As filed with the Securities and Exchange Commission on February 13, 1997
Registration No. 333-18141
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
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 52 pages.
Exhibit Index appears on page 30.
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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.
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SUBJECT TO COMPLETION, DATED FEBRUARY 13, 1997
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
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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
December 31, 1996, the last reported sale price of the Common
Stock on the NYSE was $461/8 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 February , 1997.
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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..... 7
Incorporation of Certain Description of
Documents by Reference...... 4 Capital Stock.......... 9
Forward-Looking Statements.... 4 Plan of Distribution..... 17
The Company................... 5 Legal Opinions........... 18
Price Range of Common Experts.................. 19
Stock and Dividends......... 6
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 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.
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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 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
---- --- ----
1995:
First Quarter...... 23 1/4 197/8 .08
Second Quarter..... 25 1/4 22 1/4 .08
Third Quarter...... 28 3/4 247/8 .08
Fourth Quarter..... 337/8 243/8 .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..... 501/8 43 .095
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.
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SELLING STOCKHOLDERS
The following table sets forth certain information regarding
the beneficial ownership of Common Stock by the Selling Stockholders as of
December 31, 1996, and the number of shares of Common Stock covered by this
Prospectus.
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
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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
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.
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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 December 31, 1996, 157,525,277 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, and 750,000 shares of preferred stock were issued and outstanding,
550,000 of which have been designated as 7.48% Cumulative Preferred Stock,
Series A (the "Series A Preferred Stock"), and 200,000 of which have been
designated as 6.75% Cumulative Preferred Stock, Series B (the "Series B
Preferred Stock" and, together with the Series A Preferred Stock, the "Preferred
Stock").
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
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issue any common stock of a series other than the Company's
Common Stock.
Preferred Stock
General
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.
Series A Preferred Stock and Series B Preferred Stock
The following description of certain provisions of the
Preferred Stock does not purport to be complete and is subject to and qualified
in its entirety by reference to the Certificates of Designations relating to the
Series A Preferred Stock and the Series B Preferred Stock (together, the
"Certificates of Designations"), which have been filed as exhibits to the
Registration Statement of which this Prospectus forms a part.
The Preferred Stock was issued to the former preferred
stockholders of CBI in connection with the merger of CBI with and into the
Company in a transaction exempt from registration under the Securities Act in
December 1996.
Ranking. The Series A Preferred Stock and the Series B
Preferred Stock rank on a parity as to payment of dividends and distributions of
assets with each other. The Preferred Stock ranks senior to the Company's Common
Stock with respect to payment of dividends and distributions of assets.
Dividends. Dividends on the stated value per share of the
Series A Preferred Stock are payable at an annual rate of 7.48%, and dividends
on the stated value per share of the Series B Preferred Stock are payable at an
annual rate of 6.75%. Dividends on both series of Preferred Stock are cumulative
from
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the date of original issue and payable quarterly on the fifteenth day of March,
June, September and December in each year to holders of record on the record
date, which date shall be not more than 45 days nor less than 10 days preceding
the date of the dividend payment when, as and if declared by the Board of
Directors of the Company, out of funds of the Company legally available
therefor. The amount of dividends payable for the initial dividend period or any
period shorter than a full dividend period shall be computed on the basis of
30-day months, a 360-day year and the actual number of days elapsed in the
period. The stated value per share of each series of Preferred Stock is $100.
No dividend will be declared or paid on the shares of any
series of preferred stock ranking on a parity with the Preferred Stock as to
payment of dividends unless all accumulated dividends on all outstanding shares
of any series of preferred stock ranking on a parity with the Preferred Stock as
to payment of dividends have been paid or declared and set apart for payment or
contemporaneously are paid or declared and set apart for payment to the last
date to which such dividends are payable. Whenever all accumulated dividends are
not paid in full on any series of preferred stock ranking on a parity with the
Preferred Stock as to payment of dividends, all dividends declared or other
distributions made upon shares of any series of preferred stock ranking on a
parity with Preferred Stock as to payment of dividends shall be declared or made
pro rata so that the amount of dividends declared or other distributions made
per share shall in all cases bear to each other the same ratio that accumulated
and unpaid dividends per share on each such series of preferred stock bear to
each other. The holders of the Preferred Stock will be entitled to receive
cumulative dividends before any dividends are declared or paid or set apart for
payment upon the Company's Common Stock or any other class of stock of the
Company ranking junior to the Preferred Stock as to payment of dividends. The
Company may not purchase shares of its Common Stock or of any other series of
preferred stock if dividends on the Preferred Stock are in arrears.
Rights upon Liquidation. In the event of any voluntary or
involuntary liquidation, dissolution or winding up of the Company, the holders
of the Preferred Stock outstanding at the time will be entitled to receive to
the extent assets of the Company are available for distribution to stockholders,
before any distribution of assets is made to holders of the Company's Common
Stock or any other class of capital stock ranking junior to the Preferred Stock
upon liquidation, liquidating distributions in the amount of $100 per share plus
an amount
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equal to accrued and unpaid dividends for the then-current dividend period and
all dividend periods prior thereto.
Redemption. On April 1, 2000, to the extent funds are legally
available therefor, the Company is required to redeem for cash all of the Series
A Preferred Stock at a redemption price of $100 per share, plus accrued and
unpaid dividends thereon to the date of redemption. The Series A Preferred Stock
will not be redeemable prior to that date.
On September 5, 2002, to the extent funds are legally
available therefor, the Company is required to redeem for cash all of the Series
B Preferred Stock at a redemption price of $100 per share, plus accrued and
unpaid dividends thereon to the date of redemption. The Series B Preferred Stock
will not be redeemable prior to that date.
