SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 2002 Commission file number 000-26591
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RGC RESOURCES, INC.
(successor to Roanoke Gas Company)
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(Exact name of registrant as specified in its charter)
Virginia 54-1909697
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
519 Kimball Avenue, N.E., Roanoke, VA 24016
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (540) 777-4427
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Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Name of Each Exchange on
Title of Each Class Which Registered
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Common Stock, $5 Par Value OTC (Nasdaq
National Market)
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Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ ]
State the aggregate market value of the voting stock held by nonaffiliates of
the registrant as of November 30, 2002. $ 35,579,451
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the last practicable date.
Class Outstanding at November 30, 2002
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COMMON STOCK, $5 PAR VALUE 1,969,088 SHARES
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the RGC Resources, Inc. 2002 Annual Report to Shareholders are
incorporated by reference into Parts II and IV hereof.
Portions of the RGC Resources, Inc. Proxy Statement for the 2003 Annual Meeting
of Shareholders are incorporated by reference into Part III hereof.
PART I
Item 1. Business.
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HISTORICAL DEVELOPMENT
RGC Resources, Inc. (the "Company" or "Resources") was initially
incorporated in Virginia on July 31, 1998 for the primary purpose of
becoming the holding company for Roanoke Gas Company ("Roanoke Gas")
and its former subsidiaries, Bluefield Gas Company ("Bluefield Gas")
and Diversified Energy Company ("Diversified"). Effective July 1,
1999, Roanoke Gas and its subsidiaries were reorganized into a holding
company structure (the "Reorganization"). As a result of the
Reorganization: (i) Resources became a holding company owned by the
former shareholders of Roanoke Gas; (ii) Resources became the sole
owner of the stock of Roanoke Gas, Bluefield Gas and Diversified;
(iii) Commonwealth Public Service Corporation, a former subsidiary of
Bluefield, merged its natural gas distribution business into Roanoke
Gas; (iv) Roanoke Gas and Bluefield Gas continue to operate in the
natural gas distribution business as subsidiaries of Resources; and
(v) Diversified continues to carry on its nonutility propane business
as a subsidiary of Resources.
Roanoke Gas was organized as a public service corporation under the
laws of the Commonwealth of Virginia in 1912. The principal service of
Roanoke Gas was, and continues to be, the distribution and sale of
natural gas. Commencing in 1972, the distribution and sale of propane
gas was added to Roanoke Gas' line of business. The propane business
was transferred to Diversified in January 1979. Diversified, which is
not a public utility, distributes and sells propane in Southwestern
Virginia and Southern West Virginia.
On May 15, 1987, Roanoke Gas, through a series of merger transactions,
acquired 100 percent of the outstanding stock of Bluefield Gas, a
public service corporation, organized in 1944 under the laws of the
State of West Virginia and principally engaged in the distribution of
natural gas in Bluefield, West Virginia and surrounding areas, and Gas
Service, Inc. ("Gas Service"), a nonpublic utility affiliate (through
common directors and shareholders) of Bluefield Gas, which was engaged
in the sale of propane in southwestern Virginia and southern West
Virginia. After obtaining requisite shareholder approval and the
approvals of the Virginia State Corporation Commission ("Virginia
Commission") and the West Virginia Public Service Commission ("West
Virginia Commission"), Gas Service was merged into Diversified, and
Bluefield Gas became a wholly-owned subsidiary of Roanoke Gas. Prior
to the Reorganization, Bluefield Gas owned all of the issued and
outstanding stock of Commonwealth, a small Virginia public service
corporation organized in 1930 as the subsidiary of a predecessor
corporation to Bluefield Gas.
In March 1994, the Highland Gas Marketing (currently Highland Energy)
division of Diversified was established to broker natural gas to
several industrial transportation customers of Roanoke Gas and
Bluefield Gas.
On January 6, 2000, RGC Ventures, Inc. ("RGC Ventures"), a newly
created subsidiary of Resources, was merged with Cox Heating and
Cooling, Inc., headquartered in Beckley, West Virginia. Cox Heating
and Cooling, Inc. provided sales, installation and service for
heating, ventilation, and air conditioning equipment in West Virginia
with offices in Beckley and Lewisburg, West Virginia. The new
organization operates as a division of RGC Ventures and conducts
business as Highland Heating and Cooling ("Highland Heating").
In September 2001, the Company decided to restructure Highland Heating
and Cooling due to poor performance. The restructuring resulted in an
impairment loss of $699,630 related to the write-off of goodwill and
other intangibles and the write-down in value of inventory and fixed
assets. During fiscal
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2002, the Company decided to discontinue the sales of heating and air
conditioning equipment and continue the service operations with the
intent of merging Highland Heating and Cooling into Diversified Energy
Company to improve efficiencies and reduce costs.
On November 19, 1999, Resources acquired the assets of GIS/GPS
Solutions, Inc. in order to offer geographic mapping technology,
combined with database management tools, to develop user friendly,
broad based management information systems. In July 2002, the
operations function of GIS Resources, Inc. was transferred into
Roanoke Gas, and the GIS corporate entity is being dissolved.
On October 11, 2000, the information technology department of Roanoke
Gas Company formed Application Resources, Inc. to provide information
technology consulting services to Orcom Solutions, Inc.
SERVICES
Resources maintains an integrated natural gas distribution system.
Natural gas is purchased from suppliers and distributed to
residential, commercial and large industrial users through underground
mains and services. Approximately 90.1 percent of the Company's
customers are residential, approximately 9.8 percent are small
commercial users, and the remaining percentage is made up of large
industrial customers, who received approximately 29 percent of the
Company's total annual delivered volume in 2002 under the Company's
interruptible tariff and transportation gas services.
Resources' natural gas distribution business accounted for
approximately 72 percent of the total revenues generated by the
Company in fiscal 2002, and approximately 73 percent and approximately
72 percent of the Company's total revenues in fiscal years 2001 and
2000, respectively. The Company's revenues are affected by the cost of
natural gas, economic conditions in the areas that the Company serves,
and weather conditions. Higher gas costs, which the Company is
generally able to pass through to customers, may cause customers to
conserve or, in the case of industrial customers, to use alternative
energy sources.
The Company's retail sales are seasonal and temperature-sensitive as
the majority of the gas sold by Resources is used for heating. For the
fiscal year ended September 30, 2002, more than 50 percent of the
Company's total dekatherms ("DTH") of natural gas sales were made in
the four-month period of December through March. Retail gas deliveries
for fiscal 2002 were 10,563,514 DTH, as compared to 11,890,227 DTH and
11,253,948 DTH in fiscal years 2001 and 2000, respectively. The
Company's actual heating degree days in fiscal 2002 were approximately
83 percent of normal, as compared with approximately 103 percent and
88 percent of normal in fiscal years 2001 and 2000, respectively.
SUPPLIERS
Since 1993, the natural gas transportation pipelines supplying the
Company, including Columbia Gas Transmission Corporation and Columbia
Gulf Transmission Corporation (together "Columbia"), and East
Tennessee Natural Gas Company, Tennessee Gas Pipeline and Midwestern
Gas Transmission (together "East Tennessee"), have operated under
Federal Energy Regulatory Commission ("FERC") Order 636. Order 636 was
the start of a new era in the natural gas industry when the
responsibility of gas supply procurement and management was shifted
from the pipeline companies to the local distribution companies and to
other "shippers" of natural gas.
The cornerstone of Order 636 was the "unbundling" of pipeline services
to provide a number of choices to shippers. The pipelines retained the
responsibility of transporting contracted firm volumes for their
shippers but are no longer responsible for obtaining the natural gas
supplies. The Company chooses who it buys its gas from, how much
storage gas to purchase, how much transportation capacity to keep and
how much to release. The Company constantly monitors its gas
requirements to minimize exposure to
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pipeline penalties for insufficient supplies or excessive gas
injections. The Company's "shipper" responsibilities bring increased
scrutiny from the state commissions as they monitor the Company's gas
purchasing practices to assure that a "least cost with adequate
reliability" policy is followed. Accordingly, the Company has worked
diligently to ensure that its customers will have an economical and
reliable gas supply. Management believes the relationships the Company
has built with its suppliers as it constructed a supply portfolio will
allow it to continue to attain this goal.
The post Order 636 function of the pipelines is simply to transport
natural gas volumes for their shippers in a safe and efficient manner.
The pipelines issue restrictions on secondary receipt and delivery
points during periods of heavy demand that may affect the gas supply
economics. The pipelines retained the responsibilities for
transportation, title tracking, and measurement of natural gas
deliveries.
The Company currently uses long-term (multi-year), mid-term (seasonal)
and short-term (spot) gas purchases to meet its system requirements.
The Company has entered into, or is in the process of entering into,
long-term and mid-term firm supply agreements to cover the majority of
its firm demand. Long- term and mid-term suppliers currently include
Cabot Oil and Gas, Duke Energy Trading and Marketing, L.L.C.,
Equitable Energy, and Phoenix Energy Sales Company. The Company's firm
supply agreements will supply the total system requirements at varying
prices during the period October 1, 2002 through September 30, 2003.
The Company injects summer gas into its liquefied natural gas storage
facility, which is capable of storing up to 220,000 DTH for use during
peak winter periods. In addition, the Company prepays a portion of its
winter requirements under the asset management agreement with Duke
Energy Trading and Marketing, L.L.C. (the provisions of this contract
are discussed in more detail below.) The prepayment provision in the
contract allows both Roanoke Gas and Bluefield Gas to pay for
3,098,631 DTH of its winter supply by October of each year. Prior to
the Duke Energy contract, the Company contracted for storage reserves
from Columbia, Tennessee Gas Pipeline, Virginia Gas Storage Company,
and Virginia Gas Pipeline Company with a combined total of 2,918,631
DTH of underground storage capacity for Roanoke and Bluefield in 2001.
