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, 1996 Commission file number 0-367
------------------ -----
ROANOKE GAS COMPANY
- ----------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Virginia 54-0359895
- ----------------------------------------- -------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
519 Kimball Ave., N.E., Roanoke, VA 24016
- ----------------------------------------- -------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (540) 983-3800
-------------------------
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
- --------------------------- --------------------------
OTC (Nasdaq
Common Stock, $5 Par Value National Market)
- --------------------------- --------------------------
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 13, 1996. $25,800,589
-----------
<PAGE>
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 13, 1996
- -------------------------- --------------------------------
COMMON STOCK, $5 PAR VALUE 1,484,926 SHARES
- -------------------------- --------------------------------
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the 1996 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 27, 1997 are incorporated by reference into Part III hereof.
<PAGE>
PART I
------
Item 1. Business.
- ------ --------
Historical Development
----------------------
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
--------
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 90.0 percent of the Company's
customers are residential, approximately 9.9 percent are small
commercial users, and the remaining percentage is made up of
large industrial customers, who purchase approximately 24 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 92
percent of the total revenues generated by the Company in fiscal
<PAGE>
1996, and 91 percent and 92 percent of the Company's total
revenues in fiscals 1995 and 1994, 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>
Item 1. Business. (continued)
- ------ --------
Services (continued)
--------
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, 1996, more than
54 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 1996 were 11,169,948 MCF, as compared to
9,961,877 MCF and 10,267,038 MCF in fiscals 1995 and 1994,
respectively. The Company's actual heating degree days in fiscal
1996 were approximately 111 percent of normal, as compared with
approximately 90 percent of normal in fiscal 1995 and
approximately 104 percent of normal in fiscal 1994.
In prior years, 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.
The risks and uncertainties that may affect the operations,
performance, development and results of the Company's business
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 labor costs and availability;
(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) general
economic conditions both locally and nationally. In addition,
the Company's business is seasonal in character and strongly
influenced by weather conditions. Extreme changes in winter
heating degree days from the normal or mean can have significant
short-term impacts on revenues and gross margin. Management of
the Company believes that the Company has the resources to deal
successfully with these and other issues.
Suppliers
---------
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.
<PAGE>
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>
Item 1. Business. (continued)
- ------ --------
Suppliers (continued)
---------
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, L,G&E Natural
Gas and Panenergy Trading Company. The Company has also entered
into six short-term contracts with five natural gas suppliers to
purchase approximately 4,222,000 DTH of natural gas at varying
prices during the period October 1, 1996 through September 30,
1997.
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 2,617,761 DTH of
underground storage capacity for Roanoke and Bluefield. These
reserves were available for summer 1996 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. In addition, the Company
participates in pipeline capacity release programs to further
minimize the cost of firm service to its customers by reselling
pipeline capacity not needed during the warmer months.
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. 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
<PAGE>
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.
Highland has entered into storage and purchase contracts for a
substantial portion of its winter supply of propane. At
September 30, 1996, Highland has two short-term contracts with
propane suppliers for the purchase of 1,040,000 gallons of
propane at varying prices per gallon during the period October 1,
1996 through September 30, 1997. Management believes these
storage and purchase contracts will help control the effects of
wholesale price swings during peak sales months and provide added
supply security.
<PAGE>
Item 1. Business. (continued)
- ------ --------
Suppliers (continued)
---------
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
-----------
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 multi-year periods
and are renewable by the municipalities. Certificates of public
convenience and necessity, which are issued by the Virginia
Commission, are of perpetual duration, subject to compliance with
regulatory standards.
In July 1996, Roanoke Gas and the City of Roanoke signed a new
multi-year franchise agreement. This new agreement, which was
effective January 1, 1996, has a 20-year term. In addition,
Roanoke Gas signed new multi-year franchise agreements with the
City of Salem and the Town of Vinton in July 1996. The new
agreements, which were also effective January 1, 1996, have
20-year terms.
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 when they expire. There can be no assurance,
however, that a given jurisdiction will not refuse to renew a
franchise or will not in connection with the renewal of a
franchise, impose certain restrictions or conditions that could
adversely affect the Company's business operations or financial
condition.
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
<PAGE>
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.
<PAGE>
Item 1. Business. (continued)
- ------ --------
Supervision and Regulation (continued)
--------------------------
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.
Both 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
---------
At September 30, 1996, the Company had 153 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.
- ------ ----------
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.
<PAGE>
Item 2. Properties. (continued)
- ------ ----------
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.
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
<PAGE>
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.
- ------ -----------------
Not applicable.
<PAGE>
Item 4. Submission of Matters to a Vote of Security Holders.
- ------ ---------------------------------------------------
There were no matters submitted to a vote of security holders
during the fourth quarter of the year ended September 30, 1996.
Executive Officers of the Registrant
------------------------------------
Pursuant to General Instruction G(3) of Form 10-K, the following
list is included as an unnumbered Item in Part I of this report
in lieu of being included in the Proxy Statement for the Annual
Meeting of Stockholders to be held on January 27, 1997.
The names, ages and positions of all of the executive officers of
Roanoke Gas as of September 30, 1996 are listed below with their
business experience for the past five years. Officers are
appointed annually by the Board of Directors at the meeting of
directors immediately following the Annual Meeting of
Stockholders. There are no family relationships among these
officers, nor any agreement or understanding between any officer
and any other person pursuant to which the officer was selected.
Previous and present duties and responsibilities:
<TABLE><CAPTION>
Position and Business
Name and Age Experience for Past Five Years
- --------------------------- ---------------------------------------------------------
<S> <C> <C>
Frank A. Farmer, Jr., 64 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, 54 January 1986 to present Vice President,
Secretary and
Treasurer
Arthur L. Pendleton, 45 January 1991 to present Vice President -
Operations
January 1987 to January 1991 Assistant Vice
President and Chief
Engineer
John B. Williamson, III, 42 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
J. David Anderson, 49 January 1986 to present Assistant Secretary
and Assistant
Treasurer
/TABLE
<PAGE>
PART II
-------
Item 5. Market for Registrant's Common Equity and Related Stockholder
- ------ -------------------------------------------------------------
Matters.
-------
The information set forth under the caption "Market Price and
Dividend Information" on page 6 of the 1996 Annual Report to
Stockholders is incorporated herein by reference.
Item 6. Selected Financial Data.
- ------ -----------------------
The information set forth under the caption "Selected Financial
Data" on page 7 of the 1996 Annual Report to Stockholders is
incorporated herein by reference.
Item 7. Management's Discussion and Analysis of Financial Condition and
- ------ ---------------------------------------------------------------
Results of Operations.
---------------------
The information set forth under the captions "Review of
Operations" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations" on pages 4 through
12 of the 1996 Annual Report to Stockholders is incorporated
herein by reference.
Item 8. Financial Statements and Supplementary Data.
- ------ -------------------------------------------
The following consolidated financial statements of the registrant
and the Independent Auditors' Report set forth on pages 13
through 30 of the 1996 Annual Report to Stockholders are
incorporated herein by reference:
1. Independent Auditors' Report
2. Consolidated Balance Sheets as of September 30, 1996 and 1995
3. Consolidated Statements of Earnings for the Years Ended
September 30, 1996, 1995 and 1994
4. Consolidated Statements of Stockholders' Equity for the Years
Ended September 30, 1996, 1995 and 1994
5. Consolidated Statements of Cash Flows for the Years Ended
September 30, 1996, 1995 and 1994
6. Notes to Consolidated Financial Statements as of September 30,
1996 and 1995 and Years Ended September 30, 1996, 1995
and 1994
Item 9. Changes in and Disagreements with Accountants on Accounting and
- ------ ---------------------------------------------------------------
Financial Disclosure.
