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As filed with the Securities and Exchange Commission on August 21, 1998
Registration No. 333- __________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_____________
AIRGAS, INC.
(Exact name of registrant as specified in its charter)
Delaware 56-0732648
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Radnor Court
259 North Radnor-Chester Road, Suite 100
Radnor, Pennsylvania 19087-5240
(610) 687-5253
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
_____________
TODD R. CRAUN, CORPORATE COUNSEL
AIRGAS, INC.
Radnor Court
259 North Radnor-Chester Road, Suite 100
Radnor, Pennsylvania 19087-5240
(610) 687-5253
(Address, including zip code, and telephone number,
including area code, of agent for service)
_____________
Copies to:
NANCY D. WEISBERG, ESQ. R. Nicholas Singh, Esquire
MCCAUSLAND, KEEN & BUCKMAN Brown & Wood LLP
Radnor Court 815 Connecticut Avenue, N.W.
259 North Radnor-Chester Road, Suite 160 Suite 701
Radnor, Pennsylvania 19087-5240 Washington, D.C. 20006-4004
(610) 341-1000 (202) 973-0600
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Approximate date of commencement of proposed sale to the public: As soon
as practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. /___/
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. / X /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / X / 333-8113
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. /___/
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. /___/
_____________
CALCULATION OF REGISTRATION FEE
Proposed
Title of maximum Proposed
each class offering maximum Amount of
of securities Amount to price per aggregate registration
to be registered be registered unit (1) offering price(1) fee
________________ _____________ _________ _________________ ____________
Debt Securities (2) $28,238,720.63 100% $28,238,720.63 $8,330.42
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457.
(2) May be issued from time to time in one or more series.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is filed with the Securities and Exchange
Commission (the "Commission") by Airgas, Inc. (the "Company") pursuant to
Rule 462(b) under the Securities Act of 1933, as amended. This Registration
Statement incorporates by reference the contents of the Registration Statement
on Form S-3 (File No. 333-8113), including each of the documents incorporated
by reference therein, which relates to the offering of up to $450,000,000 of
securities of the Company and was filed with the Commission on July 15, 1996
and declared effective on August 1, 1996.
Item 16. Exhibits
The following exhibits are filed as part of this Registration Statement:
Exhibit No. Description
5.1 Opinion of McCausland, Keen & Buckman
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of McCausland, Keen & Buckman(included in Exhibit 5.1)
23.3 Consent of Brown & Wood LLP
24.1 Powers of Attorney (included on the signature page)<PAGE>
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Delaware County, Pennsylvania, on August 21, 1998.
AIRGAS, INC.
By: /S/PETER McCAUSLAND
__________________________________________
Peter McCausland,
Director, Chairman of the Board, President
and Chief Executive Officer
By: /S/SCOTT M. MELMAN
___________________________________________
Scott M. Melman
Vice President-Finance and Chief Financial
Officer (Principal Financial Officer)
By: /S/JEFFREY P. CORNWELL
___________________________________________
Jeffrey P. Cornwell
Assistant Vice President and Corporate
Controller (Principal Accounting Officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Peter McCausland, Todd R. Craun, and
Scott M. Melman, and each or any of them, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, or their, his or
her substitutes or substitute, may lawfully do or cause to be done by virtue
hereof.
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Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities indicated.
Date: August , 1998
_________________________________
Robert E. Naylor, Director
/S/ROBERT L. YOHE Date: August 21, 1998
_________________________________
Robert L. Yohe, Director
/S/FRANK B. FOSTER, III Date: August 21, 1998
_________________________________
Frank B. Foster, III, Director
/S/JOHN A. H. SHOBER Date: August 21, 1998
_________________________________
John A. H. Shober, Director
/S/MERRIL L. STOTT Date: August 21, 1998
_________________________________
Merril L. Stott, Director
/S/RAJIV L. GUPTA Date: August 21, 1998
_________________________________
Rajiv L. Gupta, Director
/S/W. THACHER BROWN Date: August 21, 1998
_________________________________
W. Thacher Brown, Director
/S/LEE M. THOMAS Date: August 21, 1998
_________________________________
Lee M. Thomas, Director<PAGE>
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<PAGE> EX-1
[Letterhead of McCausland, Keen & Buckman]
August 21, 1998
Airgas, Inc.
