CBI INDUSTRIES INC /DE/
SC 14D1/A, 1995-11-21
INDUSTRIAL INORGANIC CHEMICALS
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                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549



                               SCHEDULE 14D-1


   
                             (Amendment No. 6)
    


                           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. 6 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:

(b)      On November 21, 1995, Praxair received a request for additional
information from the FTC pursuant to the HSR Act.  Praxair is in the
process of complying with such request, and the initial 15-day waiting
period under the HSR Act has been extended.  The waiting period will expire
at 11:59 P.M., New York City time, on the tenth calendar day after the date
of substantial compliance by Praxair with such request.
    
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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 21, 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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