<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, 1997
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.)
259 Radnor-Chester Road, Suite 100
Radnor, Pennsylvania 19087
(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 57,075,279 shares of voting stock held
by non-affiliates of the registrant on May 30, 1997 was $970 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 30, 1997 was
66,818,522.
DOCUMENTS INCORPORATED BY REFERENCE
The Company's Proxy Statement for the Annual Meeting of Stockholders to
be held August 4, 1997 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, 1997 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 99.1 containing
information, financial statements and exhibits required by Form 11-K with
respect to the Registrant's 401(k) 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.
On January 24,1997, the Company filed a current report on Form 8-K to
announce, under Item 5, its earnings for the third quarter ended December 31,
1996.
On February 5, 1997, the Company filed a current report on Form 8-K, to
announce, under Item 5, that it named Thomas C. Deas, Jr., as its Chief
Financial Officer, effective February 24, 1997.
On March 18, 1997, the Company filed a current report on Form 8-K to
announce, under Item 5, certain organizational changes and management
appointments.
(c) Index to Exhibits and Exhibits filed as a part of this report.
3.1 Amended and Restated Certificate of Incorporation of Airgas, Inc.
dated as of August 7, 1995 (Incorporated by reference to Exhibit 3.1
to the Company's September 30, 1995 Quarterly Report on Form 10-Q).
3.2 Airgas, Inc. By-Laws Amended and Restated November 29, 1994.
(Incorporated by reference to Exhibit 3.2 to the Company's March 31,
1996 report on Form 10-K).
** 4.1 Eighth Amended and Restated Loan Agreement dated September 27, 1996
between Airgas, Inc. and certain banks and Nationsbank of North
Carolina, N.A. ($500,000,000 credit facility).
4.2 Indenture dated as of August 1, 1996 of Airgas, Inc. to Bank of New
York, Trustee. (Incorporated by reference to Exhibit 4.5 to the
Company's Registration Statement on Form S-4 No. 333-23651 dated
March 20, 1997).
4.3 Form of Airgas, Inc. Medium-Term Note (Fixed Rate). (Incorporated by
reference to Exhibit 4.6 to the Company's Registration Statement on
Form S-4 No. 333-23651 dated March 20, 1997).
<PAGE> 3
4.4 Form of Airgas, Inc. Medium-Term Note (Floating Rate). (Incorporated
by reference to Exhibit 4.7 to the Company's Registration Statement
on Form S-4 No. 333-23651 dated March 20, 1997).
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.
4.5 Form of Rights Agreement, dated as of August 1, 1988, between
Airgas, Inc. and The Philadelphia National Bank, which includes as
Exhibit A thereto the Form of Rights Certificate: (Incorporated by
reference to Exhibit (1) (2) to the Company's Form 8-A dated August
11, 1988.)
4.6 Rights Agreement, dated as of April 1, 1997, between Airgas, Inc.
and The Bank of New York, N.A., as Rights Agent, which includes as
Exhibit B thereto the Form of Right Certificate. (Incorporated by
reference to Exhibit 1.1 to the Company's Form 8-A filed on April
28, 1997.)
4.7 First Amendment to the Rights Agreement Dated as of August 1, 1988,
dated as of April 1, 1997, between Airgas, Inc. and The Bank of New
York. (Incorporated by reference to Exhibit 1.2 to the Company's
Form 8-A filed on April 28, 1997.)
* 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 Amended and Restated 1984 Stock Option Plan, as amended effective
May 22, 1995 (Incorporated by reference to Exhibit 10.1 to the
Company's September 30, 1995 Quarterly Report on Form 10-Q).
* 10.3 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).
* 10.4 Amendment to the 1989 Non-Qualified Stock Option Plan for Directors
(Non-Employees) as amended through August 7, 1995 (Incorporated by
reference to Exhibit 10.2 to the Company's September 30, 1995
Quarterly Report on Form 10-Q).
* 10.5 1994 Employee Stock Purchase Plan. (Incorporated by reference to
exhibit 10.19 to the Company's March 31, 1993 report on Form 10-K).
* 10.6 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).
* 10.7 Airgas, Inc. Management Incentive Plan (Incorporated by reference to
Exhibit 10.3 to the Company's September 30, 1995 Quarterly Report on
Form 10-Q).
<PAGE> 4
* 10.8 Joint Venture Agreement dated June 28, 1996 between Airgas, Inc. and
National Welders Supply Company, Inc. and J.A. Turner, III, and
Linerieux B. Turner and Molo Limited Partnership, Turner (1996)
Limited partnership, Charitable Remainder Unitrust for James A.