Voting Rights. The Preferred Stock has no voting rights except
as set forth below or as otherwise provided by law. In the event that any six
cumulative quarterly dividends, whether consecutive or not, payable upon either
series of Preferred Stock or cumulative dividends for the equivalent period on
any one or more other series of preferred stock of the Company entitled to
receive cumulative preferred dividends shall be in arrears, the holders of the
Preferred Stock shall have the right, voting separately as a class with holders
of shares of any one or more other series of preferred stock upon which like
voting rights have been conferred and are exercisable, at the next meeting of
stockholders called for the election of directors, to elect two members of the
Company's Board of Directors. The right of such holders of such shares of the
Preferred Stock to elect (together with the holders of shares of any one or more
other series of preferred stock upon which like voting rights have been
conferred and are exercisable) members of the Board of Directors of the Company
as aforesaid shall continue until such time as all dividends accumulated on such
shares of the Preferred Stock and on such other series shall have been paid in
full, at which time such right shall terminate, except as by law expressly
provided, subject to revesting in the event of each and every subsequent failure
to pay dividends of the character above mentioned. Upon any termination of the
right of the holders of shares of preferred stock, including the Preferred
Stock, to vote as a class for directors as herein provided, the term of office
of all directors then in office elected by such holders voting as a class shall
terminate immediately.
The Certificates of Designations may be amended,
altered or repealed by the unilateral action of the Board of
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Directors of the Company without the consent or vote of the holders of the
Preferred Stock. Notwithstanding the preceding sentence, the Restated
Certificate (including the Certificates of Designations) shall not be amended,
altered or repealed in any manner which would adversely alter or change the
powers, preferences or special rights of either series of Preferred Stock
without the affirmative vote or consent of the holders of two-thirds or more of
the outstanding shares of such series of Preferred Stock, voting separately as a
series; provided that any increase in the authorized preferred stock or the
creation and issuance of any other class or series of preferred stock ranking on
a parity with or junior to the Preferred Stock as to payment of dividends and
upon liquidation, dissolution or winding up, or any decrease in the number of
shares which constitute either series of Preferred Stock (but not below the
number of shares thereof then outstanding), shall be deemed not to adversely
alter or change such powers, preferences or special rights.
On any item on which the holders of Preferred Stock are
entitled to vote, such holders shall be entitled to one vote for such share of
Preferred Stock held.
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
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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
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
<PAGE>
-15-
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
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
<PAGE>
-16-
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 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
<PAGE>
-17-
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).
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
<PAGE>
-18-
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 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>
-19-
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).
3.3 Certificate of Designations for the 7.48% Cumulative
Preferred Stock, Series A.
3.4 Certificate of Designations for the 6.75% Cumulative
Preferred Stock, Series B.
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).
4.3 Series A Preferred Stock Certificate.
4.4 Series B Preferred Stock Certificate.
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.*
24.1 Powers of attorney.*
* Previous filed.
Item 17. Undertakings.
The undersigned hereby undertake:
II-2
<PAGE>
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
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.
II-3
<PAGE>
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
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 February 13, 1997.
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.
Signature Title Date
* Director February 13, 1997
- ----------------------------
Alejandro Achaval
* Vice President, February 13, 1997
- ---------------------------- and Chief Financial
John A. Clerico Officer and Director
* Director February 13, 1997
- ----------------------------
John J. Creedon
* Director February 13, 1997
- ----------------------------
C. Fred Fetterolf
Director February 13, 1997
Dale F. Frey
* Vice President February 13, 1997
- ---------------------------- and Controller
J. Robert Vipond (prinicpal
accounting officer)
* Director February 13, 1997
- ----------------------------
Claire W. Gargalli
* President February 13, 1997
- ---------------------------- and Director
Edgar G. Hotard
* Director February 13, 1997
- ----------------------------
Ronald L. Kuehn, Jr.
II-6
<PAGE>
* Chairman of the February 13, 1997
- ---------------------------- Board and Chief
H. William Lichtenberger Executive Officer
* Director February 13, 997
- ----------------------------
Benjamin F. Payton
* Director February 13, 1997
- -----------------------------
G. Jackson Ratcliffe, Jr.
* Director February 13, 1997
- -----------------------------
H. Mitchell Watson, Jr.
*By: /s/ David H. Chaifetz
-------------------------
David H. Chaifetz
Attorney-in-fact
<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).
3.3 Certificate of Designations for the 7.48%
Cumulative Preferred Stock, Series A.
3.4 Certificate of Designations for the 6.75%
Cumulative Preferred Stock, Series B.
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).
4.3 Series A Preferred Stock Certificate.
4.4 Series B Preferred Stock Certificate.
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.*
24.1 Powers of attorney.*
* Previously filed.
PRAXAIR, INC.
