AIRGAS INC. FORM 8-K (Current report filing) Filed 3/14/2007 For Period Ending 3/9/2007

Transcription

1 AIRGAS INC FORM 8-K (Current report filing) Filed 3/14/2007 For Period Ending 3/9/2007 Address 259 N. RADNOR-CHESTER ROAD SUITE 100 RADNOR, Pennsylvania Telephone CIK Industry Chemical Manufacturing Sector Basic Materials Fiscal Year 03/31

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3 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C 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): March 9, 2007 AIRGAS, INC. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 259 North Radnor-Chester Road, Suite 100, Radnor, PA (Address of principal executive offices) (Zip Code) Registrant s telephone number, including area code: (610) N/A (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR ) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR e-4(c)) 1 of 3

4 TABLE OF CONTENTS Item Completion of Acquisition or Disposition of Assets Item Other Events Item Financial Statements and Exhibits SIGNATURES Press Release, dated March 9, 2007, issued by Airgas, Inc.

5 Table of Contents Item Completion of Acquisition or Disposition of Assets. On March 9, 2007, pursuant to a Bulk Gas Business Equity Purchase Agreement, dated November 22, 2006 (the Agreement ), by and among Airgas, Inc. (the Company ), Holox (USA) B.V., a Netherlands private company with limited liability, Holox Inc., a Georgia corporation, and Linde Aktiengesellschaft, a German corporation (the Guarantor ), the Company completed the acquisition of the U.S. bulk gas business of the Guarantor that the U.S. Federal Trade Commission ( FTC ) had ordered the Guarantor to divest after its acquisition of The BOC Group ( BOC ), which was completed on September 5, Airgas paid cash consideration of approximately $495 million. The amount and type of consideration was determined on the basis of arm s length negotiations between the Company and the Guarantor and is subject to a working capital adjustment. The acquisition was financed through borrowings under the Company s Twelfth Amended and Restated Credit Agreement dated July 25, 2006, which was previously filed with the Securities and Exchange Commission as Exhibit 4 to the Company s Form 10-Q for the quarter ended September 30, The closing of the acquisition was conditioned upon FTC review and approval of the transactions contemplated by the Agreement, and other customary closing conditions. On March 5, 2007, the FTC approved the acquisition and publicly announced its approval on March 9, The acquisition includes eight air separation units and related bulk gas business, with about 300 employees. The Agreement was filed as Exhibit 10.1 to the Company s Form 10-Q for the quarter ended December 31, 2006 and is incorporated herein by reference. The Company s press release dated March 9, 2007 announcing the closing of the acquisition is filed as Exhibit 99.1 to this Current Report and is incorporated herein by reference. Item Other Events In a separate transaction, Airgas transferred the Rock Hill, SC plant and the aligned sales and service associates to its joint venture partner, National Welders Supply Company, Inc., which operates in the Carolinas and southern Virginia. The transferred business employs about 26 people and had more than $10 million in revenues in Item Financial Statements and Exhibits. (a) Financial Statements of Business Acquired. In accordance with Item 9.01(a)(4), the financial statements required by Item 9.01(a) of Form 8-K will be filed by amendment to this Form 8-K no later than 71 calendar days after the date that this Current Report must be filed. (b) Pro forma financial information. In accordance with Item 9.01(b)(2), the pro forma financial information required by Item 9.01(b) of Form 8-K will be filed by amendment to this Form 8-K no later than 71 calendar days after the date this Current Report must be filed. (d) Exhibits. Exhibit 10.1* Bulk Gas Business Equity Purchase Agreement, dated November 22, 2006, by and among Holox (USA) B.V., Holox Inc., Linde AG and Airgas, Inc. Exhibit 99.1 Press Release, dated March 9, 2007, issued by Airgas, Inc. * Previously filed as Exhibit 10.1 to the Company s Form 10-Q for the quarter ended December 31, 2006, and filed with the Securities and Exchange Commission on February 8, of 3

6 Table of Contents SIGNATURES 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. (Registrant) BY: /s/ Thomas M. Smyth Thomas M. Smyth Vice President & Controller AIRGAS EAST, INC. AIRGAS GREAT LAKES, INC. AIRGAS MID AMERICA, INC. AIRGAS NORTH CENTRAL, INC. AIRGAS SOUTH, INC. AIRGAS GULF STATES, INC. AIRGAS MID SOUTH, INC. AIRGAS INTERMOUNTAIN, INC. AIRGAS NORPAC, INC. AIRGAS NORTHERN CALIFORNIA & NEVADA, INC. AIRGAS SOUTHWEST, INC. AIRGAS WEST, INC. AIRGAS SAFETY, INC. AIRGAS CARBONIC, INC. AIRGAS SPECIALTY GASES, INC. NITROUS OXIDE CORP. RED-D-ARC, INC. AIRGAS DATA, LLC (Co-Registrants) BY: /s/ Thomas M. Smyth Thomas M. Smyth Vice President & Controller ATNL, INC. (Co-Registrant) BY: /s/ Melanie Andrews Melanie Andrews President DATED: March 13, of 3

