-----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, ILW5jNL6yQPRk/pWr2zunh2uFjcAY1otikCvq+XvuKeoEzR9nKIFRIfA8eAeDk3K NKToEolJQ5wG+bhC0G370Q== 0000898822-95-000191.txt : 19951227 0000898822-95-000191.hdr.sgml : 19951227 ACCESSION NUMBER: 0000898822-95-000191 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19951226 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: 95604449 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 AMEND. 8 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. 8) _______________ 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. 8 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 (as so amend- ed, the "Schedule 14D-9"), by CBI Industries, Inc., a Delaware corporation (the "Company" or "CBI"), relating to the tender offer made by PX Acquisition Corp. ("P Sub"), a Delaware corpo- ration and a wholly owned subsidiary of Praxair, Inc., a Dela- ware corporation ("Praxair"), to purchase all outstanding shares of Common Stock, including the associated Rights issued pursuant to the Amendment and Restatement dated as of August 8, 1989 of a Rights Agreement dated as of March 4, 1986, between the Company and First Chicago 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 (which together constitute the "Praxair Offer"), as disclosed in a Tender Offer Statement on Schedule 14D-1 filed by P Sub and Praxair with the Commission on Novem- ber 3, 1995, and as subsequently amended. Unless 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. Item 8 is hereby amended and supplemented by adding thereto the following: On December 22, 1995, the Company and Praxair issued a joint press release (the "December 22 Press Release"). The December 22 Press Release is attached hereto as Exhibit 36 and is incorporated by reference herein in its entirety. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS Item 9 is hereby amended and supplemented by adding thereto the following: Exhibit 36 Press Release, dated December 22, 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: December 26, 1995 By: /s/ John E. Jones John E. Jones Chairman, President and Chief Executive Officer -2- EXHIBIT INDEX Exhibit 36 Press Release, dated December 22, 1995. -3- EX-99 2 EXHIBIT 36 Exhibit 36 CONTACTS: Investor Relations Lawrence A. Rand Nigel D. Muir Scott S. Cunningham Kekst and Company Praxair, Inc. Praxair, Inc. 212-593-2655 203-837-2240 203-837-2073 FOR IMMEDIATE RELEASE PRAXAIR ANNOUNCES DEFINITIVE MERGER AGREEMENT WITH CBI INDUSTRIES DANBURY, Conn., December 22, 1995 -- Praxair, Inc. (NYSE:PX) and CBI Industries, Inc. (NYSE:CBI) announced today that they have signed a definitive merger agreement in which Praxair will pur- chase all outstanding common shares of CBI for $33.00 per share in cash. The Boards of Directors of both companies have unani- mously approved the agreement. To complete the transaction, Praxair said that it intends next week to amend its tender offer commenced on November 3, 1995 to increase its offering price to $33.00 per share. Consummation of the tender offer is subject to terms and conditions to be set forth in the tender offer. "The strategic fit between our two companies will lead to greater sales growth, lower costs and a wider array of prod- ucts, applications and technologies," said H. William Lichtenberger, Praxair's chairman and chief executive officer. "We are pleased that this transaction will be completed in a timely manner and on a cooperative basis and we look forward to bringing our organizations together quickly." "The shareholders of CBI are well-served by this merger agree- ment," said CBI's chairman and president, John E. Jones. "Praxair's position as a world leader in industrial gases will strengthen CBI's global operations and present our employees with significant new opportunities," he said. 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 dis- tributes atmospheric, process and specialty gases, and high- performance surface coatings. Praxair is a leader in the com- mercialization of new technologies that bring productivity and environmental benefits to a diverse group of industries. 2 CBI Industries, Inc. has subsidiaries operating throughout the world in producing and distributing carbon dioxide and indus- trial gases; in designing, engineering, fabricating and erect- ing metal plate structures and in executing other contracting services; and in providing oil and refined petroleum product storage and blending facilities. # # # -----END PRIVACY-ENHANCED MESSAGE-----