SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant (X)
Filed by a Party other than the Registrant ( )
Check the appropriate box:
( ) Preliminary Proxy Statement
(X) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Valley Resources, Inc.
(Name of Registrant as Specified In Its Charter)
Valley Resources, Inc.
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
(X) $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
( ) $500 per each party to the controversy pursuant to Exchange Act Rules
14a-6(i)(3).
( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
________________________________________________________________________
2) Aggregate number of securities to which transaction applies:
________________________________________________________________________
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:1
________________________________________________________________________
4) Proposed maximum aggregate value of transaction:
________________________________________________________________________
1 Set forth the amount on which the filing fee is calculated and state how it
was determined.
( ) Check box if any part of the fee is offset as provided by Exchange Act Rule
()-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
_______________________________________
2) Form, Schedule or Registration Statement No.:
_______________________________________
3) Filing Party:
_______________________________________
4) Date Filed:
_______________________________________
<PAGE>
VALLEY RESOURCES, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
DECEMBER 12, 1995
To the Stockholders of
VALLEY RESOURCES, INC.
Notice is hereby given that the Annual Meeting of the Stockholders of
Valley Resources, Inc. (the "Corporation") will be held at the principal office
of the Corporation, 1595 Mendon Road, Cumberland, Rhode Island 02864-0700, on
Tuesday, December 12, 1995, at 10:00 a.m., for the following purposes:
1. To elect three directors, each to serve for a term of three years and
until their successors are elected and qualified.
2. To consider and act upon such other matters as may properly come before
the meeting and any and all adjournments thereof.
Only Common Stockholders of record on the stock transfer books of the
Corporation at the close of business on October 24, 1995 will be entitled to
notice of and to vote at the meeting and at any and all adjournments thereof.
Stockholders who are unable to attend the meeting in person and wish to
have their stock voted are requested to sign, date and return promptly the
accompanying Proxy in the enclosed envelope.
By Order of the Board of Directors,
K. W. Hogan, Secretary
Mailed: November 7, 1995
STOCKHOLDERS ARE REQUESTED TO EXECUTE THE ENCLOSED PROXY AND RETURN IT
PROMPTLY IN THE ENVELOPE PROVIDED, WHETHER OR NOT THEY EXPECT TO ATTEND THE
ANNUAL MEETING. A STOCKHOLDER NEVERTHELESS MAY VOTE IN PERSON IF HE DOES ATTEND.
<PAGE>
VALLEY RESOURCES, INC.
1595 Mendon Road
Cumberland, Rhode Island 02864-0700
PROXY STATEMENT
The accompanying proxy is solicited on behalf of the Board of Directors of
Valley Resources, Inc., a Rhode Island corporation (the "Corporation"), for use
at the Annual Meeting of the Stockholders of the Corporation to be held at 10:00
a.m. on Tuesday, December 12, 1995, and at any and all adjournments thereof.
This Proxy Statement and the accompanying proxy were first mailed to
stockholders on or about November 7, 1995.
A stockholder who executes a proxy may revoke it at any time before it is
exercised by notifying the Secretary of the Corporation at the above address to
such effect in writing before the Annual Meeting, by filing with the Corporation
a superseding later-dated proxy, or by voting in person at the meeting. All
shares represented by effective proxies will be voted at the Annual Meeting or
any adjournment thereof. If the stockholder gives instructions as to any matter
to be acted upon, the shares will be voted as so specified. If no instructions
are indicated, proxies will be voted for the election of the nominees for
director set forth below.
VOTING STOCK OUTSTANDING AND VOTING RIGHTS
Holders of record of the Corporation's Common Stock, par value of $1 per
share (the "Common Stock"), at the close of business on October 24, 1995 (the
"record date") are entitled to vote at the meeting. On the record date the
Corporation had 4,260,797 shares of Common Stock outstanding. Each stockholder
has one vote per share on each matter voted on at the meeting. A majority of the
outstanding shares will constitute a quorum at the meeting. Abstentions and
broker non-votes are counted for purposes of determining the presence or absence
of a quorum for the transaction of business. Under applicable law, broker
non-votes will have no effect on the outcome of the election of directors.
At the record date the following stockholders were known by the Corporation
to be the beneficial owners of more than 5 percent of the outstanding Common
Stock of the Corporation, being the only class of equity security issued and
outstanding. Unless otherwise stated, the holders have sole voting and
investment power.
