<PAGE>
UNITED STATES
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)
December 6, 1999
VIRGINIA GAS COMPANY
(Exact name of registrant as specified in its charter)
Delaware 000-21523 87-0443823
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation) Identification Number)
200 East Main Street 24210
Abingdon, Virginia (Zip Code)
(Address of principal executive offices)
(540) 676-2380
(Registrant's telephone number, including area code)
<PAGE>
Item 5. Other Events
On December 6, 1999, Virginia Gas Company (the Company) received a proposal from
the officers of the Company, including, but not limited to, the Chief Executive
Officer, the Chief Operating Officer and the Chief Financial Officer (the
"Management Group"), for the acquisition of the Company. Under the proposal,
stockholders of the Company, other than the members of the Management Group,
would receive for each share of common stock, at their option, either (i) $4.00
in cash or (ii) a subordinated note in the amount of $6.00. The Management
Group's proposal is subject to a number of conditions, including receipt of
satisfactory financing for the acquisition. Regulatory approvals would also be
required.
The Company's Board of Directors has appointed a special committee comprised of
directors, who are not members of the Management Group, to consider the proposal
and other alternatives for the Company. The special committee is being advised
by CIBC World Markets Corp. in connection with this matter.
<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
VIRGINIA GAS COMPANY
------------------------
(Registrant)
Date: December 21, 1999 By: /s/ William L. Clear
-------------------------
William L. Clear
Vice President and Chief
Financial Officer