--------------------
Not applicable.
<PAGE>
PART III
--------
Item 10. Directors and Executive Officers of the Registrant.
- ------- --------------------------------------------------
For information with respect to the executive officers of the
registrant, see "Executive Officers of the Registrant" at the end
of Part I of this report. For information with respect to the
Directors of the registrant, see "Election of Directors" at pages
4 and 5 of the Proxy Statement for the Annual Meeting of
Stockholders to be held January 27, 1997, which information is
incorporated herein by reference. The information with respect
to compliance with Section 16(a) of the Exchange Act, which is
set forth under the caption "Section 16(a) Beneficial Ownership
Reporting Compliance" at page 12 of the Proxy Statement for the
Annual Meeting of Stockholders to be held January 27, 1997, 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 6 through 10 of
the Proxy Statement for the Annual Meeting of Stockholders to be
held January 27, 1997, is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
- ------- --------------------------------------------------------------
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 27, 1997, is
incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions.
- ------- ----------------------------------------------
The information with respect to certain transactions with
management of the registrant, which is set forth under the
caption "Transactions with Management" at page 11 of the Proxy
Statement for the Annual Meeting of Stockholders to be held on
January 27, 1997, is incorporated herein by reference.
PART IV
-------
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
- ------- ---------------------------------------------------------------
(a) List of documents filed as part of this report:
1. Financial statements:
All financial statements of the registrant as set forth
under Item 8 of this Report on Form 10-K.
2. Financial statement schedules:
All schedules are omitted, as the required information
is inapplicable or the information is presented in the
consolidated financial statements or related notes
thereto.
<PAGE>
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
- ------- ---------------------------------------------------------------
(continued)
3. Exhibits to this Form 10-K are as follows:
Exhibit No. Description
---------- -----------
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
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. (continued)
--------
Exhibit No. Description
---------- -----------
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) Resolution of the Council for the Town of
Fincastle, Virginia dated June 8, 1970
(incorporated herein by reference to Exhibit 10(f)
of Registration Statement No. 33-11383, on
Form S-4, filed with the Commission on January 16,
1987)
10(x) Resolution of the Council for the Town of
Troutville, Virginia dated November 4, 1968
(incorporated herein by reference to Exhibit 10(g)
of Registration Statement No. 33-11383, on
Form S-4, filed with the Commission on January 16,
1987)
10(y)* Consulting Agreement between Albert W. Buckley and
Roanoke Gas Company dated February 20, 1992
(incorporated herein by reference to
Exhibit 10(b)(b) of the Annual Report on Form 10-K
for the fiscal year ended September 30, 1992)
10(z)* Consulting Contract between A. Anson Jamison and
Roanoke Gas Company dated March 27, 1990
(incorporated herein by reference to
Exhibit 10(c)(c) of Registration Statement
No. 33-36605, on Form S-2, filed with the
Commission on August 29, 1990, and amended by
Amendment No. 1, filed with the Commission on
September 19, 1990)
10 (a) (a) Contract between Roanoke Gas Company and
Diversified Energy Services, Inc. dated
December 18, 1978 (incorporated herein by
reference to Exhibit 10(e)(e) of Registration
Statement No. 33-36605, on Form S-2, filed with
the Commission on August 29, 1990, and amended by
Amendment No. 1, filed with the Commission on
September 19, 1990)
10 (b) (b) Service Agreement between Bluefield Gas Company
and Commonwealth Public Service Corporation dated
January 1, 1981 (incorporated herein by reference
to Exhibit 10(f)(f) of Registration Statement
No. 33-36605, on Form S-2, filed with the
Commission on August 29, 1990, and amended by
Amendment No. 1, filed with the Commission on
September 19, 1990)
10(c) (c)* Retirement Payment Agreement between Arthur T.
Ellett and Roanoke Gas Company dated April 6, 1972
(incorporated herein by reference to Exhibit
10(g)(g) of Registration Statement No. 33-36605,
on Form S-2, filed with the Commission on
August 29, 1990, and amended by Amendment No. 1,
filed with the Commission on September 19, 1990)
<PAGE>
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
- ------- ---------------------------------------------------------------
(continued)
Exhibit No. Description
---------- -----------
10(d) (d)* Consulting Services Agreement between Edward C.
Dunbar and Roanoke Gas Company dated February 25,
1991 (incorporated herein by reference to Exhibit
10(h)(h) of the Annual Report on Form 10-K for the
fiscal year ended September 30, 1991)
10(e) (e)* Consultation Contract between Gordon C. Willis and
Roanoke Gas Company dated April 29, 1991
(incorporated herein by reference to
Exhibit 10(i)(i) of the Annual Report on Form 10-K
for the fiscal year ended September 30, 1991)
10 (f) (f) Gas Storage Contract under rate schedule FS
(Market Area) Portland between Tennessee Gas
Pipeline Company and Roanoke Gas Company dated
November 1, 1993 (incorporated herein by reference
to Exhibit 10(k)(k) of the Annual Report on Form
10-K for the fiscal year ended September 30, 1994)
10 (g) (g) FTS Service Agreement between Columbia Gas
Transmission Corporation and Bluefield Gas Company
dated November 1, 1993 (incorporated herein by
reference to Exhibit 10(l)(l) of the Annual Report
on Form 10-K for the fiscal year ended
September 30, 1994)
10 (h) (h) ITS Service Agreement between Columbia Gas
Transmission Corporation and Bluefield Gas Company
dated November 1, 1993 (incorporated herein by
reference to Exhibit 10(m)(m) of the Annual Report
on Form 10-K for the fiscal year ended
September 30, 1994)
10 (i) (i) FSS Service Agreement between Columbia Gas
Transmission Corporation and Bluefield Gas Company
dated November 1, 1993 (incorporated herein by
reference to Exhibit 10(n)(n) of the Annual Report
on Form 10-K for the fiscal year ended
September 30, 1994)
10 (j) (j) SST Service Agreement between Columbia Gas
Transmission Corporation and Bluefield Gas Company
dated November 1, 1993 (incorporated herein by
reference to Exhibit 10(o)(o) of the Annual Report
on Form 10-K for the fiscal year ended
September 30, 1994)
<PAGE>
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
- ------- ---------------------------------------------------------------
(continued)
Exhibit No. Description
---------- -----------
10 (k) (k) FTS-1 Service Agreement between Columbia Gulf
Transmission Company and Bluefield Gas Company
dated November 1, 1993 (incorporated herein by
reference to Exhibit 10(p)(p) of the Annual Report
on Form 10-K for the fiscal year ended
September 30, 1994)
10(l) (l)* Roanoke Gas Company Key Employee Stock Option Plan
(incorporated herein by reference to Exhibit
10(q)(q) of the Annual Report on Form 10-K for the
fiscal year ended September 30, 1995)
10(m) (m)* Roanoke Gas Company Stock Bonus Plan (incorporated
herein by reference to Exhibit 10(r)(r) of the
Annual Report on Form 10-K for the fiscal year
ended September 30, 1995)
10 (n) (n) Gas Franchise Agreement between the Town of
Vinton, Virginia, and Roanoke Gas Company dated
July 2, 1996
10 (o) (o) Gas Franchise Agreement between the City of Salem,
Virginia, and Roanoke Gas Company dated July 9,
1996
10 (p) (p) Gas Franchise Agreement between the City of
Roanoke, Virginia, and Roanoke Gas Company dated
July 12, 1996
13 1996 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 Annual 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).
