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, 1998 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 Resources, Inc.
401-K Employee Stock Ownership Plan for the plan year
ended December 31, 1998.
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 June 21, 1999 By S/S. Partridge
-----------------------------------
S. Partridge
Vice President, Chief Financial
Officer, Secretary and Treasurer
<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, 1998 to December 31, 1998
--------------- -----------------
Commission file number 1-7924
VALLEY RESOURCES, INC.
401-K EMPLOYEE STOCK OWNERSHIP 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, 1998 F-2 - F-3
Statements of Financial Condition as of
December 31, 1997 F-4 - F-5
Statements of Income and Changes in
Plan Equity for the years ended
December 31, 1998 F-6 - F-7
Statements of Income and Changes in
Plan Equity for the years ended
December 31, 1997 F-8 - F-9
Notes to Financial Statements F-10 - F-18
Schedules:
Schedules I, II and III have been omitted
because the required information is shown
in the financial statements
b) Exhibits:
24d) Consent of Independent Certified Public Accountants
<PAGE>
Report of Independent Certified Public Accountants
--------------------------------------------------
Administrator of the Valley Resources, Inc.
401(k) Employee Stock Ownership Plan
We have audited the accompanying statements of financial condition of
Valley Resources, Inc. 401(k) Employee Stock Ownership Plan as of December 31,
1998 and 1997, and the related statements of income and changes in plan equity
for each of the two years in the period ended December 31, 1998. 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 Resources, Inc.
401(k) Employee Stock Ownership Plan as of December 31, 1998 and 1997, and the
income and changes in plan equity for each of the two years in the period ended
December 31, 1998, in conformity with generally accepted accounting principles.
S/Grant Thornton LLP
GRANT THORNTON LLP
Boston, Massachusetts
April 29, 1999
F-1
<PAGE>
Valley Resources, Inc. 401(K) Employee Stock Ownership Plan
STATEMENTS OF FINANCIAL CONDITION
December 31, 1998
<TABLE>
<CAPTION>
AMERICAN
INDEXED AMERICAN FUNDAMENTAL
MEMBER LASALLE BOND BALANCED INVESTORS
ASSETS LOANS FUND FUND FUND FUND
- ------ --------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Investments (Note A)
Common Stock of
Valley Resources, Inc.
at Market Value
836,321.57 Shares
(Cost $9,294,464.46)
OTHER (NOTE ) $293,263.85 $435,548.88 $ 87,529.67 $ 645,920.53
----------- ----------- ----------- ----------- -------------
Total Investments 0.00 293,263.85 435,548.88 87,529.67 645,920.53
---------- ----------- ----------- ----------- -------------
Money Market 0.00 186,077.22 (2.15) 0.00 0.72
Contributions Receivable 0.00 8,336.07 0.00 0.00 0.00
Dividend Receivable
Member Loan Receivable 29,194.84 0.00 0.00 0.00 0.00
---------- ----------- ----------- ----------- -------------
Total Assets $29,194.84 $487,677.14 $435,546.73 $ 87,529.67 $ 645,921.25
========== =========== =========== =========== =============
LIABILITIES AND EQUITY
- ----------------------
Acquisition Indebtedness (Note D) $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00
Interest Payable
Plan Equity - Including
Net Unrealized
Depreciation or
Appreciation of
Investments (Note A) 29,194.84 487,677.14 435,546.73 87,529.67 645,921.25
---------- ----------- ----------- ----------- -------------
Net Assets 29,194.84 487,677.14 435,546.73 87,529.67 645,921.25
---------- ----------- ----------- ----------- -------------
Total Plan Equity &
Liabilities $29,194.84 $487,677.14 $435,546.73 $ 87,529.67 $ 645,921.25
========== =========== =========== =========== =============
</TABLE>
The accompanying Notes are an integral part of these statements.
F-2
<PAGE>
Valley Resources, Inc. 401(K) Employee Stock Ownership Plan
STATEMENTS OF FINANCIAL CONDITION - CONTINUED
December 31, 1998
<TABLE>
<CAPTION>
EURO
PACIFIC VRI ESOP
MFS GROWTH EMPLOYEE & ER SUSPENSE
ASSETS FUND FUND STOCK FUND FUND TOTAL
- ------ ----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Investments (Note A)
Common Stock of
Valley Resources, Inc.
