SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported):
March 31, 1995
CBI Industries, Inc.
(Exact name of registrant as specified in its charter)
Delaware 7833 36-3009343
(State of (Commission (IRS Employer
Incorporation) File No.) Identification Number)
800 Jorie Boulevard
Oak Brook, Illinois 60522-7001
(Address, including zip code, of principal executive offices)
Registrant's telephone number including area code: 708-572-7000
<PAGE>
Item 5. Other Events.
On March 31, 1995, CBI Industries, Inc. sold
$55,000,000 of 7.48% Cumulative Preferred
Stock, Series D at a public price of $100.00.
Item 7. Financial Statements Pro Forma Financial Information
and Exhibits.
1. Certificate of Designations of the 7.48% Cumulative
Preferred Stock, Series D, par value $1.00 per
share, of CBI Industries, Inc. filed with the
Delaware Secretary of State on March 31, 1995.
2. Press Release dated March 31, 1995.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Ex-
change Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned hereunto duly
authorized.
CBI INDUSTRIES, INC.
By:/s/ George L. Schueppert
Executive Vice President and
Chief Financial Officer
Dated: April 5, 1995
ITEM 7.1 CBI INDUSTRIES, INC.
Certificate of Designations
7.48% Cumulative Preferred Stock, Series D
Par Value $1.00 Per Share
_________________________
Pursuant to Section 151 of the
General Corporation Law of the State of Delaware
_________________________
The undersigned, Executive Vice President and Chief
Financial Officer of CBI Industries, Inc., a Delaware corporation
(hereinafter called the "Corporation"), DOES HEREBY CERTIFY that
the following resolution has been duly adopted by a duly
authorized committee of the Board of Directors of the
Corporation:
RESOLVED, that pursuant to the authority expressly
granted to and vested in the Board of Directors of the
Corporation (the "Board of Directors") by the provisions of the
Certificate of Incorporation of the Corporation, there hereby is
created, out of the 20,000,000 shares of preferred stock of the
Corporation authorized in Article Fourth of its Certificate of
Incorporation (the "Preferred Stock"), a series of Preferred
Stock of the Corporation consisting of 550,000 shares, which
series shall be capital stock of the Corporation and shall
have the following powers, designations, preferences and
relative, participating, optional or other rights, and the
following qualifications, limitations and restrictions (in
addition to the powers, designations, preferences and
relative, participating, optional or other rights, and the
qualifications, limitations and restrictions, set forth in the
Certificate of Incorporation of the Corporation which are
applicable to the Preferred Stock):
1. Designation; Number of Shares; Par Value.
The designation of said shares of the Preferred Stock shall
be 7.48% Cumulative Preferred Stock, Series D (the "Series D
Preferred Stock"). The number of shares of Series D Preferred
Stock shall be limited to 550,000. The par value of the Series D
Preferred Stock shall be $1.00 per share. The Series D Preferred
Stock shall rank senior to the Common Stock and the Series A
Junior Participating Preferred Stock of the Corporation (the
"Series A Preferred Stock"), and shall rank on a parity with the
Convertible Voting Preferred Stock, Series C (the "Series C
Preferred Stock"), in each case as to payment of dividends and
upon liquidation, dissolution and winding up.
2. Dividends.
(a) The shares of Series D Preferred Stock shall be
entitled to receive, when and as declared by the Board of
Directors or a duly authorized committee thereof (an "Authorized
Board Committee"), out of funds legally available for the payment
of dividends, cumulative cash dividends in the amount of 7.48%
per share per annum, and no more. Dividends shall accumulate and
be payable quarterly on the fifteenth day of March, June,
September, and December in each year (each a "Dividend Payment
Date" or collectively, "Dividend Payment Dates"), commencing June
15, 1995, except that if any Dividend Payment Date is not a
business day in New York City, then such quarterly dividend shall
be payable on the next succeeding business day and such next
succeeding business day shall be the Dividend Payment Date.
Dividends on the shares of Series D Preferred Stock shall accrue
and be cumulative from the date of their original issue and will
be payable to stockholders of record on the record date, which
shall be not more than 45 days nor less than 10 days preceding
such Dividend Payment Date, fixed for such purpose by the Board
of Directors or an Authorized Board Committee in advance of each
particular Dividend Payment Date. The amount of dividends
payable on shares of Series D Preferred Stock for each full
quarterly dividend period shall be computed by dividing by four
the amount per share per annum set forth in this paragraph 2.
