As filed with the Securities and Exchange Commission on December 18, 1996
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------------
PRAXAIR, INC.
(Exact name of registrant as specified in its charter)
Delaware 06-124-9050
(State of incorporation) (IRS Employer Identification No.)
39 Old Ridgebury Road
Danbury, Connecticut 06810-5113
(203) 837-2000
(Address and telephone number
of registrant's principal
executive offices)
David H. Chaifetz
Vice President, General Counsel and Secretary
Praxair, Inc.
(Same address and telephone number as above)
(Name, address and telephone number of agent for service)
Copies to:
Geoffrey E. Liebmann
Cahill Gordon & Reindel
80 Pine Street
New York, NY 10005
(212) 701-3000
----------------------------
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration
Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.|_|
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box.|X|
If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.|_| _____
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. |_| _____
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. |_|
Page 1 of 30 pages.
Exhibit Index appears on page 27.
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CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
Proposed
Maximum Proposed
Aggregate Maximum
Offering Aggregate Amount of
Title of Each Class of Amount to Be Price Per Offering Registration
Securities to Be Registered Registered Unit(1) Price(1) Fee
- --------------------------------------------------------------------------------
Common Stock (par value 304,107 $46.625 $14,178,989 $4,297
$.01 per share)
- --------------------------------------------------------------------------------
Common Stock Purchase N/A N/A N/A N/A
Rights(2)
================================================================================
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933, as
amended.
(2) The Common Stock Purchase Rights currently trade with the Company's
Common Stock. Since no separate consideration is paid for the Common
Stock Purchase Rights, the registration fee is included in the fee
for the Common Stock.
--------------------
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
SUBJECT TO COMPLETION, DATED DECEMBER 18, 1996
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT WITH RESPECT TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
PROSPECTUS
304,107 Shares
PRAXAIR, INC.
Common Stock
--------------------
This Prospectus relates to 304,107 shares of Common Stock, par value
$.01 per share (the "Common Stock"), of Praxair, Inc. (the "Company"), which
have been registered for sale from time to time by the selling stockholders
named herein (the "Selling Stockholders"). Any or all of the Common Stock being
registered hereby may be sold from time to time to purchasers directly by the
Selling Stockholders. Alternatively, the Selling Stockholders may from time to
time offer the Common Stock through underwriters, dealers or agents who may
receive compensation in the form of underwriting discounts, concessions or
commissions from the Selling Stockholders and/or the purchasers of Common Stock
for whom they may act as agent. To the extent required, the names of the Selling
Stockholders, the number of shares of Common Stock to be sold, purchase price,
public offering price, the name of any agent, dealer or underwriter and any
applicable commission or discount or other items constituting compensation or
indemnification arrangements with respect to a particular offering will be set
forth in an accompanying Prospectus Supplement. The Company will receive no
proceeds from the sale by the Selling Stockholders of the Common Stock offered
hereby. The shares of Common Stock to which this Prospectus relates were either
issued to certain Selling Stockholders in the Acquisition (as defined herein) or
issued in the Acquisition and subsequently transferred to certain other Selling
Stockholders. The Company has agreed to bear the cost of preparing and filing
this
<PAGE>
Prospectus and the Registration Statement of which it forms a
part. See "Plan of Distribution."
The Common Stock of Praxair, Inc. is listed on the New York Stock
Exchange (the "NYSE") under the symbol "PX". On November 29, 1996, the last
reported sale price of the Common Stock on the NYSE was $48.625 per share. See
"Price Range of Common Stock and Dividends."
------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
------------------------------
The date of this Prospectus is , 199_.
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No person has been authorized to give any information or to make any
representation not contained or incorporated by reference in this Prospectus,
including any prospectus supplement in connection with the offer contained in
this Prospectus, and, if given or made, such information or representation must
not be relied upon as having been authorized by the Company, the Selling
Stockholders or any other person. This Prospectus does not constitute an offer
to sell or a solicitation of an offer to buy any of the securities offered
hereby in any jurisdiction to any person to whom it is unlawful to make such
offer or solicitation in such jurisdiction. Neither the delivery of this
Prospectus nor any sale made hereunder shall, under any circumstances, create
any implication that the information herein is correct as of any time subsequent
to the date hereof.
