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PRICING SUPPLEMENT NO. 5 DATED January 27, 1997 Rule 424(b)(3)
(To the Prospectus Dated May 1, 1996, and the
Prospectus Supplement dated May 16, 1996) File No. 333-02461
AIR PRODUCTS AND CHEMICALS, INC.
MEDIUM-TERM NOTES, SERIES F
DUE FROM 9 MONTHS TO 30 YEARS FROM DATE OF ISSUE
FLOATING-RATE NOTES*
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TRADE DATE: January 27, 1997 PRINCIPAL AMOUNT: $100,000,000
ORIGINAL ISSUE DATE: February 3, 1997 FACE AMOUNT: $100,000,000
MATURITY DATE: February 1, 2009 ISSUE PRICE: Par
RESALE FEATURE: Under certain circumstances, on February 1, 1999, holders of
Notes may be required to sell all or a portion of their Notes to selected
Reference Dealers and to purchase Treasury securities from such Reference
Dealers (see "Additional Terms - Reset of Interest Rate for Fixed Rate Period")
SPECIFIED CURRENCY: U.S. Dollars
EXCHANGE RATE AGENT: N/A
U.S. DOLLAR PAYMENT OPTIONS: N/A
PURCHASER: AIG Financial Securities Corp.
PLACEMENT FEE: $250,000
NET PROCEEDS TO ISSUER: $99,750,000
BASE RATE: / /Commercial Paper Rate
/X/LIBOR
/ /Treasury Rate
/ /Other:
INITIAL INTEREST RATE: 4.5325%
(inclusive of spread)
INTEREST PAYMENT DATES: See "Additional Terms - Interest Rates" below
INTEREST DETERMINATION DATES: See "Additional Terms - Interest Rates" below
INTEREST RESET PERIOD: See "Additional Terms - Interest Rates" below
INTEREST RESET DATES: See "Additional Terms - Interest Rates" below
INDEX MATURITY: N/A
SPREAD: See "Additional Terms - Interest Rates"
SPREAD MULTIPLIER: N/A
MAXIMUM INTEREST RATE: N/A
MINIMUM INTEREST RATE: N/A
CALCULATION AGENT: AIG Financial Securities Corp.
GLOBAL NOTE: /X/ Yes / / No
FORM: /X/ Book-Entry / / Certificated
DEPOSITARY: The Depository Trust Company
DENOMINATIONS: $100,000 and any larger amount that is an
integral multiple of $1,000
REDEMPTION: / / The Notes cannot be redeemed prior to
maturity
/X/ The Notes may be redeemed prior to maturity
Terms of Redemption: See Additional Terms -
Reset of Interest Rate for Fixed Rate Period
below
REPAYMENT: / / The Notes cannot be repaid prior to
maturity
/X/ The Notes may be repaid prior to maturity
Terms of Repayment: See Additional Terms - Put
Option below
* During the Floating Rate Period (as defined below), the Notes will bear
interest at a floating rate; thereafter, during the Fixed Rate Period (as
defined below), if the Put Option (as defined below) is not exercised and the
Notes are not redeemed, the Notes will bear interest at a fixed rate.
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ADDITIONAL TERMS
The Notes are described in the Prospectus and the Prospectus Supplement
for Medium Term Notes, Series F, referenced above, and reference is made thereto
for a detailed summary of additional provisions of the Notes. The description of
the particular terms of the Notes set forth in this Pricing Supplement
supplements, and to the extent inconsistent therewith replaces, the description
of the terms and provisions of the "Securities" in the Prospectus and the Notes
in the Prospectus Supplement. Capitalized terms used but undefined herein shall
have the meanings given such terms in such Prospectus and Prospectus Supplement.
INTEREST RATES
During the period commencing with the Original Issue Date to February
1, 1999 (the "Floating Rate Period"), the Notes will bear interest at a floating
rate equal to 3-month USD LIBOR (Telerate p. 3750) less 1.03%, which initially
shall equal the Initial Interest Rate set forth above. Interest during the
Floating Rate Period will be payable quarterly in arrears on each February 1,
May 1, August 1 and November 1, commencing May 1, 1997 (each a "Floating Rate
Interest Payment Date"), to the person in whose name a Note is registered on the
fifteenth day (whether or not a Business Day) immediately preceding the
applicable Floating Rate Interest Payment Date. During the Floating Rate Period,
interest shall be reset quarterly on the second London Business Day prior to a
Floating Rate Interest Payment Date and shall be computed on the basis of the
actual number of days elapsed in such period for a 360-day year.
