<PAGE>
<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of
the Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
August 22, 1996
AIRGAS, INC.
______________________________________________________
(Exact name of registrant as specified in its charter)
Delaware 1-9344 56-0732648
_______________ _______________________ _____________
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification
incorporation) No.)
100 Matsonford Road, Suite 550
Radnor, PA 19087
_______________________________________
(Address of principal executive offices)
Registrant's telephone number, including area code: (610) 687-5253
_______________
<PAGE> 2
Item 5. Other Events.
____________
From April 1, 1996 through August 1, 1996, the Registrant has acquired twelve
individually insignificant businesses. The Registrant is filing this current
report on Form 8-K in order to provide audited financial statements and pro
forma information for one individually insignificant business acquisition in
accordance with Regulation S-X, Rule 3-05(b)(1)(i), although such
acquisitions, in the aggregate, do not exceed 20% of any of the conditions set
forth in Rule 1-02(w).
Effective April 1, 1996, Airgas Safety, Inc., a 95% owned subsidiary of U.S.
Airgas, Inc., a wholly-owned subsidiary of the Registrant, purchased
substantially all of the assets of IPCO Safety Products Company, Inc. ("IPCO")
for $34 million plus the assumption of certain liabilities. In addition, $1
million was paid to IPCO's shareholder in connection with entering into a non-
competition and confidentiality agreement.
The acquisition was financed using the Registrant's revolving credit
facilities with NationsBank of North Carolina, N.A. and the assumption of
certain liabilities.
At the time of the acquisition described above, the aforementioned business
was engaged in the distribution of safety, industrial and environmental
supplies. The Registrant intends to continue to use the acquired assets in
its recently formed Industrial Distribution Division.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
__________________________________________________________________
(a) Financial Statements
1. Audited balance sheet of IPCO Safety Products Company as of December
31, 1995 and 1994 and the related statements of income, shareholder's
equity and cash flows for the years then ended.
(b) Pro Forma Financial Information
The table on page four sets forth selected pro forma operating data of
the Registrant for the year ended March 31, 1996 as if the IPCO
acquisition had been consummated on April 1, 1995.
(c) Exhibits.
23.1 Consent of Arthur Andersen LLP
<PAGE> 3
Signatures
__________
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AIRGAS, INC.
BY: /s/Gordon L. Keen, Jr.
_____________________
Gordon L. Keen, Jr.
Vice President-
Corporate Development
DATED: August 22, 1996
<PAGE> 4
AIRGAS, INC.
UNAUDITED PRO FORMA FINANCIAL INFORMATION
(DOLLARS IN THOUSANDS, EXCEPT
FOR PER SHARE AMOUNTS)
Year Ended March 31, 1996
_______________________________________________
IPCO Safety
Products
Airgas, Inc. Company Pro Forma
(Historical) (Historical) Adjustments Note Pro
Operating Data (Note 1) (Note 1) (Note 2) Ref. Forma
________________ ___________ __________ __________ ____ ______
Net Sales $838,144 $53,576 $ - $891,720
Cost of Products Sold
(Excluding Depreciation
and Amortization) 419,491 43,044 - 462,535
Selling, Distribution
& Administrative Expenses 279,906 8,167 288,073
Depreciation & Amortization 45,762 230 589 a 46,581
______ _____ ______ _______
Total Costs & Expenses 745,159 51,441 589 797,189
______ ______ ______ _______
Operating Income 92,985 2,135 (589) 94,531
Interest Expense, Net (24,862) (544) (1,650) b (27,056)
Other Income, Net 782 (59) - 723
Minority Interest (663) - - (663)
______ _____ ______ _______
Earnings Before Income
Taxes 68,242 1,532 (2,239) 67,535
Income Taxes 28,522 - (275) c 28,247
______ _____ ______ _______
Net Earnings $39,720 $1,532 $(1,964) $ 39,288
====== ===== ===== =======
Earnings Per Share (3) $ .60 $ .59
====== =======
Weighted Average Shares 66,215 66,215
====== =======
Notes:
(1) Includes unaudited compiled financial data for the twelve months ended
March 31, 1996.
