|
Transaction
Valuation*
|
Amount
of Filing Fee**
|
|
|
$4,963,777,380.00
|
$353,917.33
|
|
|
*
|
Estimated
for purposes of calculating the amount of filing fee only. Transaction
value derived by multiplying 82,729,623 (number of shares of common stock
of subject company (which represents the number of shares issued and
outstanding as of February 3, 2010, as reported in the subject
company’s Quarterly Report on Form 10-Q filed on February 8,
2010) by $60.00 (the purchase price per share offered by
Offeror).
|
|
**
|
The
filing fee was calculated in accordance with Rule 0-11 under the
Securities Exchange Act of 1934 and Fee Rate Advisory #4 for fiscal year
2010, issued December 17, 2009, by multiplying the transaction value
by .00007130.
|
|
þ
|
Check
box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its
filing.
|
|
Amount
Previously Paid:
|
$353,917.33
|
Filing
Party:
|
Air
Products Distribution, Inc./Air Products and Chemicals,
Inc.
|
|
Form
or Registration No.:
|
Schedule
TO
|
Date
Filed:
|
February
11, 2010
|
|
¨
|
Check
the box if the filing relates solely to preliminary communications made
before the commencement of a tender
offer.
|
|
AIR
PRODUCTS AND CHEMICALS, INC.
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||||
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By:
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/s/ John D. Stanley | |||
|
Name:
|
John D. Stanley | |||
|
Title:
|
Senior Vice President and General Counsel | |||
|
AIR
PRODUCTS DISTRIBUTION, INC.
|
||||
|
By:
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/s/ John D. Stanley | |||
|
Name:
|
John D. Stanley | |||
|
Title:
|
Secretary | |||
|
Index
No.
|
||
|
(a)(1)(i)
|
Offer
to Purchase dated February 11, 2010.*
|
|
|
(a)(1)(ii)
|
Form
of Letter of Transmittal.*
|
|
|
(a)(1)(iii)
|
Form
of Notice of Guaranteed Delivery.*
|
|
|
(a)(1)(iv)
|
Form
of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.*
|
|
|
(a)(1)(v)
|
Form
of Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.*
|
|
|
(a)(1)(vi)
|
Guidelines
for Certification of Taxpayer Identification Number on Substitute
Form W-9.*
|
|
|
(a)(1)(vii)
|
Form
of summary advertisement dated February 11, 2010.*
|
|
|
(a)(5)(i)
|
Text
of press release issued by Air Products, dated February 5,
2010.*
|
|
|
(a)(5)(ii)
|
Text
of press release issued by Air Products, dated February 11,
2010.*
|
|
|
(a)(5)(iii)
|
Text
of message from John McGlade, dated February 12, 2010 (incorporated by
reference to the Schedule 14A filed with the SEC by Air Products and
Chemicals, Inc. and Air Products Distribution, Inc. on February 12,
2010).*
|
|
|
(a)(5)(iv)
|
Transcript
of John McGlade and Paul Huck’s presentation at the Barclays 2nd Annual
Industrial Select Conference, dated February 17, 2010 (incorporated by
reference to the Schedule 14A filed with the SEC by Air Products and
Chemicals, Inc. and Air Products Distribution, Inc. on February 18,
2010).*
|
|
|
(a)(5)(v)
|
Text
of press release issued by Air Products, dated February 22, 2010
(incorporated by reference to the Schedule 14A filed with the SEC by Air
Products and Chemicals, Inc. and Air Products Distribution, Inc. on
February 22, 2010).*
|
|
|
(a)(5)(vi)
|
Presentation
of Paul Huck at the Morgan Stanley Global Basic Materials Conference,
dated February 25, 2010 (incorporated by reference to the Schedule 14A
filed with the SEC by Air Products and Chemicals, Inc. and Air Products
Distribution, Inc. on February 25, 2010).*
|
|
|
(a)(5)(vii)
|
Transcript
of Paul Huck’s presentation at the Morgan Stanley Global Basic Materials
Conference, dated February 25, 2010 (incorporated by reference to the
Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and
Air Products Distribution, Inc. on March 2, 2010).*
|
|
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(a)(5)(viii)
|
Text
of message from John McGlade, dated March 5, 2010 (incorporated by
reference to the Schedule 14A filed with the SEC by Air Products and
Chemicals, Inc. and Air Products Distribution, Inc. on March 5,
2010).*
|
|
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(a)(5)(ix)
|
Text
of press release issued by Air Products, dated March 5, 2010 (incorporated
by reference to the Schedule 14A filed with the SEC by Air Products and
Chemicals, Inc. and Air Products Distribution, Inc. on March 5,
2010).*
|
|
|
(a)(5)(x)
|
Text
of press release issued by Air Products, dated April 1,
2010.*
|
|
|
(a)(5)(xi)
|
Text
of message from John McGlade, dated April 6, 2010 (incorporated by
reference to the Schedule 14A filed with the SEC by Air Products and
Chemicals, Inc. and Air Products Distribution, Inc. on April 6,
2010).
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|
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(b)(1)
|
Commitment
letter described in Section 10, “Source and Amount of Funds” of the
Offer to Purchase.*
|
|
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(b)(2)
|
Amended
and Restated Commitment Letter dated March 3, 2010 among Air Products and
Chemicals, Inc., JPMorgan Chase Bank, N.A. and J.P. Morgan Securities
Inc.*
|
|
|
(b)(3)
|
Accession
Letter dated March 3, 2010 among Air Products and Chemicals, Inc., The
Royal Bank of Scotland plc and RBS Securities Inc.*
|
|
|
(b)(4)
|
Accession Letter dated March 3, 2010 among
Air Products and Chemicals, Inc., Deutsche Bank AG Cayman Island Branch
and Deutsche Bank Securities Inc.*
|
|
|
(b)(5)
|
Accession
Letter dated March 3, 2010 among Air Products and Chemicals, Inc., BNP
Paribas and BNP Paribas Securities Corp.*
|
|
|
(b)(6)
|
Accession
Letter dated March 3, 2010 among Air Products and Chemicals, Inc., HSBC
Securities (USA) Inc. and HSBC Bank USA, N.A.*
|
|
|
(b)(7)
|
Accession
Letter dated March 3, 2010 between Air Products and Chemicals, Inc. and
The Bank of Tokyo-Mitsubishi UFJ, Ltd.*
|
|
|
(b)(8)
|
Credit
Agreement dated March 31, 2010 among Air Products and Chemicals,
Inc., the lenders parties thereto and JPMorgan Chase Bank, N.A., as
administrative agent.*
|
|
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(d)
|
Not
applicable.
|
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(g)
|
Not
applicable.
|
|
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(h)
|
Not
applicable.
|