<PAGE>
<PAGE> 1
As filed with the Securities and Exchange Commission on April 6, 1995.
Registration No. 33-57893
______________________________________________________________________________
______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
AMENDMENT NO. 1 TO
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> 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 /
_____________
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed Proposed
Title of maximum maximum
each class Amount offering aggregate Amount of
of securities to be price per offering registration
to be registered registered share (1) price (1) fee
_______________ __________ _________ _________ ____________
<C> <C> <C> <C> <C>
Common Stock,
$.01 par value
per share 36,215 $26.125 $946,117 $296
<FN>
(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 March 31, 1995 on the New York Stock
Exchange. The registration fee in the amount of $637 for the balance of
the shares was previously paid.
</TABLE>
_____________
<PAGE> 3
<TABLE>
AIRGAS, INC.
CROSS REFERENCE SHEET PURSUANT TO
ITEM 501(b) OF REGULATION S-K
<CAPTION>
Item No. Form S-3 Caption Prospectus Page or Caption
________ ________________ __________________________
<C> <C> <C>
1. Forepart of the Registration Facing Page; Cross Reference
Statement and Outside Front Sheet; Outside Front Cover Page
Cover Page of Prospectus
2. Inside Front and Outside Back Inside Front Cover Page; Outside
Cover Pages of Prospectus 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 be Incorporated by Reference from
Registered the Registrant's Registration
Statement on Form 8-A
10. Interests of Named Experts and Legal Matters
Counsel
11. Material Changes Not Applicable
12. Incorporation of Certain Incorporation by Reference
Information by Reference
13. Disclosure of Commission Position Not Applicable
on Indemnification for Securities
Act Liabilities
</TABLE>
<PAGE> 4
PROSPECTUS
__________
AIRGAS, INC.
116,337 Shares of Common Stock
Up to 116,337 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 may be issued by the Company to the
Selling Stockholders, pursuant to the acquisition of companies 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 April 4, 1995, as reported on
the New York Stock Exchange, was $26.375 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 April 7, 1995.
<PAGE> 5
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> 6
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, 1994;
(2) The Company's quarterly reports on Form 10-Q for the quarters ended
June 30, 1994, September 30, 1994, and December 31, 1994;
(3) All other reports filed with the Commission pursuant to Section
13(a) or 15(d) of the Exchange Act since March 31, 1994; and
(4) 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.
<PAGE> 7
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 believes that its industrial gas
distribution network is the largest industrial gas distribution system in
the United States. The Company's principal business strategy is to continue
to expand its industrial gas distribution network, primarily through an
aggressive 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 were formerly stockholders of Aerocare Home Medical Limited, which
subsequently changed its name to Airgas Ontario Inc. ("Ontario"), or Hobart
North Welding Supply, Inc. ("Hobart").
Six of the Selling Stockholders (the "Ontario Stockholders") were
formerly stockholders of Ontario, which was acquired by the Company on
December 29, 1993. Pursuant to the Share Purchase Agreement between the
Company and the Ontario Stockholders, the Ontario Stockholders may receive
contingent payments in 1995, 1996 and 1997 based on Ontario's performance
during the periods ending December 31, 1994, 1995 and 1996. The Selling
Stockholders may receive contingent payments aggregating up to Canadian
$2,400,000 payable in cash or the Company's Common Stock, at the stockholders'
election, with the stock payable at the rate of U.S. $22.50, $24.13 and $25.38
per share in 1995, 1996 and 1997, respectively.
Two of the Selling Stockholders (the "Hobart Stockholders") were formerly
stockholders of Hobart, which was acquired by the Company in May 1994.
Pursuant to the Agreement and Plan of Reorganization between the Company and
the Hobart Stockholders, the Hobart Stockholders received a total of 36,215
shares of the Company's Common Stock.
The purchase agreements between the Company and each of Ontario and
Hobart 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 obligations to register the
Shares for sale by the Selling Stockholders pursuant to the registration
rights provided under such agreements.
USE OF PROCEEDS
_______________
The Company will receive no proceeds from any sales of the Shares by the
Selling Stockholders.
