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, 1998 Commission file number 0-367
ROANOKE GAS COMPANY
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(Exact name of registrant as specified in its charter)
Virginia 54-0359895
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(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'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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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 November 27, 1998. $38,743,495
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 27, 1998
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COMMON STOCK, $5 PAR VALUE 1,802,023 SHARES
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the Roanoke Gas Company 1998 Annual Report to Shareholders are
incorporated by reference into Parts II and IV hereof.
Portions of the Proxy Statement for the 1999 Annual Meeting of Shareholders of
Roanoke Gas Company 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 ("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 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 Diversified, 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 Highland Gas Marketing division of Diversified was
established to broker natural gas to several industrial
transportation customers of Roanoke Gas and Bluefield Gas.
On September 28, 1998, Roanoke Gas' Board of Directors approved a
proposal to reorganize Roanoke Gas into a holding company structure
in which Roanoke Gas shareholders would become shareholders of a new
holding company called RGC Resources, Inc. ("Resources"). As a result
of the reorganization: (i) Resources would become a holding company
owned by the former shareholders of Roanoke Gas; (ii) Resources would
become the sole owner of the stock of Roanoke Gas, Bluefield and
Diversified; (iii) Commonwealth's natural gas distribution business
would be merged into Roanoke Gas; (iv) Roanoke Gas and Bluefield
would continue to carry
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Item 1. Business. (continued)
Historical Development (continued)
on a natural gas distribution business as a subsidiary of Resources;
and (v) Diversified would continue to carry on its nonutility propane
business as a subsidiary of Resources.
On October 16, 1998, Roanoke Gas and Resources have filed a joint
application with the Securities and Exchange Commission requesting
approval of the reorganization under Section 10 of the Federal Public
Utility Holding Company Act of 1935. Resources intends, upon
consummation and reorganization to file a claim of exemption from all
provisions of that Act (except with respect to certain acquisitions
and investments) on the basis that Resources and its material public
utility subsidiaries are predominantly intrastate in character. Both
the Virginia Commission and the West Virginia Commission must approve
or consent to the reorganization. On October 21, 1998, the Company
filed with the Virginia and West Virginia Commissions applications
for authorization to undertake the holding company restructuring.
Such applications currently are pending in both states. The
reorganization also requires the approval of more than two-thirds of
the outstanding shares of Roanoke Gas common stock. There can be no
assurance that Roanoke Gas and Resources will obtain all required
regulatory or other approvals, or that such approvals will be granted
on terms acceptable to Roanoke Gas. Detailed information regarding
the proposed reorganization is set out in Roanoke Gas' Proxy
Statement for its 1999 Annual Meeting of Shareholders.
Forward-Looking Statements
From time to time, Roanoke Gas and its subsidiaries (together, the
"Company") may publish forward-looking statements relating to such
matters as anticipated financial performance, business prospects,
technological developments, new products, 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) obtaining adequate rate
relief from regulatory authorities on a timely basis; (ii) earning 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
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Item 1. Business. (continued)
Forward-Looking Statements (continued)
projected rate of growth of natural gas and propane requirements in
the Company's service area; (vii) general economic conditions both
locally and nationally; and (viii) developments in electricity and
natural gas deregulation and associated industry restructuring. 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 issues.
Services
The Company 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 28 percent of
the Company's total annual delivered volume in 1998 under the
Company's interruptible tariff and transportation gas services.
The Company's natural gas distribution business accounted for
approximately 87 percent of the total revenues generated by the
Company in fiscal 1998, and approximately 89 percent and
approximately 91 percent of the Company's total revenues in fiscals
1997 and 1996, 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, 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.
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, 1998, more than 53 percent of the
Company's total MCF of natural gas sales were made in the four-month
period of December through March. Retail gas deliveries for fiscal
1998 were 10,875,481 MCF, as compared to 10,804,045 MCF and
11,169,948 MCF in fiscals 1997 and 1996, respectively. The Company's
actual heating degree days in fiscal 1998 were approximately 96
percent of normal, as compared with
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Item 1. Business. (continued)
Services (continued)
approximately 102 percent of normal in fiscal 1997 and approximately
111 percent of normal in fiscal 1996.
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. 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 now 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 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 o 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
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Item 1. Business. (continued)
Suppliers (continued)
suppliers currently include Amoco Energy Trading, Columbia Energy
Services, Cabot Oil and Gas, Coral Energy, Engage Energy and Southern
Company Energy Marketing.