If the Calculation Agent has not given the Put Notice (as defined
below) or the Company has not repurchased the Notes (see Additional Terms - Put
Option and Reset of Interest Rate for Fixed Rate Period), then during the period
from the Second Anniversary Date (as defined below) through the Maturity Date
(the "Fixed Rate Period"), the Notes will bear interest at a fixed rate
calculated as described below (see "Additional Terms - Reset of Interest Rate
for Fixed Rate Period"). Interest during the Fixed Rate Period will be payable
semi-annually in arrears on each February 1 and August 1, commencing August 1
1999 (each a "Fixed Rate Interest Payment Date"), to the person in whose name a
Note is registered on the January 15 or July 15 (whether or not a Business Day)
immediately preceding the applicable Fixed Rate Interest Payment Date. The
amount of interest payable during the Fixed Rate Period will be computed and
paid on the basis of a 360-day year of twelve 30-day months.
PUT OPTION
The Calculation Agent has the right to require the Company to
repurchase all (but not less than all) of the Notes on February 1, 1999 (the
"Second Anniversary Date") at a purchase price equal to 100% of the principal
amount thereof by delivering written notice thereof to the Company on behalf of
all (but not fewer than all) holders of the Notes (the "Put Notice"). Such Put
Notice shall be given no later than 9:00 a.m. (New York time) on January 25,
1999. The Calculation Agent shall give the Put Notice if the holders of a
majority in principal amount of the Notes requests the Calculation Agent to give
the Put Notice, in which event the Put Notice shall be binding on all
Noteholders; the Calculation Agent shall not give the Put Notice absent such
request of the holders of a majority in principal amount of the Notes. In the
event the Put Notice is timely given, the Company shall repurchase the Notes at
their principal amount plus accrued but unpaid interest (if any) on the Second
Anniversary Date.
IF REQUIRED BY THE CALCULATION AGENT, EACH HOLDER SHALL INDICATE ITS
ELECTION TO HAVE THE CALCULATION AGENT DELIVER THE PUT NOTICE TO THE COMPANY BY
DELIVERING WRITTEN NOTICE OF SUCH ELECTION TO THE CALCULATION AGENT BY NO LATER
THAN 12:00 NOON (NEW YORK TIME) ON JANUARY 23, 1999.
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RESET OF INTEREST RATE FOR FIXED RATE PERIOD
If the Calculation Agent has not delivered the Put Notice to the
Company in accordance with the terms set forth under "Additional Terms - Put
Option," the Company and the Calculation Agent, on January 25, 1999 shall
undertake the following actions to calculate the fixed rate of interest to be
paid on the Notes during the Fixed Rate Period. All references to specific hours
are references to prevailing New York time. Each notice, bid or offer (including
those given by the Reference Dealers [as defined below]) shall be given
telephonically and shall be confirmed as soon as possible by facsimile to each
of the Calculation Agent and the Company. The times set forth below are
guidelines for action by the Company and the Calculation Agent, and each shall
use its best efforts to adhere to such times. The Company shall use its best
efforts to cause the Reference Dealers to take all actions contemplated below in
as timely a manner as possible.
