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CORRESP
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    corresp.htm

December 16, 2010

Airgas, Inc.

Schedule TO-T/A

Filed December 9, 2010

File No. 5-38422

Filed by Air Products Distribution, Inc. and Air Products and Chemicals, Inc.

Dear Ms. Campbell Duru:

On behalf of our clients Air Products and Chemicals, Inc. (“Parent”) and Air Products Distribution, Inc., a wholly owned subsidiary of Parent (together with Parent, “Air Products”), set forth below are the responses of Air Products to the comments of the staff of the Division of Corporation Finance, Office of Mergers and Acquisitions (the “Staff”), of the Securities and Exchange Commission in the letter from you dated as of December 10, 2010 (the “Comment Letter”), regarding the above-referenced filing (the “Schedule TO”).

Air Products has filed an amendment to the Schedule TO in the form attached hereto as Exhibit A (“Amendment No. 50”).  This amendment includes revised disclosure to address certain of the Staff’s comments in the Comment Letter.

For your convenience, each comment from the Comment Letter has been reproduced below and is followed by Air Products’ response to such comment.  Capitalized terms used but not defined in this letter shall have the meanings specified in the Schedule TO.

*  *  *

Schedule TO-T/A

1.

We note that Air Products “reserves the right to further amend the Expiration Date, including by accelerating the Expiration Date, based on developments in the Delaware Action or otherwise.”  Please revise to clarify how developments in the pending litigation could result in the possible acceleration of the expiration date and disclose the other circumstances to which you refer that may also lead to an accelerated expiration date.  We may have further comment.

In response to the Staff’s comment, the following disclosure has been added in Amendment No. 50:

“Air Products reserves the right to further amend the Expiration Date, including by accelerating the Expiration Date, based on developments in the Delaware Action or otherwise, in each case as permitted by applicable law.  Such developments in the Delaware Action may include a ruling by the Court of Chancery denying the relief requested by Air Products or the issuance of an order staying such relief, or the appeal by Airgas of any order granting such relief.  Air Products also may choose to accelerate the Expiration Date for other reasons in its sole discretion, including upon the occurrence of events that lead Air Products to believe that the conditions to the Offer will not be satisfied by the Expiration Date or upon the occurrence of events or changes in the marketplace or the businesses of Air Products or Airgas that Air Products cannot predict at this time.  If Air Products decides to accelerate the Expiration Date, Air Products will promptly file an amendment to the Schedule TO and issue a press release announcing such amendment.”

2.

Further to our comment above.  Please confirm that a minimum of five business days will remain in the offer following the announcement of an accelerated expiration date.  Further, please advise us how you will disseminate information about an accelerated expiration date to securityholders.  Refer generally to Rule 14d-4(d)(1).  We may have further comment.

Air Products confirms its understanding that if it announces an accelerated Expiration Date, a minimum of five business days will remain in the Offer from the date such announcement is first published, sent or given to securityholders.  Additionally, Air Products advises the Staff that if it announces an accelerated Expiration Date, Air Products will promptly amend the Schedule TO and issue a press release announcing such change.

*  *  *

If you have any questions regarding the contents of this letter, please contact me at the number listed above.

Respectfully,

/s/ James C. Woolery

James C. Woolery

Mellissa Campbell Duru, Esq.

Special Counsel

Office of Mergers and Acquisitions

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549-3628

Copy to:

John D. Stanley, Esq.

Senior Vice President and General Counsel

Air Products and Chemicals, Inc.

7201 Hamilton Boulevard

Allentown, PA 18195-1501

VIA EDGAR, FACSIMILE AND U.S. MAIL

Exhibit A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(RULE 14d-100)

Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of

the Securities Exchange Act of 1934

(Amendment No. 50)

AIRGAS, INC.

(Name of Subject Company)

AIR PRODUCTS DISTRIBUTION, INC.

(Offeror)

AIR PRODUCTS AND CHEMICALS, INC.

