1 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
Form 10-K/A1
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 1995
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _______
Commission File No. 1-9344
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.)
5 Radnor Corporate Center, Suite 550
100 Matsonford Road, Radnor, Pennsylvania 19087-4579
(Address of principal executive offices) (Zip Code)
(610) 687-5253
(Registrant's telephone number, including area code)
Securities Registered Pursuant to Section 12 (b) of the Act:
Name of Each Exchange
Title of Each Class on Which Registered
______________________________________ _____________________
Common Stock, par value $.01 per share New York Stock Exchange
Securities registered pursuant to Section 12 (g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. YES X NO
_________ ________
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
The aggregate market value of the 26,086,772 shares of voting stock held
by non-affiliates of the registrant on May 22, 1995 was $694.6 million. For
purposes of this calculation only executive officers and directors were deemed
to be affiliates.
The number of shares of Common Stock outstanding as of May 22, 1995 was
30,784,645.
DOCUMENTS INCORPORATED BY REFERENCE
The Company's Proxy Statement for the Annual Meeting of Stockholders to
be held August 7, 1995 is partially incorporated by reference into Part III.
Those portions of the Proxy Statement included in response to Item 402(k) and
Item 402(l) of Regulation S-K are not incorporated by reference into Part III.
2
The Registrant hereby amends its Annual Report on Form 10-K for the
fiscal year ended March 31, 1995 for the purpose of filing, in accordance with
Rule 15d-21 promulgated under the Securities Exchange Act of 1934, Exhibit
23.2, Consent of Independent Accountants, and Exhibit 99.2 containing
information, financial statements and exhibits required by Form 11-K with
respect to the Registrant's 1994 Employee Stock Purchase Plan.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a)(1) and (2):
The response to this portion of Item 14 is submitted as a separate section of
this report beginning on page F-1. All other schedules have been omitted as
inapplicable, or not required, or because the required information is included
in the Consolidated Financial Statements or notes thereto.
(a)(3) Exhibits. The exhibits required to be filed as part of this annual
report on Form 10-K are listed in the attached Index to Exhibits.
(b) Reports on Form 8-K.
None.
(c) Index to Exhibits and Exhibits filed as a part of this report.
2.1 Acquisition of certain operations of The BOC Group, Inc. on February 8,
1994. (Incorporated by reference to the Company's Current Report, dated
February 17, 1994, filed on Form 8-K).
3.1 Certificate of Incorporation of the Company, as amended. (Incorporated
by reference to Exhibit 3.1 to the Company's June 30, 1987 Quarterly
Report on Form 10-Q).
3.2 By-Laws of the Company, as amended. (Incorporated by reference to Exhibit
3.2 to the Company's June 30, 1987 Quarterly Report on Form 10-Q).
3.3 Amendments to the Certificate of Incorporation of the Company dated
August 13, 1987, November 20, 1989 and August 3, 1994.
4.1 Sixth Amended and Restated Loan Agreement dated August 30, 1994 between
Airgas, Inc. and certain banks and NationsBank of North Carolina, N.A.
($250,000,000 credit facility).
4.2 Amendment No. 1 to the Sixth Amended and Restated Loan Agreement dated as
of November 8, 1994 between Airgas, Inc. and certain banks and
NationsBank of North Carolina, N.A.
4.3 Loan Agreement dated November 8, 1994 between Airgas, Inc. and certain
banks and Nationsbank of North Carolina, N.A. ($100,000,000 credit
facility).
3
There are no other instruments with respect to long-term debt of the
Company that involve indebtedness or securities authorized thereunder
exceeding 10 percent of the total assets of the Company and its
subsidiaries on a consolidated basis. The Company agrees to file a copy
of any instrument or agreement defining the rights of holders of long-
term debt of the Company upon request of the Securities and Exchange
Commission.
* 10.1 Agreement between the Company and Peter McCausland, dated January 8,
1991, and form of Common Stock Purchase Warrant. (Incorporated by
reference to Exhibit 10.16 to the Company's March 31, 1992 report on
Form 10-K).
* 10.2 Common Stock Purchase Warrant held by Britton H. Murdoch and certain
other employees and other persons (Pursuant to Instruction 2 to Item
601 of Regulation S-K, the Common Stock Purchase Warrants, which are
substantially identical in all material respects except as to the
parties thereto, held by certain employees, including the following
Executive Officers and a Director, and other persons are not being
filed: Hermann Knieling, Kenneth A. Keeley, Alfred B. Crichton, Gordon
L. Keen, Jr., William Sanford, Scott Melman and Ronald Beebe and a
Director, Merril Stott). (Incorporated by reference to Exhibit 10.17
to the Company's March 31, 1993 report on Form 10-K).
* 10.3 Amended and Restated 1984 Stock Option Plan. (Incorporated by
reference to Exhibit "A" to Exhibit 10.6 to the Company's March 31,
1992 report on Form 10-K).