<PAGE>
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
- ------- ---------------------------------------------------------------
(continued)
Exhibit No. Description
---------- -----------
(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 12/19/96
------------------------ --------
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/F. A. Farmer, Jr. 12/17/96 President, Chief Executive Officer and
- -----------------------------------
Frank A. Farmer, Jr. Date Director
/s/John B. Williamson, III 12/17/96 Vice President - Rates and Finance
- ------------------------------------
John B. Williamson, III Date (Principal Financial Officer)
/s/Roger L. Baumgardner 12/17/96 Vice President, Secretary and
- ------------------------------------
Roger L. Baumgardner Date Treasurer (Principal Accounting
Officer)
/s/Lynn D. Avis 12/17/96 Director
- ------------------------------------
Lynn D. Avis Date
/s/Abney S. Boxley, III 12/18/96 Director
- ------------------------------------
Abney S. Boxley, III Date
/s/Frank T. Ellett 12/18/96 Director
- ------------------------------------
Frank T. Ellett Date
/s/Wilbur L. Hazlegrove 12/18/96 Director
- ------------------------------------
Wilbur L. Hazlegrove Date
Director
- ------------------------------------
W. Bolling Izard Date
/s/J. Allen Layman 12/18/96 Director
- ------------------------------------
J. Allen Layman Date
/s/John H. Parrott 12/17/96 Director
- ------------------------------------
John H. Parrott Date
/s/Thomas L. Robertson 12/18/96 Director
- ------------------------------------
Thomas L. Robertson Date
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 29
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
Exhibit 4(c) of the Annual Report on Form 10-K
for the fiscal year ended September 30, 1991)
10 (a) Firm Transportation Agreement between East
Tennessee Natural Gas Company and Roanoke Gas
Company dated November 1, 1993 (incorporated
herein by reference to Exhibit 10(a) of the
Annual Report on Form 10-K for the fiscal year
ended September 30, 1994)
10 (b) Interruptible Transportation Agreement between
East Tennessee Natural Gas Company and Roanoke
Gas Company dated July 1, 1991 (incorporated
herein by reference to Exhibit 10(b) of the
Annual Report on Form 10-K for the fiscal year
ended September 30, 1994)
10 (c) NTS Service Agreement between Columbia Gas
Transmission Corporation and Roanoke Gas
Company dated October 25, 1994 (incorporated
herein by reference to Exhibit 10(c) of the
Annual Report on Form 10-K for the fiscal year
ended September 30, 1994)
10 (d) SIT Service Agreement between Columbia Gas
Transmission Corporation and Roanoke Gas
Company dated November 30, 1993 (incorporated
herein by reference to Exhibit 10(d) of the
Annual Report on Form 10-K for the fiscal year
ended September 30, 1994)
10 (e) FSS Service Agreement between Columbia Gas
Transmission Corporation and Roanoke Gas Company
dated November 1, 1993 (incorporated herein by
reference to Exhibit 10(e) of the Annual Report on
Form 10-K for the fiscal year ended September 30, 1994)
<PAGE>
Exhibit No. Description (continued) Page
- ---------- ----------- ----
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)
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)
<PAGE>
Exhibit No. Description (continued) Page
- ---------- ----------- ----
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) Resolution of the Council for the Town of
Fincastle, Virginia dated June 8, 1970
(incorporated herein by reference to
Exhibit 10(f) of Registration Statement
No. 33-11383, on Form S-4, filed with the
Commission on January 16, 1987)
10 (x) Resolution of the Council for the Town of
Troutville, Virginia dated November 4, 1968
(incorporated herein by reference to
Exhibit 10(g) of Registration Statement
No. 33-11383, on Form S-4, filed with the
Commission on January 16, 1987)
10 (y)* Consulting Agreement between Albert W. Buckley
and Roanoke Gas Company dated February 20, 1992
(incorporated herein by reference to
Exhibit 10(b)(b) of the Annual Report on
Form 10-K for the fiscal year ended
September 30, 1992)
10 (z)* Consulting Contract between A. Anson Jamison
and Roanoke Gas Company dated March 27, 1990
(incorporated herein by reference to
Exhibit 10(c)(c) of Registration Statement
No. 33-36605, on Form S-2, filed with the
Commission on August 29, 1990, and amended by
Amendment No. 1, filed with the Commission on
September 19, 1990)
<PAGE>
Exhibit No. Description (continued) Page
- ---------- ----------- ----
10 (a) (a) Contract between Roanoke Gas Company and
Diversified Energy Services, Inc. dated
December 18, 1978 (incorporated herein by
reference to Exhibit 10(e)(e) of Registration
Statement No. 33-36605, on Form S-2, filed with
the Commission on August 29, 1990, and amended
by Amendment No. 1, filed with the Commission
on September 19, 1990)
10 (b) (b) Service Agreement between Bluefield Gas Company
and Commonwealth Public Service Corporation
dated January 1, 1981 (incorporated herein by
reference to Exhibit 10(f)(f) of Registration
Statement No. 33-36605, on Form S-2, filed with
the Commission on August 29, 1990, and amended
by Amendment No. 1, filed with the Commission
on September 19, 1990)
10 (c) (c)* Retirement Payment Agreement between Arthur T.
Ellett and Roanoke Gas Company dated April 6,
1972 (incorporated herein by reference to
Exhibit 10(g)(g) of Registration Statement
No. 33-36605, on Form S-2, filed with the
Commission on August 29, 1990, and amended by
Amendment No. 1, filed with the Commission on
September 19, 1990)
10 (d) (d)* Consulting Services Agreement between Edward C.
Dunbar and Roanoke Gas Company dated
February 25, 1991 (incorporated herein by
reference to Exhibit 10(h)(h) of the Annual
Report on Form 10-K for the fiscal year ended
September 30, 1991)
10 (e) (e)* Consultation Contract between Gordon C. Willis
and Roanoke Gas Company dated April 29, 1991
(incorporated herein by reference to
Exhibit 10(i)(i) of the Annual Report on
Form 10-K for the fiscal year ended
September 30, 1991)
10 (f) (f) Gas Storage Contract under rate schedule FS
(Market Area) Portland between Tennessee Gas
Pipeline Company and Roanoke Gas Company dated
November 1, 1993 (incorporated herein by
reference to Exhibit 10(k)(k) of the Annual
Report on Form 10-K for the fiscal year ended
September 30, 1994)
10 (g) (g) FTS Service Agreement between Columbia Gas
Transmission Corporation and Bluefield Gas
Company dated November 1, 1993 (incorporated
herein by reference to Exhibit 10(l)(l) of the
Annual Report on Form 10-K for the fiscal year
ended September 30, 1994)
<PAGE>
Exhibit No. Description (continued) Page
- ---------- ----------- ----
10 (h) (h) ITS Service Agreement between Columbia Gas
Transmission Corporation and Bluefield Gas
Company dated November 1, 1993 (incorporated
herein by reference to Exhibit 10(m)(m) of the
Annual Report on Form 10-K for the fiscal year
ended September 30, 1994)
10 (i) (i) FSS Service Agreement between Columbia Gas
Transmission Corporation and Bluefield Gas
Company dated November 1, 1993 (incorporated
herein by reference to Exhibit 10(n)(n) of the
Annual Report on Form 10-K for the fiscal year
ended September 30, 1994)
10 (j) (j) SST Service Agreement between Columbia Gas
Transmission Corporation and Bluefield Gas
Company dated November 1, 1993 (incorporated
herein by reference to Exhibit 10(o)(o) of the
Annual Report on Form 10-K for the fiscal year
ended September 30, 1994)
10 (k) (k) FTS-1 Service Agreement between Columbia Gulf
Transmission Company and Bluefield Gas Company
dated November 1, 1993 (incorporated herein by
reference to Exhibit 10(p)(p) of the Annual
Report on Form 10-K for the fiscal year ended
September 30, 1994)
10 (l) (l)* Roanoke Gas Company Key Employee Stock Option
Plan (incorporated herein by reference to
Exhibit 10(q)(q) of the Annual Report on
Form 10-K for the fiscal year ended
September 30, 1995)
10 (m) (m)* Roanoke Gas Company Stock Bonus Plan
(incorporated herein by reference to
Exhibit 10(r)(r) of the Annual Report on
Form 10-K for the fiscal year ended
September 30, 1995)
10 (n) (n) Gas Franchise Agreement between the Town of
Vinton, Virginia, and Roanoke Gas Company dated
July 2, 1996 41
10 (o) (o) Gas Franchise Agreement between the City of
Salem, Virginia, and Roanoke Gas Company dated
July 9, 1996 46
10 (p) (p) Gas Franchise Agreement between the City of
Roanoke, Virginia, and Roanoke Gas Company
dated July 12, 1996 50
13 1996 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) 55
<PAGE>
Exhibit No. Description (continued) Page
- ---------- ----------- ----
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 92
27 Financial Data Schedule 94
________________
*Management contract or compensatory plan or agreement required to be filed
as an Exhibit to this Form 10-K pursuant to Item 14(c).
