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 8, 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 60521-2268
(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 8, 1995, the Board of Directors of CBI
Industries, Inc. (the "Company") approved amendments to its
Shareholder Rights Plan. The amendments to the Plan are
described in Item 1 (Description of Registrant's Securities to be
Registered) of an Amendment No. 3 on Form 8A/A dated March 22,
1995 to a Registration Statement on Form 8-A dated March 7, 1986
(Commission File No. 1-7833) and such description is hereby
incorporated herein by reference. Such description does not
purport to be complete and is qualified in its entirety by
reference to the Amendment dated March 8, 1995 to an Amendment
and Restatement of Rights Agreement dated as of August 8, 1989,
as amended to date, between the Company and First Chicago Trust
Company of New York, as Rights Agent, which is attached as
Exhibit 1 hereto and is hereby incorporated herein by reference.
Item 7. Financial Statements Pro Forma Financial Information
and Exhibits.
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.
<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 21, 1995
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
