Filed Pursuant to Rule 424(b)(3)
Registration No. 333-106065
PROSPECTUS
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RGC RESOURCES, INC.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
411,776 SHARES OF COMMON STOCK
($5.00 PAR VALUE PER SHARE)
The RGC Resources, Inc. Dividend Reinvestment and Stock Purchase Plan, (the
"Plan") provides you with a simple and convenient means of purchasing shares of
Resources' common stock and reinvesting cash dividends in additional shares of
common stock without the payment of commissions or other charges. All
shareholders of record and all customers of Resources and certain of its
affiliates, who reside in Virginia or West Virginia, are eligible to participate
in the Plan. Family members residing with an eligible customer also may
participate.
You may participate in the following ways:
o You may select a percentage of your cash dividends which you would
like to automatically reinvest in shares of common stock;
o You may invest by making optional cash payments of not less than $25
per payment and not more than $40,000 per calendar year; and
o If you are not already a shareholder, you may participate in the Plan
by making an initial investment of at least $100.
Shares of common stock will be purchased directly from Resources, in the
open market, or a combination of the two. The purchase price of the common stock
purchased directly from Resources will be based on the closing price of our
common stock on the Nasdaq Stock Market. The purchase price for common stock
purchased in the open market will be based on the weighted average purchase
price of shares purchased.
Resources' common stock trades on the Nasdaq Stock Market under the symbol
RGCO.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus is July 15, 2003.
TABLE OF CONTENTS
THE COMPANY..................................................................1
DESCRIPTION OF THE PLAN......................................................1
Purpose.............................................................2
Advantages..........................................................2
Administration......................................................3
Participation.......................................................3
Reinvestment of Dividends...........................................5
Optional Cash Payments..............................................5
Purchases...........................................................7
Sale of Plan Shares.................................................9
Costs...............................................................9
Dividends...........................................................10
Reports to Participants.............................................11
Certificates........................................................11
Withdrawal and Termination..........................................12
Federal Tax Consequences............................................12
Other Information...................................................13
RECENT DEVELOPMENTS..........................................................16
MARKET PRICE AND DIVIDEND INFORMATION........................................17
FORWARD-LOOKING STATEMENTS...................................................18
USE OF PROCEEDS..............................................................18
DESCRIPTION OF COMPANY CAPITAL STOCK.........................................19
Authorized Capital .................................................19
Shareholder Protection Statutes.....................................20
LEGAL OPINION................................................................21
EXPERTS......................................................................21
INFORMATION PROVIDED TO SHAREHOLDERS AND ELIGIBLE CUSTOMERS..................21
WHERE YOU CAN FIND MORE INFORMATION..........................................21
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE..............................22
You should rely only on the information incorporated by reference or provided in
this prospectus. Resources has not authorized anyone else to provide you with
different information. You should not assume that the information in this
prospectus is accurate as of any date other than the date on the front page of
this prospectus.
THE COMPANY
RGC Resources, Inc. is a holding company organized under the laws of the
Commonwealth of Virginia, and is primarily engaged in natural gas service and
propane sales through the following subsidiaries:
ROANOKE GAS COMPANY -- a public service corporation organized under the
laws of the Commonwealth of Virginia in 1912. Roanoke Gas provides natural gas
service to approximately 55,000 customers in Roanoke, Virginia and surrounding
areas of southwest Virginia. Roanoke Gas' utility operations are subject to
regulation by the Virginia State Corporation Commission as to its rates, charges
and certain other business activities, including mergers, acquisitions and the
issuance of securities;
BLUEFIELD GAS COMPANY -- a West Virginia public service corporation,
provides natural gas to approximately 4,200 customers located in and around
Bluefield, West Virginia. Bluefield Gas' utility operations are subject to
regulation by the West Virginia Public Service Commission; and
DIVERSIFIED ENERGY COMPANY (D/B/A HIGHLAND PROPANE COMPANY AND HIGHLAND
ENERGY) -- a Virginia corporation engaged in the bulk distribution of propane in
southern West Virginia and southwestern Virginia, sells propane to approximately
18,900 customers and maintains a natural gas marketing business.
Our principal executive offices are maintained at 519 Kimball Avenue, N.E.,
Roanoke, Virginia 24016, telephone number (540) 777-4427.
DESCRIPTION OF THE PLAN
Resources' Board of Directors adopted the Plan effective after the close of
business on July 1, 1999, as an amendment to and complete restatement of the
former Roanoke Gas Company Dividend Reinvestment and Stock Purchase Plan.
Effective as of April 28, 2003, the Board of Directors amended the Plan to
increase the number of shares available for issuance under the Plan; to reflect
the addition of anti-dilution provisions in the event of a stock split or stock
dividend; to increase the amount of optional cash contributions that a
participant can make to the Plan on an annual basis to $40,000; to permit
participants to sell shares of common stock held in their plan account through
the Plan and to be charged a brokerage fee for any such sales; to provide for a
participant to be charged a fee in the event the participant does not provide
the Agent with sufficient funds for purchases; to eliminate the requirement that
the Company give Participants and the Agent 30 days advance notice of the
effective date of any amendment of the Plan, and to clarify certain existing
provisions of the Plan. This prospectus updates and replaces in its entirety the
prospectus dated July 9, 1999 to reflect these amendments. Please retain this
prospectus for future reference. After giving effect to prior purchases and the
reservation and registration of additional shares, 411,776 shares are
available under the Plan as of the date of this prospectus.
If you are a shareholder, and you do not presently participate in the Plan,
you may do so by completing an Authorization Card and returning it to the Agent.
If you are not a shareholder, but you are an eligible customer, you may
participate in the Plan by completing an Authorization Card and making an
initial investment of $100. If you are a shareholder and you presently
participate in the Plan and wish to continue such participation, you do not need
to take any action. If you are not currently participating in the Plan, you are
not required to take any action, and will continue to receive cash dividends, if
and when declared, as usual.
The following is a description, in question and answer format, of the
provisions of the Plan.