(2) See page 5 for explanation of pro forma adjustments.
(3) See earnings per share calculations on page 6.
<PAGE> 5
(a) Depreciation and amortization expense has been increased by $589. The
adjustment was made to reflect the purchase accounting adjustments related
to the acquired fixed assets, goodwill and non-competition agreement.
(b) The pro forma interest expense adjustment of $1,650 reflects the debt
incurred in financing the acquisition at the Registrant's effective
interest rate.
(c) Income tax effect of pro forma adjustments at the Registrant's marginal
tax rate. IPCO was previously taxed under Subchapter S of the Internal
Revenue Code.
<PAGE>
<PAGE> 6
AIRGAS, INC.
EARNINGS PER SHARE CALCULATIONS
(DOLLARS IN THOUSANDS, EXCEPT
FOR PER SHARE AMOUNTS)
Year Ended
March 31, 1996
Adjustment of Weighted Average
Shares Outstanding Historical Pro Forma
______________________________ ___________ _________
Shares of Common Stock
Outstanding - Weighted 62,821 62,821
Net Common Stock Equivalents 3,394 3,394
______ ______
Adjusted Shares Outstanding 66,215 66,215
====== ======
Net Earnings $39,720 $39,288
====== ======
Earnings Per Share $ .60 $ .59
====== ======
Earnings per share amounts were determined using the treasury stock method.
This method assumes the exercise of all dilutive outstanding options and
warrants and the use of the aggregate proceeds therefrom to acquire the
Registrant's outstanding common stock. Net earnings were divided by the
average number of shares outstanding adjusted for the assumed exercise of the
options and warrants outstanding and repurchase of common stock to calculate
per share amounts.
<PAGE>
<PAGE> 7
IPCO SAFETY PRODUCTS COMPANY
OF PENNSYLVANIA, INC. AND AFFILIATES
COMBINED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1995 AND 1994
TOGETHER WITH AUDITORS' REPORT<PAGE>
<PAGE> 8
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors of IPCO Safety Products
Company of Pennsylvania, Inc.:
We have audited the accompanying combined balance sheet of IPCO Safety
Products Company of Pennsylvania, Inc. (a Pennsylvania corporation) and
Affiliates, identified in Note 1, as of December 31, 1995 and 1994, and the
related combined statements of income, shareholder's equity and cash flows for
the years then ended. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of IPCO Safety Products Company
of Pennsylvania, Inc. and Affiliates as of December 31, 1995 and 1994, and the
results of their operations and their cash flows for the years then ended in
conformity with generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Philadelphia, Pa.,
May 22, 1996
<PAGE>
<PAGE> 9
IPCO SAFETY PRODUCTS COMPANY OF PENNSYLVANIA, INC. AND AFFILIATES
COMBINED BALANCE SHEETS
December 31
------------------------------
ASSETS 1995 1994
______ ____ ____
CURRENT ASSETS:
Cash $54,843 $76,564
Accounts receivable, net of allowance
for doubtful accounts of $66,763
and $50,342 6,445,820 6,113,664
Inventories 4,959,876 5,440,917
Prepaid expenses and other current assets 194,954 393,799
__________ __________
Total current assets 11,655,493 12,024,944
PROPERTY AND EQUIPMENT, net 516,608 628,660
INTANGIBLE ASSETS, net of accumulated
amortization of $41,219 and $12,124 104,258 133,353
__________ __________
$12,276,359 $12,786,957
========== ==========
LIABILITIES AND SHAREHOLDER'S EQUITY
____________________________________
CURRENT LIABILITIES:
Notes payable to bank $4,639,522 $4,583,247
Current portion of long-term debt 9,189 30,404
Accounts payable 1,778,739 1,935,151
Accrued expenses 335,340 223,748
__________ __________
Total current liabilities 6,762,790 6,772,550
__________ __________
LONG-TERM DEBT, net of current portion 2,097,311 2,408,368
__________ __________
SUBORDINATED SHAREHOLDER NOTES PAYABLE 2,740,000 2,740,000
__________ __________
COMMITMENTS (Note 8)
SHAREHOLDER'S EQUITY:
Common stock 15,500 15,400
Additional paid-in capital 206,135 206,135
Retained earnings 545,623 735,504
__________ __________
767,258 957,039
Less: Treasury stock, at cost (91,000) (91,000)
__________ __________
Total shareholders' equity 676,258 866,039
__________ __________
$12,276,359 $12,786,957
========== ==========
The accompanying notes are an integral part of these statements.