TABLE OF CONTENTS
Page Page
Available Information........ 2 Selling Stockholders..... 6
Incorporation of Certain Description of
Documents by Reference..... 4 Capital Stock.......... 9
Forward-Looking Statements... 4 Plan of Distribution..... 14
The Company.................. 5 Legal Opinions........... 15
Price Range of Common Experts.................. 16
Stock and Dividends........ 5
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 ("Exchange Act"), and, in accordance therewith,
will file reports and other information with the Securities and Exchange
Commission ("Commission"). Reports, proxy statements and other information filed
by the Company may be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549,
and at the Commission's Regional Offices at 7 World Trade Center, 15th Floor,
New York, New York 10048 and at the Citicorp Center, 500 West Madison Street,
Chicago, Illinois 60661. Copies of such information may be obtained by mail from
the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. In addition, the Commission
maintains a Web site on the World Wide Web, and copies of such reports, proxy
statements and other information filed by the Company via the Commission's
Electronic Data Gathering, Analysis and Retrieval (EDGAR) system (including the
Registration Statement (as defined
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below)) may be accessed at this Web site (http://www.sec.gov). Such reports,
proxy statements and other information concerning the Company can also be
inspected at the offices of the New York Stock Exchange, Inc., 20 Broad Street,
New York, New York 10005, on which the Common Stock is listed.
The Company has filed with the Commission a registration statement
(the "Registration Statement") under the Securities Act of 1933 (the "Securities
Act") with respect to the Common Stock covered by this Prospectus. This
Prospectus does not contain all the information set forth in the Registration
Statement, certain parts of which are omitted in accordance with the rules and
regulations of the Commission. Reference is made to the Registration Statement
and to the exhibits relating thereto for further information with respect to the
Company and the Common Stock covered by this Prospectus.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission by the Company
(Commission File No. 1-11037) are incorporated herein by reference: (1) Annual
Report of the Company on Form 10-K for the year ended December 31, 1995; (2)
Quarterly Reports of the Company on Form 10-Q for the quarters ended March 31,
1996, June 30, 1996 and September 30, 1996; (3) Current Reports of the Company
on Form 8-K filed January 16, 1996, March 1, 1996, March 8, 1996 and September
19, 1996; (4) the description of the Company's capital stock set forth under the
caption "Item 11. Description of Registrant's Securities to be Registered" in
the Company's Registration Statement on Form 10 dated March 10, 1992 as amended
by the Company's Form 8 dated May 22, 1992, Form 8 dated June 9, 1992 and Form 8
dated June 12, 1992; and (5) all other documents filed by the Company pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
of this Prospectus and prior to the termination of the offering of the Common
Stock offered hereby. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom a copy
of this Prospectus is delivered, upon the request of such person, a copy of any
or all of the documents which are incorporated by reference herein, other than
exhibits to such documents (unless such exhibits are specifically incorporated
by reference into such documents). Written or telephone requests should be
directed to Praxair, Inc., 39 Old Ridgebury Road, Danbury, Connecticut
06810-5113, telephone (203) 837-2000.
FORWARD-LOOKING STATEMENTS
The forward-looking statements contained or incorporated by reference
in this document concerning, among other things, projected capital spending, tax
planning initiatives and effective tax rates, operating margins, future years'
net income, returns on equity and debt to capitalization ratios and the timing,
proceeds and other terms of the disposition of businesses and assets held for
sale, involve risks and uncertainties, and are subject to change based on
various factors, including the impact of changes in worldwide and
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national economies, achievement of synergies and cost reductions in the
integration of the recently acquired Liquid Carbonic business of CBI Industries,
Inc. ("CBI"), the timing of divestments and the proceeds realized therefrom,
pricing fluctuations in foreign currencies, changes in interest rates, the
continued timely development and acceptance of new products and processes, the
impact of competitive products and pricing, the ability to achieve tax synergies
that will reduce the effective tax rate for the CBI businesses, and the impact
of tax and other legislation and regulation in the jurisdictions in which the
Company operates.
THE COMPANY
Praxair, Inc. (the "Company" or "Praxair") is the largest supplier of
industrial gases in North and South America and one of the three largest in the
world. Using air as its raw material, the Company produces oxygen, nitrogen and
argon through several air separation processes. Other gases, including hydrogen,
helium and acetylene, are produced by different methods. Gases produced by the
Company find wide use in the aerospace, chemicals, electronics, food processing,
glass, metal fabrication, oil and gas, primary metals, pulp and paper and
various other industries. The Company has been and continues to be a major
technological innovator in the industrial gases industry and, working with
customers, has done much to increase the use of its industrial gases to support
the manufacture of other products and for many other uses. The Company (and its
predecessors) have been actively engaged in the industrial gases business since
1907. The Company's coatings service business, operated through Praxair Surface
Technologies, Inc., supplies wear-resistant and high-temperature
corrosion-resistant metallic and ceramic coatings to many industries and has
been operating since the 1950s.
Praxair became an independent public company on June 30, 1992 when
Union Carbide Corporation ("UCC") distributed all of Praxair's common stock to
its shareholders. The Company's executive offices are located at 39 Old
Ridgebury Road, Danbury, Connecticut 06810-5413, telephone (203) 837-2000.
