UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION
STATEMENT UNDER SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 7)
AIRGAS, INC.
(Name of Subject Company)
AIRGAS, INC.
(Name of Person Filing Statement)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
009363102
(CUSIP Number of Class of Securities)
Robert H. Young, Jr.
Senior Vice President, General Counsel and Secretary
Airgas, Inc.
259 North Radnor-Chester Rd.
Radnor, PA 19087-5283
(610) 687-5253
(Name, address and telephone numbers of person authorized to receive notices and
communications on behalf of the persons filing statement)
With copies to:
Daniel A. Neff, Esq.
David A. Katz, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
(212) 403-1000
| ¨ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
This Amendment No. 7 to Schedule 14D-9 amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 (as amended from time to time, the “Statement”) originally filed by Airgas, Inc., a Delaware corporation (“Airgas” or the “Company”), with the Securities and Exchange Commission on February 22, 2010, relating to the tender offer by Air Products Distribution, Inc. (“AP Sub”), a Delaware corporation and wholly owned subsidiary of Air Products and Chemicals, Inc. (“Air Products”), to purchase all of the outstanding shares of Airgas’ Common Stock, par value $0.01 per share, including the associated rights to purchase shares of Series C Junior Participating Preferred Stock (“Rights,” and together with the Airgas Common Stock, the “Airgas Common Shares”), at a price of $60.00 per share, net to the seller in cash, without interest and less any required withholding taxes. Except as specifically noted herein, the information set forth in the Statement remains unchanged.
| ITEM 6. | INTEREST IN SECURITIES OF THE SUBJECT COMPANY |
Item 6 is amended to delete the words “, to Airgas’ knowledge after making reasonable inquiry, ” from the first sentence thereof, to replace the words “during the past 60 days” in the first sentence thereof with the words “since December 24, 2009”, and to add the transactions below to the table therein:
| Name of Person |
Transaction Date |
Number of Shares |
Price Per Share ($) |
Nature of Transaction | ||||
| Robert M. McLaughlin |
April 20, 2010 | 4.42 | 63.89 | Purchase of Airgas Common Shares under the Company’s 401(k) plan | ||||
| Robert M. McLaughlin |
April 20, 2010 | 1.26 | 63.89 | Company matching contribution in Airgas Common Shares under the Company’s 401(k) plan | ||||
| Thomas Smyth |
April 20, 2010 | 1.95 | 63.89 | Purchase of Airgas Common Shares under the Company’s 401(k) plan | ||||
| Thomas Smyth |
April 20, 2010 | 0.56 | 63.89 | Company matching contribution in Airgas Common Shares under the Company’s 401(k) plan | ||||
| Dwight T. Wilson |
April 20, 2010 | 1.42 | 63.89 | Purchase of Airgas Common Shares under the Company’s 401(k) plan | ||||
| Dwight T. Wilson |
April 20, 2010 | 0.71 | 63.89 | Company matching contribution in Airgas Common Shares under the Company’s 401(k) plan | ||||
| Robert M. McLaughlin |
April 12, 2010 | 4.41 | 64.01 | Purchase of Airgas Common Shares under the Company’s 401(k) plan | ||||
| Robert M. McLaughlin |
April 12, 2010 | 1.26 | 64.01 | Company matching contribution in Airgas Common Shares under the Company’s 401(k) plan | ||||
| Thomas Smyth |
April 12, 2010 | 1.94 | 64.01 | Purchase of Airgas Common Shares under the Company’s 401(k) plan | ||||
| Thomas Smyth |
April 12, 2010 | 0.56 | 64.01 | Company matching contribution in Airgas Common Shares under the Company’s 401(k) plan | ||||
| Dwight T. Wilson |
April 12, 2010 | 1.41 | 64.01 | Purchase of Airgas Common Shares under the Company’s 401(k) plan | ||||
| Dwight T. Wilson |
April 12, 2010 | 0.71 | 64.01 | Company matching contribution in Airgas Common Shares under the Company’s 401(k) plan | ||||
| Les Graff |