* 10.4 Amendment to the Amended and Restated 1984 Stock Option Plan.
(Incorporated by reference to exhibit 10.18 to the Company's March 31,
1993 report on Form 10-K).
* 10.5 1989 Non-Qualified Stock Option Plan for Directors (Non-Employees), as
amended. (Incorporated by reference to Exhibit 10.7 to the Company's
March 31, 1992 report on Form 10-K).
* 10.6 1994 Employee Stock Purchase Plan. (Incorporated by reference to
exhibit 10.19 to the Company's March 31, 1993 report on Form 10-K).
10.7 Amended and Restated Joint Venture Agreement dated March 31, 1992
between American Carbide and Carbon Corporation and Elkem Metals
Company. (Incorporated by reference to Exhibit 10.5 to the Company's
March 31, 1992 report on Form 10-K).
* 10.8 Exchange Rights Agreement dated October 1, 1989 between the Company
and John Smith (Pursuant to Instruction 2 to Item 601 of Regulation
S-K, the Exchange Rights Agreements, 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: Alfred B.
Crichton, Rudi Endres, Ronald W. Savage, Mark A. Straka, William E.
Sanford, E. Pat Baker, Kenneth A. Keeley, Kenneth D. Morrison, Richard
W. Johnson, Thomas J. Bennett, Hermann Knieling and John Musselman).
(Incorporated by reference to Exhibit 10.13 to the Company's March 31,
1992 report on Form 10-K).
4
* 10.9 First Amendment to Exchange Rights Agreement dated April 30, 1992
between the Company and John Smith (Pursuant to Instruction 2 to Item
601 of Regulation S-K, the First Amendments, 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:
Alfred B. Crichton, Rudi Endres, Ronald W. Savage, Mark A. Straka,
William E. Sanford, E. Pat Baker, Kenneth A. Keeley, Kenneth D.
Morrison, Richard W. Johnson, Thomas J. Bennett, Hermann Knieling and
John Musselman). (Incorporated by reference to Exhibit 10.14 to the
Company's March 31, 1992 report on Form 10-K).
* 10.10 Amended and Restated Exchange Rights Agreement between the Company and
Ronald E. Arnold (Pursuant to Instruction 2 to Item 601 of Regulation
S-K, the Amended and Restated Exchange Rights Agreements, 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: John T. Winn, Dennis B. Lee, Howard E. Wolfe, Charles
Graves, I.C. Fortenberry, Henry B. Coker, Ronald B. Rush, William V.
Accuosti, Dan L. Tatro, Theodore D. Erkenbrack, Geoffrey C. Pulford,
Dale E. Hess, Jeff Allen and Barry W. Himes). (Incorporated by
reference to Exhibit 10.15 to the Company's March 31, 1993 report on
Form 10-K).
* 10.11 First Amendment to Amended and Restated Exchange Rights Agreement
between the Company and John T. Winn (Pursuant to Instruction 2 to
Item 601 of Regulation S-K, the First Amendment to the Amended and
Restated Exchange Rights Agreements, 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: I.C.
Fortenberry, Hermann Knieling, William E. Sanford, Rudi Endres and
Kenneth D. Morrison). (Incorporated by reference to Exhibit 10.11 to
the Company's March 31, 1994 report on Form 10-K).
* 10.12 Second Amendment to Amended and Restated Exchange Rights Agreement
between the Company and Mark Straka (Pursuant to Instruction 2 to Item
601 of Regulation S-K, the Second 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: Rudi
Endres, Alfred B. Crichton and E. Pat Baker). (Incorporated by
reference to Exhibit 10.12 to the Company's March 31, 1994 report on
Form 10-K).
* 10.13 Amendment dated as of April 13, 1994 to the Amended and Restated 1984
Stock Option Plan. (Incorporated by reference to Exhibit 10.13 to the
Company's March 31, 1994 report on Form 10-K).
(11) Statement re: computation of earnings per share.
(21) Subsidiaries of the Company.
(23.1) Consent of KPMG Peat Marwick LLP.
(23.2) Consent of KPMG Peat Marwick LLP.
(23.3) Consent of KPMG Peat Marwick LLP (to be filed by amendment).
(99.1) Form 11-K for the Registrant's 401(K) Plan (to be filed by amendment).
(99.2) Form 11-K for the Registrant's Employee Stock Purchase Plan.
_____________
* A management contract or compensatory plan required to be filed by Item
14(c) of this Report.
5
Signatures
__________
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
Airgas, Inc.
Date: March 14, 1996 By: /s/ Britton H. Murdoch
_________________________
Vice President - Finance
Chief Financial Officer
6
Exhibit Index
Exhibit
23.2 Consent of KPMG Peat Marwick LLP.
99.2 Annual Report on Form 11-K with respect to the
Airgas, Inc. 1994 Employee Stock Purchase Plan.