1 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] ------------- AIR PRODUCTS AND CHEMICALS, INC. $125,000,000 7 1/4% Medium-Term Notes, Series D Due April 15, 2016 ------------- 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." (1) Plus accrued interest, if any, from April 25, 1996, to the date of delivery. ------------- 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. ------------------- LEHMAN BROTHERS GOLDMAN, SACHS & CO. April 22, 1996
====================================================================================================================== Price to Proceeds to Public (1) Underwriting Discount Company (1) - ---------------------------------------------------------------------------------------------------------------------- Per Note................................. 98.841% 0.875% 97.966% - ---------------------------------------------------------------------------------------------------------------------- Total.................................... $123,551,250 $1,093,750 $122,457,500 ====================================================================================================================== 2 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: 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
Underwriters Principal Amount ------------ ---------------- Lehman Brothers Inc................................................. $ 62,500,000 Goldman, Sachs & Co................................................. 62,500,000 ------------ Total...................................................... $125,000,000 ============ 3 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.