VALLEY NATIONAL GASES INC, 10-K405, 1998-09-25

VALLEY NATIONAL GASES INC
10-K405, 1998-09-25
CHEMICALS & ALLIED PRODUCTS

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the fiscal year ended June 30, 1998
or

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from to
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COMMISSION FILE NUMBER 000-29226

VALLEY NATIONAL GASES INCORPORATED
(Exact name of registrant as specified in its charter)

<TABLE>
<S> <C>
PENNSYLVANIA 23-2888240
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

</TABLE>

67 43RD STREET
WHEELING, WEST VIRGINIA 26003
(Address of principal executive offices)

(304) 232-1541
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

<TABLE>
<CAPTION>
NAME OF EXCHANGE
TITLE OF EACH ON WHICH
CLASS REGISTERED
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<S> <C>
None None
</TABLE>

Securities registered pursuant to Section 12(g) of the Act:

Common stock, $.001 par value per share

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [ X ] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ X ]

The aggregate market value of voting stock held by non-affiliates of the
registrant, computed by reference to the closing sales price of such stock on
August 28, 1998, as reported on the Nasdaq Stock Market, was $16,718,819.

DOCUMENTS INCORPORATED BY REFERENCE

Certain specified portions of the Company's definitive proxy statement for
the annual meeting of shareholders to be held October 27, 1998 are incorporated
by reference in response to Part III.

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VALLEY NATIONAL GASES INCORPORATED

TABLE OF CONTENTS

PART I

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ITEM PAGE NO.
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1. Business.................................................... 1
2. Properties.................................................. 7
3. Legal Proceedings........................................... 8
4. Submission of Matters to a Vote of Security Holders......... 8

PART II
5. Market for the Company's Common Stock and Related
Stockholder Matters......................................... 8
6. Selected Financial Data..................................... 9
7. Management's Discussion and Analysis of Financial Condition
and Results of Operations................................... 10
8. Financial Statements and Supplementary Data................. 16
9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosures................................... 16

PART III
10. Directors and Executive Officers of the Company............. 17
11. Executive Compensation...................................... 18
12. Security Ownership of Certain Beneficial Owners and
Management.................................................. 18
13. Certain Relationships and Related Transactions.............. 18

PART IV
14. Exhibits, Financial Statement Schedules and Reports on Form
8-K......................................................... 19
</TABLE>
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PART I

ITEM 1. BUSINESS

OVERVIEW

The Company is a leading packager and distributor of industrial, medical
and specialty gases, welding equipment and supplies, propane and fire protection
equipment in ten states in the mid-Atlantic and midwestern regions of the United
States. The Company's net sales have grown, primarily as a result of
acquisitions, at a compound annual rate of approximately 17% per year since the
Company started business in 1958, increasing from $190,000 in that year to $95.0
million in fiscal 1998. In fiscal 1998, gases accounted for approximately 40% of
net sales, welding equipment and supplies accounted for approximately 47% of net
sales, and cylinder and tank rental accounted for approximately 13% of net
sales.

The Company's gas operations consist primarily of the packaging and mixing
of industrial, medical and specialty gases, such as oxygen, nitrogen and argon,
in pressurized cylinders and the transportation of these cylinders to customers
from one of the Company's 52 distribution and retail locations. The Company also
distributes propane to industrial and residential customers. Customers pay a
rental fee for use of the Company's cylinders. The Company owns approximately
375,000 cylinders, which require minimal maintenance and have useful lives that
the Company expects will extend on average for 50 years or longer. The Company
selectively participates in the small bulk gas market through the delivery of
gases in cryogenic transports and the storage of gases in cryogenic tanks and
propane tanks which are also rented to bulk gas customers. The Company owns
approximately 15,000 bulk propane tanks and 330 bulk cryogenic tanks, which have
useful lives generally less than those of cylinders. In connection with the
distribution of gases, the Company sells welding equipment and supplies,
including welding machines, wire, fluxes and electrodes and a wide variety of
supporting equipment.

The Company's principal business strategy is to aggressively pursue growth
through the acquisition of other independent distributors and also through
internally generated growth. Since the Company was founded, it has completed 53
acquisitions. Since July 1, 1997, the Company has acquired ten independent
distributors, adding approximately $27 million in annualized sales. Management
believes there will continue to be numerous attractive acquisition candidates
available to the Company as a result of the consolidation trend in the industry
and that the Company will be able to successfully integrate acquired operations
into its base business, generating growth and operational synergies.
Acquisitions will be financed primarily with borrowings under the Company's
credit facility and seller financing. While highly focused on external growth,
management believes that the Company's competitive strengths will allow it to
increase sales and improve market share in existing markets, while maintaining
acceptable levels of profitability.

INDUSTRY OVERVIEW

GENERAL

Historically, the industrial gas distribution business had a base of
customers engaged primarily in metal fabrication. In order to better serve these
customers, industrial gas distributors have also traditionally sold welding
equipment and supplies. As certain sectors of the economy have grown, such as
the electronics and chemicals industries, and as new applications for gases have
developed, the customer base of the industry has significantly broadened to
include almost every major industry, including health care, electronics,
chemicals, aerospace, beverages, environmental remediation, food processing, oil
and gas, and primary metals, as well as metal fabrication.

The industrial, medical and specialty gas industry consists of two major
segments, the bulk segment and the packaged gas segment. The bulk segment
supplies gases to customers with large volume requirements, generally by truck
or pipeline to a customer's facility, or in some cases by the actual
construction of a gas production plant at a customer's facility. This segment is
primarily supplied by the major gas producers in the United States, although
some large distributors, such as the Company, selectively participate in the
small bulk gas market.

The Company competes primarily in the packaged gas segment, which consists
of the packaging, mixing and distribution of gases to customers with smaller
volume needs or requirements for specially blended or
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purified gases. This segment of the industry is estimated to have sales of $6
billion in the United States, including sales of welding equipment and supplies.
Participants in this segment can be further divided into two groups, large
multi-state distributors with annual sales exceeding $25 million, and smaller,
privately owned companies with few or single locations and annual sales below
$25 million. Management believes that large, multi-state distributors, including
the Company, account for approximately 50% of sales in the packaged gas segment.
Management estimates that the remaining sales are generated by approximately 750
smaller distributors, many of which it believes are potential candidates for
acquisition by larger distributors in the current wave of industry
consolidation.

The Company believes that the following characteristics make the
distribution of packaged gases attractive and different from ordinary industrial
distribution: (i) the production, packaging and mixing of gases, as well as the
logistics of a large distribution network, require significant knowledge and
expertise; (ii) customers expect technical support and assistance in a wide
variety of gas applications; and (iii) the currently existing logistical
framework is unlikely to change significantly because of the economics
associated with the delivery and exchange of cylinders.

INDUSTRY CONSOLIDATION

The industry is undergoing significant consolidation, a trend which began
in the early 1980's. The Company believes there are many reasons for this trend,
including:

- Many of the owners who started welding supply distributors after World War
II are reaching retirement age without qualified succession.

- Small distributors are facing increasing competition from large distributors
who generally operate with lower cost structures due to economies of scale.

- Rapid changes in technology in recent years are providing opportunities for
more efficient order entry, inventory and distribution management. Larger
distributors are more likely to have the capital and human resources to take
advantage of these opportunities, thereby creating greater cost and service
reliability advantages.

- Larger customers are demanding additional services from their suppliers in
such areas as automated order entry, automated restocking and applications
technology support. These services require an investment in technology and
equipment that many smaller distributors are incapable or unwilling to make.

- The number and complexity of government regulations is increasing,
especially for distributors who produce or package gas products. Complying
with new regulations requires human resource expertise, which is difficult
for the smaller distributor to access and maintain.

- The acquisition of a distributor generally requires greater financial
resources than in the past because the businesses are generally larger,
sellers often demand full payment in cash, and sellers and major industrial
gas producers appear to be less willing to provide financing.

The Company believes this consolidation trend will continue, providing
opportunities for those distributors, such as the Company, who have the
financial and human resources to acquire and effectively assimilate acquisitions
into their base business. The Company believes that distributors who fail to
successfully participate in this consolidation trend and achieve a strong or
leading position in their market areas will be at a cost disadvantage in the
long term.

In recent years, the propane industry has also been undergoing
consolidation for many of the same reasons as the industrial gas industry. The
Company has been taking advantage of this consolidation trend through selective
acquisitions. Except for a few large companies, the propane distribution
industry is highly fragmented. Industry sources indicate there are approximately
7,000 retail propane companies operating 13,500 local distribution centers
nationwide. The Company believes that the 50 largest propane distributors have
less than a 50% share of the approximately nine billion gallon annual market.

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ECONOMIC CHARACTERISTICS OF THE INDUSTRY

The industrial gas industry is mature with real growth consistent with
growth in the overall economy. Gas sales tend to be less adversely impacted by a
decline in general economic conditions than the sale of welding equipment and
supplies. Management believes that the industrial gas distribution business is
relatively resistant to downturns in the business cycle due to the following
factors: (i) the industry has a broad and diverse customer base; (ii) gases
frequently represent a fixed component of operating costs which does not decline
with production levels; (iii) gases are required for maintenance and renovation
activities, which tend to increase during economic downturns; (iv) industries
less impacted by economic downturns are major purchasers of industrial gases;
and (v) gas purchases represent a small portion of operating expenses and,
therefore, are not a large cost cutting item. The total market for industrial
gases has continued to expand due to strong growth in certain segments, such as
electronics, food processing and health care, and significant growth from new
applications for industrial gases. However, other activities which use
industrial gases, such as metal fabrication, have declined in recent years.

BUSINESS STRATEGY

The Company has implemented a strategic plan designed to (i) sustain
profitable growth through the acquisition of key distributors in selected
markets, (ii) achieve and maintain a low-cost supplier position in each market
segment where the Company participates and (iii) build a unified, cohesive
organization, staffed by skilled employees who are responsive to changing
customer requirements.

GROWTH THROUGH ACQUISITIONS

Prior Acquisitions. Since the formation of the Company in 1958, the
Company has completed the acquisition of the 53 distributors. The Company's
acquisitions historically have been financed, and the Company expects that
future acquisitions will be financed, primarily with borrowings under the
Company's credit facility and seller financing. The Company does not currently
intend to issue shares of its Common Stock or other securities in order to
consummate its acquisitions, but may in the future elect to do so.

Acquisition Strategy. The Company intends to continue to focus its
acquisition efforts both on market areas where the Company has an existing
presence and on new areas where it believes it can achieve a leading presence.
The Company believes there are many potential acquisition candidates with
operations in these market areas. The Company seeks to achieve operating
efficiencies when it acquires a distributor in an overlapping or contiguous
market area by closing redundant locations, eliminating a significant portion of
the acquired distributor's overhead and consolidating distribution routes.
Acquisitions in new markets allow the Company to achieve operating efficiencies
through volume discounts on purchases, lower administrative and professional
expenses and the purchase of new equipment to replace inefficient equipment and
equipment previously leased at relatively expensive lease rates.

The Company believes that its principal competitive advantages in acquiring
distributors are (i) its flexibility in structuring acquisitions to meet the
concerns of sellers, (ii) its ability to offer sellers a continuing role in
management and (iii) its methodology in assimilating acquisitions. The Company
also believes it has a well organized acquisition program which utilizes
individuals who are well respected in the industry and who have extensive
experience in evaluating and negotiating transactions with distributor owners.
Based upon the Company's experience, price is not always the primary determining
factor in a selling distributor's choice of a buyer. Most owners of independent
distributors are sensitive as to whom they sell their business and have concern
for the well being of their employees after the acquisition. The Company has
found that relationships, existing competitive rivalry and reputation are key
elements in the success of acquiring most small, privately-owned distributors.
The Company believes it has earned an excellent reputation for treating fairly
the employees of businesses it has acquired, providing them with competitive
wages and benefits and opportunities for advancement within the scope of the
Company's operations.

Competition for Acquisitions. In seeking to acquire distributors, the
Company competes with the major industrial gas producers and national and
regional gas distributors. The largest national distributor is Airgas, Inc.
("Airgas") which has been growing through acquisitions since the mid-1980's. The
Company expects that Airgas will continue to selectively acquire distributors in
the future, and in some situations will compete with the
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Company for acquisitions. The Company believes that the BOC Group, Inc., Air
Products and Chemicals, Inc. and AGA Gas, Inc. are the only major industrial gas
producers who are actively soliciting independent distributors for purchase at
this time, but that each have self-imposed size and geographic constraints. The
Company also believes that some major industrial gas producers have limited
their acquisition efforts due primarily to the difficulty of resolving
management differences, cultural differences and cost structure differences
between the small, privately-held business and the large multinational
corporation. The smaller independent distributors with which the Company
competes for acquisitions generally do not seek acquisitions beyond their
immediate geographic region.

Acquisition Process. The Company has established formal procedures for
locating, investigating and valuing potential distributor acquisitions. Criteria
used by the Company in evaluating potential acquisitions include (i) a history
of profitability, (ii) realistic projections of future performance, (iii) a
sales mix which is or has the potential to become weighted towards the sale of
gases, which generally have higher profit margins than welding equipment and
supplies, (iv) a cylinder gas market which is serviced primarily by independent
distributors, as opposed to industrial gas producers and (v) availability of
qualified management and key personnel.

Assimilation of Acquired Businesses. The Company believes that the
effective assimilation of acquired businesses into the Company's existing
operations is critical to the success of the Company's acquisition strategy. The
Company has established a transition team comprised of selected personnel with
technical expertise in various areas, such as purchasing, accounting, operations
and sales. This team has primary responsibility for converting the acquired
business from its existing methods and practices to those used by the Company. A
primary goal of the assimilation process is to instill the Company's culture
into the new operations. The Company believes the ability to instill its culture
provides a distinct and key competitive advantage. This is partly accomplished
by requiring the adoption of uniform policies and procedures which support the
Company's operational strategies.

ACHIEVE AND MAINTAIN POSITION AS A LOW-COST SUPPLIER

The Company strives to produce, package and market the Company's products
and services at costs which are lower than its local market competitors. This is
achieved by optimizing branch size and location, requiring adherence to the
Company's uniform policies and procedures, taking advantage of volume discount
purchases not available to smaller competitors and utilizing the Company's
management information systems. Where branch size is suboptimal, the Company has
developed alternatives to increase size or profitability through growth or
product diversification. The Company has implemented a "best practices" program
involving the identification of the most effective method of performing a
specific activity, such as inventory control, and has adopted procedures and
training to implement the practice as a standard throughout the Company's
operations.

The Company has made a significant investment in its management information
systems as part of its strategy to be a low cost supplier. The Company has
installed an integrated company-wide point-of-sale data entry system that
provides current information on inventory levels and account status. The Company
believes significant costs savings have resulted from the increased ability to
efficiently manage inventory levels and accounts payable.

The Company believes the selective addition of complementary product
offerings will enable it to better serve its diverse, expanding customer base,
reach new customers, increase sales in existing locations and leverage its
distribution system. For this reason, the Company has focused in recent years on
expanding its propane business. The addition of propane distribution at existing
Company locations has proven to be advantageous by providing the opportunity to
leverage fixed costs at existing locations, thereby creating economies of scale.
Certain Company locations are more attractive than others for propane
distribution, due primarily to residential growth potential and existing branch
size. In addition to propane, the Company believes that fire safety equipment,
currently a very small component of total sales, may be suitable for
distribution to portions of the Company's existing customer base.

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ENHANCE ORGANIZATIONAL STRENGTH

The Company believes that to be competitive in attracting and maintaining
customers it must have a skilled and responsive work force dedicated to
providing excellent service. The Company works to instill a service culture
through various operational policies. The Company places special emphasis on
customer service, including the ability to quickly respond to technical
questions on products and applications. The Company believes this is a key value
provided to its customers. The Company commits significant resources to the
training and education of its employees through various programs.

