<PAGE>
<PAGE> 1
As filed with the Securities and Exchange Commission on February 23, 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 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 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)
_____________
Copy to:
NANCY D. WEISBERG, ESQ.
MCCAUSLAND, KEEN & BUCKMAN
Radnor Court
259 Radnor-Chester Road, Suite 160
Radnor, Pennsylvania 19087-5240
(610) 341-1000
<PAGE> 2
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. /___/
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. /___/
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933, as amended, or until the
Registration Statement shall become effective on such date as the Commission,
acting pursuant to such Section 8(a), may determine.
_____________
CALCULATION OF REGISTRATION FEE
Proposed
Title of maximum Proposed
each class offering maximum Amount of
of securities Amount to price per offering registration
to be registered be registered share (1) price fee
________________ _____________ _________ ____________ _____________
Common Stock,
$.01 par value
per share 1,630,311 $15.9688 26,034,110.30 $7,680
_____________
(1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457 based upon the average of the low and high prices of
Registrant's Common Stock on February 13, 1998 on the New York Stock Exchange.
<PAGE>
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AIRGAS, INC.
CROSS REFERENCE SHEET PURSUANT TO
ITEM 501(b) OF REGULATION S-K
Item No. Form S-3 Caption Prospectus Page or Caption
________ ________________ __________________________
1. Forepart of the Registration Facing Page; Cross Reference
Statement and Outside Front Sheet; Outside Front Cover
Cover Page of Prospectus Page
2. Inside Front and Outside Back Inside Front Cover Page;
Cover Pages of Prospectus Outside Back Cover Page
3. Summary Information, Risk Not Applicable
Factors and Ratio of Earnings
to Fixed Charges
4. Use of Proceeds Use of Proceeds
5. Determination of Offering Price Not Applicable
6. Dilution Not Applicable
7. Selling Security Holders Selling Stockholders
8. Plan of Distribution Plan of Distribution
9. Description of Securities to Incorporated by Reference
be Registered from the Registrant's
Registration Statement on
Form 8-A
10. Interests of Name Experts and Legal Matters
Counsel
11. Material Changes Not Applicable
12. Incorporation of Certain Incorporation by Reference
Information by Reference
13. Disclosure of Commission Not Applicable
Position on Indemnification
for Securities Act Liabilities
<PAGE>
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PROSPECTUS
______________
AIRGAS, INC.
______________
1,630,311 Shares of Common Stock
Up to 1,630,311 shares (the "Shares") of Airgas, Inc. (the "Company")
common stock, par value $.01 per share (the "Common Stock"), may be offered
from time to time under this Prospectus by certain stockholders of the Company
(the "Selling Stockholders"). The Shares have been or may be issued by the
Company to the Selling Stockholders, pursuant to the acquisition of a company
of which the Selling Stockholders were stockholders. See "Selling
Stockholders."
The issuance of the Shares by the Company to the Selling Stockholders is
not being registered hereunder. Only the resale of the Shares by the Selling
Stockholders is covered by this Prospectus. Any such sales may be in one or
more transactions to be executed on the New York Stock Exchange, on any
other exchange on which the Common Stock may be traded or in the over-the-
counter market at prices prevailing at the times of such sales or in private
sales at prices related to the prevailing market prices or at negotiated
prices. See "Plan of Distribution."
The Common Stock is traded on the New York Stock Exchange. The last
reported sale price of the Common Stock, on February 20, 1998 as reported on
the New York Stock Exchange, was $16.375 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is ______________, 1998. <PAGE>
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AVAILABLE INFORMATION
Airgas, Inc. is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the Commission's Regional
Offices located at Northwestern Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661, and Seven World Trade Center, New York, New
York 10048. Copies of such materials can be obtained from the Public
Reference Section of the Commission, 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. The Commission maintains a World Wide Web site on
the Internet at http://www.sec.gov that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the Commission.
The Company's Common Stock is listed on the New York Stock Exchange and
reports, proxy statements and other information concerning the Company can be
inspected and copied at the offices of the New York Stock Exchange, Inc., 20
Broad Street, New York, New York 10005.
