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, 1996 Commission file number 0-367
------------------ -----
ROANOKE GAS COMPANY
- ----------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Virginia 54-0359895
- ----------------------------------------- -------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
519 Kimball Ave., N.E., Roanoke, VA 24016
- ----------------------------------------- -------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (540) 983-3800
-------------------------
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
- --------------------------- --------------------------
OTC (Nasdaq
Common Stock, $5 Par Value National Market)
- --------------------------- --------------------------
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
---- ----
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 December 13, 1996. $25,800,589
-----------
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 December 13, 1996
- -------------------------- --------------------------------
COMMON STOCK, $5 PAR VALUE 1,484,926 SHARES
- -------------------------- --------------------------------
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the 1996 Annual Report to Stockholders are incorporated by
reference into Parts II and IV hereof.
Portions of the Proxy Statement for the Annual Meeting of Stockholders to be
held on January 27, 1997 are incorporated by reference into Part III hereof.
PART I
------
Item 1. Business.
- ------ --------
Historical Development
----------------------
Roanoke Gas Company ("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 Energy Company, d/b/a Highland Propane
Company ("Highland"), in January 1979. Highland, which is not a
public utility, distributes propane through two divisions,
Highland Propane - Roanoke and Highland Propane - Bluefield.
On May 15, 1987, Roanoke Gas, through a series of merger
transactions, acquired 100 percent of the outstanding stock of
Bluefield Gas Company ("Bluefield"), 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, 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 Highland, and Bluefield
became a wholly-owned subsidiary of Roanoke Gas. Bluefield owns
all of the issued and outstanding stock of Commonwealth Public
Service Corporation ("Commonwealth"), a small Virginia public
service corporation organized in 1930 as the subsidiary of a
predecessor corporation to Bluefield.
In March 1994, the gas marketing division of Highland Propane was
established to broker natural gas to several industrial
transportation customers of Roanoke Gas.
Services
--------
Roanoke Gas Company and its subsidiaries (together "Company")
maintain 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 90.0 percent of the Company's
customers are residential, approximately 9.9 percent are small
commercial users, and the remaining percentage is made up of
large industrial customers, who purchase approximately 24 percent
of the Company's total annual sales volume under the Company's
interruptible tariff and transportation gas services.
The Company's natural gas distribution business accounted for 92
percent of the total revenues generated by the Company in fiscal
1996, and 91 percent and 92 percent of the Company's total
revenues in fiscals 1995 and 1994, 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. In recent years, however, regulatory
changes at the federal level and excess supply in the natural gas
industry have led to a national spot market for natural gas and
an increase in the number of suppliers of natural gas.
Item 1. Business. (continued)
- ------ --------
Services (continued)
--------
The Company's retail sales are seasonal and temperature-sensitive
as the majority of the gas sold by the Company is used for
heating. For the fiscal year ended September 30, 1996, more than
54 percent of the Company's total MCF of natural gas sales were
made in the four-month period of December through March. Retail
gas sales for fiscal 1996 were 11,169,948 MCF, as compared to
9,961,877 MCF and 10,267,038 MCF in fiscals 1995 and 1994,
respectively. The Company's actual heating degree days in fiscal
1996 were approximately 111 percent of normal, as compared with
approximately 90 percent of normal in fiscal 1995 and
approximately 104 percent of normal in fiscal 1994.
In prior years, the Company and its public service subsidiaries
sold and installed gas appliances and parts and offered servicing
of such appliances. These unregulated activities did not
contribute materially to the Company's consolidated gross
revenues. Management's analysis during 1995 indicated that it is
more cost effective to outsource gas appliance sales.
Accordingly, the Company discontinued general merchandising
operations during the fourth quarter of fiscal 1995.
The risks and uncertainties that may affect the operations,
performance, development and results of the Company's business
include the following: (i) obtaining adequate rate relief from
regulatory authorities on a timely basis; (ii) earning on a
consistent basis an adequate return on invested capital;
(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) some uncertainty in
the projected rate of growth of natural gas and propane
requirements in the Company's service area; and (vii) general
economic conditions both locally and nationally. In addition,
the Company's business is seasonal in character and strongly
influenced by weather conditions. Extreme changes in winter
heating degree days from the normal or mean can have significant
short-term impacts on revenues and gross margin. Management of
the Company believes that the Company has the resources to deal
successfully with these and other issues.