at Market Value
836,321.57 Shares
(Cost $9,294,464.46) $7,617,082.49 $2,824,300.00 $10,441,382.49
Other (Note) $2,447,477.24 $180,291.29 4,090,031.46
------------- ----------- ------------- ------------- --------------
Total Investments 2,447,477.24 180,291.29 7,617,082.49 2,824,300.00 14,531,413.95
------------- ----------- ------------- ------------- --------------
Money Market 1.33 0.00 6,808.50 197,105.89 389,991.51
Contributions Receivable 0.00 0.00 15,669.07 0.00 24,005.14
Dividend Receivable 114,420.72 42,364.50 156,785.22
Member Loan Receivable 0.00 0.00 0.00 0.00 29,194.84
------------- ----------- ------------- ------------- --------------
Total Assets $2,447,478.57 $180,291.29 $7,753,980.78 $3,063,770.39 $15,131,390.66
============= =========== ============= ============= ==============
LIABILITIES AND EQUITY
- ----------------------
Acquisition Indebtedness (Note D) $ 0.00 $ 0.00 $ 0.00 $2,712,356.51 $ 2,712,356.51
Interest Payable 242,533.99 242,533.99
Plan Equity - Including
Net Unrealized
Depreciation or
Appreciation of
Investments (Note A) 2,447,478.57 180,291.29 7,753,980.78 108,879.89 12,176,500.16
------------- ----------- ------------- ------------- --------------
Net Assets 2,447,478.57 180,291.29 7,753,980.78 108,879.89 12,176,500.16
------------- ----------- ------------- ------------- --------------
Total Plan Equity &
Liabilities $2,447,478.57 $180,291.29 $7,753,980.78 $3,063,770.39 $15,131,390.66
============= =========== ============= ============= ==============
</TABLE>
The accompanying Notes are an integral part of these statements.
F-3
<PAGE>
Valley Resources, Inc. 401(K) Employee Stock Ownership Plan
STATEMENTS OF FINANCIAL CONDITION
December 31, 1997
<TABLE>
<CAPTION>
STABLE INDEXED INDEXED VALUE
MEMBER VALUE BOND EQUITY EQUITY
ASSETS LOANS OPTION FUND FUND FUND
- ------ --------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Investments (Note A)
Common Stock of
Valley Resources, Inc.
at Market Value
799,774.001 Shares
(Cost $8,775,609.04)
----------- ----------- ----------- ----------- -------------
Total Investments $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00
---------- ----------- ----------- ----------- -------------
Money Market 0.00 297,854.26 388,145.53 330,285.64 1,924,426.09
Contributions Receivable 0.00 54,282.00 0.00 0.00 0.00
Member Loan Receivable 11,500.00 0.00 0.00 0.00 0.00
---------- ----------- ----------- ----------- -------------
Total Assets $11,500.00 $352,136.26 $388,145.53 $330,285.64 $1,924,426.09
========== =========== =========== =========== =============
LIABILITIES AND EQUITY
Acquisition Indebtedness (Note D) $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00
Interest Payable
Plan Equity - Including
Net Unrealized
Depreciation or
Appreciation of
Investments (Note A) 11,500.00 352,136.26 388,145.53 330,285.64 1,924,426.09
---------- ----------- ----------- ----------- -------------
Net Assets 11,500.00 352,136.26 388,145.53 330,285.64 1,924,426.09
---------- ----------- ----------- ----------- -------------
Total Plan Equity &
Liabilities $11,500.00 $352,136.26 $388,145.53 $330,285.64 $1,924,426.09
========== =========== =========== =========== =============
</TABLE>
The accompanying Notes are an integral part of these statements.
F-4
<PAGE>
Valley Resources, Inc. 401(K) Employee Stock Ownership Plan
STATEMENTS OF FINANCIAL CONDITION - CONTINUED
December 31, 1997
<TABLE>
<CAPTION>
INTERNATNL VRI ESOP
EQUITY EMPLOYEE & ER SUSPENSE
ASSETS FUND STOCK FUND FUND TOTAL
- ------ ---------------------------------------------------------------
<S> <C> <C> <C> <C>
Investments (Note A)
Common Stock of
Valley Resources, Inc.
at Market Value
799,774.001 Shares
(Cost $8,775,609.04) $6,726,360.19 $2,871,696.77 $ 9,598,056.96
----------- ------------- ------------- --------------
Total Investments $ 0.00 6,726,360.19 2,871,696.77 9,598,056.96
---------- ------------- ------------- --------------
Money Market 74,806.73 315,361.76 299,334.14 3,630,214.15
Contributions Receivable 0.00 3,208.00 0.00 57,490.00
Member Loan Receivable 0.00 0.00 0.00 11,500.00
---------- ------------- ------------- --------------
Total Assets $74,806.73 $7,044,929.95 $3,171,030.91 $13,297,261.11
========== ============= ============= ==============
LIABILITIES AND EQUITY
Acquisition Indebtedness (Note D) $ 0.00 $ 0.00 $2,872,790.00 $ 2,872,790.00
Interest Payable 181,117.52 181,117.52
Plan Equity - Including
Net Unrealized
Depreciation or
Appreciation of
Investments (Note A) 74,806.73 7,044,929.95 117,123.39 10,243,353.59
---------- ------------- ------------- --------------
Net Assets 74,806.73 7,044,929.95 117,123.39 10,243,353.59
---------- ------------- ------------- --------------
Total Plan Equity &
Liabilities $74,806.73 $7,044,929.95 $3,171,030.91 $13,297,261.11
========== ============= ============= ==============
</TABLE>
The accompanying Notes are an integral part of these statements.
