<PAGE>
<PAGE> 1 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
Form 10-K/A1
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 1995
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _______
Commission File No. 1-9344
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.)
5 Radnor Corporate Center, Suite 550
100 Matsonford Road, Radnor, Pennsylvania 19087-4579
(Address of principal executive offices) (Zip Code)
(610) 687-5253
(Registrant's telephone number, including area code)
Securities Registered Pursuant to Section 12 (b) of the Act:
Name of Each Exchange
Title of Each Class on Which Registered
______________________________________ _____________________
Common Stock, par value $.01 per share New York Stock Exchange
Securities registered pursuant to Section 12 (g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. YES X NO
_________ ________
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
The aggregate market value of the 26,086,772 shares of voting stock held
by non-affiliates of the registrant on May 22, 1995 was $694.6 million. For
purposes of this calculation only executive officers and directors were deemed
to be affiliates.
The number of shares of Common Stock outstanding as of May 22, 1995 was
30,784,645.
DOCUMENTS INCORPORATED BY REFERENCE
The Company's Proxy Statement for the Annual Meeting of Stockholders to
be held August 7, 1995 is partially incorporated by reference into Part III.
Those portions of the Proxy Statement included in response to Item 402(k) and
Item 402(l) of Regulation S-K are not incorporated by reference into Part III.
<PAGE> 2
The Registrant hereby amends its Annual Report on Form 10-K for the
fiscal year ended March 31, 1995 for the purpose of filing, in accordance with
Rule 15d-21 promulgated under the Securities Exchange Act of 1934, Exhibit
23.2, Consent of Independent Accountants, and Exhibit 99.2 containing
information, financial statements and exhibits required by Form 11-K with
respect to the Registrant's 1994 Employee Stock Purchase Plan.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a)(1) and (2):
The response to this portion of Item 14 is submitted as a separate section of
this report beginning on page F-1. All other schedules have been omitted as
inapplicable, or not required, or because the required information is included
in the Consolidated Financial Statements or notes thereto.
(a)(3) Exhibits. The exhibits required to be filed as part of this annual
report on Form 10-K are listed in the attached Index to Exhibits.
(b) Reports on Form 8-K.
None.
(c) Index to Exhibits and Exhibits filed as a part of this report.
2.1 Acquisition of certain operations of The BOC Group, Inc. on February 8,
1994. (Incorporated by reference to the Company's Current Report, dated
February 17, 1994, filed on Form 8-K).
3.1 Certificate of Incorporation of the Company, as amended. (Incorporated
by reference to Exhibit 3.1 to the Company's June 30, 1987 Quarterly
Report on Form 10-Q).
3.2 By-Laws of the Company, as amended. (Incorporated by reference to Exhibit
3.2 to the Company's June 30, 1987 Quarterly Report on Form 10-Q).
3.3 Amendments to the Certificate of Incorporation of the Company dated
August 13, 1987, November 20, 1989 and August 3, 1994.
4.1 Sixth Amended and Restated Loan Agreement dated August 30, 1994 between
Airgas, Inc. and certain banks and NationsBank of North Carolina, N.A.
($250,000,000 credit facility).
4.2 Amendment No. 1 to the Sixth Amended and Restated Loan Agreement dated as
of November 8, 1994 between Airgas, Inc. and certain banks and
NationsBank of North Carolina, N.A.
4.3 Loan Agreement dated November 8, 1994 between Airgas, Inc. and certain
banks and Nationsbank of North Carolina, N.A. ($100,000,000 credit
facility).
<PAGE> 3
There are no other instruments with respect to long-term debt of the
Company that involve indebtedness or securities authorized thereunder
exceeding 10 percent of the total assets of the Company and its
subsidiaries on a consolidated basis. The Company agrees to file a copy
of any instrument or agreement defining the rights of holders of long-
term debt of the Company upon request of the Securities and Exchange
Commission.
* 10.1 Agreement between the Company and Peter McCausland, dated January 8,
1991, and form of Common Stock Purchase Warrant. (Incorporated by
reference to Exhibit 10.16 to the Company's March 31, 1992 report on
Form 10-K).
