SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SP-15D2*
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 070-09391
RGC RESOURCES, INC.
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(Exact name of registrant as specified in its charter)
Virginia 54-1909697
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
519 Kimball 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: None
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
*This special financial report on Form 10-K for the fiscal year ended September
30, 1998 is filed pursuant to Rule15d-2 under the Securities Exchange Act of
1934 and contains only certified financial statements for the fiscal year ending
September 30, 1998, as required by Rule 15d-2.
<PAGE>
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 April 20, 1999. $ 0
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 April 20, 1999
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COMMON STOCK, $5 PAR VALUE 10 SHARES
This Annual Report on Form 10-K is being filed pursuant to Rule 15d-2
under the Securities Exchange Act of 1934 and contains only certified financial
statements as required by Rule 15d-2.
RGC Resources, Inc. (the "Registrant") is a wholly owned subsidiary of
Roanoke Gas Company and was incorporated on July 31, 1998 for the purpose of
accomplishing a proposed merger and reorganization of Roanoke Gas Company into a
holding company structure. A detailed description of the reorganization is
included within the registration statement on Form S-4 (Registration Statement
No. 333-67311) filed with the Securities and Exchange Commission. The
registration statement was declared effective by order of the Commission on
January 28, 1999. At September 30, 1998, the Registrant had not commenced
operations.
Rule 15d-2 ("Rule 15d-2") under the Securities Exchange Act of 1934, as
amended, provides generally that, if a registrant files a registration statement
under the Securities Act of 1933, as amended, which does not contain certified
financial statements for the registrant's last full fiscal year (or for the life
of the registrant if less than a full fiscal year), then the registrant shall,
within 90 days after the effective date of the registration statement, file a
special report furnishing certified financial statements for such last full
fiscal year or other period as the case may be. Rule 15d-2 further provides that
such special financial report is to be filed under cover of the facing sheet
appropriate for annual reports of the registrant.
The Company's Form S-4 Registration Statement referenced above did not
contain the certified financial statements contemplated by Rule 15d-2,
therefore, as required by Rule 15d-2, these are being filed with the Commission
under cover of the facing page of an Annual Report on Form 10-K.
2
<PAGE>
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and Stockholder of
RGC Resources, Inc.
We have audited the accompanying balance sheet of RGC Resources, Inc. (the
"Company") as of September 30, 1998. This financial statement is the
responsibility of the Company's management. Our responsibility is to express an
opinion on this financial statement based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the balance sheet is free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the balance sheet. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall balance sheet presentation. We believe that our audit
of the balance sheet provides a reasonable basis for our opinion.
In our opinion, such balance sheet presents fairly, in all material respects,
the financial position of the Company as of September 30, 1998 in conformity
with generally accepted accounting principles.
s/Deloitte & Touche, LLP
Deloitte & Touche, LLP
Charlotte, North Carolina
April 20, 1999
3
<PAGE>
<TABLE>
<CAPTION>
RGC RESOURCES, INC
BALANCE SHEET
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September
30,
ASSETS 1998
--------------
<S> <C> <C> <C> <C> <C> <C>
Other Assets $39,989
--------------
TOTAL $39,989
==============
</TABLE>
<TABLE>
<CAPTION>
September
30,
LIABILITIES 1998
--------------
<S> <C> <C> <C> <C> <C> <C>
Current Liabilities:
Accounts Payable - Parent $39,939
--------------
Total Current Liabilities 39,939
--------------
Stockholder's Equity
Common Stock - Par Value $5;
Authorized 10,000,000 Shares; Issued
and Outstanding 10 Shares 50
--------------
Total Stockholder's Equity 50
--------------
TOTAL $39,989
==============
</TABLE>
See notes to balance sheet.
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4
<PAGE>
RGC RESOURCES, INC.
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NOTES TO FINANCIAL STATEMENTS
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1. Summary of Significant Accounting Policies
Roanoke Gas Company filed a Form U-1 with the Securities and Exchange
Commission on October 16, 1998, seeking approval to reorganize Roanoke
Gas Company, Bluefield Gas Company and Diversified Energy Company into
subsidiaries of RGC Resources, Inc. Currently, Bluefield Gas Company,
Diversified Energy Company and RGC Resources, Inc. are subsidiaries of
Roanoke Gas Company. RGC Resources, Inc. was incorporated on July 31,
1998.
