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, 1995 Commission file number 0-367
ROANOKE GAS COMPANY
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(Exact name of registrant as specified in its charter)
Virginia 54-0359895
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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) 983-3800
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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 December 15, 1995. $22,723,265
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Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the last practicable date.
Class Outstanding at December 15, 1995
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COMMON STOCK, $5 PAR VALUE 1,442,747 SHARES
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DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the 1995 Annual Report to Stockholders are incorporated by
reference into Parts II and IV hereof.
Portions of the Proxy Statement for the Annual Meeting of Stockholders to be
held on January 22, 1996 are incorporated by reference into Part III hereof.
<PAGE>
PART I
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Item 1. Business.
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Historical Development
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Roanoke Gas Company ("Roanoke Gas") was organized as a public service
corporation under the laws of the Commonwealth of Virginia in 1912. The
principal service of Roanoke Gas was, and continues to be, the
distribution and sale of natural gas. Commencing in 1972, the
distribution and sale of propane gas was added to Roanoke Gas' line of
business. The propane business was transferred to Diversified Energy
Company, d/b/a Highland Propane Company ("Highland"), in January 1979.
Highland, which is not a public utility, distributes propane through two
divisions, Highland Propane - Roanoke and Highland Propane - Bluefield.
On May 15, 1987, Roanoke Gas, through a series of merger transactions,
acquired 100 percent of the outstanding stock of Bluefield Gas Company
("Bluefield"), a public service corporation, organized in 1944 under the
laws of the State of West Virginia and principally engaged in the
distribution of natural gas in Bluefield, West Virginia and surrounding
areas, and Gas Service, Inc. ("Gas Service"), a nonpublic utility
affiliate (through common directors and shareholders) of Bluefield,
which was engaged in the sale of propane in southwestern Virginia and
southern West Virginia. After obtaining requisite shareholder approval
and the approvals of the Virginia State Corporation Commission
("Virginia Commission") and the West Virginia Public Service Commission
("West Virginia Commission"), Gas Service was merged into Highland, and
Bluefield became a wholly-owned subsidiary of Roanoke Gas. Bluefield
owns all of the issued and outstanding stock of Commonwealth Public
Service Corporation ("Commonwealth"), a small Virginia public service
corporation organized in 1930 as the subsidiary of a predecessor
corporation to Bluefield.
In March 1994, the gas marketing division of Highland Propane was
established to broker natural gas to several industrial transportation
customers of Roanoke Gas.
Services
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Roanoke Gas Company and its subsidiaries (together "Company") maintain
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 purchase approximately 29
percent of the Company's total annual sales volume under the Company's
interruptible tariff and transportation gas services.
The Company's natural gas distribution business accounted for 91 percent
of the total revenues generated by the Company in fiscal 1995, and 92
percent and 93 percent of the Company's total revenues in fiscals 1994
and 1993, 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, however, regulatory changes at the
federal level and excess supply in the natural gas industry have led to
a national spot market for natural gas and an increase in the number of
suppliers of natural gas.
<PAGE>
Services (continued)
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The Company's retail sales are seasonal and temperature-sensitive as the
majority of the gas sold by the Company is used for heating. For the
fiscal year ended September 30, 1995, more than 53 percent of the
Company's total MCF of natural gas sales were made in the four-month
period of December through March. Retail gas sales for fiscal 1995 were
9,961,877 MCF, as compared to 10,267,038 MCF and 9,820,345 MCF in
fiscals 1994 and 1993, respectively. The Company's actual heating
degree days in fiscal 1995 were approximately 90 percent of normal, as
compared with approximately 104 percent of normal in fiscal 1994 and
approximately 103 percent of normal in fiscal 1993.
In addition to the sale of natural gas, the Company and its public
service subsidiaries sold and installed gas appliances and parts and
offered servicing of such appliances. These unregulated activities did
not contribute materially to the Company's consolidated gross revenues.
Management's analysis during 1995 indicated that it is more cost
effective to outsource gas appliance sales. Accordingly, the Company
discontinued general merchandising operations during the fourth quarter
of fiscal 1995.
Industry and regulatory issues that have affected the Company's
operations from time to time and may affect the Company's operations in
the future include the following: (i) obtaining adequate rate relief
from regulatory authorities on a timely basis; (ii) earning on a
consistent basis an adequate return on invested capital; (iii)
increasing expenses and the vitality of the economy; (iv) price
competition from alternate fuels; (v) volatility in the price of natural
gas and propane; (vi) some uncertainty in the projected rate of growth
of natural gas and propane requirements in the Company's service area;
and (vii) the development of natural gas and propane as an alternative
fuel. In addition, the Company's business is seasonal in character and
strongly influenced by weather conditions. Management of the Company
believes that the Company has the resources to deal successfully with
these and other issues.
Suppliers
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Effective November 1, 1993, the natural gas transportation pipelines
supplying the Company, including Columbia Gas Transmission Corporation
and Columbia Gulf Transmission Corporation (together "Columbia") and
East Tennessee Natural Gas Company and Tennessee Gas Pipeline (together
"East Tennessee"), have operated under Federal Energy Regulatory
Commission ("FERC") Order 636. This Order 636 restructuring 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 is the "unbundling" of pipeline services to
provide a number of choices to shippers. The Company can now elect to
choose 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 new "shipper" responsibilities are expected
to 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 its customers will have an economical and
reliable gas supply. Management believes the relationships the Company
has built with its suppliers as it constructed a supply portfolio will
allow it to continue to attain this goal.
<PAGE>
Suppliers (continued)
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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 supply agreements to cover the majority of its firm
transportation needs. Long-term suppliers currently include Amoco
Energy Trading, Ashland Exploration, Coastal Gas Marketing, Columbia
Energy Services and Mobil Natural Gas. The Company has also entered
into six contracts with five natural gas suppliers, including Amoco
Energy Trading, Coastal Gas Marketing, Ashland Exploration, Hadson Gas
Systems and Columbia Energy Services, to purchase approximately
4,234,000 DTH of natural gas at varying prices during the period
October 1, 1995 through September 30, 1996.
With the growth of the spot gas market, gas prices have developed a
pronounced seasonal pattern, with summer to winter price swings of as
much as 40 percent. 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 220,000 DTH
for use during peak winter periods. In addition, the Company has
contracted for extensive storage reserves from Columbia, Tennessee Gas
Pipeline and Virginia Gas Storage Company, with a combined total of
1,543,591 DTH of underground storage capacity for Roanoke and Bluefield.
These reserves were available for summer 1995 storage injections using
spot market supply. This increased 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 two-thirds of Roanoke Gas' gas
supply and 100 percent of Bluefield's gas supply. On June 19, 1991,
Columbia announced that due to the high gas prices contained in its gas
purchase contracts, it faces potential losses in excess of $1 billion
under these contracts. Columbia and its parent company filed for
protection under Chapter 11 of the bankruptcy laws on July 31, 1991.
Authorization was received from the Bankruptcy Court on August 22, 1991
for Columbia to reject 4,141 above-market-priced gas contracts which
have made its gas sale rates noncompetitive. Based upon present
information, management of the Company has no reason to believe that the
Company's transportation of gas through Columbia or its pass through of
take-or-pay dollars to customers will be materially adversely affected
by these events. East Tennessee continues to be the Company's other
major source of supply. Historically, East Tennessee has delivered one-
third of the Company's natural gas supply.
The rates paid for natural gas transportation and storage services
purchased from Columbia and East Tennessee are established by tariffs
approved by the FERC. These tariffs contain flexible pricing provisions
which, in some instances, authorize these suppliers to reduce rates and
charges to meet price competition.
Having two major pipeline transporters, an adequate 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 been, and will continue to be,
flexible and creative as it markets its own transportation capacity and
makes its gas purchasing decisions. The Company believes that Order 636
provides regulatory stability. Additionally, the increased
opportunities available in a deregulated natural gas supply environment
may result in additional market forces that establish gas prices and
help keep them more consistent and competitive.
<PAGE>
Suppliers (continued)
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Highland has entered into a storage and purchase contract for a
substantial portion of its winter supply of propane. At September 30,
1995, Highland has one contract with propane supplier E.I.L. Petroleum,
Inc. for the purchase of a total of 817,000 gallons of propane at
varying prices per gallon during the period October 1, 1995 through
September 30, 1996. Management believes this storage and purchase
contract will help control the effects of wholesale price swings during
peak sales months and provide added supply security.
In addition to storage contracts, Highland Propane - Roanoke has three
storage facilities, providing a combined total storage of 150,000
gallons, and Highland Propane - Bluefield has two storage facilities,
providing a combined total storage of 114,000 gallons. Management
believes its propane supply strategies have made Highland well
positioned to provide an adequate propane supply to current customers
and allow for future customer growth.
Competition
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The Company competes with other energy sources such as fuel oil,
electricity and coal. Competition is intense among the competing energy
sources and is based primarily on price. This is particularly true for
industrial applications where sales are at risk to price competition in
markets which may swing to residual and other fuel oils.
