-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WznmUaAx51ogoLOc6nBW1CGx4tBgaP6towufqraoOHPwhQhYYbWR20f1bD7CBBJg IEGmm1g+rB4zH1/P+uWEEQ== 0000950144-97-007949.txt : 19970721 0000950144-97-007949.hdr.sgml : 19970721 ACCESSION NUMBER: 0000950144-97-007949 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970610 ITEM INFORMATION: Other events FILED AS OF DATE: 19970718 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED CITIES GAS CO CENTRAL INDEX KEY: 0000101105 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS DISTRIBUTION [4924] IRS NUMBER: 361801540 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-01284 FILM NUMBER: 97642356 BUSINESS ADDRESS: STREET 1: 5300 MARYLAND WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 6153735310 MAIL ADDRESS: STREET 1: 5300 MARYLAND WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FORMER COMPANY: FORMER CONFORMED NAME: SOUTHEASTERN ILLINOIS GAS CO DATE OF NAME CHANGE: 19670829 8-K 1 UNITED CITIES GAS CO. FORM 8-K 1 \ SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 -------------------------- United Cities Gas Company - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Illinois & Virginia 0-12841 36-1801540 - -------------------------------------------------------------------------------- (State or other (Commission File (I.R.S. Employer jurisdiction of Number) Identification No.) incorporation) 5300 Maryland Way, Brentwood, Tennessee 37027 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (615) 373-5310 -------------------------- 2 ITEM 5. OTHER EVENTS Pursuant to Instruction F to Form 8-K, the information contained in the press release filed as Exhibit 99.1 and Exhibit 99.2, hereto is hereby incorporated by reference in answer to Item 5 of this Form 8-K. -2- 3 SIGNATURES 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. UNITED CITIES GAS COMPANY Date: June 10, 1997 By /s/ James B. Ford -------------------------------------- James B. Ford Senior Vice President and Treasurer -3- 4 EXHIBIT INDEX
EXHIBIT SEQUENTIALLY NUMBER DESCRIPTION OF EXHIBIT NUMBERED PAGE 99.1 Press release dated June 10, 1997 relating to Proposed order filed with Illinois Commerce Commission in Atmos Energy, United Cities merger. 99.2 Press release dated June 25, 1997 relating to Illinois Commission approves Atmos merger with United Cities.
E-1 EX-99.1 2 NEWS RELEASE FROM 06/10/97 1 NEWS RELEASE [ATMOS LOGO] [UNITED CITIES GAS COMPANY LOGO] 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. EX-99.2 3 PRESS RELEASE DATED 6/25/97 1 NEWS RELEASE [ATMOS LOGO] [UNITED CITIES GAS COMPANY LOGO] 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 that 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. -----END PRIVACY-ENHANCED MESSAGE-----