The Company's firm supply agreements may supply up to 9,691,000 DTH
of natural gas at varying prices during the period October 1, 1998
through September 30, 1999.
With the growth of the spot gas market, gas prices have developed a
pronounced seasonal pattern, with summer to winter price swings of
100 percent or more. 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 up to
220,000 DTH for use during peak winter periods. In addition, the
Company has contracted for storage reserves from Columbia, Tennessee
Gas pipeline and Virginia Gas Storage Company, with a combined total
of 2,738,631 DTH of underground storage capacity for Roanoke and
Bluefield. These reserves were available for summer 1998 storage
injections using spot market supply. This 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 approximately two-thirds of
Roanoke Gas' gas supply and 100 percent of Bluefield's gas supply.
The Company currently has another pipeline connection under
construction to serve the Bluefield location. East Tennessee
continues to be the Company's other major source of supply.
Historically, East Tennessee has delivered approximately one-third of
the Company's natural gas supply to the Roanoke location. 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, a 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 intends to continue to be, flexible
and creative as it markets its own transportation
7
Item 1. Business. (continued)
Suppliers (continued)
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.
Diversified has entered into storage and purchase contracts for a
substantial portion of its winter supply of propane. At September 30,
1998, Diversified has contracts with five propane suppliers for the
purchase of up to 6,060,500 gallons of propane at varying prices per
gallon during the period October 1, 1998 through September 30, 1999.
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 to storage contracts, Diversified has 12 storage
facilities, providing a combined total storage of 504,000 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
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.
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.
8
Item 1. Business. (continued)
Regulation
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.
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, the Virginia and West Virginia Commissions
regulate Roanoke Gas and its public service subsidiaries. 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.
Roanoke Gas' and its public service subsidiaries' Virginia and West
Virginia operations are further regulated by the 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. A by-product of the process 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
9
Item 1. Business. (continued)
Regulation (continued)
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.
Employees
At September 30, 1998, the Company had 158 full-time employees. As of
that date, approximately 32 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, 1998. That agreement will
expire on July 31, 2000. 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.
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.
10
Item 2. Properties. (continued)
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. 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 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 Gas Company's 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 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 two 18,000-gallon tanks, pumps and related equipment. A
30,000 gallon storage facility is also located in Ansted.
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 nine 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. A fourth storage facility is located in Craig
County, Virginia, near the town of New Castle, and also consists of
one 30,000 gallon tank. A fifth facility located in Floyd County,
Virginia consists of one 30,000 gallon tank. A sixth facility is
located on the property of Virginia Forging in Botetourt County, near
the town of Buchanan, and consists of one 30,000 gallon tank. A
11
seventh facility is located on the property of Golden West Foods in
the City of Bedford and consists of one 30,000 gallon tank. An eighth
facility is located in the City of Buena Vista and consists of two
30,000 gallon tanks. A ninth facility is located in Allegheny County
near the town of Low Moor and consists of one 30,000 gallon tank.
The Company considers present properties adequate. The Company
intends to construct additional distribution lines 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, 1998.
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 March 31, 1999.
The names, ages and positions of all of the executive officers of
Roanoke Gas as of September 30, 1998 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
John B. Williamson, III, 44 February 1998 to present President & CEO
January 1993 to January 1998 Vice President - Rates
and Finance
April 1992 to January 1993 Director of Rates and Finance
12
Item 4. Submission of Matters to a Vote of Security Holders.
Executive Officers of the Registrant (continued)
Arthur L. Pendleton, 47 February 1998 to present Executive Vice President
& COO
January 1991 to January 1998 Vice President - Operations
Roger L. Baumgardner, 56 January 1986 to present Vice President, Secretary and
Treasurer
John S. D'Orazio, 38 February 1998 to present Vice President - Marketing
& New Construction
June 1995 to January 1998 Director - Marketing & New
Construction
February 1995 to June 1995 Service Superintendent
June 1993 to February 1995 Distribution Superintendent
13
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" in the 1998 Annual Report to Shareholders
is incorporated herein by reference.
Item 6. Selected Financial Data.
The information set forth under the caption "Selected Financial
Data" in the 1998 Annual Report to Shareholders 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" in the 1998 Annual
Report to Shareholders is incorporated herein by reference.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Not applicable.
Item 8. Financial Statements and Supplementary Data.