PURPOSE
1. WHAT IS THE PURPOSE OF THE PLAN?
The purpose of the Plan is to provide our shareholders of record
and our customers, including customers of our affiliates, who are
residents of either Virginia or West Virginia with a simple,
convenient and economical means of purchasing shares of our common
stock and reinvesting cash dividends in additional shares of common
stock. To the extent that shares of common stock are issued directly
by Resources, Resources will receive additional funds for its general
corporate purposes. (See "Use of Proceeds").
ADVANTAGES
2. WHAT ARE THE ADVANTAGES OF PARTICIPATION IN THE PLAN?
Participants in the Plan can:
o Reinvest a specified percentage (from 0% to 100%, in
multiples of 5%) of cash dividends paid on all shares of
common stock registered in your name automatically in shares
of common stock.
o Invest additional cash, within specified limits, in shares
of common stock. Purchases may, at your option, be made
monthly through automatic deductions from your bank account.
o If they are not already a shareholder but are (i) a customer
of Resources or one of its affiliates, and (ii) a resident
of Virginia or West Virginia, make their initial purchase of
Resources common stock by enrolling in the Plan and
investing a minimum of $100.
o Avoid brokerage commissions or service charges in connection
with purchases under the Plan.
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o Invest the full amount of all regular cash dividends and
cash contributions (whether in the form of optional cash or
initial investments) because the Plan permits fractions of
shares to be credited to your account.
o Deposit with the Agent shares of common stock held in your
name. This relieves you of the responsibility for the
safekeeping of certificates representing your shares.
o Avoid cumbersome record-keeping through the Plan's reporting
services.
ADMINISTRATION
3. WHO ADMINISTERS THE PLAN?
Wachovia Bank, National Association is the Agent for the Plan. In
this capacity it administers the Plan for participants, keeps records,
sends statements of account to participants and performs other duties
relating to the Plan. Shares purchased through the Plan will be
registered in the name of the Agent or its nominee as agent for
participants in the Plan.
The Agent's mailing address is as follows:
Wachovia Bank, National Association
Shareholder Services Group
Attention: Dividend Reinvestment
1525 West WT Harris Blvd.
3C3-NC1153
Charlotte, NC 28288-1153
The Agent may at any time resign by giving 90 days written notice
to Resources or be removed by Resources upon 90 days written notice by
Resources to the Agent. If a vacancy occurs in the office of the
Agent, Resources must appoint a successor Agent, which may be
Resources. Questions regarding the Plan can be directed either to
Resources at 540.777-3853 or the Agent at 800.829-8432.
PARTICIPATION
4. WHO IS ELIGIBLE TO PARTICIPATE?
You may participate in the plan if:
o You are a holder of record of shares of our common stock;
o You are a customer of Resources or the following affiliates
of Resources: Roanoke Gas Company, Bluefield Gas Company,
and Diversified Energy
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Company; you are a resident of Virginia or West Virginia;
and you have either a Virginia or West Virginia mailing
address; or
o You are a member of a customer's family residing with the
customer.
If you cease to be an eligible customer, you may continue to
participate in the Plan as long as at least one whole share of common
stock is registered in your name or held through the Plan.
If your shares of common stock are registered in names other than
yours (E.G., in the names of brokers, nominees, etc.), you must become
a holder of record by having the shares transferred into your name.
5. HOW CAN I PARTICIPATE IN THE PLAN?
If you are a shareholder or an eligible customer, you may
participate in the Plan by completing an Authorization Card and
returning it to the Agent. If the common stock is registered in more
than one name (I.E., joint tenants, trustees, etc.), all registered
holders must sign an Authorization Card.
If you are an eligible customer, and you are not already a
shareholder, you must include an initial investment of a minimum of
$100 with your completed Authorization Card and you must acknowledge
on the Authorization Card that you are a Virginia or West Virginia
resident. You will also be asked to complete and deliver to the Agent
an IRS Form W-9 certifying your taxpayer identification number.
You will become a participant in the Plan within 30 days after
the Agent receives your properly completed Authorization Card. The
date you become a participant is the effective date of the
Authorization Card.
If you wish the reinvestment of dividends under the Plan to begin
as of a given Investment Date, your Authorization Card must be
received by the Agent no later than the record date immediately
preceding the Investment Date. (See Question 13 for the timing of
purchases). If your Authorization Card is received after the record
date, reinvestment of dividends under the Plan will not begin until
the Investment Date following the next record date.
Optional cash payments and initial investments received with or
after receipt of your initial Authorization Card but prior to becoming
effective will be invested on the first Investment Date coinciding
with or immediately following the date the Authorization Card is
effective. However, if payment is received less than five business
days before the Investment Date, it will be held until the next
Investment Date. (See Questions 8 and 9). No interest will be paid on
and no refunds will be made of any payments awaiting investment.
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An Authorization Card may be obtained at any time by contacting
the Agent. (See Question 3 for the Agent's address).
IF YOU ARE ALREADY ENROLLED AND PARTICIPATING IN THE PLAN, YOU DO
NOT NEED TAKE ANY FURTHER ACTION AT THIS TIME.
6. WHAT DOES THE AUTHORIZATION CARD PROVIDE?
The Authorization Card authorizes the Agent to do the following:
DIVIDEND REINVESTMENT - Automatically reinvest in additional
shares of common stock the designated percentage (0% to 100% in
multiples of 5%) of cash dividends received on all shares of common
stock registered in your name. (See Questions 7 and 11). All dividends
received on shares of common stock held in your account under the Plan
will be automatically reinvested. (See Questions 18 and 19).
MINIMUM INITIAL INVESTMENT - If you are an eligible customer who
is not already a shareholder, upon receipt of an initial investment
payment of a minimum of $100, purchase common stock for your account
on the first Investment Date coinciding with or following the date the
Authorization Card becomes effective. (See Question 5).
OPTIONAL CASH PAYMENTS - Upon receipt of optional cash payments
of at least $25 per payment, up to a maximum (including any initial
investment payment) of $40,000 per calendar year, purchase common
stock for your account on the next appropriate Investment Date. (See
Questions 8, 9, and 10).
