-----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, US3p9TIdwk62BTul7rlz8b6quwdZdhRJC+h7biGccGDMsgdkXCoMvyMwldLT9zFQ 5DfoYt8arMFnRwhxRwgjYQ== 0000891836-95-000138.txt : 19951130 0000891836-95-000138.hdr.sgml : 19951130 ACCESSION NUMBER: 0000891836-95-000138 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19951128 SROS: NYSE 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: 95596667 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 #8 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-1 (Amendment No. 8) 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 1 This Amendment No. 8 amends and supplements the Tender Offer Statement on Schedule 14D-1, as amended (the "Schedule 14D-1"), originally filed by Praxair, Inc., a Delaware corporation ("Praxair"), and PX Acquisition Corp., a Delaware corporation (the "Purchaser"), on November 3, 1995 relating to the tender offer disclosed therein to purchase all of the outstanding Shares (including any associated Rights) upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 3, 1995, and the related Letter of Transmittal. Capitalized terms used and not defined herein shall have the meanings set forth in the Schedule 14D-1. ITEM 10. ADDITIONAL INFORMATION Item 10 is hereby amended and supplemented by adding thereto the following: (f) On November 27, 1995, the letter attached hereto as Exhibit (a)(16) was sent by Mr. Neil T. Anderson to Mr. Richard D. Katcher. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. Item 11 is hereby amended and supplemented by adding thereto the following: (a)(16) Text of letter to Richard D. Katcher, dated November 27, 1995. 2 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 28, 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 Exhibit Numbered No. Description Pages (a)(17) Text of letter to Richard D. Katcher, dated November 27, 1995. EX-99 2 LETTER TO R. KATCHER 1 SULLIVAN & CROMWELL 125 BROAD STREET NEW YORK, NEW YORK 10004 (212) 558-4000 FACSIMILE: (212) 558-3588 November 27, 1995 Richard D. Katcher, Esq., Wachtell, Lipton, Rosen & Katz, 51 West 52nd Street, New York, New York 10019. Re: CBI Confidentiality Agreement Dear Dick: I am in receipt of your letter dated November 24, 1995. For the reasons set forth in my November 21 letter, the standstill provisions you are proposing remain unacceptable to Praxair even if the standstill period were to be reduced to six months as you suggest. Among other things, the suggested standstill provisions would require Praxair to terminate its current tender offer and take no other direct or indirect actions in furtherance of the acquisition of CBI until the end of the standstill period. However, in the interest of promptly reaching an agreement whereby Praxair could have access to information and persons within CBI on a basis comparable to the access being provided to other parties, Praxair would be prepared to sign a confidentiality agreement with CBI similar to the mark-up we previously sent you which would also contain a prohibition on Praxair acquiring any shares of CBI pursuant to its tender offer or otherwise at any time prior to January 1, 1996, subject to early termination of such prohibition in the event CBI were to enter into any definitive agreement with any party, including Praxair, with respect to an extraordinary transaction. Praxair's proposal would give CBI a period in excess of two months from the date Praxair publicly proposed to acquire CBI to explore alternatives to maximize shareholder value, which we feel is 2 a more than adequate period of time, particularly since CBI has already been "actively engaged" in such explorations. I will call you tomorrow morning to discuss this matter further. If Praxair's proposal is acceptable, we would like to finalize and sign the confidentiality agreement tomorrow in order that access to confidential information and persons within CBI can commence promptly. Sincerely, Neil T. Anderson -----END PRIVACY-ENHANCED MESSAGE-----