EXHIBIT 99.1
LETTER OF TRANSMITTAL
Airgas, Inc.
Offer for any and all Outstanding
9.125% Senior Subordinated Notes due 2011
in Exchange for
Registered 9.125% Senior Subordinated Notes due 2011
Pursuant to the Prospectus, dated , 2001
THE EXCHANGE OFFER WILL EXPIRE AT 12:00 (MIDNIGHT), NEW YORK CITY TIME, ON
, 2001, UNLESS EXTENDED (SUCH DATE AND TIME, AS IT MAY BE EXTENDED, THE
"EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN PRIOR TO 12:00 (MIDNIGHT), NEW
YORK CITY TIME, ON THE EXPIRATION DATE.
By Registered or By Overnight Courier: By Hand: By Facsimile:
Certified Mail:
The Bank of New York The Bank of New York The Bank of New York The Bank of New York
Corporate Trust Corporate Trust Department, Corporate Trust Department, Corporate Trust Department,
Department, 3rd Floor 3rd Floor 3rd floor
3rd Floor Attention: Terence Rawlins Attention: Terence Rawlins Attention: Terence Rawlins
Attention: Terence 385 Rifle Camp Road 385 Rifle Camp Road (973) 357-7840
Rawlins West Paterson, NJ 07424 West Paterson, NJ 07424
385 Rifle Camp Road Confirm by telephone
West Paterson, NJ 07424 (973) 357-7055
Delivery of this instrument to an address other than as set forth above, or
transmission of instructions via facsimile other than as set forth above, will
not constitute a valid delivery.
The undersigned acknowledges that he or she has received the Prospectus,
dated , 2001 (the "Prospectus"), of Airgas, Inc., a Delaware corporation
(the "Company"), and this Letter of Transmittal (the "Letter"), which together
constitute the Company's offer (the "Exchange Offer") to exchange an aggregate
principal amount of up to $225,000,000 of its 9.125% Senior Subordinated Notes
due 2011 (the "New Notes"), which have been registered under the Securities Act
of 1933, as amended (the "Securities Act") for a like principal amount at
maturity of the Company's issued and outstanding 9.125% Senior Subordinated
Notes due 2011 (the "Old Notes"). Capitalized terms used but not defined herein
shall have the same meaning given them in the Prospectus.
For each Old Note accepted for exchange, the holder of such Old Note will
receive a New Note having a principal amount at maturity equal to that of the
surrendered Old Note. The New Notes will bear interest from the last interest
payment date of the Old Notes to occur prior to the issue date of the New Notes
or, if no interest has been paid, from the date of the governing indenture.
Interest on the New Notes will accrue at the rate of 9.125% per annum and will
be payable semiannually on each April 1 and October 1, commencing on April 1,
2002. The New Notes will mature on October 1, 2011.
If, with respect the of Old Notes, (i) the Company is required to file a
shelf registration statement (the "Shelf Registration Statement") and has not
filed such Shelf Registration Statement on or prior to 60 days after such
filing obligation arises; or (ii) the Shelf Registration Statement has not been
declared effective on or prior to 120 days after such filing obligation arises,
or such later dates on which the Exchange Offer Registration Statement would
have been required to be filed or declared effective, as the case may be; or
(iii) the Company fails to consummate the Exchange Offer within 30 business
days of the effective date of the registration statement relating to the
Exchange Offer Registration Statement; or (iv) the Shelf Registration Statement
or Exchange Offer Registration Statement is declared effective but thereafter
ceases to be effective or usable in connection with resales of Transfer
Restricted Securities during certain specified periods (each such event
referred to in clauses (i) through (iv) a "Registration Default"), then
commencing on the day after the occurrence of such Registration Default, the
Company will pay special interest to each holder of Transfer Restricted
Securities, with respect to the first 90-day period immediately following the
occurrence of the first Registration Default, in an amount equal to 0.25% per
annum of the principal amount at maturity of such Transfer Restricted
Securities held by such holder. The amount of the special interest will
increase by an additional 0.25% per annum of the principal amount at maturity
of such Transfer Restricted Securities with respect to each subsequent 90-day
period until all Registration Defaults have been cured, up to a maximum amount
of special interest for all Registration Defaults of 1.0% per annum of the
principal amount at maturity of such Transfer Restricted Securities. Following
the cure of all Registration Defaults, the accrual of special interest will
cease. Holders of Old Notes accepted for exchange will be deemed to have waived
the right to receive any other payments or accrued interest on such Old Notes.