* 10.2 Common Stock Purchase Warrant held by Britton H. Murdoch and certain
other employees and other persons (Pursuant to Instruction 2 to Item
601 of Regulation S-K, the Common Stock Purchase Warrants, which are
substantially identical in all material respects except as to the
parties thereto, held by certain employees, including the following
Executive Officers and a Director, and other persons are not being
filed: Hermann Knieling, Kenneth A. Keeley, Alfred B. Crichton, Gordon
L. Keen, Jr., William Sanford, Scott Melman and Ronald Beebe and a
Director, Merril Stott). (Incorporated by reference to Exhibit 10.17
to the Company's March 31, 1993 report on Form 10-K).
* 10.3 Amended and Restated 1984 Stock Option Plan. (Incorporated by
reference to Exhibit "A" to Exhibit 10.6 to the Company's March 31,
1992 report on Form 10-K).
* 10.4 Amendment to the Amended and Restated 1984 Stock Option Plan.
(Incorporated by reference to exhibit 10.18 to the Company's March 31,
1993 report on Form 10-K).
* 10.5 1989 Non-Qualified Stock Option Plan for Directors (Non-Employees), as
amended. (Incorporated by reference to Exhibit 10.7 to the Company's
March 31, 1992 report on Form 10-K).
* 10.6 1994 Employee Stock Purchase Plan. (Incorporated by reference to
exhibit 10.19 to the Company's March 31, 1993 report on Form 10-K).
10.7 Amended and Restated Joint Venture Agreement dated March 31, 1992
between American Carbide and Carbon Corporation and Elkem Metals
Company. (Incorporated by reference to Exhibit 10.5 to the Company's
March 31, 1992 report on Form 10-K).
* 10.8 Exchange Rights Agreement dated October 1, 1989 between the Company
and John Smith (Pursuant to Instruction 2 to Item 601 of Regulation
S-K, the Exchange Rights Agreements, which are substantially identical
in all material respects except as to the parties thereto, between the
Company and the following individuals are not being filed: Alfred B.
Crichton, Rudi Endres, Ronald W. Savage, Mark A. Straka, William E.
Sanford, E. Pat Baker, Kenneth A. Keeley, Kenneth D. Morrison, Richard
W. Johnson, Thomas J. Bennett, Hermann Knieling and John Musselman).
(Incorporated by reference to Exhibit 10.13 to the Company's March 31,
1992 report on Form 10-K).
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* 10.9 First Amendment to Exchange Rights Agreement dated April 30, 1992
between the Company and John Smith (Pursuant to Instruction 2 to Item
601 of Regulation S-K, the First Amendments, which are substantially
identical in all material respects except as to the parties thereto,
between the Company and the following individuals are not being filed:
Alfred B. Crichton, Rudi Endres, Ronald W. Savage, Mark A. Straka,
William E. Sanford, E. Pat Baker, Kenneth A. Keeley, Kenneth D.
Morrison, Richard W. Johnson, Thomas J. Bennett, Hermann Knieling and
John Musselman). (Incorporated by reference to Exhibit 10.14 to the
Company's March 31, 1992 report on Form 10-K).
* 10.10 Amended and Restated Exchange Rights Agreement between the Company and
Ronald E. Arnold (Pursuant to Instruction 2 to Item 601 of Regulation
S-K, the Amended and Restated Exchange Rights Agreements, which are
substantially identical in all material respects except as to the
parties thereto, between the Company and the following individuals are
not being filed: John T. Winn, Dennis B. Lee, Howard E. Wolfe, Charles
Graves, I.C. Fortenberry, Henry B. Coker, Ronald B. Rush, William V.
Accuosti, Dan L. Tatro, Theodore D. Erkenbrack, Geoffrey C. Pulford,
Dale E. Hess, Jeff Allen and Barry W. Himes). (Incorporated by
reference to Exhibit 10.15 to the Company's March 31, 1993 report on
Form 10-K).