<PAGE>
<TABLE>
<CAPTION>
Amount of
Name and Address Beneficial Percent
of Beneficial Owner Ownership of Class
<S> <C> <C>
RIEV and Co.
One Boston Place
Boston, MA 02108 227,393 5.3
</TABLE>
As of October 24, 1995, the nominees for election as directors, the current
directors, the executive officers named in the Summary Compensation Table below,
and all executive officers and directors as a group owned beneficially Common
Stock of the Corporation in the amount set forth opposite their names (such
ownership being reported to the Corporation by the nominees). Unless otherwise
stated, the holders have sole voting and investment power.
<TABLE>
<CAPTION>
Amount of
Name Beneficial Percent
of Beneficial Owner Ownership of Class
<S> <C> <C>
Ernest N. Agresti 29,623 (1)
Melvin G. Alperin 4,402 (1)
C. Hamilton Davison 300 (1)
Don A. DeAngelis 5,867 (1)
Alfred P. Degen 1,015 (1)
Jonathan K. Farnum 12,078 (2) (1)
Charles H. Goss 94,510 (3) 2.2
John F. Guthrie, Jr 1,284 (1)
Eleanor M. McMahon 4,218 (1)
Kenneth W. Hogan 6,692 (1)
All Directors and Executive Officers
as a group, including above
(13 individuals) 183,686 4.3
</TABLE>
_______________________
(1) Ownership amounts to one percent or less.
(2) Includes 8,168 shares held by Mr. Farnum's wife and children to which he
disclaims beneficial ownership.
(3) Shares are as of February 22, 1995, the date Mr. Goss passed away. He had
served as Chairman & Chief Executive Officer since 1989 and had been a
member of the Board of Directors since 1977. Includes 8,251 shares held in
an irrevocable trust. Mr. Goss and Mr. Agresti were trustees and had
discretion over voting and investment. Includes 6,292 shares held by
Mr. Goss' wife to which he disclaimed beneficial ownership.
<PAGE>
ELECTION OF DIRECTORS
The Articles of Incorporation of the Corporation provide that the Board of
Directors shall be divided into three classes with each class to be as nearly
equal in number as possible, and that one class shall be elected each year for a
term of three years. Accordingly, it is proposed that the three nominees,
Messrs. Dillon, Farnum and Guthrie, who are presently directors whose terms
expire at this meeting be elected to serve three-year terms. There are six other
directors whose terms do not expire at this time. In accordance with the Rhode
Island Business Corporation Act, directors are elected by a majority of votes of
the shares represented at the Meeting and entitled to vote thereon.
It is intended that the shares represented by proxy will be voted to elect
the three nominees named below, unless authority to do so has been withheld by
proxy.
Should any of the nominees be unable to serve, the proxy will be voted for
a substitute nominee designated by the Board of Directors. Each of the nominees
has indicated a willingness to serve if elected, and the Board of Directors has
no reason to believe that any nominee will be unavailable.
The nominees for election as directors as well as those directors whose
terms have not expired are named below.
Position Held First Served Business Experience
with in the During
Name Age Corporation Position Last Five Years
Directors nominated for a term of three years:
James M. Dillon (2) 62 Director 1983 Retired; Director of
Development, The
Roman Catholic Diocese,
Bridgeport, Connecticut from
November 1993 to December
1994; First Vice President,
Swiss Bank Corporation,
New York, New York
from April 1992 to November
1993; Senior Vice President,
Bankers Trust Company,
New York, New York from
September 1988 to April
1992.
<PAGE>
Position Held First Served Business Experience
with in the During
Name Age Corporation Position Last Five Years
Jonathan K. Farnum 56 Director 1983 President, Wardwell Braiding
(1)(2)(3) Machine Company, a manu-
facturer of special design
machinery, Central Falls,
Rhode Island.
John F. Guthrie, Jr. 51 Director 1979 Executive Vice President,
(2)(3) Boylston Capital Advisors
since 1990; and Vice Presi-
dent, The New England, an
insurance and financial ser-
vices company, Boston,
Massachusetts.
Directors whose terms expire in 1996:
Ernest N. Agresti 65 Director 1975 Retired; Partner in the law
(2)(3) firm of Edwards & Angell,
Providence, Rhode Island,
prior to June 1992.
