EXHIBIT 32
[Xxxxxxxx, Xxxxxx, Xxxxx & Xxxx Letterhead]
November 24, 1995
BY HAND
Xxxx X. Xxxxxxxx, Esq.
Xxxxxxxx & Xxxxxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: CBI Confidentiality Agreement
Dear Xxxx:
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.
Xxxx X. Xxxxxxxx, 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/Xxxx Xxxxxxx
Xxxxxxx X. Xxxxxxx
RDK:b
Enclosure
