-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, REk5CIAjTgcfv5qbU5UAQvPmq+eUgCLMo63lA8AXZolB0FMQIbGFPt1Rm47JdxW3 wEz9aT1Zd0fx3zK6ekC38g== 0000804212-96-000008.txt : 19960627 0000804212-96-000008.hdr.sgml : 19960627 ACCESSION NUMBER: 0000804212-96-000008 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19960331 FILED AS OF DATE: 19960626 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: 96585855 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, 1996 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. [ ] The aggregate market value of the 54,109,515 shares of voting stock held by non-affiliates of the registrant on May 31, 1996 was $1,129.5 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 31, 1996 was 64,297,662. DOCUMENTS INCORPORATED BY REFERENCE The Company's Proxy Statement for the Annual Meeting of Stockholders to be held August 5, 1996 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, 1996 for the purpose of filing, in accordance with Rule 15d-21 promulgated under the Securities Exchange Act of 1934, Exhibit 23.2, 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 401(k) 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 March 27, 1996, the Company filed a current report on Form 8-K to announce, under Item 5, that its Board of Directors approved a two- for-one split of its common stock, issuable on April 15, 1996, to stockholders of record on April 1, 1996. (c) Index to Exhibits and Exhibits filed as a part of this report. 3.1 Amended and Restated Certificate of Incorporation of Airgas, Inc. dated as of August 7, 1995 (Incorporated by reference to Exhibit 3.1 to the Company's September 30, 1995 Quarterly Report on Form 10-Q). **3.2 Airgas, Inc. By-Laws Amended and Restated November 29, 1994. 4.1 Seventh Amended and Restated Loan Agreement dated August 10, 1995 between Airgas, Inc. and certain banks and NationsBank of North Carolina, N.A. ($375,000,000 credit facility). (Incorporated by reference to Exhibit 4.1 to the Company's September 30, 1995 Quarterly Report on Form 10-Q). **4.3 Loan Agreement dated February 5, 1996 between Airgas, Inc. and certain banks and Nationsbank of North Carolina, N.A. ($100,000,000 credit facility). 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). 3 * 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, Scott Melman 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, as amended effective May 22, 1995 (Incorporated by reference to Exhibit 10.1 to the Company's September 30, 1995 Quarterly Report on Form 10-Q). * 10.4 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). * 10.5 Amendment to the 1989 Non-Qualified Stock Option Plan for Directors (Non-Employees) as amended through August 7, 1995 (Incorporated by reference to Exhibit 10.2 to the Company's September 30, 1995 Quarterly Report on Form 10Q. * 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 Airgas, Inc. Management Incentive Plan (Incorporated by reference to Exhibit 10.3 to the Company's September 30, 1995 Quarterly Report on Form 10-Q). **(11) Statement re: computation of earnings per share. **(21) Subsidiaries of the Company. **(23.1) Consent of KPMG Peat Marwick LLP. (23.2) Consent of KPMG Peat Marwick LLP (23.3) Consent of KPMG Peat Marwick LLP (to be filed by amendment) **(27) Financial data schedule (99.1) Form 11-K for the Registrant's 401(K) Plan (99.2) Form 11-K for the Registrant's 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. **Previously filed. 4 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: June 26, 1996 By: /s/ Britton H. Murdoch _________________________ Vice President - Finance Chief Financial Officer 5 Exhibit Index Exhibit 23.2 Consent of KPMG Peat Marwick LLP. 99.1 Annual Report on Form 11-K with respect to the Airgas, Inc. 401(k) Plan EX-23 2 CONSENT OF INDEPENDENT AUDITORS 6 EXHIBIT 23.2 Consent of Independent Auditors The Board of Directors Airgas, Inc. We consent to incorporation by reference in the registration statements (Nos. 33-25419 and 33-64058) on Form S-8 of Airgas, Inc. of our report dated June 21, 1996 relating to the statements of net assets available for benefits of Airgas, Inc. 401(k) Plan as of December 31, 1995 and 1994, the related statements of changes in net assets available for benefits for each of the years in the three-year period ended December 31, 1995 and the related supplemental schedule of assets held for investment purposes and schedule of reportable transactions as of December 31, 1995, which report is included in the December 31, 1995 Annual Report on Form 11-K of Airgas, Inc. 401(k) Plan. KPMG Peat Marwick LLP Philadelphia, Pennsylvania June 26, 1996 EX-99 3 FORM 11-K - AIRGAS, INC. 401(K) PLAN 7 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, 1995 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 numbers: 33-25419 and 33-64058 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: Airgas, Inc. 401(k) 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 8 REQUIRED INFORMATION (1) Financial Statements: The following financial