(Parent of Offeror)

(Names of Filing Persons)

COMMON STOCK, $0.01 PAR VALUE

(Title of Class of Securities)

009363102

(Cusip Number of Class of Securities)

John D. Stanley, Esq.

Senior Vice President and General Counsel

Air Products and Chemicals, Inc.

7201 Hamilton Boulevard

Allentown, PA 18195-1501

(610) 481-4911

(Name, Address and Telephone Number of Person Authorized to Receive Notices

and Communications on Behalf of Filing Persons)

Copies to:

James C. Woolery, Esq.

Cravath, Swaine & Moore LLP

Worldwide Plaza

825 Eighth Avenue

New York, New York 10019-7475

(212) 474-1000

CALCULATION OF FILING FEE

Transaction Valuation*

Amount of Filing Fee**

$5,885,204,080.00

$419,615.05

*

Estimated for purposes of calculating the amount of filing fee only. Transaction value derived by multiplying 84,074,344 (number of shares of common stock of subject company (which represents the number of shares issued and outstanding as of November 3, 2010, as reported in the subject company’s Quarterly Report on Form 10-Q filed on November 5, 2010)) by $70.00 (the purchase price per share offered by Offeror).

**

The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934 and Fee Rate Advisory #3 for fiscal year 2011, issued December 3, 2010, by multiplying the transaction value by .00007130.

þ

Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:
 $353,917.33
Filing Party:

Air Products Distribution, Inc./

Air Products and Chemicals, Inc.

Form or Registration No.:

Schedule TO

Date Filed:

February 11, 2010

Amount Previously Paid:

 $23,999.18

Filing Party:

Air Products Distribution, Inc./

Air Products and Chemicals, Inc.

Form or Registration No.:

Schedule TO

Date Filed:

July 8, 2010

Amount Previously Paid:

$12,820.32

Filing Party:

Air Products Distribution, Inc./

Air Products and Chemicals, Inc.

Form or Registration No.:

Schedule TO

Date Filed:

September 7, 2010

Amount Previously Paid:

$28,878.22

Filing Party:

Air Products Distribution, Inc./

Air Products and Chemicals, Inc.

Form or Registration No.:
Schedule TO

Date Filed:

December 9, 2010

o

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

þ  third-party tender offer subject to Rule 14d-1.

o  issuer tender offer subject to Rule 13e-4.

o  going-private transaction subject to Rule 13e-3.

o  amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer.  o

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

o  Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

o  Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

This Amendment No. 50 to the Tender Offer Statement on Schedule TO amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on February 11, 2010 (together with any amendments and supplements thereto, the “Schedule TO”) by Air Products and Chemicals, Inc., a Delaware corporation (“Air Products”), and Air Products Distribution, Inc. (the “Purchaser”), a Delaware corporation and a wholly owned subsidiary of Air Products.  The Schedule TO relates to the offer by the Purchaser to purchase all outstanding shares of common stock, par value $0.01 per share (together with the associated preferred stock purchase rights, the “Shares”), of Airgas, Inc., a Delaware corporation (“Airgas”), at $70.00 per Share, net to the seller in cash, without interest and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated February 11, 2010 (together with any amendments and supplements thereto, the “Offer to Purchase”), and in the related Letter of Transmittal (which, together with any amendments and supplements thereto, collectively constitute the “Offer”).

Items 1 through 9 and 11.

Items 1 through 9 and 11 of the Schedule TO are hereby amended and supplemented as follows:

Air Products reserves the right to further amend the Expiration Date, including by accelerating the Expiration Date, based on developments in the Delaware Action or otherwise, in each case as permitted by applicable law.  Such developments in the Delaware Action may include a ruling by the Court of Chancery denying the relief requested by Air Products or the issuance of an order staying such relief, or the appeal by Airgas of any order granting such relief.  Air Products also may choose to accelerate the Expiration Date for other reasons in its sole discretion, including upon the occurrence of events that lead Air Products to believe that the conditions to the Offer will not be satisfied by the Expiration Date or upon the occurrence of events or changes in the marketplace or the businesses of Air Products or Airgas that Air Products cannot predict at this time.  If Air Products decides to accelerate the Expiration Date, Air Products will promptly file an amendment to the Schedule TO and issue a press release announcing such amendment.

