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~~The ~~(Date~~Securities ofExchange ~~earliest~~Act ~~event~~of ~~reported):~~1934 ~~October 16, 2018~~

Date of Report (Date of earliest event reported): October 31, 2018

PRAXAIR, INC.

(Exact name of registrant as specified in its charter)

DELAWARE

(State or Other jurisdiction of incorporation)

1-11037		06-~~124-9050~~1249050
(Commission File Number)		(IRS Employer Identification No.)
10 RIVERVIEW DRIVE, DANBURY, CT		06810
(Address of principal executive offices)		(Zip Code)

(203) 837-2000

(Registrant’s telephone number, including area code)

N/A

(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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial account standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 52.~~02.~~01 ~~Departure~~Completion of ~~Directors~~Acquisition or ~~Certain~~Disposition ~~Officers; Election~~ of ~~Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Assets.

On October 1631, 2018, ~~in connection with the proposed business combination of~~ Praxair, Inc., ~~(“Praxair”)~~a ~~with~~Delaware ~~Linde~~corporation AG (the “~~Transaction~~Company”), ~~the~~and ~~Board~~Linde ofAktiengesellschaft, ~~Directors~~a ofstock ~~Praxair~~corporation incorporated (under the laws of Germany (“~~Board~~Linde AG”) ~~adopted~~, ~~contingent~~combined ~~on,~~under ~~and~~Linde ~~effective as of~~plc, ~~the~~a ~~closing~~public oflimited ~~the~~company ~~Transaction,~~incorporated ~~each~~under of the ~~Praxair,~~ ~~Inc.~~laws ~~2018~~of ~~Equalization~~Ireland ~~Benefit Plan~~ (~~the~~ “~~2018~~Linde ~~EBP~~plc”), ~~Praxair,~~as ~~Inc.~~contemplated ~~2018~~by ~~Supplemental Retirement Income Plan A (~~the ~~“2018~~business ~~SRIP~~combination ~~A”)~~agreement, ~~and~~dated June 1, ~~Praxair~~2017, ~~Inc.~~as ~~2018~~amended ~~Supplemental~~on ~~Retirement~~August 10, ~~Income~~2017 ~~Plan B~~ (the “~~2018~~Business ~~SRIP~~Combination BAgreement” ~~and~~), ~~together~~by ~~with the 2018 EBP~~ and ~~2018~~among ~~SRIP~~the ACompany, ~~the~~Linde ~~“2018~~AG, ~~Nonqualified~~Linde ~~Retirement Plans”). In addition~~plc, ~~the~~Zamalight ~~Board~~Holdco ~~took~~LLC ~~action~~and toZamalight ~~cause each of the existing Praxair~~Subco, Inc. ~~Equalization Benefit Plan~~ (the “~~Existing~~Business ~~EBP~~Combination”)~~, Praxair, Inc~~. ~~Supplemental~~Pursuant ~~Retirement~~to the ~~Income~~Business ~~Plan~~Combination AAgreement, (i) the ~~“Existing~~Company ~~SRIP~~became ~~A”)~~an ~~and~~indirect ~~Praxair,~~wholly-owned ~~Inc.~~subsidiary ~~Supplemental~~of ~~Retirement~~Linde ~~Income~~plc ~~Plan~~through ~~B (~~the ~~“Existing~~merger ~~SRIP~~of B”Zamalight ~~and~~Subco, ~~together~~Inc., ~~with~~an ~~the~~indirect ~~Existing~~wholly-owned ~~EBP~~Delaware ~~and~~subsidiary ~~Existing~~of ~~SRIP~~Linde A,plc ~~the~~with ~~“Existing Nonqualified~~and ~~Retirement~~into ~~Plans~~the Company (the “Merger”), toand be(ii) Linde ~~frozen,~~AG ~~including~~became ~~with~~an ~~respect~~indirect tosubsidiary ~~benefit~~of ~~accruals,~~Linde ~~effective~~plc asthrough ofan ~~the~~exchange ~~closing~~offer ofby ~~the~~Linde ~~Transaction.~~plc ~~The~~for ~~closing~~each ofissued ~~the~~and ~~Transaction~~outstanding isbearer ~~subject~~share toof ~~regulatory~~Linde ~~approval~~AG ~~and~~ (the ~~completion~~“Exchange ~~of other prerequisites~~Offer”).