F-5
<PAGE>
Valley Resources, Inc. 401(K) Employee Stock Ownership Plan
STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY
FOR THE PLAN YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
AMERICAN
INDEXED AMERICAN FUNDAMENTAL
MEMBER LASALLE BOND BALANCED INVESTORS
LOANS FUND FUND FUND FUND
--------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
INVESTMENT INCOME:
Interest Income $ 0.00 $ 11,593.95 $ 0.00 $ 0.00 $ 0.72
Short-Term Capital Gains 0.00 0.00 4,263.03 4,912.11 52,114.22
Long-Term Capital Gains 0.00 0.00 0.00 0.00 0.00
Dividend Income 0.00 15,313.38 27,844.93 1,446.11 6,700.92
----------- ----------- ----------- ---------- -----------
Total Investment Income 0.00 26,907.33 32,107.96 6,358.22 58,815.86
---------- ----------- ----------- ---------- -----------
Net Realized Gain/(Loss) on
Disposition of Investments
(Note F) 0.00 0.00 (450.04) 95.93 (3,648.03)
---------- ----------- ----------- ---------- -----------
Unrealized Appreciation
(Depreciation) of
Investments (Notes A and E) 0.00 0.00 (13,417.81) (1,526.69) 16,001.18
---------- ----------- ----------- ----------- -----------
Contributions (Note A)
Participants 0.00 25,770.61 50,094.22 67,552.95 219,960.61
Valley Gas Company 0.00 0.00 0.00 0.00 0.00
Loan Repayments (2,506.35) 0.00 262.57 0.00 657.78
---------- ----------- ----------- ----------- -----------
Total Contributions (2,506.35) 25,770.61 50,356.79 67,552.95 220,618.39
---------- ----------- ----------- ----------- -----------
OTHER 1,236.19 (1,452.70) 0.01 0.04 0.00
---------- ----------- ----------- ----------- -----------
Total Net Additions (1,270.16) 51,225.24 68,596.91 72,480.45 291,787.40
---------- ----------- ----------- ----------- -----------
WITHDRAWALS:
Member Distributions 0.00 (574.68) (21,110.89) (1,738.41) (1,327.07)
Participant Loans 18,965.00 0.00 0.00 0.00 (77.06)
Interest Expense 0.00 0.00 0.00 0.00 0.00
---------- ----------- ----------- ----------- -----------
Total Deductions 18,965.00 (574.68) (21,110.89) (1,738.41) (1,404.13)
---------- ----------- ----------- ----------- -----------
Net Increase (Decrease) 17,694.84 50,650.56 47,486.02 70,742.04 290,383.27
PLAN EQUITY:
BEGINNING OF YEAR:
Net Assets Beginning (Note A) 11,500.00 352,136.27 388,145.50 0.00 330,285.61
Inter-Plan Transfers 0.00 84,890.31 (84.79) 16,787.63 25,252.37
---------- ----------- ----------- ----------- -----------
End of Year $29,194.84 $487,677.14 $435,546.73 $ 87,529.67 $645,921.25
========== =========== =========== =========== ===========
</TABLE>
The accompanying Notes are an integral part of these statements.
F-6
<PAGE>
Valley Resources, Inc. 401(K) Employee Stock Ownership Plan
STATEMENTS OF INCOME AND CHANGES IN EQUITY - CONTINUED
FOR THE PLAN YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
EURO
PACIFIC VRI ESOP
MFS GROWTH EMPLOYEE & ER SUSPENSE
FUND FUND STOCK FUND FUND TOTAL
-------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
INVESTMENT INCOME:
Interest Income $ 1.33 $ 0.00 $ 6,251.79 $ 9,285.53 $ 27,133.32
Short-Term Capital Gains 88,835.45 6,773.46 0.00 0.00 156,898.27
Long-Term Capital Gains 0.00 0.00 0.00 0.00 0.00
Dividend Income 0.00 1,773.13 440,753.73 173,491.91 667,324.11
------------- ----------- ------------- ------------ --------------
Total Investment Income 88,836.78 8,546.59 447,005.52 182,777.44 851,355.70
Net Realized Gain/(Loss) on
Disposition of Investments
(Note F) (620.11) (187.25) (37,364.40) 0.12 (42,173.78)
------------- ----------- ------------- ------------ --------------
Unrealized Appreciation
(Depreciation) of
Investments (Notes A and E) 339,151.89 7,055.56 364,249.56 187,800.45 899,314.14
------------- ----------- ------------- ------------ --------------
Contributions (Note A)
Participants 177,761.08 72,788.55 99,544.27 0.00 713,472.29
Valley Gas Company 0.00 0.00 172,894.28 0.00 172,894.28
Loan Repayments 131.05 263.50 1,191.45 0.00 0.00
------------- ----------- ------------- ------------ --------------
Total Contributions 177,892.13 73,052.05 273,630.00 0.00 886,366.57
------------- ----------- ------------- ------------ --------------
OTHER 341.07 0.00 318.76 158.88 602.25
------------- ----------- ------------- ------------ --------------
Total Net Additions 605,601.76 88,466.95 1,047,839.44 370,736.89 2,595,464.88
------------- ----------- ------------- ------------ --------------
WITHDRAWALS:
Member Distributions (81,034.78) 0.00 (177,552.09) 0.00 (283,337.92)
Participant Loans (645.49) (1,193.10) (17,049.35) 0.00 0.00
Interest Expense 0.00 0.00 0.00 (378,980.39) (378,980.39)
------------- ----------- ------------- ------------ --------------
Total Deductions (81,680.27) (1,193.10) (194,601.44) (378,980.39) (662,318.31)
------------- ----------- ------------- ------------ --------------
Net Increase (Decrease) 523,921.49 87,273.85 853,238.00 (8,243.50) 1,933,146.57
PLAN EQUITY:
BEGINNING OF YEAR:
Net Assets Beginning (Note A) 1,924,426.14 74,806.73 7,044,929.95 117,123.39 10,243,353.59
Inter-Plan Transfers (869.06) 18,210.71 (144,187.17) 0.00 0.00
------------- ----------- ------------- ------------ --------------
End of Year $2,447,478.57 $180,291.29 $7,753,980.78 $ 108,879.89 $12,176,500.16
============= =========== ============= ============ ==============
</TABLE>
The accompanying Notes are an integral part of these statements.
