-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, cUy7+SWwnXGo1Zox7NURoR5UcIZmOpJeU8SZ7bfa0Bgs7T95kqUAkdtDM4MKQEDx cptxjGmnl/8nqX/wldX0wg== 0000102710-95-000008.txt : 19950427 0000102710-95-000008.hdr.sgml : 19950427 ACCESSION NUMBER: 0000102710-95-000008 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19940831 FILED AS OF DATE: 19950420 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: VALLEY RESOURCES INC /RI/ CENTRAL INDEX KEY: 0000102710 STANDARD INDUSTRIAL CLASSIFICATION: 4924 IRS NUMBER: 050384723 STATE OF INCORPORATION: RI FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-07924 FILM NUMBER: 95529942 BUSINESS ADDRESS: STREET 1: 1595 MENDON RD CITY: CUMBERLAND STATE: RI ZIP: 02864 BUSINESS PHONE: 4013341188 MAIL ADDRESS: STREET 1: PO BOX 7900 CITY: CUMBERLAND STATE: RI ZIP: 02864-7900 10-K/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 F O R M 10K/A AMENDMENT TO ANNUAL REPORT Filed pursuant to Section 12, 13 or 15(d) of THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER 1-7924 VALLEY RESOURCES, INC. (Exact name of registrant as specified in charter) AMENDMENT TO 1 The undersigned registrant hereby amends the following items, financial statements, exhibits or other portions of its Annual Report for the fiscal year ended August 31, 1994 on Form 10-K as set forth in the pages attached hereto. Item 14 Exhibits, Financial Statement Schedules and Reports on Form 8-K (a) 3. Exhibits 28. Additional Exhibits Annual Report on Form 11-K of Valley Gas Company Employees Savings Plan for the plan year ended December 31, 1994. Annual Report on Form 11-K of Valley Gas Company Union Employees Savings Plan for the plan year ended December 31, 1994. Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned thereunto duly authorized. VALLEY RESOURCES, INC. Date April 20, 1995 By K. W. Hogan Senior Vice President, Chief Financial Officer and Secretary FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) ( ) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED) For the fiscal year ended OR (X) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) For the transition period from January 1, 1994 to December 31, 1994 Commission file number 1-7924 VALLEY GAS COMPANY EMPLOYEES SAVINGS PLAN (Full Title of Plan) VALLEY RESOURCES, INC. (Name of Issuer of the Securities held Pursuant to the Plan) 1595 Mendon Road Cumberland, Rhode Island 02864 (Address of Principal Executive Officer) Financial Statements and Exhibits a) Financial Statements: Page Number Report of Independent Certified Public Accountants F-1 Statements of Financial Condition as of December 31, 1994 and 1993 F-2 - F-3 Statements of Income and Changes in Plan Equity for the years ended December 31, 1994, 1993 and 1992 F-4 - F-6 Notes to Financial Statements F-7 - F-13 Schedules: I - Investments - Other, See Note F of Notes to Financial Statements Schedules II and III have been omitted because the required information is shown in the financial statements b) Exhibits: 23d) Consent of Independent Certified Public Accountants Report of Independent Certified Public Accounts Administrator of the Valley Gas Company Employees Savings Plan We have audited the accompanying statements of financial condition of Valley Gas Company Employees Savings Plan as of December 31, 1994 and 1993, and the related statements of income and changes in plan equity for each of three years in the period ended December 31, 1994. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial condition of the Valley Gas Company Employees Savings Plan as of December 31, 1994 and 1993, and the income and changes in plan equity for each of three years in the period ended December 31, 1994, in conformity with generally accepted accounting principles. GRANT THORNTON LLP Boston, Massachusetts March 10, 1995 F-1 Valley Gas Company Employees Savings Plan STATEMENTS OF FINANCIAL CONDITION December 31, 1994
GALAXY GALAXY MONEY SHORT-TERM EQUITY VALLEY RESOURCES MARKET BOND INCOME STOCK FUND FUND FUND FUND TOTAL ASSETS Investments (Notes A and C) Common Stock of Valley Resources, Inc. at Market Value 172,048 Shares (Cost $2,076,644.98) $2,043,070.00 $2,043,070.00 Other (Note F) $ 0.00 $320,768.35 $617,947.44 0.00 938,715.79 Total Investments 0.00 320,768.35 617,947.44 2,043,070.00 2,981,785.79 Cash 0.00 0.00 0.00 0.00 0.00 Money Market 237,104.50 1,881.59 3,600.80 90,213.79 332,800.68 Interest Receivable 990.30 0.00 0.00 404.47 1,394.77 Dividends Receivable 0.00 1,486.79 29.48 30,108.40 31,624.67 Contributions Receivable 888.50 1,167.50 2,828.30 9,106.70 13,991.00 Total Assets $238,983.30 $325,304.23 $624,406.02 $2,172,903.36 $3,361,596.91 LIABILITIES AND EQUITY Plan Equity - Including Net Unrealized Deprecia- tion or Appreciation of Investments (Notes A and G) $238,983.30 $325,304.23 $624,406.02 $2,172,903.36 $3,361,596.91 Total Liabilities and Equity $238,983.30 $325,304.23 $624,406.02 $2,172,903.36 $3,361,596.91 The accompanying Notes are an integral part of these statements.
