As Filed with the Securities and Exchange Commission on November 28, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________________
VALLEY RESOURCES, INC.
(Exact name of Registrant as specified in its charter)
RHODE ISLAND 05-0384723
(State of incorporation) (I.R.S. Employer
Identification No.)
1595 MENDON ROAD, CUMBERLAND, RHODE ISLAND 02864, (401) 334-1188
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
_________________________
ALFRED P. DEGEN
PRESIDENT AND CHIEF EXECUTIVE OFFICER
VALLEY RESOURCES, INC.
1595 MENDON ROAD
CUMBERLAND, RHODE ISLAND 02864
(401) 334-1188
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
COPIES TO:
CHRISTINE M. MARX, ESQ.
EDWARDS & ANGELL
150 JOHN F. KENNEDY PARKWAY
SHORT HILLS, NEW JERSEY 07078
(973) 376-7700
________________________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the Registration Statement becomes effective.
_________________________
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [GRAPHIC OMITTED]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [GRAPHIC OMITTED]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [GRAPHIC OMITTED]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [GRAPHIC OMITTED]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [GRAPHIC OMITTED]
<TABLE>
CALCULATION OF REGISTRATION FEE
- - --------------------------------------------------------------------------------------------------------
<CAPTION>
Title of each Proposed maximum
class of securities Amount to be Proposed maximum aggregate aggregate offering Amount of
to be registered registered (1) price per unit (2) price (2) registration fee
- - ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
($1.00 Par Value) 208,875 $11.00 $2,297,625 $696
</TABLE>
(1) 325,000 shares of Common Stock were previously registered and $1,915 of
filing fees have previously been paid with respect to such shares.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457, based on the average of the high and low prices of Company's
Common Stock on November 24, 1997.
PURSUANT TO SECURITIES AND EXCHANGE COMMISSION RULE 429 UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), THE PROSPECTUS INCLUDED IN THIS
REGISTRATION STATEMENT ALSO RELATES TO THE REGISTRATION STATEMENTS OF VALLEY
RESOURCES, INC. (FILE NO. 33- 32837, 33- 20770, 33- 4285, 2-75356 AND 2-83611
FILED UNDER THE SECURITIES ACT.
<PAGE>
PROSPECTUS
VALLEY RESOURCES, INC.
DIRECT STOCK PURCHASE PLAN
Valley Resources, Inc. (the "Company"), as a service to registered holders
of its common stock (the "Common Stock"), hereby offers a Direct Stock Purchase
Plan (the "Plan"). The Plan is designed to provide investors with a convenient
and economical way to purchase shares of Common Stock of the Company and to
reinvest all or a portion of their cash dividends in additional shares of Common
Stock of the Company. No service fee or brokerage commissions will be charged to
participants for purchases made under the Plan.
Participants in the Plan may:
Automatically reinvest cash dividends on all or a portion of the shares of
Common Stock registered in their name and on all or a portion of the shares
held in Plan accounts at a 5% discount from current market prices.
Invest in Common Stock of the Company at current market prices by making
voluntary cash payments (the "Voluntary Cash Payments") of at least $25 up
to a maximum of $75,000 each calendar year.
Deposit share certificates for safekeeping.
Make automatic monthly investments by electronic funds transfer from their
bank account.
The Bank of New York is administrator of the Plan and acts as agent for
participants ("Agent"). As Agent it will use dividends and Voluntary Cash
Payments received from participants to acquire shares of Common Stock for the
account of participants through the Plan. The Agent may purchase shares on the
open market or may purchase original issue shares from the Company.
This prospectus (the "Prospectus") relates to 250,000 authorized shares of
the Company's Common Stock offered for purchase under the Plan and should be
retained for future reference. The Company's Common Stock is presently traded on
the American Stock Exchange.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is November 28, 1997.
Please be advised that the Agent may utilize BNY Brokerage, Inc., an affiliate
of the Agent, for all trading activity relating to the Direct Stock Purchase
Plan on behalf of participants. BNY Brokerage, Inc. receives a commission in
connection with such transactions.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act"), and in accordance therewith files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"), which may be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Room 1024, Washington, D.C. 20549, and at the following regional offices of the
Commission: New York Office (7 World Trade Center, Fourteenth Floor, New York,
New York 10048) and Chicago Office (Citicorp Atrium Center, 500 W. Madison St.,
Suite 1400, Chicago, Illinois 60661). Copies of such materials also can be
obtained from the Public Reference Section of the Commission, 450 Fifth Street,
N.W., Room 1024, Washington, D.C. 20549, at prescribed rates. Such materials may
also be accessed electronically by means of the Commission's home page on the
Internet at http://www.sec.gov.
The Company's securities are listed on the American Stock Exchange, and
reports, proxy statements and other information concerning the Company can be
inspected at the offices of the American Stock Exchange, 86 Trinity Place, New
York, New York 10006-1881.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have heretofore been filed by the Company
with the Commission pursuant to the Exchange Act, are incorporated herein by
reference and are deemed to be a part hereof:
(a) Annual Report on From 10-K for the fiscal year ended August 31, 1997.
