<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(Amendment No. 19 -- FINAL AMENDMENT)
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
CUSIP No. 124800103
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Praxair, Inc.
(06-1249050)
2. Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
3. SEC Use Only
4. Sources of Funds
WC, BK
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(e) or 2(f) [ ]
6. Citizenship or Place of Organization
Delaware
7. Aggregate Amount Beneficially Owned by Each Reporting Person
Indirectly through PX Acquisition Corp., its wholly-owned subsidiary:
40,942,814 shares of Common Stock (including approximately 8,131,792
shares subject to guarantee of delivery)
8. Check if the Aggregate Amount in Row (7) Excludes Certain Shares [ ]
9. Percent of Class Represented by Amount in Row (7)
90.7% of Common Stock
10. Type of Reporting Person
CO
<PAGE>
<PAGE> 2
CUSIP No. 759458102
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
PX Acquisition Corp.
2. Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
3. SEC Use Only
4. Sources of Funds
AF
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f) [ ]
6. Citizenship or Place of Organization
Delaware
7. Aggregate Amount Beneficially Owned by Each Reporting Person
Directly: 40,863,614 shares of Common Stock (including approximately
8,131,792 shares subject to guarantee of delivery)
8. Check if the Aggregate Amount in Row (7) Excludes Certain Shares [ ]
9. Percent of Class Represented by Amount in Row (7)
90.5% of Common Stock
10. Type of Reporting Person
CO
<PAGE>
<PAGE> 3
This Amendment No. 19--Final Amendment 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 6. Interest in Securities of the Subject Company.
Item 6 is hereby amended and supplemented by adding thereto the
following:
(a)-(b) The Offer expired at 12:00 midnight, New York City time, on
Thursday, January 11, 1996. Based on information provided by the Depositary,
there were validly tendered and not withdrawn 40,863,514 Shares (including
8,131,792 Shares tendered by means of guaranteed delivery), or approximately
90% of the issued and outstanding Shares. On January 12, 1996, Praxair issued
the press release attached hereto as Exhibit (a)(38).
Item 11. Material to be Filed as Exhibits.
Item 11 is hereby amended and supplemented by adding thereto the
following:
(a)(38) Text of press release dated January 12, 1996.
<PAGE>
<PAGE> 4
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: January 12, 1996
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)(38) Text of press release dated January 12, 1996.
<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 COMPLETES TENDER OFFER FOR CBI INDUSTRIES, INC.
DANBURY, Conn., January 12, 1996 -- Praxair, Inc. (NYSE: PX) said today
that it has completed its tender offer for all the outstanding common
shares of CBI Industries, Inc. (NYSE: CBI) at $33 net per share. The offer
expired, as scheduled, at midnight Eastern time on Thursday, January 11,
1996.
As of the termination of the offer, based on a preliminary count from the
Depositary, the Bank of New York, approximately 40, 863,514 CBI shares had
been tendered and accepted for payment. This includes approximately
8,131,792 shares tendered pursuant to guarantees of delivery that have not
yet been delivered. These tendered shares, together with the 79,300 shares
of CBI common stock that Praxair currently owns, represent approximately 90
percent of the outstanding shares of CBI common stock.
H. William Lichtenberger, Praxair's chairman and chief executive officer,
said, "With the successful completion of this tender offer, we will now
move quickly to realize the full potential of the combined businesses."
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.
CBI Industries, Inc., with 1994 sales of $1.9 billion, has subsidiaries
operating throughout the world producing and distributing carbon dioxide
and industrial gases; designing, engineering, fabricating and erecting
metal plate structures and executing other contracting services; and
providing oil and refined petroleum product storage and blending
facilities.
###