SAFEKEEPING OF SHARES - Hold any shares you deliver to the Agent
in safekeeping pursuant to the terms of the Plan. (See Question 26).
REINVESTMENT OF DIVIDENDS
7. HOW CAN I CHANGE THE PERCENTAGE OF CASH DIVIDENDS ON SHARES
REGISTERED IN MY NAME TO BE REINVESTED?
If you wish to change the percentage of cash dividends on shares
registered in your name to be reinvested under the Plan, you may do so
by submitting a revised Authorization Card to the Agent. The revised
Authorization Card will be effective within 30 days after it is
received by the Agent.
OPTIONAL CASH PAYMENTS
8. WHO IS ELIGIBLE TO MAKE OPTIONAL CASH PAYMENTS?
You are eligible to make optional cash payments at any time if
you are a shareholder, or if you are an eligible customer, after your
initial investment. The amounts of optional cash payments may vary as
long as they are at least $25 per payment
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and your total purchases (including any initial investment) for the
calendar year do not exceed $40,000.
All checks or money orders for optional cash payments must be
made payable to the Agent. Optional cash payments must be mailed to
the Agent, accompanied by a correctly completed Authorization Card.
Authorization Cards may be obtained at any time by contacting the
Agent.
9. WHEN SHOULD OPTIONAL CASH PAYMENTS BE MADE?
Optional cash payments can be made at any time; however, you are
encouraged to make equal monthly payments to the Plan. (See Question
10 regarding automatic monthly purchases). You may make the first
optional cash payment when enrolling by including a check or money
order payable to the Agent with your Authorization Card.
All optional cash payments must be received by the Agent at least
five business days before the Investment Date (see Question 13) in
order to be used to purchase common stock for your account on that
Investment Date. Payments received less than five business days before
an Investment Date will be held until the next Investment Date. No
interest will be paid on and no refunds will be made of any cash
payments awaiting investment. (See Question 5 regarding investment of
optional cash payments and initial investments received prior to the
date the Authorization Card is effective). All dividends received on
shares of common stock purchased with optional cash payments and held
in your account under the Plan will be reinvested in additional shares
of common stock. (See Questions 18 and 19).
10. CAN I MAKE AUTOMATIC OPTIONAL CASH PAYMENTS THROUGH AUTOMATIC
DEDUCTIONS FROM MY BANK ACCOUNT?
Yes. You may make automatic monthly optional cash payments of a
specified amount (not less than $25 per payment, nor more than $40,000
in total payments per calendar year) by electronic fund transfer from
a pre-designated United States bank account. To initiate automatic
monthly deductions, you must complete and sign an Automatic Monthly
Deduction Form and return it to the Agent, together with a voided
blank check for the account from which the funds are to be drawn.
Automatic Monthly Deduction Forms are available from the Agent. These
forms will be processed and will become effective as promptly as
practicable.
Once automatic monthly deductions commence, funds will be drawn
from your designated bank account on the sixth business day prior to
the end of each calendar month and will be invested on the next
Investment Date. You may change or terminate automatic monthly
deductions by completing and submitting to the Agent a new Automatic
Monthly Deduction Form. To be effective with respect to a particular
Investment Date, the new Automatic Monthly Deduction Form must be
received by the Agent no later than twenty business days prior to the
end of the calendar month preceding the Investment Date.
6
PURCHASES
11. HOW CAN I PURCHASE COMMON STOCK UNDER THE PLAN?
You may purchase common stock through:
o Automatic reinvestment of the percentage, as you designate,
of dividends received on all shares of common stock
registered in your name (less any withholding taxes). Your
designation of the percentage of dividends to be reinvested
may range from 0% to 100%, but must be in multiples of 5%.
(See Question 7 for information on how to change the
percentage of dividends to be reinvested). You may elect
reinvestment of 0% of the dividends received on shares of
common stock registered in your name for purposes of making
initial or optional cash payments. The percentage of cash
dividends not designated for reinvestment, if any, will be
sent directly to you. Regardless of the percentage of
dividends designated for reinvestment, with respect to
shares registered in your name, 100% of the dividends
received on Resources common stock held in your account
under the Plan will be reinvested. (See Questions 18 and
19);
o Optional cash payments of not less than $25 per payment nor
more than $40,000 per calendar year (including any initial
investment). (See Questions 8, 9, and 10 for certain
information regarding optional cash payments);
o If you are not already a shareholder of Resources, but you
are an eligible customer, you may participate in the Plan by
making an initial investment of a minimum of $100. (See
Question 5).
All shares purchased for your account will be held in your
account under the Plan in the name of the Agent or its nominee (see
Question 3), and all dividends received on those shares will be
reinvested in additional shares of common stock (see Questions 18 and
19). You may request a stock certificate for shares held in your Plan
account as described in Question 21.
12. HOW MANY SHARES OF COMMON STOCK WILL BE PURCHASED FOR ME AND WHAT IS
THE SOURCE OF SHARES PURCHASED THROUGH THE PLAN?
The number of shares purchased for you will depend on the amount
of your reinvested dividends, optional cash payments and/or initial
investment, and the purchase price of the common stock. Your account
will be credited with the number of shares, including fractions
computed to three decimal places, equal to:
o The total amount of dividends invested on an Investment Date
(less any applicable withholding taxes) divided by the
purchase price per share; PLUS
7
o The amounts of optional cash payments or initial investment
invested on your behalf on an Investment Date, divided by
the purchase price per share.
At Resources' option, purchases will be made directly from
Resources, in the open market, or a combination of the two. Pursuant
to the terms of the Plan, Resources can change its determination
regarding the source of the shares only once every three months.
13. WHEN WILL PURCHASES BE MADE?
Purchases will be made once each calendar month on the first
business day of the month if cash has been timely received for your
account, whether through the payment of dividends to be automatically
reinvested or the receipt of an initial investment or optional cash
payment. This date is referred to as the Investment Date. (See
Questions 5, 9, and 18). Shares purchased in the open market will be
made on or within 30 days after the Investment Date. The Agent may
purchase shares in the open market over several days within this
30-day period.
