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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of
the Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
April 29, 1997
AIRGAS, INC.
_____________________________________________________
(Exact name of registrant as specified in its charter)
Delaware 1-9344 56-0732648
________________ _________________ ______________________
(State of other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification No.)
incorporation)
259 Radnor-Chester Road, Suite 100 Radnor, PA 19087
_______________________________________ __________________
(Address of principal execute officers) (Zip Code)
Registrant's telephone number, including area code: (610) 687-5253
____________
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Item 5. Other Events.
__________
On April 16, 1997, the Board of Directors of Airgas, Inc.
(the "Company") adopted a stockholder rights plan which
contemplates the issuance of preferred stock purchase rights to the
Company's common stockholders of record as of April 29, 1997, as set forth in
the Rights Agreement between the Company and The Bank of New York, as Rights
Agent, attached hereto as Exhibit 4.1 and incorporated by reference herein.
The Board of Directors of the Company further adopted the First Amendment to
Rights Agreement attached hereto as Exhibit 4.2 and incorporated by reference
herein.
Item 7(c). Exhibits.
4.1 Rights Agreement, dated as of April 1, 1997, between
Airgas, Inc. and The Bank of New York, as Rights Agent,
which includes as Exhibit B thereto the Form of Right
certificate, incorporated herein by reference to
Exhibit 1.1 to Airgas, Inc.'s Registration Statement on
Form 8-A, dated April 28, 1997.
4.2 First Amendment to Rights Agreement, dated as of April
1, 1997, between Airgas, Inc. and The Bank of New York,
incorporated herein by reference to Exhibit 1.2 to
Airgas, Inc.'s Registration Statement on Form 8-A, dated
April 28, 1997.
20.1 Press Release of the Company, dated April 17, 1997.
20.2 Form of Letter to the Company's stockholders describing
the Rights, dated April 29, 1997.
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SIGNATURE
___________
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
AIRGAS, INC.
BY: /s/ Thomas C. Deas, Jr.
______________________
Vice President - Finance &
Chief Financial Officer
DATED: April 30, 1997
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For More Information:
James N. Borum
Gordon L. Keen, Jr.
Thomas C. Deas, Jr.
(610) 687-5253
AIRGAS, INC. ADOPTS STOCKHOLDER RIGHTS PLAN
RADNOR, PA, April 17, 1997. Airgas, Inc. (NYSE - ARG) today
announced that the Board of Directors adopted a new stockholder
rights plan. The Company's existing rights plan will expire in
1998.
Pursuant to the new plan, the Board declared a distribution of one
right for each share of common stock which is outstanding on April
29, 1997. Common stock issued after April 29, 1997 will be issued
with an attached right. Each right entitles the holder to purchase
one one-thousandth of a share of preferred stock at an initial
exercise price of $100 per share.
Initially, the rights will be attached to the Company's common
stock and will not be exerciserable. Rights become exercisable
only after 10 days following the acquisition by a person or group
of 15 percent (or 20 percent in the case of Peter McCausland and
certain of his affiliates) or more of the outstanding common stock
or 10 business days (or a later date following such announcement if
determined by the Board of Directors in accordance with the plan)
after the announcement of a tender offer or exchange offer to
acquire 15 percent (or 20 percent in the case of Peter McCausland
and certain of this affiliates) or more of the outstanding common
stock.
If such a person or group acquires 15 percent or more (or 20
percent or more, as the case may be) of the common stock, each
right (other than such person's or group's rights, which will
become void) will entitle the holder to purchase, at the exercise
price, common stock having a market value equal to twice the
exercise price. The rights will have a similar effect if after
they become exercisable the Company merges or effects certain other
transactions.
In certain circumstances, the rights may be redeemed by the Company
at an initial redemption price of $.001 per right. If not
redeemed, they will expire on April 1, 2007.
A summary of the rights plan will be provided to Airgas
stockholders shortly after the record date. Pending its expiration
in 1998, the old stockholder rights plan will be amended to provide
that it will not take effect if the new plan is triggered.
Airgas, Inc. is the largest distributor of industrial, medical and
specialty gases and related equipment in North America with annual
sales in excess of $1.2 billion. Its distributor network includes
over 600 locations in 41 states, Mexico and Canada. Airgas can be
visited via the Internet at http://www.Airgas.com.
