SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: December 15, 1997
Date of Earliest Event Reported: December 3, 1997
VALLEY NATIONAL GASES INCORPORATED
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(Exact name of registrant as specified in its charter)
Pennsylvania
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(State or other jurisdiction of incorporation or organization)
000-29226
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(Commission File Number)
23-2888240
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(I.R.S. Employer Identification No.)
67 43rd Street, Wheeling, West Virginia 26003
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(Address of principal executive office, including zip code)
(304) 232-1541
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(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
Valley National Gases Incorporated has entered into a letter of intent with
Buckeye Welder Services, Inc. ("Buck-Weld") for the purchase of the industrial
gas and welding supply distribution business of Buck-Weld. The transaction is
expected to be completed within 30 days and is subject to customary closing
conditions, including the execution of a definitive purchase agreement.
Buck-Weld has two locations located in Ohio with headquarters in Columbus,
Ohio. Buck-Weld had annualized sales of approximately $8 million in the 12-month
period ended June 30, 1997. The business to be acquired offers a full range of
products, including industrial gases, welding supplies, arc equipment, safety
supplies and propane, to a broad and established customer base.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not Applicable.
(c) Exhibits.
99.1 Press Release dated December 3, 1997
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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 hereunto duly authorized.
VALLEY NATIONAL GASES INCORPORATED
By: /s/ Robert D. Scherich
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Robert D. Scherich
Chief Financial Officer
Date: December 15, 1997
Exhibit 99.1
Valley National Gases Announces Multiple Acquisitions
WHEELING, W.Va., December 3 /PRNewswire/ -- Valley National Gases
Incorporated (Nasdaq: VNGI) today announced that it has signed a letter of
intent for the acquisition of Buckeye Welder Services, Inc. ("Buck-Weld"), and
has closed on the acquisition of Mundy's Welding Supply, Inc. and G & L Fire
Extinguisher Service.
Buck-Weld, with annualized sales of approximately $8 million, has locations
in Columbus and Lima, Ohio. The parties expect the deal to close within the next
thirty days.
Mundy's, with annualized sales of nearly $2 million, has locations in
Altoona and Glassport, Pennsylvania. The purchase of Mundy's was completed on
November 26, 1997.
Buckeye and Mundy's serve a broad and established customer base with a full
range of products including, industrial gases, specialty gases, welding
supplies, arc equipment, safety supplies and propane.
G & L, located in Fairmont, West Virginia, sells and services fire safety
and suppressant equipment having annual sales of approximately $.1 million. The
Company closed on the acquisition of G & L in September.
The previously announced acquisition of Goss Brothers, a distributor of
industrial gases, welding supplies and propane from eight locations in
Pennsylvania, with annualized sales of approximately $7 million, was completed
on September 29, 1997.
"These businesses complement our existing locations and product lines
extremely well," said Lawrence Bandi, President and Chief Executive Officer of
Valley National Gases. "We are excited to be able to continue growing our core
businesses while adding new associates to our management team. With the
completion of these acquisitions, Valley has added $42 million in annualized
sales within the past fifteen months."
The Company will finance these acquisitions with a combination of cash,
borrowings under its credit facility, and notes with the sellers.
Valley National Gases, with headquarters in Wheeling, West Virginia, is a
leading packager and distributor of industrial, medical and specialty gases,
welding equipment and supplies, propane and fire protection equipment. These
acquisitions will bring the Company's total number of locations to fifty-two in
ten states, with seven production and distribution centers in the mid-Atlantic
and Midwestern regions of the United States.
Additional information on the Company is available on the internet at:
http://www.vngas.com.
SOURCE: Valley National Gases Incorporated
12/03/97
/CONTACT: Robert D. Scherich of Valley National Gases, 304-232-1541/
/Web site: http://www.vngas.com/
(VNGI)