<PAGE>
EXHIBIT 3(b)
<PAGE>
BYLAWS
OF
ROANOKE GAS COMPANY
<PAGE>
BYLAWS
OF
ROANOKE GAS COMPANY
ARTICLE I
---------
STOCKHOLDERS
- ------------
Sec. 1. The stockholders of this corporation shall be those who
appear on the books of the corporation as holders of one or more shares of
any class of stock of the corporation.
Sec. 2. The annual meeting of the stockholders shall be held
annually on the fourth Monday in January of each year, if not a legal
holiday, and if a legal holiday, then on the next succeeding day not a legal
holiday, at such place and at such hour as may be provided by the Board of
Directors or in the stated notice of the meeting.
At such annual meetings there shall be an election of the Board of
Directors for the ensuing year and the transaction of any business which may
properly come before the meeting.
If in any year the annual meeting shall not be held at the time
designated herein, a meeting shall be held as soon as practicable after the
time designated for the holding of the annual meeting and upon the same
notice as required for an annual meeting, at which time the Board of
Directors shall be elected and such other business may be transacted as might
have been transacted at the annual meeting.
Notice of meetings of stockholders shall be given to the extent and in
the manner required by the Virginia Stock Corporation Act adopted in 1956, or
as it may be amended from time to time hereafter (said Act being hereinafter
sometimes called "Act"), and notice of either stockholders' meetings or
directors' meetings may be waived to the extent and in the manner provided in
said Act.
Sec. 3. Special meetings of the stockholders may be called by the
President, the Board of Directors, or by holders of not less than one-tenth
of all the shares entitled to vote at the meeting, or otherwise as may be
required by the Certificate of Incorporation.
Sec. 4. Any action required under the law of Virginia to be taken
at a meeting of the stockholders of the corporation, or any action which may
be taken at a meeting of the stockholders, may be taken without a meeting if
a consent in writing setting forth the action so taken shall be signed by all
the stockholders entitled to vote with respect to the subject matter thereof.
Such consent shall have the same force and effect as a unanimous vote
of stockholders and may be stated as such in any article or document filed
with the State Corporation Commission or others.
Sec. 5. For the purpose of determining stockholders entitled to
notice of or to vote at any meeting of stockholders, or any adjournment
thereof, or entitled to receive payment of any dividend, or in order to make
a determination of stockholders for any other proper purpose, the Board of
Directors may provide that the stock transfer books shall be closed for a
stated period, but not to exceed in any case seventy days. In lieu of
<PAGE>
closing the stock transfer books, the Board of Directors may fix in advance a
date as the record date for any such determination of stockholders, such date
in any case to be not more than seventy days prior to the date on which the
particular action requiring such determination of stockholders is to be
taken.
Sec. 6. Unless otherwise provided in the Articles of Incorporation,
a majority of the shares entitled to vote, represented in person or by proxy,
shall constitute a quorum at a meeting of the stockholders. If a quorum is
present, the affirmative vote of a majority of the shares represented at the
meeting and entitled to vote on the subject matter shall be the act of the
stockholders, unless the vote of a greater number or voting by classes is
required under the applicable law of Virginia or the Articles of
Incorporation, and except that in elections of directors those receiving the
greatest numbers of votes shall be deemed elected, even though not receiving
a majority. Less than a quorum may adjourn.
Sec. 7. Each outstanding share, regardless of class, shall be
entitled to one vote on each matter submitted to a vote at a meeting of the
stockholders, except to the extent that the voting rights of the shares of
any class or classes are limited or denied by the Articles of Incorporation
as permitted by the Act, and except as the Articles of Incorporation may
confer on the holders of shares of any particular class or series the right
to more than one vote per share, either generally or on particular matters.
Where the Articles of Incorporation confer the right to more or less than one
vote per share, any requirement in the Act for the affirmative vote of a
specified proportion of the shares shall be deemed to refer to a like
proportion of the votes eligible to be cast.
A stockholder may vote either in person or by proxy executed in writing
by the stockholder or by his duly authorized attorney in fact and shall have
one vote for each share of stock which he is entitled to vote at such
meeting. At each election for directors, every stockholder entitled to vote
at such election shall have the right to vote in person or by proxy the
number of shares owned by him for as many persons as there are directors to
be elected at that time and for whose election he has a right to vote.
Shares of stock of other corporations owned by this corporation may be
voted in person by the President or a Vice President or by proxy executed by
the President or a Vice President; provided, however, the Board of Directors
may by resolution revoke such authority from time to time and thereby
designate some other agent, attorney-in-fact, or proxy to vote such shares.
Sec. 8. All meetings of the stockholders shall be presided over by
the Chairman of the Board of Directors, if such office is filled, or, if
there is no such officer or in the absence or inability to act of the
Chairman of the Board, by the President, or, if the Chairman of the Board, if
any, and the President are absent or unable to act, by the most senior Vice
President present at the meeting, but if none of the foregoing are present
and able to act, a Chairman shall be elected by the meeting. Such meetings
shall be attended by the Secretary of the corporation, who shall act as
Secretary of all such meetings if present. If the Secretary is absent at any
meeting, the Chairman shall appoint a Secretary of the meeting. The
proceedings of all such meetings shall be verified by the signature of the
Secretary of the meeting and approved by the Chairman.
<PAGE>
ARTICLE II
----------
DIRECTORS
- ---------
Sec. 1. The business and affairs of the corporation shall be
managed by the Board of Directors, subject to any requirement of stockholder
action made by the Act or the Articles of Incorporation.
Sec. 2. The Board of Directors shall consist of ten (10) in number.
The number of directors may be increased or decreased from time to time by
amendment to these Bylaws. No decrease in number shall have the effect of
shortening the term of any incumbent director. At or before the first annual
meeting of stockholders, and at each annual meeting thereafter, the
stockholders shall elect directors to hold office until the next succeeding
annual meeting except in case of the classification of directors as permitted
by the Act. Each director shall hold office for the term for which he is
elected and until his successor shall have been elected. The normal
retirement date for directors shall be the date of the Annual Meeting of
Stockholders immediately succeeding the director's 70th birthday.
Sec. 3. Any vacancy occurring in the Board of Directors, including
a vacancy resulting from an increase by not more than two in the number of
directors, may be filled by the affirmative vote of a majority of the
remaining directors, though less than a quorum of the Board of Directors.
Sec. 4. A majority of the number of directors fixed by the Bylaws
shall constitute a quorum for the transaction of business. The act of the
majority of the directors present at a meeting, at which a quorum is present,
shall be the act of the Board of Directors.