Roanoke Gas and Commonwealth currently hold the only franchises and/or
certificates of public convenience and necessity to distribute natural
gas in their respective Virginia service areas. The franchises
generally extend for a period of twenty years and are renewable by the
municipalities. The certificates of public convenience and necessity,
which are issued by the Virginia Commission, are of perpetual duration,
subject to compliance with regulatory standards. The franchise for the
City of Roanoke, the Company's largest service area, expired on August
30, 1993. On August 23, 1993, the Board of Directors of Roanoke Gas
approved an agreement with the City of Roanoke ("City") under which the
current franchise agreement was extended for a term of 180 days from
August 30, 1993, upon the same terms and conditions, except that a
provision of the existing franchise agreement giving the City the option
to purchase the property of Roanoke Gas located within the City was
deleted. The 180-day extension period expired February 26, 1994. The
parties have not reached an agreement on a new multiyear franchise
agreement; however, negotiations are ongoing, and the Company continues
to provide natural gas services to customers in the City of Roanoke.
The Company believes that it ultimately will secure a new franchise
agreement with the City of Roanoke on terms acceptable to the Company.
In addition, the franchise for the City of Salem expired on July 22,
1994, and the franchise for the Town of Vinton expired on December 10,
1994. Negotiations between the Company and the City of Salem and the
Town of Vinton are ongoing, and the Company continues to provide natural
gas services to customers in the City of Salem and the Town of Vinton.
The Company also believes that it will ultimately secure new franchise
agreements with the City of Salem and the town of Vinton on terms
acceptable to the Company. Bluefield Gas Company holds the only
franchise to distribute natural gas in its West Virginia service area.
Its franchise extends for a period of 30 years from August 23, 1979.
Management anticipates that the Company will be able to renew all of its
franchises as 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.
<PAGE>
Supervision and Regulation
--------------------------
Roanoke Gas and its public service subsidiaries are subject to
regulation at federal and state levels. Federally, the interstate gas
transmission between Bluefield and Commonwealth is regulated by the
FERC. At the state level, Roanoke Gas and its public service
subsidiaries are regulated by the Virginia and West Virginia
Commissions. Such regulation includes the prescription of rates and
charges at which natural gas is sold to customers and the approval of
agreements between or among affiliated companies involving the provision
of goods and services and other corporate activities of the Company,
including mergers, acquisitions and the issuance of securities. The
Virginia Commission also grants certificates of public convenience and
necessity to distribute natural gas in counties in the Commonwealth of
Virginia. Bluefield's West Virginia operations are regulated by the
West Virginia Commission, which regulates the rates at which natural gas
may be sold, certain corporate activities of Bluefield and pipeline
safety.
Roanoke Gas' and its public service subsidiaries' Virginia and West
Virginia operations are further supervised by municipalities and
localities which grant franchises for the placement of gas distribution
pipelines and the operation of a gas distribution network.
Roanoke Gas and Bluefield operated manufactured gas plants (MGPs) as a
source of fuel for lighting and heating until the early 1950's. The
process involved heating coal in a low-oxygen environment to produce a
manufactured gas that could be distributed through Roanoke Gas' and
Bluefield's pipeline systems to customers. A by-product of the process
was coal tar, and the potential exists for on-site tar waste
contaminants at both former plant sites. The extent of contaminants at
these sites is unknown at this time, and the Company has not performed
formal analysis at the Roanoke Gas MGP site. An analysis at the
Bluefield site indicates some soil contamination. The Company, with
concurrence of legal counsel, does not believe any events have occurred
requiring regulatory reporting. Further, the Company has not received
any notices of violation or liabilities associated with environmental
regulations related to the MGP sites and is not aware of any off-site
contamination or pollution as a result of these prior operations.
Therefore, the Company has no plans for subsurface remediation at either
of the MGP sites. Should the Company eventually be required to
remediate either of the MGP sites, 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. Based upon prior orders of the
Virginia Commission related to environmental matters at other companies,
Roanoke Gas believes it will be able to recover prudently incurred
costs. Additionally, a stipulated rate case agreement between Bluefield
and the West Virginia Commission recognizes Bluefield's right to defer
MGP clean-up costs, 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 which are anticipated to be
recoverable in future rates. Based on anticipated regulatory actions
and current practices, management believes that any costs incurred
related to the previously-mentioned environmental matters will not have
a material effect on the Company's consolidated financial position.
Employees
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At September 30, 1995, the Company had 154 full-time employees. As of
that date, approximately 37 percent of the Company's full-time employees
belonged to the Oil, Chemical and Atomic Workers International Union,
AFL-CIO Local No. 3-515, which has entered into a collective bargaining
agreement with the Company. The union has been in place at the Company
since 1952. A new collective bargaining agreement became effective on
August 1, 1994. That agreement will expire on July 31, 1997. The
Company considers its employee relations to be satisfactory.
<PAGE>
Item 2. Properties.
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Roanoke Gas owns and operates five metering stations through which it
measures and regulates the gas being delivered by its suppliers. The
location and physical description of the properties are as follows:
Plantation Station - Parcel on Virginia Highway #601 near point of
intersection of Hershberger Road (Rt. 623) and Rt. 601 - 1.590 acres.
J. M. Mason Station - S/E corner of Lakeside Circle and east of Lot #4
of Mill Road subdivision just east of Kessler Mill Road - .842 acres.
Sugarloaf Station - Parcel fronting on S/L of Rt. 686 and W/L of Lynnson
Drive - .111 acres.
Clearbrook Station - Parcel 356' west of Rt. 675 and 0.2 mile south of
Rt. 220 - .255 acres.
Cave Spring Station - N/L Route 221 just west of Route 688 - 3.93 acres.
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.
Located in Botetourt County is a liquefied natural gas storage facility
which has the capacity to hold 220,000 DTH of natural gas. The County
issued Industrial Revenue Bonds to finance this facility. Roanoke Gas
had a twenty-year lease on the facility with the option to purchase for
a nominal amount. The lease expired May 1, 1991, and the facility was
purchased by Roanoke Gas.
Roanoke Gas' general and business offices and the maintenance and
service departments are located in Roanoke, Virginia on an irregularly
shaped parcel of land running from H. L. Lawson and Son, Inc. south to
Norfolk Southern Computer Center fronting on Kimball Avenue to the west
to the Norfolk Southern Railway yard. The land area is 8.3 acres.
Bluefield currently maintains two offices. Its main corporate office
and warehouse is located on 6.09 acres at 4699 East Cumberland Road and
consists of a one-story metal building with brick front. Bluefield owns
a lot and a two-story 75' x 100' building at 800 Pulaski Street,
Bluefield, West Virginia, which houses Bluefield's service department.
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.
Highland Propane - Bluefield owns an office, loading platform, garage
and storage tank facility in Rainelle, West Virginia. The storage
facility consists of two 18,000 gallon tanks, pumps and related
equipment.
Highland Propane - Bluefield's principal bulk storage facility,
comprising two 30,000 gallon tanks, one 18,000 gallon tank, pumps and
related equipment, is located on Bluefield's property at 800 Pulaski
Street, Bluefield, West Virginia.
<PAGE>
Item 2. Properties. (continued)
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Highland Propane - Roanoke owns and operates four storage facilities. A
facility at Thirlane Road, N.W. in Roanoke consists of two 30,000-gallon
tanks. A second facility at Fort Chiswell, Virginia consists of two
30,000-gallon tanks. The third facility is located on the property of
Consolidated Glass in Galax, Virginia and consists of one 30,000-gallon
tank. The fourth storage facility is located in Craig County, Virginia,
near the town of New Castle, and also consists of one 30,000-gallon
tank.
The Company considers present properties adequate. Additional
distribution lines will be constructed as communities develop.
Item 3. Legal Proceedings.
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Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
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There were no matters submitted to a vote of security holders during the
fourth quarter of the year ended September 30, 1995.
Executive Officers of the Registrant
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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, 1996.
The names, ages and positions of all of the executive officers of
Roanoke Gas as of September 30, 1995 are listed on the following page
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.
<PAGE>
Executive Officers of the Registrant (continued)
------------------------------------
Previous and present duties and responsibilities:
<TABLE>
<CAPTION>
Position and Business
Name and Age Experience for Past Five Years
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<S> <C> <C>
Frank A. Farmer, Jr., 63 January 1991 to present Director, President and
Chief Executive Officer
January 1983 to January 1991 Director and Senior Vice
President - Operations
and Planning
Roger L. Baumgardner, 53 January 1986 to present Vice President, Secretary
and Treasurer
Arthur L. Pendleton, 44 January 1991 to present Vice President - Operations
January 1987 to January 1991 Assistant Vice President
and Chief Engineer
John B. Williamson, III, 41 January 1993 to present Vice President - Rates
and Finance
April 1992 to January 1993 Director of Rates and
Finance
Prior to April 1992 County Administrator of
Botetourt County,
Virginia
David Anderson, 48 January 1986 to present Assistant Secretary and
Assistant Treasurer
</TABLE>
<PAGE>
PART II
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Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.
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The information set forth under the caption "Market Price and Dividend
Information" on page 6 of the 1995 Annual Report to Stockholders is
incorporated herein by reference.
Item 6. Selected Financial Data.
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The information set forth under the caption "Selected Financial Data" on
page 7 of the 1995 Annual Report to Stockholders is incorporated herein
by reference.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
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of Operations.
