<PAGE> 1
As filed with the Securities and Exchange Commission on August 7, 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, Suite 100
259 North Radnor-Chester Road
Radnor, Pennsylvania 19087
(610) 687-5253
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
_____________
TODD R. CRAUN, ESQUIRE
AIRGAS, INC.
Radnor Court, Suite 100
259 North Radnor-Chester Road
Radnor, Pennsylvania 19087
(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, Suite 160
259 North Radnor-Chester Road
Radnor, Pennsylvania 19087
___________________________________________________________________________
___________________________________________________________________________
<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. /___/
_____________
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Title of each class Amount to be Proposed maximum Proposed Amount of
of securities to be registered offering price maximum registration
registered per share(1) offering fee
price
<S> <C> <C> <C> <C>
Common Stock, $.01
par value per share 707,010 (2) $12.75 $9,102,753.75 $2,686
_____________________
(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 August 6, 1998 on the New York Stock
Exchange.
(2) 16,503 shares of the Registrant's Common Stock are being carried
over from the Registrant's Registration No. 33-61899. A registration fee
in the amount of $1,208 was paid with the Registrant's filing of
Registration No.
33-61899.
</TABLE>
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.
Pursuant to Rule 429 under the Securities Act of 1933, as amended, the
prospectus contained herein (i) relates to the Registrant's earlier
Registration Statement on Form S-3 (33-61899) and updates the information
contained therein and (ii) relates to additional shares of Common Stock of
the Registrant issuable upon exchange of shares in certain of the
Registrant's operating subsidiaries.
<PAGE> 3
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
Statement and Outside Reference Sheet; Outside
Front Cover Page of Prospectus Front Cover 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 Named Experts Legal Matters
and 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> 4
PROSPECTUS
____________
AIRGAS, INC.
____________
723,513 Shares of Common Stock
Up to 723,513 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 stockholders who were previously
minority interest stockholders of the Company's operating subsidiaries (the
"Selling Stockholders"). The Shares have been issued by the Company upon
the exchange of shares (the "Subsidiary Shares") in the Company's operating
subsidiaries acquired by the Selling Stockholders pursuant to exchange
rights agreements. See "Selling Stockholders."
Neither the sale of the Subsidiary Shares nor the issuance of the
Shares by the Company to the Selling Stockholders upon the exchange of the
Subsidiary Shares are 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 August 6, 1998, as reported on
the New York Stock Exchange, was $12.875 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION OR 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> 5
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.
<PAGE> 6
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 for the fiscal year
ended March 31, 1998;
(2) The Company's Proxy Statement dated July 1, 1998;
(3) The Company's current report on Form 8-K, dated July 31, 1998;
(4) All other reports filed with the Commission pursuant to Section
13(a) or 15(d) of the Exchange Act since March 31, 1998; and
(5) 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 North
Radnor-Chester Road, Suite 100, Radnor, Pennsylvania 19087-5240, (610) 687-
5253.
<PAGE> 7
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 the U.S. Through its Direct
Industrial segment, the Company sells an expansive line of metal working,
safety, and other Maintenance, Repair and Operations ("MRO") products. The
Company's manufacturing operations include the production of carbon
dioxide, dry ice, specialty gases, atmospheric gases at two air separation
plants, carbon products, calcium carbide and nitrous oxide. The Company's
strategy is to focus on internal growth supplemented by the continued
acquisition of industrial gas distributors. The Company also intends to
strategically broaden its product line in order to increase sales in
existing locations and to leverage its distribution network.
THE OFFERING
The Shares offered hereby are being offered by the Selling
Stockholders, who acquired the Shares from the Company upon the exchange by
the Selling Stockholders of the Subsidiary Shares acquired by them pursuant
to exchange rights agreements (the "Exchange Rights Agreements") entered
into between the Company and each of the Selling Stockholders. See "Selling
Stockholders." The Exchange Rights Agreements required the Selling
Stockholders to exchange their Subsidiary Shares on a date designated by
the Board of Directors of the Company (a "Mandatory Exchange"). The Board
of Directors designated February 28, 1998 as the Mandatory Exchange date on
which the Selling Stockholders were required to exchange their Subsidiary
Shares. As a result of the Mandatory Exchange, the Company no longer has
subsidiary minority stockholders pursuant to Exchange Rights Agreements.