Suppliers
---------
Effective November 1, 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 and Tennessee Gas Pipeline (together "East Tennessee"),
have operated under Federal Energy Regulatory Commission ("FERC")
Order 636. This Order 636 restructuring 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 is the "unbundling" of pipeline
services to provide a number of choices to shippers. The Company
can now elect to choose 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 pipeline penalties for
insufficient supplies or excessive gas injections. The Company's
new "shipper" responsibilities are expected to 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 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.
Item 1. Business. (continued)
- ------ --------
Suppliers (continued)
---------
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 supply agreements to cover the
majority of its firm transportation needs. Long-term suppliers
currently include Amoco Energy Trading, Ashland Exploration,
Coastal Gas Marketing, Columbia Energy Services, L,G&E Natural
Gas and Panenergy Trading Company. The Company has also entered
into six short-term contracts with five natural gas suppliers to
purchase approximately 4,222,000 DTH of natural gas at varying
prices during the period October 1, 1996 through September 30,
1997.
With the growth of the spot gas market, gas prices have developed
a pronounced seasonal pattern, with summer to winter price swings
of as much as 40 percent. The Company tries to take advantage of
this opportunity by injecting lower-priced summer gas into its
liquefied natural gas storage facility, which is capable of
storing 220,000 DTH for use during peak winter periods. In
addition, the Company has contracted for extensive storage
reserves from Columbia, Tennessee Gas Pipeline and Virginia Gas
Storage Company, with a combined total of 2,617,761 DTH of
underground storage capacity for Roanoke and Bluefield. These
reserves were available for summer 1996 storage injections using
spot market supply. This increased storage capacity 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. In addition, the Company
participates in pipeline capacity release programs to further
minimize the cost of firm service to its customers by reselling
pipeline capacity not needed during the warmer months.
Columbia continues to be the Company's primary transporter of
natural gas. Columbia historically has delivered two-thirds of
Roanoke Gas' gas supply and 100 percent of Bluefield's gas
supply. East Tennessee continues to be the Company's other major
source of supply. Historically, East Tennessee has delivered
one-third of the Company's natural gas supply. The rates paid
for natural gas transportation and storage services purchased
from Columbia and East Tennessee are established by tariffs
approved by the FERC. These tariffs contain flexible pricing
provisions which, in some instances, authorize these suppliers to
reduce rates and charges to meet price competition.
Having two major pipeline transporters, an adequate 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 been, and
will continue to be, flexible and creative as it markets its own
transportation capacity and makes its gas purchasing decisions.
The Company believes that Order 636 provides regulatory
stability. Additionally, the increased opportunities available
in a deregulated natural gas supply environment may result in
additional market forces that establish gas prices and help keep
them more consistent and competitive.
Highland has entered into storage and purchase contracts for a
substantial portion of its winter supply of propane. At
September 30, 1996, Highland has two short-term contracts with
propane suppliers for the purchase of 1,040,000 gallons of
propane at varying prices per gallon during the period October 1,
1996 through September 30, 1997. Management believes these
storage and purchase contracts will help control the effects of
wholesale price swings during peak sales months and provide added
supply security.
Item 1. Business. (continued)
- ------ --------
Suppliers (continued)
---------
In addition to storage contracts, Highland Propane - Roanoke has
three storage facilities, providing a combined total storage of
150,000 gallons, and Highland Propane - Bluefield has two storage
facilities, providing a combined total storage of 114,000
gallons. Management believes its propane supply strategies have
made Highland well positioned to provide an adequate propane
supply to current customers and allow for future customer growth.
Competition
-----------
The Company competes with other energy sources such as fuel oil,
electricity and coal. Competition is intense among the competing
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 residual
and other fuel oils.
