<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 North 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
23.3, Consent of Independent Auditors, and Exhibit 99.2 containing
information, financial statements and exhibits required by Form 11-K with
respect to the Registrant's 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.
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 (Form 11-K - 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
_____________
* 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: March 31, 1998 By: /s/ Thomas C. Deas, Jr.
_________________________
Vice President - Finance &
Chief Financial Officer
<PAGE> 6
Exhibit Index
Exhibit
23.3 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 23.3
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 March 6, 1998
relating to the statements of financial position of the Airgas, Inc. 1994
Employee Stock Purchase Plan as of December 31, 1997 and 1996, and the related
statement of changes in participants' equity for each of the years in the
three-year period ended December 31, 1997 which report is included in the
December 31, 1997 Annual Report on Form 11-K of the Airgas, Inc. 1994 Employee
Stock Purchase Plan.
KPMG Peat Marwick LLP
Philadelphia, Pennsylvania
March 27, 1998
<PAGE>
<PAGE> 8
EXHIBIT 99.2
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
For the fiscal year ended December 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________ to _______
Commission file number 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.
259 North Radnor-Chester Road
Suite 100
Radnor, PA 19087
<PAGE> 9
INDEPENDENT AUDITORS' REPORT
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,
1997 and 1996 and the related statements of changes in participants' equity
for each of the years in the three-year period ended December 31, 1997. 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 audits.
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 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 the Plan as of December 31,
1997 and 1996 and the changes in its participants' equity for each of the
years in the three-year period ended December 31, 1997, in conformity with
generally accepted accounting principles.
Philadelphia, Pennsylvania
March 6, 1998
<PAGE> 10
AIRGAS, INC.
1994 EMPLOYEE STOCK PURCHASE PLAN
STATEMENTS OF FINANCIAL POSITION
December 31, 1997 and 1996
ASSETS 1997 1996
____ ____
Participants' payroll deductions
receivable from Airgas, Inc. $18,150 $20,913
====== ======
PARTICIPANTS' EQUITY
Participants' Equity $18,150 $20,913
====== ======
The accompanying notes are an integral part of these financial statements.
<PAGE> 11
AIRGAS, INC.
1994 EMPLOYEE STOCK PURCHASE PLAN
STATEMENTS OF CHANGES IN PARTICIPANTS' EQUITY
Years Ended December 31, 1997, 1996 and 1995
1997 1996 1995
____ ____ ____
Increase (decrease) during year:
Participants' payroll deductions $5,931,313 $4,659,538 $3,223,172
Cost of 438,709 shares in 1997,
389,494 in 1996 and 352,240
in 1995 of common stock of Airgas,
Inc. issued to participants under
the terms of the Plan (including
$15,130 in 1997, $2,518 in 1996,
and $5,652 in 1995 in cash
distributed for fractional shares) (5,934,076) (4,656,907) (3,223,526)
_________ _________ _________
Net change in participants' equity (2,763) 2,631 (354)
Balance at beginning of year 20,913 18,282 18,636
_________ _________ _________
Balance at end of year $ 18,150 $ 20,913 $ 18,282
========= ========= =========
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, 1997, 1996 and 1995
(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 two million (2,000,000) shares of Common Stock may be purchased
under the Plan. From inception to December 31, 1997, 1,457,407 shares have
been issued under the Plan.
(2) Purchase and Distribution of Shares
Purchases are made by the Plan quarterly, and the shares purchased are
deposited into individual brokerage firm accounts maintained for the
participants. The Common Stock is purchased at a price equal to the lower of:
the closing price of the Common Stock on the New York Stock Exchange on the
participant's enrollment date, multiplied by the discount percentage; or the
closing price of the Common Stock on the New York Stock Exchange on the
purchase date, multiplied by the discount percentage.
(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.
<PAGE> 13
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/ W. Thacher Brown
_______________________________
W. Thacher Brown
/s/ Robert E. Naylor, Jr.
_______________________________
Robert E. Naylor, Jr.
/s/ Rajiv L. Gupta
_______________________________
Rajiv L. Gupta
/s/ Robert L. Yohe
_______________________________
Robert L. Yohe
DATED: March 31, 1998
______________