A HOLDER SHALL INDICATE ITS ELECTION TO SELL ITS NOTE TO, AND PURCHASE
DESIGNATED TREASURY BONDS FROM, THE FINAL DEALER OR FINAL DEALERS (AS DEFINED
BELOW) IN ACCORDANCE WITH THE TERMS SET FORTH IN PARAGRAPH (h) BELOW BY
NOTIFYING THE CALCULATION AGENT OF SUCH ELECTION BY NO LATER THAN 9:15 A.M. (NEW
YORK TIME) ON JANUARY 25, 1999. IF THE CALCULATION AGENT HAS NOT RECEIVED
WRITTEN ELECTION FOR THE SALE OF AT LEAST $50,000,000 AGGREGATE PRINCIPAL AMOUNT
OF THE NOTES TO THE FINAL DEALER OR FINAL DEALERS, THE CALCULATION AGENT SHALL
SELECT PRO RATA FROM ALL HOLDERS NOTES IN A PRINCIPAL AMOUNT THAT, WHEN
AGGREGATED WITH THE PRINCIPAL AMOUNT OF NOTES FOR WHICH THE CALCULATION AGENT
HAS RECEIVED A WRITTEN ELECTION TO SELL, WILL TOTAL $50,000,000, AND SHALL
IMMEDIATELY NOTIFY SUCH HOLDERS OF SUCH SELECTION. THE HOLDERS OF SUCH RANDOMLY
SELECTED NOTES SHALL SELL THEIR NOTES TO, AND PURCHASE DESIGNATED TREASURY BONDS
FROM, THE FINAL DEALER OR FINAL DEALERS IN ACCORDANCE WITH THE TERMS SET FORTH
IN PARAGRAPH (h) BELOW.
(a) At 9:00 a.m., the Company shall provide to the Calculation Agent
the following:
(i) the names of four financial institutions that deal in the
Company's debt securities and have agreed to participate as
reference dealers in accordance with the terms set forth below
(the "Reference Dealers") and, for each Reference Dealer, the name
of and telephone and facsimile numbers for an individual who will
represent such Reference Dealer; and
(ii) the Company's good faith estimate of the spread to the
then-prevailing yield on 10-year Treasury bonds at which the
Reference Dealers would purchase, on an all-in basis, $100,000,000
principal amount of senior unsubordinated unsecured debt
securities of the Company having a maturity of 10 years (the
"Estimated Spread") for settlement on the Second Anniversary Date.
(b) At 9:15 a.m., the Calculation Agent shall provide to the Company
the following:
(i) the Calculation Agent's good faith estimate, based on the
Estimated Spread, of the premium to par at which the Reference
Dealers would purchase the Notes (the "Estimated Premium"),
assuming for such purpose a resetting of the Interest Rates as
provided below;
(ii) the 10-year Treasury bond yield determined at or about such
time (the "Designated Treasury Yield") based on an issue of
10-year Treasury bonds chosen by the Calculation Agent (the
"Designated Treasury Bonds"); and
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(iii) the aggregate principal amount of Notes that the holders
will sell, which amount shall be not less than $50,000,000 nor
more than $100,000,000 (the "Note Amount") and the aggregate
principal amount of the Designated Treasury Bonds that the holders
will purchase (the "Hedge Amount"), in the event that the Notes
are sold to one or more Reference Dealers in accordance with
paragraph (h) below.
(c) Immediately upon receipt of the information provided by the
Calculation Agent in paragraph (b) above, the Company shall undertake
the following:
(i) request that each Reference Dealer provide to the Calculation
Agent an indicative bid, on an all-in basis, expressed as a spread
to the Designated Treasury Bonds (using for such purposes the
Designated Treasury Yield), at which such Reference Dealer would
purchase Notes in a principal amount equal to the Note Amount at a
price equal to 100% plus the Estimated Premium (the lowest of such
spreads, the "Indicative Spread"); and
(ii) notify each Reference Dealer that it will subsequently be
requested to provide (A) a firm bid to purchase Notes in a
principal amount equal to the Note Amount at a price equal to 100%
plus a premium to be specified as provided in paragraph (e) below
and (B) a firm offer to sell Designated Treasury Bonds in a
principal amount equal to the Hedge Amount at a price based on the
Designated Treasury Yield.
(d) At 9:30 a.m., the Calculation Agent shall calculate and provide to
the Company the "Final Premium," which shall equal the present value
(expressed as a percentage rounded to four decimal places) of the
Treasury Rate Difference applied over the twenty semi-annual periods
from the Second Anniversary Date to the Maturity Date, discounted at
the Discount Rate, where:
(i) "Initial Treasury Yield" shall mean 6.58%;
(ii) "Treasury Rate Difference" shall mean the Initial Treasury
Yield minus the Designated Treasury Yield; and
(iii) "Discount Rate" shall mean (A) the sum of the Designated
Treasury Yield and the Indicative Spread divided by (B) 2.
