1 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 _______________ 2 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 3 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 4 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. 5 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. 6 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 - 7 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. 8 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 ====== ====== <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.