<PAGE>
<PAGE> 1
As filed with the Securities and Exchange Commission on August 17, 1995.
Registration No. 33- _____________
_____________________________________________________________________________
_____________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_____________
AIRGAS, INC.
(Exact name of registrant as specified in its charter)
Delaware 56-0732648
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Five Radnor Corporate Center, Suite 550
100 Matsonford Road
Radnor, Pennsylvania 19087
(610) 687-5253
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
_____________
TODD R. CRAUN, ESQUIRE
AIRGAS, INC.
Five Radnor Corporate Center, Suite 550
100 Matsonford Road
Radnor, Pennsylvania 19087
(610) 687-5253
(Address, including zip code, and telephone number,
including area code, of agent for service)
_____________
Copy to:
NANCY D. WEISBERG, ESQ.
McCAUSLAND, KEEN & BUCKMAN
Five Radnor Corporate Center, Suite 500
100 Matsonford Road
Radnor, Pennsylvania 19087
______________________________________________________________________________
______________________________________________________________________________<PAGE>
<PAGE> 2
Approximate date of commencement of proposed sale to the public: As soon
as practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. /___/
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. / X /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /___/
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. /___/
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. /___/
_____________
CALCULATION OF REGISTRATION FEE
Title of each class Proposed maximum Proposed Amount of
of securities to be Amount to be offering price maximum registration
registered registered per share(1) offering fee
price
Common Stock, $.01
par value per share 130,000 $26.938 $3,501,940 $1,208
_____________________
(1) Estimated solely for the purpose of determining the registration
fee pursuant to Rule 457 based upon the average of the low and high prices of
Registrant's Common Stock on August 16, 1995 on the New York Stock Exchange.
(2) 514,946 shares of the Registrant's Common Stock are being carried
over from the Registrant's Registration No. 33-48388. A registration fee in
the amount of $2,330 was paid with the Registrant's filing of Registration No.
33-48388.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933, as amended, or until the
Registration Statement shall become effective on such date as the Commission,
acting pursuant to such Section 8(a), may determine.
<PAGE> 3
Pursuant to Rule 429 under the Securities Act of 1933, as amended, the
prospectus contained herein (i) relates to the Registrant's earlier
Registration Statement on Form S-3 (33-48388) and updates the information
contained therein and (ii) relates to additional shares of Common Stock of the
Registrant issuable upon exchange of shares in certain of the Registrant's
operating subsidiary.
<PAGE>
<PAGE> 4
AIRGAS, INC.
CROSS REFERENCE SHEET PURSUANT TO
ITEM 501(b) OF REGULATION S-K
Item No. Form S-3 Caption Prospectus Page or Caption
-------- ---------------- --------------------------
1. Forepart of the Registration Facing Page; Cross
Statement and Outside Reference Sheet; Outside
Front Cover Page of Prospectus Front Cover Page
2. Inside Front and Outside Back Inside Front Cover Page;
Cover Pages of Prospectus Outside Back Cover Page
3. Summary Information, Risk Not Applicable
Factors and Ratio of Earnings
to Fixed Charges
4. Use of Proceeds Use of Proceeds
5. Determination of Offering Price Not Applicable
6. Dilution Not Applicable
7. Selling Security Holders Selling Stockholders
8. Plan of Distribution Plan of Distribution
9. Description of Securities to Incorporated by Reference
be Registered from the Registrant's
Registration Statement
on Form 8-A
10. Interests of Named Experts Legal Matters
and Counsel
11. Material Changes Not Applicable
12. Incorporation of Certain Incorporation by Reference
Information by Reference
13. Disclosure of Commission Not Applicable
Position on Indemnification
for Securities Act Liabilities<PAGE>
<PAGE> 5
PROSPECTUS
__________
AIRGAS, INC.
_____________
644,946 Shares of Common Stock
Up to 644,946 shares (the "Shares") of Airgas, Inc. (the "Company")
common stock, par value $.01 per share (the "Common Stock"), may be offered
from time to time under this Prospectus by certain minority stockholders of
the Company's operating subsidiaries (the "Selling Stockholders"). The Shares
may be issued by the Company upon the exchange of shares (the "Subsidiary
Shares") in the Company's operating subsidiaries acquired by the Selling
Stockholders pursuant to exchange rights agreements. See "Selling
Stockholders."
Neither the sale of the Subsidiary Shares nor the issuance of the Shares
by the Company to the Selling Stockholders upon the exchange of the Subsidiary
Shares are being registered hereunder. Only the resale of the Shares by the
Selling Stockholders is covered by this Prospectus. Any such sales may be in
one or more transactions to be executed on the New York Stock Exchange, on any
other exchange on which the Common Stock may be traded or in the
over-the-counter market at prices prevailing at the times of such sales or in
private sales at prices related to the prevailing market prices or at
negotiated prices. See "Plan of Distribution."