The Company strives to utilize to the fullest extent its existing
management resources. The Company recently restructured certain management
reporting relationships and areas of responsibility to place operating and
financial responsibility at the local market level, thereby eliminating a layer
of management and improving communication. These changes also allowed the
Company to redirect the focus of certain key management members on important
operating issues, such as system logistics, training, budgeting and overall
operating performance, that are vital to managing the Company's growth.

PRODUCTS

Gases packaged and distributed by the Company include oxygen, nitrogen,
hydrogen, argon, helium, acetylene, carbon dioxide, nitrous oxide, specialty
gases and propane. Specialty gases include rare gases, high-purity gases and
blended, multi-component gas mixtures. In connection with the distribution of
gases, the Company sells welding equipment and supplies, including welding
machines, wire, fluxes and electrodes and a wide variety of supporting
equipment.

In fiscal 1998, the Company sold approximately ten million gallons of
propane to approximately 10,000 residential, commercial and industrial users.
Propane sales accounted for approximately 8% of net sales in fiscal 1998.
Typical residential and commercial uses include conventional space heating,
water heating and cooking. Typical industrial uses include engine fuel for fork
lifts and other vehicles, metal cutting, brazing and heat treating. The
distribution of propane is seasonal in nature and sensitive to variations in
weather with consumption as a heating fuel peaking sharply in winter months.

While primarily a packager and distributor of gases, the Company also
manufactures a portion of its acetylene requirements at its facility in West
Mifflin, Pennsylvania. Acetylene is produced through a combination of calcium
carbide and water at relatively high temperatures. The reaction of these
elements also produces lime as a by-product, which is sold in bulk to customers
for a variety of applications. In fiscal 1998, acetylene accounted for
approximately 3% of net sales.

The following table sets forth the percentage of the Company's net sales
for the fiscal years ended June 30, 1996, 1997 and 1998 for each of the
following products and services:

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YEARS ENDED JUNE 30,
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1996 1997 1998
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Gases.............................................. 45.9% 42.2% 40.1%
Welding equipment and supplies..................... 39.7 44.4 46.7
Cylinder rental and other.......................... 14.4 13.4 13.2
</TABLE>

CUSTOMERS

The Company currently has more than 56,000 customers, none of which
accounted for more than 1% of net sales in fiscal 1998. In fiscal 1998,
approximately 20% of the Company's net sales were to metal production and
fabrication customers. Other major industry categories represented by the
Company's customer base includes manufacturing at 18%, health care at 8%,
construction at 8%, services at 9%, mining at 4%, and oil and chemicals at 3% of
net sales. The customer base also includes smaller distributors who are in close
proximity to one of the Company's larger packaging facilities and find it
economically advantageous to source certain products from the Company.

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The Company believes the industry has been characterized by relatively high
customer loyalty because of the importance of quality service and personal
relations. This characteristic has made it difficult for new entrants in a
market to acquire existing customers. However, service requirements for certain
large customers are becoming more demanding and sophisticated and the Company
expects that this will result in more account turnover in the future.

For some larger volume customers, bulk cryogenic products are delivered in
transports to cryogenic tanks at the customer location. The Company serves small
bulk customers only where it can compete effectively with producers, primarily
on the basis of service and the supply of other products, such as cylinder gases
and hard goods.

SALES AND MARKETING

The distribution of most packaged gases is most economically performed
within approximately a thirty-mile radius of the product packaging or inventory
location due primarily to the costs associated with the delivery of cylinders.
Therefore, the aggregate national market of $6 billion consists of hundreds of
regional markets with an estimated size of $5 million to $100 million in annual
sales. The Company believes the average market size is approximately $20
million. The Company solicits and maintains business primarily through a direct
selling effort using an experienced sales force of approximately 60 sales
representatives. Sales representatives receive continuous training so that they
are knowledgeable about gas and product performance characteristics and current
application technology. On average, the Company's sales representatives have
more than ten years of industry experience. Sales representatives are paid a
base salary and commissions based upon account profit margin. Efforts are
focused on accounts generating sales of high margin products. Occasionally,
sales representatives make joint sales calls with the Company's suppliers to
address difficult or innovative customer application requirements. The Company
has been testing both telemarketing and catalog solicitation at selected
locations to attract new accounts.

Smaller accounts are usually served from "walk in" retail locations, where
the gases and hard goods are picked up rather than delivered. Each retail
location contains a showroom to allow the customer easy access to equipment and
supplies. Branch locations are chosen on the basis of local market distribution
logistics rather than suitability for "walk in" retail sales. The Company's
advertising efforts are limited as management does not consider advertising to
be a significant factor in generating sales.

COMPETITION

Competition is almost always on a regional market basis and is based
primarily on customer loyalty, service and, to a lesser extent, price. Most
regional markets have between three and six competitors, the majority of whom
are small independent companies, with one or two competitors having a
significantly higher market share than the others. The Company competes in many
markets throughout West Virginia, Pennsylvania, Kentucky, Ohio, Virginia,
Tennessee, Maryland, Delaware, New Jersey and North Carolina. The Company
believes it has a strong or leading position in most of the markets it serves.

While the Company competes with the distribution subsidiaries of the major
industrial gas producers, the Company does not believe that the production of
industrial gas provides these producers with a significant competitive advantage
because in most cases, the cost for base gases represents a relatively minor
component of the total selling price in comparison to the packaging and
distribution expenses.

SUPPLIERS

The Company purchases industrial gases pursuant to short-term supply
arrangements and open purchase orders with three of the five major gas producers
in the United States. One such producer accounted for approximately 69% of the
Company's gas purchases in fiscal 1998. If any of these arrangements were
terminated, the Company believes it would be able to readily secure an alternate
source of supply.

The Company purchases welding equipment and consumable supplies from
approximately 69 primary vendors, of which purchases from the top five vendors
represented approximately 56% of total purchases in fiscal

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1998. Purchases from major vendors are made pursuant to purchase orders that are
cancelable by the Company upon minimal notice. With supplier overcapacity in
most product lines and high competitive rivalry for volume purchasers, large
distributors such as the Company are generally able to purchase welding
equipment and supplies from the vendor of their choice. This enables the Company
to participate in vendor discount and rebate programs and obtain products at
competitive costs.

The Company purchases propane from pipeline sources at various supply
points in its market areas, generally on a short-term basis at prevailing market
prices. The Company historically has been able to adjust prices to customers to
reflect changes in product cost, which varies with season and availability. The
Company is not dependent upon any single supplier for propane and supplies have
historically been readily available. A significant portion of the Company's
propane sales are made to industrial customers. As a result, the Company's sales
are less seasonal than those of many competitors in the propane market who focus
on the residential segment. Because of the Company's off-peak season demand, the
Company believes that it would be less likely than some distributors to be
placed on allocation by suppliers during a period of tight supply and
accordingly would receive adequate supplies to meet customer demand.

EMPLOYEES

At June 30, 1998, the Company employed 561 people, of whom approximately
11% were covered by collective bargaining agreements. Historically, the Company
has not been adversely affected by strikes or work stoppages. Approximately 62%
of the Company's employees are hourly workers. The Company believes it has a
skilled and motivated work force and that its relationship with employees is
good. The Company believes that its wages and benefits, which reflect local
conditions, are competitive with those provided by major competitors. All of the
Company's hourly employees are currently paid wages at a rate that exceeds the
current, and federally mandated increases in, the minimum wage. The Company
believes it would not be materially impacted by future increases in the minimum
wage.

The Company believes that continuing education is necessary for its
employees to achieve and maintain the skills required to be effective in today's
competitive environment. At its Wheeling, West Virginia training center, the
Company provides a variety of programs and courses covering all phases of
operations, sales, safety and distribution. Key suppliers also provide employees
product training relating primarily to welding and gas application technology.

REGULATORY MATTERS

The Company is subject to federal and state laws and regulations adopted
for the protection of the environment, and the health and safety of employees
and users of its products. In addition, the Company voluntarily complies with
applicable industry safety standards. Management believes that the Company is in
substantial compliance with all such laws, regulations and standards currently
in effect and that the cost of compliance with such laws, regulations and
standards will not have a material adverse effect on the Company.

PRODUCT LIABILITY AND INSURANCE

The Company maintains insurance coverage which it believes to be adequate.
The nature of the Company's business may subject it to product liability
lawsuits. To the extent that the Company is subject to claims which exceed its
liability insurance coverage, such suits could have a material adverse effect on
the Company. The Company has not suffered any material losses from such lawsuits
in the past.

ITEM 2. PROPERTIES

The Company owns approximately 375,000 cylinders, 15,000 bulk propane tanks
and 330 bulk cryogenic tanks, generally ranging in size from 250 gallons to
11,000 gallons. Most cylinders and storage tanks are located at customer sites.
Cylinders require minimal maintenance and have useful lives that the Company
expects will extend on average for 50 years or longer. Bulk tanks have useful
lives generally less than those of cylinders, however, if well maintained their
useful life can be over 30 years.

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The Company has 52 industrial gas and welding supply distribution locations
in ten states, twenty-one of which also package and distribute propane. A
typical location has two acres of property, 5,000 square feet of space used to
warehouse hard goods, 5,000 square feet of space used for gas filling and
cylinder storage and 2,000 square feet of space used for a retail showroom. The
Company's headquarters are located in 20,000 square feet of space and an
additional 3200 square feet of space for executive offices in Wheeling and
Benwood West Virginia, respective.

Most of the specialty gas products sold by the Company are purified,
packaged and mixed at a facility operated by the Company in Evans City,
Pennsylvania. This facility normally processes approximately 30,000 cylinders
per month, but has capacity to process approximately 100% more volume, which the
Company believes would be sufficient to meet increased volume requirements in
the future.

All of the Company's facilities are leased on terms which the Company
believes are consistent with commercial rental rates prevailing in the
surrounding rental market. The Company believes that its facilities are adequate
for its needs and that its properties are generally in good condition, well
maintained and suitable for their intended use.

ITEM 3. LEGAL PROCEEDINGS

Some industrial gases and propane are flammable, explosive products.
Serious personal injury and property damage can occur in connection with its
transportation, storage, production or use. The Company, in the ordinary course
of business, is threatened with or is named as a defendant in various lawsuits
which, among other items, seek actual and punitive damages for product
liability, personal injury and property damage. The Company is currently a
defendant in a lawsuit claiming that the Company is liable and negligent in the
death of an individual killed during a fire and explosion that occurred at a
site adjacent to a customer location where the Company delivered propane
cylinders and other gases. The Company's customer filed a second lawsuit seeking
damages for property damages resulting from the fire and explosion. The Court
has ordered that these two cases be consolidated for discovery purposes. Both
cases are currently in extensive discovery with a scheduled trial date in
December 1998. Management is of the opinion that the ultimate resolution of this
matter, in consideration of its insurance coverages, will not have a material
adverse effect on the Company's financial condition or results of operations.
The Company maintains liability insurance policies with insurers in such amounts
and with such coverages and deductibles as the Company believes is reasonable
and prudent. However, there can be no assurance that such insurance will be
adequate to protect the Company from material expenses related to such personal
injury or property damage or that such levels of insurance will continue to be
available in the future at economical prices. It is not possible to determine
the ultimate disposition of the pending matter discussed above; however,
management is of the opinion that there are no known claims or known contingent
claims that are likely to have a material adverse effect on the results of
operations or financial condition of the Company.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security holders, through the
solicitation of proxies or otherwise, during the fourth quarter of the fiscal
year ended June 30, 1998.

PART II

ITEM 5. MARKET FOR THE COMPANY'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS

The Company's Common Stock began trading on April 10, 1997 on the Nasdaq
National Market under the symbol "VNGI." As reported by Nasdaq, the high and low
sales prices of the Company's stock for the fiscal year ended June 30, 1998 were
$12.125 and $10.00, respectively.

On September 25, 1998, there were 109 record holders of the Company's
common stock.

The Company has not paid any cash dividends since its initial public
offering, and does not anticipate that it will pay dividends in the foreseeable
future. The Company currently intends to retain future earnings, if any, to
8
<PAGE> 11

provide funds for the growth and development of the Company's business. The
payment of dividends is prohibited by certain covenants in the Company's credit
facility.

ITEM 6. SELECTED FINANCIAL DATA

Selected consolidated financial data for the Company is presented in the
table below and should be read in conjunction with Management's Discussion and
Analysis of Financial Condition and Results of Operations included in Item 7 and
the Company's consolidated financial statements included in Item 8 herein.

<TABLE>
<CAPTION>
YEARS ENDED JUNE 30,
--------------------------------------------------
1994 1995 1996 1997(1) 1998
---- ---- ---- ------- ----
(AMOUNTS IN THOUSANDS EXCEPT PER SHARE DATA):
<S> <C> <C> <C> <C> <C>
Operating Results:
Net sales.............................. $39,166 $44,914 $53,612 $73,905 $95,031
Depreciation and amortization.......... 2,790 3,112 4,700 6,673 9,086
Operating income....................... 3,828 4,183 5,000 4,493 7,848
Interest expense....................... 1,038 1,072 1,561 2,158 3,116
Income taxes (2)....................... -- -- -- 3,655 2,052
Net income (loss)...................... 3,061 3,555 4,101 (845) 2,953
Basic earnings per share............... $ 0.31
Diluted earnings per share............. $ 0.31
Pro forma basic earnings (loss) per
share (3)........................... $ 0.26 $ 0.30 $ 0.35 $ (0.30)
Pro forma diluted earnings (loss) per
share (3)........................... $ 0.25 $ 0.29 $ 0.34 $ (0.27)
Weighted average shares
Basic............................... 9,620
Diluted............................. 9,667
Pro forma weighted average shares (4)
Basic............................... 7,000 7,000 7,000 7,573
Diluted............................. 7,267 7,267 7,267 8,506
Balance Sheet Data:
Working capital........................ 5,116 6,327 7,218 9,685 7,183
Total assets........................... 27,133 33,421 45,491 67,806 97,059
Current portion of long-term debt...... 1,852 2,135 2,737 3,928 5,612
Long-term debt......................... 10,079 12,964 19,507 28,787 48,656
Other non-current liabilities (2)...... 355 478 590 5,317 7,302
Shareholders' equity................... 11,648 13,796 16,371 21,230 24,183
</TABLE>

- ---------------

(1) Fiscal year 1997 includes special noncash charges of $1.9 million ($1.1
million net of taxes) related to the issuance of stock, in conjunction with
the Company's initial public offering, to executives and a director to
satisfy deferred compensation and consulting agreements.

(2) Until April 10, 1997, the Company was treated as an S Corporation for
federal and state income tax purposes. As a result, the Company was not
subject to federal and state income taxes. The Company terminated its S
Corporation election in connection with the initial public offering of its
common stock and become a C Corporation. Upon termination of the S
Corporation election, the Company was required to recognize $3.9 million of
deferred income taxes in the final quarter of fiscal year 1997.

(3) Reflects pro forma income taxes at 40% for periods prior to April 10, 1997.

(4) Fiscal year 1997 pro forma shares include shares assumed to be issued to
cover the excess of S corporation distributions over current period
earnings.

9
<PAGE> 12

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

OVERVIEW

The Company is a leading packager and distributor of industrial, medical
and specialty gases, welding equipment and supplies, and propane in ten states
in the mid-Atlantic and midwestern regions of the United States. The Company's
net sales have grown, primarily as a result of acquisitions, at a compound
annual rate of approximately 17% per year since the Company started business in
1958, increasing from $190,000 in that year to $95.0 million in fiscal 1998. In
fiscal 1998, gases accounted for approximately 40% of net sales, welding
equipment and supplies accounted for approximately 47% of net sales, and
cylinder and tank rental accounted for approximately 13% of net sales.

The Company believes it has been successful in executing its strategy of
growth through acquisitions, having completed 36 acquisitions since 1990. Some
acquisitions have had, and the Company expects some future acquisitions will
have, a dilutive effect upon the Company's income from operations and net income
before tax for a short period following consummation. This temporary dilution
occurs because some of the benefits of acquisitions, such as leveraging of
operating and administrative expenses, improved product gross margins and real
sales growth, occur over a period ranging from two to eight quarters, depending
upon the complexity of integrating each acquisition into the Company's existing
operations. The consideration for most acquisitions includes a combination of a
cash payment at closing, seller financing and payments under covenants not to
compete and consulting agreements. In most cases, operating cash flow of an
acquired business is positive in a relatively short period of time. For many
acquisitions, the Company believes that projections of future cash flows justify
payment of amounts in excess of the book or market value of the assets acquired,
resulting in goodwill being recorded.

