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EXHIBIT 99.2
FORM 11-K
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, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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.
259 Radnor-Chester Road
Suite 100
Radnor, PA 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 statements of financial position of the
Airgas, Inc. 1994 Employee Stock Purchase Plan (the "Plan") as of December 31,
1996 and 1995 and the related statements of changes in participants' equity
for each of the years in the three-year period ended December 31, 1996. 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 audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits 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 audits 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,
1996 and 1995 and the changes in its participants' equity for each of the
years in the three-year period ended December 31, 1996, in conformity with
generally accepted accounting principles.
Philadelphia, Pennsylvania
March 24, 1997
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AIRGAS, INC.
1994 EMPLOYEE STOCK PURCHASE PLAN
STATEMENT OF FINANCIAL POSITION
December 31, 1996 and 1995
ASSETS 1996 1995
____ ____
Participants' payroll deductions
receivable from Airgas, Inc. $20,913 $18,282
====== ======
PARTICIPANTS' EQUITY
Participants' Equity $20,913 $18,282
====== ======
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
Years Ended December 31, 1996, 1995 and 1994
1996 1995 1994
____ ____ ____
Increase (decrease) during year:
Participants' payroll deductions $4,659,538 $3,223,172 $2,520,618
Cost of 389,494 shares in 1996, 352,240
in 1995 and 276,963 in 1994 of common
stock of Airgas, Inc. issued to
participants under the terms of the
Plan (including $2,518 in 1996,
$5,652 in 1995 and $5,224 in 1994 in
cash distributed for fractional shares) (4,656,907) (3,223,526) (2,501,982)
_________ _________ _________
Net change in participants' equity 2,631 (354) 18,636
Balance at beginning of year 18,282 18,636 -0-
_________ _________ _________
Balance at end of year $ 20,913 $ 18,282 $ 18,636
========= ========= =========
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, 1996, 1995 and 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 two million (2,000,000) shares of Common Stock may be purchased
under the Plan. From inception to December 31, 1996, 1,018,697 shares have
been issued under the Plan.
(2) Purchase and Distribution of Shares
Purchases are made by the Plan quarterly, and the shares purchased are
deposited into individual brokerage firm accounts maintained for the
participants. The Common Stock is purchased at a price equal to the lower of:
the closing price of the Common Stock on the New York Stock Exchange on the
participant's enrollment date, multiplied by the discount percentage; or the
closing price of the Common Stock on the New York Stock Exchange on the
purchase date, multiplied by the discount percentage.
(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/ Argeris N. Karabelas, Ph.D.
_______________________________
Argeris N. Karabelas, Ph.D.
/s/ Dr. Robert E. Naylor, Jr.
_______________________________
Dr. Robert E. Naylor, Jr.
/s/ John A.H. Shober
_______________________________
John A. H. Shober
DATED: March 26, 1997
______________