Turner, Jr. and Foundation for the Carolinas (Incorporated by
reference to Exhibit 2.1 to the Company's June 28, 1996 Report on
Form 8-K).
*/** 10.9 Letter dated July 24, 1992 between Airgas, Inc. (on behalf of
the Nominating and Compensation Committee) and Peter McCausland
regarding the severance agreement between the Company and Peter
McCausland.
**(11) Statement re: computation of earnings per share
**(21) Subsidiaries of the Company
**(23.1) Consent of KPMG Peat Marwick LLP (Form 10-K)
(23.2) Consent of KPMG Peat Marwick LLP (Form 11-K - 401(K) Plan)
(23.3) Consent of KPMG Peat Marwick LLP (to be filed by amendment - Employee
Stock Purchase Plan)
**(23.4) Consent of Arthur Andersen LLP
**(23.5) Report of Independent Public Accountants - Arthur Andersen LLP
**(27) Financial data schedule
(99.1) Form 11-K for the Registrant's 401(K) Plan
(99.2) Form 11-K for the Registrant's Employee Stock Purchase Plan (to be
filed by amendment)
_____________
* A management contract or compensatory plan required to be filed by Item
14(c) of this Report.
**Previously filed.
<PAGE>
<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: June 27, 1997 By: /s/ Thomas C. Deas, Jr.
_________________________
Vice President - Finance &
Chief Financial Officer
<PAGE> 6
Exhibit Index
Exhibit
23.2 Consent of KPMG Peat Marwick LLP.
99.1 Annual Report on Form 11-K with respect to the
Airgas, Inc. 401(k) 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 statements (Nos.
33-25419 and 33-64058) on Form S-8 of Airgas, Inc. of our report dated June
12, 1997 relating to the statements of net assets available for benefits of
Airgas, Inc. 401(k) Plan as of December 31, 1996 and 1995, the related
statements of changes in net assets available for benefits for each of the
years in the three-year period ended December 31, 1996 and the related
supplemental schedule of assets held for investment purposes and schedule of
reportable transactions as of December 31, 1996, which report is included in
the December 31, 1996 Annual Report on Form 11-K of Airgas, Inc. 401(k) Plan.
KPMG Peat Marwick LLP
Philadelphia, Pennsylvania
June 25, 1997
<PAGE>
<PAGE>
<PAGE> 8
EXHIBIT 99.1
FORM 11-K
UNITED STATES
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
For the fiscal year ended December 31, 1996
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: 33-25419 and 33-64058
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
Airgas, Inc. 401(k) Plan
B. Name of the issuer of the securities held pursuant to the plan and the
address of its principal executive office:
Airgas, Inc.
259 Radnor-Chester Road, Suite 100
Radnor, PA 19087
<PAGE> 9
REQUIRED INFORMATION
(1) Financial Statements:
The following financial statements, including Independent Auditors'
Report thereon of Airgas, Inc. 401(k) Plan are submitted herewith:
Statements of Net Assets Available for
Benefits as of December 31, 1996 and 1995
Statements of Changes in Net Assets Available for
Benefits for the three years ended December 31, 1996
Notes to Financial Statements
Item 27(a) - Schedule of Assets Held for Investment Purposes
Item 27(d) - Schedule of Reportable Transactions
The schedules for which provision is made in the applicable accounting
regulations of the Securities and Exchange Commission are included in the
aforementioned financial statements of the Airgas, Inc. 401(k) Plan.