Roanoke Gas and Commonwealth currently hold the only franchises
and/or certificates of public convenience and necessity to
distribute natural gas in their respective 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.
In July 1996, Roanoke Gas and the City of Roanoke signed a new
multi-year franchise agreement. This new agreement, which was
effective January 1, 1996, has a 20-year term. In addition,
Roanoke Gas signed new multi-year franchise agreements with the
City of Salem and the Town of Vinton in July 1996. The new
agreements, which were also effective January 1, 1996, have
20-year terms.
Bluefield Gas Company 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.
Supervision and Regulation
--------------------------
Roanoke Gas and its public service subsidiaries are subject to
regulation at federal and state levels. Federally, the
interstate gas transmission between Bluefield and Commonwealth is
regulated by the FERC. At the state level, Roanoke Gas and its
public service subsidiaries are regulated by the Virginia and
West Virginia Commissions. Such regulation includes the
prescription of rates and charges at which natural gas is sold to
customers and the approval of agreements between or among
affiliated companies involving the provision of goods and
services and other corporate activities of the Company, including
mergers, acquisitions and the issuance of securities. The
Virginia Commission also grants certificates of public
convenience and necessity to distribute natural gas in counties
in the Commonwealth of Virginia. Bluefield's West Virginia
operations are regulated by the West Virginia Commission, which
regulates the rates at which natural gas may be sold, certain
corporate activities of Bluefield and pipeline safety.
Item 1. Business. (continued)
- ------ --------
Supervision and Regulation (continued)
--------------------------
Roanoke Gas' and its public service subsidiaries' Virginia and
West Virginia operations are further supervised by municipalities
and localities which grant franchises for the placement of gas
distribution pipelines and the operation of a gas distribution
network.
Both Roanoke Gas and Bluefield operated manufactured gas plants
(MGPs) as a source of fuel for lighting and heating until the
early 1950's. The process involved heating coal in a low-oxygen
environment to produce a manufactured gas that could be
distributed through Roanoke Gas' and Bluefield's pipeline systems
to customers. A by-product of the process was coal tar, and the
potential exists for on-site tar waste contaminants at both
former plant sites. The extent of contaminants at these sites is
unknown at this time, and the Company has not performed formal
analysis at the Roanoke Gas MGP site. 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 these prior operations. Therefore, the Company
has no plans for subsurface remediation at either of the MGP
sites. Should the Company eventually be required to remediate
either of the MGP sites, 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. Based
upon prior orders of the Virginia Commission related to
environmental matters at other companies, Roanoke Gas believes it
will be able to recover prudently incurred costs. Additionally,
a stipulated rate case agreement between Bluefield and the West
Virginia Commission recognizes Bluefield's right to defer MGP
clean-up costs, 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 which are anticipated to be recoverable in future
rates. Based on anticipated regulatory actions and current
practices, management believes that any costs incurred related to
the previously-mentioned environmental matters will not have a
material effect on the Company's consolidated financial position.
Employees
---------
At September 30, 1996, the Company had 153 full-time employees.
As of that date, approximately 37 percent of the Company's full-
time employees belonged to the Oil, Chemical and Atomic Workers
International Union, AFL-CIO Local No. 3-515, which has entered
into a collective bargaining agreement with the Company. The
union has been in place at the Company since 1952. A new
collective bargaining agreement became effective on August 1,
1994. That agreement will expire on July 31, 1997. The Company
considers its employee relations to be satisfactory.
Item 2. Properties.
- ------ ----------
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.
Item 2. Properties. (continued)
- ------ ----------
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 includes the cities of Roanoke
and Salem, the Town of Vinton, and the counties of Roanoke,
Montgomery, Botetourt and Bedford.
Located in Botetourt County is a liquefied natural gas storage
facility which has the capacity to hold 220,000 DTH of natural
gas. The County issued Industrial Revenue Bonds to finance this
facility. Roanoke Gas had a twenty-year lease on the facility
with the option to purchase for a nominal amount. The lease
expired May 1, 1991, and the facility was purchased by Roanoke
Gas.