The prepaid gas service provides supply security with reduced exposure
to potential supply interruptions. It also offers the Company the
flexibility to balance supply with its highly variable,
weather-sensitive customer consumption patterns.
Columbia continues to be the Company's primary transporter of natural
gas. Columbia historically has delivered approximately 60 percent of
Roanoke Gas' gas supply and 75 percent of Bluefield Gas' gas supply.
East Tennessee and T&F Operating, Inc. deliver the remaining gas
supply to Roanoke Gas and Bluefield Gas, respectively. The rates paid
for natural gas transportation and storage services purchased from
Columbia and East Tennessee are established by tariffs approved by
FERC. These tariffs contain flexible pricing provisions, which, in
some instances, authorize these transporters to reduce rates and
charges to meet price competition.
Having two pipelines at each location, a peak shaving facility and a
number of underground storage options, the Company believes that it is
well positioned to provide adequate gas supply for future customer
growth. The Company has also contracted with Virginia Gas Company for
additional supply and storage. This became available for use in
November 2001. As a means to more fully utilize pipeline capacity and
further lower costs to its customers, Roanoke Gas and Bluefield Gas
have entered into asset management agreements. From November 1, 1999
through October 31, 2001, PG&E Energy Trading, the asset manager,
managed nomination, confirmation and scheduling of all existing supply
and storage contracts as well as supply any additional natural gas
requirements. Beginning November 1, 2001, Duke Energy Trading and
Marketing, L.L.C., ("Duke Energy"), became the new asset manager and
began managing the nomination, confirmation and scheduling of all
existing supply and storage contracts as well as supply any additional
natural gas requirements. As part of the agreement, Roanoke Gas and
Bluefield Gas exchanged their total underground storage gas for the
right to receive from Duke Energy an equal amount
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in the future. As a result of this arrangement, natural gas
inventories on the balance sheet are replaced with a new
classification called "prepaid gas service." From an operational
perspective, the prepaid gas service functions the same as inventory
with injections or prepayments made during the spring and summer
months and withdrawals or reductions occurring in the winter months.
This contract will expire on October 31, 2004. Upon expiration of the
contract, underground storage and other functions performed by Duke
Energy will revert back to Roanoke Gas and Bluefield Gas.
Diversified has entered into storage and purchase contracts for a
substantial portion of its winter supply of propane. At September 30,
2002, Diversified had contracts with seven propane suppliers for the
purchase of up to 7 million gallons of propane at varying prices per
gallon during the period October 1, 2002 through September 30, 2003,
of which contracts for 0.8 million gallons of propane are at fixed
prices. Management believes these storage and purchase contracts will
help alleviate the effects of wholesale price swings during peak sales
months and provide added supply security. In addition, Diversified has
also entered into financial options to stabilize the price of
approximately 2.4 million gallons of propane during fiscal 2003.
In addition to storage contracts, Diversified has additional storage
at 16 distribution facilities, providing a combined total capacity of
642,000 gallons. Management believes its propane supply strategies
have positioned Diversified to provide an adequate propane supply to
current customers and allow for future customer growth.
COMPETITION
Resources competes with suppliers of other energy sources such as fuel
oil, electricity and coal. Competition is intense among the other
energy sources and is based primarily on price. This is particularly
true for industrial applications where sales are at risk to price
competition in markets which may swing to other fuels.
Roanoke Gas currently holds the only franchises and/or certificates of
public convenience and necessity to distribute natural gas in its
Virginia service areas. The franchises generally extend for multi-year
periods and are renewable by the municipalities. Certificates of
public convenience and necessity, which are issued by the Virginia
Commission, are of perpetual duration, subject to compliance with
regulatory standards.
Bluefield Gas holds the only franchise to distribute natural gas in
its West Virginia service area. Its franchise extends for a period of
30 years from August 23, 1979.
Management anticipates that the Company will be able to renew all of
its franchises when they expire. There can be no assurance, however,
that a given jurisdiction will not refuse to renew a franchise or will
not, in connection with the renewal of a franchise, impose certain
restrictions or conditions that could adversely affect the Company's
business operations or financial condition.
REGULATION
Roanoke Gas and Bluefield Gas are subject to regulation at federal and
state levels. Federally, the interstate gas transmission between
Bluefield Gas and Roanoke Gas in Bluefield, Virginia is regulated by
FERC. At the state level, the Virginia and West Virginia Commissions
regulate Roanoke Gas and Bluefield Gas, respectively. Such regulation
includes the prescription of rates and charges at which natural gas is
sold to customers, the approval of agreements between or among
affiliated companies involving the provision of goods and services,
pipeline safety, and certain corporate activities of the Company,
including mergers, acquisitions and the issuance of securities. Both
state Commissions also grant certificates of public convenience and
necessity to distribute natural gas in their respective states.
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Roanoke Gas and Bluefield Gas are further regulated by the
municipalities and localities that grant franchises for the placement
of gas distribution pipelines and the operation of a gas distribution
network.
Both Roanoke Gas and Bluefield Gas operated manufactured gas plants
(MGPs) as a source of fuel for lighting and heating until the early
1950's. A by-product of operating MGPs was coal tar, and the potential
exists for on-site tar waste contaminants at former plant sites. The
extent of contaminants at these sites, if any, is unknown at this
time. An analysis at the Bluefield site indicates some soil
contamination. The Company, with concurrence of legal counsel, does
not believe any events have occurred requiring regulatory reporting.
Further, the Company has not received any notices of violation or
liabilities associated with environmental regulations related to the
MGP sites and is not aware of any off-site contamination or pollution
as a result of prior operations. Therefore, the Company has no plans
for subsurface remediation at the MGP sites. Should the Company
eventually be required to remediate either site, the Company will
pursue all prudent and reasonable means to recover any related costs,
including insurance claims and regulatory approval for rate case
recognition of expenses associated with any work required. A
stipulated rate case agreement between the Company and the West
Virginia Public Service Commission recognized the Company's right to
defer MGP clean-up costs at the Bluefield site, should any be
incurred, and to seek rate relief for such costs. If the Company
eventually incurs costs associated with a required clean-up of either
MGP site, the Company anticipates recording a regulatory asset for
such clean-up costs to be recovered in future rates. Based on
anticipated regulatory actions and current practices, management
believes that any costs incurred related to this matter will not have
a material effect on the Company's consolidated financial condition or
results of operations.
EMPLOYEES
At September 30, 2002, Resources had 174 full-time employees. As of
that date, approximately 22 percent of the Company's full-time
employees belonged to the Paper, Allied-Industrial, Chemical and
Energy Workers International Union, AFL-CIO Local No. 2-515, which has
entered into a collective bargaining agreement with Resources. The
union has been in place at the Company since 1952. A new collective
bargaining agreement became effective on August 1, 2000. That
agreement will expire on July 31, 2005. Resources considers its
employee relations to be satisfactory.
FORWARD-LOOKING STATEMENTS
From time to time, Resources may publish forward-looking statements
relating to such matters as anticipated financial performance,
business prospects, technological developments, new products and
services, research and development activities and similar matters. The
Private Securities Litigation Reform Act of 1995 provides a safe
harbor for forward-looking statements. In order to comply with the
terms of the safe harbor, the Company notes that a variety of factors
could cause the Company's actual results and experience to differ
materially from the anticipated results or other expectations
expressed in the Company's forward-looking statements. The risks and
uncertainties that may affect the operations, performance, development
and results of the Company's business include the following: (i)
inability to obtain authorization for adequate and timely rate relief
from the respective commissions; (ii) failure to earn an adequate
return on invested capital on a consistent basis; (iii) increasing
expenses and labor costs and availability; (iv) price competition from
alternate fuels; (v) volatility in the price of natural gas and
propane; (vi) uncertainty in the projected rate of growth of natural
gas and propane requirements in the Company's service area; (vii)
general economic conditions both locally and nationally; (viii)
increases in interest rates; (ix) increased customer delinquencies and
conservation efforts resulting from high fuel costs; (x) developments
in electricity and natural gas deregulation and associated industry
restructuring; (xi) signficant variations in winter heating
degree-days from normal; (xii) changes in environmental requirements
and cost of compliance; (xiii) impact of increased governmental
regulation and oversight due to the financial collapse of Enron; (xiv)
cost and availability of property and liability insurance in the wake
of terrorism concerns and corporate failures; (xv) ability to raise
debt or equity capital in the wake of
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recent corporate financial irregularities; and (xvi) new accounting
standards issued by the Financial Accounting Standards Board, which
could change the accounting treatment for certain transactions.
ITEM 2. PROPERTIES.
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Roanoke Gas owns and operates five metering stations through which it
measures and regulates the gas being delivered by its suppliers. The
location and physical description of the properties are as follows:
Plantation Station - Parcel on Virginia Highway #601 near point
of intersection of Hershberger Road (Rt. 623) and Rt. 601 - 1.590
acres.
J. M. Mason Station - S/E corner of Lakeside Circle and east of
Lot #4 of Mill Road subdivision just east of Kessler Mill Road -
.842 acres.
Sugarloaf Station - Parcel fronting on S/L of Rt. 686 and W/L of
Lynnson Drive - .111 acres.
Clearbrook Station - Parcel 356' west of Rt. 675 and 0.2 mile
south of Rt. 220 - .255 acres.
Cave Spring Station - N/L Route 221 just west of Route 688 - 3.93
acres.
