<PAGE>
As filed with the Securities and Exchange Commission on November 14, 2000
Registration No. 333-46266
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________
Amendment No. 1 to
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 19087-5283
(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 19087-5283
(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 North Radnor-Chester Road, Suite 160
Radnor, Pennsylvania 19087-5283
(610) 341-1000
<PAGE>
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 Amount to be Proposed Maximum Proposed Maximum Amount of
Shares to be Registered Aggregate Price Aggregate Offering Registration
Registered Per Unit (1) Price (1) Fee (1)
_______________________________________________________________________________________
<S> <C> <C> <C> <C>
Common Stock,
par value
$.01 per share 368,628 shares $5.969 (2) $2,200,248 (2) $581 (2)
33,936 shares $6.875 (3) $ 233,310 (3) $ 62 (3)
------- ---------- ----
402,564 shares $2,433,558 $643
_______________________________________________________________________________________
(1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) based on the average of the high and low prices of the
registrant's stock as reported on the New York Stock Exchange on September 18,
2000, with respect to the Registrant's initial filing of the Form S-3, and on
November 7, 2000, with respect to the filing of Amendment No. 1 to
Registration No. 333-46266.
(2) Relates to shares filed under the Registrant's initial filing of the Form
S-3. The filing fee of $581 was previously paid.
(3) Relates to additional shares under Amendment No. 1 to Registration No.
333-46266.
</TABLE>
Pursuant to Rule 429 under the Securities Act of 1933, the Registrant is
using a combined prospectus in this Registration Statement. This Registration
Statement also constitutes Post-Effective Amendment No. 1 to Registration No.
333-46739. Such registration statement relates to 1,068,686 shares of the
Registrant's common stock, for which a filing fee of $5,034 was paid.
____________
<PAGE>
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.
_____________
<PAGE> 1
SUBJECT TO COMPLETION NOVEMBER 14, 2000
The information in this preliminary prospectus is not complete and may be
changed. The selling stockholders may not sell these securities until the
registration statement filed with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell these securities and it is
not soliciting an offer to buy these securities in any state where the offer
or sale is not permitted.
PROSPECTUS
______________
AIRGAS, INC.
______________
1,471,250 Shares of Common Stock
This prospectus relates to the offering of 1,471,250 shares of our common
stock by the selling stockholders identified on pages 7 and 8. We issued the
shares to the stockholders in connection with our acquisition of a company in
which they were shareholders. The stockholders may sell these shares from time
to time:
- on the New York Stock Exchange
- on any other exchange on which the common
stock may be traded
- in the over-the-counter market at prices
prevailing at the times of such sales
- in private sales at prices related to the
prevailing market prices or at negotiated prices.
We will not receive any of the proceeds from the sale of the shares.
Our common stock is traded on the New York Stock Exchange under the
symbol "ARG." On November 13, 2000 the last reported sale price was $7.5625
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 November ___, 2000.
<PAGE> 2
TABLE OF CONTENTS
PAGE
Where You Can Find More Information. . . . 2
The Company. . . . . . . . . . . . . . . . 3
The Offering . . . . . . . . . . . . . . . 3
Risk Factors . . . . . . . . . . . . . . . 4
Use of Proceeds. . . . . . . . . . . . . . 6
Plan of Distribution . . . . . . . . . . . 7
Selling Stockholders . . . . . . . . . . . 7
Legal Matters. . . . . . . . . . . . . . . 9
Experts. . . . . . . . . . . . . . . . . . 9
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission. You may read
and copy any document we file at the public reference facilities of the SEC
located at 450 Fifth Street N.W., Washington D.C. 20549. You may obtain
information on the operation of the SEC's public reference facilities by
calling the SEC at 1-800-SEC-0330. You can also access copies of such material
electronically on the SEC's home page on the World Wide Web at
http://www.sec.gov. Information concerning us is also available for inspection
at the offices of the New York Stock Exchange, 20 Broad Street, New York, New
York 10005.
This prospectus is part of a registration statement (Registration No.
333-46266) that we filed with the SEC. The SEC permits us to "incorporate by
reference" the information we file with the SEC, which means that we can
disclose important information to you by referring you to those documents. The
information incorporated by reference is considered to be part of this
prospectus, and information we file with the SEC after the date of this
prospectus will automatically update and supersede this information. We
incorporate by reference the documents filed by us with the SEC (File No. 1-
9344). We incorporate by reference the documents listed below and any future
filings made with the SEC under Section 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended, after the date of this prospectus
until the termination of this offering.