The Company's results are subject to moderate seasonality, primarily due to
fluctuations in the demand for propane, which is highest during winter months
falling in the Company's second and third fiscal quarters. Seasonality of total
sales has increased as propane sales as a percentage of total sales have
increased.

Operating and administrative expenses are comprised primarily of salaries,
benefits, transportation equipment operating costs, facility lease expenses and
general office expenses. These expenses are generally fixed on a
quarter-to-quarter basis. The Company believes that changes in these expenses as
a percentage of sales should be evaluated over the long term rather than on a
quarter-to-quarter basis due to the moderate seasonality of sales mentioned
above and the generally fixed nature of these expenses.

Historically, the Company's gross profit margins as a percentage of sales
have been higher on the sale of gases than on the sale of welding equipment and
supplies ("hard goods"). As a result of recent acquisitions of some distributors
with a higher proportion of hard goods to gas sales, the Company's average gross
profit as a percentage of sales has decreased in comparison to prior years.
Future acquisitions may affect this pattern depending upon the product mix of
the acquired businesses.

Until April 10, 1997, the Company was treated as an S Corporation for
federal and state income tax purposes. As a result, the Company was not subject
to federal and state income taxes. The Company terminated its S Corporation
election in connection with the initial public offering of its common stock and
become a C Corporation. Upon termination of the S Corporation election, the
Company was required to recognize $3.9 million of deferred income taxes in the
final quarter of fiscal year 1997.

10
<PAGE> 13

RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated, certain items in
the Company's statements of operations as a percentage of net sales. Results for
any one or more periods are not necessarily indicative of annual results or
continuing trends.

<TABLE>
<CAPTION>
AS A PERCENTAGE OF NET SALES
YEARS ENDED JUNE 30,
----------------------------
1996 1997 1998
---- ---- ----
<S> <C> <C> <C>
Net sales................................................... 100.0% 100.0% 100.0%
Cost of products sold, excluding depreciation and
amortization.............................................. 44.1 46.5 46.7
----- ----- -----
Gross profit................................................ 55.9 53.5 53.3
Operating and administrative expenses....................... 37.8 35.9 35.4
Depreciation and amortization............................... 8.8 9.0 9.6
Special charges (1)......................................... -- 2.5 --
----- ----- -----
Income from operations...................................... 9.3 6.1 8.3
Interest expense............................................ 2.9 2.9 3.3
Other income................................................ 1.2 0.6 0.3
----- ----- -----
Net income before taxes..................................... 7.6 3.8 5.3
Provision for income taxes.................................. -- 4.9 2.2
----- ----- -----
Net income.................................................. 7.6% (1.1)% 3.1%
===== ===== =====
</TABLE>

- ---------------

(1) Special one-time noncash charges were recorded in conjunction with the
initial public offering of the Company's common stock of (i) $1.9 million
($1.1 million net of taxes) for shares issued to executives and a director
to satisfy deferred compensation and consulting agreements, and (ii) $3.9
million for recognition of the deferred tax liability related to termination
of the S corporation status.

(2) For all periods prior to April 10, 1997, the Company elected to be treated
as an S Corporation. As a result, the income of the Company was taxed for
federal and state purposes directly to the Company's shareholders rather
than to the Company.

COMPARISON OF YEARS ENDED JUNE 30, 1998 AND 1997

Net sales increased 28.6%, or $21.1 million, to $95.0 million from $73.9
million for the years ended June 30, 1998 and 1997, respectively. Acquisitions
made during the preceding twelve months contributed $20.6 million of the
increase in net sales, while same store sales growth contributed $0.5 million of
the increase. Same store sales for the year were negatively impacted by the
effect of a warmer than usual winter on the Company's propane sales and the
performance at three of the Company's branches. Gases and cylinder income
represented 53.3% of net sales for the year, with hard goods representing the
remaining 46.7%. In comparison, net sales for the prior year reflected gases and
cylinder income as 55.6% and hard goods as 44.4%. This change in sales mix
reflects the effect of acquisitions made during the preceding twelve months. The
Company believes that the base of hard good customers acquired in these
acquisitions provides it the opportunity to build gas and cylinder business in
the future.

Gross profit, which excludes depreciation and amortization, increased
28.0%, or $11.1 million, to $50.6 million for the year, compared to $39.6
million for the prior year. Acquisitions made during the preceding twelve months
contributed $10.6 million of the increase in gross profit, while same stores
contributed $0.5 million of the increase. Gross profit as a percentage of net
sales was 53.3% for the year, compared to 53.5% for the prior year. This change
reflects an increase in the proportion of hard good sales, which have a lower
gross profit margin as a percentage of net sales than gases, primarily related
to acquisitions made during the year, partially offset by improved gross margins
for gas products.

Operating and administrative expenses, before prior year special charges,
increased 27.1%, or $7.2 million, to $33.7 million for the year, compared to
$26.5 million for the prior year. Of this increase, $6.4 million was
11
<PAGE> 14

related to acquired businesses, with the balance of the change, or $0.8 million,
attributable to same store expenses. Depreciation and amortization expense
increased $2.4 million for the year, primarily as a result of acquisitions made
during the last twelve months. Special one-time noncash charges of $1.9 million
($1.1 million net of taxes) were recorded during the final quarter of the prior
year reflecting the issuance of stock at the time of the initial public offering
to executives and a director to satisfy obligations under certain deferred
compensation and consulting agreements.

Interest expense increased 44.4%, or $1.0 million, to $3.1 million for the
year, compared to $2.2 million for the prior year. This increase reflects the
impact of additional borrowings related to acquisitions, partially offset by
reduced average interest rates resulting from the refinancing of the Company's
credit facility.

Net earnings for the year were $3.0 million, compared to a net loss of $0.8
million for the fiscal year ended June 30, 1998, which included one-time charges
of $1.9 million ($1.1 million net of taxes) and $3.9 million for the recording
of the noncash compensatory charges and the recognition of the deferred tax
liability resulting from the termination of the S corporation status.

Earnings before interest, taxes, depreciation, amortization and other
noncash charges increased 27.2%, or $3.7 million, to $17.2 million for the year,
compared to $13.5 million for the prior year. Earnings before interest, taxes,
depreciation, amortization and other noncash charges is an important measurement
of the Company's ability to repay debt through operations and provides the
Company with the ability to pursue investment alternatives.

COMPARISON OF YEARS ENDED JUNE 30, 1997 AND 1996

Net sales increased 37.9%, or $20.3 million, to $73.9 million from $53.6
million for the years ended June 30, 1997 and 1996, respectively. Acquisitions
made during the preceding twelve months contributed $17.5 million of the
increase in net sales, while same store sales growth contributed $2.8 million of
the increase. Gases and cylinder income represented 55.6% of net sales for the
year, with hard goods representing the remaining 44.4%. In comparison, net sales
for the prior year reflected gases and cylinder income as 60.3% and hard goods
as 39.7%. This change in sales mix reflects the effect of acquisitions made
during the preceding twelve months that as a consolidated group have had a sales
mix of 40.2% gases and cylinder income and 59.8% hard goods. The Company
believes that the base of hard good customers related to these acquisitions
provides it the opportunity to build gas and cylinder business in the future.

Gross profit, which excludes depreciation and amortization, increased
31.9%, or $9.6 million, to $39.6 million for the year, compared to $30.0 million
for the prior year. Acquisitions made during the preceding twelve months
contributed $8.1 million of the increase in gross profit, while same stores
contributed $1.5 million of the increase. Gross profit as a percentage of net
sales was 53.5% for the year, compared to 55.9% for the prior year. This change
reflects an increase in the proportion of hard good sales, which have a lower
gross profit margin as a percentage of net sales than gases, primarily related
to acquisitions made during the year.

Operating and administrative expenses increased 30.6%, or $6.2 million, to
$26.5 million for the year, compared to $20.3 million for the prior year. Of
this increase, $5.1 million was related to acquired businesses, with the balance
of the change attributable to increased facility lease costs and normal
inflation of wages, benefits, repairs and operating supplies. Depreciation and
amortization expense increased $2.0 million for the year, primarily as a result
of acquisitions made during the last twelve months. Special one-time noncash
charges of $1.9 million ($1.1 million net of taxes) were recorded during the
final quarter reflecting the issuance of stock at the time of the initial public
offering to executives and a director to satisfy obligations under certain
deferred compensation and consulting agreements.

Interest expense increased 38.2%, or $0.6 million, to $2.2 million for the
year, compared to $1.6 million for the prior year. This increase reflects the
impact of additional borrowings related to acquisitions, partially offset by
reduced average interest rates resulting from the refinancing of the Company's
credit facility.

A net loss of $0.8 million was recorded for the fiscal year ended June 30,
1997, which included one-time charges of $1.9 million ($1.1 million net of
taxes) and $3.9 million for the recording of the noncash compensatory charges
and the recognition of the deferred tax liability resulting from the termination
of the
12
<PAGE> 15

S corporation status. Assuming a 40% tax rate for the period prior to April 10,
1997, the Company had a pro forma loss of $2.3 million for the year compared to
pro forma earnings of $2.5 million for the prior year. Pro forma earnings for
the current year, before the effect of the $5.0 million in one-time charges,
were $2.7 million.

Earnings before interest, taxes, depreciation, amortization and other
noncash charges increased 30.6%, or $3.1 million, to $13.5 million for the year,
compared to $10.4 million for the prior year. Earnings before interest, taxes,
depreciation, amortization and other noncash charges is an important measurement
of the Company's ability to repay debt through operations and provides the
Company with the ability to pursue investment alternatives.

YEAR 2000 COMPLIANCE

The Company's work on the Year 2000 ("Y2K") computer compliance issue began
in 1996. The Company's Y2K compliance program consists of five parts: inventory,
assessment, renovation, testing and implementation. The Company has conducted an
inventory and assessment of remediation required for business-critical
information technology applications. Project plans have been created, and
progress is being monitored on an ongoing basis. The Company's goal is to have
its business-critical information technology applications Y2K compliant by
December 31, 1998. The Company is also in the process of completing Company-wide
inventory, assessment and remediation project plans for business-critical
personal computers and software, user applications and embedded-chip systems.
The Company's goal is to have these business-critical components Y2K compliant
by June 30, 1999.

The Company is investigating the Y2K compliance status of its vendors,
suppliers and affiliates via the Company's own internal vendor compliance
effort. The Company will carry out this task through a Company-wide effort to
address internal issues, and jointly with industry trade groups, to address
issues related to third parties which are common to the industry.

The Company estimates that expenses incurred and expenses still to be
incurred for programming, internal staff costs and other expenses related to its
Y2K efforts will be less than $100,000.

While the Company believes it is taking all appropriate steps to achieve
Y2K compliance, its Y2K issues and any potential future business interruptions,
costs, damages or losses related thereto, are dependent, to a significant
degree, upon the Y2K compliance of third parties, both domestic and
international, such as government agencies, customers, vendors and suppliers.
The Y2K problem is pervasive and complex, as virtually every computer operation
will be affected in some way. Consequently, no assurance can be given that Y2K
compliance can be achieved without significant additional costs.

LIQUIDITY AND CAPITAL RESOURCES

Historically, the Company has financed its operations, capital expenditures
and debt service with funds provided from operating activities. Acquisitions
have been financed by a combination of seller financing, bank borrowings and
funds generated from operations.

At June 30, 1998, the Company had working capital of $7.2 million and long
term debt of $48.7 million, compared to $9.7 million and $28.8 million,
respectively, at June 30, 1997. In conjunction with the Company's initial public
offering of its common stock during fiscal year 1997, $1.9 million of long term
debt was retired with shares of common stock, but remains subject to a put right
by the holders to convert the shares back to debt, plus accrued interest, for a
period of three years.

Net cash provided by operating activities increased $4.6 million, to $13.6
million for fiscal year 1998, compared to $9.0 million for the prior year. Cash
used for acquisitions was approximately $25.5 million and $10.2 million for
fiscal 1998 and 1997, respectively. Capital expenditures, made primarily for the
purchase of cylinders, tanks and delivery trucks, were approximately $5.3
million and $4.0 million for fiscal 1998 and 1997, respectively. Net proceeds,
after related expenses, from the initial public offering in April 1997 of
approximately $15.7 million were used to pay the Company's estimated S
corporation distribution of $11.1 million with the balance of $4.6 million used
to reduce outstanding borrowings.

13
<PAGE> 16

On February 5, 1998 the Company entered into an amended and restated credit
facility with Bank One, as agent. The new credit facility increased the maximum
revolving note borrowings to $75.3 million, including a letter of credit
sublimit of $25.0 million, and refinanced the term note at the existing balance
of $14.7 million. The new scheduled maturity date of the term note is October 4,
2003. The new scheduled maturity date of the revolving note is January 16, 2001.
The Company pays a fee for the unused portion of the revolving loan. The
revolving loan is used primarily to fund acquisitions. The Company is not
required to make principal payments on outstanding balances of the revolving
loan as long as certain covenants are satisfied. Interest is charged on both the
term loan and the revolving loan at either the lender's prime rate or various
LIBOR rates, at the Company's discretion, plus an applicable spread. The
weighted average interest rate for substantially all of the borrowings under the
credit facility was 7.3% as of June 30, 1998. As of June 30, 1998, availability
under the revolving loan was approximately $40.8 million, with outstanding
borrowings of approximately $26.8 million and outstanding letters of credit of
approximately $7.7 million. The credit facility is secured by all of the
Company's assets.

The loan agreement for the credit facility contains various financial
covenants applicable to the Company, including covenants requiring minimum fixed
charge coverage, maximum funded debt to EBITDA, and minimum net worth. The
Company is in compliance with these covenants and believes that it will continue
to be in compliance through at least the next twelve months.

The Company is obligated under various promissory notes related to the
financing of acquisitions that have various rates of interest, ranging from 3.0%
to 10.0% per annum, and maturities through 2010. The outstanding balance of
these notes as of June 30, 1998 and 1997 was $14.2 million and $12.2 million,
respectively. Some of these notes are secured by assets related to the
applicable acquisition, some are unsecured, and some are backed by bank letters
of credit issued under the Company's credit facility. Outstanding letters of
credit as of June 30, 1998 and 1997 were $7.7 million and $5.9 million,
respectively.

On December 23, 1997, the Company entered into two interest rate swap
agreements with Bank One to reduce the impact of changes in interest rates. The
first agreement was for a period of seven years, cancelable by the bank at the
end of five years, whereby the Company agreed to pay the bank a fixed rate of
5.90% per annum on the notional principal amount of $5.0 million and the bank
agreed to pay the Company the one month LIBOR rate on the same notional amount.
The second agreement was for a period of five years, cancelable by the bank at
the end of three years, whereby the Company agreed to pay the bank a fixed rate
of 5.80% per annum on the notional principal amount of $5.0 million and the bank
agreed to pay the Company the one month LIBOR rate on the same notional amount.
On January 15, 1998, the Company entered into two interest rate swap agreements
with Bank One to reduce the impact of changes in interest rates. The first
agreement was for a period of seven years, cancelable by the bank at the end of
five years, whereby, the Company agreed to pay the bank a fixed rate of 5.43%
per annum on the notional principal amount of $10.0 million and the bank agreed
to pay the Company the one month LIBOR rate on the same notional amount. The
second agreement was for a period of five years, cancelable by the bank at the
end of three years, whereby, the Company agreed to pay the bank a fixed rate of
5.29% per annum on the notional principal amount of $10.0 million and the bank
agreed to pay the Company the one month LIBOR rate on the same notional amount.
The Company is exposed to credit loss in the event of nonperformance by the
bank. However, the Company does not anticipate nonperformance by the bank.