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8 Exhibit 99.1 News Release Airgas, Inc. 259 N. Radnor-Chester Road Suite 100 Radnor, PA Investor Contact: For release: Immediately Media Contact: Jay Worley (610) James Ely (610) Airgas Completes Acquisition of Linde s Divested U.S. Bulk Gas Assets RADNOR, PA March 9, 2007 Airgas, Inc. (NYSE: ARG) announced today that it has completed the acquisition of the U.S. bulk gas business that Linde AG (LIN.DE) was ordered to divest after its acquisition of The BOC Group. On March 9, 2007, the U.S. Federal Trade Commission publicly announced its approval of the transaction, which Airgas first announced on November 22, The acquisition includes eight air separation units and related bulk gas business, with about 300 employees. The business generated $176 million in revenues in Airgas paid $495 million in cash in the transaction. The acquired business has been renamed Airgas Merchant Gases, LLC, which is now led by Tom Thoman, senior vice president. Thoman, who had served as vice president gases since joining Airgas, Inc. in 2001, has been directing integration work for the past few months. From its Cleveland, OH, headquarters, Airgas Merchant Gases will manage production, distribution, and administrative functions for air separation plants in Canton and Dayton, OH; Madison and Waukesha, WI; Carrollton and Jefferson, GA; and Bozrah, CT, and transfer depots in LaPorte, IN; Romulus, MI; and Bethlehem, PA. About 34 sales and service employees have joined the respective Airgas regional companies for local service.

9 In a separate transaction, Airgas transferred an eighth plant in Rock Hill, SC and the aligned sales and service associates to its joint venture partner, National Welders Supply Company, Inc., which operates in the Carolinas and southern Virginia. The transferred business employs about 26 people and had more than $10 million in revenues in We welcome the Linde associates and customers to Airgas, said Airgas Chairman and Chief Executive Officer Peter McCausland. We have made tremendous progress on our integration plans in the past few months in order to make this a smooth transition. The combination of these bulk gas assets and people with our existing bulk gas business operated by Airgas and our joint venture National Welders will strengthen our gas supply chain nationwide and improve our ability to efficiently serve bulk gas customers. The acquired bulk business includes sales of nitrogen, oxygen, and argon produced at the plants, microbulk nitrogen and argon, as well as bulk helium, hydrogen, carbon dioxide and fuel gas sales to the plants customers. About Airgas, Inc. Airgas, Inc. (NYSE: ARG), through its subsidiaries, is the largest U.S. distributor of industrial, medical, and specialty gases, and related hardgoods, such as welding equipment and supplies. Airgas is also the third-largest U.S. distributor of safety products, the largest U.S. producer of nitrous oxide and dry ice, the largest liquid carbon dioxide producer in the Southeast, and a leading distributor of process chemicals, refrigerants and ammonia products. More than 11,000 employees work in some 900 locations, including branches, retail stores, gas fill plants, specialty gas labs, production facilities, and distribution centers. Airgas also distributes its products and services through ebusiness, catalog and telesales channels. Its national scale and strong local presence offer a competitive edge to its diversified customer base. For more information, please visit

10 Forward-Looking Statements 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. These statements include, but are not limited to, statements regarding the combination of the acquired bulk gas assets, employees and customers with our existing bulk gas business strengthening our gas supply chain nationwide and improving our ability to efficiently serve bulk gas customers. We intend that such forwardlooking statements be subject to the safe harbors created thereby. All forward-looking statements are based on current expectations regarding important risk factors and should not be regarded as a representation by us 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: the successful integration of the Linde air separation plants; the Company s ability to retain the former Linde employees and customers; the Company s ability to satisfy the needs of the former Linde customers; the Company s ability to identify, consummate and successfully integrate future acquisitions; an economic downturn; increased competition; customer acceptance of the Company s products; adverse changes in customer buying patterns; adverse changes in general economic conditions; political and economic uncertainties associated with current world events; and other factors described in the Company s reports, including Form 10-K dated March 31, 2006, subsequent Forms 10-Q, and other forms filed by the Company with the Securities and Exchange Commission.