Signatures
__________
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Plan Administrator has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
AIRGAS, INC. 401(k) PLAN
BY:/s/ 401(k) Plan Committee
_________________________
BY:/s/ Todd R. Craun
__________________________
Member of Plan Committee
DATED: June 27, 1997
<PAGE> 10
AIRGAS, INC. 401(k) PLAN
Financial Statements and
Supplementary Schedules
December 31, 1996 and 1995
(With Independent Auditors' Report Thereon)
<PAGE> 11
AIRGAS, INC. 401(k) PLAN
Table of Contents
December 31, 1996 and 1995
______________________________________________________________________________
Page
Independent Auditors' Report . . . . . . . . . . . . . . . . . . . 12
Financial Statements:
Statement of Net Assets Available for Benefits
as of December 31, 1996 . . . . . . . . . . . . . . . . . . . 13
Statement of Net Assets Available for Benefits
as of December 31, 1995 . . . . . . . . . . . . . . . . . . . 14
Statement of Changes in Net Assets Available for
Benefits, Year ended December 31, 1996 . . . . . . . . . . . 15
Statement of Changes in Net Assets Available for
Benefits, Year ended December 31, 1995 . . . . . . . . . . . 16
Statement of Changes in Net Assets Available for
Benefits, Year ended December 31, 1994 . . . . . . . . . . . 17
Notes to Financial Statements . . . . . . . . . . . . . . . . . . 18
Schedule
1 Item 27(a) - Schedule of Assets Held for Investment
Purposes . . . . . . . . . . . . . . . . . . . . . . 25
2 Item 27(d) - Schedule of Reportable Transactions . . . 26
<PAGE> 12
Independent Auditors' Report
The Plan Administrator
Airgas, Inc. 401(k) Plan:
We have audited the accompanying statements of net assets available for
benefits of the Airgas, Inc. 401(k) Plan as of December 31, 1996 and 1995, and
the related statements of changes in net assets available for benefits for
each of the years in the three-year period ended December 31, 1996. In
connection with our audits of the accompanying statements, we also have
audited the supplemental schedule of assets held for investment purposes
(Schedule 1) and the supplemental schedule of reportable transactions
(Schedule 2) as of and for the year ended December 31, 1996. These financial
statements and supplemental schedules are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements and supplemental schedules 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 net assets available for benefits of the Airgas,
Inc. 401(k) Plan at December 31, 1996 and 1995 and the changes in net assets
available for benefits for each of the years in the three-year period ended
December 31, 1996, in conformity with generally accepted accounting
principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets
held for investment purposes and reportable transactions as of and for the
year ended December 31, 1996 are presented for additional analysis and are not
a required part of the basic financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The supplemental schedules have been subjected to the auditing
procedures applied in the audits of the basic financial statements, and in our
opinion, are fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
Philadelphia, Pennsylvania KPMG Peat Marwick LLP
June 12, 1997
<PAGE> 13
<TABLE>
AIRGAS, INC. 401(k) PLAN
Statement of Net Assets Available for Benefits
December 31, 1996
<CAPTION> Vanguard
Fidelity Fidelity Airgas,Inc. Guaranteed Money
Magellan Puritan Common Investment Market Loan
Fund Fund Stock Contracts Account Fund Total
______________________________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C> <C>
Assets:
Investments (note 3) $12,358,950 7,406,370 45,051,490 14,072,118 895,667 - 79,784,595
Receivables:
Employee contributions - - - - 691,596 - 691,596
Employer contributions - - - - 187,379 - 187,379
_______________________________________________________________________________________________________
Total Receivables - - - - 878,975 - 878,975
Employee loans - - - - - 2,884,144 2,884,144
Cash and cash equivalent,
interest-bearing (note 4) 418,096 437,926 373,279 3,195,694 - - 4,424,995
_______________________________________________________________________________________________________
Total assets 12,777,046 7,844,296 45,424,769 17,267,812 1,774,642 2,884,144 87,972,709
_______________________________________________________________________________________________________
Benefits payable (123,165) (100,620) (1,076,515) (541,707) - - (1,842,007)
Interfund balances (478,497) (262,999) 1,044,232 (302,736) - - -
_______________________________________________________________________________________________________
Net assets available
for benefits $12,175,384 7,480,677 45,392,486 16,423,369 1,774,642 2,884,144 86,130,702
=======================================================================================================
<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>
<PAGE> 14
<TABLE>
AIRGAS, INC. 401(k) PLAN
Statement of Net Assets Available for Benefits
December 31, 1995
<CAPTION>
Fidelity Fidelity Airgas,Inc. Guaranteed
Magellan Puritan Common Investment Loan
Fund Fund Stock Contracts Fund Total
______________________________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C>
Assets:
Investments (note 3) $ 9,707,996 5,218,360 30,614,505 16,354,550 - 61,895,411
Accrued investment income 561,377 - - - - 561,377
Receivables:
Employee contributions 95,460 61,994 207,674 112,451 - 477,579
Employer contributions 28,105 18,160 64,248 36,649 - 147,162
______________________________________________________________________________________________________
Total Receivables 123,565 80,154 271,922 149,100 - 624,741
Employee loans - - - - 1,907,396 1,907,396
Cash and cash equivalent,
interest-bearing (note 4) 153,441 86,002 319,063 114,051 - 672,557
______________________________________________________________________________________________________
Total assets 10,546,379 5,384,516 31,205,490 16,617,701 1,907,396 65,661,482
______________________________________________________________________________________________________
Interfund balances (28,886) (8,785) (54,716) (57,113) 149,500 -
______________________________________________________________________________________________________
Net assets available
for benefits $10,517,493 5,375,731 31,150,774 16,560,588 2,056,896 65,661,482
======================================================================================================
<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>
<PAGE> 15
<TABLE>
AIRGAS, INC. 401(k) PLAN
Statement of Changes in Net Assets Available for Benefits
Year ended December 31, 1996
<CAPTION> Vanguard
Fidelity Fidelity Airgas,Inc. Guaranteed Money
Magellan Puritan Common Investment Market Loan
Fund Fund Stock Contracts Account Fund Total
______________________________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C> <C>
Investment income:
Unrealized gain (loss)
on investments $ (623,379) 34,480 7,401,685 - - - 6,812,786
Realized gain on
investments 1,939,025 882,214 2,489,040 - - - 5,310,279
Interest - - - 915,371 2,529 164,234 1,082,134
Earnings on liquidity
fund 16,411 5,253 5,607 59,253 - - 86,524
______________________________________________________________________________________________________
1,332,057 921,947 9,896,332 974,624 2,529 164,234 13,291,723
Contributions:
Employee 1,218,082 816,838 2,533,976 1,215,395 1,395,176 - 7,179,467
Employer matching 348,533 234,936 756,945 393,322 376,937 - 2,110,673
Employee rollovers 617,131 610,223 753,493 469,465 - - 2,450,312
Employer discretionary 497,588 316,830 1,280,847 963,376 - - 3,058,641
______________________________________________________________________________________________________
2,681,334 1,978,827 5,325,261 3,041,558 1,772,113 - 14,799,093
Benefits paid to
participants (952,025) (507,591) (3,342,119)(2,658,855) - (161,006) (7,621,596)
Interfund transfers,
including loans granted,
net of loan repayments(1,403,475) (288,237) 2,362,238 (1,494,546) - 824,020 -
______________________________________________________________________________________________________
Net change to plan 1,657,891 2,104,946 14,241,712 (137,219) 1,774,642 827,248 20,469,220
Net assets available for benefits:
Beginning of year 10,517,493 5,375,731 31,150,774 16,560,588 - 2,056,896 65,661,482
______________________________________________________________________________________________________
End of year $12,175,384 7,480,677 45,392,486 16,423,369 1,774,642 2,884,144 86,130,702
======================================================================================================
<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>
<PAGE> 16
<TABLE>
AIRGAS, INC. 401(k) PLAN
Statement of Changes in Net Assets Available for Benefits
Year ended December 31, 1995
<CAPTION>
Fidelity Fidelity Airgas,Inc. Guaranteed
Magellan Puritan Common Investment Loan
Fund Fund Stock Contracts Fund Total
______________________________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Unrealized gain on
investments $ 1,588,404 503,817 9,420,913 - - 11,513,134
Realized gain on
investments 731,951 271,336 1,013,670 - - 2,016,957
Interest - - - 936,130 129,340 1,065,470
Earnings on liquidity
fund 2,716 2,208 9,874 11,041 5,409 31,248
______________________________________________________________________________________________________
2,323,071 777,361 10,444,457 947,171 134,749 14,626,809
Contributions:
Employee 997,987 665,728 2,477,682 1,327,851 - 5,469,248
Employer matching 295,491 194,826 735,918 430,670 - 1,656,905
Employee rollovers 647,978 290,306 689,079 1,372,380 - 2,999,743
Employer discretionary 462,835 286,027 1,318,720 1,026,967 - 3,094,549
______________________________________________________________________________________________________
2,404,291 1,436,887 5,221,399 4,157,868 - 13,220,445
Benefits paid to
participants (501,335) (332,633) (1,445,290) (1,716,543) (90,361) (4,086,162)
Interfund transfers,
including loans granted,
net of loan repayments 450,936 408,172 (707,900) (835,272) 684,064 -
______________________________________________________________________________________________________
Net change to plan 4,676,963 2,289,787 13,512,666 2,553,224 728,452 23,761,092
Net assets available for benefits:
Beginning of year 5,840,530 3,085,944 17,638,108 14,007,364 1,328,444 41,900,390
______________________________________________________________________________________________________
End of year $10,517,493 5,375,731 31,150,774 16,560,588 2,056,896 65,661,482