The Common Stock is traded on the New York Stock Exchange. The last
reported sale price of the Common Stock, on August 16, 1995, as reported on
the New York Stock Exchange, was $26.75 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION
NOR HAS THE COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is _______, 1995.<PAGE>
<PAGE> 6
AVAILABLE INFORMATION
_____________________
Airgas, Inc. is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450
Fifth Street, NW, Washington, D.C. 20549, and at the Commission's Regional
Offices located at Northwestern Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661, and 75 Park Place, 14th Floor, New York, New
York 10007. Copies of such materials can be obtained from the Public
Reference Section of the Commission, 450 Fifth Street, NW, Washington, D.C.
20549, at prescribed rates.
The Company's Common Stock is listed on the New York Stock Exchange and
reports, proxy statements and other information concerning the Company can be
inspected and copied at the offices of the New York Stock Exchange, Inc., 20
Broad Street, New York, New York 10005.
The Company has filed with the Commission a Registration Statement under
the Securities Act of 1933, as amended (the "Securities Act") with respect to
the Common Stock being offered by this Prospectus. This Prospectus does not
contain all of the information set forth in the Registration Statement,
certain portions of which have been omitted as permitted by the rules and
regulations of the Commission. Statements contained in this Prospectus
concerning any contract or other document filed with or incorporated by
reference in the Registration Statement are not necessarily complete, each
statement being qualified in all respects by such reference. For further
information regarding the Company and the Common Stock, reference is made to
the Registration Statement, including the documents and exhibits filed or
incorporated as a part thereof, which may be inspected without charge at the
office of the Commission at 450 Fifth Street, NW, Washington, DC 20549, and
copies of all or any part thereof may be obtained from such office upon
payment of the fees prescribed by the Commission.<PAGE>
<PAGE> 7
INCORPORATION BY REFERENCE
The following documents filed by the Company with the Commission (File
No. 1-9344) are incorporated
herein by reference:
(1) The Company's annual report on Form 10-K for the fiscal year
ended March 31, 1995 and Form 10-K/A1;
(2) The Company's Proxy Statement dated July 5, 1995;
(3) The Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1995; and
(4) The description of the Company's Common Stock contained in the
Company's registration statement on Form 8-A declared effective pursuant to
Section 12(d) of the Exchange Act on December 19, 1986.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Exchange Act, prior to the termination of
the offering made herein, shall be deemed to be incorporated by reference in
this Prospectus and to be a part hereof from the date of filing of such
documents.
The Company will provide without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon the written or
oral request of such person, a copy of any and all information that has been
incorporated by reference in this Prospectus (but not including exhibits to
the information that is incorporated by reference unless such exhibits are
specifically incorporated by reference in the information that this Prospectus
incorporates), each such request to be addressed as follows: Todd R. Craun,
Esquire, Airgas Management, Inc., Five Radnor Corporate Center, Suite 550, 100
Matsonford Road, Radnor, Pennsylvania 19087, (610) 687-5253.
<PAGE>
<PAGE> 8
THE COMPANY
___________
The Company distributes industrial, medical, and specialty gases and a
wide selection of name-brand welding equipment, accessories and industrial
protective equipment. The Company is the largest independent industrial
gas distributor in the United States. The Company's principal business
strategy is to continue to expand its industrial gas distribution network,
through a program of acquiring independent distributors. The Company also
manufactures and sells acetylene, nitrous oxide, carbon products and calcium
carbide.
THE OFFERING
____________
The Shares offered hereby are being offered by the Selling Stockholders,
who are holders of minority interests in the Company's operating subsidiaries.
See "Selling Stockholders." The Shares may be issued by the Company upon the
exchange by the Selling Stockholders of the Subsidiary Shares acquired by them
pursuant to exchange rights agreements (the "Exchange Rights Agreements")
entered into between the Company and each of the Selling Stockholders. The
Exchange Rights Agreements provide the Selling Stockholders with the right to
exchange their Subsidiary Shares on certain dates designated by the Board of
Directors of the Company (an "Optional Exchange"). Additionally, under
certain circumstances, as determined by the Board of Directors, the Company
may require the exchange of all Subsidiary Shares in accordance with the
Exchange Rights Agreements. The Board of Directors previously designated two
Optional Exchange dates and has designated August 31, 1995 as an Optional
Exchange date on which the Selling Stockholders may elect to exchange their
Subsidiary Shares. Other exchange dates may be designated by the Board of
Directors in the future.
