As filed with the Securities and Exchange Commission on April 10,
1995
Registration No. 33-52735
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post-Effective Amendment No. 1 to
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CBI INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 36-3009343
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
800 Jorie Boulevard
Oak Brook, Illinois 60521-2268
(708) 572-7000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Charles O. Ziemer, Esq.
Senior Vice President and General Counsel
800 Jorie Boulevard
Oak Brook, Illinois 60521-2268
(708) 572-7000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
James J. Junewicz, Esq.
Mayer, Brown & Platt
190 South LaSalle St.
Chicago, Illinois 60603
(312) 782-0600
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration
Statement, as determined by the Registrant.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans,
please check the following box. / /
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans,
check the following box. /x/
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Title of each Amount Proposed maximum Proposed
maximum Amount of
class of securities to be offering price aggregate
offering registration
to be registered registered per unit(1) price
fee
<S> <C> <C> <C> <C>
Debt Securities(2) (1) (1) $300,000,000 $103,448.20
Preferred Stock, par
value $1.00 per
share(3)
Common Stock, par
value $2.50 per
share(4)
(1) Not applicable pursuant to General Instruction II.D. of
Form S-3 under the Securities Act of 1933.
(2) If any of the Debt Securities are issued at an original
issue discount, the principal amount may be increased such
that the aggregate proceeds will be no greater than $300,000,000.
Any offering of Debt Securities denominated in any
foreign currency or foreign currency units will be treated as the
equivalent in U.S. dollars based on the foreign
exchange rate applicable to the purchase of such Debt Securities
from the Registrant.
(3) Such indeterminate number of shares of Preferred Stock of
one or more series as may, from time to time, be issued
at indeterminate prices.
(4) Such indeterminate number of shares of Common Stock as may,
from time to time, be issued at indeterminate prices,
including Common Stock issuable upon conversion of Debt
Securities or Preferred Stock. Each share of Common Stock
includes a right to purchase a fractional share of Series A
Junior Participating Preferred Stock which, prior to the
occurrence of certain events, will not be exercisable or
evidenced separately from the Common Stock.
</TABLE>
<PAGE>
The Registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date
until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
PAGE
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR
AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES
HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE
ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL
OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY
SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
PROSPECTUS
Subject to Completion, dated , 1995
$300,000,000
[LOGO]
CBI INDUSTRIES, INC.
Debt Securities, Preferred Stock and Common Stock
CBI Industries, Inc. (the "Company" or "CBI") may from time to
time offer Debt Securities consisting of debentures, notes and/or
other unsecured evidences of indebtedness in one or more series;
preferred stock, par value $1.00 per share, in one or more series
(the "Preferred Stock"); and shares of its common stock, par
value $2.50 per share (the "Common Stock") (collectively, the
"Securities"), at an aggregate offering price not to exceed
$300,000,000 at prices and on terms to be determined at the time
of sale. The Debt Securities, Preferred Stock and Common Stock
may be offered independently or together in any combination for
sale directly to purchasers or to or through dealers,
underwriters or agents to be designated by the Company.
Certain specific terms of the particular Securities in respect of
which this Prospectus is being delivered are set forth in the
accompanying prospectus supplement (the "Prospectus Supplement"),
including, where applicable, the initial public offering price of
the Securities, the listing on any securities exchange, other
special terms, and (i) in the case of Debt Securities, the
specific designation, aggregate principal amount, original issue
discount, if any, authorized denominations, maturity, premium, if
any, rate (which may be fixed or variable), time and method of
calculating payment of interest, if any, the place or places
where principal of, premium, if any, and interest, if any, on
such Debt Securities will be payable, the currency in which
principal of, premium, if any, and interest, if any, on such Debt
Securities will be payable, any terms of redemption at the option
of the Company or the holder, any sinking fund provisions and any
terms for conversion or exchange into other securities of the
Company and (ii) in the case of Preferred Stock, the specific
title and stated value, any dividend, liquidation, redemption,
voting and other rights and any terms for conversion or exchange
into other securities of the Company. If so specified in the
applicable Prospectus Supplement, Securities may be issued in
whole or in part in the form of one or more temporary or
permanent global securities.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
The Company may sell the Securities to or through underwriters or
dealers, and may also sell Securities directly to other
purchasers, including affiliates of the Company, or through
agents. See "Plan of Distribution." The
Prospectus Supplement sets forth the names of any underwriters,
dealers or agents involved in the sale of the Securities in
respect of which this Prospectus is being delivered and any
applicable fee, commission or discount arrangements with them.
This Prospectus may not be used to consummate sales of Securities
unless accompanied by a Prospectus Supplement.
The date of this Prospectus is April 10, 1995
<PAGE>
<PAGE>
AVAILABLE INFORMATION
CBI Industries, Inc., (the "Company") is subject to the
informational requirements of the Securities Exchange Act of 1934
(the "Exchange Act") and, in accordance therewith, files reports,
proxy statements and other information with the Securities and
Exchange Commission (the "Commission"). Reports, proxy
statements and other information filed by the Company may be
inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Judiciary
Plaza, Washington, D.C. 20549; and at its regional offices
located at 500 West Madison Street, Chicago, Illinois 60661 and 7
World Trade Center, Thirteenth Floor, New York, New York 10048.
Such reports, proxy materials and other information concerning
the Company may also be inspected at the offices of the New York
Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.
Copies of such materials may be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549. This Prospectus does not contain all the
information set forth in the Registration Statement and exhibits
thereto which the Company has filed with the Commission under the
Securities Act of 1933 (the "Securities Act") and to which
reference is hereby made. Statements contained in this
Prospectus as to the contents of any contract or other document
referred to are not necessarily complete, and in each instance
reference is made to the copy of such document filed as an
exhibit to the Registration Statement or otherwise filed with the
Commission. Each such statement is qualified in all respects by
such reference. Although the Company may not be required to send
a copy of its latest Annual Report to Shareholders to holders of
Debt Securities, the Company will, upon request, send to any
holder of Securities a copy of its latest Annual Report to
Shareholders, as filed with the Commission, which contains
financial information that has been examined and reported upon,
with an opinion expressed by independent certified public
accountants.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed by the Company with the
Commission (File No. 1-7833) are incorporated in this Prospectus
by reference: (i) Annual Report on Form 10-K for the fiscal year
ended December 31, 1994, together with the reports of independent
public accountants which includes an explanatory paragraph that
describes changes in accounting principles with respect to the
methods of accounting for income taxes and for postretirement
benefits other than pensions, (ii) Form 8-K filed April 5, 1995,
(iii) the description of the Common
Stock as set forth in Item 1 of the Company's Registration
Statement on Form 8-A filed with the Commission on April 20,
1979, and (iv) the description of preferred stock purchase
rights as set forth in Item 1 of the Company's Amendment No. 1 to
Registration Statement on Form 8-A filed with the Commission on
August 8, 1989 and Amendment No. 2 to Registration Statement on
Form 8-A filed with the Commission on December 21, 1994.
All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of
this Prospectus and prior to the termination of the offering of
the Securities shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of filing such
documents. Any statement contained herein or in a document
incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein, in a
Prospectus Supplement or in any other subsequently filed document
which also is or is deemed to be incorporated by reference
herein, modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this
Prospectus.
2
The Company will provide without charge and upon request to
each person to whom this Prospectus has been delivered a copy of
any or all of the documents incorporated herein by reference
(other than exhibits to such documents unless such exhibits are
specifically incorporated by reference herein). Requests for
such copies should be directed to the Secretary, C.C. Toerber,
CBI Industries, Inc., 800 Jorie Boulevard, Oak Brook, Illinois
60521-2268 (telephone (708) 572-7000). References in this
Prospectus to the "Company" or "CBI" include CBI Industries, Inc.
and its consolidated subsidiaries, unless the context otherwise
indicates.
THE COMPANY
The Company operates through three major business
segments. CBI's Industrial Gases segment, which is organized
under Liquid Carbonic Industries Corporation, produces, processes
and markets, on a worldwide basis, carbon dioxide and a wide
variety of other industrial and specialty gases and chemicals.
CBI's Contracting Services segment is organized under Chicago
Bridge & Iron Company as a worldwide construction group that
provides, through separate subsidiaries, a broad range of
services including design, engineering, fabrication and
construction of metal plate structures, project management,
general contracting, and other specialty construction and related
services. CBI's Investments segment includes hydrocarbon products
and special products terminal businesses and certain real estate
and financial investments.
The Company is incorporated in Delaware. Its principal
executive offices are located at 800 Jorie Boulevard, Oak Brook,
Illinois and its telephone number is (708) 572-7000.
USE OF PROCEEDS
Unless otherwise indicated in an accompanying Prospectus
Supplement, the net proceeds to the Company from the sale of the
Securities offered hereby will be available for general corporate
purposes and may be used for capital expenditures, working
capital, repayment of short and long term indebtedness, and
future acquisitions. The Securities may also be sold to the
Company's benefit plans in satisfaction of funding obligations.
Pending such use, the net proceeds may be temporarily invested.
SELECTED RATIOS
For the purposes of calculating the ratio of earnings to
fixed charges and the ratio of earnings to fixed charges and
preferred stock dividends, earnings consist of earnings before
income taxes and fixed charges to the extent that such charges
are included in the determination of earnings. Fixed charges
consist of interest, including interest on ESOP debt (whether
expensed or capitalized), and one-third of minimum rental
payments under operating leases (estimated by management to be
the interest factor of such rentals).
<TABLE>
<CAPTION>
Years Ended December 31,
1994 1993 1992 1991
1990
<S> <C> <C> <C> <C>
<C>
Ratio of Earnings to Fixed Charges 2.66 (1) 3.68 3.43
3.05
Ratio of Earnings to Fixed Charges and
Preferred Stock Dividends 2.66 (2) 3.68 3.43
3.05
3
(1) Earnings were inadequate to cover fixed charges by
$13,770,000 for the fiscal year ended 1993. During that
year, the Company recorded a pre-tax special charge of
$91.6 million.