<PAGE> 10
IPCO SAFETY PRODUCTS COMPANY OF PENNSYLVANIA, INC. AND AFFILIATES
COMBINED STATEMENTS OF INCOME
Year Ended
December 31
----------------------------
1995 1994
____ ____
NET SALES $53,064,097 $45,573,207
COST OF GOODS SOLD 42,828,998 37,121,475
__________ __________
Gross profit 10,235,099 8,451,732
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 8,264,879 7,902,350
DEPRECIATION AND AMORTIZATION 236,533 177,561
__________ __________
Operating income 1,733,687 371,821
__________ __________
OTHER EXPENSES:
Interest 561,685 333,337
Miscellaneous 77,304 32,662
__________ __________
638,989 365,999
__________ __________
NET INCOME $1,094,698 $5,822
========== ==========
The accompanying notes are an integral part of these statements.
<PAGE>
<PAGE> 11
IPCO SAFETY PRODUCTS COMPANY OF PENNSYLVANIA, INC. AND AFFILIATES
COMBINED STATEMENTS OF SHAREHOLDER'S EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994
Additional
Common Paid-In Retained Treasury
Stock Capital Earnings Stock Total
_____ _______ ________ ________ ______
BALANCE, JANUARY 1, 1994 $15,200 $206,135 $729,682 $(91,000) $860,017
Issuance of common stock 200 - - - 200
Net income - - 5,822 - 5,822
______ _______ _________ _______ _________
BALANCE, DECEMBER 31, 1994 15,400 206,135 735,504 (91,000) 866,039
Issuance of common stock 100 - - - 100
Cash distributions - - (1,284,579) - (1,284,579)
Net income - - 1,094,698 - 1,094,698
______ _______ _________ _______ _________
BALANCE, DECEMBER 31, 1995 $15,500 $206,135 $545,623 $(91,000) $676,258
====== ======= ========= ======= =========
The accompanying notes are an integral part of these statements.
<PAGE>
<PAGE> 12
IPCO SAFETY PRODUCTS COMPANY OF PENNSYLVANIA, INC. AND AFFILIATES
COMBINED STATEMENTS OF CASH FLOWS
Year Ended December 31
-------------------------
1995 1994
____ ____
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $1,094,698 $5,822
Adjustments to reconcile net income to
net cash provided by (used in) operating activities-
Depreciation and amortization 236,533 177,561
Loss on sale of property and equipment 56,222 22,597
Provision for bad debts 66,763 16,342
Changes in assets and liabilities, net of the
effects of the purchase of Pacific Safety
Equipment Company-
Decrease (increase) in-
Accounts receivable (398,919) (723,889)
Inventories 481,041 (1,171,299)
Prepaid expenses and other current assets 198,845 (61,983)
Increase (decrease) in-
Accounts payable (156,412) (17,617)
Accrued expenses 111,592 99,089
_________ _________
Net cash provided by (used in) operating activities 1,690,363 (1,653,377)
_________ _________
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of Pacific Safety Equipment Company - (86,791)
Purchases of property and equipment (164,108) (484,438)
Proceeds from sale of property and equipment 12,500 14,000
_________ _________
Net cash used in investing activities (151,608) (557,229)
_________ _________
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock 100 200
Net borrowings under note payable, bank 56,275 2,293,697
Principal payments on long-term debt (332,272) (11,760)
Cash distributions (1,284,579) -
_________ _________
Net cash (used in) provided by financing activities (1,560,476) 2,282,137
_________ _________
NET INCREASE (DECREASE) IN CASH (21,721) 71,531
CASH, BEGINNING OF YEAR 76,564 5,033
_________ _________
CASH, END OF YEAR $54,843 $76,564
========= =========
SUPPLEMENTAL INFORMATION:
Cash paid for interest $540,067 $314,369
========= =========
Purchase of the net assets of Pacific Safety
Equipment Company-
Fair value of assets acquired $ - $488,686
Transaction costs - 86,791
Notes payable to sellers - (430,000)
Cash paid for transaction costs - (86,791)
_________ _________
Goodwill $ - $58,686
========= =========
The accompanying notes are an integral part of these statements.