-------------
The information set forth under the captions "Review of Operations" and
"Management's Discussion and Analysis of Financial Condition and Results
of Operations" on pages 4 through 13 of the 1995 Annual Report to
Stockholders is incorporated herein by reference.
Item 8. Financial Statements and Supplementary Data.
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The following consolidated financial statements of the registrant and
the Independent Auditors' Report set forth on pages 14 through 27 of the
1995 Annual Report to Stockholders are incorporated herein by reference:
1. Independent Auditors' Report
2. Consolidated Balance Sheets as of September 30, 1995 and 1994
3. Consolidated Statements of Earnings for the Years Ended September
30, 1995, 1994 and 1993
4. Consolidated Statements of Stockholders' Equity for the Years
Ended September 30, 1995, 1994 and 1993
5. Consolidated Statements of Cash Flows for the Years Ended
September 30, 1995, 1994 and 1993
6. Notes to Consolidated Financial Statements as of September 30,
1995 and 1994 and Years Ended September 30, 1995, 1994 and 1993
Item 9. Changes in and Disagreements with Accountants on Accounting and
- ------ ---------------------------------------------------------------
Financial Disclosure.
--------------------
Not applicable.
<PAGE>
PART III
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Item 10.Directors and Executive Officers of the Registrant.
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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" at pages 3 and 4 of the
Proxy Statement for the Annual Meeting of Stockholders to be held
January 22, 1996, 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 "Compliance with
Section 16(a) of the Securities Exchange Act" at page 10 of the Proxy
Statement for the Annual Meeting of Stockholders to be held January 22,
1996, 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," and
"Performance Graph" at pages 5 through 8 of the Proxy Statement for the
Annual Meeting of Stockholders to be held January 22, 1996, is
incorporated herein by reference.
Item 12.Security Ownership of Certain Beneficial Owners and Management.
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The information pertaining to stockholders 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 "Voting Securities"
and "Security Ownership of Management" on pages 2 and 3 of the Proxy
Statement for the Annual Meeting of Stockholders to be held January 22,
1996, is incorporated herein by reference.
Item 13.Certain Relationships and Related Transactions.
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The information with respect to certain transactions with management of
the registrant, which is set forth under the caption "Transactions with
Management" at page 9 of the Proxy Statement for the Annual Meeting of
Stockholders to be held on January 22, 1996, is incorporated herein by
reference.
PART IV
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Item 14.Exhibits, Financial Statement Schedules and Reports on Form 8-K.
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(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.
<PAGE>
3. Exhibits to this Form 10-K are as follows:
Exhibit No. Description
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3 (a) Articles of Incorporation, as amended, of Roanoke Gas
Company (incorporated herein by reference to Exhibit (19)
of the Quarterly Report on Form 10-Q for the quarter ended
March 31, 1992)
3 (b) Bylaws, as amended, of Roanoke Gas Company (incorporated
herein by reference to Exhibit (3)(b) of the Annual Report
on Form 10-K for the fiscal year ended September 30, 1990)
4 (a) Specimen copy of certificate for Roanoke Gas Company common
stock, $5.00 par value (incorporated herein by reference to
Exhibit (4)(a) of the Annual Report on Form 10-K for the
fiscal year ended September 30, 1992)
4 (b) Article I of the Bylaws of Roanoke Gas Company
(incorporated herein by reference to Exhibit (19) of the
Quarterly Report on Form 10-Q for the quarter ended March
31, 1992)
4 (c) Instruments defining the rights of holders of long-term
debt (incorporated herein by reference to Exhibit (4)(c)
of the Annual Report on Form 10-K for the fiscal year ended
September 30, 1991)
10 (a) Firm Transportation Agreement between East Tennessee
Natural Gas Company and Roanoke Gas Company dated November
1, 1993 (incorporated herein by reference to Exhibit 10(a)
of the Annual Report on Form 10-K for the fiscal year ended
September 30, 1994)
10 (b) Interruptible Transportation Agreement between East
Tennessee Natural Gas Company and Roanoke Gas Company dated
July 1, 1991 (incorporated herein by reference to Exhibit
10(b) of the Annual Report on Form 10-K for the fiscal year
ended September 30, 1994)
10 (c) NTS Service Agreement between Columbia Gas Transmission
Corporation and Roanoke Gas Company dated October 25, 1994
(incorporated herein by reference to Exhibit 10(c) of the
Annual Report on Form 10-K for the fiscal year ended
September 30, 1994)
<PAGE>
Item 14.Exhibits, Financial Statement Schedules and Reports on Form 8-K.
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(continued)
Exhibit No. Description
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10 (d) SIT Service Agreement between Columbia Gas Transmission
Corporation and Roanoke Gas Company dated November 30, 1993
(incorporated herein by reference to Exhibit 10(d) of the
Annual Report on Form 10-K for the fiscal year ended
September 30, 1994)
10 (e) FSS Service Agreement between Columbia Gas Transmission
Corporation and Roanoke Gas Company dated November 1, 1993
(incorporated herein by reference to Exhibit 10(e) of the
Annual Report on Form 10-K for the fiscal year ended
September 30, 1994)
10 (f) FTS Service Agreement between Columbia Gas Transmission
Corporation and Roanoke Gas Company dated November 1, 1993
(incorporated herein by reference to Exhibit 10(f) of the
Annual Report on Form 10-K for the fiscal year ended
September 30, 1994)
10 (g) SST Service Agreement between Columbia Gas Transmission
Corporation and Roanoke Gas Company dated November 1, 1993
(incorporated herein by reference to Exhibit 10(g) of the
Annual Report on Form 10-K for the fiscal year ended
September 30, 1994)
10 (h) ITS Service Agreement between Columbia Gas Transmission
Corporation and Roanoke Gas Company dated November 1, 1993
(incorporated herein by reference to Exhibit 10(h) of the
Annual Report on Form 10-K for the fiscal year ended
September 30, 1994)
10 (i) FTS-1 Service Agreement between Columbia Gulf Transmission
Company and Roanoke Gas Company dated November 1, 1993
(incorporated herein by reference to Exhibit 10(i) of the
Annual Report on Form 10-K for the fiscal year ended
September 30, 1994)
10 (j) ITS-1 Service Agreement between Columbia Gulf Transmission
Company and Roanoke Gas Company dated November 1, 1993
(incorporated herein by reference to Exhibit 10(j) of the
Annual Report on Form 10-K for the fiscal year ended
September 30, 1994)
<PAGE>
Item 14.Exhibits, Financial Statement Schedules and Reports on Form 8-K.
- ----------------------------------------------------------------------
(continued)
Exhibit No. Description
---------- -----------
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)
<PAGE>
Item 14.Exhibits, Financial Statement Schedules and Reports on Form 8-K.
- ----------------------------------------------------------------------
(continued)
Exhibit No. Description
---------- -----------
10 (q) Certificate of Public Convenience and Necessity for
Botetourt County dated August 30, 1966 (incorporated herein
by reference to Exhibit (10)(q) of Registration Statement
No. 33-36605, on Form S-2, filed with the Commission on
August 29, 1990, and amended by Amendment No. 1, filed with
the Commission on September 19, 1990)
10 (r) Certificate of Public Convenience and Necessity for
Montgomery County dated July 8, 1985 (incorporated herein
by reference to Exhibit (10)(r) of Registration Statement
No. 33-36605, on Form S-2, filed with the Commission on
August 29, 1990, and amended by Amendment No. 1, filed
with the Commission on September 19, 1990)
10 (s) Certificate of Public Convenience and Necessity for
Tazewell County dated March 25, 1968 (incorporated herein
by reference to Exhibit (10)(s) of Registration Statement
No. 33-36605, on Form S-2, filed with the Commission on
August 29, 1990, and amended by Amendment No. 1, filed
with the Commission on September 19, 1990)
10 (t) Certificate of Public Convenience and Necessity for
Franklin County dated September 8, 1964 (incorporated
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)
<PAGE>
Item 14.Exhibits, Financial Statement Schedules and Reports on Form 8-K.
- ----------------------------------------------------------------------
(continued)
Exhibit No. Description
---------- -----------
10 (w) Ordinance of the City of Roanoke, Virginia dated August 27,
1973 (incorporated herein by reference to Exhibit (10)(d)
of Registration Statement No. 33-11383, on Form S-4, filed
with the Commission on January 16, 1987)
10 (x) Ordinance of the City of Salem, Virginia dated July 22,
1974 (incorporated herein by reference to Exhibit (10)(e)
of Registration Statement No. 33-11383, on Form S-4, filed
with the Commission on January 16, 1987)
10 (y) Resolution of the Council for the Town of Fincastle,
Virginia dated June 8, 1970 (incorporated herein by
reference to Exhibit (10)(f) of Registration Statement No.
33-11383, on Form S-4, filed with the Commission on January
16, 1987)
10 (z) Resolution of the Council for the Town of Troutville,
Virginia dated November 4, 1968 (incorporated herein by
reference to Exhibit (10)(g) of Registration Statement No.