(2) Earnings were inadequate to cover fixed charges and
preferred stock dividends by $13,770,000 for the fiscal
year ended 1993. During that year, the Company recorded a
pre-tax special charge of $91.6 million.
</TABLE>
DESCRIPTION OF DEBT SECURITIES
The following description sets forth certain general terms
and provisions of the Debt Securities to which any Prospectus
Supplement may relate. The particular terms and provisions of
any series of Debt Securities offered by any Prospectus
Supplement, and the extent to which such general terms and
provisions described below may apply thereto, will be described
in the Prospectus Supplement relating to such series of Debt
Securities.
Debt Securities may be issued in one or more series under
an
indenture (the "Indenture") dated as of March 1, 1994 between the
Company and Chemical Bank, as trustee (the "Trustee"). The
statements under this heading do not purport to be complete and
are subject to the detailed provisions of the Indenture, a copy
of which is filed as an exhibit to the Registration Statement of
which this Prospectus is a part. Wherever particular provisions
of the Indenture or terms defined therein are referred to, such
provisions or definitions are incorporated by reference as a part
of the statements made and the statements are qualified in their
entirety by such reference. A copy of the Indenture is filed as
an exhibit to this registration statement.
General
The Indenture does not limit the aggregate principal amount
of Debt Securities which may be issued thereunder and provides
that Debt Securities of any series may be issued thereunder up to
an aggregate principal amount which may be authorized by the
Company from time to time. (Section 301) Any securities issued
under the Indenture are referred to herein as the "Debt
Securities." The Indenture does not limit the amount of other
debt, secured or unsecured, which may be issued by the Company or
its subsidiaries, subject to limitations on liens described
below. All Debt Securities will be unsecured and rank pari passu
with all other unsecured and unsubordinated indebtedness of the
Company provided that such other unsecured and unsubordinated
indebtedness may contain covenants, events of default and other
provisions which are different from or which are not contained in
the Debt Securities. However, because the Company is a holding
company which conducts substantially all of its operations
through subsidiaries, the right of the Company, and hence the
right of creditors of the Company (including the Holders of Debt
Securities), to participate in any distribution of the assets of
any subsidiary upon its liquidation or reorganization or
otherwise is necessarily subject to the prior claims of creditors
of the subsidiary, except to the extent that claims of the
Company itself as a creditor of the subsidiary may be recognized.
There are no covenants or provisions contained in the Indenture
that may afford the Holders of Debt Securities protection in the
event of a highly leveraged transaction involving the Company.
Unless otherwise provided in the applicable Prospectus
Supplement, the Company will maintain in New York, New York, one
or more offices or agencies where the Debt Securities may be
presented for payment and for transfer or exchange (which
initially will be the Trustee's offices maintained for that
purpose in New York, New York), provided that interest may at the
option of the Company be paid by check mailed to the person
entitled thereto. (Sections 301 and 1102)
4
The Debt Securities will be issued in fully registered
form,
without coupons unless otherwise specified in the applicable
Prospectus Supplement. The Debt Securities will be exchangeable
for other Debt Securities of the same series of a like aggregate
principal amount in authorized denominations and will be
transferable at any time or from time to time at the Corporate
Trust Office of the Trustee or at any other office or agency of
the Company maintained for that purpose. No service charge will
be made for any transfer or exchange of the Debt Securities or
other Securities issued under the Indenture, but the Company may
(unless otherwise provided in such Debt Securities) require
payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith. (Section
305)
Reference is made to the Prospectus Supplement which
accompanies this Prospectus for the following terms and other
information with respect to any Debt Securities in respect of
which this Prospectus is being delivered: (1) the designation,
aggregate principal amount and authorized denominations of such
Debt Securities; (2) the purchase price of such Debt Securities;
(3) the date or dates on which such Debt Securities will mature
or the method of determining such date or dates; (4) the rate or
rates (which may be fixed or variable) at which such Debt
Securities will bear interest, if any, or the method of
calculating such rate or rates, and the date, dates, or the
method of determining such date or dates, from which such
interest, if any, will accrue; (5) the date or dates on which any
such interest will be payable and the record date or dates
therefor; (6) whether such Debt Securities may be issued in
temporary or permanent global form, and, if so, the initial
Depositary with respect thereto; (7) the terms of any mandatory
or optional redemption (including any sinking fund) and any
remarketing arrangements related thereto; (8) the place or places
where the principal (and premium, if any) and interest will be
payable; (9) whether such Debt Securities will be convertible
into or exchangeable for Common Stock or other securities of the
Company, and the terms and conditions of any such conversions or
exchanges; (10) the applicability of any provisions described
under "Limitations of Liens" or "Limitations on Sale and
Leaseback Transactions"; (11) the applicability of any provision
described under "Defeasance and Covenant Defeasance"; (12) the
securities exchange, if any, on which the Debt Securities will be
listed; (13) the currency, currencies or composite currencies for
which such Debt Securities may be purchased and/or in which
principal and interest and premium, if any, will or may be
payable; and (14) any other specified term of such Debt
Securities.
One or more series of Debt Securities may be sold as
Original Issue Discount Securities at a substantial discount
below their stated principal amount, bearing no interest or
interest at a rate which at the time of issuance is below market
rates. Federal income tax consequences and special
considerations applicable to any such series will be described in
the Prospectus Supplement relating thereto.
The Indenture provides that the Debt Securities of a single
series may be issued at various times, with different maturity
dates and may bear interest at different times. (Section 301)
If the purchase price of any Debt Securities is payable in
one or more foreign currencies or currency units or if any Debt
Securities are denominated in one or more foreign currencies or
currency units or if the principal of, premium, if any, or
interest, if any, on any Debt Securities is payable in one or
more foreign currencies or currency units, the restrictions,
elections, certain Federal income tax considerations, specific
terms and other information with respect to such issue of Debt
Securities and such foreign currency or currency units will be
set forth in the applicable Prospectus Supplement.
5
Certain Definitions
The term "Secured Debt" means indebtedness for money
borrowed and any Funded Debt which is secured by a mortgage,
pledge, lien, security interest or encumbrance on (a) any
Principal Property of the Company or a Restricted Subsidiary or
on (b) any shares of capital stock or indebtedness of any
Restricted Subsidiary. (Section 101)
The term "Funded Debt" means all indebtedness for money
borrowed having a maturity of more than twelve months from the
date of the most recent consolidated balance sheet of the Company
and its Restricted Subsidiaries (excluding indebtedness of
Unrestricted Subsidiaries) or renewable and extendible beyond
twelve months at the option of the borrower and all obligations
in respect of lease rentals which under generally accepted
accounting principles would be shown on a consolidated balance
sheet of the Company as a liability item other than a current
liability; provided, however, that Funded Debt shall not include
any of the foregoing to the extent that such indebtedness or
obligations are not required by generally accepted accounting
principles to be shown on the balance sheet of the Company.
(Section 101)
The term "Voting Stock" means outstanding shares of capital
stock having under ordinary circumstances (not dependent on the
happening of a contingency) voting power for the election of
directors. (Section 101)
The term "Subsidiary" means any corporation a majority of
the Voting Stock of which is owned, directly or indirectly, by
the Company or by one or more of its other subsidiaries or by the
Company or one or more of its other Subsidiaries. (Section 101)
The term "Restricted Subsidiary" means (a) any Subsidiary
other than an Unrestricted Subsidiary and (b) any Subsidiary
which was an Unrestricted Subsidiary but which, subsequent to
March 1,1994, is designated by the Company (by or pursuant to
board resolution) to be a Restricted Subsidiary, provided,
however, that the Company may not designate any such Subsidiary
to be a Restricted Subsidiary if the Company would thereby breach
any covenant or agreement herein contained (on the assumptions
that any outstanding Secured Debt of such Subsidiary was incurred
at the time of such designation and that any Sale and Leaseback
Transaction (as defined) to which such Subsidiary is then a party
was entered into at the time of such designation). (Section 101)
The term "Unrestricted Subsidiary" means (a) any Subsidiary
acquired or organized after March 1, 1994, provided that such
Subsidiary shall not be a successor, directly or indirectly, to
any Restricted Subsidiary; (b) any Subsidiary whose principal
business or assets are located outside the United States of
America, its territories and possessions, Puerto Rico or Canada;
(c) any Subsidiary the principal business of which consists of
financing or assisting in financing of customer construction
projects or the acquisition or disposition of products of
dealers, distributors or other customers; (d) any Subsidiary
engaged in the insurance business or whose principal business is
the ownership, leasing, purchasing, selling or development of
real property; and (e) any Subsidiary substantially all the
assets of which consist of stock or other securities of a
Subsidiary or Subsidiaries referred to above in this sentence,
unless and until any such Subsidiary is designated to be a
Restricted Subsidiary, as referred to above. (Section 101)
The term "Principal Property" means any manufacturing plant
or other facility of the Company or any Restricted Subsidiary,
whether presently owned or hereafter acquired, which, in the
opinion of the
6
board of directors of the Company, is of material importance to
the business conducted by the Company and its Restricted
Subsidiaries as a whole. (Section 101)
The term "Consolidated Net Tangible Assets" means
Consolidated Tangible Assets less Consolidated Current
Liabilities. (Section 101)
The term "Consolidated Tangible Assets" means the aggregate
of all assets of the Company and its Restricted Subsidiaries
(including the value of all existing Sale and Leaseback
Transactions (as defined) and any assets resulting from the
capitalization of other long-term lease obligations in accordance
with generally accepted accounting principles, but excluding the
value of assets or investment in any Unrestricted Subsidiary or
any non-majority owned Subsidiary) appearing on the most recent
available consolidated balance sheet of the Company and its
Restricted Subsidiaries at their net book values, after deducting
related depreciation, amortization and other valuation reserves
and excluding (a) any capital write-ups resulting from
reappraisals of assets or of other investments after March 1,
1994 (other than a write-up of any assets constituting part of
the assets and business of another corporation made in connection
with the acquisition, direct or indirect, of the assets and
business of such other corporation), except as permitted in
accordance with generally accepted accounting principles, (b)
treasury stock, (c) patent and trademark rights, good will,
unamortized discounts and expenses and any other intangible
items, all in accordance with generally accepted accounting
principles. (Section 101)
The term "Consolidated Current Liabilities" means the
aggregate of the current liabilities of the Company and its
Restricted Subsidiaries (excluding liabilities of Unrestricted
Subsidiaries) appearing on the most recent available consolidated
balance sheet of the Company and its Restricted Subsidiaries, all
in accordance with generally accepted accounting principles. In
no event shall Consolidated Current Liabilities include any
obligation of the Company and its Restricted Subsidiaries issued
under a revolving credit or similar agreement if the obligation
issued under such agreement matures by its terms within 12 months
from the date thereof but by the terms of such agreement such
obligation may be renewed or extended or the amount thereof
reborrowed or refunded at the option of the Company or any
Restricted Subsidiary for a term in excess of 12 months from the
date of determination. (Section 101)
Foreign Currency Denominated or Indexed Debt Securities
Debt Securities denominated or payable in foreign
currencies
may entail significant risks. These risks include, without
limitation, the possibility of significant fluctuations in
foreign currency exchange rates. These risks may vary depending
upon the currency or currencies involved. These risks will be
more fully described in the applicable Prospectus Supplement.
