SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 1995
Commission file number 0-367
ROANOKE GAS COMPANY
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(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
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(Address of principal executive offices) (Zip Code)
Registrant' 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
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OTC (Nasdaq
Common Stock, $5 Par Value 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 [ ]
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 15,
1995. $22,723,265
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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 15, 1995
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COMMON STOCK, $5 PAR VALUE 1,442,747 SHARES
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the 1995 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 22, 1996 are incorporated by
reference into Part III hereof.
SIGNATURES
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Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment to its
Annual Report on Form 10-K to be signed on its behalf by the undersigned,
thereunto duly authorized.
ROANOKE GAS COMPANY
By: /s/ Roger L. Baumgardner 4/28/97
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Roger L. Baumgardner Date
Vice President, Secretary and
Treasurer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Amendment to its 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/ Frank A. Farmer, Jr. 4/28/97 President, Chief Executive Officer
- --------------------------------------- Director
Frank A. Farmer, Jr. Date
/s/ John B. Williamson, III 4/28/97 Vice President - Rates and Finance
- --------------------------------------- (Principal Financial Officer)
John B. Williamson, III Date
/s/ Roger L. Baumgardner 4/28/97 Vice President, Secretary and
- --------------------------------------- Treasurer (Principal Accounting
Roger L. Baumgardner Date Officer)
/s/ Lynn D. Avis 4/28/97 Director
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Lynn D. Avis Date
/s/Abney S. Boxley, III 4/28/97 Director
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Abney S. Boxley, III Date
/s/ Frank T. Ellett 4/28/97 Director
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Frank T. Ellett Date
/s/ Wilbur L. Hazlegrove 4/28/97 Director
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Wilbur L. Hazlegrove Date
Director
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W. Bolling Izard Date
/s/ J. Allen Layman 4/28/97 Director
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J. Allen Layman Date
/s/ John H. Parrott 4/28/97 Director
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John H. Parrott Date
/s/ Thomas L. Robertson 4/28/97 Director
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Thomas L. Robertson Date
/s/ S. Frank Smith 4/28/97 Director
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S. Frank Smith Date
INDEX TO EXHIBITS
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Exhibit No. Description Page
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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
(incorporated herein by reference to Exhibit (3)(b)
of the Annual Report on Form 10-K for the fiscal
year ended September 30, 1990)
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)
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)
Exhibit No. Description (continued) Page
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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)
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)
Exhibit No. Description (continued) Page
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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)
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)
Exhibit No. Description (continued) Page
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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) Ordinance of the City of Roanoke, Virginia
dated August 27, 1973 (incorporated herein
by reference to Exhibit (10)(d) of
Registration Statement No. 33-11383, on
Form S-4, filed with the Commission on
January 16, 1987)
10 (x) Ordinance of the City of Salem, Virginia
dated July 22, 1974 (incorporated herein
by reference to Exhibit (10)(e) of
Registration Statement No. 33-11383, on
Form S-4, filed with the Commission on
January 16, 1987)
10 (y) 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)
Exhibit No. Description (continued) Page
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10 (z) 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 (a) (a) Resolution of the Council for the Town of
Vinton, Virginia dated November 12, 1974
(incorporated herein by reference to
Exhibit (10)(h) of Registration Statement
No. 33-11383, on Form S-4, filed with the
Commission on January 16, 1987)
10 (b) (b) 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 (c) (c) 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 (d) (d) Consulting Contract between Robert W.
Woody and Roanoke Gas Company dated
February 1, 1985 (incorporated herein by
reference to Exhibit (10)(d)(d) 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 (e) (e) 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 (f) (f) 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)
Exhibit No. Description (continued) Page
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10 (g) (g) 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 (h) (h) 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 (i) (i) 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 (j) (j) Letter Agreement between the Company and
the City of Roanoke dated August 23, 1993
(incorporated herein by reference to
Exhibit (10)(j)(j) of Registration
Statement No. 33-69902, on Form S-2, filed
with the Commission on October 4, 1993,
and amended by Amendment No. 1, filed with
the Commission on October 28, 1993)
10 (k) (k) 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 (l) (l) 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 (m) (m) 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)
Exhibit No. Description (continued) Page
---------- ----------- ----
10 (n) (n) 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 (o) (o) 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 (p) (p) 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 (q) (q) *Roanoke Gas Company Key Employee Stock
Option Plan
10 (r) (r) *Roanoke Gas Company Stock Bonus Plan
13 1995 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)
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
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*Management contract or compensatory plan or agreement required to be
filed as an Exhibit to this Form 10-K pursuant to Item 14(c).