statements, including Independent Auditors' Report thereon of Airgas, Inc. 401(k) Plan are submitted herewith: Statements of Net Assets Available for Benefits as of December 31, 1995 and 1994 Statements of Changes in Net Assets Available for Benefits for the three years ended December 31, 1995 Notes to Financial Statements Item 27(a) - Schedule of Assets Held for Investment Purposes Item 27(d) - Schedule of Reportable Transactions The schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are included in the aforementioned financial statements of the Airgas, Inc. 401(k) Plan. Signatures __________ Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Administrator has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. AIRGAS, INC. 401(k) PLAN BY:/s/ Todd R. Craun _______________________ Todd R. Craun Secretary and Corporate Counsel of Airgas, Inc. As Plan Administrator DATED: June 26, 1996 9 AIRGAS, INC. 401(k) PLAN Financial Statements and Supplementary Schedules December 31, 1995 and 1994 (With Independent Auditors' Report Thereon) 10 AIRGAS, INC. 401(k) PLAN Table of Contents December 31, 1995 and 1994 ______________________________________________________________________________ Page Independent Auditors' Report . . . . . . . . . . . . . . . . . . . 11 Financial Statements: Statement of Net Assets Available for Benefits as of December 31, 1995 . . . . . . . . . . . . . . . . . . . 12 Statement of Net Assets Available for Benefits as of December 31, 1994 . . . . . . . . . . . . . . . . . . . 13 Statement of Changes in Net Assets Available for Benefits, Year ended December 31, 1995 . . . . . . . . . . . 14 Statement of Changes in Net Assets Available for Benefits, Year ended December 31, 1994 . . . . . . . . . . . 15 Statement of Changes in Net Assets Available for Benefits, Year ended December 31, 1993 . . . . . . . . . . . 16 Notes to Financial Statements . . . . . . . . . . . . . . . . . . 17 Schedule 1 Item 27(a) - Schedule of Assets Held for Investment Purposes . . . . . . . . . . . . . . . . . . . . . . 24 2 Item 27(d) - Schedule of Reportable Transactions . . . 25 11 Independent Auditors' Report The Plan Administrator Airgas, Inc. 401(k) Plan: We have audited the accompanying statements of net assets available for benefits of the Airgas, Inc. 401(k) Plan as of December 31, 1995 and 1994, and the related statements of changes in net assets available for benefits for each of the years in the three-year period ended December 31, 1995. In connection with our audits of the accompanying statements, we also have audited the supplemental schedule of assets held for investment purposes (Schedule 1) and the supplemental schedule of reportable transactions (Schedule 2) as of and for the year ended December 31, 1995. These financial statements and supplemental schedules are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements and supplemental schedules based on our audits. We conducted our audits 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 management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Airgas, Inc. 401(k) Plan at December 31, 1995 and 1994 and the changes in net assets available for benefits for each of the years in the three-year period ended December 31, 1995, in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes and reportable transactions as of and for the year ended December 31, 1995 are presented for additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements, and in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. Philadelphia, Pennsylvania KPMG Peat Marwick LLP June 21, 1996 12 AIRGAS, INC. 401(k) PLAN Statement of Net Assets Available for Benefits December 31, 1995
Fidelity Fidelity Airgas,Inc. Guaranteed Magellan Puritan Common Investment Loan Fund Fund Stock Contracts Fund Total ______________________________________________________________________________________________________ Assets: Investments (note 3) $ 9,707,996 5,218,360 30,614,505 16,354,550 - 61,895,411 Accrued investment income 561,377 - - - - 561,377 Receivables Employee contributions 95,460 61,994 207,674 112,451 - 477,579 Employer contributions 28,105 18,160 64,248 36,649 - 147,162 ______________________________________________________________________________________________________ 123,565 80,154 271,922 149,100 - 624,741 Employee loans - - - - 1,907,396 1,907,396 Cash and cash equivalent, interest-bearing (note 4) 153,441 86,002 319,063 114,051 - 672,557 ______________________________________________________________________________________________________ Total assets 10,546,379 5,384,516 31,205,490 16,617,701 1,907,396 65,661,482 ______________________________________________________________________________________________________ Interfund balances (28,886) (8,785) (54,716) (57,113) 149,500 - Net assets available for benefits $10,517,493 5,375,731 31,150,774 16,560,588 2,056,896 65,661,482 ====================================================================================================== See accompanying notes to financial statements.