Don A. DeAngelis 56 Director 1976 Vice Chairman and Chief
(2)(3) Executive Officer, Murdock
Webbing Co., Inc., a manu-
facturer of narrow fabric,
Central Falls, Rhode Island.
Eleanor M. McMahon 66 Director 1984 Distinguished Visiting Profes-
(1) sor, A. Alfred Taubman Cen-
ter for Public Policy, Brown
University, Providence,
Rhode Island.
Directors whose terms expire in 1997:
Melvin G. Alperin 59 Director 1979 President, Brewster Industries,
(1)(3) real estate investments,
Pawtucket, Rhode Island.
<PAGE>
Position Held First Served Business Experience
with in the During
Name Age Corporation Position Last Five Years
Alfred P. Degen 48 President, 1994 Chief Executive Officer of
Chief Executive Valley Resources, Inc. since
Officer and 1995 March 1995; President,
Director Valley Resources, Inc. from
July 1994; Executive Vice
President, Philadelphia Gas
Works for more than 5 years
prior to July 1994.
C. Hamilton Davison 36 Director 1995 President of Paramount
(4) Cards, Inc., a designer,
manufacturer and distributor
of greeting cards, Pawtucket,
Rhode Island. Mr. Davison
is also a director of Tufco
Technologies, Inc.
____________
(1) Member, Audit Committee
(2) Member, Compensation Committee
(3) Member, Development Committee
(4) Mr. Davison was elected to the Board of Directors on September 19, 1995 to
fill the unexpired term of C. H. Goss who passed away on February 22, 1995.
GOVERNANCE OF THE CORPORATION
Under the Articles of Incorporation and Bylaws of the Corporation, the
Corporation is managed under the direction of the Board of Directors and by the
officers to whom authority has been delegated. The Board is charged with the
responsibility of selecting and evaluating senior officers, provision of
financial reports to the stockholders and consideration of other fundamental
corporate matters, including dividends, issuance of stock and major corporate
borrowings.
During the fiscal year ended August 31, 1995, the Board met six times. Each
member of the Board of Directors attended at least 75% of the aggregate of the
meetings of the Board and its committees on which they served in that year.
The Board has an Audit Committee consisting of Messrs. Alperin (Chairman),
Farnum and Dr. McMahon. The Committee met twice during the fiscal year ended
August 31, 1995. The Audit Committee of the Board of Directors, composed solely
of directors who are not officers or employees of the Corporation, meets
periodically with management and the Corporation's independent certified public
accountants
<PAGE>
to discuss their evaluation of internal accounting controls, the
quality of financial reporting and related matters. The independent auditors
have free access to the Audit Committee, without management present, to discuss
the results of their audits.
The Board has a Compensation Committee consisting of Messrs. DeAngelis
(Chairman), Agresti, Dillon, Farnum and Guthrie. The Compensation Committee met
twice during the fiscal year ended August 31, 1995. The Compensation Committee
is charged with reviewing the salary administration program for management
personnel, implementing the plan for that program and making appropriate
recommendations to the Board of Directors.
The Board has a Development Committee consisting of Messrs. Farnum
(Chairman), Agresti, Alperin, DeAngelis and Guthrie. The Committee met once
during the fiscal year ended August 31, 1995. The Development Committee meets
periodically with management to discuss and evaluate plans to develop the
overall strategic direction of the Corporation. The Committee makes appropriate
recommendations to the Board regarding these plans.
The Board of Directors has no nominating committee as the Board as a whole
studies the qualifications and recommends to the stockholders the election of
directors of the Corporation. Stockholders may recommend nominees for election
as directors by writing to the President of the Corporation.
All directors, except Mr. Degen, receive an annual retainer fee of $5,000
and a fee of $600 per meeting attended and the members of the Audit,
Compensation and Development Committees of the Board receive a fee of $600 per
meeting attended with the chairman of each committee receiving a fee of $750.
Under a formal plan, directors may elect to defer all or a portion of their fees
earned for services as a director. Under the terms of the plan a director's
deferred election includes a payment schedule specifying the date on which
payment shall begin, which shall not be earlier than the Director's 65th
Birthday, nor later than the first day of the month following the date the
Director attains age 70. At August 31, 1995, Messrs. Agresti, Alperin, Dillon,
Farnum and Dr. McMahon had so elected to defer their fees. The Corporation has
adopted a Director's Retirement Plan pursuant to which non-employee directors
who (i) have completed a minimum of 10 years of board service and retire from
the board at or after age 60 or (ii) retire from the board at or after age 70,
are entitled to receive an annual retirement benefit for a 10-year period
following retirement from the Board. The annual retirement benefit equals the
annual director's retainer being paid on the date of retirement from the Board,
with such amount being pro-rated in the case of directors with less than 10
years of service on the date of retirement.