The Company has filed with the Commission a Registration Statement under
the Securities Act of 1933, as amended (the "Securities Act"), with respect to
the Common Stock being offered by this Prospectus. This Prospectus does not
contain all of the information set forth in the Registration Statement,
certain portions of which have been omitted as permitted by the rules and
regulations of the Commission. Statements contained in this Prospectus
concerning any contract or other document filed with or incorporated by
reference in the Registration Statement are not necessarily complete, each
statement being qualified in all respects by such reference. For further
information regarding the Company and the Common Stock, reference is made to
the Registration Statement, including the documents and exhibits filed or
incorporated as a part thereof, which may be inspected without charge
at the office of the Commission at 450 Fifth Street, N.W., Washington, DC
20549, and copies of all or any part thereof may be obtained from such office
upon payment of the fees prescribed by the Commission.
INCORPORATION BY REFERENCE
The following documents filed by the Company with the Commission (File
No. 1-9344) are incorporated herein by reference:
(1) The Company's annual report on Form 10-K and Form 10-K/A1 for the
fiscal year ended March 31, 1997;
(2) The Company's quarterly reports on Form 10-Q for the quarters ended
June 30, September 30 and December 31, 1997;
(3) The Company's Proxy Statement dated July 1, 1997;
(4) The Company's Current Reports on Form 8-K, dated April 17, 1997,
April 23, 1997, April 30, 1997, July 28, 1997, October 9, 1997, October 24,
1997, and February 2, 1998.
(5) All other reports filed with the Commission pursuant to Section
13(a) or 15(d) of the Exchange Act since March 31, 1997; and
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(6) The description of the Company's Common Stock contained in the
Company's registration statement on Form 8-A effective under Section 12(b) of
the Exchange Act on December 19, 1986.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14, or 15(d) of the Exchange Act, prior to the termination of the
offering made herein, shall be deemed to be incorporated by reference in this
Prospectus and to be a part hereof from the date of filing of such documents.
The Company will provide without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon the written or
oral request of such person, a copy of any and all information that has been
incorporated by reference in this Prospectus (but not including exhibits to
the information that is incorporated by reference unless such exhibits are
specifically incorporated by reference in the information that this Prospectus
incorporates), each such request to be addressed as follows: Todd R. Craun,
Esquire, Airgas Inc., Radnor Court, 259 Radnor-Chester Road, Suite 100,
Radnor, Pennsylvania 19087-5240, (610) 687-5253.
THE COMPANY
The Company classifies its operations into three business segments:
Distribution, Direct Industrial and Manufacturing. The Company believes that
it is the largest independent distributor of industrial, medical and specialty
gases and related equipment in North America. Through its Direct Industrial
segment, the Company distributes safety, industrial and environmental
supplies, and industrial tools, MRO (Maintenance, Repair and Operations)
products and welding and safety equipment. The Company's manufacturing
operations include the production of carbon products, calcium carbide, nitrous
oxide and carbon dioxide. The Company's principal business strategy is to
continue to expand its distribution network through internal growth and
growth through distributor acquisitions and the selective acquisition of
businesses that enhance its Direct Industrial strategy.
THE OFFERING
On October 1, 1997, the Company acquired Industrial Gas Products &
Supply, Inc. ("IGP") and, as a result, the former shareholders of IGP received
1,244,512 shares of the Company's Common Stock. The Selling Stockholders may
also receive up to 385,799 additional shares (the "Additional Shares") three
years after October 1, 1997, if the fair market value of the Company's Common
Stock on such date is less than $13.10, subject to adjustment under certain
circumstances. The number of Additional Shares to be issued would be based
upon the number of Shares held by the Selling Stockholders on the third
anniversary date and the difference between $13.10 (subject to adjustment
under certain circumstances) and the fair market value on October 1, 2000.
The Selling Stockholders have been provided with certain registration
rights pursuant to a registration rights and stock adjustment agreement. The
registration statement of which this Prospectus is a part has been filed by
the Company in satisfaction of the Company's obligations to register the
Shares for sale by the Selling Stockholders pursuant to the Selling
Stockholders' registration rights.
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USE OF PROCEEDS
The Company will receive no proceeds from any sales of the Shares by the
Selling Stockholders.
The Company will pay all fees and expenses incurred by the Company in
connection with registering the Shares for sale under the Securities Act.