The number of shares of Common Stock received in exchange for Subsidiary
Shares is determined based on a valuation of the Subsidiary Shares, as
reviewed by an independent appraiser, and the market price of the Company's
Common Stock as of a specified valuation date. Of the total number of Shares
offered hereby, 426,804 Shares were either issued to the Selling Stockholders
upon exchange of their Subsidiary Shares on previous Optional Exchange dates
or will be issued to the Selling Stockholders on the August 31, 1995 Optional
Exchange date. The Company is unable to determine, at this time, the number
of Shares that ultimately will be issued upon the exchange of Subsidiary
Shares on future exchange dates.
The Exchange Rights Agreements provide the Selling Stockholders with
certain registration rights. The registration statement of which this
Prospectus is a part has been filed by the Company in satisfaction of the
Company's obligation to register the Shares for sale by the Selling
Stockholders pursuant to the registration rights provided under the Exchange
Rights Agreements. The sale of the Subsidiary Shares are not being registered
hereunder.
In connection with the Company's 2-for-1 stock splits on each of November
25, 1992 and November 24, 1993, the Company filed a Form 8-K (the "Form 8-K")
dated February 15, 1994 (which Form 8-K is incorporated herein by reference)
containing its undertaking to meet the requirements of Rule 416(b) of the
Securities Act of 1933 and Regulation S-K, Item 512(a) regarding its
Registration Statement No. 33-48388 (the "1992 Registration Statement"). The
1992 Registration Statement became effective on July 23, 1992 and is being
<PAGE> 9
updated by this Registration Statement. The number of post-split shares which
had been sold by the Selling Stockholders under the 1992 Registration
Statement was incorrectly overstated in the Form 8-K. The number of
post-split shares which had been sold, as of the date of the Form 8-K, was
431,940, and the number of shares remaining under the 1992 Registration
Statement was 568,060. Subsequent to February 15, 1994, 53,114 additional
shares were sold under the 1992 Registration Statement.
USE OF PROCEEDS
_______________
The Company will receive no proceeds from any sales of the Shares by the
Selling Stockholders.
The Company will pay all fees and expenses incurred by the Company in
connection with registering the Shares for sale under the Securities Act.
PLAN OF DISTRIBUTION
____________________
The Company has been advised by the Selling Stockholders that they or, in
the event of the death of a Selling Stockholder, the Selling Stockholder's
personal representative, may sell all, or a portion or none of the Shares
registered for sale by them hereunder from time to time. Any such sales may
be in one or more transactions to be executed on the New York Stock Exchange,
on any other exchange on which the Common Stock may be traded or in the
over-the-counter market at prices prevailing at the times of such sales or in
private sales at prices related to the prevailing market prices or at
negotiated prices. The sales may involve (a) a block transaction in which the
broker or dealer so engaged will attempt to sell the Shares as agent but may
position and resell a portion of the block as principal to facilitate the
transaction; (b) purchases as a broker or dealer as principal and resale by
such broker or dealer for its account pursuant to this Prospectus; (c) an
exchange distribution in accordance with the rules of such exchange; and (d)
ordinary brokerage transactions and transactions in which the broker solicits
purchases. The Selling Stockholders have advised the Company that in the
event that their sales of the Shares are deemed to be a "distribution" for
purposes of Rule 10b-6 promulgated under the Securities and Exchange Act of
1934, they will comply with the provisions of the rule, if applicable.
Broker-dealers may receive compensation in the form of underwriting discounts,
concessions or commissions (which compensation may be in excess of customary
commissions). The Selling Stockholders and any broker-dealers that
participate in the distribution of the Shares may be deemed to be underwriters
and any commissions received by them and any profit on the resale of the
Shares positioned by them might be deemed to be underwriting discounts and
commissions under the Securities Act of 1933. In the event that a Selling
Stockholder engages an underwriter in connection with the sale of Shares, the
Selling Stockholder has agreed to file with the Commission, as an exhibit to
the registration statement of which this Prospectus is a part, an underwriting
agreement, if any, entered into with such underwriter and to disclose any
compensation arrangement between the Selling Stockholder and the underwriter
in a supplement to this Prospectus or, if required, in a post-effective
amendment to the registration statement of which this Prospectus is a part.<PAGE>
<PAGE> 10
SELLING STOCKHOLDERS
____________________
The following table sets forth as of August 22, 1995 certain information
with respect to beneficial ownership of the Company's Common Stock by the
Selling Stockholders who have exchanged some or all of their Subsidiary Shares
on previous Optional Exchange dates or have advised the Company that they
intend to exchange some or all of their Subsidiary Shares on the August 31,
1995 Optional Exchange date. None of the individuals identified below owns
more than 1% of the Company's outstanding Common Stock as of the date of this
Prospectus. Unless otherwise indicated, the Selling Stockholders listed
possess sole voting and investment power with respect to the shares listed.