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.

Dated:  December 16, 2010

AIR PRODUCTS AND CHEMICALS, INC.

By:

/s/ Paul E. Huck

Name:   Paul E. Huck

Title:     Senior Vice President and

      Chief Financial Officer

AIR PRODUCTS DISTRIBUTION, INC.

By:

/s/ John D. Stanley

Name:   John D. Stanley

Title:     Secretary

EXHIBIT INDEX

Index No.

(a)(1)(i)

Offer to Purchase dated February 11, 2010.*

(a)(1)(ii)

Form of Letter of Transmittal.*

(a)(1)(iii)

Form of Notice of Guaranteed Delivery.*

(a)(1)(iv)

Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*

(a)(1)(v)

Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*

(a)(1)(vi)

Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.*

(a)(1)(vii)

Form of summary advertisement dated February 11, 2010.*

(a)(5)(i)

Text of press release issued by Air Products, dated February 5, 2010.*

(a)(5)(ii)

Text of press release issued by Air Products, dated February 11, 2010.*

(a)(5)(iii)

Text of message from John McGlade, dated February 12, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on February 12, 2010).*

(a)(5)(iv)

Transcript of John McGlade and Paul Huck’s presentation at the Barclays 2nd Annual Industrial Select Conference, dated February 17, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on February 18, 2010).*

(a)(5)(v)

Text of press release issued by Air Products, dated February 22, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on February 22, 2010).*

(a)(5)(vi)

Presentation of Paul Huck at the Morgan Stanley Global Basic Materials Conference, dated February 25, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on February 25, 2010).*

(a)(5)(vii)

Transcript of Paul Huck’s presentation at the Morgan Stanley Global Basic Materials Conference, dated February 25, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on March 2, 2010).*

(a)(5)(viii)

Text of message from John McGlade, dated March 5, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on March 5, 2010).*

(a)(5)(ix)

Text of press release issued by Air Products, dated March 5, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on March 5, 2010).*

(a)(5)(x)

Text of press release issued by Air Products, dated April 1, 2010.*

(a)(5)(xi)

Text of message from John McGlade, dated April 6, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on April 6, 2010).*

(a)(5)(xii)

Text of press release issued by Air Products, dated April 22, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on April 22, 2010).*

(a)(5)(xiii)

Transcript of John McGlade and Paul Huck’s presentation, dated April 22, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on April 22, 2010).*

(a)(5)(xiv)

Materials from John McGlade meeting with employees, dated May 12, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on May 12, 2010).*

(a)(5)(xv)

Text of press release issued by Air Products, dated May 13, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on May 13, 2010).*

(a)(5)(xvi)

Notice of Intent by Air Products and Chemicals, Inc. to Nominate Individuals for Election as Directors and Propose Stockholder Business at the 2010 Annual Meeting of Stockholders of Airgas, Inc., dated May 13, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on May 13, 2010).*

(a)(5)(xvii)

Text of message from John McGlade, dated May 13, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on May 13, 2010).*

(a)(5)(xviii)

Presentation of Paul Huck at the Barclays ROC Stars Conference, dated May 18, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on May 18, 2010).*

(a)(5)(xix)

Presentation of Paul Huck to investors, dated May 17, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on May 19, 2010).*

(a)(5)(xx)

Transcript of Paul Huck’s presentation, dated May 18, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on May 19, 2010).*

(a)(5)(xxi)

Text of press release issued by Air Products, dated June 1, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on June 1, 2010).*

(a)(5)(xxii)

Amended and restated transcript of Paul