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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(Amendment No. 8)
Tender Offer Statement
(Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934)
CBI Industries, Inc.
(Name of Subject Company)
Praxair, Inc.
PX Acquisition Corp.
(Bidders)
Common Stock, $2.50 par value per share (and the associated Rights)
(Title of Class of Securities)
124800-10-3
(CUSIP Number of Class of Securities)
David H. Chaifetz
Vice President, General Counsel
and Secretary
Praxair, Inc.
39 Old Ridgebury Road
Danbury, Connecticut 06810-5113
(203) 837-2000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidder)
Copies to:
Neil T. Anderson, Esq.
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
(212) 558-4000
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This Amendment No. 8 amends and supplements the Tender Offer
Statement on Schedule 14D-1, as amended (the "Schedule 14D-1"), originally
filed by Praxair, Inc., a Delaware corporation ("Praxair"), and PX
Acquisition Corp., a Delaware corporation (the "Purchaser"), on November 3,
1995 relating to the tender offer disclosed therein to purchase all of the
outstanding Shares (including any associated Rights) upon the terms and
subject to the conditions set forth in the Offer to Purchase, dated
November 3, 1995, and the related Letter of Transmittal. Capitalized terms
used and not defined herein shall have the meanings set forth in the
Schedule 14D-1.
ITEM 10. ADDITIONAL INFORMATION
Item 10 is hereby amended and supplemented by adding thereto the
following:
(f) On November 27, 1995, the letter attached hereto as Exhibit
(a)(16) was sent by Mr. Neil T. Anderson to Mr. Richard D. Katcher.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented by adding thereto the
following:
(a)(16) Text of letter to Richard D. Katcher, dated November 27, 1995.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Dated: November 28, 1995
PRAXAIR, INC.
By: /s/ David H. Chaifetz
Name: David H. Chaifetz
Title: Vice President, General
Counsel and Secretary
PX ACQUISITION CORP.
By: /s/ David H. Chaifetz
Name: David H. Chaifetz
Title: President-Secretary
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INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
No. Description Pages
(a)(17) Text of letter to Richard D. Katcher, dated
November 27, 1995.
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SULLIVAN & CROMWELL
125 BROAD STREET
NEW YORK, NEW YORK 10004
(212) 558-4000
FACSIMILE: (212) 558-3588
November 27, 1995
Richard D. Katcher, Esq.,
Wachtell, Lipton, Rosen & Katz,
51 West 52nd Street,
New York, New York 10019.
Re: CBI Confidentiality Agreement
Dear Dick:
I am in receipt of your letter dated November 24, 1995. For
the reasons set forth in my November 21 letter, the standstill provisions
you are proposing remain unacceptable to Praxair even if the standstill
period were to be reduced to six months as you suggest. Among other
things, the suggested standstill provisions would require Praxair to
terminate its current tender offer and take no other direct or indirect
actions in furtherance of the acquisition of CBI until the end of the
standstill period.
However, in the interest of promptly reaching an agreement
whereby Praxair could have access to information and persons within CBI on
a basis comparable to the access being provided to other parties, Praxair
would be prepared to sign a confidentiality agreement with CBI similar to
the mark-up we previously sent you which would also contain a prohibition
on Praxair acquiring any shares of CBI pursuant to its tender offer or
otherwise at any time prior to January 1, 1996, subject to early
termination of such prohibition in the event CBI were to enter into any
definitive agreement with any party, including Praxair, with respect to an
extraordinary transaction. Praxair's proposal would give CBI a period in
excess of two months from the date Praxair publicly proposed to acquire CBI
to explore alternatives to maximize shareholder value, which we feel is
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a more than adequate period of time, particularly since CBI has already
been "actively engaged" in such explorations.
I will call you tomorrow morning to discuss this matter
further. If Praxair's proposal is acceptable, we would like to finalize
and sign the confidentiality agreement tomorrow in order that access to
confidential information and persons within CBI can commence promptly.
Sincerely,
Neil T. Anderson