PRICE RANGE OF COMMON STOCK AND DIVIDENDS
The Common Stock is traded on the NYSE under the symbol PX. Unlisted
trading privileges also have been granted by the Pacific, Cincinnati and Midwest
Stock Exchanges. The table below sets forth the closing high and low stock
prices of the Common
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Stock as reported on the New York Stock Exchange Composite Tape and quarterly
cash dividends per share of Common Stock during the periods indicated. For a
recent closing price of the Common Stock, see the cover page of this Prospectus.
Price Range
-----------
Cash
dividends
High Low paid
---- --- ----
1994:
First Quarter....... $19 1/4 $ 16 3/8 $.07
Second Quarter...... 20 3/4 17 1/4 .07
Third Quarter....... 24 3/8 19 1/4 .07
Fourth Quarter...... 24 1/4 19 1/8 .07
1995:
First Quarter....... 23 1/4 19 7/8 .08
Second Quarter...... 25 1/4 22 1/4 .08
Third Quarter....... 28 3/4 24 7/8 .08
Fourth Quarter...... 33 7/8 24 3/8 .08
1996:
First Quarter....... 40 31 1/2 .095
Second Quarter...... 42 1/4 36 .095
Third Quarter....... 43 3/4 36 1/4 .095
Fourth Quarter
(through November 29,
1996)............... 50 1/8 43 --
Dividends on the Common Stock of the Company are payable at the
discretion of the Company's Board of Directors out of funds legally available
therefor. Future payments of dividends (and the amounts thereof) will depend on
the Company's financial condition, results of operations, capital requirements
and such other factors as the Board of Directors of the Company deems relevant.
SELLING STOCKHOLDERS
The following table sets forth certain information regarding the
beneficial ownership of Common Stock by the Selling Stockholders as of November
29, 1996, and the number of shares of Common Stock covered by this Prospectus.
<PAGE>
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Beneficial Ownership Number of Shares
Name and Address of of Common Stock prior of Common Stock
Selling Stockholders to the Offering Offered Hereby
- -------------------- --------------- --------------
Number of Percent
Shares of Class
------ --------
George T. Parry 97,369(1) * 97,369
700 Delaware Avenue
Akron, Ohio 44303
James M. Parry, Trustee 97,369(1) * 97,369
The Amended and Restated
James M. Parry Trust
U/A dtd 1/18/89
800 Merriman Road
Akron, Ohio 44303
W. Stuver Parry and
Nancy C. Parry 66,786(1) * 66,786
534 North Portage Path
Akron, Ohio 44303
W. Stuver Parry 22,222(2) * 22,222
and Nancy C. Parry
Charitable Remainder
Unitrust U/A dtd 12/3/96
534 North Portage Path
Akron, Ohio 44303
W. Stuver and Nancy 11,111(2) * 11,111
C. Parry Charitable
Lead Annuity Trust
U/A dtd 12/3/96
534 North Portage Path
Akron, Ohio 44303
The Akron Community Foundation 4,000(2) * 4,000
Key Building, Suite 830
159 South Main Street
Akron, Ohio 44308
National Financial Services 4,000(2) * 4,000
Corporation
FBO Fidelity Investments
Charitable Gift Fund
82 Devonshire Street
Boston, Massachusetts 02109
Grace Collins 250(2) * 250
534 North Portage Path
Akron, Ohio 44303
Tom and Heather Crampton 250(2) * 250
146 Klindham Circle
Coppell, Texas 75019
John and Kathryn Gillen 184(2) * 184
1250 Greystone Drive
Pittsburgh, Pennsylvania 15241
<PAGE>
-8-
William C. and Caroline 150(2) * 150
D. Parry
587 Crystal Lake Road
Akron, Ohio 44333
David and Maureen Parry 206(2) * 206
595 Fairwood Drive
Tallmadge, Ohio 44278
Bath Church Incorporated 100(2) * 100
3980 Bath Road
Akron, Ohio 44333
Westminster Presbyterian 66(2) * 66
Church
2040 Washington Road
Pittsburgh, Pennsylvania 15241
Youth for Christ 44(2) * 44
P.O. Box 3743
Akron, Ohio 44314
* Indicates less than 1%.
(1) Represents shares of Common Stock originally issued by the
Company to the indicated Selling Stockholders as part of the
consideration for the acquisition by Praxair Distribution,
Inc., a wholly-owned subsidiary of the Company, of all of
the capital stock of Parry Corporation, of which the
indicated Selling Stockholders were formerly the
stockholders, and certain assets of Parry Brothers Ltd., of
which the indicated Selling Stockholders are the partners
(the "Acquisition"), in October 1996.
(2) Represents shares of Common Stock originally issued by the Company to
George T. Parry, James M. Parry, trustee, and W. Stuver Parry as part
of the consideration for the Acquisition and subsequently transferred
to the indicated Selling Stockholders in transactions exempt from
registration under the Securities Act in December 1996.
