-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, O8XVEpClmTTxzhtf8xEXFDptwbprDDZlJQhkw5Oi3DMChYkVNiuetU5tkNMTEvjP ZEpxgr20eJCaPQzWeoA1TA== 0000891836-95-000130.txt : 19951121 0000891836-95-000130.hdr.sgml : 19951121 ACCESSION NUMBER: 0000891836-95-000130 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19951117 SROS: NYSE GROUP MEMBERS: PRAXAIR, INC. GROUP MEMBERS: PX ACQUISITION CORP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CBI INDUSTRIES INC /DE/ CENTRAL INDEX KEY: 0000310431 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INORGANIC CHEMICALS [2810] IRS NUMBER: 363009343 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-30135 FILM NUMBER: 95594735 BUSINESS ADDRESS: STREET 1: 800 JORIE BLVD CITY: OAK BROOK STATE: IL ZIP: 60522 BUSINESS PHONE: 7085727000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PX ACQUISITION CORP CENTRAL INDEX KEY: 0001003013 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 39 OLD RIDGEBURY ROAD CITY: DANBURY STATE: CT ZIP: 06810-5113 BUSINESS PHONE: 203837200 MAIL ADDRESS: STREET 1: 39 OLD RIDGEBURY ROAD CITY: DANBURY STATE: CT ZIP: 06810-5113 SC 14D1/A 1 SCHEDULE 14D1/A - AMENDMENT NO. 4 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-1 (Amendment No. 4) Tender Offer Statement (Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934) CBI Industries, Inc. (Name of Subject Company) Praxair, Inc. PX Acquisition Corp. (Bidders) Common Stock, $2.50 par value per share (and the associated Rights) (Title of Class of Securities) 124800-10-3 (CUSIP Number of Class of Securities) David H. Chaifetz Vice President, General Counsel and Secretary Praxair, Inc. 39 Old Ridgebury Road Danbury, Connecticut 06810-5113 (203) 837-2000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidder) Copies to: Neil T. Anderson, Esq. Sullivan & Cromwell 125 Broad Street New York, New York 10004 (212) 558-4000 2 This Amendment No. 4 amends and supplements the Tender Offer Statement on Schedule 14D-1, as amended (the "Schedule 14D-1"), originally filed by Praxair, Inc., a Delaware corporation ("Praxair"), and PX Acquisition Corp., a Delaware corporation (the "Purchaser"), on November 3, 1995 relating to the tender offer disclosed therein to purchase all of the outstanding Shares (including any associated Rights) upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 3, 1995, and the related Letter of Transmittal. Capitalized terms used and not defined herein shall have the meanings set forth in the Schedule 14D-1. Item 3. Past Contacts, Transactions or Negotiations with the Subject Company. Item 3 is hereby amended and supplemented by adding thereto the following: On November 17, 1995, the letter contained in the press release attached hereto as Exhibit (a)(14) was sent by Mr. H. William Lichtenberger to Mr. John E. Jones. Item 11. Material to be Filed as Exhibits. Item 11 is hereby amended and supplemented by adding thereto the following: (a)(14) Text of press release dated November 17, 1995. 3 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: November 17, 1995 PRAXAIR, INC. By:/s/ David H. Chaifetz Name: David H. Chaifetz Title: Vice President, General Counsel and Secretary PX ACQUISITION CORP. By: /s/ David H. Chaifetz Name: David H. Chaifetz Title: President-Secretary 1 INDEX TO EXHIBITS
Sequentially Numbered Exhibit No. Description Pages (a)(14) Text of press release dated November 17, 1995.
EX-99 2 PRESS RELEASE - EXHIBIT (A)(14) WHICH IS EX-99 1 EXHIBIT (a)(14) CONTACTS: Thomas M. Daly, Jr. Nigel D. Muir Investor Relations Roy Winnick Praxair, Inc. Scott S. Cunningham Kekst and Company 203-837-2240 Praxair, Inc. 212-593-2655 203-837-2073 DANBURY, Conn., November 17, 1995 -- Praxair, Inc. (NYSE: PX) said today that it had sent the attached letter to Mr. John E. Jones, Chairman, President and Chief Executive Officer of CBI Industries, Inc. (NYSE: CBI): Mr. John E. Jones Chairman, President and Chief Executive Officer CBI Industries, Inc. 800 Jorie Boulevard Oak Brook, Illinois 60521-2268 Dear John: As CBI Industries, Inc. ("CBI") indicated in its Solicitation/Recommen- dation Statement on Schedule 14D-9, dated November 16, 1995, CBI is actively exploring alternatives to maximize stockholder value. In that regard, CBI has (i) entered into agreements concerning the furnishing of confidential information to other parties, (ii) responded to due diligence inquiries and (iii) had preliminary discussions with other parties regarding such other parties' potential interest in entering into, among other things, an extraordinary transaction with CBI. As stated in my letter to you, dated October 27, 1995, our offer to acquire CBI at $32 per share is based on publicly available information. We object strongly to the provision by CBI of non-public information relating to CBI or any of its subsidiaries and access to any individuals within CBI or any of its subsidiaries to any other party interested in the purchase of or a business combination with CBI without the contemporaneous provision of such information and access to Praxair, Inc. ("Praxair"). We believe that in connection with any discussions regarding the possible sale of CBI, it is the fiduciary duty of the CBI Board of Directors to maximize the value of CBI for its stockholders. We additionally believe that to do so (and to properly discharge such fiduciary duty) the CBI Board of Directors must, among other things, ensure that all interested parties are placed on a "level playing field" with regard to non-public information and access to individuals. In this regard, Praxair is prepared to 2 promptly enter into a standard confidentiality agreement, which agreement would not, of course, contain any inappropriate provisions restricting our ability to make offers to or otherwise communicate with CBI or its stockholders. In addition, we are amending our complaint in Delaware to require that CBI maintain a "level playing field" and provide non-public information and access to individuals on a comparable and contemporaneous basis. Please provide to us such a confidentiality agreement and, subsequent to the execution thereof, any non-public information and access to individuals which have already been provided to other interested parties. Additionally, please implement proper procedures to ensure that Praxair receives at least contemporaneously all such non-public information and access to individuals provided to other interested parties in the future. Very truly yours, H. William Lichtenberger Praxair is the largest industrial gases company in North and South America, and one of the largest worldwide, with 1994 sales of $2.7 billion. The company produces, sells and distributes atmospheric, process and specialty gases, and high-performance surface coatings. Praxair is a leader in the commercialization of new technologies that bring productivity and environmental benefits to a diverse group of industries. -----END PRIVACY-ENHANCED MESSAGE-----