======================================================================================================
<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>
<PAGE> 17
<TABLE>
AIRGAS, INC. 401(k) PLAN
Statement of Changes in Net Assets Available for Benefits
Year ended December 31, 1994
<CAPTION>
Fidelity Fidelity Airgas,Inc. Guaranteed
Magellan Puritan Common Investment Loan
Fund Fund Stock Contracts Fund Total
______________________________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Unrealized loss on
investments $ (249,470) (197,963) (2,096,563) - - (2,543,996)
Realized gain on
investments 194,849 226,572 807,731 - - 1,229,152
Interest - - - 829,141 96,620 925,761
Earnings on liquidity
fund 1,089 438 6,593 5,713 - 13,833
______________________________________________________________________________________________________
(53,532) 29,047 (1,282,239) 834,854 96,620 (375,250)
Contributions:
Employee 760,133 464,951 2,090,522 1,284,816 - 4,600,422
Employer matching 231,279 141,781 624,697 424,422 - 1,422,179
Employee rollovers 1,082,489 585,644 1,404,722 1,140,953 - 4,213,808
Employer discretionary 315,787 157,226 871,181 915,786 - 2,259,980
______________________________________________________________________________________________________
2,389,688 1,349,602 4,991,122 3,765,977 - 12,496,389
Benefits paid to
participants (260,337) (165,234) (1,031,362) (895,317) (47,953) (2,400,203)
Interfund transfers,
including loans granted,
net of loan repayments 109,123 51,318 2,406,878 (2,872,135) 304,816 -
______________________________________________________________________________________________________
Net change to plan 2,184,942 1,264,733 5,084,399 833,379 353,483 9,720,936
Net assets available for benefits:
Beginning of year 3,655,588 1,821,211 12,553,709 13,173,985 974,961 32,179,454
______________________________________________________________________________________________________
End of year $ 5,840,530 3,085,944 17,638,108 14,007,364 1,328,444 41,900,390
======================================================================================================
<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>
<PAGE> 18
AIRGAS, INC. 401(k) PLAN
Notes to Financial Statements
(1) Description of the Plan
The following description of the Airgas, Inc. 401(k) Plan (the Plan)
provides general information only. Participants should refer to the Plan
agreement for more complete information.
General
The Plan is a defined contribution plan covering substantially all
employees of Airgas, Inc. and subsidiaries (the Company). Included in the
assets of the Plan are contribution rollovers from pension plans of acquired
companies, where applicable. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974 (ERISA).
Contributions
Employee:
The Plan permits a participant to defer up to 15% of eligible
compensation. The amount of deferred compensation is treated as a salary
reduction and is not subject to federal income tax until withdrawn from the
Plan. In no event will the contribution exceed maximum allowable
contributions as prescribed by the Internal Revenue Service.
Employer:
Contributions to the Plan by the Company are made on a matched basis and
at a rate of 50% of participant deferred compensation. The employer match is
applied on employee contributions of up to 4% of eligible compensation (i.e.,
maximum employer match is 2% of eligible compensation). Plan participants are
eligible for Company contributions one year after their date of hire.
The amount of discretionary contributions, in addition to the required
Company match, elected to be made by the Company are determined by the Board
of Directors.
Participant Accounts
Contributions are invested as directed by each participant in four
separate investment funds. Each participant may designate, by written notice
to the Plan administrator, how the contributions to their account are to be
allocated among the four funds. Participants are required to allocate funds
in increments of 25% of total contributions. November and December Plan
contributions have been deposited in the Vanguard Money Market account in
order to facilitate the transfer of the Plan assets to the new trustee and
investment options (see note 7).
In the event a participant fails to submit a written notice of
allocation, contributions will be invested in the Guaranteed Investment
Contracts.
<PAGE> 19
(1) Continued
In addition to the above initial election, each quarter participants may elect
by written notice to transfer all or 25% increments of the total funds
credited to their account to any one or more of the investment funds.
Interest, dividends, and other income earned by the investment funds are
reinvested in the same fund. Such amounts are allocated to participants based
upon the proportion of a participant's balance to the total fund balance.
Participant Loans
The Plan administrator may, upon the application of a participant, direct the
Trustee to make a loan to such participant. The loan will bear interest at a
rate equal to prime plus 2% and shall provide for periodic repayment over a
reasonable period of time generally not to exceed five years for general
purpose loans and 30 years for principal residence loans. Prime rate at
December 31, 1996 was 8.25%.