<PAGE>
EXECUTIVE OFFICER COMPENSATION
The following tables and notes set forth the compensation provided by the
Corporation to its Chief Executive Officer and the Corporation's other most
highly compensated executive officers (the "Named Officers"), who earned in
excess of $100,000, in fiscal 1995:
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Annual Compensation
Name and All Other
Principal Position Year Salary Bonus Compensation (1)(3)
<S> <C> <C> <C> <C>
Charles H. Goss 1995 90,441 40,000 26,513 (2)(4)
Chairman and 1994 176,667 37,500 11,923 (2)
Chief Executive Officer 1993 167,567 45,000 8,142 (2)
(through February 1995)
Alfred P. Degen 1995 152,500 5,063 1,000
President and 1994 24,167 -0- -0-
Chief Executive Officer
(Chief Executive Officer
since March 1995)
Kenneth W. Hogan 1995 118,667 13,000 -0-
Senior Vice President, 1994 111,033 12,500 3,563
Chief Financial Officer, 1993 105,533 16,000 -0-
and Secretary
</TABLE>
__________________
(1) All full-time nonbargaining employees of Valley Gas Company who have
completed one year of service are eligible to participate in an Employee
Savings Plan. Under this plan, a participating employee may contribute up to
20% of his base pay, and the Company will contribute each year from profits
an amount equal to at least 50% of the participant's contribution to a
maximum of 2% of base pay. The plan permits a participant to make contribu-
tions on a pretax basis under Section 401(k) of the Internal Revenue Code,
thereby reducing his taxable compensation. Employer contributions under this
plan in fiscal 1995 for the benefit of the named officers were as follows:
Mr. Goss $2,828; Mr. Degen $1,000.
(2) Includes compensation for service as a member of the Board of Directors in
the amount of $1,200 for 1995, $4,800 for 1994 and $4,800 for 1993.
(3) Includes contributions made by Valley Gas Company to the Employee Stock
Ownership Plan of the Corporation. Contributions to the Plan are based upon
discretionary contributions by the Board of Directors. All participants in
the Employees' Retirement Plan and the Employees' Pension Plan participate
in the Employee Stock Ownership Plan. Contributions made on behalf of the
named officers in fiscal 1994 were as follows: $3,563 for each of Mr. Goss
and Mr. Hogan. No contributions were made to the Plan in fiscal 1995 or
1993.
(4) Includes $23,025 of deferred directors fees paid to the estate of Mr. Goss.
<PAGE>
Pension Plan
The Corporation maintains a defined benefit plan (Employees' Retirement
Plan) covering all management and nonbargaining unit employees except the
Corporation's subsidiaries, Morris Merchants, Inc. and Bristol & Warren Gas
Company. Covered compensation under the plan includes only regular salary,
excluding any fees, bonuses or other additional types of compensation. The
covered compensation for the most recently available plan year was $5,509,227.
The Corporation also maintains a supplemental retirement plan for certain
officers of the Corporation, including Messrs. Degen and Hogan. This plan
provides that the officer's retirement payment will approximate 65 percent of
the combination of his final years base salary plus the average of the incentive
compensation paid to the officer over the last three years.
The following table sets forth the annual retirement benefit, using a
straight life annuity, at the normal retirement age of 65, which would accrue
for each year of credited service, using a formula based upon 1 1/2 percent of
final average compensation times years of credited service and reduced by 1
percent of the employee's Social Security benefit multiplied by the number of
years of credited service over the amount of the retirement annuity, at the
indicated rates of compensation, assuming receipt of Social Security benefits of
$1,000 per month. At August 31, 1995, Mr. Degen had no credited service and Mr.
Hogan had 18 years of credited service.
