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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(Amendment No. 4)
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. 4 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 17, 1995, the letter contained in the press release
attached hereto as Exhibit (a)(14) was sent by Mr. H. William
Lichtenberger to Mr. John E. Jones.
Item 11. Material to be Filed as Exhibits.
Item 11 is hereby amended and supplemented by adding thereto the
following:
(a)(14) Text of press release dated November 17, 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 17, 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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INDEX TO EXHIBITS
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Sequentially
Numbered
Exhibit No. Description Pages
(a)(14) Text of press release dated November 17, 1995.
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EXHIBIT (a)(14)
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
DANBURY, Conn., November 17, 1995 -- Praxair, Inc. (NYSE: PX) said today
that it had sent the attached letter to Mr. John E. Jones, Chairman,
President and Chief Executive Officer of CBI Industries, Inc. (NYSE: CBI):
Mr. John E. Jones
Chairman, President
and Chief Executive Officer
CBI Industries, Inc.
800 Jorie Boulevard
Oak Brook, Illinois 60521-2268
Dear John:
As CBI Industries, Inc. ("CBI") indicated in its Solicitation/Recommen-
dation Statement on Schedule 14D-9, dated November 16, 1995, CBI is
actively exploring alternatives to maximize stockholder value. In that
regard, CBI has (i) entered into agreements concerning the furnishing
of confidential information to other parties, (ii) responded to due
diligence inquiries and (iii) had preliminary discussions with other
parties regarding such other parties' potential interest in entering into,
among other things, an extraordinary transaction with CBI.
As stated in my letter to you, dated October 27, 1995, our offer to acquire
CBI at $32 per share is based on publicly available information. We object
strongly to the provision by CBI of non-public information relating to CBI
or any of its subsidiaries and access to any individuals within CBI or any
of its subsidiaries to any other party interested in the purchase of or a
business combination with CBI without the contemporaneous provision of such
information and access to Praxair, Inc. ("Praxair").
We believe that in connection with any discussions regarding the possible
sale of CBI, it is the fiduciary duty of the CBI Board of Directors to
maximize the value of CBI for its stockholders. We additionally believe
that to do so (and to properly discharge such fiduciary duty) the CBI Board
of Directors must, among other things, ensure that all interested parties
are placed on a "level playing field" with regard to non-public information
and access to individuals. In this regard, Praxair is prepared to
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promptly enter into a standard confidentiality agreement, which agreement
would not, of course, contain any inappropriate provisions restricting our
ability to make offers to or otherwise communicate with CBI or its
stockholders.
In addition, we are amending our complaint in Delaware to require that CBI
maintain a "level playing field" and provide non-public information and
access to individuals on a comparable and contemporaneous basis.
Please provide to us such a confidentiality agreement and, subsequent to
the execution thereof, any non-public information and access to individuals
which have already been provided to other interested parties.
Additionally, please implement proper procedures to ensure that Praxair
receives at least contemporaneously all such non-public information and
access to individuals provided to other interested parties in the future.
Very truly yours,
H. William Lichtenberger
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.
