UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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AIRGAS, INC.
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(Name of Registrant as Specified In Its Charter)
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[Form of Letter to be sent to certain stockholders of
Airgas, Inc. over Roger Millay's signature]
July 10, 2002
Portfolio Manager Name
Institution
Address
City, State Zip
Dear [First Name]:
[Institution] is a significant investor in Airgas, Inc. and
we appreciate your support. Enclosed for your review is our
2002 Annual Report and the Proxy Statement for our Annual
Meeting of Stockholders scheduled for Wednesday, July 31,
2002.
On behalf of Peter McCausland and the Airgas Board of
Directors, I am asking for your support this proxy season.
Given the increased scrutiny of proposals to shareholders,
particularly those that are compensation-related, I am
writing to our most significant investors to request support
of proposal #2, an amendment to the 1997 Stock Option Plan.
Under this proposal, the number of shares of Common Stock
reserved for issuance upon the exercise of Options and
Restricted Stock Awards granted under the 1997 Stock Option
Plan would increase from 8.0 million to 11.2 million. The
increase of 3.2 million shares anticipates the reasonable
needs of the Company for grants of stock options in the near
future. The Board believes that the amount of the increase
is appropriate and recommends a vote in favor of this
proposal. We are pleased that Institutional Shareholder
Services has also recommended a vote in favor of proposal #2.
Airgas and its Board of Directors believes that the granting
of stock options has been integral to the success of our
growth strategy, which has driven nearly 20% average annual
shareholder returns since the company went public in 1986.
It provides a significant incentive to employees to enter
into employment with, or remain employees of, the Company
and to devote themselves to the Company's success. I would
like to draw your attention to the following key points
about the Airgas Stock Option Plan and the importance of the
amendment:
o Stock options granted under the plan have been broadly
distributed. All employees and independent contractors of
Airgas are eligible. Nearly 1,000 employees currently hold
options. We intend to continue this strategy in the future.
o As of 3/31/02, 99% of the employee participants under the
1997 Plan were non-executive officers.
o The stock options are granted at market value.
o Airgas has never re-priced stock options, even when the
stock price dropped significantly, keeping employees aligned
with the goals of the corporation.
o Airgas has granted stock options responsibly. Over the past
10 years the dilution impact has been an average of less than
2% per year.
o Airgas, unlike some of its peers, does not offer a pension plan,
thereby making stock options an essential part of executive and
non-executive compensation.
Airgas was built on a foundation of entrepreneurial spirit and the
success of the Company is driven by the commitment of its employees.
We request your support and urge you to vote in favor of this amendment.
Please feel free to call me at (610) 902-6230 or Melissa Nigro, our
Investor Relations Manager, at (610) 902-6206 with any questions or
comments. On behalf of the Board of Directors and management of
Airgas, Inc., thank you for your continued interest and support.
Sincerely,
/s/Roger F. Millay