<PAGE> 13
IPCO SAFETY PRODUCTS COMPANY OF PENNSYLVANIA, INC. AND AFFILIATES
NOTES TO COMBINED FINANCIAL STATEMENTS
DECEMBER 31, 1995 AND 1994
1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Business
IPCO Safety Products Company of Pennsylvania, Inc. and Affiliates (the
Company) are wholesale distributors of safety, industrial hygiene and
environmental clean-up supplies and equipment.
The principal business activities of the Company are carried out by the
following affiliated companies:
IPCO Safety Products Company of Pennsylvania, Inc. (IPCO-PA)
IPCO Safety Products Company of Georgia, Inc. (IPCO-GA)
IPCO Safety Products Company of California, Inc. (IPCO-CA)
IPCO Safety Products Company of Ohio, Inc. (IPCO-OH)
Principles of Combination
The combined financial statements include the accounts of IPCO-PA, IPCO-GA and
IPCO-CA. All intercompany accounts and transactions have been eliminated in
combination. The combined financial statements include the results of
operations for IPCO-CA for the period from July 25, 1994 (inception) through
December 31, 1994. IPCO-OH was established in December 1995. Its operations
began in 1996. The combined financial statements include IPCO-OH for 1995.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Inventories
Inventories consist entirely of finished goods. Inventories are stated at the
lower of cost or market, with cost determined by the last-in, first-out (LIFO)
method for IPCO-PA and the first-in, first-out (FIFO) method for IPCO-GA and
IPCO-CA.
If the first-in, first-out method had been used by IPCO-PA, inventories would
have been $251,533 and $273,497 higher than reported at December 31, 1995 and
1994, respectively.
Property and Equipment
Property and equipment are stated at cost. Depreciation and amortization are
provided using primarily accelerated methods over the estimated useful lives
of the related assets. Repairs and maintenance costs are charged to expense
as incurred.
<PAGE> 14
Intangible Assets
Intangible assets consist principally of the excess of cost over the fair
value of the net assets acquired (goodwill) related to the IPCO-CA acquisition
(see Note 2). Other intangible assets relate to organization costs of
IPCO-CA. Intangible assets are amortized using the straight-line method over
5 years.
Income Taxes
All of the affiliated companies are S corporations for federal and state
income tax purposes. Accordingly, federal and state income taxes have not
been provided because the income will be included in the shareholder's
individual income tax returns. Income taxes may result in future periods in
certain states and localities.
The affiliated companies report certain income and expense items for income
tax purposes on a basis different from that reflected in the accompanying
combined financial statements. The principal differences relate to
depreciation. If any of the S corporations' status were terminated,
deferred income taxes would need to be reflected in the accompanying combined
financial statements.
Reclassifications
Certain amounts included in the 1994 financial statements have been
reclassified to conform with the 1995 presentation.
2. ACQUISITION:
In July 1994, IPCO-CA was formed and acquired certain assets of Pacific Safety
Equipment Company (Pacific). The purchase price was $430,000, plus
transaction costs of $86,791 and was financed with a note payable to the
seller and existing cash. The Company entered into a noncompete agreement
with Pacific and its former owners. The excess of the purchase price over
the fair value of the assets acquired (goodwill) was $58,686.