The Company reserves the right, at any time or from time to time, to extend
the Exchange Offer at its discretion, in which event the term "Expiration Date"
shall mean the latest time and date to which the Exchange Offer is extended.
The Company shall notify the holders of the Old Notes of any extension as
promptly as practicable by oral or written notice thereof.
This Letter is to be completed by holders of Old Notes either if
certificates are to be forwarded herewith or if a tender of Old Notes, if
available, is to be made by book-entry transfer to the account maintained by
the Exchange Agent at The Depository Trust Company (the "Book-Entry Transfer
Facility") pursuant to the procedures set forth in "The Exchange Offer" section
of the Prospectus. Holders of Old Notes whose certificates are not immediately
available, or who are unable to deliver their certificates or confirmation of
the book-entry tender of their Old Notes into the Exchange Agent's account at
the Book-Entry Transfer Facility (a "Book-Entry Confirmation") and all other
documents required by this Letter to the Exchange Agent on or prior to the
Expiration Date, must tender their Old Notes according to the guaranteed
delivery procedures set forth in "The Exchange Offer--Guaranteed Delivery
Procedures" section of the Prospectus. See Instruction 1. Delivery of documents
to the Book-Entry Transfer Facility does not constitute delivery to the
Exchange Agent.
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The undersigned has completed the appropriate boxes below and signed this
Letter to indicate the action the undersigned desires to take with respect to
the Exchange Offer.
List below the Old Notes to which this Letter relates. If the space provided
below is inadequate, the certificate numbers and principal amount at maturity
of Old Notes should be listed on a separate signed schedule affixed hereto.
DESCRIPTION OF OLD NOTES
- --------------------------------------------------------------------------------
1 2 3
- ----------------------------------------------------
Name(s) and
Address(es)
of Aggregate
Registered Principal Principal
Holder(s) Amount at Amount
(Please Maturity at
fill in, if Certificate of Old Maturity
blank) Number(s)* Notes Tendered**
- ----------------------------------------------------
------------
------------
------------
Total
- ----------------------------------------------------
* Need not be completed if Old Notes are being tendered by book-entry
transfer.
** Unless otherwise indicated in this column, a holder will be deemed to have
tendered ALL of the Old Notes represented by the Old Notes indicated in
column 2. See Instruction 2. Old Notes tendered must be in denominations
of principal amount at maturity of $1,000 and any integral multiple
thereof. See Instruction 1.
[_]CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-ENTRY
TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution ______________________________________________
Account Number Transaction Code Number __________________________
[_]CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE
FOLLOWING:
Name(s) of Registered Holder(s) ____________________________________________
Window Ticket Number (if any) ______________________________________________
Date of Execution of Notice of Guaranteed Delivery _________________________
Name of Institution which guaranteed delivery ______________________________
If Delivered by Book-Entry Transfer, Complete the Following:
Account Number Transaction Code Number __________________________
[_]CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO.
Name: ______________________________________________________________________
Address: ___________________________________________________________________
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PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Company the aggregate principal amount at
maturity of Old Notes indicated above. Subject to, and effective upon, the
acceptance for exchange of the Old Notes tendered hereby, the undersigned
hereby sells, assigns and transfers to, or upon the order of, the Company all
right, title and interest in and to such Old Notes as are being tendered
hereby.
The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, sell, assign and transfer the Old Notes tendered
hereby and that the Company will acquire good and unencumbered title thereto,
free and clear of all liens, restrictions, charges and encumbrances and not
subject to any adverse claim when the same are accepted by the Company. The
undersigned hereby further represents that any New Notes acquired in exchange
for Old Notes tendered hereby will have been acquired in the ordinary course of
business of the person receiving such New Notes, whether or not such person is
the undersigned, that neither the holder of such Old Notes nor any such other
person is engaged in, or intends to engage in a distribution of such New Notes,
or has an arrangement or understanding with any person to participate in the
distribution of such New Notes, and that neither the holder of such Old Notes
nor any such other person is an "affiliate," as defined in Rule 405 under the
Securities Act, of the Company.
