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PRICING SUPPLEMENT NO. 5, DATED FEBRUARY 4, 1994 Rule 424(b)(3)
(To the Prospectus Dated August 13, 1993 and File No. 33-66004
Prospectus Supplement dated August 17, 1993)
AIR PRODUCTS AND CHEMICALS, INC.
MEDIUM-TERM NOTES, SERIES C
DUE FROM 9 MONTHS TO 10 YEARS FROM DATE OF ISSUE
FLOATING-RATE NOTES
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<S> <C>
Trade Date: 04 February 1994
Original Issue Date: 18 February 1994
Maturity Date: 16 February 1996
Issue Price: 100%
Principal Amount: $10,000,000
Agent: CS First Boston Corporation
Agent's Commission: None
Net Proceeds to Issuer: $10,000,000
Form: [x] Book-Entry [ ] Certificated
Global Note: [x] Yes [ ] No
Depositary: The Depository Trust Company
Specified Currency: U.S. Dollars
(If other than U.S. Dollars,
see attached)
Exchange Rate Agent: N/A
U.S. Dollar Payment Options: N/A
Original Yield to Maturity: N/A
Total Amount of OID: N/A
Base Rate: [ ] Commercial Paper Rate
[ ] LIBOR
[ ] Treasury Rate
[x] Other: 2-Year Treasury Constant Maturity rate - see "Interest Rate Calculation -
Determination of 2-Year CMT Rate" below
Initial Interest Rate: See "Interest Rate Calculation" below
Interest Payment Dates: Each 16 February, 16 May, 16 August, and 16 November,
commencing 16 May 1994
Reset Period: Quarterly. See "Interest Rate Calculation" below
Interest Reset Dates: Each 16 February, 16 May, 16 August, and 16 November; provided,
the first Interest Reset Date shall be 18 February 1994
Interest Determination Dates: See "Interest Rate Calculation" below
Index Maturity: N/A
Maximum Interest Rate: N/A
Minimum Interest Rate: Zero
Spread: See "Interest Rate Calculation" below
Spread Multiplier: See "Interest Rate Calculation" below
Calculation Agent: CS First Boston Corporation
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Redemption: Check box opposite applicable sentence.
[x] The Notes cannot be redeemed prior to maturity.
[ ] The Notes may be redeemed prior to maturity.
Terms of Redemption: N/A
Repayment: Check the box opposite applicable sentence.
[x] The Notes cannot be repaid prior to maturity.
[ ] The Notes may be repaid prior to maturity.
Terms of Repayment: N/A
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Interest Rate Calculation:
The interest rate on the Notes will be adjusted quarterly as of the first
day of each Reset Period (as defined below) (each, an "Interest Reset Date").
Interest on the Notes will be calculated on the basis of a 360-day year
consisting of twelve 30-day months. Each interest payment will include
interest accrued from and including 18 February 1994 or the preceding Interest
Payment Date, as the case may be, to but excluding the relevant Interest
Payment Date or the Maturity Date, as the case may be (each such period, a
"Reset Period").
For each Reset Period during the period from 18 February 1994 to 16
February 1995, the interest rate on the Notes, expressed as a percentage per
annum rounded to five decimal places, shall be equal to the 2-Year CMT Rate (as
defined below) plus .25% times the Accrual Adjustment (determined as described
below), expressed as (2-Year CMT Rate + .25%) X Accrual Adjustment. For each
Reset Period during the period from 16 February 1995 to 16 February 1996, the
interest rate on the Notes, expressed as a percentage per annum rounded to five
decimal places, shall be equal to the 2-Year CMT Rate plus 1.00% times the
Accrual Adjustment, expressed as (2-Year CMT Rate + 1.00%) X Accrual
Adjustment. The interest rate for any Reset Period may not be less than zero.
Determination of Accrual Adjustment. For each Reset Period, the Accrual
Adjustment shall be a fraction, the numerator of which is the number of New
York Business Days (as defined below) during such Reset Period that the 2-Year
CMT Rate is within the Range (as set forth below) and the denominator of which
is the total number of New York Business Days in such Reset Period.
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<CAPTION>
Range
-----------------------------
For Interest Periods greater than and less than
from and including to but excluding or equal to or equal to
-------------------- ---------------- ------------ -------------
<S> <C> <C> <C>
18 February 1994 16 August 1994 3.65% 5.10%
16 August 1994 16 February 1995 3.85% 5.35%
16 February 1995 16 August 1995 3.85% 5.60%
16 August 1995 16 February 1996 3.85% 6.10%
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Determination of 2-Year CMT Rate. For each New York Business Day and
Interest Reset Date, the "2-Year CMT Rate" shall be the yield on Treasury
Constant Maturities for two (2) years that appears for the day that is nine (9)
New York Business Days prior to such New York Business Day or Interest Reset
Date, as the case may be, on Telerate Page 7059 (as defined below) as of 3:45
PM New York time. If, for any New York Business Day or Interest Reset Date, no
2-Year CMT Rate is published on Telerate Page 7059, then the 2-Year CMT Rate
shall be the yield on Treasury Constant Maturities for two (2) years that
appears for the day that is nine (9) New York Business Days prior to such New
York Business Day or Interest Reset Date, as the case may be, in the Federal
Reserve Statistical Release H.15(519), usually published weekly, or any
successor publication designated by the Federal Reserve System, for
the purpose of publishing such yields ("H.15(519)"). If, in turn, the 2-Year
CMT Rate has not been published in the relevant H.15(519) for a New York
Business Day or Interest Reset Date, the Calculation Agent shall obtain bid
quotations for the U.S. Government Treasury Note closest to two (2) year
maturity from three U.S. Government Treasury dealers (such quotations will be
rounded to 5 decimal places). The 2-Year CMT Rate shall be the arithmetic mean
of the quotations so obtained, or the single rate quoted, as the case may be.
In the event no quotations are available, the Calculation Agent shall determine
the 2-Year CMT Rate in its sole discretion.
"Telerate Page 7059" shall mean the page so designated on the Dow Jones
Telerate Service (or such other page as may replace that page on that service)
for the purpose of displaying the yield on Treasury Constant Maturities for two
(2) years.
"New York Business Day" shall mean any day other than a Saturday or Sunday
or a day on which banking institutions in New York City are authorized or
required by law or executive order to close.
Additional Terms:
The Agent may be deemed to be an "underwriter" within the meaning of the
Securities Act of 1933, as amended (the "Act"). The Company has agreed to
indemnify the Agent against certain liabilities, including liabilities under
the Act. The Company has agreed to reimburse the Agent for certain expenses,
including fees and disbursements of counsel to the Agent. The Agent may sell
to or through dealers who may resell to investors. The Agent may pay all or
part of its commission to such dealers. Such dealers may be deemed to be
"underwriters" within the meaning of the Act.