~~The~~In ~~terms of~~ the ~~2018~~Merger, ~~Nonqualified~~each ~~Retirement~~issued ~~Plans~~and ~~are~~outstanding ~~materially~~share ~~consistent~~of ~~with~~common ~~the~~stock ~~terms~~ of the ~~Existing Nonqualified Retirement Plans~~Company, ~~which~~par ~~generally~~value ~~provide~~$0.01 ~~retirement~~per ~~benefits~~share to(the ~~eligible~~“Company ~~participants~~Shares”), was ~~including~~converted ~~Praxair’s~~into ~~named~~the ~~executive~~right ~~officers,~~to ~~that~~receive ~~would~~one ~~otherwise~~ordinary beshare, ~~paid~~nominal ~~under~~value ~~Praxair’s~~€0.001 ~~tax-qualified~~per ~~pension~~share, ~~plan~~of ~~but for~~Linde ~~certain~~plc ~~limitations~~(the ~~under~~“Linde ~~federal~~plc ~~tax law and due to elective compensation deferrals~~Shares”). ~~Contingent~~Each onissued ~~the~~and ~~closing~~outstanding ofordinary ~~the~~bearer ~~Transaction~~share, ~~benefits~~without ~~will~~par ~~generally~~value, ~~accrue~~of ~~under~~Linde ~~the~~AG ~~Existing~~that ~~Nonqualified~~was ~~Retirement Plans until the closing of the~~validly ~~Transaction~~tendered ~~and~~in ~~accrue under~~ the ~~2018~~Exchange ~~Nonqualified~~Offer ~~Retirement~~was ~~Plans~~exchanged ~~after~~for ~~the~~1.540 ~~closing~~Linde ofplc ~~the Transaction~~Shares.

The ~~foregoing~~issuance ~~description~~of isLinde ~~qualified~~plc Shares in ~~its~~connection with the Business ~~entirety~~Combination, byas described above, was registered under the ~~terms~~Securities Act of ~~the~~1933, ~~2018~~as ~~EBP~~amended, ~~2018~~pursuant ~~SRIP~~to Aa ~~and~~registration ~~2018~~statement ~~SRIP~~on B,Form ~~copies~~S-4 of(File No. 333-218485), which ~~are~~was ~~attached~~declared ~~hereto~~effective asby ~~Exhibit~~the 99Securities and Exchange Commission (the “SEC”) on August 14, 2017.1 Praxair’s stockholders approved the Merger at Praxair’s special meeting held on September 27, ~~Exhibit~~2017, ~~99.2~~at which approximately 83% of the total issued and ~~Exhibit~~outstanding Praxair Shares were voted to approve the Business Combination, representing approximately 99% of the total votes cast at the special meeting on this proposal.3 The tender period for the Exchange Offer expired on November 24, ~~respectively~~2017, ~~and~~with ~~are~~a ~~incorporated~~total byof ~~reference~~170,874,958 ~~into~~Linde ~~this~~AG ~~Item~~Shares 5validly tendered, which corresponds to an acceptance rate of approximately 92% of the share capital of Linde AG.~~02.~~

~~Forward-looking~~The ~~Statements~~description of the Business Combination Agreement contained herein does not purport to be complete and is qualified in its entirety by reference to the Business Combination Agreement, a copy of which is filed as Exhibit 2.1 and 2.1(a) hereto and is incorporated herein by reference. This summary is not intended to modify or supplement any factual disclosures about the Company, Linde AG or Linde plc, and should not be relied upon as disclosure about the Company, Linde AG or Linde plc without consideration of the periodic and current reports of the Company, Linde AG or Linde plc. In particular, it is important to bear in mind that the representations and warranties contained in the Business Combination Agreement were negotiated with the principal purpose of allocating risk between the parties to the Business Combination Agreement, rather than establishing matters as facts, and you should not rely upon the representations and warranties contained in the Business Combination Agreement as characterizations of actual facts or circumstances as of the date of the Business Combination Agreement or as of any other date.