1. Our annual report on Form 10-K for the fiscal year ended
March 31, 2000.
2. Our quarterly reports on Form 10-Q for the quarters ended
June 30, 2000 and September 30, 2000.
3. Our current reports on Forms 8-K filed since March
31, 2000 (our fiscal year-end) dated April 28, 2000, May 12,
2000, July 27, 2000, September 19, 2000, October 26, 2000 and
November 9, 2000.
<PAGE> 3
4. Our registration statement on Form 8-A, relating to our common
stock, effective under Section 12(b) of the Securities Exchange
Act of 1934 on December 19, 1986.
You may request orally or in writing a copy of any or all of these
filings at no cost. However, we will not provide exhibits to such documents,
unless such exhibits are specifically incorporated by reference in such
documents. You should direct requests for such copies to Todd R. Craun,
Corporate Counsel, Airgas, Inc., Radnor Court, 259 North Radnor-Chester Road,
Suite 100, Radnor, Pennsylvania 19087-5283, (610)687-5253.
To the extent information in any document which is filed after the date
of this prospectus supersedes or amends any information included in or
incorporated by reference in this prospectus, you should only rely on the
information as so superseded or amended.
THE COMPANY
Airgas, Inc. is the largest distributor of industrial, medical and
specialty gases and equipment and the third largest distributor of safety
products in the United States. Our Distribution network consists of
approximately 700 locations in 44 states. We classify our operations into two
business segments: Distribution and Gas Operations. Our Distribution
segment's products and services include packaged and small bulk gases, gas
cylinder and welding equipment rental and hardgoods. Hardgoods consist of
welding supplies and equipment, safety products, and industrial tools and
supplies. Gas Operations' products primarily include dry ice and carbon
dioxide that are used for cooling, food and beverage applications, chemical
products and oil and gas extraction. The Gas Operations segment also produces
and distributes specialty gases and nitrous oxide. Our principal business
strategy is to focus on internal growth, supplemented by packaged gas
distributor acquisitions. To promote internal growth, we have also
selectively added complementary product offerings to leverage our distribution
network.
THE OFFERING
On October 1, 1997, we acquired Industrial Gas Products & Supply, Inc.
("IGP") and, as a result, we issued 1,244,512 shares of our common stock to
the former shareholders of IGP. In addition, under the acquisition agreement,
the former shareholders of IGP had the right to receive additional shares of
our common stock if the average closing market value of our shares for the ten
trading days ending October 1, 2000 was less than $13.10. On October 1, 2000,
they became entitled to receive 787,564 additional shares because the average
closing market value of our common stock for the ten trading days ending on
that date was $6.0875. The number of additional shares issuable to the selling
stockholders was based upon the number of shares held by them on October 1,
2000 and the difference between $13.10 and $6.0875.
<PAGE> 4
We provided the selling stockholders with registration rights under a
registration rights and stock adjustment agreement. We filed a registration
statement of which this prospectus is a part in satisfaction of our
obligations to register the shares for sale by the selling stockholders.
RISK FACTORS
In addition to the other information in this prospectus and in the
documents we filed with the Commission that are incorporated in this
prospectus, you should consider the following factors in evaluating Airgas
before purchasing the shares of our common stock.
WE MAY NOT BE SUCCESSFUL IN GENERATING INTERNAL SALES GROWTH AND IN
CONTROLLING EXPENSES.
Although one of our principal business strategies is to focus on internal
sales growth, the achievement of this objective may be adversely affected by:
o the effects of competition from independent distributors and
vertically integrated gas producers on products and pricing;
o the growth and acceptance of new product lines introduced by our
sales and marketing programs;
o the market acceptance and success of new sales channels, such as
e-commerce;
o changes in product prices from gas producers and name-brand
manufacturers of hardgoods; and
o general economic conditions in the industrial markets which we
serve, including metal fabrication, agriculture, mining,
construction and other markets.
In addition, we may not be able to adequately control expenses due to
inflation and potentially higher costs of our distribution infrastructure,
including the cost of developing new sales channels, such as e-commerce.
WE MAY NOT BE SUCCESSFUL IN MAKING ACQUISITIONS.
We have historically expanded our business primarily through
acquisitions. A part of our business strategy is to continue to grow through
the acquisition of distributors of industrial gases and related equipment.
