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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
[ x ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________ to _______
Commission file number 333-60999
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
Airgas, Inc. 1998 Employee Stock Purchase Plan
B. Name of the issuer of the securities held pursuant to the plan and the
address of its principal executive office:
Airgas, Inc.
259 North Radnor-Chester Road
Suite 100
Radnor, PA 19087-5283
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AIRGAS, INC.
1998 EMPLOYEE STOCK PURCHASE PLAN
ANNUAL REPORT ON FORM 11-K
December 31, 1998
INDEX
PAGE
Report of Independent Auditors .......................................3
AUDITED FINANCIAL STATEMENTS
Statement of Financial Position as of December 31, 1998...............4
Statement of Changes in Participant's Equity for the five months
ended December 31, 1998 ............................................5
Notes to Financial Statements ........................................6
SIGNATURES.............................................................8
EXHIBIT INDEX
Consent of Independent Auditors ......................................9
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INDEPENDENT AUDITORS' REPORT
To the Nominating and Compensation Committee of the
Airgas, Inc. Board of Directors:
We have audited the accompanying statement of financial position of the
Airgas, Inc. 1998 Employee Stock Purchase Plan (the "Plan") as of December
31, 1998 and the related statement of changes in participants' equity for
the period from August 5, 1998 (inception) to December 31, 1998. These
financial statements are the responsibility of the Plan's administrator.
Our responsibility is to express an opinion on these financial statements
based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by the Plan's administrator, as well as
evaluating the overall financial statement presentation. We believe that
our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of the Plan as of December
31, 1998 and the changes in its participants' equity for the period from
August 5, 1998 (inception) to December 31, 1998, in conformity with generally
accepted accounting principles.
KPMG LLP
Philadelphia, Pennsylvania
March 19, 1999
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AIRGAS, INC.
1998 EMPLOYEE STOCK PURCHASE PLAN
STATEMENT OF FINANCIAL POSITION
December 31, 1998
ASSETS
Participants' payroll deductions receivable from Airgas, Inc. $265,263
PARTICIPANTS' EQUITY
Participants' Equity $265,263
The accompanying notes are an integral part of these financial statements.
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AIRGAS, INC.
1998 EMPLOYEE STOCK PURCHASE PLAN
STATEMENT OF CHANGES IN PARTICIPANTS' EQUITY
Five Months Ended December 31, 1998
Increase during period:
Participants' payroll deductions $ 265,263
Net change in participants' equity 265,263
Balance at beginning of period --
Balance at end of year $ 265,263
The accompanying notes are an integral part of these financial statements.
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AIRGAS, INC.
1998 EMPLOYEE STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1998
(1) Description of the Plan
The following description of the Airgas, Inc. 1998 Employee Stock Purchase
Plan (the "Plan") provides general information only. Participants should
refer to the Plan prospectus for more complete information.
General
The purpose of the Plan is to encourage and assist employees of Airgas,
Inc. and its subsidiaries (the "Company"), by giving them the opportunity
to acquire an equity interest in the Company through the purchase of shares
of the Company's Common Stock at a discount. Generally, employees may
elect to have up to 15% of their annual gross compensation (including base
salary, commissions and over-time) withheld to purchase the Company's
Common Stock at 85 percent of its market value. Market value under the
Plan is either the closing market price of the Common Stock as of the
employees' enrollment date in the Plan or the closing market price on the
quarterly purchase date, whichever is lower. Employees lock-in a purchase
price under the Plan for up to 27 months. The Plan was adopted by the
Board of Directors in May 1998 and was approved by the stockholders of the
Company in August 1998. A maximum of three million (3,000,000) shares of
Common Stock may be purchased under the Plan. From the Plan's inception
(August 5, 1998) to December 31, 1998, no shares were issued under the
Plan.
The Plan is accounted for on the accrual basis of accounting. Purchases
and sales of shares of Company Common Stock are recorded on a trade date
basis.
(2) Purchase and Distribution of Shares
Purchases are made by the Plan quarterly. Shares purchased are deposited
into individual brokerage firm accounts maintained for the participants.
The Common Stock is purchased at a price equal to the lower of: the closing
price of the Common Stock on the New York Stock Exchange on the
participant's enrollment date, multiplied by the discount percentage; or
the closing price of the Common Stock on the New York Stock Exchange on the
purchase date, multiplied by the discount percentage.
(3) Participants' Payroll Deductions
At December 31, 1998, participants' payroll deductions receivable from
Airgas, Inc. represents deductions retained by the Company, for
contribution to the Plan to purchase shares on behalf of the participants
on the Plan's first quarterly purchase date in March 1999.
(4) Administrative Expenses of the Plan
All administrative expenses of the Plan are paid by the Company. Any
brokerage fees for the purchase of shares on behalf of Plan Participants
are paid by the Company, but brokerage fees for the resale of shares by
Participants are paid by the Participants.
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AIRGAS, INC.
1998 EMPLOYEE STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS (continued)
(5) Federal Income Tax
The Plan is intended to qualify as an "employee stock purchase plan" under
Section 421 and Section 423 of the Internal Revenue Code of 1986, as
amended. Under existing federal income tax laws, the Plan is not subject
to federal income tax. When any shares of stock are sold by a participant,
any gain or loss must be recognized by that participant.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Plan Administrator has duly caused this annual report to be signed
on its behalf by the undersigned hereunto duly authorized.
1998 EMPLOYEE STOCK PURCHASE PLAN
(Name of Plan)
BY: Nominating and Compensation Committee
of the Airgas, Inc. Board of Directors
as Plan Administrator
/s/ W. Thacher Brown
_______________________________
W. Thacher Brown
/s/ Robert E. Naylor, Jr.
_______________________________
Robert E. Naylor, Jr.
/s/ Rajiv L. Gupta
_______________________________
Rajiv L. Gupta
/s/ Robert L. Yohe
_______________________________
Robert L. Yohe
DATED: March 29, 1999
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EXHIBIT INDEX
Exhibit
23 Consent of KPMG LLP
EXHIBIT 23
Consent of Independent Auditors
The Board of Directors
Airgas, Inc.
We consent to incorporation by reference in the registration statement (No.
333-60999) on Form S-8 of Airgas, Inc. of our report dated March 19, 1999
relating to the statement of financial position of the Airgas, Inc. 1998
Employee Stock Purchase Plan as of December 31, 1998 and the related
statement of changes in participants' equity for the period from August 5,
1998 (inception) to December 31, 1998 which report is included in the
December 31, 1998 Annual Report on Form 11-K of the Airgas, Inc. 1998
Employee Stock Purchase Plan.
KPMG LLP
Philadelphia, Pennsylvania
March 25, 1999
