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): November 16, 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
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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 4.01. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On November 16, 2005, the Audit Committee of the Board of
Directors of RGC Resources, Inc. (the "Company") engaged Brown
Edwards & Company, LLP as the Company's new independent
accountants to replace Deloitte & Touche LLP ("Deloitte &
Touche"). In August 2005, the Audit Committee decided to
solicit proposals from independent accounting firms, including
Deloitte & Touche, for the audit of its annual financial
statements beginning with the fiscal year ending September 30,
2006. After reviewing these proposals, the Audit Committee
voted to dismiss Deloitte & Touche LLP after the completion of
the September 30, 2005 audit and to engage Brown Edwards &
Company LLP ("Brown Edwards") as the Company's new independent
accountants beginning with the first quarter for the fiscal
year beginning October 1, 2005, and ending September 30, 2006.
The reports of Deloitte & Touche on the consolidated financial
statements of the Company for the fiscal years ended September
30, 2004 and 2003 contained no adverse opinion or disclaimer
of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principles. Deloitte &
Touche is currently completing the audit on the Company's
consolidated financial statements for the year ended September
30, 2005. The Company is not aware of any issues that would
result in an adverse opinion or disclaimer of opinion and does
not anticipate a qualification or modification as to
uncertainty, audit scope or accounting principles. In
addition, during the fiscal years ended September 30, 2004 and
2003 and the period from October 1, 2004 through November 16,
2005, there have been no disagreements, as that term is
defined in Item 304 and its related instructions, with
Deloitte & Touche on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope
or procedure, which, if not resolved to the satisfaction of
Deloitte & Touche, would have caused Deloitte & Touche to make
reference thereto in its report on our consolidated financial
statements. During the same period, there have been no
reportable events, as that term is defined in Item
304(a)(1)(v) of Regulation S-K.
The Company provided Deloitte & Touche with a copy of the
foregoing disclosures. A copy of a letter from Deloitte &
Touche to the Securities and Exchange Commission, dated
November 21, 2005, stating its agreement with the disclosures
in the preceding paragraph is attached as Exhibit 16.1 to this
Form 8-K.
During the last two fiscal years, as well as during the
interim period from October 1, 2005 through November 16, 2005,
the Company has not consulted with Brown Edwards regarding
either (i) the application of accounting principles to a
specified transaction, either completed or proposed, or the
type of audit opinion that might be rendered on the Company's
financial statements or (ii) any matter that was either the
subject of a disagreement, as that term is defined in Item 304
and its related instructions, or a reportable event, as that
term is defined in Item 304(a)(1)(v) of Regulation S-K.
The Company has provided Brown Edwards with a copy of the
foregoing disclosures and asked Brown Edwards to review the
disclosures in the preceding paragraph, in order to provide
Brown Edwards with the opportunity to furnish the Company with
a letter to the Securities and Exchange Commission containing
any new information, clarification or the Company's expression
of its views, or the respects in which Brown Edwards does not
agree with such disclosures. Brown Edwards declined to furnish
any such letter.
ITEM 9.01. FINANCIAL STATEMENT AND EXHIBITS.
Exhibit No. Description of Documents
16.1 Letter from Deloitte & Touche LLP to the Securities and
Exchange Commission, dated November 21, 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: November 21, 2005 By: s/Howard T. Lyon
Howard T. Lyon
Vice-President, Treasurer and Controller
(Principal Financial Officer)