<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-A/A
Amendment No. 4
(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
<PAGE>
<PAGE> 2
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 incorporated herein by reference.
ITEM 1. DESCRIPTION OF THE REGISTRANT'S SECURITIES TO BE
REGISTERED
Amendment to the Rights Agreement
On January 18, 1996, the Company and the Rights Agent entered into an
Amendment (the "Amendment") to the Rights Agreement. The Amendment amends
the definition of (i) "Distribution Date" such that it shall be such date
as may be determined by action of the board of directors of the Company and
(ii) "Exempt Person" such that Praxair, Inc., a Delaware corporation and
any subsidiary of Praxair (including PX Acquisition Corp., a Delaware
corporation) are included as "Exempt Persons".
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 it its
entirety by reference to the Amendment and the Rights Agreement.
ITEM 2. EXHIBITS
The following exhibit is filed as part of this Registration
Statement:
1. Amendment to Rights Agreement dated as of January 18, 1996 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>
<PAGE> 3
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: January 25, 1996
CBI INDUSTRIES, INC.
By: /s/ Charlotte C. Toerber
Name: Charlotte C. Toerber
Title: Associate General
Counsel & Secretary
<PAGE>
<PAGE> 4
Exhibit 1
AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT, dated as of January 18, 1996 (this "Amendment"), of
an Amendment and Restatement of a Rights Agreement, dated 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 treasury 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, amendments to the Agreement, dated December 20,
1994 and March 8, 1995;
WHEREAS, the Board has determined that it is advisable and in
the best interest of the Company and its stockholders and that it is
necessary and desirable to effectuate the purposes of the Agreement 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 1.15 of Section 1 of the Agreement is hereby
replaced in its entirety by the following sentence:
"Exempt Person" shall mean the Company, any
Subsidiary of the Company, Praxair, Inc., a
Delaware corporation ("Praxair"), any Subsidiary of
Praxair (including PX Acquisition Corp., a Delaware
corporation),
<PAGE>
<PAGE> 5
any employee benefit plan (including any employee
stock plan) of the Company or of any Subsidiary of
the Company, or any person or entity organized,
appointed, established or holding Common Stock for
or pursuant to the terms of any such plan.
2. The first sentence of Paragraph 3.1 of Section 3 of the
Agreement is hereby replaced in its entirety by the following sentence:
Until the close of business on the date
("Distribution Date") which shall be such date as
may be determined by action of the Board, the
Rights will be evidenced by the certificates for
Common Stock registered in the names of the holders
of the Common Stock (which certificates for Common
Stock shall be deemed also to be certificates for
Rights) and not by separate certificates, and the
Rights will be transferable only in connection with
the transfer of the underlying shares of Common
Stock (including a transfer to the Company).
3. 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).
4. The term "Agreement" as used in the Rights Agreement
shall be deemed to refer to the Rights Agreement, as amended by this
Amendment.
5. Except as set forth herein, the Rights Agreement shall
remain in full force and effect and shall be otherwise unaffected hereby.
6. 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 one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and their respective corporate
<PAGE>
<PAGE> 6
seals to be hereunto affixed and attested, all as of the day and year first
above written.
Attest: CBI INDUSTRIES, INC.
/s/ Charlotte C. Toerber /s/ Alan J. Schneider
Name: Charlotte C. Toerber Name: Alan J. Schneider
Title: Associate General Title: Chief Financial Officer
Counsel & Secretary
Attest: FIRST CHICAGO TRUST COMPANY
OF NEW YORK
/s/ Joanne Gorostiola /s/ Ralph Persico
Name: Joanne Gorostiola Name: Ralph Persico
Title: Assistant Vice President Title: Customer Service
Officer
