SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
SCHEDULE 14D-9
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4) of the
Securities Exchange Act of 1934
(Amendment No. 4)
_______________
CBI INDUSTRIES, INC.
(Name of Subject Company)
CBI INDUSTRIES, INC.
(Name of Person(s) Filing Statement)
Common Stock, par value $2.50 per share
(and Associated Preferred Stock Purchase Rights)
(Title of Class of Securities)
_______________
124800 10 3
(CUSIP Number of Class of Securities)
_______________
Charles O. Ziemer, Esq.
Senior Vice President and General Counsel
CBI Industries, Inc.
800 Jorie Boulevard
Oak Brook, Illinois 60521-2268
(708) 572-7000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf
of the Person(s) Filing Statement)
_______________
With a copy to:
Richard D. Katcher, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019-6150
(212) 403-1000
<PAGE>
This Amendment No. 4 amends and supplements the
Solicitation/Recomendation Statement on Schedule 14D-9 filed
with the Securities and Exchange Commission (the "Commission")
on November 16, 1995, and as subsequently amended (as so
amended, the "Schedule 14D-9"), by CBI Industries, Inc., a
Delaware corporation (the "Company" or "CBI"), relating to the
tender offer made by PX Acquisition Corp. ("P Sub"), a Delaware
corporation and a wholly owned subsidiary of Praxair, Inc., a
Delaware corporation ("Praxair"), to purchase all outstanding
shares of Common Stock, including the associated Rights issued
pursuant to the Amendment and Restatement dated as of August 8,
1989 of a Rights Agreement dated as of March 4, 1986, between
the Company and First Chicago Trust Company of New York, as
Rights Agent, at a price of $32.00 per Share, net to the seller
in cash, upon the terms and subject to the conditions set forth
in the Offer to Purchase dated November 3, 1995 and the related
Letter of Transmittal, as disclosed in a Tender Offer Statement
on Schedule 14D-1 filed by P Sub and Praxair with the Commis-
sion on November 3, 1995, and as subsequently amended. Unless
otherwise indicated, all capitalized terms used but not defined
herein shall have the meanings ascribed to them in the Schedule
14D-9.
Item 8. Additional Information to be Furnished.
On December 5, 1995, the Company and Praxair entered
into a confidentiality agreement, which is filed herewith as
Exhibit 34.
Item 9. Material to Be Filed as Exhibits.
Item 9 is hereby amended and supplemented by adding
thereto the following:
Exhibit 34 Confidentiality Agreement dated December 5, 1995
entered into between CBI Industries, Inc. and
Praxair, Inc.<PAGE>
SIGNATURE
After reasonable inquiry and to the best of its know-
ledge and belief, the undersigned certifies that the informa-
tion set forth in this statement is true, complete and correct.
CBI INDUSTRIES, INC.
Dated: December 5, 1995 By: /s/ John E. Jones
John E. Jones
Chairman, President and
Chief Executive Officer<PAGE>
EXHIBIT INDEX
Exhibit 34 Confidentiality Agreement dated December 5, 1995
entered into between CBI Industries, Inc. and
Praxair, Inc.
EXHIBIT 34
December 5, 1995
Praxair, Inc.
39 Old Ridgebury Road
Danbury, Connecticut 06810-5113
Gentlemen:
You have requested information concerning CBI Indus-
tries, Inc. (the "Company") in connection with a possible
transaction with the Company or its shareholders. Except as
required by law or judicial process, you will treat confiden-
tially any information furnished to you by or on behalf of the
Company (the "Evaluation Material"; provided, however, that the
term "Evaluation Material" does not include, and your confiden-
tiality obligations hereunder do not apply to, information
which was or becomes generally available on a non-confidential
basis or information which is available to you or becomes
available to you from a third party not known by you to be un-
der any obligation of confidentiality). The Company is pre-
pared to provide you access to Evaluation Material on a compa-
rable basis to the access provided to other third parties.
You will not use the Evaluation Material in any way
detrimental to the Company or its shareholders; provided, how-
ever, that you may disclose any Evaluation Material to your
directors, officers, employees, agents, advisors or financial
institutions which are potential financing sources who need to
know such information for the purpose of evaluating the trans-
action (it being understood that they shall be informed by you
of the confidential nature of such information and that by re-
ceiving such information they are agreeing to be bound by this
agreement).
In the event that you are requested in any proceeding
to disclose any Evaluation Material, you will give the Company
prompt notice of such request so that the Company may seek an
appropriate protective order. If in the absence of a protec-
tive order you are nonetheless compelled by an order of a court
of competent jurisdiction to disclose Evaluation Material, you
may disclose such information without liability hereunder; pro-
vided, however, that you give the Company written notice of the
information to be disclosed as far in advance of its disclosure
as is practicable and, upon the Company's request and at the<PAGE>
Praxair, Inc.
