SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 8)
_______________
CBI INDUSTRIES, INC.
(NAME OF SUBJECT COMPANY)
CBI INDUSTRIES, INC.
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, PAR VALUE $2.50 PER SHARE
(AND ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
(TITLE OF CLASS OF SECURITIES)
_______________
124800 10 3
(CUSIP NUMBER OF CLASS OF SECURITIES)
_______________
CHARLES O. ZIEMER, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
CBI INDUSTRIES, INC.
800 JORIE BOULEVARD
OAK BROOK, ILLINOIS 60521-2268
(708) 572-7000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF
OF THE PERSON(S) FILING STATEMENT)
_______________
WITH A COPY TO:
RICHARD D. KATCHER, ESQ.
WACHTELL, LIPTON, ROSEN & KATZ
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019-6150
(212) 403-1000
<PAGE>
This Amendment No. 8 amends and supplements the
Solicitation/Recomendation Statement on Schedule 14D-9 filed
with the Securities and Exchange Commission (the "Commission")
on November 16, 1995, and as subsequently amended (as so amend-
ed, the "Schedule 14D-9"), by CBI Industries, Inc., a Delaware
corporation (the "Company" or "CBI"), relating to the tender
offer made by PX Acquisition Corp. ("P Sub"), a Delaware corpo-
ration and a wholly owned subsidiary of Praxair, Inc., a Dela-
ware corporation ("Praxair"), to purchase all outstanding
shares of Common Stock, including the associated Rights issued
pursuant to the Amendment and Restatement dated as of August 8,
1989 of a Rights Agreement dated as of March 4, 1986, between
the Company and First Chicago Trust Company of New York, as
Rights Agent, at a price of $32.00 per Share, net to the seller
in cash, upon the terms and subject to the conditions set forth
in the Offer to Purchase dated November 3, 1995 and the related
Letter of Transmittal (which together constitute the "Praxair
Offer"), as disclosed in a Tender Offer Statement on Schedule
14D-1 filed by P Sub and Praxair with the Commission on Novem-
ber 3, 1995, and as subsequently amended. Unless otherwise
indicated, all capitalized terms used but not defined herein
shall have the meanings ascribed to them in the Schedule 14D-9.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
Item 8 is hereby amended and supplemented by adding
thereto the following:
On December 22, 1995, the Company and Praxair issued
a joint press release (the "December 22 Press Release"). The
December 22 Press Release is attached hereto as Exhibit 36 and
is incorporated by reference herein in its entirety.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
Item 9 is hereby amended and supplemented by adding
thereto the following:
Exhibit 36 Press Release, dated December 22, 1995.<PAGE>
SIGNATURE
After reasonable inquiry and to the best of its know-
ledge and belief, the undersigned certifies that the informa-
tion set forth in this statement is true, complete and correct.
CBI INDUSTRIES, INC.
Dated: December 26, 1995 By: /s/ John E. Jones
John E. Jones
Chairman, President and
Chief Executive Officer
-2-<PAGE>
EXHIBIT INDEX
Exhibit 36 Press Release, dated December 22, 1995.
-3-
Exhibit 36
CONTACTS: Investor Relations
Lawrence A. Rand Nigel D. Muir Scott S. Cunningham
Kekst and Company Praxair, Inc. Praxair, Inc.
212-593-2655 203-837-2240 203-837-2073
FOR IMMEDIATE RELEASE
PRAXAIR ANNOUNCES DEFINITIVE MERGER AGREEMENT WITH CBI INDUSTRIES
DANBURY, Conn., December 22, 1995 -- Praxair, Inc. (NYSE:PX) and
CBI Industries, Inc. (NYSE:CBI) announced today that they have
signed a definitive merger agreement in which Praxair will pur-
chase all outstanding common shares of CBI for $33.00 per share
in cash. The Boards of Directors of both companies have unani-
mously approved the agreement.
To complete the transaction, Praxair said that it intends next
week to amend its tender offer commenced on November 3, 1995 to
increase its offering price to $33.00 per share. Consummation of
the tender offer is subject to terms and conditions to be set
forth in the tender offer.
"The strategic fit between our two companies will lead to
greater sales growth, lower costs and a wider array of prod-
ucts, applications and technologies," said H. William
Lichtenberger, Praxair's chairman and chief executive officer.
"We are pleased that this transaction will be completed in a
timely manner and on a cooperative basis and we look forward to
bringing our organizations together quickly."
"The shareholders of CBI are well-served by this merger agree-
ment," said CBI's chairman and president, John E. Jones.
"Praxair's position as a world leader in industrial gases will
strengthen CBI's global operations and present our employees
with significant new opportunities," he said.
Praxair is the largest industrial gases company in North and
South America, and one of the largest worldwide, with 1994
sales of $2.7 billion. The company produces, sells and dis-
tributes atmospheric, process and specialty gases, and high-
performance surface coatings. Praxair is a leader in the com-
mercialization of new technologies that bring productivity and
environmental benefits to a diverse group of industries.<PAGE>
2
CBI Industries, Inc. has subsidiaries operating throughout the
world in producing and distributing carbon dioxide and indus-
trial gases; in designing, engineering, fabricating and erect-
ing metal plate structures and in executing other contracting
services; and in providing oil and refined petroleum product
storage and blending facilities.
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