The number of shares of Common Stock received in exchange for
Subsidiary Shares was determined based on a valuation of the Subsidiary
Shares, as reviewed by an independent appraiser, and the market price of
the Company's
Common Stock as of a specified valuation date. Of the total number of
Shares offered hereby, 16,503 Shares were issued to the Selling
Stockholders upon exchange of their Subsidiary Shares on a December 31,
1996 optional exchange.
The Exchange Rights Agreements provide the Selling Stockholders with
certain registration rights. The registration statement of which this
Prospectus is a part has been filed by the Company in satisfaction of the
Company's obligation to register the Shares for sale by the Selling
Stockholders pursuant to the registration rights provided under the
Exchange Rights Agreements. The sale of the Subsidiary Shares are not being
registered hereunder.
<PAGE> 8
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.
<PAGE> 9
SELLING STOCKHOLDERS
The following table sets forth as of May 31, 1998 certain information
with respect to beneficial ownership of the Company's Common Stock by the
Selling Stockholders. None of the individuals identified below owns more
than 1% of the Company's outstanding Common Stock as of the date of this
Prospectus. Unless otherwise indicated, the Selling Stockholders listed
possess sole voting and investment power with respect to the shares listed.
<TABLE>
<CAPTION>
Number of Number of
Shares Beneficially Number of Shares Beneficially
Owned Prior Shares Being Owned After
Selling Stockholders to the Offering (1) Offered the Offering (1)
<S> <C> <C> <C>
Dan L. Tatro (4) 29,889 (2) 20,348 9,541
Dale E. Hess (5) 48,701 (2)(3) 31,331 17,370
Patricia E. Paddock (6) 53,300 (2)(3) 22,523 30,777
Ronald Savage (7) 107,542 (2)(3) 90,314 17,228
James D. McCarthy, Jr.(8) 149,399 (2)(3) 89,031 60,368
Max D. Hooper (9) 28,881 (2) 27,094 1,787
Robert J. Finch (10) 24,002 (2)(3) 6,021 17,981
Richard W. Johnson (11) 93,395 (2)(3) 7,303 86,092
Henry B. Coker (12) 87,619 (2)(3) 49,226 38,393
Frank B. Sartain (13) 5,125 (2) 1,003 4,122
Jeff Allen (14) 80,765 (2)(3) 38,355 42,410
Charles Graves (15) 45,389 (2)(3) 17,561 27,828
David J. Bauer (16) 50,386 (2)(3) 31,108 19,278
Theodore D. Erkenbrack (17) 29,152 (2) 13,714 15,438
John Musselman (18) 177,363 (2) 121,477 55,886
James A. Muller (19) 62,531 (2) 56,474 6,057
Edward A. Lewis, Jr. (20) 20,293 (2)(3) 7,303 12,990
Charles Leggett (21) 24,526 (2)(3) 17,003 7,523
Joseph P. Featherstone (22) 22,362 (2) 16,836 5,526
Michel Imielinski (23) 8,015 (2) 5,631 2,384
<PAGE> 10
Brian Watson (24) 7,605 (2) 5,631 1,974
Christopher Johnston (25) 6,488 (2) 5,631 857
Joseph P. Rollino (26) 9,951 (2) 6,523 3,428
Frank K. Bassoff (27) 9,932 (2) 6,523 3,409
Robert J. Bohrer (28) 9,534 (2)(3) 6,523 3,011
George Lawce (29) 8,811 (2) 6,523 2,288
Mark A. Straka (30) 30,303 (2)(3) 5,977 24,326
Ronald B. Rush (31) 58,610 (2)(3) 4,737 53,873
John T. Winn, III (32) 15,233 (2) 5,789 9,444
- ------------------------
(1) Assumes that the Selling Stockholders sell all of the Shares being
offered.
