FORM U-3A-2 ROANOKE GAS COMPANY
FILE NO. 69-331
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
Statement By Holding Company Claiming Exemption
Under Rule U-3A-2 From the Provisions of the
Public Utility Holding Company Act of 1935
__________________________________________
Roanoke Gas Company ("Roanoke Gas") hereby files with the
Securities and Exchange Commission, pursuant to Rule 2, its
statement claiming exemption as a holding company from the
provisions of the Public Utility Holding Company Act of 1935. In
support of such claim for exemption, the following information is
submitted:
1. Roanoke Gas is a public service corporation organized
and existing in good standing under the laws of the Commonwealth
of Virginia. Roanoke Gas distributes natural gas to some 45,456
residential, commercial and industrial customers located in the
City of Roanoke and environs pursuant to certificates of
convenience and necessity at rates and charges issued and
prescribed by the State Corporation Commission of Virginia
("Virginia Commission"). Roanoke Gas owns all of the issued and
outstanding voting securities of Diversified Energy Company, a
Virginia corporation, d/b/a Highland Propane Company ("Highland
Propane"), and d/b/a Highland Gas Marketing. Highland Propane,
which is not a public utility, is operated under two (2)
divisions, Highland Propane-Roanoke and Highland Propane-
Bluefield. Highland Propane-Roanoke is engaged in the business
of selling liquefied petroleum gas (propane) in bulk to
<PAGE>
residential, commercial and industrial customers in and around
Roanoke, Virginia and Southwest Virginia. Roanoke Gas provides
all managerial and other direct labor, goods and services to
Highland Propane-Roanoke under agreement approved by the Virginia
Commission. Highland Propane is not otherwise subject to the
regulatory jurisdiction of the Virginia Commission. Highland
Propane-Bluefield is engaged in the business of selling liquefied
petroleum gas (propane) in bulk to residential, commercial and
industrial customers in Southern West Virginia and has offices in
Bluefield and Rainelle, West Virginia. Highland Gas Marketing is
a purchasing and marketing entity that buys fuels on the spot and
short term market and resells to certain end-users.
Roanoke Gas also owns all of the issued and outstanding
securities of Bluefield Gas Company ("Bluefield Gas"), a West
Virginia public service corporation, which is regulated as to
rates and service by the Public Service Commission of the State
of West Virginia ("West Virginia Commission"). Bluefield Gas
provides natural gas service to some 4,002 residential,
commercial and industrial customers located in and around
Bluefield, West Virginia. Bluefield Gas, in turn, owns all of
the issued and outstanding voting securities of Commonwealth
Public Service Corporation ("Commonwealth"). Commonwealth is a
small Virginia public service corporation which provides natural
gas service to approximately 841 residential, commercial and
industrial customers located in and around Bluefield, Virginia,
under rates and charges prescribed by the Virginia Commission.
Bluefield first claimed exemption under Section 3(a)(2) of the
<PAGE>
Public Utility Holding Company Act of 1935 ("The Act") in
February 1952.
2. Columbia Gas Transmission Corporation ("Columbia") is
Roanoke Gas' primary transporter of natural gas. Columbia
historically has transported two-thirds of Roanoke Gas' gas
supply and 100% of Bluefield Gas' gas supply. Prior to Federal
Energy Regulatory Commission Order 636, Roanoke Gas and Bluefield
Gas purchased their core market requirements through Demand
Purchases, Firm Transportation Service and Firm Storage Service.
Additional requirements were met through the use of spot and
short-term purchases under contracts with producers and brokers.
Under Order 636 the responsibility for obtaining dependable
natural gas supplies shifts from the pipeline companies to the
local distribution companies and to other "shippers" of natural
gas. The Company purchases gas supplies from a variety of
producers and marketers. Recent examples of suppliers or
marketers include Adobe Gas Marketing Company, Amoco Energy
Trading Corporation, Ashland Exploration, Inc., Coastal Gas
Marketing Company, Columbia Development Corporation, Columbia Gas
Transmission Corporation, Columbia Gulf Transmission Corporation,
Hadson Gas Marketing Company, Mobile Natural Gas, Inc. and
Tenngasco Corporation.
Roanoke Gas' other major transporter is East Tennessee
Natural Gas Company ("East Tennessee"). Historically, East
Tennessee has delivered one-third of Roanoke Gas' natural gas
supply.