Roanoke Gas' general and business offices and the maintenance and
service departments are located in Roanoke, Virginia on an
irregularly shaped parcel of land running from H. L. Lawson and
Son, Inc. south to Norfolk Southern Computer Center fronting on
Kimball Avenue to the west to the Norfolk Southern Railway yard.
The land area is 8.3 acres.
Bluefield currently maintains two offices. Its main corporate
office and warehouse is located on 6.09 acres at 4699 East
Cumberland Road and consists of a one-story metal building with
brick front. Bluefield owns a lot and a two-story 75' x 100'
building at 800 Pulaski Street, Bluefield, West Virginia, which
houses Bluefield's service department. 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.
Highland Propane - Bluefield owns an office, loading platform,
garage and storage tank facility in Rainelle, West Virginia. The
storage facility consists of two 18,000 gallon tanks, pumps and
related equipment.
Highland Propane - Bluefield's principal bulk storage facility,
comprising two 30,000 gallon tanks, one 18,000 gallon tank, pumps
and related equipment, is located on Bluefield's property at 800
Pulaski Street, Bluefield, West Virginia.
Highland Propane - Roanoke owns and operates four storage
facilities. A facility at Thirlane Road, N.W. in Roanoke
consists of two 30,000 gallon tanks. A second facility at Fort
Chiswell, Virginia consists of two 30,000 gallon tanks. The
third facility is located on the property of Consolidated Glass
in Galax, Virginia and consists of one 30,000 gallon tank. The
fourth storage facility is located in Craig County, Virginia,
near the town of New Castle, and also consists of one 30,000
gallon tank.
The Company considers present properties adequate. Additional
distribution lines will be constructed as communities develop.
Item 3. Legal Proceedings.
- ------ -----------------
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
- ------ ---------------------------------------------------
There were no matters submitted to a vote of security holders
during the fourth quarter of the year ended September 30, 1996.
Executive Officers of the Registrant
------------------------------------
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, 1997.
The names, ages and positions of all of the executive officers of
Roanoke Gas as of September 30, 1996 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.
Previous and present duties and responsibilities:
Position and Business
Name and Age Experience for Past Five Years
- --------------------------- ---------------------------------------------------------
Frank A. Farmer, Jr., 64 January 1991 to present Director, President
and Chief Executive
Officer
January 1983 to January 1991 Director and Senior
Vice President -
Operations and
Planning
Roger L. Baumgardner, 54 January 1986 to present Vice President,
Secretary and
Treasurer
Arthur L. Pendleton, 45 January 1991 to present Vice President -
Operations
January 1987 to January 1991 Assistant Vice
President and Chief
Engineer
John B. Williamson, III, 42 January 1993 to present Vice President -
Rates and Finance
April 1992 to January 1993 Director of Rates and
Finance
Prior to April 1992 County Administrator
of Botetourt County,
Virginia
J. David Anderson, 49 January 1986 to present Assistant Secretary
and Assistant
Treasurer
/TABLE
PART II
-------
Item 5. Market for Registrant's Common Equity and Related Stockholder
- ------ -------------------------------------------------------------
Matters.
-------
The information set forth under the caption "Market Price and
Dividend Information" on page 6 of the 1996 Annual Report to
Stockholders is incorporated herein by reference.
Item 6. Selected Financial Data.
- ------ -----------------------
The information set forth under the caption "Selected Financial
Data" on page 7 of the 1996 Annual Report to Stockholders is
incorporated herein by reference.
Item 7. Management's Discussion and Analysis of Financial Condition and
- ------ ---------------------------------------------------------------
Results of Operations.
---------------------
The information set forth under the captions "Review of
Operations" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations" on pages 4 through
12 of the 1996 Annual Report to Stockholders is incorporated
herein by reference.
Item 8. Financial Statements and Supplementary Data.