(2) Includes the following number of Shares of Common Stock which may be
acquired by certain of the Selling Stockholders through the exercise of
options which were exercisable within 60 days of May 31, 1998: Mr. Tatro,
9,438 shares; Mr. Hess, 10,325 shares; Ms. Paddock, 26,350 shares; Mr.
Savage, 14,610 shares; Mr. McCarthy, 45,823 shares; Mr. Hooper, 1,438
shares; Mr. Finch, 17,430 shares; Mr. Johnson, 47,313 shares; Mr. Coker,
30,039 shares; Mr. Sartain, 3,175 shares; Mr. Allen, 33,844 shares; Mr.
Graves, 23,613 shares; Mr. Bauer, 10,926 shares; Mr. Erkenbrack, 13,385
shares; Mr. Musselman, 55,886 shares; Mr. Muller, 5,275 shares; Mr. Lewis,
6,675 shares, Mr. Leggett, 3,575 shares; Mr. Featherstone, 1,913 shares;
Mr. Imielinski, 492 shares; Mr. Watson, 492 shares; Mr. Johnston, 394
shares; Mr. Rollino, 3,063 shares; Mr. Bassoff, 2,363 shares; Mr. Bohrer,
2,338 shares; Mr. Lawce, 2,288 shares; Mr. Straka, 19,205 shares; Mr. Rush,
52,400 shares; and Mr. Winn, 3,550 shares.
(3) Includes the following number of shares of Common Stock held by
certain of the Selling Stockholders under the Company's 401(k) Plan: Mr.
Hess, 4,351 shares; Ms. Paddock, 158 shares; Mr. Savage, 1,430 shares; Mr.
McCarthy, 13,310 shares; Mr. Finch, 296 shares; Mr. Johnson, 11,184 shares;
Mr. Coker, 7,433 shares; Mr. Allen, 8,044 shares; Mr. Graves, 3,059 shares;
Mr. Bauer, 6,805 shares; Mr. Lewis, 4,744 shares; Mr. Leggett, 3,456
shares; Mr. Bohrer, 525 shares; Mr. Straka, 3,572 shares; and Mr. Rush,
1,204 shares.
(4) Mr. Tatro has been Senior Vice President of Airgas-Nor Pac, Inc. , a
subsidiary of the Company, since January 1998. Prior to that, Mr. Tatro
served as President of Cascade Airgas, Inc., a former subsidiary of the
Company, from January 1993 to December 1997.
(5) Mr. Hess has been Vice President- Operations of Airgas-Intermountain,
Inc. , a subsidiary of the Company, since January 1998. Prior to that, Mr.
Hess served as President of Mountain Airgas, Inc., a former subsidiary of
the Company, from January 1991 to December 1997.
(6) Ms. Paddock has been President of Airgas-Nor Pac, Inc. , a subsidiary
of the Company, since January 1998. Prior to that, Ms. Paddock served as
President of Pacific Airgas, Inc., a former subsidiary of the Company, from
July 1993 to December 1997.
(7) Mr. Savage has been Senior Vice President of Airgas-West, Inc. , a
subsidiary of the Company, since January 1998. Prior to that, Mr. Savage
served as President of Parsons Airgas, Inc., a former subsidiary of the
Company, from May 1991 to December 1997.
<PAGE> 11
(8) Mr. McCarthy has been President of Airgas-Northern California &
Nevada, Inc. , a subsidiary of the Company, since January 1998. Prior to
that, Mr. McCarthy served as President of Sierra Airgas, Inc., a former
subsidiary of the Company, from January 1993 to December 1997.
(9) Mr. Hooper has been President of Airgas-West, Inc. , a subsidiary of
the Company, since January 1998. Prior to that, Mr. Hooper served as
President of Southern California Airgas, Inc., a former subsidiary of the
Company, from July 1996 to December 1997, and President of Arizona Welding
Equipment, from July 1995 to June 1996.
