-----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, ViuSKZQQSDrcL8QeHUY5LG/tIXjczXCFRemMA2hLbrlZEwqSgFS8Q+MRfsLICLUa 7ACAHvi+BFOvUACq27ZCDw== 0001136710-03-000003.txt : 20030214 0001136710-03-000003.hdr.sgml : 20030214 20030214095221 ACCESSION NUMBER: 0001136710-03-000003 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AIRGAS INC CENTRAL INDEX KEY: 0000804212 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-CHEMICALS & ALLIED PRODUCTS [5160] IRS NUMBER: 560732648 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-38422 FILM NUMBER: 03562950 BUSINESS ADDRESS: STREET 1: 259 N. RADNOR-CHESTER ROAD STREET 2: SUITE 100 CITY: RADNOR STATE: PA ZIP: 19087 BUSINESS PHONE: 6106875253 MAIL ADDRESS: STREET 1: 259 N. RADNOR-CHESTER ROAD STREET 2: SUITE 100 CITY: RADNOR STATE: PA ZIP: 19087 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AIRGAS INC EMPLOYEE BENEFITS TRUST CENTRAL INDEX KEY: 0001136710 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 259 N RADNOR CHESTER ROAD CITY: RADNOR STATE: PA ZIP: 19087 BUSINESS PHONE: 6106875253 MAIL ADDRESS: STREET 1: 259 N RADNOR CHESTER ROAD CITY: RADNOR STATE: PA ZIP: 19087 SC 13G/A 1 ebt-13g.txt SCHEDULE 13G/A - STATEMENT OF BENEFICIAL OWNERSHIP 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* AIRGAS, INC. ______________________________________________ (Name of Issuer) COMMON STOCK _____________________________________________ (Title of Class of Securities) 009363 10 2 __________________________ (CUSIP Number) December 31, 2002 _______________________________________________________ (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [ X ] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following page(s)) Page 1 of 6 pages 2 CUSIP No. 009363 10 2 13G Page 2 of 6 pages ___________ __ __ ___________________________________________________________________ 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Airgas, Inc. Employee Benefits Trust ___________________________________________________________________ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] ___________________________________________________________________ 3. SEC USE ONLY ___________________________________________________________________ 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ___________________________________________________________________ 5. SOLE VOTING POWER 0 _______________________________________________ NUMBER OF 6. SHARED VOTING POWER SHARES BENEFICIALLY 0 OWNED BY _______________________________________________ EACH 7. SOLE DISPOSITIVE POWER REPORTING PERSON 0 WITH _______________________________________________ 8. SHARED DISPOSITIVE POWER 3,723,443 ___________________________________________________________________ 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,723,443 ___________________________________________________________________ 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] ___________________________________________________________________ 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.9% ___________________________________________________________________ 12. TYPE OF REPORTING PERSON* EP ___________________________________________________________________ 3 CUSIP No. 009363 10 2 13G Page 3 of 6 pages ___________ __ __ ___________________________________________________________________ Item 1(a) Name of Issuer ______________ Airgas, Inc. Item 1(b) Address of Issuer's Principal Executive Offices _______________________________________________ Airgas, Inc. Radnor Court 259 North Radnor-Chester Road, Suite 100 Radnor, Pennsylvania 19087-5283 Item 2(a) Name of Person Filing _____________________ Airgas, Inc. Employee Benefits Trust Item 2(b) Address of Principal Business Office, or, if none, Residence ____________________________________________________________ Radnor Court 259 North Radnor-Chester Road Radnor, Pennsylvania 19087-5283 Item 2(c) Citizenship ___________ Delaware Item 2(d) Title of Class of Securities ____________________________ Common Stock, par value $.01 per share Item 2(e) CUSIP Number ____________ 009363 10 2 Item 3 If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: (a) ___ Broker or dealer registered under Section 15 of the Exchange Act; (b) ___ Bank as defined in Section 3(a)(6) of the Exchange Act; (c) ___ Insurance company as defined in Section 3(a)(19) of the Exchange Act; (d) ___ Investment company registered under Section 8 of the Investment Company Act; 4 CUSIP No. 009363 10 2 13G Page 4 of 6 pages ___________ __ __ ______________________________________________________________ (e) ___ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) ___ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) ___ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) ___ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) ___ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; (j) ___ Group, in accordance with Rule 13d-1(b)(1)(ii)(J). Item 4 Ownership _________ This amendment is being filed by the Airgas, Inc. Employee Benefits Trust (the "Trust"). Pursuant to the Airgas, Inc. Employee Benefits Trust Agreement (the "Agreement"), effective as of March 30, 1999, between Airgas, Inc. (the "Issuer") and First Union National Bank, as Trustee, the Issuer established the Trust to hold legal title to assets, principally or exclusively in the form of securities of the Issuer to be used to satisfy the Issuer's obligations with respect to its employee benefit plans. As of the close of business on December 31, 2002, the Trust held 3,723,443 shares of the Issuer's common stock, as to which it may be deemed to have shared power to dispose or direct the disposition. The Trust, the Governance and Compensation Committee (the "Committee") acting on the Trust's behalf and the individual members of the Committee each disclaims beneficial ownership of the shares held by the Trust. (a) Amount beneficially owned: 3,723,443 (b) Percent of class: 4.9% (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 3,723,443 5 CUSIP No. 009363 10 2 13G Page 5 of 6 pages ___________ __ __ ___________________________________________________________________ Item 5 Ownership of Five Percent or Less of a Class ____________________________________________ If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ X ]. Item 6 Ownership of More than Five Percent on Behalf of Another Person _______________________________________________________________ The Employee Benefits Trust has the right to receive, and the Trustee thereof has the power to direct the receipt of, dividends from, or the proceeds from the sale of, the Issuer's shares which are the subject of this Schedule 13G. Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company __________________________________________________________________ Not Applicable Item 8 Identification and Classification of Members of the Group _________________________________________________________ Not Applicable Item 9 Notice of Dissolution of Group ______________________________ Not Applicable Item 10 Certification _____________ (a) Not Applicable (b) By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. 6 CUSIP No. 009363 10 2 13G Page 6 of 6 pages ___________ __ __ ___________________________________________________________________ Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February 14, 2003 Governance and Compensation Committee By: /s/ Robert L. Yohe ___________________ Signature Name: Robert L. Yohe Title: Chairman of the Airgas, Inc. Governance and Compensation Committee, on behalf of the Airgas, Inc. Employee Benefits Trust -----END PRIVACY-ENHANCED MESSAGE-----