-----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, OXxe30uxPepmeo620l1M4YmvQvVzdWgMQ6H8ewR5AZV6dwTd7favF+amauB8vb+X SlLXsGUyuxPCbRyFWGSEyA== 0000804212-96-000014.txt : 19960823 0000804212-96-000014.hdr.sgml : 19960823 ACCESSION NUMBER: 0000804212-96-000014 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960822 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960822 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09344 FILM NUMBER: 96619124 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 8-K 1 FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 22, 1996 AIRGAS, INC. ______________________________________________________ (Exact name of registrant as specified in its charter) Delaware 1-9344 56-0732648 _______________ _______________________ _____________ (State or other (Commission File Number) (I.R.S. Employer jurisdiction of Identification incorporation) No.) 100 Matsonford Road, Suite 550 Radnor, PA 19087 _______________________________________ (Address of principal executive offices) Registrant's telephone number, including area code: (610) 687-5253 _______________ 2 Item 5. Other Events. ____________ From April 1, 1996 through August 1, 1996, the Registrant has acquired twelve individually insignificant businesses. The Registrant is filing this current report on Form 8-K in order to provide audited financial statements and pro forma information for one individually insignificant business acquisition in accordance with Regulation S-X, Rule 3-05(b)(1)(i), although such acquisitions, in the aggregate, do not exceed 20% of any of the conditions set forth in Rule 1-02(w). Effective April 1, 1996, Airgas Safety, Inc., a 95% owned subsidiary of U.S. Airgas, Inc., a wholly-owned subsidiary of the Registrant, purchased substantially all of the assets of IPCO Safety Products Company, Inc. ("IPCO") for $34 million plus the assumption of certain liabilities. In addition, $1 million was paid to IPCO's shareholder in connection with entering into a non- competition and confidentiality agreement. The acquisition was financed using the Registrant's revolving credit facilities with NationsBank of North Carolina, N.A. and the assumption of certain liabilities. At the time of the acquisition described above, the aforementioned business was engaged in the distribution of safety, industrial and environmental supplies. The Registrant intends to continue to use the acquired assets in its recently formed Industrial Distribution Division. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits __________________________________________________________________ (a) Financial Statements 1. Audited balance sheet of IPCO Safety Products Company as of December 31, 1995 and 1994 and the related statements of income, shareholder's equity and cash flows for the years then ended. (b) Pro Forma Financial Information The table on page four sets forth selected pro forma operating data of the Registrant for the year ended March 31, 1996 as if the IPCO acquisition had been consummated on April 1, 1995. (c) Exhibits. 23.1 Consent of Arthur Andersen LLP 3 Signatures __________ Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. AIRGAS, INC. BY: /s/Gordon L. Keen, Jr. _____________________ Gordon L. Keen, Jr. Vice President- Corporate Development DATED: August 22, 1996 4 AIRGAS, INC. UNAUDITED PRO FORMA FINANCIAL INFORMATION (DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE AMOUNTS) Year Ended March 31, 1996 _______________________________________________ IPCO Safety Products Airgas, Inc. Company Pro Forma (Historical) (Historical) Adjustments Note Pro Operating Data (Note 1) (Note 1) (Note 2) Ref. Forma ________________ ___________ __________ __________ ____ ______ Net Sales $838,144 $53,576 $ - $891,720 Cost of Products Sold (Excluding Depreciation and Amortization) 419,491 43,044 - 462,535 Selling, Distribution & Administrative Expenses 279,906 8,167 288,073 Depreciation & Amortization 45,762 230 589 a 46,581 ______ _____ ______ _______ Total Costs & Expenses 745,159 51,441 589 797,189 ______ ______ ______ _______ Operating Income 92,985 2,135 (589) 94,531 Interest Expense, Net (24,862) (544) (1,650) b (27,056) Other Income, Net 782 (59) - 723 Minority Interest (663) - - (663) ______ _____ ______ _______ Earnings Before Income Taxes 68,242 1,532 (2,239) 67,535 Income Taxes 28,522 - (275) c 28,247 ______ _____ ______ _______ Net Earnings $39,720 $1,532 $(1,964) $ 39,288 ====== ===== ===== ======= Earnings Per Share (3) $ .60 $ .59 ====== ======= Weighted Average Shares 66,215 66,215 ====== ======= Notes: (1) Includes unaudited compiled financial data for the twelve months ended March 31, 1996. (2) See page 5 for explanation of pro forma adjustments. (3) See earnings per share calculations on page 6. 5 (a) Depreciation and amortization expense has been increased by $589. The adjustment was made to reflect the purchase accounting adjustments related to the acquired fixed assets, goodwill and non-competition agreement. (b) The pro forma interest expense adjustment of $1,650 reflects the debt incurred in financing the acquisition at the Registrant's effective interest rate. (c) Income tax effect of pro forma adjustments at the Registrant's marginal tax rate. IPCO was previously taxed under Subchapter S of the Internal Revenue Code. 6 AIRGAS, INC. EARNINGS PER SHARE CALCULATIONS (DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE AMOUNTS) Year Ended March 31, 1996 Adjustment of Weighted Average Shares Outstanding Historical Pro Forma ______________________________ ___________ _________ Shares of Common Stock Outstanding - Weighted 62,821 62,821 Net Common Stock Equivalents 3,394 3,394 ______ ______ Adjusted Shares Outstanding 66,215 66,215 ====== ====== Net Earnings $39,720 $39,288 ====== ====== Earnings Per Share $ .60 $ .59 ====== ====== Earnings per share amounts were determined using the treasury stock method. This method assumes the exercise of all dilutive outstanding options and warrants and the use of the aggregate proceeds therefrom to acquire the Registrant's outstanding common stock. Net earnings were divided by the average number of shares outstanding adjusted for the assumed exercise of the options and warrants outstanding and repurchase of common stock to calculate per share amounts. 7 IPCO SAFETY PRODUCTS COMPANY OF PENNSYLVANIA, INC. AND AFFILIATES COMBINED FINANCIAL STATEMENTS AS OF DECEMBER 31, 1995 AND 1994 TOGETHER WITH AUDITORS' REPORT 8 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Board of Directors of IPCO Safety Products Company of Pennsylvania, Inc.: We have audited the accompanying combined balance sheet of IPCO Safety Products Company of Pennsylvania, Inc. (a Pennsylvania corporation) and Affiliates, identified in Note 1, as of December 31, 1995 and 1994, and the related combined statements of income, shareholder's equity and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements 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 financial position of IPCO Safety Products Company of Pennsylvania, Inc. and Affiliates as of December 31, 1995 and 1994, and the results of their operations and their cash flows for the years then ended in conformity with generally accepted accounting principles. ARTHUR ANDERSEN LLP Philadelphia, Pa., May 22, 1996 9 IPCO SAFETY PRODUCTS COMPANY OF PENNSYLVANIA, INC. AND AFFILIATES COMBINED BALANCE SHEETS December 31 ------------------------------ ASSETS 1995 1994 ______ ____ ____ CURRENT ASSETS: Cash $54,843 $76,564 Accounts receivable, net of allowance for doubtful accounts of $66,763 and $50,342 6,445,820 6,113,664 Inventories 4,959,876 5,440,917 Prepaid expenses and other current assets 194,954 393,799 __________ __________ Total current assets 11,655,493 12,024,944 PROPERTY AND EQUIPMENT, net 516,608 628,660 INTANGIBLE ASSETS, net of accumulated amortization of $41,219 and $12,124 104,258 133,353 __________ __________ $12,276,359 $12,786,957 ========== ========== LIABILITIES AND SHAREHOLDER'S EQUITY ____________________________________ CURRENT LIABILITIES: Notes payable to bank $4,639,522 $4,583,247 Current portion of long-term debt 9,189 30,404 Accounts payable 1,778,739 1,935,151 Accrued expenses 335,340 223,748 __________ __________ Total current liabilities 6,762,790 6,772,550 __________ __________ LONG-TERM DEBT, net of current portion 2,097,311 2,408,368 __________ __________ SUBORDINATED SHAREHOLDER NOTES PAYABLE 2,740,000 2,740,000 __________ __________ COMMITMENTS (Note 8) SHAREHOLDER'S EQUITY: Common stock 15,500 15,400 Additional paid-in capital 206,135 206,135 Retained earnings 545,623 735,504 __________ __________ 767,258 957,039 Less: Treasury stock, at cost (91,000) (91,000) __________ __________ Total shareholders' equity 676,258 866,039 __________ __________ $12,276,359 $12,786,957 ========== ========== The accompanying notes are an integral part of these statements. 10 IPCO SAFETY PRODUCTS COMPANY OF PENNSYLVANIA, INC. AND AFFILIATES COMBINED STATEMENTS OF INCOME Year Ended December 31 ---------------------------- 1995 1994 ____ ____ NET SALES $53,064,097 $45,573,207 COST OF GOODS SOLD 42,828,998 37,121,475 __________ __________ Gross profit 10,235,099 8,451,732 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 8,264,879 7,902,350 DEPRECIATION AND AMORTIZATION 236,533 177,561 __________ __________ Operating income 1,733,687 371,821 __________ __________ OTHER EXPENSES: Interest 561,685 333,337 Miscellaneous 77,304 32,662 __________ __________ 638,989 365,999 __________ __________ NET INCOME $1,094,698 $5,822 ========== ========== The accompanying notes are an integral part of these statements. 11 IPCO SAFETY PRODUCTS COMPANY OF PENNSYLVANIA, INC. AND AFFILIATES COMBINED STATEMENTS OF SHAREHOLDER'S EQUITY FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994 Additional Common Paid-In Retained Treasury Stock Capital Earnings Stock Total _____ _______ ________ ________ ______ BALANCE, JANUARY 1, 1994 $15,200 $206,135 $729,682 $(91,000) $860,017 Issuance of common stock 200 - - - 200 Net income - - 5,822 - 5,822 ______ _______ _________ _______ _________ BALANCE, DECEMBER 31, 1994 15,400 206,135 735,504 (91,000) 866,039 Issuance of common stock 100 - - - 100 Cash distributions - - (1,284,579) - (1,284,579) Net income - - 1,094,698 - 1,094,698 ______ _______ _________ _______ _________ BALANCE, DECEMBER 31, 1995 $15,500 $206,135 $545,623 $(91,000) $676,258 ====== ======= ========= ======= ========= The accompanying notes are an integral part of these statements. 12 IPCO SAFETY PRODUCTS COMPANY OF PENNSYLVANIA, INC. AND AFFILIATES COMBINED STATEMENTS OF CASH FLOWS Year Ended December 31 ------------------------- 1995 1994 ____ ____ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $1,094,698 $5,822 Adjustments to reconcile net income to net cash provided by (used in) operating activities- Depreciation and amortization 236,533 177,561 Loss on sale of property and equipment 56,222 22,597 Provision for bad debts 66,763 16,342 Changes in assets and liabilities, net of the effects of the purchase of Pacific Safety Equipment Company- Decrease (increase) in- Accounts receivable (398,919) (723,889) Inventories 481,041 (1,171,299) Prepaid expenses and other current assets 198,845 (61,983) Increase (decrease) in- Accounts payable (156,412) (17,617) Accrued expenses 111,592 99,089 _________ _________ Net cash provided by (used in) operating activities 1,690,363 (1,653,377) _________ _________ CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of Pacific Safety Equipment Company - (86,791) Purchases of property and equipment (164,108) (484,438) Proceeds from sale of property and equipment 12,500 14,000 _________ _________ Net cash used in investing activities (151,608) (557,229) _________ _________ CASH FLOWS FROM FINANCING ACTIVITIES: Issuance of common stock 100 200 Net borrowings under note payable, bank 56,275 2,293,697 Principal payments on long-term