<PAGE>
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DESCRIPTION OF CAPITAL STOCK
Authorized Capital Stock
Under the Restated Certificate of Incorporation of the Company (the
"Restated Certificate") the total number of shares of all classes of stock that
the Company has authority to issue is 525,000,000, of which 25,000,000 may be
shares of preferred stock, par value $.01 per share, and 500,000,000 may be
shares of common stock, par value $.01 per share (300,000,000 of which have been
designated as Common Stock). As of November 29, 1996, 157,205,939 shares of
common stock were issued and outstanding, 12,495 of which were held by the
Company as treasury shares and all of which are of the series designated as
Common Stock. No shares of Preferred Stock were outstanding on such date.
Common Stock
Holders of the Company's Common Stock are entitled to receive, subject
to the prior rights of holders of outstanding stock having prior rights as to
dividends, such dividends as are declared by the Board of Directors of the
Company, to one vote for each share at all meetings of stockholders, and,
subject to the prior rights of holders of outstanding stock having prior rights
as to asset distributions, to the remaining assets of the Company upon
liquidation, dissolution or winding up of the Company.
The Company is authorized to issue additional shares of common stock
without further stockholder approval (except as may be required by applicable
law or stock exchange regulations). With respect to the issuance of common
shares of any additional series, the Board of Directors of the Company is
authorized to determine, without any further action by the holders of the
Company's Common Stock, the dividend rights, dividend rate, conversion rights,
voting rights and rights and terms of redemption, as well as the number of
shares constituting such series and the designation thereof. Should the Board of
Directors of the Company elect to exercise its authority, the rights and
privileges of holders of the Company's Common Stock could be made subject to
rights and privileges of any such other series of common stock. The Company has
no present plans to issue any common stock of a series other than the Company's
Common Stock.
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Preferred Stock
The Company is authorized to issue up to 25,000,000 shares of
Preferred Stock without further stockholder approval (except as may be required
by applicable law or stock exchange regulations). The Board of Directors of the
Company is authorized to determine, without any further action by the holders of
the Company's Common Stock, the dividend rights, dividend rate, conversion
rights, voting rights, rights and terms of redemption, liquidation preferences
and sinking fund terms of any series of Preferred Stock, as well as the number
of shares constituting such series and the designation thereof. Should the Board
of Directors of the Company elect to exercise its authority, the rights and
privileges of holders of the Company's Common Stock could be made subject to the
rights and privileges of any such series of Preferred Stock.
No Preemptive Rights
No holder of any stock of any class of the Company has any preemptive
right to subscribe for any securities of any kind or class.
Rights Agreement
The Board of Directors of the Company declared a dividend distribution
of one common stock purchase right (a "Right") for each share of the Company's
Common Stock outstanding at the close of business on June 30, 1992 (the "Rights
Record Date") to the holders of record of the Company's Common Stock on the
Rights Record Date. The dividend was paid on the Rights Record Date. The holders
of any additional shares of the Company's Common Stock issued after the Rights
Record Date and before the redemption or expiration of the Rights are also
entitled to one Right for each such additional share. Each Right entitles the
registered holder under certain circumstances to purchase from the Company one
share of the Company's Common Stock. The price at which a share of the Company's
Common Stock may be purchased upon exercise of a Right is $47.33 (the "Purchase
Price").
The Rights will be evidenced by separate certificates only after the
earlier of (i) the 10th calendar day after the public announcement by the
Company or an Acquiring Person (as such term is described below) that an
Acquiring Person has become an Acquiring Person or (ii) the 10th calendar day
after the commencement of, or announcement of the intent to commence, a tender
or exchange offer if, upon consummation thereof, such
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person would be an Acquiring Person (the first to occur of such dates being
called the "Rights Distribution Date"). With respect to any of the Company's
Common Stock certificates outstanding as of the Rights Record Date, until the
Rights Distribution Date the Rights will be evidenced by such certificate. Until
the Rights Distribution Date (or earlier redemption or expiration of the Rights)
new certificates issued after the Rights Record Date upon transfer or new
issuance of the Company's Common Stock will contain a notation incorporating the
Rights Agreement by reference.
The Rights Agreement between the Company and The Bank of New York (the
"Rights Agreement") provides that, until the Rights Distribution Date (or
earlier redemption or expiration of the Rights), the Rights will be transferred
with and only with the Company's Common Stock. Until the Rights Distribution
Date (or earlier redemption or expiration of the Rights), the surrender for
transfer of any certificate for shares of the Company's Common Stock will also
constitute the transfer of the Rights associated with the Company's Common Stock
represented by that certificate. At no time will the Rights have any voting
power.
As soon as practicable following the Rights Distribution Date,
separate certificates evidencing the Rights ("Rights Certificates") will be
mailed to holders of record of the Company's Common Stock as of the close of
business on the Rights Distribution Date and such separate Rights Certificates
alone will evidence the Rights.
The Rights are not exercisable until the Rights Distribution Date. The
Rights will expire on June 30, 2002 (the "Final Expiration Date"), unless the
Rights are earlier redeemed or exchanged by the Company, in each case as
described below.
