8-K
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 7, 2007
PRAXAIR,
INC.
(Exact name of registrant as specified in its charter)
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| DELAWARE |
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| (State or Other jurisdiction of incorporation) |
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| 1-11037
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06-124-9050 |
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| (Commission File Number)
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(IRS Employer Identification No.) |
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| 39 OLD RIDGEBURY ROAD, DANBURY, CT
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06810-5113 |
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| (Address of principal executive offices)
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(Zip Code) |
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(203)837-2000
(Registrant’s telephone number, including area code)
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N/A
(Former name or former address, if changed since last report)
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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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
TABLE OF CONTENTS
ITEM 1.01 Entry into a Material Definitive Agreement.
On March 7, 2007, Praxair, Inc. (the “Company”) priced $325 million aggregate principal amount of
5.20% notes due 2017 (the “Notes”). The Notes will be sold on March 15, 2007 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 7,
2007 filed with the SEC on March 9, 2007.
In connection with the pricing of the Notes, the Company entered into a Terms Agreement dated March
7, 2007 (the “Terms Agreement”) with Citigroup Global Markets Inc., Deutsche Bank Securities Inc.,
and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as underwriters acting on their behalf and
on behalf of 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.
ITEM 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit No. |
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Description |
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Terms Agreement dated March 7, 2007. |
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.
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PRAXAIR, INC.
Registrant
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Date: March 13, 2007
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By:
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/s/ James T. Breedlove
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James T. Breedlove
Senior Vice President,
General Counsel and Secretary |
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Exhibit Index
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| Exhibit No. |
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Description |
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Terms Agreement dated March 7, 2007 |