<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(Amendment No. 9)
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
<PAGE>
<PAGE> 1
This Amendment No. 9 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 4, 1995, Praxair issued the press release attached
hereto as Exhibit (a)(18). Praxair and the Purchaser have extended the
Offer until 5:00 p.m. New York City time on Friday, December 15, 1995. As
of 5:00 p.m. New York City time on Friday, December 1, 1995, approximately
1,633,119 shares had been tendered and not withdrawn.
Item 11. Material to be Filed as Exhibits.
Item 11 is hereby amended and supplemented by adding thereto the
following:
(a)(18) Text of press release dated December 4, 1995.
<PAGE>
<PAGE> 2
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 4, 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>
<PAGE> 1
INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
No. Description Pages
(a)(18) Text of press release dated December 4, 1995.
<PAGE> 1
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 TENDER OFFER,
IS IN NEGOTIATIONS FOR CONFIDENTIALITY AGREEMENT WITH CBI
DANBURY, Conn., December 4, 1995 -- Praxair, Inc. (NYSE: PX) announced
today that it is extending its tender offer for CBI Industries (NYSE: CBI)
at $32 net cash per share until 5:00 p.m. New York City time on Friday,
December 15, 1995. The offer had been scheduled to expire at midnight New
York City time on Monday, December 4, 1995. As of 5:00 p.m. New York City
time on Friday, December 1, 1995, 1,633,119 shares of CBI's outstanding
common shares had been tendered to Praxair under the terms of its offer.
Praxair also said that it is in negotiations with CBI regarding the terms
of a confidentiality agreement which, if finalized, would grant Praxair the
right to review certain non-public information concerning CBI on a
comparable basis to the access to such information being provided by CBI to
other third parties. There can be no assurances that such negotiations
will result in the execution and delivery of a confidentiality agreement
between Praxair and CBI.
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.
###
