UNITED STATES
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):
February 28, 2002
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 No.)
incorporation)
259 North Radnor-Chester Road, Suite 100
Radnor, PA 19087-5283
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(Address of principal executive offices)
Registrant's telephone number, including area code: (610) 687-5253
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Item 2. Acquisition or Disposition of Assets
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On February 28, 2002, pursuant to an Asset Purchase Agreement dated
January 3, 2002 (the "Purchase Agreement"), Airgas, Inc. (the "Registrant")
completed its acquisition of the majority of the U.S. packaged gas business
of Air Products and Chemicals, Inc. ("Air Products") for cash of
approximately $236 million. The amount and type of consideration was
determined on the basis of arm's length negotiations between the Registrant
and Air Products. The acquisition includes approximately 100 facilities in
30 states associated with the filling and distribution of cylinders, liquid
dewars, tube trailers, and other containers of industrial gases and non-
electronic specialty gases, and the retail selling of welding hardgoods.
The assets of the business acquired included inventory, certain accounts
receivable, real estate, and plant and equipment, including approximately
one million cylinders. The Registrant intends to continue to operate the
acquired business and integrate the associated facilities into its existing
packaged gas distribution network. Although nearly all of the assets
acquired will be retained, the integration of the acquired business may
result in the closure of certain redundant locations.
Prior to completion of this acquisition, the Registrant purchased
liquid bulk gases for its packaged gas distribution business under supply
agreements with various industrial gas producers including Air Products.
In connection with the Purchase Agreement, the Registrant agreed to
purchase at least 35% of its entire liquid bulk gas requirements from Air
Products for the period from September 1, 2002 to September 1, 2017.
The Registrant financed the transaction through borrowings on its
amended revolving credit facilities. In addition, the Registrant obtained
a $100 million term loan with a maturity date of July 30, 2006. The
amendment to the Registrant's revolving credit facilities, inclusive of the
term loan, was previously filed with the Securities and Exchange Commission
and is incorporated by reference in this Form 8-K as Exhibit 4.1. Goldman,
Sachs & Co. and the Bank of America, N.A. served as advisors to the
Registrant with regard to the acquisition. The Bank of America, N.A. also
acted as agent for the syndicate of banks that provided the Registrant's
revolving credit facilities and the $100 million term loan.
Separately, Air Products sold its packaged gas operations in the
Carolinas and southern Virginia consisting of nine locations to National
Welders Supply Company, Inc., a joint venture between the Registrant and
the Turner family of Charlotte, NC.
The Purchase Agreement is filed as Exhibit 2.1 to this Form 8-K and is
incorporated herein by reference. The Registrant's press release dated
February 28, 2002 announcing the closing of the acquisition is filed as
Exhibit 99.1 and is incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(a) Pursuant to Rule 3-05(b)(2)(i) of Regulation S-X, financial statements
are not required to be filed in connection with the transaction described
under Item 2. of this Form 8-K.
(b) Pursuant to Rule 11-01(b) of Regulation S-X, pro forma financial
information is not required to be filed in connection with the transaction
described under Item 2. of this Form 8-K.
(c) Exhibits.
2.1 - Asset Purchase Agreement (the "Purchase Agreement") dated
January 3, 2002, by and among Air Products and Chemicals, Inc.,
Airgas, Inc. and National Welders Supply Company, Inc. The Liquid
Bulk Product Supply Agreement is Exhibit E-1 to the Purchase
Agreement and is being filed herewith. (Except as set forth
herein, the Schedules and Exhibits to the Purchase Agreement (a
list of which is included in the Purchase Agreement) are not being
filed as Exhibits to this Current Report on Form 8-K. The
Registrant agrees to furnish supplementally a copy of any such
Schedules and Exhibits to the Securities and Exchange Commission
upon request.)
4.1 - First Amendment, dated December 31, 2001, to the Tenth Amended
and Restated Credit Agreement dated as of July 30, 2001 among
Airgas, Inc., Airgas Canada, Inc., Red-D-Arc Limited, Bank of
America, N. A. as U.S. Agent and Canadian Imperial Bank of
Commerce as Canadian Agent. (Incorporated by reference to Exhibit
4.1 to the Registrant's December 31, 2001 Quarterly Report on Form
10-Q.)
99.1 - Press Release dated February 28, 2002.
Signatures
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Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant and Co-Registrants have duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
AIRGAS, INC. AIRGAS EAST, INC.
(Registrant) AIRGAS GREAT LAKES, INC.
AIRGAS MID AMERICA, INC.
AIRGAS NORTH CENTRAL, INC.
BY:/s/ Robert M. McLaughlin AIRGAS SOUTH, INC.
Robert M. McLaughlin AIRGAS GULF STATES, INC.
Vice President & Controller AIRGAS MID SOUTH, INC.
AIRGAS INTERMOUNTAIN, INC.
AIRGAS NORPAC, INC.
AIRGAS NORTHERN CALIFORNIA & NEVADA, INC.
AIRGAS SOUTHWEST, INC.
AIRGAS WEST, INC.
AIRGAS SAFETY, INC.
RUTLAND TOOL & SUPPLY CO., INC.
AIRGAS CARBONIC, INC.
AIRGAS SPECIALTY GASES, INC.
NITROUS OXIDE CORP.
PURITAN MEDICAL PRODUCTS, INC.
RED-D-ARC, INC.
AIRGAS REALTY, INC.
ATNL, INC.
AIRGAS DATA, LLC
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(Co-Registrants)
BY:/s/ Robert M. McLaughlin
Robert M. McLaughlin
Vice President
DATED: March 15, 2002