Although we are not currently considering any material acquisitions, we will
consider and evaluate acquisitions on a continuing basis. We cannot assure
you that we will continue to be able to identify attractive or willing
acquisition candidates, or that we will be able to acquire attractive
candidates on economically acceptable terms. In addition, there is no
assurance that we will be able to obtain financing on terms acceptable to us
for future acquisitions. In connection with future acquisitions, we may also
issue securities, which may cause your interest to be diluted, incur
additional debt obligations or incur large one-time expenses.
<PAGE> 5
WE MAY NOT BE SUCCESSFUL IN INTEGRATING OUR PAST AND FUTURE ACQUISITIONS AND
ACHIEVING INTENDED BENEFITS AND SYNERGIES.
If we fail to achieve the intended financial or strategic benefits of
past and future acquisitions, our operating results may suffer. Acquisitions
involve numerous risks, including:
o difficulty with the assimilation of acquired operations and
products;
o failure to achieve targeted synergies;
o inability to retain key employees and business relationships of
acquired companies; and
o diversion of the attention and resources of our management team.
Any of these events could have an adverse affect on our financial performance.
WE HAVE SUBSTANTIAL DEBT AND OUR DEBT SERVICE OBLIGATIONS MAY ADVERSELY AFFECT
CASH FLOW.
We have substantial amounts of outstanding indebtedness. Our substantial
leverage could have significant negative consequences, including:
o increasing our vulnerability to general adverse economic and
industry conditions;
o limiting our ability to obtain additional financing;
o requiring the dedication of a substantial portion of our expected
cash flow from operations to service our indebtedness, thereby
reducing the amount of our expected cash flow available for other
purposes; and
o placing us at a possible competitive disadvantage relative to less
leveraged competitors.
In addition, our revolving credit facilities mature on December 5, 2002. As
of September 30, 2000, our total indebtedness outstanding under the credit
facilities was approximately $581 million. We are considering alternative
forms of financing to replace a portion of our current credit facilities. The
replacement financing for the credit facilities may result in higher interest
rates and higher interest expense on a portion or all of our outstanding debt.
Higher interest expense may have a negative effect on our operating results.
WE DEPEND ON OUR KEY PERSONNEL TO MANAGE OUR BUSINESS EFFECTIVELY AND THEY MAY
BE DIFFICULT TO REPLACE.
Our performance substantially depends on the efforts and abilities of
Peter McCausland, our Chief Executive Officer, and other executive officers
and key employees. We have no employment agreements preventing our officers
or key employees from joining our competitors or competing with us.
Furthermore, much of our competitive advantage is based on the expertise,
experience and know-how of our key personnel regarding our distribution
<PAGE> 6
infrastructure, systems and products. The loss of key employees could have a
negative effect on our business, revenues, results of operations and financial
condition.
LITIGATION AND REGULATORY REQUIREMENTS MAY HAVE A MATERIAL ADVERSE EFFECT ON
OUR BUSINESS.
From time to time, we are involved in lawsuits that arise from our
business transactions. We are also subject to regulatory requirements imposed
on us by various Federal and state governmental authorities. The defense and
ultimate outcome of lawsuits against us, as well as actions to satisfy
regulatory requirements, may result in higher operating expenses. Those
higher operating expenses could have a material adverse effect on our
business, results of operations or financial condition.
OUR STOCK PRICE HAS BEEN AND MAY CONTINUE TO BE VOLATILE.
The market price of our common stock has been, and may continue to be,
volatile. Our stock price has ranged between $4.625 and $10.1875 in the
fifty-two week period prior to November 13, 2000. Our stock price could be
subject to fluctuations in response to a variety of factors, including the
following:
o changes in the market valuations of chemical, specialty chemical and
related companies.
o changes in financial earnings estimates and expectations by
securities analysts.
o fluctuations in our operating results.
o announcements by us or our competitors of acquisitions, joint
ventures or other strategic relationships.
o sales of our common stock in the open market.
o additions and departures of key personnel.
o other events or factors that may be beyond our control, such as
general domestic economic, industry and market conditions.
In addition, the realization of any of the risks described in this prospectus,
as well as other factors, could have a material adverse impact on the market
price of our common stock and may result in a loss of some or all of your
investment.
USE OF PROCEEDS
We will not receive any proceeds from any sales of the shares by the
selling stockholders.
We will pay all fees and expenses in connection with registering the
shares for sale under the Securities Act.
