-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FHylydC5krrTHtPgshYOMHcZroHnIfdxP/Nl41I0s5XJxlLpHbv8FPUe1mnF/Hh2 4/8DgZEsnu9Dt+e3lckIrw== 0000102710-97-000047.txt : 19970430 0000102710-97-000047.hdr.sgml : 19970430 ACCESSION NUMBER: 0000102710-97-000047 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960831 FILED AS OF DATE: 19970429 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: VALLEY RESOURCES INC /RI/ CENTRAL INDEX KEY: 0000102710 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS DISTRIBUTION [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: 97589964 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, 1996 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, 1996. Annual Report on Form 11-K of Valley Gas Company Union Employees Savings Plan for the plan year ended December 31, 1996. 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 29, 1997 By S/K. W. Hogan ----------------------------------- K. W. Hogan Sr. Vice President, CFO & 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, 1996 to December 31, 1996 --------------- ----------------- 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, 1996 and 1995 F-2 - F-3 Statements of Income and Changes in Plan Equity for the years ended December 31, 1996, 1995 and 1994 F-4 - F-6 Notes to Financial Statements F-7 - F-13 Schedules: I - Investments - Other, See Note E of Notes to Financial Statements Schedules II and III have been omitted because the required information is shown in the financial statements b) Exhibits: 24d) 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, 1996 and 1995, and the related statements of income and changes in plan equity for each of three years in the period ended December 31, 1996. 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, 1996 and 1995, and the income and changes in plan equity for each of three years in the period ended December 31, 1996, in conformity with generally accepted accounting principles. S/Grant Thornton LLP GRANT THORNTON LLP Boston, Massachusetts April 7, 1997 F-1 Valley Gas Company Employees Savings Plan STATEMENTS OF FINANCIAL CONDITION December 31, 1996
GALAXY GALAXY MONEY SHORT-TERM EQUITY VALLEY RESOURCES MARKET BOND INCOME STOCK ASSETS FUND FUND FUND FUND TOTAL - ------ -------------------------------------------------------------------------------- Investments (Notes A and C) Common Stock of Valley Resources, Inc. at Market Value 206,904 Shares (Cost $2,471,933.04) $2,327,670.00 $2,327,670.00 Other (Note E) $ 0.00 $ 0.00 $ 0.00 0.00 0.00 ----------- ----------- ------------- ------------- ------------- Total Investments 0.00 0.00 0.00 2,327,670.00 2,327,670.00 Cash 257,467.79 281,964.29 1,269,479.20 4,304.33 1,813,215.61 Money Market 0.00 0.00 0.00 0.00 0.00 Interest Receivable 1,051.49 0.56 4.94 39.84 1,096.83 Dividends Receivable 0.00 1,268.74 0.00 37,759.98 39,028.72 Contributions Receivable 392.40 810.00 4,206.10 5,619.50 11,028.00 ----------- ----------- ------------- ------------- ------------- Total Assets $258,911.68 $284,043.59 $1,273,690.24 $2,375,393.65 $4,192,039.16 =========== =========== ============= ============= ============= LIABILITIES AND EQUITY Plan Equity - Including Net Unrealized Deprecia- tion or Appreciation of Investments (Notes A and F) $258,911.68 $284,043.59 $1,273,690.24 $2,375,393.65 $4,192,039.16 ----------- ----------- ------------- ------------- ------------- Total Liabilities and Equity $258,911.68 $284,043.59 $1,273,690.24 $2,375,393.65 $4,192,039.16 =========== =========== ============= ============= =============
The accompanying Notes are an integral part of these statements. F-2 Valley Gas Company Employees Savings Plan STATEMENTS OF FINANCIAL CONDITION December 31, 1995
GALAXY GALAXY MONEY SHORT-TERM EQUITY VALLEY RESOURCES MARKET BOND INCOME STOCK ASSETS FUND FUND FUND FUND TOTAL - ------ ---------------------------------------------------------------------------- Investments (Notes A and C) Common Stock of Valley Resources, Inc. at Market Value 199,184 Shares (Cost $2,380,386.04) $2,166,126.00 $2,166,126.00 Other (Note E) $ 0.00 $265,528.61 $987,401.25 0.00 1,252,929.86 ----------- ----------- ----------- ------------- ------------- Total Investments 0.00 265,528.61 987,401.25 2,166,126.00 3,419,055.86 Cash 327.00 216.40 579.70 693.90 1,817.00 Money Market 282,360.52 2,164.47 8,253.04 9,776.33 302,554.36 Interest Receivable 1,213.83 0.00 0.00 44.58 1,258.41 Dividends Receivable 0.00 1,266.07 36.54 35,853.12 37,155.73 