F-7
<PAGE>
Valley Resources, Inc. 401(K) Employee Stock Ownership Plan
STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY
December 31, 1997
<TABLE>
<CAPTION>
STABLE INDEXED INDEXED VALUE
MEMBER VALUE BOND EQUITY EQUITY
LOANS OPTION FUND FUND FUND
-----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Investment Income:
Interest Income $ 0.00 $ 18,053.76 $ 0.00 $ 0.00 $ 0.00
Short-Term Capital Gains 0.00 0.00 0.00 459.63 65,199.61
Long-Term Capital Gains 0.00 0.00 0.00 5,284.68 219,119.49
Dividend Reinvestment 0.00 0.00 24,552.60 3,938.93 23,328.87
---------- ----------- ----------- ----------- -------------
Total Investment Income 0.00 18,053.76 24,552.60 9,683.24 307,647.97
Net Realized Gain/(Loss)
on Disposition of
Investments (Note F) 0.00 0.00 6,750.79 537.97 50,298.52
---------- ----------- ----------- ----------- -------------
Unrealized Appreciation
(Depreciation) of
Investments (Notes A
and E) 0.00 0.00 0.00 0.00 0.00
---------- ----------- ----------- ----------- -------------
Contributions (Note A)
Participants 0.00 90,626.88 52,423.00 17,937.13 259,363.52
Valley Gas Company 0.00 0.00 33.08 132.36 99.28
---------- ----------- ----------- ----------- -------------
Total Contributions 0.00 90,626.88 52,456.08 18,069.49 259,462.80
---------- ----------- ----------- ----------- -------------
Other 0.00 7,314.74 6,713.92 (124.00) (60,499.63)
---------- ----------- ----------- ----------- -------------
Total Net Additions 0.00 115,995.38 90,473.39 28,166.70 556,909.66
---------- ----------- ----------- ----------- -------------
Withdrawals:
Member Distributions 0.00 (15,472.56) (3,404.64) 0.00 (44,973.99)
Participant Loans 11,500.00 0.00 (1,647.90) (4,053.77) (1,603.87)
Interest Expense 0.00 0.00 0.00 0.00 0.00
---------- ----------- ----------- ----------- -------------
Total Deductions 11,500.00 (15,472.56) (5,052.54) (4,053.77) (46,577.86)
---------- ----------- ----------- ----------- -------------
Net Increase(Decrease) 11,500.00 100,522.82 85,420.85 24,112.93 510,331.80
PLAN ASSETS:
Beginning of Year
Net Assets Beginning (Note A) 0.00 297,004.57 335,647.65 0.00 1,479,599.46
Inter-Plan Transfers 0.00 (45,391.13) (32,922.97) 306,172.71 (65,505.17)
---------- ----------- ----------- ----------- -------------
End of Year $11,500.00 $352,136.26 $388,145.53 $330,285.64 $1,924,426.09
========== =========== =========== =========== =============
</TABLE>
The accompanying Notes are an integral part of these statements.