F-2 Valley Gas Company Employees Savings Plan STATEMENTS OF FINANCIAL CONDITION December 31, 1993
GALAXY GALAXY MONEY SHORT-TERM EQUITY VALLEY RESOURCES MARKET BOND INCOME STOCK FUND FUND FUND FUND TOTAL ASSETS Investments (Notes A and C) Common Stock of Valley Resources, Inc. at Market Value 149,812 Shares (Cost $1,797,882.76) $2,153,547.50 $2,153,547.50 Other (Note F) $ 0.00 $296,901.66 $517,689.56 0.00 814,591.22 Total Investments 0.00 296,901.66 517,689.56 2,153,547.50 2,968,138.72 Cash 0.00 0.00 0.00 0.00 0.00 Money Market 240,841.14 2,654.84 4,493.48 11,503.07 259,492.53 Interest Receivable 584.08 0.00 0.00 0.00 584.08 Dividends Receivable 0.00 1,118.15 16.57 25,468.04 26,602.76 Contributions Receivable 899.50 1,379.60 2,886.60 8,243.30 13,409.00 Total Assets $242,324.72 $302,054.25 $525,086.21 $2,198,761.91 $3,268,227.09 LIABILITIES AND EQUITY Plan Equity - Including Net Unrealized Deprecia- tion or Appreciation of Investments (Notes A and G) $242,324.72 $302,054.25 $525,086.21 $2,198,761.91 $3,268,227.09 Total Liabilities and Equity $242,324.72 $302,054.25 $525,086.21 $2,198,761.91 $3,268,227.09 The accompanying Notes are an integral part of these statements.
F-3 Valley Gas Company Employees Savings Plan STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY For The Year Ended December 31, 1994
GALAXY GALAXY MONEY SHORT-TERM EQUITY VALLEY RESOURCES MARKET BOND INCOME STOCK FUND FUND FUND FUND TOTAL Investment Income: Dividends $ 0.00 $ 14,175.21 $ 24,890.64 $ 115,223.33 $ 154,289.18 Interest 8,738.42 116.64 321.60 1,907.22 11,083.88 Total Investment Income 8,738.42 14,291.85 25,212.24 117,130.55 165,373.06 Net Realized Gain/(Loss) on Disposition of Investments (Note H) 0.00 0.00 532.45 0.00 532.45 Unrealized Appreciation (Depreciation) of Investments (Notes A and G) 0.00 (15,087.88) (19,898.30) (389,239.72) (424,225.90) Contributions (Note B) Participants 22,745.00 28,884.40 79,936.70 148,534.90 280,101.00 Valley Gas Company 0.00 0.00 0.00 87,676.00 87,676.00 Total Contributions 22,745.00 28,884.40 79,936.70 236,210.90 367,777.00 Miscellaneous 0.00 1,675.47 4,436.27 (6,430.98) (319.24) Total Net Additions 31,483.42 29,763.84 90,219.36 (42,329.25) 109,137.37 Withdrawals (781.41) 0.00 0.00 (15,524.54) (16,305.95) Total Deductions (781.41) 0.00 0.00 (15,524.54) (16,305.95) Net Increase (Decrease) 30,702.01 29,763.84 90,219.36 (57,853.79) 92,831.42 Plan Equity: Beginning of Year 242,324.72 302,054.25 525,086.21 2,198,761.91 3,268,227.09 Inter-Plan/Inter-Fund Transfers (34,043.43) (6,513.86) 9,100.45 31,995.24 538.40 End of Year $238,983.30 $325,304.23 $624,406.02 $2,172,903.36 $3,361,596.91 The accompanying Notes are an integral part of these statements.
F-4 Valley Gas Company Employees Savings Plan STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY For The Year Ended December 31, 1993
GALAXY GALAXY MONEY SHORT-TERM EQUITY VALLEY RESOURCES MARKET BOND INCOME STOCK FUND FUND FUND FUND TOTAL Investment Income: Dividends $ 0.00 $ 14,901.14 $ 20,896.71 $ 97,340.13 $ 133,137.98 Interest 7,021.18 116.34 179.02 675.04 7,991.58 Total Investment Income 7,021.18 15,017.48 21,075.73 98,015.17 141,129.56 Net Realized Gain/(Loss) on Disposition of Investments (Note H) 0.00 56.07 0.00 369.79 425.86 Unrealized Appreciation (Depreciation) of Investments (Notes A and G) 0.00 2,535.65 14,312.49 (160,237.28) (143,389.14) Contributions (Note B) Participants 19,820.00 32,313.90 71,550.40 130,963.70 254,648.00 Valley Gas Company 0.00 0.00 0.00 83,249.00 83,249.00 Total Contributions 19,820.00 32,313.90 71,550.40 214,212.70 337,897.00 Miscellaneous (10.00) 1,488.59 2,765.69 10,264.46 14,508.74 Total Net Additions 26,831.18 51,411.69 109,704.31 162,624.84 350,572.02 Withdrawals (5,726.47) 0.00 0.0 (25,720.53) (31,447.00) Total Deductions (5,726.47) 0.00 0.0 (25,720.53) (31,447.00) Net Increase 21,104.71 51,411.69 109,704.31 136,904.31 319,125.02 Plan Equity: Beginning of Year 223,008.18 242,555.84 410,332.77 2,073,928.92 2,949,825.71 Inter-Plan/Inter-Fund Transfers (1,788.17) 8,086.72 5,049.13 (12,071.32) (723.64) End of Year $242,324.72 $302,054.25 $525,086.21 $2,198,761.91 $3,268,227.09 The accompanying Notes are an integral part of these statements.
