SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
____________
Date of Report (Date of Earliest Event Reported): July 28, 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
- ----------------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
Item 4. Changes in Registrant's Certifying Accountant.
- ------ ---------------------------------------------
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 current
engagement will terminate after completion of the 1997 audit.
KPMG's auditors' report on the Company's financial statements for the
past two fiscal years ended September 30, 1996 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 July 28,
1997, preceeding the change in accountants, 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.
<PAGE>
Item 7. Financial Statements, ProForma Financial Information and Exhibits
- ------ -----------------------------------------------------------------
(c) Exhibit 99 - Letter of KPMG Peat Marwick LLP.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ROANOKE GAS COMPANY
By /s Frank A. Farmer, Jr.
-------------------------------------
Frank A. Farmer, Jr.
President and Chief Executive Officer
Date: July 28, 1997
<PAGE>
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
July 31, 1997
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We are principal accountants for Roanoke Gas Company and, under the date of
October 18, 1996, except as to note 4, which is as of November 11, 1996, we
reported on the consolidated financial statements of Roanoke Gas Company and
subsidiaries as of September 30, 1996 and 1995 and for each of the years in
the three-year period ended September 30, 1996. On July 30, 1997, we were
informed that our appointment as principal accountants will 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 July 28,
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 reasons for changing principal
accountants.
Very truly yours,
s/KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
<PAGE>
