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. 4)
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. 4 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 4. | THE SOLICITATION OR RECOMMENDATION |
Item 4 of the Statement is hereby amended and supplemented by inserting the following paragraphs after the last paragraph in the section of the Statement entitled “Background of the Offer”:
On March 12, 2010, Mr. Lee M. Thomas, Chairman of the Governance and Compensation Committee of the Airgas Board of Directors received a letter from Mr. John McGlade, Chairman, Chief Executive Officer and President of Air Products. The full text of this letter is set forth as Exhibit (a)(13) and is incorporated by reference herein.
On March 15, 2010, Mr. Thomas responded to Mr. McGlade’s letter on behalf of the Board of Directors. The full text of this letter is set forth as Exhibit (a)(14) and is incorporated by reference herein.
| ITEM 9. | EXHIBITS |
Item 9 is hereby amended and supplemented by adding the following exhibits.
| Exhibit |
Description | |
| (a)(13) | Letter from Mr. John McGlade to Mr. Lee M. Thomas, dated March 11, 2010. | |
| (a)(14) | Letter from Mr. Lee M. Thomas to Mr. John McGlade, dated March 15, 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: March 15, 2010
EXHIBIT INDEX
| Exhibit |
Description | |
| (a)(13) | Letter from Mr. John McGlade to Mr. Lee M. Thomas, dated March 11, 2010. | |
| (a)(14) | Letter from Mr. Lee M. Thomas to Mr. John McGlade, dated March 15, 2010. | |