UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) 10 March 2005
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Air Products and Chemicals, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware 1-4534 23-1274455
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
7201 Hamilton Boulevard, Allentown, Pennsylvania 18195-1501
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(Address of Principal Executive Offices) (Zip Code)
(610) 481-4911
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Registrant's telephone number, including area code
not applicable
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (See General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On March 10, 2005, Air Products and Chemicals, Inc. (the "Company") issued EUR
300,000,000 Eurobonds with a 3.875% coupon and a maturity date of 10 March 2015
(the "Bonds"). Interest accrues from 10 March 2005 and is payable annually in
arrears on 10 March of each year beginning 10 March 2006. Payments of interest
and principle will be made in Euros. The Bonds are subject to redemption in
whole at 100% of principal, at the Company's option at any time, in the event
of certain changes affecting taxation in the United States of America. Deutsche
Bank AG serves as fiscal agent and Deutsche Bank Luxembourg S.A. serves as
listing agent and Luxembourg paying agent for the Bonds.
The net proceeds of the issue are EUR 297,459,000 after deduction of
management, selling and underwriting commissions but prior to deduction of other
issuance costs, and will be used by the Company for general corporate purposes.
The Bonds are listed on the Luxembourg Stock Exchange; they are not, and
will not be, registered under the United States Securities Act of 1933. The
Bonds have been offered outside the United States and may not be offered, sold
or delivered within the United States or to or for the account or benefit of
U.S. persons except pursuant to an exemption from or in a transaction not
subject to the registration requirements of the Securities Act of 1933.
The Notes constitute direct general obligations of the Company ranking pari
passu among themselves with all other present and future unsecured obligations
of the Company (expect for obligations that may be preferred by provisions of
the law that are both mandatory and of general application).
All terms and conditions of the Bonds are set forth in an offering circular
dated 8 March 2005 (the "Offering Circular"). The Offering Circular sets forth,
among other things, customary events of default, including failure to pay
interest or principal, acceleration of the public indebtedness (i.e., any bonds,
notes or commercial paper listed on any stock exchange or traded in the
conventional public markets in the United States) of the Company or under a
Company guarantee of public indebtedness if such indebtedness exceeds two
percent (2%) of Company's shareholders' equity set forth in its most recent
Annual Report on Form 10-K; certain failures to perform other obligation
regarding the Notes or under the fiscal agency agreement; and certain cases of
bankruptcy, insolvency or similar proceedings. In general, if an event of
default occurs and is continuing, a Bond may be declared due and payable by its
holder.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Air Products and Chemicals, Inc.
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(Registrant)
Dated: 10 March 2005 By: /s/ Paul E. Huck
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Paul E. Huck
Vice President and Chief Financial Officer
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