Limitation on Liens
The Company will not, and will not permit any Restricted
Subsidiary to, create, assume or guarantee any Secured Debt
without making effective provision for securing the Debt
Securities (and any other indebtedness of or guaranteed by the
Company or such Restricted Subsidiary then entitled thereto)
equally and ratably with such Secured Debt.
The above restrictions do not apply to debt secured by (i)
certain purchase money mortgages created to secure payment for
the acquisition or completion of construction and commencement of
7
operation of any property including, but not limited to, any
indebtedness incurred by the Company or a Restricted Subsidiary
prior to, at the time of, or within 365 days after the later of
the acquisition, the completion of construction (including any
improvements on an existing property) or the commencement of
commercial operation of such property, which indebtedness is
incurred for the purpose of financing all or any part of the
purchase price of such property or construction or improvements
on such property, (ii) mortgages, pledges, liens, security
interests or encumbrances (collectively referred to herein as
"liens") on property existing at the time of acquisition thereof,
whether or not assumed by the Company or a Restricted Subsidiary,
(iii) liens on property or shares of capital stock or
indebtedness of any corporation existing at the time such
corporation becomes a Restricted Subsidiary, (iv) liens on
property or shares of capital stock or indebtedness of a
corporation existing at the time such corporation is merged into
or consolidated with the Company or a Restricted Subsidiary or at
the time of a sale, lease, or other disposition of the properties
of a corporation or firm as an entirety or substantially as an
entirety to the Company or a Restricted Subsidiary, provided that
no such lien shall extend to any other Principal Property of the
Company or such Restricted Subsidiary prior to such acquisition
or to other Principal Property thereafter acquired other than
additions to such acquired property or other Principal Property
which, together with such acquired property, is part of a single
construction or development program, (v) liens on property of the
Company or a Restricted Subsidiary in favor of the United States
of America or any state thereof, or in favor of any other
country, or any department, agency, instrumentality or political
subdivision thereof, to secure certain payments pursuant to any
contract or statute (including, without limitation, liens to
secure indebtedness of the pollution control or industrial
revenue type) or to secure indebtedness incurred for the purpose
of financing all or any part of the purchase price for the cost
of constructing or improving the property subject to such liens,
(vi) liens on any property or assets of any Restricted Subsidiary
to secure indebtedness owing by it to the Company or to another
Restricted Subsidiary, or (vii) any extension, renewal or
replacement (or successive extensions, renewals or replacements),
in whole or in part, of any lien referred to in the foregoing
clauses (i) to (vi) inclusive, provided that the principal amount
of Secured Debt secured thereby does not exceed the principal
amount of Secured Debt so secured at the time of such extension,
renewal or replacement, and that such extension, renewal or
replacement shall be limited to the property which secured the
lien so extended, renewed or replaced and additions or
improvements to such property. This covenant also does not apply
to production payments or overriding royalty payments with
respect to the sale or other transfer of crude oil, natural gas
or other hydrocarbons. (Section 1104)
Limitation on Sale and Leaseback Transactions
Sale and Leaseback Transactions (which are defined to
include, among other things, certain leases of more than three
years) by the Company or any Restricted Subsidiary of any
Principal Property, completion of construction of which and
commencement of full operation of which have occurred more than
365 days prior to such sale or transfer, will be prohibited
unless either (a) the Company or such Restricted Subsidiary would
be entitled to incur Secured Debt equal in amount to the amount
realized or to be realized upon such sale or transfer secured by
a lien on the property to be leased without equally and ratably
securing the Debt Securities, or (b) an amount equal to the
"value" (as defined) of the Principal Property so leased is
applied (subject to credits for certain voluntary retirements of
Debt Securities) to the retirement, within 120 days of the
effective date of such arrangement, of indebtedness for borrowed
money incurred or assumed by the Company or a Restricted
Subsidiary which is recorded as Funded Debt as shown on the most
recent consolidated balance sheet of the Company and which in the
case of such indebtedness of the Company, is not subordinate
8
and junior in right of payment to the prior payment of the Debt
Securities. (Sections 101 and 1105)
Exempted Indebtedness
Notwithstanding the limitations on liens and Sale and
Leaseback Transactions described above, the Company and any one
or more Restricted Subsidiaries may, without securing the Debt
Securities, issue, assume or guarantee Secured Debt which would
otherwise be subject to the foregoing restrictions, provided
that, after giving effect thereto, the aggregate amount of such
Secured Debt then outstanding (not including Secured Debt
permitted under the foregoing exceptions) and the aggregate value
of Sale and Leaseback Transactions (other than such transactions
in connection with which indebtedness has been, or will be,
retired in accordance with clause (b) of the preceding paragraph)
at such time does not exceed 10% of Consolidated Net Tangible
Assets. (Section 1104)
Consolidation or Merger
The Company, without the consent of the Holders of any of
the Debt Securities under the Indenture, may consolidate with or
merge into, or transfer or lease its assets substantially as an
entirety to, any Person which is a corporation, partnership or
trust organized and validly existing under the laws of any
domestic jurisdiction, or may permit any such Person to
consolidate with or merge into the Company or convey, transfer or
lease its properties and assets substantially as an entirety to
the Company, provided that any successor Person assumes the
Company's obligations on the Debt Securities and under the
Indenture, that after giving effect to the transaction (treating
any indebtedness which becomes an obligation of the Company or
any Subsidiary as a result of such transaction as having been
incurred by the Company or such Subsidiary at the time of such
transaction) no Event of Default, and no event which, after
notice or lapse of time, would become an Event of Default, shall
have occurred and be continuing, and that certain other
conditions are met. (Sections 901 and 1104)
Events of Default; Notice
Any one of the following events will constitute an Event of
Default under the Indenture with respect to Debt Securities of
any series (unless such event is specifically inapplicable to a
particular series as described in the Prospectus Supplement
relating thereto): (i) default for 30 days in the payment of
interest on any Debt Securities of such series, (ii) default in
the payment of any principal of or premium, if any, on any Debt
Securities of such series, (iii) default in the making or
satisfaction of any sinking fund installment or analogous
obligation, if any is required, on the Debt Securities of such
series, (iv) default, for 90 days after notice to the Company, in
the performance of any other covenant in the Indenture in respect
of the Debt Securities of such series, (v) default resulting in
acceleration of maturity in connection with any other series of
Debt Securities under the Indenture or other indebtedness of the
Company, the aggregate principal amount of which exceeds
$5,000,000, not annulled within 30 days after notice to the
Company from the Trustee or to the Company and to the Trustee
from the Holders of at least 25% in principal amount of Debt
Securities of such series, and (vi) certain events of bankruptcy,
insolvency or reorganization. (Section 601)
9
The Indenture provides that if an Event of Default with
respect to any series of Debt Securities shall happen and be
continuing, the Trustee or the Holders of 25% in principal amount
of Debt Securities of such series may declare the principal of
all Debt Securities of such series to be due and payable.
(Section 602)
The Indenture provides that the Trustee will, within 90
days
after the occurrence of a default in respect of any series of
Debt Securities known to it, give to Holders of Debt Securities
of such series notice of such uncured default (as defined, not
including any grace period) with respect to the Debt Securities
of such series; but, except in the case of a default in the
payment of principal of, premium, if any, or interest on, or any
sinking fund installment or analogous obligation with respect to,
any of the Debt Securities of such series, the Trustee shall be
protected in withholding such notice if it in good faith
determines that the withholding of such notice is in the interest
of such Holders of Debt Securities of such series. (Section 702)
The Indenture contains a provision entitling the Trustee,
subject to the duty of the Trustee during default in respect of
any series of Debt Securities to act with the required standard
of care, to be indemnified by the Holders of Debt Securities of
such series. (Sections 702 and 703) Subject to such right of
indemnification, the Indenture provides that the Holders of a
majority in principal amount of the Debt Securities of any series
may direct the time, method, and place of conducting any
proceeding for any remedy available to the Trustee or exercising
any trust or power conferred upon the Trustee with respect to the
Debt Securities of such series. (Section 612)
The Company will be required to furnish to the Trustee
annually a statement as to the fulfillment by the Company of all
of its obligations under the Indenture. (Section 1106)
Modification and Waiver
The Indenture contains provisions permitting the Company
and
the Trustee, with the consent of the Holders of not less than a
majority in aggregate principal amount of the Debt Securities of
each series affected (all such Holders voting as a single class)
(which Holders, in the case of a Global Security, shall be the
Depositary appointed by the Company (herein referred to as the
"Depositary") as the Holder of the Global Security (as defined
below) which represents the Debt Securities), to execute
supplemental indentures adding any provisions to or changing in
any manner or eliminating any of the provisions of the Indenture
or modifying in any manner the rights of the Holders of Debt
Securities of such series, provided that no such supplemental
indenture shall, among other things, (i) change the fixed
maturity of any Debt Securities or reduce the principal amount
thereof, reduce the redemption premium thereon or reduce the rate
or extend the time of payment of interest thereon, without the
consent of the Holder of each Security so affected, or (ii)
reduce the aforesaid percentage of the Debt Securities of any
series, the consent of the Holders of which is required for any
supplemental indenture or for any waiver of default under the
Indenture with respect to the Debt Securities of such series,
without the consent of the Holders of all the Debt Securities of
each series so affected. (Section 1002)
The Holders of a majority in aggregate principal amount of
the Debt Securities of any series may on behalf of all the
Holders of the Debt Securities of such series waive compliance
with certain covenants with respect to the Debt Securities of
such series (Section 1107) or waive any past default with respect
to the Debt Securities of such series except a default (i) in the
payment of the principal of, premium, if any, or interest on any
Debt Securities or in the payment of any sinking fund installment
or
10
analogous obligation, if any is required, or (ii) a default in
respect of a covenant or provision of the Indenture which cannot
be modified or amended without the consent of the Holder of each
Debt Security of such series affected. (Section 613)
Global Securities
The provisions set forth below in this section headed
"Global Securities" will apply to the Debt Securities of any
series if the Prospectus Supplement relating to such series so
indicates.