Sec. 5. A meeting of the Board of Directors shall be held
immediately after each annual meeting of the stockholders without other
notice than is given by these Bylaws, at which meeting there shall be elected
at least a President, a Treasurer and a Secretary, who shall hold such
offices until the first meeting of the Board following the next annual
meeting of the stockholders and until their successors are elected and
qualify, unless sooner removed by the Board of Directors.
The Board shall also annually (or from time to time as may be deemed
desirable) elect one or more Vice Presidents and any other officers, agents
or factors or fill any vacancy as it may deem necessary, who shall hold
office until others are elected and qualify in their stead, subject to
removal by the Board at any time with or without cause.
The same person may hold one or more offices, except that the same
person may not serve as both President and Secretary.
Sec. 6. Meetings of the Board of Directors, regular or special, may
be held at such times and places as it may designate.
A special meeting may be called at any time by the President or by any
three elected directors.
Regular meetings of the Board of Directors may be held with or without
notice. Notice of special meetings of the Board of Directors shall be mailed
or telegraphed to each director at least three days prior to the date of the
meeting, or notice may be waived in writing before, at or subsequent to any
<PAGE>
such meeting, and the presence of any director at a meeting shall be deemed a
waiver of notice of such meeting. Neither the business to be transacted at
nor the purpose of any regular or special meeting of the Board of Directors
need be specified in the notice or waiver of notice of such meeting.
Members of the Board of Directors and all committees designated by said
Board of Directors may participate in meetings of such Board or committees by
means of a conference telephone or similar communications equipment whereby
all persons participating in the meeting can hear each other, and
participation by such means shall constitute presence in person at such
meeting. When such a meeting is conducted by means of a conference telephone
or similar communications equipment, a written record shall be made of the
action taken at such meeting.
Sec. 7. The Board of Directors may, by resolution adopted by a
majority of the number of directors fixed by these Bylaws, designate two or
more directors to constitute an Executive Committee, which shall have and may
exercise all of the authority of the Board of Directors, except to approve an
amendment to the Articles of Incorporation or a plan of merger or
consolidation.
Other committees with limited authority may be designated by a
resolution adopted by a majority of the directors present at a meeting at
which a quorum is present.
Sec. 8. The Board of Directors may appoint a Transfer Agent or a
Transfer Agent and Registrar of Transfer and may require all certificates for
each applicable class of stock to be authenticated by the Transfer Agent or
by the Transfer Agent and Registrar, as the case may be, or as the Board may
otherwise direct.
Sec. 9. At a meeting at any time called expressly for that purpose,
any director may be removed, with or without cause, by a vote at an election
of directors of the class or classes by which such directors were elected.
Sec. 10. Unless otherwise provided by the Articles of Incorporation
of this corporation, any action required by the laws of Virginia to be taken
at a meeting of the directors, or any action which may be taken at a meeting
of the directors or of a committee, may be taken without a meeting if a
consent in writing, setting forth the action, shall be signed either before
or after such action by all of the directors, or all of the members of the
committee, as the case may be. Such consent shall have the same force and
effect as a unanimous vote.
ARTICLE III
-----------
OFFICERS - DUTIES AND POWERS
- ----------------------------
Sec. 1. The President shall be elected by and from the Board of
Directors, shall preside at all meetings of the Board of Directors, unless
there shall be a Chairman of the Board and such officer shall be present, in
which event such Chairman shall so preside. In the absence of the Chairman
of the Board of Directors, if any, the President and all Vice Presidents, a
Chairman of the meeting shall be elected by the meeting.
<PAGE>
The President shall ex officio be a member of all committees, shall
sign all certificates of stock and conveyances of real estate and other
instruments in writing by law requiring the President's signature, and
perform such other duties as may be required of him from time to time by the
directors, and shall have the authority, powers and duties that are usually
given such officer.
Sec. 2. In the case of the absence of the President or of his
inability to act, his duties shall be performed by any Vice President (in the
event of more than one Vice President, the senior Vice President present and
able to act shall be entitled to do so), who, in that event, shall execute
any of the above powers of the President.
Sec. 3. The Secretary or Secretary-Treasurer shall attend all
meetings of the stockholders and directors and Executive Committee of the
corporation and keep a full and accurate account of their proceedings in a
book to be kept for that purpose.
He shall, unless and until the Board of Directors appoints another
person or corporation the Transfer Agent as hereinabove provided, act as the
Transfer Agent of the corporation and maintain the stock books and addresses
of the stockholders of the corporation. He shall be the custodian of the
corporate seal of the corporation and shall fix and attest the seal, as
authorized by the Board of Directors or the Bylaws of this corporation, to
all certificates of stock and such other instruments requiring the seal. He
shall also keep such other books, deeds, contracts and other valuable papers
belonging to the corporation and perform such other duties as may be required
of him by the President, the Board of Directors, or the Executive Committee.
Sec. 4. The Treasurer or Secretary-Treasurer shall have the custody
of all monies and securities of the corporation and shall deposit the same in
the name and to the credit of the corporation in such depositories as may be
designated by the Board of Directors. He shall keep a full and accurate
account of the receipts and disbursements of the corporation in books
belonging to the corporation, and shall disburse the funds of the corporation
by check or other warrant to be signed as prescribed by resolution of the
Board of Directors. All books and papers in his care shall be always open to
the inspection of the President or any director, as well as of any person
whom the President or Board of Directors may appoint to examine such books
and papers. He shall render such reports to the President or Board of
Directors as may be required of him and shall perform such other duties as
may be incident to his office or as may be required of him by the Board of
Directors.
He may be required by the directors at any time to give bond as the
directors may designate.
Sec. 5. Any person elected by the Board of Directors as an
assistant to an officer, for example, an Assistant Secretary, shall, unless
otherwise restricted by the Board of Directors and in all cases subordinate
to the officer himself, have and exercise all of the rights, duties,
functions and powers of such officer.
Sec. 6. In the event of the absence of any officer of the
corporation or his disqualification or inability to act where provision
therefore is not expressly made by these Bylaws, the President may by written
order, or the Board of Directors may by resolution, delegate the powers of
such officer to any other officer or employee of the corporation.
<PAGE>
Sec. 7. Any officer or agent may be removed, with or without cause,
at any time whenever the Board of Directors in its absolute discretion shall
consider that the best interests of the corporation would be served thereby.
Any officer or agent appointed otherwise than by the Board of Directors may
be removed, with or without cause, at any time either by the Board of
Directors or by any officer having authority to appoint whenever the Board of
Directors of such appointing officer in its or his absolute discretion shall
consider that the best interests of the corporation will be served thereby.
ARTICLE IV
----------
INDEMNIFICATION OF OFFICERS AND DIRECTORS
- -----------------------------------------
Sec. 1. The corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative, arbitrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees) , judgements, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and
in the manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgement, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not of itself create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe that his conduct was
unlawful.
Sec. 2. The corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgement in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred
by him in connection with defense or settlement of such action or suit if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim. Issue or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the corporation unless and only
to the extent that the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which such court shall deem proper.
<PAGE>
Sec. 3. To the extent that a director, officer, employee or agent
of this corporation has been successful on the merits or otherwise in defense
of any action, suit or proceeding referred to in Sections 1 and 2, or in
defense of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred
by him in connection therewith.
Sec. 4. Any indemnification under Sections 1 and 2 (unless ordered
by a court) shall be made by the corporation only as authorized in the
specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met
the applicable standard of conduct set forth in Sections 1 and 2. Such
determination shall be made (a) by the Board of Directors by a majority vote
of a quorum consisting of directors who were not parties to such action, suit
or proceeding, or (b) if such a quorum is not obtainable, or, even if
obtainable, a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (c) by the shareholders.