<PAGE> 8
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.
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.
<PAGE> 9
SELLING STOCKHOLDERS
The following table sets forth certain information with respect to
beneficial ownership of the Company's Common Stock as of January 31, 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.
<TABLE>
<CAPTION> Number of Shares
Beneficially Shares Number of Shares
Owned Prior Being Beneficially Owned
Selling Stockholders to the Offering Offered (1) After the Offering (1)
____________________ ________________ _________ ____________________
<C> <C> <C> <C>
John W. Adams (2) 17,266 (3) 17,266 (3) -
Gordon B. Carmichael (4) 7,684 (3) 7,684 (3) -
Douglas B. DeVries (4) 17,266 (3) 17,266 (3) -
James B. Gibson (4) 17,266 (3) 17,266 (3) -
Lawrence R. Kuhnert (4) 17,266 (3) 17,266 (3) -
Geoffrey C. Pulford (5) 4,006 (3)(6)(7) 3,374 (3) 632 (6)(7)
Thomas N. Mors (8) 18,608 18,108 500
John A. Mors (9) 18,177 18,107 70
<FN>
(1) Assumes that the Selling Stockholders sell all of the Shares being
offered.
(2) Mr. Adams has served as a Director of Ontario since December 31,
1993 and prior thereto served as Chairman of the Board and a
director for a period in excess of three years ending on December
29, 1993.
(3) Includes the shares issuable in connection with the Company's
acquisition of Ontario, assuming the payment of the full amount of
the contingent payments aggregating Canadian $2,400,000 payable in
three installments of Canadian $800,000 on each of February 27,
1995, February 27, 1996 and February 27, 1997. The payments are
subject to reduction as provided in the purchase agreement in the
event that the operating profit (as defined in the agreement) of
Ontario fails to achieve certain levels specified in the agreement.
Since the contingent payments are payable in Canadian dollars and
the Company's Common Stock is issuable to the Selling Stockholders
at a rate based upon U.S. dollars, the number of shares issuable to
the Selling Stockholders will change with fluctuations in the
U.S./Canadian dollar exchange rate. For purposes of this table, the
number of shares issuable in 1995 is based upon the exchange rate of
Canadian $1.00 for U.S. $0.7103 on December 31, 1994, and the number
of shares issuable in 1996 and 1995 is calculated based upon an
assumed exchange rate of Canadian $1.00 for U.S. $0.85, which is
subject to adjustment based upon the actual exchange rate on
December 31, 1995 and 1996. The shares of the Company's Common
Stock are issuable at the rate of U.S. $22.50, $24.13 and $25.38 per
share in 1995, 1996 and 1997, respectively.
(4) The following persons held the positions in Ontario indicated below
for a period in excess of three years ending on December 29, 1993,
the date of acquisition of Ontario by the Company: Mr. Carmichael,
Secretary and a director; Mr. DeVries, Vice President and a
director; Mr. Gibson, President and a director; and Mr. Kuhnert,
Treasurer and a director.
<PAGE> 10
(5) Mr. Pulford has served as President of Ontario since December 29,
1993, and prior thereto served as Vice President and General Manager
for a period in excess of three years ending on December 29, 1993.
(6) Does not include shares of Airgas Common Stock which may be issued
to Mr. Pulford upon the exchange of Ontario shares acquired by Mr.
Pulford from the Company pursuant to an exchange rights agreement.
(7) Includes 500 shares issuable upon exercise of options.
(8) Mr. Thomas Mors served as Vice President of Hobart from July 1986 to
May 1994.
(9) Mr. John Mors served as President of Hobart from July 1986 to May
1994.
</TABLE>
The Company is not able to determine, at this time, the number of Shares
that ultimately will be issued upon the payment of the contingent payments to
the Ontario Stockholders, since that amount is based on the operating profit
of Ontario and on future exchange rates of the Canadian and U.S. dollars.
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, 21,010 shares of the Company's Common Stock and warrants to
purchase 33,500 shares of the Common Stock.