The Debt Securities of such series will be represented by
one or more global securities (collectively, a "Global Security")
registered in the name of a depositary (the "Depositary") or a
nominee of the Depositary identified in the Prospectus Supplement
relating to such series. Except as set forth below, a Global
Security may be transferred, in whole and not in part, only to
the Depositary or another nominee of the Depositary.
Upon the issuance of a Global Security, the Depositary will
credit, on its book-entry registration and transfer system, the
respective principal amounts of the Debt Securities represented
by such Global Security to the accounts of institutions that have
accounts with the Depositary or its nominee ("Participants").
The accounts to be credited will be designated by the
underwriters, dealers or agents. Ownership of beneficial
interests in a Global Security will be limited to Participants or
persons that may hold interests through Participants. Ownership
of interests in such Global Security will be shown on, and the
transfer of those ownership interests will be effected only
through, records maintained by the Depositary (with respect to
Participants' interests) and such Participants (with respect to
the owners of beneficial interests in such Global Security). The
laws of some jurisdictions may require that certain purchasers of
securities take physical delivery of such securities in
definitive form. Such limits and laws may impair the ability to
transfer beneficial interests in a Global Security.
So long as the Depositary, or its nominee, is the
registered
holder and owner of such Global Security, the Depositary or such
nominee, as the case may be, will be considered the sole owner
and holder of the related Debt Securities for all purposes of
such Debt Securities and for all purposes under the Indenture.
Except as set forth below or as otherwise provided in the
applicable Prospectus Supplement, owners of beneficial interests
in a Global Security will not be entitled to have the Debt
Securities represented by such Global Security registered in
their names, will not receive or be entitled to receive physical
delivery of Debt Securities in definitive form and will not be
considered to be the owners or holders of any Debt Securities
under the Indenture or such Global Security. (Section 305)
Accordingly, each person owning a beneficial interest in a
Global Security must rely on the procedures of the Depositary
and, if such person is not a Participant, on the procedures of
the Participant through which such person owns its interest, to
exercise any rights of a holder of Debt Securities under the
Indenture or such Global Security. The Company understands that
under existing industry practice, in the event the Company
requests any action of holders of Debt Securities or an owner of
beneficial interest in a Global Security desires to take any
action that the Depositary, as holder of such Global Security is
entitled to take, the Depositary would authorize the Participants
to take such action, and that the Participants would authorize
beneficial owners owning through such Participants to take such
action or would otherwise act upon the instructions of beneficial
owners owning through them.
11
Payment of principal of and premium, if any, and interest,
if any, on Debt Securities represented by a Global Security will
be made to the Depositary or its nominee, as the case may be, as
the registered owner and holder of such Global Security.
The Company expects that the Depositary, upon receipt of
any
payment of principal, premium, if any, or interest, if any, in
respect of a Global Security, will credit immediately
Participants' accounts with payments in amounts proportionate to
their respective beneficial interests in the principal amount of
such Global Security as shown on the records of the Depositary.
The Company expects that payments by Participants to owners of
beneficial interests in a Global Security held through such
Participants will be governed by standing instructions and
customary practices, as is now the case with securities held for
the accounts of customers in bearer form or registered in "street
name" and will be the responsibility of such Participants.
Neither the Company not the Trustee nor any agent of the Company
or the Trustee will have any responsibility or liability for any
aspect of the records relating to, or payments made on account
of, beneficial ownership interests in a Global Security for any
Debt Securities or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests or for
any other aspect of the relationship between the Depositary and
its Participants or the relationship between such Participants
and the owners of beneficial interests in such Global Security
owning through such Participants.
Unless and until it is exchanged in whole or in part for
Debt Securities in definitive form, a Global Security may not be
transferred except as a whole by the Depositary to a nominee of
such Depositary or by a nominee of such Depositary to such
Depositary or another nominee of such Depositary.
Unless otherwise provided in the applicable Prospectus
Supplement, Debt Securities represented by a Global Security will
be exchangeable for Debt Securities in definitive form of like
tenor as such Global Security in denominations of $1,000 and in
any greater amount that is an integral multiple thereof if (i)
the Depositary notifies the Company that it is unwilling or
unable to continued as Depositary for such Global Security or if
at any time the Depositary ceases to be a clearing agency
registered under the Exchange Act; (ii) the Company in its
discretion at any time determines not to have all of the Debt
securities represented by a Global Security and notifies the
Trustee thereof; or (iii) an Event of Default has occurred and is
continuing with respect to the Debt Securities. (Section 305)
Any Debt Security that is exchangeable pursuant to the preceding
sentence is exchangeable for Debt Securities issuable in
authorized denominations and registered in such names as the
Depositary shall direct. Subject to the foregoing, a Global
Security is not exchangeable, except for a Global Security or
Global Securities of the same aggregate denominations to be
registered in the name of the Depositary or its nominee.
Defeasance
The Indenture provides that, if such provision is made
applicable to the Debt Securities of any series pursuant to the
provisions of the Indenture, the Company may elect (i) to defease
and be discharged from any and all obligations in respect of such
Debt Securities except for certain obligations to register the
transfer or exchange of such Debt Securities, to replace
temporary, destroyed, stolen, lost or mutilated Debt Securities,
to maintain paying agencies and to hold monies for payment in
trust ("Defeasance") or (ii) (A) to omit to comply with certain
restrictive covenants in Sections 1104 and 1105 (the covenants
described above under "Limitation of Liens" and "Limitation on
Sale and Leaseback Transactions") and (B) to deem the occurrence
of any
12
event referred to in clauses (iv) with respect to Sections 1104
and 1105, (v) and (vi) under "Events of Default" above not to be
or result in an Event of Default if, in each case with respect to
the Debt Securities of any series as provided in Section 1302 on
or after the date the conditions set forth in Section 1303 are
satisfied ("Covenant Defeasance"); in either case upon the
deposit with the Trustee (or other qualifying trustee), in trust,
of money and/or U.S. Government Obligations, which through the
payment of interest and principal in respect thereof in
accordance with their terms will provide money in an amount
sufficient to pay the principal of and any premium and interest
on the Debt Securities of such series on the respective stated
maturities and any mandatory sinking fund payments or analogous
payments on the days payable, in accordance with the terms of the
Indenture and the Debt Securities of such series. The Prospectus
Supplement relating to a series may further describe the
provisions, if any, permitting such Defeasance or Covenant
Defeasance with respect to the Debt Securities of a particular
series. (Article Thirteen)
In the event the Company omits to comply with certain
covenants of the Indenture with respect to the Debt Securities of
any series as described above, and the Debt Securities of such
series are declared due and payable because of the occurrence of
an Event of Default, the amount of money and U.S. Government
Obligations on deposit with the Trustee will be sufficient to pay
amounts due on the Debt Securities of such series at the time of
their Maturity but may not be sufficient to pay amounts due on
the Debt Securities of such series at the time of the
acceleration resulting from such Event of Default. The Company
shall, however, remain liable for such payments.
Such defeasance could be treated as a redemption of the
Debt
Securities of that series prior to maturity in exchange for the
property deposited in trust. In such event, each holder would
generally recognize, at the time of defeasance, gain or loss
measured by the difference between the amount of any cash and the
fair market value of any property deemed received and the
holder's tax basis in the Debt Securities deemed surrendered.
Thereafter, each holder would generally be subject to tax
liability in respect of interest income and would recognize any
gain or loss upon any disposition, including redemption, of the
assets held in trust. Although tax might be owed, the holder of
a defeased Debt Security would not receive cash (except for
current payments of interest on the Debt Securities) until the
maturity or earlier redemption of the Debt Securities. Such tax
treatment could affect the purchase price that a holder would
receive upon the sale of the Debt Securities.
Concerning the Trustee
Chemical Bank is the Trustee under the Indenture. The
Trustee has from time to time made loans to the Company
(including a current participation under the Company's three-year
extendible revolving credit facility) and has performed other
services for the Company in the normal course of its business and
may provide such other services in the future. The Trustee may
resign with respect to any series of the Debt Securities at any
time, in which event the Company will be obligated to appoint a
successor trustee. If the Trustee ceases to be eligible to
continue as Trustee with respect to a series of Debt Securities
or becomes incapable of acting as Trustee or becomes insolvent,
the Company may remove such Trustee, or any Holder of the Debt
Securities of such series for at least six months may, on behalf
of himself and all others similarly situated, petition any court
of competent jurisdiction for the removal of such Trustee and the
appointment of a successor trustee with respect to such series.
Any resignation or removal of the Trustee with respect to a
series of Debt Securities and appointment of a successor trustee
for such Trust does not become effective
13
until acceptance of the appointment by the successor trustee.