April 1, 2010 | 113.63 | 29.29 | Purchase of Airgas Common Shares under the Company’s Employee Stock Purchase Plan | ||||
| Max D. Hooper |
April 1, 2010 | 144.25 | 29.29 | Purchase of Airgas Common Shares under the Company’s Employee Stock Purchase Plan | ||||
| Robert M. McLaughlin |
April 1, 2010 | 165.37 | 29.29 | Purchase of Airgas Common Shares under the Company’s Employee Stock Purchase Plan | ||||
| Michael L. Molinini |
April 1, 2010 | 209.62 | 29.29 | Purchase of Airgas Common Shares under the Company’s Employee Stock Purchase Plan | ||||
| Shaun B. Powers |
April 1, 2010 | 234.57 | 29.29 | Purchase of Airgas Common Shares under the Company’s Employee Stock Purchase Plan |
| Name of Person |
Transaction Date |
Number of Shares |
Price Per Share ($) |
Nature of Transaction | ||||
| Thomas Smyth |
April 1, 2010 | 127.38 | 29.29 | Purchase of Airgas Common Shares under the Company’s Employee Stock Purchase Plan | ||||
| Dwight T. Wilson |
April 1, 2010 | 92.73 | 29.29 | Purchase of Airgas Common Shares under the Company’s Employee Stock Purchase Plan | ||||
| Robert H. Young, Jr. |
April 1, 2010 | 45.94 | 29.29 | Purchase of Airgas Common Shares under the Company’s Employee Stock Purchase Plan | ||||
| Les Graff |
March 31, 2010 | 13.60 | 63.62 | Purchase of Airgas Common Shares pursuant to automatic dividend reinvestment under the Company’s 401(k) plan | ||||
| Max D. Hooper |
March 31, 2010 | 14.45 | 63.62 | Purchase of Airgas Common Shares pursuant to automatic dividend reinvestment under the Company’s 401(k) plan | ||||
| Peter McCausland |
March 31, 2010 | 149.70 | 63.62 | Purchase of Airgas Common Shares pursuant to automatic dividend reinvestment under the Company’s 401(k) plan | ||||
| Robert M. McLaughlin |
March 31, 2010 | 0.64 | 63.62 | Purchase of Airgas Common Shares pursuant to automatic dividend reinvestment under the Company’s 401(k) plan | ||||
| Thomas Smyth |
March 31, 2010 | 3.08 | 63.62 | Purchase of Airgas Common Shares pursuant to automatic dividend reinvestment under the Company’s 401(k) plan | ||||
| Dwight T. Wilson |
March 31, 2010 | 18.85 | 63.62 | Purchase of Airgas Common Shares pursuant to automatic dividend reinvestment under the Company’s 401(k) plan | ||||
| Paula A. Sneed |
March 31, 2010 | 7.99 | N/A | Award of Phantom Stock pursuant to Airgas’ deferred compensation plan as a result of reinvestment under the plan of dividends declared and paid with respect to Airgas Common Shares underlying the Phantom Stock | ||||
| Peter McCausland |
March 24, 2010 | 21.57 | 63.75 | Purchase of Airgas Common Shares under the Company’s 401(k) plan | ||||
| Peter McCausland |
March 24, 2010 | 10.78 | 63.75 | Company matching contribution in Airgas Common Shares under the Company’s 401(k) plan | ||||
| Robert M. McLaughlin |
March 24, 2010 | 4.43 | 63.75 | Purchase of Airgas Common Shares under the Company’s 401(k) plan | ||||
| Robert M. McLaughlin |
March 24, 2010 | 1.27 | 63.75 | Company matching contribution in Airgas Common Shares under the Company’s 401(k) plan | ||||
| Thomas Smyth |
March 24, 2010 | 1.95 | 63.75 | Purchase of Airgas Common Shares under the Company’s 401(k) plan | ||||
| Thomas Smyth |
March 24, 2010 | 0.56 | 63.75 | Company matching contribution in Airgas Common Shares under the Company’s 401(k) plan | ||||
| Dwight T. Wilson |
March 24, 2010 | 1.42 | 63.75 | Purchase of Airgas Common Shares under the Company’s 401(k) plan | ||||
| Dwight T. Wilson |
March 24, 2010 | 0.71 | 63.75 | Company matching contribution in Airgas Common Shares under the Company’s 401(k) plan | ||||
| Peter McCausland |
March 8, 2010 | 79.60 | 64.78 | Purchase of Airgas Common Shares under the Company’s 401(k) plan | ||||
| Peter McCausland |
March 8, 2010 | 10.61 | 64.78 | Company matching contribution in Airgas Common Shares under the Company’s 401(k) plan | ||||
| Robert M. McLaughlin |