F-5 Valley Gas Company Employees Savings Plan STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY For The Year Ended December 31, 1992
GALAXY GALAXY MONEY SHORT-TERM EQUITY VALLEY RESOURCES MARKET BOND INCOME STOCK FUND FUND FUND FUND TOTAL Investment Income: Dividends $ 0.00 $ 9,594.08 $ 8,879.24 $ 79,662.72 $ 98,136.04 Interest 7,448.38 146.56 368.84 1,244.99 9,208.77 Total Investment Income 7,448.38 9,740.64 9,248.08 80,907.71 107,344.81 Net Realized Gain/(Loss) on Disposition of Investments (Note H) 0.00 59,982.36 4,663.48 (3,481.50) 61,164.34 Unrealized Appreciation (Depreciation) of Investments (Notes A and G) 0.00 (57,581.16) 11,185.37 555,223.28 508,827.49 Contributions (Note B) Participants 28,502.00 26,183.50 40,687.50 125,776.00 221,149.00 Valley Gas Company 0.00 0.00 0.00 75,790.19 75,790.19 Total Contributions 28,502.00 26,183.50 40,687.50 201,566.19 296,939.19 Miscellaneous 0.00 885.71 933.07 (7,398.84) (5,580.06) Total Net Additions 35,950.38 39,211.05 66,717.50 826,816.84 968,695.77 Withdrawals 0.00 (0.42) 0.00 (7,818.46) (7,818.88) Total Deductions 0.00 (0.42) 0.00 (7,818.46) (7,818.88) Net Increase 35,950.38 39,210.63 66,717.50 818,998.38 960,876.89 Plan Equity: Beginning of Year 186,477.93 243,099.26 295,163.11 1,252,070.72 1,976,811.02 Inter-Plan/Inter-Fund Transfers 579.87 (39,754.05) 48,452.16 2,859.82 12,137.80 End of Year $223,008.18 $242,555.84 $410,332.77 $2,073,928.92 $2,949,825.71 The accompanying Notes are an integral part of these statements.
F-6 Valley Gas Company Employees Savings Plan NOTES TO FINANCIAL STATEMENTS December 31, 1994, 1993 and 1992 NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The financial statements of Valley Gas Company Employees Savings Plan (the "Plan"), have been prepared in accordance with generally accepted accounting principles as applied to Employee Benefit Plans. Valuation of Investments Investments are held by a bank-administered trust fund and are stated at their approximate market value. The change in the difference between market value and the cost of investments is reflected in the statement of income and changes in plan equity as unrealized appreciation (depreciation) of assets. NOTE B - SUMMARY OF PLAN PROVISIONS Effective Date: January 1, 1985. Plan Year: January 1 through December 31. Valuation Date: The Trustee will value the Fund on the last day of each quarter of each Plan year. Plan Administrator: Valley Gas Company is the Plan's Administrator and will determine the benefits payable. Coverage: All employees of Valley Gas Company who satisfy the eligibility requirements. Eligibility: Nonunion employees are eligible for membership on either January 1 or July 1 of each Plan year following the date on which they have attained the age of 21 and completion of one year of service. Normal Retirement The retirement benefit of a member on their normal Benefit: retirement date is equal to 100% of their account as of the valuation date immediately following or coinciding with his normal retirement. F-7 Valley Gas Company Employees Savings Plan NOTES TO FINANCIAL STATEMENTS - CONTINUED December 31, 1994, 1993 and 1992 NOTE B - SUMMARY OF PLAN PROVISIONS - Continued Normal Form of Payment: The Plan offers members two methods of payment: (1) equal or substantially equal quarterly or annual installments calculated to extend over any period which does not exceed the life expectancy of the member or joint life expectancy of the member and their spouse or other designated beneficiary, or (2) a lump sum payment. Pre-Retirement Death: In the event of a death of a member, their designated beneficiary will be entitled to receive 100% of the amount of their accounts as of the valuation date. Disability Benefit: A member who becomes disabled to the extent that they no longer remain in the employ of the Company is entitled to receive 100% of their account as of the valuation date. Hardship Withdrawals: Withdrawals of tax-deductible contributions are permitted. Member Loans: Member loans are not permitted. Contributions: For each Plan year the employer will make a contribution to the Plan from its net profits on behalf of each member with a Compensation Deferral Agreement in effect for all or any portion of the Plan year in an amount equal to 50% of the Compensation Deferral Contribution made to the Plan during such year pursuant to such Member's Compensation Deferral Agreement. The maximum compensation deferral contributions in any plan year with respect to which the employer will make any matching contributions will be an amount equal to 4% of the member's compensation during such plan year. A member may in any plan year make voluntary after tax contributions to the Plan which will be added to his account in the Fund and invested by the Trustee. However, the aggregate voluntary contributions made by a member may not exceed 10% of the total remuneration paid to him by the Employer for the plan year. F-8 Valley Gas Company Employees Savings Plan NOTES TO FINANCIAL STATEMENTS - CONTINUED December 31, 1994, 1993 and 1992 NOTE B - SUMMARY OF PLAN PROVISIONS - Continued Compensation Deferral Contributions: The minimum and maximum reductions in compensation that may be specified by a member for any payroll period will be 1% and 20%, respectively, of their compensation for such payroll period. Forfeitures: Forfeitures of discretionary employer contributions will be used to reduce matching employee contributions thereafter required to be made by the