(10) Mr. Finch has been Division Vice President- West since May 1998.
Prior to that, Mr. Finch served as Vice President of Airgas-Southwest,
Inc., a subsidiary of the Company, from January 1998 to April 1998. Mr.
Finch was the President of Airgas Houston, Inc., a former subsidiary of the
Company, from April 1995 to December 1997.
(11) Mr. Johnson has been Executive Vice President of Airgas-Mid
South, Inc. , a subsidiary of the Company, since January 1998. Prior to
that, Mr. Johnson served as President of Delta Airgas, Inc., a former
subsidiary of the Company, from August 1995 to December 1997.
(12) Mr. Coker has been President of Airgas-Gulf States, Inc. , a
subsidiary of the Company, since January 1994.
(13) Mr. Sartain has been Vice President of Airgas-South, Inc. , a
subsidiary of the Company, since January 1998. Prior to that, Mr. Sartain
served in various executive positions of Post Airgas, Inc., a former
subsidiary of the Company, from July 1984 to December 1997.
(14) Mr. Allen has been President of Airgas-North Central, Inc. , a
subsidiary of the Company, since January 1998. Prior to that, Mr. Allen
served as President of Central States Airgas, Inc., a former subsidiary of
the Company, from April 1993 to December 1997.
(15) Mr. Graves has been President of Airgas-Mid Atlantic, Inc., a
subsidiary of the Company since July 1998. Prior to that, Mr. Graves
served as President of Airgas Ontario, Inc. , a former subsidiary of the
Company, from April 1997 to June 1998, and served as President of Empire
Airgas, Inc., a former subsidiary of the Company, from October 1991 to
March 1997.
(16) Mr. Bauer has been President of Airgas-Mountain States, Inc. , a
subsidiary of the Company, since June 1995. Prior to that, Mr. Bauer
served as Vice President-Sales from December 1989 to May 1995.
(17) Mr. Erkenbrack has been Regional Vice President of Airgas-North
Central, Inc. , a subsidiary of the Company, since January 1998. Prior to
that, Mr. Erkenbrack served as President of Northern Airgas, Inc., a former
subsidiary of the Company, from January 1993 to December 1997.
(18) Mr. Musselman has been Division President-East since April 1997.
Prior to that, Mr. Musselman served as President of Northeast Airgas, Inc.
from January 1989 to March 1997.
(19) Mr. Muller has been President of Airgas-Northeast, Inc.
("Northeast") , a subsidiary of the Company, since April 1997. Prior to
that, Mr. Muller served as Vice President and General Manager of Northeast
from November 1996 to March 1997 and as Vice President and General Manager
of Northeast Airgas, Inc., a former subsidiary of the Company, from January
1994 to October 1996.
(20) Mr. Lewis has been Executive Vice President of Airgas- South,
Inc. , a subsidiary of the Company, since January 1998. Prior to that,
Mr. Lewis served as President of Post Airgas, Inc., a former subsidiary of
the Company, from August 1997 to December 1997 and as President of Keystone
Airgas, Inc., a former subsidiary of the Company, from July 1995 to July
1997.
<PAGE> 12
(21) Mr. Leggett was President of Airgas-Mid Atlantic, Inc. , a
subsidiary of the Company, from January 1998 to June 15, 1998. Prior to
that, Mr. Leggett served as President of Potomac Airgas, Inc., a former
subsidiary of the Company, from July 1995 to December 1997.
(22) Mr. Featherstone has been President of Red-D-Arc, Inc. ("Red-D-
Arc"), a subsidiary of the Company, since June 1995.
(23) Mr. Imielinski has been Vice President-Rentals of Red-D-Arc,
since June 1995.
(24) Mr. Watson has been Vice President-Rentals of Red-D-Arc, since
June 1995.
(25) Mr. Johnston has been Vice President-Rentals of Red-D-Arc, since
June 1995.
(26) Mr. Rollino was President of Rutland Tool & Supply Co., Inc.