The undersigned also acknowledges that this Exchange Offer is being made by
the Company based upon the Company's understanding of an interpretation by the
staff of the Securities and Exchange Commission (the "Commission") as set forth
in no-action letters issued to third parties, that the New Notes issued in
exchange for the Old Notes pursuant to the Exchange Offer may be offered for
resale, resold and otherwise transferred by holders thereof (other than any
such holder that is an "affiliate" of the Company within the meaning of Rule
405 under the Securities Act), without compliance with the registration and
prospectus delivery provisions of the Securities Act, provided that: (1) such
holders are not affiliates of the Company within the meaning of Rule 405 under
the Securities Act; (2) such New Notes are acquired in the ordinary course of
such holders' business; and (3) such holders are not engaged in, and do not
intend to engage in, a distribution of such New Notes and have no arrangement
or understanding with any person to participate in the distribution of such New
Notes. However, the staff of the Commission has not considered the Exchange
Offer in the context of a no-action letter, and there can be no assurance that
the staff of the Commission would make a similar determination with respect to
the Exchange Offer as in other circumstances. If a holder of Old Notes is an
affiliate of the Company, and is engaged in or intends to engage in a
distribution of the New Notes or has any arrangement or understanding with
respect to the distribution of the New Notes to be acquired pursuant to the
Exchange Offer, such holder could not rely on the applicable interpretations of
the staff of the Commission and must comply with the registration and
prospectus delivery requirements of the Securities Act in connection with any
secondary resale transaction. If the undersigned is a broker-dealer that will
receive New Notes for its own account in exchange for Old Notes, it represents
that the Old Notes to be exchanged for the New Notes were acquired by it as a
result of market-making activities or other trading activities and acknowledges
that it will deliver a prospectus in connection with any resale of such New
Notes; however, by so acknowledging and by delivering a prospectus, the
undersigned will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.
The undersigned will, upon request, execute and deliver any additional
documents deemed by the Company to be necessary or desirable to complete the
sale, assignment and transfer of the Old Notes tendered hereby. All authority
conferred or agreed to be conferred in this Letter and every obligation of the
undersigned hereunder shall be binding upon the successors, assigns, heirs,
executors, administrators, trustees in bankruptcy and legal representatives of
the undersigned and shall not be affected by, and shall survive, the death or
incapacity of the undersigned. This tender may be withdrawn only in accordance
with the procedures set forth in "The Exchange Offer--Withdrawal of Tenders"
section of the Prospectus.
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Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, please deliver the New Notes in the name of the
undersigned or, in the case of a book-entry delivery of Old Notes, please
credit the account indicated above maintained at the Book-Entry Transfer
Facility. Similarly, unless otherwise indicated under the box entitled "Special
Delivery Instructions" below, please send the New Notes (and, if applicable,
substitute certificates representing Old Notes for any Old Notes not exchanged)
to the undersigned at the address shown above in the box entitled "Description
of Old Notes."
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF OLD NOTES"
ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE OLD NOTES AS
SET FORTH IN SUCH BOX ABOVE.
SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 3 and 4) (See Instructions 3 and 4)
To be completed ONLY if To be completed ONLY if
certificates for Old Notes not certificates for Old Notes not
tendered and/or New Notes are to tendered and/or New Notes are to
be issued in the name of and sent be sent to someone other than the
to someone other than the person(s) whose signature(s)
person(s) whose signature(s) appear(s) on this Letter above or
appear(s) on this Letter above, to such person(s) at an address
or if Old Notes delivered by other than shown in the box
book-entry transfer which are not entitled "Description of Old
accepted for exchange are to be Notes" on this Letter above.
returned by credit to an account
maintained at the Book-Entry Mail: New Notes and/or Old Notes
Transfer Facility other than the to:
account indicated above.