33-11383, on Form S-4, filed with the Commission on January
16, 1987)
10 (a) (a) Resolution of the Council for the Town of Vinton, Virginia
dated November 12, 1974 (incorporated herein by reference
to Exhibit (10)(h) of Registration Statement No. 33-11383,
on Form S-4, filed with the Commission on January 16, 1987)
10 (b) (b) Consulting Agreement between Albert W. Buckley and Roanoke
Gas Company dated February 20, 1992 (incorporated herein by
reference to Exhibit (10)(b)(b) of the Annual Report on
Form 10-K for the fiscal year ended September 30, 1992)
10 (c) (c) Consulting Contract between A. Anson Jamison and Roanoke
Gas Company dated March 27, 1990 (incorporated herein by
reference to Exhibit (10)(c)(c) of Registration Statement
No. 33-36605, on Form S-2, filed with the Commission on
August 29, 1990, and amended by Amendment No. 1, filed with
the Commission on September 19, 1990)
<PAGE>
Item 14.Exhibits, Financial Statement Schedules and Reports on Form 8-K.
- ----------------------------------------------------------------------
(continued)
Exhibit No. Description
---------- -----------
10 (d) (d) Consulting Contract between Robert W. Woody and Roanoke Gas
Company dated February 1, 1985 (incorporated herein by
reference to Exhibit (10)(d)(d) of Registration Statement
No. 33-36605, on Form S-2, filed with the Commission on
August 29, 1990, and amended by Amendment No. 1, filed with
the Commission on September 19, 1990)
10 (e) (e) Contract between Roanoke Gas Company and Diversified Energy
Services, Inc. dated December 18, 1978 (incorporated herein
by reference to Exhibit (10)(e)(e) of Registration
Statement No. 33-36605, on Form S-2, filed with the
Commission on August 29, 1990, and amended by Amendment No.
1, filed with the Commission on September 19, 1990)
10 (f) (f) Service Agreement between Bluefield Gas Company and
Commonwealth Public Service Corporation dated January 1,
1981 (incorporated herein by reference to Exhibit
(10)(f)(f) of Registration Statement No. 33-36605, on Form
S-2, filed with the Commission on August 29, 1990, and
amended by Amendment No. 1, filed with the Commission on
September 19, 1990)
10 (g) (g) Retirement Payment Agreement between Arthur T. Ellett and
Roanoke Gas Company dated April 6, 1972 (incorporated
herein by reference to Exhibit (10)(g)(g) of Registration
Statement No. 33-36605, on Form S-2, filed with the
Commission on August 29, 1990, and amended by Amendment No.
1, filed with the Commission on September 19, 1990)
10 (h) (h) Consulting Services Agreement between Edward C. Dunbar and
Roanoke Gas Company dated February 25, 1991 (incorporated
herein by reference to Exhibit (10)(h)(h) of the Annual
Report on Form 10-K for the fiscal year ended September 30,
1991)
10 (i) (i) Consultation Contract between Gordon C. Willis and Roanoke
Gas Company dated April 29, 1991 (incorporated herein by
reference to Exhibit (10)(i)(i) of the Annual Report on
Form 10-K for the fiscal year ended September 30, 1991)
<PAGE>
Item 14.Exhibits, Financial Statement Schedules and Reports on Form 8-K.
- ----------------------------------------------------------------------
(continued)
Exhibit No. Description
---------- -----------
10 (j) (j) Letter Agreement between the Company and the City of
Roanoke dated August 23, 1993 (incorporated herein by
reference to Exhibit (10)(j)(j) of Registration Statement
No. 33-69902, on Form S-2, filed with the Commission on
October 4, 1993, and amended by Amendment No. 1, filed with
the Commission on October 28, 1993)
10 (k) (k) Gas Storage Contract under rate schedule FS (Market Area)
Portland between Tennessee Gas Pipeline Company and Roanoke
Gas Company dated November 1, 1993 (incorporated herein by
reference to Exhibit 10(k)(k) of the Annual Report on Form
10-K for the fiscal year ended September 30, 1994)
10 (l) (l) FTS Service Agreement between Columbia Gas Transmission
Corporation and Bluefield Gas Company dated November 1,
1993 (incorporated herein by reference to Exhibit 10(l)(l)
of the Annual Report on Form 10-K for the fiscal year ended
September 30, 1994)
10 (m) (m) ITS Service Agreement between Columbia Gas Transmission
Corporation and Bluefield Gas Company dated November 1,
1993 (incorporated herein by reference to Exhibit 10(m)(m)
of the Annual Report on Form 10-K for the fiscal year ended
September 30, 1994)
10 (n) (n) FSS Service Agreement between Columbia Gas Transmission
Corporation and Bluefield Gas Company dated November 1,
1993 (incorporated herein by reference to Exhibit 10(n)(n)
of the Annual Report on Form 10-K for the fiscal year ended
September 30, 1994)
10 (o) (o) SST Service Agreement between Columbia Gas Transmission
Corporation and Bluefield Gas Company dated November 1,
1993 (incorporated herein by reference to Exhibit 10(o)(o)
of the Annual Report on Form 10-K for the fiscal year ended
September 30, 1994)
10 (p) (p) FTS-1 Service Agreement between Columbia Gulf Transmission
Company and Bluefield Gas Company dated November 1, 1993
(incorporated herein by reference to Exhibit 10(p)(p) of
the Annual Report on Form 10-K for the fiscal year ended
September 30, 1994)
<PAGE>
Item 14.Exhibits, Financial Statement Schedules and Reports on Form 8-K.
- ----------------------------------------------------------------------
(continued)
Exhibit No. Description
---------- -----------
10 (q) (q) *Roanoke Gas Company Key Employee Stock Option Plan
10 (r) (r) *Roanoke Gas Company Stock Bonus Plan
13 1995 Annual Report to Stockholders (such report, except to
the extent incorporated herein by reference, is being
furnished for the information of the Commission only and is
not to be deemed filed as part of this Report on Form 10-K)
21 Subsidiaries of the Company (incorporated herein by
reference to Exhibit (22) of Registration Statement No.
33-36605, on Form S-2, filed with the Commission on August
29, 1990, and amended by Amendment No. 1, filed with the
Commission on September 19, 1990)
23 Accountants' Consent
27 Financial Data Schedule
- -----------------
*Management contract or compensatory plan or agreement required to be
filed as an Exhibit to this Form 10-K pursuant to Item 14(c).
(b) Reports on Form 8-K:
None.
<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.
ROANOKE GAS COMPANY
By: /s/ Roger L. Baumgardner 12/18/95
------------------------ ----------------------
Roger L. Baumgardner Date
Vice President, Secretary and
Treasurer
<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/Frank A. Farmer, Jr. 12/18/95 President, Chief Executive
- -----------------------------------------------
Frank A. Farmer, Jr. Date Officer and Director
/s/John B. Williamson, III 12/18/95 Vice President - Rates and
- -----------------------------------------------
John B. Williamson, III Date Finance (Principal Financial
Officer)
/s/Roger L. Baumgardner 12/18/95 Vice President, Secretary and
- -----------------------------------------------
Roger L. Baumgardner Date Treasurer (Principal
Accounting Officer)
/s/Lynn D. Avis 12/18/95 Director
- -----------------------------------------------
Lynn D. Avis Date
/s/Abney S. Boxley, III 12/18/95 Director
- -----------------------------------------------
Abney S. Boxley, III Date
/s/Edward C. Dunbar 12/18/95 Director
- -----------------------------------------------
Edward C. Dunbar Date
/s/Frank T. Ellett 12/18/95 Director
- -----------------------------------------------
Frank T. Ellett Date
/s/Wilbur L. Hazlegrove 12/18/95 Director
- -----------------------------------------------
Wilbur L. Hazlegrove Date
/s/W. Bolling Izard 12/18/95 Director
- -----------------------------------------------
W. Bolling Izard Date
/s/J. Allen Layman 12/18/95 Director
- -----------------------------------------------
J. Allen Layman Date
/s/John H. Parrott 12/18/95 Director
- -----------------------------------------------
John H. Parrott Date
Director
- -----------------------------------------------
Thomas L. Robertson Date
/s/S. Frank Smith 12/18/95 Director
- -----------------------------------------------
S. Frank Smith Date
<PAGE>
INDEX TO EXHIBITS
-----------------
Exhibit No. Description Page
---------- ----------- ----
3 (a) Articles of Incorporation, as amended, of
Roanoke Gas Company (incorporated herein by
reference to Exhibit (19) of the Quarterly
Report on Form 10-Q for the quarter ended March
31, 1992)
3 (b) Bylaws, as amended, of Roanoke Gas Company
(incorporated herein by reference to Exhibit (3)(b)
of the Annual Report on Form 10-K for the fiscal year
ended September 30, 1990)
4 (a) Specimen copy of certificate for Roanoke Gas Company
common stock, $5.00 par value (incorporated herein by
reference to Exhibit (4)(a) of the Annual Report on
Form 10-K for the fiscal year ended September 30,
1992)
4 (b) Article I of the Bylaws of Roanoke Gas Company