F-8
<PAGE>
Valley Resources, Inc. 401(K) Employee Stock Ownership Plan
STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY - CONTINUED
December 31, 1997
<TABLE>
<CAPTION>
INTERNATNL VRI ESOP
EQUITY EMPLOYEE & ER SUSPENSE
FUND STOCK FUND FUND TOTAL
------------------------------------------------------------------------
<S> <C> <C> <C> <C>
INVESTMENT INCOME:
Interest Income $ 0.00 $ 22,164.04 $ 14,417.57 $ 54,635.37
Short-Term Capital Gains 2,328.38 0.00 0.00 67,987.62
Long-Term Capital Gains 6,744.38 0.00 0.00 231,148.55
Dividend Reinvestment 1,028.08 425,731.00 182,671.00 661,250.48
----------- ------------- ------------- --------------
Total Investment Income 10,100.84 447,895.04 197,088.57 1,015,022.02
Net Realized Gain/(Loss)
on Disposition of
Investments (Note F) (21,212.37) (12,305.44) 44,245.26 68,314.73
----------- ------------- ------------- --------------
Unrealized Appreciation
(Depreciation) of
Investments (Notes A
and E) 0.00 438,632.15 156,235.87 594,868.02
----------- ------------- ------------- --------------
Contributions (Note A)
Participants 6,248.76 175,304.63 0.00 601,903.92
Valley Gas Company 33.10 268,780.46 0.00 269,078.28
----------- ------------- ------------- --------------
Total Contributions 6,281.86 444,085.09 0.00 870,982.20
----------- ------------- ------------- --------------
Other 0.00 0.00 (3,698.49) (50,293.46)
----------- ------------- ------------- --------------
Total Net Additions (4,829.67) 1,318,306.84 393,871.21 2,498,893.51
----------- ------------- ------------- --------------
WITHDRAWALS:
Member Distributions 0.00 (445,532.53) 0.00 (509,383.72)
Participant Loans (694.46) (3,500.00) 0.00 0.00
Interest Expense 0.00 0.00 (395,733.56) (395,733.56)
----------- ------------- ------------ --------------
Total Deductions (694.46) (449,032.53) (395,733.56) (905,117.28)
----------- ------------- ------------ --------------
Net Increase(Decrease) (5,524.13) 869,274.31 (1,862.35) 1,593,776.23
PLAN ASSETS:
Beginning of Year
Net Assets Beginning (Note A) 0.00 6,418,339.94 118,985.74 8,649,577.36
Inter-Plan Transfers 80,330.86 (242,684.30) 0.00 0.00
----------- ------------- ------------- --------------
End of Year $ 74,806.73 $7,044,929.95 $ 117,123.39 $10,243,353.59
=========== ============= ============= ==============
</TABLE>
The accompanying Notes are an integral part of these statements.
F-9
<PAGE>
Valley Resources, Inc. 401-K Employee Stock Ownership Plan
NOTES TO FINANCIAL STATEMENTS
December 31, 1998 and 1997
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
On January 1, 1997, the Valley Resources, Inc. 401-K Employee Stock Ownership
Plan (the "Plan") was formed through a merger of the Employees Savings Plan and
the Union Employees Saving Plan into the Valley Gas Employee Stock Ownership
Plan. The Plan was offered to all eligible employees of Valley Resources,
Inc.and its subsidiaries. Net assets of $4,980,043 were transferred into the
Plan from the terminated plans.
The financial statements of the Plan, have been prepared in accordance with
generally accepted accounting principles as applied to Employee Benefit Plans.
The following description of The Plan provides only general information.
Participants should refer to the Plan agreement for a more complete description
of the Plan's provisions.
General
- -------
The plan is a defined contribution plan covering all employees of Valley
Resources, Inc. and its subsidiaries who satisfy the eligibility requirements.
Contributions - Employee
- ------------------------
A member may authorize a Basic Employee Contribution from 1% to the maximum
amount permitted under the Internal Revenue Code (IRC), subject to the
Compensation Deferral Limit, if applicable.
Contributions - Employer Matches
- --------------------------------
For each Plan Year, the Employer shall contribute to the Trust Fund an amount
equal to fifty percent (50%) of Compensation Deferral Contributions up to four
percent (4%) of Compensation as shall be determined by such Employer in its
discretion and communicated to Employees prior to the beginning of such Plan
Year. If the Plan acquires common stock of the Company with the proceeds of an
Employer Securities Acquisition Loan, the Employer's obligation to make Matching
Contributions with respect to Compensation Deferral Contributions invested in
the Employer Stock Fund may be satisfied by crediting a Participant's Employer
Account with Employer Securities equal in value to the Participant's
Compensation Deferral Contributions.
Contributions - Discretionary ESOP
- ----------------------------------
The Employer may make discretionary contributions to the Trust Fund for each
respective Plan year such amount as its Board of Directors shall determine;
provided however, that such contribution for any year shall not exceed the
greater of (i) fifteen percent (15%) of the aggregate compensation paid or
accrued in such year to all Participants, or (ii) the maximum amount deductible
from the Employer's income for such year under Section 404 of the Code. The
Employer shall not have any obligation to make any contribution to the Plan with
respect to any year for which the Board of Directors determines that it would
not be in the Employer's best interest to contribute.
If the Plan borrows money to acquire Employer Securities, the Employer shall
contribute cash to the Plan at such times and such amounts as are necessary to
enable the Plan to meet its obligations under any such loan; provided, however,
that if dividends are paid on the Employer Securities, such dividends shall also
be applied to such payments.
F-10
<PAGE>
Valley Resources, Inc. 401-K Employee Stock Ownership Plan
NOTES TO FINANCIAL STATEMENTS - CONTINUED
December 31, 1998 and 1997
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Participant Accounts
- --------------------
A separate Account for each Participant shall be established in the Trust Fund
consisting of the following subaccounts:
(i) "Compensation Deferral Contribution Account" -- the portion of
the total Account attributable to Compensation Deferral Contributions.
(ii) "Matching Contribution Account" -- the portion of the Total
Account attributable to Matching Contributions, if any.
(iii) "Employer Contribution Account" -- the portion of the Total
Account attributable to Employer Contributions, if any.
(iv) "Rollover Account" -- the portion of the Total Account
attributable to Rollover Contributions, if any.
Vesting
- -------
Each Participant shall be fully vested in his Compensation Deferral Contribution
Account and Rollover Account and any investment growth thereon at all times.
