-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, s5qSCAliV7M25ngCU4nA560THGk0Z8bL/o9UQJBKx1NYg5sorz1306kB7ksUaHgP 6OJAehIK0+I4yDobFtxDig== 0000804212-95-000005.txt : 19950427 0000804212-95-000005.hdr.sgml : 19950427 ACCESSION NUMBER: 0000804212-95-000005 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19940331 FILED AS OF DATE: 19950426 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: AIRGAS INC CENTRAL INDEX KEY: 0000804212 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-CHEMICALS & ALLIED PRODUCTS [5160] IRS NUMBER: 560732648 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-09344 FILM NUMBER: 95531341 BUSINESS ADDRESS: STREET 1: 100 MATSONFORD RD STE 550 STREET 2: 5 RADNOR CORPORATE CENTER CITY: RADNOR STATE: PA ZIP: 19087 BUSINESS PHONE: 2156875253 MAIL ADDRESS: STREET 1: 5 RADNOR CORPORATE CENTER, STE 550 STREET 2: 100 MATSONFORD ROAD CITY: RADNOR STATE: PA ZIP: 19087 10-K/A 1 AMENDED 10-K 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, 1994 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. [ X ] The aggregate market value of the 26,210,718 shares of voting stock held by non-affiliates of the registrant on May 2, 1994 was $570.1 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 2, 1994 was 31,023,619. DOCUMENTS INCORPORATED BY REFERENCE The Company's Proxy Statement for the Annual Meeting of Stockholders to be held August 1, 1994 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, 1994 for the purpose of filing, in accordance with Rule 15d-21 promulgated under the Securities Exchange Act of 1934, Exhibit 23.1, Consent of Independent Accountants, and Exhibit 99.1 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. On February 17, 1994, the Company filed a Current Report on Form 8-K, dated February 15, 1994, which amended certain of its effective registration statements pursuant to Rule 416(b) under the Securities Act of 1933 to reflect the Company's stock splits on November 25, 1992 and November 24, 1993. A Current Report on Form 8-K, dated February 17, 1994, was filed by the Company describing the February 8, 1994 acquisition of certain operations of The BOC Group, Inc. ("BOC") which are used in BOC's retail, industrial, specialty and medical gas and welding supply business located in California and Nevada (the "Business") as required under Item 2 of Form 8-K. On April 15, 1994, the Company filed Form 8-K/A providing audited financial statements as of September 30, 1993 and for the twelve month period then ended and pro forma information for the Business which was previously unavailable. (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). 4.1 Fifth Amended and Restated Loan Agreement dated October 13, 1993 between Airgas, Inc. and certain banks and NationsBank of North America. 4.2 Amendment No. 1 to the Fifth Amended and Restated Loan Agreement dated January 31, 1994 between Airgas, Inc. and certain banks and NationsBank of North Carolina, N.A. 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 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, and Dale E. Hess). (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). * 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). * 10.13 Amendment dated as of April 13, 1994 to the Amended and Restated 1984 Stock Option Plan. (11) Statement re: computation of earnings per share. (21) Subsidiaries of the Company. (23) Consent of KPMG Peat Marwick LLP. 23.1 Consent of KPMG Peat Marwick LLP (to be filed by amendment). 99.1 Form 11-K for the Registrant's 1994 Employee Stock Purchase Plan (to be filed by amendment) _____________ * 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: April 26, 1995 By: /s/ Britton H. Murdoch _________________________ Vice President - Finance Chief Financial Officer 6 Exhibit Index Exhibit 23.1 Consent of KPMG Peat Marwick LLP. 99.1 Annual Report on Form 11-K with respect to the Airgas, Inc. 1994 Employee Stock Purchase Plan. EX-23 2 CONSENT OF INDEPENDENT AUDITORS 7 EXHIBIT 23.1 Consent of Independent Auditors The Board of Directors Airgas, Inc. We consent to incorporation by reference in the registration statement (No. 33-64114) on Form S-8 of Airgas, Inc. of our report dated April 24, 1995 relating to the statement of financial position of the Airgas, Inc. 1994 Employee Stock Purchase Plan as of December 31, 1994, and the related statement of changes in participants' equity for the year ended December 31, 1994 which report is included in the December 31, 1994 Annual Report on Form 11-K of the Airgas, Inc. 1994 Employee Stock Purchase Plan. KPMG Peat Marwick LLP Philadelphia, Pennsylvania April 24, 1995 EX-99 3 FORM 11-K 8 EXHIBIT 99.1 FORM 11-K UNITED STATES 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, 1994 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] 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. Five Radnor Corporate Center 100 Matsonford Road Suite 550 Radnor, Pennsylvania 19087 9 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Nominating and Compensation Committee of the Airgas, Inc. Board of Directors: We have audited the accompanying statement of financial position of the Airgas, Inc. 1994 Employee Stock Purchase Plan (the "Plan") as of December 31, 1994 and the related statement of changes in participants' equity for the year then ended. 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 audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit 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 audit 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, 1994 and the changes in its participants' equity for the year ended December 31, 1994, in conformity with generally accepted accounting principles. KPMG PEAT MARWICK LLP Philadelphia, Pennsylvania April 24, 1995 10 AIRGAS, INC. 1994 EMPLOYEE STOCK PURCHASE PLAN STATEMENT OF FINANCIAL POSITION December 31, 1994
ASSETS Participants' payroll deductions receivable from Airgas, Inc. $18,636 ====== PARTICIPANTS' EQUITY Participants' Equity $18,636 ====== The accompanying notes are an integral part of these financial statements.
11 AIRGAS, INC. 1994 EMPLOYEE STOCK PURCHASE PLAN STATEMENT OF CHANGES IN PARTICIPANTS' EQUITY Year Ended December 31, 1994
Increase (decrease) during year: Participants' payroll deductions $2,520,618 Cost of 138,481 shares of common stock of Airgas, Inc. issued to participants under the terms of the Plan (including $5,224 in cash distributed for fractional shares) (2,501,982) _________ Net change in participants' equity 18,636 Balance at beginning of year -0- _________ Balance at end of year $ 18,636 ========= The accompanying notes are an integral part of these financial statements.
12 Airgas, Inc. 1994 Employee Stock Purchase Plan Notes to Financial Statements December 31, 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 one million (1,000,000) shares of Common Stock may be purchased under the Plan. (2) Purchase and Distribution of Shares Purchases are made by the Plan quarterly, and the shares purchased are deposited into a brokerage firm account maintained for the participants. The Common Stock is purchased at a price equal to the lower of: the discount percentage of the closing price of the Common Stock on the New York Stock Exchange on the participant's enrollment date; or the discount percentage of the closing price of the Common Stock on the New York Stock Exchange on the purchase date. (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. 13 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/ John A. H. Shober ___________________________ John A. H. Shober /s/ W. Thacher Brown ___________________________ W. Thacher Brown /s/ James M. Hoak, Jr. ___________________________ James M. Hoak, Jr. DATED: April 26, 1995 -----END PRIVACY-ENHANCED MESSAGE-----