The Company has entered into a put/call option agreement with an
independent distributor for the purchase of its business. This option becomes
exercisable beginning in the year 2002 and ending in the year 2008. The Company
believes that it will have adequate capital resources available to fund this
acquisition at such time that the option is exercised.

The Company believes that cash generated from operations, borrowing
availability under its credit facility and the ability to obtain financing with
sellers of businesses will be sufficient to satisfy the Company's requirements
for operating funds, capital expenditures and future acquisitions for at least
the next twelve months. The Company has no plans at this time to issue
additional shares of common stock.

14
<PAGE> 17

INTEREST RATE SENSITIVITY

The table below provides information about the Company's derivative
financial instruments and other financial instruments that are sensitive to
changes in interest rates, including interest rate swaps and debt obligations.
For debt obligations, the table presents principal cash flows and related
weighted average interest rates by expected maturity dates. For interest rate
swaps, the table presents notional amounts and weighted average interest rates
by expected (contractual) maturity dates. Notional amounts are used to calculate
the contractual payments to be exchanged under the contract. Weighted average
variable rates are based on the one month LIBOR rate in effect at the reporting
date. No assumptions have been made for future changes in the one month LIBOR
rate.

<TABLE>
<CAPTION>
EXPECTED MATURITY DATE
FOR PERIODS ENDING JUNE 30,
----------------------------------------------- THERE FAIR
1999 2000 2001 2002 2003 AFTER TOTAL VALUE
---- ---- ---- ---- ---- ----- ----- -----
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Liabilities
Long term debt
Fixed rate.............. $ 3,054 $ 2,833 $ 2,327 $ 2,318 $ 1,393 $ 2,081 $ 14,006 $
Average interest rate... 3.85% 4.29% 4.75% 5.79% 6.05% 6.59%
Variable rate........... $ 2,558 $ 2,558 $29,389 $ 2,558 $ 2,558 $ 641 $ 40,262 $ 40,262
Average interest rate... 5.65% 5.65% 5.65% 5.65% 5.65% 5.65% 5.65%
Interest rate swaps
Fixed to variable....... $35,000 $35,000 $35,000 $20,000 $20,000 $15,000 $160,000 $160,000
Average pay rate........ 5.51% 5.51% 5.51% 5.64% 5.59% 5.55% 5.55%
Average receive rate.... 5.65% 5.65% 5.65% 5.65% 5.65% 5.65% 5.65%
</TABLE>

FLUCTUATIONS IN QUARTERLY RESULTS

The Company generally has experienced higher sales activity during its
second and third quarters as a result of seasonal sales of propane, with
corresponding lower sales for the first and fourth quarters. As a result, income
from operations and net income typically are higher for the second and third
quarters than for the first and fourth quarters of the fiscal year. The timing
of acquisitions may also have an appreciable effect on quarter to quarter
earnings.

INFLATION

The impact of inflation on the Company's operating results has been
moderate in recent years, reflecting generally low rates of inflation in the
economy and the Company's historical ability to pass purchase price increases to
its customers in the form of sales price increases. While inflation has not had,
and the Company does not expect that it will have, a material impact upon
operating results, there is no assurance that the Company's business will not be
affected by inflation in the future.

SUBSEQUENT EVENTS

On September 10, 1998 the Company acquired all of the assets of an
industrial gas and welding supply distributor having approximately $2 million in
annualized sales. The purchase was financed with a combination of cash,
borrowings under the credit facility and long-term notes with the sellers. On
September 4, 1998 the Company entered into a letter of intent, subject to normal
and customary due diligence and negotiation of a definitive agreement, for the
purchase of all of the assets of an industrial gas and welding distributor
having approximately $4 million in annualized sales. The Company expects this
transaction to close within 90 days and to be financed with borrowings under the
credit facility and notes with the sellers.

On August 28, 1998, the Company entered into an interest rate swap
agreement with Bank One to reduce the impact of changes in interest rates. This
agreement was for a period of five years, cancelable by the bank at the end of
three years, whereby, the Company agreed to pay the bank a fixed rate of 5.40%
per annum on the notional principal amount of $5.0 million and the bank agreed
to pay the Company the one month LIBOR rate on the

15
<PAGE> 18

same notional amount. The Company is exposed to credit loss in the event of
nonperformance by the bank. However, the Company does not anticipate
nonperformance by the bank.

RECENT ACCOUNTING PRONOUNCEMENTS

In fiscal 1999, the Company will adopt the provisions of three Statements
of Financial Accounting Standards ("SFAS") recently issued by the Financial
Accounting Standards Board. SFAS No. 130, "Reporting Comprehensive Income,"
establishes standards for displaying comprehensive income and its components in
a full set of general purpose financial statements. SFAS No. 131, "Disclosures
about Segments of an Enterprise and Related Information," establishes standards
for reporting information about operating segments in annual financial
statements and requires reporting selected information about operating segments
in interim financial reports issued to shareholders. SFAS No. 132, "Employers'
Disclosures about Pensions and Other Postretirement Benefits," standardizes the
disclosures for pensions and other postretirement benefits to the extent
practicable, requires additional information on changes in the benefit
obligations and fair values of plan assets that will facilitate financial
analysis and eliminates other disclosures no longer useful as prescribed in
previous standards.

SFAS Nos. 130, 131 and 132 only affect financial disclosures in interim and
annual reports; therefore, the adoption of these accounting standards will not
have an impact on the Company's financial condition or results of operations.

On June 15, 1998, the Financial Accounting Standards Board issued Financial
Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities." The Statement establishes accounting and reporting standards
requiring that every derivative instrument (including certain derivative
instruments embedded in other contracts) be recorded in the balance sheet as
either an asset or liability measured at its fair value. The Statement requires
that changes in the derivative's fair value be recognized currently in earnings
unless specific hedge accounting criteria are met. Statement 133 is effective
for fiscal years beginning after June 15, 1999.

The Company has not yet quantified the impacts of adopting Statement 133 on
its financial statements and have not determined the timing of or method of its
adoption of Statement 133. However, the Statement could increase volatility in
earnings and other comprehensive income.

FORWARD LOOKING STATEMENTS AND RISK FACTORS

This report includes statements that are forward-looking as that term is
defined by the Private Securities Litigation and Reform Act of 1995 or by the
Securities and Exchange Commission in its rules, regulations and releases. The
Company intends that such forward-looking statements be subject to the safe
harbors created thereby. All forward-looking statements are based upon current
expectations regarding important risk factors. Accordingly, actual results may
differ materially from those expressed in forward-looking statements and the
making of such statements should not be regarded as a representation by the
Company or any other person that the results expressed will be achieved.
Important risk factors include, but are not limited to, the Company's ability to
make and assimilate acquisitions, continued availability of financing, managing
rapid growth, competition, dependence on key personnel, dependence on key
suppliers, control by principal shareholder, uncertainties regarding accidents
or litigation which may arise in the normal course of business and effects of
changes in the economy, monetary and fiscal policies, laws and regulations,
inflation and fluctuations in interest rates.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The consolidated financial statements of the Company and the Independent
Accountants' report thereon listed in the accompanying Index to Financial
Statements are incorporated herein by reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES

There has been no change in the Company's accountants during the two most
recent years or any subsequent interim period.

16
<PAGE> 19

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

The directors and executive officers of the Company are as follows:

<TABLE>
<CAPTION>
YEARS
EXPERIENCE
NAME AGE IN INDUSTRY POSITION
---- --- ----------- --------
<S> <C> <C> <C>
Gary E. West......................... 61 28 Chairman of the Board of Directors
Lawrence E. Bandi.................... 44 24 President, Chief Executive Officer, Director
John R. Bushwack..................... 47 22 Executive Vice President, Chief Operating
Officer, Director
Robert D. Scherich................... 38 2 Chief Financial Officer
Ben Exley, IV........................ 51 2 Director
James P. Hart........................ 44 2 Director
William A. Indelicato................ 59 29 Director
R. Bruce Kraemer..................... 53 31 Director
August E. Maier...................... 69 15 Director
</TABLE>

GARY E. WEST, CHAIRMAN OF THE BOARD. Mr. West has served as Chairman of the
Board of Directors of the Company since 1984. From 1970, when he purchased the
Company, to March 1995, Mr. West served as President of the Company. Mr. West is
primarily responsible for the growth and success of the Company. Mr. West has
also served as President of West Rentals, Inc. and Equip Lease Corp. and Vice
President of Acetylene Products Corp. since 1992, 1988 and 1985, respectively.
Since June 1993, he has served as a director of WesBanco Wheeling, and since
June 1990 he has served as a director of H.E. Newmann Co., a plumbing, heating
and mechanical contracting company. Mr. West received his Bachelor of Science
degree in Business Administration from West Liberty State College.

LAWRENCE E. BANDI, PRESIDENT AND CHIEF EXECUTIVE OFFICER. Mr. Bandi has
served as President and Chief Executive Officer of the Company since March 1995
and April 1991, respectively, and as a director of the Company since March 1984.
Mr. Bandi has held various positions with the Company since joining it in 1974.
Mr. Bandi is a Director of the Ohio Valley Industrial and Business Development
Corporation, a private corporation established for the purpose of attracting
various business entities to West Virginia. Mr. Bandi received his Bachelor of
Science degree in Accounting from Wheeling College and his Masters in Business
Administration degree from Wheeling Jesuit College.

JOHN R. BUSHWACK, EXECUTIVE VICE PRESIDENT AND CHIEF OPERATING OFFICER. Mr.
Bushwack has served as the Executive Vice President, Chief Operating Officer and
a director of the Company since January 1997. From 1991 to 1996, Mr. Bushwack
served in various positions with the Company, including Executive Vice President
of Sales and Acquisitions, Vice President of Sales and Acquisitions, Vice
President of Sales and General Manager. From 1987 to 1990, Mr. Bushwack served
as President of the Harvey Company, a gas distributor, and from 1990 to 1991 he
served as Vice President and director of Linde Gases of the Great Lakes, also a
gas distributor. In addition, Mr. Bushwack has been a director of Convenient
Care Products Group, Ltd., a division of Westmoreland Health System, since 1991.

ROBERT D. SCHERICH, CHIEF FINANCIAL OFFICER. Mr. Scherich has served as the
Company's Chief Financial Officer since May 1996. From January 1993 to April
1996, he served as Controller and General Manager of Wheeling Pittsburgh Steel
Corporation, a subsidiary of WHX Corporation, and from January 1988 to December
1993 he served as Division Controller of such corporation. Mr. Scherich was an
accountant with Ernst & Whinney from 1981 to 1984. Mr. Scherich received his
Bachelor of Science degree in Accounting from Pennsylvania State University and
is a Certified Public Accountant.

17
<PAGE> 20

BEN EXLEY, IV, DIRECTOR. Mr. Exley was elected a Director of the Company in
January 1997. Since April 1998, he has served as a Marketing Specialist for the
Ohio Valley Industrial and Business Development Corporation. He served as the
President of Ohio Valley Clarksburg, Inc. since 1990 and Bailey Drug Company
from 1993 through 1998, both of which are pharmaceutical distributors and
wholly-owned subsidiaries of Cardinal Health Inc. Mr. Exley has also served on
the board of directors of several companies, including BankOne West Virginia
N.A. since 1994, BankOne Wheeling-Steubenville N.A. since 1991 and Stone &
Thomas, a chain of clothing department stores, since 1991. Mr. Exley is a
graduate of West Virginia Wesleyan with a Bachelor of Science degree in Business
Administration. He also holds a Masters in Business Administration degree from
Northern Illinois University.

JAMES P. HART, DIRECTOR. Mr. Hart was elected a director of the Company in
January 1997. He has been Vice President and Chief Financial Officer of
Industrial Scientific Corporation ("ISC"), a manufacturer of portable
instruments used for detecting and monitoring a variety of gases, since August
1994. From March 1984 to August 1994, Mr. Hart was Treasurer and Controller of
ISC. Mr. Hart holds a Bachelor of Science degree in Accounting from the
University of Scranton.

WILLIAM A. INDELICATO, DIRECTOR. Mr. Indelicato was elected a director of
the Company in January 1997. Mr. Indelicato has been President of ADE Vantage,
Inc., a business consulting firm which provides certain services to the Company,
since July 1992. From 1988 to 1991, Mr. Indelicato served as General Business
Director of Union Carbide Industrial Gases Inc. Mr. Indelicato is also an
associate professor of strategic management at Pace University in New York. Mr.
Indelicato received his Bachelor of Science degree in Electrical Engineering
from the University of Notre Dame and his Masters in Business Administration
degree from Pace University.

R. BRUCE KRAEMER, DIRECTOR. Mr. Kraemer was elected a Director of the
Company in January 1997. Mr. Kraemer was the owner of Reading Supplies Inc., a
distributor of pipe, valves and fittings, until June 1997 and was President of
Weldco from 1985 to 1996 and a sales representative of Weldco from 1966 to 1985.
Mr. Kraemer received a degree from the Ohio College of Applied Sciences.

AUGUST E. MAIER, DIRECTOR. Mr. Maier was elected a Director of the Company
in January 1997. In September, 1997, Mr. Maier became an employee of the Company
and now serves as Corporate Director of Field Operations. He served as Chief
Executive Officer of Houston Fearless 79, a manufacturer of film processing
equipment, from May 1995 until August 1997. From October 1987 to May 1995, Mr.
Maier was Chief Executive officer of Holox, Inc., a manufacturer and distributor
of industrial gases and welding equipment, which is wholly owned by Hoeklos Ltd.
of Holland. Mr. Maier received his Bachelor of Science degree in Mechanical
Engineering from the Indiana Institute of Technology and his Masters in Business
Administration degree from the Harvard Business School.

ITEM 11. EXECUTIVE COMPENSATION

The information called for by this item is contained in the Company's
definitive proxy statement relating to the annual meeting of shareholders to be
held October 27, 1998, in the section titled "Executive Compensation" and is
incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information called for by this item is contained in the Company's
definitive proxy statement relating to the annual meeting of shareholders to be
held October 27, 1998, in the section titled "Common Stock Ownership of
Directors, Nominees and Officers" and is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information called for by this item is contained in the Company's
definitive proxy statement relating to the annual meeting of shareholders to be
held October 27, 1998, in the section titled "Certain Relationships and Related
Transactions" and is incorporated herein by reference.

18
<PAGE> 21

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K

(a)(1) Financial Statements

The consolidated financial statements of the Company required by this item
are listed in the Index to Financial Statements set forth on page F-1.

(a)(2) Financial Statements Schedules

The financial statement schedules required by this item are set forth
beginning on page S-1. Schedules not filed herewith have been omitted as
inapplicable, or not required, or the information is included in the Company's
consolidated financial statements or the notes thereto.

(a)(3) Exhibits

The exhibits required by this item are listed in the Index to Exhibits set
forth on page E-1.

(b) Reports on Form 8-K

The Company did not file any reports on Form 8-K during the fourth quarter
of the year ended June 30, 1998.