(Section 710) Pursuant to such resignation and successor trustee
provisions, it is possible that a different trustee could be
appointed to act as a successor trustee with respect to each
series of Debt Securities. All references in this Prospectus to
the Trustee should be read to take into account the possibility
that each series of Debt Securities could have different
successor trustees in the event of such a resignation or removal.
DESCRIPTION OF CAPITAL STOCK
The Company may issue, separately or together with or upon
the conversion of or exchange for other Securities, Common Stock
and Preferred Stock, all as set forth in the accompanying
Prospectus Supplement relating to the Common Stock or Preferred
Stock in respect of which this Prospectus is being delivered.
The following summaries do not purport to be complete and are
subject to, and are qualified in their entirety by reference to,
the following documents: (i) the Company's Certificate of
Incorporation, as amended (the "Certificate"), (ii) the Company's
bylaws, as amended (the "Bylaws"), and (iii) an 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, as amended (the
"Rights Agreement"). A copy of each of the Certificate, the
Bylaws and Rights Agreement is filed as an exhibit to the
Registration Statement.
The Company's authorized capital stock consists of
120,000,000 shares of common stock, par value $2.50 per share,
and 20,000,000 shares of preferred stock, par value $1.00 per
share, of which 800,000 shares have been designated as Series A
Junior Participating Preferred Stock (the "Series A Preferred
Stock"), 3,945,000 have been designated as Convertible Voting
Preferred Stock, Series C (the "Series C Preferred Stock")and
550,000 have been designated as 7.48% Cumulative Preferred Stock,
Series D (the "7.48% Preferred Stock").
At the close of business on March 1, 1994, there were
37,786,859 shares of Common Stock outstanding, including
approximately 1,812,186 shares held by LaSalle National Trust,
N.A. in its capacity as trustee (the "ESOP Trustee") of the CBI
Salaried Employee Stock Ownership Plan (1987) (the "ESOP"), but
not including (i) employee options to purchase an aggregate of
1,114,850 shares of Common Stock (of which options to purchase an
aggregate of 894,550 shares of Common Stock were currently
exercisable); (ii) 55,000 shares of Common Stock reserved under
the CBI Restricted Stock Plan 1989; and (iii) 521,833 shares of
Common Stock reserved for the CBI Employee Stock Purchase and
Savings Plan (1992).
Common Stock
All outstanding shares of Common Stock are, and any shares
of Common Stock sold hereunder will be, fully paid and
nonassessable. Each holder of Common Stock is entitled to one
vote per share held of record on all matters submitted to the
stockholders for action. A vote by the holders of a majority of
shares present at a meeting at which a quorum is present is
necessary to take action, except for certain extraordinary
corporate actions which require the vote of two-thirds of all
outstanding shares entitled to vote thereon (or a majority of
such outstanding shares if the extraordinary action is
recommended by the Board of Directors). In addition, pursuant to
a "fair price" provision in the Company's Certificate of
Incorporation, certain business combinations involving the
Company and any holder of more than 10% of the outstanding voting
stock must be approved by the holders of 80% of the outstanding
voting stock, unless approved by a majority of continuing
directors or certain minimum price and procedural requirements
are met. Any
14
action required or permitted to be taken by stockholders may be
taken only at a stockholders' meeting and not by written consent.
There are no cumulative voting rights in the election of
directors to the Company's Board of Directors, which is divided
into three classes, with members of each class serving a three-
year term. Under the Company's By-Laws, written notice of any
stockholder nomination of an individual for election as director
must be received by the Secretary of the Company not less than 60
days prior to the first anniversary of the last meeting of
stockholders called for the election of directors, and such
notice must set forth certain specified information concerning
the nominee.
Subject to the preferences applicable to any series of
Preferred Stock described herein, holders of Common Stock are
entitled to dividends when and as declared by the Board of
Directors from funds legally available therefor and are entitled,
in the event of liquidation, to share ratably in all assets
remaining after the payment of liabilities. The Common Stock is
neither redeemable nor convertible, and the holders thereof have
no pre-emptive or subscription rights to purchase any securities
of the Company.
The Company is the transfer agent for the Common Stock.
Preferred Stock
Under the Certificate of Incorporation, the Board of
Directors is authorized, without further action of the
stockholders, to provide for the issuance, and to fix the number,
of shares of Preferred Stock, in one or more additional series,
with such voting powers and with such designations, preferences,
and relative, participating, optional or other special rights and
qualifications, limitations or restrictions thereof as shall be
set forth in resolutions providing for the issue thereof adopted
by the Board of Directors or a duly authorized committee thereof.
Reference is made to the Prospectus Supplement which
accompanies this Prospectus for the following terms and other
information with respect to any series of Preferred Stock in
respect of which this Prospectus is being delivered: (1) the
specific title and stated value and the number of shares offered;
(2) the price at which such offered shares shall be issued; (3)
dividend rate (or method of calculation thereof); (4) dates on
which dividends shall be payable; (5) whether such dividends
shall be cumulative and if cumulative, the date from which
dividends shall commence to cumulate; (6) liquidation
preferences; (7) the terms of any mandatory or optional
redemption (including any sinking fund) provisions and the terms
and conditions of any such redemption; (8) whether such Preferred
Stock will be convertible into or exchangeable for Common Stock
or other securities of the Company, and the terms and conditions
of any such conversions or exchanges; (9) voting rights; (10) the
securities exchange, if any, on which the Preferred Stock will be
listed; and (11) any other preferences, privileges, limitations
and restrictions with respect to such series of Preferred Stock.
No holder of Preferred Stock, solely by virtue of such
holdings, has or will have any pre-emptive right to subscribe for
or purchase any shares of any class or series of stock which is
now or may hereafter be authorized or issued. All of the
outstanding shares of Preferred Stock of the Company are, and
shares sold hereby will be, fully paid and non-assessable.
15
Unless otherwise specified in the applicable Prospectus
Supplement, upon any liquidation, dissolution or winding up of
the Company whether voluntary or involuntary, the holders of any
series of Preferred Stock in respect of which this Prospectus is
being delivered will have preference and priority over the Common
Stock and any other class or series of stock of the Company
ranking on liquidation junior to such series of Preferred Stock,
for payment out of the assets of the Company or proceeds thereof,
whether from capital or surplus, in the amount set forth in the
applicable Prospectus Supplement. After such payment, the
holders of such series of Preferred Stock will be entitled to no
other payments unless otherwise provided in the applicable
Prospectus Supplement. If, in the case of any such liquidation,
dissolution or winding up of the Company, the assets of the
Company or proceeds thereof shall be insufficient to make the
full liquidation payment in respect of such series of Preferred
Stock and liquidation payments on any other series of Preferred
Stock ranking as to liquidation on a parity with such series,
then those assets and proceeds will be distributed among the
holders of such series of Preferred Stock and any such other
series of Preferred Stock ratably in accordance with the
respective amounts which would be payable on such shares of such
series of Preferred Stock and such other series of Preferred
Stock if all amounts thereon were paid in full. A sale of all or
substantially all of the Company's assets or a consolidation or
merger of the Company with one or more corporations shall not be
deemed to be a liquidation, dissolution or winding up of the
Company unless otherwise provided in the applicable Prospectus
Supplement.
The Preferred Stock may be issued in the form of global
Preferred Stock Certificates, registered in the name of a
depositary or its nominee. If global Preferred Stock
Certificates are issued, holders will not be entitled to receive
definitive certificates representing shares of Preferred Stock.
In such instance, a holder's ownership of Preferred Stock will be
recorded on or through the records of the brokerage firm or other
entity that maintains such holder's account. In turn, the total
number of shares of Preferred Stock held by an individual
brokerage firm for its clients will be maintained on the records
of the depositary in the name of such brokerage firm or its
agent. Transfer of ownership of any shares of Preferred Stock
represented by a global Preferred Stock Certificate will be
effected only through the selling holder's brokerage firm.
Unless otherwise specified in the applicable Prospectus
Supplement, the series of Preferred Stock in respect of which
this Prospectus is being delivered will rank as to dividends and
upon liquidation on a parity with the Series C Preferred Stock
and senior to the Series A Junior Participating Preferred Stock.
Series A Preferred Stock Purchase Rights and Series A Preferred
Stock
On March 4, 1986, the Board of Directors of the Company
declared a dividend distribution of one preferred stock purchase
right ("Right"), for each share of Common Stock outstanding on
March 18, 1986 and for each share of Common Stock issued
thereafter until the Distribution Date (as defined below) and, in
certain circumstances, for shares issued after such date. Each
Right entitles the registered holder to purchase from the Company
one one-hundredth (1/100) of a share of Series A Preferred Stock
at a Purchase Price of $50.00 (the "Purchase Price"). The terms
and conditions of the rights are contained in an 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, as amended (the
"Rights Agreement").
16
As discussed below, until the occurrence of certain events,
initially the Rights will not be exercisable, certificates for
the Rights will not be issued, and the Rights will automatically
trade with the Common Stock.
Until the close of business on the Distribution Date,
which will occur on the earlier of (i) the tenth day following
the date of a public announcement that a person or group of
affiliated or associated persons ("Acquiring Person") has
acquired, or obtained the right to acquire, beneficial ownership
of 10% or more of the outstanding Common Stock (the "Stock
Acquisition Date") or (ii) the tenth business day (or such later
date as may be determined by the Board of Directors prior to any
person becoming an Acquiring Person) after the commencement of a
tender or exchange offer by a Person (as defined in the Rights
Agreement) which could result in the ownership by such Person of
10% or more of the outstanding Common Stock, the Rights will be
represented by and transferred only with the Common Stock. Until
the Distribution Date, new certificates issued for Common Stock
will contain a legend incorporating the Rights Agreement by
reference, and the surrender for transfer of any of the Common
Stock certificates will also constitute the transfer of the
Rights associated with the Common Stock represented by those
certificates. As soon as practicable following the Distribution
Date, separate Rights Certificates will be mailed to holders of
record of Common Stock at the close of business on the
Distribution Date, and thereafter the Rights Certificates alone
will evidence the Rights.