Number of Shares
Beneficially Owned
Prior to the
Selling Stockholders Offering(1)
____________________ __________________
Steven L. Clark (6) 108,166 (3)(4)
Alfred B. Crichton (7) 81,058 (3)(4)
Rudi Endres (8) 43,954 (3)4)
Kenneth A. Keeley (9) 242,629 (3)(4)(10)
Hermann Knieling (11) 106,975 (3)(4)
Kenneth D. Morrison (12) 40,061
William E. Sanford, II (13) 66,016 (3(4)
John T. Winn, III (14) 25,696 (3)(4)(5)
Thomas J. Bennett (15) 4,252 (3)(4)
Richard W. Johnson (16) 47,957 (3)(4)
John W. Smith (17) 20,578 (3)(4)
Ronald E. Arnold (18) 63,524 (3)(4)
Dennis B. Lee (19) 14,255 (3)(4)
William V. Accousti (20) 13,230 (3)
<PAGE> 11
Number of Shares
Number of Shares Beneficially Owned
Being Offered(1)(2) After the Offering(2)
__________________ _____________________
75,888 32,278
15,463 65,595
21,366 22,588
125,674 116,955
66,291 40,684
37,061 3,000
17,610 48,406
1,073 24,623
3,585 667
21,245 26,712
10,604 9,974
13,321 50,203
8,717 5,538
8,906 4,324
(1) Reflects only Shares for which Selling Stockholders have either
exchanged their Subsidiary Shares on a previous Optional Exchange date or have
advised the Company that they intend to exchange their Subsidiary Shares on
August 31, 1995, and which have not yet been resold.
(2) Assumes that the Selling Stockholders sell all of the Shares
being offered.
(3) Includes the following number of shares of Common Stock which may
be acquired by certain of the Selling Stockholders through the exercise of
options, warrants or exchange rights which were exercisable or exercised on
August 15, 1995 or within 60 days thereof: Mr. Clark, 24,800 shares; Mr.
Crichton, 62,350 shares; Mr. Endres 18,525 shares; Mr. Keeley, 108,224
shares; Mr. Knieling, 94,090 shares; Mr. Sanford, 43,950 shares; Mr. Winn,
21,680 shares; Mr. Bennett, 3,585 shares; Mr. Johnson, 38,695 shares; Mr.
Smith, 14,394 shares; Mr. Arnold, 60,221 shares; Mr. Lee, 10,942 shares; and
Mr. Accousti, 12,806 shares.
(4) Includes the following number of shares of Common Stock held by
certain of the Selling Stockholders under the Company's 401(k) Plan: Mr.
Clark, 7,478 shares; Mr. Crichton, 3,245 shares; Mr. Endres, 3,074 shares; Mr.
Keeley, 8,232 shares; Mr. Knieling 4,305 shares; Mr. Sanford, 4,256 shares;
Mr. Winn, 2,239 shares; Mr. Bennett, 622 shares; Mr. Johnson, 7,426 shares;
Mr. Smith, 5,483 shares; Mr. Arnold, 2,771 shares; and Mr. Lee, 2,450 shares.
(5) Does not include a 2% interest in Southeast Airgas, Inc., a
subsidiary of the Company, which Mr. Winn elected not to exchange for the
Company's Common Stock on August 31, 1995.
(6) Mr. Clark served as Vice President of Michigan Airgas, Inc., a
subsidiary of the Company, until January 1990 and has served as President of
that company since January 1990.
<PAGE> 12
(7) Mr. Crichton served as Regional Vice President from May 1991 to
February 1993 and as President of Sierra Airgas, Inc., a subsidiary of the
Company, from January 1987 to February 1993 and has served as
Division President-Western Division of the Company since February 1993.
(8) Mr. Endres served as General Manager and Vice President, Western
Region from April 1989 to July 1991 and as Vice President-Marketing from July
1991 to December 1992. He has served as Vice President-International since
January 1993.
(9) Mr. Keeley served as Regional Vice President, East Central Region
of the Company from April 1989 until February 1993 and has served as Division
President-Central of the Company since February 1993.
(10) Includes 123,900 shares and warrants, held in a trust, of which
Mr. Keeley is the sole beneficiary, and 1,100 shares held in a partnership of
which Mr. Keeley holds a 33% interest, with the balance owned by members of
Mr. Keeley's family.
(11) Mr. Knieling served as Regional Vice President of the Company from
June 1990 to February 1993 and as Division President-Eastern Division from
February 1993 to March 1995, and has served as Division President-Southern
Division since April 1995.
(12) Mr. Morrison served as Vice President of Lone Star Airgas, Inc., a
subsidiary of the Company, from October 1988 to July 1993. Mr. Morrison is no
longer employed by the Company.
