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):
December 20, 1994
CBI Industries, Inc.
(Exact name of registrant as specified in its charter)
Delaware 7833 36-3009343
(State of (Commission (IRS Employer
Incorporation) File No.) Identification Number)
800 Jorie Boulevard
Oak Brook, Illinois 60522-7001
(Address, including zip code, of principal executive offices)
Registrant's telephone number including area code: 708-572-7000
<PAGE>
Item 5. Other Events.
On December 20, 1994, the Board of Directors of CBI
Industries, Inc. (the "Company") approved amendments to its
Shareholder Rights Plan. The amendments to the Plan are
described in Item 1 (Description of Registrant's Securities to
be Registered) of an Amendment No. 2 on Form 8A/A dated
December 21, 1994 to a Registration Statement on Form 8-A
dated March 7, 1986 (Commission File No. 1-7833) and such
description is hereby incorporated herein by reference. Such
description does not purport to be complete and is qualified
in its entirety by reference to the Amendment dated December
20, 1994 to an Amendment and Restatement of Rights Agreement
dated as of August 8, 1989, between the Company and First
Chicago Trust Company of New York, as Rights Agent, which is
attached as Exhibit 1 hereto and is hereby incorporated herein
by reference.
Also on December 20, 1994, the Company issued a
press release, which is attached hereto as Exhibit 2 and is
hereby incorporated herein by reference.
Item 7. Financial Statements Pro Forma Financial Information
and Exhibits.
1. Amendment to Rights Agreement dated as of December
20, 1994 to an Amendment and Restatement of a Rights
Agreement dated August 8, 1989 between the Company
and First Chicago Trust Company of New York.
2. Press Release dated December 20, 1994.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Ex-
change Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned hereunto duly
authorized.
CBI INDUSTRIES, INC.
By:/s/ John E. Jones
President, Chief Executive
Officer and Chairman of the
Board
Dated: December 21, 1994
AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT dated as of December 20, 1994 (this "Amendment") of an
Amendment and Restatement of a Rights Agreement dated as of August 8, 1989
(the "Agreement") between CBI Industries, Inc., a Delaware corporation (the
"Company), and First Chicago Trust Company of New York, a New York corporation
(the "Rights Agent"). Terms used but not defined in this Amendment shall have
the meaning set forth in the Agreement.
W I T N E S S E T H
WHEREAS, on March 4, 1986, the Board authorized and declared a
dividend distribution of one Right for each share of Common Stock outstanding
on the Record Date, and contemplates the issuance of one Right (subject to
adjustment) for each share of Common Stock of the Company issued (whether from
the treasury or as an initial issuance) between the Record Date and the
Distribution Date and in certain circumstances thereafter, each Right
representing the right to purchase one one-hundredth of a share of Series A
Junior Participating Preferred Stock of the Company having the rights, powers
and preferences set forth in the Certificate of Designation, Preferences and
Rights attached as Exhibit A to the Agreement; and
WHEREAS, the Board has determined that it is advisable and in the
best interests of the Company and its stockholders that the Agreement be
amended as set forth in this Amendment;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:
1. Paragraph 1.1 of Section 1 of the Agreement is hereby amended
to replace the figure "20%" in each of the sixth, thirteenth and sixteenth
lines of such Paragraph with the figure "10%".
2. Paragraph 3.1(b) of Section 3 of the Agreement is hereby
amended to replace the figure "20%" in the penultimate line of such Paragraph
with the figure "10%".
3. The Rights Agent shall not be liable for or by reason of
any of the statements of fact or recitals contained in this Amendment. The
Rights Agent shall not be under any responsibility in respect of the validity
of this Amendment or the execution and delivery hereof (except the due
execution hereof by the Rights Agent).
4. The term "Agreement" as used in the Rights Agreement shall
be deemed to refer to the Rights Agreement as amended by this Amendment.
5. Except as set forth herein, the Rights Agreement shall
remain in full force and effect and shall be otherwise unaffected hereby.
6. This Amendment may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed and their respective corporate seals to be hereunto
affixed and attested, all as of the day and year first above written.
Attest: CBI INDUSTRIES, INC.