19
<PAGE> 22

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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 NATIONAL GASES INCORPORATED
September 25, 1998
/s/ LAWRENCE E. BANDI

--------------------------------------
Lawrence E. Bandi
President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>

/s/ GARY E. WEST Chairman of the Board September 25, 1998
- -----------------------------------
(GARY E. WEST)

/s/ LAWRENCE E. BANDI President, Chief Executive Officer, September 25, 1998
- ----------------------------------- Director
(LAWRENCE E. BANDI)

/s/ JOHN R. BUSHWACK Executive Vice President, September 25, 1998
- ----------------------------------- Chief Operating Officer,
(JOHN R. BUSHWACK) Secretary, Director

/s/ ROBERT D. SCHERICH Chief Financial Officer September 25, 1998
- -----------------------------------
(ROBERT D. SCHERICH)

/s/ BEN EXLEY, IV Director September 25, 1998
- -----------------------------------
(BEN EXLEY, IV)

/s/ JAMES P. HART Director September 25, 1998
- -----------------------------------
(JAMES P. HART)

/s/ WILLIAM A. INDELICATO Director September 25, 1998
- -----------------------------------
(WILLIAM A. INDELICATO)

/s/ R. BRUCE KRAEMER Director September 25, 1998
- -----------------------------------
(R. BRUCE KRAEMER)

/s/ AUGUST E. MAIER Director September 25, 1998
- -----------------------------------
(AUGUST E. MAIER)
</TABLE>

20
<PAGE> 23

VALLEY NATIONAL GASES INCORPORATED

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Report of the Independent Public Accountants................ F-1

Consolidated Balance Sheets as of June 30, 1997 and 1998.... F-2
Consolidated Statements of Operations for the years ended
June 30, 1996, 1997 and 1998.............................. F-3
Consolidated Statements of Changes in Shareholders' Equity
for the years ended June 30, 1996, 1997 and 1998.......... F-4
Consolidated Statements of Cash Flows for the years ended
June 30, 1996, 1997 and 1998.............................. F-5
Consolidated Notes to Financial Statements.................. F-6
</TABLE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors,
Valley National Gases Incorporated:

We have audited the accompanying consolidated balance sheets of Valley
National Gases Incorporated (a Pennsylvania corporation) and subsidiary as of
June 30, 1997 and 1998, and the related consolidated statements of operations,
changes in stockholders' equity and cash flows for each of the three years in
the period ended June 30, 1998. These financial statements are the
responsibility of the Company'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 consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Valley
National Gases Incorporated and subsidiary as of June 30, 1997 and 1998, and the
results of their operations and their cash flows for each of the three years in
the period ended June 30, 1998, in conformity with generally accepted accounting
principles.

LOGO

Pittsburgh, Pennsylvania,
July 31, 1998 (except for
the matter discussed in
Note 16 as to which the
date is September 10, 1998)

F-1
<PAGE> 24

VALLEY NATIONAL GASES INCORPORATED

CONSOLIDATED BALANCE SHEETS

JUNE 30, 1997 AND 1998

<TABLE>
<CAPTION>
1997 1998
---- ----
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents................................. $ 1,551,949 $ 589,170
Accounts receivable, net of allowance for doubtful
accounts of $200,750 and $345,000, respectively......... 10,299,100 11,657,659
Inventory................................................. 6,822,171 8,731,834
Prepaids and other........................................ 1,604,181 1,242,799
----------- -----------
Total current assets................................. 20,277,401 22,221,462
----------- -----------
PROPERTY, PLANT AND EQUIPMENT:
Land...................................................... 70,842 49,786
Buildings and improvements................................ 3,578,332 3,957,774
Equipment................................................. 38,946,506 49,212,815
Transportation equipment.................................. 6,670,016 8,520,471
Furniture and fixtures.................................... 2,590,373 3,341,977
----------- -----------
Total property, plant and equipment.................. 51,856,069 65,082,823
Accumulated depreciation.................................. (21,786,762) (26,580,317)
----------- -----------
Net property, plant and equipment.................... 30,069,307 38,502,506
----------- -----------
OTHER ASSETS:
Intangibles, net of amortization of $3,666,793 and
$6,888,902, respectively................................ 17,130,777 34,706,927
Deposits and other assets................................. 328,610 1,628,161
----------- -----------
Total other assets................................... 17,459,387 36,335,088
----------- -----------
TOTAL ASSETS................................................ $67,806,095 $97,059,056
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Current maturities of long-term debt...................... $ 3,928,387 $ 5,611,714
Bank overdraft............................................ -- 393,530
Accounts payable, trade................................... 2,984,658 4,584,388
Accrued compensation and employee benefits................ 2,965,676 3,177,180
Other current liabilities................................. 713,684 1,271,817
----------- -----------
Total current liabilities............................ 10,592,405 15,038,629
LONG-TERM DEBT, less current maturities..................... 28,787,064 48,655,869
DEFERRED TAX LIABILITY...................................... 3,665,298 5,933,192
OTHER LONG-TERM LIABILITIES................................. 1,651,733 1,368,766
----------- -----------
Total liabilities.................................... 44,696,500 70,996,456
----------- -----------
REDEEMABLE COMMON STOCK, par value, $.001 per share, issued
235,000 shares............................................ 1,880,000 1,880,000
STOCKHOLDERS' EQUITY:
Common stock, par value, $.001 per share--
Authorized, 30,000,000 shares
Issued, 9,385,084 shares................................ 9,385 9,385
Paid-in-capital........................................... 17,162,396 17,162,396
Retained earnings......................................... 4,057,814 7,010,819
----------- -----------
Total stockholders' equity........................... 21,229,595 24,182,600
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY.................. $67,806,095 $97,059,056
=========== ===========
</TABLE>

The accompanying notes are an integral part of these financial statements.
F-2
<PAGE> 25

VALLEY NATIONAL GASES INCORPORATED

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED JUNE 30, 1996, 1997 AND 1998

<TABLE>
<CAPTION>
1996 1997 1998
---- ---- ----
<S> <C> <C> <C>
NET SALES.......................................... $53,611,979 $73,904,526 $95,030,926
COST OF PRODUCTS SOLD, excluding depreciation and
amortization..................................... 23,617,062 34,350,052 44,413,606
----------- ----------- -----------
Gross profit............................. 29,994,917 39,554,474 50,617,320
----------- ----------- -----------
EXPENSES:
Operating and administrative..................... 20,295,254 26,508,220 33,683,926
Depreciation and amortization.................... 4,699,608 6,673,004 9,085,611
Special charges.................................. -- 1,879,887 --
----------- ----------- -----------
Total expenses........................... 24,994,862 35,061,111 42,769,537
----------- ----------- -----------
Income from operations................... 5,000,055 4,493,363 7,847,783
----------- ----------- -----------
INTEREST EXPENSE................................... 1,561,081 2,157,691 3,115,927
----------- ----------- -----------
OTHER INCOME/(EXPENSE):
Interest and dividend income..................... 332,133 290,657 166,879
Rental income (expense).......................... 81,565 (9,130) 700
Gain (loss) on disposal of assets................ (5,095) 58,474 (20,977)
Other income (expense)........................... 253,351 144,728 126,635
----------- ----------- -----------
Total other income....................... 661,954 484,729 273,237
----------- ----------- -----------
EARNINGS BEFORE INCOME TAXES....................... 4,100,928 2,820,401 5,005,093
PROVISION FOR INCOME TAXES......................... -- 3,665,298 2,052,088
----------- ----------- -----------
NET EARNINGS (LOSS)................................ $ 4,100,928 $ (844,897) $ 2,953,005
=========== =========== ===========
BASIC EARNINGS PER SHARE........................... $ 0.31
DILUTED EARNINGS PER SHARE......................... $ 0.31
WEIGHTED AVERAGE SHARES:
Basic............................................ 9,620,084
Diluted.......................................... 9,667,088

PRO FORMA INFORMATION (UNAUDITED)
NET EARNINGS (LOSS)................................ $ 4,100,928 $ (844,897)
PRO FORMA INCOME TAXES............................. 1,640,371 1,430,302
----------- -----------
PRO FORMA EARNINGS (LOSS).......................... $ 2,460,557 $(2,275,199)
=========== ===========
PRO FORMA BASIC EARNINGS (LOSS) PER SHARE.......... $ 0.35 $ (0.30)
PRO FORMA DILUTED EARNINGS (LOSS) PER SHARE........ $ 0.34 $ (0.27)
=========== ===========
WEIGHTED AVERAGE SHARES:
Basic............................................ 7,000,000 7,573,005
Diluted.......................................... 7,267,084 8,506,093
</TABLE>

The accompanying notes are an integral part of these financial statements.
F-3
<PAGE> 26

VALLEY NATIONAL GASES INCORPORATED

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

FOR THE YEARS ENDED JUNE 30, 1996, 1997 AND 1998

<TABLE>
<CAPTION>
COMMON STOCK TREASURY STOCK TOTAL
---------------------- ------------------------- PAID-IN- RETAINED STOCKHOLDERS'
SHARES AMOUNT SHARES AMOUNT CAPITAL EARNINGS EQUITY
------ ------ ------ ------ ------- -------- ------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE, June 30, 1995.... 18,300,653 $ 18,301 11,300,653 $(3,705,000) $ -- $ 17,482,478 $ 13,795,779
Net income.............. -- -- -- -- -- 4,100,928 4,100,928
Contribution of
capital............... -- -- -- -- 95,914 -- 95,914
Dividends paid.......... -- -- -- -- -- (1,621,529) (1,621,529)
----------- -------- ----------- ----------- ----------- ------------ ------------
BALANCE, June 30, 1996.... 18,300,653 18,301 11,300,653 (3,705,000) 95,914 19,961,877 16,371,092
Net loss................ -- -- -- -- -- (844,897) (844,897)
Issuance of common
stock................. 2,218,000 2,218 -- -- 15,730,059 -- 15,732,277
Issuance of stock
pursuant to
compensation
agreements............ 267,084 267 -- -- 2,136,323 -- 2,136,590
Conversion of debt to
equity................ 135,000 135 -- -- 1,079,865 -- 1,080,000
Reclassification of
redeemable common
stock outside of
shareholders'
equity................ (235,000) (235) -- -- (1,879,765) -- (1,880,000)
Retirement of treasury
stock................. (11,300,653) (11,301) (11,300,653) 3,705,000 -- (3,693,699) --
Dividends paid.......... -- -- -- -- -- (11,365,467) (11,365,467)
----------- -------- ----------- ----------- ----------- ------------ ------------
BALANCE, June 30, 1997.... 9,385,084 9,385 -- -- 17,162,396 4,057,814 21,229,595
Net income.............. -- -- -- -- -- 2,953,005 2,953,005
----------- -------- ----------- ----------- ----------- ------------ ------------
BALANCE, June 30, 1998.... 9,385,084 $ 9,385 $ -- $ -- $17,162,396 $ 7,010,819 $ 24,182,600
=========== ======== =========== =========== =========== ============ ============
</TABLE>

The accompanying notes are an integral part of these financial statements.
F-4
<PAGE> 27

VALLEY NATIONAL GASES INCORPORATED

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED JUNE 30, 1996, 1997 AND 1998

<TABLE>
<CAPTION>
1996 1997 1998
---- ---- ----
<S> <C> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES:
Net earnings (loss)............................. $ 4,100,928 $ (844,897) $ 2,953,005
Adjustments to reconcile net income to net cash
provided by operating activities--
Depreciation............................... 3,437,208 4,324,563 5,530,670
Amortization............................... 1,262,400 2,348,441 3,554,941
Special charges............................ -- 1,879,887 --
Loss (gain) on disposal of assets.......... 5,095 (58,474) 20,977
Change in deferred taxes................... -- 3,665,298 2,667,894
Other long-term assets and liabilities..... (399,740) 888,802 (2,343,445)
Changes in operating assets and
liabilities--
Accounts receivable..................... (527,257) 116,617 824,165
Inventory............................... (151,906) 2,002 (639,639)
Prepaids and other...................... (308,617) (478,841) 460,317
Accounts payable, trade................. 421,667 (1,959,827) 562,416
Accrued compensation and employee
benefits.............................. (462,280) (1,103,723) 148,060
Other current liabilities............... 45,073 187,163 (116,185)
----------- ------------ ------------
Net cash provided by operating
activities......................... 7,422,571 8,967,011 13,623,176
----------- ------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from disposal of assets................ 903,621 108,480 775,709
Purchases of property and equipment............. (3,646,899) (3,993,969) (5,326,294)
Business acquisitions, net of cash acquired..... (6,435,879) (10,168,931) (25,501,498)
Change in restricted cash....................... -- 400,000 --
----------- ------------ ------------
Net cash used by investing
activities......................... (9,179,157) (13,654,420) (30,052,083)
----------- ------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from issuance of common stock...... -- 15,732,277 --
Proceeds from borrowings........................ 6,530,000 27,805,155 23,716,037
Principal payments on loans..................... (2,458,228) (28,361,153) (8,249,909)
Prepayment of promissory note................... -- (1,720,000) --
Dividends paid.................................. (1,621,529) (11,365,467) --
----------- ------------ ------------
Net cash provided by financing
activities......................... 2,450,243 2,090,812 15,466,128
----------- ------------ ------------
NET CHANGE IN CASH AND CASH EQUIVALENTS........... 693,657 (2,596,597) (962,779)
CASH AND CASH EQUIVALENTS, beginning of period.... 3,454,889 4,148,546 1,551,949
----------- ------------ ------------
CASH AND CASH EQUIVALENTS, end of period.......... $ 4,148,546 $ 1,551,949 $ 589,170
=========== ============ ============
</TABLE>

The accompanying notes are an integral part of these financial statements.
F-5
<PAGE> 28

VALLEY NATIONAL GASES INCORPORATED

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 1997 AND 1998

1. ORGANIZATION:

Valley National Gases Incorporated, a Pennsylvania corporation (the
Company), produces, packages and resells industrial gases, specialty gases and
propane; and resells welding hardgoods and equipment. The Company, through its
consolidated subsidiaries has been in operation since 1958 and currently
operates in ten states.

The Company completed its initial public offering on April 10, 1997. Before
the initial public offering, Valley National Gases Incorporated operated as a
subchapter S corporation. In connection with the initial public offering, the
Company terminated its subchapter S status.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

CASH EQUIVALENTS

For purposes of the statements of cash flows, the Company considers all
highly liquid debt instruments purchased with a maturity of three months or less
to be cash equivalents.

The Company invested in certain repurchase agreements during the year ended
June 30, 1997 with an average amount outstanding of $1,746,346 and a maximum
amount outstanding of $3,788,281.

Securities underlying the agreements exceeded the repurchase liability and
consisted primarily of certificates of deposit and U.S. government securities
held on behalf of the Company. These agreements were collectible upon demand by
the Company.

INVENTORY

Inventory is carried at the lower of cost or market using the first-in,
first-out (FIFO) method.

The components of inventory for the year ended June 30 were as follows:

<TABLE>
<CAPTION>
1997 1998
---- ----
<S> <C> <C>
Hardgoods.......................................... $6,043,962 $7,651,443
Gases.............................................. 778,209 1,080,391
---------- ----------
$6,822,171 $8,731,834
========== ==========
</TABLE>

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment are carried at cost. Depreciation is computed
using the straight-line method over the estimated useful lives of the properties
while leasehold improvements are amortized over the shorter of their useful life
or the term of the lease as follows:

<TABLE>
<CAPTION>
YEARS
-----
<S> <C>
Buildings and improvements.................................. 10-25
Cylinders................................................... 12
Equipment other than cylinders.............................. 5-7
Transportation equipment.................................... 3-7
Furniture and fixtures...................................... 3-7
</TABLE>

The cost of maintenance and repairs is charged to operations as incurred.
Major renewals and betterments are capitalized.

F-6
<PAGE> 29

INTANGIBLES

Intangibles consist of noncompetition agreements, goodwill, consulting
agreements and deferred loan origination costs. Costs pursuant to noncompetition
agreements entered into in connection with business acquisitions are amortized
over the terms of the arrangements. Goodwill represents costs in excess of net
assets of businesses acquired and is amortized on a straight-line basis over 15
to 20 years. The Company assesses the recoverability of goodwill by determining
whether it can be recovered through projected undiscounted cash flows.
Consulting agreements are entered into with the owners of various businesses
acquired by the Company and require such owners to be available to perform
services upon the Company's request. Consulting payments are made regardless of
the number of hours of service performed and are payable to the consultant's
successor upon death. Consulting costs are amortized over the term of the
agreement. Deferred loan origination costs are amortized over the term of the
related debt.

INCOME TAXES

Prior to its initial public offering, the Company had elected to be taxed
under the provisions of Subchapter S of the Internal Revenue Code of 1986, as
amended ("S corporation"), for income tax purposes. Accordingly, the financial
statements prior to the closing of the initial public offering do not include a
provision for income taxes because the Company did not incur federal or state
income taxes. Instead, its earnings and losses during these periods were
included in the shareholders personal income tax return and were taxed based on
the shareholders personal tax strategy.

