UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
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) 30 May 2002
------------
Air Products and Chemicals, Inc.
--------------------------------------
(Exact name of registrant as specified in charter)
Delaware 1-4534 23-1274455
- ---------------------------------------------- ----------------------- ---------------------------
(State of other jurisdiction of incorporation) (Commission file number) (IRS Identification number)
7201 Hamilton Boulevard, Allentown, Pennsylvania 18195-1501
- ------------------------------------------------------- ---------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (610) 481-4911
--------------
Item 4. Changes in Registrant's Certifying Accountant.
- ------- ----------------------------------------------
The Employee Benefit Plans Committee (the "Committee") of Air
Products and Chemicals, Inc. ("Air Products") annually considers and
approves the selection of Air Products Retirement Savings and Stock
Ownership Plan's (the "RSSOP"), independent public accountants. The
Committee decided on 29 May 2002 to no longer engage Arthur Andersen
LLP ("Andersen") as the RSSOP's independent public accountants and has
engaged KPMG LLP to serve as the RSSOP's independent public
accountants for the plan year ending 30 September 2002.
Andersen's reports on the RSSOP's 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 the RSSOP's two most recent plan 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 the RSSOP's 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 30 May 2002, stating its agreement with such statements.
During the RSSOP's two most recent plan 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 the RSSOP's financial statements, or any
other matters or reportable events listed in Items 304(a)(2)(i) and
(ii) of Regulation S-K.
Item 7. Financial Statements and Exhibits
- ------- ---------------------------------
c) Exhibits. The following Exhibit is filed with this document.
---------
Exhibit
Number Description
------ -----------
16 Letter from Arthur Andersen LLP to the Securities and
Exchange Commission dated 30 May 2002
2
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.
---------------------------------------
(Registrant)
Dated: 30 May 2002 By: /s/ John R. Owings
-----------------------------------------
John R. Owings
Vice President and Chief Financial Officer
3
EXHIBIT INDEX
Exhibit
Number Description
------ -----------
16 Letter from Arthur Andersen LLP to the Securities and
Exchange Commission dated 30 May 2002
Exhibit 16
Arthur Andersen LLP
1601 Market Street
Philadelphia PA 19103-2499
Tel 267 675 6000
www.andersen.com
Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
May 30, 2002
Ladies and Gentlemen:
We have read the second and third paragraphs of Item 4 included in the
Form 8-K dated May 30, 2002 of the Air Products Retirement Savings and
Stock Ownership Plan to be filed with the Securities and Exchange
Commission and are in agreement with the statements contained therein.
Very truly yours,
Arthur Andersen LLP
Copy to:
Mr. John R. Owings
Vice President and Chief Financial Officer
Air Products and Chemicals, Inc.