<PAGE> COVER PAGE
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(Amendment No. 3)
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. 3 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 3 Past Contacts, Transactions or Negotiations with the Subject Company.
Item 3 is hereby amended and supplemented by adding thereto the
following:
On November 16, 1995, the letter attached hereto as Exhibit (a)(13)
was sent by David H. Chaifetz to Mr. Charles O. Zeimer and LaSalle
National Trust, N.A.
Item 11. Material to be Filed as Exhibits.
Item 11 is hereby amended and supplemented by adding thereto the
following:
(a)(11) Text of press release dated November 16, 1995.
(a)(12) Text of letter to Oppenheimer, Wolff & Donnelly dated November
16, 1995.
(a)(12) Text of letter to Mr. Charles O. Zeimer and LaSalle National Trust,
N.A. dated November 16, 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 16, 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 EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Numbered
Exhibit Pages
No. Description
<C> <S> <C>
(a)(11) Text of press release dated November 16, 1995.
(a)(12) Text of letter to Oppenheimer, Wolff & Donnelly dated November 16, 1995.
(a)(13) Text of letter to Mr. Charles O. Zeimer and LaSalle National Trust,
N.A. dated November 16, 1995.
</TABLE>
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CONTACTS:
Thomas M. Daly,Jr. Nigel D. Muir For Investors
Roy Winnick Praxair, Inc. Scott S. Cunningham
Kekst and Company 203-837-2240 Praxair, Inc.
215-593-2655 203-837-2073
FOR IMMEDIATE RELEASE
PRAXAIR RESPONDS TO CBI ACTION
DANBURY, CT, NOVEMBER 16, 1995 - Praxair, Inc. (NYSE: PX) said today that
it is disappointed by the decision of the Board of Directors of CBI
Industries, Inc. (NYSE: CBI) to reject its $32.00 per share all-cash offer
for CBI.
Praxair said it had not yet seen the text of CBI's formal filing with
the Securities and Exchange Commission. Praxair noted that CBI said it has
entered into confidentiality agreements with third parties, and that Praxair
will demand that CBI provide it with any information made available to such
third parties, on a comparable basis, so as to establish and maintain a
level playing field for Praxair.
H. William Lichtenberger, Praxair's chairman and chief executive officer,
said: "Our $32 per share all-cash offer for CBI represents a highly
attractive opportunity for the shareholders of both Praxair and CBI, and
for the future of the combined company. We are proceeding with our 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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Sullivan & Cromwell
125 Broad Street
New York, NY 10004
Telephone: (212) 558-4000
Facsimile: (212) 558-3588
November 16, 1995
Gregory K. Brown, Esq.,
Oppenheimer, Wolff & Donnelly,
180 North Stetson Avenue,
Chicago, Illinois 60601.
Re: CBI Industries, Inc.
Dear Greg:
This letter responds to inquiries of your client, LaSalle
National Trust, N.A., in its capacity as Trustee (the "Trustee") of the CBI
Salaried Employee Stock Ownership Plan (1987) (the "ESOP"), as to how it
may tender, pursuant to the Offer (as defined below), shares of Common
Stock, par value $2.50 per share (the "Common Shares"), of CBI Industries,
Inc., a Delaware Corporation ("CBI"), beneficially owned by it through its
ownership of shares of $2.27 Convertible Voting Preferred Stock, Series C,
par value $1.00 per share, of CBI (the "Preferred Shares"), without first
converting such Preferred Shares into Common Shares. Your client has
expressed concern that there exists the possibility that subsequent to its
conversion of its Preferred Shares into Common Shares for purposes of
accepting the Offer, the Purchaser (as defined below) would not accept
Common Shares for payment because certain conditions to the Offer were not
satisfied.
This letter summarizes certain procedures pursuant to which
LaSalle National Trust would be able to tender Common Shares beneficially
owned by it through its ownership of the Preferred Shares, without having
to convert its Preferred Shares into Common Shares prior to being advised
that Common Shares were being accepted for payment pursuant to the Offer.
Such summary does not purport to be complete, and you are referred to the
procedures for the tender of Common Shares set forth in detail in the Offer
to Purchase dated November 3, 1995 (the "Offer to Purchase") by PX
Acquisition Corp., a Delaware corporation (the "Purchaser"),
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which is a wholly owned subsidiary of Praxair, Inc., a Delaware
corporation, for cash all of the outstanding Common Shares (and Rights (as
defined in the Offer to Purchase), if applicable), and the related Letter
of Transmittal (which, together with the Offer to Purchase and any
amendments or supplements thereto, collectively constitute the "Offer").
