[Federal Register Volume 64, Number 28 (Thursday, February 11, 1999)]
[Notices]
[Pages 6928-6929]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 99-3404]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-26974]


Filings Under the Public Utility Holding Company Act of 1935, as 
Amended (``Act'')

February 5, 1999.
    Notice is hereby given that the following filing(s) has/have been 
made with the Commission pursuant to provisions of the Act and rules 
promulgated under the Act. All interested persons are referred to the 
applications(s) and/or declaration(s) for complete statements of the 
proposed transaction(s) summarized below. The application(s) and/or 
declaration(s) and any amendments is/are available for public 
inspection through the Commission's Office of Public Reference.
    Interested persons wishing to comment or request a hearing on the 
application(s) and/or declaration(s) should submit their views in 
writing by March 1, 1999, to the Secretary, Securities and Exchange 
Commission, Washington, D.C. 20549, and serve a copy on the relevant 
applicant(s) and/or declarants(s) at the address(es) specified below. 
Proof of service (by affidavit or, in case of an attorney at law, by 
certificate) should be filed with the request. Any request for hearing 
should identify specifically the issues of fact or law that are 
disputed. A person who so requests will be notified of any hearing, if 
ordered, and will receive a copy of any notice or order issued in the 
matter. After March 1, 1999, the application(s) and/or declaration(s), 
as filed or as amended, may be granted and/or permitted to become 
effective.

Roanoke Gas Company, et al. (70-9391)

    Roanoke Gas Company (``Roanoke Gas''), an exempt Virginia gas 
public utility holding company,\1\ and its wholly owned nonutility 
subsidiary

[[Page 6929]]

company, RGC Resources, Inc. (``Resources'') (together, 
``Applicants''), both located at 519 Kimball Avenue, N.E., Roanoke, 
Virginia 24016, have filed an application under sections 9(a)(2) and 10 
of the Act.
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    \1\ Roanoke Gas claims exemption from regulation under section 
3(a) in accordance with rule 2 under the Act.
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    Roanoke Gas, itself a gas public utility company, is engaged in the 
retail distribution and sale of natural gas serving approximately 
53,625 customers in the State of Virginia. It has one direct utility 
subsidiary, Bluefield Gas Company (``Bluefield''), which provides 
natural gas service to approximately 4,100 customers located in and 
around Bluefield, West Virginia. Bluefield has one gas utility 
subsidiary, Commonwealth Public Service Corporation (``Commonwealth''), 
which serves approximately 925 customers in and around Bluefield, 
Virginia.\2\
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    \2\ Bluefield claims exemption from regulation under section 
3(a) in accordance with rule 2 under the Act.
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    Resources proposes to acquire all of the outstanding shares of 
common stock of Roanoke Gas, Bluefield and Commonwealth. Following the 
consummation of the proposed transactions, Resources states that it 
will file under rule 2 of the Act for an exemption under section 
3(a)(1) of the Act from regulation under all of the Act's provisions, 
except section 9(a)(2).
    Under an agreement and plan of merger and reorganization to be 
entered into between Roanoke Gas and Resources (``Plan''), Roanoke Gas 
would become a subsidiary of Resources by merging with an acquisition 
subsidiary of Resources (``Acquisition'') and converting Acquisition's 
common stock into Roanoke Gas common stock. The outstanding shares of 
Roanoke Gas common stock would then be converted, on a share-for-share 
basis, into the right to receive shares of Resources common stock, 
$5.00 par value, on the effective date of the merger. Bluefield would 
transfer all of the common stock of Commonwealth to Roanoke Gas in the 
form of a noncash dividend. Commonwealth then will be merged into 
Roanoke Gas. Finally, Roanoke Gas would transfer all of the common 
stock of Bluefield to Resources in the form of a noncash dividend.
    In addition to its utility subsidiaries, Roanoke Gas also owns 
Diversified Energy Company (``Diversified''), a nonutility subsidiary 
company that distributes propane gas and related products and markets 
natural gas to large industrial customers. Under the Plan, Roanoke Gas 
would transfer all of the common stock of Diversified to Resources in 
the form of a noncash dividend. After the merger and reorganization are 
consummated, Resources will directly own Roanoke Gas, Bluefield and 
Diversified.
    The Plan requires the approval of the Roanoke Gas shareholders at 
the annual meeting of shareholders on February 8, 1999. In addition, 
the plan is subject to the approval of the Virginia State Corporation 
Commission and the Public Service Commission of West Virginia.
    Applicants assert that once the Plan is implemented, Resources will 
be a public utility holding company entitled to an exemption under 
section 3(a)(1) of the Act, because Roanoke Gas will be predominantly 
intrastate in character and will carry on its business substantially in 
the state of Virginia. The Applicants claim that Roanoke Gas will be 
the only utility subsidiary from which Resources derives a material 
part of its income. In this regard, the Applicants state that for the 
annual period ended September 30, 1998 Bluefield provided 8.4% of 
Roanoke Gas' operating revenues and 4.3% of its net income.

    For the Commission by the Division of Investment Management, 
under delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 99-3404 Filed 2-10-99; 8:45 am]
BILLING CODE 8010-01-M