<PAGE>
Roanoke Gas receives its gas supply from Columbia at two
city gate stations. Each station is connected by a thirty-three
mile transmission line to Columbia's system at Gala, Virginia.
Roanoke Gas receives its gas supply from East Tennessee at four
city gate stations located on East Tennessee's transmission line.
The city gate stations are located on the perimeter of a network
of distributions mains located in the Cities of Roanoke and
Salem, the Towns of Vinton, Fincastle and Troutville, and the
Counties of Bedford, Botetourt, Montgomery and Roanoke, Virginia.
Also, located on our transmission line in Botetourt County,
Virginia is a liquefied natural gas storage facility which has
the capacity to hold 200 million cubic feet of natural gas.
Bluefield Gas owns a transmission line extending from
Princeton, West Virginia to Bluefield, West Virginia, and a
distribution system within the City of Bluefield, West Virginia
and the immediate surrounding area of Mercer County, West
Virginia. A portion of the gas transported by Bluefield Gas is
sold at the West Virginia-Virginia state line to Commonwealth for
resale to its customers through a distribution network in
Bluefield, Virginia and the immediate surrounding area of
Tazewell County, Virginia.
Highland Propane-Bluefield's principal bulk storage
facility, located at its Bluefield, West Virginia facility, is
comprised of two 30,000 gallon storage tanks and one 18,000
gallon storage tank. Two 18,000 gallon storage tanks are located
at its Rainelle, West Virginia facility.
<PAGE>
Highland Propane-Roanoke owns and operates four storage
facilities. A facility at Thirlane Road, N.W. in Roanoke,
Virginia consists of two 30,000 gallon tanks. A second facility
at Fort Chiswell, Virginia consists of two 30,000 gallon tanks.
The third facility is located on the property of Consolidated
Glass in Galax, Virginia and consists of one 30,000 gallon tank.
The fourth facility is located in Craig County, near the town of
New Castle, Virginia and consists of one 30,000 gallon tank.
3. The following information for the last calendar year
with respect to Roanoke Gas, Bluefield Gas and Commonwealth is
submitted:
(a) Roanoke Gas distributed at retail 7,439,674 MCF of
gas during the calendar year 1994. Bluefield Gas
distributed at retail 809,450 MCF of gas during the calendar
year 1994. Commonweatlh distributed at retail 251,746 MCF
of gas during the calendar year 1994.
(b) Neither Roanoke Gas, Bluefield Gas nor
Commonwealth distributed at retail natural gas outside the
state of its incorporation.
(c) Roanoke Gas and Commonwealth did not sell at
wholesale natural gas outside the Commonwealth of Virginia.
Bluefield Gas sold 251,746 MCF of natural gas at wholesale
to Commonwealth at the Virginia-West Virginia line.
(d) Roanoke Gas purchased 7,799,138 MCF of natural gas
outside the Commonwealth of Virginia during the calendar
year 1994. All such gas was transported to Roanoke Gas for
resale as system supply by Columbia Gas Transmission
<PAGE>
Corporation and East Tennessee Natural Gas Company.
Commonwealth purchased 251,746 MCF of natural gas from
Bluefield Gas at the Virginia-West Virginia state line.
Bluefield Gas purchased 1,142,106 MCF of natural gas outside
the State of West Virginia. All such gas was transported to
Bluefield Gas for resale as system supply by Columbia Gas
Transmission Corporation. Highland Gas Marketing purchased
and resold 761,691 MCF of natural gas to certain end-users
of Roanoke Gas Company. In addition to the above volumes of
Highland Gas Marketing, Roanoke transported 727,406 MCF of
natural gas to its end-users for other marketers.
4. (a through e) Not applicable. The Company holds no
interest, directly or indirectly in an exempt wholesale generator
(EWG) or foreign utility company.
A consolidating statement of income and surplus and a
consolidating balance sheet of Roanoke Gas and its subsidiaries
for the 1994 calendar year is attached as Exhibit A and
Exhibit A(1).
<PAGE>
The above-named claimant has caused this statement to be
duly executed on its behalf by its authorized officer on this
24th day of February, 1995.
ROANOKE GAS COMPANY
By: Frank A. Farmer, Jr.