debt (332,272) (11,760) Cash distributions (1,284,579) - _________ _________ Net cash (used in) provided by financing activities (1,560,476) 2,282,137 _________ _________ NET INCREASE (DECREASE) IN CASH (21,721) 71,531 CASH, BEGINNING OF YEAR 76,564 5,033 _________ _________ CASH, END OF YEAR $54,843 $76,564 ========= ========= SUPPLEMENTAL INFORMATION: Cash paid for interest $540,067 $314,369 ========= ========= Purchase of the net assets of Pacific Safety Equipment Company- Fair value of assets acquired $ - $488,686 Transaction costs - 86,791 Notes payable to sellers - (430,000) Cash paid for transaction costs - (86,791) _________ _________ Goodwill $ - $58,686 ========= ========= The accompanying notes are an integral part of these statements. 13 IPCO SAFETY PRODUCTS COMPANY OF PENNSYLVANIA, INC. AND AFFILIATES NOTES TO COMBINED FINANCIAL STATEMENTS DECEMBER 31, 1995 AND 1994 1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Business IPCO Safety Products Company of Pennsylvania, Inc. and Affiliates (the Company) are wholesale distributors of safety, industrial hygiene and environmental clean-up supplies and equipment. The principal business activities of the Company are carried out by the following affiliated companies: IPCO Safety Products Company of Pennsylvania, Inc. (IPCO-PA) IPCO Safety Products Company of Georgia, Inc. (IPCO-GA) IPCO Safety Products Company of California, Inc. (IPCO-CA) IPCO Safety Products Company of Ohio, Inc. (IPCO-OH) Principles of Combination The combined financial statements include the accounts of IPCO-PA, IPCO-GA and IPCO-CA. All intercompany accounts and transactions have been eliminated in combination. The combined financial statements include the results of operations for IPCO-CA for the period from July 25, 1994 (inception) through December 31, 1994. IPCO-OH was established in December 1995. Its operations began in 1996. The combined financial statements include IPCO-OH for 1995. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Inventories Inventories consist entirely of finished goods. Inventories are stated at the lower of cost or market, with cost determined by the last-in, first-out (LIFO) method for IPCO-PA and the first-in, first-out (FIFO) method for IPCO-GA and IPCO-CA. If the first-in, first-out method had been used by IPCO-PA, inventories would have been $251,533 and $273,497 higher than reported at December 31, 1995 and 1994, respectively. Property and Equipment Property and equipment are stated at cost. Depreciation and amortization are provided using primarily accelerated methods over the estimated useful lives of the related assets. Repairs and maintenance costs are charged to expense as incurred. 14 Intangible Assets Intangible assets consist principally of the excess of cost over the fair value of the net assets acquired (goodwill) related to the IPCO-CA acquisition (see Note 2). Other intangible assets relate to organization costs of IPCO-CA. Intangible assets are amortized using the straight-line method over 5 years. Income Taxes All of the affiliated companies are S corporations for federal and state income tax purposes. Accordingly, federal and state income taxes have not been provided because the income will be included in the shareholder's individual income tax returns. Income taxes may result in future periods in certain states and localities. The affiliated companies report certain income and expense items for income tax purposes on a basis different from that reflected in the accompanying combined financial statements. The principal differences relate to depreciation. If any of the S corporations' status were terminated, deferred income taxes would need to be reflected in the accompanying combined financial statements. Reclassifications Certain amounts included in the 1994 financial statements have been reclassified to conform with the 1995 presentation. 