Your client may tender Common Shares beneficially owned by it,
without first having converted its Preferred Shares and thus obtained
certificates for the Common Shares, by properly completing and duly
executing the Notice of Guaranteed Delivery pursuant to the guaranteed
delivery procedures set forth in Section 2 of the Offer to Purchase. By
delivering such Notice of Guaranteed Delivery on or shortly prior to the
Expiration Date, your client can properly tender its Common Shares prior to
conversion and would only have to convert such Shares after determining
that the Purchaser was accepting Common Shares for payment pursuant to the
Offer.
Paragraph 4(d) of the Certificate of Designations for the
Preferred Shares (the "Certificate of Designations") should enable your
client to comply with the requirement that certificates, or in the case of
book-entry transfer, Book-Entry Confirmation (as defined in the Offer to
Purchase), for the tendered Common Shares be received within the time
period required by the guaranteed delivery procedures. Paragraph 4(d)
essentially states that CBI will, as soon as practicable after the proper
deposit of certificates for Preferred Shares for conversion pursuant to
Certificate of Designations, deliver, at the office of the Transfer Agent
for the Preferred Shares, certificates for the Common Shares into which the
deposited Preferred Shares are convertible. Pursuant to Section 2 of the
Offer to Purchase, the Purchaser has reserved the absolute right to waive
any defect or irregularity in the tender of any Common Shares or Rights of
any particular stockholder whether or not similar defects or irregularities
are waived in the case of other stockholders. Please be advised that the
Purchaser would waive the requirement for delivery of the certificates for
Common Shares by the Trustee within the specified period of time if such
delivery were delayed by the inability of the Trustee to obtain such
certificates from CBI in a timely fashion after effecting conversion.
Thus, by tendering its Preferred Shares on or shortly before
the Expiration Date under the above described
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guaranteed delivery procedures, LaSalle National Trust can properly tender
its Common Shares pursuant to the requirements of the Offer, while
preserving its option of not converting its Preferred Shares if the
Purchaser does not accept tendered Common Shares for payment because
certain conditions to the Offer are not satisfied and/or if the Purchaser
extends the Expiration Date for the Offer.
Please call me at (212) 558-3653 with any questions concerning
this matter or if I otherwise can be of further assistance.
Very truly yours,
/s/ Neil T. Anderson
Neil T. Anderson
cc: David H. Chaifetz
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November 16, 1995
Mr. Charles O. Zeimer,
CBI Industries, Inc.,
800 Jorie Boulevard,
Oak Brook, Illinois 60521-2268.
LaSalle National Trust, N.A.,
135 South LaSalle Street,
Chicago, Illinois 60603.
Re: The CBI Salaried Employee Stock
Ownership Plan (1987)
_______________________________
Gentlemen:
According to disclosures in the most recent Proxy Statement,
dated May 14, 1995, of CBI Industries, Inc., LaSalle National Trust, N.A.
(in its capacity as Trustee of CBI's Salaried Employee Stock Ownership Plan
(1987) (the "ESOP")) has "sole power to dispose" of all 7,063,258 shares
held in the ESOP. Notwithstanding such disclosures by CBI, Amendment No.
5, dated February 13, 1995, to the Trustee's Schedule 13G filed with the
Securities and Exchange Commission disclosed for the first time, without
further explanation, that the Trustee had sole power to dispose of only the
4,032,059.466 unallocated shares held in the ESOP. Earlier amendments to
such Schedule 13G had disclosed that the Trustee had the sole power to
dispose of all of the shares held in the ESOP. There appears to be no
explanation for the change in such disclosure by the Trustee or for the
conflicting disclosure between CBI's 1995 Proxy Statement and such 1995
amended Schedule 13G.
Furthermore, we were surprised to be informed on Tuesday that
the Trustee intends to seek instructions from
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ESOP participants as to whether or not to tender shares held in the ESOP,
including instructions with respect to the unallocated shares, pursuant to
Praxair's $32 per share cash tender offer.
In light of the confusing and conflicting disclosures regarding
the Trustee's power to dispose of the ESOP shares, we would greatly
appreciate if you would clarify for us the basis (i) on which the Trustee
intends to determine whether or not to dispose of allocated and unallocated
shares held in the ESOP pursuant to our tender offer, (ii) for the past
public disclosures by CBI and the Trustee that the Trustee had sole power
to dispose of all of the shares held in the ESOP, and (iii) for the 1995
change in such disclosures by the Trustee limiting to the unallocated
shares such power to dispose.
Also, since the ESOP does not appear to have been filed as a
public document, we would appreciate receiving a copy for our review, since
we believe such document is material to the investing public.
Sincerely,
/s/ David H. Chaifetz
David H. Chaifetz
cc: Neil T. Anderson, Esq.
(Sullivan & Cromwell)
Gregory K. Brown, Esq.
(Oppenheimer, Wolff & Donnelly)
