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
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Date of Report (Date of Earliest Event Reported): March 31, 1999
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) 777-4427
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
See the following press release, dated March 31, 1999, announcing
shareholder approval of corporate reorganization.
NEWS RELEASE
For Immediate Release
March 31, 1999
Contact: John B. Williamson, III
President and CEO
(540) 777-3810
SHAREHOLDERS APPROVE CORPORATE REORGANIZATION
At Roanoke Gas Company's Annual Meeting today shareholders approved, by
more than 73% of the outstanding shares, proceeding with a corporate
restructuring to provide for the creation of a holding company, RGC Resources,
Inc. with provisions for Roanoke Gas Company to become a subsidiary of the new
holding company. John Williamson, CEO, stated that "I am pleased with the
Shareholders vote of confidence in the Company's future and the corporate
restructuring plan to position us to deal with the challenges and opportunities
of deregulation and diversification."
The restructuring will require final Securities and Exchange Commission's
approval prior to implementation. Prior approval has been granted by the
Virginia State Corporation Commission and the Public Service Commission of West
Virginia, which regulate the Company's natural gas distribution operations in
Virginia and West Virginia.
After the reorganization is completed shares of Roanoke Gas Company will
be exchanged for shares of the new holding company, RGC Resources, Inc. Subject
to prior approval, the shares will continue to be traded on the Nasdaq National
Market under the symbol RGCO.
In other action, Shareholders reelected three members of the Board of
Directors to three year terms expiring in 2002 as follows: Lynn D. Avis,
Chairman of Avis Construction Company; J. Allen Layman, President and CEO of R &
B Communications, Inc.; and Thomas L. Robertson, President and CEO of Carilion
Health System and Carilion Medical Center.
Roanoke Gas Company has approximately 70,000 customers through its natural
gas distribution companies that serve the Roanoke Valley and Bluefield areas,
and Highland Propane Company, which serves the Roanoke Valley, Southwestern
Virginia and Southern West Virginia. The Company's stock is listed on the Nasdaq
National Market, trading symbol RGCO.
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<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/John B. Williamson, III
John B. Williamson, III
President and CEO
Date: April 6, 1999
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