In the event that (i) the Company is the surviving corporation in a
merger with an Acquiring Person and its Common Stock is not changed or
exchanged, (ii) a person becomes an Acquiring Person (except pursuant to an
offer for all outstanding shares of the Company's Common Stock which the
independent directors determine to be fair to its stockholders and such other
constituencies as the independent directors are entitled to consider under the
Restated Certificate and otherwise in the best interests of the Company), (iii)
an Acquiring Person engages in one or more "self-dealing" transactions as set
forth in the Rights Agreement, or (iv) during such time as there is an Acquiring
Person, an event occurs (e.g., a reverse stock split) which results in such
Acquiring Person's ownership interest being
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increased by more than 1%, at any time following the Rights Distribution Date,
each holder of a Right will thereafter have the right to receive, upon exercise,
the Company's Common Stock (or, in certain circumstances, cash, property or
other securities of the Company) having a value equal to two times the Purchase
Price then in effect. Notwithstanding any of the foregoing, following the
occurrence of any of the events set forth in this paragraph, all Rights that
are, or (under certain circumstances specified in the Rights Agreement) were,
beneficially owned by any Acquiring Person will be null and void. In lieu of the
issuance of shares of the Company's Common Stock upon exercise of Rights, the
Company's Board of Directors may under certain circumstances, and if there is an
insufficient number of shares of the Company's Common Stock authorized but
unissued or held as treasury shares to permit the exercise in full of the
Rights, the Company's Board is required to, take such action as may be necessary
to cause the Company to issue or pay, upon the exercise of Rights, cash
(including by way of a reduction of purchase price), property, other securities
or any combination of the foregoing having an aggregate value equal to that of
the shares of the Company's Common Stock which otherwise would have been
issuable upon exercise of Rights.
In the event that, at any time after the public announcement by the
Company or an Acquiring Person that a person or group has become an Acquiring
Person, the Company is acquired in a merger or other business combination
transaction (other than a merger described in the immediately preceding
paragraph or a merger which follows an offer described in the immediately
preceding paragraph) or 50% or more of its assets or earning power is sold or
transferred, each holder of a Right shall thereafter have the right to receive,
upon exercise, common stock of the acquiring company having a value of two times
the Purchase Price then in effect.
The term "Acquiring Person" means a person or group of affiliated or
associated persons who has acquired, or obtained the right to acquire,
beneficial ownership of 15% or more of the outstanding shares of the Company's
Common Stock.
The Purchase Price payable, and the number of shares of the Company's
Common Stock (or other securities or property) issuable, upon exercise of the
Rights are subject to adjustment from time to time to prevent dilution (a) in
the event of a stock dividend on, or a subdivision, combination or
reclassification of, the Company's Common Stock, (b) upon the grant to holders
of the Company's Common Stock of certain rights, options or warrants to
subscribe for or purchase the Company's Common Stock at a
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price, or securities convertible into the Company's Common Stock with a
conversion price, less than the then-current market price of the Company's
Common Stock or (c) upon the distribution to holders of the Company's Common
Stock of evidences of indebtedness or assets (excluding regular periodic cash
dividends at a rate not in excess of 125% of the rate of the last cash dividend
theretofore paid or a dividend payable in the Company's Common Stock) or of
subscription rights or warrants (other than those referred to above). Prior to
the Rights Distribution Date, the Board of Directors of the Company may make
such equitable adjustments as it deems appropriate in the circumstances in lieu
of any adjustment otherwise required by the foregoing.
With certain exceptions, no adjustment in the Purchase Price will be
required until the earlier of (a) three years from the date of the event giving
rise to such adjustment or (b) the time at which cumulative adjustments require
an adjustment of at least 3% in such Purchase Price. The Company will not be
required to issue fractional shares of the Company's Common Stock and, in lieu
thereof, can make an adjustment in cash for fractional shares based on the
market price of the Company's Common Stock on the last day prior to the date of
exercise.
At any time prior to the 20th day following the public announcement by
the Company or an Acquiring Person that a person or group has become an
Acquiring Person, the Company may redeem the Rights in whole, but not in part,
at a price of $.001 per Right (the "Redemption Price"). Under certain
circumstances, the decision to redeem shall require the concurrence of a
majority of the independent directors. Immediately upon the action of the
Company's Board of Directors electing to redeem the Rights with, if required,
the concurrence of the independent directors, the Company must make announcement
thereof, and upon such action by the Company's Board of Directors ordering the
redemption of the Rights, the right to exercise the Rights will terminate and
the only right of the holders of Rights will be to receive the Redemption Price.
At any time after the occurrence of any of the events set forth in the
sixth preceding paragraph, the Company's Board of Directors may exchange the
Rights (other than Rights owned by an Acquiring Person, which will have become
void), in whole or in part, at an exchange ratio of one share of the Company's
Common Stock (and/or other securities, cash or other assets deemed to have the
same value as one share of Common Stock) per Right (subject to adjustment).