<TABLE>
<CAPTION>
Average Benefits for Years of
Credited Service Indicated
Annual Compensation 15 years 30 years 35 years 40 years
<C> <C> <C> <C> <C>
$100,000............................... $ 53,000 $ 53,000 $ 53,000 $ 53,000
125,000.............................. 69,250 69,250 69,250 69,250
150,000.............................. 85,500 85,500 85,500 85,500
175,000.............................. 101,750 101,750 101,750 101,750
200,000.............................. 118,000 118,000 118,000 118,000
225,000.............................. 134,250 134,250 134,250 134,250
250,000.............................. 150,500 150,000 150,000 150,000
300,000.............................. 183,000 183,000 183,000 183,000
400,000.............................. 248,000 248,000 248,000 248,000
500,000.............................. 313,000 313,000 313,000 313,000
</TABLE>
Termination Agreements
The Corporation has entered into "termination agreements" with Messrs.
Degen and Hogan, which provide certain benefits to those officers in the event
of certain terminations of employment occurring after
<PAGE>
a change in control of the Corporation. A change in control is defined as the
acquisition by any person or group of 20% or more of the voting power of the
Corporation's stock or a change in a majority of the directors during any period
of two consecutive years. Benefits payable in the event of a termination of
employment by the Corporation other than for cause or by the officer for good
reason (defined as a reduction in base salary or vacations, a significant change
in duties, a failure by the Corporation to continue certain benefit plans or
relocation) after a change in control include severance pay equal to 2.99 times
base salary in the case of Mr. Degen and 2.5 times base salary in the case of
Mr. Hogan. Severance benefits are payable for a period of 15 months after a
change in control at 2 times base salary in the case of Mr. Degen and one year's
base salary in the case of Mr. Hogan. The termination agreements also provide
for continuation of insurance benefits and a payment in lieu of continued
participation in the Corporation's retirement plan, in each case measured by the
same period of time as would apply to the termination payment referred to above.
The termination agreements are automatically renewed each year for one year
unless cancelled by the Corporation.
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
ON EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION DESIGN
The design of the Corporation's executive compensation system is intended
to attract, retain and motivate high quality executives with an individual and
corporate performance-based compensation package that promotes achievement of
both corporate and operating company goals for the benefit of both customers and
stockholders. The program is designed to provide competitive annual salary, and
through the variable performance elements, act as a mechanism to integrate the
subsidiaries by common performance criteria. The goals defined within the
incentive compensation components of the program act to focus management
attention on annual and long-term business objectives. The Compensation
Committee of the Board of Directors of Valley Resources, Inc. (the "Committee"),
comprised solely of outside directors, is responsible for establishing,
reviewing and administering the compensation plan for executive officers of the
Corporation and its subsidiaries.
The compensation package of each executive officer consists of base salary
and the potential for an annual incentive award. The base salary component is
based primarily upon comparative market-derived compensation data for jobs of
comparable positions and breadth of responsibilities within the utility industry
in New England and nationally. The annual incentive award is based upon the
Corporation's standings among a comparison group of companies in the utility
industry. The comparison companies (the "Peer Group") are those companies used
for measuring the Corporation's performance as set forth below under "Corporate
Performance." For an executive officer to receive the targeted level of
compensation the Corporation must meet certain stockholder and customer value
criteria established by the Committee. This places a portion of the executive
officer's compensation at risk and tied to annual and long-term corporate
<PAGE>
performance. The total of the base and incentive award is designed to meet the
prevailing market level of compensation for a comparison group of companies when
targeted levels of performance are achieved. When targeted levels of performance
are exceeded the total compensation should surpass the market.
A discussion of the two components of executive officer compensation and
decisions made by the Committee concerning the Named Officers follows:
BASE SALARY
The base salary portion of the executive officers' compensation is
market-based and not tied to corporate performance. The objective of the
Committee is to establish a compensation level that approaches the midpoint of a
sample group of companies with similar sales and complexities as the
Corporation. In December 1993 the Committee met to review the data analysis that
had been prepared by an independent compensation consultant to establish the
base salary for calendar 1994 for each of the named officers. For calendar 1995
the base salary of each executive officer was adjusted to reflect changes in the
market after consultation with the consultant.
ANNUAL INCENTIVE AWARD
In December 1994 the Committee approved the base incentive award for Mr.
