SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Pursuant to Section 13 or 15 (d) of
the Securities Exchange Act of 1934T
Date of Report (date of earliest event reported):
January 26, 2005
|(State or other||(Commission File Number)||(I.R.S. Employer|
|jurisdiction of||Identification No.)|
259 North Radnor-Chester Road, Suite 100
Radnor, PA 19087-5283
Registrants telephone number, including area code: (610) 687-5253
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).
|Item 2.02 Results of Operations and Financial Condition|
|Item 9.01 Financial Statements and Exhibits|
|PRESS RELEASE DATED JANUARY 26, 2005|
Item 2.02 Results of Operations and Financial Condition
On January 26, 2005, Airgas, Inc. (the Company) reported its earnings for its third quarter and nine months ended December 31, 2004, 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.
The press release attached as Exhibit 99.1 contains certain financial measures that are not defined under generally accepted accounting principles (GAAP). After-Tax Cash Flow is a non-GAAP measure that provides investors meaningful insight into the Companys ability to generate cash from operations to support working capital requirements, capital expenditures and financial obligations. Free Cash Flow is a non-GAAP measure that provides investors meaningful insight into the Companys ability to generate cash from operations, which can be used at managements 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 accurate and meaningful measure of the change in the Companys 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 Companys intent is to provide non-GAAP financial information to enhance investors understanding of the Companys 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
99.1 Press Release dated January 26, 2005
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.|
|/s/ Robert M.
||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.|
|AIRGAS DATA, LLC|
|BY:||/s/ Robert M.
|Robert M. McLaughlin
DATED: January 27, 2005