13 AIRGAS, INC. 401(k) PLAN Statement of Net Assets Available for Benefits December 31, 1994
Fidelity Fidelity Airgas,Inc. Guaranteed Magellan Puritan Common Investment Loan Fund Fund Stock Contracts Fund Total ______________________________________________________________________________________________________ Assets: Investments (note 3) $ 5,736,196 3,014,925 17,249,918 13,707,173 - 39,708,212 Receivables Employee contributions 76,819 51,300 215,178 117,088 - 460,385 Employer contributions 25,976 17,347 72,763 39,593 - 155,679 Employee rollovers - - 46,251 1,935 - 48,186 ______________________________________________________________________________________________________ 102,795 68,647 334,192 158,616 - 664,250 Employee loans - - - - 1,328,444 1,328,444 Cash and cash equivalent, interest-bearing (note 4) 1,539 2,372 53,998 141,575 - 199,484 ______________________________________________________________________________________________________ Total assets 5,840,530 3,085,944 17,638,108 14,007,364 1,328,444 41,900,390 ______________________________________________________________________________________________________ Net assets available for benefits $ 5,840,530 3,085,944 17,638,108 14,007,364 1,328,444 41,900,390 ====================================================================================================== See accompanying notes to financial statements.
14 AIRGAS, INC. 401(k) PLAN Statement of Changes in Net Assets Available for Benefits Year ended December 31, 1995
Fidelity Fidelity Airgas,Inc. Guaranteed Magellan Puritan Common Investment Loan Fund Fund Stock Contracts Fund Total ______________________________________________________________________________________________________ Investment income: Unrealized gain on investments $ 1,588,404 503,817 9,420,913 - - 11,513,134 Realized gain on investments 731,951 271,336 1,013,670 - - 2,016,957 Interest - - - 936,130 129,340 1,065,470 Earnings on liquidity fund 2,716 2,208 9,874 11,041 5,409 31,248 ______________________________________________________________________________________________________ 2,323,071 777,361 10,444,457 947,171 134,749 14,626,809 Contributions: Employee 997,987 665,728 2,477,682 1,327,851 - 5,469,248 Employer matching 295,491 194,826 735,918 430,670 - 1,656,905 Employee rollovers 647,978 290,306 689,079 1,372,380 - 2,999,743 Employer discretionary 462,835 286,027 1,318,720 1,026,967 - 3,094,549 ______________________________________________________________________________________________________ 2,404,291 1,436,887 5,221,399 4,157,868 - 13,220,445 Benefits paid to participants (501,335) (332,633) (1,445,290) (1,716,543) (90,361) (4,086,162) Interfund transfers, including loans granted, net of loan repayments 450,936 408,172 (707,900) (835,272) 684,064 - ______________________________________________________________________________________________________ Net change to plan 4,676,963 2,289,787 13,512,666 2,553,224 728,452 23,761,092 Net assets available for benefits: Beginning of year 5,840,530 3,085,944 17,638,108 14,007,364 1,328,444 41,900,390 ______________________________________________________________________________________________________ End of year $10,517,493 5,375,731 31,150,774 16,560,588 2,056,896 65,661,482 ====================================================================================================== See accompanying notes to financial statements.