(b) The description of shares of Common Stock, including the preferred
stock purchase rights attached thereto, included or incorporated by
reference in the Company's registration statement on Form 8-A filed
under the Exchange Act, including any amendment or reports filed for
the purpose of updating such description.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering of the Common Stock offered hereby also shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of such documents.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon the written or oral request of any such person, a
copy of any or all of the foregoing documents incorporated herein by reference
(other than exhibits to such documents). Such requests should be directed to:
Valley Resources, Inc., Attention: Corporate Secretary, P. O. Box 7900,
Cumberland, RI 02864, 401-334-1188.
In the event that the Company makes this Prospectus available to investors
in an electronic format, the Company will promptly provide without charge to
each person to whom this Prospectus is delivered electronically, or to his or
her representative, upon the written or oral request of any such person, a paper
copy of the Prospectus. Requests for paper copies should be directed to: Valley
Resources, Inc., Attention: Corporate Secretary, P. O. Box 7900, Cumberland, RI
02864, 401-334-1188.
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THE COMPANY
Valley Resources, Inc. is the issuer of the Common Stock referred to
herein. The Company's principal executive office is located at 1595 Mendon Road,
Cumberland, RI 02864, and the telephone number is (401)334-1188.
The Company has five wholly-owned active subsidiaries: Valley Gas Company
and Bristol & Warren Gas Company are regulated natural gas local distribution
companies servicing franchised areas within the State of Rhode Island; Valley
Appliance and Merchandising Company sells, rents and services natural gas-fired
appliances in the residential, commercial and industrial markets and sells a
complimentary line of electrical appliance and water filtration systems; Valley
Propane, Inc. sells liquefied petroleum gas to the residential, commercial and
industrial markets in Rhode Island and Southeastern Massachusetts; Morris
Merchants, Inc. is a distributor in the plumbing and heating business in New
England and upstate New York. The Company also owns an 80 percent interest in
Alternate Energy Corporation which designs, engineers and constructs alternate
fuel refueling facilities, holds a patent for the cofiring of natural gas and
diesel fuel on both vehicular and stationary engines and represents a line of
fuel cells.
THE OFFERING
This Prospectus relates to 250,000 authorized shares of the Company's
Common Stock offered for purchase under the Plan by shareholders of record
through the reinvestment of dividends and Voluntary Cash Payments of at least
$25 and not more than $75,000 per calendar year.
Shares purchased with reinvested dividends are offered at a 5% discount
from current market prices. Such discount has not been changed since the
inception of the discount and could be adjusted by the Company depending upon
the number of shares purchased under the Plan and the willingness of the Company
to continue to offer the discount at the current level. There is no maximum
number of shares or dollar amount of dividend reinvestment under the Plan.
There is no discount applicable to shares purchased with Voluntary Cash
Payments. Such shares are purchased at current market prices. No more than
$75,000 of Voluntary Cash Payments may be made by a participant during each
calendar year.
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The discount on shares purchased with reinvested dividends and the absence
of a maximum on dividend reinvestment may provide an incentive for certain
persons to enter into transactions that would allow them to acquire shares prior
to a dividend record date, reinvest at the discounted purchase price and resell
the shares in order to capture the discount. The Company has not experienced nor
does it expect significant activity of such nature. Any person engaging in such
transactions may be considered to be an underwriter within the meaning of
section 2(11) of the Securities Act of 1933. The Company has not entered into
any arrangement, either formal or informal, with any person to engage in such
transaction.
PLAN OF DISTRIBUTION
The Common Stock being offered hereby is offered pursuant to a dividend
reinvestment and direct stock purchase plan, the terms of which provide for the
purchase by the Agent of some shares of Common Stock on the open market or
directly from the Company, at the Company's discretion. The Company pays all
fees, commission and expenses incurred in connection with the Plan.
THE PLAN
The following is a question and answer statement of the provisions of the
Direct Stock Purchase Plan:
Purpose and Advantage
1. What is the purpose of the Plan?
The purpose of the Plan is to provide to Company shareholders a simple,
convenient and economical way to increase their investment in Common Stock and
to reinvest all or a portion of their cash dividends in additional shares of
Common Stock.
2. What are some of the advantages of the Plan?
-Participants have the opportunity to reinvest cash dividends on all or a
portion of the shares of Common Stock registered in their names and on all or a
portion of the shares held in Plan accounts at a 5% discount from current market
prices.
-Participants in the Plan may purchase additional shares of Common Stock at
100% of market price by making Voluntary Cash Payments of at least $25 up to
$75,000 per calendar year. Voluntary Cash Payments may be made by check, money
order or electronic funds transfer from a predesignated U.S. checking or savings
account. Checks and money orders must be drawn on a U. S. bank payable in U. S.
currency or they will be returned to the participant. Third party checks or
money orders are not acceptable.
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-All shares of Common Stock are purchased under the Plan without charge to
Plan participants or any service fees or brokerage commissions.
-The Plan offers a "safekeeping" service whereby shareholders of record may
deposit their Common Stock certificates with the Agent and have their ownership
of such Common Stock maintained on the Agent's records as part of their Plan
account.
-Participants may direct the Agent to transfer, at any time and at no cost
to the participant, all or a portion of the participant's shares held under the
Plan to another person.
-Statements of account are mailed to participants after any investment
activity in the participant's account.
Disadvantages of the Plan
3. What are some of the disadvantages of the Plan?
By not receiving cash dividends, but instead having Common Stock purchased
for their accounts, participants must bear the market risk associated with the
purchase of Common Stock. Also, participants have no control over the price at
which the Common Stock is purchased or sold for their accounts. Furthermore,
participants having dividends reinvested in Common Stock will be liable for
Federal (and perhaps state) taxes without the corresponding receipt of cash.