Vesting
Participants are immediately vested in all contributions. In addition, all
earnings on such investments are fully vested.
Payment of Benefits
Upon retirement, death, disability, or termination of service, participants or
beneficiaries are entitled to a distribution equal to the total value of their
accounts. Such distributions are generally payable in cash.
Participants experiencing serious financial hardships may be entitled to a
distribution upon approval of the Plan administrator.
Administrative Expenses
All administrative expenses have been paid by the Company.
(2) Summary of Significant Accounting Policies
Basis of Accounting
The accompanying financial statements of the Plan have been prepared on the
accrual basis of accounting and present net assets available for benefits and
changes in those assets.
<PAGE> 20
(2) Continued
Investments
The Plan's investments are maintained by the plan trustee, CoreStates Bank.
The fair values of the Fidelity Magellan Fund and the Fidelity Puritan Fund
are based on net asset values per share at year-end. The Guaranteed
Investment Contracts are valued at year-end contract values. Contract value
represents contributions made under the contract, plus interest at the
contract rate, less funds used to pay administration expense charged by the
insurance company.
Investments in Airgas, Inc. common stock are valued at market based upon
closing prices at the Plan year-end. At December 31, 1996, the investment in
Airgas, Inc. common stock had 3,433 Plan participants invested in the common
stock. The value per share was $22.00 at December 31, 1996.
The Fidelity Magellan Fund seeks long-term capital appreciation by making a
profit on invested capital over the long-term. The fund invests in common
stock, and securities convertible to common stock, issued by companies
operating in the U.S. or as foreign companies. Investments are diversified
among large and small corporations in a variety of industries and sectors
within the market. At December 31, 1996, the Fidelity Magellan Fund had 2,108
Plan participants invested in the fund. The value per share was $80.65 at
December 31, 1996.
The Fidelity Puritan Fund is a managed stock and bond fund which seeks to
obtain as much income as possible, consistent with the preservation and
conservation of capital. The fund invests in a broad list of securities,
including common stock, preferred stock and bonds, including high-yield,
low-quality bonds. At December 31, 1996, the Fidelity Puritan Fund had 1,709
Plan participants invested in the fund. The value per share was $17.24 at
December 31, 1996.
Guaranteed Investment Contracts (GICs) are invested in the guaranteed interest
rate contracts of major insurance companies. Each contract provides a fixed
interest rate for a stated period of time. At December 31, 1996, the GICs had
2,489 Plan participants invested in the contracts (see note 7).
The Vanguard Money Market Account invests in short-term, high quality money
market investments issued by financial institutions, non-financial
corporations, the U.S. government, and federal agencies. November and
December Plan contributions have been deposited in this account in order to
facilitate the transfer of the Plan assets to the new trustee and investment
options (see note 7). All participants who contributed to the Plan in these
months invested in this fund.
Use of Estimates
The preparation of the financial statements in accordance with generally
accepted accounting principles require the plan administrators to make
estimates that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts included in the
statement of changes in net assets available for plan benefits. Actual
results could differ from those estimates.
<PAGE> 21
(3) Investments
The following presents fair value of investments and the contract value of
GICs held at December 31, 1996 and 1995:
December 31, 1996
Fair/
Number Contract
of Shares Investments Cost Value
_________ ___________ ____ ________
Mutual Funds:
153,241 Fidelity Magellan Fund $11,434,465 12,358,950
429,604 Fidelity Puritan Fund 7,002,598 7,406,370
____________________________________________________________________________
18,437,063 19,765,320
____________________________________________________________________________
Common Stock:
2,047,795 Airgas, Inc. Common Stock 23,272,216 45,051,490
____________________________________________________________________________
Guaranteed Investment Contracts:
American International Life Assurance Co.