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The terms of the Rights may be amended by the Company's Board of
Directors without the consent of the holders of the Rights, except that from and
after the earlier to occur of (i) the public announcement by the Company or an
Acquiring Person that a person or group of affiliated or associated persons has
become an Acquiring Person or (ii) the Rights Distribution Date, no such
amendment may adversely affect the interests of the holders of the Rights
(excluding the interest of any Acquiring Person) and in no event shall any such
amendment change the Redemption Price, the Final Expiration Date, the Purchase
Price or the number of shares of the Company's Common Stock for which a Right is
then exercisable.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
on terms not approved by the Company's Board of Directors, except pursuant to an
offer conditioned on a substantial number of Rights being acquired. The Rights
should not interfere with any merger or other business combination approved by
the Company's Board of Directors since the Rights may be redeemed by the Company
at the Redemption Price prior to the 20th day following the public announcement
by the Company or an Acquiring Person that a person or group has become an
Acquiring Person. The foregoing description of the Rights does not purport to be
complete and is subject to, and is qualified in its entirety by reference to,
the Rights Agreement, including the definitions therein of certain terms.
PLAN OF DISTRIBUTION
Any or all of the Common Stock being registered hereby may be sold
from time to time to purchasers directly by any Selling Stockholder.
Alternatively, any Selling Stockholder may from time to time offer the Common
Stock through underwriters, dealers or agents who may receive compensation in
the form of underwriting discounts, concessions or commissions from such Selling
Stockholder and/or the purchasers of Common Stock for whom they may act as
agent. Any such Selling Stockholder, and any such underwriters, dealers or
agents that participate in the distribution of Common Stock, may be deemed to be
underwriters, and any profit on the sale of the Common Stock by them and any
discounts, commissions or concessions received by them may be deemed to be
underwriting discounts and commissions under the Securities Act. To the extent
required, the names of the Selling Stockholders, the number of shares of Common
Stock to be sold, purchase price, public offering price, the name of any agent,
dealer or underwriter and any applicable commission or discount or other items
constituting compensation or indemnification
<PAGE>
-15-
arrangements with respect to a particular offering will be set forth in an
accompanying Prospectus Supplement. The Company will receive no proceeds from
the sale by any Selling Stockholder of the Common Stock offered hereby.
In connection with distributions of Common Stock, any Selling
Stockholder may enter into hedging transactions with broker-dealers and the
broker-dealers may engage in short sales of the Common Stock in the course of
hedging the positions they assume with such Selling Stockholder. Any Selling
Stockholder also may sell the Common Stock short and deliver the Common Stock to
close out such short positions. Any Selling Stockholder also may enter into
option or other transactions with broker-dealers that involve the delivery of
the Common Stock to the broker-dealers, which may then resell or otherwise
transfer such Common Stock. Any Selling Stockholder also may loan or pledge the
Common Stock to a broker-dealer and the broker-dealer may sell the Common Stock
so loaned or upon a default may sell or otherwise transfer the pledged Common
Stock.
The shares of Common Stock covered by this Prospectus are shares of
Common Stock issued to certain Selling Stockholders in the Acquisition or issued
in the Acquisition and subsequently transferred to certain other Selling
Stockholders.
The Company has agreed to bear the cost of preparing and filing this
Prospectus and the Registration Statement of which it forms a part, estimated to
be approximately $32,000. Each Selling Stockholder who received shares of Common
Stock in the Acquisition has agreed to indemnify the Company and each other such
Selling Stockholder with respect to any statements or omissions in this
Prospectus or the Registration Statement of which it forms a part based on
written information furnished by such Selling Stockholder.
LEGAL OPINIONS
Certain legal matters in connection with the Securities will be passed
upon for the Company by Cahill Gordon & Reindel (a partnership including a
professional corporation), New York, New York.
<PAGE>
-16-
EXPERTS
The consolidated financial statements of Praxair, Inc. incorporated in
this Prospectus by reference to the Annual Report on Form 10-K of the Company
for the year ended December 31, 1995 have been so incorporated in reliance on
the report of Price Waterhouse LLP, independent accountants, given on the
authority of said firm as experts in accounting and auditing.
The consolidated financial statements of CBI Industries, Inc. and
subsidiaries incorporated in this Prospectus by reference to the Company's
Current Reports on Form 8-K dated January 16, 1996 and March 1, 1996 have been
audited by Arthur Andersen LLP, independent public accountants, as indicated in
their report with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in accounting and auditing in giving said
report.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.*
SEC filing fee.............................. $ 4,297
NYSE fee.................................... 1,500
Accounting fees and expenses ............... 4,000
Legal fees and expenses (including
Blue sky fees and expenses).............. 20,000
Miscellaneous............................... 2,203
----------
Total....................................... $ 32,000
- ---------------------
* Except for SEC filing and NYSE fees, all expenses are
estimated.