The Company's S corporation status terminated in connection with the
Company's initial public offering, thereby subjecting the Company's income to
federal and state income taxes at the corporate level. Due to temporary
differences in recognition of revenue and expenses, income for financial
reporting purposes has exceeded income for income tax purposes. Accordingly, the
application of the provisions of SFAS No. 109, "Accounting for Income Taxes"
resulted in the recognition of deferred tax liabilities (and a corresponding
one-time charge to expense) of $3.9 million as of the date the S corporation
status was terminated.

EARNINGS PER SHARE

In accordance with the provisions of Statement of Financial Accounting
Standards No. 128, "Earnings Per Share," basic earnings per share is computed by
dividing net income by the number of weighted-average common shares outstanding
during the year. Diluted earnings per share is computed by dividing net income
by the number of weighted-average common and common equivalent shares
outstanding during the year (See Note 8).

REVENUE RECOGNITION

Revenues are recognized for product sales when such goods are received by
the customer. Additionally, revenues from cylinder leases are reported ratably
over the terms of the leases.

DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

The following methods and assumptions were used to estimate fair value of
each class of financial instrument for which it is practicable to estimate that
value:

Cash and Cash Equivalents--The carrying amount approximates fair value
because of the short maturity of those instruments.

Long-Term Debt--The fair value of long-term debt bearing interest at
floating rates is estimated based on the quoted market prices for the
same or similar issues or on the current rates offered to the Company
for debt of the same remaining maturities. The fair value of the term
notes are not practical to estimate due to a lack of a ready market and
certain restrictions associated with these instruments.

F-7
<PAGE> 30

The estimated fair values of the Company's financial instruments as of June
30, 1998 are as follows:

<TABLE>
<CAPTION>
CARRYING FAIR
AMOUNT VALUE
------ -----
<S> <C> <C>
Cash and cash equivalents........................ $ 589,170 $ 589,170
Long-term debt................................... 54,267,583 51,551,000
</TABLE>

The fair values and carrying amounts of the Company's term notes and
revolving note are deemed to be approximately equivalent as they bear interest
at floating rates which are based upon current market rates.

It is not practicable to estimate the fair value of the notes payable of
the Company as no ready market exists for these instruments and comparable
instruments available from outside the Company are not available.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

SUPPLEMENTAL CASH FLOW INFORMATION

<TABLE>
<CAPTION>
FOR THE YEAR ENDED JUNE 30,
--------------------------------------
1996 1997 1998
---- ---- ----
<S> <C> <C> <C>
Cash paid for certain items--
Cash payments for interest.......... $1,503,680 $2,008,482 $3,480,336
Cash payments for income taxes...... -- -- 1,927,755
Noncash financing activities--
Conversion of debt to equity........ -- 1,080,000 --
</TABLE>

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of the Company
and its wholly owned subsidiary. All significant intercompany balances have been
eliminated.

RECLASSIFICATIONS

Certain reclassifications have been made to prior period amounts to conform
to the current period presentation.

3. ACQUISITIONS:

The Company acquires businesses engaged in the distribution of industrial,
medical and specialty gases and related welding supplies and accessories.
Acquisitions have been recorded using the purchase method of accounting and,
accordingly, results of their operations have been included in the Company's
financial statements since the effective dates of the respective acquisitions.

During fiscal 1998, the Company purchased nine businesses. The largest of
these acquisitions and their effective dates included Goss Brothers Welding
Supply, Inc. (September 1997), Buckeye Welder Services, Inc (December 1997) and
Miller's LP Gas, Inc. (May 1998). The aggregate purchase price for all
acquisitions amounted to approximately $25,508,000.

During fiscal 1997, the Company purchased five businesses. The largest of
these acquisitions and their effective dates included Weldco, Inc. (October
1996), Flame Welding, Inc (April 1997) and Toledo Oxygen and Supply Company
(June 1997). The aggregate purchase price for all acquisitions amounted to
approximately $21,499,000.

F-8
<PAGE> 31

During fiscal 1996, the Company purchased four businesses. The largest of
these acquisitions and their effective dates included Quest Welding Supply
(September 1995) and Wootten Industries, Inc. (December 1995). The aggregate
purchase price for all acquisitions amounted to approximately $6,695,000.

In connection with these acquisitions, the total purchase price, fair value
of assets acquired, cash paid and liabilities assumed for the year ended June 30
were as follows:

<TABLE>
<CAPTION>
1996 1997 1998
---- ---- ----
<S> <C> <C> <C>
Cash paid............................... $6,435,879 $10,676,499 $22,779,806
Notes issued to sellers................. 259,417 10,822,187 2,727,800
Notes payable and capital leases
assumed............................... 176,678 405,674 847,530
Other liabilities assumed and
acquisition costs..................... 682,142 6,511,927 6,867,803
---------- ----------- -----------
Total purchase price allocated to assets
acquired.............................. $7,554,116 $28,416,287 $33,222,939
========== =========== ===========
</TABLE>

The following summarized unaudited pro forma results of operations for the
fiscal years ended June 30, 1997 and 1998, illustrate the estimated effects of
the 1997 and 1998 acquisitions, as if the transactions were consummated as of
the beginning of each fiscal year presented. These pro forma results have been
prepared for comparable purposes only and do not purport to be indicative of
what would have occurred had the acquisitions been made as of the beginning of
each fiscal year, or of results which may occur in the future. Pro forma net
income includes an adjustment for income taxes as if the Company had been taxed
as a C Corporation in the applicable periods it was an S Corporation.

<TABLE>
<CAPTION>
YEAR ENDED JUNE 30,
---------------------------
1997 1998
---- ----
<S> <C> <C>
Net sales....................................... $83,672,000 $104,510,000
Net income before income taxes.................. 2,334,000 4,636,000
Pro forma net income............................ (2,567,000) 2,735,000
Pro forma diluted earnings per share............ (0.30) 0.28
</TABLE>

4. MAJOR CUSTOMERS AND CONCENTRATIONS OF CREDIT RISK:

The Company markets its products to a diverse customer base in unrelated
industries and, as such, does not have any significant concentrations of credit
risk. No one customer accounted for greater than 10% of revenues in 1996, 1997
and 1998.

5. INTANGIBLE ASSETS:

Intangible assets were recorded at the date of acquisition at their
allocated cost. Amortization is provided over the estimated useful lives of the
assets as disclosed below:

<TABLE>
<CAPTION>
AMORTIZATION ORIGINAL ACCUMULATED BALANCE AT BALANCE AT
PERIOD COST AMORTIZATION JUNE 30, 1998 JUNE 30, 1997
------ ---- ------------ ------------- -------------
<S> <C> <C> <C> <C> <C>
Noncompetition agreements...... 2-7 years $11,124,294 $3,068,467 $ 8,055,827 $ 4,052,595
Consulting agreements.......... 1-5 years 3,467,385 2,206,413 1,260,972 1,676,517
Goodwill....................... 15-20 years 26,303,475 1,503,539 24,799,936 11,102,159
Professional fees.............. 2-15 years 700,675 110,483 590,192 299,506
----------- ---------- ----------- -----------
$41,595,829 $6,888,902 $34,706,927 $17,130,777
=========== ========== =========== ===========
</TABLE>

F-9
<PAGE> 32

6. LONG-TERM DEBT:

Long-term debt consists of the following as of June 30:

<TABLE>
<CAPTION>
1997 1998
---- ----
<S> <C> <C>
Revolving note, interest at LIBOR plus 1.625% payable
monthly through January 2001. Secured by the assets of
the Company............................................ $ 9,075,154 $26,831,036
Term note, interest at LIBOR plus 1.625% payable monthly
through October 2003. Secured by the assets of the
Company................................................ 11,607,143 13,431,245
Note payable, interest at 6.6% payable annually through
October 2003. Secured by certain assets of the
Company................................................ 4,781,521 4,098,447
Individuals and corporations, mortgages and notes,
interest at 2.978% to 10.00%, payable at various dates
through 2010........................................... 7,456,419 10,087,261
----------- -----------
32,920,237 54,447,989
Original issue discount.................................. (204,786) (180,406)
Current maturities....................................... (3,928,387) (5,611,714)
----------- -----------
Total long-term debt..................................... $28,787,064 $48,655,869
=========== ===========
</TABLE>

Prime rate was 8.50% at June 30, 1997 and 1998, LIBOR rate was 5.625% and
5.656% at June 30, 1997 and 1998, respectively.

The schedule of maturities as amended for the new credit agreements for the
next five years and thereafter is as follows as of June 30, 1998:

<TABLE>
<CAPTION>
FISCAL YEAR ENDING JUNE 30,
---------------------------
<S> <C>
1999................................................... $ 5,611,714
2000................................................... 5,391,072
2001................................................... 31,715,976
2002................................................... 4,876,357
2003................................................... 3,950,826
Thereafter............................................. 2,721,638
-----------
Total....................................................... $54,267,583
===========
</TABLE>

F-10
<PAGE> 33

7. PENSION PLANS:

The Company sponsors a defined contribution pension plan for employees. All
employees are eligible to participate in the Company-sponsored plan after
meeting the age and service requirements. Contributions to the plan are based on
a percentage of employees' compensation. Pension expense for this plan was
$413,077, $467,028 and $532,345 respectively, in fiscal year 1996, 1997 and
1998.

The Company also maintains a profit sharing plan for its employees. Profit
sharing payments are based on a discretionary amount determined annually by the
Board of Directors and are paid as additional contributions to the pension plan.
In 1996, 1997 and 1998, the amount of additional contributions to be distributed
to the employees' pension plan amounted to $91,961, $111,155 and $49,180,
respectively.

Certain management employees were covered by unfunded deferred compensation
agreements. These deferred compensation agreements were terminated in connection
with the initial public offering. Additionally, certain management employees are
also provided supplemental retirement benefits. The cost of these contracts is
being accrued over the period of active employment of the covered employees. The
costs of the deferred compensation and supplemental retirement benefits plans
charged to expense were $78,203, $33,143 and $34,929, respectively, in fiscal
year 1996, 1997 and 1998.

8. EARNINGS PER SHARE:

Basic earnings per share were computed based on the weighted average number
of common shares issued and outstanding during the relevant periods. Diluted
earnings per common share were computed based on the weighted average number of
common shares issued and outstanding plus additional shares assumed to be
outstanding to reflect the dilutive effect of common stock equivalents using the
treasury stock method.

<TABLE>
<CAPTION>
YEAR ENDED JUNE 30,
---------------------------------------
1996 1997 1998
---- ---- ----
<S> <C> <C> <C>
Net earnings (loss) for per common share
computation (1996 and 1997 pro forma--see
Note 15).................................... $2,460,557 ($2,275,199) $2,953,005
========== =========== ==========
Basic earnings (loss) per common share:
Weighted average common shares................ 7,000,000 7,573,005 9,620,084
========== =========== ==========
Basic earnings (loss) per common share........ $0.35 ($0.30) $0.31
========== =========== ==========
Diluted earnings (loss) per common share:
Weighted average common shares................ 7,000,000 7,573,005 9,620,084
Shares issuable from assumed conversion of
common stock equivalents.................... 267,084 2,681 47,004
Shares assumed outstanding to support S
distribution................................ -- 930,407 --
---------- ----------- ----------
Weighted average common and common equivalent
shares...................................... 7,267,084 8,506,093 9,667,088
========== =========== ==========
Diluted earnings (loss) per common share...... $0.34 ($0.27) $0.31
========== =========== ==========
</TABLE>

9. LEASE OBLIGATIONS:

The Company leases real estate at several locations for use as branch
stores and warehouses. Certain equipment is also leased. All of the leases,
which are with related and unrelated parties, are classified as operating
leases. The lease terms expire at various dates through the year 2008, with
options to renew for periods of three to five years. Lease expenses charged to
operations were $1,541,898, $2,140,442 and $3,077,938, respectively, in fiscal
year 1996, 1997 and 1998.

F-11
<PAGE> 34

Minimum future rental payments under noncancelable operating leases for
each of the next five years are as follows:

<TABLE>
<CAPTION>
FISCAL YEAR ENDING JUNE 30, REAL ESTATE EQUIPMENT TOTAL
--------------------------- ----------- --------- -----
<S> <C> <C> <C>
1999.............................. $ 2,596,473 $126,480 $2,722,953
2000.............................. 2,556,505 109,987 2,666,492
2001.............................. 2,512,328 61,003 2,573,331
2002.............................. 2,499,908 50,700 2,550,608
2003.............................. 2,447,703 49,800 2,497,503
----------- -------- ----------
Totals............................ $12,612,917 $397,970 13,010,887
=========== ======== ==========
</TABLE>

10. RELATED PARTY TRANSACTIONS:

The Company leases buildings and equipment, rents cylinders and has sales
and purchase transactions with related parties, including the sole shareholder
prior to the initial public offering and corporations owned by such sole
shareholder and officers of the Company. These transactions and balances for the
year ended June 30 are summarized as follows:

<TABLE>
<CAPTION>
1996 1997 1998
---- ---- ----
<S> <C> <C> <C>
Transactions--
Lease of buildings and equipment...... $932,624 $1,623,390 $2,111,633
Rental of aircraft.................... 18,800 87,100 98,402
Purchases of acetylene and services..... 159,915 104,616 --
Sales of material and services.......... 379 193 1,821
Balances--
Notes payable......................... -- 4,781,521 4,098,447
</TABLE>

During fiscal year 1996, the Company realized a gain of $95,914 on the sale
of various operating properties to a related party for a total sale price of
$850,000. This gain was reflected as additional paid-in-capital in the
accompanying financial statements.

The Company has entered into a master lease agreement for virtually all of
its operating properties, including those sold in 1996, with this related party.
The terms of this master lease agreement are ten years with annual minimum lease
payments of $2,084,114 with renewal options and have been accounted for as
operating leases in the accompanying financial statements.

The Company entered into a consulting agreement (the "Consulting
Agreement") with William A. Indelicato, a director of the Company, whereby Mr.
Indelicato provided consulting services concerning all aspects of the Company's
acquisition program. In return for his services, the Company accrued "credits"
for Mr. Indelicato in amounts based upon hours worked and hourly rates that vary
depending upon criteria related to each particular acquisition. Mr. Indelicato
could redeem accrued credits for cash at any time within seven years from the
date of accrual. The amount of the accrued, unredeemed credits was adjusted
proportionately following the end of each fiscal year based upon the increase
(but not any decrease) in the Company's net worth since the end of the last
fiscal year. In addition, Mr. Indelicato had the right, in connection with a
public offering of the Common Stock, to exchange all or a portion of his accrued
credits (excluding credits accrued for annual adjustments) for shares of Common
Stock based on the book value per share of Common Stock as of the end of the
fiscal year for which the credits were accrued, in which case the accrued
credits for annual adjustments are cancelled. Mr. Indelicato exercised this
option in connection with the initial public offering and exchanged accrued
credits for 96,366 shares of Common Stock.

Pursuant to the Consulting Agreement, the Company also retained ADE
Vantage, Inc. ("ADE"), a consulting company wholly-owned by Mr. Indelicato, to
support Mr. Indelicato in providing consulting services. The Company paid Mr.
Indelicato a monthly retainer fee of $1,000 and reimburses his out-of-pocket
expenses related to the performance of services. Payments to Mr. Indelicato and
ADE for fiscal year 1997 totaled $183,986. The Consulting Agreement was
terminated effective June 30, 1997 and was replaced by a new

F-12
<PAGE> 35

consulting agreement which pays a monthly retainer fee of $4,000, reimburses for
out-of-pocket expenses, retains ADE for related acquisition services and
provides a variable payment for each acquisition completed based on the purchase
price and the annual sales of the acquired business. Payments to Mr. Indelicato
and ADE during fiscal year 1998 totaled $339,346. This agreement has a one year
term and can be renewed upon the agreement of both parties.

As of June 30, 1997 and 1998, the Company has a note payable to a former
owner of an acquired company who currently serves as a member of the board of
directors of the Company.

