-----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, TnjqU/GAanfhV8lUxuJRvWnPb8QbFKybCANApTzE0QFxsa/5kACk9/vpYG9Q8fOk okFXm2jllA9EqCEFjP3MJA== 0000804212-99-000007.txt : 19990330 0000804212-99-000007.hdr.sgml : 19990330 ACCESSION NUMBER: 0000804212-99-000007 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990329 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: 11-K SEC ACT: SEC FILE NUMBER: 001-09344 FILM NUMBER: 99575928 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 11-K 1 FORM 11-K 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) [ x ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1998 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: Airgas, Inc. 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 19087-5283 2 AIRGAS, INC. 1994 EMPLOYEE STOCK PURCHASE PLAN ANNUAL REPORT ON FORM 11-K December 31, 1998 INDEX PAGE Report of Independent Auditors .......................................3 AUDITED FINANCIAL STATEMENTS Statements of Financial Position as of December 31, 1998 and 1997.....4 Statements of Changes in Participant's Equity for the years ended December 31, 1998, 1997 and 1996 .................................5 Notes to Financial Statements ........................................6 SIGNATURES.............................................................8 EXHIBIT INDEX Consent of Independent Auditors ......................................9 3 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, 1998 and 1997 and the related statements of changes in participants' equity for each of the years in the three-year period ended December 31, 1998. 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, 1998 and 1997 and the changes in its participants' equity for each of the years in the three-year period ended December 31, 1998, in conformity with generally accepted accounting principles. KPMG LLP Philadelphia, Pennsylvania March 19, 1999 4 AIRGAS, INC. 1994 EMPLOYEE STOCK PURCHASE PLAN STATEMENTS OF FINANCIAL POSITION December 31, 1998 and 1997
1998 1997 ASSETS Participants' payroll deductions receivable from Airgas, Inc. $ -- $18,150 PARTICIPANTS' EQUITY Participants' Equity $ -- $18,150 The accompanying notes are an integral part of these financial statements.
5 AIRGAS, INC. 1994 EMPLOYEE STOCK PURCHASE PLAN STATEMENTS OF CHANGES IN PARTICIPANTS' EQUITY Years Ended December 31, 1998, 1997 and 1996
1998 1997 1996 Increase (decrease) during year: Participants' payroll deductions $5,742,430 $5,931,313 $4,659,538 Cost of 541,225 shares in 1998, 438,709 shares in 1997, and 389,494 in 1996 of common stock of Airgas, Inc. issued to participants under the terms of the Plan (including $21,374 in 1998, $15,130 in 1997, and $2,518 in 1996 in cash distributed for fractional shares) (5,760,580) (5,934,076) (4,656,907) Net change in participants' equity (18,150) (2,763) 2,631 Balance at beginning of year 18,150 20,913 18,282 Balance at end of year $ -- $ 18,150 $ 20,913 The accompanying notes are an integral part of these financial statements.
6 AIRGAS, INC. 1994 EMPLOYEE STOCK PURCHASE PLAN NOTES TO FINANCIAL STATEMENTS December 31, 1998, 1997 and 1996 (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. and its subsidiaries (the "Company"), 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. Generally, employees may elect to have up to 15% of their annual gross compensation (including base salary, commissions and over-time) withheld to purchase the Company's Common Stock at 85 to 95 percent of the market value of the Common Stock, depending on base salary levels. Market value under the Plan is either the closing market price of the Common Stock as of the employees' enrollment date in the Plan or the closing market price on the quarterly purchase date, whichever is lower. Employees lock-in a purchase price under the Plan for up to 27 months. 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, 1998, 1,998,632 shares have been issued under the Plan. During 1999, the Company intends to deregister the remaining shares and terminate the Plan. As described in Note 3, based on the limitation of shares remaining under the Plan, a portion of participants' payroll deductions was retained by the Company for contribution to the 1998 Employee Stock Purchase Plan (the "1998 Plan"). The Plan is accounted for on the accrual basis of accounting. Purchases and sales of shares of Company Common Stock are recorded on a trade date basis. (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 At December 31, 1998, the Plan did not have a sufficient number of shares remaining for the quarterly purchase on behalf of Plan participants. Due to the share limitation, shares were purchased for Plan participant accounts on a pro-rata basis as provided for in the Plan prospectus. A total of $265,263 of participants' payroll deductions between October 1, 1998 and December 31, 1998 were in excess of shares available under the Plan. The Plan Participants authorized the contribution of the excess payroll deductions to the 1998 Plan for use in purchasing shares on the 1998 Plan's first quarterly purchase date in March 1999. The 1998 Plan was adopted by the Board of Directors in May 1998 and approved by the stockholders of the Company in August 1998. 7 AIRGAS, INC. 1994 EMPLOYEE STOCK PURCHASE PLAN NOTES TO FINANCIAL STATEMENTS (continued) For the years ended December 31, 1997 and 1996, participants' payroll deductions receivable from Airgas, Inc. represents deductions which were less than the cost of one share of common stock and were 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. Any brokerage fees for the purchase of shares on behalf of Plan Participants are paid by the Company, but brokerage fees for the resale of shares by Participants are paid by the Participants. (5) Federal Income Tax The Plan is intended to qualify as an "employee stock purchase plan" under Section 421 and Section 423 of the Internal Revenue Code of 1986, as amended. 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. 8 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 (Name of 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 29, 1999 9 EXHIBIT INDEX Exhibit 23 Consent of KPMG LLP EX-23 2 CONSENT OF INDEPENDENT AUDITORS EXHIBIT 23 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 19, 1999 relating to the statements of financial position of the Airgas, Inc. 1994 Employee Stock Purchase Plan as of December 31, 1998 and 1997, and the related statement of changes in participants' equity for each of the years in the three-year period ended December 31, 1998 which report is included in the December 31, 1998 Annual Report on Form 11-K of the Airgas, Inc. 1994 Employee Stock Purchase Plan. KPMG LLP Philadelphia, Pennsylvania March 25, 1999 -----END PRIVACY-ENHANCED MESSAGE-----