UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of
the Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
May 4, 2005
AIRGAS, INC.
(Exact name of registrant as specified in its charter)
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| Delaware | | 1-9344 | | 56-0732648 |
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| (State or other | | (Commission File Number) | | (I.R.S. Employer |
| jurisdiction of | | | | Identification No.) |
| incorporation) | | | | |
259 North Radnor-Chester Road, Suite 100
Radnor, PA 19087-5283
(Address of principal executive offices)
Registrant’s telephone number, including area code:(610) 687-5253
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).
TABLE OF CONTENTS
Item 2.02 Results of Operations and Financial Condition
On May 4, 2005, Airgas, Inc. (the “Company”) reported its earnings for its fourth quarter and fiscal year ended March 31, 2005, as described in the press release attached as Exhibit 99.1 and incorporated herein by reference.
The information contained in this Form 8-K report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or incorporated by reference in any filing under the Securities Exchange Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.
Non-GAAP Measures:
The press release attached as Exhibit 99.1 contains certain financial measures that are not defined under generally accepted accounting principles (GAAP). Free Cash Flow is a non-GAAP measure that provides investors meaningful insight into the Company’s ability to generate cash from operations, which can be used at management’s discretion for acquisitions, the prepayment of debt or to support other investing and financing activities. After-Tax Cash Flow is a non-GAAP measure that provides investors meaningful insight into the Company’s ability to generate cash from operations to support working capital requirements, capital expenditures and financial obligations. The Company uses the non-GAAP measure Adjusted Debt to provide investors with a more accurate and meaningful measure of the change in the Company’s obligation to repay debt by adjusting for the non-recourse debt of the National Welders joint venture, non-cash interest rate hedging and funds received or repaid under the trade receivables securitization program. Diluted earnings per share, excluding certain gains and charges, is a non-GAAP measure that the Company believes is more indicative of on-going operations and provides investors with meaningful trend information.
The Company’s intent is to provide non-GAAP financial information to enhance investors’ understanding of the Company’s consolidated financial statements and should be considered by the reader in addition to, but not instead of, the financial statements prepared in accordance with GAAP.
Item 9.01 Financial Statements and Exhibits
(a) None
(b) None
(c) Exhibits.
99.1 — Press Release dated May 4, 2005
Signatures
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant and Co-Registrants have duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| AIRGAS, INC. | | | | AIRGAS EAST, INC. |
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| (Registrant) | | | | AIRGAS GREAT LAKES, INC. |
| | | | | | AIRGAS MID AMERICA, INC. |
| | | | | | AIRGAS NORTH CENTRAL, INC. |
| BY: | | /s/ Robert M. McLaughlin | | | | AIRGAS SOUTH, INC. |
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| | Robert M. McLaughlin | | | | AIRGAS GULF STATES, INC. |
| | Vice President & Controller | | | | AIRGAS MID SOUTH, INC. |
| | | | | | AIRGAS INTERMOUNTAIN, INC. |
| | | | | | AIRGAS NORPAC, INC. |
| | | | | | AIRGAS NORTHERN CALIFORNIA & NEVADA, INC. |
| | | | | | AIRGAS SOUTHWEST, INC. |
| | | | | | AIRGAS WEST, INC. |
| | | | | | AIRGAS SAFETY, INC. |
| | | | | | RUTLAND TOOL & SUPPLY CO., INC. |
| | | | | | AIRGAS CARBONIC, INC. |
| | | | | | AIRGAS SPECIALTY GASES, INC. |
| | | | | | NITROUS OXIDE CORP. |
| | | | | | RED-D-ARC, INC. |
| | | | | | AIRGAS DATA, LLC |
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| | | | | | (Co-Registrants) |
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| | | BY: | | /s/ Robert M. McLaughlin |
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| | | | Robert M. McLaughlin |
| | | | Vice President |
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| | | ATNL, INC. |
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| | | (Co-Registrant)
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| | BY: | | /s/ Melanie Andrews |
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| | | | Melanie Andrews |
| | | | President |
DATED: May 5, 2005