- ------ -------------------------------------------
The following consolidated financial statements of the registrant
and the Independent Auditors' Report set forth on pages 13
through 30 of the 1996 Annual Report to Stockholders are
incorporated herein by reference:
1. Independent Auditors' Report
2. Consolidated Balance Sheets as of September 30, 1996 and 1995
3. Consolidated Statements of Earnings for the Years Ended
September 30, 1996, 1995 and 1994
4. Consolidated Statements of Stockholders' Equity for the Years
Ended September 30, 1996, 1995 and 1994
5. Consolidated Statements of Cash Flows for the Years Ended
September 30, 1996, 1995 and 1994
6. Notes to Consolidated Financial Statements as of September 30,
1996 and 1995 and Years Ended September 30, 1996, 1995
and 1994
Item 9. Changes in and Disagreements with Accountants on Accounting and
- ------ ---------------------------------------------------------------
Financial Disclosure.
--------------------
Not applicable.
PART III
--------
Item 10. Directors and Executive Officers of the Registrant.
- ------- --------------------------------------------------
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" at pages
4 and 5 of the Proxy Statement for the Annual Meeting of
Stockholders to be held January 27, 1997, 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" at page 12 of the Proxy Statement for the
Annual Meeting of Stockholders to be held January 27, 1997, is
incorporated herein by reference.
Item 11. Executive Compensation.
- ------- ----------------------
The information set forth under the captions "Executive
Compensation," "Report of the Compensation Committee of the Board
of Directors," and "Performance Graph" at pages 6 through 10 of
the Proxy Statement for the Annual Meeting of Stockholders to be
held January 27, 1997, is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
- ------- --------------------------------------------------------------
The information pertaining to stockholders 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 "Voting Securities" and "Security Ownership of
Management" on pages 2 and 3 of the Proxy Statement for the
Annual Meeting of Stockholders to be held January 27, 1997, is
incorporated herein by reference.
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" at page 11 of the Proxy
Statement for the Annual Meeting of Stockholders to be held on
January 27, 1997, is incorporated herein by reference.
PART IV
-------
Item 14. 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.
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
- ------- ---------------------------------------------------------------
(continued)
3. Exhibits to this Form 10-K are as follows:
Exhibit No. Description
---------- -----------
3 (a) Articles of Incorporation, as amended, of Roanoke
Gas Company (incorporated herein by reference to
Exhibit 19 of the Quarterly Report on Form 10-Q
for the quarter ended March 31, 1992)
3 (b) Bylaws, as amended, of Roanoke Gas Company
4 (a) Specimen copy of certificate for Roanoke Gas
Company common stock, $5.00 par value
(incorporated herein by reference to Exhibit 4(a)
of the Annual Report on Form 10-K for the fiscal
year ended September 30, 1992)
4 (b) Article I of the Bylaws of Roanoke Gas Company
(incorporated herein by reference to Exhibit 19 of
the Quarterly Report on Form 10-Q for the quarter
ended March 31, 1992)
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)
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)
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)
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)
Item 14. Exhibits, Financial Statement Schedules and Reports on
- ------- ------------------------------------------------------
Form 8-K. (continued)
--------
Exhibit No. Description
---------- -----------
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)
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)
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)
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)
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)
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)
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)
Item 14. Exhibits, Financial Statement Schedules and Reports on Form
- ------- -----------------------------------------------------------
8-K. (continued)
---
Exhibit No. Description
---------- -----------
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)
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)
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)
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)
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)
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
- ------- ---------------------------------------------------------------
(continued)
Exhibit No. Description
---------- -----------
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)
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
- ------- ---------------------------------------------------------------
(continued)
Exhibit No. Description
---------- -----------
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)* Consulting Agreement between Albert W. Buckley and
Roanoke Gas Company dated February 20, 1992
(incorporated herein by reference to
Exhibit 10(b)(b) of the Annual Report on Form 10-K
for the fiscal year ended September 30, 1992)
10(z)* Consulting Contract between A. Anson Jamison and
Roanoke Gas Company dated March 27, 1990
(incorporated herein by reference to
Exhibit 10(c)(c) 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) 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 (b) (b) 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(c) (c)* Retirement Payment Agreement between Arthur T.
Ellett and Roanoke Gas Company dated April 6, 1972
(incorporated herein by reference to Exhibit
10(g)(g) 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)
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
- ------- ---------------------------------------------------------------
(continued)
Exhibit No. Description
---------- -----------
10(d) (d)* Consulting Services Agreement between Edward C.
