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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(Amendment No. 1)
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. 1 amends and supplements the Tender Offer
Statement on Schedule 14D-1 (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 11. Material to be Filed as Exhibits.
Item 11 is hereby amended and supplemented by adding thereto the
following:
(a)(10) Text of press release dated November 7, 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: November 7, 1995
PRAXAIR, INC.
By: /s/ David H. Chaifetz
Name: David H. Chaifetz
Title: Vice President, General
Counsel and Secretary
PRAXAIR ACQUISITION CORP.
By: /s/ David H. Chaifetz
Name: David H. Chaifetz
Title: President-Secretary
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INDEX TO EXHIBIT
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Sequentially
Numbered
Exhibit No. Description Pages
(a)(10) Text of press release dated November 7, 1995.
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EXHIBIT (a)(10)
PRAXAIR OBTAINS FINANCING COMMITMENTS FOR ITS
CBI TENDER OFFER
DANBURY, Conn., November 7, 1995 -- Praxair, Inc. (NYSE: PX) today
announced that it has obtained financing commitments totaling $1.5 billion
to fund its $32 per share cash tender offer to shareholders of CBI
Industries, Inc. (NYSE: CBI).
Praxair is confident that the final loan documentation will be
in place prior to the expiration of its tender offer. Upon completion of
this documentation, the financing condition to the offer would be satisfied.
Commitments of $500 million each have been received from three
major banks with whom Praxair has had long-standing relationships: Morgan
Guaranty Trust Company of New York, Chemical Bank and Credit Suisse. These
commitments are part of a larger revolving credit facility being syndicated
by affiliates of the three banks on customary terms and conditions.
Praxair's tender offer commenced on November 3 and is scheduled
to expire at midnight (EST) on Monday, December 4, 1995, unless extended.
Praxair, Inc. is the largest industrial gases supplier 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.