11. STOCK OPTIONS:

The Company adopted a stock option plan during fiscal year 1997 (the 1997
Plan). A total of 650,000 shares are authorized and have been reserved for
issuance under the 1997 Plan. These options are incentive stock options within
the meaning of Section 422 of the Internal Revenue Code of 1986, as amended. The
1997 Plan is administered by the Nominating and Compensation Committee of the
Board of Directors who determines, among other things, those individuals who
shall receive options, the time period during which the options may be
exercised, the number of shares of common stock that may be purchased under each
option, and the option price.

The following summarizes the activity under the 1997 Plan:

<TABLE>
<CAPTION>
WEIGHTED AVERAGE NUMBER OF
EXERCISE PRICE SHARES OUTSTANDING
-------------- ------------------
<S> <C> <C>
Outstanding, June 30, 1996......................... $ -- --
Granted.......................................... 8.00 175,000
Vested........................................... -- --
Exercised........................................ -- --
Expired or terminated............................ -- --
------- --------
Outstanding, June 30, 1997......................... 8.00 175,000
------- --------
Exercisable, June 30, 1997......................... -- --
------- --------
Granted.......................................... 10.375 2,500
Vested........................................... -- --
Exercised........................................ -- --
Expired or terminated............................ 8.00 500
------- --------
Outstanding, June 30, 1998......................... $ 8.03 177,000
------- --------
Exercisable, June 30, 1998......................... -- --
------- --------
</TABLE>

The Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 123, "Accounting for Stock-Based Compensation" (SFAS
No. 123) in October 1995. This statement establishes a fair value based method
of financial accounting and related reporting standards for stock-based employee
compensation plans. SFAS No. 123 became effective for fiscal year 1997 and
provides for adoption in the income statement or through footnote disclosure
only. The Company has continued to account for the 1997 Plan under APB No. 25,
"Accounting for Stock Issued to Employees," as permitted by SFAS No. 123.

Had compensation cost of the 1997 Plan been determined based on the fair
value at the grant dates for awards consistent with the method of SFAS No. 123,
the Company's net income and earnings per share would have been the pro forma
amounts indicated below:

<TABLE>
<CAPTION>
1997 1998
---- ----
<S> <C> <C>
Net income (loss)
As reported....................................... $(2,275,199) $2,953,005
Pro forma......................................... (2,327,627) 2,714,048
Earnings (loss) per share assuming dilution
As reported....................................... $ (0.27) $ 0.31
Pro forma......................................... (0.27) 0.28
</TABLE>

F-13
<PAGE> 36

The fair value of each option grant was estimated on the date of grant
using an option pricing model with the following assumptions:

<TABLE>
<CAPTION>
1997 1998
---- ----
<S> <C> <C>
Risk-Free Interest Rate................................. 6.85% 6.00%
Expected Lives.......................................... 7 years 7 years
Expected Dividend Yield................................. 0.00% 0.00%
Expected Volatility..................................... 34.00% 31.00%
</TABLE>

12. INCOME TAXES:

The Company's S corporation status terminated in connection with the
initial public offering, thereby subjecting the Company's income to federal and
state income taxes at the corporate level. The Company accounts for income taxes
in accordance with the provisions of SFAS No. 109. Although there can be no
assurance that the Company will generate any earnings or specific level of
continuing earnings in future periods, management believes that it is more
likely than not that the net deductible differences will reverse during periods
when the Company generates sufficient net taxable income.

Prior to the initial public offering, the Company elected Subchapter S
corporation status for income tax purposes. Accordingly, the income of the
Company was reported on the individual income tax return of its shareholder. The
financial statements, therefore, do not include a provision for income taxes
prior to the initial public offering.

The reconciliation of income taxes computed using the statutory U.S. income
tax rate and the provision for income taxes follows:

<TABLE>
<CAPTION>
1997
--------------------
AMOUNT RATE
------ ----
<S> <C> <C>
Loss for the period as a C corporation................. $ (586,755) (100.0)%
========== ======
Benefit at federal statutory rate...................... $ (199,497) (34.0)%
State income benefit, net of federal tax benefit....... (35,205) (6.0)%
---------- ------
(234,702) (40.0)%
======
Provision for change in tax status to C corporation.... 3,900,000
----------
Provision for income taxes............................. $3,665,298
==========
</TABLE>

<TABLE>
<CAPTION>
1998
--------------------
AMOUNT RATE
------ ----
<S> <C> <C>
Federal statutory rate................................. $1,701,732 34.0%
State taxes, net of federal benefit.................... 300,306 6.0%
Nondeductible goodwill................................. 86,907 1.8%
Other.................................................. (36,357) (0.8)%
---------- ------
Provision for income taxes............................. $2,052,088 41.0%
========== ======
</TABLE>

F-14
<PAGE> 37

The provision for income taxes as shown in the accompanying statement of
operations, including the following components for the year ended June 30.

<TABLE>
<CAPTION>
1997 1998
---- ----
<S> <C> <C>
Current provision--
Federal.......................................... $ -- $ 896,295
State............................................ -- 73,904
---------- ----------
Total current provision............................ $ -- $ 970,199
========== ==========
Deferred (benefit) provision
Federal (benefit) provision...................... (199,497) 919,606
State (benefit) provision........................ (35,205) 162,283
---------- ----------
Total deferred (benefit) provision................. (234,702) 1,081,889
Provision for change in tax status to C
corporation...................................... 3,900,000 --
---------- ----------
Provision for income taxes......................... $3,665,298 $2,052,088
========== ==========
</TABLE>

The components of the deferred tax assets and liabilities recorded in the
accompanying balance sheets at June 30, 1997 and 1998, were as follows:

<TABLE>
<CAPTION>
1997 1998
---- ----
<S> <C> <C>
Deferred tax assets............................... $ 1,339,835 $ 1,499,921
Deferred tax liabilities.......................... (5,005,133) (7,433,112)
----------- -----------
Net deferred tax liability........................ $(3,665,298) $(5,933,192)
=========== ===========
Consisting of--
Basis difference of property.................... $(4,543,174) $(6,829,178)
Basis difference of inventory................... 114,044 138,645
Financial reserves not currently deductible for
tax purposes................................. (52,907) (110,290)
Amortization of intangibles..................... 381,187 630,476
Unearned revenue................................ 200,850 237,155
Net operating loss carryforward................. 234,702 --
----------- -----------
$(3,665,298) $(5,933,192)
=========== ===========
</TABLE>

13. CONTINGENCIES AND COMMITMENTS

F-15
<PAGE> 38

however, management is of the opinion that there are no known claims or known
contingent claims that are likely to have a material adverse effect on the
results of operations or financial condition of the Company.

14. INITIAL PUBLIC OFFERING AND REORGANIZATION:

In connection with the initial public offering by the Company, the
following transactions occurred:

a. Initial Public Offering and Reorganization

1. The Company had elected S corporation status for income tax
purposes. As a result, the Company's net income was attributed for
income tax purposes directly to the Company's shareholder. The Company's
S corporation status terminated in connection with the initial public
offering.

In connection with the initial public offering, the Company's Board
of Directors declared an S corporation dividend to the former S
corporation shareholder in an aggregate amount representing all
undistributed earnings of the Company taxed or taxable to the
shareholder through the initial public offering date. The S corporation
dividend totaled approximately $11.4 million.

2. The Company reorganized, whereby Valley National Gases, Inc., a
West Virginia corporation, became an indirect wholly owned subsidiary of
Valley National Gases Incorporated, a Pennsylvania corporation by
exchange of stock. Valley National Gases Incorporated authorized common
stock of 30,000,000 shares, par value $.001 and authorized preferred
stock of 5,000,000 shares, par value $.01.

3. The Company issued 267,084 shares of common stock as part of
compensation agreements with certain executive officers and directors.
In connection with these compensation arrangements, the Company incurred
an expense of approximately $1.9 million which is included as special
charges in the accompanying statement of operations for the year ended
June 30, 1997.

4. The cancellation of treasury stock of Valley National Gases,
Inc.

b. Weldco Purchase Agreement

On October 10, 1996, the Company purchased substantially all of the
assets of Weldco Inc. (Weldco) pursuant to a Purchase and Sale Agreement
(the Weldco Purchase Agreement) for approximately $11.1 million.
Approximately $7.9 million of the purchase price was paid by promissory
notes from the Company. Under the Weldco Purchase Agreement, Weldco
shareholders had the right, in the event of an initial public offering of
the Company's common stock, to convert a portion of the Company's
promissory notes to shares of the Company's common stock at the initial
public offering price. Under this provision, Weldco shareholders had the
right to receive 350,000 shares of the common stock in exchange for the
cancellation of indebtedness in the amount of $2,800,000. The Company and
Weldco shareholders agreed that rather than issuing 350,000 shares, the
Company would prepay $1,720,000 under the Company's promissory notes and
issue 135,000 shares of common stock to Weldco shareholders immediately
prior to the closing of the Offering. In addition, certain Weldco
shareholders purchased 100,000 shares of common stock in the Offering. The
Weldco Purchase Agreement further grants Weldco shareholders the right to
cause the Company to purchase shares of common stock issued to Weldco
shareholders pursuant to the conversion of indebtedness for a period of
three years following the closing of the Offering at the initial public
offering price plus interest from the date of issuance at the rate of 6.6%
per annum.

The 235,000 shares subject to the above mentioned provisions of the
Weldco Purchase Agreement have been classified as redeemable common stock
in the accompanying balance sheet as of June 30, 1997. The Company's
payment obligation is secured by a letter of credit.

c. Right of First Refusal

F-16
<PAGE> 39

In September 1991, in connection with the purchase by the Company of
certain assets of Praxair, Inc. (Praxair), the Company, the former
shareholder and certain of his affiliates entered into a Right of First
Refusal Agreement with Praxair. In March 1997, the parties to such
agreement entered into an Amended and Restated Right of First Refusal
Agreement (the Right of First Refusal Agreement) in connection with the
Company's reorganization. Pursuant to this agreement, if at any time during
the term of the agreement the Company wishes to accept a third party offer
to purchase all or a material part of the assets of the Company, or the
former shareholder and his affiliates wish to accept an offer to purchase
shares of capital stock of the Company (the Capital Stock) owned by them in
a transaction that would result in the former shareholder and his
affiliates collectively owning less than 51% of the Company's issued and
outstanding shares of Capital Stock on a fully diluted basis or owning less
than 51% of the combined voting power of all outstanding voting securities
of the Company, Praxair will have a right of first refusal to match the
offer. In addition, in the absence of a third party offer, if (a) the
former shareholder and his affiliates wish to sell shares of Common Stock
which would result in their owning collectively less than 51% or more of
the Company's issued and outstanding shares of Common Stock, (b) the
Company wishes to sell all or a material part of its assets, or (c) the
Company wishes to issue additional shares or options or securities
exercisable or convertible into shares of Common Stock, pursuant to
employee stock options, a public offering, private placement, merger, share
exchange or otherwise, which in the aggregate on a fully diluted basis
would result in the former shareholder and his affiliates collectively
owning less than 51% of all the issued outstanding shares of Common Stock,
then Praxair will have the right to purchase from the former shareholder
and his affiliates up to all of the issued and outstanding shares of Common
Stock held by them (but not less than 51% of all of the issued and
outstanding shares of the Company's Common Stock on a fully diluted basis)
at the then prevailing market price. If Praxair does purchase shares of
Capital Stock from the former shareholder and his affiliates as described
in this paragraph, then the former shareholder and his affiliates will be
bound by certain non-compete provisions, as described in the Right of First
Refusal Agreement, for a period of three years from such purchase.

15. PRO FORMA INFORMATION (UNAUDITED):

The pro forma adjustments for income taxes included in the accompanying
income statements are based upon the statutory rates in effect for C
Corporations during the periods presented. Pro forma basic and diluted earnings
(loss) per share were calculated by dividing pro forma net income (loss) by the
weighted average shares and weighted average and equivalent shares outstanding
for each period, respectively. The weighted average and equivalent number of
shares outstanding used to calculate the pro forma diluted earnings (loss) per
share is based on the historical weighted average number of shares outstanding
using the offering price of $8 per share as adjusted to reflect (i) the issuance
of shares to fund the excess of dividends (including the estimated S Corporation
Distribution) over net income for the period in fiscal 1997 prior to initial
public offering, (ii) the issuance of 170,718 shares of common stock to two
executive officers in connection with the termination of certain deferred
compensation agreements, and (iii) the issuance of 96,366 shares of common stock
to a director, pursuant to a right under a consulting agreement to convert
deferred consulting payments to common stock.

16. SUBSEQUENT EVENTS:

F-17
<PAGE> 40

same notional amount. The Company is exposed to credit loss in the event of
nonperformance by the bank. However, the Company does not anticipate
nonperformance by the bank.

17. QUARTERLY FINANCIAL INFORMATION (UNAUDITED):

<TABLE>
<CAPTION>
QUARTER ENDED
-------------------------------------------------------
SEPTEMBER 30 DECEMBER 31 MARCH 31 JUNE 30
------------ ----------- -------- -------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Fiscal 1998--
Net sales.............................. $ 20,621 $ 23,890 $ 25,795 $ 24,724
Gross profit........................... 11,147 12,901 13,977 12,592
Net earnings........................... 824 1,019 1,035 75
Basic earnings per share............... 0.09 0.11 0.11 0.01
Diluted earnings per share............. 0.09 0.11 0.11 0.01
Fiscal 1997--
Net sales.............................. 14,514 19,263 20,272 19,856
Gross profit........................... 8,183 10,090 10,850 10,431
Pro forma net earnings (loss).......... 437 721 904 (4,337)
Pro forma basic earnings (loss) per
share............................... 0.06 0.10 0.13 (0.47)
Pro forma diluted earnings (loss) per
share............................... 0.06 0.10 0.12 (0.46)
</TABLE>

F-18
<PAGE> 41

VALLEY NATIONAL GASES INCORPORATED

OPERATING BRANCHES

<TABLE>
<CAPTION>
CITY STATE
---- -----
<S> <C>
Dover.................................................... Delaware
Ashland.................................................. Kentucky
Prestonsburg............................................. Kentucky
Grasonville.............................................. Maryland
Salisbury................................................ Maryland
Leland................................................... North Carolina
Thorofare................................................ New Jersey
Cambridge................................................ Ohio
Cincinnati............................................... Ohio
Columbus................................................. Ohio
Dayton................................................... Ohio
Girard................................................... Ohio
Hamilton................................................. Ohio
Lima..................................................... Ohio
Marietta................................................. Ohio
Sharonville.............................................. Ohio
Steubenville............................................. Ohio
Plain City............................................... Ohio
Toledo................................................... Ohio
Zanesville............................................... Ohio
Altoona.................................................. Pennsylvania
Brookville............................................... Pennsylvania
Chambersburg............................................. Pennsylvania
Charleroi................................................ Pennsylvania
Clarion.................................................. Pennsylvania
Clearfield............................................... Pennsylvania
Conshohocken............................................. Pennsylvania
Cranberry................................................ Pennsylvania
Croydon.................................................. Pennsylvania
Dubois................................................... Pennsylvania
Falls Creek.............................................. Pennsylvania
Greensburg............................................... Pennsylvania
Indiana.................................................. Pennsylvania
Johnstown................................................ Pennsylvania
New Castle............................................... Pennsylvania
Philipsburg.............................................. Pennsylvania
Pittsburgh............................................... Pennsylvania
Punxsutawney............................................. Pennsylvania
St. Marys................................................ Pennsylvania
Uniontown................................................ Pennsylvania
Washington............................................... Pennsylvania
West Mifflin............................................. Pennsylvania
Johnson City............................................. Tennessee
Bluefield................................................ Virginia
Beckley.................................................. West Virginia
Charleston............................................... West Virginia
Fairmont................................................. West Virginia
Friendly................................................. West Virginia
Huntington............................................... West Virginia
Parkersburg.............................................. West Virginia
Wheeling................................................. West Virginia
Wilkenson................................................ West Virginia
</TABLE>