Each Participant who was a participant in the Valley Gas Employee Stock
Ownership Plan on December 31, 1996 shall be fully vested in the amount in his
Employer Contribution Account. A Participant shall have a nonforfeitable and
vested right to a percentage of the value of his Matching Contribution Account
and Employer Contribution Account (collectively the "Employer Accounts") on and
after the Effective Date determined in accordance with the following schedule:
Years of Service % Vested
---------------- --------
Less than 1 year -0-%
1 10
2 20
3 30
4 40
5 60
6 80
7 100
A member will become fully vested in the Company's matching contribution as a
result of disability, death or retirement.
Participant Loans Receivable
- ----------------------------
An eligible Participant may apply for a loan under hardship conditions in
accordance with Internal Revenue Services rules and regulations and in
accordance with procedures established by the Plan Administrator. The amount of
a loan (when added to the Participant's outstanding indebtedness to the Plan, if
any) may not exceed the lesser of (A) Fifty Thousand Dollars ($50,000) reduced
by the excess (if any) of the Participant's highest outstanding balance of loans
from the Plan during the twelve (12) month period ending on the day before the
date on which the loan was made over the Participant's outstanding loan balance
on the date of the loan, or (B) fifty percent (50%) of his vested Total Account.
F-11
<PAGE>
Valley Resources, Inc. 401-K Employee Stock Ownership Plan
NOTES TO FINANCIAL STATEMENTS - CONTINUED
December 31, 1998 and 1997
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Interest on any loan shall be a rate commercially reasonable at the time the
loan is made. The interest rate shall remain unchanged for the duration of the
loan. A loan shall be secured by the Participant's vested Account. A loan shall
only be made in situations of financial need, as determined by the Plan
Administrator.
In applying for a loan, the Participant shall agree to repay the loan plus
interest over a period not to exceed five (5) years, except that for a loan used
to acquire any dwelling to be used within a reasonable time from the date of the
loan as a principal residence of the Participant, the term of the loan may not
exceed twenty (20) years.
Payments of Benefits
- --------------------
On termination of service due to disability, death or retirement, a participant
may elect to receive either a lump sum payment equal to the value of the
participants vested interest in his account, or equal quarterly or annual
installments over a period not to exceed the life expectancy of the member or
joint life expectancy of the member and spouse or other beneficiary.
Valuation of Investments
- ------------------------
Investments are held by a bank-administered trust fund and are stated at their
approximate current market value. The difference between current market value
and the cost of investments are reflected in the statement of income and changes
in plan equity as unrealized appreciation or (depreciation) of fair value of
investments.
F-12
<PAGE>
Valley Resources, Inc. 401-K Employee Stock Ownership Plan
NOTES TO FINANCIAL STATEMENTS - CONTINUED
December 31, 1998 and 1997
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Management Estimates
- --------------------
In preparing the financial statements in conformity to GAAP (Generally Accepted
Accounting Principles), management is required to make estimates and assumptions
that affect the reported amounts of assets and liabilities at the date of the
financial statements and revenues and expenses during the reporting period.
Actual results could differ from those estimates.
NOTE B - SUMMARY OF PLAN PROVISIONS
Effective Date: January 1, 1997.
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 Resources, Inc. is the Plan's Administrator
and will determine the benefits payable.
Basis of Accounting: The financial statements of the Plan are prepared
under the accrual method of accounting.
Eligibility: Employees are eligible for membership quarterly on
either January 1, Apri1 1, July 1 or October 1 of
each Plan year following the date on which they have
attained the age of 21 and completion of one year of
service.
Normal Retirement
Date: The normal retirement age or date will be a member's
65th birthday.
Forfeitures: A member who terminates his employment prior to
becoming eligible for benefits and does not have a
100% vested right to Employer contributions forfeits
the amounts not vested.
Forfeitures of discretionary employer contributions
will be used to reduce matching employee
contributions thereafter required to be
made by the employer.
Plan Terminations: The employer may terminate the Plan at any time. The
Plan has no definite termination date. In the event
of termination of the Plan by the Employer all
amounts credited to participants accounts will vest.
F-13
<PAGE>
Valley Resources, Inc. 401-K Employee Stock Ownership Plan
NOTES TO FINANCIAL STATEMENTS - CONTINUED
December 31, 1998 and 1997
NOTE C - INVESTMENTS
Investments
Investments are comprised of the following funding options available to
participants of the Plan:
I. LaSalle Income Plus Fund
The fund investment objective is to obtain competitive fixed income
returns in different interest rate environments. The fund has been
developed to preserve principal, maximize income and provide a high degree
of liquidity without sacrificing credit quality.
II. American Indexed Bond Fund
The fund's investment objective is to provide as high a level of current
income as is consistent with the preservation of capital. Normally, the
fund invests the majority of its assets in bonds and debt securities rated
A and above, including securities issued by the U.S. and other governments
and securities backed by mortgages and other assets. The fund may also
invest significantly in high-yield, high-risk bonds.
