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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of
the Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
June 28, 1996
AIRGAS, INC.
______________________________________________________
(Exact name of registrant as specified in its charter)
Delaware 1-9344 56-0732648
_______________ _______________________ _____________
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification
incorporation) No.)
100 Matsonford Road, Suite 550
Radnor, PA 19087
_______________________________________
(Address of principal executive offices)
Registrant's telephone number, including area code: (610) 687-5253
_______________
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Signatures
__________
The undersigned Registrant hereby amends the following items, financial
statements, exhibits or other portions of its Current Report on Form 8-K filed
on June 28, 1996 as set forth in the pages attached hereto:
(List all such items, financial statements,
exhibits or other portions amended)
The following items of the Form 8-K are amended:
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AIRGAS, INC.
_____________________
(Registrant)
BY: /s/Britton H. Murdoch
______________________
Britton H. Murdoch
Vice President - Finance
Chief Financial Officer
DATED: July 10, 1996
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
__________________________________________________________________
A current report on Form 8-K was filed on June 28, 1996 by the Company
describing the Company's 45% investment in National Welders Supply Company,
Inc. ("NWS") as required under Item 2 of Form 8-K. This Form 8-K/A provides
audited financial statements as of September 30, 1995 and September 24, 1994
and for the years then ended and pro forma information for NWS which were
previously unavailable pursuant to Item 7 (a) (4).
(a) Financial Statements
1. Audited consolidated balance sheets of NWS as of September 30, 1995
and September 24, 1994 and the related consolidated statements of
income and retained earnings, changes in shareholders' equity, and
cash flows for the years then ended are hereby filed as part of this
report.
2. Unaudited interim consolidated balance sheets of NWS as of March 25,
1996 and 1995 and the related consolidated statements of income and
cash flows for the six months then ended are hereby filed as part of
this report.
(b) Pro Forma Financial Information
The tables on pages four through eight set forth unaudited pro forma
condensed balance sheet and income statement information as of
March 31, 1996 and for the year then ended as if the Company's
investment in NWS had been consummated on April 1, 1995.
(c) Exhibits
4. NationsBank $100 million Revolving Credit Facility dated June 28,
1996
23.1 Consent of Independent Public Accountants, Arthur Andersen LLP
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AIRGAS, INC.
UNAUDITED PRO FORMA CONDENSED BALANCE SHEET
(DOLLARS IN THOUSANDS)
March 31, 1996
__________________________________________________
Airgas, Inc. Pro Forma Notes Airgas Pro
(Historical) Adjustments Ref. Forma (4)
____________ ____________ ___ _________
Accounts Receivable, Net $120,811 $120,811
Inventories 86,162 86,162
Other Current Assets 11,601 11,601
_______ _______
218,574 218,574
Property, Plant &
Equipment, Net 438,877 438,877
Goodwill, Net 165,243 165,243
Investment in Unconsolidated
Affiliates 9,332 $48,306 (1) 57,638
Other Noncurrent Assets 51,616 51,616
_______ ______ _______
$883,642 $46,200 $931,948
======= ====== =======
Current Portion of
Long-Term Debt $ 12,179 $ 12,179
Accounts Payable,Trade 52,528 52,528
Accrued Expenses and
Other Current
Liabilities 72,279 750 (2) 73,029
_______ _______
Current Liabilities 136,986 137,736
Long Term Debt 385,832 $47,556 (3) 433,388
Other Liabilities 36,215 36,215
Deferred Income Taxes 88,400 88,400
Stockholders' Equity 236,209 236,209
_______ ______ _______
$883,642 $46,200 $931,948
======= ====== =======
<FN>
(1) Represents the purchase price for an investment in the voting capital
stock of National Welders Supply Company, Inc.
(2) Increased liabilities relating to transaction costs incurred at closing.
(3) Represents debt incurred to finance the purchase an investment in the
voting capital stock in National Welders Supply Company, Inc.
(4) See accompanying notes to unaudited pro forma condensed financial
statements on pages 6 and 7.
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AIRGAS, INC.
UNAUDITED PRO FORMA CONDENSED STATEMENT OF INCOME
(DOLLARS IN THOUSANDS, EXCEPT
FOR PER SHARE AMOUNTS)
Year Ended March 31, 1996
____________________________________________
Airgas
Airgas, Inc. Pro Forma Notes Pro
(Historical) Adjustments Ref.(1) Forma
____________ ____________ _______ _____
Net Sales $838,144 $838,144
Cost of Products Sold
(Excluding Depreciation
and Amortization) 419,491 419,491
Selling, Distribution
& Administrative Expenses 279,906 279,906
Depreciation & Amortization 45,762 45,762
_______ _______
Total Costs & Expenses 745,159 745,159
_______ _______
Operating Income 92,985 92,985
Interest Expense, Net (24,862) $(3,210) a (28,072)
Other Income, Net 557 557
Equity in Income (loss) of
Unconsolidated Affiliates 225 (1,479) c (1,254)
Minority Interest (663) (663)
_______ ______ _______
Earnings Before Income Taxes 68,242 (4,689) 63,553
Income Taxes 28,522 (1,580) b 26,942
_______ ______ _______
Net Earnings $ 39,720 $(3,109) $ 36,611
======= ====== =======
Earnings Per Share (2) $ .60 $ .56
======= =======
Weighted Average Shares 66,215 65,303
======= =======
<FN>
Notes:
(1) See accompanying notes to unaudited pro forma condensed financial
statements on pages 6 and 7.