(incorporated herein by reference to Exhibit (19) of
the Quarterly Report on Form 10-Q for the quarter
ended March 31, 1992)
4 (c) Instruments defining the rights of holders of
long-term debt (incorporated herein by reference to
Exhibit (4)(c) of the Annual Report on Form 10-K for
the fiscal year ended September 30, 1991)
10 (a) Firm Transportation Agreement between East
Tennessee Natural Gas Company and Roanoke
Gas Company dated November 1, 1993
(incorporated herein by reference to
Exhibit 10(a) of the Annual Report on Form
10-K for the fiscal year ended September
30, 1994)
10 (b) Interruptible Transportation Agreement
between East Tennessee Natural Gas Company
and Roanoke Gas Company dated July 1, 1991
(incorporated herein by reference to
Exhibit 10(b) of the Annual Report on Form
10-K for the fiscal year ended September
30, 1994)
10 (c) NTS Service Agreement between Columbia Gas
Transmission Corporation and Roanoke Gas
Company dated October 25, 1994
(incorporated herein by reference to
Exhibit 10(c) of the Annual Report on Form
10-K for the fiscal year ended September
30, 1994)
10 (d) SIT Service Agreement between Columbia Gas
Transmission Corporation and Roanoke Gas
Company dated November 30, 1993
(incorporated herein by reference to
Exhibit 10(d) of the Annual Report on Form
10-K for the fiscal year ended September
30, 1994)
<PAGE>
Exhibit No. Description (continued) Page
---------- ----------- ----
10 (e) FSS Service Agreement between Columbia Gas
Transmission Corporation and Roanoke Gas
Company dated November 1, 1993
(incorporated herein by reference to
Exhibit 10(e) of the Annual Report on Form
10-K for the fiscal year ended September
30, 1994)
10 (f) FTS Service Agreement between Columbia Gas
Transmission Corporation and Roanoke Gas
Company dated November 1, 1993
(incorporated herein by reference to
Exhibit 10(f) of the Annual Report on Form
10-K for the fiscal year ended September
30, 1994)
10 (g) SST Service Agreement between Columbia Gas
Transmission Corporation and Roanoke Gas
Company dated November 1, 1993
(incorporated herein by reference to
Exhibit 10(g) of the Annual Report on Form
10-K for the fiscal year ended September
30, 1994)
10 (h) ITS Service Agreement between Columbia Gas
Transmission Corporation and Roanoke Gas
Company dated November 1, 1993
(incorporated herein by reference to
Exhibit 10(h) of the Annual Report on Form
10-K for the fiscal year ended September
30, 1994)
10 (i) FTS-1 Service Agreement between Columbia
Gulf Transmission Company and Roanoke Gas
Company dated November 1, 1993
(incorporated herein by reference to
Exhibit 10(i) of the Annual Report on Form
10-K for the fiscal year ended September
30, 1994)
10 (j) ITS-1 Service Agreement between Columbia
Gulf Transmission Company and Roanoke Gas
Company dated November 1, 1993
(incorporated herein by reference to
Exhibit 10(j) of the Annual Report on Form
10-K for the fiscal year ended September
30, 1994)
10 (k) Gas Transportation Agreement, for use
under FT-A rate schedule, between
Tennessee Gas Pipeline Company and Roanoke
Gas Company dated November 1, 1993
(incorporated herein by reference to
Exhibit 10(k) of the Annual Report on Form
10-K for the fiscal year ended September
30, 1994)
10 (l) Gas Transportation Agreement, for use
under IT rate schedule, between Tennessee
Gas Pipeline Company and Roanoke Gas
Company dated September 1, 1993
(incorporated herein by reference to
Exhibit 10(l) of the Annual Report on Form
10-K for the fiscal year ended September
30, 1994)
<PAGE>
Exhibit No. Description (continued) Page
---------- ----------- ----
10 (m) Gas Storage Contract under rate schedule
FS (Production Area) Bear Creek II between
Tennessee Gas Pipeline Company and Roanoke
Gas Company dated November 1, 1993
(incorporated herein by reference to
Exhibit 10(m) of the Annual Report on Form
10-K for the fiscal year ended September
30, 1994)
10 (n) Gas Storage Contract under rate schedule
FS (Production Area) Bear Creek I between
Tennessee Gas Pipeline Company and Roanoke
Gas Company dated September 1, 1993
(incorporated herein by reference to
Exhibit 10(n) of the Annual Report on Form
10-K for the fiscal year ended September
30, 1994)
10 (o) Certificate of Public Convenience and
Necessity for Bedford County dated
February 21, 1966 (incorporated herein by
reference to Exhibit (10)(o) of
Registration Statement No. 33-36605, on
Form S-2, filed with the Commission on
August 29, 1990, and amended by Amendment
No. 1, filed with the Commission on
September 19, 1990)
10 (p) Certificate of Public Convenience and
Necessity for Roanoke County dated October
19, 1965 (incorporated herein by reference
to Exhibit (10)(p) of Registration
Statement No. 33-36605, on Form S-2, filed
with the Commission on August 29, 1990,
and amended by Amendment No. 1, filed with
the Commission on September 19, 1990)
10 (q) Certificate of Public Convenience and
Necessity for Botetourt County dated
August 30, 1966 (incorporated herein by
reference to Exhibit (10)(q) of
Registration Statement No. 33-36605, on
Form S-2, filed with the Commission on
August 29, 1990, and amended by Amendment
No. 1, filed with the Commission on
September 19, 1990)
10 (r) Certificate of Public Convenience and
Necessity for Montgomery County dated July
8, 1985 (incorporated herein by reference
to Exhibit (10)(r) of Registration
Statement No. 33-36605, on Form S-2, filed
with the Commission on August 29, 1990,
and amended by Amendment No. 1, filed with
the Commission on September 19, 1990)
10 (s) Certificate of Public Convenience and
Necessity for Tazewell County dated March
25, 1968 (incorporated herein by reference
to Exhibit (10)(s) of Registration
Statement No. 33-36605, on Form S-2, filed
with the Commission on August 29, 1990,
and amended by Amendment No. 1, filed with
the Commission on September 19, 1990)
<PAGE>
Exhibit No. Description (continued) Page
---------- ----------- ----
10 (t) Certificate of Public Convenience and
Necessity for Franklin County dated
September 8, 1964 (incorporated herein by
reference to Exhibit (10)(t) of
Registration Statement No. 33-36605, on
Form S-2, filed with the Commission on
August 29, 1990, and amended by Amendment
No. 1, filed with the Commission on
September 19, 1990)
10 (u) Ordinance of the Town of Bluefield,
Virginia dated August 25, 1986
(incorporated herein by reference to
Exhibit (10)(u) of Registration Statement
No. 33-36605, on Form S-2, filed with the
Commission on August 29, 1990, and amended
by Amendment No. 1, filed with the
Commission on September 19, 1990)
10 (v) Ordinance of the City of Bluefield, West
Virginia dated as of August 23, 1979
(incorporated herein by reference to
Exhibit (10)(v) of Registration Statement
No. 33-36605, on Form S-2, filed with the
Commission on August 29, 1990, and amended
by Amendment No. 1, filed with the
Commission on September 19, 1990)
10 (w) Ordinance of the City of Roanoke, Virginia
dated August 27, 1973 (incorporated herein
by reference to Exhibit (10)(d) of
Registration Statement No. 33-11383, on
Form S-4, filed with the Commission on
January 16, 1987)
10 (x) Ordinance of the City of Salem, Virginia
dated July 22, 1974 (incorporated herein
by reference to Exhibit (10)(e) of
Registration Statement No. 33-11383, on
Form S-4, filed with the Commission on
January 16, 1987)
10 (y) Resolution of the Council for the Town of
Fincastle, Virginia dated June 8, 1970
(incorporated herein by reference to
Exhibit (10)(f) of Registration Statement
No. 33-11383, on Form S-4, filed with the
Commission on January 16, 1987)
10 (z) Resolution of the Council for the Town of
Troutville, Virginia dated November 4,
1968 (incorporated herein by reference to
Exhibit (10)(g) of Registration Statement
No. 33-11383, on Form S-4, filed with the
Commission on January 16, 1987)
10 (a) (a) Resolution of the Council for the Town of
Vinton, Virginia dated November 12, 1974
(incorporated herein by reference to
Exhibit (10)(h) of Registration Statement
No. 33-11383, on Form S-4, filed with the
Commission on January 16, 1987)
<PAGE>
Exhibit No. Description (continued) Page
---------- ----------- ----
10 (b) (b) Consulting Agreement between Albert W.
Buckley and Roanoke Gas Company dated
February 20, 1992 (incorporated herein by
reference to Exhibit (10)(b)(b) of the
Annual Report on Form 10-K for the fiscal
year ended September 30, 1992)
10 (c) (c) Consulting Contract between A. Anson Jamison
and Roanoke Gas Company dated March 27, 1990
(incorporated herein by reference to Exhibit
(10)(c)(c) of Registration Statement No.
33-36605, on Form S-2, filed with the Commission
on August 29, 1990, and amended by Amendment No. 1
filed with the Commission on September 19, 1990)
10 (d) (d) Consulting Contract between Robert W.
