e8vk
Table of Contents

UNITED STATES
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

June 17, 2004
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)   Number)   Identification No.)
         
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)

 

TABLE OF CONTENTS

Item 5. Other Events.
Item 7. Financial Statements and Exhibits.
SIGNATURE
EXHIBIT INDEX
Agreement and Plan of Merger
Senior Credit Facility Commitment Letter
Guaranty
Letter Re: Unaudited Interim Financial Information
Consent of Deloitte & Touche LLP
Audited Consolidated Financial Statements
Unaudited Condensed Consolidated Statements

Table of Contents

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 subsidiary’s 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

 

Table of Contents

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 7, 2004  By:   /s/ LOUIS P. GREGORY    
    Louis P. Gregory   
    Senior Vice President
and General Counsel 		  
 

 

Table of Contents

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