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. 2)
_______________
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. 2 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, by CBI In-
dustries, Inc., a Delaware corporation (the "Company" or
"CBI"), relating to the tender offer made by PX Acquisition
Corp. ("P Sub"), a Delaware corporation and a wholly owned sub-
sidiary of Praxair, Inc., a Delaware corporation ("Praxair"),
to purchase all outstanding shares of Common Stock, including
the associated Rights issued pursuant to the Amendment and Re-
statement dated as of August 8, 1989 of a Rights Agreement
dated as of March 4, 1986, between the Company and First Chi-
cago 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,
as disclosed in a Tender Offer Statement on Schedule 14D-1
filed by P Sub and Praxair with the Commission on November 3,
1995, and as subsequently amended (the "Schedule 14D-1"). Un-
less 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.
On November 21, 1995, the Company received a letter
from Praxair and a mark-up of the November 20, 1995 draft con-
fidentiality agreement the Company had sent to Praxair on No-
vember 20, 1995, which letter and mark-up of the draft confi-
dentiality agreement was filed as Exhibit (a)(16) to Amendment
No. 7 to the Schedule 14D-1. The Company responded to
Praxair's November 21, 1995 letter and draft confidentiality
agreement mark-up by letter dated November 24, 1995, which is
filed herewith as Exhibit 32.
Item 9. Material to Be Filed as Exhibits.
Item 9 is hereby amended and supplemented by adding
thereto the following:
Exhibit 32 Letter to Neil T. Anderson, Esq., Sullivan &
Cromwell, from Richard D. Katcher, Esq., Wacht-
ell, Lipton, Rosen & Katz, dated November 24,
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: November 27, 1995 By: /s/ John E. Jones
John E. Jones
Chairman, President and
Chief Executive Officer<PAGE>
EXHIBIT INDEX
Exhibit 32 Letter to Neil T. Anderson, Esq., Sullivan &
Cromwell, from Richard D. Katcher, Esq., Wacht-
ell, Lipton, Rosen & Katz, dated November 24,
1995.
EXHIBIT 32
[Wachtell, Lipton, Rosen & Katz Letterhead]
November 24, 1995
BY HAND
Neil T. Anderson, Esq.
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
Re: CBI Confidentiality Agreement
Dear Neil:
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.<PAGE>
Neil T. Anderson, 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/Dick Katcher
Richard D. Katcher
RDK:b
Enclosure