(See Question No. 23)
Administration
4. Who administers the Plan?
The Bank of New York administers the Plan, purchases and holds shares of
Common Stock acquired under the Plan, maintains records, and sends statements of
account activity to participants. All Enrollment Authorization Forms (as
described in Question No. 7), Voluntary Cash Payments, notices of withdrawal and
all other matters and communications related to the Plan should be addressed to:
Valley Resources, Inc.
c/o The Bank of New York
Dividend Reinvestment Department
P. O. Box 1958
Newark, NJ 07101-9774
Please mention Valley Resources, Inc. in all correspondence and provide
your Plan account number and/or Social Security number.
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Participants may also telephone the Agent Toll Free at 1-888-269-8845, 9:00
a.m.-6:00 p.m. EST, or may call the Company at 1-401-334-1188, 8:00 a.m.-4:30
EST.
Participation
5. Who is eligible to participate in the Plan?
Any person or entity who is a holder of record of Common Stock is eligible
to join the Plan, provided that (a) such person or entity fulfills the
prerequisites for participation described below under "Enrollment Procedures",
and (b) in the case of citizens or residents of a country other than the United
States, its territories, and possessions, participation would not violate local
laws applicable to the Company or the participant.
Individual participants in the Company's 401(k) Employee Stock Ownership
Plan ("KSOP") are not eligible to participate through the KSOP; provided,
however, that KSOP participants who are also shareholders of record are eligible
to participate in the Plan with respect to shares held outside the KSOP.
Enrollment Procedures
6. How does a person participate in the Plan?
(a) Shareholders of record: After being furnished a copy of the Prospectus,
record holders of Common Stock may join the Plan by completing and signing an
enrollment authorization form (the "Enrollment Authorization Form") and
returning it to the Agent. (See Question No. 7)
(b) Beneficial Owners: A beneficial owner whose shares are registered in a
name other than his or her own (for example, in the name of a broker or bank
nominee) may participate in the dividend reinvestment feature of the Plan by
making arrangements with his or her broker or bank to participate on his or her
behalf through the Depository Trust Company Dividend Reinvestment Service.
Brokers and nominees owning Company Common Stock at Depository Trust Company may
participate in the dividend reinvestment feature of the Plan through such
service.
7. What does the Enrollment Authorization Form provide?
The Enrollment Authorization Form provides for the purchase of additional
shares of Common Stock of the Company by a shareholder of record through the
following investment options:
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"Full Dividend Reinvestment" - The Agent will apply all cash dividends on
all shares then or subsequently registered in a participant's name, together
with any Voluntary Cash Payments, toward the purchase of additional Common
Stock.
"Partial Dividend Reinvestment" - A participant may elect to reinvest a
portion of the cash dividends paid on the shares (50 shares minimum must be
designated for partial reinvestment) registered in the participant's name and
held in certificated form or in the participant's Plan accounts by designating
such election on the Enrollment Authorization Form. Participants electing
partial reinvestment of cash dividends must designate the number of shares
(minimum 50 shares) to be reinvested. Cash dividends will be sent to
participants by check or deposited electronically into a bank checking or
savings account, if requested. Dividends paid on all other Plan shares, together
with Voluntary Cash Payments, will be applied toward the purchase of additional
shares.
"Voluntary Cash Payments Only" - The participant will continue to receive
cash dividends on shares registered in his or her name in the usual manner, and
the Agent will apply such Voluntary Cash Payments received toward the purchase
of additional Common Stock. Shares purchased with Voluntary Cash Payments will
be held in the participant's Plan account unless otherwise directed, and
dividends paid on such Shares will be paid in cash or deposited electronically
into the participant's bank account, if requested.
Participants who only partially reinvest their dividends may elect to have
the cash portion of their dividends deposited electronically into a bank
checking account or savings account at no charge by completing and submitting to
the Agent an Electronic Deposit of Dividends Enrollment Form and a voided check
or deposit slip. The Electronic Deposit of Dividends Enrollment Forms are
available from both the Company and the Agent.
8. When may a person join the Plan?
Shareholders of record may join the Plan at any time by completing an
Enrollment Authorization Form and mailing it to the Agent. Once in the Plan,
such participant will remain a participant until he or she discontinues
participation. If an Enrollment Authorization Form requesting reinvestment of
dividends is received by the Agent on or before the record date for a dividend
payment, that dividend payment will be applied toward purchase of Common Stock.
Record dates are ordinarily about the last business day of March, June,
September and December.
If an Enrollment Authorization Form is received from a shareholder after
the record date established for a particular dividend, the reinvestment of
dividends will begin on the dividend payment day following the next record date
if such shareholder is still a holder of record.
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Purchases and Price of Shares
9. What is the source of Common Stock purchased under the Plan?
Shares of Common Stock will be, at the Company's discretion, purchased
either directly from the Company, in which event such shares will be either
authorized but unissued shares or shares held by the Company for such purpose,
or on the open market, or by combination of the foregoing.