~~This~~Item ~~document contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995~~3.01 ~~These~~Notice ~~statements are based on management’s reasonable expectations and assumptions as~~ of ~~the~~Delisting date the statements are made but involve risks and uncertainties. These risks and uncertainties include, without limitation: the expected timing and likelihood of the completion of the contemplated business combination with Linde AG, including the timing, receipt and terms and conditions of any required governmental and regulatory approvals that could reduce anticipated benefits or ~~cause~~Failure ~~the parties~~ to ~~abandon~~Satisfy the transaction; the occurrence of any event, change or other circumstances that could give rise to the termination of the business combination agreement; the ability to successfully complete the proposed business combination, regulatory or other limitations imposed as a ~~result~~Continued ofListing ~~the~~Rule proposed business combination; the success of the business following the proposed business combination; the ability to successfully integrate the Praxair and Linde businesses; the risk that the combined company may be unable to achieve expected synergies or ~~that it may take longer or be more costly than expected to achieve those synergies~~Standard; ~~the~~Transfer ~~performance~~ of stock markets generally; developments in worldwide and national economies and other international events and circumstances; changes in foreign currencies and in interest rates; the cost and availability of electric power, natural gas and other raw materials; the ability to achieve price increases to offset cost increases; catastrophic events including natural disasters, epidemics and acts of war and terrorism; the ability to attract, hire, and retain qualified personnel; the impact of changes in financial accounting standards; the impact of changes in pension plan liabilities; the impact of tax, environmental, healthcare and other legislation and government regulation in jurisdictions in which the company operates, including the impact of the U.S. Tax Cuts and Jobs Act of 2017; the cost and outcomes of investigations, litigation and regulatory proceedings; the impact of potential unusual or non-recurring items; continued timely development and market acceptance of new products and applications; the impact of competitive products and pricing; future financial and operating performance of major customers and industries served; the impact of information technology system failures, network disruptions and breaches in data security; and the effectiveness and speed of integrating new acquisitions into the business. These risks and uncertainties may cause actual future results or circumstances to differ materially from the GAAP or adjusted projections or estimates contained in the forward-looking statements. Listing

~~Praxair~~Prior ~~assumes~~to nothe ~~obligation~~Business toCombination, ~~update~~the orCompany ~~provide~~Shares ~~revisions~~were registered pursuant to ~~any~~Section 12(b) ~~forward-looking~~of ~~statement~~the inExchange Act ~~response~~and tolisted ~~changing~~on ~~circumstances~~the New York Stock Exchange (“NYSE”). ~~The~~In ~~above~~connection ~~listed~~with ~~risks~~ the completion of the Business Combination, the Company requested that the NYSE withdraw the Company Shares from listing on the NYSE and ~~uncertainties~~file a Form 25 with the SEC to report that the Company Shares are ~~further~~no ~~described~~longer inlisted ~~Item~~on 1Athe NYSE. The Company Shares were suspended from trading on the NYSE as of close of business (~~Risk~~New ~~Factors~~York Time) inon October 30, 2018. The Company will file a Form 25

~~Praxair’s~~to ~~latest~~delist ~~Annual~~and ~~Report~~deregister onits ~~Form~~three ~~10-K~~series ~~filed~~of ~~with~~Euro-denominated notes (the ~~SEC~~“Euro Notes”), including its 1.50% Notes due 2020, 1.20% Notes due 2024 and in1.625% ~~the~~Notes ~~proxy~~due ~~statement/prospectus~~2025, ~~included~~that are currently listed on the NYSE. Trading in the ~~Registration~~Euro ~~Statement~~Notes on ~~Form~~the ~~S-4~~NYSE ~~(which~~is ~~Registration~~expected ~~Statement~~to ~~was~~be ~~declared~~suspended ~~effective~~as of close of business (New York Time) on ~~August~~November 149, ~~2017)~~2018. ~~filed~~The byCompany ~~Linde~~expects ~~plc~~to file a Form 15 with the SEC ~~which~~to ~~should~~terminate bethe ~~reviewed~~registration ~~carefully.~~under the ~~Please~~Exchange ~~consider~~Act of the Praxair Shares and its Euro Notes and to suspend the Company’s ~~forward-looking~~reporting ~~statements~~obligations ~~in light~~under Section 15(d) of ~~those~~the ~~risks~~Exchange Act as promptly as practicable. The Company intends to apply for listing of the Euro Notes on an alternate securities exchange.