Certificate of Designations
7.48% Cumulative Preferred Stock, Series A
Par Value $.01 Per Share
------------------
Pursuant to Section 151 of the
General Corporation Law of the State of Delaware
--------------------
The undersigned duly authorized officer of Praxair, Inc., a
Delaware corporation (hereinafter called the "Corporation"), DOES HEREBY CERTIFY
that the following resolution has been duly adopted by the Board of Directors of
the Corporation:
RESOLVED, that pursuant to the authority expressly granted to
and vested in the Board of Directors of the Corporation (the "Board of
Directors") by the provisions of the Certificate of Incorporation of the
Corporation, there hereby is created, out of the 25,000,000 shares of preferred
stock of the Corporation authorized in Article IV of its Certificate of
Incorporation (the "Preferred Stock"), a series of Preferred Stock of the
Corporation consisting of 550,000 shares, which series shall be capital stock of
the Corporation and shall have the following powers, designations, preferences
and relative, participating, optional or other rights, and the following
qualifications, limitations and restrictions (in addition to the powers,
designations, preferences and relative, participating, optional or other rights,
and the qualifications, limitations and restrictions, set forth in the
Certificate of Incorporation of the Corporation which are applicable to the
Preferred Stock):
1. Designation; Number of Shares; Par Value.
The designation of said shares of the Preferred Stock shall be
7.48% Cumulative Preferred Stock, Series A (the "Series A Preferred Stock"). The
number of shares of Series A Preferred Stock shall be limited to 550,000. The
par value of the Series A Preferred Stock shall be $.01 per share. The Series A
Preferred Stock shall rank senior to the Common Stock and shall rank on a parity
with the 6.75%
<PAGE>
2
Cumulative Preferred Stock, Series B (the "Series B Preferred Stock"), in each
case as to payment of dividends and upon liquidation, dissolution and winding
up.
2. Dividends.
(a) The shares of Series A Preferred Stock shall be entitled
to receive, when and as declared by the Board of Directors or a duly authorized
committee thereof (an "Authorized Board Committee"), out of funds legally
available for the payment of dividends, cumulative cash dividends in the amount
of $7.48 per share per annum, and no more. Dividends shall accumulate and be
payable quarterly on the fifteenth day of March, June, September, and December
in each year (each a "Dividend Payment Date" or collectively, "Dividend Payment
Dates"), commencing March 15, 1997, except that if any Dividend Payment Date is
not a business day in New York City, then such quarterly dividend shall be
payable on the next succeeding business day and such next succeeding business
day shall be the Dividend Payment Date. Dividends on the shares of Series A
Preferred Stock shall accrue and be cumulative from December 16, 1996 and will
be payable to stockholders of record on the record date, which shall be not more
than 45 days nor less than 10 days preceding such Dividend Payment Date, fixed
for such purpose by the Board of Directors or an Authorized Board Committee in
advance of each particular Dividend Payment Date. The amount of dividends
payable on shares of Series A Preferred Stock for each full quarterly dividend
period shall be computed by dividing by four the amount per share per annum set
forth in this paragraph 2. Dividends payable on the Series A Preferred Stock for
the initial dividend period shall be equal to the amount payable for each full
quarterly dividend period. Dividends payable on the Series A Preferred Stock for
any period less than a full quarterly period shall be computed on the basis of a
360-day year of twelve 30-day months. Dividends paid on shares of Series A
Preferred Stock in an amount less than the total amount of such dividends at the
time accumulated and payable on such shares shall be allocated pro rata on a
share-by-share basis among all such shares at the time outstanding.
(b) So long as any shares of Series A Preferred Stock are
outstanding, unless all accumulated dividends on all outstanding shares of
Series A Preferred Stock have been paid or contemporaneously are declared and
paid through the last Dividend Payment Date and full quarterly dividends on the
Series A Preferred Stock have been or contemporaneously are declared and set
apart for payment through the next succeeding Dividend Payment Date, no
dividends shall be paid or declared and set apart for payment or any other
distribution made upon the Common Stock or any other stock of the Corporation
ranking junior to the Series A Preferred Stock as to payment of dividends (other
than dividends paid
<PAGE>
3
or other distributions made in stock of the Corporation ranking junior to the
Series A Preferred Stock as to payment of dividends and upon liquidation,
dissolution or winding up), nor shall any Common Stock, or any other stock of
the Corporation ranking junior to the Series A Preferred Stock as to payment of
dividends be redeemed, purchased or otherwise acquired for any consideration (or
any moneys be paid to or made available for a sinking fund for the redemption of
any shares of such stock) by the Corporation (except by conversion of such
junior stock for stock of the Corporation ranking junior to the Series A
Preferred Stock as to payment of dividends and upon liquidation, dissolution or
winding up).
(c) Except as hereinafter provided, no dividends shall be paid
or declared and set apart for payment or any other distribution made (other than
dividends paid or other distributions made in stock of the Corporation ranking
junior to the Series A Preferred Stock as to payment of dividends and upon
liquidation, dissolution or winding up) on the Preferred Stock of any other
series ranking on a parity with the Series A Preferred Stock as to payment of
dividends for any period unless all accumulated dividends on all outstanding
shares of Series A Preferred Stock have been paid or declared and set apart for
payment or contemporaneously are paid or declared and set apart for payment or
any other distribution made (other than dividends paid or other distributions
made in stock of the Corporation ranking junior to the Series A Preferred Stock
as to payment of dividends and upon liquidation, dissolution or winding up) on
the Series A Preferred Stock unless all accumulated dividends on all outstanding
shares of Preferred Stock of all other series ranking on a parity with the
Series A Preferred Stock as to payment of dividends have been paid or declared
and set apart for payment or contemporaneously are paid or declared and set
apart for payment to the last date to which such dividends are payable. Whenever
all accumulated dividends are not paid in full upon the Series A Preferred Stock
or any other series of Preferred Stock ranking on a parity with the Series A
Preferred Stock as to payment of dividends, all dividends declared or other
distributions made upon shares of Series A Preferred Stock and any other series
of Preferred Stock ranking on a parity with the Series A Preferred Stock as to
payment of dividends shall be declared or made pro rata so that the amount of
dividends declared or other distributions made per share on the Series A
Preferred Stock shall in all cases bear to each other the same ratio that
accumulated and unpaid dividends per share on the shares of Series A Preferred
Stock and such other series of Preferred Stock bear to each other. Any dividend
paid upon the Series A Preferred Stock at a time when any accumulated dividends
for any prior period are delinquent shall be expressly declared as a dividend in
whole or partial payment of the accumulated dividend for the
<PAGE>
4
earliest period for which dividends are then delinquent, and
shall be so designated to each stockholder to whom payment is made.
