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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(Amendment No. 13)
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. 13 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 3. Past Contacts, Transactions or Negotiations with the Subject Company.
Item 3 is hereby amended and supplemented by adding thereto the
following:
(b) On December 19, 1995, the letter contained in the press release
attached hereto as Exhibit (a)(22) was sent by Mr. H. William
Lichtenberger to Mr. John E. Jones. Mr. Lichtenberger also
telephoned Mr. Jones to discuss the matters contained in said letter.
Item 11. Material to be Filed as Exhibits.
Item 11 is hereby amended and supplemented by adding thereto the
following:
(a)(22) Text of press release dated December 19, 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: December 19, 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
Numbered
Exhibit No. Description Pages
(a)(22) Text of press release dated December 19, 1995.
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CONTACTS:
Thomas M. Daly, Jr. Nigel D. Muir Investor Relations
Roy Winnick Praxair, Inc. Scott S. Cunningham
Kekst and Company 203-837-2240 Praxair, Inc.
212-593-2655 203-837-2073
PRAXAIR PROPOSES EXPEDITED MERGER WITH CBI INDUSTRIES
DANBURY, Conn., December 19, 1995 -- Praxair, Inc. (NYSE: PX) announced
today that it has made a proposal to CBI Industries, Inc. (NYSE: CBI) to
expedite a negotiated merger agreement by Thursday, December 21, 1995.
Praxair said that in order to complete an agreement quickly, it has offered
to buy all outstanding shares of CBI for $33.00 per share. This offer
represents a $1.00 per share increase over its current tender offer of
$32.00 per share. However, Praxair said that if CBI's Board of Directors
did not accept its proposal and sign a merger agreement by 5:00 p.m.
Eastern time on Thursday, December 21, 1995, it would withdraw the offer
and continue with its $32.00 per share tender offer.
In a letter today from H. William Lichtenberger, Praxair's chairman and
chief executive officer, to John E. Jones, chairman, president and chief
executive officer of CBI, Mr. Lichtenberger said that Praxair believes "the
underlying values for the business and operations of CBI can best be
preserved if this matter is resolved without any further significant
delay."
Praxair's tender offer of $32.00 per share for all outstanding common
shares of CBI expires at 5:00 p.m. Eastern time on Tuesday, January 16,
1996.
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The full text of the letter follows:
December 19, 1995
Mr. John E. Jones
Chairman, President and
Chief Executive Officer
CBI Industries, Inc.
800 Jorie Boulevard
Oak Brook, Illinois 60522-7001
Dear John:
As I indicated to you during our telephone conversation this morning,
Praxair is prepared to increase its offer to acquire CBI Industries to $33
a share subject to the Board of Directors of CBI accepting such proposal
and CBI and Praxair entering into a mutually satisfactory merger agreement
by 5:00 p.m., Thursday, December 21, 1995.
Praxair is communicating this proposal to you at this time in the
interest of bringing this matter to a prompt and satisfactory conclusion.
We think that the underlying values for the businesses and operations of
CBI can best be preserved if this matter is resolved without any further
significant delay.
We understand that your Board of Directors will want to carefully
consider our proposal and obtain the opinion of its investment bankers as
to the fairness of the proposed price of $33 per share. However, as you
can appreciate, with a proposal of this sort time is of the essence.
Therefore, if our proposal is not accepted by the deadline set forth above,
it will be withdrawn, in which case Praxair would intend to continue with
its tender offer for shares of CBI at $32 per share. Furthermore, you
should appreciate that Praxair reserves the right in the future to reduce
the price it is offering in its tender offer if the businesses and
operations of CBI are impaired as a result of any prolonged delay in the
resolution of this matter.
I continue to be hopeful that you and your board of directors will
accept our offer, and we look forward to receiving your prompt response.
Sincerely,
H. William Lichtenberger
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Praxair is the largest industrial gases company in North and South America,
and one of the largest worldwide, with 1994 sales of $2.7 billion. The
company produces, sells and distributes atmospheric, process and specialty
gases, and high-performance surface coatings. Praxair is a leader in the
commercialization of new technologies that bring productivity and
environmental benefits to a diverse group of industries.
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