The network of distribution lines include the Virginia cities of
Roanoke and Salem, the Town of Vinton, the West Virginia city of
Bluefield, the Virginia counties of Roanoke, Montgomery, Botetourt,
Tazwell and Bedford and the West Virginia county of Mercer. These
distribution lines are used to interconnect metering stations and
supply and storage facilities with customers.
Located in Botetourt County is a liquefied natural gas storage
facility that has the capacity to hold 220,000 DTH of natural gas.
Roanoke Gas' general and business offices and the maintenance and
service departments are located in Roanoke, Virginia on 8.57 acres of
land along Kimball Avenue.
Bluefield Gas' operations center and warehouse is located on 2.175
acres at 4699 East Cumberland Road and consists of a one-story metal
building with brick front. Bluefield owns a lot at 800 Pulaski Street,
Bluefield, West Virginia. In addition, Bluefield owns two lots in the
City of Bluefield, West Virginia, comprising approximately 1.23 acres,
upon which its high pressure regulator stations are located.
In West Virginia, Diversified owns an office, loading platform, garage
and storage tank facility in Rainelle. The storage facility consists
of three 18,000-gallon tanks, pumps and related equipment. A 30,000
gallon storage facility is also located in Ansted. Another 30,000
gallon facility is located near Beckley, and another 30,000 gallon
facility in Dunsmore. Another storage facility, comprising two 30,000
gallon tanks, one 18,000-gallon tank, pumps and related equipment, is
located on Bluefield Gas Company's property at 800 Pulaski Street,
Bluefield, West Virginia.
In Virginia, Diversified owns and operates eleven storage facilities.
The location and storage capacities at each facility is as follows:
Thirlane Road, N.W., Roanoke--two 30,000 gallon tanks
Fort Chiswell, Virginia--two 30,000 gallon tanks
Consolidated Glass in Galax, Virginia--one 30,000 gallon tank
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Craig County, Virginia, near the town of New Castle--one 30,000
gallon tank
Floyd County, Virginia--one 30,000 gallon tank
Virginia Forging in Botetourt County, near the town of
Buchanan--one 30,000 gallon tank
Golden West Foods in the City of Bedford--one 30,000 gallon tank
City of Buena Vista--two 30,000 gallon tanks
Alleghany County, near the town of Low Moor--one 30,000 gallon
tank
Weyers Cave--one 30,000 gallon tank
Lovingston - one 30,000 gallon tank
Resources considers its present properties adequate. The Company
intends to construct additional distribution lines and propane storage
facilities as the market demands.
ITEM 3. LEGAL PROCEEDINGS.
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Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
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There were no matters submitted to a vote of security holders during
the fourth quarter of the year ended September 30, 2002.
ITEM EXECUTIVE OFFICERS OF THE REGISTRANT
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Pursuant to General Instruction G(3) of Form 10-K, the following list
is included as an unnumbered Item in Part I of this report in lieu of
being included in the Proxy Statement for the Annual Meeting of
Stockholders to be held on January 27, 2003.
The names, ages and positions of all of the executive officers of RGC
Resources, Inc. as of September 30, 2002, are listed below with their
business experience for the past five years. Officers are appointed
annually by the Board of Directors at the meeting of directors
immediately following the Annual Meeting of Stockholders. There are no
family relationships among these officers, nor any agreement or
understanding between any officer and any other person pursuant to
which the officer was selected.
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Previous and present duties and responsibilities:
POSITION AND BUSINESS
NAME AND AGE EXPERIENCE FOR PAST FIVE YEARS
John B. Williamson, III, 48 January 2002 to present President, CEO & Chairman
June 1999 to January 2002 President & CEO
February 1998 to June 1999 President & CEO - Roanoke Gas
January 1993 to February 1998 Vice President - Rates and Finance -
Roanoke Gas
John S. D'Orazio, 42 April 2002 to present Vice President - Marketing and
Customer Service - Roanoke Gas
August 1999 to March 2002 President & COO - Diversified
Energy Company
February 1998 to July 1999 Vice President - Marketing & New
Construction - Roanoke Gas
June 1995 to January 1998 Director - Marketing & New
Construction - Roanoke Gas
Dale P. Moore, 47 January 2002 to present Vice President & Secretary
January 2001 to January 2002 Vice President & Assistant Secretary
June 1999 to January 2001 Assistant Vice President & Assistant
Secretary
May 1998 to June 1999 Director - Rates and Regulatory
Affairs - Roanoke Gas
Howard T. Lyon, 41 January 2002 to present Controller & Treasurer
June 1999 to January 2002 Controller & Assistant Treasurer
December 1987 to June 1999 Controller - Roanoke Gas
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
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The information set forth under the caption "Market Price and Dividend
Information" in the 2002 Annual Report to Shareholders is incorporated
herein by reference.
ITEM 6. SELECTED FINANCIAL DATA.
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The information set forth under the caption "Selected Financial Data"
in the 2002 Annual Report to Shareholders is incorporated herein by
reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
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RESULTS OF OPERATIONS.
----------------------
The information set forth under the caption "Management's Discussion
and Analysis of Financial Condition and Results of Operations" in the
2002 Annual Report to Shareholders is incorporated herein by
reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
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The information set forth under the caption "Market Risk" in the 2002
Annual Report to Shareholders is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
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The following consolidated financial statements of the registrant and
the Independent Auditors' Report included in the 2002 Annual Report to
Shareholders are incorporated herein by reference:
1. Independent Auditors' Report
2. Consolidated Balance Sheets as of September 30, 2002 and 2001
3. Consolidated Statements of Income for the Years Ended September
30, 2002, 2001 and 2000
4. Consolidated Statements of Stockholders' Equity for the Years
Ended September 30, 2002, 2001 and 2000
5. Consolidated Statements of Cash Flows for the years ended
September 30, 2002, 2001 and 2000
6. Notes to Consolidated Financial Statements for the years ended
September 30, 2002, 2001 and 2000
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
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FINANCIAL DISCLOSURE.
---------------------
Not applicable.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
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For information with respect to the executive officers of the
registrant, see "Executive Officers of the Registrant" at the end of
Part I of this report. For information with respect to the Directors
of the registrant, see "Election of Directors of Resources" in the
Proxy Statement for the 2003 Annual Meeting of Shareholders of
Resources, which information is incorporated herein by reference. The
information with respect to compliance with Section 16(a) of the
Exchange Act, which is set forth under the caption "Section 16(a)
Beneficial Ownership Reporting Compliance" in the Proxy Statement for
the 2003 Annual Meeting of Shareholders of Resources, is incorporated
herein by reference.
ITEM 11. EXECUTIVE COMPENSATION.
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The information set forth under the captions "Executive Compensation,"
"Report of the Compensation Committee of the Board of Directors,"
"Compensation Committee Interlocks and Insider Participation" and
"Performance Graph" in the Proxy Statement for the 2003 Annual Meeting
of Shareholders of Resources is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
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The information pertaining to shareholders beneficially owning more
than five percent of the registrant's common stock and the security
ownership of management, which is set forth under the captions "The
Annual Shareholders Meeting" and "Security Ownership of Management" in
the Proxy Statement for the 2003 Annual Meeting of Shareholders of
Resources, is incorporated herein by reference.
EQUITY COMPENSATION PLANS
The Company has three equity compensation plans.
Restricted Stock Plan for Outside Directors
The Board of Directors of the Company implemented the Restricted Stock
Plan for Outside Directors effective January 27, 1997. The Plan is
applicable to not more than 50,000 shares of RGC Resources' common
stock.
Under the Plan, a minimum of 40 percent of the monthly retainer fee
paid to each non-employee director of RGC Resources is paid in shares
of common stock ("Restricted Stock"). The number of shares of
Restricted Stock is calculated each month based on the closing sales
price of Resources' common stock on the Nasdaq National Market on the
first day of the month. Beginning in fiscal 1998, a participant can,
subject to approval of the Board, elect to receive up to 100% of his
retainer fee for the fiscal year in Restricted Stock. Such election
cannot be revoked or amended during the fiscal year.
The shares of Restricted Stock of Resources issued under the Plan will
vest only in the case of a participant's death, disability, retirement
(including not standing for reelection to the Board), or in the event
of a change in control of Resources. There is no option to take cash
in lieu of stock upon vesting of shares under the Plan. The Restricted
Stock may not be sold, transferred, assigned or pledged by the
participant until the shares have vested under the terms of the Plan.
At the time the Restricted Stock vests, a certificate for vested
shares will be delivered to the participant or the participant's
beneficiary.
The shares of Restricted Stock will be forfeited to Resources by a
participant's voluntary resignation during his term on the Board or
removal for cause as a director.
12
Key Employee Stock Option Plan of RGC Resources, Inc.
The Company has a Key Employee Stock Option Plan, which is intended to
provide the Company's executive officers and other key employees with
long-term (ten-year) incentives and rewards tied to the price of
Resources' common stock. The Committee believes that stock options
will assist the Company in attracting, maintaining and motivating
officers and other key employees of the Company, upon whose judgment,
initiative and efforts the Company depends, by providing such persons
with the opportunity to acquire interest in Resources.
The Plan requires each option's exercise price per share to equal the
fair value of the Company's common stock as of the date of the grant.
Under the terms of the Plan, the options become exercisable six months
from the grant date and expire ten years subsequent to the grant date.
All options outstanding at September 30, 2002 were fully vested and
exercisable.
