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 24, 2006
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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
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
519 Kimball Ave., N.E. Roanoke, Virginia 24016
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(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 13c-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 24, 2006, RGC Resources, Inc. (the "Company"),
entered into a new Promissory Note in the original principal
amount of $1,000,000, and its subsidiaries, Roanoke Gas
Company, Bluefield Gas Company and Diversified Energy Company,
each entered into a new Promissory Note in the original
principal amount of $24,000,000, $6,000,000 and $3,000,000,
respectively, with Wachovia Bank, National Association,
for the purpose of providing working capital financing for
each company's operations. These Promissory Notes, a copy of
each of which is being filed as an exhibit hereto, renews,
extends, increases and/or modifies the expiring notes and each
has an expiration date of March 31, 2007. The Promissory
Notes for RGC Resources, Inc. and Diversified energy Company
retain the same borrowing levels and extend the expiration of
the underlying note by another year. The Promissory Notes for
Roanoke Gas Company and Bluefield Gas Company represent
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
multiple-tier level for borrowing limits to accommodate
seasonal borrowing demands. The multiple-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.
In addition and in connection with the Promissory Notes for
Roanoke Gas Company and Bluefield Gas Company, RGC Resources,
Inc. executed separate Unconditional Guaranties in favor of
Wachovia Bank, National Association unconditionally
guaranteeing timely payment and performance of any obligations
of Roanoke Gas Company and Bluefield Gas Company to Wachovia.
Total available limits under the new notes are as follows:
Available
Beginning Line of Credit
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March 24, 2006 $ 34,000,000
April 1, 2006 14,000,000
July 16, 2006 19,000,000
September 16, 2006 29,000,000
November 16, 2006 34,000,000
February 16, 2006 27,000,000
ITEM 9.01. FINANCIAL STATEMENT AND EXHIBITS.
10.1 Promissory Note in the original principal amount of
$1,000,000 by RGC Resources, Inc. in favor of
Wachovia Bank, National Association dated March 24,
2006.
10.2 Promissory Note in the original principal amount of
$24,000,000 by Roanoke Gas Company in favor of
Wachovia Bank, National Association dated March 24,
2006.
10.3 Promissory Note in the original principal amount of
$6,000,000 by Bluefield Gas Company in favor of
Wachovia Bank, National Association dated March 24,
2006.
10.4 Promissory Note in the original principal amount of
$3,000,000 by Diversified Energy Company in favor of
Wachovia Bank, National Association dated March 24,
2006.
10.5 Unconditional Guaranty by and between RGC Resources,
Inc. and Wachovia Bank, National Association, dated
March 24, 2006 for the benefit of Roanoke Gas
Company.
10.6 Unconditional Guaranty by and between RGC Resources,
Inc. and Wachovia Bank, National Association, dated
March 24, 2006 for the benefit of Bluefield Gas
Company.
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: March 29, 2006 By: s/Howard T. Lyon
Howard T. Lyon
Vice-President, Treasurer and Controller
(Principal Financial Officer)