Contributions Receivable 896.30 875.40 3,316.30 7,456.00 12,544.00 ----------- ----------- ----------- ------------- ------------- Total Assets $284,797.65 $270,050.95 $999,586.83 $2,219,949.93 $3,774,385.36 =========== =========== =========== ============= ============= LIABILITIES AND EQUITY Plan Equity - Including Net Unrealized Deprecia- tion or Appreciation of Investments (Notes A and F) $284,797.65 $270,050.95 $999,586.83 $2,219,949.93 $3,774,385.36 ----------- ----------- ----------- ------------- ------------- Total Liabilities and Equity $284,797.65 $270,050.95 $999,586.83 $2,219,949.93 $3,774,385.36 =========== =========== =========== ============= =============
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, 1996
GALAXY GALAXY MONEY SHORT-TERM EQUITY VALLEY RESOURCES MARKET BOND INCOME STOCK FUND FUND FUND FUND TOTAL ------------------------------------------------------------------------ Investment Income: Common Stock $ 0.00 $ 14,685.46 $ 143,770.36 $ 153,360.61 $ 311,816.43 Interest 13,407.17 114.64 599.60 900.93 15,022.34 ----------- ----------- ------------- ------------- ------------- Total Investment Income 13,407.17 14,800.10 144,369.96 154,261.54 326,838.77 Net Realized Gain/(Loss) on Disposition of Investments (Note G) 0.00 (1,222.89) 286,735.22 (2,976.99) 282,535.34 ----------- ----------- ------------- ------------- ------------- Unrealized Appreciation (Depreciation) of Investments (Notes A and F) 0.00 (3,342.98) (220,435.03) 69,997.00 (153,781.01) ----------- ----------- ------------- ------------- ------------- Contributions (Note A) Participants 25,566.40 28,091.60 144,000.30 119,794.70 317,453.00 Valley Gas Company 0.00 0.00 0.00 93,837.00 93,837.00 ----------- ----------- ------------- ------------- ------------- Total Contributions 25,566.40 28,091.60 144,000.30 213,631.70 411,290.00 ----------- ----------- ------------- ------------- ------------- Miscellaneous 0.00 1,471.39 8,557.10 0.00 10,028.49 ----------- ----------- ------------- ------------- ------------- Total Net Additions 38,973.57 39,797.22 363,227.55 434,913.25 876,911.59 ----------- ----------- ------------- ------------- ------------- Withdrawals (44,216.66) (868.37) (230,637.32) (183,535.44) (459,257.79) ----------- ----------- ------------- ------------- ------------- Total Deductions (44,216.66) (868.37) (230,637.32) (183,535.44) (459,257.79) ----------- ----------- ------------- ------------- ------------- Net Increase (Decrease) (5,243.09) 38,928.85 132,590.23 251,377.81 417,653.80 Plan Equity: Beginning of Year 284,797.65 270,050.95 999,586.83 2,219,949.93 3,774,385.36 Inter-Plan/Inter-Fund Transfers (20,642.88) (24,936.21) 141,513.18 (95,934.09) 0.00 ----------- ----------- ------------- ------------- ------------- End of Year $258,911.68 $284,043.59 $1,273,690.24 $2,375,393.65 $4,192,039.16 =========== =========== ============= ============= =============
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, 1995
GALAXY GALAXY MONEY SHORT-TERM EQUITY VALLEY RESOURCES MARKET BOND INCOME STOCK FUND FUND FUND FUND TOTAL -------------------------------------------------------------------------- Investment Income: Common Stock $ 0.00 $ 16,891.62 $ 54,191.13 $ 135,770.33 $ 206,853.08 Interest 13,502.22 138.70 499.51 1,874.02 16,014.45 ----------- ----------- ----------- ------------- ------------ Total Investment Income 13,502.22 17,030.32 54,690.64 137,644.35 222,867.53 Net Realized Gain/(Loss) on Disposition of Investments (Note G) 0.00 (1,637.11) 0.00 (3,119.99) (4,757.10) ----------- ----------- ----------- ------------- ------------- Unrealized Appreciation (Depreciation) of Investments (Notes A and F) 0.00 15,447.03 178,176.74 (180,685.06) 12,938.71 ----------- ----------- ----------- ------------- ------------- Contributions (Note A) Participants 31,176.60 26,197.10 87,587.60 130,934.70 275,896.00 Valley Gas Company 0.00 0.00 0.00 91,669.00 91,669.00 ----------- ----------- ----------- ------------- ------------- Total Contributions 31,176.60 26,197.10 87,587.60 222,603.70 367,565.00 ----------- ----------- ----------- ------------- ------------- Miscellaneous 0.00 1,607.34 5,836.86 0.00 7,444.20 ----------- ----------- ----------- ------------- ------------- Total Net Additions 44,678.82 58,644.68 326,291.84 176,443.00 606,058.34 ----------- ----------- ----------- ------------- ------------- Withdrawals (1,994.82) (68,094.62) (500.55) (129,064.90) (199,654.89) ----------- ----------- ----------- ------------- ------------- Total Deductions (1,994.82) (68,094.62) (500.55) (129,064.90) (199,654.89) ----------- ----------- ----------- ------------- ------------- Net Increase (Decrease) 42,684.00 (9,449.94) 325,791.29 47,378.10 406,403.45 Plan Equity: Beginning of Year 238,983.30 325,304.23 624,406.02 2,172,903.36 3,361,596.91 Inter-Plan/Inter-Fund Transfers 3,130.35 (45,803.34) 49,389.52 (331.53) 6,385.00 ----------- ----------- ----------- ------------- ------------- End of Year $284,797.65 $270,050.95 $999,586.83 $2,219,949.93 $3,774,385.36 =========== =========== =========== ============= =============