15 AIRGAS, INC. 401(k) PLAN Statement of Changes in Net Assets Available for Benefits Year ended December 31, 1994
Fidelity Fidelity Airgas,Inc. Guaranteed Magellan Puritan Common Investment Loan Fund Fund Stock Contracts Fund Total ______________________________________________________________________________________________________ Investment income: Unrealized loss on investments $ (249,470) (197,963) (2,096,563) - - (2,543,996) Realized gain on investments 194,849 226,572 807,731 - - 1,229,152 Interest - - - 829,141 96,620 925,761 Earnings on liquidity fund 1,089 438 6,593 5,713 - 13,833 ______________________________________________________________________________________________________ (53,532) 29,047 (1,282,239) 834,854 96,620 (375,250) Contributions: Employee 760,133 464,951 2,090,522 1,284,816 - 4,600,422 Employer matching 231,279 141,781 624,697 424,422 - 1,422,179 Employee rollovers 1,082,489 585,644 1,404,722 1,140,953 - 4,213,808 Employer discretionary 315,787 157,226 871,181 915,786 - 2,259,980 ______________________________________________________________________________________________________ 2,389,688 1,349,602 4,991,122 3,765,977 - 12,496,389 Benefits paid to participants (260,337) (165,234) (1,031,362) (895,317) (47,953) (2,400,203) Interfund transfers, including loans granted, net of loan repayments 109,123 51,318 2,406,878 (2,872,135) 304,816 - ______________________________________________________________________________________________________ Net change to plan 2,184,942 1,264,733 5,084,399 833,379 353,483 9,720,936 Net assets available for benefits: Beginning of year 3,655,588 1,821,211 12,553,709 13,173,985 974,961 32,179,454 ______________________________________________________________________________________________________ End of year $ 5,840,530 3,085,944 17,638,108 14,007,364 1,328,444 41,900,390 ====================================================================================================== See accompanying notes to financial statements.
16 AIRGAS, INC. 401(k) PLAN Statement of Changes in Net Assets Available for Benefits Year ended December 31, 1993
Fidelity Fidelity Airgas,Inc. Guaranteed Magellan Puritan Common Investment Loan Fund Fund Stock Contracts Fund Total ______________________________________________________________________________________________________ Investment income: Unrealized gain on investments $ 226,985 22,585 4,799,334 - - 5,048,904 Realized gain on investments 358,709 215,840 678,054 - - 1,252,603 Interest - - - 823,109 78,568 901,677 Earnings on liquidity fund 471 229 2,390 2,275 - 5,365 ______________________________________________________________________________________________________ 586,165 238,654 5,479,778 825,384 78,568 7,208,549 Contributions: Employee 542,556 303,280 1,181,278 1,465,084 - 3,492,198 Employer matching 148,056 84,703 322,293 462,717 - 1,017,769 Employee rollovers 162,630 151,458 392,960 344,058 - 1,051,106 Employer discretionary 215,393 105,493 328,555 823,959 - 1,473,400 ______________________________________________________________________________________________________ 1,068,635 644,934 2,225,086 3,095,818 - 7,034,473 Benefits paid to participants (241,993) (121,896) (519,787) (1,611,915) (51,993) (2,547,584) Interfund transfers, including loans granted, net of loan repayments 63,847 166,992 846,705 (1,334,450) 256,906 - ______________________________________________________________________________________________________ Net change to plan 1,476,654 928,684 8,031,782 974,837 283,481 11,695,438 Net assets available for benefits: Beginning of year 2,178,934 892,527 4,521,927 12,199,148 691,480 20,484,016 ______________________________________________________________________________________________________ End of year $ 3,655,588 1,821,211 12,553,709 13,173,985 974,961 32,179,454 ====================================================================================================== See accompanying notes to financial statements.
