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) 10 May 2002
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Air Products and Chemicals, Inc.
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(Exact name of registrant as specified in charter)
Delaware 1-4534 23-1274455
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(State of other jurisdiction (Commission file number) (IRS Identification
of incorporation) number)
7201 Hamilton Boulevard, Allentown, Pennsylvania 18195-1501
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (610) 481-4911
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Item 4. Changes in Registrant's Certifying Accountant.
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The Audit Committee of the Board of Directors of Air Products and
Chemicals, Inc. ("Air Products") annually considers and recommends to the Board
the selection of Air Products' independent public accountants. As recommended by
Air Products' Audit Committee, the Board of Directors on 7 May 2002 decided to
no longer engage Arthur Andersen LLP ("Andersen") as Air Products' independent
public accountants and has engaged KPMG LLP to serve as Air Products'
independent public accountants for the fiscal year ending 30 September 2002.
Andersen's reports on Air Products' consolidated financial statements for
the past two years did not contain an adverse opinion or disclaimer of opinion,
nor were they qualified or modified as to uncertainty, audit scope or accounting
principles.
During Air Products' two most recent fiscal years and through the date of
this Form 8-K, there were no disagreements with Andersen on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure which, if not resolved to Andersen's satisfaction, would have
caused it to make reference to the subject matter in connection with its report
on Air Products' consolidated financial statements for such years. There were no
reportable events as listed in Item 304(a)(1)(v) of Regulation S-K.
Air Products has provided Andersen with a copy of the foregoing disclosure.
Attached as Exhibit 16 is a copy of Andersen's letter, dated 10 May 2002,
stating its agreement with such statements.
During Air Products' two most recent fiscal years and through the date of
this Form 8-K, Air Products did not consult with KPMG LLP with respect to the
application of accounting principles to a specified transaction, either
completed or posed, or the type of audit opinion that might be rendered on Air
Products' consolidated financial statements, or any other matters or reportable
events listed in Items 304(a)(2)(i) and (ii) of Regulation S-K.
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Item 7. Financial Statements and Exhibits
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c) Exhibits. The following Exhibits are filed with this document.
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Exhibit
Number Description
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16 Letter from Arthur Andersen LLP to the Securities and
Exchange Commission dated 10 May 2002
99 Press Release dated 7 May 2002
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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: 10 May 2002 By: /s/ Leo J. Daley
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Leo J. Daley
Vice President - Finance
(Chief Financial Officer)
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EXHIBIT INDEX
Exhibit
Number Description
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16 Letter from Arthur Andersen LLP to the Securities and
Exchange Commission dated 10 May 2002
99 Press Release dated 7 May 2002
Exhibit 16
[ANDERSEN LOGO]
Arthur Andersen LLP
1601 Market Street
Philadelphia, PA 19103-2499
Tel 267 675 6000
www.andersen.com
10 May 2002
Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sir/Madam:
We have read the first four paragraphs of Item 4 included in the Form 8-K
dated 10 May 2002 of Air Products and Chemicals, Inc. to be filed with the
Securities and Exchange Commission and are in agreement with the statements
contained therein.
Very truly yours,
/s/ Arthur Andersen LLP
cc: Mr. Leo J. Daley, Chief Financial Officer, Air Products and Chemicals, Inc.
Exhibit 99
AIR PRODUCTS APPOINTS KPMG LLP AS EXTERNAL AUDITOR
LEHIGH VALLEY, Pa. (May 10, 2002) - Air Products and Chemicals, Inc. (NYSE:APD)
announced today that its Board of Directors has appointed KPMG LLP as the
company's independent auditor for the fiscal year ending September 30, 2002.
After extensive evaluation, the Board selected KPMG based on its experience in
the chemicals industry, its global capabilities, and the skilled professionals
assigned to Air Products' account.
KPMG replaces Arthur Andersen LLP as Air Products' independent auditor. The
decision to change auditors was not the result of any disagreement between the
company and Arthur Andersen on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedures.
Air Products chairman and chief executive officer John P. Jones said, " We look
forward to working with KPMG as our independent auditor." In addition, Mr. Jones
said, "Air Products had a long relationship with Arthur Andersen and was
satisfied with Andersen's services, professionalism and independence.
Unfortunately, we believe the changes occurring within Andersen will prevent the
firm from continuing to serve our needs on a global basis."
Air Products and Chemicals, Inc. (www.airproducts.com) is the world's only
combined gases and chemicals company. Founded more than 60 years ago, the
business has annual revenues of $5.7 billion and operations in 30 countries. Air
Products is a market leader in the global electronics and chemical processing
industries, and a longstanding innovator in many industrial markets, including
coatings, adhesives and polyurethanes. The company distinguishes itself through
its 18,000 employees around the world, who build lasting relationships with
their customers and communities based on understanding, integrity and passion.
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Media Inquiries:
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Lisa A. Walsh, tel: (610) 481-5784; e-mail: walshla@apci.com
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Investor Inquiries:
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Alexander W. Masetti, tel: (610) 481-7461; e-mail: masettaw@apci.com.
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