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, 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 G) 0.00 0.00 532.45 0.00 532.45 ----------- ----------- ----------- ------------- ------------- Unrealized Appreciation (Depreciation) of Investments (Notes A and F) 0.00 (15,087.88) (19,898.30) (389,239.72) (424,225.90) ----------- ----------- ----------- ------------- ------------- Contributions (Note A) 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-6 Valley Gas Company Employees Savings Plan NOTES TO FINANCIAL STATEMENTS December 31, 1996, 1995 and 1994 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. The following description of The Valley Gas Company Employees Savings Plan provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. General - ------- The plan is a defined contribution plan covering all employees of Valley Gas Company who are not members of the collective bargaining unit and satisfy the eligibility requirements. Contributions - ------------- A member may authorize a Basic Employee Contribution from 1% to 12% with a maximum contribution not to exceed $9,500 in any one year. The employer shall contribute as of December 31, of each plan year from current or accumulated net profits on behalf of each member participating of the Plan on December 31, of each plan year, an amount equal to 50% of the employee contribution made up to 4% of the employee's annual compensation. Participant Accounts - -------------------- Each participant's account is credited with the participant's contribution and allocations of (a) the Company's contribution and, (b) plan earnings. Allocations are based on participant earnings or account balances as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account. The plan administrator will pay for substantially all expenses of the plan. F- 7 Valley Gas Company Employees Savings Plan NOTES TO FINANCIAL STATEMENTS December 31, 1996, 1995 and 1994 Vesting - ------- Participants are immediately vested in their contribution plus actual earning thereon. Vesting in the Company's matching and discretionary contribution portion of their accounts plus actual earnings thereon is based on years of continuous service. A participant is 100 percent vested after seven years of credited service. If a participant terminates employment for any reason other than disability or retirement, he will be entitled to the full amount of contributions he has deposited plus a percentage of his account balance derived from employer contributions based upon the following schedule: Years of Service % Vested ---------------- -------- Less than 1 year -0-% 1 10 2 20 3 30 4 40 5 60 6 80 7 100 A member will become vested in the Company's matching contribution as a result of disability, death or retirement in accordance with the above schedule. Participant Loans Receivable - ---------------------------- Member loans are not permitted. Payments of Benefits - -------------------- On termination of service due to disability, death or retirement, a participant may elect to receive either a lump sum payment equal to the value of the participants vested interest in his account, or equal quarterly or annual installments over a period not to exceed the life expectancy of the member or joint life expectancy of the member and spouse or other beneficiary. Benefits are recorded when paid. Valuation of Investments - ------------------------ Investments are held by a bank-administered trust fund and are stated at their approximate current market value. The difference between current market value and the cost of investments are reflected in the statement of income and changes in plan equity as unrealized appreciation or (depreciation) of fair value of investments. F-8 Valley Gas Company Employees Savings Plan NOTES TO FINANCIAL STATEMENTS December 31, 1996, 1995 and 1994 Management Estimates - -------------------- In preparing the financial statements in conformity to GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and revenues and expenses during the reporting period. Actual results could differ from those estimates. 