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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(Amendment No. 14)
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. 14 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 22, 1995, Praxair issued the press release attached
hereto as Exhibit (a)(23).
Item 11. Material to be Filed as Exhibits.
Item 11 is hereby amended and supplemented by adding thereto the
following:
(a)(23) Text of press release dated December 22, 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 22, 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<PAGE>
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INDEX TO EXHIBITS
Sequentially
Numbered
Exhibit No. Description Pages
(a)(23) Text of press release dated December 22, 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 EXTENDS DEADLINE ON EXPEDITED MERGER OFFER
DANBURY, Conn., December 22, 1995 -- Praxair, Inc. (NYSE: PX) announced
this morning that, at the request of the board of directors of CBI
Industries, Inc. (NYSE: CBI), it has extended the deadline for its proposed
expedited merger agreement at $33.00 per share with CBI until 1:00 p.m.
Eastern time today, Friday, December 22.
The original deadline for the companies to reach agreement was 5 p.m.,
E.S.T., Thursday, December 21.
To expedite a merger agreement, Praxair offered on Tuesday, December 19, to
buy all outstanding common shares of CBI for $33.00 per share. This is an
increase of $1.00 per share over Praxair's current tender offer of $32.00
per share for CBI's outstanding shares. The tender offer expires at 5 p.m.
E.S.T. on Tuesday, January 16.
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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