17 AIRGAS, INC. 401(k) PLAN Notes to Financial Statements December 31, 1995, 1994 and 1993 (1) Description of the Plan The following description of the Airgas, Inc. 401(k) Plan (the Plan) provides general information only. Participants should refer to the Plan agreement for more complete information. General The Plan is a defined contribution plan covering substantially all employees of Airgas, Inc. and subsidiaries (the Company). Included in the assets of the Plan are contribution rollovers from pension plans of acquired companies, where applicable. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Contributions Employee: The Plan permits a participant to defer up to 15% of eligible compensation. The amount of deferred compensation is treated as a salary reduction and is not subject to federal income tax until withdrawn from the Plan. In no event will the contribution exceed maximum allowable contributions as prescribed by the Internal Revenue Service. Employer: Contributions to the Plan by the Company are made on a matched basis and at a rate of 50% of participant deferred compensation. The employer match is applied on employee contributions of up to 4% of eligible compensation (i.e., maximum employer match is 2% of eligible compensation). Plan participants are eligible for Company contributions one year after their date of hire. The amount of discretionary contributions, in addition to the required Company match, elected to be made by the Company are determined by the Board of Directors. Participant Accounts Contributions are invested as directed by each participant in four separate investment funds. Each participant may designate, by written notice to the Plan administrator, how the contributions to their account are to be allocated among the four funds. Participants are required to allocate funds in increments of 25% of total contributions. In the event a participant fails to submit written notice of allocation, contributions will be invested in the Guaranteed Investment Contracts. 18 (1) Continued In addition to the above initial election, each quarter participants may elect by written notice to transfer all or 25% increments of the total funds credited to their account to any one or more of the investment funds. Interest, dividends, and other income earned by the investment funds are reinvested in the same fund. Such amounts are allocated to participants based upon the proportion of a participant's balance to the total fund balance. Participant Loans The Plan administrator may, upon the application of a participant, direct the Trustee to make a loan to such participant. The loan will bear interest at a rate equal to prime plus 2% and shall provide for periodic repayment over a reasonable period of time generally not to exceed five years for general purpose loans and 30 years for principal residence loans. Vesting Participants are immediately vested in all contributions. In addition, all earnings on such investments are fully vested. Payment of Benefits Upon retirement, death, disability, or termination of service, participants or beneficiaries are entitled to a distribution equal to the total value of their accounts. Such distributions are generally payable in cash. Participants experiencing serious financial hardships may be entitled to a distribution upon approval of the Plan administrator. Administrative Expenses All administrative expenses have been paid by the Company. (2) Summary of Significant Accounting Policies Basis of Accounting The accompanying financial statements of the Plan have been prepared on the accrual basis of accounting and present net assets available for benefits and changes in those assets. 19 (2) Continued Investments The Plan's investments are maintained by the plan trustee, CoreStates Bank. The fair values of the Fidelity Magellan Fund and the Fidelity Puritan Fund are based on net asset values per share at year-end. The Guaranteed Investment Contracts are valued at year-end contract values. Contract value represents contributions made under the contract, plus interest at the contract rate, less funds used to pay administration expense charged by the insurance company. Investments in Airgas, Inc. common stock are valued at market based upon closing prices at the Plan year-end. At December 31, 1995, the investment in Airgas, Inc. common stock had 2,694 Plan participants invested in the common stock. The value per share was $33.25 at December 31, 1995. On March 22, 1996, the Company's Board of Directors declared a two-for-one stock split to stockholders of record on April 1, 1996, payable on April 15, 1996. References to the number of shares and per share data contained herein do not reflect the stock split. The Fidelity Magellan Fund seeks long-term capital appreciation by making a profit on invested capital over the long-term. The fund invests in common stock, and securities convertible to common stock, issued by companies operating in the U.S. or as foreign companies. Investments are diversified among large and small corporations in a variety of industries and sectors within the market. At December 31, 1995, the Fidelity Magellan Fund had 1,654 Plan participants invested