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. Basis of Accounting: The financial statements of the Plan are prepared under the accrual method of accounting. 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 Date: The normal retirement age or date will be a member's 65th birthday. Forfeitures: A member who terminates his employment prior to becoming eligible for benefits and does not have a 100% vested right to Company contributions forfeits the amounts not vested. Forfeitures of discretionary employer contributions will be used to reduce matching employee contributions thereafter required to be made by the employer. Plan Terminations: 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. F-9 Valley Gas Company Employees Savings Plan NOTES TO FINANCIAL STATEMENTS - CONTINUED December 31, 1996, 1995 and 1994 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 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. A member shall 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 Employees Savings Plan NOTES TO FINANCIAL STATEMENTS - CONTINUED December 31, 1996, 1995 and 1994 NOTE C - INVESTMENTS - Continued The number of participants in each fund was as follows:
December 31, 1996 1995 ---- ---- Money Market Fund 32 44 Galaxy Short-Term Bond Fund 39 40 Galaxy Equity Income Fund 79 73 Valley Resources, Inc. Common Stock Fund 99 115
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 - TRANSFER OF PLAN ASSETS On December 31, 1996, the Plan Administrator directed the sale of all plan assets to be transferred via wire to the New York Life Benefits Services, Inc. NYL Receipt Account. Prior to the transfer, these investments were converted to cash. These funds were all received in the NYL Receipt Account on January 2, 1997. This transfer was made as a result of a change in custodianship of assets. All assets were placed into like/kind New York Life funds. F-11 Valley Gas Company Employees Savings Plan NOTES TO FINANCIAL STATEMENTS - CONTINUED December 31, 1996, 1995 and 1994 NOTE E - INVESTMENTS - OTHER
DECEMBER 31, 1995 ----------------------------------- APPROXIMATE MARKET UNITS COST VALUE ----------------------------------- The Galaxy Short-Term Bond Fund 26,135 $262,185.63 $265,528.61 The Galaxy Equity Income Fund 64,368 $766,966.22 $987,401.25
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
NOTE F - 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, 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) Change for the year 1995 15,447.03 178,176.74 (180,685.06) 12,938.71 ----------- ----------- ------------ ------------ Balance at Dec. 31, 1995 3,342.98 220,435.03 (214,260.03) 9,517.98 Change for the year 1996 (3,342.98) (220,435.03) 69,997.00 (153,781.01) ----------- ----------- ------------ ------------ Balance at Dec. 31, 1996 $ 0.00 $ 0.00 $(144,263.03) $(144,263.03) =========== ============ ============ ============
F-12 Valley Gas Company Employees Savings Plan NOTES TO FINANCIAL STATEMENTS - CONTINUED December 31, 1996, 1995 and 1994 NOTE G - NET REALIZED GAIN (LOSS) ON DISPOSITION OF PLAN ASSETS
YEAR ENDED DECEMBER 31, 1996 ------------------------------------------------------ GALAXY GALAXY SHORT-TERM EQUITY VALLEY RESOURCES BOND INCOME STOCK FUND FUND FUND TOTAL ------------------------------------------------------ Amount Realized $304,855.19 $1,482,772.40 $174,546.50 $1,962,174.09 Cost - Average 306,078.08 1,196,037.18 177,523.49 1,679,638.75 ----------- ------------- ----------- ------------- Net Realized Gain (Loss) $ (1,222.89) $ 286,735.22 $ (2,976.99) $ 282,535.34 =========== ============= =========== =============
YEAR ENDED DECEMBER 31, 1995 ------------------------------------------------------ GALAXY GALAXY SHORT-TERM EQUITY VALLEY RESOURCES BOND INCOME STOCK FUND FUND FUND TOTAL ------------------------------------------------------ Amount Realized $107,254.00 $ 0.00 $36,980.75 $144,234.75 Cost - Average 108,891.11 0.00 40,100.74 148,991.85 ----------- -------- ---------- ----------- Net Realized Loss $ (1,637.11) $ 0.00 $(3,119.99) $ (4,757.10) =========== ======== ========== ===========
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 ===== ========= ===== =========
