SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
____________
Date of Report (Date of Earliest Event Reported): April 9, 1996
ROANOKE GAS COMPANY
(Exact name of Registrant as specified in its charter)
Virginia 0-367 54-0359895
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
519 Kimball Avenue, N.E.
Roanoke, Virginia 24016
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (540) 983-3800
---------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Events.
- ------ ------------
Description of Roanoke Gas Company Common Stock.
Roanoke Gas Company (the "Company") has 3,000,000 shares of Common
Stock, $5 par value, authorized, of which 1,455,176 whole shares were
outstanding on March 21, 1996. A 100% share dividend on the Company's Common
Stock was paid on July 1, 1994 to holders of record on June 15, 1994. The
100% share dividend was accounted for as a stock split, effected in the form
of a dividend, and did not provide any capitalization of retained earnings.
Retroactive effect was given in the Company's consolidated financial
statements to such transaction and in all share data.
Common Stock is the Company's only class of stock. Holders of Company
Common Stock are (i) entitled to one vote for each share held of record on
matters submitted to a vote of shareholders, (ii) share ratably in all
dividends lawfully declared by the directors and paid by the Company,
(iii) share ratably in all assets of the Company available for distribution
to shareholders upon liquidation, dissolution, or winding up of the Company's
affairs, (iv) do not have redemption, subscription or conversion rights, and
(v) do not have preemptive rights. Shareholders do not have cumulative
voting rights, which means that the holders of more than 50% of the
outstanding shares of the Common Stock voting as a group for the election of
directors can elect all of the Company's directors and, except for certain
major corporate actions, such as mergers, dissolution, or sale of
substantially all of the Company's assets other than in the ordinary course
of business and matters relating to the fundamental rights of shareholders
set forth above, can control the general business of the Company. First
Union National Bank of North Carolina acts as transfer agent for the
Company's Common Stock.
The Virginia Stock Corporation Act (the "Virginia Act") includes two
anti-takeover statutes, the Affiliated Transactions Statute and the Control
Share Acquisitions Statute. These statutes are available to the Company only
if the Company at the time of the transaction has 300 or more shareholders of
record, as described below. As of January 19, 1996, the Company had 1,704
shareholders of record.
The Affiliated Transactions Statute restricts certain transactions
("affiliated transactions") between a Virginia corporation having more than
300 shareholders of record and a beneficial owner of more than 10% of any
class of voting stock (an "interested shareholder"). An affiliated
transaction is defined in the Virginia Act as any of the following
transactions with or proposed by an interested shareholder: a merger; a share
exchange; certain dispositions of assets or guaranties of indebtedness other
than in the ordinary course of business; certain significant securities
issuances; dissolution of the corporation; or reclassification of the
corporation's securities. Under the statute, an affiliated transaction
generally requires the approval of a majority of disinterested directors and
two-thirds of the voting shares of the corporation other than shares owned by
an interested shareholder during a three-year period commencing as of the
date the interested shareholder crosses the 10% threshold. This special
voting provision does not apply if a majority of disinterested directors
approved the acquisition of the more than 10% interest in advance. After the
expiration of the three-year moratorium, an interested shareholder may engage
in an affiliated transaction only if it is approved by a majority of
disinterested directors or by two-thirds of the outstanding shares held by
<PAGE>
disinterested shareholders, or if the transaction complies with certain fair
price provisions. This special voting rule is in addition to, and not in
lieu of, other voting provisions contained in the Virginia Act and the
Company's Articles of Incorporation.
The Control Share Acquisitions Statute provides that, with respect to
Virginia corporations having 300 or more shareholders of record, shares
acquired in a transaction that would cause the acquiring person's aggregate
share ownership to meet or exceed any of three thresholds (20%, 33-1/3% or
50%) have no voting rights unless such rights are granted by a majority vote
of the shares not owned by the acquiring person or any officer or employee-
director of the corporation. The statute sets out a procedure whereby the
acquiring person may call a special shareholder's meeting for the purpose of
considering whether voting rights should be conferred. Acquisitions pursuant
to a merger or share exchange to which the corporation is a party and
acquisitions pursuant to a tender or exchange offer arising out of an
agreement to which the corporation is a party are exempt from the statute.
Application of the control share acquisition statute is automatic unless a
corporation "opts out" of its coverage by expressly providing in its articles
of incorporation or bylaws that the statute does not apply to acquisitions of
shares of such corporation. The Company has not "opted out" of the statute.
The Company furnishes to its shareholders annual reports containing
audited financial statements and quarterly reports containing unaudited
financial information.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ROANOKE GAS COMPANY
By /s Frank A. Farmer, Jr.
-------------------------------------
Frank A. Farmer, Jr.
President and Chief Executive Officer
Date: April 9, 1996
<PAGE>