The following consolidated financial statements of the registrant
and the Independent Auditors' Report set forth in the 1998 Annual
Report to Shareholders are incorporated herein by reference:
1. Independent Auditors' Report
2. Consolidated Balance Sheets as of September 30, 1998 and
1997
3. Consolidated Statements of Earnings for the Years Ended
September 30, 1998, 1997 and 1996
4. Consolidated Statements of Stockholders' Equity for the
Years Ended September 30, 1998, 1997 and 1996
5. Consolidated Statements of Cash Flows for the Years Ended
September 30, 1998, 1997 and 1996
14
6. Notes to Consolidated Financial Statements as of September
30, 1998 and 1997 and Years Ended September 30, 1998, 1997
and 1996
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
At its meeting on July 28, 1997, the Board of Directors of
Roanoke Gas Company (the "Company"), upon recommendation of the
Audit Committee, appointed Deloitte & Touche LLP as independent
accountants to audit the financial statements of the Company and
its subsidiaries for the years ending September 30, 1998, 1999
and 2000. KPMG Peat Marwick LLP ("KPMG") previously had served as
the Company's certifying accountants since 1990. The Board of
Directors solicited competitive bids from accountants interested
in serving as the Company's auditor. From the bids received, the
Audit Committee recommended Deloitte & Touche LLP to the Board of
Directors. KPMG's engagement terminated after completion of the
1997 audit.
KPMG's auditors' reports on the Company's financial statements
for the two fiscal years ended September 30, 1997 contained no
adverse opinion or a disclaimer of opinion, nor were they
qualified or modified as to uncertainty, audit scope, or
accounting principles. During Roanoke Gas Company's fiscal years
ending September 30, 1997 and 1996, there were no disagreements
with KPMG on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure
which, if not resolved to the satisfaction of KPMG, would have
caused it to make a reference to the subject matter of the
disagreement in connection with its auditors' reports.
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 of
Roanoke Gas" in the Proxy Statement/Prospectus for the 1999
Annual Meeting of Shareholders of Roanoke Gas Company, 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/Prospectus for the 1999 Annual Meeting of Shareholders
of Roanoke Gas Company, is incorporated herein by reference.
15
Item 11. Executive Compensation.
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/Prospectus for the 1999 Annual Meeting of Shareholders
of Roanoke Gas Company, is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
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/Prospectus for
the 1999 Annual Meeting of Shareholders of Roanoke Gas Company,
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" in the Proxy
Statement/Prospectus for the 1999 Annual Meeting of Shareholders
of Roanoke Gas Company, is incorporated herein by reference.
16
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.
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 3(a) of the Annual Report on
Form 10-K for the fiscal year ended September 30,
1997)
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, 1997)
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
(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)
17
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)
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)
18
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)
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)
19
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 hereing 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)
20
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)
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)
21
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)
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)
22
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 Gas
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 (incorporated herein by reference to
Exhibit 10(n)(n) of Annual Report on Form 10-K
for the fiscal year ended September 30, 1996)
10 (o)(o) 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)
10 (p)(p) 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)
23
10 (q)(q)* Consulting Agreement between W. Bolling Izard and
Roanoke Gas Company dated January 27, 1997
10 (r)(r)* Roanoke Gas Company Restricted Stock Plan for
Outside Directors
10 (s)(s) FTA Gas Transportation Agreement effective
November 1, 1998, between East Tennessee Natural
Gas Company and Roanoke Gas Company
10 (t)(t) SST Service Agreement effective November 1, 1997,
between Columbia Gas Transmission Corporation and
Roanoke Gas Company
10 (u)(u) FSS Service Agreement effective April 1, 1997,
between Columbia Gas Transmission Corporation and
Roanoke Gas Company
10 (v)(v) FTS Precedent Agreement effective August 7, 1997,
between Columbia Gas Transmission Corporation and
Roanoke Gas Company
10 (w)(w) Firm Storage Service Agreement effective March
19, 1997, between Virginia Gas Storage Company
and Roanoke Gas Company
10 (x)(x) FTS-2 Service Agreement effective February 1,
1994, between Columbia Gulf Transmission Company
and Bluefield Gas Company
10 (y)(y) Firm Transportation Agreement effective December
31, 1998, between Phoenix Energy Sales Company
and Bluefield Gas Company
10 (z)(z)* Agreement for Consulting Services effective
January 26, 1998, between Frank A. Farmer, Jr.
and Roanoke Gas Company
10 (a)(a)(a)* Agreement for Consulting Services effective
January 26, 1998, between John H. Parrott and
Roanoke Gas Company
13 1998 Annual Report to Shareholders (such report,
except to the extent incorporated herein by
reference, is being furnished for the information
24
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 (a) Consent of Deloitte & Touche LLP
23 (b) Consent of KPMG Peat Marwick LLP
27 Financial Data Schedule
99 Letter of KPMG Peat Marwick LLP (incorporated
herein by reference to Exhibit 99 of the Annual
Report on Form 10-K for the fiscal year ended
September 30, 1997)
* Management contract or compensatory plan or agreement required
to be filed as an Exhibit to this Form 10-K pursuant to Item
14(c).