Its President
(SEAL)
ATTEST:
Roger L. Baumgardner
Secretary
Notices and correspondence regarding this statement should be
addressed to:
Roger L. Baumgardner
Vice President-Secretary & Treasurer
Roanoke Gas Company
Post Office Box 13007
Roanoke, VA 24030
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<CAPTION>
ROANOKE GAS COMPANY AND SUBSIDIARIES EXHIBIT A
CONSOLIDATING INCOME STATEMENT
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1994
ROANOKE BLUEFIELD HIGHLAND
GAS GAS PROPANE
COMPANY COMPANY COMPANY ELIMINATIONS
_______ _______ _______ ____________
<S> <C> <C> <C> <C> <C>
CONSOLIDATED
____________
OPERATING REVENUES:
Gas Utilities $42,994,473 $5,979,589 ($193,117) $48,780,945
Propane operations 4,583,060 (4,800) 4,578,260
___________ __________ __________ __________ ____________
Total Operating Revenues 42,994,473 5,979,589 4,583,060 ( 197,917) 53,359,205
COST OF GAS:
Gas Utilities 27,619,403 4,263,341 -0- 31,882,744
Propane Operations 2,169,696 -0- 2,169,696
___________ __________ __________ _________ ___________
Total Cost of Gas 27,619,403 4,263,341 2,169,696 -0- 34,052,440
OPERATING MARGIN 15,375,070 1,716,248 2,413,364 ( 197,917) 19,306,765
OTHER OPERATING EXPENSES:
Gas Utilities:
Other Operations 7,437,768 637,557 ( 69,567) 8,005,758
Maintenance 1,350,596 200,729 -0- 1,551,325
Taxes - general 1,882,369 394,734 -0- 2,277,103
Taxes - income 334,596 92,780 -0- 427,376
Depreciation and
Amortization 1,849,709 152,593 ( 17,609) 1,984,693
Propane Operations 2,100,605 ( 109,950) 1,990,655
___________ _________ __________ __________ __________
Total Other Operating
Expenses 12,855,038 1,478,393 2,100,605 (197,126) 16,236,910
OPERATING EARNINGS 2,520,032 237,855 312,759 (791) 3,069,855
<PAGE>
EXHIBIT A
OTHER INCOME & DEDUCTIONS:
Gas Utilities:
Interest Income 22,070 1,144 (307) 22,907
Merchandising and
Jobbing, Net 78,299 (447) -0- 77,852
Other Deductions (144,425) (10,460) -0- (154,885)
Taxes - Income 5,019 2,852 -0- 7,871
Propane Operations, Net 99,878 6,951 106,829
___________ __________ _________ ________ ___________
Total Other Income and
Deductions (39,037) (6,911) 99,878 6,644 60,574
EARNINGS BEFORE INTEREST
CHARGES 2,480,995 230,944 412,637 5,853 3,130,429
INTEREST CHARGES:
Gas Utilities:
Long-Term Debt 1,571,126 50,562 -0- 1,621,688
Other Interest 213,579 48,158 261,737
Propane Operations 47,769 -0- 47,769
___________ _________ _________ _________ ___________
Total Interest Charges 1,784,705 98,720 47,769 -0- 1,931,194
NET EARNINGS $ 696,290 $ 132,224 $ 364,868 $ 5,853 $ 1,199,235
___________ __________ __________ ________ ___________
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<TABLE>
<CAPTION>
BLUEFIELD GAS COMPANY EXHIBIT A
CONSOLIDATING INCOME STATEMENT
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1994
BLUEFIELD COMMONWEALTH
GAS PUBLIC
COMPANY SERVICE ELIMINATIONS CONSOLIDATED
_______ _______ ____________ ____________
<S> <C> <C> <C> <C>
OPERATING REVENUE $5,656,472 $1,293,577 ($970,460) $5,979,589
COST OF GAS 4,263,341 952,710 ( 952,710) 4,263,341
__________ __________ __________ __________
OPERATING MARGIN 1,393,131 340,867 (17,750) 1,716,248
OTHER OPERATING EXPENSES:
Other Operations 509,962 145,345 (17,750) 637,557
Maintenance 135,382 65,347 200,729
Taxes-General 340,876 53,858 394,734
Taxes-Income 81,208 11,572 92,780
Depreciation And
Amortization 112,770 39,823 152,593
__________ __________ _________ __________
Total Other Operating
Expenses 1,180,198 315,945 (17,750) 1,478,393
OPERATING EARNINGS 212,933 24,922 -0- 237,855
OTHER INCOME & DEDUCTIONS:
Interest Income 1,144 1,144