Woody and Roanoke Gas Company dated
February 1, 1985 (incorporated herein by
reference to Exhibit (10)(d)(d) of
Registration Statement No. 33-36605, on
Form S-2, filed with the Commission on
August 29, 1990, and amended by Amendment
No. 1, filed with the Commission on
September 19, 1990)
10 (e) (e) Contract between Roanoke Gas Company and
Diversified Energy Services, Inc. dated
December 18, 1978 (incorporated herein by
reference to Exhibit (10)(e)(e) of
Registration Statement No. 33-36605, on
Form S-2, filed with the Commission on
August 29, 1990, and amended by Amendment
No. 1, filed with the Commission on
September 19, 1990)
10 (f) (f) Service Agreement between Bluefield Gas
Company and Commonwealth Public Service
Corporation dated January 1, 1981
(incorporated herein by reference to
Exhibit (10)(f)(f) of Registration
Statement No. 33-36605, on Form S-2, filed
with the Commission on August 29, 1990,
and amended by Amendment No. 1, filed with
the Commission on September 19, 1990)
10 (g) (g) Retirement Payment Agreement between
Arthur T. Ellett and Roanoke Gas Company
dated April 6, 1972 (incorporated herein
by reference to Exhibit (10)(g)(g) of
Registration Statement No. 33-36605, on
Form S-2, filed with the Commission on
August 29, 1990, and amended by Amendment
No. 1, filed with the Commission on
September 19, 1990)
10 (h) (h) Consulting Services Agreement between
Edward C. Dunbar and Roanoke Gas Company
dated February 25, 1991 (incorporated
herein by reference to Exhibit (10)(h)(h)
of the Annual Report on Form 10-K for the
fiscal year ended September 30, 1991)
<PAGE>
Exhibit No. Description (continued) Page
---------- ----------- ----
10 (i) (i) Consultation Contract between Gordon C.
Willis and Roanoke Gas Company dated April
29, 1991 (incorporated herein by reference
to Exhibit (10)(i)(i) of the Annual Report
on Form 10-K for the fiscal year ended
September 30, 1991)
10 (j) (j) Letter Agreement between the Company and
the City of Roanoke dated August 23, 1993
(incorporated herein by reference to
Exhibit (10)(j)(j) of Registration
Statement No. 33-69902, on Form S-2, filed
with the Commission on October 4, 1993,
and amended by Amendment No. 1, filed with
the Commission on October 28, 1993)
10 (k) (k) Gas Storage Contract under rate schedule
FS (Market Area) Portland between
Tennessee Gas Pipeline Company and Roanoke
Gas Company dated November 1, 1993
(incorporated herein by reference to
Exhibit 10(k)(k) of the Annual Report on
Form 10-K for the fiscal year ended
September 30, 1994)
10 (l) (l) FTS Service Agreement between Columbia Gas
Transmission Corporation and Bluefield Gas
Company dated November 1, 1993
(incorporated herein by reference to
Exhibit 10(l)(l) of the Annual Report on
Form 10-K for the fiscal year ended
September 30, 1994)
10 (m) (m) ITS Service Agreement between Columbia Gas
Transmission Corporation and Bluefield Gas
Company dated November 1, 1993
(incorporated herein by reference to
Exhibit 10(m)(m) of the Annual Report on
Form 10-K for the fiscal year ended
September 30, 1994)
10 (n) (n) FSS Service Agreement between Columbia Gas
Transmission Corporation and Bluefield Gas
Company dated November 1, 1993
(incorporated herein by reference to
Exhibit 10(n)(n) of the Annual Report on
Form 10-K for the fiscal year ended
September 30, 1994)
10 (o) (o) SST Service Agreement between Columbia Gas
Transmission Corporation and Bluefield Gas
Company dated November 1, 1993
(incorporated herein by reference to
Exhibit 10(o)(o) of the Annual Report on
Form 10-K for the fiscal year ended
September 30, 1994)
10 (p) (p) FTS-1 Service Agreement between Columbia
Gulf Transmission Company and Bluefield
Gas Company dated November 1, 1993
(incorporated herein by reference to
Exhibit 10(p)(p) of the Annual Report on
Form 10-K for the fiscal year ended
September 30, 1994)
<PAGE>
Exhibit No. Description (continued) Page
---------- ----------- ----
10 (q) (q) *Roanoke Gas Company Key Employee Stock
Option Plan
10 (r) (r) *Roanoke Gas Company Stock Bonus Plan
13 1995 Annual Report to Stockholders (such
report, except to the extent incorporated
herein by reference, is being furnished for
the information of the Commission only and is
not to be deemed filed as part of this Report
on Form 10-K)
21 Subsidiaries of the Company (incorporated herein
by reference to Exhibit (22) of Registration
Statement No. 33-36605, on Form S-2, filed with
the Commission on August 29, 1990, and amended
by Amendment No. 1, filed with the Commission
on September 19, 1990)
23 Accountants' Consent
27 Financial Data Schedule
- ---------------------
*Management contract or compensatory plan or agreement required to be
filed as an Exhibit to this Form 10-K pursuant to Item 14(c).
ROANOKE GAS COMPANY
KEY EMPLOYEE STOCK OPTION PLAN
1. PURPOSE:
-------
The purpose of this Plan is to promote the interests of
Roanoke Gas Company (the "Corporation") and its shareholders by
aiding in attracting, retaining and motivating officers and other
key employees of the Corporation and its affiliates. The Plan is
designed to accomplish these objectives by providing such
officers and key employees with an opportunity to acquire a
proprietary interest in the Corporation by means of options and
thereby benefit from appreciation in value of the shares of the
Corporation's Common Stock. This opportunity should provide
additional incentives for such officers and key employees to
continue to use their best efforts and superior performances to
promote the best interests of the Corporation, for their own
benefit and for the benefit of the shareholders.
2. DEFINITIONS:
-----------
The following words and phrases as used herein shall have
the meanings set forth below:
2.1 "Board" shall mean the Board of Directors of the
Corporation.
2.2 "Change in Control" shall mean a change in control of a
nature that would be required to be reported (assuming such event
has not been "previously reported") in response to Item 1(a) of
the Current Report on Form 8-K, as in effect on the date hereof,
pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended ("Exchange Act"); provided that, notwithstanding
the foregoing and without limitation, such a change in control
shall be deemed to have occurred at such time as (i) any Person
is or becomes the "beneficial owner" (as defined in Rule 13d-3 or
Rule 13d-5 under the Exchange Act as in effect on the date
hereof), directly or indirectly, of 20% or more of the combined
voting power of the Corporation's voting securities; (ii) the
incumbent Board ceases for any reason to constitute at least the
majority of the Board, provided that any person becoming a
director subsequent to the date hereof whose election, or
nomination for election by the Corporation's shareholders, was
approved by a vote of at least 75% of the directors comprising
the incumbent Board (either by a specific vote or by approval of
the proxy statement of the Corporation in which such person is
named as a nominee for director, without objection to such
nomination) shall be, for purposes of this clause (ii) considered
as though such person were a member of the incumbent Board;
(iii) all or substantially all of the assets of the Corporation
are sold, transferred or conveyed by any means, including but not
limited to, direct purchase or merger, if the transferee is not
controlled by the Corporation, control meaning the ownership of
more than 50% of the combined voting power of such entity's
voting securities; or (iv) the Corporation is merged or
consolidated with another corporation or entity and as a result
of such merger or consolidation less than 75% of the outstanding
voting securities of the surviving or resulting corporation or
entity shall be owned in the aggregate by the former shareholders
of the Corporation. Notwithstanding anything in the foregoing to
<PAGE>
the contrary, no change in control shall be deemed to have
occurred for purposes of this Agreement by virtue of any
transaction (i) which results in the Optionee or a group of
Persons which includes the Optionee, acquiring, directly or
indirectly, 20% or more of the combined voting power of the
Corporation's voting securities; or (ii) which results in the
Corporation, any affiliate of the Corporation or any profit-
sharing plan, employee stock ownership plan or employee benefit
plan of the Corporation or any of its affiliates (or any trustee
of or fiduciary with respect to any such plan acting in such
capacity) acquiring, directly or indirectly, 20% or more of the
combined voting power of the Corporation's voting securities.
2.3 "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time.
2.4 "Committee" shall mean the Compensation Committee of
the Board of Directors, or such other committee of the Board as
may be designated by the Board from time to time, for the purpose
of administering this Plan as contemplated by Section 3 of this
document. The composition of the Committee shall meet the
disinterested administration requirements of Rule 16b-3
promulgated pursuant to the Exchange Act. Should any member of
the Committee cease to be a disinterested person under
Rule 16b-3(c)(2)(i) or any subsequent rule, he shall immediately
be deemed not to be a member of the Committee for all purposes of
this Plan.
2.5 "Common Stock" shall mean the common stock of the
Corporation.
2.6 "Option" shall mean any stock option granted pursuant
to this Plan.
2.7 "Optionee" shall mean any person who is the holder of
an Option granted under this Plan.
2.8 "Person" shall mean person within the meaning of
Sections 3(a)(9) and 13(d)(3) of the Exchange Act.
2.9 "Plan" shall mean this Roanoke Gas Company Key Employee
Stock Option Plan.