EXPERTS
_______
The consolidated financial statements and schedules of Airgas, Inc. as of
March 31, 1994 and 1993, and for each of the years in the three-year period
ended March 31, 1994, have been incorporated by reference herein and in the
registration statement in reliance upon the reports 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.
<PAGE> 11
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 AIRGAS, INC
solicitation of an offer to buy any
securities offered hereby in any
jurisdiction to any person to whom
it is not lawful to make any such
offer or solicitation in such 116,337 Shares of Common Stock
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. . . . . . . 4 PROSPECTUS
Plan of Distribution . . . . 5
Selling Stockholders . . . . 6 ___________________________
Legal Matters. . . . . . . . 7
Experts. . . . . . . . . . . 7 April 7, 1995
<PAGE> 12
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 . . . . . . . $ 933 *
NYSE Listing Fee . . . . . . . 1,500
Printing and Engraving . . . . 1,000
Accounting Fees. . . . . . . . 3,000
Legal Fees . . . . . . . . . . 10,000
Miscellaneous. . . . . . . . . 5,000
Total . . . . . . . . . . 21,433
______________________________
* 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> 13
ITEM 16. EXHIBITS.
[^] 5. Opinion and consent of McCausland, Keen & Buckman, counsel to the
Company.
23. Consent of KPMG Peat Marwick, LLP.
** 24. Power of Attorney (see signature page)
_______________________
** Previously filed
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;
(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.
<PAGE> 14
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> 15
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 April 5, 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
<PAGE> 16
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.
W. Thacher Brown*
______________________________
W. Thacher Brown, Director
Frank B. Foster*
______________________________
Frank B. Foster, III, Director
James M. Hoak, Jr.*
______________________________
James M. Hoak, Jr., Director
Erroll C. Sult*
______________________________
Erroll C. Sult, Director
Robert E. Naylor, Jr.*
______________________________
Robert E. Naylor, Jr., Director
Robert L. Yohe*
______________________________
Robert L. Yohe, Director
* Todd R. Craun, by signing his name hereto, does sign this Registration
Statement on behalf of each of the indicated directors of the
Registrant, pursuant to powers of attorney executed by each of such
directors and filed with the Securities and Exchange Commission, on the
date indicated.
/S/Todd R. Craun Date: April 5, 1995
______________________________
Todd R. Craun, Attorney-in-Fact
<PAGE>
<PAGE> 17
Consent of Independent Auditors
_______________________________
The Board of Directors
Airgas, Inc.:
We consent to the use of our reports incorporated herein by reference and to
the reference to our firm under the heading "Experts" in the prospectus.
/S/ KPMG Peat Marwick, LLP
Philadelphia, Pennsylvania
April 3, 1995
<PAGE>
<PAGE> 19
April 5, 1995
VIA FEDERAL EXPRESS
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Airgas, Inc.
SEC File No. 33-57893
_____________________
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 was filed with the Securities and Exchange
Commission on March 1, 1995 and amended 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 116,337 shares of the Company's Common
Stock, par value $.01 per share (the "Shares"), issued or issuable to the
Selling Stockholders. Of the total number of Shares covered by the
Registration Statement, 61,579 Shares have been issued by the Company, and the
balance of up to 54,758 Shares are issuable to six of the Selling Stockholders
(the "Ontario Stockholders") in connection with contingent payments which are
payable in 1996 and 1997 pursuant to a Share Purchase Agreement between the
Company and the Ontario Stockholders (the "Agreement").
We have examined the Registration Statement, including the exhibits
thereto, the Company's Certificate of Incorporation, as amended, the Company's
By-Laws, as amended, the minutes of actions taken by the Board of Directors of
the Company and such other instruments as we deemed necessary for the opinions
rendered herein. 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:
1. The 61,579 Shares that have been issued are validly issued, fully paid
and non-assessable.
2. The 54,758 Shares that are issuable under the terms of the Agreement,
when issued in accordance with the terms of the Agreement, will be
validly issued, fully paid and non-assessable.
<PAGE> 20
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
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