Dividends payable on the Series D Preferred Stock for the initial
dividend period and for any period less than a full quarterly
period shall be computed on the basis of a 360-day year of twelve
30-day months. Dividends paid on shares of Series D Preferred
Stock in an amount less than the total amount of such dividends
at the time accumulated and payable on such shares shall be
allocated pro rata on a share-by-share basis among all such
shares at the time outstanding.
(b) So long as any shares of Series D Preferred Stock are
outstanding, unless all accumulated dividends on all outstanding
shares of Series D Preferred Stock have been paid or
contemporaneously are declared and paid through the last Dividend
Payment Date and full quarterly dividends on the Series D
Preferred Stock have been or contemporaneously are declared and
set apart for payment through the next succeeding Dividend
Payment Date, no dividends shall be paid or declared and set
apart for payment or any other distribution made upon the Common
Stock or Series A Junior Participating Preferred Stock or any
other stock of the Corporation ranking junior to the Series D
Preferred Stock as to payment of dividends (other than dividends
paid or other distributions made in stock of the Corporation
ranking junior to the Series D Preferred Stock as to payment of
dividends and upon liquidation, dissolution or winding up), nor
shall any Common Stock, Series A Junior Participating Preferred
Stock or any other stock of the Corporation ranking junior to the
Series D Preferred Stock as to payment of dividends be redeemed,
purchased or otherwise acquired for any consideration (or any
moneys be paid to or made available for a sinking fund for the
redemption of any shares of such stock) by the Corporation
(except by conversion of such junior stock into or exchange of
such junior stock for stock of the Corporation ranking junior
to the Series D Preferred Stock as to payment of dividends and
upon liquidation, dissolution or winding up).
(c) Except as hereinafter provided, no dividends shall be
paid or declared and set apart for payment or any other
distribution made (other than dividends paid or other
distributions made in stock of the Corporation ranking junior to
the Series D Preferred Stock as to payment of dividends and upon
liquidation, dissolution or winding up) on the Preferred Stock of
any other series ranking on a parity with the Series D Preferred
Stock as to payment of dividends for any period unless all
accumulated dividends on all outstanding shares of Series D
Preferred Stock have been paid or declared and set apart for
payment or contemporaneously are paid or declared and set apart
for payment through the last Dividend Payment Date and no
dividends shall be paid or declared and set apart for payment or
any other distribution made (other than dividends paid or other
distributions made in stock of the Corporation ranking junior to
the Series D Preferred Stock as to payment of dividends and upon
liquidation, dissolution or winding up) on the Series D Preferred
Stock unless all accumulated dividends on all outstanding shares
of Preferred Stock of all other series ranking on a parity with
the Series D Preferred Stock as to payment of dividends have been
paid or declared and set apart for payment or contemporaneously
are paid or declared and set apart for payment to the last
date to which such dividends are payable. Whenever all
accumulated dividends are not paid in full upon the Series D
Preferred Stock or any other series of Preferred Stock ranking on
a parity with the Series D Preferred Stock as to payment of
dividends, all dividends declared or other distributions
made upon shares of Series D Preferred Stock and any other series
of Preferred Stock ranking on a parity with the Series D
Preferred Stock as to payment of dividends shall be declared or
made pro rata so that the amount of dividends declared or other
distributions made per share on the Series D Preferred Stock and
such other series of Preferred Stock shall in all cases bear to
each other the same ratio that accumulated and unpaid dividends
per share on the shares of Series D Preferred Stock and such
other series of Preferred Stock bear to each other. Any dividend
paid upon the Series D Preferred Stock at a time when any
accumulated dividends for any prior period are delinquent shall
be expressly declared as a dividend in whole or partial payment
of the accumulated dividend for the earliest period for which
dividends are then delinquent, and shall be so designated to each
stockholder to whom payment is made.
(d) Whenever all accumulated dividends are not paid in full
upon the Series D Preferred Stock, no stock of the Corporation
ranking on a parity with the Series D Preferred Stock as to
payment of dividends may be redeemed (pursuant to a sinking fund
or otherwise), purchased or otherwise acquired for any
consideration by the Corporation except (i) by means of a
redemption pursuant to which all outstanding shares of the Series
D Preferred Stock and all Preferred Stock of the Corporation
ranking on a parity with the Series D Preferred Stock as to
payment of dividends are redeemed or pursuant to which a pro rata
redemption is made from all holders of the Series D Preferred
Stock and all Preferred Stock of the Corporation ranking on a
parity with the Series D Preferred Stock as to payment of
dividends, the amount allocable to each series of such stock
being determined on the basis of the aggregate liquidation
preference of the outstanding shares of each series and the
shares of each Series D being redeemed only on a pro rata basis,
or (ii) by conversion of such parity Preferred Stock into, or
exchange of such parity Preferred Stock for, stock of the
Corporation ranking junior to the Series D Preferred Stock as to
payment of dividends and upon liquidation, dissolution or winding
up.
