-----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, VJL9l2m6DXUKj00m8Ty5prY58g+lHHBGVFnList1mOE4xrbj/XChuxSHMfj9o8ve KDH3E7JF2VSo2kLQoWzWJA== 0000804212-98-000010.txt : 19980428 0000804212-98-000010.hdr.sgml : 19980428 ACCESSION NUMBER: 0000804212-98-000010 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980427 ITEM INFORMATION: FILED AS OF DATE: 19980427 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: SEC FILE NUMBER: 001-09344 FILM NUMBER: 98601557 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 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): April 27, 1998 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.) 259 North Radnor-Chester Road, Suite 100 Radnor, PA 19087 _________________________________________ (Address of principal executive offices) Registrant's telephone number, including area code: (610) 687-5253 _______________ 2 Item 5. Other Events. ____________ On April 27, 1998, Airgas, Inc. reported its earnings outlook for the fourth quarter ended March 31, 1998 and that its earnings for the fourth quarter will be impacted by the near-term effects of its "Repositioning Airgas for Growth" initiative and impending divestiture of several non-core businesses, and expects to take a one-time special charge related to the repositioning program. This announcement is described in the press release attached as Exhibit 99 and incorporated herein by reference. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits __________________________________________________________________ (a) None (b) None (c) Exhibits. 99 Press Release dated April 27, 1998 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/ Thomas C. Deas, Jr. _______________________ Vice President & Chief Financial Officer DATED: April 27, 1998 EX-99 2 EX-99.1 - PRESS RELEASE 4 EXHIBIT 99.1 For More Information Thomas C. Deas, Jr. James R. Rapp (610) 902-6205 AIRGAS, INC. REPORTS FOURTH QUARTER 1998 SPECIAL CHARGE, EXITING OF NON-CORE BUSINESSES, AND EARNINGS OUTLOOK RADNOR, PA, April 27, 1998 -- Airgas, Inc. (NYSE-ARG) announced today that earnings for the fourth quarter ended March 31, 1998 will be impacted by the near-term effects of its "Repositioning Airgas for Growth" initiative and the impending divestiture of several non-core businesses. In addition, Airgas expects to take a one-time special charge related to the repositioning program. The pre-tax special charge of approximately $25 million will cover the closing of facilities, the write-down of property, plant, and equipment impaired as a result of the restructuring, and the divestitures. Additional repositioning costs of approximately $6 million, for relocating employees and other personnel expenses, exiting certain businesses, and computer conversions have been incurred in the quarter and are being charged against earnings. In conformance with accounting rules these costs and expenses are not included in the special charge. Additionally, Airgas estimates earnings per share for its fourth quarter, exclusive of the one-time special charge and the direct repositioning costs, will be negatively impacted by the indirect effects of its repositioning and will likely be 10 to 15 percent below last year's fourth quarter and also below analysts' current estimates. Airgas expects to report its results for the fourth quarter and fiscal 1998 on May 14, 1998. Looking ahead to fiscal 1999, Peter McCausland, Chairman and CEO, indicated, "The repositioning program will be substantially completed by late Spring 1999 and the current fiscal year will be a period of continuing transition to the new Airgas growth model. However, we believe the year ahead will reflect continued strong cash generation and same-store sales growth in our core businesses. Although we expect fiscal 1999 earnings to be impacted by repositioning expenses of approximately $.12 per share, we also expect to begin to see the benefits of these efforts in the second half. With everything we have going on we will no doubt hit bumps in the road, but we believe that earnings for fiscal 1999 will be reasonably close to analysts current expectations." The repositioning program reaffirms Airgas' commitment to its core U.S. distribution business and the market opportunities which have increased as the Company has expanded its gas and hardgoods product lines and strategic accounts program. To focus on its core business, Airgas intends to divest several non-strategic U.S. businesses with total sales of approximately $25 million. The Company will also divest or seek joint venture partners for several foreign operations, including its industrial gas interests in India, Thailand, and Indonesia. 5 The repositioning program includes reorganizing the corporate structure, consolidating the Distribution segment by combining 34 hubs into 16 larger regional companies, restructuring the carbon dioxide businesses in the Manufacturing segment, consolidating Airgas Direct Industrial's eleven warehouse facilities into five large regional centers, building a national information, procurement, and logistics infrastructure to support expanded product lines and distribution channels, and strengthening national sales and marketing. According to Mr. McCausland, "The Repositioning Airgas for Growth initiative will transition Airgas from a company which has grown largely by acquisition to a dynamic operating company with an aggressive acquisition plan. In the past ten years, Airgas has grown from $88 million to $1.6 billion in sales with over 260 acquisitions. We are now building the foundation for a second growth period which will include higher internal growth plus continuing acquisitions." "We are confident that we have the right strategy to grow our franchise as the largest distributor of industrial, medical, and specialty gases and related equipment in North America. Our repositioning is moving forward rapidly. It is expensive, but necessary. As our strong fourth-quarter sales and gross profits will demonstrate, we are focusing on top-line growth and margins as we move through this repositioning. We believe that by investing now to become the low-cost supplier to our customers, we will be rewarded with new business, that we will realize our vision of a world-class, multi-billion dollar, multi- channel distribution company, and that these steps will bring important future benefits to our shareholders, customers, and employees." Airgas, Inc. is the largest distributor of industrial, medical, and specialty gases and related equipment in North America. It can be visited on the Internet at http://www.airgas.com. Forward-Looking Statements Warning __________________________________ This press release may contain statements that are forward looking, as that term is defined by the Private Securities Litigation Reform Act of 1995 or by the Securities and Exchange Commission in its rules, regulations and releases. Airgas intends that such forward-looking statements be subject to the safe harbors created thereby. All forward-looking statements are based on current expectations regarding important risk factors, and the making of such statements should not be regarded as a representation by Airgas or any other person that the results expressed therein will be achieved. Important factors that could cause actual results to differ materially from those contained in any forward-looking statement include underlying market conditions, continued growth in same-store sales, costs and potential disruptive effects of the repositioning, implementation of information technology projects, the success and timing of intended divestitures, and factors described in the Company's reports, including Form 10-Q, dated December 31, 1997, filed by the Company with the Securities and Exchange Commission. -----END PRIVACY-ENHANCED MESSAGE-----