(d) Whenever all accumulated dividends are not paid in full
upon the Series A Preferred Stock, no stock of the Corporation ranking on a
parity with the Series A Preferred Stock as to payment of dividends may be
redeemed (pursuant to a sinking fund or otherwise), purchased or otherwise
acquired for any consideration by the Corporation except (i) by means of a
redemption pursuant to which all outstanding shares of the Series A Preferred
Stock and all Preferred Stock of the Corporation ranking on a parity with the
Series A Preferred Stock as to payment of dividends are redeemed or pursuant to
which a pro rata redemption is made from all holders of the Series A Preferred
Stock and all Preferred Stock of the Corporation ranking on a parity with the
Series A Preferred Stock as to payment of dividends, the amount allocable to
each series of such stock being determined on the basis of the aggregate
liquidation preference of the outstanding shares of each series and the shares
of each series being redeemed only on a pro rata basis, or (ii) by conversion of
such parity Preferred Stock into, or exchange of such parity Preferred Stock
for, stock of the Corporation ranking junior to the Series A Preferred Stock as
to payment of dividends and upon liquidation, dissolution or winding up.
(e) The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration any shares of
stock of the Corporation unless the Corporation could, under paragraphs (a)-(d)
of this Section 2, purchase or otherwise acquire such shares at such time and in
such manner.
3. Redemption.
(a) The Corporation shall redeem all of the outstanding shares
of Series A Preferred Stock on April 1, 2000. Such redemption of shares of
Series A Preferred Stock shall be effected at a price of $100 per share, plus an
amount equal to accrued and unpaid dividends thereon to the date of the
redemption. The Series A Preferred Stock shall not be redeemable at the option
of the Corporation prior to April 1, 2000.
(b) If funds for the mandatory redemption of all of the shares
of the Series A Preferred Stock are not available on the mandatory redemption
date, the Series A Preferred Stock shall remain outstanding until such time as
funds are legally available for payment of the redemption price. If payment of
the redemption price is not made when due, dividends will continue to accrue on
the Series A
<PAGE>
5
Preferred Stock until funds are available for payment of the redemption price
and such redemption price is paid.
Notice of mandatory redemption shall be mailed by first class
mail, postage prepaid, to each Holder of the shares to be redeemed, at such
Holder's address as the same appears on the stock books of the Corporation. Such
notice shall be so mailed not less than 30 nor more than 45 days prior to the
date fixed for redemption. Each such notice shall state: (i) the redemption
date; (ii) the redemption price; (iii) the place or places where certificates
for such shares of Series A Preferred Stock are to be surrendered for payment of
the redemption price and (iv) that dividends on the shares to be redeemed will
cease to accrue on such redemption date.
If notice of redemption has been given under this Section 3,
from and after the redemption date for the shares of Series A Preferred Stock
called for redemption (unless default shall be made by the Corporation),
dividends on the shares of Series A Preferred Stock so called for redemption
shall cease to accrue and said shares shall no longer be deemed to be
outstanding, and all rights of the Holders thereof as stockholders of the
Corporation (except the right to receive the redemption price) shall cease. Upon
surrender in accordance with said notice of the certificates for any shares so
redeemed (properly endorsed or assigned for transfer, if the notice shall so
state), the redemption price set forth above shall be paid by the Transfer Agent
(or by such bank or trust company designated by the Corporation) to the Holders
of the shares of Series A Preferred Stock subject to redemption.
(c) All shares of Series A Preferred Stock which shall at any
time have been redeemed shall, after such redemption, have the status of
authorized but unissued shares of Preferred Stock, without designation as to
series, and the number of shares of Preferred Stock which the Corporation shall
have the authority to issue shall not be decreased by the redemption of shares
of Series A Preferred Stock.
4. Liquidation Rights.
Upon the dissolution, liquidation or winding up of the
Corporation, whether voluntary or involuntary, the holders of the Series A
Preferred Stock shall be entitled to receive out of the assets of the
Corporation available for distribution to stockholders, the amount of $100 per
share plus an amount equal to all dividends (whether or not declared or due) on
such shares accrued and unpaid thereon to the date of final distribution, before
any payment or distribution shall be made on the Common Stock or on any other
class or series of stock ranking junior to the Series
<PAGE>
6
A Preferred Stock with respect to distributions upon liquidation, dissolution or
winding up. For purposes of this Section 4, the merger or consolidation of the
Corporation or the sale of all or substantially all of the Corporation's assets
shall not be deemed to be a liquidation, dissolution or winding up of the
Corporation. In the event the assets of the Corporation available for
distribution to the holders of shares of the Series A Preferred Stock upon any
dissolution, liquidation or winding up of the Corporation shall be insufficient
to pay in full all amounts to which such holders are entitled pursuant to this
Section 4, no such distributions shall be made upon account of any shares of any
other class or series of stock of the Corporation ranking on a parity with the
shares of the Series A Preferred Stock upon such dissolution, liquidation or
winding up unless proportionate distributive amounts shall be paid on account of
the shares of the Series A Preferred Stock, ratably, in proportion to the full
distributable amounts to which holders of all such parity shares are
respectively entitled upon such dissolution, liquidation or winding up. After
the payment to the holders of the shares of the Series A Preferred Stock of the
full preferential amounts provided for in this Section 6, the holders of the
Series A Preferred Stock as such shall have no right or claim to any of the
remaining assets of the Corporation.