(e) The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration
any shares of stock of the Corporation unless the Corporation
could, under paragraphs (a)-(d) of this Section 2, purchase or
otherwise acquire such shares at such time and in such manner.
3. Redemption.
(a) The Corporation shall redeem all of the outstanding
shares of Series D Preferred Stock on April 1, 2000. Such
redemption of shares of Series D Preferred Stock shall be
effected at a price of $100 per share, plus an amount equal to
accrued and unpaid dividends thereon to the date of the
redemption. The Series D Preferred Stock shall not be redeemable
at the option of the Corporation prior to April 1, 2000.
(b) If funds for the mandatory redemption of all of the
shares of the Series D Preferred Stock are not available on the
mandatory redemption date, the Series D Preferred Stock shall
remain outstanding until such time as funds are legally available
for payment of the redemption price. If payment of the
redemption price is not made when due, dividends will continue to
accrue on the Series D Preferred Stock until funds are available
for payment of the redemption price and such redemption price is
paid.
Notice of mandatory redemption shall be mailed by first
class mail, postage prepaid, to each Holder of the shares to be
redeemed, at such Holder's address as the same appears on the
stock books of the Corporation. Such notice shall be so mailed
not less than 30 nor more than 45 days prior to the date fixed
for redemption. Each such notice shall state: (i) the redemption
date; (ii) the redemption price; (iii) the place or places where
certificates for such shares of Series D Preferred Stock are to
be surrendered for payment of the redemption price and (iv) that
dividends on the shares to be redeemed will cease to accrue on
such redemption date.
If notice of redemption has been given under this Section 3,
from and after the redemption date for the shares of Series D
Preferred Stock called for redemption (unless default shall be
made by the Corporation in providing money for the payment of the
redemption price of the shares so called for redemption),
dividends on the shares of Series D Preferred Stock so called for
redemption shall cease to accrue and said shares shall no longer
be deemed to be outstanding, and all rights of the Holders
thereof as stockholders of the Corporation (except the right to
receive the redemption price) shall cease. Upon surrender in
accordance with said notice of the certificates for any shares
so redeemed (properly endorsed or assigned for transfer, if the
notice shall so state), the redemption price set forth above
shall be paid by the Transfer Agent (or by such bank or trust
company designated by the Board of Directors) to the Holders of
the shares of Series D Preferred stock subject to redemption.
(c) All shares of Series D Preferred Stock which shall at
any time have been redeemed shall, after such redemption, have
the status of authorized but unissued shares of Preferred Stock,
without designation as to series, and the number of shares of
Preferred Stock which the Corporation shall have authority to
issue shall not be decreased by the redemption of shares of
Series D Preferred Stock.
4. Liquidation Rights.
Upon the dissolution, liquidation or winding up of the
Corporation, whether voluntary or involuntary, the holders of the
Series D Preferred Stock shall be entitled to receive out of the
assets of the Corporation available for distribution to
stockholders, the amount of $100 per share plus an amount equal
to all dividends (whether or not declared or due) on such shares
accrued and unpaid thereon to the date of final distribution,
before any payment or distribution shall be made on the Common
Stock, the Series A Junior Participating Preferred Stock or on
any other class or series of stock ranking junior to the Series D
Preferred Stock with respect to distributions upon liquidation,
dissolution or winding up. For purposes of this Section 4, the
merger or consolidation of the Corporation or the sale of all or
substantially all of the Corporation's assets shall not be deemed
to be a liquidation, dissolution or winding up of the
Corporation. In the event the assets of the Corporation
available for distribution to the holders of shares of the Series
D Preferred Stock upon any dissolution, liquidation or winding up
of the Corporation shall be insufficient to pay in full all
amounts to which such holders are entitled pursuant to this
Section 4, no such distributions shall be made upon account of
any shares of any other class or series of stock of the
Corporation ranking on a parity with the shares of the Series D
Preferred Stock upon such dissolution, liquidation or winding
up unless proportionate distributive amounts shall be paid on
account of the shares of the Series D Preferred Stock, ratably,
in proportion to the full distributable amounts to which holders
of all such parity shares are respectively entitled upon such
dissolution, liquidation or winding up. After the payment to the
holders of the shares of the Series D Preferred Stock of the full
preferential amounts provided for in this Section 6, the holders
of the Series D Preferred Stock as such shall have no right
or claim to any of the remaining assets of the Corporation.
