Wynnefield Capital Management LLC – ‘PX14A6G’ on 6/27/01 re: Airgas Inc

On:  Wednesday, 6/27/01, at 4:40pm ET   ·   Accession #:  911420-1-500028   ·   File #:  1-09344

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Notice of an Exempt Proxy Solicitation   —   Rule 14a-6(g)
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PX14A6G     Notice of Exempt Solicitation                          3     13K 

PX14A6G
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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 NOTICE OF EXEMPT SOLICITATION

Name of the Registrant:  Airgas, Inc.                                           

Name of person relying on exemption: Wynnefield Capital Management, LLC         

Address of person relying on exemption:  450 Seventh Avenue, Suite 509, New     
York, NY 10123                                                                  

Written Materials.  See attached letter of Wynnefield Capital Management,       
LLC dated June 25, 2001, submitted pursuant to Rule 14a-6(g)(1).                

 RESTORE AIRGAS' SHAREHOLDER VALUE

WYNNEFIELD CAPITAL MANAGEMENT, LLC
 450 SEVENTH AVENUE, SUITE 509
NEW YORK, NY 10123
(212) 760 - 0814

                           JUNE 25, 2001

DEAR FELLOW AIRGAS, INC. SHAREHOLDER:                                           

 Wynnefield Capital Management and the affiliated funds that we manage
(collectively, "Wynnefield") have owned a significant position in Airgas, Inc.  
("Airgas" or the "Company") for over five years. We have submitted a shareholder
proposal in the name of one of our funds, Wynnefield Partners Small Cap Value,  
L.P., for your approval at this year's Annual Meeting of the Company's          
shareholders. The proposal requests the Airgas Board of Directors to establish  
and authorize a committee of independent, non-employee directors to work with   
the Company's management and to engage outside                                  

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professional advisors, as necessary, to identify and develop strategic          
alternatives to maximize current shareholder value.                             

      Airgas, in its public filing on May 7, 2001, stated that it had previously
formed a special Board committee to review the Company's strategic direction and
that the committee concluded that the best course of action was to continue     
implementation of management's business plan. We believe that any committee     
examining strategic directions must take a far more independent and proactive   
approach. We believe that an independent committee, together with the Company's 
outside financial advisors, should be actively soliciting, in a public and      
formal process, expressions of interest and proposals for a business combination
or sale transaction with a suitable buyer which may well yield a significant    
premium for Airgas' shareholders.                                               

OUR PROPOSAL WILL BE INCLUDED IN THE COMPANY'S PROXY MATERIALS
WHICH YOU SHOULD READ CAREFULLY AND IN ITS ENTIRETY WHEN THE
 COMPANY MAKES SUCH MATERIALS AND INFORMATION AVAILABLE TO YOU. WE
 URGE YOU TO VOTE "FOR" OUR PROPOSAL INCLUDED IN THE COMPANY'S PROXY
MATERIALS.

WHY IS OUR PROPOSAL NECESSARY?

      Wynnefield has been an Airgas shareholder for over five years and has lost
confidence in the ability of the current Board and management to lead Airgas to 
fulfill its potential in the current business environment and to maximize       
shareholder value. While Airgas' original business plan of leasing packaged gas 
cylinders to customers and buying and integrating smaller core competitors was  
initially successful, we believe Airgas' diversification initiatives over the   
last five years have impaired the Company's balance sheet and have seriously    
eroded shareholder return on investment. The 1998 initiative to improve         
profitability - - "Repositioning Airgas for Growth" - - was unable to reverse   
earnings deterioration. While the latest profitability initiative - - "Airgas   
One" - - seems attractive on the surface, do you really want to bet that "this  
time will be different?" We strongly believe the Company's shareholders could be
better served if Airgas combined with or agreed to be acquired by a larger,     
economically stronger industry participant. WE BELIEVE THE MOST RISKY COURSE OF 
ACTION THE COMPANY CAN TAKE IS TO TAKE NO ACTION AT ALL AND TO REMAIN           
INDEPENDENT WITHOUT CONSIDERING ALL AVAILABLE ALTERNATIVES.                     

Of course we do not want the Company to rush out and conduct a "fire
sale." Our proposal simply requests the Company to seek outside advice from     
independent financial advisors in an open and transparent process that would    
enable an independent committee of the Board to take a fresh look at ALL        
strategic alternatives available in the market place. We do not believe that    
this process has taken place to date. WE BELIEVE THE ENGAGEMENT OF A NATIONALLY 
RECOGNIZED INVESTMENT BANKING FIRM WITH A SUCCESSFUL TRACK RECORD IN SIMILAR    
TRANSACTIONS AND WITH A SPECIFIC MANDATE TO IDENTIFY AND PURSUE WITH MANAGEMENT 
APPROPRIATE TRANSACTIONS TO MAXIMIZE SHAREHOLDER VALUE, THAT MAY INCLUDE A      
BUSINESS COMBINATION OR SALE OF THE COMPANY, IS THE BEST COURSE OF ACTION FOR   
AIRGAS' SHAREHOLDERS AT THIS TIME.                                              

 JUST MAKE THE CALL!

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 Did you know that in a June 1999 Forbes article, Airgas CEO Mr. Peter
McCausland was quoted as saying, "I'm just one phone call away from $34 a       
share," referring to the larger rivals such as Praxair and BOC's desire to      
pursue the acquisition of Airgas. Obviously, the call should have been made     
then. We believe it's not too late to make that call. According to that same    
Forbes article, one frustrated potential buyer noted "the problem with Airgas is
that it's got a built-in poison pill... it's called Peter McCausland."          

  While Airgas' stock has risen since we first submitted our proposal to
Airgas last March, and while we are gratified that the Company coincidentally   
held its first analyst conference in three years on May 24, 2001, we believe    
that the Airgas shareholders have paid the price for management's strategic     
misadventures and inertia.                                                      

DON'T JUST SIT ON THE SIDELINES; YOUR SUPPORT IS NEEDED NOW!

    The way we see it, the time is ripe for Airgas to find a partner willing
to pay a significant premium, lest management run the risk of watching the      
franchise further erode and then be forced to pursue a sale or financial        
restructuring transaction in a materially weakened condition. As Airgas'        
shareholders, we should not have to bear that risk!                             

 PLEASE REMEMBER -- Airgas' stock was trading as high as $25 only four
years ago and it was trading at only $8.24 on March 1st when we submitted our   
proposal. This is, by any measure, share value diminution.                      

      Let's send the Board a message that we do not intend to remain spectators.
Please join us in urging the Company to explore all alternatives to maximize    
shareholder value today!!                                                       

  WE STRONGLY RECOMMEND THAT YOU VOTE "FOR" OUR PROPOSAL INCLUDED IN THE
COMPANY'S PROXY MATERIALS.                                                      

      We encourage you to contact your financial and other professional advisors
for their advice and to discuss potential premiums paid in similar transactions 
with companies comparable to Airgas and its competitors.                        

      If you have any questions or need assistance in voting your shares, please
call Rick Grubaugh at D.F. King & Co., who is assisting us, toll free at 1-800- 
431-9629 or (212) 493-6950.                                                     

Thank you for your consideration.                                   

Sincerely,

                        Wynnefield Capital Management, LLC

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘PX14A6G’ Filing		Date		First		Last			Other Filings
Filed on:		6/27/01							11-K
		6/25/01		1
		5/24/01		3
		5/7/01		2					13F-HR,  DEFA14A
									List all Filings