5. Voting Rights.
(a) Except as indicated in this Section 5 and in Section 7 and
in accordance with applicable law, the holders of shares of Series A Preferred
Stock shall have no voting rights.
(b) If at any time dividends payable on the Series A Preferred
Stock, or on any one or more other series of Preferred Stock of the Corporation
entitled to receive cumulative preferred dividends, are in arrears and unpaid in
an amount equal to or exceeding the amount of dividends payable thereon for six
quarterly dividend periods, the number of members of the Board of Directors
shall increase by two, and the holders of the outstanding shares of Preferred
Stock will have the exclusive right, voting separately as a class, to elect such
two directors of the Corporation at the next regular or special meeting of
stockholders of the Corporation. Such voting right will continue for the
Preferred Stock until all dividends on the Series A Preferred Stock and on such
other series have been paid in full, at which time such voting right of the
holders of Preferred Stock will terminate, subject to re-vesting in the event of
a subsequent arrearage. Upon any termination of the aforesaid voting right, the
term of office of all the directors elected by holders of Preferred Stock voting
<PAGE>
7
separately as a class will terminate and the number of members of the Board of
Directors shall decrease by two.
(c) In exercising the voting rights set forth herein or when
otherwise granted voting rights by operation of law, each share of Series A
Preferred Stock shall be entitled to one vote.
6. Reacquired Shares.
Any shares of Series A Preferred Stock purchased or otherwise
acquired by the Corporation in any manner whatsoever shall be retired and
cancelled promptly after the acquisition thereof. All such shares shall upon
their cancellation become authorized but unissued shares of Preferred Stock and
may be reissued as part of a new series of Preferred Stock to be created by
resolution or resolutions of the Board of Directors.
7. Exclusive Remedy.
In the event that dividends are not timely declared on the
shares of the Series A Preferred Stock, the exclusive remedy of the Holders
against the Corporation shall be as set forth in this Certificate of
Designation, Preferences and Rights and in no event shall Holders of such shares
have any right to maintain a suit or proceeding against the Corporation in
respect of such dividends or damages for the failure to receive the same or
resulting from such noncompliance.
8. Amendment.
This Certificate of Designations may be amended, altered or
repealed by the unilateral action of the Board of Directors of the Corporation
without the consent or vote of stockholders. Notwithstanding the preceding
sentence, the Certificate of Incorporation of the Corporation (including this
Certificate of Designations) shall not be amended, altered or repealed in any
manner which would adversely alter or change the powers, preferences or special
rights of the Series A Preferred Stock without the affirmative vote or consent
of the holders of two-thirds or more of the outstanding shares of Series A
Preferred Stock, voting separately as a series; provided, that any increase in
the authorized Preferred Stock or the creation and issuance of any other class
or series of Preferred Stock ranking on a parity with or junior to the Series A
Preferred Stock as to payment of dividends and upon liquidation, dissolution or
winding up or any decrease in the number of shares which constitute the Series A
Preferred Stock (but not below the number of shares thereof then outstanding)
shall not be deemed to adversely alter or change such powers, preferences or
special rights.
<PAGE>
8
IN WITNESS WHEREOF, the Corporation has caused this
Certificate of Designations to be duly executed on its behalf and attested to by
the undersigned this 16th day of December, 1996.
/s/ J.A. Clerico
------------------------------
By: J.A. Clerico
Title: Vice President and
Chief Financial Officer
ATTEST:
/s/ R.A.Bassett
- -----------------------------
By: R.A. Bassett
Title: Assistant Secretary
PRAXAIR, INC.
Certificate of Designations
6.75% Cumulative Preferred Stock, Series B
Par Value $.01 Per Share
------------------
Pursuant to Section 151 of the
General Corporation Law of the State of Delaware
--------------------
The undersigned duly authorized officer of Praxair, Inc., a
Delaware corporation (hereinafter called the "Corporation"), DOES HEREBY CERTIFY
that the following resolution has been duly adopted by the Board of Directors of
the Corporation:
RESOLVED, that pursuant to the authority expressly granted to
and vested in the Board of Directors of the Corporation (the "Board of
Directors") by the provisions of the Certificate of Incorporation of the
Corporation, there hereby is created, out of the 25,000,000 shares of preferred
stock of the Corporation authorized in Article IV of its Certificate of
Incorporation (the "Preferred Stock"), a series of Preferred Stock of the
Corporation consisting of 200,000 shares, which series shall be capital stock of
the Corporation and shall have the following powers, designations, preferences
and relative, participating, optional or other rights, and the following
qualifications, limitations and restrictions (in addition to the powers,
designations, preferences and relative, participating, optional or other rights,
and the qualifications, limitations and restrictions, set forth in the
Certificate of Incorporation of the Corporation which are applicable to the
Preferred Stock):
1. Designation; Number of Shares; Par Value.
The designation of said shares of the Preferred Stock shall be
6.75% Cumulative Preferred Stock, Series B (the "Series B Preferred Stock"). The
number of shares of Series B Preferred Stock shall be limited to 200,000. The
par value of the Series B Preferred Stock shall be $.01 per share. The Series B
Preferred Stock shall rank senior to the Common Stock and shall rank on a parity
with the 7.48%
<PAGE>
Cumulative Preferred Stock, Series A (the "Series A Preferred
Stock"), in each case as to payment of dividends and upon liquidation,
dissolution and winding up.