NOTE H - TAX STATUS OF PLAN The Internal Revenue Service has determined and informed the Company by a letter dated August 3, 1987, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (IRC). F-13 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 S/K. W. Hogan ----------------------------------------- K. W. Hogan Senior Vice President, CFO and Secretary April 29, 1997 F-14 Exhibit 24d ----------- Consent of Independent Certified Public Accountants --------------------------------------------------- We have issued our report dated April 7, 1997, 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, 1996. 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). S/Grant Thornton LLP GRANT THORNTON LLP Boston, Massachusetts April 28, 1997 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, 1996 to December 31, 1996 --------------- ----------------- 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, 1996 and 1995 F-2 - F-3 Statements of Income and Changes in Plan Equity for the years ended December 31, 1996, 1995 and 1994 F-4 - F-6 Notes to Financial Statements F-7 - F-14 Schedules: I - Investments - Other, See Note E of Notes to Financial Statements Schedules II and III have been omitted because the required information is shown in the financial statements b) Exhibits: 24d) 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, 1996 and 1995, and the related statements of income and changes in plan equity for each of the three years in the period ended December 31, 1996. 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, 1996 and 1995, and the income and changes in plan equity for each of the three years in the period ended December 31, 1996, in conformity with generally accepted accounting principles. S/Grant Thornton LLP GRANT THORNTON LLP Boston, Massachusetts April 7, 1997 F-1 Valley Gas Company Union Employees Savings Plan STATEMENTS OF FINANCIAL CONDITION December 31, 1996
GALAXY GALAXY MONEY SHORT-TERM EQUITY VALLEY RESOURCES MARKET BOND INCOME STOCK ASSETS FUND FUND FUND FUND TOTAL - ------ ------------------------------------------------------------------ Investments (Notes A and C) Common Stock of Valley Resources, Inc. at Market Value 42,512 Shares (Cost $449,407.75) $478,260.00 $478,260.00 Other (Note E) $ 0.00 $ 0.00 $ 0.00 0.00 0.00 ---------- ---------- ----------- ----------- ----------- Total Investments 0.00 0.00 0.00 478,260.00 478,260.00 Cash 37,954.00 51,373.47 205,907.73 5,041.57 300,276.77 Money Market 0.00 0.00 0.00 0.00 0.00 Interest Receivable 138.89 0.00 0.00 17.91 156.80 Dividends Receivable 0.00 230.59 1.49 7,758.44 7,990.52 Contributions Receivable 0.00 0.00 0.00 1,320.00 1,320.00 ---------- ---------- ----------- ----------- ----------- Total Assets $38,092.89 $51,604.06 $205,909.22 $492,397.92 $788,004.09 ========== ========== =========== =========== =========== LIABILITIES AND EQUITY Plan Equity - Including Net Unrealized Deprecia- tion or Appreciation of Investments (Notes A and F) $38,092.89 $51,604.06 $205,909.22 $492,397.92 $788,004.09 ---------- ---------- ----------- ----------- ----------- Total Liabilities and Equity $38,092.89 $51,604.06 $205,909.22 $492,397.92 $788,004.09 ========== ========== =========== =========== ===========
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, 1995
GALAXY GALAXY MONEY SHORT-TERM EQUITY VALLEY RESOURCES MARKET BOND INCOME STOCK ASSETS FUND FUND FUND FUND TOTAL - ------ ------------------------------------------------------------------ Investments (Notes A and C) Common Stock of Valley Resources, Inc. at Market Value 35,183 Shares (Cost $361,594.94) $382,615.13 $382,615.13 Other (Note E) $ 0.00 $46,619.77 $149,973.81 0.00 196,593.58 ---------- ---------- ----------- ----------- ----------- Total Investments 0.00 46,619.77 149,973.81 382,615.13 579,208.71 Cash 158.80 119.00 522.70 0.00 800.50 Money Market 35,887.89 372.81 1,227.35 2,792.99 40,281.04 Interest Receivable 153.89 0.00 0.00 17.08 170.97 Dividends Receivable 0.00 216.48 6.93 6,332.94 6,556.35 Contributions Receivable 158.80 119.00 522.70 2,045.50 2,846.00 ---------- ---------- ----------- ----------- ----------- Total Assets $36,359.38 $47,447.06 $152,253.49 $393,803.64 $629,863.57 ========== ========== =========== =========== =========== LIABILITIES AND EQUITY Plan Equity - Including Net Unrealized Deprecia- tion or Appreciation of Investments (Notes A and F) $36,359.38 $47,447.06 $152,253.49 $393,803.64 $629,863.57 ---------- ---------- ----------- ----------- ----------- Total Liabilities and Equity $36,359.38 $47,447.06 $152,253.49 $393,803.64 $629,863.57 ========== ========== =========== =========== ===========