In those instances where shares are purchased directly from
Resources, you will become the owner of the shares on the Investment
Date. In those instances where shares are purchased, in whole or in
part, in the open market, you will become the owner of the shares on
the last day the Agent purchases the shares in the open market.
Regardless of the method of purchase, the holding period for federal
income tax purposes will commence the day immediately following the
day on which you become the owner of the shares purchased for your
account.
14. WHAT IS THE PRICE OF SHARES OF COMMON STOCK PURCHASED UNDER THE PLAN?
The purchase price for each share of common stock will not be
affected by whether the funds being invested are attributable to
dividends, optional cash payments or initial investments.
The purchase price of shares acquired directly from Resources
will be the closing price of Resources' common stock on the Investment
Date, as reported by the Nasdaq Stock Market. If no report is made as
of the Investment Date, the purchase price will be established based
on the closing price as reported for the nearest day immediately
preceding the Investment Date.
The purchase price of shares acquired in the open market will be
the weighted average purchase price of shares purchased for the
relevant Investment Date.
No common stock will be purchased from or issued by Resources at
less than its par value (I.E., $5 per share). If the market price of
common stock is less than par value on an Investment Date, then all
purchases will be made in the open market.
8
SALE OF PLAN SHARES
15. HOW CAN SHARES OF COMMON STOCK BE SOLD?
You can sell all or part of your shares of common stock held by
the Plan in either of two ways. First, you may request certificates
for your full shares and arrange for the sale of these shares through
a broker-dealer of your choice. (See Question 21).
Alternatively, you may request that the Agent sell for you some
or all of your shares held by the Plan. The Agent will sell your
shares for you through broker-dealers selected by the Agent in its
sole discretion.
If you request that the Agent arrange for the sale of your
shares, you will be charged a handling fee by the Agent and a
commission by the broker-dealer selected by the Agent which will be
deducted from the cash proceeds paid to you. The amount of the
commission will vary depending on the broker- dealer selected and
other factors. The handling fee charged by the Agent is currently
$5.00 per transaction, and is subject to change. Participants should
contact the Agent at the phone number listed in response to Question 3
to verify the Agent's handling fee before requesting a sale of shares
through the Plan.
Shares being sold for you may be aggregated with those of other
Plan participants who have requested sales. In that event, you will
receive proceeds based on the average sales price of all shares sold,
less your pro rata share of brokerage commissions and any applicable
taxes.
16. WHEN WILL SHARES OF COMMON STOCK BE SOLD?
The Agent will generally make sales of Plan shares at least
weekly, except that sales with respect to requests received fewer than
five business days before an Investment Date will be made as promptly
as practicable following the Investment Date. Any request received by
the Agent after twelve noon will be considered to have been received
by the Agent on the next business day. Payment will be made by check
and mailed to the participant's record address as soon as practicable
after the settlement date of the sale.
COSTS
17. ARE THERE ANY EXPENSES TO PARTICIPANTS IN CONNECTION WITH PURCHASES
OR SALES UNDER THE PLAN?
You will incur no brokerage commissions or fees for purchases
made through the Plan unless, as noted below, you do not provide the
Agent with sufficient funds for the purchases. There are no brokerage
fees on newly issued shares purchased from Resources for your account.
Brokerage fees on shares purchased on the open market will be paid by
Resources, and, for tax purposes, these fees will be considered
additional
9
dividend income to you. All costs of administering the Plan will be
paid by Resources. (See Question 25). If you request that the Agent
arrange a sale of shares held by the Plan for you, a handling fee and
brokerage commission will be deducted from the proceeds of the sale.
(See Question 15).
If the Agent does not receive a payment because of insufficient
funds or incorrect draft information, the requested purchase will be
deemed void, and the Agent will immediately remove from your account
any shares of common stock purchased in anticipation of receiving such
funds, and will be entitled to sell the shares to satisfy the amount
owed. If the net proceeds from any sale of shares of common stock are
insufficient to satisfy the balance of the collected amounts, the
Agent may sell additional shares from your account as necessary to
satisfy the uncollected balance.
In addition, the Agent may charge your account for an
"insufficient funds" fee. The Agent may place a hold on your account
until the "insufficient funds" fee is received from you, or may sell
shares from your account to satisfy any uncollected amounts.
DIVIDENDS
18. WILL I BE CREDITED WITH DIVIDENDS ON SHARES HELD IN MY ACCOUNT UNDER
THE PLAN?
Yes. The Agent will receive the regular dividends for all shares
of common stock held in your account under the Plan on the dividend
record date and will credit the dividends to your account on the basis
of full and fractional shares held on the record date. One hundred
percent (100%) of the dividends will be automatically reinvested in
additional shares of common stock as a dividend reinvestment.
19. HOW CAN I OBTAIN PARTIAL OR NO REINVESTMENT OF DIVIDENDS RECEIVED ON
SHARES HELD IN MY ACCOUNT UNDER THE PLAN?
The partial or no dividend reinvestment feature is available only
for shares registered in your name. If you would like to obtain
partial or no dividend reinvestment on shares of common stock held in
your account under the Plan, you must:
o Submit a written request to the Agent to issue a stock
certificate registering in your name the whole shares held
in your account under the Plan. (See Questions 5 and 21);
and
o If you have not previously done so, submit an Authorization
Card requesting partial or no dividend reinvestment of
shares registered in your name. (See Question 11). Dividends
received on any fractional share remaining in your Plan
account will continue to be automatically reinvested 100%.
10
REPORTS TO PARTICIPANTS
20. HOW OFTEN WILL ACCOUNT STATEMENTS BE SENT TO ME?
The Agent will provide you a statement of account no later than
twenty-five days after each Investment Date. This means that you will
receive a statement quarterly if you are simply reinvesting dividends.
If you are making purchases, you will receive a statement for the
month in which the purchase was made. The statement will show the
following information for the Investment Date:
o The total amount invested by the Agent (dividends and cash
payments less any applicable tax withheld);
o The number of shares of common stock allocated to your
account;
o The cost per share of the allocated common stock;
o The number of shares of common stock for which certificates
have been issued, if any;
o The number of shares of common stock held for safekeeping,
if any; and
o the beginning and ending balances in your account.