~~ITEM~~The 9information set forth in Item 2.01. ~~Financial~~of ~~Statements~~this ~~and~~Current ~~Exhibits~~Report on Form 8-K is incorporated by reference into this Item 3.01.

~~(d) Exhibits~~Item 3.03 Material Modification to Rights of Security Holders.

Exhibit No.		Description
99.1		Praxair, Inc. 2018 Equalization Benefit Plan.
99.2		Praxair, Inc. 2018 Supplemental Retirement Income Plan A.
99.3		Praxair, Inc. 2018 Supplemental Retirement Income Plan B.

The information set forth in Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

~~SIGNATURES~~Item 5.01 Change in Control of Registrant.

~~Pursuant~~As toa ~~the~~result ~~requirements~~ of the ~~Securities~~Merger ~~Exchange~~pursuant ~~Act~~to ~~of 1934,~~ the ~~registrant~~Business ~~has~~Combination ~~duly~~Agreement, ~~caused~~a ~~this~~change ~~report~~of tocontrol beof ~~signed~~the onCompany ~~its~~occurred ~~behalf~~and by the ~~undersigned~~Company became an ~~hereunto~~indirect ~~duly~~subsidiary ~~authorized~~of Linde plc.

The information set forth in Items 2.01, 3.03 and 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Immediately following the effective time of the Merger, all members of the board of directors of the Company were replaced by Guillermo Bichara and Matthew J. White. The executive officers of the Company immediately following the effective time of the Merger are Stephen F. Angel, President & Chief Executive Officer, Guillermo Bichara, General Counsel & Secretary, Eduardo F. Menezes, Vice President, Anne K. Roby, Vice President, David P. Strauss, Vice President, and Matthew J. White, Vice President & Chief Financial Officer.

The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this item 5.02.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the completion of the Merger and pursuant to the Business Combination Agreement, on October 31, 2018, upon the effective time of the Merger, the Company’s certificate of incorporation and bylaws were amended and restated in their entirety. Copies of the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

Item 9.01

Financial Statements and Exhibits.


Exhibit Number		Description of Exhibit

2.1		Business Combination Agreement, dated June 1, 2017, by and among Praxair, Inc., Linde Aktiengesellschaft, Linde plc (formerly known as Zamalight plc), Zamalight Holdco LLC and Zamalight Subco, Inc. was filed as Annex A to the proxy statement/prospectus forming a part of the Registration Statement on Form S-4 of Linde plc filed on June 5, 2017, as amended (file no. 333-218485) and is incorporated herein by reference.

2.1(a)		Amendment No. 1, dated August 10, 2017, to the Business Combination Agreement, by and among Praxair, Inc., Linde Aktiengesellschaft, Linde plc (formerly known as Zamalight plc), Zamalight Holdco LLC and Zamalight Subco, Inc. was filed as Annex A to the proxy statement/prospectus forming a part of the Registration Statement on Form S-4 of Linde plc, filed on June 5, 2017, as amended (file no. 333-218485) and is incorporated herein by reference.

3.1		Amended and Restated Certificate of Incorporation of Praxair, Inc.

3.2		Amended and Restated Bylaws of Praxair, Inc.

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.


PRAXAIR, INC.



By:		/s/ Guillermo Bichara


Name:		Guillermo Bichara


Title:		General Counsel

Date: October 31, 2018

PRAXAIR, INC.

Registrant

Date: October 22, 2018

/s/ Guillermo Bichara

Guillermo Bichara

Vice President, General Counsel & Corporate Secretary

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