Investment Contract, 5.06% due 1/99 3,126,007 3,126,007
Hartford Insurance Group Guaranteed
Investment Contract, 7.56%, due 12/97 549,801 549,801
Confederation Guaranteed Investment
Contract, 8.21%, due 12/95 (note 7) 1,039,957 1,039,957
Great West Life Guaranteed Investment
Contracts, 5.85% to 6.75%, due
1/97 to 7/97 3,537,905 3,537,905
John Hancock Guaranteed Investment
Contracts, 5.31% to 7.02%, due
5/98 to 5/99 2,955,056 2,955,056
Continental Assurance Co. Guaranteed
Investment Contract, 6.64%,
due 5/98 2,863,392 2,863,392
____________________________________________________________________________
14,072,118 14,072,118
____________________________________________________________________________
Short-term Investment:
Vanguard Money Market Account 895,667 895,667
____________________________________________________________________________
$56,677,064 79,784,595
____________________________________________________________________________
<PAGE> 22
(3) Continued
December 31, 1995
Fair/
Number Contract
of Shares Investments Cost Value
_________ ___________ ____ ________
Mutual Funds:
112,910 Fidelity Magellan Fund $ 8,160,132 9,707,996
306,782 Fidelity Puritan Fund 4,849,068 5,218,360
____________________________________________________________________________
13,009,200 14,926,356
____________________________________________________________________________
Common Stock:
920,737 Airgas, Inc. Common Stock 16,236,916 30,614,505
____________________________________________________________________________
Guaranteed Investment Contracts:
Capital Holdings Guaranteed
Investment Contract, 8.51% due 1/96 207,622 207,622
Hartford Insurance Group Guaranteed
Investment Contracts, 7.50% to 7.90%,
due 12/95 to 12/97 878,513 878,513
Confederation Guaranteed Investment
Contract, 8.21%, due 12/95 1,039,957 1,039,957
Great West Life Guaranteed Investment
Contracts, 5.6% to 8.07% due
12/95 to 7/97 6,170,938 6,170,938
John Hancock Guaranteed Investment
Contracts, 5.31% to 8.57%, due
3/96 to 5/99 3,305,388 3,305,388
New York Life Guaranteed Investment
Contract, 7.14%, due 10/96 1,967,497 1,967,497
Continental Assurance Co. Guaranteed
Investment Contract, 6.64%, due 5/98 2,784,635 2,784,635
____________________________________________________________________________
16,354,550 16,354,550
____________________________________________________________________________
$45,600,666 61,895,411
____________________________________________________________________________
<PAGE> 23
(3) Continued
Changes in unrealized appreciation are summarized as follows:
1996 1995 1994
______________________________________________________________________________
Unrealized appreciation at January 1 $16,294,745 $4,781,611 7,325,607
Unrealized gains (losses) on investments:
Fidelity Magellan Fund (623,379) 1,588,404 (249,470)
Fidelity Puritan Fund 34,480 503,817 (197,963)
Airgas, Inc. Common Stock 7,401,685 9,420,913 (2,096,563)
______________________________________________________________________________
Unrealized appreciation at December 31 $23,107,531 $16,294,745 4,781,611
______________________________________________________________________________
During 1996, the Plan's investments (including investments bought, sold, and
held during the year) appreciated by $12,123,065 as follows:
Fidelity Magellan Fund $ 1,315,646
Fidelity Puritan Fund 916,694
Airgas, Inc. Common Stock 9,890,725
_____________________________________________________
$ 12,123,065
__________
Realized gain on the Fidelity Magellan Fund and the Fidelity Puritan Fund
investments includes the realized gain on the sale of investments and the
realized investment income within these funds. The average cost method is
followed in determining the cost of investments sold.
The average yield earned on the Guaranteed Investment Contracts (GICs) was
approximately 5.6% and 6.1% for the years ended December 31, 1996 and 1995
respectively. The crediting interest rates ranged from 5.06% to 7.56% as of
December 31, 1996 and from 5.31% to 8.57% as of December 31, 1995. The fair
value of the GICs was $14,042,957 at December 31, 1996.
The following investments represent 5% or more of participants' equity at
December 31, 1996:
Percentage of
Participants'
Fair Value Equity
______________________________________________________________________________
Fidelity Magellan Fund $12,358,950 14 %
Fidelity Puritan Fund 7,406,370 9
Airgas, Inc. Common Stock 45,051,490 54
Corestates Liquidity Fund 4,424,995 5
______________________________________________________________________________
<PAGE> 24
(4) Cash and Cash Equivalent
Cash and cash equivalent consists principally of amounts invested in the
CoreStates Liquidity Fund which invests in corporate bonds and U.S. Treasury
Bills with maturities of three months or less.
(5) Federal Income Taxes
The Plan has received a letter of favorable determination for tax
qualification from the Internal Revenue Service dated January 23, 1996.
Accordingly, the Plan is a qualified trust under section 401(a) of the
Internal Revenue Code and, thus, is exempt from federal income taxes under
section 501(a) of the Internal Revenue Code as of December 31, 1996.
Effective January 1, 1997, the Plan was amended. See note 7.