CERTIFICATES
21. WHEN WILL I RECEIVE A CERTIFICATE FOR SHARES PURCHASED UNDER THE PLAN?
Certificates for shares of common stock purchased through the
Plan will not be issued to you unless you request them. All shares
credited to your Plan account will be issued to the Agent or its
nominee as your agent. The number of shares credited to your account
will be shown on your account statement.
A certificate for any number of whole shares credited to your
Plan account will be issued upon written request, and the shares
represented by that certificate will be withdrawn from your Plan
account. Your written request should be mailed to the Agent.
Certificates for fractional shares will not be issued under any
circumstances. Further, certificates for whole shares will not be
issued between the dividend record date and the Investment Date.
Record dates are usually the Friday falling between the 17th and the
24th days of January, April, July, and October. Upon issuance of a
certificate, you will have all rights of ownership, and neither the
Agent nor Resources will have any responsibility with respect to the
common stock. Withdrawal of shares in certificate form does not
terminate participation in the Plan. (See Question 22 for instructions
on issuance of certificates when you withdraw from the Plan).
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WITHDRAWAL AND TERMINATION
22. WHEN AND HOW MAY I WITHDRAW FROM THE PLAN?
You may withdraw from the Plan at any time by giving written
notice to the Agent. The withdrawal date will be no more than 30 days
after the Agent's receipt of your written notice.
As soon as practicable after the withdrawal date, the Agent will
issue to you a certificate for all whole shares of common stock in
your account, except that no certificate will be issued between the
dividend record date and the Investment Date. (See Question 21).
Notice of death, liquidation or other termination of your legal
existence will constitute notice of withdrawal from the Plan.
Settlement will be made with your legal representative or successor in
interest and neither the Agent nor Resources will in any way be liable
for settlements made with those persons.
23. WHAT HAPPENS TO FRACTIONAL SHARES WHEN I WITHDRAW FROM THE PLAN?
No fractional share will be issued to you. However, the cash
value of any fractional share in your account will be paid to you. The
fractional share will be valued as of the Investment Date immediately
preceding the withdrawal date. The value will be determined as
described in Question 14. Payment for any fractional share will be
made as soon as practicable after the withdrawal date, and any cash
awaiting investment will also be paid at that time.
24. IF I WITHDRAW FROM THE PLAN, CAN I REJOIN?
If you withdraw from the Plan, you may rejoin at any time by
again completing and returning to the Agent an Authorization Card. If
you are an eligible customer who is not already a shareholder of
Resources, the Authorization Card must be accompanied by an initial
investment of at least $100. You will once again become a participant
in the Plan within 30 days following the Agent's receipt of a properly
completed Authorization Card. (See Question 5).
FEDERAL TAX CONSEQUENCES
25. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE
PLAN?
Neither Resources nor the Agent makes any representation as to
the income or other tax consequences of participation in the Plan.
Nevertheless, it is our understanding that you must report as dividend
income an amount equal to the dividends paid on stock purchased on
your behalf plus brokerage fees paid by Resources on shares purchased
on the open market. Your federal income tax basis of the common stock
received by you under the Plan will be the purchase price of the
common stock. The holding period for
12
shares of common stock acquired under the Plan will begin on the day
following the date as of which the shares were purchased for your
account. A whole share resulting from the acquisition of two or more
fractional shares on different Investment Dates will have a split
holding period.
You will not realize any taxable income upon the receipt of
certificates for whole shares credited to your account under the Plan,
either upon a request for a certificate or upon withdrawal from or
termination of the Plan. However, if you receive cash for a fractional
share credited to your account you will realize a capital gain or loss
if the common stock is a capital asset in your hands. Also, in the
event of a sale of a fractional share pursuant to withdrawal from the
Plan, if the consideration received exceeds fair market value as
determined by Internal Revenue Service regulations, you will have
dividend income equal to the difference. Gain or loss will also be
realized by you upon the sale or exchange of shares after you withdraw
such shares from the Plan. The amount of such gain or loss is the
difference between the amount that you receive for each whole or
fractional share and your tax basis.
THE PRECEDING DISCUSSION CONCERNING TAX CONSEQUENCES IS PROVIDED
FOR INFORMATIONAL PURPOSES ONLY. YOU ARE URGED TO SEEK PROFESSIONAL
ADVICE WITH RESPECT TO YOUR PERSONAL TAX SITUATION.
OTHER INFORMATION
26. HOW DO I TAKE ADVANTAGE OF THE PLAN'S STOCK SAFEKEEPING FEATURE?
You may deposit with the Agent shares of common stock held in
your name. This relieves you of the responsibility for safekeeping of
certificates.
If you wish to take advantage of the safekeeping feature of the
Plan, you should mail the certificates representing your shares to the
Agent. (See Question 3 for the Agent's address). Certificates should
be sent by registered or certified mail, return receipt requested,
accompanied by a completed Authorization Card specifying that the
shares are furnished for safekeeping. The Agent will confirm the
receipt of any shares which are delivered for safekeeping by
reflecting the deposit of the shares on your account statement (see
Question 17 regarding statement of account). Shares delivered for
safekeeping will be held in the name of the Agent or its nominee, and
100% of the dividends received on these shares will be reinvested.
If you withdraw from the Plan, the Agent will, as soon as
practicable, return all of your shares which are then being held for
safekeeping by issuing a new certificate for the shares.
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27. WHAT HAPPENS IF I SELL OR TRANSFER SHARES OF COMMON STOCK OR ACQUIRE
ADDITIONAL SHARES OF COMMON STOCK?
If you have elected to have all or a part of your cash dividends
automatically reinvested and you subsequently sell or transfer all or
any part of the common stock registered in your account, automatic
reinvestments of dividends will continue as long as there are shares
of common stock registered in your name or held for you by the Agent
or until termination of enrollment. Similarly, if you acquire
additional shares of common stock and those shares are registered the
same as the participating shares, dividends (or a percentage of the
dividends as directed by you) paid on the acquired common stock will
automatically be reinvested until you terminate your enrollment.
