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): November 28, 2005
--------------
RGC RESOURCES, INC.
(Exact name of Registrant as specified in its charter)
---------------
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)
-------------------------------------------------------------------------------
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 13c-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
-------------------------------------------------------------------------------
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On November 28, 2005, Roanoke Gas Company, a subsidiary of RGC
Resources, Inc., executed a Promissory Note in the principal
amount of $15,000,000 in favor of Wachovia Bank, National
Association ("Wachovia"), and entered into a Loan Agreement
with Wachovia for the purpose of refinancing currently
maturing debt and retiring higher interest bearing non-current
debt. The note has a term of five years and provides for
monthly payments of accrued interest. The interest rate is
one-month LIBOR plus 0.69%. With the proceeds of the
Promissory Note, Roanoke Gas Company will retire its
remaining $3,000,000 debt with MONY due October 1, 2016 with
an interest rate of 9.625%.
In addition and in connection with the above Promissory Note
and Loan Agreement, also on November 28, 2005, RGC Resources,
Inc., executed an Unconditional Guaranty in favor of Wachovia
unconditionally guaranteeing timely payment and performance of
any obligations of Roanoke Gas Company to Wachovia.
ITEM 9.01. FINANCIAL STATEMENT AND EXHIBITS.
10.1 Promissory Note in the original principal amount of
$15,000,000 by Roanoke Gas Company in favor of
Wachovia Bank, National Association, dated November 28, 2005.
10.2 Loan Agreement by and between Roanoke Gas Company and
Wachovia Bank, National Association, dated November 28, 2005.
10.3 Unconditional Guaranty by RGC Resources, Inc. in favor of
Wachovia Bank, National Association, dated November 28, 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.
Date: December 2, 2005 By: s/Howard T. Lyon
Howard T. Lyon
Vice-President, Treasurer and Controller
(Principal Financial Officer)