<PAGE> 7
PLAN OF DISTRIBUTION
The selling stockholders, pledgees, donees, transferees or other
successors in interest may offer the shares registered for sale from time to
time, depending on market conditions and other factors, in one or more
transactions on the New York Stock Exchange or other national securities
exchanges on which our common stock is traded, in the over-the-counter market
or otherwise, at market prices prevailing at the time of sale, at negotiated
prices or at fixed prices. The shares may be offered in any manner permitted
by law, including through underwriters, brokers, dealers or agents, and
directly to one or more purchasers. Sales of the shares in this offering may
involve (a) sales to underwriters who will acquire the shares in this offering
for their own account and resell them in one or more transactions at fixed
prices or at varying prices determined at time of sale, (b) block transactions
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, (c) purchases by a broker or dealer as principal
and resale by such broker or dealer for its account, (d) an exchange
distribution in accordance with the rules of any such exchange and (e)
ordinary broker transactions and transactions in which a broker solicits
purchasers. Brokers and dealers may receive compensation in the form of
underwriting discounts, concessions or commissions from the stockholders (or
future holders of such shares) and/or purchasers of such shares for whom they
may act as agent (which compensation may be in excess of customary
commissions). The selling stockholders and any broker or dealer that
participates in the distribution of such shares may be deemed to be
underwriters and any commissions received by them and any profit on the resale
of such shares positioned by a broker or dealer may be deemed to be
underwriting discounts and commissions under the Securities Act. In the event
any selling stockholder engages an underwriter in connection with the sale of
such shares, to the extent required, a supplement to this prospectus will be
distributed, which will set forth the number of shares being offered and the
terms of the offering, including the names of the underwriters, dealers or
agents, the public offering price and any discounts, commissions or
concessions allowed or reallowed or paid by underwriters to dealers. The
selling stockholders may agree to indemnify any broker-dealer or agent that
participates in transactions involving sales of the shares against certain
liabilities, including liabilities under the Securities Act.
In addition, the selling stockholders may from time to time sell the
shares in transactions under Rule 144 promulgated under the Securities Act.
SELLING STOCKHOLDERS
The following table presents information with respect to beneficial
ownership of our common stock as of October 1, 2000, 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 our outstanding common stock as of
the date of this prospectus. Unless otherwise indicated, the selling
stockholders have sole voting and investment power with respect to the shares
listed.
<PAGE> 8
<TABLE>
<CAPTION>
Number of Number of
Shares Shares
Beneficially Beneficially
Owned Prior to Shares Being Owned After
Selling stockholders the Offering (1) Offered (1) the Offering (1)
____________________ ________________ ____________ ________________
<S> <C> <C> <C>
Estate of J.F. Dammann (2) 188,990 188,990 -0-
Ruth C. Dammann (2) 177,994 177,994 -0-
John H. Dammann (3) 461,756 461,756 -0-
Julius F. Dammann, III (4) 523,001 523,001 -0-
Jo Ann Dammann (3) 7,531 7,531 -0-
Florence Dammann (4) 7,531 7,531 -0-
Michael J. Dammann, Trustee
UAD 12/20/97 by J.F. Dammann
& Ruth C. Dammann Trust 18,528 18,528 -0-
Michael J. Dammann, Trustee
UAD 12/20/97 by Julius F.
Dammann, III & Florence Dammann 9,533 9,533 -0-
Karen S. Dammann, Trustee
UAD 12/20/97 by J.F. Dammann
& Ruth C. Dammann Trust 18,528 18,528 -0-
Karen S. Dammann, Trustee
DAD 12/20/97 by Julius F.
Dammann, III & Florence Dammann 9,533 9,533 -0-
David T. Dammann, Trustee
U/A DTD 12/20/97 by J.F. Dammann
& Ruth C. Dammann Trust 18,528 18,528 -0-
David T. Dammann, Trustee
UAD 12/20/97 by Julius F.
Dammann, III & Florence Dammann 9,533 9,533 -0-
Ann L. Moore, Trustee
UAD 12/20/97 by J.F. Dammann
& Ruth C. Dammann Trust 7,617 7,617 -0-
Ann L. Moore, Trustee
UAD 12/20/97 by John H. Dammann
& Jo Ann Dammann Trust 2,392 2,392 -0-
Deborah S. Mirkovich, Trustee
UAD 12/20/97 by J.F. Dammann
& Ruth C. Dammann Trust 7,863 7,863 -0-
Deborah S. Mirkovich, Trustee
UAD 12/20/97 by John H. Dammann
& Jo Ann Dammann Trust 2,392 2,392 -0-
_____________________
(1) Assumes that the selling stockholders sell all of the shares
being offered.