Dunbar and Roanoke Gas Company dated February 25,
1991 (incorporated herein by reference to Exhibit
10(h)(h) of the Annual Report on Form 10-K for the
fiscal year ended September 30, 1991)
10(e) (e)* Consultation Contract between Gordon C. Willis and
Roanoke Gas Company dated April 29, 1991
(incorporated herein by reference to
Exhibit 10(i)(i) of the Annual Report on Form 10-K
for the fiscal year ended September 30, 1991)
10 (f) (f) 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)
10 (g) (g) 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)
10 (h) (h) 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)
10 (i) (i) 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)
10 (j) (j) 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)
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
- ------- ---------------------------------------------------------------
(continued)
Exhibit No. Description
---------- -----------
10 (k) (k) 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)
10(l) (l)* Roanoke Gas Company Key Employee Stock Option Plan
(incorporated herein by reference to Exhibit
10(q)(q) of the Annual Report on Form 10-K for the
fiscal year ended September 30, 1995)
10(m) (m)* Roanoke Gas Company Stock Bonus Plan (incorporated
herein by reference to Exhibit 10(r)(r) of the
Annual Report on Form 10-K for the fiscal year
ended September 30, 1995)
10 (n) (n) Gas Franchise Agreement between the Town of
Vinton, Virginia, and Roanoke Gas Company dated
July 2, 1996
10 (o) (o) Gas Franchise Agreement between the City of Salem,
Virginia, and Roanoke Gas Company dated July 9,
1996
10 (p) (p) Gas Franchise Agreement between the City of
Roanoke, Virginia, and Roanoke Gas Company dated
July 12, 1996
13 1996 Annual Report to Stockholders (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 (incorporated herein
by reference to Exhibit (22) 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)
23 Accountants' Consent
27 Financial Data Schedule
________________
*Management contract or compensatory plan or agreement required
to be filed as an Exhibit to this Form 10-K pursuant to Item
14(c).
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
- ------- ---------------------------------------------------------------
(continued)
Exhibit No. Description
---------- -----------
(b) Reports on Form 8-K:
None.
SIGNATURES
----------
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
ROANOKE GAS COMPANY
By: /s/ Roger L. Baumgardner 12/19/96
------------------------ --------
Roger L. Baumgardner Date
Vice President, Secretary and
Treasurer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
/s/F. A. Farmer, Jr. 12/17/96 President, Chief Executive Officer and
- -----------------------------------
Frank A. Farmer, Jr. Date Director
/s/John B. Williamson, III 12/17/96 Vice President - Rates and Finance
- ------------------------------------
John B. Williamson, III Date (Principal Financial Officer)
/s/Roger L. Baumgardner 12/17/96 Vice President, Secretary and
- ------------------------------------
Roger L. Baumgardner Date Treasurer (Principal Accounting
Officer)
/s/Lynn D. Avis 12/17/96 Director
- ------------------------------------
Lynn D. Avis Date
/s/Abney S. Boxley, III 12/18/96 Director
- ------------------------------------
Abney S. Boxley, III Date
/s/Frank T. Ellett 12/18/96 Director
- ------------------------------------
Frank T. Ellett Date
/s/Wilbur L. Hazlegrove 12/18/96 Director
- ------------------------------------
Wilbur L. Hazlegrove Date
Director
- ------------------------------------
W. Bolling Izard Date
/s/J. Allen Layman 12/18/96 Director
- ------------------------------------
J. Allen Layman Date
/s/John H. Parrott 12/17/96 Director
- ------------------------------------
John H. Parrott Date
/s/Thomas L. Robertson 12/18/96 Director
- ------------------------------------
Thomas L. Robertson Date
Director
- ------------------------------------
S. Frank Smith Date
INDEX TO EXHIBITS
-----------------
Exhibit No. Description Page
- ---------- ----------- ----
3 (a) Articles of Incorporation, as amended, of
Roanoke Gas Company (incorporated herein by
reference to Exhibit 19 of the Quarterly Report
on Form 10-Q for the quarter ended March 31, 1992)
3 (b) Bylaws, as amended, of Roanoke Gas Company 29
4 (a) Specimen copy of certificate for Roanoke Gas
Company common stock, $5.00 par value
(incorporated herein by reference to Exhibit
4(a) of the Annual Report on Form 10-K for the
fiscal year ended September 30, 1992)