The Rights are not exercisable until the Distribution Date.
The Rights will expire at the close of business on March 18,
1996, unless redeemed or exchanged earlier as described below.
Currently, there are no shares of Series A Preferred Stock
issued or outstanding. The Series A Preferred Stock will be
nonredeemable and, unless otherwise provided in connection with
the creation of a subsequent series of Preferred Stock,
subordinate to all other series of the Preferred Stock. Each
share of Series A Preferred Stock will be entitled to receive,
when, as and if declared, a quarterly dividend in an amount equal
to the greater of $10.00 per share or 100 times the quarterly
cash dividend declared on the Common Stock. In addition, the
Series A Preferred Stock is entitled to 100 times any non-cash
dividends (other than dividends payable in Common Stock) declared
on the Common Stock, in like kind. In the event of liquidation,
the holders of Series A Preferred Stock will be entitled to
receive a liquidation payment in an amount equal to the greater
of $50.00 per share or 100 times the liquidation payment made per
share of Common Stock. Each share of Series A Preferred Stock
will have 100 votes, voting together with the Common Stock and
not as a separate class (except during a dividend default period
(occurring when dividends equal to six quarterly dividends are in
arrears), during which there will be a right to elect two
directors voting as a class), unless otherwise required by law or
by the Company's Certificate of Incorporation. In the event of
any merger, consolidation or other transaction in which shares of
Common Stock are exchanged or changed, each share of Series A
Preferred Stock will be entitled to receive 100 times the amount
received per share of Common Stock. The rights of the Series A
Preferred Stock as to dividends, voting rights and liquidation
are protected by antidilution provisions.
If (i) any Person becomes an Acquiring Person other than
pursuant to a tender or exchange offer for all outstanding shares
of Common Stock that the Board of Directors, taking into account
the long-term value of the Company and all other factors that the
Board considers relevant, determines to be at a price and on
terms that are fair to the holders of Common Stock (a "Permitted
Tender Offer"), or (ii) during such time as there is an Acquiring
Person,
17
there shall be a reclassification of securities,
recapitalization, reorganization or other transaction involving
the Company which increases the proportionate equity share of the
Acquiring Person, then in either such event each holder of a
Right, other than the Acquiring Person, upon exercise of the
Right and payment of the Purchase Price, will have the right to
receive, in lieu of Series A Preferred Stock, a number of shares
of Common Stock ("Adjustment Shares") having a value, based upon
the market price during the period immediately preceding such
event, equal to twice the Purchase Price. To the extent that
insufficient shares of Common Stock are available for the
exercise in full of the Rights, holders of Rights will receive
upon exercise shares of Common Stock to the extent available and
then cash, property or other securities of the Company (which may
be accompanied by a reduction in the Purchase Price), in
proportions determined by the Company, so that the aggregate
value received is equal to the value of the Adjustment Shares.
The Board of Directors may, at its option up to the time an
Acquiring Person beneficially owns 50% or more of the outstanding
Common Stock, exchange all or part of the then outstanding and
exercisable Rights for Common Stock, at an exchange rate of one
share of Common Stock per Right, subject to adjustment. Rights
are not exercisable following the acquisition of shares of Common
Stock by an Acquiring Person as referred to in clause (i) of this
paragraph until the expiration of the period during which the
Rights may be redeemed as described below. Notwithstanding the
foregoing, after an event described in clause (i) or (ii) of this
paragraph, Rights that are (or, under certain circumstances,
Rights that were) beneficially owned by the Acquiring Person will
be null and void.
If, after any Person becomes an Acquiring Person, unless
the
Rights are redeemed earlier, (i) the Company is a party to a
merger or other business combination in which any shares of the
Common Stock are changed into or exchanged for other securities
or assets or (ii) more than 50% of the assets or earning power of
the Company and its subsidiaries (taken as a whole) are sold or
transferred in one or more transactions, proper provision shall
be made so that each holder of record of a Right will from and
after that time have the right to receive, upon exercise of the
Right and payment of the Purchase Price, that number of shares of
common stock of the principal third party to the transaction
which is equal to the Purchase Price divided by one-half of the
average market price of a share of such party's common stock
during the period immediately preceding such transaction.
At any time until twenty days following the Stock
Acquisition Date, the Board of Directors may cause the Company to
redeem the Rights in whole, but not in part, at a price of $.05
per Right, subject to adjustment ("the Redemption Price"). Upon
the action of the Board of Directors authorizing redemption of
the Rights, the right to exercise the Rights will terminate, and
the holders of Rights will only be entitled to receive the
Redemption Price.
The terms of the Rights may be amended by the Board of
Directors, but (following the Distribution Date) no amendment may
adversely affect the interests of the holders of Rights. Until a
Right is exercised, the holder, as such, will have no rights as a
stockholder of the Company, including without limitation, the
right to vote or to receive dividends.
Series C Preferred Stock
All outstanding shares of the Series C Preferred Stock are
held by the ESOP Trustee. The Series C Preferred Stock has a
liquidation preference over the Common Stock and the Series A
Preferred Stock of $32.40 per share (plus accrued and unpaid
dividends), pays cumulative dividends semi-annually in the amount
of $2.27 per share per annum and is convertible, either at the
18
option of the holder or automatically in the event such Series C
Preferred Stock is no longer held by the ESOP Trustee, into one
and one-half shares of Common Stock per share of Series C
Preferred Stock, subject to antidilution adjustment under certain
circumstances. Holders of the Series C Preferred Stock are
entitled to vote on all matters upon which holders of the Common
Stock are entitled to vote, based on the number of shares of
Common Stock into which the Series C Preferred Stock could be
converted on the record date. Participants in the ESOP
confidentially direct the ESOP Trustee as to how any Stock
allocated to their accounts shall be voted. The ESOP Trustee
exercises its discretion to vote shares, both allocated and
unallocated, for which no directions are received. In the event
of a tender offer for any Common Stock or Series C Preferred
Stock ("Stock") held by the ESOP, each participant is to instruct
the ESOP Trustee regarding Stock allocated to his account. Stock
which has not been allocated will be dealt with by the ESOP
Trustee in proportion to the directions received (or not
received) for the allocated Stock. In the event of a business
combination, as defined, the ESOP terminates and the ESOP assets
are used first to repay a loan obligation of the ESOP and then
allocated pro rata among the participants.
If at any time dividends payable on any of the Preferred
Stock entitled to receive cumulative preferred dividends are in
arrears and unpaid in an amount equal to the amount of dividends
payable thereon for six quarterly dividend periods, the number of
members of the Board of Directors shall increase by two and the
holders of the Preferred Stock, voting separately as a class,
shall have the exclusive right to elect such two directors. In
addition, the vote of a majority of the outstanding shares of
Series C Preferred Stock, voting separately as a series, is
required before certain rights of the Series C Preferred Stock
may be adversely affected. The Series C Preferred Stock may be
redeemed by the Company, in whole or in part, at the Company's
option, commencing May 1, 1990, at a price equal initially to
105% of the purchase price, or $34.02 per share, declining by 1%
each year until May 1, 1995, at and after which date the
redemption price will be equal to the purchase price of $32.40
per share, plus in each case, an amount equal to all dividends
accrued and unpaid on such share to the date fixed for
redemption.
7.48% Preferred Stock, Series D
Dividends on the $100 stated value per share of the
7.48% Preferred Stock will be payable quarterly at an annual rate
of 7.48%. The 7.48% Preferred Stock will rank senior to the
Series A Preferred Stock and the Company's Common Stock, and on a
parity with the Series C Preferred Stock, in respect to payment
of dividends and distribution of assets.
Except in certain prescribed circumstances, holders of
the 7.48% Preferred Stock have no voting rights. On any item in
which the holders of 7.48% Preferred Stock are entitled to vote,
such holders are entitled to one vote for each share of 7.48%
Preferred Stock held. If at any time dividends payable on any of
the Preferred Stock entitled to receive cumulative preferred
dividends are in arrears and unpaid in an amount equal to the
amount of dividends payable thereon for six quarterly dividend
periods, the number of members of the Board of Directors shall
increase by two and the holders of the Preferred Stock, voting
separately as a class, shall have the exclusive right to elect
such two directors. In addition, the vote or consent of two
thirds or more of the outstanding shares of the 7.48% Preferred
Stock voting separately as a series, is required before certain
rights of the 7.48% Preferred Stock may be adversely affected.
On April 1, 2000, to the extent funds are legally
available therefor, CBI is required to redeem for cash all of the
7.48% Preferred Stock at a redemption price of $100 per share,
plus an amount equal to accrued but unpaid dividends.
Delaware Law and Certain Charter and Bylaw Provisions
The Company is subject to the provisions of Section 203 of
the General Corporation Law of the State of Delaware. In
general, the statute prohibits a publicly-held Delaware
corporation from engaging in a "business combination" with an
"interested stockholder" for a period of three years after the
date that the person became an interested stockholder unless
(with certain exceptions) the business combination or the
transaction in which the person became an interested stockholder
is approved in a prescribed manner. Generally, a "business
combination" includes a merger, asset or stock sale or other
transaction resulting in a financial benefit to an interested
stockholder. Generally, an "interested stockholder" is a person
who, together with affiliates and associates, owns (or within
three years prior, did own) 15% or more of the corporation's
voting stock.
The Certificate of Incorporation, as amended, and the
Bylaws, as amended, also include provisions which could be
utilized to make more difficult, and possibly discourage,
attempts to acquire control of the company. These provisions
include, without limitations, a "classified board" (election of
approximately one-third of the directors at each annual meeting),
the authorized but unissued shares of Preferred Stock, "fair
price" provisions relating to certain proposed business
combinations between the Company and an "Interested Stockholder"
(i.e., the beneficial owner of 10% or more of the Company's
voting stock). Any action required
19
or permitted to be taken by stockholders may be taken only at a
stockholders' meeting and not by written consent. Written notice
of any stockholder nomination of an individual for election as
director must be received by the Secretary of the Company not
less than 60 days prior to the first anniversary of the last
meeting of stockholders called for the election of directors, and
such notice must set forth certain specified information
concerning the nominee.