3. PROPERTY AND EQUIPMENT:
Property and equipment consists of the following:
December 31
---------------------------- Estimated
1995 1994 Useful Lives
____ ____ ____________
Automotive equipment $75,345 $164,660 5 years
Computer equipment 359,332 323,793 5 years
Office equipment 406,744 397,874 7 years
Leasehold improvements 111,336 56,785 31.5 years
Warehouse equipment 153,916 88,767 7 years
_________ _________
1,106,673 1,031,879
Less: Accumulated
depreciation and
amortization (590,065) (403,219)
_________ _________
$ 516,608 $ 628,660
========= ========<PAGE>
<PAGE> 15
4. NOTES PAYABLE TO BANK:
At December 31, 1995, Notes Payable to Bank consisted of amounts outstanding
under a $6.5 million revolving line-of-credit facility (the New Revolver).
The New Revolver is due November 1997 and bears interest which is payable
monthly at the bank's National Commercial Rate (NCR) (8.5% at December 31,
1995). At the Company's option, up to $4 million may be termed out for
a two-year period with an interest rate, payable monthly, equal to the United
States Government T-bill rate (two-year term) plus 2.5%. Subsequent to
December 31, 1995, the New Revolver was paid off. Refer to Note 10.
The above described notes are governed by a Working Capital Loan and Security
Agreement (Credit Facility) dated November 1995. The Credit Facility is
secured by substantially all of the assets of the Company. The Credit
Facility also includes a $2 million term loan which is due July 1, 1998. (See
Note 5.)
The Credit Facility is subject to compliance by the Company with several
conditions and covenants which include, but are not limited to, maintaining
minimum levels of working capital, tangible net worth, tangible capital funds
and certain other financial ratios.
At December 31, 1994, Notes Payable to Bank consisted of amounts outstanding
under a $4.2 million revolving line-of-credit facility (Revolver). The
Revolver was due May 1996 with interest payable monthly at the bank's National
Commercial Rate (NCR) (8.5% at December 31, 1994) or at the London Interbank
Offered Rates (LIBOR) plus 1.9%, at the option of the Company.
In addition, at December 31, 1994, Notes Payable to Bank included $500,000
outstanding on a demand note. The demand note had interest payable monthly at
NCR plus .25%.
5. LONG-TERM DEBT:
December 31
---------------------------------
1995 1994
____ ____
7% term loan payable to bank, interest only
payable monthly; due July 1, 1998
(see Note 4) $ 2,000,000 $2,000,000
Note payable to seller (see Note 2),
interest ranging from 6.5% to 7.5%; payable
in monthly principal and interest payments
of $1,405 through July, 2004; secured by
all assets of IPCO-CA 106,500 419,352
Other -- 19,420
_________ _________
Less- Current portion 2,106,500 2,438,772
(9,189) (30,404)
_________ _________
$2,097,311 $2,408,368
========= =========
<PAGE> 16
Long-term debt maturities at December 31, 1995, are as follows:
1996 $ 9,189
1997 9,902
1998 2,010,670
1999 11,499
2000 12,392
2001 and thereafter 52,848
_________
$2,106,500
=========
6. SUBORDINATED SHAREHOLDER NOTES PAYABLE:
The subordinated shareholder notes payable are noninterest bearing and are
subordinated to borrowings under the Credit Facility (see Notes 4 and 5).
During 1995, the subordinated notes payable obligation to one of the
shareholders was assumed by the remaining shareholder in connection with the
transaction discussed in Note 7. The remaining shareholder has waived the
demand option on these notes and extended the maturity date to beyond December
31, 1996.