2. ACQUISITION: In July 1994, IPCO-CA was formed and acquired certain assets of Pacific Safety Equipment Company (Pacific). The purchase price was $430,000, plus transaction costs of $86,791 and was financed with a note payable to the seller and existing cash. The Company entered into a noncompete agreement with Pacific and its former owners. The excess of the purchase price over the fair value of the assets acquired (goodwill) was $58,686. 3. PROPERTY AND EQUIPMENT: Property and equipment consists of the following: December 31 ---------------------------- Estimated 1995 1994 Useful Lives ____ ____ ____________ Automotive equipment $75,345 $164,660 5 years Computer equipment 359,332 323,793 5 years Office equipment 406,744 397,874 7 years Leasehold improvements 111,336 56,785 31.5 years Warehouse equipment 153,916 88,767 7 years _________ _________ 1,106,673 1,031,879 Less: Accumulated depreciation and amortization (590,065) (403,219) _________ _________ $ 516,608 $ 628,660 ========= ======== 15 4. NOTES PAYABLE TO BANK: At December 31, 1995, Notes Payable to Bank consisted of amounts outstanding under a $6.5 million revolving line-of-credit facility (the New Revolver). The New Revolver is due November 1997 and bears interest which is payable monthly at the bank's National Commercial Rate (NCR) (8.5% at December 31, 1995). At the Company's option, up to $4 million may be termed out for a two-year period with an interest rate, payable monthly, equal to the United States Government T-bill rate (two-year term) plus 2.5%. Subsequent to December 31, 1995, the New Revolver was paid off. Refer to Note 10. The above described notes are governed by a Working Capital Loan and Security Agreement (Credit Facility) dated November 1995. The Credit Facility is secured by substantially all of the assets of the Company. The Credit Facility also includes a $2 million term loan which is due July 1, 1998. (See Note 5.) The Credit Facility is subject to compliance by the Company with several conditions and covenants which include, but are not limited to, maintaining minimum levels of working capital, tangible net worth, tangible capital funds and certain other financial ratios. At December 31, 1994, Notes Payable to Bank consisted of amounts outstanding under a $4.2 million revolving line-of-credit facility (Revolver). The Revolver was due May 1996 with interest payable monthly at the bank's National Commercial Rate (NCR) (8.5% at December 31, 1994) or at the London Interbank Offered Rates (LIBOR) plus 1.9%, at the option of the Company. In addition, at December 31, 1994, Notes Payable to Bank included $500,000 outstanding on a demand note. The demand note had interest payable monthly at NCR plus .25%. 5. LONG-TERM DEBT: December 31 --------------------------------- 1995 1994 ____ ____ 7% term loan payable to bank, interest only payable monthly; due July 1, 1998 (see Note 4) $ 2,000,000 $2,000,000 Note payable to seller (see Note 2), interest ranging from 6.5% to 7.5%; payable in monthly principal and interest payments of $1,405 through July, 2004; secured by all assets of IPCO-CA 106,500 419,352 Other -- 19,420 _________ _________ Less- Current portion 2,106,500 2,438,772 (9,189) (30,404) _________ _________ $2,097,311 $2,408,368 ========= ========= 16 Long-term debt maturities at December 31, 1995, are as follows: 1996 $ 9,189 1997 9,902 1998 2,010,670 1999 11,499 2000 12,392 2001 and thereafter 52,848 _________ $2,106,500 ========= 6. SUBORDINATED SHAREHOLDER NOTES PAYABLE: The subordinated shareholder notes payable are noninterest bearing and are subordinated to borrowings under the Credit Facility (see Notes 4 and 5). During 1995, the subordinated notes payable obligation to one of the shareholders was assumed by the remaining shareholder in connection with the transaction discussed in Note 7. The remaining shareholder has waived the demand option on these notes and extended the maturity date to beyond December 31, 1996. 