(13) Mr. Sanford served as President of Cascade Airgas, Inc., a
subsidiary of the Company, from April 1989 to February 1993 and has served as
Vice President-Sales and Marketing of the Company since February 1993.
(14) Mr. Winn has served as President of Southeast Airgas, Inc. since
February 1993 and Regional Vice President from October 1990 to February 1993.
(15) Mr. Bennett has served as President of Great Lakes Airgas, Inc., a
subsidiary of the Company, since February 1990.
(16) Mr. Johnson served as Regional Vice President from 1989 until
February 1993, and has served as President of Midwest Airgas, Inc., a
subsidiary of the Company, since February 1993.
(17) Mr. Smith served as Vice President of Finance and General Manager
of Midwest Airgas, Inc., a subsidiary of the Company, until April 1993, and
has served as President of Midstates Airgas, Inc., a subsidiary of the
Company, since April 1993.
(18) Mr. Arnold has served as President of Potomac Airgas, Inc., a
subsidiary of the Company, from October 1989 until March 1995. Since March
1995, Mr. Arnold has been responsible for certain special projects.
(19) Mr. Lee has served as President of Specialty Products &
Equipment, a subsidiary of the Company, since March 1989.
(20) Mr. Accuosti has served as President of Virginia Welding Supply
Co., a subsidiary of the Company, since August 1993.
<PAGE> 13
The following Selling Stockholders have elected not to exchange some or
all of their Subsidiary Shares. The table below sets forth certain information
with respect to beneficial ownership of the Common Stock by such Selling
Stockholders as of August 22, 1995. None of the individuals identified below
owns more than 1% of the Company's outstanding Common Stock as of the date of
this Prospectus. Unless otherwise indicated, the Selling Stockholders listed
possess sole voting and investment power with respect to the shares listed.
Number of Shares Percent of Subsidiary
Selling Stockholder Beneficially Owned Shares Owned
___________________ ___________________ ______________________
Ronald W. Savage(3) 10,515 (1)(2) 3% - Parsons Airgas
Dale E. Hess(4) 7,418 (1)(2) 2% - Great Western Airgas
John Musselman(5) 28,720 (1)(2) 7% - Northeast Airgas
Charles L. Graves(6) 13,672 (1)(2) 2% - Empire Airgas
Dan L. Tatro (7) 6,352 (1) 2% - Cascade Airgas
Geoffrey C. Pulford (8) 1,353 (1) 5% - Airgas Ontario
Jeff Allen (9) 16,959 (1)(2) 2% - Central States Airgas
Theodore D. Erkenbrack (10) 2,539 (1) 2% - Northern Gases
Henry B. Coker (11) 7,966 (1)(2) 2% - Gulf States Airgas
Ronald B. Rush (12) 11,335 (1)(2) 2% - Sooner Airgas
Howard E. Wolfe (13) 19,370 (1)(2) 2% - Connecticut Airgas
Barry W. Himes (14) 1,088 (1)(2) 5% - Cryodyne Technologies
Mark A. Straka (15) 6,352 (1)(2) 2% - Southern California
Airgas
Isaac C. Fortenberry (16) 1,209 (2) 2% - Florida Airgas
Robert J. Finch (17) 7,664 (1)(2) 3% - Airgas Houston
Patricia E. Paddock (18) 7,805 (1)(2) 2% - Pacific Airgas
Noel E. Breedlove (19) ---- 5% - Trinity Airgas
_______________________________________
(1) Includes the following number of shares of Common Stock which may
be acquired by certain of the Selling Stockholders through the exercise of
options or warrants which were exercisable on August 22, 1995 or within 60
days thereof: Mr. Savage, 9,915 shares; Mr. Hess, 5,100 shares; Mr. Musselman,
23,140 shares; Mr. Graves, 11,300 shares; Mr. Tatro, 6,300 shares; Mr.
Pulford, 625 shares; Mr. Allen, 13,070 shares; Mr. Erkenbrack, 1,640 shares;
Mr. Coker, 4,575 shares; Mr. Rush, 11,100 shares; Mr. Wolfe, 15,320 shares;
Mr. Himes, 125 shares; Mr. Straka, 5,370 shares; Mr. Finch, 5,190 shares; and
Ms. Paddock, 5,800 shares.
<PAGE> 14
(2) Includes the following number of shares of Common Stock held by
certain of the Selling Stockholders under the Company's 401(k) Plan: Mr.
Savage, 454 shares; Mr. Hess, 1,736 shares; Mr. Musselman, 3,288 shares; Mr.
Graves, 1,996 shares; Mr. Allen, 3,809 shares; Mr. Coker, 2,635 shares; Mr.