Sec. 5. Expenses (including attorneys' fees) incurred in defending
an action, suit or proceeding, whether civil, criminal, administrative,
arbitrative or investigative, may be paid by the corporation in advance of
the final disposition of such action, suit or proceeding as authorized in the
manner provided in Section 4 upon receipt of an undertaking by or on behalf
of the director, officer, employee or agent to repay such amount unless it
shall ultimately be determined that he is entitled to be indemnified by the
corporation as authorized in this article.
Sec. 6. The corporation shall have power to make any other or
further indemnity, including criminal proceedings, to any person referred to
in this section that may be authorized by the Articles of Incorporation or by
any Bylaw made by the stockholders or any resolution adopted, before or after
the event, by the stockholders, except an indemnity against his gross
negligence or willful misconduct. Each such indemnity may continue as to a
person who has ceased to have the capacity referred to above and may inure to
the benefit of the heirs, executors and administrators of such a person.
Sec. 7. The corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity, or arising out
of his status as such, whether or not the corporation would have the power to
indemnify him against such liability under the provisions of this article.
Sec. 8. For the purposes of this article, references to
"corporation" include all constituent corporations absorbed in a
consolidation or merger, as well as the resulting or surviving corporation,
so that any person who is or was a director, officer, employee or agent of
such a constituent corporation or is or was serving at the request of such
constituent corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise shall
stand in the same position under the provisions of this article with respect
to the resulting or surviving corporation as he would if he had served the
resulting or surviving corporation in the same capacity.
<PAGE>
ARTICLE V
---------
SEAL
- ----
Sec. 1. The seal of this corporation shall be as the impression
made below:
[SEAL APPEARS HERE]
ARTICLE VI
----------
CHECKS, DRAFTS, NOTES, ETC.
- --------------------------
Sec. 1. All checks, drafts, notes and orders for the payment of
money issued by the corporation shall be signed by such person or persons as
the Board of Directors may from time to time designate, and any endorsement
of such paper in the ordinary course of business shall be similarly made.
ARTICLE VII
-----------
NOTICE
- ------
Sec. 1. Any notice mailed by the corporation to any director or
stockholder shall be sufficient service of such notice when deposited in the
United States mail, addressed to such stockholder or director at the address
furnished by such stockholder or director to the corporation or its Transfer
Agent, in the event an outside Transfer Agent has been appointed, with
postage thereon prepaid.
ARTICLE VIII
------------
STOCK, NOTES, BONDS AND DEBENTURES
- ----------------------------------
Sec. 1. The shares of the corporation shall be evidenced by
certificates of each class of stock issued in numerical order, signed by the
President or a Vice President and the Secretary or an Assistant Secretary or
the Treasurer or an Assistant Treasurer, or any other officer authorized by
these Bylaws or a resolution of the Board of Directors, and may (but need
not) be sealed with the seal of the corporation or a facsimile thereof. The
signatures of the officers upon a certificate may be facsimiles if the
certificate is countersigned by a Transfer Agent or registered by a Registrar
other than the corporation itself or an employee of the corporation.
Sec. 2. On any bond, note or debenture issued by the corporation
which is countersigned or otherwise authenticated by the signature of a
trustee, the signatures of the officers of the corporation and its seal may
be facsimiles.
<PAGE>
Sec. 3. In case any officer who has signed or whose facsimile
signature has been placed upon a stock certificate or a bond, note or
debenture shall have ceased to be such officer before such certificate or
other such document is issued, it may be issued by the corporation with the
same effect as if he were such officer at the date of its issue.
Sec. 4. Transfers of stock shall be made only upon the books of the
corporation (whether maintained by the corporation or by a Transfer Agent, in
the event one is appointed) and only by the person named in the certificate
or by attorney lawfully constituted in writing and, subject to the provisions
of Section 6 hereof, only upon surrender of the certificate therefore. The
Board of Directors may by resolution make reasonable regulations for the
transfer of stock.
Sec. 5. Registered stockholders only shall be entitled to be
treated by the corporation as the holders in fact of the stock standing in
their respective names, and the corporation shall not be bound to recognize
any equitable or other claim to or interest in any shares on the part of any
other person whether or not it shall have express or other notice thereof,
except as expressly provided by the laws of Virginia.
Sec. 6. In case of loss or destruction of any certificate of stock,
another may be issued in its place upon proof of such loss or destruction,
and upon the giving of a satisfactory bond of indemnity to the corporation in
such sum as the directors may provide, not exceeding double the value of the
stock.
ARTICLE IX
----------
BOOKS AND RECORDS
- -----------------
Sec. 1. The Board of Directors shall determine from time to time
whether, and, if allowed, when and under what conditions and regulations, the
accounts and books of the corporation (except such as may by statute be
specifically open to inspection), or any of them, shall be open to the
inspection of the stockholders, and the stockholders' rights in this respect
are and shall be restricted and limited accordingly.
<PAGE>
ARTICLE X
---------
AMENDMENT OF BYLAWS
- -------------------
Sec. 1. These Bylaws may be altered, amended or repealed and new
Bylaws may be adopted by the Board of Directors; but Bylaws made or adopted
by the Board of Directors may be repealed or changed and new Bylaws made by
the stockholders, and the stockholders may prescribe that any Bylaw made by
them shall not be altered, amended or repealed by the directors.
Effective: Oct. 1, 1979
Amended: Feb. 28, 1983 - Article 2, Section 2
Amended: Oct. 22, 1984 - Article 2, Section 2
Amended: Jun. 23, 1986 - Article 2, Section 2
Amended: Oct. 31, 1990 - Article 1, Section 5
Amended: Nov. 25, 1996 - Article 2, Section 2
<PAGE>
EXHIBIT 10(n)(n)
<PAGE>
GAS FRANCHISE AGREEMENT
This AGREEMENT made and entered into this 2nd day of July, 1996, by and
between the TOWN OF VINTON, VIRGINIA, a Virginia municipal corporation
("Grantor"), and ROANOKE GAS COMPANY ("Grantee").
WHEREAS, Grantor has reviewed the proposal for a Gas Franchise of
Grantee; and
WHEREAS, Grantor, at a duly authorized and regular meeting of its City
Council, did vote to grant a renewal of the Gas Franchise to Grantee pursuant
to provisions of the State Code and Town Charter.
Now, THEREFORE, in consideration of said grant of renewal of the Gas
Franchise, the parties agree as follows:
1. GRANT. Grantor hereby grants to Grantee and Grantee hereby
-----
accepts a Franchise to construct, reconstruct, operate, maintain, repair and
extend a Gas Distribution System within Grantor's Territorial Limits in
accordance with the terms and conditions set forth below. The Franchise is
granted pursuant to Grantor's Franchise Ordinance (Ordinance No. 651),
---
adopted July 2, 1996, ("Ordinance"), which is incorporated by reference
------
herein, including any applicable definitions.
2. TERM. The term of the Franchise shall be twenty (20) years,
----
commencing on the date set out in Section 7 of this Franchise.
3. FRANCHISE FEE.
-------------
(a) Grantee shall pay to Grantor a Franchise Fee which shall be
determined as follows: It is understood that Grantee has or will enter into
Franchise agreements with the City of Roanoke ("Roanoke") and the City of
Salem ("Salem") (Grantor, Roanoke and Salem being hereinafter sometimes
collectively referred to as the "localities") with fee provisions identical
to this one, and that the total annual Franchise Fee to be paid to the three
localities in aggregate is $56,000 for calendar year 1996 ("base year total
annual Franchise Fee"). Grantor's Franchise Fee shall be a percentage share
of the base year total annual Franchise Fee, which shall be determined on a
pro rata basis according to its percentage share of the total dollar value of
Grantee's gas sales occurring within the localities during the calendar year.
