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Page 1 of 13 Pages
Exhibit Index Appears on Page 12
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3*)*
AIRGAS, INC.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
009363102
(CUSIP Number)
Mr. Thomas W. Smith
323 Railroad Avenue
Greenwich, CT 06830
203-661-1200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
N/A
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box / /.
Check the following box if a fee is being paid with the statement / /. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such
class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*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 disclosures provided in a prior cover page.
The information required on 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).
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*See Preliminary Note
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CUSIP No. 009363102 Page 2 of 13 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thomas W. Smith
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 (Funds of Managed Accounts)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
/ /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,847,800
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON -0-
WITH
10 SHARED DISPOSITIVE POWER
1,847,800
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,847,800
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.96%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
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CUSIP No. 009363102 Page 3 of 13 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Edward J. McAree
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 (funds of Managed Accounts), PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
/ /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF 1,200
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,847,800
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 1,200
WITH
10 SHARED DISPOSITIVE POWER
1,847,800
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,849,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.96%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
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CUSIP No. 009363102 Page 4 of 13 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thomas N. Tryforos
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 (Funds of Managed Accounts), PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
/ /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF 396
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,847,800
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 396
WITH
10 SHARED DISPOSITIVE POWER
1,847,800
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,848,196
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.96%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
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Page 5 of 13 Pages
Preliminary Note
This Statement constitutes Amendment No. 3 to the Schedule 13D filed
by Mr. Thomas W. Smith on January 16, 1992, as amended by Amendment No. 1 filed
on February 5, 1992 and Amendment No. 2 filed on March 27, 1992. This Statement
also constitutes Amendment No. 2 to the Schedule 13D filed by Mr. Edward J.
McAree and Mr. Thomas N. Tryforos on February 5, 1992, as amended by Amendment
No. 1 filed on March 27, 1992.
Items 1, 3, 4, 5 and 7 are hereby amended as set forth below. For
purposes of the EDGAR filing, Items 2 and 6 are restated.
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Item 1. Security and Issuer.
[Item 1 is hereby amended so that, as amended, it shall read in its
entirety as follows:]
This statement relates to the common stock, $.01 par value (the
"Common Stock") of Airgas, Inc., a Delaware corporation whose principal
executive offices are located at 5 Radnor Corporate Center, Suite 550, 100
Matsonford Road, Radnor, PA 19087-4579.
Item 2. Identity and Background.
(a) - (f) This statement is filed jointly by Thomas W. Smith,
Edward J. McAree and Thomas N. Tryforos (the "Reporting Persons"), each of whom
is a private investment manager with a business address at 323 Railroad
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Page 6 of 13 Pages
Avenue, Greenwich, Connecticut 06830. The filing of this statement shall not be
deemed to be an admission that any two or more of the Reporting Persons comprise
a "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act
of 1934, as amended. During the last five years, none of the Reporting Persons
has been convicted in a criminal proceeding (excluding traffic violations and
similar misdemeanors) nor has any of the Reporting Persons been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws. Each of the Reporting Persons is a citizen of the
United States.
Item 3. Source and Amount of Funds or Other Consideration.
[Item 3 is hereby amended so that, as amended, it shall read in its
entirety as follows:]
An aggregate of $12,749,421 of the funds of the Managed Accounts (as
hereinafter defined), $6,997 of the personal funds of Mr. McAree and $2,534 of
the personal funds of Mr. Tryforos were used to purchase the shares reported
herein.
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Item 4. Purpose of Transaction.
[Item 4 is hereby amended so that, as amended, it shall read in its
entirety as follows:]
As set forth in Item 5, each of the Reporting Persons beneficially
owns 1,847,800 shares of Common Stock in his capacity as investment manager for
certain managed accounts (the "Managed Accounts"). The Managed Accounts consist
of three private investment limited partnerships of which each of the Reporting
Persons is a general partner and an employee profit-sharing plan of a
corporation of which Mr. Smith is the sole stockholder (for which each of the
Reporting Persons is a trustee). In addition, Mr. McAree owns 1,200 shares of
Common Stock for his own account and Mr. Tryforos owns 396 shares for his own
account (collectively, the "Personal Shares"). Each of the Reporting Persons
has acquired beneficial ownership of the Managed Accounts' Shares for the
purpose of achieving the investment policies of the Managed Accounts; and Mr.