7. SHAREHOLDER'S EQUITY:
Common stock at December 31, 1995 and 1994, consisted of the following:
December 31, 1995 IPCO-PA IPCO-GA IPCO-CA IPCO-OH Combined
_________________ _______ ________ _______ ________ ________
Par value None $1 $1 $1
Authorized 1,000 shares 1,000 shares 1,000 shares 1,000 shares
Issued 300 shares 200 shares 200 shares 100 shares
Treasury 100 shares None None None
Outstanding 200 shares 200 shares 200 shares 100 shares
Common Stock $15,000 $200 $200 $100 $15,500
December 31, 1994 IPCO-PA IPCO-GA IPCO-CA IPCO-OH Combined
_________________ _______ ________ _______ ________ ________
Par value None $1 $1 $-
Authorized 1,000 shares 1,000 shares 1,000 shares -
Issued 300 shares 200 shares 200 shares -
Treasury 100 shares None None -
Outstanding 200 shares 200 shares 200 shares -
Common Stock $15,000 $200 $200 $- $15,400
During 1995, one of the Company's shareholders acquired all of the issued and
outstanding shares of the Company previously owned by another shareholder. As
a condition to the stock purchase, the Company entered into a consulting and
non-compete agreement with the former shareholder.
<PAGE> 17
8. COMMITMENTS:
Operating Leases
At December 31, 1995, the Company was obligated under noncancelable operating
leases, including the related party lease discussed below, for warehouse
space, office equipment and transportation equipment. These leases expire at
various times through 2000 and require minimum rentals, subject to escalation,
as follows:
1996 $ 348,064
1997 318,694
1998 157,378
1999 157,378
2000 52,459
_________
$1,033,973
=========
Rent expense was $725,856 and $377,708 in 1995 and 1994, respectively.
The Company leases office and warehouse space at prices which, in the opinion
of management, approximates market rates from an entity which is owned by the
shareholder of the Company. Rent expense on this lease was $240,000 and
$90,000 in 1995 and 1994, respectively. This related party lease requires
minimum rental, as follows:
1995 $ 240,000
1996 240,000
1997 240,000
_______
$720,000
=======
Employment Agreement
The Company has entered into an employment agreement with its President. The
agreement provides for a base salary plus a bonus based on certain performance
criteria, as defined.
9. EMPLOYEE BENEFIT PLANS:
401(k) Plan
The Company maintains a 401(k) profit sharing plan covering substantially all
employees. Eligible employees may contribute up to 11.25% of annual
compensation to the Plan, subject to certain limitations, as defined. A
matching employer contribution may be made at the discretion of the employer.
Employee contributions vest immediately. Employer contributions vest over a
period of up to ten years, as defined. Employer contributions were $70,070
and $65,520 in 1995 and 1994, respectively.
<PAGE> 18
10. SUBSEQUENT EVENT:
In January 1996, the Company acquired substantially all of the assets of the
Spartan Glove Company, a specialty glove distributor located in a suburb of
Cincinnati, Ohio. The excess of the purchase price over the fair market value
of the net assets acquired (goodwill) totaled $7,000. In addition, a
non-compete payment of $20,000 was made to the former owner at closing.
In April 1996, substantially all of the assets of the Company were acquired by
Airgas, Inc. In connection with this transaction, the Credit Facility was
paid off in its entirety.
<PAGE>
<PAGE>
<PAGE> 19
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of
our report dated May 22, 1996 on the combined financial statements of IPCO
Safety Products Company of Pennsylvania, Inc. and Affiliates as of and for the
years ended December 31, 1995 and 1994 included in this Form 8-K of Airgas,
Inc., into Airgas, Inc.'s previously filed Form S-3 Registration Statements
File Nos. 33-39325, 33-39433, 33-48388, 33-57893, 33-61301, 33-61899,
33-63201,33-64633 and 33-08113, and Form S-8 Registration Statements File Nos.
33-21780, 33-25419, 33-33954, 33-64056, 33-64058, 33-64112 and 33-64114.
ARTHUR ANDERSEN LLP
Philadelphia, Pennsylvania
August 20, 1996
<PAGE>