("Rutland") (a company acquired by the Company in September 1996), from
September 1996 to May 6, 1998. Prior to joining the Company, Mr. Rollino
was Vice President of that company from August 1984 to August 1996.
(27) Mr. Bassoff has been Chief Financial Officer of Rutland since
September 1996. Prior to that, Mr. Bassoff was Chief Financial Officer of
that company from December 1991 to August 1996.
(28) Mr. Bohrer has been Vice President of Rutland since September
1996. Prior to that, Mr. Bohrer was Vice President of that company from
August 1991 to August 1996.
(29) Mr. Lawce has been Vice President- Purchasing of Rutland since
September 1996. Prior to that, Mr. Lawce was Vice President-Purchasing of
that company from August 1991 to August 1996.
(30) Mr. Straka has been President of Airgas Specialty Gases, Inc. a
subsidiary of the Company, since August 1, 1996. Prior to that, Mr. Straka
was the President of Southern California Airgas, Inc., a former subsidiary
of the Company, from June 1993 to July 1996.
(31) Mr. Rush has been President, Airgas-South, Inc. , a subsidiary of
the Company, since January 1998. Prior to that, Mr. Rush served as
Division President- South from December 1995 to December 1997.
(32) Mr. Winn was Director of CO2 Development for the Company from
September 1996 to July 1997. Prior to that, Mr. Winn was the President of
Southeast Airgas, Inc., a former subsidiary of the Company, from February
1993 to August 1996.
</TABLE>
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, 25,828 shares of the Company's Common Stock.
<PAGE> 13
EXPERTS
The consolidated financial statements and schedules of Airgas, Inc. as
of March 31, 1998 and 1997, and for each of the years in the three-year
period ended March 31, 1998, 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 and upon the authority of said firm as experts in
accounting and auditing.
<PAGE> 14
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 723,513 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. . .. . 5 _____________, 1998
Incorporation by Reference. . 6
The Company. . . . . . . . . 7
The Offering . . . . . . . . 7
Use of Proceeds. . . . . . . 8
Plan of Distribution . . . . 8
Selling Stockholders . . . . 9
Legal Matters. . . . . . . . 12
Experts. . . . . . . . . . . 12
<PAGE> 15
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 $ 2,686 *
NYSE Listing Fee 1,500
Printing and Engraving 1,000
Accounting Fees 3,000
Legal Fees 5,000
Miscellaneous 5,000
Total $18,186
_________________
* 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 articles of incorporation provide 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 articles also
provide 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> 16
ITEM 16. EXHIBITS.
5. Opinion and consent of McCausland, Keen & Buckman, counsel to
the Company.
10.1 Exchange Rights Agreement dated October 1, 1989 (Incorporated
by reference to Exhibit 10.13 to the Company's March 31, 1992 annual report
on Form 10-K).
10.2 First Amendment to Exchange Rights Agreement dated April 30,
1992 (Incorporated by reference to Exhibit 10.14 to the Company's March 31,
1992 annual report on Form 10-K).
10.3 Amended and Restated Exchange Rights Agreement (Incorporated
by reference to Exhibit 10.15 to the Company's March 31, 1993 annual report
on Form 10-K).
10.4 First Amendment to Amended and Restated Exchange Rights
Agreement dated February 28, 1998, between the Company and Dan L. Tatro
(Pursuant to Instruction 2 to Item 601 of Regulaiton S-K, the First
Amendment to the Amended and Restated Exchange Rights Agreement, which are
substantially identical in all material respects except as to the parties
thereto, between the Company and the following individuals are not being
filed: Dale E. Hess, Patricia E. Paddock, Ronald Savage, James D.
McCarthy, Jr., Max D. Hooper, Robert J. Finch, Richard W. Johnson, Henry B.