McAree and Mr. Tryforos have acquired their Personal Shares for investment
purposes. Depending upon market conditions, evaluation of alternative
investments, and such other factors as he may consider relevant, each of the
Reporting Persons may purchase or sell shares of Common Stock for the Managed
Accounts or other managed accounts or for his own account if appropriate
opportunities to do so are available, on such terms and at such times as such
Reporting Person considers desirable. Subject to the foregoing, none of the
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Reporting Persons has any present plans or proposals which relate to or would
result in any of the actions or events enumerated in clauses (a) through (j) of
Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
[Item 5 is hereby amended so that, as amended, it shall read in its
entirety as follows:]
(a) The aggregate number and percentage (based upon information
included in the Form 10-K filed by the issuer for the year ended March 31, 1994
that 31,023,619 shares of Common Stock were outstanding as of May 2, 1994) of
shares of Common Stock beneficially owned by each of the Reporting Persons is as
follows: Mr. Smith -- 1,847,800 shares (5.96%); Mr. McAree -- 1,849,000 shares
(5.96%); Mr. Tryforos -- 1,848,196 shares (5.96%). All of such shares are held
in the Managed Accounts, except for the Personal Shares.
(b) Mr. McAree and Mr. Tryforos have sole power to vote or to
direct the vote and sole power to dispose or to direct the disposition with
respect to 1,200 shares and 396 shares, respectively. Each of the Reporting
Persons has shared power to vote or to direct the vote and shared power to
dispose or to direct the disposition of 1,847,800 shares of Common Stock.
(c) During the 60 days preceding the date hereof, the Reporting
Persons sold an aggregate of 15,000 shares of
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Page 9 of 13 Pages
Common Stock on behalf of the Managed Accounts on July 6, 1994 at a price per
share of $27.00 in open market transactions on the New York Stock Exchange.
(d) The Managed Accounts have the right to receive dividends from,
and the proceeds from the sale of, the Managed Accounts' Shares.
(e) Not Applicable.
Item 6 Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Except as otherwise set forth in this statement, there are no
contracts, arrangements, understandings or relationships between any of the
Reporting Persons and any other person with respect to any securities of the
issuer, including any contract, arrangement, understanding or relationship
concerning the transfer or the voting of any securities of the issuer, finder's
fees, joint ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
[Item 7 is hereby amended so that, as amended, it shall read in its
entirety as follows:]
1. Agreement relating to the joint filing of Amendment No. 1 to
Schedule 13D dated February 3, 1992, as required by Rule 13d-1(f).
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Page 10 of 13 Pages
2. Agreement relating to the joint filing of Amendment No. 2 to
Schedule 13D dated March 25, 1992, as required by Rule 13d-1(f).
3. Agreement relating to the joint filing of Amendment No. 3 to
Schedule 13D dated July 11, 1994, as required by Rule 13d-1(f).
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Page 11 of 13 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: July 11 , 1994
/s/ Thomas W. Smith
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Thomas W. Smith
/s/ Edward J. McAree
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Edward J. McAree
/s/ Thomas N. Tryforos
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Thomas N. Tryforos
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Page 12 of 13 Pages
Exhibit Index
Sequentially
Document Numbered Page
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1. Agreement relating to the joint
filing of Statement dated February 3,
1992 as required by Rule 13d-1(f). *
2. Agreement relating to the joint
filing of Amendment No. 2 to
Schedule 13D dated March 25, 1992
as required by Rule 13d-1(f). *
3. Agreement relating to the joint
filing of Amendment No. 3 to
Schedule 13D dated July 11, 1994
as required by Rule 13d-1(f). 13
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*Previously filed
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Page 13 of 13 Pages
Exhibit 3
Joint Filing Agreement
The undersigned agree that the foregoing Amendment No. 3 to Schedule
13D, dated July 11, 1994, is being filed with the Securities and Exchange
Commission on behalf of each of the undersigned pursuant to Rule 13d-1(f).
Dated: July 11, 1994
/s/ Thomas W. Smith
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Thomas W. Smith
/s/ Edward J. McAree
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Edward J. McAree
/s/ Thomas N. Tryforos
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Thomas N. Tryforos