10. When will shares be purchased under the Plan?
Purchases made directly from the Company will be made on the relevant
Investment Date (as defined in the next paragraph). Purchases on the open market
will begin on the Investment Date and will be completed no later than 30 days
from such date except where completion at a later date is necessary or advisable
under any applicable federal securities laws. Such purchases may be made on the
American Stock Exchange or any other securities exchange where such shares are
traded, in the over-the-counter market or by negotiated transactions and may be
subject to such terms with respect to price, delivery and other terms as the
Agent may agree. Neither the Company nor any participant shall have any
authority or power to direct the time or price at which shares may be purchased,
or the selection of the broker or dealer through or from whom purchases are to
be made. When shares are purchased on the open market, participants become
owners of shares as of the date of purchase and the reports sent to participants
will reflect such purchase date. (See Question No. 16)
There is one Investment Date each week. The Investment Dates will be
Wednesday of each week, except for any Wednesday which is a dividend payment
date, in which event the dividend payment date will become the Investment Date.
If, however, an Investment Date falls on a date on which the American Stock
Exchange is closed, the first succeeding day on which the American Stock
Exchange is open will be the Investment Date.
11. What will be the price to the participant of shares purchased under the
Plan?
The price to the participant of shares purchased under the Plan with
reinvested dividends will be 95% of the average price. Purchases of stock made
with Voluntary Cash Payments will be made at 100% of the acquisition cost on the
open market or the average price if purchased from the Company. The average
price is determined by averaging closing prices of Common Stock as reported on
the American Stock Exchange-Composite Transactions for the three days on which
the stock was traded prior to the Investment Date.
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12. How many shares of Common Stock will be purchased for participants?
The number of shares to be purchased depends on the amount of the
participant's dividends, if any, and any Voluntary Cash Payments received by the
Agent. Each participant's account will be credited with the number of shares,
including fractions computed to four decimal places, equal to the total amount
invested divided by the purchase price. There is no maximum number of shares of
Common Stock which can be purchased with reinvested dividends.
Voluntary Cash Payments
13. How does the Voluntary Cash Payment feature of the Plan work?
All eligible shareholders of record who have submitted a signed Enrollment
Authorization Form are eligible to make Voluntary Cash Payments at any time.
Payments may be made by check or money order or may be deducted automatically on
a monthly basis from a financial institution account. (See Question No. 19) All
such payments must be payable to The Bank of New York in U.S. dollars. Checks
must be drawn against a U.S. bank and must be payable in U.S. currency. The
Agent will not accept third party checks; they will be returned. The Agent will
apply any Voluntary Cash Payment received from a participant to the purchase of
Common Stock for the account of the participant on the next Investment Date if
such Common Stock is purchased from the Company, and as soon as practicable
beginning on the Investment Date if such Common Stock is purchased on the open
market.
In the event that any check is returned unpaid for any reason, the Agent
will consider the request for investment of such money null and void and shall
immediately remove the participant's account shares, if any, purchased upon the
prior credit of such money. The Agent shall thereupon be entitled to sell those
shares to satisfy any uncollected amounts. If the net proceeds of the sale of
such shares are insufficient to satisfy the balance of such uncollected amounts,
the Agent shall be entitled to sell such additional shares from the
participant's account to satisfy the uncollected balance.
14. When will Voluntary Cash Payments received by the Agent be invested?
Voluntary Cash Payments received by the Agent no later than 12:00 noon on
the business day preceding an Investment Date will be held by the Agent and
invested beginning on the next Investment Date following receipt of funds by the
Agent. Upon a participant's written request received by the Agent at least two
business days prior to the applicable Investment Date, a Voluntary Cash Payment
will be returned to the participant. However, no refund of a check or money
order will be made until funds have actually been received by the Agent.
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Expenses and Costs
15. What are the costs to participants in the Plan?
For Plan participants there are no brokers' commissions and no fees or
service charges connected with stock purchases. The Company pays these costs,
along with any costs for administration of the Plan. There is a fee for selling
shares through the Plan. (See Question No. 24)
Reports to Participants
16. What reports will be sent to participants in the Plan?
Each participant will receive a statement of account showing amounts
invested with Voluntary Cash Payments, purchase price including any discount
received, shares purchased and other information resulting from investment
activity. Each statement contains a form which can be used to deposit shares for
safekeeping, make Voluntary Cash Payments or withdraw shares from the Plan. At
each year-end, the statement will include all information pertaining to a
participant's account for such year and should be retained for income tax
purposes. In addition, each participant will receive copies of the same
communications sent to every other holder of Common Stock, including the
Company's quarterly earnings reports, Annual Report to Shareholders, and the
Notice of Annual Meeting and Proxy Statement. Each participant will receive
annually Internal Revenue Service information on Form 1099-DIV for reporting
dividend income received. All acknowledgment of cash received will be sent to
participants who make Voluntary Cash Payments.
Stock Certificates and Safekeeping
17. What is the Safekeeping feature of the Plan and how does it work?
At the time of enrollment in the Plan, or at any later time, participants
may use the Plan's Safekeeping service to deposit with the Agent Common Stock
registered in the name of the participant. Shares deposited will be transferred
into the name of the Agent or its nominee and credited to the participant's
account under the Plan. Thereafter, such shares will be treated in the same
manner as shares purchased through the Plan.