Name(s): _________________________
Issue: New Notes and/or Old Notes (Please Type or Print)
to:
__________________________________
Name(s): _________________________ (Please Type or Print)
(Please Type or Print)
Address: _________________________
__________________________________
(Please Type or Print) __________________________________
(Include Zip Code)
Address: _________________________
__________________________________
(Including Zip Code)
(Complete accompanying Substitute
Form W-9)
[_]Credit unexchanged Old Notes
delivered by book-entry
transfer to the Book-Entry
Transfer Facility account set
forth below.
__________________________________
(Book-Entry Transfer Facility
Account Number, if applicable)
IMPORTANT: THIS LETTER OR A FACSIMILE HEREOF (TOGETHER WITH THE CERTIFICATES
FOR OLD NOTES OR A BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED
DOCUMENTS OR THE NOTICE OF GUARANTEED DELIVERY) MUST BE RECEIVED
BY THE EXCHANGE AGENT PRIOR TO 12:00 (MIDNIGHT), NEW YORK CITY
TIME, ON THE EXPIRATION DATE.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING ANY BOX ABOVE.
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PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS)
(Complete accompanying Substitute Form W-9 on reverse side)
Dated: _____________________________________________________________, 2001
x:_____________________________________________________ _________________________, 2001
x:_____________________________________________________ _________________________, 2001
(Slgnature(s) of Owner(s)) (Date)
Area Code and Telephone Number: __________________________________________
If a holder is tendering any Old Notes, this Letter must be signed by
the registered holder(s) as the name(s) appear(s) on the certificate(s)
for the Old Notes or by any person(s) authorized to become registered
holder(s) by endorsements and documents transmitted herewith. If
signature is by trustee, executor, administrator, guardian, officer or
other person acting in a fiduciary or representative capacity, please set
forth full title. See Instruction 3.
Name(s): _________________________________________________________________
--------------------------------------------------------------------------
(Please Type or Print)
Capacity: ________________________________________________________________
Address: _________________________________________________________________
(Including Zip Code)
SIGNATURE GUARANTEE
(if Required by Instruction 3)
Signature Guaranteed by an Eligible Institution: _________________________
(Authorized Signature)
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(Title)
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(Name and Firm)
Date: _____________________________________________________________ , 2001
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INSTRUCTIONS
Forming Part of the Terms and Conditions of the Offer to Exchange
Outstanding 9.125% Senior Subordinated Notes due 2011 for
Registered 9.125% Senior Subordinated Notes due 2011
of Airgas, Inc.
1. Delivery of this Letter and Notes; Guaranteed Delivery Procedures.
This Letter is to be completed by holders of Old Notes either if
certificates are to be forwarded herewith or if tenders are to be made pursuant
to the procedures for delivery by book-entry transfer set forth in "The
Exchange Offer--Procedures for Tendering" section of the Prospectus.
Certificates for all physically tendered Old Notes, or Book--Entry
Confirmation, as the case may be, as well as a properly completed and duly
executed Letter of Transmittal (or facsimile thereof) and any other documents
required by this Letter, must be received by the Exchange Agent at the address
set forth herein on or prior to the Expiration Date, or the tendering holder
must comply with the guaranteed delivery procedures set forth below. Old Notes
tendered hereby must be in denominations of principal amount at maturity of
$1,000 and any integral multiple thereof.