employer. Vesting: A member will become vested in a percentage of his account attributable to employer contributions in the following percentages: Years of Service Percentage Less than 1 year -0-% 1 10 2 20 3 30 4 40 5 60 6 80 7 100 Normal Retirement Date: The normal retirement age or date will be a member's 65th birthday. NOTE C - INVESTMENTS Investments Investments are comprised of the following funding options available to participants of the Plan: I. The Money Market Fund An FDIC insured money market fund offered by Fleet National Bank. Rates are set weekly based upon the average rate of ten of the largest money market funds in the United States. The objective is to offer an investment that will reflect the general level of interest F-9 Valley Gas Company Employees Savings Plan NOTES TO FINANCIAL STATEMENTS - CONTINUED December 31, 1994, 1993 and 1992 NOTE C - INVESTMENTS - Continued rates on short-term investments with little or no risk of loss of principal. II. The Galaxy Short-Term Bond Fund The Galaxy Short-Term Bond Fund's objective is to earn high current income while preserving capital. Most of the Fund's assets are in U.S. Government or corporate debt obligations rated in the top three categories of Standard & Poor or Moody's Investors Service, or unrated securities deemed to be of comparable quality. Average maturity of the Fund's investments typically range from one to three years. III. The Galaxy Equity Income Fund The Galaxy Equity Income Fund's objective is to seek current income and capital appreciation. The Fund primarily invests in common stock and convertible securities. The Fund will seek to achieve a fund yield that will generally exceed the yield of the Standard & Poor 500 by at least 30 percent. IV. The Valley Resources Stock Fund A fund that invests exclusively in the common stock of Valley Resources, Inc. - parent of Valley Gas Company. During the 1992 plan year, the trustee sold all of the units in the medium- term fixed income fund. The income received was then invested in the Galaxy Short Term Bond Fund. A member may direct the Trustee with respect to the investment of his account in each fund. The plan administrator has investment discretion attributable to employer contributions. Employer contributions are invested in the Valley Resources stock fund. Dividends, interest and contributions that have yet to be invested in that particular fund's assets are temporarily invested in money market accounts. The number of participants in each fund was as follows:
December 31, 1994 1993 Money Market Fund 42 43 Galaxy Short-Term Bond Fund 43 40 Galaxy Equity Income Fund 56 52 Valley Resources, Inc. Common Stock Fund 109 100
F-10 Valley Gas Company Employees Savings Plan NOTES TO FINANCIAL STATEMENTS - CONTINUED December 31, 1994, 1993 and 1992 NOTE C - INVESTMENTS - Continued The total number of participants in the Plan was less than the sum of the number of participants shown above because many were participating in more than one fund. Amounts contributed to the participants' accounts by the Company are taxable to the participants in the year of distribution. Contributions made by participants are deductible for Federal income tax purposes up to specified limits. NOTE D - STATUS OF PLAN The Plan received a favorable determination letter from the Internal Revenue Service dated August 3, 1987, granting a qualified tax status. NOTE E - TERMINATION OF PLAN The employer may terminate the Plan at any time. The Plan has no definite termination date. In the event of termination of the Plan by the Employer all amounts credited to participants accounts will vest. NOTE F - INVESTMENTS - OTHER
DECEMBER 31, 1994 APPROXIMATE MARKET UNITS COST VALUE The Galaxy Short-Term Bond Fund 33,137 $332,872.40 $320,768.35 The Galaxy Equity Income Fund 50,776 $575,689.15 $617,947.44
DECEMBER 31, 1993 APPROXIMATE MARKET UNITS COST VALUE The Galaxy Short-Term Bond Fund 29,194 $293,917.83 $296,901.66 The Galaxy Equity Income Fund 41,152 $455,532.97 $517,689.56
F-11 Valley Gas Company Employees Savings Plan NOTES TO FINANCIAL STATEMENTS - CONTINUED December 31, 1994, 1993 and 1992 NOTE F - INVESTMENTS - OTHER - Continued
DECEMBER 31, 1992 APPROXIMATE MARKET UNITS COST VALUE The Galaxy Short-Term Bond Fund 23,691 $237,646.77 $238,094.95 The Galaxy Equity Income Fund 33,347 $357,652.83 $405,496.93
NOTE G - NET UNREALIZED APPRECIATION (DEPRECIATION) OF PLAN ASSETS
GALAXY GALAXY SHORT-TERM EQUITY VALLEY RESOURCES BOND INCOME STOCK FUND FUND FUND TOTAL Balance at Dec. 31, 1991 $ 58,029.34 $ 36,658.73 $ (39,321.25) $ 55,366.82 Change for the year 1992 (57,581.16) 11,185.37 555,223.28 508,827.49 Balance at Dec. 31, 1992 448.18 47,844.10 515,902.03 564,194.31 Change for the year 1993 2,535.65 14,312.49 (160,237.28) (143,389.14) Balance at Dec. 31, 1993 2,983.83 62,156.59 355,664.75 420,805.17 Change for the year 1994 (15,087.88) (19,898.30) (389,239.72) (424,225.90) Balance at Dec. 31, 1994 $(12,104.05) $ 42,258.29 $ (33,574.97) $ (3,420.73)
NOTE H - NET REALIZED GAIN (LOSS) ON DISPOSITION OF PLAN ASSETS
YEAR ENDED DECEMBER 31, 1994 GALAXY GALAXY SHORT-TERM EQUITY VALLEY RESOURCES BOND INCOME STOCK FUND FUND FUND TOTAL Amount Realized $ 0.00 $ 5,032.00 $ 0.00 $ 5,032.00 Cost - Average 0.00 4,499.55 0.00 4,499.55 Net Realized Gain $ 0.00 $ 532.45 $ 0.00 $ 532.45
F-12 Valley Gas Company Employees Savings Plan NOTES TO FINANCIAL STATEMENTS - CONTINUED December 31, 1994, 1993 and 1992 NOTE H - NET REALIZED GAIN (LOSS) ON DISPOSITION OF PLAN ASSETS