2.10 "Fair Market Value" shall mean the closing sales price
of Common Stock on a nationally recognized stock exchange or, if
not traded on such an exchange, the NASDAQ National Market
System, on the date involved if that is a trading day, or if not,
the first trading day prior to such day. If said Common Stock is
not quoted on the NASDAQ National Market System, then Fair Market
Value shall mean the average between the bid and asked price on
the date involved if that is a trading day, or if not, the first
trading day prior to such day. If there is no such average, the
Committee shall determine Fair Market Value in good faith. In
determining such Fair Market Value, the Committee shall utilize
all information which it deems pertinent, including, but not
limited to, actual sale or purchase data, and may engage the
services of an accounting firm to assist in the determination.
The Committee shall further determine Fair Market Value using
guidelines promulgated pursuant to the pertinent provisions of
the Code.
<PAGE>
3. ADMINISTRATION:
--------------
3.1 The Plan shall be administered by the Committee, which
may make such determinations and take such actions in connection
with the Plan as it deems necessary. Such determinations and
actions shall be binding and conclusive for all purposes and upon
all persons.
3.2 The Committee may correct any defects, omissions or
ambiguities, or reconcile any inconsistencies, in the Plan, or in
any document issued pursuant to the Plan, in the manner and to
the extent it shall deem reasonably desirable. The Committee
shall have full and sole authority to make all administrative,
interpretative and other determinations with respect to the Plan
and all such determinations shall be final and conclusive.
3.3 As provided in Section 6.1 hereof, the Committee shall
have full and sole authority to make all grants to be made
hereunder.
3.4 Any other provision of the Plan to the contrary
notwithstanding, the Committee is authorized to take such action
as it, in its discretion, may deem necessary or advisable and
fair and equitable with regard to Optionees in the event of: a
Change in Control of the Corporation; a tender, exchange or
similar offer for all or any part of the Common Stock made by an
entity, person or group (other than the Corporation, any
affiliate of the Corporation or any savings, pension or other
benefit plan for the benefit of employees of the Corporation or
its affiliates); a merger of the Corporation into, a
consolidation of the Corporation with, or an acquisition of the
Corporation by another corporation; or a sale or transfer of all
or substantially all of the Corporation's assets. Such action,
in the Committee's discretion, may include (but shall not be
deemed limited to): establishing, amending or waiving the forms,
terms, conditions or duration of Options granted hereunder or
subject to grant hereunder, so as to provide for earlier, later,
extended or additional terms for exercise of the whole, or any
installment thereof (provided that, except as permitted by the
provisions of this Section and Section 9.1 hereof, in no event
will any Option be exercisable within the first six months of its
respective term); alternate forms of payment; or other
modifications. The Committee may take any such actions pursuant
to this Section 3.4 by adopting rules or regulations of general
applicability to all Optionees, or to certain categories of
Optionees; by amending or waiving terms and conditions in stock
option agreements; or by taking action with respect to individual
Optionees. The Committee may take any such actions before or
after the public announcement of any such Change in Control,
tender offer, exchange offer, merger, consolidation, acquisition
or sale or transfer of assets.
4. SHARES AVAILABLE:
----------------
4.1 Subject to the provisions of Sections 4.2 and 4.3
hereof, the aggregate number of shares of Common Stock to be
subject to Options under this Plan shall not exceed 50,000
shares. Such shares shall be made available from the authorized
but unissued shares of Common Stock of the Corporation.
<PAGE>
4.2 Shares subject to an Option, to the extent such shares
are surrendered or withheld to pay the exercise price of the
Option, are no longer available for issuance hereunder. Other
shares subject to Options granted under this Plan, which Options
have been canceled or have expired or are unexercised and no
longer outstanding, shall thereupon become available for issuance
pursuant to other Options granted under the Plan. This
Section 4.2 shall in all cases be interpreted in a manner
consistent with Rule 16b-3, as amended from time to time.
4.3 The Committee may, at any time, make or provide for
such adjustments to the Plan, to the number and class of shares
available thereunder or to any outstanding Options as it shall
deem appropriate to prevent dilution or enlargement of the rights
of Optionees, including adjustments in the event of changes in
the outstanding Common Stock by reason of stock dividends, stock
splits, distributions to shareholders (other than cash
dividends), recapitalizations, mergers, consolidations,
combinations or exchanges of shares, separations,
reorganizations, liquidations and the like. Such adjustments may
include, in the discretion of the Committee, adjustments to the
aggregate number and kind of shares which may be issued pursuant
to Options under this Plan, and the number, kind and price of
shares subject to each Option then outstanding.
5. ELIGIBILITY:
-----------
5.1 Officers and other full-time, salaried employees of the
Corporation and its affiliates shall be eligible to receive
Options under the Plan. No Option, however, may be granted to a
person who, immediately after an Option is granted, owns directly
or indirectly shares of stock possessing more than 5% of the
total combined voting power or value of all classes of stock of
the Corporation at the time outstanding. For purposes of this
paragraph only, an employee shall be deemed to own directly or
indirectly shares of stock which he may purchase under
outstanding Options.
5.2 A director of the Corporation or any of its affiliates
who is not also regular, full-time employee of the Corporation or
its affiliates will not be eligible for Options under the Plan.
5.3 An employee who has been granted an Option otherwise
under the Plan may be granted additional Options, if the
Committee shall so determine.
6. GRANTS:
------
6.1 Subject to the express provisions of this Plan, the
Committee shall have sole authority to determine the individuals
to whom Options shall be granted, the time or times at which
Options shall be granted, the number of shares of Common Stock to
be subject to each Option granted, the period of each Option and
the time or times at or during which an Option may be exercised
in whole or in part, and all such other terms and conditions of
such Options granted as the Committee deems appropriate.
<PAGE>
6.2 Each Option granted to an Optionee under this Plan
shall, if required by the Committee, be evidenced by a written
agreement to be duly executed and delivered by or on behalf of
the Corporation and the Optionee and containing provisions not
inconsistent with the Plan.
7. OPTION PRICE:
------------
The exercise price under each Option shall be established by
the Committee, but in no event shall it be less than 100% of the
Fair Market Value of the Common Stock on the date the Option is
granted.
8. TERM OF OPTIONS:
---------------
The term of each Option shall be fixed by the Committee,
but, subject to the power of the Committee, among other things,
to accelerate or otherwise adjust the terms for exercise of
Options pursuant to Section 3.4 hereof in the event of the
occurrence of any of the events set forth therein, no Option
shall be exercisable later than ten years from the date of grant
of the Option or earlier than six months from the date of grant
of the Option, except as otherwise provided in Section 9.1.
9. EXERCISE OF OPTIONS:
-------------------
9.1 Each Option granted under this Plan shall be
exercisable in such number of shares and, subject to the
provisions of Section 8, at such time or times, including
periodic installments, as may be determined by the Committee at
the time of the grant. The six months from the date of the grant
of the Option restriction pursuant to Section 8 shall not be
applicable to an Optionee in the event that he dies prior to the
expiration of such period. The right to acquire shares pursuant
to Options that are exercisable in installments shall be
cumulative so that when the right to acquire any shares has
accrued such shares or any part thereof may be acquired at any
time thereafter until the expiration or termination of the
Option.
9.2 An Option may be exercised by giving written notice of
exercise to the Corporation specifying the number of shares to be
purchased and by paying in full in cash the exercise price. The
proceeds received by the Corporation in cash will be used for
general corporate purposes.
9.3 If authorized by the Committee, the exercise price may
also be paid by (i) the delivery of shares of Common Stock with a
Fair Market Value equal to the exercise price, or (ii) a
combination of cash and such Common Stock equal to the exercise
price.
9.4 Upon notification of the amount due and prior to, or
concurrently with, the delivery to the Optionee of a certificate
representing any shares purchased pursuant to the exercise of an
Option, the Optionee shall promptly pay to the Corporation any
amount necessary to satisfy applicable federal, state or local
tax requirements.
<PAGE>
9.5 An Optionee shall have none of the rights of a
shareholder with respect to the shares subject to any Option
until such shares have been issued and registered on the
Corporation's transfer books upon exercise thereof.
10. NON-TRANSFERABILITY:
-------------------
No Option granted under this Plan shall be transferable
other than by will or the laws of descent and distribution or
pursuant to a qualified domestic relations order as defined in
the Code, and an Option may be exercised during the lifetime of
the Optionee only by him or by his guardian or legal
representative.
11. TERMINATION OF EMPLOYMENT, RETIREMENT, DEATH OR
-----------------------------------------------
CANCELLATION:
------------
11.1 In the event that the employment of an Optionee is
terminated, for a reason other than retirement or death, no
Option held by such Optionee shall be exercisable later than
three months after such Optionee shall have ceased to be an
employee of the Corporation or one of its affiliates or, if
earlier, later than the expiration date of the Option. The
employment relationship, however, will be treated as continuing
intact while the Optionee is on military or sick leave if the
period of such leave does not exceed ninety days, or, if longer,
so long as the Optionee's right to re-employment is guaranteed
either by statute or by contract.
11.2 In the event that an Optionee shall retire or die while
employed by the Corporation or one of its affiliates, Options
held by such Optionee may be exercised by the Optionee or by the
person designated in the will of the Optionee or by the proper
legal representative of the Optionee within one year following
the Optionee's death or one year following retirement, but in no
event later than the expiration date of the Option.
