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. 2
SIGNATURE TITLE Director and Chairman, President and Chief Executive Officer /s/ John P. Jones III (Principal Executive Officer) - -------------------------------------------------- (John P. Jones III) Director * - -------------------------------------------------- (Mario L. Baeza) Director * - -------------------------------------------------- (Michael J. Donahue) Director * - -------------------------------------------------- (Ursula F. Fairbairn) Director * 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 3
* - -------------------------------------------------- (W. Douglas Ford) Director * - -------------------------------------------------- (Edward E. Hagenlocker) Director * - -------------------------------------------------- (James F. Hardymon) Director * - -------------------------------------------------- (Terrence Murray) Director * - -------------------------------------------------- (Paula G. Rosput) Director * - -------------------------------------------------- (Lawrason D. Thomas)
Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints JOHN P. JONES III or PAUL E. HUCK or W. DOUGLAS BROWN, acting severally, his/her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him/her and in his/her name, place and stead, in any and all capacities, to sign one or more Registration Statements, and any amendments thereto, which may be required in connection with (i) the registration of Common Stock, Preferred Stock, Depositary Shares, Debt Securities, and Warrants, including the registration of Common Stock for issuance under any employee benefit or compensation plan, (ii) the registration of interests under any employee benefit or compensation plan maintained by the Company or (iii) any fundamental change in the information contained in such Registration Statements, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities and Exchange Act of 1933, this Power of Attorney has been signed below by the following persons in the capacities and on the dates indicated.
Signature Title Date /s/ John P. Jones III Director and Chairman of the Board 18 March 2004 ----------------------------------- (Principal Executive Officer) John P. Jones III /s/ Mario L. Baeza Director 18 March 2004 ----------------------------------- Mario L. Baeza /s/ Michael J. Donahue Director 18 March 2004 ----------------------------------- Michael J. Donahue /s/ Ursula F. Fairbairn Director 18 March 2004 ----------------------------------- Ursula F. Fairbairn 2
Signature Title Date /s/ W. Douglas Ford Director 18 March 2004 ----------------------------------- W. Douglas Ford /s/ Edward E. Hagenlocker Director 18 March 2004 ----------------------------------- Edward E. Hagenlocker /s/ James F. Hardymon Director 18 March 2004 ----------------------------------- James F. Hardymon /s/ Terrence Murray Director 18 March 2004 ----------------------------------- Terrence Murray /s/ Paula G. Rosput Director 18 March 2004 ----------------------------------- Paula G. Rosput /s/ Lawrason D. Thomas Director 18 March 2004 ----------------------------------- Lawrason D. Thomas