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, 1996
GALAXY GALAXY MONEY SHORT-TERM EQUITY VALLEY RESOURCES MARKET BOND INCOME STOCK FUND FUND FUND FUND TOTAL ------------------------------------------------------------------ Investment Income: Common Stock $ 0.00 $ 2,577.66 $ 20,299.10 $ 28,943.33 $ 51,820.09 Interest 1,590.34 20.34 81.12 302.27 1,994.07 ---------- ---------- ----------- ----------- ----------- Total Investment Income 1,590.34 2,598.00 20,380.22 29,245.60 53,814.16 Net Realized Gain/(Loss) on Disposition of Investments (Note G) 0.00 (193.35) 37,627.36 114.80 37,548.81 ---------- ---------- ----------- ----------- ----------- Unrealized Appreciation (Depreciation) of Investments (Notes A and F) 0.00 (564.40) (27,480.32) 7,832.06 (20,212.66) ---------- ---------- ----------- ----------- ----------- Contributions (Note A) Participants 7,472.80 5,616.00 27,636.40 37,087.80 77,813.00 Valley Gas Company 29,155.00 29,155.00 ---------- ---------- ----------- ----------- ----------- Total Contributions 7,472.80 5,616.00 27,636.40 66,242.80 106,968.00 ---------- ---------- ----------- ----------- ----------- Miscellaneous 0.00 257.01 1,249.84 0.00 1,506.85 ---------- ---------- ----------- ----------- ----------- Total Net Additions 9,063.14 7,713.26 59,413.50 103,435.26 179,625.16 ---------- ---------- ----------- ----------- ----------- Withdrawals (6,773.39) (3,556.26) (6,839.37) (4,315.62) (21,484.64) ---------- ---------- ----------- ----------- ----------- Total Deductions (6,773.39) (3,556.26) (6,839.37) (4,315.62) (21,484.64) ---------- ---------- ----------- ----------- ----------- Net Increase (Decrease) 2,289.75 4,157.00 52,574.13 99,119.64 158,140.52 Plan Equity: Beginning of Year 36,359.38 47,447.06 152,253.49 393,803.64 629,863.57 Inter-Plan/Inter-Fund Transfers (556.24) 0.00 1,081.60 (525.36) 0.00 ---------- ---------- ----------- ----------- ----------- End of Year $38,092.89 $51,604.06 $205,909.22 $492,397.92 $788,004.09 ========== ========== =========== =========== ===========
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, 1995
GALAXY GALAXY MONEY SHORT-TERM EQUITY VALLEY RESOURCES MARKET BOND INCOME STOCK FUND FUND FUND FUND TOTAL -------------------------------------------------------------------- Investment Income: Dividends $ 0.00 $2,429.00 $ 8,198.99 $ 23,396.30 $ 34,024.29 Interest 4,023.81 23.92 80.54 347.66 4,475.93 ---------- ---------- ----------- ----------- ----------- Total Investment Income 4,023.81 2,452.92 8,279.53 23,743.96 38,500.22 Net Realized Gain/(Loss) on Disposition of Investments (Note G) 0.00 (26.62) 908.36 21.97 903.71 ---------- ---------- ----------- ----------- ----------- Unrealized Appreciation (Depreciation) of Investments (Notes A and F) 0.00 2,015.70 26,018.55 (29,049.06) (1,014.81) ---------- ---------- ----------- ----------- ----------- Contributions (Note A) Participants 10,860.80 8,179.70 26,484.40 38,010.10 83,535.00 Valley Gas Company 27,510.00 27,510.00 ---------- ---------- ----------- ----------- ----------- Total Contributions 10,860.80 8,179.70 26,484.40 65,520.10 111,045.00 ---------- ---------- ----------- ----------- ----------- Miscellaneous 0.00 223.45 882.31 0.00 1,105.76 ---------- ---------- ----------- ----------- ----------- Total Net Additions 14,884.61 12,845.15 62,573.15 60,236.97 150,539.88 ---------- ---------- ----------- ----------- ----------- Withdrawals (79,419.58) (50.62) (4,332.82) (8,629.33) (92,432.35) ---------- ---------- ----------- ----------- ----------- Total Deductions (79,419.58) (50.62) (4,332.82) (8,629.33) (92,432.35) ---------- ---------- ----------- ----------- ----------- Net Increase (Decrease) (64,534.97) 12,794.53 58,240.33 51,607.64 58,107.53 ---------- ---------- ----------- ----------- ----------- Plan Equity: Beginning of Year 101,412.35 37,147.49 97,527.50 342,053.67 578,141.01 Inter-Plan/Inter-Fund Transfers (518.00) (2,494.99) (3,514.34) 142.33 (6,385.00) ---------- ---------- ----------- ----------- ----------- End of Year $36,359.38 $47,447.03 $152,253.49 $393,803.64 $629,863.54 ========== ========== =========== =========== ===========