By using the Plan's Safekeeping service, participants no longer bear the
risk associated with loss, theft or destruction of stock certificates. Also,
because shares deposited with the Agent are treated in the same manner as shares
purchased through the Plan, they may be transferred or sold through the Plan in
a convenient and efficient manner. Dividends paid on shares deposited for
Safekeeping may be reinvested or paid in cash to the participant. Participants
may elect to receive cash dividends on all or a portion of such shares by
completing and submitting to the Agent a new Enrollment Authorization Form
indicating the
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dollar amount of cash dividends to be reinvested. Participants may receive cash
dividends by check or electronic deposit into a bank checking or savings
account. Participants may request electronic deposit of dividends by completing
and submitting to the Agent an Electronic Deposit of Dividends Enrollment Form,
available from both the Company and the Agent. (See Question No. 7)
Participants who wish to deposit their Common Stock certificates with the
Agent should consider sending them to the Agent, accompanied by the tear off
transaction advice attached to your statement requesting deposit, by registered
mail, or certified mail, return receipt requested, to the following address,
since the participant bears the risk of replacement costs if the certificates
are lost in transit:
The Bank of New York
Securities Transfer Divisions
P. O. Box 1958
Newark, NJ 07101-9774
Certificates sent by overnight delivery service should be addressed to:
Dividend Reinvestment Department
The Bank of New York
101 Barclay Street
New York, NY 10286
The stock certificates should not be endorsed.
18. What happens to shares purchased under the Plan?
Shares purchased under the Plan will be automatically held in safekeeping
by the Agent in its name or the name of its nominee. The number of shares
(including fractional interests) held for each participant will be shown on each
statement of account. Participants may obtain a certificate for all or some of
the whole shares of Common Stock held in their Plan accounts upon written
request to the Agent. Any remaining shares will continue to be held by the
Agent.
Dividends on shares purchased through the Plan, whether they are held by
the participant in certificated form or by the Agent, may be paid in cash to the
shareholder by check or electronic deposit or reinvested pursuant to the
shareholder's instruction to the Agent contained in a completed Enrollment
Authorization Form. If you wish to change any feature of your dividend
reinvestment or optional cash purchase program, you must complete and forward to
the Transfer Agent a new Enrollment Authorization Form.
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Automatic Monthly Investment
19. What is the Automatic Monthly Investment feature of the Plan and how
does it work?
Participants may make Voluntary Cash Payments by means of an Automatic
Monthly Investment of not less than $25 nor more than a total of $75,000 during
a calendar year by electronic funds transfer from a predesignated U.S. account.
If a participant has already established a Plan account and wishes to
initiate Automatic Monthly Investments, the participant must complete and sign
an Automatic Monthly Investment Form and return it to the Agent together with a
voided blank check (for a checking account) or deposit slip (for a savings
account) for the account from which funds are to be drawn. Automatic Monthly
Investment Forms may be obtained from both the Agent and the Company. Forms will
be processed and will become effective as promptly as practicable.
Once Automatic Monthly Investment is initiated, funds will be drawn from
the participant's designated account on the 25th of the month and will be
invested in Common Stock as soon as practicable thereafter.
Participants may change the amount of their Automatic Monthly Investment by
completing and submitting to the Agent a new Automatic Monthly Investment Form.
To be effective with respect to a particular month, however, the new Automatic
Monthly Investment Form must be received by the Agent by the 25th day of the
previous month. Participants may terminate their Automatic Monthly Investment by
notifying the Agent in writing.
Transfer of Shares
20. May a participant assign or transfer all or a part of his or her shares
held under the Plan to another person?
Yes. If a participant wishes to change the ownership of all or part of his
or her shares held under the Plan through gift, private sale or otherwise, the
participant may effect the transfer by mailing to the Agent a properly completed
and executed Stock Power Assignment Separate from Certificate Form ("Stock
Power"). Transfers of a participant's shares may be made in whole and/or
fractional share amounts; provided, however, that with respect to any transfer
which establishes a new Plan account, at least one whole share must be
transferred. Requests for transfer are subject to the same requirements as for
the transfer of Common Stock certificates, including the requirement of a
Medallion signature guarantee. Stock Powers are available upon request from both
the Agent and the Company. The participant requesting the transfer shall be
liable for any and all stock transfer taxes.
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21. If Plan shares are transferred to another person, will the Agent issue
a stock certificate to the transferee?
If the participant so requests, a stock certificate(s) will be issued to
the transferee. Otherwise, shares transferred will continue to be held by the
Agent under the Plan. An account will be opened in the name of the transferee,
if he or she is not already a participant, and such transferee will
automatically be enrolled in the Plan under the Full Dividend Reinvestment
Option, and all dividends on shares transferred to the transferee's Plan account
will be reinvested under the terms of the Plan.
22. How will a transferee be advised of his or her stock ownership?
The transferee will receive an acknowledgment showing the number of shares
transferred to and held in the transferee's Plan account.
Federal Income Tax Consequences
23. What are the federal income tax consequences of participation in the
Plan?
Reinvested Dividends. A holder of Common Stock participating in the Plan
and electing the dividend reinvestment option will be treated for Federal income
tax purposes as receiving a distribution in an amount equal to the fair market
value on the Investment Date of all full and fractional shares credited to the
participant. The distribution will be taxable as a dividend to the extent of the
Company's earnings and profits as determined for Federal income tax purposes.
