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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(Amendment No. 17)
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. 17 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 December 28, 1995, Praxair issued the press release attached
hereto as Exhibit (a)(35).
Item 11. Material to be Filed as Exhibits.
Item 11 is hereby amended and supplemented by adding thereto the
following:
(a)(35) Text of press release dated December 28, 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 29, 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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<PAGE> 1 INDEX TO EXHIBITS
Sequentially
Numbered
Exhibit No. Description Pages
(a)(35) Text of press release dated December 28, 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 AMENDS CASH TENDER OFFER TO $33 PER SHARE
DANBURY, Conn., December 28, 1995 -- Praxair, Inc. (NYSE: PX) today
announced that its cash tender offer for all the outstanding common shares
of CBI Industries, Inc. (NYSE: CBI) has been increased from $32 net per
share to $33 net per share, in accordance with the terms of the previously
announced merger agreement between Praxair and CBI. The tender offer is
scheduled to expire at midnight Eastern time on Thursday, January 11, 1996,
unless extended.
The complete terms and conditions of the offer are set forth in the "Offer
to Purchase" and the Supplement thereto dated December 28, 1995, copies of
which are available by contacting the Information Agent, Morrow & Co., Inc.
at 1-800-662-5200.
As of the close of business on December 27, 1995, 12,933,232 CBI shares had
been tendered and not withdrawn pursuant to the tender offer.
CS First Boston Corporation is the Dealer Manager for the tender offer.
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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