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. 10)
_______________
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. 10 amends and supplements the
Solicitation/Recomendation Statement on Schedule 14D-9 ini-
tially filed with the Securities and Exchange Commission (the
"Commission") on November 16, 1995 (as subsequently amended,
the "Schedule 14D-9"), by CBI Industries, Inc., a Delaware cor-
poration (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 cor-
poration ("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 Com-
pany and First Chicago Trust Company of New York, as Rights
Agent, at a price of $33.00 per Share, net to the seller in
cash, upon the terms and subject to the conditions set forth in
the Supplement dated December 28, 1995 to the Offer to Purchase
dated November 3, 1995 and the related Letter of Transmittal
(which together constitute the "Amended Praxair Offer"), as
disclosed in a Tender Offer Statement on Schedule 14D-1 ini-
tially filed by P Sub and Praxair with the Commission on Novem-
ber 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
The Company and First Chicago Trust Company of New
York entered into an Amendment, dated as of December 22, 1995,
to the Amendment and Restatement of the Rights Agreement dated
as of August 9, 1989, as amended, (the "Rights Plan Amendment")
which Rights Plan Amendment is attached hereto as Exhibit 42
and is incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED ON EXHIBITS
Item 9 is hereby amended and supplemented by adding
thereto the following:
Exhibit 42 Amendment, dated as of December 22, 1995, to
Amendment and Restatement of the Rights Agree-
ment, dated as of August 9, 1989, as amended,
between the Company and First Chicago Trust Com-
pany of New York.<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: January 3, 1996 By: /s/ John E. Jones
John E. Jones
Chairman, President and
Chief Executive Officer <PAGE>
EXHIBIT INDEX
Exhibit 42 Amendment, dated as of December 22, 1995, to the
Amendment and Restatement of the Rights Agree-
ment, dated as of August 9, 1989, as amended,
between the Company and First Chicago Trust Com-
pany of New York.
EXHIBIT 42
AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT dated as of December 22, 1995 (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 corpo-
ration (the "Rights Agent"). Terms used but not defined in
this Amendment shall have the meaning set forth in the Agree-
ment.
W I T N E S S E T H
WHEREAS, on March 4, 1986, the Board authorized and de-
clared 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 (subject to adjustment) 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 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 1.18 of Section 1 of the Agreement is
hereby amended and restated to read in its entirety as follows:
"Permitted Tender Offer" shall mean
any tender offer or exchange offer for
all outstanding shares of Common Stock
of the Company that the Board, in its
sole discretion and subject to any
conditions the Board deems proper,
determines to be a Permitted Tender
Offer.
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 responsi-
bility in respect of the validity of this Amendment or the ex-
ecution and delivery hereof (except the due execution hereby by
the Rights Agent).<PAGE>
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 one or more coun-
terparts, each of which shall be deemed an original, but all of
which together shall constitute on and use 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/ Ralph Persico By: /s/ Michael Kane
Name: Ralph Persico Name: Michael Kane
Title: Customer Service Officer Title: Assistant Vice
President
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