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
<PAGE>
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)
<PAGE>
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
<PAGE>
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
<PAGE>
<TABLE>
Valley Gas Company Employees Savings Plan
STATEMENTS OF FINANCIAL CONDITION
December 31, 1994
<CAPTION>
GALAXY GALAXY
MONEY SHORT-TERM EQUITY VALLEY RESOURCES
MARKET BOND INCOME STOCK
FUND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C>
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.
</TABLE>
F-2
<PAGE>
<TABLE>
Valley Gas Company Employees Savings Plan
STATEMENTS OF FINANCIAL CONDITION
December 31, 1993
<CAPTION>
GALAXY GALAXY
MONEY SHORT-TERM EQUITY VALLEY RESOURCES
MARKET BOND INCOME STOCK
FUND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C>
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.
</TABLE>
F-3
<PAGE>
<TABLE>
Valley Gas Company Employees Savings Plan
STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY
For The Year Ended December 31, 1994
<CAPTION>
GALAXY GALAXY
MONEY SHORT-TERM EQUITY VALLEY RESOURCES
MARKET BOND INCOME STOCK
FUND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C>
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.
</TABLE>
F-4
<PAGE>
<TABLE>
Valley Gas Company Employees Savings Plan
STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY
For The Year Ended December 31, 1993
<CAPTION>
GALAXY GALAXY
MONEY SHORT-TERM EQUITY VALLEY RESOURCES
MARKET BOND INCOME STOCK
FUND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C>
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.
</TABLE>
F-5
<PAGE>
<TABLE>
Valley Gas Company Employees Savings Plan
STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY
For The Year Ended December 31, 1992
<CAPTION>
GALAXY GALAXY
MONEY SHORT-TERM EQUITY VALLEY RESOURCES
MARKET BOND INCOME STOCK
FUND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C>
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.
</TABLE>
F-6
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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:
<TABLE>
<CAPTION>
December 31,
1994 1993
<S> <C> <C>
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
</TABLE>
F-10
<PAGE>
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
<TABLE>
<CAPTION>
DECEMBER 31, 1994
APPROXIMATE
MARKET
UNITS COST VALUE
<S> <C> <C> <C>
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
</TABLE>
<TABLE>
<CAPTION>
DECEMBER 31, 1993
APPROXIMATE
MARKET
UNITS COST VALUE
<S> <C> <C> <C>
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
</TABLE>
F-11
<PAGE>
<TABLE>
Valley Gas Company Employees Savings Plan
NOTES TO FINANCIAL STATEMENTS - CONTINUED
December 31, 1994, 1993 and 1992
NOTE F - INVESTMENTS - OTHER - Continued
<CAPTION>
DECEMBER 31, 1992
APPROXIMATE
MARKET
UNITS COST VALUE
<S> <C> <C> <C>
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
</TABLE>
<TABLE>
NOTE G - NET UNREALIZED APPRECIATION (DEPRECIATION) OF PLAN ASSETS
<CAPTION>
GALAXY GALAXY
SHORT-TERM EQUITY VALLEY RESOURCES
BOND INCOME STOCK
FUND FUND FUND TOTAL
<S> <C> <C> <C> <C>
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)
</TABLE>
<TABLE>
NOTE H - NET REALIZED GAIN (LOSS) ON DISPOSITION OF PLAN ASSETS
<CAPTION>
YEAR ENDED DECEMBER 31, 1994
GALAXY GALAXY
SHORT-TERM EQUITY VALLEY RESOURCES
BOND INCOME STOCK
FUND FUND FUND TOTAL
<S> <C> <C> <C> <C>
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
</TABLE>
F-12
<PAGE>
<TABLE>
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
<CAPTION>
YEAR ENDED DECEMBER 31, 1993
GALAXY GALAXY
SHORT-TERM EQUITY VALLEY RESOURCES
BOND INCOME STOCK
FUND FUND FUND TOTAL
<S> <C> <C> <C> <C>
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
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1992
GALAXY
GALAXY EQUITY VALLEY RESOURCES
SHORT-TERM INCOME STOCK
BOND FUND FUND TOTAL
<S> <C> <C> <C> <C>
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
</TABLE>
F-13
<PAGE>
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
<PAGE>
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
<PAGE>
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)
<PAGE>
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
<PAGE>
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
<PAGE>
<TABLE>
Valley Gas Company Union Employees Savings Plan
STATEMENTS OF FINANCIAL CONDITION
December 31, 1994
<CAPTION>
GALAXY GALAXY
MONEY SHORT-TERM EQUITY VALLEY RESOURCES
MARKET BOND INCOME STOCK
FUND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C>
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.