4 (b) Article I of the Bylaws of Roanoke Gas Company
(incorporated herein by reference to Exhibit 19
of the Quarterly Report on Form 10-Q for the
quarter ended March 31, 1992)
4 (c) Instruments defining the rights of holders of
long-term debt (incorporated herein by reference
Exhibit 4(c) of the Annual Report on Form 10-K
for the fiscal year ended September 30, 1991)
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)
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)
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)
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)
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)
Exhibit No. Description (continued) Page
- ---------- ----------- ----
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)
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)
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)
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)
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)
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)
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)
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)
Exhibit No. Description (continued) Page
- ---------- ----------- ----
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)
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)
Exhibit No. Description (continued) Page
- ---------- ----------- ----
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)* Consulting Agreement between Albert W. Buckley
and Roanoke Gas Company dated February 20, 1992
(incorporated herein by reference to
Exhibit 10(b)(b) of the Annual Report on
Form 10-K for the fiscal year ended
September 30, 1992)
10 (z)* Consulting Contract between A. Anson Jamison
and Roanoke Gas Company dated March 27, 1990
(incorporated herein by reference to
Exhibit 10(c)(c) 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)
Exhibit No. Description (continued) Page
- ---------- ----------- ----
10 (a) (a) 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 (b) (b) 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 (c) (c)* Retirement Payment Agreement between Arthur T.
Ellett and Roanoke Gas Company dated April 6,
1972 (incorporated herein by reference to
Exhibit 10(g)(g) 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 (d) (d)* Consulting Services Agreement between Edward C.
Dunbar and Roanoke Gas Company dated
February 25, 1991 (incorporated herein by
reference to Exhibit 10(h)(h) of the Annual
Report on Form 10-K for the fiscal year ended
September 30, 1991)
10 (e) (e)* Consultation Contract between Gordon C. Willis
and Roanoke Gas Company dated April 29, 1991
(incorporated herein by reference to
Exhibit 10(i)(i) of the Annual Report on
Form 10-K for the fiscal year ended
September 30, 1991)
10 (f) (f) 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)
10 (g) (g) 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)
Exhibit No. Description (continued) Page
- ---------- ----------- ----
10 (h) (h) 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)
10 (i) (i) 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)
10 (j) (j) 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)
10 (k) (k) 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)
10 (l) (l)* Roanoke Gas Company Key Employee Stock Option
Plan (incorporated herein by reference to
Exhibit 10(q)(q) of the Annual Report on
Form 10-K for the fiscal year ended
September 30, 1995)
10 (m) (m)* Roanoke Gas Company Stock Bonus Plan
(incorporated herein by reference to
Exhibit 10(r)(r) of the Annual Report on
Form 10-K for the fiscal year ended
September 30, 1995)
10 (n) (n) Gas Franchise Agreement between the Town of
Vinton, Virginia, and Roanoke Gas Company dated
July 2, 1996 41
10 (o) (o) Gas Franchise Agreement between the City of
Salem, Virginia, and Roanoke Gas Company dated
July 9, 1996 46
10 (p) (p) Gas Franchise Agreement between the City of
Roanoke, Virginia, and Roanoke Gas Company
dated July 12, 1996 50
13 1996 Annual Report to Stockholders (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 Report on
Form 10-K) 55
Exhibit No. Description (continued) Page
- ---------- ----------- ----
21 Subsidiaries of the Company (incorporated
herein by reference to Exhibit (22) 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)
23 Accountants' Consent 92
27 Financial Data Schedule 94
________________
*Management contract or compensatory plan or agreement required to be filed
as an Exhibit to this Form 10-K pursuant to Item 14(c).