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, 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 G) 0.00 (241.15) 1,459.94 0.00 1,218.79 ----------- ---------- ---------- ----------- ----------- Unrealized Appreciation (Depreciation) of Investments (Notes A and F) 0.00 (1,637.70) (4,909.64) (30,159.06) (36,706.40) ----------- ---------- ---------- ----------- ----------- Contributions (Note A) 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-6 Valley Gas Company Union Employees Savings Plan NOTES TO FINANCIAL STATEMENTS December 31, 1996, 1995 and 1994 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. The following description of The Valley Gas Company Union Employees Savings Plan provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. General - ------- The plan is a defined contribution plan covering all employees of Valley Gas Company who are members of the collective bargaining unit and satisfy the eligibility requirements. Contributions - ------------- A member may authorize a Basic Employee Contribution from 1% to 12% with a maximum contribution not to exceed $9,500 in any one year. The employer shall contribute as of December 31, of each plan year from current or accumulated net profits on behalf of each member participating of the Plan on December 31, of each plan year, an amount equal to 50% of the employee contribution made up to 4% of the employee's annual compensation. Participant Accounts - -------------------- Each participant's account is credited with the participant's contribution and allocations of (a) the Company's contribution and, (b) plan earnings. Allocations are based on participant earnings or account balances as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account. The plan administrator will pay for substantially all expenses of the plan. F- 7 Valley Gas Company Union Employees Savings Plan NOTES TO FINANCIAL STATEMENTS December 31, 1996, 1995 and 1994 Vesting - ------- Participants are immediately vested in their contribution plus actual earning thereon. Vesting in the Company's matching and discretionary contribution portion of their accounts plus actual earnings thereon is based on years of continuous service. A participant is 100 percent vested after seven years of credited service. If a participant terminates employment for any reason other than disability or retirement, he will be entitled to the full amount of contributions he has deposited plus a percentage of his account balance derived from employer contributions based upon the following schedule: Years of Service % Vested ---------------- -------- Less than 1 year -0-% 1 10 2 20 3 30 4 40 5 60 6 80 7 100 A member will become vested in the Company's matching contribution as a result of disability, death or retirement in accordance with the above schedule. Participant Loans Receivable - ---------------------------- Member loans are not permitted. Payments of Benefits - -------------------- On termination of service due to disability, death or retirement, a participant may elect to receive either a lump sum payment equal to the value of the participants vested interest in his account, or equal quarterly or annual installments over a period not to exceed the life expectancy of the member or joint life expectancy of the member and spouse or other beneficiary. Benefits are recorded when paid. F-8 Valley Gas Company Union Employees Savings Plan NOTES TO FINANCIAL STATEMENTS December 31, 1996, 1995 and 1994 Valuation of Investments - ------------------------ Investments are held by a bank-administered trust fund and are stated at their approximate current market value. The difference between current market value and the cost of investments are reflected in the statement of income and changes in plan equity as unrealized appreciation or (depreciation) of fair value of investments. Management Estimates - -------------------- In preparing the financial statements in conformity to GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and revenues and expenses during the reporting period. Actual results could differ from those estimates. 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 eac quarter of each Plan year. Plan Administrator: Valley Gas Company is the Plan's Administrator and will determine the benefits payable. Basis of Accounting: The financial statements of the Plan are prepared under the accrual method of accounting. 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 Date: The normal retirement age or date will be a member's 65th birthday. F-9 Valley Gas Company Union Employees Savings Plan NOTES TO FINANCIAL STATEMENTS - CONTINUED December 31, 1996, 1995 and 1994 Forfeitures: A member who terminates his employment prior to becoming eligible for benefits and does not have a 100% vested right to Company contributions forfeits the amounts not vested. Forfeitures of discretionary employer contributions will be used to reduce matching employee contributions thereafter required to be made by the employer. Plan Terminations: 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 become fully vested. 