Radnor Court
259 North Radnor-Chester Road, Suite 100
Radnor, PA 19087-5240
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to Airgas, Inc. in connection with the
preparation of a registration statement on Form S-3 (the "Registration
Statement") relating to the proposed issuance by the Company from time to time
of its unsecured debt securities (the "Debt Securities") with an aggregate
public offering price of up to $28,238,720.63 on terms to be determined at the
time of offering. The Registration Statement is being filed pursuant to Rule
462(b) under the Securities Act of 1933, as amended. As set forth in the
Registration Statement, the Debt Securities will be issued under the Indenture
between the Company and the Bank of New York, as Trustee (the "Trustee") dated
as of August 1, 1996 (the "Indenture"), which is substantially in the form
which appears as Exhibit 4(a) to the Registration Statement on Form S-3
previously filed by the Company on July 15, 1996 (File No. 333-8113).
We have examined copies of the Company's Restated Certificate of
Incorporation and bylaws, the Indenture, the Prospectus dated August 1, 1996,
the Prospectus Supplement dated August 1, 1996 and such other records and
documents as we have deemed necessary for purposes of this opinion.
Based upon the foregoing, we are of the opinion that, when appropriate
corporate action has been taken to authorize the Company to fix the terms of
one or more issues of Debt Securities under the Indenture and to authorize
their issue, and when the Debt Securities with terms so fixed shall have been
duly authenticated or countersigned by the Trustee and duly issued under the
Indenture, such Debt Securities will constitute valid and binding obligations
of the Company, enforceable in accordance with their terms.
With respect to enforcement, the above opinion is qualified to the
extent that enforcement of the Indenture or Debt Securities may be limited by
bankruptcy, insolvency or other laws of general applicability relating to or
affecting enforcement of creditors' rights or by general equity principles.
In rendering the foregoing opinion, we express no opinion as to the laws
of any jurisdiction other than the laws of the Commonwealth of Pennsylvania
and the federal laws of the United States of America.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the Prospectus incorporated by reference therein.
Sincerely,
McCAUSLAND, KEEN & BUCKMAN
By: /S/NANCY D. WEISBERG
_________________________________
Nancy D. Weisberg, Vice President
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<PAGE> EX-2
Consent of Independent Auditors
The Board of Directors
Airgas, Inc.:
We consent to incorporation by reference in this Registration Statement on
Form S-3 of Airgas, Inc. of our report dated May 13, 1998, relating to the
consolidated balance sheets of Airgas, Inc. and subsidiaries as of March 31,
1998 and 1997, and the related consolidated statements of earnings,
stockholders' equity, and cash flows for each of the years in the three-year
period ended March 31, 1998, and all related schedules, which report is
included in the March 31, 1998, Annual Report on Form 10-K of Airgas, Inc.
We also continue to consent to the reference to our firm under the caption
"Experts" in the Registration Statement on Form S-3 of Airgas, Inc.
(No. 333-8113) and incorporated by reference in this Registration Statement.
KPMG PEAT MARWICK LLP
Philadelphia, Pennsylvania
August 19, 1998
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<PAGE> EX-3
[LETTERHEAD OF BROWN & WOOD LLP]
August 20, 1998
Airgas, Inc.
Radnor Court
259 North Radnor-Chester Road
Suite 100
Radnor, Pennsylvania 19087
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We hereby consent to the reference to our firm under the
caption "Legal Matters" in the Prospectus incorporated by reference
into this Registration Statement.
Very truly yours,
/s/BROWN & WOOD LLP
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