<PAGE>
<PAGE> 1
As filed with the Securities and Exchange Commission on November 29, 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
______________________________________________________________________________
______________________________________________________________________________
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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. /___/
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.
_____________
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 120,000 $27.688 $3,322,560 $1,146
_____________________
(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 November 28, 1995 on the New York Stock Exchange.
<PAGE>
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PROSPECTUS
__________
AIRGAS, INC.
____________
120,000 Shares of Common Stock
Up to 120,000 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 stockholders of the Company
(the "Selling Stockholders"). The Shares have been or may be issued by the
Company to the Selling Stockholders, pursuant to the acquisition of a company
of which the Selling Stockholders were stockholders. See "Selling
Stockholders."
The issuance of the Shares by the Company to the Selling Stockholders is
not 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 November 28, 1995, as reported on
the New York Stock Exchange, was $27.625 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>
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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, N.W., 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 Seven World Trade Center, New York, New
York 10048. Copies of such materials can be obtained from the Public
Reference Section of the Commission, 450 Fifth Street, N.W., 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, N.W., 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> 5
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 and Form 10-K/A1 for the
fiscal year ended March 31, 1995;
(2) The Company's Proxy Statement dated July 5, 1995;
(3) The Company's Quarterly Reports on Form 10-Q for the quarters
ended June 30, 1995 and September 30, 1995;
(4) All other reports filed with the Commission pursuant to
Section 13(a) or 15(d) of the Exchange Act since March 31, 1995; and
(5) The description of the Company's Common Stock contained in the
Company's registration statement on Form 8-A effective under Section (12(b) 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 Inc., Five Radnor Corporate Center, Suite 550, 100
Matsonford Road, Radnor, Pennsylvania 19087, (610) 687-5253.
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 distribution network, through a program of
acquiring independent distributors. The Company also manufactures and sells
acetylene, nitrous oxide, carbon products and calcium carbide.
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THE OFFERING
____________
On December ___, 1995, the Company acquired National Welding Supply Co.
("National") and, as a result, the former shareholders of National received a
total of 108,089 shares of the Company's Common Stock. The Selling
Stockholders may also receive additional shares (the "Additional Shares")
three years after December ___,1995 if the fair market value of the Company's
Common Stock on such date is less than the fair market value on December
__,1995. The number of Additional Shares to be issued would be based upon the
number of Shares held by the Selling Stockholders on the third anniversary
date and the difference in the fair market value of the Common Stock on
December ___, 1995 and the date three years after December ___, 1995.
A registration rights and stock price guarantee agreement between the
Company and each of the Selling Stockholders provides 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 obligations to register the Shares for sale by the Selling
Stockholders pursuant to the registration rights provided under such
agreement.
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. Upon the transfer of
any Shares by a Selling Stockholder by gift or inheritance to certain family
members or trusts for the benefit of certain family members, the donee would
have the same rights of sale as such Selling Stockholder under 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. 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.
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The Selling Stockholders will be subject to applicable provisions of the
Securities Exchange Act of 1934 and the rules and regulations thereunder,
including without limitation, Rules 10b-3, 10b-6 and 10b-7, which provisions
may limit the timing of purchases and sales of the Shares by the Selling
Stockholders. 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. Any shares covered by this Prospectus which
qualify for sale pursuant to Rule 144 promulgated under the Securities Act of
1933 may be sold under Rule 144 rather than pursuant to this Prospectus.
SELLING STOCKHOLDERS
The following table sets forth certain information with respect to
beneficial ownership of the Company's Common Stock as of December ___, 1995,
and as adjusted to reflect the sale of the Shares by the Selling Stockholders.
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 Number of Shares
Beneficially Owned Beneficially Owned
Prior to the Shares Being After the
Selling Stockholders Offering(1) Offered (1) Offering(1)
____________________ __________________ _____________ ___________________
Daniel C. Parris(2) 86,222 86,222 -0-
Parris Family Trust C,
Craig W. Parris, Trustee 21,867 21,867 -0-
_________________
(1) Assumes that the Selling Stockholders sell all of the Shares being
offered. Does not include the Additional Shares, if any, that may be issued
three years after December ___, 1995.
(2) Since December ___, 1995, Daniel Parris has served as Director of
Professional Development of Airgas, Inc.
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The Company is not able to determine, at this time, the number of
Additional Shares, if any, that ultimately will be issued to the Selling
Stockholders, since the amounts are based upon future events.
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, 27,395 shares of the Company's Common Stock and warrants to
purchase 16,220 shares of the Common Stock.
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 certified public accountants, incorporated by reference herein,
and upon the authority of said firm as experts in accounting and auditing.
Our report refers to the retroactive adoption in 1994 of the provisions
of the Financial Accounting Standards Board's Statement of Financial
Accounting Standard No. 109 "Accounting for Income Taxes."<PAGE>
<PAGE> 9
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 120,000 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. . . . . . . . . 3
The Offering . . . . . . . . 4
Use of Proceeds. . . . . . . 4 PROSPECTUS
Plan of Distribution . . . . 4
Selling Stockholders . . . . 5
Legal Matters. . . . . . . . 6 _____________________________
Experts. . . . . . . . . . . 6
_________, 1995
<PAGE> 10
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 $ 1,146 *
NYSE Listing Fee 1,500
Printing and Engraving 1,000
Accounting Fees 3,000
Legal Fees 6,000
Miscellaneous 5,000
Total $17,646
________________
* 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> 11
ITEM 16. EXHIBITS.
* 5. Opinion of McCausland, Keen & Buckman, counsel to the
Company.
* 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)
___________________________
* To be filed by amendment.
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.
(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.
<PAGE> 12
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>
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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 November 29, 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> 14
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: November 29, 1995
and Chief Executive Officer
/S/Britton H. Murdoch
- ---------------------------------------
Britton H. Murdoch, Vice President - Date: November 29, 1995
Finance and Chief Financial Officer
/S/Jeffrey P. Cornwell
- ---------------------------------------
Jeffrey P. Cornwell, Corporate Controller Date: November 29, 1995
/S/W. Thacher Brown
- ---------------------------------------
W. Thacher Brown, Director Date: November 29, 1995
/S/Frank B. Foster, III
- ----------------------------------------
Frank B. Foster, III, Director Date: November 29, 1995
/S/James M. Hoak
- ----------------------------------------
James M. Hoak, Jr., Director Date: November 29, 1995
/S/John A.H. Shober
- ----------------------------------------
John A.H. Shober, Director Date: November 29, 1995
/S/Erroll C. Sult
- ----------------------------------------
Erroll C. Sult, Director Date: November 29, 1995
/S/Robert E. Naylor, Jr.
- ----------------------------------------
Robert E. Naylor, Jr., Director Date: November 29, 1995
/S/Robert L. Yohe
- ----------------------------------------
Robert L. Yohe, Director Date: November 29, 1995
/S/Merril L. Stott
- ----------------------------------------
Merril L. Stott, Director Date: November 29, 1995
<PAGE>
<PAGE>
<PAGE> 15
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.
Our report refers to the retroactive adoption in 1994 of the provisions of the
Financial Accounting Standards Board's Statement of Financial Accounting
Standard No. 109 "Accounting for Income Taxes."
KPMG Peat Marwick LLP
Philadelphia, Pennsylvania
November 28, 1995
<PAGE>