RGC Resources, Inc. Stock Bonus Plan
The Stock Bonus Plan is intended to allow the Board of Directors to
award individual or collective superior performance that has resulted
in enhanced shareholder value or returns and to encourage increased
ownership of Company common stock by officers and management. The
Stock Bonus Plan is administered by the Compensation Committee of RGC
Resources, which considers recommendations from the Company's
President. The Company's bonus award proposals are subject to approval
of the Board of Directors. Under the Stock Bonus Plan, executive
officers are encouraged to own a position in the Company's common
stock of at least 50% of the value of their annual salary. To promote
this policy, the Plan provides that all officers with stock ownership
positions below 50% of the value of their annual salaries must, unless
approved by the Committee, receive no less than 50% of any performance
bonus in the form of Company common stock. Bonus amounts, if any, for
a fiscal year will generally be determined in the January following
that fiscal year end.
A summary of the equity compensation plans follows:
Equity Compensation Plan Information
(a) (b) (c)
<s>
-------------------------------------------------------------------------------------------------------
Plan category Number of securities to be Weighted-average Number of securities
issued upon exercise of exercise price of remaining available for
outstanding options, outstanding options, future issuance under equity
warrants and rights warrants and rights compensation plans
(excluding securities
reflected in column (a))
-------------------------------------------------------------------------------------------------------
Equity 60,000 19.319 52,926
compensation
plans approved by
security holders
-------------------------------------------------------------------------------------------------------
Equity - - 3,736
compensation
plans not
approved by
security holders
-------------------------------------------------------------------------------------------------------
Total 60,000 19.319 56,662
-------------------------------------------------------------------------------------------------------
13
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
- -------- ----------------------------------------------
The information with respect to certain transactions with management
of the registrant, which is set forth under the caption "Transactions
with Management" in the Proxy Statement for the 2003 Annual Meeting of
Shareholders of Resources, is incorporated herein by reference.
PART IV
ITEM 14. DISCLOSURE CONTROLS AND PROCEDURES.
- -------- ----------------------------------
Based on their evaluation of the Company's disclosure controls and
procedures (as defined by Rule 13a-14 (c) under the Securities
Exchange Act of 1934) as of a date within 90 days of the filing date
of this annual report, the Company's Chief Executive Officer and Chief
Financial Officer have concluded that these disclosure controls and
procedures are effective. There were no significant changes in the
Company's internal controls or in other factors that could
significantly affect these controls subsequent to the date of their
evaluation.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
- -------- ---------------------------------------------------------------
(a) List of documents filed as part of this report:
1. Financial statements:
All financial statements of the registrant as set forth under
Item 8 of this Report on Form 10-K.
2. Financial statement schedules:
All schedules are omitted, as the required information is
inapplicable or the information is presented in the consolidated
financial statements or related notes thereto.
3. Exhibits to this Form 10-K are as follows:
EXHIBIT NO. DESCRIPTION
- ---------- -----------
2 Amended and Restated Agreement and Plan of Merger and
Reorganization (incorporated by reference to Exhibit 2 to
Form 8-K filed on July 2, 1999)
3 (a) Articles of Incorporation of RGC Resources, Inc.
(incorporated herein by reference to Exhibit 3(a) of
Registration Statement No. 33-67311, on Form S-4, filed with
the Commission on November 13, 1998, and amended by
Amendment No. 5, filed with the Commission on January 28,
1999)
3 (b) Bylaws of RGC Resources, Inc. (incorporated herein by
reference to Exhibit 3(b) of Registration Statement No.
33-67311, on Form S-4, filed with the Commission on November
13, 1998, and amended by Amendment No. 5, filed with the
Commission on January 28, 1999)
4 (a) Specimen copy of certificate for RGC Resources, Inc. common
stock, $5.00 par value (incorporated herein by reference to
Exhibit 3(b) of Registration Statement No. 33-67311, on Form
S-4, filed with the Commission on November 13, 1998, and
amended by Amendment No. 5, filed with the Commission on
January 28, 1999)
14
4 (b) Article I of the Bylaws of RGC Resources (included in
Exhibit 3(b) hereto)
4 (c) Instruments defining the rights of holders of long-term
debt (incorporated herein by reference to Exhibit 4(c) of
the Annual Report on Form 10-K for the fiscal year ended
September 30, 1991 (SEC file number reference 0-367))
4 (d) RGC Resources, Inc., Dividend Reinvestment and Stock
Repurchase Plan (incorporated by reference to Exhibit 4 (c)
of Post-Effective Amendment No. 2 to Registration Statement
No. 33- 69902 on Form S-2 filed as of July 2, 1999)
10 (a) Firm Transportation Agreement between East Tennessee Natural
Gas Company and Roanoke Gas Company dated November 1, 1993
(incorporated herein by reference to Exhibit 10(a) of the
Annual Report on Form 10-K for the fiscal year ended
September 30, 1994 (SEC file number reference 0-367))
10 (b) Interruptible Transportation Agreement between East
Tennessee Natural Gas Company and Roanoke Gas Company dated
July 1, 1991 (incorporated herein by reference to Exhibit
10(b) of the Annual Report on Form 10-K for the fiscal year
ended September 30, 1994 (SEC file number reference 0-367))
10 (c) NTS Service Agreement between Columbia Gas Transmission
Corporation and Roanoke Gas Company dated October 25, 1994
(incorporated herein by reference to Exhibit 10(c) of the
Annual Report on Form 10-K for the fiscal year ended
September 30, 1994 (SEC file number reference 0-367))
10 (d) SIT Service Agreement between Columbia Gas Transmission
Corporation and Roanoke Gas Company dated November 30, 1993
(incorporated herein by reference to Exhibit 10(d) of the
Annual Report on Form 10-K for the fiscal year ended
September 30, 1994 (SEC file number reference 0-367))
10 (e) FSS Service Agreement between Columbia Gas Transmission
Corporation and Roanoke Gas Company dated November 1, 1993
(incorporated herein by reference to Exhibit 10(e) of the
Annual Report on Form 10-K for the fiscal year ended
September 30, 1994 (SEC file number reference 0-367))
10 (f) FTS Service Agreement between Columbia Gas Transmission
Corporation and Roanoke Gas Company dated November 1, 1993
(incorporated herein by reference to Exhibit 10(f) of the
Annual Report on Form 10-K for the fiscal year ended
September 30, 1994 (SEC file number reference 0-367))
10 (g) SST Service Agreement between Columbia Gas Transmission
Corporation and Roanoke Gas Company dated November 1, 1993
(incorporated herein by reference to Exhibit 10(g) of the
Annual Report on Form 10-K for the fiscal year ended
September 30, 1994 (SEC file number reference 0-367))
10 (h) ITS Service Agreement between Columbia Gas Transmission
Corporation and Roanoke Gas Company dated November 1, 1993
(incorporated herein by reference to Exhibit 10(h) of the
Annual Report on Form 10-K for the fiscal year ended
September 30, 1994 (SEC file number reference 0-367))
15
10 (i) FTS-1 Service Agreement between Columbia Gulf Transmission
Company and Roanoke Gas Company dated November 1, 1993
(incorporated herein by reference to Exhibit 10(i) of the
Annual Report on Form 10-K for the fiscal year ended
September 30, 1994 (SEC file number reference 0-367))
10 (j) ITS-1 Service Agreement between Columbia Gulf Transmission
Company and Roanoke Gas Company dated November 1, 1993
(incorporated herein by reference to Exhibit 10(j) of the
Annual Report on Form 10-K for the fiscal year ended
September 30, 1994 (SEC file number reference 0-367))
10 (k) Gas Transportation Agreement, for use under FT-A rate
schedule, between Tennessee Gas Pipeline Company and Roanoke
Gas Company dated November 1, 1993 (incorporated herein by
reference to Exhibit 10(k) of the Annual Report on Form 10-K
for the fiscal year ended September 30, 1994 (SEC file
number reference 0-367))
10 (l) Gas Transportation Agreement, for use under IT rate
schedule, between Tennessee Gas Pipeline Company and Roanoke
Gas Company dated September 1, 1993 (incorporated herein by
reference to Exhibit 10(l) of the Annual Report on Form 10-K
for the fiscal year ended September 30, 1994 (SEC file
number reference 0-367))
10 (m) Gas Storage Contract under rate schedule FS (Production
Area) Bear Creek II between Tennessee Gas Pipeline Company
and Roanoke Gas Company dated November 1, 1993 (incorporated
herein by reference to Exhibit 10(m) of the Annual Report on
Form 10-K for the fiscal year ended September 30, 1994 (SEC
file number reference 0-367))
10 (n) Gas Storage Contract under rate schedule FS (Production
Area) Bear Creek I between Tennessee Gas Pipeline Company
and Roanoke Gas Company dated September 1, 1993
(incorporated herein by reference to Exhibit 10(n) of the
Annual Report on Form 10-K for the fiscal year ended
September 30, 1994 (SEC file number reference 0-367))
10 (o) Certificate of Public Convenience and Necessity for Bedford
County dated February 21, 1966 (incorporated herein by
reference to Exhibit 10(o) of Registration Statement No.
33-36605, on Form S-2, filed with the Commission on August
29, 1990, and amended by Amendment No. 1, filed with the
Commission on September 19, 1990)
10 (p) Certificate of Public Convenience and Necessity for Roanoke
County dated October 19, 1965 (incorporated herein by
reference to Exhibit 10(p) of Registration Statement No.
33-36605, on Form S-2, filed with the Commission on August
29, 1990, and amended by Amendment No. 1, filed with the
Commission on September 19, 1990)
10 (q) Certificate of Public Convenience and Necessity for
Botetourt County dated August 30, 1966 (incorporated herein
by reference to Exhibit 10(q) of Registration Statement No.
33-36605, on Form S-2, filed with the Commission on August
29, 1990, and amended by Amendment No. 1, filed with the
Commission on September 19, 1990)
10 (r) Certificate of Public Convenience and Necessity for
Montgomery County dated July 8, 1985 (incorporated herein by
reference to Exhibit 10(r) of Registration Statement No.