PLAN OF DISTRIBUTION
General
The Company may sell the Securities (i) through
underwriters
or dealers; (ii) directly to one or more other purchasers,
including affiliates; (iii)
through agents; (iv) to both investors and/or dealers through a
specific bidding or auction process or otherwise; or (v) through
a combination of such methods of sale. The Prospectus Supplement
with respect to the Securities will set forth the terms of the
offering of such Securities, including the name or names of any
underwriters, dealers or agents, the purchase price of such
Securities and the proceeds to the Company from such sale, any
underwriting discounts and other items constituting underwriters'
compensation, any initial public offering price and any
discounts, commissions or concessions allowed or reallowed or
paid to dealers, and any bidding or auction process. The
Securities may be sold to one of the Company's employee benefit
plans, which is an affiliate of the Company, in satisfaction of
funding requirements. Any initial offering price and any
discounts, concessions or commissions allowed or reallowed or
paid to dealers may be changed from time to time.
If underwriters are used in an offering, the Securities
will
be acquired by the underwriters for their own account. The
Securities may be offered to the public either through
underwriting syndicates represented by one or more managing
underwriters or directly by one or more of such firms. The
specific managing underwriter or underwriters, if any, will be
set forth in the Prospectus Supplement relating to the Securities
together with the members of the underwriting syndicate, if any.
Unless otherwise set forth in the Prospectus Supplement, the
obligations of the underwriters to purchase the Securities will
be subject to certain conditions precedent and the underwriters
will be obligated to purchase all such Securities if any are
purchased.
The Securities may be sold directly by the Company or
through agents designated by the Company from time to time. The
Prospectus Supplement will set forth the name of any agent
involved in the offer or sale of the Securities in respect of
which the Prospectus Supplement is delivered and any commissions
payable by the Company to such agent. Unless otherwise indicated
in the Prospectus Supplement, any such agent is acting on a best
efforts basis for the period of its appointment.
The Securities may be sold from time to time in one or more
transactions, at a fixed price, at varying prices determined at
the time of sale, at market prices prevailing at the time of
sale, at prices related to such prevailing market prices or at
negotiated prices. The Company may also offer and sell the
Securities in exchange for one or more of its outstanding issues
of debt securities or preferred stock.
Any underwriters, dealers, or agents participating in the
distribution of the Securities may be deemed to be underwriters
and any discounts or commissions received by them on the sale or
resale of the Securities may be deemed to be underwriting
discounts and commissions under the Securities Act of 1933, as
amended (the "Securities Act"). Underwriters, dealers or agents
may be entitled, under agreements entered into with the Company,
to
20
indemnification by the Company, against certain liabilities,
including liabilities under the Securities Act, and to
contribution with respect to payments which the underwriters,
dealers or agents may be required to make in respect thereof.
Underwriters, dealers and agents may engage in transactions with
or perform services for the Company in the ordinary course of
business.
The Securities, other than the Common Stock, will be a new
issue or issues of securities with no established trading market.
The Common Stock is listed, and the Company may apply for the
listing of any Preferred Stock, on the New York Stock Exchange.
No assurance can be given that the underwriters, dealers or
agents, if any, involved in the sale of the Securities will make
a market in such Securities. Whether or not any of the
Securities are listed on a national securities exchange or the
underwriters, dealers or agents, if any, involved in the sale of
the Securities make a market in such Securities, no assurance can
be given as to the liquidity of the trading market for such
Securities.
If so indicated in the Prospectus Supplement, the Company
will authorize underwriters or other persons acting as the
Company's agents to solicit offers by certain institutions to
purchase Securities from the Company pursuant to contracts
providing for payment and delivery on a future date.
Institutions with which such contracts may be made include
commercial and savings banks, insurance companies, pension funds,
investment companies, educational and charitable institutions and
others, but in all cases will be subject to the approval of the
Company. The obligations of any purchaser under any such
contract will be subject to the condition that the purchase of
the Securities shall not at the time of delivery be prohibited
under the laws of the jurisdiction to which such purchaser is
subject. The underwriters and such agents will not have any
responsibility in respect of the validity or performance of such
contracts.
Offers to purchase Securities may be solicited directly
by the Company and sales thereof may be made by the Company
directly to institutional investors or others, including
affiliates, who may be deemed to be underwriters within the
meaning of the Securities Act with respect to any resale thereof.
The terms of any such sales will be described in the Prospectus
Supplement relating thereto. Except as set forth in the
applicable Prospectus Supplement, no director, officer or
employee of the Company or its subsidiaries will solicit or
receive a commission in connection with direct sales by the
Company of the Securities, although such persons may respond to
inquiries by potential purchasers and perform ministerial and
clerical work in connection with any such direct sales.
EXPERTS
The Annual Report on Form 10-K for the fiscal year ended
December 31, 1994 of the Company incorporated by reference in
this prospectus and elsewhere in the registration statement has
been audited by Arthur Andersen LLP, independent public
accounts, as indicated in their reports with respect thereto, and
is included herein in reliance upon the authority of said firm as
experts in accounting and auditing in giving said reports.
Reference is made to said reports, which call attention to 1992
changes in accounting principles with respect to the methods of
accounting for income taxes and for postretirement benefits other
than pensions.
VALIDITY OF SECURITIES
The validity of the Securities offered hereby will be
passed
upon for the Company by Charles O. Ziemer, Esq., General Counsel
of the Company, and will be passed upon for any underwriter,
dealer or
21
agent by Mayer, Brown & Platt, Chicago, Illinois. As of April
6,1995, Mr. Ziemer beneficially owned 26,841 shares of Common
Stock. The opinions of Mr. Ziemer and Mayer, Brown & Platt with
respect to certain series of Securities may be subject to certain
conditions and assumptions, as indicated in the Prospectus
Supplement describing such series. Mayer, Brown & Platt is
currently representing the Company in certain legal matters.
22
<PAGE>
<PAGE>
No person has been authorized
to give any information or to
make any representations not
contained in this Prospectus and,
if given or made, such information
or representations must not be
relied upon as having been authorized
by the Company or any underwriter,
agent or dealer. This Prospectus
does not constitute an offer of
any securities other than those
to which it relates or an offer
to sell, or a solicitation of an $300,000,000
offer to buy, to any person in any
jurisdiction where such an offer or
solicitation would be unlawful.
Neither the delivery of this
Prospectus nor any sale made
hereunder shall, under any
circumstances, create any
implication that the information
contained herein is correct as of
any time subsequent to the date hereof.
[LOGO]
___________________
CBI INDUSTRIES, INC.
TABLE OF CONTENTS
Debt Securities
Page
Preferred Stock
Common Stock
Available Information............ 2
Documents Incorporated by
Reference...................... 2
______________________
The Company...................... 3
Use of Proceeds.................. 3
PROSPECTUS
Selected Ratios.................. 3
Description of Debt Securities... 4
______________________
Description of Capital Stock..... 14
Plan of Distribution............. 20
Experts.......................... 21
Validity of Securities........... 21
[ , 1995]
<PAGE>
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The expenses in connection with the issuance and
distribution of the Securities being registered are as follows,
other than the underwriting discounts and commissions. All such
expenses are estimated except for the SEC Filing Fees:
SEC Filing Fee $103,448
Trustee's Fees and Expenses $ 30,000
Accounting Fees and Expenses $ 30,000
Legal Fees and Expenses $ 75,000
Printing Expenses $ 80,000
Blue Sky Fees and Expenses $ 15,000
Rating Agency Fees $120,000
Miscellaneous Expenses $ 21,522
Total $475,000
____________
Item 15. Indemnification of Directors and Officers.
Reference is made to Section 145 of the General Corporation
Law of the State of Delaware which provides generally that a
person sued as a director, officer, employee or agent of a
corporation may be indemnified by the corporation in non-
derivative suits for expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement if such person
acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the corporation. In
the case of criminal actions and proceedings such person must
also have had no reasonable cause to believe his conduct was
unlawful. Indemnification of expenses is also authorized in
stockholder derivative actions provided such person acted in good
faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation and so long as
he had not been found liable to the corporation. Even in this
latter instance, the court may determine that in view of all the
circumstances such person is entitled to indemnification for such
expenses as the court deems proper. A person sued as a director,
officer, employee or agent of a corporation who has been
successful in defense of the action must be indemnified by the
corporation against expenses. A corporation may amend its
certificate of incorporation to eliminate or limit personal
liability of a director to the corporation or its stockholders
for monetary damages for breach of the director's fiduciary duty
of care, although such an amendment may not eliminate the
liability of a director for breaching his duty of loyalty,
failing to act in good faith, engaging in intentional misconduct
or knowingly violating a law, declaring an illegal dividend or
approving an illegal stock repurchase, or obtaining an improper
personal benefit.
Article Sixteenth of the Company's Certificate of
Incorporation eliminates director liability to the extent
described in the preceding sentence. Article VIII of the
Company's By-Laws permits indemnification of directors and
officers of the Company to the fullest extent permitted by the
Delaware General Corporation Law, and provides that expenses
incurred by a director or officer in defending certain suits or
proceedings may be conditionally paid by the Company in advance
of the final disposition of such actions.
The Company has provided liability insurance for each
director and officer for certain losses arising from claims or
charges made against them while acting in their capacities of
directors or officers of the Company.
Item 16. Exhibits.
The following exhibits are filed as part of this Registration
Statement.
(1)(a) ** --Form of Underwriting Agreement for Debt Securities.
(b) ** --Form of Underwriting Agreement for Capital Stock.
(c)* --Form of Agency Agreement.
(4)(a) ** --Form of Indenture dated as of March 1, 1994 between
the Company and Chemical Bank, as Trustee.
(b) ** --Certificate of Incorporation of the Company (filed
as Exhibit 3 to the Company's Form 10-Q Quarterly
Report dated November 10, 1994 (Commission File No.