PLAN OF DISTRIBUTION
The Shares registered for sale hereunder may be sold from time to time by
the Selling Stockholders, or by pledgees, donees, transferees or other
successors in interest. Any such sales may be in one or more transactions to
be executed on the New York Stock Exchange, on any other exchange on
which the Common Stock may be traded or in the over-the-counter market at
prices prevailing at the times of such sales or in private sales at prices
related to the prevailing market prices or at negotiated prices. The sales
may involve (a) a block transaction in which the broker or dealer so engaged
will attempt to sell the Shares as agent but may position and resell a portion
of the block as principal to facilitate the transaction; (b) purchases by a
broker or dealer as principal and resale by such broker or dealer for its
account pursuant to this Prospectus; (c) an exchange distribution in
accordance with the rules of such exchange; and (d) ordinary brokerage
transactions and transactions in which the broker solicits purchases.
The Selling Stockholders will be subject to applicable provisions of the
Securities Exchange Act of 1934 and the rules and regulations thereunder. In
effecting sales, brokers or dealers engaged by the Selling Stockholders may
arrange for other brokers or dealers to participate. Brokers or dealers may
receive compensation in the form of underwriting discounts, concessions or
commissions (which compensation may be in excess of customary commissions).
The Selling Stockholders and any brokers or dealers that participate in the
distribution of the Shares may be deemed to be underwriters and any
commissions received by them and any profit on the resale of the Shares
positioned by them might be deemed to be underwriting discounts and
commissions under the Securities Act of 1933. In the event that the Selling
Stockholders engage an underwriter in connection with the sale of Shares, the
Selling Stockholders have agreed to file with the Commission, as an exhibit to
the registration statement of which this Prospectus is a part, an underwriting
agreement, if any, entered into with such underwriter and to disclose any
compensation arrangement between the Selling Stockholders and the underwriter
in a supplement to this Prospectus or, if required, in a post-effective
amendment to the registration statement of which this Prospectus is a part.
Any shares covered by this Prospectus which qualify for sale pursuant
to Rule 144 promulgated under the Securities Act of 1933 may be sold under
Rule 144 rather than pursuant to this Prospectus.
Selling Stockholders
The following table sets forth certain information with respect to
beneficial ownership of the Company's Common Stock as of February 1, 1998, and
as adjusted to reflect the sale of the Shares, by the Selling Stockholders.
The individuals identified below do not own more than 1% of the Company's
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outstanding Common Stock as of the date of this Prospectus. Unless otherwise
indicated, the Selling Stockholders possess sole voting and investment power
with respect to the shares listed.
Number of Number of
Shares Beneficially Shares Beneficially
Owned Prior Shares Being Owned After
Selling Stockholders to the Offering (1) Offered (1) the Offering (1)
___________________ ___________________ __________ ___________________
John H. Dammann (2) 406,269 406,269 -0-
J.F. Dammann, III (3) 406,469 406,269 200
Ruth C. Dammann 431,974(4) 215,952 -0-
J.F. Dammann 431,974(4) 216,022 -0-
_____________________
(1) Assumes that the Selling Stockholders sell all of the Shares being
offered. Does not include Additional Shares, if any, that may
be issued three years after October 1, 1997.
(2) Since October 1, 1997, John H. Dammann has served as President of
Industrial Gas Products & Supply, Inc., a wholly-owned subsidiary of
the Company.
(3) Since October 1, 1997, J.F. Dammann, III has served as Executive
Vice President of Industrial Gas Products & Supply, Inc., a wholly-
owned subsidiary of the Company.
(4) Includes 215,952 shares held by Ruth C. Dammann, J.F. Dammann's
spouse, and 216,022 shares held by J.F. Dammann.
The Company is not able to determine, at this time, the number of
Additional Shares, if any, that ultimately will be issued to the Selling
Stockholders, since the amount is based upon future events.
Transfer Agent and Registrar
The Transfer Agent and Registrar for the Company's Common Stock is The
Bank of New York.
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed upon for
the Selling Stockholders by McCausland, Keen & Buckman, Radnor, Pennsylvania.
Certain attorneys of McCausland, Keen & Buckman beneficially own, in the
aggregate, 49,143 shares of the Company's Common Stock.
EXPERTS
The consolidated financial statements and schedules of Airgas, Inc. as of
March 31, 1997 and 1996, and for each of the years in the three-year period
ended March 31, 1997, have been incorporated by reference herein and in the
registration statement in reliance upon the report of KPMG Peat Marwick
LLP, independent certified public accountants, incorporated by reference
herein (whose opinion with respect to a certain investee company is based on
the report of Arthur Andersen LLP, independent public accountants,
incorporated by reference herein), and upon the authority of said firms as
experts in accounting and auditing in giving said reports.
