POST-EFFECTIVE AMENDMENT NO. 1 TO
REGISTRATION NO. 333-02461
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AIR PRODUCTS AND CHEMICALS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 23-1274455
(State or other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
7201 HAMILTON BOULEVARD
ALLENTOWN, PENNSYLVANIA 18195-1501
(610) 481-4911
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
W. DOUGLAS BROWN, ESQ.
Vice President, General Counsel and Secretary
AIR PRODUCTS AND CHEMICALS, INC.
7201 HAMILTON BOULEVARD
ALLENTOWN, PENNSYLVANIA 18195-1501
(610) 481-4911
COPY TO:
D. COLLIER KIRKHAM, ESQ.
CRAVATH, SWAINE & MOORE, LLP
Worldwide Plaza
825 Eighth Avenue
New York, New York 10019
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: NOT APPLICABLE
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
This Post-Effective Amendment No. 1 to Form S-3 shall become effective
in accordance with Section 8(c) of the Securities Act of 1933, as amended, on
such date as the Commission, acting pursuant to Section 8(c), may determine.
DEREGISTRATION OF DEBT SECURITIES
This Post-Effective Amendment No. 1 (the "Amendment") to the
Registration Statement on Form S-3 (SEC File No. 333-02461) is being filed by
Air Products and Chemicals, Inc. (the "Company") in order to deregister all of
the $25,000,000 principal amount of Debt Securities which remain unsold under
SEC File No. 333-02461.
EXHIBITS
Exhibit 24. Power of Attorney
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing this Post-Effective Amendment No. 1 to Form S-3
and has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Allentown and
Commonwealth of Pennsylvania on the 5th day of April, 2004.
Air Products and Chemicals, Inc.
(Issuer)
By: /s/ Paul E. Huck
------------------------------------------
Paul E. Huck, Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement (SEC File No.
333-02461) has been signed below by the following persons in the capacities
indicated on April 5, 2004.
SIGNATURE TITLE
Director and Chairman, President and Chief Executive Officer
/s/ John P. Jones III (Principal Executive Officer)
--------------------------------------------------
(John P. Jones III)
Director
*
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(Mario L. Baeza)
Director
*
--------------------------------------------------
(Michael J. Donahue)
Director
*
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(Ursula F. Fairbairn)
Director
2
*
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(W. Douglas Ford)
Director
*
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(Edward E. Hagenlocker)
Director
*
--------------------------------------------------
(James F. Hardymon)
Director
*
--------------------------------------------------
(Terrence Murray)
Director
*
--------------------------------------------------
(Paula G. Rosput)
Director
*
--------------------------------------------------
(Lawrason D. Thomas)
* W. Douglas Brown, Vice President, General Counsel and Secretary, by signing
his name hereto, does sign this document on behalf of the above noted
individuals, pursuant to a power of attorney duly executed by such
individuals which is filed with the Securities and Exchange Commission
herewith.
/s/ W. Douglas Brown
---------------------------
W. Douglas Brown
Attorney-in-Fact
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