-----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, VP4HPL5hFyN+TLyBslLjLJ88X/zG5/I9/m9TZ9+oR10dkRnTb/k7UWRCpnbLIJw9 BkB5acBA0hmiLgOmbRbtNA== 0000898822-95-000172.txt : 19951130 0000898822-95-000172.hdr.sgml : 19951130 ACCESSION NUMBER: 0000898822-95-000172 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19951127 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 14D9/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-30135 FILM NUMBER: 95596337 BUSINESS ADDRESS: STREET 1: 800 JORIE BLVD CITY: OAK BROOK STATE: IL ZIP: 60522 BUSINESS PHONE: 7085727000 FILED BY: 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 14D9/A BUSINESS ADDRESS: STREET 1: 800 JORIE BLVD CITY: OAK BROOK STATE: IL ZIP: 60522 BUSINESS PHONE: 7085727000 SC 14D9/A 1 SCHEDULE 14D-9 AMENDMENT NO. 2 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________ SCHEDULE 14D-9 Solicitation/Recommendation Statement Pursuant to Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 2) _______________ CBI INDUSTRIES, INC. (Name of Subject Company) CBI INDUSTRIES, INC. (Name of Person(s) Filing Statement) Common Stock, par value $2.50 per share (and Associated Preferred Stock Purchase Rights) (Title of Class of Securities) _______________ 124800 10 3 (CUSIP Number of Class of Securities) _______________ Charles O. Ziemer, Esq. Senior Vice President and General Counsel CBI Industries, Inc. 800 Jorie Boulevard Oak Brook, Illinois 60521-2268 (708) 572-7000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement) _______________ With a copy to: Richard D. Katcher, Esq. Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019-6150 (212) 403-1000 This Amendment No. 2 amends and supplements the Solicitation/Recomendation Statement on Schedule 14D-9 filed with the Securities and Exchange Commission (the "Commission") on November 16, 1995, and as subsequently amended, by CBI In- dustries, Inc., a Delaware corporation (the "Company" or "CBI"), relating to the tender offer made by PX Acquisition Corp. ("P Sub"), a Delaware corporation and a wholly owned sub- sidiary of Praxair, Inc., a Delaware corporation ("Praxair"), to purchase all outstanding shares of Common Stock, including the associated Rights issued pursuant to the Amendment and Re- statement dated as of August 8, 1989 of a Rights Agreement dated as of March 4, 1986, between the Company and First Chi- cago Trust Company of New York, as Rights Agent, at a price of $32.00 per Share, net to the seller in cash, 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, as disclosed in a Tender Offer Statement on Schedule 14D-1 filed by P Sub and Praxair with the Commission on November 3, 1995, and as subsequently amended (the "Schedule 14D-1"). Un- less otherwise indicated, all capitalized terms used but not defined herein shall have the meanings ascribed to them in the Schedule 14D-9. Item 8. Additional Information To Be Furnished. On November 21, 1995, the Company received a letter from Praxair and a mark-up of the November 20, 1995 draft con- fidentiality agreement the Company had sent to Praxair on No- vember 20, 1995, which letter and mark-up of the draft confi- dentiality agreement was filed as Exhibit (a)(16) to Amendment No. 7 to the Schedule 14D-1. The Company responded to Praxair's November 21, 1995 letter and draft confidentiality agreement mark-up by letter dated November 24, 1995, which is filed herewith as Exhibit 32. Item 9. Material to Be Filed as Exhibits. Item 9 is hereby amended and supplemented by adding thereto the following: Exhibit 32 Letter to Neil T. Anderson, Esq., Sullivan & Cromwell, from Richard D. Katcher, Esq., Wacht- ell, Lipton, Rosen & Katz, dated November 24, 1995. SIGNATURE After reasonable inquiry and to the best of its know- ledge and belief, the undersigned certifies that the informa- tion set forth in this statement is true, complete and correct. CBI INDUSTRIES, INC. Dated: November 27, 1995 By: /s/ John E. Jones John E. Jones Chairman, President and Chief Executive Officer EXHIBIT INDEX Exhibit 32 Letter to Neil T. Anderson, Esq., Sullivan & Cromwell, from Richard D. Katcher, Esq., Wacht- ell, Lipton, Rosen & Katz, dated November 24, 1995. EX-99 2 EXHIBIT 32 EXHIBIT 32 [Wachtell, Lipton, Rosen & Katz Letterhead] November 24, 1995 BY HAND Neil T. Anderson, Esq. Sullivan & Cromwell 125 Broad Street New York, New York 10004 Re: CBI Confidentiality Agreement Dear Neil: I am in receipt of your letter dated November 21, 1995 and your mark-up of the proposed confidentiality agreement. As you know, your mark-up quite explicitly proposes that Praxair be treated more favorably than all other interested parties in that, among other things, Praxair would be permitted to continue its tender offer, engage in any other takeover activities and publicly disclose CBI's confidential information in connection with its tender offer. In essence, Praxair is willing to receive CBI's confidential information but only so long as Praxair is subject to virtually no restriction on its activity. Our draft would give Praxair an agreement no less favorable to it than those entered into by other interested parties. We believe that this is fair and is entirely appropriate. CBI has previously announced that it is actively engaged in exploring alternatives for maximizing shareholder value. To, as you put it, recognize Praxair's "unique status," while pleasing Praxair, would not in the judgment of CBI serve CBI's goal of maximizing shareholder value. The Board's fiduciary duties, of course, run to all CBI shareholders, not to Praxair. Neil T. Anderson, Esq. November 24, 1994 As you are aware, our proposed confidentiality agreement contains a two year standstill provision. In the interests of compromise and in order to facilitate your client's access to the information it requests, CBI would be willing to agree to a six month standstill period. We look forward to your thoughts. Sincerely, /s/Dick Katcher Richard D. Katcher RDK:b Enclosure -----END PRIVACY-ENHANCED MESSAGE-----