For each calendar year of the Franchise, each locality's percentage share
shall be determined by the following formula:
Total dollar value of Grantee's gas sales
within the Territorial Limits of the
Locality's percentage share = locality
--------------------------------------------
total dollar value of Grantee's gas sales in
the three localities
For calendar year 1996, the Franchise Fee shall be paid to Grantor on or
before March 31, 1997.
<PAGE>
(b) For each succeeding calendar year during the term of this
Franchise, the total annual Franchise Fee paid by Grantee to the localities
shall be the base year total annual Franchise Fee increased by three (3)
percent compounded annually over the term of the Franchise. For each
calendar year during the term of this Franchise, Grantor's percentage share
shall be determined pursuant to this Section, and paid to Grantor on or
before March 31 of the succeeding calendar year.
4. BUSINESS OFFICE.
---------------
Grantee shall during the term of this Franchise maintain at least one
business office within the Territorial Limits of Grantor. Such office shall
be open at least forty (40) hours per week for the conduct of business
between Grantee and its customers.
5. NON-DISCRIMINATION. Grantee shall not discriminate on the basis
------------------
of race, religion, color, sex or national origin in its employment practices,
contracting or provision of service.
6. NOTICE. All notices required under this Franchise Agreement or
------
the Franchise Ordinance shall be in writing and shall be deemed given, unless
otherwise required, when mailed by first class mail, postage prepaid, to the
addresses set forth below:
Grantor: Grantee:
------- -------
Town of Vinton Roanoke Gas Company
P. O. Box 338 519 Kimball Avenue, N.E.
311 S. Pollard Street P. O. Box 13007
Vinton, Virginia 24179 Roanoke, Virginia 24030
ATTENTION: City Manager ATTENTION: President
The parties may by notice given under this Section designate such other
addresses as they may deem appropriate for the receipt of notices under this
Franchise Agreement. If, by reason of suspension of or irregularity in
regular mail service, it is impracticable to mail notice of any event when
notice is required to be given, then any manner of giving notice which is
satisfactory to the intended recipient will be deemed to be sufficient
7. EFFECTIVE DATE. The effective date of the Franchise shall be
--------------
January 1, 1996.
Witness the following signatures:
TOWN OF VINTON, VIRGINIA
By: s/Charles R. Hill
------------------------------
Charles R. Hill, Mayor
<PAGE>
ATTEST:
s/Carolyn S. Ross
- -------------------------------------
Carolyn S. Ross, Town Clerk
ACCEPTED this 30th day of July, 1996.
---- ----
ROANOKE GAS COMPANY
By: s/Frank A. Farmer, Jr.
---------------------------
Frank A. Farmer, Jr.,
President
ATTEST:
s/Roger L. Baumgardner
- ------------------------------
Secretary
<PAGE>
EXHIBIT 10(o)(o)
<PAGE>
GAS FRANCHISE AGREEMENT
THIS AGREEMENT made and entered into this 9th day of July, 1996, by and
between the CITY OF SALEM, VIRGINIA, a Virginia Corporation ("Grantor"), and
ROANOKE GAS COMPANY ("Grantee").
WHEREAS, Grantor has reviewed the Proposal for a Gas Franchise of
Grantee; and
WHEREAS, Grantor, at a duly authorized and regular meeting of its City
Council, did vote to grant a renewal of the Gas Franchise to Grantee pursuant
to provisions of the State Code and City Charter.
NOW, THEREFORE, in consideration of said grant of renewal of the Gas
Franchise, the parties agree as follows:
1. GRANT. Grantor hereby grants to Grantee and Grantee hereby
-----
accepts a Franchise to construct, reconstruct, operate, maintain, repair, and
extend a Gas Distribution System within Grantor's Territorial Limits in
accordance with the terms and conditions set forth below. The Franchise is
granted pursuant to Grantor's Franchise Ordinance adopted July 8, 1996,
("Ordinance"), which is incorporated by reference herein, including any
applicable definitions.
2. TERM. The term of the Franchise shall be twenty (20) years,
----
commencing on the date set out in Section 7 of this Franchise.
3. FRANCHISE FEE.
-------------
(a) Grantee shall pay to Grantor a Franchise Fee which shall be
calculated pursuant to this Section. It is understood that Grantee has or
will enter into Franchise agreements with the City of Roanoke ("Roanoke") and
the Town of Vinton ("Vinton") (Grantor, Roanoke and Vinton being hereinafter
sometimes collectively referred to as the "localities") with fee provisions
identical to this one, and that the total annual Franchise Fee to be paid to
the three localities in aggregate is $56,000 for calendar year 1996 ("base
year total annual Franchise Fee"). Grantor's Franchise Fee shall be a
percentage share of the base year total annual Franchise Fee, which shall be
determined on a pro rata basis according to its percentage share of the total
dollar value of Grantee's gas sales occurring within the localities during
the calendar year. For each calendar year of Franchise, each locality's
percentage share shall be determined by the following formula:
Total dollar value of Grantee's gas sales
within the Territorial Limits of the
Locality's percentage share = locality
--------------------------------------------
total dollar value of Grantee's gas sales in
the three localities
For calendar year 1996, the Franchise Fee shall be paid to Grantor on or
before March 31, 1997.
<PAGE>
(b) For each succeeding calendar year during the term of this
Franchise, the total annual Franchise Fee paid by Grantee to the localities
shall be the base year total annual Franchise Fee increased by three (3)
percent compounded annually over the term of the Franchise. For each
calendar year during the term of this Franchise, Grantor's percentage share
shall be determined pursuant to this Section, and paid to Grantor on or
before March 31 of the succeeding calendar year.
4. BUSINESS OFFICE. Grantee shall during the term of this Franchise
---------------
maintain at least one business office within the Territorial Limits of
Grantor. Such office shall be open at least forty (40) hours per week for
the conduct of business between Grantee and its customers.
5. NON-DISCRIMINATION. Grantee shall not discriminate on the basis
------------------
of race, religion, color, sex, or national origin in its employment
practices, contracting or provision of service.
6. NOTICE. All notices required under this Franchise Agreement or
------
the Franchise Ordinance shall be in writing and shall be deemed given, unless
otherwise required, when mailed by first class mail, postage prepaid, to the
addresses set forth below:
Grantor: Grantee:
------- -------
City of Salem Roanoke Gas Company
City Manager's Office 519 Kimball Avenue, N.E.
P.O. Box 869 P.O. Box 13007
Salem, VA 24153-0869 Roanoke, VA 24030
Attention: City Manager Attention: President
The parties may by notice given under this Section designate such other
addresses as they may deem appropriate for the receipt of notice under this
Franchise Agreement. If, by reason of suspension of or irregularity in
regular mail service, it is impracticable to mail notice of any event when
notice is required to be given, then any manner of giving notice which is
satisfactory to the intended recipient shall be deemed to be sufficient.
7. EFFECTIVE DATE. The effective date of the Franchise shall be
--------------
January 1, 1996.
WITNESS the following signatures:
ATTEST: CITY OF SALEM, VIRGINIA
By s/Joyce C. Bailey By s/Carl E. Tarpley, Jr.
------------------------------------- --------------------------------
Joyce C. Bailey, Deputy Clerk of Council Carl E. Tarpley, Jr., Mayor
ACCEPTED this 30th day of July, 1996.
---- ----
<PAGE>
ATTEST: ROANOKE GAS COMPANY
By s/Roger L. Baumgardner By s/ Frank A. Farmer, Jr.