2. Dividends.
(a) The shares of Series B Preferred Stock shall be entitled
to receive, when and as declared by the Board of Directors or a duly authorized
committee thereof (an "Authorized Board Committee"), out of funds legally
available for the payment of dividends, cumulative cash dividends in the amount
of $6.75 per share per annum, and no more. Dividends shall accumulate and be
payable quarterly on the fifteenth day of March, June, September, and December
in each year (each a "Dividend Payment Date" or collectively, "Dividend Payment
Dates"), commencing March 15, 1997, except that if any Dividend Payment Date is
not a business day in New York City, then such quarterly dividend shall be
payable on the next succeeding business day and such next succeeding business
day shall be the Dividend Payment Date. Dividends on the shares of Series B
Preferred Stock shall accrue and be cumulative from December 16, 1996 and will
be payable to stockholders of record on the record date, which shall be not more
than 45 days nor less than 10 days preceding such Dividend Payment Date, fixed
for such purpose by the Board of Directors or an Authorized Board Committee in
advance of each particular Dividend Payment Date. The amount of dividends
payable on shares of Series B Preferred Stock for each full quarterly dividend
period shall be computed by dividing by four the amount per share per annum set
forth in this paragraph 2. Dividends payable on the Series B Preferred Stock for
the initial dividend period shall be equal to the amount payable for each full
quarterly dividend period. Dividend payments on the Series B Preferred for any
period less than a full quarterly period shall be computed on the basis of a
360-day year of twelve 30-day months. Dividends paid on shares of Series B
Preferred Stock in an amount less than the total amount of such dividends at the
time accumulated and payable on such shares shall be allocated pro rata on a
share-by-share basis among all such shares at the time outstanding.
(b) So long as any shares of Series B Preferred Stock are
outstanding, unless all accumulated dividends on all outstanding shares of
Series B Preferred Stock have been paid or contemporaneously are declared and
paid through the last Dividend Payment Date and full quarterly dividends on the
Series B Preferred Stock have been or contemporaneously are declared and set
apart for payment through the next succeeding Dividend Payment Date, no
dividends shall be paid or declared and set apart for payment or any other
distribution made upon the Common Stock or any other stock of the Corporation
ranking junior to the Series B Preferred Stock as to payment of dividends (other
than dividends paid
<PAGE>
2
or other distributions made in stock of the Corporation
ranking junior to the Series B Preferred Stock as to payment of dividends and
upon liquidation, dissolution or winding up), nor shall any Common Stock, or any
other stock of the Corporation ranking junior to the Series B Preferred Stock as
to payment of dividends be redeemed, purchased or otherwise acquired for any
consideration (or any moneys be paid to or made available for a sinking fund for
the redemption of any shares of such stock) by the Corporation (except by
conversion of such junior stock for stock of the Corporation ranking junior to
the Series B Preferred Stock as to payment of dividends and upon liquidation,
dissolution or winding up).
(c) Except as hereinafter provided, no dividends shall be paid
or declared and set apart for payment or any other distribution made (other than
dividends paid or other distributions made in stock of the Corporation ranking
junior to the Series B Preferred Stock as to payment of dividends and upon
liquidation, dissolution or winding up) on the Preferred Stock of any other
series ranking on a parity with the Series B Preferred Stock as to payment of
dividends for any period unless all accumulated dividends on all outstanding
shares of Series B Preferred Stock have been paid or declared and set apart for
payment or contemporaneously are paid or declared and set apart for payment or
any other distribution made (other than dividends paid or other distributions
made in stock of the Corporation ranking junior to the Series B Preferred Stock
as to payment of dividends and upon liquidation, dissolution or winding up) on
the Series B Preferred Stock unless all accumulated dividends on all outstanding
shares of Preferred Stock of all other series ranking on a parity with the
Series B Preferred Stock as to payment of dividends have been paid or declared
and set apart for payment or contemporaneously are paid or declared and set
apart for payment to the last date to which such dividends are payable. Whenever
all accumulated dividends are not paid in full upon the Series B Preferred Stock
or any other series of Preferred Stock ranking on a parity with the Series B
Preferred Stock as to payment of dividends, all dividends declared or other
distributions made upon shares of Series B Preferred Stock and any other series
of Preferred Stock ranking on a parity with the Series B Preferred Stock as to
payment of dividends shall be declared or made pro rata so that the amount of
dividends declared or other distributions made per share on the Series B
Preferred Stock shall in all cases bear to each other the same ratio that
accumulated and unpaid dividends per share on the shares of Series B Preferred
Stock and such other series of Preferred Stock bear to each other. Any dividend
paid upon the Series B Preferred Stock at a time when any accumulated dividends
for any prior period are delinquent shall be expressly declared as a dividend in
whole or partial payment of the accumulated dividend for the
<PAGE>
3
earliest period for which dividends are then delinquent, and shall be so
designated to each stockholder to whom payment is made.
(d) Whenever all accumulated dividends are not paid in full
upon the Series B Preferred Stock, no stock of the Corporation ranking on a
parity with the Series B Preferred Stock as to payment of dividends may be
redeemed (pursuant to a sinking fund or otherwise), purchased or otherwise
acquired for any consideration by the Corporation except (i) by means of a
redemption pursuant to which all outstanding shares of the Series B Preferred
Stock and all Preferred Stock of the Corporation ranking on a parity with the
Series B Preferred Stock as to payment of dividends are redeemed or pursuant to
which a pro rata redemption is made from all holders of the Series B Preferred
Stock and all Preferred Stock of the Corporation ranking on a parity with the
Series B Preferred Stock as to payment of dividends, the amount allocable to
each series of such stock being determined on the basis of the aggregate
liquidation preference of the outstanding shares of each series and the shares
of each series being redeemed only on a pro rata basis, or (ii) by conversion of
such parity Preferred Stock into, or exchange of such parity Preferred Stock
for, stock of the Corporation ranking junior to the Series B Preferred Stock as
to payment of dividends and upon liquidation, dissolution or winding up.
