-----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, DYR5B6mVewB9bX9xRbcGB1ukHtm87mg7hDuUPuVKGO6EnrtwH8u9wdkSuAG1dqMG bG/JI0jdzsQsO1dbEWwkww== 0000804212-98-000009.txt : 19980401 0000804212-98-000009.hdr.sgml : 19980401 ACCESSION NUMBER: 0000804212-98-000009 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970331 FILED AS OF DATE: 19980331 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: SEC FILE NUMBER: 001-09344 FILM NUMBER: 98581380 BUSINESS ADDRESS: STREET 1: 259 RADNOR-CHESETER ROAD STREET 2: SUITE 100 CITY: RADNOR STATE: PA ZIP: 19087 BUSINESS PHONE: 6106875253 MAIL ADDRESS: STREET 1: 259 RADNOR-CHESTER ROAD STREET 2: SUITE 100 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, 1997 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.) 259 North Radnor-Chester Road, Suite 100 Radnor, Pennsylvania 19087 (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 57,075,279 shares of voting stock held by non-affiliates of the registrant on May 30, 1997 was $970 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 30, 1997 was 66,818,522. DOCUMENTS INCORPORATED BY REFERENCE The Company's Proxy Statement for the Annual Meeting of Stockholders to be held August 4, 1997 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, 1997 for the purpose of filing, in accordance with Rule 15d-21 promulgated under the Securities Exchange Act of 1934, Exhibit 23.3, Consent of Independent Auditors, and Exhibit 99.2 containing information, financial statements and exhibits required by Form 11-K with respect to the Registrant's 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 January 24,1997, the Company filed a current report on Form 8-K to announce, under Item 5, its earnings for the third quarter ended December 31, 1996. On February 5, 1997, the Company filed a current report on Form 8-K, to announce, under Item 5, that it named Thomas C. Deas, Jr., as its Chief Financial Officer, effective February 24, 1997. On March 18, 1997, the Company filed a current report on Form 8-K to announce, under Item 5, certain organizational changes and management appointments. (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. (Incorporated by reference to Exhibit 3.2 to the Company's March 31, 1996 report on Form 10-K). ** 4.1 Eighth Amended and Restated Loan Agreement dated September 27, 1996 between Airgas, Inc. and certain banks and Nationsbank of North Carolina, N.A. ($500,000,000 credit facility). 4.2 Indenture dated as of August 1, 1996 of Airgas, Inc. to Bank of New York, Trustee. (Incorporated by reference to Exhibit 4.5 to the Company's Registration Statement on Form S-4 No. 333-23651 dated March 20, 1997). 4.3 Form of Airgas, Inc. Medium-Term Note (Fixed Rate). (Incorporated by reference to Exhibit 4.6 to the Company's Registration Statement on Form S-4 No. 333-23651 dated March 20, 1997). 3 4.4 Form of Airgas, Inc. Medium-Term Note (Floating Rate). (Incorporated by reference to Exhibit 4.7 to the Company's Registration Statement on Form S-4 No. 333-23651 dated March 20, 1997). 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. 4.5 Form of Rights Agreement, dated as of August 1, 1988, between Airgas, Inc. and The Philadelphia National Bank, which includes as Exhibit A thereto the Form of Rights Certificate: (Incorporated by reference to Exhibit (1) (2) to the Company's Form 8-A dated August 11, 1988.) 4.6 Rights Agreement, dated as of April 1, 1997, between Airgas, Inc. and The Bank of New York, N.A., as Rights Agent, which includes as Exhibit B thereto the Form of Right Certificate. (Incorporated by reference to Exhibit 1.1 to the Company's Form 8-A filed on April 28, 1997.) 4.7 First Amendment to the Rights Agreement Dated as of August 1, 1988, dated as of April 1, 1997, between Airgas, Inc. and The Bank of New York. (Incorporated by reference to Exhibit 1.2 to the Company's Form 8-A filed on April 28, 1997.) * 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 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). * 10.3 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). * 10.4 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 10-Q). * 10.5 1994 Employee Stock Purchase Plan. (Incorporated by reference to exhibit 10.19 to the Company's March 31, 1993 report on Form 10-K). * 10.6 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). * 10.7 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). 4 * 10.8 Joint Venture Agreement dated June 28, 1996 between Airgas, Inc. and National Welders Supply Company, Inc. and J.A. Turner, III, and Linerieux B. Turner and Molo Limited Partnership, Turner (1996) Limited partnership, Charitable Remainder Unitrust for James A. Turner, Jr. and Foundation for the Carolinas (Incorporated by reference to Exhibit 2.1 to the Company's June 28, 1996 Report on Form 8-K). */** 10.9 Letter dated July 24, 1992 between Airgas, Inc. (on behalf of the Nominating and Compensation Committee) and Peter McCausland regarding the severance agreement between the Company and Peter McCausland. **(11) Statement re: computation of earnings per share **(21) Subsidiaries of the Company **(23.1) Consent of KPMG Peat Marwick LLP (Form 10-K) **(23.2) Consent of KPMG Peat Marwick LLP (Form 11-K - 401(K) Plan) (23.3) Consent of KPMG Peat Marwick LLP (Form 11-K - Employee Stock Purchase Plan) **(23.4) Consent of Arthur Andersen LLP **(23.5) Report of Independent Public Accountants - Arthur Andersen LLP **(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 _____________ * A management contract or compensatory plan required to be filed by Item 14(c) of this Report. **Previously filed. 