praxair8k_030408.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
————————————
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): March 4, 2008
————————————
PRAXAIR,
INC.
(Exact
name of registrant as specified in its charter)
————————————
|
Delaware
|
1-11037
|
06-1249050
|
|
(State
or other jurisdiction of
incorporation
or organization)
|
(Commission
file number)
|
(I.R.S.
Employer
Identification
No.)
|
39
Old Ridgebury Road
Danbury,
CT 06810-5113
(Address
of principal executive offices)
(203) 837-2000
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
————————————
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item
1.01. Entry
into a Material Definitive Agreement.
On March 7, 2008, Praxair, Inc. (the
“Company”) issued $500,000,000 million aggregate principal amount of 4.625%
notes due 2015 (the “Notes”). The Notes were sold in a registered
offering under the Securities Act of 1933, pursuant to the Company’s shelf
registration statement on Form S-3 filed with the Securities and Exchange
Commission (“SEC”) on December 14, 2006. The material terms of the
Notes are described in the Company’s prospectus supplement dated March 4, 2008
filed with the SEC on March 5, 2008.
In connection with the issuance of the
Notes, the Company entered into a Terms Agreement dated March 4, 2008 (the
“Terms Agreement”) with Credit Suisse Securities (USA) LLC, Deutsche Bank
Securities Inc. and HSBC Securities (USA) Inc., as underwriters acting on their
behalf and on behalf of the other underwriters (the
“Underwriters”). Pursuant to and subject to the terms and conditions
of the Terms Agreement, the Underwriters agreed to purchase the Notes from the
Company for resale in the registered offering. The Terms Agreement is
filed as Exhibit 1 to this Form 8-k.
In connection with the Notes offering,
Cahill Gordon & Reindel LLP provided certain legal opinions to the Company
that are filed as Exhibit 5 to this Form 8-K.
Item
9.01. Financial
Statements and Exhibits.
(d)
Exhibits. The following exhibits are furnished herewith:
|
Exhibit
No.
|
Description
|
| |
|
|
1
|
Terms
Agreement dated March 4, 2008
|
|
5
|
Opinion
of Cahill Gordon & Reindel LLP
|
|
23
|
Consent
of Cahill Gordon & Reindel LLP
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated:
March 7, 2007
|
|
PRAXAIR,
INC.
By:
/s/ James T.
Breedlove
James
T. Breedlove
Senior
Vice President,
General
Counsel and Secretary
|
Exhibit
Index
Exhibit
No. Description
1 Terms Agreement dated March 4,
2008
5
Opinion of Cahill Gordon
& Reindel
23 Consent
of Cahill Gordon & Reindel (included in Exhibit 5)