(e) The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration any shares of
stock of the Corporation unless the Corporation could, under paragraphs (a)-(d)
of this Section 2, purchase or otherwise acquire such shares at such time and in
such manner.
3. Redemption.
(a) The Corporation shall redeem all of the outstanding shares
of Series B Preferred Stock on September 5, 2002. Such redemption of shares of
Series B Preferred Stock shall be effected at a price of $100 per share, plus an
amount equal to accrued and unpaid dividends thereon to the date of the
redemption. The Series B Preferred Stock shall not be redeemable at the option
of the Corporation prior to September 5, 2002.
(b) If funds for the mandatory redemption of all of the shares
of the Series B Preferred Stock are not available on the mandatory redemption
date, the Series B Preferred Stock shall remain outstanding until such time as
funds are legally available for payment of the redemption price. If payment of
the redemption price is not made when due, dividends will continue to accrue on
the Series B
<PAGE>
4
Preferred Stock until funds are available for payment of the redemption price
and such redemption price is paid.
Notice of mandatory redemption shall be mailed by first class
mail, postage prepaid, to each Holder of the shares to be redeemed, at such
Holder's address as the same appears on the stock books of the Corporation. Such
notice shall be so mailed not less than 30 nor more than 45 days prior to the
date fixed for redemption. Each such notice shall state: (i) the redemption
date; (ii) the redemption price; (iii) the place or places where certificates
for such shares of Series B Preferred Stock are to be surrendered for payment of
the redemption price and (iv) that dividends on the shares to be redeemed will
cease to accrue on such redemption date.
If notice of redemption has been given under this Section 3,
from and after the redemption date for the shares of Series B Preferred Stock
called for redemption (unless default shall be made by the Corporation),
dividends on the shares of Series B Preferred Stock so called for redemption
shall cease to accrue and said shares shall no longer be deemed to be
outstanding, and all rights of the Holders thereof as stockholders of the
Corporation (except the right to receive the redemption price) shall cease. Upon
surrender in accordance with said notice of the certificates for any shares so
redeemed (properly endorsed or assigned for transfer, if the notice shall so
state), the redemption price set forth above shall be paid by the Transfer Agent
(or by such bank or trust company designated by the Corporation) to the Holders
of the shares of Series B Preferred Stock subject to redemption.
(c) All shares of Series B Preferred Stock which shall at any
time have been redeemed shall, after such redemption, have the status of
authorized but unissued shares of Preferred Stock, without designation as to
series, and the number of shares of Preferred Stock which the Corporation shall
have the authority to issue shall not be decreased by the redemption of shares
of Series B Preferred Stock.
4. Liquidation Rights.
Upon the dissolution, liquidation or winding up of the
Corporation, whether voluntary or involuntary, the holders of the Series B
Preferred Stock shall be entitled to receive out of the assets of the
Corporation available for distribution to stockholders, the amount of $100 per
share plus an amount equal to all dividends (whether or not declared or due) on
such shares accrued and unpaid thereon to the date of final distribution, before
any payment or distribution shall be made on the Common Stock or on any other
class or series of stock ranking junior to the Series
<PAGE>
5
B Preferred Stock with respect to distributions upon liquidation, dissolution or
winding up. For purposes of this Section 4, the merger or consolidation of the
Corporation or the sale of all or substantially all of the Corporation's assets
shall not be deemed to be a liquidation, dissolution or winding up of the
Corporation. In the event the assets of the Corporation available for
distribution to the holders of shares of the Series B Preferred Stock upon any
dissolution, liquidation or winding up of the Corporation shall be insufficient
to pay in full all amounts to which such holders are entitled pursuant to this
Section 4, no such distributions shall be made upon account of any shares of any
other class or series of stock of the Corporation ranking on a parity with the
shares of the Series B Preferred Stock upon such dissolution, liquidation or
winding up unless proportionate distributive amounts shall be paid on account of
the shares of the Series B Preferred Stock, ratably, in proportion to the full
distributable amounts to which holders of all such parity shares are
respectively entitled upon such dissolution, liquidation or winding up. After
the payment to the holders of the shares of the Series B Preferred Stock of the
full preferential amounts provided for in this Section 6, the holders of the
Series B Preferred Stock as such shall have no right or claim to any of the
remaining assets of the Corporation.
5. Voting Rights.
(a) Except as indicated in this Section 5 and in Section 7 and
in accordance with applicable law, the holders of shares of Series B Preferred
Stock shall have no voting rights.
(b) If at any time dividends payable on the Series B Preferred
Stock, or on any one or more other series of Preferred Stock of the Corporation
entitled to receive cumulative preferred dividends, are in arrears and unpaid in
an amount equal to or exceeding the amount of dividends payable thereon for six
quarterly dividend periods, the number of members of the Board of Directors
shall increase by two, and the holders of the outstanding shares of Preferred
Stock will have the exclusive right, voting separately as a class, to elect such
two directors of the Corporation at the next regular or special meeting of
stockholders of the Corporation. Such voting right will continue for the
Preferred Stock until all dividends on the Series B Preferred Stock and on such
other series have been paid in full, at which time such voting right of the
holders of Preferred Stock will terminate, subject to re-vesting in the event of
a subsequent arrearage. Upon any termination of the aforesaid voting right, the
term of office of all the directors elected by holders of Preferred Stock voting
<PAGE>
6
separately as a class will terminate and the number of members of the Board of
Directors shall decrease by two.
