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SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): March 29, 2005
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RGC RESOURCES, INC.
(Exact name of Registrant as specified in its charter)
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Virginia 000-26591 54-1909697
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
519 Kimball Ave., N.E.
Roanoke, Virginia 24016
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 540-777-4427
(Former name or former address, if changed since last report)
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 240.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On March 29, 2005, RGC Resources, Inc. (the "Company"), entered
into a Modification Number Two to Promissory Note in the original
principal amount of $1,000,000, and its regulated natural gas
subsidiaries, Roanoke Gas Company and Bluefield Gas Company, each
entered into a new Promissory Note in the original principal
amount of $20,000,000 and $5,000,000, respectively, each with
Wachovia Bank, National Association, for the purpose of providing
working capital financing for each company's operations. This
Modification Number Two to Promissory Note and these Promissory
Notes, a copy of each of which is being filed as an exhibit
hereto, amend and replace similar expiring notes and each have an
expiration date of March 31, 2006. The Modification Number Two to
Promissory Note amends the underlying Promissory Note by
extending its expiration by another year. The Promissory Notes
for Roanoke Gas Company and Bluefield Gas Company represents
increased principal amounts over the prior notes. The current
line-of-credit arrangement with Wachovia Bank maintains the
previous variable interest rates based upon 30-day LIBOR and a
five-tier level for borrowing limits to accommodate seasonal
borrowing demands. The five-tier approach minimizes the Company's
borrowing costs by improving the level of utilization on its
line-of-credit arrangement and providing greater credit
availability as borrowing requirements increase.
Total available limits under the new line-of-credit arrangement
are as follows:
Available
Beginning Line of Credit
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Mar 31, 2005 $ 11,000,000
Jul 16, 2005 16,000,000
Sep 16, 2005 25,000,000
Nov 16, 2005 26,000,000
Feb 16, 2005 22,000,000
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
EXHIBIT NO. DESCRIPTION OF DOCUMENT
10.1 Modification Number Two to Promissory Note in the original
principal amount of $1,000,000 by and between RGC Resources, Inc.
and Wachovia Bank, National Association dated March 29,
2005.
10.2 Promissory Note in the original principal amount of $20,000,000
by and between Roanoke Gas Company and Wachovia Bank, National
Association dated March 29, 2005.
10.3 Promissory Note in the original principal amount of $5,000,000 by
and between Bluefield Gas Company and Wachovia Bank, National
Association dated March 29, 2005.
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.
RGC RESOURCES, INC.
By s/Howard T. Lyon
Howard T. Lyon
Vice-President, Treasurer and
Controller
(Principal Financial Officer)
Date: March 31, 2005