RGC Resources, Inc., Roanoke Gas Company and Bluefield Gas Company have
received all required regulatory approvals to proceed with the
reorganization. The West Virginia Public Service Commission has approved
the reorganization based upon an administrative law judge's approval on
January 7, 1999. The Virginia State Corporation Commission issued a
final order on January 11, 1999 approving the requested merger and
reorganization. The Securities and Exchange Commission approved RGC
Resources, Inc.'s S-4 filing on January 28, 1999. Roanoke Gas Company
shareholders approved the reorganization at the Annual Meeting held on
March 31, 1999. The Securities and Exchange Commission issued its Order
authorizing the acquisition of common stock of gas utility companies on
April 1, 1999. The reorganization is expected to be completed during the
fourth quarter of fiscal year 1999.
The principal reasons for the proposed reorganization are to create a
corporate structure that can more effectively address the increased
competition in the energy industry, refocus various utility activities,
facilitate selective diversification into non-utility businesses, afford
further separation between the utility and non-utility businesses and
provide additional flexibility for financing.
The accounting treatment for the reorganization will be based on
non-cash, non-taxable transactions, with resulting assets and
liabilities recorded at historical cost amounts.
The only transactions incurred by RGC Resources, Inc. for the period
from July 31, 1998 (inception) to September 30, 1998 relate to the costs
incurred to organize the Company and the issuance of 10 shares of stock
to Roanoke Gas Company. Roanoke Gas Company has paid all costs incurred
to date related to the formation of RGC Resources, Inc., with RGC
Resources, Inc. recording a payable due Roanoke Gas Company, as of
September 30, 1998, in the amount of $39,939.
5
<PAGE>
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:
The following Financial Statements of RGC Resources, Inc.
are filed as part of the Form 10-K.
Independent Auditor's Report
Balance Sheet
Notes to Balance Sheet
2. Financial statement schedules:
None.
3. Exhibits to this Form 10-K are as follows:
27 Financial Data Schedule
(b) Reports on Form 8-K:
Not applicable to this filing.
6
<PAGE>
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.
RGC RESOURCES, INC.
By: s/Roger L. Baumgardner April 22, 1999
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Roger L. Baumgardner Date
Vice President, Secretary and
Treasurer
7
<PAGE>
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/John B. Williamson, III April 22, 1999 President, Chief Executive Officer
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John B. Williamson, III Date and Director
s/Roger L. Baumgardner April 22, 1999 Vice President, Secretary and
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Roger L. Baumgardner Date Treasurer (Principal Accounting
Officer)
s/Lynn D. Avis April 22, 1999 Director
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Lynn D. Avis Date
s/Abney S. Boxley, III April 22, 1999 Director
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Abney S. Boxley, III Date
s/Frank T. Ellett April 22, 1999 Director
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Frank T. Ellett Date
s/Frank A. Farmer, Jr. April 22, 1999 Director
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Frank A. Farmer, Jr. Date
s/Wilbur L. Hazlegrove April 22, 1999 Director
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Wilbur L. Hazlegrove Date
s/J. Allen Layman April 22, 1999 Director
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J. Allen Layman Date
s/Thomas L. Robertson April 22, 1999 Director
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Thomas L. Robertson Date
s/S. Frank Smith April 22, 1999 Director
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S. Frank Smith Date
8
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
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27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> UT
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM RGC
RESOURCES, INC.'S ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED SEPTEMBER
30, 1998, AS SET FORTH IN THE COMPANY'S ANNUAL REPORT ON FORM 10-K, AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-END> SEP-30-1998
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 0
<OTHER-PROPERTY-AND-INVEST> 0
<TOTAL-CURRENT-ASSETS> 0
<TOTAL-DEFERRED-CHARGES> 0
<OTHER-ASSETS> 39,989
<TOTAL-ASSETS> 39,989
<COMMON> 50
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> 0
<TOTAL-COMMON-STOCKHOLDERS-EQ> 50
0
0
<LONG-TERM-DEBT-NET> 0
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 39,939
<TOT-CAPITALIZATION-AND-LIAB> 39,989
<GROSS-OPERATING-REVENUE> 0
<INCOME-TAX-EXPENSE> 0
<OTHER-OPERATING-EXPENSES> 0
<TOTAL-OPERATING-EXPENSES> 0
<OPERATING-INCOME-LOSS> 0
<OTHER-INCOME-NET> 0
<INCOME-BEFORE-INTEREST-EXPEN> 0
<TOTAL-INTEREST-EXPENSE> 0
<NET-INCOME> 0
0
<EARNINGS-AVAILABLE-FOR-COMM> 0
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 0
<EPS-PRIMARY> 0.00
<EPS-DILUTED> 0.00
</TABLE>