(e) Immediately after the Calculation Agent has made the calculations
set forth in paragraph (d) above, the Calculation Agent shall contact
each of the Reference Dealers and request that each Reference Dealer
provide to the Calculation Agent the following firm bid and firm offer
for the benefit of the holders (which bid and offer shall remain firm
for 15 minutes):
(i) a firm bid, on an all-in basis, expressed as a spread to the
Designated Treasury Bonds (using for such purposes the Designated
Treasury Yield), at which such Reference Dealer would purchase
Notes in a principal amount equal to the Note Amount at a price
equal to 100% plus the Final Premium for settlement on the Second
Anniversary Date (the lowest of such spreads being the "Final
Spread"); and
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(ii) a firm offer, on an all-in basis, to sell Designated Treasury
Bonds in a principal amount equal to the Hedge Amount at a yield
equal to the Designated Treasury Yield for settlement on the
Second Anniversary Date.
(f) At 9:45 a.m., the Calculation Agent shall provide to the Company
notice of the Final Spread (the Reference Dealer providing the Final
Spread being the "Final Dealer"; provided, that if two or more
Reference Dealers shall have quoted such spread, the Company shall
determine which of such Reference Dealers shall be the Final Dealer or
the Final Dealers and, in the latter case, the allocation to be made
between them).
(g) At 9:50 a.m., the Company shall notify the Calculation Agent
whether or not it elects to redeem all of the Notes on the Second
Anniversary Date (i) at a price based on the Final Spread and the
then-current yield for the Designated Treasury Bonds (as agreed by the
Company and the Calculation Agent) or (ii) if such then-current yield
is greater than the Initial Treasury Yield, at a price based on the
Final Spread and the Initial Treasury Yield (assuming in each case that
the interest rate has been reset as provided in paragraph (h)(i)
below); provided, that if the Company fails to notify the Calculation
Agent by 9:50 a.m. (or, if later, within five minutes of receipt of
telephonic notice in accordance with paragraph (f) above), the Company
shall be deemed to have elected not to redeem the Notes. If the Company
timely notifies the Calculation Agent of its election to redeem all of
the Notes, the Company shall so redeem all of the Notes on the Second
Anniversary Date.
(h) If the Company elects (or is deemed to elect) not to redeem the
Notes as provided in paragraph (g) above:
(i) the interest rate to be borne by the Notes during the Fixed
Rate Period shall equal the Initial Treasury Rate plus the Final
Spread; and
(ii) the holders shall (A) sell Notes to the Final Dealer or Final
Dealers in a principal amount equal to the Note Amount at a price
equal to 100% plus the Final Premium and (B) shall purchase
Designated Treasury Bonds from the Final Dealer or Final Dealers
in a principal amount equal to the Hedge Amount at a price based
on the Designated Treasury Yield, in each case for settlement on
the Second Anniversary Date and in the case of more than one Final
Dealer, in accordance with the allocation designated by the
Company under paragraph (f) above.
If the Calculation Agent determines that (i) a Market Disruption Event
(as defined below) has occurred or (ii) two or more of the Reference Dealers
have failed to provide indicative or firm bids or offers in a timely manner
substantially as provided above, the steps contemplated above shall be delayed
until the next trading day on which there is no Market Disruption Event and no
such failure by two or more Reference Dealers. "Market Disruption Event" shall
mean any of the following: (i) a suspension or material limitation in trading in
securities generally on the New York Stock Exchange or the establishment of
minimum prices on such exchange; (ii) a general moratorium on commercial banking
activities declared by either federal or New York State authorities; (iii) any
material adverse change in the existing financial, political or economic
conditions in the United States of America or elsewhere; (iv) an outbreak or
escalation of major hostilities involving the United States of America or the
declaration of a national emergency or war by the United States of America; or
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(v) any material disruption of the U.S. government securities market, U.S.
corporate bond market and/or U.S. federal wire system.
U.S. Federal Income Tax Considerations
FOR FEDERAL INCOME TAX PURPOSES, THE COMPANY BELIEVES THAT THE NOTES
WILL BE ISSUED WITH ORIGINAL ISSUE DISCOUNT AND MAY BE SUBJECT TO THE RULES FOR
CONTINGENT PAYMENT DEBT INSTRUMENTS. HOLDERS OF THE NOTES SHOULD CONSULT THEIR
TAX ADVISORS CONCERNING THE TAX CONSEQUENCES OF HOLDING THE NOTES.
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