SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
____________
Date of Report (Date of Earliest Event Reported): December 19, 1997
ROANOKE GAS COMPANY
(Exact name of Registrant as specified in its charter)
Virginia 0-367 54-0359895
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
519 Kimball Avenue, N.E.
Roanoke, Virginia 24016
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (540) 983-3800
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(Former name or former address, if changed since last report)
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Item 4. Changes in Registrant's Certifying Accountant.
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At its meeting on July 28, 1997, the Board of Directors of Roanoke Gas
Company (the "Company"), upon recommendation of the Audit Committee,
appointed Deloitte & Touche LLP as independent accountants to audit the
financial statements of the Company and its subsidiaries for the years ending
September 30, 1998, 1999 and 2000. KPMG Peat Marwick LLP ("KPMG") previously
had served as the Company's certifying accountants since 1990. The Board of
Directors solicited competitive bids from accountants interested in serving
as the Company's auditor. From the bids received, the Audit Committee
recommended Deloitte & Touche LLP to the Board of Directors.
KPMG's auditors' report on the Company's financial statements for the
past two fiscal years ended September 30, 1997 contained no adverse opinion
or a disclaimer of opinion, nor were they qualified or modified as to
uncertainty, audit scope, or accounting principles. During the Company's two
most recent fiscal years and the subsequent interim period through December
19, 1997, there were no disagreements with KPMG on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure which, if not resolved to the satisfaction of KPMG, would have
caused it to make a reference to the subject matter of the disagreement in
connection with its auditors' report.
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Item 7. Financial Statements, Proforma Financial Information and Exhibits
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(c) Exhibit 99 - Letter of KPMG Peat Marwick LLP.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ROANOKE GAS COMPANY
By /s Roger L. Baumgardner
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Roger L. Baumgardner
Vice President, Secretary and Treasurer
Date: December 19, 1997
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Exhibit 99
[KPMG Peat Marwick LLP Letterhead]
KPMG PEAT MARWICK LLP
10 S. Jefferson Street, Suite 1710 Telephone 540 982 0505 Fax 540 983 8877
Roanoke, VA 24011-1331
December 19, 1997
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for Roanoke Gas Company and,
under the date of October 17, 1997, we reported on the consolidated financial
statements of Roanoke Gas Company and subsidiaries as of September 30, 1997
and 1996 and for each of the years in the three-year period ended September
30, 1997. On July 30, 1997, we were informed that our appointment as
principal accountants would be terminated upon the completion of the September
30, 1997 audit. We have read Roanoke Gas Company's statements included under
Item 4 of its Form 8-K dated December 19, 1997, and we agree with such
statements, except that we are not in a position to agree or disagree with
Roanoke Gas Company's statements that the change was recommended by the audit
committee of the board of directors and approved by the board of directors or
their reason for changing principal accountants.
Very truly yours,
s/KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
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