(b) Reports on Form 8-K:
None.
25
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 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 January 15, 1999
Roger L. Baumgardner Date
Vice President, Secretary and
Treasurer
26
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Amendment No. 1 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/John B. Williamson, III January 15, 1999 President, Chief Executive
John B. Williamson, III Date Officer and Director
s/Roger L. Baumgardner January 15, 1999 Vice President, Secretary and
Roger L. Baumgardner Date Treasurer (Principal
Accounting Officer)
s/Lynn D. Avis January 15, 1999 Director
Lynn D. Avis Date
s/Abney S. Boxley, III January 15, 1999 Director
Abney S. Boxley, III Date
s/Frank T. Ellett January 15, 1999 Director
Frank T. Ellett Date
s/Frank A. Farmer, Jr. January 15, 1999 Director
Frank A. Farmer, Jr. Date
s/Wilbur L. Hazlegrove January 15, 1999 Director
Wilbur L. Hazlegrove Date
s/J. Allen Layman January 15, 1999 Director
J. Allen Layman Date
s/Thomas L. Robertson January 15, 1999 Director
Thomas L. Robertson Date
s/S. Frank Smith January 15, 1999 Director
S. Frank Smith Date
27
EXHIBIT INDEX
Exhibit No. Description
3 (a) Articles of Incorporation, as amended, of
Roanoke Gas Company (incorporated herein by
reference to Exhibit 3(a) of the Annual Report on
Form 10-K for the fiscal year ended September 30,
1997)
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, 1997)
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
(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)
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)
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)
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)
10 (t) Certificate of Public Convenience and Necessity
for Franklin County dated September 8, 1964
(incorporated hereing 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)
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)
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 Gas
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 (incorporated herein by reference to
Exhibit 10(n)(n) of Annual Report on Form 10-K
for the fiscal year ended September 30, 1996)
10 (o)(o) 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)
10 (p)(p) 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)
10 (q)(q)* Consulting Agreement between W. Bolling Izard and
Roanoke Gas Company dated January 27, 1997
10 (r)(r)* Roanoke Gas Company Restricted Stock Plan for
Outside Directors
10 (s)(s) FTA Gas Transportation Agreement effective
November 1, 1998, between East Tennessee Natural
Gas Company and Roanoke Gas Company
10 (t)(t) SST Service Agreement effective November 1, 1997,
between Columbia Gas Transmission Corporation and
Roanoke Gas Company
10 (u)(u) FSS Service Agreement effective April 1, 1997,
between Columbia Gas Transmission Corporation and
Roanoke Gas Company
10 (v)(v) FTS Precedent Agreement effective August 7, 1997,
between Columbia Gas Transmission Corporation and
Roanoke Gas Company
10 (w)(w) Firm Storage Service Agreement effective March
19, 1997, between Virginia Gas Storage Company
and Roanoke Gas Company
10 (x)(x) FTS-2 Service Agreement effective February 1,
1994, between Columbia Gulf Transmission Company
and Bluefield Gas Company
10 (y)(y) Firm Transportation Agreement effective December
31, 1998, between Phoenix Energy Sales Company
and Bluefield Gas Company
10 (z)(z)* Agreement for Consulting Services effective
January 26, 1998, between Frank A. Farmer, Jr.
and Roanoke Gas Company
10 (a)(a)(a)* Agreement for Consulting Services effective
January 26, 1998, between John H. Parrott and
Roanoke Gas Company
13 1998 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 (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 (a) Consent of Deloitte & Touche LLP
23 (b) Consent of KPMG Peat Marwick LLP
27 Financial Data Schedule
99 Letter of KPMG Peat Marwick LLP (incorporated
herein by reference to Exhibit 99 of the Annual
Report on Form 10-K for the fiscal year ended
September 30, 1997)
* Management contract or compensatory plan or agreement required
to be filed as an Exhibit to this Form 10-K pursuant to Item
14(c).