YEAR ENDED DECEMBER 31, 1993 GALAXY GALAXY SHORT-TERM EQUITY VALLEY RESOURCES BOND INCOME STOCK FUND FUND FUND TOTAL Amount Realized $ 2,068.00 $ 0.00 $ 3,881.87 $ 5,949.87 Cost - Average 2,011.93 0.00 3,512.08 5,524.01 Net Realized Gain $ 56.07 $ 0.00 $ 369.79 $ 425.86
YEAR ENDED DECEMBER 31, 1992 GALAXY GALAXY EQUITY VALLEY RESOURCES SHORT-TERM INCOME STOCK BOND FUND FUND TOTAL Amount Realized $344,551.64 $43,506.00 $40,008.31 $428,065.95 Cost - Average 284,569.28 38,842.52 43,489.81 366,901.61 Net Realized Gain (Loss) $ 59,982.36 $ 4,663.48 $(3,481.50) $ 61,164.34
F-13 Exhibit 23d Consent of Independent Certified Public Accountants We have issued our report dated March 10, 1995, accompanying the financial statements of Valley Gas Company Employees Savings Plan contained in the Annual Report on Form 11-K for the year ended December 31, 1994. We hereby consent to the incorporation by reference of said report in the Valley Gas Company Employees Savings Plan Registration Statement on Form S-8/S-3 (File No. 33-33574). GRANT THORNTON LLP Boston, Massachusetts April 14, 1995 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 thereunto duly authorized. VALLEY GAS COMPANY EMPLOYEES SAVINGS PLAN K. W. Hogan Senior Vice President, Chief Financial Officer and Secretary April 20, 1995 F-14 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) ( ) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED) For the fiscal year ended OR (X) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) For the transition period from January 1, 1994 to December 31, 1994 Commission file number 1-7924 VALLEY GAS COMPANY UNION EMPLOYEES SAVINGS PLAN (Full Title of Plan) VALLEY RESOURCES, INC. (Name of Issuer of the Securities held Pursuant to the Plan) 1595 Mendon Road Cumberland, Rhode Island 02864 (Address of Principal Executive Office) Item 9 Financial Statements and Exhibits a) Financial Statements: Page Number Report of Independent Certified Public Accountants F-1 Statements of Financial Condition as of December 31, 1994 and 1993 F-2 - F-3 Statements of Income and Changes in Plan Equity for the years ended December 31, 1994, 1993 and 1992 F-4 - F-6 Notes to Financial Statements F-7 - F-13 Schedules: I - Investments - Other, See Note F of Notes to Financial Statements Schedules II and III have been omitted because the required information is shown in the financial statements b) Exhibits: 23d) Consent of Independent Certified Public Accountants Report of Independent Certified Public Accountants Administrator of the Valley Gas Company Union Employees Savings Plan We have audited the accompanying statements of financial condition of Valley Gas Company Union Employees Savings Plan as of December 31, 1994 and 1993, and the related statements of income and changes in plan equity for each of the three years in the period ended December 31, 1994. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial condition of the Plan as of December 31, 1994 and 1993, and the income and changes in plan equity for each of the three years in the period ended December 31, 1994, in conformity with generally accepted accounting principles. GRANT THORNTON LLP Boston, Massachusetts March 10, 1995 F-1 Valley Gas Company Union Employees Savings Plan STATEMENTS OF FINANCIAL CONDITION December 31, 1994
GALAXY GALAXY MONEY SHORT-TERM EQUITY VALLEY RESOURCES MARKET BOND INCOME STOCK FUND FUND FUND FUND TOTAL ASSETS Investments (Notes A and C) Common Stock of Valley Resources, Inc. at Market Value 27,454 Shares (Cost $275,947.00) $326,016.25 $326,016.25 Other (Note F) $ 0.00 $36,362.73 $95,992.96 0.00 132,355.69 Total Investments 0.00 36,362.73 95,992.96 326,016.25 458,371.94 Cash 0.00 0.00 0.00 0.00 0.00 Money Market 100,596.12 304.25 834.36 7,143.75 108,878.48 Interest Receivable 420.13 0.00 0.00 39.32 459.45 Dividends Receivable 0.00 168.01 8.68 4,804.45 4,981.14 Contributions Receivable 396.10 312.50 691.50 4,049.90 5,450.00 Total Assets $101,412.35 $37,147.49 $97,527.50 $342,053.67 $578,141.01 LIABILITIES AND EQUITY Plan Equity - Including Net Unrealized Deprecia- tion or Appreciation of Investments (Notes A and G) $101,412.35 $37,147.49 $97,527.50 $342,053.67 $578,141.01 Total Liabilities and Equity $101,412.35 $37,147.49 $97,527.50 $342,053.67 $578,141.01 The accompanying Notes are an integral part of these statements.
F-2 Valley Gas Company Union Employees Savings Plan STATEMENTS OF FINANCIAL CONDITION December 31, 1993
GALAXY GALAXY MONEY SHORT-TERM EQUITY VALLEY RESOURCES MARKET BOND INCOME STOCK FUND FUND FUND FUND TOTAL ASSETS Investments (Notes A and C) Common Stock of Valley Resources, Inc. at Market Value 23,073 Shares (Cost $251,446.07) $331,674.38 $331,674.38 Other (Note F) $ 0.00 $39,260.80 $87,672.36 0.00 126,933.16 Total Investments 0.00 39,260.80 87,672.36 331,674.38 458,607.54 Cash 0.00 0.00 0.00 520.49 520.49 Money Market 85,682.11 608.66 1,032.77 0.00 87,323.54 Interest Receivable 207.27 0.00 0.00 0.00 207.27 Dividends Receivable 0.00 147.96 5.73 3,922.41 4,076.10 Contributions Receivable 438.60 233.00 601.00 1,408.40 2,681.00 Total Assets $86,327.98 $40,250.42 $89,311.86 $337,525.68 $553,415.94 LIABILITIES AND EQUITY Plan Equity - Including Net Unrealized Deprecia- tion or Appreciation of Investments (Notes A and G) $86,327.98 $40,250.42 $89,311.86 $337,525.68 $553,415.94 Total Liabilities and Equity $86,327.98 $40,250.42 $89,311.86 $337,525.68 $553,415.94 The accompanying Notes are an integral part of these statements.