33-36605, on Form S-2, filed with the Commission on August
29, 1990, and amended by Amendment No. 1, filed with the
Commission on September 19, 1990)
16
10 (s) Certificate of Public Convenience and Necessity for
Tazewell County dated March 25, 1968 (incorporated herein by
reference to Exhibit 10(s) of Registration Statement No.
33-36605, on Form S-2, filed with the Commission on August
29, 1990, and amended by Amendment No. 1, filed with the
Commission on September 19, 1990)
10 (t) Certificate of Public Convenience and Necessity for
Franklin County dated September 8, 1964 (incorporated herein
by reference to Exhibit 10(t) of Registration Statement No.
33-36605, on Form S-2, filed with the Commission on August
29, 1990, and amended by Amendment No. 1, filed with the
Commission on September 19, 1990)
10 (u) Ordinance of the Town of Bluefield, Virginia dated August
25, 1986 (incorporated herein by reference to Exhibit 10(u)
of Registration Statement No. 33-36605, on Form S-2, filed
with the Commission on August 29, 1990, and amended by
Amendment No. 1, filed with the Commission on September 19,
1990)
10 (v) Ordinance of the City of Bluefield, West Virginia dated
as of August 23, 1979 (incorporated herein by reference to
Exhibit 10(v) of Registration Statement No. 33-36605, on
Form S-2, filed with the Commission on August 29, 1990, and
amended by Amendment No. 1, filed with the Commission on
September 19, 1990)
10 (w) Resolution of the Council for the Town of Fincastle,
Virginia dated June 8, 1970 (incorporated herein by
reference to Exhibit 10(f) of Registration Statement No.
33-11383, on Form S-4, filed with the Commission on January
16, 1987)
10 (x) Resolution of the Council for the Town of Troutville,
Virginia dated November 4, 1968 (incorporated herein by
reference to Exhibit 10(g) of Registration Statement No.
33-11383, on Form S-4, filed with the Commission on January
16, 1987)
10 (y) Contract between Roanoke Gas Company and Diversified
Energy Services, Inc. dated December 18, 1978 (incorporated
herein by reference to Exhibit 10(e)(e) of Registration
Statement No. 33-36605, on Form S-2, filed with the
Commission on August 29, 1990, and amended by Amendment No.
1, filed with the Commission on September 19, 1990)
10 (z) Service Agreement between Bluefield Gas Company and
Commonwealth Public Service Corporation dated January 1,
1981 (incorporated herein by reference to Exhibit 10(f)(f)
of Registration Statement No. 33-36605, on Form S-2, filed
with the Commission on August 29, 1990, and amended by
Amendment No. 1, filed with the Commission on September 19,
1990)
10(a)(a) Gas Storage Contract under rate schedule FS (Market
Area) Portland between Tennessee Gas Pipeline Company and
Roanoke Gas Company dated November 1, 1993 (incorporated
herein by reference to Exhibit 10(k)(k) of the Annual Report
on Form 10-K for the fiscal year ended September 30, 1994
(SEC file number reference 0-367))
10(b)(b) FTS Service Agreement between Columbia Gas
Transmission Corporation and Bluefield Gas Company dated
November 1, 1993 (incorporated herein by reference to
Exhibit 10(l)(l) of the Annual Report on Form 10-K for the
fiscal year ended September 30, 1994 (SEC file number
reference 0-367))
10(c)(c) ITS Service Agreement between Columbia Gas
Transmission Corporation and Bluefield Gas Company dated
November 1, 1993 (incorporated herein by reference to
Exhibit 10(m)(m) of the Annual Report on Form 10-K for the
fiscal year ended September 30, 1994 (SEC file number
reference 0-367))
17
10(d)(d) FSS Service Agreement between Columbia Gas
Transmission Corporation and Bluefield Gas Company dated
November 1, 1993 (incorporated herein by reference to
Exhibit 10(n)(n) of the Annual Report on Form 10-K for the
fiscal year ended September 30, 1994 (SEC file number
reference 0-367))
10(e)(e) SST Service Agreement between Columbia Gas
Transmission Corporation and Bluefield Gas Company dated
November 1, 1993 (incorporated herein by reference to
Exhibit 10(o)(o) of the Annual Report on Form 10-K for the
fiscal year ended September 30, 1994 (SEC file number
reference 0-367))
10(f)(f) FTS-1 Service Agreement between Columbia Gulf
Transmission Company and Bluefield Gas Company dated
November 1, 1993 (incorporated herein by reference to
Exhibit 10(p)(p) of the Annual Report on Form 10-K for the
fiscal year ended September 30, 1994 (SEC file number
reference 0-367))
10(g)(g)* RGC Resources Key Employee Stock Option Plan
(incorporated herein by reference to Exhibit 4(c) of
Registration Statement No. 333-02455, Post Effective
Amendment on Form S-8, filed with the Commission on July 2,
1999)
10(h)(h)* RGC Resources, Inc. Stock Bonus Plan (incorporated herein
by reference to Exhibit 10(m)(m) of Annual Report on Form
10-K for the fiscal year ended September 30, 1999)
10(i)(i) Gas Franchise Agreement between the Town of Vinton,
Virginia, and Roanoke Gas Company dated July 2, 1996
(incorporated herein by reference to Exhibit 10(n)(n) of
Annual Report on Form 10-K for the fiscal year ended
September 30, 1996 (SEC file number reference 0-367))
10(j)(j) Gas Franchise Agreement between the City of Salem,
Virginia, and Roanoke Gas Company dated July 9, 1996
(incorporated herein by reference to Exhibit 10(o)(o) of
Annual Report on Form 10- K for the fiscal year ended
September 30, 1996 (SEC file number reference 0-367))
10(k)(k) Gas Franchise Agreement between the City of Roanoke,
Virginia, and Roanoke Gas Company dated July 12, 1996
(incorporated herein by reference to Exhibit 10(p)(p) of
Annual Report on Form 10-K for the fiscal year ended
September 30, 1996 (SEC file number reference 0-367))
10(l)(l)* RGC Resources, Inc. Restricted Stock Plan for Outside
Directors (incorporated herein by reference to Exhibit
10(r)(r) of Annual Report on Form 10-K for the fiscal year
ended September 30, 1999)
10(m)(m) FTA Gas Transportation Agreement effective November 1,
1998, between East Tennessee Natural Gas Company and Roanoke
Gas Company (incorporated herein by reference to Exhibit
10(s)(s) of Annual Report on Form 10-K for the fiscal year
ended September 30, 1998)
10(n)(n) SST Service Agreement effective November 1, 1997,
between Columbia Gas Transmission Corporation and Roanoke
Gas Company (incorporated herein by reference to Exhibit
10(t)(t) of Annual Report on Form 10-K for the fiscal year
ended September 30, 1998)
10(o)(o) FSS Service Agreement effective April 1, 1997, between
Columbia Gas Transmission Corporation and Roanoke Gas
Company (incorporated herein by reference to Exhibit
10(u)(u) of Annual Report on Form 10-K for the fiscal year
ended September 30, 1998)
18
10(p)(p) FTS Service Agreement effective November 1, 1999,
between Columbia Gas Transmission Corporation and Roanoke
Gas Company (incorporated herein by reference to Exhibit
10(p)(p) of Annual Report on Form 10-K for the fiscal year
ended September 30, 2001)
10(q)(q) Firm Storage Service Agreement effective March 19,
1997, between Virginia Gas Storage Company and Roanoke Gas
Company (incorporated herein by reference to Exhibit
10(w)(w) of Annual Report on Form 10-K for the fiscal year
ended September 30, 1998)
10(r)(r) FTS-2 Service Agreement effective February 1, 1994,
between Columbia Gulf Transmission Company and Bluefield Gas
Company (incorporated herein by reference to Exhibit
10(x)(x) of Annual Report on Form 10-K for the fiscal year
ended September 30, 1998)
10(s)(s) Firm Transportation Agreement effective December 31,
1998, between Phoenix Energy Sales Company and Bluefield Gas
Company (incorporated herein by reference to Exhibit
10(y)(y) of Annual Report on Form 10-K for the fiscal year
ended September 30, 1998)
10(t)(t) Master Firm Purchase/Sale Agreement effective November
1, 1999, between PG&E Energy Trading - Gas Corporation and
Bluefield Gas Company (incorporated herein by reference to
Exhibit 10(b)(b)(b) of Annual Report on Form 10-K for the
fiscal year ended September 30, 1999)
10(u)(u) First Amendment to the Master Firm Purchase/Sale
Agreement effective November 1, 1999, by and between
Bluefield Gas Company and PG&E Energy Trading - Gas
Corporation (incorporated herein by reference to Exhibit
10(c)(c)(c) of Annual Report on Form 10-K for the fiscal
year ended September 30, 1999)
10(v)(v) Master Firm Purchase/Sale Agreement effective March 1,
1999, between PG&E Energy Trading - Gas Corporation and
Roanoke Gas Company (incorporated herein by reference to
Exhibit 10(d)(d)(d) of Annual Report on Form 10-K for the
fiscal year ended September 30, 1999)
10(w)(w) First Amendment to the Master Firm Purchase/Sale
Agreement effective October 20, 1999 by and between Roanoke
Gas Company and PG&E Energy Trading - Gas Corporation
(incorporated herein by reference to Exhibit 10(e)(e)(e) of
Annual Report on Form 10-K for the fiscal year ended
September 30, 1999)
10(x)(x)* Change in Control Agreement between John B.