1-7833) and incorporated herein by reference).
(c) ** --By-laws, as amended (filed as Exhibit 3(b) to the
Company's Form 10-Q Quarterly Report dated
May 13, 1994 (Commission File No. 1-7833)
and incorporated by reference herein).
(d) ** --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,
as Rights Agent, as amended, filed as exhibit (1) to
the Company's Current Report on Form 8-K dated
December 21, 1994 (Commission File No. 1-7833) and
incorporated herein by reference).
(5)** --Opinion of Charles O. Ziemer, Senior Vice President and
General Counsel of CBI Industries, Inc.
(12) --Statement of computation of ratios of earnings to fixed
charges and earnings to fixed charges and preferred stock
dividends.
(23)(a) --Consent of Arthur Andersen & Co.
(b) ** --Consent of Charles O. Ziemer (contained in, and
incorporated herein by reference to, Exhibit 5)
(24) **-Power of Attorney (included under the caption entitled
"Power of Attorney" in Part II of this Registration
Statement).
(25) **-Form T-1 Statement of Eligibility and Qualification under
the Trust Indenture Act of 1939 of Chemical Bank.
___________
*To be filed by amendment or as an exhibit to Form 8-K in
reference to the specific offering of Securities, if any, to
which it relates.
** Previously filed
Item 17. Undertakings.
The undersigned registrant hereby undertakes as follows:
(a)(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the
Registration Statement;
(iii) to include any material information with respect to
the plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that undertakings (i) and (ii) do not
apply if the information required to be included in a post-
effective amendment is contained in periodic reports filed
by the Registrant pursuant to Sections 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b)(1) That, for purposes of determining any liability under
the Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(2) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the provisions described in Item 15 above, or otherwise, the
registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of
the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
(c)(1) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of
prospectus filed as part of this Registration Statement in
reliance upon Rule 430A and contained in a form of prospectus
filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be a part of
this Registration Statement as of the time it was declared
effective.
(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that
contains a form of prospectus shall be deemed to be a new
Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and
has duly caused this Amendment to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly
authorized, in the Village of Oak Brook, State of Illinois on
April 7, 1995.
CBI INDUSTRIES, INC.
By: /S/ George L. Schueppert
George L. Schueppert,
Executive Vice President and
Chief Financial Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of CBI Industries,
Inc., hereby severally constitute and appoint John E. Jones,
George L. Schueppert, and Buel T. Adams, and each of them, agent
and attorney-in-fact, with full power of substitution and
resubstitution for them and in their names, place and stead, to
sign for us, and in our names in the capacities indicated below,
any and all amendments (including post-effective amendments) to
this Registration Statement, and to file the same, with all
exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as
fully to all intents and purposes as each of us might or could do
in person, hereby ratifying and confirming all that said
attorney-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Witness our hands on the date set forth below.
__________________________
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities indicated below on March 9, 1994.
Signature Title
/S/ John E. Jones Chairman of the Board,
John E. Jones President and Chief
Executive Officer
(Principal Executive
Officer)
/S/ Lewis E. Akin Executive Vice President
Lewis E. Akin and Director
/S/ Wiley N. Caldwell Director
Wiley N. Caldwell
/S/ Robert J. Daniels Executive Vice President
Robert J. Daniels and Director
/S/ Robert G. Wallace Director
Robert G. Wallace
Director
Robert J. Day
Director
John T. Horton
Director
Gary E. MacDougal
Director
Edward J. Mooney
/S/ George L. Schueppert Executive Vice President
George L. Schueppert -Finance and Director
(Principal Financial
Officer)
/S/ Alan J. Schneider Vice President and
Alan J. Schneider Controller
(Principal Accounting
Officer)
/S/ John F. Riordan Director
John F. Riordan
Director
Robert T. Stewart
/S/ E.H. Clark, Jr. Director
E.H. Clark, Jr.
By /S/ George L. Schueppert
George L. Schueppert as Attorney-in-Fact
<PAGE>
<PAGE>
sequentially
exhibit
numbered
no. description
page
(1)(a) ** --Form of Underwriting Agreement for Debt Securities.
(b) ** --Form of Underwriting Agreement for Capital Stock.
(c)* --Form of Agency Agreement.
(4)(a) ** --Form of Indenture dated as of March 1, 1994 between
the Company and Chemical Bank, as Trustee.
(b) ** --Certificate of Incorporation of the Company (filed
as Exhibit 3 to the Company's Form 10-Q Quarterly
Report dated November 10, 1994 (Commission File No.
1-7833) and incorporated herein by reference).
(c) ** --By-laws, as amended (filed as Exhibit 3(b) to the
Company's Form 10-Q Quarterly Report dated
May 13, 1994 (Commission File No. 1-7833)
and incorporated by reference herein).
(d) ** --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,
as Rights Agent, as amended, filed as exhibit (1) to
the Company's Current Report on Form 8-K dated
December 21, 1994 (Commission File No. 1-7833) and
incorporated herein by reference).
(5)** --Opinion of Charles O. Ziemer, Senior Vice President and
General Counsel of CBI Industries, Inc.
(12) --Statement of computation of ratios of earnings to fixed
charges and earnings to fixed charges and preferred stock
dividends.
(23)(a) --Consent of Arthur Andersen & Co.
(b) ** --Consent of Charles O. Ziemer (contained in, and
incorporated herein by reference to, Exhibit 5)
(24) **-Power of Attorney (included under the caption entitled
"Power of Attorney" in Part II of this Registration
Statement).
(25) **-Form T-1 Statement of Eligibility and Qualification under
the Trust Indenture Act of 1939 of Chemical Bank.
___________
*To be filed by amendment or as an exhibit to Form 8-K in
reference to the specific offering of Securities, if any, to
which it relates.
** Previously filed
EXHIBIT (12) (Page 1 of 2)
Ratio of Earnings to Fixed Charges and Preferred Stock Dividends
(Dollars in Thousands)
<TABLE>
<CAPTION>
Years Ended December 31,
1994 1993 1992 1991 1990
<S>
Earnings:
<C> <C> <C> <C> <C>
Income/(Loss) before Income Taxes $118,910 $(2,235) $145,500 $136,965 $122,849
Plus: Fixed Charges and Preferred Stock
Dividends (Below) 64,908 55,473 49,268 53,842 64,619
Less: Capitalized Interest (4,033) (5,935) (6,117) (725) (709)
Less: ESOP Debt Service Not Included in Pre-Tax
Income/(Loss) (8,188) (8,744) (8,647) (8,383) (8,175)
Less: Equity Earnings from Unconsolidated
Affiliates (4,763) (1,480) (6,665) (7,259) (7,942)
Plus: Dividends Received from Unconsolidated
Affiliates 5,582 4,624 8,052 10,393 26,381
Total Defined Earnings $172,416 $41,703 $181,391 $184,833 $197,023
Fixed Charges and Preferred Stock Dividends:
Interest Expense $ 41,630 $28,380 $ 20,780 $ 30,568 $ 40,856
Preferred Stock Dividends * 8,159 8,448 8,638 8,718 8,843
Less: Preferred Stock Dividends Used to Meet
ESOP Debt Service Requirements * (8,159) (8,448) (8,638) (8,718) (8,843)
Plus: Capitalized Interest 4,033 5,935 6,117 725 709
Plus: ESOP Interest 8,188 8,896 9,621 10,081 10,467
Plus: Interest within Rental Expense 11,057 12,262 12,750 12,468 12,587
Total Defined Fixed Charges and
Preferred Dividends $ 64,908 $55,473 $ 49,268 $ 53,842 $ 64,619
Ratio of Earnings to Fixed Charges
and Preferred Stock Dividends 2.66 to 1 .75 to 1 3.68 to 1 3.43 to 1 3.05 to 1
* Dividends on the Series C preferred shares, which are held by the ESOP Trust, are used to meet ESOP
debt service requirements.
/TABLE
<PAGE>
EXHIBIT (12) (Page 2 of 2)
Ratio of Earnings to Fixed Charges
(Dollars in Thousands)
<TABLE>
<CAPTION>
Years Ended December 31,
1994 1993 1992 1991 1990
<S>
Earnings:
<C> <C> <C> <C> <C>
Income/(Loss) before Income Taxes $118,910 $(2,235) $145,500 $136,965 $122,849
Plus: Fixed Charges (Below) 64,908 55,473 49,268 53,842 64,619
Less: Capitalized Interest (4,033) (5,935) (6,117) (725) (709)
Less: ESOP Debt Service Not Included
in Pre-Tax Income/(Loss) (8,188) (8,744) (8,647) (8,383) (8,175)
Less: Equity Earnings from Unconsolidated
Affiliates (4,763) (1,480) (6,665) (7,259) (7,942)
Plus: Dividends Received from
Unconsolidated Affiliates 5,582 4,624 8,052 10,393 26,381
Total Defined Earnings $172,416 $41,703 $181,391 $184,833 $197,023
Fixed Charges:
Interest Expense $ 41,630 $28,380 $ 20,780 $ 30,568 $ 40,856
Plus: Capitalized Interest 4,033 5,935 6,117 725 709
Plus: ESOP Interest 8,188 8,896 9,621 10,081 10,467
Plus: Interest within Rental Expense 11,057 12,262 12,750 12,468 12,587
Total Defined Fixed Charges $ 64,908 $55,473 $ 49,268 $ 53,842 $ 64,619
Ratio of Earnings to Fixed Charges 2.66 to 1 .75 to 1 3.68 to 1 3.43 to 1 3.05 to 1
/TABLE
<PAGE>
EXHIBIT (23)(a)
CONSENT OF ARTHUR ANDERSEN LLP
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
report dated February 6, 1995 (except with respect to the matter
discussed in Note 6, as to which the date is March 2, 1995)
included and incorporated by reference in CBI Industries, Inc.'s
Form 10-K for the year ended December 31, 1994 and to all
references to our Firm included in this registration statement.
/S/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Chicago, Illinois,
March 30, 1995