28. WHAT LIMITATIONS ARE IMPOSED ON ME WITH REGARD TO COMMON STOCK HELD
UNDER THE PLAN?
You have no right to draw checks or drafts against your account
or to give instructions to the Agent to perform any acts not expressly
provided for in the Plan. In addition, you cannot sell, pledge,
assign, encumber, or otherwise dispose of your rights in your
individual account.
29. WHAT HAPPENS IF RESOURCES HAS A COMMON STOCK RIGHTS OFFERING, ISSUES
A STOCK DIVIDEND, OR DECLARES
A STOCK SPLIT?
In the event Resources makes available to holders of common stock
rights or warrants to purchase additional shares of common stock or
other securities, the Agent will sell any stock rights or warrants
applicable to any common stock held in your account and reinvest the
proceeds in common stock as of the next Investment Date. If the rights
or warrants have no market value, the Agent may allow them to expire.
Any stock dividend or shares issued pursuant to any stock split
received by the Agent with respect to common stock held in your
account will immediately be credited to your account.
In the event of a stock split, stock dividend or other similar
transaction, the number of shares covered by this prospectus will be
adjusted accordingly.
30. HOW WILL MY PLAN SHARES BE VOTED AT ANNUAL OR SPECIAL MEETINGS OF
SHAREHOLDERS?
You have all rights of any other holder of common stock with
respect to your shares credited to your Plan account.
Full and fractional shares held in the Plan for you will be voted
as you direct. Proxy materials will be sent to each participant of
record in connection with annual and special meetings of shareholders.
The proxy will apply to all shares owned by you,
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including shares held in your Plan account. All Plan shares will be
voted in accordance with the instructions given by you on the proxy
card, if properly signed and delivered.
31. WHAT ARE THE RESPONSIBILITIES OF THE AGENT AND RESOURCES?
All notices from the Agent or Resources to you will be addressed
to you at the address shown on your Authorization Card or such new
address as you provide in writing to the Agent. (See Question 3 for
the Agent's address). The mailing of a notice to your last address of
record will satisfy the Agent's or Resources' duty of giving you
notice. Therefore, you must provide prompt notification of any change
of address. Notice to the Agent or Resources is effective when
actually received.
Neither the Agent nor Resources will be liable for any acts done
or any omission to act, including, without limitation, any claims of
liability:
o With respect to the prices at which common stock is
purchased or sold for your account and the time at which
such purchases or sales are made;
o For any fluctuation in the market value before or after the
purchase or sale of common stock; or
o For continuation of your account until receipt by the Agent
of notice in writing of your death, liquidation, or other
legal dissolution.
You assume all risks inherent in the ownership of any common
stock purchased under the Plan, whether or not the actual stock
certificate has been issued to you. You have no guarantee against a
decline in the price or value of the common stock, and Resources
assumes no obligation to repurchase any shares of common stock
purchased under the Plan.
32. MAY THE PLAN BE CHANGED OR DISCONTINUED?
Resources reserves the right to amend the Plan at any time, and
upon any such amendment, to notify you and the Agent of the effective
date of the amendment. Resources also reserves the right to terminate
the Plan at any time upon giving 30 days' written notice to you and
the Agent. Resources also may terminate or amend the Plan immediately,
without notice to you, in order to correct any material noncompliance
of the Plan with any applicable law or to make administrative changes
which are not material.
Unless either terminated or modified, the Plan covers 411,776
shares of common stock. The number of shares covered by the Plan may
be further adjusted from time to time to prevent dilution or
enlargement caused by stock splits, stock dividends,
recapitalizations, mergers, consolidations, combinations or exchanges
of shares, reorganizations, and similar corporate transactions.
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33. WHAT IS THE EFFECT OF TERMINATION OR AMENDMENT OF THE PLAN?
No amendment or termination will affect your interest in the Plan
which has accrued prior to the date of the amendment or termination.
In the event of the termination of the Plan, the Agent will make a
distribution of common stock and cash as if you had withdrawn from the
Plan as soon as practicable, but not later than 30 days after the
termination of the Plan. You will incur no service charges or other
fees upon such termination.
34. HOW IS THE PLAN TO BE INTERPRETED?
Any questions of interpretation arising under the Plan will be
determined by the Dividend Reinvestment Committee, which is appointed
by the Board of Directors of Resources, and any such determination
shall be final.
RECENT DEVELOPMENTS
Resources adopted Statement of Financial Accounting Standards ("SFAS") No.
142, Goodwill And Other Intangible Assets, on October 1, 2002. SFAS No. 142
requires that goodwill no longer be amortized over an estimated useful life.
Instead, goodwill balances will be subject to an annual fair-value-based
impairment assessment. The Company completed its evaluation of the new standard
and determined that no impairment existed as of the date of adoption.
The following table shows what net income and earnings per share would have
been if amortization (including any related tax effects) related to goodwill
that is no longer being amortized had been excluded from prior periods.
Year Ended September 30
-----------------------------------------------------------
2002 2001 2000
----------------- ----------------- -----------------
Net Income $ 2,486,895 $ 2,306,615 $ 2,873,702
Add: Goodwill amortization, net of tax 11,052 11,052 21,154
----------------- ----------------- -----------------
Adjusted Net Income $ 2,497,947 $ 2,317,667 $ 2,894,856
================= ================= =================
Basic and diluted earnings per share $ 1.28 $ 1.21 $ 1.54
Goodwill amortization 0.01 0.01 0.01
----------------- ----------------- -----------------
Adjusted basic and diluted earnings
per share $ 1.29 $ 1.22 $ 1.55
================= ================= =================
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MARKET PRICE AND DIVIDEND INFORMATION
Resources common stock is listed on the Nasdaq Stock Market under the
trading symbol RGCO. This provides shareholders and others with immediate access
to the latest bid and ask prices, and creates greater liquidity of our stock.
The table below sets forth the range of bid prices for shares of Resources'
common stock, as reported in the Nasdaq Stock Market. The table also sets out
the frequency and amount of all cash dividends declared for the periods
presented.
