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) 6 November 2000
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Air Products and Chemicals, Inc.
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(Exact name of registrant as specified in charter)
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Delaware 1-4534 23-1274455
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(State of other jurisdiction of incorporation) (Commission file number) (IRS Identification number)
7201 Hamilton Boulevard, Allentown, Pennsylvania 18195-1501
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(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code (610) 481-4911
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Item 9. Regulation FD Disclosure
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The Company is holding its regular year-end meetings with the investment
community in New York, Boston and Chicago on November 6-7, 2000. The slides used
in the presentation are attached.
Among the items being discussed is a new senior executive incentive
compensation plan tied to operating return on net assets, or ORONA (Slide
numbers 14 and 15). Among the key points of the plan discussed were:
o The basic principle embedded in the plan is to use performance shares to
reward continuous improvement in ORONA. It is designed to be a three-year
average plan with potential payouts for the initial plan in years one and
two. The Company intends to have a continuum of plans in the future.
o The plan rewards continuous improvement, and in order to achieve
competitive compensation for Company executives, the plan must earn a 100%
payout.
o To earn a 100% payout, the Company's average operating return on net assets
over the three-year period of time needs to improve by one-half point per
year from the fiscal 2000's level of approximately 11%. It represents an
average 3-year ORONA of 12%.
o In order to achieve an exceptional payout, i.e. 200% payout at the end of
year three, the average ORONA must increase by 1% per year. It represents
an average 3-year ORONA of 13%.
o If ORONA is less than 11% at the end of year three, there will be no
payout.
o These Performance Shares provide a very meaningful incentive to top
managers to improve ORONA. For example, for Company's senior management the
payout would represent about one-third to about one-half of their annual
cash compensation.
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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, thereunto duly authorized.
Air Products and Chemicals, Inc.
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(Registrant)
Dated: 6 November 2000 By: /s/ Leo J. Daley
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Leo J. Daley
Vice President - Finance and Controller
(Chief Financial Officer)
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