(2) Ruth C. Dammann is the former spouse of J.F. Dammann.
(3) John H. Dammann is the spouse of Jo Ann Dammann.
(4) Julius F. Dammann, III is the spouse of Florence Dammann.
</TABLE>
<PAGE> 9
TRANSFER AGENT AND REGISTRAR
The Transfer Agent and Registrar for our common stock is The Bank of New
York.
LEGAL MATTERS
The validity of the shares in this offering will be passed upon for the
selling stockholders by McCausland, Keen & Buckman, Radnor, Pennsylvania.
Certain attorneys of McCausland, Keen & Buckman beneficially own a total of
28,300 shares of our common stock.
EXPERTS
Airgas, Inc.'s consolidated financial statements and schedules as of
March 31, 2000 and 1999, and for each of the years in the three-year period
ended March 31, 2000, have been incorporated by reference in this prospectus
and in the registration statement in reliance upon the report of KPMG LLP,
independent certified public accountants, incorporated by reference herein,
and upon the authority of said firm as experts in accounting and auditing.
<PAGE> 10
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 offering covered by this prospectus.
If given or made, such information
or representation must not be relied
upon as having been authorized by us
or the selling stockholders. This AIRGAS, INC.
prospectus does not constitute an 1,471,250 Shares of Common Stock
offer to sell, or a solicitation of
an offer to buy, the common stock in any
jurisdiction where, or to any person to
whom, it is not lawful to make any such
offer or solicitation in such jurisdiction.
Neither the delivery of this prospectus
nor any sale of the offered shares shall,
under any circumstances, create any
implication that there has not been
any change in the facts of the offered
shares set forth in this prospectus or
in the affairs of Airgas, Inc. since
the date of the prospectus.
_______________________ ____________________________
PROSPECTUS
____________________________
November ___, 2000
<PAGE> 11
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. . . . . $ 643 *
NYSE Listing Fee. . . . . 334
Printing and Engraving . 150
Accounting Fees . . . . . 5,000
Legal Fees. . . . . . . . 10,000
Miscellaneous . . . . . . 1,000
______
Total $17,127
________________
* 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.
<PAGE> 12
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 LLP.
* 24. Power of Attorney (see signature page)
______________
* Previously filed.
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.
<PAGE> 13
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> 14
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 November 14, 2000.
AIRGAS, INC.
By: /S/PETER McCAUSLAND
_____________________________________
Peter McCausland
Director, Chairman of the Board
and Chief Executive Officer
By: /S/ROGER F. MILLAY
_____________________________________
Roger F. Millay
Senior Vice President-Finance and Chief
Financial Officer (Principal Financial
Officer)
By: /S/JEFFREY P. CORNWELL
_____________________________________
Jeffrey P. Cornwell
Vice President and Corporate
Controller (Principal Accounting
Officer)
<PAGE> 15
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/PETER McCAUSLAND * Date: November 14, 2000
_________________________________
Peter McCausland, Director,
Chairman of the Board and
Chief Executive Officer
/S/ W. THACHER BROWN * Date: November 14, 2000
_________________________________
W. Thacher Brown, Director
/S/ FRANK B. FOSTER, III * Date: November 14, 2000
_________________________________
Frank B. Foster, III, Director
/S/ JAMES W. HOVEY * Date: November 14, 2000
_________________________________
James W. Hovey, Director
/S/ JOHN A. H. SHOBER * Date: November 14, 2000
_________________________________
John A. H. Shober, Director
/S/ PAULA A. SNEED * Date: November 14, 2000
_________________________________
Paula A. Sneed, Director
/S/ DAVID M. STOUT * Date: November 14, 2000
_________________________________
David M. Stout, Director
/S/ LEE M. THOMAS * Date: November 14, 2000
_________________________________
Lee M. Thomas, Director
/S/ ROBERT L. YOHE * Date: November 14, 2000
_________________________________
Robert L. Yohe, Director
_____________
* Todd R. Craun, by signing his name hereto, does sign this Registration
Statement on behalf of each of the indicated directors of the Regristrant,
pursuant to powers of attorney executed by each of such directors and filed
with the Securities and Exchange Commission, on the date indicated.
/S/ Todd R. Craun Date: November 14, 2000
_________________________________
Todd R. Craun, Attorney-in-Fact