Coker, Frank B. Sartain, Jeff Allen, Charles Graves, David J. Bauer,
Theodore D. Erkenbrack, John Musselman, James A. Muller, Edward A. Lewis,
Jr., Charles Leggett, Joseph P. Featherstone, Michel Imielinski, Brian
Watson, Christopher Johnston, Joesph P. Rollino, Frank K. Bassoff, Robert
J. Bohrer, George Lawce, Mark A. Straka, Ronald B. Rush and John T. Winn,
III).
23.1 Consent of McCausland, Keen & Buckman (included in Exhibit 5)
23.2 Consent of KPMG Peat Marwick LLP.
24. Power of Attorney (see signature page)
99. The registrant's Form 8-K dated December 5, 1996.(Incorporated
by reference)
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.
<PAGE> 17
(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.
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> 18
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 7, 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 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.
<PAGE> 19
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: August 7, 1998
_________________________________
Robert E. Naylor, Director
/S/ROBERT L. YOHE Date: August 7, 1998
_________________________________
Robert L. Yohe, Director
/S/FRANK B. FOSTER, III Date: August 7, 1998
_________________________________
Frank B. Foster, III, Director
/S/JOHN A. H. SHOBER Date: August 7, 1998
_________________________________
John A. H. Shober, Director
/S/MERRIL L. STOTT Date: August 7, 1998
_________________________________
Merril L. Stott, Director
/S/RAJIV L. GUPTA Date: August 7, 1998
_________________________________
Rajiv L. Gupta, Director
/S/W. THACHER BROWN Date: August 7, 1998
_________________________________
W. Thacher Brown, Director
/S/ARGERIS N. KARABELAS Date: August 7, 1998
_________________________________
Argeris N. Karabelas, Director
<PAGE> EX-1
EXHIBIT 5
August 7, 1998
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Airgas, Inc./Registration Statement on Form S-3
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 is being 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 707,010 shares of the Company's
Common Stock, par value $.01 per share (the "Shares"), issued to the
Selling Stockholders upon the exchange of shares in the Company's operating
subsidiaries (the "Subsidiary Shares") acquired by the Selling Stockholders
pursuant to exchange rights agreements ("Exchange Rights Agreements").
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 Exchange Rights Agreements and
related
minutes of actions taken by the Board of Directors of the Company. 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 the Shares are
validly issued, fully paid and non-assessable.
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.
Sincerely,
McCAUSLAND, KEEN & BUCKMAN
By: ROBERT H. YOUNG, JR.
_______________________
President
<PAGE> EX-2
FIRST AMENDMENT TO AMENDED
AND RESTATED EXCHANGE RIGHTS AGREEMENT
THIS FIRST AMENDMENT TO AMENDED AND RESTATED EXCHANGE RIGHTS AGREEMENT
is made as of the 28th day of February, 1998, by and between Cascade
Airgas, Inc., a Delaware corporation (the "Company"); Airgas, Inc., a
Delaware corporation ("Airgas"); Dan L. Tatro, an individual, his estate or
personal representative, and any transferee of the Stock who shall
hereinafter become a party hereto by executing a counterpart hereof
(hereinafter referred to as "Shareholder"). Terms not defined herein shall
have the meanings given to them in the Agreement (as defined herein).
BACKGROUND
The Company, Airgas and Shareholder each executed and delivered an
Amended and Restated Exchange Rights Agreement (the "Agreement"), dated as
of March 1, 1994, which sets forth, among other things, their agreements
with regard to certain limited rights and obligations to exchange the
shares of the Stock for shares of Airgas common stock. Terms not defined
herein shall have the meanings given to them in the Agreement.
The Company, Airgas and Shareholder desire to amend certain terms and
provisions of the Agreement as more particularly set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and obligations hereinafter set forth, and intending to be
legally bound, the parties hereto agree as follows:
1. Section 1.8 of the Agreement is hereby amended to read as
follows:
1.8 Valuation Date. February 28, 1998.
2. Section 1.9 of the Agreement is hereby amended to read as
follows:
1.9 Final Valuation Notice. A final notice of valuation of the
Stock as defined in Section 3.4 hereof.
