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Filed pursuant to Rule 424(b)(3)
Registration No. 33-57357
PRICING SUPPLEMENT NO. 9 TO PROSPECTUS DATED APRIL 27, 1995
AND PROSPECTUS SUPPLEMENT DATED MAY 17, 1995
[AIR PRODUCTS LOGO]
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AIR PRODUCTS AND CHEMICALS, INC.
$125,000,000
7 1/4% Medium-Term Notes, Series D
Due April 15, 2016
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Interest on the 7 1/4% Medium-Term Notes, Series D, due April 15, 2016
(the "Notes"), is payable on April 15 and October 15 of each year, commencing on
October 15, 1996. The Notes may not be redeemed by the Company or repaid prior
to maturity. The Notes will be issued only in the form of one or more Global
Securities registered in the name of the nominee of The Depository Trust
Company. See "Description of Notes."
<TABLE>
<CAPTION>
======================================================================================================================
Price to Proceeds to
Public (1) Underwriting Discount Company (1)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Note................................. 98.841% 0.875% 97.966%
- ----------------------------------------------------------------------------------------------------------------------
Total.................................... $123,551,250 $1,093,750 $122,457,500
======================================================================================================================
</TABLE>
(1) Plus accrued interest, if any, from April 25, 1996, to the date of delivery.
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The Notes are offered severally by Lehman Brothers Inc. and Goldman,
Sachs & Co., as specified herein, subject to receipt and acceptance by them and
subject to their right to reject any order in whole or in part. It is expected
that the Notes will be ready for delivery through the facilities of The
Depository Trust Company on or about April 25, 1996.
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LEHMAN BROTHERS GOLDMAN, SACHS & CO.
April 22, 1996
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DESCRIPTION OF NOTES
The following description of the particular terms of the Notes offered
hereby (referred to in the Prospectus Supplement as "Notes" and in the
Prospectus as "Securities") supplements, and to the extent inconsistent
therewith replaces, the description of the terms and provisions of the Notes in
the Prospectus Supplement and the Securities in the Prospectus.
The Notes are described in the accompanying Prospectus Supplement and
Prospectus. The aggregate principal amount of Notes in this offering is
$125,000,000. Reference is made to the accompanying Prospectus Supplement and
Prospectus for a detailed summary of additional provisions of the Notes.
INTEREST
The Notes will bear interest at the rate set forth on the cover page of
this Pricing Supplement from April 25, 1996, or the most recent interest payment
date to which interest has been paid or provided for, payable on April 15 and
October 15 of each year, commencing October 15, 1996, to persons in whose names
the Notes (or any predecessor Notes) are registered at the close of business on
the fifteenth calendar date next preceding such interest payment date. Payments
of the principal of and interest on the Notes will be payable as described in
the accompanying Prospectus Supplement and Prospectus.
REDEMPTION
The Notes may not be redeemed by the Company or repaid prior to
maturity and do not provide for any sinking fund.
USE OF PROCEEDS
The net proceeds received by the Company from the sale of the Notes
offered hereby, totalling $122,457,500 (prior to the payment of certain
expenses), will be used for general corporate purposes, principally the
repayment of outstanding commercial paper. At April 22, 1996, the Company had
approximately $483,000,000 of commercial paper outstanding, which matures no
later than August 20, 1996, and bears interest at discount rates ranging from
4.90% to 5.49% per annum. Pending such application, all or a portion of the net
proceeds will be invested in short-term money market instruments.
OFFERING AND SALE
The Company has entered into a Purchase Agreement, dated April 22, 1996
(the "Agreement"), with Lehman Brothers Inc. and Goldman, Sachs & Co. (the
"Underwriters"). Subject to the terms and conditions set forth in the Agreement,
the Company has agreed to sell to the Underwriters, and the Underwriters have
agreed severally to purchase, the respective principal amounts of Notes set
forth opposite their names below:
<TABLE>
<CAPTION>
Underwriters Principal Amount
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<S> <C>
Lehman Brothers Inc................................................. $ 62,500,000
Goldman, Sachs & Co................................................. 62,500,000
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Total...................................................... $125,000,000
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</TABLE>
Under the terms and conditions of the Agreement, the Underwriters are
committed to take and pay for all of such Notes, if any are taken.
The Underwriters propose to offer the Notes at the initial price to
investors set forth on the cover page of this Pricing Supplement and to certain
dealers at such price less a concession not in excess of .50% of the principal
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amount of the Notes. Thereafter, the offering price and other selling terms may
from time to time be varied by the Underwriters.
The Notes are a new issue of securities with no established trading
market. The Company has been advised by the Underwriters that they intend to
make a market in the Notes but are not obligated to do so and may discontinue
market making at any time without notice. No assurance can be given as to the
liquidity of the trading market for the Notes.
The Company has agreed to indemnify the Underwriters against certain
liabilities as described in the accompanying Prospectus Supplement.
Terms used but not defined herein are used herein as defined in the
Prospectus or Prospectus Supplement to which this Pricing Supplement is
attached.