</TABLE>
F-2
<PAGE>
<TABLE>
Valley Gas Company Union Employees Savings Plan
STATEMENTS OF FINANCIAL CONDITION
December 31, 1993
<CAPTION>
GALAXY GALAXY
MONEY SHORT-TERM EQUITY VALLEY RESOURCES
MARKET BOND INCOME STOCK
FUND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C>
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.
</TABLE>
F-3
<PAGE>
<TABLE>
Valley Gas Company Union Employees Savings Plan
STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY
For The Year Ended December 31, 1994
<CAPTION>
GALAXY GALAXY
MONEY SHORT-TERM EQUITY VALLEY RESOURCES
MARKET BOND INCOME STOCK
FUND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C>
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.
</TABLE>
F-4
<PAGE>
<TABLE>
Valley Gas Company Union Employees Savings Plan
STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY
For The Year Ended December 31, 1993
<CAPTION>
GALAXY GALAXY
MONEY SHORT-TERM EQUITY VALLEY RESOURCES
MARKET BOND INCOME STOCK
FUND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C>
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.
</TABLE>
F-5
<PAGE>
<TABLE>
Valley Gas Company Union Employees Savings Plan
STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY
For The Year Ended December 31, 1992
<CAPTION>
GALAXY GALAXY
MONEY SHORT-TERM EQUITY VALLEY RESOURCES
MARKET BOND INCOME STOCK
FUND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C>
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.
</TABLE>
F-6
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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:
<TABLE>
<CAPTION>
December 31,
1994 1993
<S> <C> <C>
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
</TABLE>
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
<TABLE>
<CAPTION>
DECEMBER 31, 1994
APPROXIMATE
MARKET
UNITS COST VALUE
<S> <C> <C> <C>
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
</TABLE>
F-11
<PAGE>
<TABLE>
Valley Gas Company Union Employees Savings Plan
NOTES TO FINANCIAL STATEMENTS - CONTINUED
December 31, 1994, 1993 and 1992
NOTE F - INVESTMENTS - OTHER - Continued
<CAPTION>
DECEMBER 31, 1993
APPROXIMATE
MARKET
UNITS COST VALUE
<S> <C> <C> <C>
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
</TABLE>
<TABLE>
<CAPTION>
DECEMBER 31, 1992
APPROXIMATE
MARKET
UNITS COST VALUE
<S> <C> <C> <C>
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
</TABLE>
<TABLE>
NOTE G - NET UNREALIZED APPRECIATION (DEPRECIATION) OF PLAN ASSETS
<CAPTION>
GALAXY GALAXY
SHORT-TERM EQUITY VALLEY RESOURCES
BOND INCOME STOCK
FUND FUND FUND TOTAL
<S> <C> <C> <C> <C>
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
</TABLE>
F-12
<PAGE>
<TABLE>
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
<CAPTION>
YEAR ENDED DECEMBER 31, 1994
GALAXY
GALAXY EQUITY VALLEY RESOURCES
SHORT TERM INCOME STOCK
BOND FUND FUND TOTAL
<S> <C> <C> <C> <C>
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
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1993
GALAXY
GALAXY EQUITY VALLEY RESOURCES
SHORT TERM INCOME STOCK
BOND FUND FUND TOTAL
<S> <C> <C> <C> <C>
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
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1992
GALAXY
GALAXY EQUITY VALLEY RESOURCES
SHORT-TERM INCOME STOCK
BOND FUND FUND TOTAL
<S> <C> <C> <C> <C>
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
</TABLE>
F-13
<PAGE>
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
<PAGE>
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