3. Section 3.2 of the Agreement is hereby amended to read as
follows:
<PAGE> EX-3
3.2 Mandatory Exchange. On any Mandatory Exchange Date made
applicable to all the minority shareholders of Company by the Board of
Directors of Airgas, Shareholder or, in the case of Shareholder's death,
Shareholder's personal representative shall exchange ("Mandatory Exchange")
all of the shares of Stock, valued in accordance with the provisions of
Section 3.3, for shares of common stock of Airgas. Airgas hereby gives
notice to the Company and Shareholder that a Mandatory Exchange applicable
to Shareholder will occur on February 28, 1998. Airgas has delivered a
preliminary draft of a Final Valuation Notice to the Company and
Shareholder and will deliver an interim draft of a Final Valuation Notice
to the Company and Shareholder on or before April 30, 1998. The Final
Valuation Notice will be delivered to the Company and Shareholder by Airgas
on or before May 31, 1998. Certificates evidencing the Stock and Airgas
shares shall be delivered, and all action necessary to complete the
Mandatory Exchange shall be taken, in accordance with the provisions of
Section 3.5 hereof.
3. Section 3.4 of the Agreement is hereby amended to read as
follows:
3.4. Notice of Valuation. For purposes of the Mandatory
Exchange, the final notice of valuation of the Stock (the "Final Valuation
Notice"), shall contain the following information:
(a) the dollar value of Company's common stock as of the
Valuation Date, as determined in accordance with Section 3.3 hereof;
(b) a calculation, based upon the number of shares of the
Stock as a percentage of all of the outstanding shares of common stock of
Company, of the dollar value of the Stock as of the Valuation Date; and
(c) a calculation of the number of shares of Airgas common
stock, valued on the basis of the Closing Price on the Valuation Date,
rounded to the nearest whole share, issuable to Shareholder upon the
exchange of Shareholder's Stock, valued in accordance with Section 3.3
hereof.
4. Section 3.5 of the Agreement is hereby amended to read as
follows:
3.5 Delivery of Certificates. On or before February 28, 1998,
Shareholder shall deliver to Airgas the stock certificates or other
instruments evidencing all of the Stock, together with stock powers for the
Stock duly endorsed for transfer and such other documents as shall be
necessary to effectuate the exchange or as Airgas may reasonably request.
On or before June 1, 1998, and following receipt of such deliveries and
upon compliance by Shareholder with all the provisions of this Agreement,
Airgas shall cause to be issued a certificate dated as of the Exchange Date
evidencing the number of shares of Airgas common stock set forth in the
Final Valuation Notice. All expenses incurred by Airgas in connection with
the valuation and exchange of Stock and the issuance of Airgas common stock
shall be paid by Airgas.
5. A new Section 4.3 is added to the Agreement to read in its
entirety as follows:
4.3 Shareholder represents, warrants and agrees as of the date
hereof that he does not intend to sell or otherwise dispose of the shares
of Airgas common stock he receives in connection with the Mandatory
Exchange.
6. Except as otherwise provided herein, the terms of the Agreement
shall remain in full force and effect.
<PAGE> EX-4
IN WITNESS WHEREOF, the parties have executed this First Amendment to
Amended and Restated Exchange Rights Agreement as of the day and year first
above written.
CASCADE AIRGAS, INC.
By: ________________________________
Jeffrey P. Cornwell, Vice President
AIRGAS, INC.
By: ________________________________
Thomas C. Deas, Jr., Vice President
SHAREHOLDER
____________________________________
Dan L. Tatro
SHAREHOLDER'S SPOUSE
____________________________________
Linda J. Tatro
<PAGE> EX-5
EXHIBIT 23.2
Consent of Independent Auditors
The Board of Directors
Airgas, Inc.:
We consent to the use of our report included in the Company's annual report
on Form 10-K for the year ended March 31, 1998 which has been incorporated
herein by reference and to the reference to our firm under the heading
"Experts" in the prospectus.
KPMG PEAT MARWICK LLP
Philadelphia, PA
August 5, 1998