Rush, 178 shares; Mr. Wolfe, 3,792 shares; Mr. Himes, 507 shares; Mr. Straka,
732 shares; Mr. Fortenberry, 1,054 shares; Mr. Finch, 1,927 shares; and Ms.
Paddock, 1,495 shares.
(3) Mr. Savage served as Vice President-General Manager of Parsons
Airgas, Inc., a subsidiary of the Company, from February 1989 until April 1991
and has served as President of that company since May 1991.
(4) Mr. Hess served as Vice President-General Manager of Great Western
Airgas, Inc., a subsidiary of the Company, until January 1991, and has served
as President of that Company since January 1991.
(5) Mr. Musselman has served as President of Northeast Airgas, Inc., a
subsidiary of the Company, since June 1989 and served as a Regional Vice
President from August 1990 to February 1993.
(6) Mr. Graves served as Vice President-Operations of Northeast Airgas,
Inc., a subsidiary of the Company, from January 1989 until October 1991 and
has served as President of Empire Airgas, Inc., a subsidiary of the Company,
since October 1991.
(7) Mr. Tatro served as President of Oregon Airgas, Inc., a subsidiary
of the Company from January 1992 until January 1993, and has served as
President of Cascade Airgas, Inc., a subsidiary of the Company, since January
1993.
(8) Mr. Pulford served as Vice President and General Manager of
Aerocare Home Medical Limited (a company acquired by the Company in December
1993) until December 1993, and has served as President of Airgas Ontario, a
subsidiary of the Company, since December 1993.
(9) Mr. Allen served as Vice President of Sales for Midwest Airgas,
Inc., a subsidiary of the Company, until April 1993, and has served as
President of Central States Airgas, Inc., a subsidiary of the Company, since
April 1993.
(10) Mr. Erkenbrack served as Vice President for Northern Gases, Inc. (a
company acquired by the Company in October 1991), until October 1991, served
as General Manager for Northern Gases, Inc., a subsidiary of the Company from
October 1991 until January 1993, and has served as President of that Company
since January 1993.
(11) Mr. Coker served as Sales Manager for Gulf States Airgas, Inc., a
subsidiary of the company, from September 1989 until January 1992, Vice
President-Marketing of that company from January 1992 until January 1994, and
has served as President of that company since January 1994.
(12) Mr. Rush has served as President of Sooner Airgas, Inc., a
subsidiary of the Company, since July 1991.
(13) Mr. Wolfe served as General Manager of Missouri operations for
Midwest Airgas, Inc., a subsidiary of the Company, until May 1993, and has
served as President of Connecticut Airgas, Inc., a subsidiary of the
Company, since May 1993.
<PAGE> 15
(14) Mr. Himes served as President, Cryodyne Technologies, Inc. (a
company acquired by the Company in December 1993), until December 1993, and
has served as President of that company, since December 1993.
(15) Mr. Straka served as General Manager of Pacific Airgas, Inc., a
subsidiary of the Company, from August 1989 to October 1990 and as President
of that company from October 1990 to June 1993. He has served as President of
Southern California Airgas, Inc., a subsidiary of the Company, since June
1993.
(16) Mr. Finch served as Vice President-Finance of Gulf States Airgas,
Inc., a subsidiary of the Company, from November 1991 until September 1993,
Vice President of Operations and Finance of that company from September 1993
until April 1995, and has served as President of Airgas Houston, Inc., a
subsidiary of the Company, since April 1995.
(17) Ms. Paddock served as Controller of Pacific Airgas, Inc., a
subsidiary of the Company, from May 1987 until July 1993, and has served as
President of that company since July 1993.
(18) Mr. Breedlove served as President and 50% shareholder of Trinity
Welding Supply, Inc. (a company acquired by the Company in May 1995) from May
1991 until May 1995, and has served as President of Trinity Airgas, Inc., a
subsidiary of that company since May 1995.
The Company is not able to determine, at this time, the number of Shares
that ultimately will be issued upon the exchange of Subsidiary Shares on
future exchange dates, since that amount is based on future valuations of
Subsidiary Shares and the Common Stock. The Company intends to continue to
sell Subsidiary Shares, from time to time, to certain individuals who serve in
senior management positions at its operating subsidiaries.
Transfer Agent and Registrar
____________________________
The Transfer Agent and Registrar for the Company's Common Stock is The
Bank of New York.
LEGAL MATTERS
_____________
The validity of the Common Stock offered hereby will be passed upon for
the Selling Stockholders by McCausland, Keen & Buckman, Radnor, Pennsylvania.
Certain attorneys of McCausland, Keen & Buckman beneficially own, in the
aggregate, 27,195 shares of the Company's Common Stock and warrants to
purchase 16,220 shares of the Common Stock.
