UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1993
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from ______ to ______
Commission File Number 1-7833
CBI INDUSTRIES, INC.
Incorporated in Delaware I.R.S. identification number: 36-3009343
Principal executive offices: 800 Jorie Boulevard
Oak Brook, Illinois 60521-2268
Telephone Number: (708) 572-7000
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
___________________ ________________________
Common Stock, $2.50 par value New York Stock Exchange
Series A Preferred Stock Purchase Rights New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. YES [X] NO [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
Aggregate market value of common stock held by nonaffiliates, based on a
closing price of $33 3/8 as of February 16, 1994 was $1,203,000,000. 3,696,159
shares of Convertible Voting Preferred Stock, Series C were held by the ESOP
Trustee, as of February 28, 1994, for which no trading market exists.
The number of shares outstanding of a single class of common stock as of
February 16, 1994 - 37,784,473.
DOCUMENTS INCORPORATED BY REFERENCE
___________________________________
Portions of 1993 Annual Report to Shareholders Part I and Part II
Portions of the 1994 Proxy Statement Part III
CBI Industries, Inc. and Subsidiaries
Table of Contents
Part I Page
Item 1. Business...................................................... 1
Item 2. Properties.................................................... 5
Item 3. Legal Proceedings............................................. 7
Item 4. Submission of Matters to a Vote of Security Holders........... 8
Part II
Item 5. Market for the Registrant's Common Equity and Related
Stockholder Matters......................................... 8
Item 6. Selected Financial Data....................................... 8
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations................................... 8
Item 8. Financial Statements and Supplementary Data................... 8
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosures................................... 8
Part III
Item 10. Directors and Executive Officers of the Registrant............ 9
Item 11. Executive Compensation........................................ 9
Item 12. Security Ownership of Certain Beneficial Owners and
Management.................................................. 9
Item 13. Certain Relationships and Related Transactions................ 9
Part IV
Item 14. Exhibits, Financial Statement Schedules and Reports on
Form 8-K.................................................... 10
Signatures................................................................ 11
PART I
Item 1. Business
(a) The Registrant, CBI Industries, Inc. and its subsidiaries (CBI),
classifies its operations in three major business segments: Contracting
Services, Industrial Gases and Investments. CBI was incorporated in Delaware
in 1979, as a holding company. CBI's Contracting Services segment is comprised
of a number of separate companies, including the original Chicago Bridge &
Iron Company which was founded in 1889. The Industrial Gases segment of CBI is
comprised of Liquid Carbonic Industries Corporation, and its subsidiaries,
which was founded in 1888 and acquired by CBI in 1984. The Investments segment
of CBI includes CBI Investments, Inc. and its subsidiaries which have
interests in oil and refined product storage, blending, and transport; real
estate; and financial investments.
(b) Financial information by business segment appears under Financial
Summary in CBI's 1993 Annual Report to Shareholders and is incorporated herein
by reference.
(c) The percentage of revenues contributed by each business segment over the
past three years was:
1993 1992 1991
____ ____ ____
Contracting Services 44% 47% 48%
Industrial Gases 49 45 43
Investments 7 8 9
____ ____ ____
100% 100% 100%
==== ==== ====
A description of the business done by each of CBI's industry segments
follows. Items that are not considered material to an understanding of the
business taken as a whole have been omitted.
CBI holds patents and licenses for certain items incorporated into its
products. However, none are so essential that their loss would materially
affect the businesses of CBI.
For information regarding working capital practices, refer to Financial
Review - Financial Condition - Liquidity and Capital Resources in CBI's 1993
Annual Report to Shareholders which is incorporated herein by reference.
CBI has incurred expenses during the year for the purpose of complying with
environmental regulations, but their impact on the financial statements has
not been material.
Contracting Services
Chicago Bridge & Iron Company (Chicago Bridge) is the parent company of the
Contracting Services segment companies. Chicago Bridge is organized as a
worldwide construction group that provides, through separate subsidiaries, a
broad range of services, including design, engineering, fabrication, project
management, general contracting and specialty construction services, including
non-destructive inspection and post-weld heat treatment.
The traditional products constructed by the Chicago Bridge companies have
been a wide variety of fabricated metal plate structures including, but not
limited to, elevated water tanks, penstocks and tunnel liners for
hydroelectric dams, low temperature and cryogenic vessels and systems, and
flat-bottom tanks, pressure vessels, and other vessels and structures utilized
in the chemical, petroleum refining and petrochemical industries. In recent
years, Chicago Bridge companies have broadened their capabilities so as to be
in a better position to provide additional products and services to address a
more diverse base of customers. Other products and services include the
construction of experimental test facilities, environmental chambers, advanced
energy systems and structures, power plant maintenance and repair, turnkey
water and wastewater treatment facilities, turnkey woodyard facilities for the
forest products industry, non-destructive testing, post-weld heat treating and
refractory bakeouts, and vessels, tanks and other structures for corrosion-
resistant applications. Chicago Bridge conducts these activities through
various separate companies, the major of which are mentioned on the following
page.