Merchandising & Jobbing,Net (447) (447)
Other Deductions (7,053) (3,407) (10,460)
Taxes-Income 1,694 1,158 2,852
__________ __________ _________ __________
Total Other Income &
Deductions (4,662) (2,249) -0- (6,911)
<PAGE>
EXHIBIT A
EARNINGS BEFORE
INTEREST CHARGES 208,271 22,673 -0- 230,944
INTEREST CHARGES:
Long-Term Debt 50,562 50,562
Other Interest 46,116 2,042 48,158
__________ __________ _________ __________
Total Interest Charges 96,678 2,042 -0- 98,720
NET EARNINGS $ 111,593 $ 20,631 $ -0- $ 132,224
__________ __________ ________ __________
</TABLE>
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<TABLE>
<CAPTION>
ROANOKE GAS COMPANY AND SUBSIDIARIES EXHIBIT A(1)
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 1994
ROANOKE BLUEFIELD HIGHLAND
GAS GAS PROPANE
CONSOLIDATED
COMPANY COMPANY COMPANY ELIMINATIONS TOTAL
_______ _______ _______ ____________ _____
<S> <C> <C> <C> <C> <C>
ASSETS
______
UTILITY PLANT:
Utility Plant In Service $50,209,077 $4,870,024 ($1,636,290) $53,442,811
Accumulated Depreciation 17,483,901 1,917,439 ( 1,491,433) 17,909,907
___________ __________ __________ ____________ ___________
Utility Plant In Service,Net 32,725,176 2,952,585 -0- (144,857 35,532,904
Construction Work-In-Progress 862,786 149,162 1,011,948
__________ __________ __________ ____________ ___________
Utility Plant, Net 33,587,962 3,101,747 -0- (144,857) 36,544,852
__________ __________ __________ ____________ ___________
NONUTILITY PROPERTY:
Propane 3,836,152 (209,764) 3,626,388
Accumulated Depreciation 1,962,138 (308,240) 1,653,898
__________ __________ __________ ____________ ___________
Nonutility Property, Net 1,874,014 98,476 1,972,490
__________ __________ __________ ____________ ___________
CURRENT ASSETS:
Cash (82,348) 110,943 29,447 58,042
Accounts Receivable 4,388,639 738,160 653,495 1,855,756 7,636,050
Inventories 4,497,496 971,166 97,292 5,565,954
Deferred Income Taxes 194,228 60,519 8,400 263,147
Prepaid Income Taxes -0-
Purchased Gas Adjustments 701,029 (183,589) 517,440
Other 465,775 43,550 176,151 (1,300) 684,176
___________ __________ __________ ___________ ___________
Total Current Assets 10,164,819 1,740,749 964,785 1,854,456 14,724,809
___________ __________ __________ ___________ ___________
OTHER ASSETS 2,813,300 40,793 490,000 (2,130,400) 1,213,693
___________ __________ __________ ___________ ___________
TOTAL $46,566,081 $4,883,289 $3,328,799 ($ 322,325) $54,455,844
___________ __________ __________ ___________ ___________
</TABLE>
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<TABLE>
<CAPTION>
ROANOKE GAS COMPANY AND SUBSIDIARIES EXHIBIT A(1)
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 1994
ROANOKE BLUEFIELD HIGHLAND
GAS GAS PROPANE
CONSOLIDATED
COMPANY COMPANY COMPANY ELIMINATIONS TOTAL
_______ _______ _______ ____________ _____
<S> <C> <C> <C> <C> <C>
LIABILITIES
___________
CAPITALIZATION:
Stockholders' Equity:
Common Stock $ 6,956,935 $ 49,704 $ 196,421 ($ 246,125) $ 6,956,935
Capital In Excess of
Par Value 1,696,521 257,805 215,956 1,570,092 3,740,374
Retained Earnings 6,688,696 1,479,962 1,425,663 ( 3,502,048) 6,092,273
___________ __________ __________ ____________ ___________
Total Stockholders' Equity 15,342,152 1,787,471 1,838,040 (2,178,081) 16,789,582
Long-Term Debt (Less Current
Maturities 16,346,375 1,300,000 17,646,375
__________ __________ __________ ____________ ___________
Total Capitalization 31,688,527 3,087,471 1,838,040 (2,178,081) 34,435,957
__________ __________ __________ ____________ ___________
CURRENT LIABILITIES:
Current Maturities Of