Holders of Old Notes whose certificates for Old Notes are not immediately
available or who cannot deliver their certificates and all other required
documents to the Exchange Agent on or prior to the Expiration Date, or who
cannot complete the procedure for book-entry transfer on a timely basis, may
tender their Old Notes pursuant to the guaranteed delivery procedures set forth
in "The Exchange Offer--Guaranteed Delivery Procedures" section of the
Prospectus. Pursuant to such procedures, (i) such tender must be made through
an Eligible Institution (as defined below), (ii) prior to the Expiration Date,
the Exchange Agent must receive from such Eligible Institution a properly
completed and duly executed Letter (or facsimile thereof) and Notice of
Guaranteed Delivery, substantially in the form provided by the Company (by
facsimile transmission, mail or hand delivery), setting forth the name and
address of the holder of Old Notes, the certificate number or numbers of such
Old Notes and the principal amount at maturity of Old Notes tendered, stating
that the tender is being made thereby and guaranteeing that within five
business days after the Expiration Date, the Letter (or facsimile thereof),
together with the certificate or certificates representing the Old Notes to be
tendered in proper form for transfer, or a Book-Entry Confirmation, as the case
may be, and any other documents required by this Letter will be deposited by
the Eligible Institution with the Exchange Agent, and (iii) such properly
completed and executed Letter (or facsimile thereof), as well as the
certificate or certificates representing all tendered Old Notes in proper form
for transfer, or a Book-Entry Confirmation, as the case may be, and all other
documents required by this Letter are received by the Exchange Agent within
three New York Stock Exchange trading days after the Expiration Date.
The method of delivery of this Letter, the Old Notes and all other required
documents is at the election and risk of the tendering holders. Instead of
delivery by mail, it is recommended that holders use an overnight or hand
delivery service. In all cases, sufficient time should be allowed to assure
delivery to the Exchange Agent before the Expiration Date. No Letter of
Transmittal or Old Notes should be sent to the Company. Holders may request
their respective brokers, dealers, commercial banks, trust companies or
nominees to effect the tenders for such holders.
See "The Exchange Offer" section of the Prospectus.
2. Partial Tenders; Withdrawals.
If less than all of the Old Notes evidenced by a submitted certificate are
to be tendered, the tendering holder(s) should fill in the aggregate principal
amount at maturity of Old Notes tendered in the box entitled "Description of
Old Notes--Principal Amount at Maturity Tendered." A newly issued
7
certificate for the Old Notes submitted but not tendered will be sent to such
holder as soon as practicable after the Expiration Date. All Old Notes
delivered to the Exchange Agent will be deemed to have been tendered unless
otherwise clearly indicated.
If not yet accepted, a tender pursuant to the Exchange Offer may be
withdrawn prior to the Expiration Date. To be effective with respect to the
tender of Old Notes, a notice of withdrawal must: (i) be received by the
Exchange Agent before the Company notifies the Exchange Agent that it has
accepted the tender of Old Notes pursuant to the Exchange Offer; (ii) specify
the name of the Old Notes; (iii) contain a description of the Old Notes to be
withdrawn, the certificate numbers shown on the particular certificates
evidencing such Old Notes and the principal amount at maturity of Old Notes
represented by such certificates; and (iv) be signed by the holder in the same
manner as the original signature on this Letter (including any required
signature guarantee). The Exchange Agent will return the properly withdrawn Old
Notes promptly following receipt of notice of withdrawal. If Old Notes have
been tendered pursuant to the procedure for book-entry transfer, any notice of
withdrawal must specify the name and number of the account at the book-entry
transfer facility to be credited with the withdrawn Old Notes or otherwise
comply with the book-entry transfer facility's procedures. All questions as to
the validity of notices of withdrawals, including time of receipt, will be
determined by the Company, and such determination will be final and binding on
all parties.
3. Signatures on this Letter, Bond Powers and Endorsements; Guarantee of
Signatures.
If this Letter is signed by the registered holder of the Old Notes tendered
hereby, the signature must correspond exactly with the name as written on the
face of the certificates without alteration, enlargement or any change
whatsoever.
If any tendered Old Notes are owned of record by two or more joint owners,
all such owners must sign this Letter.
If any tendered Old Notes are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many
separate copies of this Letter as there are different registrations of
certificates.
When this Letter is signed by the registered holder (which term, for the
purposes described herein, shall include the book-entry transfer facility whose
name appears on a security listing as the owner of the Old Notes) of the Old
Notes specified herein and tendered hereby, no endorsements of certificates or
separate bond powers are required. If, however, the New Notes are to be issued
to a person other than the registered holder, then endorsements of any
certificates transmitted hereby or separate bond powers are required.
Signatures on such certificate(s) must be guaranteed by an Eligible Institution
(as defined below).