March 8, 2010 | 4.36 | 64.78 | Purchase of Airgas Common Shares under the Company’s 401(k) plan | ||||
| Robert M. McLaughlin |
March 8, 2010 | 1.25 | 64.78 | Company matching contribution in Airgas Common Shares under the Company’s 401(k) plan |
| Name of Person |
Transaction Date |
Number of Shares |
Price Per Share ($) |
Nature of Transaction | ||||
| Thomas Smyth |
March 8, 2010 | 1.92 | 64.78 | Purchase of Airgas Common Shares under the Company’s 401(k) plan | ||||
| Thomas Smyth |
March 8, 2010 | 0.55 | 64.78 | Company matching contribution in Airgas Common Shares under the Company’s 401(k) plan | ||||
| Dwight T. Wilson |
March 8, 2010 | 1.40 | 64.78 | Purchase of Airgas Common Shares under the Company’s 401(k) plan | ||||
| Dwight T. Wilson |
March 8, 2010 | 0.70 | 64.78 | Company matching contribution in Airgas Common Shares under the Company’s 401(k) plan | ||||
| Peter McCausland |
February 23, 2010 | 81.37 | 63.37 | Purchase of Airgas Common Shares under the Company’s 401(k) plan | ||||
| Peter McCausland |
February 23, 2010 | 10.85 | 63.37 | Company matching contribution in Airgas Common Shares under the Company’s 401(k) plan | ||||
| Robert M. McLaughlin |
February 23, 2010 | 4.46 | 63.37 | Purchase of Airgas Common Shares under the Company’s 401(k) plan | ||||
| Robert M. McLaughlin |
February 23, 2010 | 1.27 | 63.37 | Company matching contribution in Airgas Common Shares under the Company’s 401(k) plan | ||||
| Thomas Smyth |
February 23, 2010 | 1.96 | 63.37 | Purchase of Airgas Common Shares under the Company’s 401(k) plan | ||||
| Thomas Smyth |
February 23, 2010 | 0.56 | 63.37 | Company matching contribution in Airgas Common Shares under the Company’s 401(k) plan | ||||
| Dwight T. Wilson |
February 23, 2010 | 1.43 | 63.37 | Purchase of Airgas Common Shares under the Company’s 401(k) plan | ||||
| Dwight T. Wilson |
February 23, 2010 | 0.71 | 63.37 | Company matching contribution in Airgas Common Shares under the Company’s 401(k) plan | ||||
| Peter McCausland |
February 9, 2010 | 84.05 | 61.35 | Purchase of Airgas Common Shares under the Company’s 401(k) plan | ||||
| Peter McCausland |
February 9, 2010 | 11.21 | 61.35 | Company matching contribution in Airgas Common Shares under the Company’s 401(k) plan | ||||
| Robert M. McLaughlin |
February 9, 2010 | 4.61 | 61.35 | Purchase of Airgas Common Shares under the Company’s 401(k) plan | ||||
| Robert M. McLaughlin |
February 9, 2010 | 1.32 | 61.35 | Company matching contribution in Airgas Common Shares under the Company’s 401(k) plan | ||||
| Thomas Smyth |
February 9, 2010 | 2.03 | 61.35 | Purchase of Airgas Common Shares under the Company’s 401(k) plan | ||||
| Thomas Smyth |
February 9, 2010 | 0.58 | 61.35 | Company matching contribution in Airgas Common Shares under the Company’s 401(k) plan | ||||
| Dwight T. Wilson |
February 9, 2010 | 1.48 | 61.35 | Purchase of Airgas Common Shares under the Company’s 401(k) plan | ||||
| Dwight T. Wilson |
February 9, 2010 | 0.74 | 61.35 | Company matching contribution in Airgas Common Shares under the Company’s 401(k) plan | ||||
| Peter McCausland |
February 2, 2010 | 4,085 | N/A | Gifts of Airgas Common Shares | ||||
| Peter McCausland |
February 1, 2010 | 450 | N/A | Gifts of Airgas Common Shares | ||||
| Peter McCausland |
January 20, 2010 | 105.25 | 48.99 | Purchase of Airgas Common Shares under the Company’s 401(k) plan | ||||
| Peter McCausland |
January 20, 2010 | 14.03 | 48.99 | Company matching contribution in Airgas Common Shares under the Company’s 401(k) plan | ||||
| Robert M. McLaughlin |
January 20, 2010 | 5.77 | 48.99 | Purchase of Airgas Common Shares under the Company’s 401(k) plan | ||||
| Robert M. McLaughlin |
January 20, 2010 | 1.65 | 48.99 | Company matching contribution in Airgas Common Shares under the Company’s 401(k) plan |
| Name of Person |
Transaction Date |
Number of Shares |
Price Per Share ($) |
