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
July 1, 2001
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 Commission File (I.R.S. Employer
of Incorporation or Number Identification No.)
Organization)
1800 THREE LINCOLN CENTRE,
5430 LBJ FREEWAY, DALLAS, TEXAS 75240
-------------------------------- ---------------------
(Address of Principal (Zip Code)
Executive Offices)
(972) 934-9227
------------------------------
(Registrant's Telephone Number, Including Area Code)
Not Applicable
---------------------------
(Former Name or Former Address, if Changed Since Last Report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Effective July 1, 2001, the Registrant acquired the assets of the Louisiana Gas
Service Company division ("LGS") of Citizens Communications Company (formerly
known as Citizens Utilities Company, "Citizens") as well as the assets of LGS
Natural Gas Company ("LGSN"), a wholly-owned subsidiary of Citizens
(collectively, the "Acquisition"). The Registrant announced the closing of the
Acquisition in a press release dated July 2, 2001, a copy of which is attached
hereto as Exhibit 99.1 and is incorporated herein by reference. The Acquisition
was consummated pursuant to that certain Purchase and Sale Agreement entered
into by and among the parties on April 13, 2000 (the "Agreement"). Such document
is included as Exhibit 2.1 hereto, which is also incorporated herein by
reference.
The purchase price of approximately $365 million, paid in cash, was determined
through arms-length negotiations between the parties. Prior to the execution of
the Agreement, the Company had no material relationship with Citizens. The
Company financed the acquisition primarily through the offer and sale of
Registrant's Senior Notes in the cumulative amount of $350 million on May 22,
2001. The closing of the transaction was conditioned, among other things, upon
approvals from the Louisiana Public Service Commission and the Federal Trade
Commission, which approvals were received prior to the closing of the
transaction.
The assets acquired from Citizens consist of the property, plant and equipment
used in Citizens' regulated natural gas sales and distribution business in the
State of Louisiana--the LGS division, as well as Citizens' unregulated natural
gas-related operations in the State of Louisiana--LGSN. The Registrant intends
to continue to utilize the assets of both the former LGS division and of the
former LGSN subsidiary primarily in the same manner as before the Acquisition.
Effective July 1, 2001, the Registrant has combined the assets and operations of
the former LGS division of Citizens with the assets and operations of its Trans
Louisiana Gas Company division, and renamed the division Atmos Energy Louisiana,
which Registrant will continue to operate along with its Energas Company,
Greeley Gas Company, United Cities Gas Company and Western Kentucky Gas Company
divisions. Also effective July 1, 2001, the assets of LGSN were assigned to
three wholly-owned subsidiaries of the Registrant--Trans Louisiana Gas Pipeline,
Inc., Trans Louisiana Industrial Gas Company, Inc. and Trans Louisiana Gas
Storage, Inc.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of businesses acquired:
The financial statements required by this item are not included herewith
and will be filed within 60 days of the required filing date of this
Form 8-K.
(b) Pro forma financial information:
The financial statements required by this item are not included herewith
and will be filed within 60 days of the required filing date of this
Form 8-K.
(c) Exhibits
2.1 Purchase and Sale Agreement (Louisiana Gas Operations) among Citizens
Utilities Company, LGS Natural Gas Company and Atmos Energy
Corporation dated as of April 13, 2000 (incorporated herein by
reference to Exhibit 2.1 to the Registrant's Registration Statement on
Form S-3/A filed November 6, 2000 (File No. 333-93705)).
99.1 News Release of Atmos Energy Corporation dated July 2, 2001.
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 13, 2001 By: /s/ LOUIS P. GREGORY
----------------------------------
Louis P. Gregory
Senior Vice President
and General Counsel
EXHIBIT INDEX
Item
----
Number Description
------ -----------
2.1 Purchase and Sale Agreement (Louisiana Gas Operations) among Citizens
Utilities Company, LGS Natural Gas Company and Atmos Energy Corporation
dated as of April 13, 2000 (incorporated herein by reference to Exhibit
2.1 to the Registrant's Registration Statement on Form S-3/A filed
November 6, 2000 (File No. 333-93705)).
99.1 News Release of Atmos Energy Corporation dated July 2, 2001.