5. Voting Rights.
(a) Except as indicated in this Section 5 and in Section 7
and in accordance with applicable law, the holders of shares of
Series D Preferred Stock shall have no voting rights.
(b) If at any time dividends payable on the Series D
Preferred Stock, or on any one or more other series of Preferred
Stock of the Corporation entitled to receive cumulative preferred
dividends, are in arrears and unpaid in an amount equal to or
exceeding 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
outstanding shares of Preferred Stock will have the exclusive
right, voting separately as a class, to elect such two directors
of the Corporation at the next regular or special meeting of
stockholders of the Corporation. Such voting right will continue
for the Preferred Stock until all dividends on the Series D
Preferred Stock and on such other series have been paid in full,
at which time such voting right of the holders of Preferred Stock
will terminate, subject to re-vesting in the event of a
subsequent arrearage. Upon any termination of the aforesaid
voting right, the term of office of all the directors elected by
holders of Preferred Stock voting separately as a class will
terminate and the number of members of the Board of Directors
shall decrease by two.
(c) In exercising the voting rights set forth herein or
when otherwise granted voting rights by operation of law, each
share of Series D Preferred Stock shall be entitled to one vote.
6. Reacquired Shares.
Any shares of Series D Preferred Stock purchased or
otherwise acquired by the Corporation in any manner whatsoever
shall be retired and cancelled promptly after the acquisition
thereof. All such shares shall upon their cancellation become
authorized but unissued shares of Preferred Stock and may be
reissued as part of a new series of Preferred Stock to be created
by resolution or resolutions of the Board of Directors.
7. Exclusive Remedy.
In the event that dividends are not timely declared on the
shares of the Series D Preferred Stock, the exclusive remedy of
the Holders against the Corporation shall be as set forth in this
Certificate of Designation, Preferences and Rights and in no
event shall Holders of such shares have any right to maintain a
suit or proceeding against the Corporation in respect of such
dividends or damages for the failure to receive the same or
resulting from such noncompliance.
8. Amendment.
This Certificate of Designations may be amended, altered or
repealed by the unilateral action of the Board of Directors of
the Corporation without the consent or vote of stockholders.
Notwithstanding the preceding sentence, the Certificate of
Incorporation of the Corporation (including this Certificate of
Designations) shall not be amended, altered or repealed in any
manner which would adversely alter or change the powers,
preferences or special rights of the Series D Preferred Stock
without the affirmative vote or consent of the holders of
two-thirds or more of the outstanding shares of Series D
Preferred Stock, voting separately as a series; provided, that
any increase in the authorized Preferred Stock or the creation
and issuance of any other class or series of Preferred Stock
ranking on a parity with or junior to the Series D Preferred
Stock as to payment of dividends and upon liquidation,
dissolution or winding up or any decrease in the number of shares
which constitute the Series D Preferred Stock (but not below the
number of shares thereof then outstanding) shall not be deemed to
adversely alter or change such powers, preferences or special
rights.
IN WITNESS WHEREOF, the Corporation has caused this
Certificate of Designations to be duly executed on its behalf by
its undersigned Chairman of the Board, President and Chief
Executive Officer and attested to by its Secretary this 30 th day
of March, 1995.
/s/ George L. Schueppert
George L. Schueppert,
Executive Vice President and
Chief Financial
Officer
[Corporate Seal]
ATTEST:
/s/ Charlotte Toerber
Charlotte C. Toerber, Secretary
ITEM 7.2 George L. Schueppert (708) 572-7257
FOR IMMEDIATE RELEASE IND 367
MARCH 31, 1995
CBI Industries, Inc. announced it has sold $55,000,000 of
7.48% Cumulative Preferred Stock, Series D at a public price of
$100.00 per share. Net proceeds from the sale will be used to
reduce outstanding commercial paper borrowings and indebtedness
under the Company's three-year extendible revolving credit facility
which was used primarily to fund the Company's capital investment
program. The offering was underwritten by Lehman Brothers and
Merrill Lynch & Co. A copy of the prospectus may be obtained from
either Lehman Brothers or Merrill Lynch.
****************************
CBI Industries has subsidiaries operating in the industrial
gas industry, in the construction of metal plate structures and
other contracting services, in oil blending and storage, and in
other investments.