Nature of Transaction | ||||
| Thomas Smyth |
January 20, 2010 | 2.54 | 48.99 | Purchase of Airgas Common Shares under the Company’s 401(k) plan | ||||
| Thomas Smyth |
January 20, 2010 | 0.73 | 48.99 | Company matching contribution in Airgas Common Shares under the Company’s 401(k) plan | ||||
| Dwight T. Wilson |
January 20, 2010 | 1.85 | 48.99 | Purchase of Airgas Common Shares under the Company’s 401(k) plan | ||||
| Dwight T. Wilson |
January 20, 2010 | 0.93 | 48.99 | Company matching contribution in Airgas Common Shares under the Company’s 401(k) plan | ||||
| Dwight T. Wilson |
January 6, 2010 | 1.88 | 48.24 | Purchase of Airgas Common Shares under the Company’s 401(k) plan | ||||
| Dwight T. Wilson |
January 6, 2010 | 0.94 | 48.24 | Company matching contribution in Airgas Common Shares under the Company’s 401(k) plan | ||||
| Thomas Smyth |
January 6, 2010 | 2.58 | 48.24 | Purchase of Airgas Common Shares under the Company’s 401(k) plan | ||||
| Thomas Smyth |
January 6, 2010 | 0.74 | 48.24 | Company matching contribution in Airgas Common Shares under the Company’s 401(k) plan | ||||
| Les Graff |
January 1, 2010 | 113.63 | 29.29 | Purchase of Airgas Common Shares under the Company’s Employee Stock Purchase Plan | ||||
| Max D. Hooper |
January 1, 2010 | 144.25 | 29.29 | Purchase of Airgas Common Shares under the Company’s Employee Stock Purchase Plan | ||||
| Robert M. McLaughlin |
January 1, 2010 | 165.37 | 29.29 | Purchase of Airgas Common Shares under the Company’s Employee Stock Purchase Plan | ||||
| Michael L. Molinini |
January 1, 2010 | 209.62 | 29.29 | Purchase of Airgas Common Shares under the Company’s Employee Stock Purchase Plan | ||||
| Shaun B. Powers |
January 1, 2010 | 234.57 | 29.29 | Purchase of Airgas Common Shares under the Company’s Employee Stock Purchase Plan | ||||
| Thomas Smyth |
January 1, 2010 | 127.38 | 29.29 | Purchase of Airgas Common Shares under the Company’s Employee Stock Purchase Plan | ||||
| Dwight T. Wilson |
January 1, 2010 | 92.73 | 29.29 | Purchase of Airgas Common Shares under the Company’s Employee Stock Purchase Plan | ||||
| Robert H. Young, Jr. |
January 1, 2010 | 45.94 | 29.29 | Purchase of Airgas Common Shares under the Company’s Employee Stock Purchase Plan | ||||
| Les Graff |
December 31, 2009 | 14.21 | 47.60 | Purchase of Airgas Common Shares pursuant to automatic dividend reinvestment under the Company’s 401(k) plan | ||||
| Max D. Hooper |
December 31, 2009 | 15.09 | 47.60 | Purchase of Airgas Common Shares pursuant to automatic dividend reinvestment under the Company’s 401(k) plan | ||||
| Peter McCausland |
December 31, 2009 | 154.97 | 47.60 | Purchase of Airgas Common Shares pursuant to automatic dividend reinvestment under the Company’s 401(k) plan | ||||
| Robert M. McLaughlin |
December 31, 2009 | 0.56 | 47.60 | Purchase of Airgas Common Shares pursuant to automatic dividend reinvestment under the Company’s 401(k) plan | ||||
| Thomas Smyth |
December 31, 2009 | 3.17 | 47.60 | Purchase of Airgas Common Shares pursuant to automatic dividend reinvestment under the Company’s 401(k) plan | ||||
| Dwight T. Wilson |
December 31, 2009 | 19.65 | 47.60 | Purchase of Airgas Common Shares pursuant to automatic dividend reinvestment under the Company’s 401(k) plan |
| ITEM 9. | EXHIBITS |
Item 9 is hereby amended and supplemented by adding the following exhibit.
| Exhibit |
Description | |
| (a)(17) | Notice to Certain Participants of Airgas, Inc. 401(k) Plan, mailed April 23, 2010. | |
SIGNATURE
After due 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.
| AIRGAS, INC. | ||
| By: | /s/ Robert H. Young, Jr. | |
| Name: | Robert H. Young, Jr. | |
| Title: | Senior Vice President and General Counsel | |
Dated: April 23, 2010
EXHIBIT INDEX
| Exhibit |
Description | |
| (a)(17) | Notice to Certain Participants of Airgas, Inc. 401(k) Plan, mailed April 23, 2010. | |