Goss and Mr. Degen and an incentive pool for other corporate officers for fiscal
1994. The Committee reviewed fiscal 1994 earnings as compared with the amount
budgeted for fiscal 1994 and return on equity for the Corporation as compared to
the Peer Group on a 3-year average. Additional criteria reviewed included market
to book value of the Corporation's stock and long-term utility operating
expenses as a percentage of utility operating revenue. The Committee weights
annual earnings versus the annual budget at 25%, 3-year average return on equity
at 12.5%, market to book ratio at 12.5% and the ratio of long-term operating
expenses to long-term operating revenues at 25%. The remaining 25% is at the
discretion of the Board. The Committee took into consideration other factors
which included improved earnings performance on a consolidated basis which were
impacted by growth, increased rates and improved efficiencies and productivity.
Additionally, the utility subsidiaries' management responded aggressively to the
opportunities under FERC Order 636 and with timely response prevented a large
industrial customer from moving from firm sales service to transportation.
Customers were added under new rates to promote economic development. The
criteria used as Board discretion are subjective and may change year-to-year
based on the Committee's determination of external factors that influenced
corporate performance. The Committee determined that in light of all these
factors, both favorable and unfavorable, the performance by Mr. Goss and Mr.
Degen merited the cash bonuses granted. The base salary of the current Chief
Executive Officer approximates 75 percent of the comparison group of companies
while the incentive award approximates 10 percent of the Peer Group.
<PAGE>
Mr. Goss then determined the incentive awards for the other corporate
officers, including the Named Officers. The awards listed in the Summary
Compensation Table for the Named Officers was based upon the same criteria used
by the Committee to establish the pool and his evaluation of the named officer's
individual performance and contribution to corporate results.
This report has been provided by the Compensation Committee.
Don A. DeAngelis (Chairperson)
Ernest N. Agresti
James M. Dillon
Jonathan K. Farnum
John F. Guthrie, Jr.
CORPORATE PERFORMANCE
The following charts compare the Corporation's performance, as measured by
the change in price of its common stock plus reinvested dividends, with the
Standard & Poor's natural gas index, the AMEX stock index and a group of
comparative diversified-energy companies for five- and ten-year periods. The
Peer Group consolidation was done on a weighted average basis (market
capitalization basis, adjusted at the end of each quarter). The graph assumes
$100 invested in the Company and each of the indices at August 31, 1989 for the
five-year period and at August 31, 1985 for the ten-year period. The Peer Group
consists of the following companies:
Atmos Energy Corporation
Bay State Gas Company
Berkshire Gas Company
Energynorth, Inc.
Essex County Gas Company
MCN Corporation
Mobile Gas Service Corporation
Providence Energy Corporation
Roanoke Gas Corporation
Southeastern Michigan Energy Enterprises
<PAGE>
<TABLE>
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN*
AMONG VALLEY RESOURCES, INC., THE AMEX MARKET VALUE INDEX,
THE S & P NATURAL GAS INDEX AND A PEER GROUP
<CAPTION>
8/90 8/91 8/92 8/93 8/94 8/95
<S> <C> <C> <C> <C> <C> <C>
Valley Resources, Inc. 100 124 127 188 159 147
Peer Group 100 116 148 201 204 213
AMEX Market Value 100 115 118 142 140 165
S & P Natural Gas 100 93 99 132 118 134
* $100 invested on 08/31/90 in stock or index -
including reinvestment of dividends.
Fiscal Year Ending August 31.
</TABLE>
<PAGE>
<TABLE>
COMPARISON OF TEN-YEAR CUMULATIVE TOTAL RETURN*
AMONG VALLEY RESOURCES, INC., THE AMEX MARKET VALUE INDEX,
THE S & P NATURAL GAS INDEX AND A PEER GROUP
<CAPTION>
8/85 8/86 8/87 8/88 8/89 8/90 8/91 8/92 8/93 8/94 8/95
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Valley Resources, Inc. 100 168 240 330 332 227 281 287 427 362 334
Peer Group 100 148 161 168 212 201 233 300 408 412 430
AMEX Market Value 100 117 154 126 163 138 159 163 196 194 228
S & P Natural Gas 100 141 137 127 135 181 162 184
*$100 Invested on 08/31/85 in stock or index -
including reinvestment of dividends.
Fiscal Year Ending August 31.
</TABLE>
<PAGE>
OTHER INFORMATION
Section 16(a) of the Securities Exchange Act of 1934 requires the
Corporation's Officers and directors and persons who own more than 10% of a
registered class of the Corporation's equity securities ("insiders") to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission ("SEC"). Insiders are required by SEC regulation to furnish the
Corporation with copies of all Section 16(a) forms they file. Based solely on
review of the copies of such forms furnished to the Corporation, the Corporation
believes that during fiscal 1995 all Section 16(a) filing requirements
applicable to its insiders were complied with.