11.3 Notwithstanding the express term of the grant or the
foregoing provisions of this Section 11, Options shall terminate
upon the termination of the employment of the Optionee if the
Corporation determines that such termination is for deliberate,
willful or gross misconduct, and the Options shall terminate
(whether or not the employment of the Optionee is terminated) if
the Corporation determines that the Optionee has improperly
disclosed confidential information of the Corporation and the
Optionee is so notified.
12. LISTING AND REGISTRATION OF SHARES:
----------------------------------
Each Option shall be subject to the requirement that, if at
any time the Committee shall determine in its discretion that the
listing, registration or qualification of the shares subject to
such Option upon any securities exchange or under any state or
federal law, or the consent or approval of any governmental
regulatory body, is necessary or desirable as a condition of, or
in connection with, the granting of such Option or the issuance
<PAGE>
or purchase of shares thereunder, then such Option shall not be
granted or exercised in whole or in part unless such listing,
registration, qualification, consent or approval shall have been
effected or obtained free of any conditions not acceptable to the
Committee.
13. EFFECTIVE DATE:
--------------
This Plan is subject to approval by the shareholders of the
Corporation. The Plan will become effective on the date so
approved. The Committee may, in its discretion, grant Options
conditioned upon the shareholders' subsequent approval of the
Plan.
14. DURATION AND AMENDMENT:
----------------------
14.1 There is no express limitation upon the duration of
the Plan.
14.2 The Board may terminate or may amend the Plan at any
time, provided, however, that the Board may not, without approval
of the shareholders of the Corporation, (i) increase the maximum
number of shares for which Options may be granted under the Plan,
(ii) permit the granting of Options at less than 100% of Fair
Market Value at time of grant, or (iii) change the class of
employees eligible to receive Options under the Plan. The
transactions under this Plan are intended to comply with
Rule 16b-3 (or its successor), as amended from time to time,
promulgated pursuant to the Exchange Act, and the Corporation
may, but shall not be required to, submit any proposed Plan
amendment to its shareholders for their approval to assure
continued compliance if such proposed amendment would, with
respect to any participant who is an officer, director or 10%
shareholder of the Corporation who is subject to Section 16 of
the Exchange Act ("Control Person"), (i) materially increase the
benefits accruing to participants under the Plan, or
(ii) materially increase the number of securities which may be
issued under the Plan (this shall not affect the prohibition
against increasing the maximum number of shares for which Options
may be granted under the Plan pursuant to the previous paragraph
without shareholder approval), or (iii) materially modify the
requirements as to eligibility for participation in the Plan.
15. MISCELLANEOUS:
-------------
With respect to any participant who is a Control Person,
transactions under this Plan are intended to comply with
Rule 16b-3 (or its successor), as amended from time to time,
promulgated pursuant to the Exchange Act. Therefore, to the
extent any provision of the Plan or action by a person
administering the Plan fails to so comply, it shall be deemed
null and void ab initio to the extent permitted by law and deemed
-- ------
advisable by the Committee.
<PAGE>
As evidence of its adoption of this Plan, the Corporation
has caused this document to be executed on its behalf this 30th
day of October, 1995.
ROANOKE GAS COMPANY
By: /s/Frank A. Farmer, Jr.
------------------------------
Its: President
------------------------
<PAGE>
ROANOKE GAS COMPANY
STOCK BONUS
PLAN
Policy Statement: The purpose of Roanoke Gas Company's Stock
- ----------------
Bonus Plan is to allow the Board of Directors to reward
individual or collective superior performance that has resulted
in enhanced stockholder value or returns, and to encourage
increased ownership of Company stock by officers and management.
Administration: The Roanoke Gas Company Stock Bonus Plan shall
- --------------
be administered by the Board of Directors Compensation Committee.
The Committee shall consider recommendations from the Company
President before making its bonus award proposal to the Board of
Directors. The President shall consider recommendations from the
other officers of the Company when making recommendations to the
Compensation Committee. The Committee bonus award proposals
shall be subject to approval by the Board of Directors.
Timetable: The Compensation Committee shall present its stock
- ---------
bonus award proposal to the Board of Directors at the Boards'
annual meeting in January of each year. The Compensation
Committee may, for exceptional employee performance, recommend
stock bonus awards at times other than and in addition to the
normal January proposal.
Financial Operating Impact: The Committee shall consider the
- --------------------------
potential income statement impact of its stock bonus award
proposals and include a statement on the anticipated impact in
its proposal to the Board of Directors.
Plan Revision: The Stock Bonus Plan of Roanoke Gas Company may
- -------------
be revised, temporarily suspended, or revoked by the Board of
Directors upon recommendation of the Compensation Committee.
Non Discrimination: The Officers, President and Compensation
- ------------------
Committee of Roanoke Gas Company will make their recommendations
and proposals for stock bonus awards without respect to race,
color, age, sex or religious preference. The final decision of
the Board of Directors will likewise be non discriminating.
Eligibility: The Stock Bonus Plan is intended as a reward for
- -----------
superior performance of the officers and managers of the Company.
However, individual non management employees of the Company may
be considered for stock bonus awards when circumstances do not
allow adequate recognition of performance through existing
compensation sources or plans. For example, stock certificates
as perfect attendance recognition may be given to all employees
of the Company.
<PAGE>
Officer Ownership Policy: Officers of the Company are encouraged
- ------------------------
to own a position in the Company's Stock of at least 50 percent
of the value of their annual salary. To promote this policy all
bonuses for officers with stock ownership positions below the 50
percent ownership level should receive no less than 50 percent of
any performance bonuses in the form of Company stock or stock
options unless otherwise approved by the Compensation Committee.
Stock Options: The Compensation Committee and Board of Directors
- -------------
may use stock options in the place of or in conjunction with
stock bonuses once the Company has in place an SEC approved non
qualified stock option plan.
Adoption: This plan was adopted on January 23, 1995 at a meeting
- --------
of the Board of Directors of Roanoke Gas Company held at its
Corporate Offices at 519 Kimball Avenue, N.E., Roanoke, Virginia
24016.
s/ Roger L. Baumgardner
-----------------------------
Corporate Secretary
<PAGE>
<SEGEMENTS> annual_report
</SEGEMENTS>
Accountants' Consent
The Board of Directors
Roanoke Gas Company:
We consent to incorporation by reference in Registration Statement No.
33-69902 on Form S-2, as amended, of Roanoke Gas Company of our
report dated October 20, 1995, relating to the consolidated balance
sheets of Roanoke Gas Company and subsidiaries as of September 30,
1995 and 1994, and the related consolidated statements of earnings,
stockholders' equity and cash flows for each of the years in the
three-year period ended September 30, 1995, which report is
incorporated by reference in the September 30, 1995 Annual Report on
Form 10-K of Roanoke Gas Company. Our report refers to changes in
the methods of accounting for income taxes and postretirement benefits
other than pensions.
KPMG PEAT MARWICK LLP
Roanoke, Virginia
December 21, 1995
<PAGE>
<TABLE> <S> <C>
<ARTICLE> UT
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM ROANOKE GAS
COMPANY'S AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED
SEPTEMBER 30, 1995, AS SET FORTH IN THE COMPANY'S ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1995 AND THE 1995 ANNUAL REPORT TO
STOCKHOLDERS, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> SEP-30-1995
<PERIOD-END> SEP-30-1995
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 38,106,865
<OTHER-PROPERTY-AND-INVEST> 2,039,291
<TOTAL-CURRENT-ASSETS> 10,462,915
<TOTAL-DEFERRED-CHARGES> 0
<OTHER-ASSETS> 1,005,596
<TOTAL-ASSETS> 51,614,667
<COMMON> 7,162,560
<CAPITAL-SURPLUS-PAID-IN> 4,149,584
<RETAINED-EARNINGS> 6,243,028
<TOTAL-COMMON-STOCKHOLDERS-EQ> 17,555,172
0
0
<LONG-TERM-DEBT-NET> 17,504,047
<SHORT-TERM-NOTES> 1,442,000
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 1,179,415
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 13,934,033
<TOT-CAPITALIZATION-AND-LIAB> 51,614,667
<GROSS-OPERATING-REVENUE> 48,611,147
<INCOME-TAX-EXPENSE> 711,437
<OTHER-OPERATING-EXPENSES> 44,377,452
<TOTAL-OPERATING-EXPENSES> 45,088,889
<OPERATING-INCOME-LOSS> 3,522,258
<OTHER-INCOME-NET> 179,649
<INCOME-BEFORE-INTEREST-EXPEN> 3,701,907
<TOTAL-INTEREST-EXPENSE> 1,924,667
<NET-INCOME> 1,777,240
0
<EARNINGS-AVAILABLE-FOR-COMM> 1,777,240
<COMMON-STOCK-DIVIDENDS> 1,416,081
<TOTAL-INTEREST-ON-BONDS> 1,347,599
<CASH-FLOW-OPERATIONS> 8,349,017
<EPS-PRIMARY> 1.26
<EPS-DILUTED> 1.26
</TABLE>