(6) Plan Termination
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate
the Plan subject to the provisions of ERISA.
(7) Subsequent Events
In August 1994, the assets of Confederation Life Insurance Company were placed
under the regulatory supervision of the Michigan Commissioner of Insurance.
The Confederation Life Guaranteed Investment Contract (GIC) was subject to
certain regulatory restrictions, and thus the Plan management ceased accruing
interest on the funds. In March 1997 the rehabilitation plan of the assets
was finalized. The rehabilitation plan provides for receipt of 100% of the
August 1994 value into the Plan plus interest earned between the liquidation
plan's asset valuation date and the actual distribution date. The
rehabilitation plan also provides for the distribution of certain contingent
assets, such as litigation proceeds, to GIC investors in the future as they
may become available.
The Company's Midwest Carbide Corporation subsidiary adopted the Keokuk
Bargaining Unit 401(k) Plan (the Keokuk Plan) effective January 1, 1988 for
the benefit of certain of its employees. Effective January 1, 1997, the
Company amended and restated the Plan to provide for the merger of the Keokuk
Plan with and into the Plan. This amendment is subject to the subsequent
condition that the Internal Revenue Service issues a favorable determination
for tax qualification.
Effective January 31, 1997, the Plan changed its trustee to the Vanguard
Group. The Plan also changed its investment options, keeping only the Airgas
Common Stock Fund and the GIC Fund (renamed the Investment Contract Fund) and
adding ten Vanguard funds. Plan assets were fully transferred to the new
investments by April 1997 in accordance with participant elections.
Additionally, effective January 1, 1997, administrative expenses are paid by
the Plan.
<PAGE> 25
Schedule 1
AIRGAS, INC. 401(k) PLAN
Item 27(a) - Schedule of Assets Held For Investment Purposes
December 31, 1996
______________________________________________________________________________
Fair/
Number Contract
of Shares Investments Cost Value
_________ ___________ ____ ________
Mutual Funds:
153,241 Fidelity Magellan Fund $11,434,465 12,358,950
429,604 Fidelity Puritan Fund 7,002,598 7,406,370
____________________________________________________________________________
18,437,063 19,765,320
____________________________________________________________________________
Common Stock:
2,047,795 Airgas, Inc. Common Stock 23,272,216 45,051,490
____________________________________________________________________________
Guaranteed Investment Contracts:
American International Life Assurance Co.
Guaranteed Investment Contract,
5.06%, due 1/99 3,126,007 3,126,007
Hartford Insurance Group Guaranteed
Investment Contract, 7.56% due 12/97 549,801 549,801
Confederation Guaranteed Investment
Contract, 8.21%, due 12/95 1,039,957 1,039,957
Great West Life Guaranteed Investment
Contracts, 5.6% to 8.07% due
12/95 to 7/97 3,537,905 3,537,905
John Hancock Guaranteed Investment
Contracts, 5.31% to 8.57%, due
3/96 to 5/99 2,955,056 2,955,056
Continental Assurance Co. Guaranteed
Investment Contract, 6.64%, due 3/98 2,863,392 2,863,392
____________________________________________________________________________
14,072,118 14,072,118
____________________________________________________________________________
Employee Loans 2,884,144 2,884,144
____________________________________________________________________________
Short-term Investment:
Vanguard Money Market Account $ 895,667 895,667
____________________________________________________________________________
$59,561,208 82,668,739
____________________________________________________________________________
<PAGE> 26
<TABLE>
Schedule 2
AIRGAS, INC. 401(k) PLAN
Item 27(d) - Schedule of Reportable Transactions
Year ended December 31, 1996
____________________________________________________________________________________________________
During the year ended December 31, 1996, the Plan had the following reportable transactions by issue:
<CAPTION>
Net
Identity of Description Transaction Purchase Selling gain
party involved of asset type Price Price (loss)
____________________________________________________________________________________________________
<S> <C> <C> <C> <C> <C>
Fidelity Investment Magellan Mutual Fund Purchases $1,264,923 - -
Sales 648,149 688,110 39,961
Fidelity Investment Puritan Mutual Fund Purchases 751,722 - -
Sales - - -
CoreStates Bank CoreStates Purchases 19,891,238 - -
Liquidity Fund Sales 18,477,699 18,477,691 -
Continental Assurance Guaranteed Investment Purchases - - -
Company Contract Sales 4,159,913 4,159,913 -
_____________________________________________________________________________________________________
</TABLE>
<PAGE>