The tax basis of the shares will be an amount equal to their fair market value
on the Investment Date. For these purposes the fair market value will be the
average of the closing prices of the Common Stock as reported on the American
Stock Exchange-Composite Transactions for the three most recent days prior to
the Investment Date on which such Common Stock traded.
If the shares for a participant's account are acquired on the open market
with reinvested dividends, the Company will pay any brokerage fees associated
with such acquisition; however, such brokerage fees will be allocated to the
participants and each participant will be required to include such fees in gross
income as a dividend (to the extent of the Company's earnings and profits). The
participant's tax basis in such shares will be increased by the amount of
brokerage fees included as a dividend.
The holding period for Common Stock credited to a participant's account
pursuant to a dividend reinvestment option will begin on the day following the
applicable Investment Date.
Voluntary Cash Payments. In the case of shares purchased on the open market
with Voluntary Cash Payments, shareholders will have included in gross income an
amount equal to any brokerage commissions paid by the Company. The participant's
basis in the shares acquired with Voluntary Cash Payments will be
13
<PAGE>
the cost of the shares to the Agent plus an allocable share of any brokerage
commissions paid by the Company. The holding period credited to a participant's
account pursuant to a Voluntary Cash Payment will begin on the day after the
date the shares are acquired.
Additional Information. Corporate shareholders should be aware that the
Internal Revenue Code of 1986, as amended, limits the availability of the
dividends-received deduction under various special rules, including the
situation where a holder of stock incurs indebtedness directly attributable to
such stock. For further information on a corporate shareholder's eligibility for
the dividends-received deduction, participants should consult with their own tax
advisors.
A participant will not realize any taxable income when he or she receives
certificates for whole shares credited to his or her account under the Plan,
either upon a request for such certificates or upon withdrawal from or
termination of the Plan. However, the participant who receives, upon withdrawal
from or termination of the Plan, a cash payment for the sale of Plan shares held
for such participant's account or for a fractional share then held in his or her
account will realize gain or loss measured by the difference between the amount
of the cash received and the participant's basis in such shares or fractional
share. Such gain or loss will be capital in character if such shares or
fractional shares are a capital asset in the hands of the participant.
In the case of a foreign participant whose dividends on Common Stock are
subject to United States income tax withholding and whose account is to be
credited with Common Stock pursuant to a reinvestment option, the Agent will
withhold the appropriate amount of tax and reinvest the balance in Common Stock.
The Agent's statement to the foreign participant confirming acquisition of
shares pursuant to the Plan will indicate the amount of tax withheld and the
amount of the reinvestment.
In the case of a shareholder subject to backup withholding tax on dividends
to be reinvested under the Plan, the appropriate amount will be withheld and the
balance of the dividend otherwise payable will be invested in Common Stock.
All participants, as well as eligible shareholders who are considering
participating in the Plan, are urged to consult with their own tax advisers
regarding the particular federal, state and local tax consequences of their
participation in the Plan.
Termination of Participation
24. How and when may a participant terminate participation in the Plan?
A participant may terminate participation in the Plan at any time by notice
to the Agent received prior to a dividend record date. As soon as practicable
following termination, the Agent will send the participant a certificate for the
whole shares in the participant's Plan account. If the participant so requests,
the Agent
14
<PAGE>
will sell all or a portion of such shares and remit to the participant the
proceeds of the sale, less brokerage commissions, any transfer tax and a fee of
$5 charged by the Agent. If a request to terminate a Plan account is received by
the Agent on or after the record date for a dividend payment, such request to
terminate may not become effective until any dividend paid on the dividend
payment date has been reinvested and the shares of Common Stock purchased are
credited to the participant's account under the Plan. The Agent, in its sole
discretion, may either pay any such dividend in cash or reinvest it in Company
Common Stock on behalf of the terminating participant. If such dividend is
reinvested, the Agent will sell the shares purchased and remit the proceeds to
the participant (less commissions and fees, as described above). Any Voluntary
Cash Payment which had been sent to the Agent prior to the request to terminate
will also be invested unless return of the amount is expressly requested in the
request for termination and such request is received at least two business days
prior to the relevant Investment Date. In every case of termination, the
participant's interest in a fractional share will be paid in cash based on the
then current market price of Company Common Stock as reported on the American
Stock Exchange-Composite Transactions (less commissions and fees, as described
above). The Agent, at its discretion, may terminate any account which contains
only a fraction of a share by paying the account holder the dollar value of such
fractional share (less commissions and fees, as described above). After
termination, dividends on shares held in certificated form will be paid to the
shareholder in cash or deposited electronically into the shareholder's bank
account, if requested, unless and until the shareholder rejoins the Plan, which
he or she may do at any time by requesting an Enrollment Authorization Form from
the Agent.
A participant may request that the Agent sell some, but not all, of the
shares in a Plan account, and remit the proceeds (less commissions and fees, as
described above) to the participant as soon as possible. If the request to sell
is received by the Agent after the record date for a dividend payment, any
dividends paid on those shares will be reinvested and the shares of Common Stock
purchased will be credited to the participant's Plan account.
Miscellaneous
25. What happens when participants sell or transfer all of the shares
registered in their names?
When participants sell or transfer all of the Common Stock registered in
their names, the Agent will continue to purchase Common Stock with the dividends
on the shares credited to their accounts under the Plan until otherwise notified
by the participant.
