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Rule 424(b)(3)
Registration No. 33-61301
PROSPECTUS SUPPLEMENT
(To Prospectus dated August 10, 1995)
[AIRGAS LOGO]
104,500 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.
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.
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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.
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.
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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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