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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AIR PRODUCTS AND CHEMICALS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 23-1274455
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(State of Incorporation or Organization) (I.R.S. Employer
Identification No.)
7201 Hamilton Boulevard, Allentown, Pennsylvania 18195-1501
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(Address of Principal Executive Offices) (Zip Code)
This form relates to the This form relates to the
registration of a class of debt registration of a class of debt
securities and is effective upon securities and is to become
filing pursuant to General effective simultaneously with the
Instruction A(c)(1). / / effectiveness of a concurrent
registration statement under the
Securities Act of 1933 pursuant to
General Instruction A(c)(2). / /
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
Preferred Stock Purchase Rights New York
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Pacific
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Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On March 19, 1998, the Board of Directors of Air Products and
Chemicals, Inc. (the "Company") declared a dividend of one Right for each
outstanding share of Common Stock, par value $1.00 per share, of the Company
(the "Common Shares"). The Rights will be issued to the holders of record of
Common Shares outstanding at the close of business on March 19, 1998, and with
respect to Common Shares issued thereafter until the Distribution Date (as
defined below) and, in certain circumstances, with respect to Common Shares
issued after the Distribution Date. Each Right, when it becomes exercisable as
described below, will entitle the registered holder to purchase from the Company
one one-thousandth of a share of Series A Participating Cumulative Preferred
Stock, without par value, of the Company (the "Preferred Shares") at a price of
$345.00 (the "Purchase Price"). The description and terms of the Rights are set
forth in a Rights Agreement dated as of March 19, 1998 (the "Rights Agreement"),
between the Company and First Chicago Trust Company of New York, as Rights Agent
(the "Rights Agent").
Until the earlier of (i) such time as the Company learns that a person
or group (including any affiliate or associate of such person or group) has
acquired, or has obtained the right to acquire, beneficial ownership of more
than 15% of the outstanding Common Shares (such person or group being an
"Acquiring Person"), and (ii) the close of business on such date, if any, as may
be designated by the Board of Directors of the Company following the
commencement of, or first public disclosure of, an intent to commence, a tender
or exchange offer for outstanding Common Shares which could result in such
person or group becoming the beneficial owner of more than 15% of the
outstanding Common Shares (the earlier of such dates being called the
"Distribution Date"), the Rights will be evidenced by the certificates for
Common Shares registered in the names of the holders thereof (which certificates
for Common Shares shall also be deemed to be Right Certificates, as defined
below) and not by separate Right Certificates. Therefore, until the Distribution
Date, the Rights will be transferred with and only with the Common Shares.
As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be mailed to
holders of record of the Common Shares as of the close of business on the
Distribution Date (and to each initial record holder of certain Common Shares
originally issued after the Distribution Date), and such separate Right
Certificates alone will thereafter evidence the Rights.
The Rights are not exercisable until the Distribution Date and will
expire on March 19, 2008, (the "Expiration Date") unless (i) earlier redeemed by
the Company as described below or (ii) the Expiration Date is extended by the
Company.
The number of Preferred Shares or other securities issuable upon
exercise of a Right, the Purchase Price, the Redemption Price (as defined below)
and the number of Rights associated with each outstanding Common Share are all
subject to adjustment by the Board of Directors of the Company in the event of
any change in the Common Shares or the Preferred Shares, whether by reason of
stock dividends, stock splits, recapitalizations, mergers, consolidations,
combinations or exchanges of securities, split-ups, split-offs, spin-offs,
liquidations, other similar
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changes in capitalization, any distribution or issuance of cash, assets,
evidences of indebtedness or subscription rights, options or warrants to holders
of Common Shares or Preferred Shares, as the case may be (other than
distribution of the Rights or regular quarterly cash dividends) or otherwise.
The Preferred Shares are authorized to be issued in fractions that are
an integral multiple of one one-thousandth of a Preferred Share. The Company
may, but is not required to, issue fractions of shares upon the exercise of
Rights, and, in lieu of fractional shares, the Company may issue certificates or
utilize a depository arrangement as provided by the terms of the Preferred
Shares and, in the case of fractions other than one one-thousandth of a
Preferred Share or integral multiples thereof, may make a cash payment based on
the market price of such shares.
At such time there is an Acquiring Person, the Rights will entitle each
holder (other than such Acquiring Person (or any affiliate or associate of such
Acquiring Person)) of a Right to purchase, for the Purchase Price, that number
of one one-thousandths of a Preferred Share equivalent to the number of Common
Shares which at the time of such event would have a market value of twice the
Purchase Price.