(2) See earnings per share calculations on page 8.
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Airgas, Inc.
Notes to Unaudited Pro Forma Condensed Financial Statements
(Dollars in Thousands)
The following adjustments were made to the historical operating results of the
Company in order to reflect unaudited pro forma condensed income statement
information for the year ended March 31, 1996 as if the Company's investment
in NWS had been consummated on April 1, 1995.
The unaudited pro forma financial statements are not necessarily indicative of
the results of operations or financial position of the Company that would have
occurred had the Company's investment in NWS occurred at the beginning of the
period presented or on the date indicated, nor are they necessarily indicative
of future operating results or financial position.
The unaudited pro forma financial statements should be read in conjunction
with the Airgas, Inc. and NWS audited consolidated financial statements,
including the notes thereto.
(a) The pro forma interest expense adjustment of $3,210 reflects interest on
the debt incurred to finance the Company's investment in NWS at an average
annual rate of 6.75%.
(b) Income tax effect of pro forma adjustments at the Company's marginal tax
rate.
(c) The pro forma adjustment to equity in income (loss) of unconsolidated
affiliates has been calculated as follows:
Pro forma net loss available to common
stockholder for the twelve month period
ended March 25, 1996 (see pro forma calculation
on page 7) $ (754)
Less: Adjustment to record the amortization
of the Company's excess of cost over the book
value of NWS on a straight-line basis over 40 years (725)
_______
Pro forma adjustment $ (1,479)
=======
- continued on next page -
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Airgas, Inc.
Notes to Unaudited Pro Forma Condensed Financial Statements
(Dollars in Thousands)
Continued
12 Months Ended March 25, 1996
____________________________________________
National
Welders Supply National
Company, Inc. Welders Supply
(Unaudited) Pro Forma Notes Company, Inc.
(Historical)(5) Adjustments Ref. Pro Forma
______________ ____________ ___ _____________
Net Sales $116,026 $116,026
Cost of Products Sold
(Excluding Depreciation
and Amortization) 62,485 62,485
Selling, Distribution
& Administrative Expenses 36,388 36,388
Depreciation & Amortization 10,676 10,676
_______ _______
Total Costs & Expenses 109,549 109,549
_______ _______
Operating Income 6,477 6,477
Interest Expense, Net (3,025) $ (102) (1) (3,127)
Other Income, Net 990 (525) (2) 465
_______ ______ ______
Earnings Before Income Taxes 4,442 (627) 3,815
Income Taxes (57) (1,720) (3) 1,663
_______ ______ _______
Net Earnings 4,499 (2,347) 2,152
Less Preferred Stock Dividends - 2,906 (4) 2,906
_______ ______ _______
Net Earnings (loss) Available
to Common Stockholder $ 4,499 $(5,253) $ (754)
======= ====== =======
<FN>
Notes:
(1) Adjustment to reflect interest costs to finance the annual preferred
stock dividend payments.
(2) Adjustment to eliminate non recurring gains on the sale of marketable
securities.
(3) Adjustment to reflect the effective tax rate of NWS as a result of a
change in the tax status from an S Corporation to a C-Corporation. The
nonrecurring impact of establishing deferred taxes as a result of the
termination of the NWS's S-Corporation election has not been reflected in
the NWS pro forma.
(4) Adjustment to reflect NWS 5% preferred stock dividends.
(5) Certain reclassificaitons have been made to NWS's historical consolidated
financial statements to conform to the Company's presentation.
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AIRGAS, INC.
EARNINGS PER SHARE CALCULATIONS
(DOLLARS IN THOUSANDS, EXCEPT
FOR PER SHARE AMOUNTS)
Year Ended Year Ended
Adjustment of Weighted Average March 31, 1996 March 31, 1996
Shares Outstanding Historical Pro Forma (1)
______________________________ ____________ ______________
Shares of Common Stock
Outstanding - Weighted 62,820 62,820
Add: Incremental shares for
options/warrants (2) 3,395 3,395
Less: Airgas shares held by National
Welders Supply Company (3) -- (912)
_____ _____
Net Common Stock Equivalents 3,395 2,483
______ ______
Adjusted Shares Outstanding 66,215 65,303
====== ======
Net Earnings $39,720 $36,611
====== ======
Earnings Per Share $ .60 $ .56
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<FN>
(1) The Company has not included a fully diluted earnings per share
calculation since the resulting earnings per share amounts from such
calculation was antidiltive. The fully diluted calculation includes the
conversion of NWS preferred stock into 2.38 million shares of Airgas
common stock and an adjustment to add the preferred dividends of $2.9
million related to the NWS preferred stock.
(2) Incremental shares were calculated using the treasury stock method which
assumes the exercise of all dilutive options and warrants.
(3) Adjustment to reflect Airgas common stock held by NWS.