Item 15. Indemnification of Directors and Officers.
The Company
Reference is made to Section 145 of the General Corporation Law of the
State of Delaware (the "GCL"), which provides for indemnification of directors,
agents, officers and other employees in certain circumstances, and to Section
102(b)(7) of the GCL, which provides for the elimination or limitation of the
personal liability for monetary damages of directors under certain
circumstances. Article VIII of the Restated Certificate of Incorporation of the
Company eliminates the personal liability for monetary damages of directors
under certain circumstances and provides indemnification to directors and
officers of the Company to the fullest extent permitted by the GCL. Among other
things, these provisions provide indemnification for officers and directors
against liabilities for judgments in and settlements of lawsuits and other
proceedings and for the advance and payment of fees and expenses reasonably
incurred by the director or officer in defense of any such lawsuit or
proceeding.
The directors and officers of the Company are covered by insurance
policies indemnifying against certain liabilities, including certain liabilities
arising under the Act, which might be incurred by them in such capacities and
against which they may not be indemnified by the Company.
For a statement of the registrants' undertakings with respect to
indemnification of directors and officers, see Item 17 below.
II-1
<PAGE>
Item 16. Exhibits.
3.1 Restated Certificate of Incorporation (incorporated
herein by reference to Exhibit 3.01 to the Company's
Form 10, File No. 1-11037).
3.2 Amended By-laws (incorporated herein by reference to
Exhibit 3.02 to the Company's Form 10, File No. 1-
11037).
4.1 Common Stock Certificate (incorporated herein by
reference to Exhibit 4.01 to the Company's Form 10,
File No. 1-11037).
4.2 Rights Agreement between the Company and The Bank of
New York, as Rights Agent (incorporated herein by
reference to Exhibit 4.02 to the Company's Registration
Statement on Form 10, File No. 1-11037).
5.1 Opinion of Cahill Gordon & Reindel.
23.1 Consent of Price Waterhouse LLP, independent certified
public accountants.
23.2 Consent of Arthur Andersen LLP, independent certified
public accountants.
23.3 Consent of Cahill Gordon & Reindel (included in Exhibit
5.1).
24.1 Powers of attorney (included on the signature pages
hereof).
Item 17. Undertakings.
The undersigned hereby undertake:
1. To file, during any period in which offers or sales are
being made, a post-effective amendment to this
Registration Statement:
(a) To include any prospectus required by Section
10(a)(3) of the Act, unless the information required
to be included in such post-effective amendment is
contained in a periodic report filed by the Company
pursuant to Section 13 or Section 15(d) of the
Exchange Act and incorporated herein by reference;
(b) To reflect in the prospectus any facts or events
arising after the effective date of the
Registration Statement (or the most recent
II-2
<PAGE>
post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change
in the information set forth in the Registration
Statement, unless the information required to be
included in such post-effective amendment is
contained in a periodic report filed by the Company
pursuant to Section 13 or Section 15(d) of the
Exchange Act and incorporated herein by reference;
and
(c) To include any material information with respect to
the plan of distribution not previously disclosed in
the Registration Statement or any material change to
such information in the Registration Statement.
2. That, for the purpose of determining any liability under the
Act, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities
offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering
thereof.
3. To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
4. That, for purposes of determining any liability under
the Act, each filing of an annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act that is
incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement
relating to the securities offered therein, and the
offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
5. Insofar as indemnification for liabilities arising
under the Act may be permitted to directors, officers
and controlling persons of the undersigned pursuant to
the provisions described under Item 15 above, or
otherwise, the undersigned have been advised that in
the opinion of the Securities and Exchange Commission
such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against
such liabilities (other than the payment by the
undersigned of expenses incurred or paid by a director,
officer or controlling person of the undersigned in the
successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling
person in connection with the securities being
II-3
<PAGE>
registered, the undersigned will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of
whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final
adjudication of such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Praxair,
Inc. certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-3 and has duly caused this the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Danbury, Connecticut, on December 12, 1996.
PRAXAIR, INC.
By: /s/ David H. Chaifetz
----------------------------
Name: David H. Chaifetz
Title: Vice President and
General Counsel
II-5
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Each person whose signature appears below appoints each of John A.
Clerico and James S. Sawyer, his attorney-in-fact and agent, with full power of
substitution and resubstitution, to sign and file with the Securities and
Exchange commission any amendments to the Registration Statement (including
post-effective amendments), any registration statement permitted under Rule 462
(b) under the Securities Act of 1933 and any amendments thereto and to file with
the Securities and Exchange Commission one or more supplements to any prospectus
included in any of the foregoing, and generally to do anything else necessary or
proper in connection therewith.