7. SHAREHOLDER'S EQUITY: Common stock at December 31, 1995 and 1994, consisted of the following: December 31, 1995 IPCO-PA IPCO-GA IPCO-CA IPCO-OH Combined _________________ _______ ________ _______ ________ ________ Par value None $1 $1 $1 Authorized 1,000 shares 1,000 shares 1,000 shares 1,000 shares Issued 300 shares 200 shares 200 shares 100 shares Treasury 100 shares None None None Outstanding 200 shares 200 shares 200 shares 100 shares Common Stock $15,000 $200 $200 $100 $15,500 December 31, 1994 IPCO-PA IPCO-GA IPCO-CA IPCO-OH Combined _________________ _______ ________ _______ ________ ________ Par value None $1 $1 $- Authorized 1,000 shares 1,000 shares 1,000 shares - Issued 300 shares 200 shares 200 shares - Treasury 100 shares None None - Outstanding 200 shares 200 shares 200 shares - Common Stock $15,000 $200 $200 $- $15,400 During 1995, one of the Company's shareholders acquired all of the issued and outstanding shares of the Company previously owned by another shareholder. As a condition to the stock purchase, the Company entered into a consulting and non-compete agreement with the former shareholder. 17 8. COMMITMENTS: Operating Leases At December 31, 1995, the Company was obligated under noncancelable operating leases, including the related party lease discussed below, for warehouse space, office equipment and transportation equipment. These leases expire at various times through 2000 and require minimum rentals, subject to escalation, as follows: 1996 $ 348,064 1997 318,694 1998 157,378 1999 157,378 2000 52,459 _________ $1,033,973 ========= Rent expense was $725,856 and $377,708 in 1995 and 1994, respectively. The Company leases office and warehouse space at prices which, in the opinion of management, approximates market rates from an entity which is owned by the shareholder of the Company. Rent expense on this lease was $240,000 and $90,000 in 1995 and 1994, respectively. This related party lease requires minimum rental, as follows: 1995 $ 240,000 1996 240,000 1997 240,000 _______ $720,000 ======= Employment Agreement The Company has entered into an employment agreement with its President. The agreement provides for a base salary plus a bonus based on certain performance criteria, as defined. 9. EMPLOYEE BENEFIT PLANS: 401(k) Plan The Company maintains a 401(k) profit sharing plan covering substantially all employees. Eligible employees may contribute up to 11.25% of annual compensation to the Plan, subject to certain limitations, as defined. A matching employer contribution may be made at the discretion of the employer. Employee contributions vest immediately. Employer contributions vest over a period of up to ten years, as defined. Employer contributions were $70,070 and $65,520 in 1995 and 1994, respectively. 18 10. SUBSEQUENT EVENT: In January 1996, the Company acquired substantially all of the assets of the Spartan Glove Company, a specialty glove distributor located in a suburb of Cincinnati, Ohio. The excess of the purchase price over the fair market value of the net assets acquired (goodwill) totaled $7,000. In addition, a non-compete payment of $20,000 was made to the former owner at closing. In April 1996, substantially all of the assets of the Company were acquired by Airgas, Inc. In connection with this transaction, the Credit Facility was paid off in its entirety. EX-23 2 EX-23.1 - CONSENT OF INDEPENDENT AUDITORS 19 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our report dated May 22, 1996 on the combined financial statements of IPCO Safety Products Company of Pennsylvania, Inc. and Affiliates as of and for the years ended December 31, 1995 and 1994 included in this Form 8-K of Airgas, Inc., into Airgas, Inc.'s previously filed Form S-3 Registration Statements File Nos. 33-39325, 33-39433, 33-48388, 33-57893, 33-61301, 33-61899, 33-63201,33-64633 and 33-08113, and Form S-8 Registration Statements File Nos. 33-21780, 33-25419, 33-33954, 33-64056, 33-64058, 33-64112 and 33-64114. ARTHUR ANDERSEN LLP Philadelphia, Pennsylvania August 20, 1996 -----END PRIVACY-ENHANCED MESSAGE-----