-----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, LWpA165Jj0YfXw/5ezCl5p6pKOOrae4uf0RUQiaM/ipkH6z0PE70ETKDDnSXGX6A wcGknZxCD88+Imh658Qrmg== 0000804212-98-000026.txt : 19980915 0000804212-98-000026.hdr.sgml : 19980915 ACCESSION NUMBER: 0000804212-98-000026 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19980821 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: AIRGAS INC CENTRAL INDEX KEY: 0000804212 STANDARD INDUSTRIAL CLASSIFICATION: 5160 IRS NUMBER: 560732648 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: SEC FILE NUMBER: 333-61989 FILM NUMBER: 98695538 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 S-3 1 FORM S-3 1 As filed with the Securities and Exchange Commission on August 21, 1998 Registration No. 333- __________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____________ FORM S-3 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 _____________ 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.) Radnor Court 259 North Radnor-Chester Road, Suite 100 Radnor, Pennsylvania 19087-5240 (610) 687-5253 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) _____________ TODD R. CRAUN, CORPORATE COUNSEL AIRGAS, INC. Radnor Court 259 North Radnor-Chester Road, Suite 100 Radnor, Pennsylvania 19087-5240 (610) 687-5253 (Address, including zip code, and telephone number, including area code, of agent for service) _____________ Copies to: NANCY D. WEISBERG, ESQ. R. Nicholas Singh, Esquire MCCAUSLAND, KEEN & BUCKMAN Brown & Wood LLP Radnor Court 815 Connecticut Avenue, N.W. 259 North Radnor-Chester Road, Suite 160 Suite 701 Radnor, Pennsylvania 19087-5240 Washington, D.C. 20006-4004 (610) 341-1000 (202) 973-0600 2 Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. /___/ If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. / X / If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / X / 333-8113 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. /___/ If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. /___/ _____________ CALCULATION OF REGISTRATION FEE Proposed Title of maximum Proposed each class offering maximum Amount of of securities Amount to price per aggregate registration to be registered be registered unit (1) offering price(1) fee ________________ _____________ _________ _________________ ____________ Debt Securities (2) $28,238,720.63 100% $28,238,720.63 $8,330.42 _____________ (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457. (2) May be issued from time to time in one or more series. 3 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE This Registration Statement is filed with the Securities and Exchange Commission (the "Commission") by Airgas, Inc. (the "Company") pursuant to Rule 462(b) under the Securities Act of 1933, as amended. This Registration Statement incorporates by reference the contents of the Registration Statement on Form S-3 (File No. 333-8113), including each of the documents incorporated by reference therein, which relates to the offering of up to $450,000,000 of securities of the Company and was filed with the Commission on July 15, 1996 and declared effective on August 1, 1996. Item 16. Exhibits The following exhibits are filed as part of this Registration Statement: Exhibit No. Description 5.1 Opinion of McCausland, Keen & Buckman 23.1 Consent of KPMG Peat Marwick LLP 23.2 Consent of McCausland, Keen & Buckman(included in Exhibit 5.1) 23.3 Consent of Brown & Wood LLP 24.1 Powers of Attorney (included on the signature page) 4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Delaware County, Pennsylvania, on August 21, 1998. AIRGAS, INC. By: /S/PETER McCAUSLAND __________________________________________ Peter McCausland, Director, Chairman of the Board, President and Chief Executive Officer By: /S/SCOTT M. MELMAN ___________________________________________ Scott M. Melman Vice President-Finance and Chief Financial Officer (Principal Financial Officer) By: /S/JEFFREY P. CORNWELL ___________________________________________ Jeffrey P. Cornwell Assistant Vice President and Corporate Controller (Principal Accounting Officer) POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Peter McCausland, Todd R. Craun, and Scott M. Melman, and each or any of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their, his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof. 5 Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities indicated. Date: August , 1998 _________________________________ Robert E. Naylor, Director /S/ROBERT L. YOHE Date: August 21, 1998 _________________________________ Robert L. Yohe, Director /S/FRANK B. FOSTER, III Date: August 21, 1998 _________________________________ Frank B. Foster, III, Director /S/JOHN A. H. SHOBER Date: August 21, 1998 _________________________________ John A. H. Shober, Director /S/MERRIL L. STOTT Date: August 21, 1998 _________________________________ Merril L. Stott, Director /S/RAJIV L. GUPTA Date: August 21, 1998 _________________________________ Rajiv L. Gupta, Director /S/W. THACHER BROWN Date: August 21, 1998 _________________________________ W. Thacher Brown, Director /S/LEE M. THOMAS Date: August 21, 1998 _________________________________ Lee M. Thomas, Director EX-5 2 EX-5.1 - OPINION OF MCCAUSLAND, KEEN & BUCKMAN EX-1 [Letterhead of McCausland, Keen & Buckman] August 21, 1998 Airgas, Inc. Radnor Court 259 North Radnor-Chester Road, Suite 100 Radnor, PA 19087-5240 Re: Registration Statement on Form S-3 Ladies and Gentlemen: We have acted as counsel to Airgas, Inc. in connection with the preparation of a registration statement on Form S-3 (the "Registration Statement") relating to the proposed issuance by the Company from time to time of its unsecured debt securities (the "Debt Securities") with an aggregate public offering price of up to $28,238,720.63 on terms to be determined at the time of offering. The Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended. As set forth in the Registration Statement, the Debt Securities will be issued under the Indenture between the Company and the Bank of New York, as Trustee (the "Trustee") dated as of August 1, 1996 (the "Indenture"), which is substantially in the form which appears as Exhibit 4(a) to the Registration Statement on Form S-3 previously filed by the Company on July 15, 1996 (File No. 333-8113). We have examined copies of the Company's Restated Certificate of Incorporation and bylaws, the Indenture, the Prospectus dated August 1, 1996, the Prospectus Supplement dated August 1, 1996 and such other records and documents as we have deemed necessary for purposes of this opinion. Based upon the foregoing, we are of the opinion that, when appropriate corporate action has been taken to authorize the Company to fix the terms of one or more issues of Debt Securities under the Indenture and to authorize their issue, and when the Debt Securities with terms so fixed shall have been duly authenticated or countersigned by the Trustee and duly issued under the Indenture, such Debt Securities will constitute valid and binding obligations of the Company, enforceable in accordance with their terms. With respect to enforcement, the above opinion is qualified to the extent that enforcement of the Indenture or Debt Securities may be limited by bankruptcy, insolvency or other laws of general applicability relating to or affecting enforcement of creditors' rights or by general equity principles. In rendering the foregoing opinion, we express no opinion as to the laws of any jurisdiction other than the laws of the Commonwealth of Pennsylvania and the federal laws of the United States of America. We consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name under the caption "Legal Matters" in the Prospectus incorporated by reference therein. Sincerely, McCAUSLAND, KEEN & BUCKMAN By: /S/NANCY D. WEISBERG _________________________________ Nancy D. Weisberg, Vice President EX-23 3 EX-23.1 - KPMG PEAT MARWICK LLP CONSENT EX-2 Consent of Independent Auditors The Board of Directors Airgas, Inc.: We consent to incorporation by reference in this Registration Statement on Form S-3 of Airgas, Inc. of our report dated May 13, 1998, relating to the consolidated balance sheets of Airgas, Inc. and subsidiaries as of March 31, 1998 and 1997, and the related consolidated statements of earnings, stockholders' equity, and cash flows for each of the years in the three-year period ended March 31, 1998, and all related schedules, which report is included in the March 31, 1998, Annual Report on Form 10-K of Airgas, Inc. We also continue to consent to the reference to our firm under the caption "Experts" in the Registration Statement on Form S-3 of Airgas, Inc. (No. 333-8113) and incorporated by reference in this Registration Statement. KPMG PEAT MARWICK LLP Philadelphia, Pennsylvania August 19, 1998 EX-23 4 EX-23.3 - BROWN & WOOD LLP EX-3 [LETTERHEAD OF BROWN & WOOD LLP] August 20, 1998 Airgas, Inc. Radnor Court 259 North Radnor-Chester Road Suite 100 Radnor, Pennsylvania 19087 Re: Registration Statement on Form S-3 Ladies and Gentlemen: We hereby consent to the reference to our firm under the caption "Legal Matters" in the Prospectus incorporated by reference into this Registration Statement. Very truly yours, /s/BROWN & WOOD LLP -----END PRIVACY-ENHANCED MESSAGE-----