in the fund. The value per share was $85.98 at December 31, 1995. The Fidelity Puritan Fund is a managed stock and bond fund which seeks to obtain as much income as possible, consistent with the preservation and conservation of capital. The fund invests in a broad list of securities, including common stock, preferred stock and bonds, including high-yield, low-quality bonds. At December 31, 1995, the Fidelity Puritan Fund had 1,268 Plan participants invested in the fund. The value per share was $17.01 at December 31, 1995. Guaranteed Investment Contracts (GICs) are invested in the guaranteed interest rate contracts of major insurance companies. Each contract provides a fixed interest rate for a stated period of time. At December 31, 1995, the GICs had 2,683 Plan participants invested in the contracts (see note 7). Use of Estimates The preparation of the financial statements in accordance with generally accepted accounting principles require the plan administrators to make estimates that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts included in the statement of changes in net assets available for plan benefits. Actual results could differ from those estimates. 20 (3) Investments The following presents fair value of investments and the contract value of GICs held at December 31, 1995 and 1994: December 31, 1995 Fair/ Number Contract of Shares Investments Cost Value _________ ___________ ____ ________ Mutual Funds: 112,910 Fidelity Magellan Fund $ 8,160,132 9,707,996 306,782 Fidelity Puritan Fund 4,849,068 5,218,360 ____________________________________________________________________________ 13,009,200 14,926,356 ____________________________________________________________________________ Common Stock: 920,737 Airgas, Inc. Common Stock 16,236,916 30,614,505 ____________________________________________________________________________ Guaranteed Investment Contracts: Capital Holdings Guaranteed Investment Contract, 8.51% due 1/96 207,622 207,622 Hartford Insurance Group Guaranteed Investment Contracts, 7.50% to 7.90%, due 12/95 to 12/97 878,513 878,513 Confederation Guaranteed Investment Contract, 8.21%, due 12/95 1,039,957 1,039,957 Great West Life Guaranteed Investment Contracts, 5.6% to 8.07% due 12/95 to 7/97 6,170,938 6,170,938 John Hancock Guaranteed Investment Contracts, 5.31% to 8.57%, due 3/96 to 5/99 3,305,388 3,305,388 New York Life Guaranteed Investment Contract, 7.14%, due 10/96 1,967,497 1,967,497 Continental Assurance Co. Guaranteed Investment Contract, 6.64%, due 5/98 2,784,635 2,784,635 ____________________________________________________________________________ 16,354,550 16,354,550 ____________________________________________________________________________ $45,600,666 61,895,411 ____________________________________________________________________________ 21 (3) Continued December 31, 1994 Fair/ Number Contract of Shares Investments Cost Value _________ ___________ ____ ________ Mutual Funds: 85,871 Fidelity Magellan Fund $ 5,808,218 5,736,196 203,574 Fidelity Puritan Fund 3,149,586 3,014,925 ____________________________________________________________________________ 8,957,804 8,751,121 ____________________________________________________________________________ Common Stock: 811,761 Airgas, Inc. Common Stock 12,281,410 17,249,918 ____________________________________________________________________________ Guaranteed Investment Contracts: Capital Holdings Guaranteed Investment Contract, 8.51% due 1/96 237,824 237,824 Hartford Life Insurance Contract, 7.9%, due 12/95 354,972 354,972 Confederation Guaranteed Investment Contract, 8.21%, due 12/95 1,037,205 1,037,205 Great West Life Guaranteed Investment Contracts, 5.6% to 8.07% due 12/95 to 7/97 7,007,381 7,007,381 John Hancock Guaranteed Investment Contracts, 5.31% to 8.57%, due 3/96 to 5/99 3,223,152 3,223,152 New York Life Guaranteed Investment Contract, 7.14%, due 10/96 1,846,639 1,846,639 ____________________________________________________________________________ 13,707,173 13,707,173 ____________________________________________________________________________ $34,946,387 39,708,212 ____________________________________________________________________________ 22 (3) Continued Changes in unrealized appreciation are summarized as follows: 1995 1994 1993 ______________________________________________________________________________ Unrealized appreciation at January 1 $4,781,611 7,325,607 2,276,703 Unrealized gains (losses) on investments: Fidelity Magellan Fund 1,588,404 (249,470) 226,985 Fidelity Puritan Fund 503,817 (197,963) 22,585 Airgas, Inc. Common Stock 9,420,913 (2,096,563) 4,799,334 ______________________________________________________________________________ Unrealized appreciation at December 31 $16,294,745 4,781,611 7,325,607 ______________________________________________________________________________ During 1995, the Plan's investments (including investments bought, sold, and held during the year) appreciated by $13,530,091 as follows: Fidelity Magellan Fund $ 2,320,355 Fidelity Puritan Fund 775,153 Airgas, Inc. Common Stock 10,434,583 _____________________________________________________ $13,530,091 __________ Realized