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[LETTERHEAD OF AIRGAS, INC.]
April 29, 1997
Dear Fellow Stockholders:
Your Board of Directors has announced the adoption of a
new Stock Purchase Rights Plan (the "Plan"). I am enclosing a
document called "Summary of Rights to Purchase Preferred Stock,"
which provides certain information about the Plan, and I urge you
to read it carefully. This letter explains some of the Board's
reasons for adopting the Plan.
As you may be aware, the Company adopted in August 1988
a Stock Purchase Rights Plan (the "1988 Plan") which will expire
in August 1998. In view of, among other things, the impending
expiration of the 1988 Plan, the Board of Directors has
determined to adopt the Plan, which like the 1988 Plan is
intended to assure that all of the Company's stockholders receive
fair and equal treatment in the event of any proposed takeover of
the Company and to protect stockholders' interests in the event
the Company is confronted with partial tender offers or other
coercive or unfair takeover tactics. Instead of redeeming the
rights issued under the 1988 Plan at a cost of approximately
$170,000, the Board has amended the 1988 Plan during its
remaining term so as to prevent it from having any effect when
and if the new Plan is triggered.
Because I believe it is important that we communicate
the purpose of this Plan and its effect on you as stockholders as
clearly as possible, I am outlining below the primary elements of
the Plan:
The Plan provides for a dividend of Rights which
initially enables the stockholders to purchase shares of a newly
authorized series of the Company's Preferred Stock. Each
stockholder of record as of April 29, 1997 will receive one Right
for each share of the Company's Common Stock owned.
The Rights cannot be exercised until one of the
following events occurs:
- An individual or group acquires 15% (20% in the case of
Peter McCausland or certain of his affiliates) or more
of the Company's Common Stock (an "Acquiring Person"),
or
- An individual or group begins a tender offer for 15%
(20% in the case of Peter McCausland or certain of his
affiliates) or more of the Company's Common Stock.
Shortly after one or more of these events occurs, the
Company will send each stockholder a separate Right certificate.
The stockholder may then sell this Right or transfer it
independent of the share of Common Stock with which it was
previously associated.
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If a person or group becomes an Acquiring Person, each
Right will entitle its holder (other than such person or group)
to purchase, for the exercise price in effect under the Plan, a
number of shares of the Company's Common Stock having a market
value of twice such price.
In addition, if the Company is acquired in a merger or
other business combination, each Right will entitle its holder
(other than the acquiror) to purchase, for the exercise price in
effect under the Plan, a number of shares of the acquiror's
Common Stock having a market value of twice such price.
The Rights can be redeemed by the Company at a price of
$.001 per Right up to ten days after the public announcement that
someone has become an Acquiring Person. If, however, there has
been a change in a majority of the Board as a result of a proxy
contest, and a person who was a participant in the contest has
indicated an intention to become (or the Board determines that
such person intends to become) an Acquiring Person, then the
redemption of the Rights will require the approval of a majority
of the Continuing Directors of the Company. A "Continuing
Director" is a member of the Board of Directors of the Company
who is neither an Acquiring Person nor affiliated with an
Acquiring Person and was either a member of the Board prior to
the distribution of the Rights or subsequently became a member of
the Board through recommendation or approval by a majority of the
Continuing Directors. If the Rights are not redeemed by the
Company, they will expire on April 1, 2007.
The Plan is not intended, nor will it operate, to prevent an
acquisition of the Company if the terms are favorable and fair to
all stockholders. The Plan is designed to deal with the very
serious problem of unilateral actions by hostile acquirors that
are calculated to deprive your Board of the ability to determine
the destiny of the Company. The declaration of the Rights
dividend should not affect any prospective offer at a fair price
to all stockholders and certainly will not interfere with a
merger or other business combination approved by your Board of
Directors.
One overriding objective of the adoption of this Plan is to
see that the excellent progress we have made in building value
for our stockholders continues. While we are pleased with the
progress we have made, there is still much to accomplish. The
Board believes that adoption of the Plan will permit the Company
to continue to implement the strategies responsible for the
progress made to date.
Sincerely,
/s/ Peter McCausland
Peter McCausland
Chairman and Chief Executive
Officer
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