December 5, 1995
page 2
Company's expense, use your reasonable efforts to obtain assur-
ances that confidential treatment will be accorded to such in-
formation.
You hereby acknowledge that you are aware of the re-
strictions imposed by the United States securities laws on any
person who has received from an issuer material, non-public
information from purchasing or selling securities of such is-
suer or from communicating such information to any other person
under circumstances in which it is reasonably foreseeable that
such person is likely to purchase or sell such securities in
reliance upon such information.
Notwithstanding anything in this agreement to the
contrary, you and your affiliates shall be entitled to disclose
certain Evaluation Material, or summaries thereof, in filings
made pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), in connection with the current
tender offer, dated November 3, 1995, by PX Acquisition Corp.
for securities of the Company as such offer may be amended from
time to time (the "Offer"), if you reasonably believe such dis-
closure is required by the Exchange Act in connection with con-
tinuing or consummating the Offer.
You agree that neither you nor any of your affiliates
shall acquire any securities of the Company pursuant to the
Offer or otherwise at any time prior to January 15, 1996, or
such earlier time as the Company enters into a definitive
agreement with any party or parties, including you, with re-
spect to a transaction or transactions for the acquisition of
all or a majority of the Company's assets or securities.
You shall not make any disclosure concerning the fact
that you are having or have had discussions with the Company,
and the Company will not make disclosure of such discussions
which identifies you or your affiliates as parties thereto,
except as the party making such disclosure reasonably believes
is required by law.
During the period you and your affiliates are pre-
cluded by this agreement from acquiring any securities of the
Company, you and your affiliates will not, directly or indi-
rectly, enter into any discussions, negotiations, arrangements
or understandings with any third party with respect to such
third party acquiring or seeking to acquire any of the
Company's assets or businesses or any securities issued by the
Company or any rights or options to acquire such ownership;
provided, however, that the foregoing shall not be deemed
breached by you by reason of unsolicited contacts of you by a
third party with respect to any of the foregoing matters so
long as your response thereto is confined to advising such<PAGE>
Praxair, Inc.
December 5, 1995
page 3
third party that you are not in a position to discuss such mat-
ters; and provided, further, that the foregoing shall not pre-
clude you from having discussions with potential buyers and
others concerning the disposition by you of a portion or por-
tions of the Company's industrial gas business to the extent
such disposition by you may be reasonably necessary to resolve
antitrust or similar issues, if any.
For two years from the date hereof you will not, ex-
cept with the prior consent of the Company, (i) initiate con-
tact (except for those contacts made in the ordinary course of
business) with any executive or key employee of the Company
regarding its business, operations, prospects or finances, and
(ii) directly solicit for hire any person with whom you have
had contact during the course of your investigation relating to
a possible transaction with the Company or its shareholders and
known to you to be employed by the Company in an executive ca-
pacity.
Notwithstanding anything in this agreement to the
contrary, the Company agrees that if any Evaluation Material is
provided to any other party in connection with a possible
transaction with the Company or its shareholders on terms as
regards the matters described in this agreement which are less
restrictive to such other party than those contained in this
agreement are to you, then this agreement will be deemed to
have been modified to provide you with the benefit of such less
restrictive terms, and the Company will provide you with an
amended agreement reflecting such terms.
Upon the Company's request you will promptly rede-
liver to the Company or destroy all copies of the Evaluation
Material and will destroy all memoranda, notes and other writ-
ings prepared by you or your directors, officers, employees,
agents or affiliates based on the Evaluation Material. You
understand that neither the Company nor any of its representa-
tives or advisors makes any representation or warranty as to
the accuracy or completeness of any Evaluation Material which
may be furnished to you. You agree that neither the Company
nor its representatives or advisors shall have any liability to
you or any of your representatives resulting from the use of
the Evaluation Material.
You and the Company agree that money damages would
not be a sufficient remedy for any breach of this agreement by
you or the Company or your or the Company's directors, offic-
ers, employees, agents or affiliates, and that in addition to
all other remedies the Company or you, as the case may be,
shall be entitled to specific performance and injunctive or
other equitable relief as a remedy for any such breach, and you
and the Company further agree to waive and to use your or the<PAGE>
Praxair, Inc.
December 5, 1995
page 4
Company's reasonable efforts to cause your or the Company's
directors, officers, employees, agents or affiliates to waive,
any requirements for the securing or posting of any bond in
connection with such remedy.
This agreement shall be governed by and construed in
accordance with the laws of the State of Delaware, without giv-
ing effect to its conflict of laws principles or rules.
This agreement shall terminate upon the second an-
niversary hereof.
If you are in agreement with the foregoing, please so
indicate by signing and returning one copy of this agreement
which will constitute an agreement between you and the Company
with respect to the matters set forth herein.
Very truly yours,
CBI INDUSTRIES, INC.
By: /s/John E. Jones
Confirmed and Agreed to:
PRAXAIR, INC.
By: /s/David H. Chaifetz
Name:
Title:
