SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 2000 Commission file number 000-26591
RGC RESOURCES, INC.
(successor to Roanoke Gas Company)
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(Exact name of registrant as specified in its charter)
Virginia 54-1909697
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
519 Kimball Avenue, N.E., Roanoke, VA 24016
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (540) 777-4427
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Securities registered pursuant to Section 12(b) of the Act: None.
Securities registered pursuant to Section 12(g) of the Act:
Name of Each Exchange on
Title of Each Class Which Registered
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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 30, 2000. $ 36,302,708.75
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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 November 30, 2000
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COMMON STOCK, $5 PAR VALUE 1,885,855 SHARES
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the RGC Resources, Inc. 2000 Annual Report to Shareholders are
incorporated by reference into Parts II and IV hereof.
Portions of the RGC Resources, Inc. Proxy Statement for the 2001 Annual Meeting
of Shareholders are incorporated by reference into Part III hereof.
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PART I
Item 1. Business.
Historical Development
RGC Resources, Inc. (the "Company" or "Resources") was initially
incorporated in Virginia on July 31, 1998 for the primary purpose of
becoming the holding company for Roanoke Gas Company ("Roanoke Gas")
and its former subsidiaries Bluefield Gas Company ("Bluefield" or
"Bluefield Gas") and Diversified Energy Company ("Diversified").
Effective July 1, 1999, Roanoke Gas and its subsidiaries were
reorganized into a holding company structure (the "Reorganization"). As
a result of the Reorganization: (i) Resources became a holding company
owned by the former shareholders of Roanoke Gas; (ii) Resources became
the sole owner of the stock of Roanoke Gas, Bluefield and Diversified;
(iii) Commonwealth Public Service Corporation, a former subsidiary of
Bluefield, merged its natural gas distribution business into Roanoke
Gas; (iv) Roanoke Gas and Bluefield continue to operate in the natural
gas distribution business as subsidiaries of Resources; and (v)
Diversified continues to carry on its nonutility propane business as a
subsidiary of Resources.
Roanoke Gas was organized as a public service corporation under the
laws of the Commonwealth of Virginia in 1912. The principal service of
Roanoke Gas was, and continues to be, the distribution and sale of
natural gas. Commencing in 1972, the distribution and sale of propane
gas was added to Roanoke Gas' line of business. The propane business
was transferred to Diversified in January 1979. Diversified, which is
not a public utility, distributes and sells propane in Southwestern
Virginia and Southern West Virginia.
On May 15, 1987, Roanoke Gas, through a series of merger transactions,
acquired 100 percent of the outstanding stock of Bluefield, 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. Prior to the Reorganization,
Bluefield owned all of the issued and outstanding stock of
Commonwealth, a small Virginia public service corporation organized in
1930 as the subsidiary of a predecessor corporation to Bluefield.
In March 1994, the Highland Gas Marketing (currently Highland Energy)
division of Diversified was established to broker natural gas to
several industrial transportation customers of Roanoke Gas and
Bluefield Gas.
On January 6, 2000, RGC Ventures, Inc. ("RGC Ventures"), a newly
created subsidiary of Resources, was merged with Cox Heating and
Cooling, Inc., headquartered in Beckley, West Virginia. Cox Heating and
Cooling, Inc. provided sales, installation and service for heating,
ventilation, and air conditioning equipment in West Virginia with
offices in Beckley and Lewisburg, West Virginia. The new organization
operates as a division of RGC Ventures and conducts business as
Highland/Cox Heating and Cooling ("Highland Cox").
The joint marketing and service efforts of Highland/Cox and Highland
Propane Company allow for seamless service for new customers in the
West Virginia market with the ability to furnish and install
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heating and cooling equipment, set propane tanks, and provide automatic
delivery of propane with one stop shopping.
On November 19, 1999, Resources acquired the assets of GIS/GPS
Solutions, Inc. offering geographic mapping technology, combined with
database management tools, to develop user friendly, broad based
management information systems.
Services
Resources maintains an integrated natural gas distribution system.
Natural gas is purchased from suppliers and distributed to residential,
commercial and large industrial users through underground mains and
services. Approximately 90.1 percent of the Company's customers are
residential, approximately 9.8 percent are small commercial users, and
the remaining percentage is made up of large industrial customers, who
received approximately 30 percent of the Company's total annual
delivered volume in 2000 under the Company's interruptible tariff and
transportation gas services.
Resources' natural gas distribution business accounted for
approximately 72 percent of the total revenues generated by the Company
in fiscal 2000, and approximately 76 percent and approximately 78
percent of the Company's total revenues in fiscal years 1999 and 1998,
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 ample 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 Resources is used for heating. For the
fiscal year ended September 30, 2000, more than 50 percent of the
Company's total dekatherms ("DTH") of natural gas sales were made in
the four-month period of December through March. Retail gas deliveries
for fiscal 2000 were 11,253,948 DTH, as compared to 10,928,471 DTH and
11,418,883 DTH in fiscal years 1999 and 1998, respectively. The
Company's actual heating degree days in fiscal 2000 were approximately
88 percent of normal, as compared with approximately 88 percent of
normal in fiscal 1999, and approximately 96 percent of normal in fiscal
1998.
Suppliers
Since 1993, the natural gas transportation pipelines supplying the
Company, including Columbia Gas Transmission Corporation and Columbia
Gulf Transmission Corporation (together "Columbia"), and East Tennessee
Natural Gas Company, Tennessee Gas Pipeline and Midwestern Gas
Transmission (together "East Tennessee"), have operated under Federal
Energy Regulatory Commission ("FERC") Order 636. Order 636 was the
start of a new era in the natural gas industry when the responsibility
of gas supply procurement and management was shifted from the pipeline
companies to the local distribution companies and to other "shippers"
of natural gas.
The cornerstone of Order 636 was the "unbundling" of pipeline services
to provide a number of choices to shippers. The pipelines retained the
responsibility of transporting contracted firm volumes for their
shippers but are no longer responsible for obtaining the natural gas
supplies. The Company chooses who it buys its gas from, how much
storage gas to purchase, how much transportation capacity to keep and
how much to release. The Company constantly monitors its gas
requirements to minimize exposure to 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
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supply. Management believes the relationships the Company has built
with its suppliers as it constructed a supply portfolio will allow it
to continue to attain this goal.
The post Order 636 function of the pipelines is simply to transport
natural gas volumes for their shippers in a safe and efficient manner.
The pipelines issue restrictions on secondary receipt and delivery
points during periods of heavy demand that may affect the gas supply
economics. The pipelines retained the responsibilities for
transportation, title tracking, and measurement of natural gas
deliveries.
The Company currently uses long-term (multi-year), mid-term (seasonal)
and short-term (spot) gas purchases to meet its system requirements.
The Company has entered into, or is in the process of entering into,
long-term and mid-term firm supply agreements to cover the majority of
its firm demand. Long-term and mid-term suppliers currently include
Coral Energy, Enron North America, Equitable Energy, and PG&E Energy
Trading. The Company's firm supply agreements will supply the total
system requirements at varying prices during the period October 1, 2000
through September 30, 2001.
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 2000 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.
Columbia continues to be the Company's primary transporter of natural
gas. Columbia historically has delivered approximately 60% of Roanoke
Gas' gas supply and 100 percent of Bluefield's gas supply. The Company
has completed construction on a pipeline that now delivers Bluefield
approximately 25% of its annual gas supply. Columbia presently delivers
approximately 75% of Bluefield's annual supply. East Tennessee
continues to be the Company's other major source of transportation
services. Historically, East Tennessee has delivered approximately 40%
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
FERC. These tariffs contain flexible pricing provisions, which, in some
instances, authorize these transporters to reduce rates and charges to
meet price competition.
Having two major pipeline transporters, a peak shaving facility and a
number of underground storage options, the Company believes that it is
well positioned to provide adequate gas supply for future customer
growth. The Company has also contracted with Virginia Gas Company for
additional supply and storage and they are in the process of building a
pipeline to the Roanoke market. This should be available for use in
November 2001. As a means to more fully utilize pipeline capacity and
further lower costs to its customers, Roanoke Gas and Bluefield Gas
have entered into asset management agreements. Effective November 1,
1999, PG&E Energy Trading, the asset manager, will manage nomination,
confirmation and scheduling of all existing supply and storage
contracts as well as supply any additional natural gas requirements.
The Company believes that Order 636 provides reasonable 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,
2000, Diversified had contracts with nine propane suppliers for the
purchase
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of up to 8.9 million gallons of propane at varying prices per gallon
during the period October 1, 2000 through September 30, 2001.
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. Diversified has also entered
into financial options to cap the price of approximately 3.9 million
gallons of propane during fiscal 2001.
In addition to storage contracts, Diversified has 15 storage
facilities, providing a combined total storage of 612,000 gallons.
Management believes its propane supply strategies have positioned
Diversified to provide an adequate propane supply to current customers
and allow for future customer growth.
Competition
Resources competes with 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 currently holds the only franchises and/or certificates of
public convenience and necessity to distribute natural gas in its
Virginia service areas. The franchises generally extend for multi-year
periods and are renewable by the municipalities. Certificates of public
convenience and necessity, which are issued by the Virginia Commission,
are of perpetual duration, subject to compliance with regulatory
standards.
Bluefield Gas holds the only franchise to distribute natural gas in its
West Virginia service area. Its franchise extends for a period of 30
years from August 23, 1979.
Management anticipates that the Company will be able to renew all of
its franchises when they expire. There can be no assurance, however,
that a given jurisdiction will not refuse to renew a franchise or will
not, in connection with the renewal of a franchise, impose certain
restrictions or conditions that could adversely affect the Company's
business operations or financial condition.
Regulation
Roanoke Gas and Bluefield are subject to regulation at federal and
state levels. Federally, the interstate gas transmission between
Bluefield and Roanoke Gas in Bluefield, Virginia is regulated by FERC.
At the state level, the Virginia and West Virginia Commissions regulate
Roanoke Gas and Bluefield, respectively. Such regulation includes the
prescription of rates and charges at which natural gas is sold to
customers, the approval of agreements between or among affiliated
companies involving the provision of goods and services, pipeline
safety, and certain corporate activities of the Company, including
mergers, acquisitions and the issuance of securities. Both state
Commissions also grant certificates of public convenience and necessity
to distribute natural gas in their respective states.
Roanoke Gas and Bluefield 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 Gas operated manufactured gas plants
(MGPs) as a source of fuel for lighting and heating until the early
1950's. A by-product of operating MGPs was coal tar, and the potential
exists for on-site tar waste contaminants at former plant sites. The
extent of contaminants at these sites, if any, is unknown at this time.
An analysis at the Bluefield site indicates some soil contamination.
The Company, with concurrence of legal counsel, does not believe any
events have occurred requiring regulatory reporting. Further, the
Company has not received any notices of violation or liabilities
associated with environmental regulations related to the MGP sites and
is not aware of any
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off-site contamination or pollution as a result of prior operations.
Therefore, the Company has no plans for subsurface remediation at the
MGP sites. Should the Company eventually be required to remediate
either site, the Company will pursue all prudent and reasonable means
to recover any related costs, including insurance claims and regulatory
approval for rate case recognition of expenses associated with any work
required. A stipulated rate case agreement between the Company and the
West Virginia Public Service Commission recognized the Company's right
to defer MGP clean-up costs at the Bluefield site, should any be
incurred, and to seek rate relief for such costs. If the Company
eventually incurs costs associated with a required clean-up of either
MGP site, the Company anticipates recording a regulatory asset for such
clean-up costs to be recovered in future rates. Based on anticipated
regulatory actions and current practices, management believes that any
costs incurred related to this matter will not have a material effect
on the Company's consolidated financial condition or results of
operations.
Employees
At September 30, 2000, Resources had 180 full-time employees. As of
that date, approximately 22 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 Resources. The union has been in
place at the Company since 1952. A new collective bargaining agreement
became effective on August 1, 2000. That agreement will expire on July
31, 2005. Resources considers its employee relations to be
satisfactory.
Forward-Looking Statements
From time to time, Resources may publish forward-looking statements
relating to such matters as anticipated financial performance, business
prospects, technological developments, new products and services,
research and development activities and similar matters. The Private
Securities Litigation Reform Act of 1995 provides a safe harbor for
forward-looking statements. In order to comply with the terms of the
safe harbor, the Company notes that a variety of factors could cause
the Company's actual results and experience to differ materially from
the anticipated results or other expectations expressed in the
Company's forward-looking statements. The risks and uncertainties that
may affect the operations, performance, development and results of the
Company's business include the following: (i) frozen rates in both
regulated jurisdictions; (ii) earning, on a consistent basis, an
adequate return on invested capital; (iii) increasing expenses and
labor costs and availability; (iv) price competition from alternate
fuels; (v) volatility in the price of natural gas and propane; (vi)
uncertainty in the projected rate of growth of natural gas and propane
requirements in the Company's service area; (vii) general economic
conditions both locally and nationally; and (viii) developments in
electricity and natural gas deregulation and associated industry
restructuring; and (ix) timely completion of the Virginia Gas Pipeline.
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, gross margin and net income.
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.
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Sugarloaf Station - Parcel fronting on S/L of Rt. 686 and W/L of
Lynnson Drive - .111 acres.
Clearbrook Station - Parcel 356' west of Rt. 675 and 0.2 mile
south of Rt. 220 - .255 acres.
Cave Spring Station - N/L Route 221 just west of Route 688 - 3.93
acres.
The network of distribution lines includes the cities of Roanoke and
Salem, the Town of Vinton, and the counties of Roanoke, Montgomery,
Botetourt and Bedford. These distribution lines are used to
interconnect metering stations and supply and storage facilities with
customers.
Located in Botetourt County is a liquefied natural gas storage
facility that has the capacity to hold 220,000 DTH of natural gas.
Roanoke Gas' general and business offices and the maintenance and
service departments are located in Roanoke, Virginia on 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's main corporate office and warehouse is located on 2.175
acres at 4699 East Cumberland Road and consists of a one-story metal
building with brick front. Bluefield owns a lot at 800 Pulaski Street,
Bluefield, West Virginia. In addition, Bluefield owns two lots in the
City of Bluefield, West Virginia, comprising approximately 1.23 acres,
upon which its high pressure regulator stations are located.
In West Virginia, Diversified owns an office, loading platform, garage
and storage tank facility in Rainelle. The storage facility consists of
three 18,000-gallon tanks, pumps and related equipment. A 30,000 gallon
storage facility is also located in Ansted. Another 30,000 gallon
facility is located in Beckley, and another 30,000 gallon facility in
Dunsmore.
Another storage facility, comprising two 30,000 gallon tanks, one
18,000-gallon tank, pumps and related equipment, is located on
Bluefield Gas Company's property at 800 Pulaski Street, Bluefield, West
Virginia.
In Virginia, Diversified owns and operates ten storage facilities. The
location and storage capacities at each facility is as follows:
Thirlane Road, N.W., Roanoke--two 30,000 gallon tanks.
Fort Chiswell, Virginia--two 30,000 gallon tanks.
Consolidated Glass in Galax, Virginia--one 30,000 gallon tank.
Craig County, Virginia, near the town of New Castle--one 30,000
gallon tank.
Floyd County, Virginia--one 30,000 gallon tank.
Virginia Forging in Botetourt County, near the town of
Buchanan--one 30,000 gallon tank.
Golden West Foods in the City of Bedford--one 30,000 gallon tank.
City of Buena Vista--two 30,000 gallon tanks.
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Alleghany County, near the town of Low Moor--one 30,000 gallon
tank.
Weyers Cave--one 30,000 gallon tank
Resources considers its 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, 2000.
Item Executive Officers of the Registrant
Pursuant to General Instruction G(3) of Form 10-K, the following list
is included as an unnumbered Item in Part I of this report in lieu of
being included in the Proxy Statement for the Annual Meeting of
Stockholders to be held on January 22, 2001.
The names, ages and positions of all of the executive officers of RGC
Resources, Inc. as of September 30, 2000, 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:
<TABLE>
<CAPTION>
Position and Business
Name and Age Experience for Past Five Years
<S> <C> <C> <C> <C> <C> <C>
John B. Williamson, III, 46 July 1999 to present President & CEO
February 1998 to July 1999 President & CEO - Roanoke Gas
January 1993 to January 1998 Vice President - Rates and
Finance - Roanoke Gas
Roger L. Baumgardner, 58 July 1999 to present Vice President, Secretary &
Treasurer
January 1986 to July 1999 Vice President, Secretary and
Treasurer - Roanoke Gas
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Name and Age Position and Business
Arthur L. Pendleton, 49 June 1999 to present President & COO - Roanoke Gas
February 1998 to June 1999 Executive Vice President &
COO
January 1991 to January 1998 Vice President - Operations
DJohn S. D'Orazio, 40 August 1999 to present President & COO - Diversified
Energy Company
February 1998 to July 1999 Vice President - Marketing & New
Construction
June 1995 to January 1998 Director - Marketing & New
Construction
</TABLE>
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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 2000 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 2000 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 caption "Management's Discussion
and Analysis of Financial Condition and Results of Operations" in the
2000 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 included in the 2000 Annual Report to
Shareholders are incorporated herein by reference:
1. Independent Auditors' Report
2. Consolidated Balance Sheets as of September 30, 2000 and 1999
3. Consolidated Statements of Earnings for the Years Ended
September 30, 2000, 1999 and 1998
4. Consolidated Statements of Stockholders' Equity for the Years
Ended September 30, 2000, 1999 and 1998
5. Consolidated Statements of Cash Flows for the years ended
September 30, 2000, 1999 and 1998
6. Notes to Consolidated Financial Statements for the years ended
September 30, 2000, 1999 and 1998
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
Not applicable.
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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 Resources" in the Proxy
Statement for the 2001 Annual Meeting of Shareholders of Resources,
which information is incorporated herein by reference. The information
with respect to compliance with Section 16(a) of the Exchange Act,
which is set forth under the caption "Section 16(a) Beneficial
Ownership Reporting Compliance" in the Proxy Statement for the 2001
Annual Meeting of Shareholders of Resources, is incorporated herein by
reference.
Item 11. Executive Compensation.
The information set forth under the captions "Executive Compensation,"
"Report of the Compensation Committee of the Board of Directors,"
"Compensation Committee Interlocks and Insider Participation" and
"Performance Graph" in the Proxy Statement for the 2001 Annual Meeting
of Shareholders of Resources 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 for the 2001 Annual Meeting of Shareholders of
Resources, 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 for the 2001 Annual Meeting of
Shareholders of Resources, is incorporated herein by reference.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
(a) List of documents filed as part of this report:
1. Financial statements:
All financial statements of the registrant as set forth under
Item 8 of this Report on Form 10-K.
2. Financial statement schedules:
All schedules are omitted, as the required information is
inapplicable or the information is presented in the consolidated
financial statements or related notes thereto.
3. Exhibits to this Form 10-K are as follows:
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Exhibit No. Description
2 Amended and Restated Agreement and Plan of Merger and
Reorganization (incorporated by reference to Exhibit 2 to
Form 8-K filed on July 2, 1999)
3 (a) Articles of Incorporation of RGC Resources, Inc.
(incorporated herein by reference to Exhibit 3(a) of
Registration Statement No. 33-67311, on Form S-4, filed with
the Commission on November 13, 1998, and amended by
Amendment No. 5, filed with the Commission on January 28,
1999.)
3 (b) Bylaws of RGC Resources, Inc. (incorporated herein by
reference to Exhibit 3(b) of Registration Statement No.
33-67311, on Form S-4, filed with the Commission on November
13, 1998, and amended by Amendment No. 5, filed with the
Commission on January 28, 1999.)
4 (a) Specimen copy of certificate for RGC Resources, Inc. common
stock, $5.00 par value (incorporated herein by reference to
Exhibit 3(b) of Registration Statement No. 33-67311, on Form
S-4, filed with the Commission on November 13, 1998, and
amended by Amendment No. 5, filed with the Commission on
January 28, 1999.)
4 (b) Article I of the Bylaws of RGC Resources (included in
Exhibit 3(b) hereto)
4 (c) Instruments defining the rights of holders of long-term debt
(incorporated herein by reference to Exhibit 4(c) of the
Annual Report on Form 10-K for the fiscal year ended
September 30, 1991)
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)
13
<PAGE>
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)
14
<PAGE>
10(r) Certificate of Public Convenience and Necessity for
Montgomery County dated July 8, 1985 (incorporated herein by
reference to Exhibit 10(r) of Registration Statement No.
33-36605, on Form S-2, filed with the Commission on August
29, 1990, and amended by Amendment No. 1, filed with the
Commission on September 19, 1990)
10(s) Certificate of Public Convenience and Necessity for
Tazewell County dated March 25, 1968 (incorporated herein by
reference to Exhibit 10(s) of Registration Statement No.
33-36605, on Form S-2, filed with the Commission on August
29, 1990, and amended by Amendment No. 1, filed with the
Commission on September 19, 1990)
10(t) Certificate of Public Convenience and Necessity for
Franklin County dated September 8, 1964 (incorporated herein
by reference to Exhibit 10(t) of Registration Statement No.
33-36605, on Form S-2, filed with the Commission on August
29, 1990, and amended by Amendment No. 1, filed with the
Commission on September 19, 1990)
10(u) Ordinance of the Town of Bluefield, Virginia dated
August 25, 1986 (incorporated herein by reference to Exhibit
10(u) of Registration Statement No. 33-36605, on Form S-2,
filed with the Commission on August 29, 1990, and amended by
Amendment No. 1, filed with the Commission on September 19,
1990)
10(v) Ordinance of the City of Bluefield, West Virginia dated
as of August 23, 1979 (incorporated herein by reference to
Exhibit 10(v) of Registration Statement No. 33-36605, on
Form S-2, filed with the Commission on August 29, 1990, and
amended by Amendment No. 1, filed with the Commission on
September 19, 1990)
10(w) Resolution of the Council for the Town of Fincastle,
Virginia dated June 8, 1970 (incorporated herein by
reference to Exhibit 10(f) of Registration Statement No.
33-11383, on Form S-4, filed with the Commission on January
16, 1987)
10(x) Resolution of the Council for the Town of Troutville,
Virginia dated November 4, 1968 (incorporated herein by
reference to Exhibit 10(g) of Registration Statement No.
33-11383, on Form S-4, filed with the Commission on January
16, 1987)
10(y)* 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)
15
<PAGE>
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 Gulf
Transmission Company and Bluefield Gas Company dated
November 1, 1993 (incorporated herein by reference to
Exhibit 10(p)(p) of the Annual Report on Form 10-K for the
fiscal year ended September 30, 1994)
10(l)(l)* RGC Resources Key Employee Stock Option Plan
(incorporated herein by reference to Exhibit 4(c) of
Registration Statement No. 333-02455, Post Effective
Amendment on Form S-8, filed with the Commission on July 2,
1999.)
10(m)(m)* RGC Resources, Inc. Stock Bonus Plan (incorporated
herein by reference to Exhibit 10(m)(m) of Annual Report on
Form 10-K for the fiscal year ended September 30, 1999)
10(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)
16
<PAGE>
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 (incorporated
herein by reference to Exhibit 10(q)(q) of Annual Report on
Form 10-K for the fiscal year ended September 30, 1997)
10(r)(r)* RGC Resources, Inc. Restricted Stock Plan for
Outside Directors (incorporated herein by reference to
Exhibit 10(r)(r) of Annual Report on Form 10-K for the
fiscal year ended September 30, 1999)
10(s)(s) FTA Gas Transportation Agreement effective November
1, 1998, between East Tennessee Natural Gas Company and
Roanoke Gas Company (incorporated herein by reference to
Exhibit 10(s)(s) of Annual Report on Form 10-K for the
fiscal year ended September 30, 1998)
10(t)(t) SST Service Agreement effective November 1, 1997,
between Columbia Gas Transmission Corporation and Roanoke
Gas Company (incorporated herein by reference to Exhibit
10(t)(t) of Annual Report on Form 10-K for the fiscal year
ended September 30, 1998)
10 (u)(u) FSS Service Agreement effective April 1, 1997, between
Columbia Gas Transmission Corporation and Roanoke Gas
Company (incorporated herein by reference to Exhibit
10(u)(u) of Annual Report on Form 10-K for the fiscal year
ended September 30, 1998)
10(v)(v) FTS Precedent Agreement effective August 7, 1997,
between Columbia Gas Transmission Corporation and Roanoke
Gas Company (incorporated herein by reference to Exhibit
10(v)(v) of Annual Report on Form 10-K for the fiscal year
ended September 30, 1998)
10(w)(w) Firm Storage Service Agreement effective March 19,
1997, between Virginia Gas Storage Company and Roanoke Gas
Company (incorporated herein by reference to Exhibit
10(w)(w) of Annual Report on Form 10-K for the fiscal year
ended September 30, 1998)
10(x)(x) FTS-2 Service Agreement effective February 1, 1994,
between Columbia Gulf Transmission Company and Bluefield Gas
Company (incorporated herein by reference to Exhibit
10(x)(x) of Annual Report on Form 10-K for the fiscal year
ended September 30, 1998)
10(y)(y) Firm Transportation Agreement effective December 31,
1998, between Phoenix Energy Sales Company and Bluefield Gas
Company (incorporated herein by reference to Exhibit
10(y)(y) of Annual Report on Form 10-K for the fiscal year
ended September 30, 1998)
10(z)(z)* Agreement for Consulting Services effective January
26, 1998, between Frank A. Farmer, Jr. and Roanoke Gas
Company (incorporated herein by reference to Exhibit
10(z)(z) of Annual Report on Form 10-K for the fiscal year
ended September 30, 1998)
10(a)(a)(a)* Agreement for Consulting Services effective January 26,
1998, between John H. Parrott and Roanoke Gas Company
(incorporated herein by reference to Exhibit 10(a)(a)(a) of
Annual Report on Form 10-K for the fiscal year ended
September 30, 1998)
10(b)(b)(b) Master Firm Purchase/Sale Agreement effective November 1,
1999, between PG&E Energy Trading - Gas Corporation and
Bluefield Gas Company (incorporated herein by reference to
Exhibit 10(b)(b)(b) of Annual Report on Form 10-K for the
fiscal year ended September 30, 1999)
17
<PAGE>
10(c)(c)(c) First Amendment to the Master Firm Purchase/Sale
Agreement effective November 1, 1999, by and between
Bluefield Gas Company and PG&E Energy Trading - Gas
Corporation (incorporated herein by reference to Exhibit
10(c)(c)(c) of Annual Report on Form 10-K for the fiscal
year ended September 30, 1999)
10(d)(d)(d) Master Firm Purchase/Sale Agreement effective March 1, 1999,
between PG&E Energy Trading - Gas Corporation and Roanoke
Gas Company (incorporated herein by reference to Exhibit
10(d)(d)(d) of Annual Report on Form 10-K for the fiscal
year ended September 30, 1999)
10(e)(e)(e) First Amendment to the Master Firm Purchase/Sale
Agreement effective October 20, 1999 by and between Roanoke
Gas Company and PG&E Energy Trading - Gas Corporation
(incorporated herein by reference to Exhibit 10(e)(e)(e) of
Annual Report on Form 10-K for the fiscal year ended
September 30, 1999)
10(f)(f)(f)* Consultation Contract effective February 2, 2000 by and
between Wilbur L. Hazlegrove and RGC Resources, Inc.
13 2000 Annual Report to Shareholders (such report, except to
the extent incorporated herein by reference, is being
furnished for the information of the Commission only and is
not to be deemed filed as part of this Annual Report on Form
10-K)
21 Subsidiaries of the Company
23 Independent Auditors' Consent
27 Financial Data Schedule
---------------------
* Management contract or compensatory plan or agreement.
(b) Reports on Form 8-K:
None.
18
<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 Annual Report on Form 10-K to
be signed on its behalf by the undersigned, thereunto duly authorized.
RGC RESOURCES, INC.
By: /s/ Roger L. Baumgardner December 18, 2000
-------------------------------- ------------------------
Roger L. Baumgardner Date
Vice President, Secretary and
Treasurer
19
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual
Report on Form 10-K has been signed below by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
/s/ John B. Williamson, III December 18, 2000 President, Chief Executive Officer and
John B. Williamson, III Date Director
/s/ Roger L. Baumgardner December 18, 2000 Vice President, Secretary and
Roger L. Baumgardner Date Treasurer (Principal Accounting Officer)
/s/ Lynn D. Avis December 18, 2000 Director
Lynn D. Avis Date
/s/ Abney S. Boxley, III December 18, 2000 Director
Abney S. Boxley, III Date
/s/ Frank T. Ellett December 18, 2000 Director
Frank T. Ellett Date
/s/ Frank A. Farmer, Jr. December 18, 2000 Chairman of the Board, Director
Frank A. Farmer, Jr. Date
/s/ J. Allen Layman December 18, 2000 Director
J. Allen Layman Date
/s/ Thomas L. Robertson December 18, 2000 Director
Thomas L. Robertson Date
/s/ S. Frank Smith December 18, 2000 Director
S. Frank Smith Date
</TABLE>
20
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
2 Amended and Restated Agreement and Plan of Merger and
Reorganization (incorporated by reference to Exhibit 2 to
Form 8-K filed on July 2, 1999)
3 (a) Articles of Incorporation of RGC Resources, Inc.
(incorporated herein by reference to Exhibit 3(a) of
Registration Statement No. 33-67311, on Form S-4, filed with
the Commission on November 13, 1998, and amended by
Amendment No. 5, filed with the Commission on January 28,
1999.)
3 (b) Bylaws of RGC Resources, Inc. (incorporated herein by
reference to Exhibit 3(b) of Registration Statement No.
33-67311, on Form S-4, filed with the Commission on November
13, 1998, and amended by Amendment No. 5, filed with the
Commission on January 28, 1999.)
4 (a) Specimen copy of certificate for RGC Resources, Inc. common
stock, $5.00 par value (incorporated herein by reference to
Exhibit 3(b) of Registration Statement No. 33-67311, on Form
S-4, filed with the Commission on November 13, 1998, and
amended by Amendment No. 5, filed with the Commission on
January 28, 1999.)
4 (b) Article I of the Bylaws of RGC Resources (included in
Exhibit 3(b) hereto)
4 (c) Instruments defining the rights of holders of long-term debt
(incorporated herein by reference to Exhibit 4(c) of the
Annual Report on Form 10-K for the fiscal year ended
September 30, 1991)
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)
21
<PAGE>
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)
22
<PAGE>
10(r) Certificate of Public Convenience and Necessity for
Montgomery County dated July 8, 1985 (incorporated herein by
reference to Exhibit 10(r) of Registration Statement No.
33-36605, on Form S-2, filed with the Commission on August
29, 1990, and amended by Amendment No. 1, filed with the
Commission on September 19, 1990)
10(s) Certificate of Public Convenience and Necessity for
Tazewell County dated March 25, 1968 (incorporated herein by
reference to Exhibit 10(s) of Registration Statement No.
33-36605, on Form S-2, filed with the Commission on August
29, 1990, and amended by Amendment No. 1, filed with the
Commission on September 19, 1990)
10(t) Certificate of Public Convenience and Necessity for
Franklin County dated September 8, 1964 (incorporated herein
by reference to Exhibit 10(t) of Registration Statement No.
33-36605, on Form S-2, filed with the Commission on August
29, 1990, and amended by Amendment No. 1, filed with the
Commission on September 19, 1990)
10(u) Ordinance of the Town of Bluefield, Virginia dated
August 25, 1986 (incorporated herein by reference to Exhibit
10(u) of Registration Statement No. 33-36605, on Form S-2,
filed with the Commission on August 29, 1990, and amended by
Amendment No. 1, filed with the Commission on September 19,
1990)
10(v) Ordinance of the City of Bluefield, West Virginia dated
as of August 23, 1979 (incorporated herein by reference to
Exhibit 10(v) of Registration Statement No. 33-36605, on
Form S-2, filed with the Commission on August 29, 1990, and
amended by Amendment No. 1, filed with the Commission on
September 19, 1990)
10(w) Resolution of the Council for the Town of Fincastle,
Virginia dated June 8, 1970 (incorporated herein by
reference to Exhibit 10(f) of Registration Statement No.
33-11383, on Form S-4, filed with the Commission on January
16, 1987)
10(x) Resolution of the Council for the Town of Troutville,
Virginia dated November 4, 1968 (incorporated herein by
reference to Exhibit 10(g) of Registration Statement No.
33-11383, on Form S-4, filed with the Commission on January
16, 1987)
10(y)* 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)
23
<PAGE>
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 Gulf
Transmission Company and Bluefield Gas Company dated
November 1, 1993 (incorporated herein by reference to
Exhibit 10(p)(p) of the Annual Report on Form 10-K for the
fiscal year ended September 30, 1994)
10(l)(l)* RGC Resources Key Employee Stock Option Plan
(incorporated herein by reference to Exhibit 4(c) of
Registration Statement No. 333-02455, Post Effective
Amendment on Form S-8, filed with the Commission on July 2,
1999.)
10(m)(m)* RGC Resources, Inc. Stock Bonus Plan (incorporated
herein by reference to Exhibit 10(m)(m) of Annual Report on
Form 10-K for the fiscal year ended September 30, 1999)
10(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)
24
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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 (incorporated
herein by reference to Exhibit 10(q)(q) of Annual Report on
Form 10-K for the fiscal year ended September 30, 1997)
10(r)(r)* RGC Resources, Inc. Restricted Stock Plan for
Outside Directors (incorporated herein by reference to
Exhibit 10(r)(r) of Annual Report on Form 10-K for the
fiscal year ended September 30, 1999)
10(s)(s) FTA Gas Transportation Agreement effective November
1, 1998, between East Tennessee Natural Gas Company and
Roanoke Gas Company (incorporated herein by reference to
Exhibit 10(s)(s) of Annual Report on Form 10-K for the
fiscal year ended September 30, 1998)
10(t)(t) SST Service Agreement effective November 1, 1997,
between Columbia Gas Transmission Corporation and Roanoke
Gas Company (incorporated herein by reference to Exhibit
10(t)(t) of Annual Report on Form 10-K for the fiscal year
ended September 30, 1998)
10 (u)(u) FSS Service Agreement effective April 1, 1997, between
Columbia Gas Transmission Corporation and Roanoke Gas
Company (incorporated herein by reference to Exhibit
10(u)(u) of Annual Report on Form 10-K for the fiscal year
ended September 30, 1998)
10(v)(v) FTS Precedent Agreement effective August 7, 1997,
between Columbia Gas Transmission Corporation and Roanoke
Gas Company (incorporated herein by reference to Exhibit
10(v)(v) of Annual Report on Form 10-K for the fiscal year
ended September 30, 1998)
10(w)(w) Firm Storage Service Agreement effective March 19,
1997, between Virginia Gas Storage Company and Roanoke Gas
Company (incorporated herein by reference to Exhibit
10(w)(w) of Annual Report on Form 10-K for the fiscal year
ended September 30, 1998)
10(x)(x) FTS-2 Service Agreement effective February 1, 1994,
between Columbia Gulf Transmission Company and Bluefield Gas
Company (incorporated herein by reference to Exhibit
10(x)(x) of Annual Report on Form 10-K for the fiscal year
ended September 30, 1998)
10(y)(y) Firm Transportation Agreement effective December 31,
1998, between Phoenix Energy Sales Company and Bluefield Gas
Company (incorporated herein by reference to Exhibit
10(y)(y) of Annual Report on Form 10-K for the fiscal year
ended September 30, 1998)
10(z)(z)* Agreement for Consulting Services effective January
26, 1998, between Frank A. Farmer, Jr. and Roanoke Gas
Company (incorporated herein by reference to Exhibit
10(z)(z) of Annual Report on Form 10-K for the fiscal year
ended September 30, 1998)
10(a)(a)(a)* Agreement for Consulting Services effective January 26,
1998, between John H. Parrott and Roanoke Gas Company
(incorporated herein by reference to Exhibit 10(a)(a)(a) of
Annual Report on Form 10-K for the fiscal year ended
September 30, 1998)
10(b)(b)(b) Master Firm Purchase/Sale Agreement effective November 1,
1999, between PG&E Energy Trading - Gas Corporation and
Bluefield Gas Company (incorporated herein by reference to
Exhibit 10(b)(b)(b) of Annual Report on Form 10-K for the
fiscal year ended September 30, 1999)
25
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10(c)(c)(c) First Amendment to the Master Firm Purchase/Sale
Agreement effective November 1, 1999, by and between
Bluefield Gas Company and PG&E Energy Trading - Gas
Corporation (incorporated herein by reference to Exhibit
10(c)(c)(c) of Annual Report on Form 10-K for the fiscal
year ended September 30, 1999)
10(d)(d)(d) Master Firm Purchase/Sale Agreement effective March 1, 1999,
between PG&E Energy Trading - Gas Corporation and Roanoke
Gas Company (incorporated herein by reference to Exhibit
10(d)(d)(d) of Annual Report on Form 10-K for the fiscal
year ended September 30, 1999)
10(e)(e)(e) First Amendment to the Master Firm Purchase/Sale
Agreement effective October 20, 1999 by and between Roanoke
Gas Company and PG&E Energy Trading - Gas Corporation
(incorporated herein by reference to Exhibit 10(e)(e)(e) of
Annual Report on Form 10-K for the fiscal year ended
September 30, 1999)
10(f)(f)(f)* Consultation Contract effective February 2, 2000 by and
between Wilbur L. Hazlegrove and RGC Resources, Inc.
13 2000 Annual Report to Shareholders (such report, except to
the extent incorporated herein by reference, is being
furnished for the information of the Commission only and is
not to be deemed filed as part of this Annual Report on Form
10-K)
21 Subsidiaries of the Company
23 Independent Auditors' Consent
27 Financial Data Schedule
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* Management contract or compensatory plan or agreement.
26