In the event the Company is acquired in a merger or other business
combination by an Acquiring Person or an associate or affiliate of an Acquiring
Person that is a publicly traded corporation or 50% or more of the Company's
assets or assets representing 50% or more of the Company's revenues or cash flow
are sold, leased, exchanged or otherwise transferred (in one or more
transactions) to an Acquiring Person or an associate or affiliate of an
Acquiring Person that is a publicly traded corporation, each Right will entitle
its holder (subject to the next paragraph) to purchase, for the Purchase Price,
that number of common shares of such corporation which at the time of the
transaction would have a market value of twice the Purchase Price. In the event
the Company is acquired in a merger or other business combination by an
Acquiring Person or an associate or affiliate of an Acquiring Person that is not
a publicly traded entity or 50% or more of the Company's assets or assets
representing 50% or more of the Company's revenues or cash flow are sold,
leased, exchanged or otherwise transferred (in one or more transactions) to an
Acquiring Person or an associate or affiliate of an Acquiring Person that is not
a publicly traded entity, each Right will entitle its holder (subject to the
next paragraph) to purchase, for the Purchase Price, at such holder's option,
(i) that number of shares of the surviving corporation in the transaction with
such entity (which surviving corporation could be the Company) which at the time
of the transaction would have a book value of twice the Purchase Price, (ii)
that number of shares of such entity which at the time of the transaction would
have a book value of twice the Purchase Price or (iii) if such entity has an
affiliate which has publicly traded common shares, that number of common shares
of such affiliate which at the time of the transaction would have a market value
of twice the Purchase Price.
Any Rights that are at any time beneficially owned by an Acquiring
Person (or any affiliate or associate of an Acquiring Person) will be null and
void and nontransferable and any holder of any such Right (including any
purported transferee or subsequent holder) will be unable to exercise or
transfer any such Right.
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At any time prior to the earlier of (i) such time as a Person becomes
an Acquiring Person and (ii) the Expiration Date, the Board of Directors of the
Company may redeem the Rights in whole, but not in part, at a price (in cash or
Common Shares or other securities of the Company deemed by the Board of
Directors to be at least equivalent in value) of $.01 per Right, subject to
adjustment as provided in the Rights Agreement (the "Redemption Price").
Immediately upon the action of the Board of Directors of the Company
electing to redeem the Rights, and without any further action and without any
notice, the right to exercise the Rights will terminate and the only right of
the holders of Rights will be to receive the Redemption Price.
After there is an Acquiring Person, the Board of Directors may elect to
exchange each Right (other than Rights that shall have become null and void and
nontransferable as described above) for consideration per Right consisting of
one-half of the securities that would be issuable at such time upon the exercise
of one Right pursuant to the terms of the Rights Agreement.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends.
At any time prior to such time as there shall be an Acquiring Person,
the Company may, without the approval of any holder of the Rights, supplement or
amend any provision of the Rights Agreement (including the date on which the
Distribution Date shall occur, the time during which the Rights may be redeemed
or the terms of the Preferred Shares), except that no supplement or amendment
shall be made which reduces the Redemption Price (other than pursuant to certain
adjustments therein).
The Rights have certain antitakeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
without conditioning the offer on substantially all the Rights being acquired.
The Rights will not interfere with any merger with a third party approved by the
Board of Directors of the Company since the Board of Directors of the Company
may, at its option, at any time prior to any person becoming an Acquiring
Person, redeem all but not less than all of the then outstanding Rights at the
Redemption Price.
The Rights Agreement specifying the terms of the Rights, the Amended
and Restated Certificate of Designation of the Preferred Shares specifying the
terms of the Preferred Shares (Exhibit A to the Rights Agreement) and the form
of Right Certificate (Exhibit B to the Rights Agreement) are filed herewith as
exhibits. The foregoing description of the Rights does not purport to be
complete and is qualified in its entirety by reference to such exhibits, which
are incorporated herein by reference.
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ITEM 2. EXHIBITS
1. Rights Agreement dated as of March 19, 1998, between Air
Products and Chemicals, Inc. and First Chicago Trust Company
of New York, as Rights Agent
2. Form of Amended and Restated Certificate of the Voting Powers,
Preferences and Relative, Participating, Optional and other
Special Rights, Qualifications, Limitations or Restrictions of
Series A Participating Cumulative Preferred Stock of Air
Products and Chemicals, Inc. (which is attached as Exhibit A
to the Rights Agreement filed as Exhibit 1 hereto)
3. Form of Right Certificate (which is attached as Exhibit B to
the Rights Agreement filed as Exhibit 1 hereto)
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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: 19 March 1998 By: /s/ James H. Agger
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James H. Agger
Senior Vice President
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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EXHIBITS
To
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File No. 1-4534
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AIR PRODUCTS AND CHEMICALS, INC.
(Exact name of registrant as specified in its charter)
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INDEX TO EXHIBITS
Exhibit No. Title
1. Rights Agreement dated as of March 19, 1998, between Air Products and
Chemicals, Inc. and First Chicago Trust Company of New York, as Rights
Agent
2. Form of Amended and Restated Certificate of the Voting Powers,
Preferences and Relative, Participating, Optional and other Special
Rights, Qualifications, Limitations or Restrictions of Series A
Participating Cumulative Preferred Stock of Air Products and Chemicals,
Inc. (which is attached as Exhibit A to the Rights Agreement filed as
Exhibit 1 hereto)
3. Form of Right Certificate (which is attached as Exhibit B to the Rights
Agreement filed as Exhibit 1 hereto)