F-3 Valley Gas Company Union Employees Savings Plan STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY For The Year Ended December 31, 1994
GALAXY GALAXY MONEY SHORT-TERM EQUITY VALLEY RESOURCES MARKET BOND INCOME STOCK FUND FUND FUND FUND TOTAL Investment Income: Dividends $ 0.00 $ 1,668.83 $ 3,779.25 $ 17,939.08 $ 23,387.16 Interest 3,529.27 31.27 95.09 289.41 3,945.04 Total Investment Income 3,529.27 1,700.10 3,874.34 18,228.49 27,332.20 Net Realized Gain/(Loss) on Disposition of Investments (Note H) 0.00 (241.15) 1,459.94 0.00 1,218.79 Unrealized Appreciation (Depreciation) of Investments (Notes A and G) 0.00 (1,637.70) (4,909.64) (30,159.06) (36,706.40) Contributions (Note B) Participants 11,840.10 7,172.00 20,019.00 31,587.90 70,619.00 Valley Gas Company 29,008.00 29,008.00 Total Contributions 11,840.10 7,172.00 20,019.00 60,595.90 99,627.00 Miscellaneous 0.00 200.58 671.09 (30,597.71) (29,726.04) Total Net Additions 15,369.37 7,193.83 21,114.73 18,067.62 61,745.55 Withdrawals 0.00 (10,057.26) (23,732.63) (2,692.19) (36,482.08) Total Deductions 0.00 (10,057.26) (23,732.63) (2,692.19) (36,482.08) Net Increase (Decrease) 15,369.37 (2,863.43) (2,617.90) 15,375.43 25,263.47 Plan Equity: Beginning of Year 86,327.98 40,250.42 89,311.86 337,525.68 553,415.94 Inter-Plan/Inter-Fund Transfers (285.00) (239.50) 10,833.54 (10,847.44) (538.40) End of Year $101,412.35 $ 37,147.49 $ 97,527.50 $342,053.67 $578,141.01 The accompanying Notes are an integral part of these statements.
F-4 Valley Gas Company Union Employees Savings Plan STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY For The Year Ended December 31, 1993
GALAXY GALAXY MONEY SHORT-TERM EQUITY VALLEY RESOURCES MARKET BOND INCOME STOCK FUND FUND FUND FUND TOTAL Investment Income: Dividends $ 0.00 $ 1,874.94 $ 3,452.98 $ 15,801.67 $ 21,129.59 Interest 2,425.07 39.26 45.12 329.41 2,838.86 Total Investment Income 2,425.07 1,914.20 3,498.10 16,131.08 23,968.45 Net Realized Gain/(Loss) on Disposition of Investments (Note H) 0.00 136.15 0.00 6,589.19 6,725.34 Unrealized Appreciation (Depreciation) of Investments (Notes A and G) 0.00 116.58 2,211.15 24,951.13 27,278.86 Contributions (Note B) Participants 11,442.90 8,602.50 12,575.30 33,060.30 65,681.00 Valley Gas Company 14,910.00 14,910.00 Total Contributions 11,442.90 8,602.50 12,575.30 47,970.30 80,591.00 Miscellaneous 0.00 185.54 448.34 (43,712.02) (43,078.14) Total Net Additions 13,867.97 10,954.97 18,732.89 51,929.68 95,485.51 Withdrawals 0.00 0.00 0.00 (35,044.93) (35,044.93) Total Deductions 0.00 0.00 0.00 (35,044.93) (35,044.93) Net Increase 13,867.97 10,954.97 18,732.89 16,884.75 60,440.58 Plan Equity: Beginning of Year 72,462.91 31,873.51 63,774.41 324,140.89 492,251.72 Inter-Plan/Inter-Fund Transfers (2.90) (2,578.06) 6,804.56 (3,499.96) 723.64 End of Year $ 86,327.98 $40,250.42 $89,311.86 $337,525.68 $553,415.94 The accompanying Notes are an integral part of these statements.
F-5 Valley Gas Company Union Employees Savings Plan STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY For The Year Ended December 31, 1992
GALAXY GALAXY MONEY SHORT-TERM EQUITY VALLEY RESOURCES MARKET BOND INCOME STOCK FUND FUND FUND FUND TOTAL Investment Income: Dividends $ 0.00 $ 671.70 $ 210.86 $ 14,057.12 $ 14,939.68 Interest 2,382.83 45.10 61.02 429.52 2,918.47 Total Investment Income 2,382.83 716.80 271.88 14,486.64 17,858.15 Net Realized Gain/(Loss) on Disposition of Investments (Note H) 0.00 2,745.99 425.79 3,899.82 7,071.60 Unrealized Appreciation (Depreciation) of Investments (Notes A and G) 0.00 (2,645.96) 981.21 75,650.56 73,985.81 Contributions (Note B) Participants 11,352.60 7,761.00 8,527.10 41,196.30 68,837.00 Valley Gas Company 15,480.00 15,480.00 Total Contributions 11,352.60 7,761.00 8,527.10 56,676.30 84,317.00 Miscellaneous 0.00 60.73 874.87 2.42 938.02 Total Net Additions 13,735.43 8,638.56 11,080.85 150,715.74 184,170.58 Withdrawals 0.00 0.00 (3,423.79) (7,394.01) (10,817.80) Total Deductions 0.00 0.00 (3,423.79) (7,394.01) (10,817.80) Net Increase 13,735.43 8,638.56 7,657.06 143,321.73 173,352.78 Plan Equity: Beginning of Year 59,884.07 14,779.64 26,249.53 230,123.50 331,036.74 Inter-Plan/Inter-Fund Transfers (1,156.59) 8,455.31 29,867.82 (49,304.34) (12,137.80) End of Year $72,462.91 $31,873.51 $63,774.41 $324,140.89 $492,251.72 The accompanying Notes are an integral part of these statements.