By: /s/ Charlotte C. Toerber By: /s/ John E. Jones
________________________ __________________
Name: Charlotte C. Toerber Name: John E. Jones
Title: Associate General Counsel & Title: President, Chief Executive
Secretary Officer & Chairman of the
Board
Attest: FIRST CHICAGO TRUST COMPANY
OF NEW YORK.
By: /s/ Joanne Gorostiola By: /s/Ralph Persico
______________________ _________________
Name: Joanne Gorostiola Name: Ralph Persico
Title: Assistant Vice President Title: Customer Service Officer
CBI Industries, Inc.
George L. Schueppert, (708) 572-7257
December 20, 1994
IND 362
CBI Industries, Inc. (NYSE: CBH) announced today that its Board of Directors
had received, thoroughly reviewed, and unanimously rejected an unsolicited
offer from Airgas, Inc. (NYSE: ARG) for the acquisition of CBI's Liquid
Carbonic subsidiary in exchange for either Airgas stock or cash. CBI said its
Board of Directors had rejected the Airgas offer as clearly not being in the
best interests of the CBI stockholders. The Board stated that a separation of
Liquid Carbonic from CBI's other businesses would be inconsistent with CBI's
strategy, focus, business plan and capital investment program. Additionally,
the Board concluded that the Airgas offer was inadequate even if a sale of
Liquid Carbonic would have been considered at this time. In reaching its
conclusions, the CBI Board of Directors was assisted by its financial
advisors, Lehman Brothers Inc. and Merrill Lynch & Co., both of whom opined
that each of the Airgas stock proposal and cash proposal was inadequate from a
financial point of view.
The Airgas proposal contemplated that CBI would spin-off, in the form of a
dividend to its shareholders, its Contracting Segment and its Investment
Segment as a new company on a debt-free basis. Following that spin-off, CBI,
which would then own only Liquid Carbonic, would merge with Airgas. CBI
shareholders would receive, in exchange for their CBI common stock,
approximately 19 million shares of Airgas common stock, representing
approximately 35% of the Airgas shares to be outstanding after the merger, and
would continue to own the spun-off Contracting and Investment business.
According to the proposal, the merger and the spin-off are assumed by Airgas
to be tax-free events.
CBI stated that the Airgas merger proposal, based on the current market price
of Airgas, would result in CBI stockholders holding securities which CBI
expects, based upon the advice of its financial advisors, would have a lesser
market value than the value at which CBI common stock currently trades. The
Airgas proposal also states that, in lieu of a merger transaction, Airgas
would be prepared to purchase Liquid Carbonic for a price of $1.45 billion,
part of which would be paid by the assumption of all of CBI's outstanding
indebtedness and the remainder of which would be paid in cash. CBI stated
that, as of September 30, 1994, it had approximately $770 million of
outstanding indebtedness, substantially all of which would have to be
refinanced in connection with either of the proposed Airgas transactions. CBI
stated, even assuming favorable tax treatment for the transaction, that the
cash purchase of Liquid Carbonic proposed by Airgas would yield an inadequate
value for CBI's stockholders.
CBI also reported that Airgas had filed under the Hart-Scott-Rodino Act for
the purpose of allowing Airgas to purchase up to 15% of CBI's common stock
"through open market or privately negotiated purchases or otherwise" and that
CBI yesterday made the required responsive filing. Although Airgas
advised CBI that Airgas believed it would be "mutually beneficial to explore
the advisability and feasibility of this transaction outside the public
forum," CBI stated that, in view of Airgas' intention to buy CBI stock and in
light of the Board's unanimous rejection of Airgas' inadequate and unsolicited
offer, public disclosure of the Airgas proposal is appropriate at this time.
In addition, CBI announced its Board of Directors had authorized, and CBI and
First Chicago Trust Company of New York had executed, an amendment to CBI's
Shareholder Rights Plan. The amendment lowers the threshold ownership level
required to trigger a distribution of the Rights under the Rights Plan from
20% to 10%. After giving effect to the amendment, the Plan provides that if a
person or group acquires 10% or more of the outstanding CBI common shares,
each Right will entitle its holder, other than the person or group which has
acquired the shares, to purchase common shares of CBI having a market value
equal to twice the exercise price of each Right.
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CBI Industries has subsidiaries operating in industrial gases, the
construction of metal plate structures and other contracting services,
petroleum product blending and storage, and other investments.
