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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: September 19, 1997
Date of Earliest Event Reported: September 11, 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 23-2888240
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(Commission File Number) (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
On September 11, 1997, Valley National Gases Incorporated entered into an
agreement with Goss Brothers Welding Supply, Inc. ("Goss Brothers") for the
purchase of the industrial gas and welding supply distribution business of Goss
Brothers. The transaction is expected to be completed within 30 days and is
subject to customary closing conditions.
Goss Brothers has seven locations located in Western Pennsylvania and
headquarters in Falls Creek, Pennsylvania. Goss Brothers had annualized sales of
$7 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 September 11, 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: September 19, 1997
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EXHIBIT 99.1
VALLEY NATIONAL GASES ANNOUNCES $7 MILLION ACQUISITION
WHEELING, W.Va., September 11th/PRNewswire/ -- Valley National Gases
Incorporated (Nasdaq: VNGI) today announced the acquisition of Goss Brothers
Welding Supply, Inc., an industrial gas and welding supply distributor with
headquarters in Falls Creek, Pennsylvania.
Goss, with annualized sales of over $7 million, has seven locations
serving a broad and established customer base with a full range of products
including, industrial gases, welding supplies, arc equipment, safety supplies
and propane. The parties expect the deal to close within the next thirty days.
"We are extremely excited as to the value this acquisition brings to our
business. The Goss locations and product lines compliment our existing business
in Pennsylvania extremely well," said Lawrence Bandi, President and Chief
Executive Officer of Valley National Gases. "We are also excited to have the
employees and the management team of Goss join Valley's family." "They will be
valuable resources to Valley as together we grow our business." "With the
completion of this acquisition, Valley has made seven acquisitions in the past
fifteen months adding $32 million in annualized sales."
The Company financed the acquisition of Goss with a combination of cash,
borrowings under its credit facility, and notes with the sellers.
On August 4th, Valley National Gases reported record sales of $74 million
for the twelve months ended June 30, 1997 which represented a 38% increase over
the prior year and record earnings before interest, taxes and noncash charges
of $13.5 million, a 31% increase over the prior year.
Valley National Gases, a public company since April 10, 1997, 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. This acquisition will bring the
Company's total number of locations to fifty-one. Valley National Gases
currently operates forty-four locations in ten states, with six 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.
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