<PAGE> 16
EXPERTS
_______
The consolidated financial statements and schedules of Airgas, Inc. as of
March 31, 1995 and 1994, and for each of the years in the three-year period
ended March 31, 1995, have been incorporated by reference herein and in the
registration statement in reliance upon the report of KPMG Peat Marwick LLP,
independent accountants, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing.<PAGE>
<PAGE> 17
No dealer, salesman or other
person has been authorized to
give any information or to
make any representations not
contained in this Prospectus
in connection with the offer
contained herein, and, if
given or made, such information
or representation must not be
relied upon as having been
authorized by the Company or
Selling Stockholder. This
Prospectus does not constitute
an offer to sell, or a
solicitation of an offer to buy AIRGAS, INC.
any securities offered hereby 644,946 Shares of Common Stock
in any jurisdiction to any
person to whom it is not lawful
to make any such offer or
solicitation in such jurisdiction.
Neither the delivery of this
Prospectus nor any sale made
hereunder shall, Common Stock
under any circumstances, create
an implication that there has been
no change in the affairs of the
Company since the date hereof or
that the information contained
herein is correct as of any time
subsequent to its date.
_______________________
TABLE OF CONTENTS
Available Information......... 2
Incorporation By Reference.... 3 _____________________________
The Company................... 4
The Offering.................. 4
Use of Proceeds............... 5 PROSPECTUS
Plan of Distribution.......... 5
Selling Stockholders.......... 7
Legal Matters................. 11 _____________________________
Experts....................... 12
_______________, 1995
<PAGE> 18
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth estimated expenses in connection with the
issuance and distribution of the securities being registered:
Registration Fee $ 1,208 *
NYSE Listing Fee 1,500
Printing and Engraving 1,000
Accounting Fees 3,000
Legal Fees 5,000
Miscellaneous 5,000
Total $16,708
_________________
* Actual
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Delaware General Corporation Law permits the indemnification by a
Delaware corporation of its directors, officers, employees, and other agents
against expenses (including attorneys' fees), judgments, fines, and amounts
paid in settlement in connection with specified actions, suits or proceedings,
whether civil, criminal, administrative, or investigative (other than
derivative actions which are by or in the right of the corporation) if
they acted in good faith and in a manner they reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe their
conduct was illegal. A similar standard of care is applicable in the case of
derivative actions, except the indemnification only extends to expenses
(including attorneys' fees) incurred in connection with defense or
settlement of such an action and requires court approval before there can be
any indemnification where the person seeking indemnification has been found
liable to the corporation.
The Company's articles of incorporation provide that each person who was
or is made a party to, or is involved in, any action, suit or proceeding by
reason of the fact that he or she is or was a director or officer of the
Company (or was serving at the request of the Company as a director, officer,
employee or agent for another entity) while serving in such capacity will be
indemnified and held harmless by the Company to the full extent authorized or
permitted by Delaware law. The articles also provide that the Company may
purchase and maintain insurance and may also create a trust fund, grant a
security interest and/or use other means (including establishing letters of
credit, surety bonds and other similar arrangements) and may enter into
contracts providing for indemnification, to ensure full payment of
indemnifiable amounts. The Company has entered into such indemnification
agreements with its directors and executive officers.
<PAGE> 19
ITEM 16. EXHIBITS.
5. Opinion and consent of McCausland, Keen & Buckman, counsel to
the Company.
10.1 Exchange Rights Agreement dated October 1, 1989 (Incorporated
by reference to Exhibit 10.13 to the Company's March 31, 1992 annual report on
Form 10-K.)
10.2 First Amendment to Exchange Rights Agreement dated April 30,
1992 (Incorporated by reference to Exhibit 10.14 to the Company's March 31,
1992 annual report on Form 10-K.)
10.3 Amended and Restated Exchange Rights Agreement (Incorporated
by reference to Exhibit 10.15 to the Company's March 31, 1993 annual report on
Form 10-K.)
10.4 First Amendment to Amended and Restated Exchange Rights
Agreement (Incorporated by reference to Exhibit 10.11 to the Company's March
31, 1994 annual report on Form 10-K.)
10.5 Second Amendment to Amended and Restated Exchange Rights
Agreement (Incorporated by reference to Exhibit 10.12 to the Company's March
31, 1994 annual report on Form 10-K.)
23.1 Consent of McCausland, Keen & Buckman (included in Exhibit 5)
23.2 Consent of KPMG Peat Marwick LLP.
24. Power of Attorney (see signature page)
99. The registrant's Form 8-K dated February 15, 1994.
(Incorporated by reference)
ITEM 17. UNDERTAKINGS.
I. Rule 415 Offering. The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value
of securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range may
be reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b), in the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective registration
statement.
<PAGE> 20
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement;
Provided, however, that paragraphs (i) and (ii) above do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this registration statement.