* 10.11 First Amendment to Amended and Restated Exchange Rights Agreement
between the Company and John T. Winn (Pursuant to Instruction 2 to
Item 601 of Regulation S-K, the First Amendment to the Amended and
Restated Exchange Rights Agreements, which are substantially identical
in all material respects except as to the parties thereto, between the
Company and the following individuals are not being filed: I.C.
Fortenberry, Hermann Knieling, William E. Sanford, Rudi Endres and
Kenneth D. Morrison). (Incorporated by reference to Exhibit 10.11 to
the Company's March 31, 1994 report on Form 10-K).
* 10.12 Second Amendment to Amended and Restated Exchange Rights Agreement
between the Company and Mark Straka (Pursuant to Instruction 2 to Item
601 of Regulation S-K, the Second Amendment to the Amended and
Restated Exchange Rights Agreement, which are substantially identical
in all material respects except as to the parties thereto, between the
Company and the following individuals are not being filed: Rudi
Endres, Alfred B. Crichton and E. Pat Baker). (Incorporated by
reference to Exhibit 10.12 to the Company's March 31, 1994 report on
Form 10-K).
* 10.13 Amendment dated as of April 13, 1994 to the Amended and Restated 1984
Stock Option Plan. (Incorporated by reference to Exhibit 10.13 to the
Company's March 31, 1994 report on Form 10-K).
(11) Statement re: computation of earnings per share.
(21) Subsidiaries of the Company.
(23.1) Consent of KPMG Peat Marwick LLP.
(23.2) Consent of KPMG Peat Marwick LLP.
(23.3) Consent of KPMG Peat Marwick LLP (to be filed by amendment).
(99.1) Form 11-K for the Registrant's 401(K) Plan (to be filed by amendment).
(99.2) Form 11-K for the Registrant's Employee Stock Purchase Plan.
_____________
* A management contract or compensatory plan required to be filed by Item
14(c) of this Report.
<PAGE> 5
Signatures
__________
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
Airgas, Inc.
Date: March 14, 1996 By: /s/ Britton H. Murdoch
_________________________
Vice President - Finance
Chief Financial Officer
<PAGE> 6
Exhibit Index
Exhibit
23.2 Consent of KPMG Peat Marwick LLP.
99.2 Annual Report on Form 11-K with respect to the
Airgas, Inc. 1994 Employee Stock Purchase Plan.
<PAGE>
<PAGE> 7
EXHIBIT 23.2
Consent of Independent Auditors
The Board of Directors
Airgas, Inc.
We consent to incorporation by reference in the registration statement (No.
33-64114) on Form S-8 of Airgas, Inc. of our report dated February 16, 1996
relating to the statement of financial position of the Airgas, Inc. 1994
Employee Stock Purchase Plan as of December 31, 1995 and 1994, and the related
statement of changes in participants' equity for each of the years in the two-
year period ended December 31, 1995 which report is included in the December
31, 1995 Annual Report on Form 11-K of the Airgas, Inc. 1994 Employee Stock
Purchase Plan.
KPMG Peat Marwick LLP
Philadelphia, Pennsylvania
March 11, 1996
<PAGE>
<PAGE> 8
EXHIBIT 99.1
FORM 11-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[ x ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ________ to _______
Commission file numbers 33-64114
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
1994 Employee Stock Purchase Plan
B. Name of the issuer of the securities held pursuant to the plan and the
address of its principal executive office:
Airgas, Inc.
100 Matsonford Road
5 Radnor Corporate Center
Suite 550
Radnor, PA 19087
<PAGE> 9
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Nominating and Compensation Committee of the
Airgas, Inc. Board of Directors:
We have audited the accompanying statements of financial position of the
Airgas, Inc. 1994 Employee Stock Purchase Plan (the "Plan") as of December 31,
1995 and 1994 and the related statements of changes in participants' equity
for each of the years in the two-year period then ended. These financial
statements are the responsibility of the Plan's administrator. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits 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 the Plan's administrator, as well as evaluating the overall
financial statement presentation. We believe that our audits provides 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 the Plan as of December 31,
1995 and 1994 and the changes in its participants' equity for the years then
ended, in conformity with generally accepted accounting principles.