26. What happens if the Company has a rights offering?
In the case of a Common Stock rights offering, Plan participants will
receive rights based upon whole shares of Common Stock registered in their names
as of the record date for any such rights offered, and whole shares credited to
their accounts under the Plan as of the record date. Transaction processing may
be curtailed or suspended until the completion of the rights offering.
15
<PAGE>
27. What happens if the Company issues a stock dividend or declares a stock
split?
All stock dividend or split shares of Common Stock distributed by the
Company will be added to the participant's account. The Agent will issue a
certificate(s) for any split shares or stock dividend credited to a
participant's account upon written request from the participant to the Agent.
Transaction processing may be curtailed or suspended until the completion of any
stock dividend or stock split.
28. How will a participant's shares be voted at shareholders' meetings?
Full and fractional shares held in the Plan for a participant will be voted
as the shareholder directs. A participant will receive a proxy card showing the
total number of shares he or she holds, both those registered in the
participant's name and those the participant holds through the Plan.
29. May the Plan be modified or discontinued?
The Company reserves the right to suspend, modify or terminate the Plan at
any time. All shareholders, both participants and non-participants in the Plan,
will be notified of any suspension, termination or significant modification of
the Plan. If the Plan is terminated, shares held in the participant's account
will be distributed as described in Question No. 24.
30. Who interprets and regulates the Plan?
The Company reserves the right to interpret and regulate the Plan, as
deemed desirable or necessary, in connection with its operation. Additionally,
each of the Company and the Agent reserves the right to terminate enrollment of
any participant who participates in the Plan in a manner abusive of the purpose
and intent of the Plan as determined by the Company or in a manner deemed by the
Company not to be in the best interest of shareholders generally.
31. What are the responsibilities of the Company and the Agent under the
Plan?
Neither the Company nor the Agent will be liable for any good faith act or
for any good faith omission to act, including, without limitation, any claim or
liability arising out of failure to terminate a participant's account upon such
participant's death, the prices at which shares are purchased or sold for a
participant's account, the times when purchases or sales are made, or
fluctuations in the market value of Common Stock. However, nothing contained in
this provision affects a shareholder's right to bring a cause of action based on
alleged violations of federal securities laws.
16
<PAGE>
32. Does participation in the Plan involve any risk?
The risk to participants is the same as with any other investment in Common
Stock of the Company. A participant may lose an advantage otherwise available
from being able to select more specifically the timing of investment or sale of
shares. Participants must recognize that neither the Company nor the Agent can
assure a profit or protect against a loss on the shares purchased under the
Plan.
USE OF PROCEEDS
The Company does not know the number of shares that ultimately will be
purchased from the Company under the Plan nor the prices at which such shares
will be sold. The proceeds are intended to be used for general corporate
purposes.
LEGAL OPINION
The validity of the shares of Common Stock offered hereby has been passed
upon for the Company by Edwards & Angell, One Hospital Trust Plaza, Providence,
Rhode Island 02903.
EXPERTS
The consolidated financial statements and schedules of Valley Resources,
Inc. at August 31, 1997 and 1996, and for each of the three years in the period
ended August 31, 1997 appearing in the Company's Annual Report on Form 10-K,
have been audited by Grant Thornton LLP, independent auditors, as set forth in
their report included therein and incorporated herein by reference. Such
consolidated financial statements and schedules are incorporated herein by
reference in reliance upon such report given upon the authority of such firm as
experts in accounting and auditing.
INDEMNIFICATION
The Rhode Island Business Corporation Act permits the Company to indemnify
any director, officer or other employee of the Company or his legal
representative against reasonable costs, expenses and counsel fees paid or
incurred in connection with any proceeding to which such director, officer or
other employee or his legal representative may be a party by reason of his being
a director, officer or employee, provided that such director, officer or other
employee shall have acted in good faith, in what he reasonably believed to be in
the best interests of the Company and, where criminal liability is charged, had
no reasonable cause to believe that his conduct was unlawful. Insofar as
indemnification for liabilities arising under the Securities Act of 1933, as
amended (the "Act"), may be permitted to directors, officers or persons
controlling the Company pursuant to such provisions, the Company has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.
17
<PAGE>
No dealer, salesman or other person
has been authorized to give any information
or to make any representations not contained
in this Prospectus in connection with the
offering made hereby, and, if given or made,
such information or representations must not
be relied upon as having been authorized by
the Corporation or any Underwriter. This
Prospectus does constitute an offer to sell Valley Resources, Inc.
or a solicitation of an offer to buy any of Common Stock
the securities offered hereby in any ($1 Par Value)
jurisdiction to any person to whom it is
unlawful to make such offer or solicitation
in such jurisdiction. Neither the delivery
of this Prospectus nor any sale hereunder
shall under any circumstances create any
implication that there has been no change
in the affairs of the Corporation since any
of the dates as of which information is
furnished herein or the date hereof.