CASH
DIVIDENDS
RANGE OF BID PRICES DECLARED
----------------------- -----------
FISCAL YEAR ENDED SEPTEMBER 30, HIGH Low
-------- ---------
2001
First Quarter $20.00 $18.25 $0.28
Second Quarter 21.25 19.19 0.28
Third Quarter 20.87 18.50 0.28
Fourth Quarter 20.39 18.22 0.28
2002
First Quarter $20.50 $18.50 $0.285
Second Quarter 20.25 18.80 0.285
Third Quarter 20.75 17.50 0.285
Fourth Quarter 20.01 16.99 0.285
2003
First Quarter $18.40 $17.25 $0.285
Second Quarter 19.90 17.86 0.285
We do not directly conduct any revenue-generating business operations and
obtain operating funds primarily from dividends paid to us on the stock of our
subsidiaries, and possibly from the sale of securities or debt incurred by us.
Dividends on our common stock depend primarily upon the earnings, financial
condition and capital requirements of Roanoke Gas, and the dividends paid by
Roanoke Gas to us. We presently expect to continue Roanoke Gas' policy of paying
an appropriate percentage of earnings to shareholders. In the future, dividends
from our subsidiaries other than Roanoke Gas may be a more significant source of
funds for dividend payments. In addition, although we have no present intention
to do so, we may issue preferred stock in the future to meet our capital
requirements. Such preferred stock could have preferential dividend rights over
Resources' common stock.
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FORWARD-LOOKING STATEMENTS
From time to time, Resources may publish forward-looking statements
relating to such matters as anticipated financial performance, business
prospects, technological developments, new products, research and development
activities and similar matters. The Private Securities Litigation Reform Act of
1995 provides a safe harbor for forward-looking statements. In order to comply
with the terms of the safe harbor, Resources notes that a variety of factors
could cause its actual results and experience to differ materially from the
anticipated results or other expectations expressed in Resources'
forward-looking statements. The risks and uncertainties that may affect the
operations, performance, development, and results of Resources' business include
the following: (i) failure to earn on a consistent basis an adequate return on
invested capital; (ii) increasing expenses and labor costs and labor
availability; (iii) price competition from alternative fuels; (iv) volatility in
the price and availability of natural gas and propane; (v) uncertainty in the
projected rate of growth of natural gas and propane requirements in Resources'
service area; (vi) general economic conditions both locally and nationally;
(vii) increases in interest rates; (viii) increased customer delinquencies and
conservation efforts resulting from high fuel costs and/or colder weather; (ix)
developments in electricity and natural gas deregulation and associated industry
restructuring; (x) significant variations in winter heating degree-days from
normal; (xi) changes in environmental requirements and cost of compliance; (xii)
impact of potential increased governmental oversight due to the financial
collapse of Enron; (xiii) cost and availability of property and liability
insurance in the wake of terrorism concerns and corporate failures; (xiv)
ability to raise debt or equity capital in the wake of recent corporate
financial irregularities; (xv) impact of war with Iraq and related uncertainties
in the Middle East; and (xvi) new accounting standards issued by the Financial
Accounting Standards Board, which could change the accounting treatment for
certain transactions. All of these factors are difficult to predict and many are
beyond Resources' control. Accordingly, while Resources believes its
forward-looking statements to be reasonable, there can be no assurance that they
will approximate actual experience or that the expectations derived from them
will be realized. When used in Resources' documents or news releases, the words,
"anticipate," "believe," "intend," "plan," "estimate," "expect," "objective,"
"projection," "forecast," or similar words or future or conditional verbs such
as "will," "would," "should," "could," or "may" are intended to identify
forward-looking statements.
Forward-looking statements reflect Resources' current expectations only as
of the date they are made. We assume no duty to update these statements should
expectations change or actual results differ from current expectations.
USE OF PROCEEDS
We intend to add the proceeds we receive from sales under the Plan to our
general funds. These proceeds will be used for capital expenditures and for
other general corporate purposes of Resources and, in our discretion, of our
wholly owned subsidiaries, subject to any regulatory approvals. We are unable to
estimate the amount of proceeds which will be devoted to any specific purpose.
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DESCRIPTION OF COMPANY CAPITAL STOCK
AUTHORIZED CAPITAL
We are authorized to issue up to 15,000,000 shares of capital stock,
consisting of 10,000,000 shares of common stock, $5.00 par value per share, and
5,000,000 shares of preferred stock, no par value per share. As of May 31, 2003,
1,992,506 shares of common stock and no shares of preferred stock were issued
and outstanding.
RESOURCES COMMON STOCK. Common shareholders may receive dividends when
declared by the Board of Directors. In certain cases, common shareholders may
not receive dividends until we have satisfied our obligations to any preferred
shareholders.
Each share of common stock is entitled to one vote on all matters requiring
shareholder action and in the election of directors. Common shareholders are not
entitled to preemptive, subscription or conversion rights. All outstanding
shares of our common stock are fully paid and nonassessable.
RESOURCES PREFERRED STOCK. Our Board of Directors can issue one or more
series of preferred stock. Our Articles do not establish voting rights,
preferences, or other rights with respect to our preferred stock. The Board is
given full authority to provide for the establishment and/or issuance of any
series of preferred stock, the designation of such series and the preferences,
limitations, and relative rights of the shares of such series, including the
following:
o Distinctive designation and number of shares comprising such series;
o Voting rights, if any, which shares of that series will have;
o The rate of dividends, if any, on the shares of that series;
o Whether the shares of that series will be redeemable, and, if so, the
terms and conditions of such redemption;
o Whether that series will have a sinking fund for the redemption or
purchase of shares of that series;
o The rights to which the holders of the shares of that series will be
entitled in the event of voluntary or involuntary dissolution or
liquidation;
o Whether the shares of that series will be convertible into or
exchangeable for cash, shares of stock of any other class or any other
series, indebtedness, or other property or rights;
o Whether the issuance of any additional shares of such series, or of
any shares of any other series, will be subject to restrictions as to
issuance, or as to the powers, preferences or rights of any such other
series; and
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o Any other preferences, privileges and powers in relative,
participating, optional, or other special rights and qualifications,
limitations, or restrictions of such series.
