SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-A/A
Amendment No. 3
(to Registration Statement on
Form 8-A dated March 7, 1986)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CBI INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 36-3009343
(State of incorporation or organization) (IRS Employer
Identification No.)
800 Jorie Boulevard, Oak Brook, Illinois 60521-2268
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Preferred Stock Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
The Company hereby amends Item 1 of its Registration
Statement on Form 8-A, dated March 7, 1986, as amended to date
(the "Prior Form 8-A"), by adding the information set forth below
under the caption "Amendment to the Rights Agreement." The
Company also amends Item 2 by adding the Amendment to the Rights
Agreement as an Exhibit thereto. Terms used but not defined
herein shall have the meaning set forth in the Prior Form 8-A,
which is hereby incorporated herein by reference.
Item 1. Description of Registrant's Securities to be
Registered.
Amendment to Rights Agreement
On March 8, 1995, the Company and the Rights Agent
entered into an Amendment (the "Amendment") to the Rights
Agreement. The Amendment, among other things, amends the Rights
Agreement to amend the definition of an "Acquiring Person" to
exclude from the definition a Person who inadvertently becomes an
Acquiring Person if such person divests a sufficient number of
shares so that such Person is no longer an Acquiring Person.
A copy of the Amendment is attached as Exhibit 1 hereto
and is incorporated herein by reference. The foregoing
description of the Rights, as amended, does not purport to be
complete and is qualified in its entirety by reference to the
Amendment and the Rights Agreement.<PAGE>
Item 2. Exhibits.
The following exhibit is filed as part of this
Registration Statement:
1. Amendment to Rights Agreement dated as of March 8, 1995
to an Amendment and Restatement of a Rights Agreement
dated August 8, 1989, as amended, between the Company and First
Chicago Trust Company of New York, as Rights Agent.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
Date: April 21, 1995
CBI INDUSTRIES, INC.
/s/ George L. Schueppert
Name: George L. Schueppert
Title: Executive Vice President,
and Chief Financial Officer
AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT dated as of March 8, 1995 (this "Amendment")
of an Amendment and Restatement of a Rights Agreement date as of
August 8, 1989 (as amended to date, the "Agreement") between CBI
Industries, Inc., a Delaware corporation (the "Company"), and
First Chicago Trust company of New York, a New York corporation
(the "Rights Agent"). terms used but not defined in this
Amendment shall have the meaning set forth in the Agreement.
W I T N E S S E T H
WHEREAS, on March 4, 1986, the Board authorized and
declared a dividend distribution of one Right for each share of
Common Stock outstanding on the Record Date, and contemplates the
issuance of one Right (subject to adjustment ) for each share of
Common Stock of the Company issued (whether from the treasure or
as an initial issuance) between the Record Date and the
distribution Date and in certain circumstances thereafter, each
Right representing the right to purchase one one-hundredth of a
share of Series A Junior Participating Preferred Stock of the
Company having the rights, powers and preferences set forth in
the Certificate of Designation, Preferences and Rights attached
as Exhibit A to the Agreement;
WHEREAS, the Board previously authorized, and the
Company and the Rights Agent executed, and amendment to the
Agreement dated December 20, 1994; and
WHEREAS, the Board has determined that it is advisable
and in the best interest of the Company and its stockholders that
the Agreement be amended as set forth in this Amendment;
NOW, THEREFORE, in consideration of the premises and
the mutual agreements herein set forth, the parties hereby agree
as follows:
1. Paragraph 1.1 of Section 1 of the Agreement is
hereby amended to add to the end there of the following sentence:
"Notwithstanding the foregoing, if the Board
determines in good faith that a Person who
would otherwise be an "Acquiring Person", as
defined pursuant to the foregoing provisions
of this paragraph 1.1, has become such
inadvertently, as such Person divests as
promptly as practicable a sufficient number
of shares of Common Stock so that such Person
would no longer be an "Acquiring Person," as
defined pursuant to the foregoing provisions
of this paragraph 1.1, then such Person shall
not be deemed to be an "Acquiring Person" for
any purposes of this Agreement."
2. The Rights Agent shall not be liable for or by
reason of any of the statements of fact or recitals contained in
this amendment. The rights Agent shall not be under any
responsibility in respect of the validity of this Amendment or
the execution and delivery hereof (except the due execution
hereof by the Rights Agent).
3. The term "Agreement" as used in the Rights
Agreement shall be deemed to refer to the Rights Agreement as
amended by this Amendment.
4. Except as set forth herein, the Rights Agreement
shall remain in full force and effect and shall be otherwise
unaffected hereby.
5. This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original, but all
of which together shall constitute on and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and their respective corporate
seals to be hereunto affixed and attested, all as of the day and
year first above written.
Attest: CBI INDUSTRIES, INC.
By: /s/ Charlotte C. Toerber
By: /s/ John E. Jones
Name: Charlotte C. Toerber Name: John E.
Jones
Title: Secretary Title:
Chairman, President & CEO
Attest: FIRST CHICAGO TRUST
COMPANY
OF NEW YORK
By: /s/ Albert Diorio
By: /s/ Ralph Persico
Name: Albert Diorio Name: Ralph
Persico
Title: Assistant Vice President Title:
Customer Service Officer
