Page 1 of 11 Pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*(1)
AIRGAS, INC.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
009363 10 2
(CUSIP Number)
Copy To:
Thomas W. Smith Jeffrey N. Ostrager
323 Railroad Avenue Curtis, Mallet-Prevost, Colt & Mosle
Greenwich, CT 06830 101 Park Avenue
(203) 661-1200 New York, NY 10178
(212) 696-6000
(Name, Address and Telephone Number of Persons Authorized to Receive Notices
and Commnications)
June 3, 1998
(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 [ ].
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule13d-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 the
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).
1 See Preliminary Note
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Page 2 of 11 Pages
CUSIP No. 009363 10 2
- - --------------------------------------------------------------------------------
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
35,950
NUMBER OF ----------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 3,406,695
----------------------------------------------------
OWNED BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 35,950
----------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 3,406,695
- - --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,442,645
- - --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- - --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.89%
- - --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- - --------------------------------------------------------------------------------
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Page 3 of 11 Pages
CUSIP No. 009363 10 2
- - --------------------------------------------------------------------------------
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(e) OR 2(e) [ ]
- - --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- - --------------------------------------------------------------------------------
7 SOLE VOTING POWER
5,358
----------------------------------------------------
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 3,406,695
----------------------------------------------------
OWNED BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 5,358
----------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 3,406,695
- - --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,412,053
- - --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- - --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.85%
- - --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- - --------------------------------------------------------------------------------
<PAGE>
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Preliminary Note
This Statement constitutes Amendment No. 4 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, Amendment No. 2 filed on March 27, 1992 and Amendment No. 3
filed on July 13, 1994. This Statement also constitutes Amendment No. 3 to the
Schedule 13D filed by Mr. Thomas N. Tryforos on February 5, 1992, as amended by
Amendment No. 1 filed on March 27, 1992 and Amendment No. 2 filed on July 13,
1994.
Items 1, 2, 3, 4 ,5 and 7 are hereby amended as set forth
below.
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 259 Radnor-Chester Road, Suite 100, Radnor, PA
19087-5240.
Item 2. Identity and Background.
[Item 2 is hereby amended so that, as amended, it shall read in its
entirety as follows:]
(a) - (f) This statement is filed jointly by Thomas W. Smith and Thomas N.
Tryforos (the"Reporting Persons"), each of whom is a private investment manager
with a business address at 323 Railroad Avenue, Greenwich, Connecticut 06830.
The filing of this statement shall not be deemed to be an admission that the
Reporting Persons comprise a "group" within the meaning of Section 13(d)(3) of
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Page 5 of 11 Pages
the Securities Exchange Act of 1934, as amended. During the last five years,
neither of the Reporting Persons has been convicted in a criminal proceeding
(excluding traffic violations and similar misdemeanors) nor has either 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 $11,021,665 of the funds of the Managed Accounts (as
hereinafter defined) and $42,962 of the personal funds of Mr. Tryforos were used
to purchase the shares reported herein.
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
3,406,695 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, an employee profit-sharing plan of a corporation
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Page 6 of 11 Pages
of which Mr. Smith is the sole stockholder (for which the two Reporting Persons
are trustees), a private investment general partnership for which Mr. Smith is
general partner, a private charitable foundation established by Mr. Smith, and
trusts or accounts for the benefit of certain family members of Messrs. Smith
and Tryforos. In addition, Mr. Tryforos owns 4,200 shares for his own account (
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; Mr. Tryforos has acquired his
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,
neither of the 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-Q filed by the issuer for the quarter ended December 31, 1997 that
70,394,728 shares of Common Stock were outstanding as of January 30, 1998) of
shares of Common Stock beneficially owned by each of the Reporting Persons is as
follows:
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Mr. Smith -- 3,442,645 shares (4.89%); Mr. Tryforos -- 3,412,053 (4.85%).
All of such shares are held in the Managed Accounts, except for the Personal
Shares.
(b) Mr. Smith 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
35,950 shares and 5,358 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 3,406,695 shares of Common Stock.
(c) During the 60 days preceding the date hereof, the
Reporting Persons purchased an aggregate of 330 shares and sold an aggregate of
150,000 shares of Common Stock in open market transactions on the New York Stock
Exchange as follows:
<TABLE>
<CAPTION>
Number of Shares
Date of Purchase Purchased Price Per Share
<S> <C> <C>
4/30/98 330 $15.1875
Number of Shares
Date of Sale Sold Price Per Share
6/2/98 47,000 $15.2699
6/3/98 103,000 15.0557
</TABLE>
(d) The Managed Accounts have the right to receive dividends from, and the
proceeds from the sale of, the Managed Accounts' Shares.
(e) The Reporting Persons ceased to beneficially own more than five percent
of the Common Stock on June 3, 1998.
<PAGE>
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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 Statement on Amendment No. 1
to Schedule 13D 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).
4. Agreement relating to the joint filing of Amendment No. 4 to Schedule
13D dated June 17, 1998, as required by Rule 13d-1(f).
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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: June 17, 1998
/s/ Thomas W. Smith
----------------------
Thomas W. Smith
/s/ Thomas N. Tryforos
----------------------
Thomas N. Tryforos
<PAGE>
Page 10 of 11 Pages
Exhibit Index
Sequentially
Document Numbered Page
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).
4. Agreement relating to the joint filing 11
of Amendment No. 4 to Schedule 13D
dated June 17, 1998, as required by
Rule 13d-1(f).
- - -------------------------
*Previously filed
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Exhibit 4
Joint Filing Agreement
The undersigned agree that the foregoing Amendment No. 4 to
Schedule 13D, dated June 17, 1998, is being filed with the Securities and
Exchange Commission on behalf of each of the undersigned pursuant to Rule
13d-1(f).
Dated: June 17, 1998
/s/ Thomas W. Smith
----------------------
Thomas W. Smith
/s/ Thomas N. Tryforos
----------------------
Thomas N. Tryforos
