)(f)
359,582
69,879
56,988
(5,739
)(e)(f)(g)
121,128
45,901
78,962
10
(e)
124,873
282,256
416,498
(93,171
)
605,583
190,415
25,023
87,117
302,555
7,850
(120,306
)
123,317
(e)(f)
10,861
49,506
26,086
23,916
(e)(h)
99,508
148,759
(121,369
)
186,518
213,908
56,148
(15,654
)
40,411
(i)
80,905
$
92,611
$
(105,715
)
$
146,107
$
133,003
$
1.79
$
1.76
$
1.78
$
1.75
51,788
23,939
75,727
52,166
23,939
76,105
The accompanying notes are an integral part of the unaudited pro forma combined financial statements.
UNAUDITED PRO FORMA COMBINED STATEMENT OF
INCOME
Historical
Historical
Pro Forma
Atmos
TXU Gas
Adjustments
Pro Forma
(in thousands, except per share data)
$
1,554,082
$
1,344,106
$
(17,729
)(e)
$
2,880,459
1,668,493
1,668,493
21,630
21,630
(444,289
)
(444,289
)
2,799,916
1,344,106
(17,729
)
4,126,293
1,062,679
790,542
1,853,221
1,644,328
1,644,328
1,540
&