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Rule 424(b)(3)
Registration No. 333-08113
PROSPECTUS SUPPLEMENT
(To Prospectus dated August 1, 1996, Prospectus
Supplement dated September 5, 1996 and
Prospectus Supplement dated March 17, 1997)
[AIRGAS LOGO]
3,458,065 Shares of Common Stock
On April 16, 1997, the Board of Directors of Airgas declared
a dividend distribution of one preferred stock purchase right (the
"Rights") for each outstanding share of Airgas Common Stock to
stockholders of record at the close of business on April 29, 1997.
Each Right entitles the registered holder to purchase from Airgas
one one-thousandth of a share of Series B Junior Participating
Preferred Stock, par value $.01 per share (the "Series B Preferred
Stock") (or in certain circumstances, cash, property, or other
securities of Airgas), at a purchase price of $100.00, subject to
adjustment (the "Purchase Price"). The description and terms of
the Rights are set forth in a Rights Agreement (the "Rights
Agreement"), dated as of April 1, 1997, between Airgas and The Bank
of New York, N.A., as Rights Agent (the "Rights Agent").
Initially, the Rights will not be exercisable and will be
evidenced by the certificates representing shares of Airgas Common
Stock then outstanding, and no separate Rights Certificates will be
distributed. The Rights will separate from the Common Stock and
become exercisable upon the earlier of (i) ten calendar days
following a public announcement that a person or group of
affiliated or associated persons (an "Acquiring Person") has
acquired beneficial ownership of 15% (or 20% in the case of Peter
McCausland or certain of his affiliates) or more of the outstanding
shares of Airgas Common Stock (the "Stock Acquisition Date") or
(ii) ten business days (or a later date as is determined by the
Board of Directors, or if there has been an Adverse Change of
Control (as defined below), by a majority of the continuing
directors after the commencement of, or first public announcement
of an intention to commence, a tender offer or exchange offer that
would result in a person or group beneficially owning 15% (or 20%,
as the case may be) or more of such outstanding shares of Airgas
Common Stock. The Rights will expire at the close of business on
April 1, 2007, unless earlier redeemed or exchanged by Airgas as
described below.
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In the event that a person becomes an Acquiring Person, each
holder of a Right will thereafter have the right to receive, upon
exercise, shares of Airgas Common Stock (or in certain
circumstances, cash property or other securities of Airgas) having
a value equal to two times the Purchase Price of the Right.
Notwithstanding the foregoing, following the occurrence of such an
event or any other Triggering Event (as defined below), all Rights
that are, or (under certain circumstances specified in the Rights
Agreement) were, beneficially owned by any Acquiring Person will be
null and void.
After the Stock Acquisition Date, in the event that (i) Airgas
consolidates or merges with any other person, and Airgas is not the
surviving corporation, (ii) any person engages in a share exchange,
consolidation or merger with Airgas where the outstanding shares of
Airgas Common Stock are exchanged for securities, cash or property
of the person and Airgas is the surviving corporation or (iii) 50%
or more of the Airgas' assets or earning power is sold or
transferred, proper provision will be made so that each holder of
a Right shall thereafter have the right to receive, upon exercise,
common stock of the acquiring company having a value equal to two
times the Purchase Price of the Right. The events set forth in
this paragraph and the preceding paragraph are referred to as the
"Triggering Events."
The Purchase Price payable, and the number of shares of Airgas
Common Stock or other securities, cash or property issuable, upon
exercise of the Rights are subject to customary adjustment from
time to time to prevent dilution in the event of certain changes in
the shares of Airgas Common Stock.
In general, Airgas may redeem the Rights at a price of $.001 per
Right (subject to adjustment), at any time before the close of
business on the tenth calendar day following the Stock Acquisition
Date. However, if the authorization to redeem the Rights occurs on
or after the date of a change in a majority of the Board of
Directors as a result of a proxy or consent solicitation and a
person who was a participant in such solicitation has stated that
such person has taken or intends to take or become an Acquiring
Person or cause a Triggering Event (the existence of these
circumstances being an "Adverse Change of Control"), then the
redemption of the Rights will require the approval of a majority of
the "continuing directors." Immediately upon the action of the
Board of Directors ordering redemption of the Rights, the Rights
will terminate and the only right of the holders of Rights will be
to receive the $.001 redemption price.
After a person becomes an Acquiring Person (but before such
Acquiring Person owns 50% or more of Airgas' outstanding Airgas
Common Stock), the Board of Directors may exchange the then
outstanding and exercisable Rights (other than those owned by an
Acquiring Person), for shares of Airgas Common Stock.
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The Rights have certain anti-takeover effects. The Rights
will cause substantial dilution to a person or group that attempts
to acquire Airgas without conditioning the offer on a substantial
number of Rights being acquired. Accordingly, the existence of the
Rights may deter certain acquirors from making takeover proposals
or tender offers. However, the Rights help ensure that the Airgas'
stockholders receive fair and equal treatment in the event of any
proposed takeover of Airgas. The execution of the Rights Agreement
by Airgas is not in response to any specific takeover threat or
proposal, but is a precaution taken to protect the rights of
Airgas' stockholders.
On August 1, 1988, the Airgas Board of Directors adopted a
preferred share purchase rights plan (the "1988 Plan") that
entitled Airgas stockholders to purchase from Airgas a unit
consisting of one one-hundredth of a share of Series A Junior
Participating Preferred Shares, or a combination of securities and
assets of equivalent value, at a purchase price of $65.00 per Unit,
subject to adjustment. The 1988 Plan will expire in August 1998.
In view of, among other things, the impending expiration of the
1988 Plan, the Board adopted the new plan. Pending its expiration
in 1998, the Board amended the 1988 Plan to provide that it will
not take effect if the new plan is triggered.
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The date of this Prospectus Supplement is May 23, 1997.
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