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):
July 27, 2005
AIRGAS, INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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1-9344
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56-0732648 |
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(State or other
jurisdiction of
incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.) |
259 North Radnor-Chester Road, Suite 100
Radnor, PA 19087-5283
(Address of principal executive offices)
Registrant’s
telephone number, including area code: (610) 687-5253
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 (see General
Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 2.02
Results of Operations and Financial Condition
On July 27, 2005, Airgas, Inc. (the “Company”) reported its earnings for its first quarter
ended June 30, 2005, as described in the press release attached as Exhibit 99.1 and
incorporated herein by reference.
The information contained in this Form 8-K report shall not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934 or incorporated by reference in any
filing under the Securities Exchange Act of 1933, as amended, except as expressly set forth
by specific reference in such a filing.
Non-GAAP Measures:
The press release attached as Exhibit 99.1 contains certain financial measures that are not
defined under generally accepted accounting principles (GAAP). Free Cash Flow is a non-GAAP
measure that provides investors meaningful insight into the Company’s ability to generate cash
from operations, which can be used at management’s discretion for
acquisitions, the prepayment of debt or to support other investing and financing activities.
The Company uses the non-GAAP measure Adjusted Debt to provide investors with a more meaningful
measure of the change in the Company’s obligation to repay debt by adjusting for the
non-recourse debt of the National Welders joint venture, non-cash interest rate hedging and
funds received or repaid under the trade receivables securitization program.
The Company’s intent is to provide non-GAAP financial information to enhance investors’
understanding of the Company’s consolidated financial statements and should be considered by
the reader in addition to, but not instead of, the financial statements prepared in
accordance with GAAP.
Item 9.01
Financial Statements and
Exhibits
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None |
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None |
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Exhibits. |
99.1 — Press Release dated July 27, 2005
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.
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| AIRGAS, INC. |
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AIRGAS EAST, INC. |
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AIRGAS GREAT LAKES, INC. |
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AIRGAS MID AMERICA, INC. |
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AIRGAS NORTH CENTRAL, INC. |
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/s/ Robert M. McLaughlin |
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AIRGAS SOUTH, INC. |
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Robert M. McLaughlin |
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AIRGAS GULF STATES, INC. |
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Vice President & Controller |
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AIRGAS MID SOUTH, INC. |
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AIRGAS INTERMOUNTAIN, INC. |
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AIRGAS NORPAC, INC. |
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AIRGAS NORTHERN CALIFORNIA & NEVADA, INC.
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AIRGAS SOUTHWEST, INC.
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AIRGAS WEST, INC.
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AIRGAS SAFETY, INC.
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RUTLAND TOOL & SUPPLY CO., INC.
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AIRGAS CARBONIC, INC.
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AIRGAS SPECIALTY GASES, INC. |
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NITROUS OXIDE CORP. |
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RED-D-ARC, INC. |
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AIRGAS DATA, LLC |
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(Co-Registrants)
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BY:
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/s/ Robert M. McLaughlin |
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Robert M. McLaughlin |
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Vice President |
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ATNL, INC. |
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(Co-Registrant)
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BY:
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/s/ Melanie Andrews |
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Melanie Andrews |
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President |
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| DATED: July 27, 2005 |
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