F-6 Valley Gas Company Union Employees Savings Plan NOTES TO FINANCIAL STATEMENTS December 31, 1994, 1993 and 1992 NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The financial statements of Valley Gas Company Union Employees Savings Plan (the "Plan"), have been prepared in accordance with generally accepted accounting principles as applied to Employee Benefit Plans. Valuation of Investments Investments are held by a bank-administered trust fund and are stated at their approximate market value. The change in the difference between market value and the cost of investments is reflected in the statement of income and changes in plan equity as unrealized appreciation (depreciation) of assets. NOTE B - SUMMARY OF PLAN PROVISIONS Effective Date: April 1, 1987. Plan Year: January 1 through December 31. Valuation Date: The Trustee will value the Fund on the last day of each quarter of each Plan year. Plan Administrator: Valley Gas Company is the Plan's Administrator and will determine the benefits payable. Coverage: All employees of Valley Gas Company who are members of the collective bargaining unit and satisfy the eligibility requirements. Eligibility: Union employees are eligible for membership on either January 1 or July 1 of each Plan year following the date on which they have attained the age of 21 and completion of one year of service. Normal Retirement The retirement benefit of a member on their normal Benefit: retirement date is equal to 100% of their account as of the valuation date immediately following or coinciding with his normal retirement. F-7 Valley Gas Company Union Employees Savings Plan NOTES TO FINANCIAL STATEMENTS - CONTINUED December 31, 1994, 1993 and 1992 NOTE B - SUMMARY OF PLAN PROVISIONS - Continued Normal Form of Payment: The Plan offers members two methods of payment: (1) equal or substantially equal quarterly or annual installments calculated to extend over any period which does not exceed the life expectancy of the member or joint life expectancy of the member and their spouse or other designated beneficiary, or (2) a lump sum payment. Pre-Retirement Death: In the event of a death of a member, their designated beneficiary will be entitled to receive 100% of the amount of their accounts as of the valuation date. Disability Benefit: A member who becomes disabled to the extent that they no longer remain in the employ of the Company is entitled to receive 100% of their account as of the valuation date. Hardship Withdrawals: Withdrawals of tax-deductible contributions are permitted. Member Loans: Member loans are not permitted. Contributions: For each Plan year the employer will make a contribution to the Plan from its net profits on behalf of each member with a Compensation Deferral Agreement in effect for all or any portion of the Plan year in an amount equal to 50% of the Compensation Deferral Contribution made to the Plan during such year pursuant to such Member's Compensation Deferral Agreement. The maximum compensation deferral contributions in any plan year with respect to which the employer will make any matching contributions will be an amount equal to 2% of the member's compensation during such plan year. Effective July 1, 1994, the matching contributions will be fifty cents per one dollar contributed by the employee up to the first 4% of annual base pay. A member may in any plan year make voluntary after tax contributions to the Plan which will be added to his account in the Fund and invested by the Trustee. F-8 Valley Gas Company Union Employees Savings Plan NOTES TO FINANCIAL STATEMENTS - CONTINUED December 31, 1994, 1993 and 1992 NOTE B - SUMMARY OF PLAN PROVISIONS - Continued However, the aggregate voluntary contributions made by a member may not exceed 10% of the total remuneration paid to him by the Employer for the plan year. Compensation Deferral Contributions: The minimum and maximum reductions in compensation that may be specified by a member for any payroll period will be 1% and 20%, respectively, of their compensation for such payroll period. Forfeitures: Forfeitures of discretionary employer contributions will be used to reduce matching employee contributions thereafter required to be made by the employer. Vesting: A member will become vested in a percentage of his account attributable to employer contributions in the following percentages: Years of Service Percentage Less than 1 year -0-% 1 10 2 20 3 30 4 40 5 60 6 80 7 100 Normal Retirement Date: The normal retirement age or date will be a member's 65th birthday. NOTE C - INVESTMENTS Investments Investments are comprised of the following funding options available to participants of the Plan: F-9 Valley Gas Company Union Employees Savings Plan NOTES TO FINANCIAL STATEMENTS - CONTINUED December 31, 1994, 1993 and 1992 NOTE C - INVESTMENTS - Continued I. The Money Market Fund An FDIC insured money market fund offered by Fleet National Bank. Rates are set weekly based upon the average rate of ten of the largest money market funds in the United States. The objective is to offer an investment that will reflect the general level of interest rates on short-term investments with little or no risk of loss of principal. II. The Galaxy Short-Term Bond Fund The Galaxy Short-Term Bond Fund's objective is to earn high current income while preserving capital. Most of the Fund's assets are in U.S. Government or corporate debt obligations rated in the top three categories of Standard & Poor or Moody's Investors Service, or