(c) In exercising the voting rights set forth herein or when
otherwise granted voting rights by operation of law, each share of Series B
Preferred Stock shall be entitled to one vote.
6. Reacquired Shares.
Any shares of Series B Preferred Stock purchased or otherwise
acquired by the Corporation in any manner whatsoever shall be retired and
cancelled promptly after the acquisition thereof. All such shares shall upon
their cancellation become authorized but unissued shares of Preferred Stock and
may be reissued as part of a new series of Preferred Stock to be created by
resolution or resolutions of the Board of Directors.
7. Exclusive Remedy.
In the event that dividends are not timely declared on the
shares of the Series B Preferred Stock, the exclusive remedy of the Holders
against the Corporation shall be as set forth in this Certificate of
Designation, Preferences and Rights and in no event shall Holders of such shares
have any right to maintain a suit or proceeding against the Corporation in
respect of such dividends or damages for the failure to receive the same or
resulting from such noncompliance.
8. Amendment.
This Certificate of Designations may be amended, altered or
repealed by the unilateral action of the Board of Directors of the Corporation
without the consent or vote of stockholders. Notwithstanding the preceding
sentence, the Certificate of Incorporation of the Corporation (including this
Certificate of Designations) shall not be amended, altered or repealed in any
manner which would adversely alter or change the powers, preferences or special
rights of the Series B Preferred Stock without the affirmative vote or consent
of the holders of two-thirds or more of the outstanding shares of Series B
Preferred Stock, voting separately as a series; provided, that any increase in
the authorized Preferred Stock or the creation and issuance of any other class
or series of Preferred Stock ranking on a parity with or junior to the Series B
Preferred Stock as to payment of dividends and upon liquidation, dissolution or
winding up or any decrease in the number of shares which constitute the Series B
Preferred Stock (but not below the number of shares thereof then outstanding)
shall not be deemed to adversely alter or change such powers, preferences or
special rights.
<PAGE>
7
IN WITNESS WHEREOF, the Corporation has caused this
Certificate of Designations to be duly executed on its behalf and attested to by
the undersigned this 16th day of December, 1996.
/s/ J.A. Clerico
-------------------------
By: J.A. Clerico
Title: Vice President and
Chief Financial Officer
ATTEST:
/s/ R.A. Bassett
- ---------------------------
By: R.A. Bassett
Title: Assistant Secretary
NUMBER SHARES
7.48% CUMULATIVE PREFERRED STOCK, SERIES A
Incorporated under the Laws of the State of Delaware
PRAXAIR, INC.
This Certifies that ___________________________________________
is the owner of
_______________________________________________________________
fully paid and non-assessable Shares, par value $.01 each,
of the 7.48% CUMULATIVE PREFERRED STOCK, SERIES A of
PRAXAIR, INC.
transferable on the books of the Corporation by the holder
hereof in person or by duly authorized Attorney upon surrender
of this Certificate properly endorsed.
The Corporation will furnish without charge to each
stockholder who so requests, a statement of the powers, desig-
nations, preferences and relative, participating, optional or
other rights of each class of stock or series thereof and the
qualifications, limitations or restrictions of such preferences
and/or rights.
Witness the seal of said Corporation and the signatures of
its duly authorized officers.
Dated
[Assistant] Secretary [Vice] President
<PAGE>
For value Received, _______________________ hereby sell, assign
and transfer unto _____________________________________________
________________________________________________________ Shares
represented by the within Certificate and do hereby irrevocably
constitute and appoint ________________________________________
______________________________________________________ Attorney
to transfer the said shares on the Books of the within named
Corporation with full power of substitution in the premises.
Dated _________________, 19__
____________________________
In Presence of ____________________
NUMBER SHARES
6.75% CUMULATIVE PREFERRED STOCK, SERIES B
Incorporated under the Laws of the State of Delaware
PRAXAIR, INC.
This Certifies that ___________________________________________
is the owner of
_______________________________________________________________
fully paid and non-assessable Shares, par value $.01 each,
of the 6.75% CUMULATIVE PREFERRED STOCK, SERIES B of
PRAXAIR, INC.
transferable on the books of the Corporation by the holder
hereof in person or by duly authorized Attorney upon surrender
of this Certificate properly endorsed.
The Corporation will furnish without charge to each
stockholder who so requests, a statement of the powers, desig-
nations, preferences and relative, participating, optional or
other rights of each class of stock or series thereof and the
qualifications, limitations or restrictions of such preferences
and/or rights.
Witness the seal of said Corporation and the signatures of
its duly authorized officers.
Dated
[Assistant] Secretary [Vice] President
<PAGE>
For value Received, _______________________ hereby sell, assign
and transfer unto _____________________________________________
________________________________________________________ Shares
represented by the within Certificate and do hereby irrevocably
constitute and appoint ________________________________________
______________________________________________________ Attorney
to transfer the said shares on the Books of the within named
Corporation with full power of substitution in the premises.
Dated _________________, 19__
____________________________
In Presence of ____________________
EXHIBIT 23.1
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Amendment No. 1 to the Registration Statement on 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
February 6, 1997
EXHIBIT 23.2
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation by
reference in this Amendment No. 1 to 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 for
the years ended December 31, 1995 and 1994, respectively, which were included in
the Current Reports of Praxair, Inc. on Form 8-K filed March 1, 1996 and January
16, 1996, respectively, and to all references to our Firm included in this
registration statement.
Arthur Andersen LLP
Chicago, Illinois
February 6, 1997