Williamson, III and RGC Resources, Inc. dated March 1, 2001
(incorporated herein by reference to Exhibit 10(g)(g)(g) of
the Quarterly Report on Form 10-Q/A for the period ended
March 31, 2001)
10(y)(y)* Change in Control Agreement between John S. D'Orazio and
RGC Resources, Inc. dated March 1, 2001 (incorporated herein
by reference to Exhibit 10(j)(j)(j) of the Quarterly Report
on Form 10-Q for the period ended March 31, 2001)
10(z)(z) Firm Storage Service Agreement by and between Roanoke
Gas Company and Virginia Gas Pipeline Company, dated June 1,
2001 (incorporated herein by reference to Exhibit
10(b)(b)(b) of Annual Report on Form 10-K for the fiscal
year ended September 30, 2001)
10(a)(a)(a) Firm Pipeline Service Agreement by and between
Roanoke Gas Company and Virginia Gas Pipeline Company, dated
June 1, 2001 (incorporated herein by reference to Exhibit
10(c)(c)(c) of Annual Report on Form 10-K for the fiscal
year ended September 30, 2001)
19
10(b)(b)(b) Natural Gas Asset Management Agreement between
Roanoke Gas Company and Duke Energy Trading and Marketing,
L.L.C. dated November 1, 2001 (incorporated herein by
reference to Exhibit 10(k)(k)(k) of the Quarterly Report on
Form 10-Q for the period ended December 31, 2001)
10(c)(c)(c) Natural Gas Asset Management Agreement between
Bluefield Gas Company and Duke Energy Trading and Marketing,
L.L.C. dated November 1, 2001. (incorporated herein by
reference to Exhibit 10(l)(l)(l) of the Quarterly Report on
Form 10-Q for the period ended December 31, 2001)
10(d)(d)(d) Promissory Note, in the amount of $2,000,000, by and between
RGC Resources, Inc. and First Union National Bank dated
March 25, 2002 (incorporated herein by reference to Exhibit
10(m)(m)(m) of the Quarterly Report on Form 10-Q for the
period ended March 31, 2002)
10(e)(e)(e) Promissory Note, in the amount of $15,000,000, by and
between Roanoke Gas Company and First Union National Bank
dated March 25, 2002 (incorporated herein by reference to
Exhibit 10(n)(n)(n) of the Quarterly Report on Form 10-Q for
the period ended March 31, 2002)
10(f)(f)(f) Promissory Note, in the amount of $4,500,000, by and between
Bluefield Gas Company and First Union National Bank dated
March 25, 2002 (incorporated herein by reference to Exhibit
10(p)(p)(p) of the Quarterly Report on Form 10-Q for the
period ended March 31, 2002)
10(g)(g)(g) Unconditional Guaranty by and between Bluefield Gas Company,
RGC Resources, Inc. and First Union National Bank dated
March 25, 2002 (incorporated herein by reference to Exhibit
10(q)(q)(q) of the Quarterly Report on Form 10-Q for the
period ended March 31, 2002)
10(h)(h)(h) Promissory Note, in the amount of $5,000,000, by and between
Diversified Energy Company and First Union National Bank
dated March 25, 2002 (incorporated herein by reference to
Exhibit 10(r)(r)(r) of the Quarterly Report on Form 10-Q for
the period ended March 31, 2002)
10(i)(i)(i) Unconditional Guaranty by and between Diversified Energy
Company, RGC Resources, Inc. and First Union National Bank
dated March 25, 2002 (incorporated herein by reference to
Exhibit 10(s)(s)(s) of the Quarterly Report on Form 10-Q for
the period ended March 31, 2002)
10(j)(j)(j) ISDA Master Agreement by and between SunTrust Bank and
Roanoke Gas Company dated October 7, 2002
10(k)(k)(k) Unconditional Unlimited Guaranty by and between RGC
Resources, Inc. and SunTrust Bank dated November 15, 2002
10(l)(l)(l) Loan Agreement by and between Roanoke Gas Company, SunTrust
Bank and RGC Resources dated November 22, 2002
10(m)(m)(m) Commercial Note by and between SunTrust Bank and Roanoke Gas
Company dated November 22, 2002
10(n)(n)(n)* Change in Control Agreement by and between RGC Resources,
Inc. and Howard T. Lyon dated May 1, 2000
10(o)(o)(o)* Change in Control Agreement by and between RGC Resources,
Inc. and Dale P. Moore dated May 1, 2000
20
13 2002 Annual Report to Shareholders (such report, except
to the extent incorporated herein by reference, is being
furnished for the information of the Commission only and is
not to be deemed filed as part of this Annual Report on Form
10-K)
21 Subsidiaries of the Company
23 Independent Auditors' Consent
99.1 Certification pursuant to 18 U.S.C. Section 1350, As
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 of John B. Williamson, III, dated December 17, 2002.
99.2 Certification pursuant to 18 U.S.C. Section 1350, As
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 of Howard T. Lyon, dated December 17, 2002.
* Management contract or compensatory plan or agreement.
(b) Reports on Form 8-K:
None.
21
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Annual Report on Form 10-K to
be signed on its behalf by the undersigned, thereunto duly authorized.
RGC RESOURCES, INC.
By: /S/ Howard T. Lyon December 17, 2002
-------------------- -------------------------
Howard T. Lyon Date
Controller and
Treasurer (Principal Financial
Officer)
22
Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual
Report on Form 10-K has been signed below by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated.
/s/ John B. Williamson, III December 17, 2002 President, Chief Executive Officer, Chairman
- ------------------------------------------------- of the Board and Director
John B. Williamson, III Date
/s/ Howard T. Lyon December 17, 2002 Controller and Treasurer
- --------------------------------------------------- (Principal Financial Officer)
Howard T. Lyon Date
/s/ Lynn D. Avis December 17, 2002 Director
- ---------------------------------------------------
Lynn D. Avis Date
/s/ Abney S. Boxley, III December 17, 2002 Director
- ---------------------------------------------------
Abney S. Boxley, III Date
/s/ Frank T. Ellett December 17, 2002 Director
- ---------------------------------------------------
Frank T. Ellett Date
/s/ Frank A. Farmer, Jr. December 17, 2002 Director
- ---------------------------------------------------
Frank A. Farmer, Jr. Date
/s/ Maryellen F. Goodlatte December 17, 2002 Director
- --------------------------------------------------
Maryellen F. Goodlatte Date
/s/ J. Allen Layman December 17, 2002 Director
- --------------------------------------------------
J. Allen Layman Date
/s/ George W. Logan December 17, 2002 Director
- --------------------------------------------------
George W. Logan Date
/s/ Thomas L. Robertson December 17, 2002 Director
- --------------------------------------------------
Thomas L. Robertson Date
/s/ S. Frank Smith December 17, 2002 Director
- --------------------------------------------------
S. Frank Smith Date
23
CERTIFICATION
I, John B. Williamson, III, certify that:
1. I have reviewed this annual report on Form 10-K of RGC Resources, Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report; and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the Company's auditors and the audit
committee of the board of directors:
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officer and I have indicated in this
annual report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: December 17, 2002
S/ John B. Williamson, III
Chairman of the Board,
President and Chief Executive Officer
CERTIFICATION
I, Howard T. Lyon, certify that:
1. I have reviewed this annual report on Form 10-K of RGC Resources, Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report; and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the Company's auditors and the audit
committee of the board of directors:
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officer and I have indicated in this
annual report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: December 17, 2002
S/Howard T. Lyon
Controller and Treasurer
(Principal Financial Officer)
EXHIBIT INDEX
Exhibit No. Description
2 Amended and Restated Agreement and Plan of Merger and
Reorganization (incorporated by reference to Exhibit 2 to
Form 8-K filed on July 2, 1999)
3 (a) Articles of Incorporation of RGC Resources, Inc.
(incorporated herein by reference to Exhibit 3(a) of
Registration Statement No. 33-67311, on Form S-4, filed with
the Commission on November 13, 1998, and amended by
Amendment No. 5, filed with the Commission on January 28,
1999)
3 (b) Bylaws of RGC Resources, Inc. (incorporated herein by
reference to Exhibit 3(b) of Registration Statement No.