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: March 31, 1998 By: /s/ Thomas C. Deas, Jr. _________________________ Vice President - Finance & Chief Financial Officer 6 Exhibit Index Exhibit 23.3 Consent of KPMG Peat Marwick LLP. 99.2 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 23.3 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 March 6, 1998 relating to the statements of financial position of the Airgas, Inc. 1994 Employee Stock Purchase Plan as of December 31, 1997 and 1996, and the related statement of changes in participants' equity for each of the years in the three-year period ended December 31, 1997 which report is included in the December 31, 1997 Annual Report on Form 11-K of the Airgas, Inc. 1994 Employee Stock Purchase Plan. KPMG Peat Marwick LLP Philadelphia, Pennsylvania March 27, 1998 EX-99 3 FORM 11-K - AIRGAS, INC. 1994 EMPLOYEE STOCK PURCHASE PLAN 8 EXHIBIT 99.2 FORM 11-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) [ x ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1997 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to _______ Commission file number 33-64114 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: 1994 Employee Stock Purchase Plan B. Name of the issuer of the securities held pursuant to the plan and the address of its principal executive office: Airgas, Inc. 259 North Radnor-Chester Road Suite 100 Radnor, PA 19087 9 INDEPENDENT AUDITORS' REPORT To the Nominating and Compensation Committee of the Airgas, Inc. Board of Directors: We have audited the accompanying statements of financial position of the Airgas, Inc. 1994 Employee Stock Purchase Plan (the "Plan") as of December 31, 1997 and 1996 and the related statements of changes in participants' equity for each of the years in the three-year period ended December 31, 1997. 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 audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the Plan's administrator, as well as evaluating the overall financial statement presentation. We believe that our audits 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 the Plan as of December 31, 1997 and 1996 and the changes in its participants' equity for each of the years in the three-year period ended December 31, 1997, in conformity with generally accepted accounting principles. Philadelphia, Pennsylvania March 6, 1998 10 AIRGAS, INC. 1994 EMPLOYEE STOCK PURCHASE PLAN STATEMENTS OF FINANCIAL POSITION December 31, 1997 and 1996 ASSETS 1997 1996 ____ ____ Participants' payroll deductions receivable from Airgas, Inc. $18,150 $20,913 ====== ====== PARTICIPANTS' EQUITY Participants' Equity $18,150 $20,913 ====== ====== The accompanying notes are an integral part of these financial statements. 11 AIRGAS, INC. 1994 EMPLOYEE STOCK PURCHASE PLAN STATEMENTS OF CHANGES IN PARTICIPANTS' EQUITY Years Ended December 31, 1997, 1996 and 1995 1997 1996 1995 ____ ____ ____ Increase (decrease) during year: Participants' payroll deductions $5,931,313 $4,659,538 $3,223,172 Cost of 438,709 shares in 1997, 389,494 in 1996 and 352,240 in 1995 of common stock of Airgas, Inc. issued to participants under the terms of the Plan (including $15,130 in 1997, $2,518 in 1996, and $5,652 in 1995 in cash distributed for fractional shares) (5,934,076) (4,656,907) (3,223,526) _________ _________ _________ Net change in participants' equity (2,763) 2,631 (354) Balance at beginning of year 20,913 18,282 18,636 _________ _________ _________ Balance at end of year $ 18,150 $ 20,913 $ 18,282 ========= ========= ========= 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, 1997, 1996 and 1995 (1) Description of the Plan The following description of the Airgas, Inc. 1994 Employee Stock Purchase Plan (the Plan) provides general information only. Participants should refer to the Plan prospectus for more complete information. General The purpose of the Plan is to encourage and assist employees of Airgas, Inc. (the Company) and its subsidiaries, by giving them the opportunity to acquire an equity interest in the Company through the purchase of shares of the Company's Common Stock at a discount. The enrollment date discount is generally 15% of the closing price of the Common Stock at the date of enrollment. The Plan was adopted by the Board of Directors in May 1993 and was submitted for approval by the stockholders of the Company in July 1993. A maximum of two million (2,000,000) shares of Common Stock may be purchased under the Plan. From inception to December 31, 1997, 1,457,407 shares have been issued under the Plan. (2) Purchase and Distribution of Shares Purchases are made by the Plan quarterly, and the shares purchased are deposited into individual brokerage firm accounts maintained for the participants. The Common Stock is purchased at a price equal to the lower of: the closing price of the Common Stock on the New York Stock Exchange on the participant's enrollment date, multiplied by the discount percentage; or the closing price of the Common Stock on the New York Stock Exchange on the purchase date, multiplied by the discount percentage. (3) Participants' Payroll Deductions Participants' payroll deductions receivable from Airgas, Inc. represents deductions which are less than the cost of one share of common stock that will be carried forward for use in purchasing shares on the next quarterly purchase date. (4) Administrative Expenses of the Plan All administrative expenses of the Plan are paid by the Company. (5) Federal Income Tax The Plan is intended to qualify as an "employee stock purchase plan" under Section 421 and 423 of the Internal Revenue Code of 1986. Under existing federal income tax laws, the Plan is not subject to federal income tax. When any shares of stock are sold by a participant, any gain or loss must be recognized by that participant. 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/ W. Thacher Brown _______________________________ W. Thacher Brown /s/ Robert E. Naylor, Jr. _______________________________ Robert E. Naylor, Jr. /s/ Rajiv L. Gupta _______________________________ Rajiv L. Gupta /s/ Robert L. Yohe _______________________________ Robert L. Yohe DATED: March 31, 1998 ______________ -----END PRIVACY-ENHANCED MESSAGE-----