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EXHIBIT 99.1
FORM 11-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[ x ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ________ to _______
Commission file number: 33-64114
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
1994 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.
Five Radnor Corporate Center
100 Matsonford Road
Suite 550
Radnor, Pennsylvania 19087
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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
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. 1994 Employee Stock Purchase Plan (the "Plan") as of December 31,
1994 and the related statement of changes in participants' equity for the year
then ended. 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,
1994 and the changes in its participants' equity for the year ended December
31, 1994, in conformity with generally accepted accounting principles.
KPMG PEAT MARWICK LLP
Philadelphia, Pennsylvania
April 24, 1995
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AIRGAS, INC.
1994 EMPLOYEE STOCK PURCHASE PLAN
STATEMENT OF FINANCIAL POSITION
December 31, 1994
ASSETS
Participants' payroll deductions
receivable from Airgas, Inc. $18,636
======
PARTICIPANTS' EQUITY
Participants' Equity $18,636
======
<FN>
The accompanying notes are an integral part of these financial statements.
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AIRGAS, INC.
1994 EMPLOYEE STOCK PURCHASE PLAN
STATEMENT OF CHANGES IN PARTICIPANTS' EQUITY
Year Ended December 31, 1994
Increase (decrease) during year:
Participants' payroll deductions $2,520,618
Cost of 138,481 shares of common stock
of Airgas, Inc. issued to participants
under the terms of the Plan (including
$5,224 in cash distributed for fractional
shares) (2,501,982)
_________
Net change in participants' equity 18,636
Balance at beginning of year -0-
_________
Balance at end of year $ 18,636
=========
<FN>
The accompanying notes are an integral part of these financial statements.
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Airgas, Inc.
1994 Employee Stock Purchase Plan
Notes to Financial Statements
December 31, 1994
(1) Description of the Plan
The following description of the Airgas, Inc. 1994 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.
(the Company) and its subsidiaries, 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. The enrollment date discount is
generally 15% of the closing price of the Common Stock at the date of
enrollment. The Plan was adopted by the Board of Directors in May 1993 and
was submitted for approval by the stockholders of the Company in July 1993. A
maximum of one million (1,000,000) shares of Common Stock may be purchased
under the Plan.
(2) Purchase and Distribution of Shares
Purchases are made by the Plan quarterly, and the shares purchased are
deposited into a brokerage firm account maintained for the participants. The
Common Stock is purchased at a price equal to the lower of: the discount
percentage of the closing price of the Common Stock on the New York Stock
Exchange on the participant's enrollment date; or the discount percentage of
the closing price of the Common Stock on the New York Stock Exchange on the
purchase date.
(3) Participants' Payroll Deductions
Participants' payroll deductions receivable from Airgas, Inc. represents
deductions which are less than the cost of one share of common stock that will
be carried forward for use in purchasing shares on the next quarterly purchase
date.
(4) Administrative Expenses of the Plan
All administrative expenses of the Plan are paid by the Company.
(5) Federal Income Tax
The Plan is intended to qualify as an "employee stock purchase plan" under
Section 421 and 423 of the Internal Revenue Code of 1986. 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.
1994 EMPLOYEE STOCK PURCHASE PLAN,
BY: Nominating and Compensation Committee
of the Airgas, Inc. Board of Directors
as Plan Administrator
/s/ John A. H. Shober
___________________________
John A. H. Shober
/s/ W. Thacher Brown
___________________________
W. Thacher Brown
/s/ James M. Hoak, Jr.
___________________________
James M. Hoak, Jr.
DATED: April 26, 1995