33-67311, on Form S-4, filed with the Commission on November
13, 1998, and amended by Amendment No. 5, filed with the
Commission on January 28, 1999)
4 (a) Specimen copy of certificate for RGC Resources, Inc. common
stock, $5.00 par value (incorporated herein by reference to
Exhibit 3(b) of Registration Statement No. 33-67311, on Form
S-4, filed with the Commission on November 13, 1998, and
amended by Amendment No. 5, filed with the Commission on
January 28, 1999)
4 (b) Article I of the Bylaws of RGC Resources (included in
Exhibit 3(b) hereto)
4 (c) Instruments defining the rights of holders of long-term
debt (incorporated herein by reference to Exhibit 4(c) of
the Annual Report on Form 10-K for the fiscal year ended
September 30, 1991 (SEC file number reference 0-367))
4 (d) RGC Resources, Inc., Dividend Reinvestment and Stock
Repurchase Plan (incorporated by reference to Exhibit 4 (c)
of Post-Effective Amendment No. 2 to Registration Statement
No. 33- 69902 on Form S-2 filed as of July 2, 1999)
10 (a) Firm Transportation Agreement between East Tennessee Natural
Gas Company and Roanoke Gas Company dated November 1, 1993
(incorporated herein by reference to Exhibit 10(a) of the
Annual Report on Form 10-K for the fiscal year ended
September 30, 1994 (SEC file number reference 0-367))
10 (b) Interruptible Transportation Agreement between East
Tennessee Natural Gas Company and Roanoke Gas Company dated
July 1, 1991 (incorporated herein by reference to Exhibit
10(b) of the Annual Report on Form 10-K for the fiscal year
ended September 30, 1994 (SEC file number reference 0-367))
10 (c) NTS Service Agreement between Columbia Gas Transmission
Corporation and Roanoke Gas Company dated October 25, 1994
(incorporated herein by reference to Exhibit 10(c) of the
Annual Report on Form 10-K for the fiscal year ended
September 30, 1994 (SEC file number reference 0-367))
10 (d) SIT Service Agreement between Columbia Gas Transmission
Corporation and Roanoke Gas Company dated November 30, 1993
(incorporated herein by reference to Exhibit 10(d) of the
Annual Report on Form 10-K for the fiscal year ended
September 30, 1994 (SEC file number reference 0-367))
10 (e) FSS Service Agreement between Columbia Gas Transmission
Corporation and Roanoke Gas Company dated November 1, 1993
(incorporated herein by reference to Exhibit 10(e) of the
Annual Report on Form 10-K for the fiscal year ended
September 30, 1994 (SEC file number reference 0-367))
10 (f) FTS Service Agreement between Columbia Gas Transmission
Corporation and Roanoke Gas Company dated November 1, 1993
(incorporated herein by reference to Exhibit 10(f) of the
Annual Report on Form 10-K for the fiscal year ended
September 30, 1994 (SEC file number reference 0-367))
10 (g) SST Service Agreement between Columbia Gas Transmission
Corporation and Roanoke Gas Company dated November 1, 1993
(incorporated herein by reference to Exhibit 10(g) of the
Annual Report on Form 10-K for the fiscal year ended
September 30, 1994 (SEC file number reference 0-367))
10 (h) ITS Service Agreement between Columbia Gas Transmission
Corporation and Roanoke Gas Company dated November 1, 1993
(incorporated herein by reference to Exhibit 10(h) of the
Annual Report on Form 10-K for the fiscal year ended
September 30, 1994 (SEC file number reference 0-367))
10 (i) FTS-1 Service Agreement between Columbia Gulf Transmission
Company and Roanoke Gas Company dated November 1, 1993
(incorporated herein by reference to Exhibit 10(i) of the
Annual Report on Form 10-K for the fiscal year ended
September 30, 1994 (SEC file number reference 0-367))
10 (j) ITS-1 Service Agreement between Columbia Gulf Transmission
Company and Roanoke Gas Company dated November 1, 1993
(incorporated herein by reference to Exhibit 10(j) of the
Annual Report on Form 10-K for the fiscal year ended
September 30, 1994 (SEC file number reference 0-367))
10 (k) Gas Transportation Agreement, for use under FT-A rate
schedule, between Tennessee Gas Pipeline Company and Roanoke
Gas Company dated November 1, 1993 (incorporated herein by
reference to Exhibit 10(k) of the Annual Report on Form 10-K
for the fiscal year ended September 30, 1994 (SEC file
number reference 0-367))
10 (l) Gas Transportation Agreement, for use under IT rate
schedule, between Tennessee Gas Pipeline Company and Roanoke
Gas Company dated September 1, 1993 (incorporated herein by
reference to Exhibit 10(l) of the Annual Report on Form 10-K
for the fiscal year ended September 30, 1994 (SEC file
number reference 0-367))
10 (m) Gas Storage Contract under rate schedule FS (Production
Area) Bear Creek II between Tennessee Gas Pipeline Company
and Roanoke Gas Company dated November 1, 1993 (incorporated
herein by reference to Exhibit 10(m) of the Annual Report on
Form 10-K for the fiscal year ended September 30, 1994 (SEC
file number reference 0-367))
10 (n) Gas Storage Contract under rate schedule FS (Production
Area) Bear Creek I between Tennessee Gas Pipeline Company
and Roanoke Gas Company dated September 1, 1993
(incorporated herein by reference to Exhibit 10(n) of the
Annual Report on Form 10-K for the fiscal year ended
September 30, 1994 (SEC file number reference 0-367))
10 (o) Certificate of Public Convenience and Necessity for Bedford
County dated February 21, 1966 (incorporated herein by
reference to Exhibit 10(o) of Registration Statement No.
33-36605, on Form S-2, filed with the Commission on August
29, 1990, and amended by Amendment No. 1, filed with the
Commission on September 19, 1990)
10 (p) Certificate of Public Convenience and Necessity for Roanoke
County dated October 19, 1965 (incorporated herein by
reference to Exhibit 10(p) of Registration Statement No.
33-36605, on Form S-2, filed with the Commission on August
29, 1990, and amended by Amendment No. 1, filed with the
Commission on September 19, 1990)
10 (q) Certificate of Public Convenience and Necessity for
Botetourt County dated August 30, 1966 (incorporated herein
by reference to Exhibit 10(q) of Registration Statement No.
33-36605, on Form S-2, filed with the Commission on August
29, 1990, and amended by Amendment No. 1, filed with the
Commission on September 19, 1990)
10 (r) Certificate of Public Convenience and Necessity for
Montgomery County dated July 8, 1985 (incorporated herein by
reference to Exhibit 10(r) of Registration Statement No.
33-36605, on Form S-2, filed with the Commission on August
29, 1990, and amended by Amendment No. 1, filed with the
Commission on September 19, 1990)
10 (s) Certificate of Public Convenience and Necessity for
Tazewell County dated March 25, 1968 (incorporated herein by
reference to Exhibit 10(s) of Registration Statement No.
33-36605, on Form S-2, filed with the Commission on August
29, 1990, and amended by Amendment No. 1, filed with the
Commission on September 19, 1990)
10 (t) Certificate of Public Convenience and Necessity for
Franklin County dated September 8, 1964 (incorporated herein
by reference to Exhibit 10(t) of Registration Statement No.
33-36605, on Form S-2, filed with the Commission on August
29, 1990, and amended by Amendment No. 1, filed with the
Commission on September 19, 1990)
10 (u) Ordinance of the Town of Bluefield, Virginia dated August
25, 1986 (incorporated herein by reference to Exhibit 10(u)
of Registration Statement No. 33-36605, on Form S-2, filed
with the Commission on August 29, 1990, and amended by
Amendment No. 1, filed with the Commission on September 19,
1990)
10 (v) Ordinance of the City of Bluefield, West Virginia dated
as of August 23, 1979 (incorporated herein by reference to
Exhibit 10(v) of Registration Statement No. 33-36605, on
Form S-2, filed with the Commission on August 29, 1990, and
amended by Amendment No. 1, filed with the Commission on
September 19, 1990)
10 (w) Resolution of the Council for the Town of Fincastle,
Virginia dated June 8, 1970 (incorporated herein by
reference to Exhibit 10(f) of Registration Statement No.
33-11383, on Form S-4, filed with the Commission on January
16, 1987)
10 (x) Resolution of the Council for the Town of Troutville,
Virginia dated November 4, 1968 (incorporated herein by
reference to Exhibit 10(g) of Registration Statement No.
33-11383, on Form S-4, filed with the Commission on January
16, 1987)
10 (y) Contract between Roanoke Gas Company and Diversified
Energy Services, Inc. dated December 18, 1978 (incorporated
herein by reference to Exhibit 10(e)(e) of Registration
Statement No. 33-36605, on Form S-2, filed with the
Commission on August 29, 1990, and amended by Amendment No.
