Valley National Gases, Inc.
Ticker:VNGI 67 43rd Street
Exchange:NASDAQ-National Market Wheeling, WV 26003
Industry:Wholesale (SIC Code 5172) (304) 232-1541

Offering Information
Type of Shares:Common Shares Filing Date:1/17/97
U.S. Shares:2,000,000 Offer Date:4/10/97
Non-U.S. Shares:0 Filing Range:$9.00 - $11.00
Primary Shares:1,918,000 Offer Price:$8.00
Secondary Shares:82,000 Gross Spread:$0.56
Offering Amount: $20,000,000 Selling:$0.30
Expenses:$600,000 Reallowance:$0.10
Shares Out After: -

Primary Underwriting Group
ManagerTierPhone
A.G. Edwards & Sons, Inc.Lead Manager (314) 955-3039
Oppenheimer & Company, Inc.Co-manager (212) 667-7400

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Bryan Cave
Bank's Law Firm: Peper, Martin, Jensen, Maichel and Hetlage
Auditor: Arthur Andersen
Registrar/Transfer Agent: American Stock Transfer & Trust Co

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
3 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
6/30/96 9/30/96 9/30/95 9/30/96
Revenue:$53.61$14.51$11.32Assets:$46.38
Net Income:$4.10Curr Assets:
EPS:Liabilities:$29.66
Prior EPS:Curr Liabilities:
Cash Flow/Oper:$7.42Equity:$16.72
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company is a leading packager and distributor of industrial, medical and specialty gases, welding equipment and supplies, and propane in nine states in mid-Atlantic and midwestern regions of the United States. 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 pressured cylinders and the transportation of these cylinders to customers from one of the company's 40 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 290,000 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.

Competition
Competition is almost 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 and North Carolina. The company believes it has a strong or leading position in most of the markets it serves.

Business Plan
The company has implemented a strategic plan designed to 1) sustain profitable growth through the acquisition of key distributors in selected markets; 2) achieve and maintain a low-cost supplier position in each market segment where the company participates and 3) build a unified, cohesive organization, staffed by skilled employees who are responsive to changing customer requirements.

Use of Proceeds
The proceeds from the proposed offering will be used for repayment of bank debt, payment of an S Corporation distribution and for general corporate purposes.

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