1996 ANNUAL MEETING PROPOSALS
Stockholders may submit proposals for inclusion in the Proxy Statement for
the Annual Meeting of Stockholders to be held on December 10, 1996 provided the
proposal is received at the principal executive office of the Corporation, 1595
Mendon Road, Cumberland, Rhode Island 02864-0700, prior to August 3, 1996.
AUDITORS
The Board of Directors has selected the firm of Grant Thornton LLP as the
independent certified public accountants for the Corporation to audit its
financial statements for the fiscal year 1995. This firm has served the
Corporation in this capacity for several years. A representative of Grant
Thornton LLP is expected to attend the Annual Meeting and will be available to
respond to appropriate questions. It is not anticipated such representative will
make a prepared statement at the meeting; however, he or she will be free to do
so if he or she chooses.
OTHER BUSINESS
As of the date of this Proxy Statement, management knows of no other
matters to be brought before the meeting. Should any other business properly
come before the meeting, it is intended that the shares represented by proxies
will be voted with respect thereto in accordance with the best judgment of the
persons named in such proxies.
<PAGE>
SOLICITATION EXPENSES
The Corporation will bear the cost of the solicitation of proxies by the
Board of Directors, including the charges and expenses of brokerage firms and
others for forwarding solicitation material to beneficial owners of stock.
Although it is anticipated that proxies will be solicited principally by mail,
proxies may be solicited by personal interview, telephone or telegraph, by
certain of the Corporation's employees without compensation therefor.
By Order of the Board of Directors,
K. W. Hogan, Secretary
Cumberland, Rhode Island
November 7, 1995
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APPENDIX
VALLEY RESOURCES, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
DECEMBER 12, 1995
To the Stockholders of
VALLEY RESOURCES, INC.
Notice is hereby given that the Annual Meeting of the Stockholders of Valley
Resources, Inc. (the "Corporation") will be held at the principal office of the
Corporation, 1595 Mendon Road, Cumberland, Rhode Island 02864-0700, on Tuesday,
December 12, 1995, at 10:00 o'clock in the forenoon, for the following purposes:
1. To elect three directors, each to serve for a term of three years and
until their successors are elected and qualified.
2. To consider and act upon such other matters as may properly come before
the meeting and any and all adjournments thereof.
Only Common Stockholders of record on the stock transfer books of the
Corporation at the close of business on October 24, 1995 will be entitled to
notice of and to vote at the meeting and at any and all adjournments thereof.
Stockholders who are unable to attend the meeting in person and wish to
have their stock voted are requested to sign, date and return promptly the
accompanying Proxy in the enclosed envelope.
By Order of the Board of Directors,
K. W. Hogan, Secretary
November 7, 1995
STOCKHOLDERS ARE REQUESTED TO EXECUTE THE ENCLOSED PROXY AND RETURN IT
PROMPTLY IN THE ENVELOPE PROVIDED, WHETHER OR NOT THEY EXPECT TO ATTEND THE
ANNUAL MEETING. A STOCKHOLDER NEVERTHELESS MAY VOTE IN PERSON IF HE DOES ATTEND.
DETACH PROXY CARD HERE
1.Election of Directors FOR all nominees WITHHOLD AUTHORITY to vote *EXCEPTIONS
listed below[ ] for all nominees [ ]
listed below [ ]
Nominees: James M. Dillon, Jonathan K. Farnum, John F. Guthrie, Jr.
(INSTRUCTIONS: To withold authority to vote for any individual nominee, mark
the "Exceptions" box and write that nominee's name in the space provided
below.)
*Exceptions _________________________________________________________________
2.To consider and act upon other matters as they may properly come before the
meeting and any and all adjournments thereof.
In their discretion the Proxies are authorized to vote upon such other matters
as may properly come before the meeting or any adjournment or postponement
thereof.
Change of Address or
Comments Mark Here [ ]
The signature on this Proxy should correspond exactly with stockholder's name
as printed to the left. In the case of joint tenancies, co-executors, or
co-trustees, both should sign. Persons signing as Attorney, Executor,
Administrator, Trustee or Guardian should give their full title.
Dated: ___________________________, 199__
_______________________________________
Signature
_______________________________________
Signature