<PAGE>
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No dealer, salesman or other person
has been authorized to give any
information or to make any representations
not contained in this Prospectus in
connection with the offer contained
herein, and, if given or made, such
information or representation must
not be relied upon as having been
authorized by the Company or Selling
Stockholders. This Prospectus does
not constitute an offer to sell, or a
solicitation of an offer to buy any
securities offered hereby in any AIRGAS, INC.
jurisdiction to any person to whom it 1,630,311 Shares of Common Stock
is not lawful to make any such offer
or solicitation in such jurisdiction.
Neither the delivery of this Prospectus
nor any sale made hereunder shall, under
any circumstances, create an implication
that there has been no change in the
affairs of the Company since the date
hereof or that the information
contained herein is correct as of
any time subsequent to its date.
_______________________ ____________________________
PROSPECTUS
TABLE OF CONTENTS ____________________________
Available Information. . .. .2 _____________, 1998
Incorporation by Reference. .2
The Company. . . . . . . . . 3
The Offering . . . . . . . . 3
Use of Proceeds. . . . . . . 4
Plan of Distribution . . . . 4
Selling Stockholders . . . . 4
Legal Matters. . . . . . . . 5
Experts. . . . . . . . . . . 5<PAGE>
<PAGE> 10
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth estimated expenses in connection with the
issuance and distribution of the securities being registered:
Registration Fee. . . . .$ 7,680 *
NYSE Listing Fee. . . . . 1,500
Printing and Engraving . 1,000
Accounting Fees . . . . . 3,000
Legal Fees. . . . . . . . 5,000
Miscellaneous . . . . . . 5,000
______
Total $23,180
________________
* Actual
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Delaware General Corporation Law permits the indemnification by a
Delaware corporation of its directors, officers, employees, and other agents
against expenses (including attorneys' fees), judgments, fines, and amounts
paid in settlement in connection with specified actions, suits or proceedings,
whether civil, criminal, administrative, or investigative (other than
derivative actions which are by or in the right of the corporation) if they
acted in good faith and in a manner they reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe their
conduct was illegal. A similar standard of care is applicable in the case of
derivative actions, except the indemnification only extends to expenses
(including attorneys' fees) incurred in connection with defense or settlement
of such an action and requires court approval before there can be any
indemnification where the person seeking indemnification has been found liable
to the corporation.
The Company's certificate of incorporation provides that each person who
was or is made a party to, or is involved in, any action, suit or proceeding
by reason of the fact that he or she is or was a director or officer of the
Company (or was serving at the request of the Company as a director, officer,
employee or agent for another entity) while serving in such capacity will be
indemnified and held harmless by the Company to the full extent authorized or
permitted by Delaware law. The certificate also provides that the Company may
purchase and maintain insurance and may also create a trust fund, grant a
security interest and/or use other means (including establishing letters of
credit, surety bonds and other similar arrangements) and may enter into
contracts providing for indemnification, to ensure full payment of
indemnifiable amounts. The Company has entered into such indemnification
agreements with its directors and executive officers.
<PAGE> 11
ITEM 16. EXHIBITS.
5. Opinion of McCausland, Keen & Buckman, counsel to the Company.
23.1 Consent of McCausland, Keen & Buckman (included in Exhibit 5)
23.2 Consent of KPMG Peat Marwick LLP.
23.3 Consent of Arthur Andersen LLP.
24. Power of Attorney (see signature page)
ITEM 17. UNDERTAKINGS.
I. Rule 415 Offering. The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range may
be reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective registration
statement.
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
Provided, however, that paragraphs (i) and (ii) above do
not apply if the registration statement is on Form S-3, Form S-8 or Form F-3
and the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this registration statement.
2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered pursuant to
this registration statement, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
<PAGE> 12
II. Filings Incorporating Subsequent Exchange Act Documents by Reference.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered pursuant to this registration statement,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
III. Acceleration of Effectiveness - Indemnification Undertaking.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described under Item 15
above, or otherwise, the registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication
of such issue.<PAGE>
<PAGE> 13
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 February 23, 1998.
AIRGAS, INC.
By: /S/PETER McCAUSLAND
__________________________________________
Peter McCausland,
Director, Chairman of the Board, President
and Chief Executive Officer
By: /S/THOMAS C. DEAS, JR.
___________________________________________
Thomas C. Deas, Jr.
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
Thomas C. Deas, Jr., 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.