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 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. F-10 Valley Gas Company Union Employees Savings Plan NOTES TO FINANCIAL STATEMENTS - CONTINUED December 31, 1996, 1995 and 1994 NOTE C - INVESTMENTS - Continued IV. The Valley Resources Stock Fund A fund that invests exclusively in the common stock of Valley Resources, Inc. - parent of Valley Gas Company. A member shall 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, 1996 1995 ---- ---- Money Market Fund 11 12 Galaxy Short-Term Bond Fund 11 13 Galaxy Equity Income Fund 29 27 Valley Resources, Inc. Common Stock Fund 44 44
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 - TRANSFER OF PLAN ASSETS On December 31, 1996, the Plan Administrator directed the sale of all plan assets to be transferred via wire to the New York Life Benefits Services, Inc. NYL Receipt Account. Prior to the transfer, these investments were converted to cash. These funds were all received in the NYL Receipt Account on January 2, 1997. This transfer was made as a result of a change in custodianship of assets. All assets were placed into like/kind New York Life funds. F-11 Valley Gas Company Union Employees Savings Plan NOTES TO FINANCIAL STATEMENTS - CONTINUED December 31, 1996, 1995 and 1994 NOTE E - INVESTMENTS - OTHER
DECEMBER 31, 1995 ------------------------------- APPROXIMATE MARKET UNITS COST VALUE ------------------------------- The Galaxy Short-Term Bond Fund 4,589 $ 46,055.37 $ 46,619.77 The Galaxy Equity Income Fund 9,777 $122,493.49 $149,973.81
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-12 Valley Gas Company Union Employees Savings Plan NOTES TO FINANCIAL STATEMENTS - CONTINUED December 31, 1996, 1995 and 1994 NOTE F - 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, 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 Change for the year 1995 2,015.70 26,018.55 (29,049.06) (1,014.81) Balance at Dec. 31, 1995 564.40 27,480.32 21,020.19 49,064.91 Change for the year 1996 (564.40) (27,480.32) 7,832.06 (20,212.66) Balance at Dec. 31, 1996 $ 0.00 $ 0.00 $ 28,852.25 $ 28,852.25
NOTE G - NET REALIZED GAIN (LOSS) ON DISPOSITION OF PLAN ASSETS
YEAR ENDED DECEMBER 31, 1996 ------------------------------------------------------- GALAXY GALAXY SHORT-TERM EQUITY VALLEY RESOURCES BOND INCOME STOCK FUND FUND FUND TOTAL ------------------------------------------------------- Amount Realized $54,514.87 $210,572.73 $1,815.76 $266,903.36 Cost - Average 54,708.22 172,945.37 1,700.96 229,354.55 Net Realized Gain (Loss) $ (193.35) $ 37,627.36 $ 114.80 $ 37,548.81
YEAR ENDED DECEMBER 31, 1995 ------------------------------------------------------- GALAXY GALAXY SHORT-TERM EQUITY VALLEY RESOURCES BOND INCOME STOCK FUND FUND FUND TOTAL ------------------------------------------------------- Amount Realized $1,279.60 $6,898.80 $1,556.94 $9,735.34 Cost - Average 1,306.22 5,990.44 1,534.97 8,831.63 Net Realized Gain (Loss) $ (26.62) $ 908.36 $ 21.97 $ 903.71
F-13 Valley Gas Company Union Employees Savings Plan NOTES TO FINANCIAL STATEMENTS - CONTINUED December 31, 1996, 1995 and 1994 NOTE G - NET REALIZED GAIN (LOSS) ON DISPOSITION OF PLAN ASSETS (Cont'd)
YEAR ENDED DECEMBER 31, 1994 ------------------------------------------------------- GALAXY GALAXY SHORT-TERM EQUITY VALLEY RESOURCES BOND INCOME STOCK FUND 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
NOTE H - TAX STATUS OF PLAN The Internal Revenue Service has determined and informed the Company by a letter dated October 20, 1988, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (IRC). F-14 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 S/K. W. Hogan ---------------------------------------- K. W. Hogan Senior Vice President, CFO and Secretary April 29, 1997 F-15 Exhibit 24d ----------- Consent of Independent Certified Public Accountants --------------------------------------------------- We have issued our report dated April 7, 1997, 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, 1996. 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). S/Grant Thornton LLP GRANT THORNTON LLP Boston, Massachusetts April 28, 1997 -----END PRIVACY-ENHANCED MESSAGE-----