Specific information on location of branches and their telephone numbers
is available at the Company's website WWW.VNGAS.COM.
<PAGE> 42

INDEX TO EXHIBITS

<TABLE>
<S> <C>
3.1 Articles of Amendment.*
3.2 Bylaws.*
4.1 Form of Certificate for Common Stock.*
10.1 Amended and Restated Credit Agreement dated January 23, 1998 between
the Company and Bank One, Indiana NA, as agent.**
10.2 Master Lease Agreement dated as of November 1, 1996 between the Company and West
Rentals, Inc.*
10.3 Amended and Restated Right of First Refusal Agreement dated March 12, 1997 among the
Company, Valley National Gases Delaware, Inc., Valley National Gases, Inc., West
Rentals, Inc., Gary E. West, Phyllis J. West, The Gary E. West Grantor Retained
Annuity Trust #1, The Gary E. West Grantor Retained Annuity Trust #2, The Gary E.
West Grantor Retained Annuity Trust #3, The Gary E. West Grantor Retained Annuity
Trust #4, The Gary E. West Grantor Retained Annuity Trust #5, The Gary E. West
Grantor Retained Annuity Trust #6 and Praxair, Inc.*
10.4 Deferred Compensation Agreement dated April 3, 1995 by and between the Company and
Lawrence E. Bandi.*+
10.5 Deferred Compensation Agreement dated April 3, 1995 by and between the Company and
John R. Bushwack.*+
10.6 Agreement dated October 5, 1992 between the Company and Lawrence E. Bandi providing
for death, disability and retirement benefits.*+
10.7 Agreement dated October 5, 1992 between the Company and John R. Bushwack providing
for death, disability and retirement benefits.*+
10.8 Agreement dated March 16, 1994 between the Company and William A. Indelicato
providing for certain consulting payments.*+
10.9 Purchase and Sale Agreement made as of September 27, 1996 by and between Weldco,
Inc., R.H. Kraemer, R. Bruce Kraemer, William Bott, Linda Bott, Krabo Limited, Ltd.,
the Company and West Rentals, Inc.*
10.10 Lease Agreement dated as of November 1, 1995 between the Company and Acetylene
Products, Inc.*
10.11 1997 Stock Option Plan.*
10.12 Real Estate Sale Agreement dated April 24, 1996 between the Company and West
Rentals, Inc.*
10.13 Trailer Lease Agreement dated November 20, 1995 between the Company and West
Rentals, Inc.*
10.14 Trailer Lease Agreement dated September 8, 1992 between the Company and West
Rentals, Inc.*
10.15 Trailer Lease Agreement dated May 29, 1996 between the Company and West Rentals,
Inc.*
10.16 Agreement dated July 1, 1998 between the Company and William A. Indelicato providing
for certain consulting payments.+
21.1 Subsidiaries of Registrant.*
27.1 Financial Data Schedule for the year ended June 30, 1998.
</TABLE>

- ---------

* Incorporated by reference to the same numbered exhibit to the Company's
Registration Statement on Form S-1, Reg. No. 333-19973.

** Incorporated by reference to the same numbered exhibit on the Company's
Quarterly Report on form 10-Q filed February 13, 1998.

+ A management or compensatory plan or arrangement required to be filed as an
exhibit pursuant to Item 14(c) of Form 10-K.

E-1
<PAGE> 43

SCHEDULE II

VALLEY NATIONAL GASES, INC.

VALUATION AND QUALIFYING ACCOUNTS

<TABLE>
<CAPTION>
Balance at Charged to Balance at
beginning costs and end of
Period Ending Description of period expenses Deductions period
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
June 30, 1996 Allowance for uncollectible accounts $140,000 $210,246 $(210,246) $140,000
June 30, 1997 Allowance for uncollectible accounts $140,000 $426,507 $(365,757) $200,750
June 30, 1998 Allowance for uncollectible accounts $140,000 $516,591 $(311,591) $345,000
</TABLE>

S-1

<PAGE> 1
Exhibit 10.16
AGREEMENT

This Agreement, made as of the 1st day of July, 1998 between Valley
National Gases, Inc., a Corporation, ("VALLEY") and William A. Indelicato
("INDELICATO").

WHEREAS, Indelicato, individually and by and through his consulting
corporation ADE Vantage, Inc. ("CORPORATION") have an arrangement with Valley
National Gases, Inc., which expires June 30, 1998, for the expansion of Valley's
industrial gas and welding supply business, through acquisition and expansion of
industrial gas and welding supply distributors ("ACQUISITION PROGRAM"); and,

WHEREAS, Valley and Indelicato desire to enter into this Agreement
setting forth Indelicato's continuing relationship with Valley in the execution
of the Acquisition Program including compensation therefore.

WITNESSETH in consideration the mutual promises hereinafter contained
Valley and Indelicato agree as follows:

1. Duties. Indelicato will identify, investigate and develop industrial gas and
welding supply business distributors as prospective acquisition candidates.
Indelicato together with Valley will qualify all potential distributors for
acquisition and jointly target distributors for acquisition solicitation
("TARGET DISTRIBUTORS"). Indelicato will assist Valley in the solicitation,
preparation of offering memoranda, contract negotiation, due diligence and/or
any other matters necessary to assist Valley to consummate Target Distributor
acquisitions in accordance with the Acquisition Program.

2. Term. The term of this Agreement shall be one (1) year from the execution and
delivery of this Agreement.

1
<PAGE> 2

3. Independent Contractor Status. It is understood that Indelicato is an
independent contractor, representing Valley pursuant to this Agreement, and he
shall not otherwise hold himself out to the public as employee, or partner of
Valley. As such Indelicato is responsible, where necessary, to secure at his
sole cost, worker's compensation, insurance, disability, benefits and any other
insurance as may be requires by law. Valley will not provide, nor will it be
responsible to pay for benefits for Indelicato. Any benefits, if provided by
Indelicato for himself and/or his staff, including by not limited to, health
insurance, paid vacation, paid holidays, sick leave or disability insurance
coverage of whatever nature, shall be secured and paid for by Indelicato.

4. Tax Duties and Responsibilities. Indelicato is responsible for the payment of
all required payroll taxes, whether federal, state or local in nature,
including, but not limited to, income taxes, social security taxes, federal
unemployment compensation taxes, and any other fees, charges, licenses or other
payments required by law.

5. Employee's of Independent Contractor. Indelicato may employ as many employees
as he requires, such matter resting entirely with his own discretion. Valley
need not be advised to the employment of such individuals. Such persons are
employed of Indelicato, and he shall be deemed employer of such persons. As
such, Indelicato shall be responsible for compensation as well as all necessary
insurance and payroll deductions for such persons, including but not limited to,
federal, state and local income taxes, social security taxes, unemployment
compensation taxes, workers compensation coverage, etc.

6. ADE Vantage, Inc. Indelicato may at his sole cost and expense (except for
reimbursement support service costs as provided in Paragraph 11 hereinafter), in
his

2
<PAGE> 3
execution of the Acquisition Program engage Corporation, ADE Vantage, Inc., his
consulting firm, as his agent and contractor to provide support services and any
other services executed pursuant to the Acquisition Program or otherwise
required of Indelicato hereunder. At all times, Corporation shall solely be the
contractual agent of Indelicato and not Valley.

7. Indemnification. Indelicato shall not be liable for the acts, negligence or
defaults of any employee, agent or representative of Valley, nor shall he be
liable for anything done or not done in good faith, including errors of
judgment, acts done or committed on the advise of counsel, or mistakes of fact
or law. Indelicato shall, without prejudice to any other rights which he may
have, be indemnified by Valley against all liability and expense reasonably
incurred by him in connection with any claim, action, suit or proceeding of
whatever nature in which he may be involved as a party or otherwise by reason of
having entered into this Agreement and the execution of the duties assumed
hereunder relative to his execution of the Acquisition Program. Indemnification
hereunder, shall not, however, extend to any liability, loss, damage claim or
expense to the extent occasioned by or arising out of Indelicato's default
hereunder or any willful misconduct or grossly negligent act by Indelicato, his
agents and employees in his capacity as an Independent Contractor in the
execution of his duties hereunder. Further, Valley agrees that ADE Vantage, Inc.
shall not be liable and shall be held harmless for any damage or injury caused
by its negligent mistakes, errors and omissions in and about providing financial
services under this Agreement.

8. Business of Independent Contractor. During the term of this Agreement,
Indelicato may engage in any other business which does not conflict with his
duties

3
<PAGE> 4

hereunder, conflict with Valley's business, or otherwise impair the successful
execution and implementation of the Acquisition Program. Notwithstanding, Valley
and Indelicato agree that approximately sixty seven percent (67%) of
Indelicato's time will be spent on the Acquisition Program.

9. Supervision. Indelicato shall not be subject to the provisions of any
personnel handbook or the rules and regulations of applicable employees to
Valley since Indelicato shall fulfill his responsibilities independent of any
without supervision or control by Valley.

10. Compensation. Indelicato's compensation hereunder shall be set forth as
follows:

a. Indelicato will be paid a management service fee of $4,100 per month
by cash payment to be paid, (1) for the first six months $1,500 per
month and a lump sum payment of $15,600 paid between January 1, 1999
and January 7, 1999 and (2) for the last six months $4,100 per month.
If however, Indelicato's time in any single calendar month exceeds 75%,
then the $4,100 per month management service fee will be prorated
upward based upon the actual time spent on behalf of Valley but in no
case exceed $6,000 per month. Also, if Indelicato's time in any single
calendar month is less than 60%, then the $4,100 per month management
service fee will be prorated downward based upon the actual time spent
on behalf of Valley, but in no case will be less than $3,500 per month.
Adjustments to the monthly management service fee will be made
quarterly in arrears and invoiced or credit to Valley.

b. For each acquisition which closes during the term of this Agreement,
* with the exception of Redball, Valley will provide Indelicato with a
bonus payment

4
<PAGE> 5

based upon the following calculation:
Payment = 80(3000(S) + 5100)/V
Where P = Payment in Dollars for each closed transaction
S = Size of transaction (annual sales) in $ millions
V = Percent of Strategic Value, where if V is between values
of 75 and 85 then for the purpose of this calculation V
will be set at 80. If V is at a value above or below the
range of 75 to 85, then the actual value of V will be
used.

Strategic Value will be determined by the method consistent with
past practices used by Indelicato and the Company as presented to
Valley. The methodology involves ten year financial projections and
a terminal value using agreed upon assumptions and cost savings
recognized by Valley management as being achievable over a
reasonable period of time. Calculations will be on a debt free
basis and will be adjusted for assets held outside by related
parties and will be further adjusted for all non recurring costs or
income items which would not exist under Valley ownership.

Strategic Value will be based upon information available
immediately after completion of due diligence as documented by
letter to L.E. Bandi, President, which is also used to communicate
transaction specific information to Bank One (the "Letter").

Percent of Strategic Value is determined as follows:
(Actual Payment/Strategic Value) 100

5
<PAGE> 6

The Actual Payment made for the business is on a net present value
basis including all interest bearing debt, as historically documented
in the Letter.

Valley and Indelicato will negotiate in good faith to arrive at a
mutually acceptable bonus compensation for Redball, based upon previous
payments to Indelicato and the value of the acquisition to Valley
shareholders if an acquisition of, or joint venture with, Redball
finally materializes.

* If a letter of intent has been executed prior to the expiration of
this Agreement, and the transaction ultimately closes, the transaction
will be treated as if it had closed prior to the expiration of this
agreement and a bonus payment will be paid to Indelicato after closing
and after the appropriate documentation has been provided by Indelicato
to Valley.

c. Valley shall reimburse Indelicato by cash payment for all out of
pocket expenses reasonably incurred by him, while rendering services in
support of the Acquisition Program, excluding office rent but including
cellular phone monthly charges and charges for phone service which is
exclusively for Valley's benefit.

11. Reimbursable Support Service.

a. Financial. Indelicato shall be entitled for financial support
services for financial projections, evaluations as well as other
necessary and required analyses prepared for Indelicato by Corporation
or by independent professional agents obtained for this specific
purpose, at the rate of seventy seven ($79.00) per hour as such support
service costs are incurred during the term of this Agreement. Valley
and Indelicato agree that they intend to use ADE Vantage, Inc. for
financial services.

6
<PAGE> 7

b. Approval of Valley. All such financial support services shall be
incurred on a case by case basis, only upon the notice to and agreement
of Valley as to the proposed nature and extent thereof.

12. Assignment. Indelicato shall not sell, assign or transfer this Agreement,
however, he shall have the limited right to assign the Agreement to the
Corporation.

13. Governing Law. This Agreement shall be subject to and governed by the laws
of the State of West Virginia.

14. Renewal. This Agreement may be renewed for one year periods upon written
acknowledgment by both parties 30 days prior to expiration.

15. Termination of Agreement. This Agreement may be terminated at will by either
party, at any time, by at least ninety (90) days prior notice to the other party
as provided hereinunder in Paragraph "15. Notices." In the event Indelicato
dies, then in such event his estate would be entitled to all payments due under
this Agreement for acquisitions not yet closed, and the same if Valley
terminated the Agreement other than for just cause. Termination of this
Agreement will in no event cause forfeiture of Indelicato's right to payment
hereunder, which shall survive any and all such termination.

16. Notices. All notices required to be given hereunder shall be in writing and
shall be sent by certified mail, postage prepaid, to Valley and/or to Indelicato
at the addresses indicated below, unless written notice of change of address is
provided to other party as the address indicated.

To Valley: Valley National Gases, Inc., 67-43rd Street, Wheeling, WV
26003; Attention: Lawrence E. Bandi

7
<PAGE> 8

To Indelicato: William A. Indelicato, 72 Park Street, Suite 105, New
Canaan, Connecticut 06840

17. Waiver. The waiver by either party of a breach of any provision in the
Agreement shall not operate or be construed to operate as a waiver of any
subsequent breach.

18. Modification. No change, modification or waiver of any term of this
Agreement shall be valid unless it is in writing and signed by both parties.

19. Entire Agreement. This Agreement constitutes the entire Agreement between
the parties and supersedes all prior Agreements or understandings between Valley
and Indelicato, with the exception of the letter agreements pertaining to
deferred compensation on future acquisitions.

20. Captions. The captions are inserted for convenience only and shall not be
considered when interpreting any provision or terms hereof.

IN WITNESS WHEREOF, the parties have executed this Agreement as of this 16th day
of June, 1998.

VALLEY NATIONAL GASES, INC.

By /s/ LAWRENCE E. BANDI
---------------------------------------
Its President
---------------------------------------

/s/ WILLIAM A. INDELICATO
------------------------------------------
WILLIAM A. INDELICATO

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
financial statements for Valley National Gases Incorporated and is qualified in
its entirety by reference to such financial statements.
</LEGEND>
<CIK> 0001030715
<NAME> VALLEY NATIONAL GASES INCORPORATED

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> JUL-01-1997
<PERIOD-END> JUN-30-1998
<CASH> 589,170
<SECURITIES> 0
<RECEIVABLES> 12,002,659
<ALLOWANCES> 345,000
<INVENTORY> 8,731,834
<CURRENT-ASSETS> 22,221,462
<PP&E> 65,082,823
<DEPRECIATION> 26,580,317
<TOTAL-ASSETS> 97,059,056
<CURRENT-LIABILITIES> 15,038,629
<BONDS> 48,655,869
0
0
<COMMON> 9,385
<OTHER-SE> 24,173,215
<TOTAL-LIABILITY-AND-EQUITY> 97,059,056
<SALES> 95,030,926
<TOTAL-REVENUES> 95,030,926
<CGS> 44,413,606
<TOTAL-COSTS> 44,413,606
<OTHER-EXPENSES> 42,769,537
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,115,927
<INCOME-PRETAX> 5,005,093
<INCOME-TAX> 2,052,088
<INCOME-CONTINUING> 2,953,005
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,953,005
<EPS-PRIMARY> 0.31
<EPS-DILUTED> 0.31

</TABLE>