<PAGE>
<PAGE> 14
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.
/S/ROBERT E. NAYLOR Date: February 23, 1998
_________________________________
Robert E. Naylor, Director
/S/ROBERT L. YOHE Date: February 23, 1998
_________________________________
Robert L. Yohe, Director
/S/FRANK B. FOSTER, III Date: February 23, 1998
_________________________________
Frank B. Foster, III, Director
/S/JOHN A. H. SHOBER Date: February 23, 1998
_________________________________
John A. H. Shober, Director
/S/MERRIL L. STOTT Date: February 23, 1998
_________________________________
Merril L. Stott, Director
/S/RAJIV L. GUPTA Date: February 23, 1998
_________________________________
Rajiv L. Gupta, Director
/S/W. THACHER BROWN Date: February 23, 1998
_________________________________
W. Thacher Brown, Director<PAGE>
<PAGE>
<PAGE> 15
EXHIBIT 5
February 23, 1998
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Airgas, Inc.
Dear Sir or Madam:
We have acted as counsel to Airgas, Inc. (the "Company"), a Delaware
corporation, in connection with the preparation and filing of a registration
statement on Form S-3, which was filed with the Securities and Exchange
Commission on the date hereof (the "Registration Statement"). Capitalized
terms not otherwise defined herein shall have the meanings ascribed to them in
the Registration Statement.
The Registration Statement covers up to 1,630,311 shares of the Company's
Common Stock, par value $.01 per share (the "Shares"), issued or issuable to
the Selling Stockholders. Of the total number of Shares covered by the
Registration Statement, 1,244,512 shares were issued by the Company on October
1, 1997 pursuant to the Agreement and Plan of Reorganization dated as of
October 1, 1997 by and among IGP Acquisition Corp., a Delaware corporation and
wholly-owned subsidiary of the Company; the Company; Industrial Gas Products &
Supply, Inc., a Colorado corporation; and J. F. Dammann, Ruth C. Dammann,
J. F. Dammann, III, and John H. Dammann(the "Merger Agreement") and the
balance of up to 385,799 Shares may be issued to the Selling Stockholders
pursuant to the Registration Rights and Stock Adjustment Agreement (the
"Registration Rights Agreement").
We have examined the Registration Statement, including the exhibits
thereto, the Company's Amended and Restated Certificate of Incorporation, the
Company's By-Laws, as amended, the minutes of actions taken by the Board of
Directors of the Company and such other instruments as we deemed necessary for
the opinions rendered herein. In the foregoing examination, we have assumed
the genuineness of all signatures, the authenticity of all documents submitted
to us as originals and the authenticity of all documents submitted to us as
copies of originals.
Based upon the foregoing, we are of the opinion that:
1. The 1,244,512 Shares issued under the terms of the Merger Agreement
are validly issued, fully paid and non-assessable.
2. The 385,799 Shares that may be issued three years after October 1,
1997 under the terms of the Registration Rights Agreement, when issued in
accordance with the terms of the Registration Rights Agreement, will be
validly issued, fully paid and non-assessable.
<PAGE> 16
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement. We also consent to the reference to this firm under
the heading "Legal Matters" in the Prospectus constituting a part of the
Registration Statement. In giving this consent, we do not hereby admit that we
come within the category of persons whose consent is required under Section 7
of the Securities Act of 1933, as amended, or the rules and regulations
thereunder.
Sincerely,
McCausland, Keen & Buckman
By: /s/ Nancy D. Weisberg
_________________________________
Nancy D. Weisberg, Vice President
<PAGE>
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<PAGE> 17
EXHIBIT 23.2
Consent of Independent Auditors'
The Board of Directors
Airgas, Inc.:
We consent to the use of our report incorporated herein by reference and to
the reference to our firm under the heading "Experts" in the prospectus.
KPMG PEAT MARWICK LLP
Philadelphia, Pennsylvania
February 20, 1998<PAGE>
<PAGE>
<PAGE> 18
EXHIBIT 23.3
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-3 of Airgas, Inc. of our
report dated April 30, 1997, with respect to the financial statements of
National Welders Supply Company, Inc. for the nine months ended March 29, 1997
(not separately presented), included in the March 31, 1997, Annual Report on
Form 10-K of Airgas, Inc. and to all references to our firm included in this
registration statement.
ARTHUR ANDERSEN LLP
Charlotte, North Carolina
February 20, 1998<PAGE>