---------------------- ------------------------
TABLE OF CONTENTS
Page Direct Stock Puchase Plan
----
Available Information.................... 2
Incorporation of Certain Documents by ------------------------
Reference............................ 2
The Company.............................. 3
The Offering............................. 3
Federal Income Tax Consequences.......... 13
Use of Proceeds.......................... 17
Legal Opinion............................ 17 Prospectus
Experts.................................. 17
Indemnification.......................... 17 Dated November 28, 1997
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses in connection with the issuance and distribution of the
securities being registered, other than underwriting compensation are:
Filing Fee for Registration Statement .........................$ 696
Legal Fees and Expenses ....................................... 5,000
Listing Fees .................................................. 2,000
Accounting Fees and Expenses .................................. 2,000
Printing and Engraving Fees ................................... 3,000
Miscellaneous ................................................. 1,304
TOTAL .........................................................$14,000
___________
*Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 7-1.1-4.1 of the Rhode Island Business Corporation Act permits any
director, officer or other employee of the Registrant or his legal
representative to be indemnified by the Registrant against reasonable costs,
expenses, and counsel fees paid or incurred in connection with any proceeding to
which such director, officer or other employee or his legal representative may
be a party by reason of his being a director, officer or employee, provided that
such director, officer or other employee shall have acted in good faith, in what
he reasonably believed to be in the best interests of the Registrant and, where
criminal liability is charged, has no reasonable cause to believe that his
conduct was unlawful.
The Articles of Incorporation, as amended, of the Registrant also contain a
provision eliminating the liability of a director to the Registrant or its
stockholders for breach of fiduciary duty as director, other than liability for
(a) breach of the director's duty of loyalty to the corporation or its
shareholders, (b) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (c) unlawful payment of a
dividend or unlawful stock purchase or redemption, or (d) any transaction from
which the director derived an improper personal benefit.
ITEM 16. EXHIBITS.
Number Description
4 Valley Resources, Inc. Direct Stock Purchase Plan is set forth in
full in the Prospectus included in Part I of this Registration
Statement.
5 Opinion of Edwards & Angell.
23(a) Consent of Grant Thornton LLP.
23(b) Consent of Edwards & Angell (included in Exhibit 5.)
24 Power of Attorney of certain officers and directors (See
signature pages).
<PAGE>
ITEM 17. UNDERTAKINGS
(a) The undesigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a) (3) of
the Securities Act of 1933,
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in this Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424 (b) if, in the aggregate,
the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement.
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration
Statement or any material change to such information in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13 (a)
or 15 (d) of the Securities Exchange Act of 1934 that is incorporated
by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
<PAGE>
SIGNATURES
Pursuant to the requirement of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirement for filing on Form S-3 and had duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Cumberland, State of Rhode Island, on the 28th of
November, 1997.
VALLEY RESOURCES, INC.
By: S/Alfred P. Degen
---------------------
Alfred P. Degen
President & Chief Executive Officer
Exhibit 5
November 28, 1997
Valley Resources, Inc.
1595 Mendon Road
Cumberland, RI 02864
Ladies and Gentlemen:
This opinion is furnished in connection with the filing by Valley
Resources, Inc. (the "Company") of a Registration Statement on Form S-3 (the
"Registration Statement") registering under the Securities Act of 1933, as
amended, 208,875 shares of Common Stock, $1.00 par value (the "Common Stock"),
to be issued pursuant to the Company's Direct Stock Purchase Plan (the "Plan").
As counsel for the Company, we participated in the preparation of the
Registration Statement and have examined such other certificates and documents
as we deemed necessary or appropriate for the purposes of this opinion.
Based upon the foregoing, we are of the opinion that the shares of Common
Stock being registered by theRegistration Statement, when issued and paid for as
contemplated by the Plan, will be validly issued, fully paid and non-assessable.
We hereby consent to the reference to our firm in the Registration
Statement.
Very truly yours,
EDWARDS & ANGELL
Exhibit 23
Consent of Independent Certified Public Accountants
---------------------------------------------------
We have issued our reports dated September 26, 1997, accompanying the
consolidated financial statements of Valley Resources, Inc. and subsidiaries
appearing in the 1997 Annual Report to Stockholders of the Company and
accompanying the schedule included in the Annual Report on Form 10-K for the
year ended August 31, 1997, which are incorporated by reference in this
Registration Statement. We consent to the incorporation by reference in the
Registration Statement of the aforementioned reports and to the use of our names
as it appears under the caption "Experts".
S/Grant Thornton
------------------
GRANT THORNTON LLP
Boston, Massachusetts
November 26, 1997
Exhibit 24
POWER OF ATTORNEY AND SIGNATURES
Each person whose signature appears below constitutes and appoints Alfred
P. Degen and Kenneth W. Hogan his/her true and lawful attorneys-in-fact and
agents, each acting alone, with full powers of substitution and re-substitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, each acting alone,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in fact and agents, each acting alone, or
his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on November 28, 1997.
Signature Title
--------- -----
S/A. P. Degen
- - ----------------------------
Alfred P. Degen President, Chief Executive Officer & Director
S/K. W. Hogan
- - ----------------------------
K. W. Hogan Vice President, Chief Financial Officer & Secretary
S/E. N. Agresti
- - ----------------------------
Ernest N. Agresti Director
S/M. G. Alperin
- - ----------------------------
Melvin G. Alperin Director
- - ----------------------------
C. Hamilton Davison Director
S/D. A. DeAngelis
- - ----------------------------
Don A. DeAngelis Director
- - ----------------------------
James M. Dillon Director
S/J. K. Farnum
- - ----------------------------
Jonathan K. Farnum Director
S/J. F. Guthrie
- - ----------------------------
John F. Guthrie Director
- - ----------------------------
Eleanor M. McMahon Director
