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. 6)
_______________
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. 6 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 (which together constitute the "Praxair
Offer"), as disclosed in a Tender Offer Statement on Schedule
14D-1 filed by P Sub and Praxair with the Commission 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 4. The Solicitation or Recommendation.
(a) On December 7, 1995 CBI sent a letter to employees
of the Company deemed to be CBI Salaried Employees pursuant to
the CBI Salaried Employee Stock Ownership Plan (1987), which letter
is attached hereto as Exhibit 35.
Item 9. Material to be Filed on Exhibits
Item 9 is hereby amended and supplemented by adding
thereto the following:
Exhibit 35 Letter from the Company to CBI Salaried
Employees, dated December 7, 1995.<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 8, 1995 By: /s/ John E. Jones
John E. Jones
Chairman, President and
Chief Executive Officer <PAGE>
EXHIBIT INDEX
Exhibit 35 Letter from the Company to CBI Salaried
Employees, dated December 7, 1995.
EXHIBIT 35
[CBI Letterhead]
December 7, 1995
To: CBI Salaried Employees
Over the last several weeks, you undoubtedly have seen the
press coverage of events surrounding Praxair's proposal to
acquire CBI Industries, Inc. You should be aware that there
are certain legal considerations that limit our ability to
communicate on these matters; however, there has been a recent
development which directly affects ESOP participants of which
you should be aware. The Company has been informed that on
December 1, 1995, the ESOP Trustee, LaSalle National Trust
N.A., made an independent decision to sell all of the ESOP's
allocated and unallocated shares of common stock on the open
market at a net price per share of $33.2507. All ESOP partici-
pants can expect a letter from the Trustee shortly regarding
this action. However, here is some additional information.
- The common shares disposed of by the ESOP constituted
approximately 25% of the common shares beneficially
owned by the ESOP. The remaining 75% of the common
shares beneficially owned by the ESOP Trust continue
to be held by the Trustee in the form of CBI convert-
ible preferred stock.
- The ESOP will continue to operate essentially as it
did before this event, except that each participant's
account will be credited with $33.2507 in cash for
each share of common stock held in each participant's
account at the time of the sale.
- The Trustee advises that the sales proceeds, whether
allocated to participants' accounts or held as an
unallocated asset of the trust, will be invested in
short-term instruments, subject to possible reinvest-
ment in CBI common stock. Participants' accounts
will be credited with interest earned on the cash
held in their accounts.
- The sale of the common shares by the Trustee does not
constitute any form of ESOP distribution or taxable
event to participants.<PAGE>
December 7, 1995
Page 2
I would also like to use this opportunity to bring you up to
date on other related matters. As you know, on November 3
Praxair initiated an unsolicited tender offer to acquire all
outstanding common shares of CBI Industries, Inc. stock at
$32.00 per share. On November 16, the CBI Board of Directors
announced that it had rejected Praxair's offer after having
determined that the offer was inadequate, and at the same time
the Board said that it would explore alternatives to maximize
shareholder value. Praxair, along with others, has signed a
confidentiality agreement and is participating in this process,
which continues.
I certainly recognize that the continuing talk of change is, at
best, unsettling. However, we as employees are best served by
continuing to focus on the needs of our customers, and your
efforts in this regard are truly appreciated. We will try to
keep you informed of additional developments.
/s/ John E. Jones
John E. Jones
Chairman, President and
Chief Executive Officer