------------------------------ -----------------------------
Secretary Frank A. Farmer, Jr., President
<PAGE>
EXHIBIT 10(p)(p)
<PAGE>
GAS FRANCHISE AGREEMENT
This AGREEMENT made and entered into this 12th day of July, 1996, by
and between the CITY OF ROANOKE, VIRGINIA, a Virginia municipal corporation
("Grantor"), and ROANOKE GAS COMPANY ("Grantee").
WHEREAS, Grantor has reviewed the Proposal for a Gas Franchise of
Grantee; and
WHEREAS, Grantor, at a duly authorized and regular meeting of its City
Council, did vote to grant a renewal of the Gas Franchise to Grantee pursuant
to provisions of the State Code and City Charter.
NOW, THEREFORE, in consideration of said grant of renewal of the Gas
Franchise, the parties agree as follows:
1. GRANT. Grantor hereby grants to Grantee and Grantee hereby
-----
accepts a Franchise to construct, reconstruct, operate, maintain, repair and
extend a Gas Distribution System within Grantor's Territorial Limits in
accordance with the terms and conditions set forth below. The Franchise is
granted pursuant to Grantor's Franchise Ordinance (Ordinance No. 33008 -
---------
070196), adopted July 1, 1996, ("Ordinance"), which is incorporated by
- ------ ------
reference herein, including any applicable definitions.
2. TERM. The term of the Franchise shall be twenty (20) years,
----
commencing on the date set out in Section 7 of this Franchise.
3. FRANCHISE FEE.
-------------
(a) Grantee shall pay to Grantor a Franchise Fee which shall be
calculated pursuant to this Section. It is understood that Grantee has or
will enter into Franchise agreements with the City of Salem ("Salem") and the
Town of Vinton ("Vinton") (Grantor, Salem, and Vinton being hereinafter
sometimes collectively referred to as the "localities") with fee provisions
identical to this one, and that the total annual Franchise Fee to be paid to
the three localities in aggregate is $56,000 for calendar year 1996 ("base
year total annual Franchise Fee"). Grantor's Franchise Fee shall be a
percentage share of the base year total annual Franchise Fee, which shall be
determined on a pro rata basis according to its percentage share of the total
dollar value of Grantee's gas sales occurring within the localities during
the calendar year. For each calendar year of the Franchise, each locality's
percentage share shall be determined by the following formula:
total dollar value of Grantee's gas sales
Locality's percentage share =within the Territorial Limits of the locality
---------------------------------------------
total dollar value of Grantee's gas sales in
the three localities
For calendar year 1996, the Franchise Fee shall be paid to Grantor on or
before March 31, 1997.
<PAGE>
(b) For each succeeding calendar year during the term of this
Franchise, the total annual Franchise Fee paid by Grantee to the localities
shall be the base year total annual Franchise Fee increased by three (3)
percent compounded annually over the term of the Franchise. For each
calendar year during the term of this Franchise, Grantor's percentage share
shall be determined pursuant to this Section, and paid to Grantor on or
before March 31 of the succeeding calendar year.
4. BUSINESS OFFICE.
---------------
Grantee shall during the term of this Franchise maintain at least one
business office within the Territorial Limits of Grantor. Such office shall
be open at least forty (40) hours per week for the conduct of business
between Grantee and its customers.
5. NON-DISCRIMINATION. Grantee shall not discriminate on the basis
------------------
of race, religion, color, sex or national origin in its employment practices,
contracting or provision of service.
6. NOTICE. All notices required under this Franchise Agreement or
------
the Franchise Ordinance shall be in writing and shall be deemed given, unless
otherwise required, when mailed by first class mail, postage prepaid, to the
addresses set forth below:
Grantor: Grantee:
------- -------
City of Roanoke Roanoke Gas Company
364 Municipal Building 519 Kimball Avenue, N.E.
215 Church Avenue, S. W. P. O. Box 13007
Roanoke, Virginia 24011 Roanoke, Virginia 24030
Attention: City Manager Attention: President
The parties may by notice given under this Section designate such other
addresses as they may deem appropriate for the receipt of notices under this
Franchise Agreement. If, by reason of suspension of or irregularity in
regular mail service, it is impracticable to mail notice of any event when
notice is required to be given, then any manner of giving notice which is
satisfactory to the intended recipient will be deemed to be sufficient.
7. EFFECTIVE DATE. The effective date of the Franchise shall be
--------------
January 1, 1996.
WITNESS the following signatures:
ATTEST: CITY OF ROANOKE, VIRGINIA
s/Mary F. Parker By s/David A. Bowers
- --------------------------------- --------------------------------
Mary F. Parker, City Clerk David A. Bowers, Mayor
<PAGE>
ACCEPTED this 30th day of July, 1996.
---- ----
ATTEST: ROANOKE GAS COMPANY
s/Roger L. Baumgardner By s/Frank A. Farmer, Jr.
- ------------------------------------- ---------------------------------
___________________________ Secretary Frank A. Farmer, Jr., President
APPROVED AS TO FORM:
s/Wilburn C. Dibling, Jr.
- -------------------------------------
City Attorney
<PAGE>
<SEGEMENTS> annual_report
</SEGEMENTS>
EXHIBIT 23
<PAGE>
Accountants' Consent
The Board of Directors
Roanoke Gas Company:
We consent to incorporation by reference in Registration Statements
No. 33-69902 on Form S-2, as amended, and No. 333-02455 on Form S-8 of
Roanoke Gas Company of our report dated October 18, 1996, except as to note
4, which is as of November 11, 1996, relating to the consolidated balance
sheets of Roanoke Gas Company and subsidiaries as of September 30, 1996 and
1995, 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, 1996, which report is incorporated by reference in the
September 30, 1996 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 19, 1996
<PAGE>
<TABLE> <S> <C>
<ARTICLE> UT
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM ROANOKE GAS
COMPANY'S ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED SEPTEMBER 30, 1996, AS
SET FORTH IN THE COMPANY'S ANNUAL REPORT ON FORM 10-K, AS IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-END> SEP-30-1996
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 40,910,506
<OTHER-PROPERTY-AND-INVEST> 2,333,225
<TOTAL-CURRENT-ASSETS> 14,832,708
<TOTAL-DEFERRED-CHARGES> 0
<OTHER-ASSETS> 844,660
<TOTAL-ASSETS> 58,921,099
<COMMON> 7,379,215
<CAPITAL-SURPLUS-PAID-IN> 4,647,163
<RETAINED-EARNINGS> 6,948,623
<TOTAL-COMMON-STOCKHOLDERS-EQ> 18,975,001
0
0
<LONG-TERM-DEBT-NET> 20,222,124
<SHORT-TERM-NOTES> 6,652,500
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 669,423
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 12,402,051
<TOT-CAPITALIZATION-AND-LIAB> 58,921,099
<GROSS-OPERATING-REVENUE> 65,770,873
<INCOME-TAX-EXPENSE> 963,895
<OTHER-OPERATING-EXPENSES> 60,771,674
<TOTAL-OPERATING-EXPENSES> 61,735,569
<OPERATING-INCOME-LOSS> 4,035,304
<OTHER-INCOME-NET> 77,740
<INCOME-BEFORE-INTEREST-EXPEN> 4,113,044
<TOTAL-INTEREST-EXPENSE> 1,916,372
<NET-INCOME> 2,196,672
0
<EARNINGS-AVAILABLE-FOR-COMM> 2,196,672
<COMMON-STOCK-DIVIDENDS> 1,491,077
<TOTAL-INTEREST-ON-BONDS> 1,252,134
<CASH-FLOW-OPERATIONS> (625,680)
<EPS-PRIMARY> 1.51
<EPS-DILUTED> 1.51
</TABLE>