III. American Balanced Fund
The investment objectives of the fund are: (1) conservation of capital,
(2) current income, and (3) long-term growth of capital and income. The
fund approaches the management of its investments as if they constituted
the complete investment program of the prudent investor. The fund invests
primarily in a broad range of securities, including stocks and bonds
(rated Baa or BBB or better by Moody's Investors Service, Inc. or Standard
& Poor's Corporation). The fund also invests in securities issued and
guaranteed by the U.S. government. Normally, the fund will maintain at
least 50% of the value of its assets in common stocks and at least 25% of
the value of its assets in debt securities. The fund may also invest in
cash or cash equivalents of any issuer to any extent deemed appropriate.
The extent of the fund's cash position will depend on market conditions,
fund purchases and redemptions, and other factors.
F-14
<PAGE>
Valley Resources, Inc. 401-K Employee Stock Ownership Plan
NOTES TO FINANCIAL STATEMENTS - CONTINUED
December 31, 1998 and 1997
Notes C - INVESTMENTS (continued)
IV. Fundamental Investor Fund
The fund's investment objective is to achieve long-term growth of capital
and income. It invests primarily in common stocks or securities
convertible into common stocks. The fund may also invest in cash or cash
equivalents of any issuer to any extent deemed appropriate. the extent of
the fund's cash position will depend on market conditions, fund purchases
and redemptions, and other factors. For example, in response to abnormal
market conditions, the fund may invest substantially in cash or cash
equivalents. This may detract form the achievement of the fund's objective
over the short term, or may protect the fund during a market downturn.
V. MFS Fund
The Fund's investment objective is to provide long-term growth of capital
and future income. Any investment involves risk and there can be no
assurance that the Fund will achieve its investment objective.
The portfolio securities of the Fund are selected by a committee of
investment research analysts. This committee includes investment analysts
employed not only by the Adviser but also by MFS International (U.K.)
Limited, a wholly owned subsidiary of MFS. The Fund's assets are allocated
among industries by the analysts acting together as a group. Individual
analysts are then responsible for selecting what they view as the
securities best suited to meet the Fund's investment objective within
their assigned industry responsibility.
VI. Euro-Pacific Growth Fund
The fund's investment objective is to achieve long-term growth of capital
by investing in securities of issuers domiciled outside the U.S. Normally,
the fund seeks to achieve this investment objective by investing primarily
in equity securities of issuers domiciled in Europe or the Pacific Basin.
VII. Valley Resources Employee Stock Fund
The Valley Resources Employee Stock Fund is not a mutual fund. The Fund is
invested primarily in shares of common stock of Valley Resources, Inc.
("Valley Resources Common Stock"). The Fund will also invest a portion of
its assets in cash and cash equivalents for liquidity purposes only.
A member shall direct the Trustee with respect to the investment of his account
in each fund. The plan administrator has investment discretion attributable to
employer contributions. Employer contributions are invested in the Valley
Resources stock fund. Dividends, interest and contributions that have yet to be
invested in that particular fund's assets are temporarily invested in money
market accounts.
F-15
<PAGE>
Valley Resources, Inc. 401-K Employee Stock Ownership Plan
NOTES TO FINANCIAL STATEMENTS - CONTINUED
December 31, 1998 and 1997
NOTE C - INVESTMENTS (continued)
The number of participants in each fund was as follows:
<TABLE>
<CAPTION>
December 31, 1998
-----------------
<S> <C>
LaSalle Fund 58
American Indexed Bond Fund 97
American Balanced Fund 84
Fundamental Investor Fund 151
MFS Fund 175
Euro-Pacific Growth Fund 102
Valley Resources, Inc. Employee Stock Fund 155
</TABLE>
<TABLE>
<CAPTION>
December 31, 1997
-----------------
<S> <C>
MainStay Stable Value 46
MainStay Institutional Indexed Bond Fund 78
MainStay Institutional Indexed Equity Fund 38
MainStay Institutional Value Equity Fund 152
Warburg Pincus International Fund 26
Valley Resources, Inc. Employee Stock Fund 134
</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.
F-16
<PAGE>
Valley Resources, Inc. 401-K Employee Stock Ownership Plan
NOTES TO FINANCIAL STATEMENTS - CONTINUED
December 31, 1998 and 1997
NOTE D - ACQUISITION INDEBTEDNESS
The Plan may direct the Trustee to incur acquisition loans to finance the
acquisition of Valley Resources, Inc. securities or to repay a prior acquisition
loan. If the Plan borrows money, the loan and any related interest shall be paid
first from interest and dividends received from unallocated assets and secondly
from additional cash contributions from the Company. At December 31, 1998, the
Plan had outstanding borrowings of $2,712,357 from Valley Resources, Inc. that
were used to finance the acquisition of Valley Resources, Inc. securities. These
borrowings are directly related to bank-financed line credit held by Valley
Resources, Inc. which has been refinanced and is due March 31, 2007. The Plan is
responsible for repayment of principal and interest at a fixed rate which is the
Cost of Funds Rate plus three quarter percent per annum. Unallocated assets have
been pledged as collateral against acquisition indebtedness. The borrowings
mature as follows: year end March 31, 1999 through March 31, 2006, $150,000 per
year with a final installment March 31, 2007, $1,792,200.