Long-Term Debt 1,070,665 50,000 1,120,665
Notes Payable 5,974,000 614,000 598,000 7,186,000
Dividends Payable 348,211 348,211
Accounts Payable 3,247,745 441,371 384,552 1,855,756 5,929,424
Accrued Income Taxes (533,366) 300,079 269,631 36,344
Customers' Deposits 291,929 67,770 8,584 368,283
Accrued Expenses 1,576,951 139,089 1,716,040
Refunds From Suppliers -
Due Customers 253,663 10,314 263,977
__________ __________ __________ ____________ ___________
Total Current Liabilities 12,229,798 1,622,623 1,260,767 1,855,756 16,968,944
__________ __________ __________ ____________ ___________
<PAGE>
EXHIBIT A(1)
DEFERRED CREDITS AND
OTHER LIABILITIES:
Deferred Income Taxes 1,955,382 153,583 162,436 2,271,401
Deferred Investment Tax
Credits 580,058 19,612 599,670
Other Deferred Credits 112,316 67,556 179,872
___________ __________ __________ ___________ ___________
Total Deferred Credits And
Other Liabilities 2,647,756 173,195 229,992 -0- 3,050,943
___________ __________ __________ ___________ ___________
TOTAL $46,566,081 $4,883,289 $3,328,799 ($ 322,325) $54,455,844
___________ __________ __________ ___________ ___________
</TABLE>
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<TABLE>
<CAPTION>
BLUEFIELD GAS COMPANY EXHIBIT A(1)
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 1994
BLUEFIELD COMMONWEALTH
GAS PUBLIC
COMPANY SERVICE ELIMINATIONS CONSOLIDATED
_______ _______ ____________ ____________
<S> <C> <C> <C> <C>
ASSETS:
UTILITY PLANT:
Utility Plant In Service $3,939,940 $ 930,084 $4,870,024
Accumulated Depreciation 1,637,655 279,784 1,917,439
__________ __________ __________ __________
Utility Plant In
Service, Net 2,302,285 650,300 -0- 2,952,585
Construction Work-In-
Progress 130,261 18,901 149,162
__________ __________ __________ __________
Utility Plant, Net 2,432,546 669,201 -0- 3,101,747
CURRENT ASSETS:
Cash 109,101 1,842 110,943
Accounts Receivable 860,003 (121,843) 738,160
Inventories 971,166 971,166
Deferred Income Taxes 53,510 7,009 60,519
Gas Cost Recoverable From
Customers -0- -0-
Purchased Gas Adjustment (169,501) (14,088) (183,589)
Other 43,550 43,550
__________ __________ __________ __________
Total Current Assets 1,867,829 (127,080) -0- 1,740,749
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EXHIBIT A(1)
OTHER ASSETS:
Unrecovered Purchase Gas
Adjustments
Other 28,092 13,201 (500) 40,793
__________ __________ __________ __________
Total Other Assets 28,092 13,201 (500) 40,793
TOTAL $4,328,467 $ 555,322 ($500) $4,883,289
__________ __________ __________ __________
</TABLE>
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EXHIBIT B
ROANOKE GAS COMPANY
FINANCIAL DATA SCHEDULE
Item No. Caption Heading
________ _______________
1 Total Assets $54,455,844
2 Total Operating Revenues 53,359,205
3 Net Income 1,199,235
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EXHIBIT C
NOT APPLICABLE
<PAGE>
<TABLE> <S> <C>
<ARTICLE> OPUR3
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATING INCOME STATEMENTS OF ROANOKE GAS COMPANY AND SUBSIDIARIES AND
OF BLUEFIELD GAS COMPANY AND THE CONSOLIDATING BALANCE SHEETS OF ROANOKE GAS
COMPANY AND SUBSIDIARIES AND OF BLUEFIELD GAS COMPANY FOR THE YEAR ENDED
DECEMBER 31, 1994 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<SUBSIDIARY>
<NUMBER> 3
<NAME> BLUEFIELD GAS COMPANY, DIVERSIFIED ENERGY COMPANY & COMMONWEALTH
PUBLIC SERVICE CORPORATION
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> SEP-30-1995
<PERIOD-END> DEC-31-1994
<BOOK-VALUE> PER-BOOK
<TOTAL-ASSETS> 54,455,844
<TOTAL-OPERATING-REVENUES> 53,359,205
<NET-INCOME> 1,199,235
</TABLE>