If this Letter is signed by a person other than the registered holder or
holders of any Old Notes specified therein, such certificate(s) must be
endorsed by such registered holder(s) or accompanied by separate written
instruments of transfer or endorsed in blank by such registered holder(s)
exchange in form satisfactory to the Company and duly executed by the
registered holder, in either case signed exactly as such registered holder(s)
name or names appear(s) on the Old Notes.
If the Letter or any certificates of Old Notes or separate written
instruments of transfer or exchange are signed or endorsed by trustees,
executors, administrators, guardians, attorney-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing, and unless waived by the Company,
evidence satisfactory to the Company of their authority to so act must be
submitted with the Letter.
Signature on a Letter or a notice of withdrawal, as the case may be, must
be guaranteed by an Eligible Institution unless the Old Notes tendered pursuant
thereto are tendered (i) by a registered
8
holder who has not completed the box entitled "Special Issuance Instructions"
or "Special Delivery Instructions" on the Letter or (ii) for the account of an
Eligible Institution. In the event that signatures on a Letter or a notice of
withdrawal, as the case may be, are required to be guaranteed, such guarantee
must be by a member firm of a registered national securities exchange or of the
National Association of Securities Dealers, Inc., a commercial bank or trust
company having an office or correspondent in the United States or an "eligible
guarantor institution" within the meaning of Rule 17Ad-15 under the Securities
Exchange Act of 1934, as amended (an "Eligible Institution").
4. Special Issuance and Delivery Instructions.
Tendering holders of Old Notes should indicate in the applicable box the
name and address to which New Notes issued pursuant to the Exchange Offer are
to be issued or sent, if different from the name or address of the person
signing this Letter. In the case of issuance in a different name, the employer
identification or social security number of the person named must also be
indicated. Holders tendering Old Notes by book-entry transfer may request that
Old Notes not exchanged be credited to such account maintained at the Book-
Entry Transfer Facility as such noteholder may designate hereon. If no such
instructions are given, such Old Notes not exchanged will be returned to the
name or address of the person signing this Letter.
5. Tax Identification Number.
Federal income tax law generally requires that a tendering holder whose Old
Notes are accepted for exchange must provide the Company (as payor) with such
holder's correct Taxpayer Identification Number ("TIN") on Substitute Form W-9
below or otherwise establish a basis for exemption from backup withholding. If
such holder is an individual, the TIN is his or her social security number. If
the Company is not provided with the current TIN or an adequate basis for an
exemption, such tendering holder may be subject to a $50 penalty imposed by the
Internal Revenue Service. In addition, delivery to such tendering holder of New
Notes may be subject to backup withholding in an amount up to 31% of all
reportable payments made after the exchange.
Certain holders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. See the enclosed Guidelines of Certification of Taxpayer
Identification Number on Substitute Form W-9 (the "W-9 Guidelines") for
additional instructions.
To prevent backup withholding, each tendering holder of Old Notes must
provide its correct TIN by completing the "Substitute Form W-9" set forth
below, certifying that the TIN provided is correct (or that such holder is
awaiting a TIN) and that (i) the holder is exempt from backup withholding,
(ii) the holder has not been notified by the Internal Revenue Service that such
holder is subject to a backup withholding as a result of a failure to report
all interest or dividends or (iii) the Internal Revenue Service has notified
the holder that such holder is no longer subject to backup withholding. If the
tendering holder of Old Notes is a nonresident alien or foreign entity not
subject to backup withholding, such holder must give the Company a completed
Form W-8, Certificate of Foreign Status. These forms may be obtained from the
Exchange Agent. If the Old Notes are in more than one name or are not in the
name of the actual owner, such holder should consult the W-9 Guidelines for
information on which TIN to report. If such holder does not have a TIN, such
holder should consult the W-9 Guidelines for instructions on applying for a
TIN, check the box in Part 2 of the Substitute Form W-9, write "applied for" in
lieu of its TIN and complete the Certificate of Awaiting Taxpayer
Identification Number. Note: checking this box and writing "applied for" on the
form means that such holder has already applied for a TIN or that such holder
intends to apply for one in the near future. If a holder checks the box in Part
2 of the Substitute Form W-9 and writes "applied for" on that form, backup
withholding at a rate of up to 31% will nevertheless apply to all reportable
9
payments made to such holder. If such a holder furnishes its TIN to the Company
within 60 days, however, any amounts so withheld shall be refunded to such
holder.