Shares released from unallocated to allocated status are based upon a ratio of
interest and principal paid in the current year over interest and principal paid
plus amounts to be paid in the future or in proportion to principal payments on
such loan if the Acquisition loan allows for annual payments that are not less
rapid at any time than level annual payments of such amounts for ten years.
NOTE E - NET UNREALIZED APPRECIATION (DEPRECIATION) OF PLAN ASSETS
<TABLE>
<CAPTION>
AMERICAN EURO
INDEXED AMERICAN FUNDAMENTAL PACIFIC VRI ESOP
BOND BALANCED INVESTORS MFS GROWTH EMPLOYEE & ER SUSPENSE
FUND FUND FUND FUND FUND STOCK FUND FUND TOTAL
------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at Jan. 1, 1997 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00
Change for the year 1997 0.00 0.00 0.00 0.00 0.00 438,632.15 156,235.87 594,868.02
Balance at Dec. 31, 1997 0.00 0.00 0.00 0.00 0.00 438,632.15 156,235.87 594,868.02
Change for the year 1998 (13,417.81) (1,526.69) 16,001.18 339,151.89 7,055.56 364,249.56 187,800.45 899,314.14
----------- ---------- ----------- ----------- --------- ----------- ------------ -------------
Balance at Dec. 31, 1998 $(13,417.81) $(1,526.69) $ 16,001.18 $339,151.89 $7,055.56 $802,881.71 $ 344,036.32 $1,494,182.16
=========== ========== =========== =========== ========= =========== ============ =============
</TABLE>
F-17
<PAGE>
Valley Resources, Inc. 401-K Employee Stock Ownership Plan
NOTES TO FINANCIAL STATEMENTS - CONTINUED
December 31, 1998 and 1997
NOTE F - NET REALIZED GAIN (LOSS) ON DISPOSITION OF PLAN ASSETS
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1998
--------------------------------------------------------------------------------------------------------
AMERICAN EURO
INDEXED AMERICAN FUNDAMENTAL PACIFIC VRI ESOP
BOND BALANCED INVESTORS MFS GROWTH EMPLOYEE & ER SUSPENSE
FUND FUND FUND FUND FUND STOCK FUND FUND TOTAL
--------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Amount Realized $33,547.64 $11,194.76 $ 97,413.17 $159,401.98 $4,543.77 $240,234.41 $0.75 $546,336.48
Cost at Carrying Value 33,997.68 11,098.83 101,061.20 160,022.09 4,731.02 277,598.81 0.63 588,510.26
----------- ---------- ----------- ----------- --------- ----------- ----- -----------
Net Realized Gain(Loss) $ (450.04) $ 95.93 $ (3,648.03) $ (620.11) $ (187.25) $(37,364.40) $0.12 $(42,173.78)
=========== ========== =========== =========== ========= =========== ===== ===========
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1997
------------------------------------------------------------------------------------------------
INDEXED INDEXED VALUE INTERNATNL VRI ESOP
BOND EQUITY EQUITY EQUITY EMPLOYEE & ER SUSPENSE
FUND FUND FUND FUND STOCK FUND FUND TOTAL
------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Amount Realized $517,097.34 $349,860.85 $2,130,563.97 $ 78,499.51 $751,161.50 $261,942.00 $4,089,125.17
Cost at Carrying Value 510,346.55 349,322.88 2,080,265.45 99,711.88 763,466.94 217,696.74 4,020,810.44
----------- ----------- ------------- ----------- ----------- ----------- -------------
Net Realized Gain (Loss) $ 6,750.79 $ 537.97 $ 50,298.52 $(21,212.37) $(12,305.44) $ 44,245.26 $ 68,314.73
=========== =========== ============= =========== =========== =========== =============
</TABLE>
NOTE G - TAX STATUS OF PLAN
The Internal Revenue Service has determined and informed the Company by a letter
dated July 28, 1998 that the Plan and related trust are designed in accordance
with applicable sections of the Internal Revenue Code.
NOTE H - TRANSFER OF PLAN ASSETS
On December 31, 1997, the Plan Administrator directed the sale of all plan
assets to be transferred via wire to the Wilmington Trust Company. Prior to the
transfer, these investments were converted to cash. These funds were all
received by Wilmington Trust Company on January 1, 1998. This transfer was made
as a result of a change in custodianship of assets. All assets were placed into
like/kind funds.
F-18
<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 RESOURCES 401-K EMPLOYEE STOCK
OWNERSHIP PLAN
S/S.Partridge
-----------------------------------------
S. Partridge
Vice President, Chief Financial Officer,
Secretary and Treasurer
June 21, 1999
F-19
<PAGE>
Exhibit 24d
-----------
Consent of Independent Certified Public Accountants
---------------------------------------------------
We have issued our report dated April 29, 1999, accompanying the financial
statements of Valley Resources, Inc. 401(k)Employee Stock Ownership Plan
contained in the Annual Report on Form 11-K for the year ended December 31,
1998. We hereby consent to the incorporation by reference of said report in the
Valley Resources, Inc. 401(k) Employee Stock Ownership Plan Registration
Statement on Form S-8/S-3 (File No. 33-19259).
S/Grant Thornton LLP
-----------------------------
GRANT THORNTON LLP
Boston, Massachusetts
June 21, 1999