unrated securities deemed to be of comparable quality. Average maturity of the Fund's investments typically range from one to three years. III. The Galaxy Equity Income Fund The Galaxy Equity Income Fund's objective is to seek current income and capital appreciation. The Fund primarily invests in common stock and convertible securities. The Fund will seek to achieve a fund yield that will generally exceed the yield of the Standard & Poor 500 by at least 30 percent. IV. The Valley Resources Stock Fund A fund that invests exclusively in the common stock of Valley Resources, Inc. - parent of Valley Gas Company. During 1992, the trustee sold all of the units in the medium-term fixed income fund. The income received was then invested in the Galaxy Short-term Bond Fund. A member may direct the Trustee with respect to the investment of his account in each fund. The plan administrator has investment discretion attributable to employer contributions. Employer contributions are invested in the Valley Resources stock fund. Dividends, interest and contributions that have yet to be invested in that particular fund's assets are temporarily invested in money market accounts. F-10 Valley Gas Company Union Employees Savings Plan NOTES TO FINANCIAL STATEMENTS - CONTINUED December 31, 1994, 1993 and 1992 NOTE C - INVESTMENTS - Continued The number of participants in each fund was as follows:
December 31, 1994 1993 Money Market Fund 14 12 Galaxy Short-Term Bond Fund 14 13 Galaxy Equity Income Fund 30 23 Valley Resources, Inc. Common Stock Fund 43 35
The total number of participants in the Plan was less than the sum of the number of participants shown above because many were participating in more than one fund. Amounts contributed to the participants' accounts by the Company are taxable to the participants in the year of distribution. Contributions made by participants are deductible for Federal income tax purposes up to specified limits. NOTE D - STATUS OF PLAN The Plan received a favorable determination letter from the Internal Revenue Service dated October 20, 1988, granting a qualified tax status. NOTE E - TERMINATION OF PLAN The employer may terminate the Plan at any time. The Plan has no definite termination date. In the event of termination of the Plan by the Employer all amounts credited to participants accounts will vest. NOTE F - INVESTMENTS - OTHER
DECEMBER 31, 1994 APPROXIMATE MARKET UNITS COST VALUE The Galaxy Short-Term Bond Fund 3,756 $37,814.03 $36,362.73 The Galaxy Equity Income Fund 7,888 $94,531.19 $95,992.96
F-11 Valley Gas Company Union Employees Savings Plan NOTES TO FINANCIAL STATEMENTS - CONTINUED December 31, 1994, 1993 and 1992 NOTE F - INVESTMENTS - OTHER - Continued
DECEMBER 31, 1993 APPROXIMATE MARKET UNITS COST VALUE The Galaxy Short-Term Bond Fund 3,860 $39,074.40 $39,260.80 The Galaxy Equity Income Fund 6,969 $81,300.95 $87,672.36
DECEMBER 31, 1992 APPROXIMATE MARKET UNITS COST VALUE The Galaxy Short-Term Bond Fund 3,082 $30,906.27 $30,976.09 The Galaxy Equity Income Fund 5,182 $58,853.70 $63,013.98
NOTE G - NET UNREALIZED APPRECIATION (DEPRECIATION) OF PLAN ASSETS
GALAXY GALAXY SHORT-TERM EQUITY VALLEY RESOURCES BOND INCOME STOCK FUND FUND FUND TOTAL Balance at Dec. 31, 1991 $ 2,715.78 $ 3,179.05 $(20,373.38) $(14,478.55) Change for the year 1992 (2,645.96) 981.21 75,650.56 73,985.81 Balance at Dec. 31, 1992 69.82 4,160.26 55,277.18 59,507.26 Change for the year 1993 116.58 2,211.15 24,951.13 27,278.86 Balance at Dec. 31, 1993 $ 186.40 $ 6,371.41 $ 80,228.31 $ 86,786.12 Change for the year 1994 (1,637.70) (4,909.64) (30,159.06) (36,706.40) Balance at Dec. 31, 1994 $(1,451.30) $ 1,461.77 $ 50,069.25 $ 50,079.72
F-12 Valley Gas Company Union Employees Savings Plan NOTES TO FINANCIAL STATEMENTS - CONTINUED December 31, 1994, 1993 and 1992 NOTE H - NET REALIZED GAIN (LOSS) ON DISPOSITION OF PLAN ASSETS
YEAR ENDED DECEMBER 31, 1994 GALAXY GALAXY EQUITY VALLEY RESOURCES SHORT TERM INCOME STOCK BOND FUND FUND TOTAL Amount Realized $ 9,880.00 $24,920.00 $ 0.00 $34,800.00 Cost - Average 10,121.15 23,460.06 0.00 33,581.21 Net Realized Gain (Loss) $ (241.15) $ 1,459.94 $ 0.00 $ 1,218.79
YEAR ENDED DECEMBER 31, 1993 GALAXY GALAXY EQUITY VALLEY RESOURCES SHORT TERM INCOME STOCK BOND FUND FUND TOTAL Amount Realized $12,695.00 $ 0.00 $32,540.37 $45,235.37 Cost - Average 12,558.85 0.00 25,951.18 38,510.03 Net Realized Gain $ 136.15 $ 0.00 $ 6,589.19 $ 6,725.34
YEAR ENDED DECEMBER 31, 1992 GALAXY GALAXY EQUITY VALLEY RESOURCES SHORT-TERM INCOME STOCK BOND FUND FUND TOTAL Amount Realized $14,277.43 $ 4,500.26 $76,137.45 $94,915.14 Cost - Average 11,531.44 4,074.47 72,237.63 87,843.54 Net Realized Gain $ 2,745.99 $ 425.79 $ 3,899.82 $ 7,071.60
F-13 Exhibit 23d Consent of Independent Certified Public Accountants We have issued our report dated March 10, 1995, accompanying the financial statements of the Valley Gas Company Union Employees Savings Plan contained in the Annual Report on Form 11-K for the year ended December 31, 1994. We hereby consent to the incorporation by reference of said report in the Valley Gas Company Union Employees Savings Plan Registration Statement on Form S-8/S-3 (File No. 33-33575). GRANT THORNTON LLP Boston, Massachusetts April 14, 1995 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 thereunto duly authorized. VALLEY GAS COMPANY UNION EMPLOYEES SAVINGS PLAN K. W. Hogan Senior Vice President, Chief Financial Officer and Secretary April 20, 1995 F-14 -----END PRIVACY-ENHANCED MESSAGE-----