Backup withholding is not an additional Federal income tax. Rather, the
Federal income tax liability of persons subject to backup withholding will be
reduced by the amount of tax withheld. If withholding results in overpayment of
taxes, a refund may be obtained from the Internal Revenue Service.
6. Transfer Taxes.
Holders who tender their Old Notes for exchange will not be obligated to
pay any transfer taxes in connection therewith. If, however, New Notes are to
be delivered to, or are to be issued in the name of, any person other than the
registered holder of the Old Notes tendered hereby, or if tendered Old Notes
are registered in the name of any person other than the person signing this
Letter, or if a transfer tax is imposed for any reason other than the exchange
of Old Notes in connection with the Exchange Offer, the amount of any such
transfer taxes (whether imposed on the registered holder or any other persons)
will be payable by the tendering holder. If satisfactory evidence of payment of
such taxes or exemption therefrom is not submitted herewith, the amount of such
transfer taxes will be billed directly to such tendering holder.
Except as provided In this Instruction 5, It will not be necessary for
transfer tax stamps to be affixed to the Old Notes specified in this Letter.
7. Waiver of Conditions.
The Company reserves the right to waive satisfaction of any or all
conditions enumerated in the Prospectus.
8. No Conditional Tenders.
No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering holders of Old Notes by execution of this Letter, shall
waive any right to receive notice of the acceptance of their Old Notes for
exchange.
Neither the Company, the Exchange Agent nor any other person is obligated
to give notice of any defect or irregularity with respect to any tender of Old
Notes nor shall any of them incur any liability for failure to give any such
notice.
9. Mutilated, Lost, Stolen or Destroyed Old Notes.
Any holder whose Old Notes have been mutilated, lost, stolen or destroyed
should contact the Exchange Agent at the address indicated above for further
instructions.
10. Requests for Assistance or Additional Copies.
Questions relating to the procedure for tendering, as well as requests for
additional copies of the Prospectus and this Letter, may be directed to the
Exchange Agent, at the address and telephone number indicated above.
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TO BE COMPLETED BY ALL TENDERING HOLDERS
(See Instruction 5)
PAYOR'S NAME: AIRGAS, INC.
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PART 1--PLEASE PROVIDE YOUR
TIN IN THE BOX AT RIGHT AND TIN: __________________
SUBSTITUTE CERTIFY BY SIGNING AND Social Security Number
Form W-9 DATING BELOW. or
Employer Identification
Number
Department of
the --------------------------------------------------------
Treasury
Internal PART 2--TIN Applied For: _____________________________
Revenue
Service
--------------------------------------------------------
CERTIFICATIONS--UNDER PENALTIES OF PERJURY, I CERTIFY
THAT:
Payer's Request
for Taxpayer (1) the number shown on this form is my correct
Identification Taxpayer Identification Number (or I am waiting
Number ("TIN") for a number to be issued to me),
and Certification
(2) I am not subject to backup withholding because
(a) I am exempt from backup withholding, (b) I
have not been notified by the Internal Revenue
Service (the "IRS") that I am subject to backup
withholding as a result of a failure to report
all interest or dividends, or (c) the IRS has
notified me that I am no longer subject to backup
withholding, and
(3) any other information provided on this form is
true and correct.
Signature: _____________________ Date: _____________
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You must cross out item (2) of the above certification if you have been
notified by the IRS that you are subject to backup withholding because of
underreporting of interest or dividends on your tax returns and you have not
been notified by the IRS that you are no longer subject to backup
withholding.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED
THE BOX IN PART 2 OF SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or
(b) I intend to mail or deliver an application in the near future. I
understand that if I do not provide a taxpayer identification number by the
time of payment, up to 31 percent of all reportable cash payments made to me
thereafter will be withheld until I provide a number.
Signature: ____________________________________ Date: ___________________