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
June 17, 2004
Date of Report (Date of earliest event reported)
ATMOS ENERGY CORPORATION
TEXAS AND VIRGINIA | 1-10042 | 75-1743247 | ||
(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 | |||
(Address of Principal | (Zip Code) | |||
Executive Offices) |
(972) 934-9227
Not Applicable
Item 5. Other Events.
On June 17, 2004, a subsidiary of Atmos Energy Corporation entered into a definitive agreement to acquire the natural gas distribution and pipeline operations of TXU Gas Company, a subsidiary of TXU Corp (the Acquisition). The purchase price for the acquisition is $1.925 billion, which is payable in cash. Atmos Energy has received a commitment from Merrill Lynch, Pierce, Fenner & Smith Incorporated and one of its affiliates to provide a 364-day senior unsecured credit facility to finance, or backstop the issuance of commercial paper to finance, the acquisition. In addition, on June 17, 2004 in connection with the execution of the definitive agreement, Atmos Energy executed a guaranty of its subsidiarys obligations under the definitive agreement.
Copies of the definitive agreement relating to the Acquisition, the credit facility commitment letter and the guaranty from Atmos Energy are filed hereto as Exhibits 2.1, 10.1 and 10.2, respectively. The audited consolidated financial statements of TXU Gas Company and its subsidiaries as of December 31, 2003 and 2002 and for the three years ended December 31, 2003 and the unaudited condensed consolidated financial statements of TXU Gas Company and its subsidiaries as of March 31, 2004 and for the three-month periods ended March 31, 2004 and 2003 are filed hereto as Exhibits 99.1 and 99.2, respectively. Please note that these audited and unaudited financial statements of TXU Gas Company reflect the entire assets and operations of TXU Gas Company. However, under the terms of the Acquisition, we are only acquiring the natural gas distribution and pipeline operations of TXU Gas Company.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
2.1 |
Agreement and Plan of Merger by and between TXU Gas Company and LSG Acquisition Corporation dated June 17, 2004 (schedules omitted, to be supplementally furnished to the Commission upon request) |
|
10.1 |
Senior Credit Facility Commitment Letter among Merrill Lynch, Pierce, Fenner & Smith Incorporated, Merrill Lynch Capital Corporation and Atmos Energy Corporation dated June 16, 2004 |
|
10.2 | Guaranty of Atmos Energy Corporation dated June 17, 2004 | |
15.1 | Letter regarding unaudited interim financial information | |
23.1 | Consent of Deloitte & Touche LLP | |
99.1 |
Audited Consolidated Financial Statements of TXU Gas Company and its Subsidiaries as of December 31, 2003 and 2002 and for the three years ended December 31, 2003 |
|
99.2 |
Unaudited Condensed Consolidated Financial Statements of TXU Gas Company and its Subsidiaries as of March 31, 2004 and for the three-month periods ended March 31, 2004 and 2003 |
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: July 7, 2004 | By: | /s/ LOUIS P. GREGORY | ||
Louis P. Gregory | ||||
Senior Vice President and General Counsel |
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EXHIBIT INDEX
Exhibit Number |
Description |
|
2.1
|
Agreement and Plan of Merger by and between TXU Gas Company and LSG Acquisition Corporation dated June 17, 2004 (schedules omitted, to be supplementally furnished to the Commission upon request) | |
10.1
|
Senior Credit Facility Commitment Letter among Merrill Lynch, Pierce, Fenner & Smith Incorporated, Merrill Lynch Capital Corporation and Atmos Energy Corporation dated June 16, 2004 | |
10.2
|
Guaranty of Atmos Energy Corporation dated June 17, 2004 | |
15.1
|
Letter regarding unaudited interim financial information | |
23.1
|
Consent of Deloitte & Touche LLP | |
99.1
|
Audited Consolidated Financial Statements of TXU Gas Company and its Subsidiaries as of December 31, 2003 and 2002 and for the three years ended December 31, 2003 | |
99.2
|
Unaudited Condensed Consolidated Financial Statements of TXU Gas Company and its Subsidiaries as of March 31, 2004 and for the three-month periods ended March 31, 2004 and 2003 |