2. That for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered pursuant to
this registration statement, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
3. To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
II. Filings Incorporating Subsequent Exchange Act Documents by
Reference.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered pursuant to this registration statement,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
III. Acceleration of Effectiveness - Indemnification Undertaking.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described under Item 15
above, or otherwise, the registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication
of such issue.
<PAGE> 21
IV. Registration Statement Permitted by Rule 430A.
The undersigned registrant hereby undertakes that:
1. For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of prospectus
filed as part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part
of this registration statement as of the time it was declared effective.
2. For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
<PAGE>
<PAGE> 22
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Delaware County, Pennsylvania, on August 17,
1995.
AIRGAS, INC.
By:/S/PETER McCAUSLAND
________________________________________
Peter McCausland, Chairman of the Board
and Chief Executive Officer
By:/S/ BRITTON H. MURDOCH
________________________________________
Britton H. Murdoch, Vice President/Finance
and Chief Financial Officer
By:/S/JEFFREY P. CORNWELL
________________________________________
Jeffrey P. Cornwell, Corporate Controller
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Peter McCausland and Todd R. Craun, and
each or any of them, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the
same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their, his or her substitutes
or substitute, may lawfully do or cause to be done by virtue hereof.
<PAGE>
<PAGE> 23
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities indicated.
/S/PETER McCAUSLAND
________________________________________
Peter McCausland, Chairman of the Board Date: August 17, 1995
and Chief Executive Officer
/S/BRITTON H. MURDOCH
________________________________________
Britton H. Murdoch, Vice President - Date: August 17, 1995
Finance and Chief Financial Officer
/S/JEFFREY P. CORNWELL
________________________________________
Jeffrey P. Cornwell, Corporate Controller Date: August 17, 1995
/S/W.THACHER BROWN
________________________________________
W. Thacher Brown, Director Date: August 17, 1995
/S/FRANK B. FOSTER
________________________________________
Frank B. Foster, III, Director Date: August 17, 1995
/S/JAMES M. HOAK
________________________________________
James M. Hoak, Jr., Director Date: August 17, 1995
/S/JOHN A.H. SHOBER
________________________________________
John A.H. Shober, Director Date: August 17, 1995
/S/ERROLL C. SULT
________________________________________
Erroll C. Sult, Director Date: August 17, 1995
/S/ROBERT E. NAYLOR
________________________________________
Robert E. Naylor, Jr., Director Date: August 17, 1995
<PAGE> 24
/R/ROBERT L. YOHE
________________________________________
Robert L. Yohe, Director Date: August 17, 1995
/S/MERRIL L. STOTT
________________________________________
Merril L. Stott, Director Date: August 17, 1995<PAGE>
<PAGE>
<PAGE> 25
EXHIBIT 5
August 17, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Airgas, Inc./Registration Statement on Form S-3
Dear Sir or Madam:
We have acted as counsel to Airgas, Inc. (the "Company"), a Delaware
corporation, in connection with the preparation and filing of a registration
statement on Form S-3, which is being filed with the Securities and Exchange
Commission on the date hereof (the "Registration Statement"). Capitalized
terms not otherwise defined herein shall have the meanings ascribed to them in
the Registration Statement.
The Registration Statement covers 130,000 shares of the Company's Common
Stock, par value $.01 per share (the "Shares"), issued or issuable to the
Selling Stockholders upon the exchange of shares in the Company's operating
subsidiaries (the "Subsidiary Shares") acquired by the Selling Stockholders
pursuant to exchange rights agreements ("Exchange Rights Agreements").
We have examined the Registration Statement, including the exhibits
thereto, the Company's Amended and Restated Certificate of Incorporation, the
Company's By-Laws, as amended, the Exchange Rights Agreements and related
minutes of actions taken by the Board of Directors of the Company. In the
foregoing examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals and the
authenticity of all documents submitted to us as copies of originals.
Based upon the foregoing, we are of the opinion that the Shares, when
issued in exchange for the Subsidiary Shares in accordance with the terms of
the Exchange Rights Agreements, will be validly issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement. We also consent to the reference to this firm under
the heading "Legal Matters" in the Prospectus constituting a part of the
Registration Statement.
Sincerely,
McCAUSLAND, KEEN & BUCKMAN
By:/S/NANCY D. WEISBERG
_______________________
Vice President
<PAGE>
<PAGE> 26
Consent of Independent Auditors
_______________________________
The Board of Directors
Airgas, Inc.:
We consent to the use of our report incorporated herein by reference and to
the reference to our firm under the heading "Experts" in the prospectus.
KPMG Peat Marwick LLP
Philadelphia, Pennsylvania
August 14, 1995
<PAGE>