1, filed with the Commission on September 19, 1990)
10 (z) Service Agreement between Bluefield Gas Company and
Commonwealth Public Service Corporation dated January 1,
1981 (incorporated herein by reference to Exhibit 10(f)(f)
of Registration Statement No. 33-36605, on Form S-2, filed
with the Commission on August 29, 1990, and amended by
Amendment No. 1, filed with the Commission on September 19,
1990)
10(a)(a) Gas Storage Contract under rate schedule FS (Market
Area) Portland between Tennessee Gas Pipeline Company and
Roanoke Gas Company dated November 1, 1993 (incorporated
herein by reference to Exhibit 10(k)(k) of the Annual Report
on Form 10-K for the fiscal year ended September 30, 1994
(SEC file number reference 0-367))
10(b)(b) FTS Service Agreement between Columbia Gas
Transmission Corporation and Bluefield Gas Company dated
November 1, 1993 (incorporated herein by reference to
Exhibit 10(l)(l) of the Annual Report on Form 10-K for the
fiscal year ended September 30, 1994 (SEC file number
reference 0-367))
10(c)(c) ITS Service Agreement between Columbia Gas
Transmission Corporation and Bluefield Gas Company dated
November 1, 1993 (incorporated herein by reference to
Exhibit 10(m)(m) of the Annual Report on Form 10-K for the
fiscal year ended September 30, 1994 (SEC file number
reference 0-367))
10(d)(d) FSS Service Agreement between Columbia Gas
Transmission Corporation and Bluefield Gas Company dated
November 1, 1993 (incorporated herein by reference to
Exhibit 10(n)(n) of the Annual Report on Form 10-K for the
fiscal year ended September 30, 1994 (SEC file number
reference 0-367))
10(e)(e) SST Service Agreement between Columbia Gas
Transmission Corporation and Bluefield Gas Company dated
November 1, 1993 (incorporated herein by reference to
Exhibit 10(o)(o) of the Annual Report on Form 10-K for the
fiscal year ended September 30, 1994 (SEC file number
reference 0-367))
10(f)(f) FTS-1 Service Agreement between Columbia Gulf
Transmission Company and Bluefield Gas Company dated
November 1, 1993 (incorporated herein by reference to
Exhibit 10(p)(p) of the Annual Report on Form 10-K for the
fiscal year ended September 30, 1994 (SEC file number
reference 0-367))
10(g)(g)* RGC Resources Key Employee Stock Option Plan
(incorporated herein by reference to Exhibit 4(c) of
Registration Statement No. 333-02455, Post Effective
Amendment on Form S-8, filed with the Commission on July 2,
1999)
10(h)(h)* RGC Resources, Inc. Stock Bonus Plan (incorporated herein
by reference to Exhibit 10(m)(m) of Annual Report on Form
10-K for the fiscal year ended September 30, 1999)
10(i)(i) Gas Franchise Agreement between the Town of Vinton,
Virginia, and Roanoke Gas Company dated July 2, 1996
(incorporated herein by reference to Exhibit 10(n)(n) of
Annual Report on Form 10-K for the fiscal year ended
September 30, 1996 (SEC file number reference 0-367))
10(j)(j) Gas Franchise Agreement between the City of Salem,
Virginia, and Roanoke Gas Company dated July 9, 1996
(incorporated herein by reference to Exhibit 10(o)(o) of
Annual Report on Form 10- K for the fiscal year ended
September 30, 1996 (SEC file number reference 0-367))
10(k)(k) Gas Franchise Agreement between the City of Roanoke,
Virginia, and Roanoke Gas Company dated July 12, 1996
(incorporated herein by reference to Exhibit 10(p)(p) of
Annual Report on Form 10-K for the fiscal year ended
September 30, 1996 (SEC file number reference 0-367))
10(l)(l)* RGC Resources, Inc. Restricted Stock Plan for Outside
Directors (incorporated herein by reference to Exhibit
10(r)(r) of Annual Report on Form 10-K for the fiscal year
ended September 30, 1999)
10(m)(m) FTA Gas Transportation Agreement effective November 1,
1998, between East Tennessee Natural Gas Company and Roanoke
Gas Company (incorporated herein by reference to Exhibit
10(s)(s) of Annual Report on Form 10-K for the fiscal year
ended September 30, 1998)
10(n)(n) SST Service Agreement effective November 1, 1997,
between Columbia Gas Transmission Corporation and Roanoke
Gas Company (incorporated herein by reference to Exhibit
10(t)(t) of Annual Report on Form 10-K for the fiscal year
ended September 30, 1998)
10(o)(o) FSS Service Agreement effective April 1, 1997, between
Columbia Gas Transmission Corporation and Roanoke Gas
Company (incorporated herein by reference to Exhibit
10(u)(u) of Annual Report on Form 10-K for the fiscal year
ended September 30, 1998)
10(p)(p) FTS Service Agreement effective November 1, 1999,
between Columbia Gas Transmission Corporation and Roanoke
Gas Company (incorporated herein by reference to Exhibit
10(p)(p) of Annual Report on Form 10-K for the fiscal year
ended September 30, 2001)
10(q)(q) Firm Storage Service Agreement effective March 19,
1997, between Virginia Gas Storage Company and Roanoke Gas
Company (incorporated herein by reference to Exhibit
10(w)(w) of Annual Report on Form 10-K for the fiscal year
ended September 30, 1998)
10(r)(r) FTS-2 Service Agreement effective February 1, 1994,
between Columbia Gulf Transmission Company and Bluefield Gas
Company (incorporated herein by reference to Exhibit
10(x)(x) of Annual Report on Form 10-K for the fiscal year
ended September 30, 1998)
10(s)(s) Firm Transportation Agreement effective December 31,
1998, between Phoenix Energy Sales Company and Bluefield Gas
Company (incorporated herein by reference to Exhibit
10(y)(y) of Annual Report on Form 10-K for the fiscal year
ended September 30, 1998)
10(t)(t) Master Firm Purchase/Sale Agreement effective November
1, 1999, between PG&E Energy Trading - Gas Corporation and
Bluefield Gas Company (incorporated herein by reference to
Exhibit 10(b)(b)(b) of Annual Report on Form 10-K for the
fiscal year ended September 30, 1999)
10(u)(u) First Amendment to the Master Firm Purchase/Sale
Agreement effective November 1, 1999, by and between
Bluefield Gas Company and PG&E Energy Trading - Gas
Corporation (incorporated herein by reference to Exhibit
10(c)(c)(c) of Annual Report on Form 10-K for the fiscal
year ended September 30, 1999)
10(v)(v) Master Firm Purchase/Sale Agreement effective March 1,
1999, between PG&E Energy Trading - Gas Corporation and
Roanoke Gas Company (incorporated herein by reference to
Exhibit 10(d)(d)(d) of Annual Report on Form 10-K for the
fiscal year ended September 30, 1999)
10(w)(w) First Amendment to the Master Firm Purchase/Sale
Agreement effective October 20, 1999 by and between Roanoke
Gas Company and PG&E Energy Trading - Gas Corporation
(incorporated herein by reference to Exhibit 10(e)(e)(e) of
Annual Report on Form 10-K for the fiscal year ended
September 30, 1999)
10(x)(x)* Change in Control Agreement between John B.
Williamson, III and RGC Resources, Inc. dated March 1, 2001
(incorporated herein by reference to Exhibit 10(g)(g)(g) of
the Quarterly Report on Form 10-Q/A for the period ended
March 31, 2001)
10(y)(y)* Change in Control Agreement between John S. D'Orazio and
RGC Resources, Inc. dated March 1, 2001 (incorporated herein
by reference to Exhibit 10(j)(j)(j) of the Quarterly Report
on Form 10-Q for the period ended March 31, 2001)
10(z)(z) Firm Storage Service Agreement by and between Roanoke
Gas Company and Virginia Gas Pipeline Company, dated June 1,
2001 (incorporated herein by reference to Exhibit
10(b)(b)(b) of Annual Report on Form 10-K for the fiscal
year ended September 30, 2001)
10(a)(a)(a) Firm Pipeline Service Agreement by and between
Roanoke Gas Company and Virginia Gas Pipeline Company, dated
June 1, 2001 (incorporated herein by reference to Exhibit
10(c)(c)(c) of Annual Report on Form 10-K for the fiscal
year ended September 30, 2001)
10(b)(b)(b) Natural Gas Asset Management Agreement between
Roanoke Gas Company and Duke Energy Trading and Marketing,
L.L.C. dated November 1, 2001 (incorporated herein by
reference to Exhibit 10(k)(k)(k) of the Quarterly Report on
Form 10-Q for the period ended December 31, 2001)
10(c)(c)(c) Natural Gas Asset Management Agreement between
Bluefield Gas Company and Duke Energy Trading and Marketing,
L.L.C. dated November 1, 2001. (incorporated herein by
reference to Exhibit 10(l)(l)(l) of the Quarterly Report on
Form 10-Q for the period ended December 31, 2001)
10(d)(d)(d) Promissory Note, in the amount of $2,000,000, by and between
RGC Resources, Inc. and First Union National Bank dated
March 25, 2002 (incorporated herein by reference to Exhibit
10(m)(m)(m) of the Quarterly Report on Form 10-Q for the
period ended March 31, 2002)
10(e)(e)(e) Promissory Note, in the amount of $15,000,000, by and
between Roanoke Gas Company and First Union National Bank
dated March 25, 2002 (incorporated herein by reference to
Exhibit 10(n)(n)(n) of the Quarterly Report on Form 10-Q for
the period ended March 31, 2002)
10(f)(f)(f) Promissory Note, in the amount of $4,500,000, by and between
Bluefield Gas Company and First Union National Bank dated
March 25, 2002 (incorporated herein by reference to Exhibit
10(p)(p)(p) of the Quarterly Report on Form 10-Q for the
period ended March 31, 2002)
10(g)(g)(g) Unconditional Guaranty by and between Bluefield Gas Company,
RGC Resources, Inc. and First Union National Bank dated
March 25, 2002 (incorporated herein by reference to Exhibit
10(q)(q)(q) of the Quarterly Report on Form 10-Q for the
period ended March 31, 2002)
10(h)(h)(h) Promissory Note, in the amount of $5,000,000, by and between
Diversified Energy Company and First Union National Bank
dated March 25, 2002 (incorporated herein by reference to
Exhibit 10(r)(r)(r) of the Quarterly Report on Form 10-Q for
the period ended March 31, 2002)
10(i)(i)(i) Unconditional Guaranty by and between Diversified Energy
Company, RGC Resources, Inc. and First Union National Bank
dated March 25, 2002 (incorporated herein by reference to
Exhibit 10(s)(s)(s) of the Quarterly Report on Form 10-Q for
the period ended March 31, 2002)
10(j)(j)(j) ISDA Master Agreement by and between SunTrust Bank and
Roanoke Gas Company dated October 7, 2002
10(k)(k)(k) Unconditional Unlimited Guaranty by and between RGC
Resources, Inc. and SunTrust Bank dated November 15, 2002
10(l)(l)(l) Loan Agreement by and between Roanoke Gas Company, SunTrust
Bank and RGC Resources dated November 22, 2002
10(m)(m)(m) Commercial Note by and between SunTrust Bank and Roanoke Gas
Company dated November 22, 2002
10(n)(n)(n)* Change in Control Agreement by and between RGC Resources,
Inc. and Howard T. Lyon dated May 1, 2000
10(o)(o)(o)* Change in Control Agreement by and between RGC Resources,
Inc. and Dale P. Moore dated May 1, 2000
13 2002 Annual Report to Shareholders (such report, except
to the extent incorporated herein by reference, is being
furnished for the information of the Commission only and is
not to be deemed filed as part of this Annual Report on Form
10-K)
21 Subsidiaries of the Company
23 Independent Auditors' Consent
99.1 Certification pursuant to 18 U.S.C. Section 1350, As
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 of John B. Williamson, III, dated December 17, 2002.
99.2 Certification pursuant to 18 U.S.C. Section 1350, As
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 of Howard T. Lyon, dated December 17, 2002.
* Management contract or compensatory plan or agreement.