Each series of our preferred stock will rank on a parity as to dividends
and assets with all other series according to the respective dividend rates and
amounts attributable upon voluntary or involuntary liquidation, dissolution or
winding up of the company fixed for each series and without preference or
priority of any series over any other series. All shares of our preferred stock
will rank, with respect to dividends and liquidation rights, senior to our
common stock.
SHAREHOLDER PROTECTION STATUTES
We are a Virginia corporation subject to the Virginia Stock Corporation
Act. The Virginia Act contains two shareholder protection statutes, the
Affiliated Transactions Statute and the Control Share Acquisitions Statute. We
have summarized the key provisions below. The descriptions are not complete and
you should rely on the text of the Virginia Act.
The Affiliated Transactions Statute restricts certain transactions between
a Virginia corporation having more than 300 shareholders of record and a
beneficial owner of more than 10% of any class of voting stock. An affiliated
transaction is defined as any of the following transactions with or proposed by
an interested shareholder: a merger; a share exchange; certain dispositions of
assets or guaranties of indebtedness other than in the ordinary course of
business; certain significant securities issuances; dissolution of the
corporation; or reclassification of the corporation's securities. Under the
statute, an affiliated transaction generally requires the approval of a majority
of disinterested directors and two-thirds of the voting shares of the
corporation other than shares owned by an interested shareholder during a
three-year period commencing as of the date the interested shareholder crosses
the 10% threshold. This special voting provision does not apply if a majority of
disinterested directors approved the acquisition of the more than 10% interest
in advance. After the expiration of the three-year moratorium, an interested
shareholder may engage in an affiliated transaction only if it is approved by a
majority of disinterested directors or by two-thirds of the outstanding shares
held by disinterested shareholders, or if the transaction complies with certain
fair price provisions. This special voting rule is in addition to, and not in
lieu of, other voting provisions contained in the Virginia Act and the Articles
of Resources.
The Control Share Acquisitions Statute provides that, with respect to
Virginia corporations having 300 or more shareholders of record, shares acquired
in a transaction that would cause the acquiring person's aggregate voting power
to meet or exceed any of three thresholds (20%, 33-1/3% or a majority) have no
voting rights unless such rights are granted by a majority vote of the shares
not owned by the acquiring person or any officer or employee-director of the
corporation. The statute sets out a procedure whereby the acquiring person may
call a special shareholder's meeting for the purpose of considering whether
voting rights should be conferred. Acquisitions as part of a merger or share
exchange to which the corporation is a party and acquisitions as part of a
tender or exchange offer arising out of an agreement to which the corporation is
a party are exempt from the statute.
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Application of the Affiliated Transactions and Control Share Acquisitions
statutes are automatic unless a corporation takes certain steps to "opt out" of
their application. We have not "opted out" of the statutes.
LEGAL OPINION
Certain legal matters, including without limitation, Resources'
organizational status, power and authority and legality of the issuance of the
shares offered hereby, have been passed upon by Woods, Rogers & Hazlegrove,
P.L.C., 10 South Jefferson Street, Suite 1400, Roanoke, Virginia 24011. The
principals of the firm of Woods, Rogers & Hazlegrove, P.L.C. beneficially owned,
as of May 31, 2003, in the aggregate, approximately 32,500 shares of
Resources' common stock.
EXPERTS
The consolidated financial statements incorporated in this prospectus by
reference from RGC Resources, Inc.'s Annual Report on Form 10-K for the year
ended September 30, 2002, have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their report, which is incorporated herein by
reference, and have been so incorporated in reliance upon the report of such
firm given upon their authority as experts in accounting and auditing.
INFORMATION PROVIDED TO SHAREHOLDERS AND ELIGIBLE CUSTOMERS
We will deliver or cause to be delivered with this prospectus, to each
person to whom the prospectus is sent or given, Resources' latest Annual Report
to Shareholders and latest Quarterly Report on Form 10-Q.
WHERE YOU CAN FIND MORE INFORMATION
Resources is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended and files reports, proxy statements, and other
information with the Securities and Exchange Commission. Such reports, proxy
statements, and other information can be inspected and copied at the SEC's
Public Reference Room at 450 Firth Street, N.W., Washington, D.C. 20549.
Resources' public filings are also available to the public from commercial
document retrieval services and the Internet World Wide Web site maintained by
the SEC at "http://www.sec.gov." Resources common stock is included for
quotation on the Nasdaq Stock Market under the symbol "RGCO."
Resources has filed with the SEC a registration statement on Form S-2 under
the Securities Act of 1933, as amended, with respect to the securities
registered hereby. This prospectus, which constitutes part of the registration
statement, does not contain all of the information set forth in such
registration statement and the exhibits thereto, as permitted by the rules and
regulations of the Commission. For further information, reference is made to
such registration statement and the exhibits filed therewith, copies of which
may be obtained from the Commission as specified above. Any statements we have
made in this prospectus concerning a provision of any document are not
necessarily complete and, in each instance, you should
21
carefully review the copy of such document filed as an exhibit to the
registration statement or otherwise filed with the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by Resources with the SEC under the Exchange
Act are hereby incorporated by reference in this prospectus:
o Resources' Annual Report on Form 10-K for the year ended September 30,
2002;
o Resources' Quarterly Report on Form 10-Q for the quarters ended
December 31, 2002 and March 31, 2003; and
o Resources' 2002 Annual Report to Shareholders.
We will provide without charge to each person to whom this prospectus is
furnished, upon written or oral request, a copy of any of the documents
incorporated herein by reference (other than exhibits to such documents unless
such exhibits are specifically incorporated by reference herein). Requests for
documents should be directed in writing, or by telephone, to the following
address and telephone number: RGC Resources, Inc., PO Box 13007, Roanoke,
Virginia, 24030-3007; Attention: Dale P. Moore, Secretary, (540) 777-4427.
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