<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(Amendment No. 18)
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> 2
This Amendment No. 18 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:
(c) The Commissioners of the FTC have voted to accept the consent
agreement between Praxair and the FTC. Details are contained in the FTC
press release attached hereto as Exhibit (a)(36) and Praxair's press
release attached hereto as Exhibit (a)(37).
Item 11. Material to be Filed as Exhibits.
Item 11 is hereby amended and supplemented by adding thereto the
following:
(a)(36) Text of FTC press release dated January 11, 1996.
(a)(37) Text of Praxair press release dated January 11, 1996.
<PAGE>
<PAGE> 3
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 11, 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
Numbered
Exhibit No. Description Pages
(a)(36) Text of Federal Trade Commission press release dated
January 11, 1996.
(a)(37) Text of Praxair press release dated January 11, 1996.
<PAGE> 1
FTC news
Federal Trade Commission Washington, D.C. 20580 (202) 326-2180
FOR RELEASE: JANUARY 11, 1996
PRAXAIR TO SETTLE FTC CHARGES OVER CBI ACQUISITION;
WILL DIVEST FOUR CBI PLANTS TO RESTORE COMPETITION
Praxair, Inc. has agreed to divest four atmospheric gases production
plants to settle Federal Trade Commission charges that its $2 billion
acquisition of CBI Industries, Inc. would violate federal antitrust laws,
reduce competition and raise prices in the market for atmospheric gases
produced off-site for industrial customers in several areas of the country.
Praxair, based in Danbury, Connecticut, is the largest supplier of
industrial gases, including atmospheric gases, in America, and the third
largest supplier worldwide. CBI, which competes with Praxair, is
headquartered in Oak Brook, Illinois.
The products at issue in the case are "merchant" atmospheric gases --
nitrogen, oxygen and argon -- supplied to customers via tanker truck or in
cylinders (as opposed to atmospheric gases produced for customers on-site
or near their production facilities.) Merchant nitrogen is used in
industrial applications such as heat treating, chemical blanketing and
freezing. Merchant oxygen is used in foundries, steel and glass production
and for medical purposes. Merchant argon is primarily used for welding.
There are no adequate substitutes for any of the three gases, the FTC
alleged.
According to the FTC complaint detailing the charges, the acquisition
would reduce competition in the merchant oxygen and nitrogen markets in
both northern and southern California, and also would reduce competition
for merchant nitrogen, oxygen and argon in eastern Connecticut and western
Wisconsin/southeastern Minnesota. Entry by a new firm in those markets
would be time consuming, costly and unlikely, the complaint say. Thus, the
proposed acquisition would violate federal antitrust laws in those areas
by:
-- eliminating direct competition between Praxair and CBI;
-- enhancing the likelihood of collusion or other anticompetitive
practices among the remaining competitors in California;
-more-
<PAGE>
<PAGE> 2
(Praxair--1/11/96)
-- eliminating competition between the two closest competitors in
eastern Connecticut and the two closest competitors in western
Wisconsin and southeastern Minnesota;
-- increasing the likelihood that Praxair would unilaterally exercise
market power in eastern Connecticut, western Wisconsin and
southeastern Minnesota; and
-- increasing the likelihood that prices for the gases would increase
in those geographic areas.
The proposed consent agreement to settle the charges and restore
competition would require Praxair to divest, individually or in some
combination, CBI's atmospheric gas production facilities in Vacaville and
Irwindale, California; Bozrah, Connecticut; and Madison, Wisconsin. The
proposed divestitures would have to be completed within 12 months from the
date the order becomes final. If Praxair were to fail to divest the assets
within the specified time frame, the Commission could appoint a trustee to
divest the four plants.
To remedy any anticompetitive effects of the acquisition pending
divestiture, Praxair must maintain the four CBI production facilities as
viable, independent competitors of Praxair's nearby plants. Accordingly,
Praxair has agreed to hold the plants separate from its other businesses
and take steps to assure that no confidential information is exchanged
between the plants and those other businesses.
The Commission vote to accept the proposed consent agreement for
public comment was 5-0. The proposed consent agreement will be published
in the Federal Register shortly and will be subject to public comment for
60 days, after which the Commission will decide whether to make it final.
Comments should be addressed to the FTC, Office of the Secretary, 6th
Street and Pennsylvania Avenue, N.W., Washington, D.C. 20580.
NOTE: A consent agreement is for settlement purposes only and does not
constitute an admission of a law violation. When the Commission issues a
consent order on a final bases, it caries the force of law with respect to
future actions. Each violation of such an order may result in a civil
penalty of $10,000.
Copies of the complaint, the proposed consent agreement and an
analysis of the agreement to aid the public in commenting, are available
from the FTC's Public Reference Branch, Room 130, at the address listed
above; 202-326-2222; TTY for the hearing impaired 202-326-2502. To find
out the latest news as it is announced, call the FTC NewsPhone recording at
202-326-2710. FTC news releases and other materials also are available on
the Internet at the FTC's World Wide Web site at: http://www.fic.gov
# # #
MEDIA CONTACT: Claudia Bourne Farrell, Office of Public Affairs
202-326-2181
STAFF CONTACT: James H. Holden, Jr., or Christina Perez, Bureau of
Competition
202-326-2682
(FTC File No. 961 0017) (Praxair)
<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 CONFIRMS ACCORD WITH FTC ON CBI ACQUISITION
DANBURY, Conn., January 11, 1996 -- Praxair, Inc. (NYSE: PX) today
confirmed it has reached agreement with the U.S. Federal Trade Commission
concerning its acquisition of the outstanding common shares of CBI
Industries, Inc., and announced that it expects the tender offer of $33 per
share to proceed as scheduled and expire at midnight Eastern time,
Thursday, January 11.
Under the terms of the FTC agreement, Praxair has signed a consent order to
divest within twelve months the merchant industrial gases assets and
businesses of CBI liquid oxygen, nitrogen and argon production facilities
located in Vacaville, Calif; Irwindale, Calif; Bozrah, Conn.; and Madison,
Wisc.
To manage the assets during the divestiture process, Praxair is creating a
separate corporation that will be operated independently of Praxair, except
for FTC compliance issues.
In a separate development, Praxair said it was pleased that, following a
thorough review of the CBI acquisition, both Moody's Investor Service Inc.
and Standard & Poor's have reaffirmed their credit ratings on Praxair's
long term and short term debt obligations. Moody's ratings remain A3 for
senior unsecured debt and Prime-2 for commercial paper. Standard & Poor's
reported affirmation of its Triple-B-Plus for Praxair's senior unsecured
debt, its preliminary Triple-B-Plus on the company's Rule 415 shelf debt,
and its A-2 commercial paper rating.
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.
###
