SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-A/A
Amendment No. 2
(to Registration Statement on
Form 8-A dated March 7, 1986)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CBI INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 36-3009343
(State of incorporation or organization) (IRS Employer
Identification No.)
800 Jorie Boulevard, Oak Brook, Illinois 60521
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Preferred Stock Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
<PAGE>
The Company hereby amends Item 1 of its Registration
Statement on Form 8-A, dated March 7, 1986, as amended to date
(the "Prior Form 8-A"), by adding the information set forth
below under the caption "Amendment to the Rights Agreement."
The Company also amends Item 2 by adding the Amendment to the
Rights Agreement as an Exhibit thereto. Terms used but not
defined herein shall have the meaning set forth in the Prior
Form 8-A, which is hereby incorporated herein by reference.
Item 1. Description of Registrant's
Securities to be Registered.
Amendment to Rights Agreement
On December 20, 1994, the Company and the Rights
Agent entered into an Amendment (the "Amendment") to the
Rights Agreement. The Amendment, among other things, amends
the Rights Agreement to lower from 20% to 10% the threshold of
beneficial ownership at which a person is deemed to be an
Acquiring Person under the Rights Agreement.
A copy of the Amendment is attached as Exhibit 1
hereto and is incorporated herein by reference. The foregoing
description of the Rights, as amended, does not purport to be
complete and is qualified in its entirety by reference to the
Amendment and the Rights Agreement.
<PAGE>
Item 2. Exhibits.
The following exhibit is filed as part of this Reg-
istration Statement:
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.
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Secu-
rities Exchange Act of 1934, the registrant has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
Date: December 21, 1994
CBI INDUSTRIES, INC.
/s/ John E. Jones
Name: John E. Jones
Title: President, Chief
Executive Officer and
Chairman of the Board
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