Signature Title Date
/s/ Alejandro Achaval Director December 13, 1996
- --------------------------
Alejandro Achaval
/s/ John A. Clerico Vice President, December 13, 1996
- -------------------------- and Chief Financial
John A. Clerico Officer and Director
/s/ John J. Creedon Director December 13, 1996
- ----------------------------
John J. Creedon
/s/ C. Fred Fetterolf Director December 13, 1996
- ----------------------------
C. Fred Fetterolf
Director December , 1996
- ----------------------------
Dale F. Frey
/s/ J. Robert Vipond Vice President December 13, 1996
- ---------------------------- and Controller
J. Robert Vipond (principal
accounting officer)
/s/ Claire W. Gargalli Director December 13, 1996
- ----------------------------
Claire W. Gargalli
II-6
<PAGE>
/s/ Edgar G. Hotard President December 13, 1996
- --------------------------- and Director
Edgar G. Hotard
/s/ Ronald L. Kuehn, Jr. Director December 13, 1996
- ----------------------------
Ronald L. Kuehn, Jr.
/s/ H. William Lichtenberger Chairman of the December 13, 1996
- ----------------------------
H. William Lichtenberger Board and Chief
Executive Officer
/s/ Benjamin F. Payton Director December 13, 1996
- ----------------------------
Benjamin F. Payton
/s/ G. Jackson Ratcliffe, Jr. Director December 13, 1996
- -----------------------------
G. Jackson Ratcliffe, Jr.
/s/ H. Mitchell Watson, Jr. Director December 13, 1996
- -----------------------------
H. Mitchell Watson, Jr.
II-7
<PAGE>
EXHIBIT INDEX
Exhibit
Number Page
3.1 Restated Certificate of Incorporation
(incorporated herein by reference to Exhibit
3.01 to the Company's Form 10, File No. 1-
11037).
3.2 Amended By-laws (incorporated herein by
reference to Exhibit 3.02 to the Company's
Form 10, File No. 1-11037).
4.1 Common Stock Certificate (incorporated herein
by reference to Exhibit 4.01 to the Company's
Form 10, File No. 1-11037).
4.2 Rights Agreement between the Company and The
Bank of New York, as Rights Agent (incorporated
herein by reference to Exhibit 4.02 to the
Company's Registration Statement on Form 10,
File No. 1-11037).
5.1 Opinion of Cahill Gordon & Reindel. 28
23.1 Consent of Price Waterhouse LLP, independent
certified public accountants. 29
23.2 Consent of Arthur Andersen LLP, independent
certified public accountants. 30
23.3 Consent of Cahill Gordon & Reindel (included
in Exhibit 5.1).
24.1 Powers of attorney (included on the signature
pages hereof).
EXHIBIT 5.1
[LETTERHEAD OF CAHILL GORDON & REINDEL]
December 18, 1996
(212) 701-3000
Praxair, Inc.
39 Old Ridgebury Road
Danbury, Connecticut 06810-5113
Ladies and Gentlemen:
As counsel for Praxair, Inc. (the "Company"), we are representing the
Company in connection with the registration statement on Form S-3 (the
"Registration Statement") filed with the Securities and Exchange Commission (the
"Commission") (File No. 333-07263) relating to the registration under the
Securities Act of 1933, as amended (the "Act"), of 304,107 shares (the "Shares")
of the Company's Common Stock, par value $.01 per share.
We advise you that in our opinion the Shares have been validly issued
and are fully paid and non-assessable.
We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement. We also consent to the reference under
the heading "Legal Opinions" in the Registration Statement to our having passed
upon the legal matters referred to above. Our consent to such reference does not
constitute a consent under Section 7 of the Act, as in consenting to such
reference we have not certified any part of the Registration Statement and do
not otherwise come within the categories of persons whose consent is required
under said Section 7 or under the rules and regulations of the Commission
thereunder.
Very truly yours,
CAHILL GORDON & REINDEL
EXHIBIT 23.1
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement of Form S-3 of our report dated
February 5, 1996, which appears on page 41 of the Annual Report to Shareholders
of Praxair, Inc., which is incorporated by reference in Praxair Inc.'s Annual
Report on Form 10-K for the year ended December 31, 1995. We also consent to the
reference to us under the heading "Experts" in such Prospectus.
PRICE WATERHOUSE LLP
Stamford, Connecticut
December 13, 1996
EXHIBIT 23.2
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation by
reference in this Form S-3 registration statement of our reports dated February
14, 1996 and February 6, 1995 (except with respect to the matter discussed in
Note 6, as to which the date is March 2, 1995) on the consolidated financial
statements of CBI Industries, Inc. and subsidiaries included in the Current
Reports of Praxair, Inc. on Form 8-K filed March 1, 1996 and January 1, 1996,
respectively, and to all references to our Firm included in this registration
statement.
Arthur Andersen LLP
Chicago, Illinois
December 13, 1996