gain on the Fidelity Magellan Fund and the Fidelity Puritan Fund investments includes the realized gain on the sale of investments and the realized investment income within these funds. The average cost method is followed in determining the cost of investments sold. The average yield earned on the Guaranteed Investment Contracts (GICs) was approximately 6.1% for the years ended December 31, 1995 and 1994. The crediting interest rates ranged from 5.31% to 8.57% as of December 31, 1995 and 1994. The fair value of the GICs was $16,539,000 at December 31, 1995. The following investments represent 5% or more of participants' equity at December 31, 1995: Percentage of Participants' Fair Value Equity ______________________________________________________________________________ Fidelity Magellan Fund $ 9,707,996 15 % Fidelity Puritan Fund 5,218,360 8 Airgas, Inc. Common Stock 30,614,505 47 ______________________________________________________________________________ 23 (4) Cash and Cash Equivalent Cash and cash equivalent consists principally of amounts invested in the CoreStates Liquidity Fund which invests in corporate bonds and U.S. Treasury Bills with maturities of three months or less. (5) Federal Income Taxes The Plan has received a letter of favorable determination for tax qualification from the Internal Revenue Service dated January 23, 1996. There were no plan amendments subsequent to December 31, 1995. Accordingly, the Plan is a qualified trust under section 401(a) of the Internal Revenue Code and, thus, is exempt from federal income taxes under section 501(a) of the Internal Revenue Code as of December 31, 1995. (6) Plan Termination Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. (7) Loss Contingency In August 1994, the assets of Confederation Life Insurance Company were placed under the regulatory supervision of the Michigan Commissioner of Insurance. The Confederation Life Guaranteed Investment Contract (GIC) is subject to certain regulatory restrictions. The Plan management has ceased accruing interest on the funds until the resolution of this matter. Management has evaluated the collectibility of the investment and believes that the ultimate resolution of the regulatory supervision will not have a material adverse effect on the Plan's financial position, statement of changes in net assets available for benefits, or liquidity. 24 Schedule 1 AIRGAS, INC. 401(k) PLAN Item 27(a) - Schedule of Assets Held For Investment Purposes December 31, 1995 ______________________________________________________________________________ Fair/ Number Contract of Shares Investments Cost Value _________ ___________ ____ ________ Mutual Funds: 112,910 Fidelity Magellan Fund $ 8,160,132 9,707,996 306,782 Fidelity Puritan Fund 4,849,068 5,218,360 ____________________________________________________________________________ 13,009,200 14,926,356 ____________________________________________________________________________ Common Stock: 920,737 Airgas, Inc. Common Stock 16,236,916 30,614,505 ____________________________________________________________________________ Guaranteed Investment Contracts: Capital Holdings Guaranteed Investment Contract, 8.51% due 1/96 207,622 207,622 Hartford Insurance Group Investment Contracts, 7.50% to 7.90%, due 12/95 to 12/97 878,513 878,513 Confederation Guaranteed Investment Contract, 8.21%, due 12/95 1,039,957 1,039,957 Great West Life Guaranteed Investment Contracts, 5.6% to 8.07% due 12/95 to 7/97 6,170,938 6,170,938 John Hancock Guaranteed Investment Contracts, 5.31% to 8.57%, due 3/96 to 5/99 3,305,388 3,305,388 New York Life Guaranteed Investment Contract, 7.14%, due 10/96 1,967,497 1,967,497 Continental Assurance Co. Guaranteed Investment Contract, 6.64%, due 3/98 2,784,635 2,784,635 ____________________________________________________________________________ Employee Loans 1,907,396 1,907,396 ____________________________________________________________________________ $47,508,062 63,802,807 ____________________________________________________________________________ 25 Schedule 2 AIRGAS, INC. 401(k) PLAN Item 27(d) - Schedule of Reportable Transactions Year ended December 31, 1995 ______________________________________________________________________________ During the year ended December 31, 1995, the Plan had the following reportable transactions by issue:
Net Identity of Description Transaction Purchase Selling gain party involved of asset type Price Price (loss) ________________________________________________________________________________________________ Fidelity Investment Magellan Mutual Fund Purchases $3,149,139 - - Sales 781,328 903,978 122,650 Fidelity Investment Puritan Mutual Fund Purchases 2,232,364 - - Sales 534,012 548,165 14,153 Various brokers Airgas, Inc. Purchases 5,794,947 - - Common stock Sales 1,785,427 2,743,583 958,156 CoreStates Bank CoreStates Purchases 26,000,151 - - Liquidity Fund Sales 25,582,323 25,582,323 - Continental Assurance Guaranteed Investment Purchases 2,947,833 - - Company Contract Sales - - - ________________________________________________________________________________________________
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