Philadelphia, Pennsylvania
February 16, 1996
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AIRGAS, INC.
1994 EMPLOYEE STOCK PURCHASE PLAN
STATEMENT OF FINANCIAL POSITION
December 31, 1995 and 1994
ASSETS 1995 1994
____ ____
Participants' payroll deductions
receivable from Airgas, Inc. $18,282 $18,636
====== ======
PARTICIPANTS' EQUITY
Participants' Equity $18,282 $18,636
====== ======
The accompanying notes are an integral part of these financial statements.
<PAGE> 11
AIRGAS, INC.
1994 EMPLOYEE STOCK PURCHASE PLAN
STATEMENT OF CHANGES IN PARTICIPANTS' EQUITY
Years Ended December 31, 1995 and 1994
1995 1994
____ ____
Increase (decrease) during year:
Participants' payroll deductions $3,223,172 $2,520,618
Cost of 176,120 shares in 1995 and
138,481 in 1994 of common stock
of Airgas, Inc. issued to participants
under the terms of the Plan (including
$5,652 in 1995 and $5,224 in 1994 in
cash distributed for fractional shares) (3,223,526) (2,501,982)
_________ _________
Net change in participants' equity (354) 18,636
Balance at beginning of year 18,636 -
_________ _________
Balance at end of year $ 18,282 $ 18,636
========= =========
The accompanying notes are an integral part of these financial statements.
<PAGE> 12
Airgas, Inc.
1994 Employee Stock Purchase Plan
Notes to Financial Statements
December 31, 1995 and 1994
(1) Description of the Plan
The following description of the Airgas, Inc. 1994 Employee Stock Purchase
Plan (the Plan) provides general information only. Participants should refer
to the Plan prospectus for more complete information.
General
The purpose of the Plan is to encourage and assist employees of Airgas, Inc.
(the Company) and its subsidiaries, by giving them the opportunity to acquire
an equity interest in the Company through the purchase of shares of the
Company's Common Stock at a discount. The enrollment date discount is
generally 15% of the closing price of the Common Stock at the date of
enrollment. The Plan was adopted by the Board of Directors in May 1993 and
was submitted for approval by the stockholders of the Company in July 1993. A
maximum of one million (1,000,000) shares of Common Stock may be purchased
under the Plan.
(2) Purchase and Distribution of Shares
Purchases are made by the Plan quarterly, and the shares purchased are
deposited into a brokerage firm account maintained for the participants. The
Common Stock is purchased at a price equal to the lower of: the discount
percentage of the closing price of the Common Stock on the New York Stock
Exchange on the participant's enrollment date; or the discount percentage of
the closing price of the Common Stock on the New York Stock Exchange on the
purchase date.
(3) Participants' Payroll Deductions
Participants' payroll deductions receivable from Airgas, Inc. represents
deductions which are less than the cost of one share of common stock that will
be carried forward for use in purchasing shares on the next quarterly purchase
date.
(4) Administrative Expenses of the Plan
All administrative expenses of the Plan are paid by the Company.
(5) Federal Income Tax
The Plan is intended to qualify as an "employee stock purchase plan" under
Section 421 and 423 of the Internal Revenue Code of 1986. Under existing
federal income tax laws, the Plan is not subject to federal income tax. When
any shares of stock are sold by a participant, any gain or loss must be
recognized by that participant.
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SIGNATURES
__________
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Plan Administrator has duly caused this annual report to be signed on its
behalf by the undersigned hereunto duly authorized.
1994 EMPLOYEE STOCK PURCHASE PLAN,
BY: Nominating and Compensation Committee
of the Airgas, Inc. Board of Directors
as Plan Administrator
/s/ John A.H. Shober
___________________________
John A. H. Shober
___________________________
W. Thacher Brown
/s/ James M. Hoak, Jr.
___________________________
James M. Hoak, Jr.
DATED: March 14, 1996
______________
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