1
CBI Na-Con, Inc. provides domestic construction-related services which
include, but are not limited to, the construction of commercial and municipal
water and wastewater treatment plants, defense-related facilities, industrial
expansion projects, refinery turnarounds and turnkey storage terminals. CBI
Na-Con, Inc. has district offices located in Norcross, Georgia; Houston,
Texas; Fontana, California; and Plainfield, Illinois. It also has metal plate
fabrication capabilities at its Houston and Fontana facilities.
CBI Services, Inc. provides fabricated metal plate products and other
specialized domestic construction services for the power generation
industries, the government and other industrial customers. The product lines
of CBI Services, Inc. include, but are not limited to, petroleum,
petrochemical and chemical storage tanks; pressure, cryogenic and low
temperature vessels; and miscellaneous metal plate structures. CBI Services
has district offices located in New Castle, Delaware; Fremont, California; and
Kankakee, Illinois. It also has metal plate fabrication capabilities at its
Kankakee facility.
Chicago Bridge & Iron Company, incorporated in Illinois, is the original
company which was formed in 1889 and is the parent company for Contracting
Services companies which operate outside the United States. Regional offices
of international subsidiaries are located in London (England), Singapore, Fort
Erie (Canada), and Houston, Texas. Other subsidiary offices and facilities are
located in Caracas (Venezuela), Dammam (Saudi Arabia), Dubai (U.A.E.),
Blacktown (Australia), Johannesburg (South Africa), Kuala Lumpur (Malaysia),
Manila (Philippines), Jakarta (Indonesia), Bangkok (Thailand) and Tokyo
(Japan).
Other Chicago Bridge companies include: CBI Walker, Inc., which designs and
supplies equipment used to treat municipal and industrial water and
wastewater; FMP/Rauma Company (a partnership owned 50.1% by Fibre Making
Processes, Inc., a wholly-owned subsidiary of Chicago Bridge) which designs,
manufactures and/or supplies equipment and turnkey woodyards to the forest
products industry; Chicago Bridge and Iron Technical Services Company, which
provides engineering and research services for the Chicago Bridge subsidiaries
and for outside parties; MQS Inspection, Inc., which provides non-destructive
examination and inspection services; Cooperheat, Inc. which provides post-weld
heat treating and refractory bake-outs as field services and sells associated
equipment; and Ershigs, Inc. (acquired May 1993), which is an engineering,
manufacturing and construction company which specializes in fiberglass
reinforced plastic and dual-laminate vessels, tanks and other structures for
corrosion-resistant applications.
The principal raw materials used by the Contracting Services segment are
metal plate and structural steel. These materials are available from various
domestic and international mills. Chicago Bridge does not anticipate having
difficulty in obtaining adequate amounts of raw materials.
This segment is not dependent upon any single customer or group of customers
and the loss of any single customer would not have any material adverse effect
on the business.
This segment had a backlog of work to be completed on contracts of
$424,900,000 at December 31, 1993 and $325,200,000 at December 31, 1992.
Approximately 86% of the backlog as of December 31, 1993 is expected to be
completed in 1994.
Adequate industry statistics relating to this segment of the business in
which CBI competes are not available. Several large companies offer metal
plate products that compete with some, but not all, of those of Chicago
Bridge. Local and regional companies offer strong competition in one or more
geographical areas, but not in other areas where Chicago Bridge operates.
Therefore, it is impossible to state Chicago Bridge's position in the
industry. Quality, reputation, delivery, and price are the principal methods
of competition within the industry. Competition is based primarily on
performance and the ability to provide the design, engineering, fabrication,
project management and construction required to complete projects in a timely
and cost-efficient manner. Chicago Bridge believes its position is among the
top in the field.
2
As of December 31, 1993, this segment employed 45 people engaged full-time
in the research and development of new products and services or the
improvement of existing products and services. This is comparable to 40 people
employed at December 31, 1992 and 43 at December 31, 1991. This segment
incurred expenses of approximately $3,078,000 in 1993, $2,961,000 in 1992 and
$2,824,000 in 1991 for its research and development activities. This segment
also performs certain research and development activities for customers.
Approximately 7,100 people were employed by this segment at the end of 1993.
Industrial Gases
Liquid Carbonic Industries Corporation (Liquid Carbonic) is the parent
company of the Industrial Gases segment companies. CBI believes Liquid
Carbonic is the world's largest supplier of carbon dioxide in its various
forms. Liquid Carbonic also produces, processes and markets a wide variety of
other industrial/medical and specialty gases, including oxygen, nitrogen,
argon, hydrogen, acetylene, carbon monoxide, liquified natural gas and nitrous
oxide. The segment also assembles and sells industrial gas-related equipment.
Liquid Carbonic conducts its business through various separate companies, each
of which either generally provides different products or services or conducts
business in a different geographical area than the other companies. The
business of Liquid Carbonic is generally broken down into units which engage
in domestic carbon dioxide processing and sales; domestic bulk air gas
production and sales; domestic cylinder gas products production and sales;
domestic carbon monoxide and hydrogen gas production and pipeline sales;
Canadian carbon dioxide processing and industrial gas production and sales;
and international business outside of the United States and Canada, which
involves primarily the processing and sale of carbon dioxide and other gases
and chemicals in 21 other countries. The major Liquid Carbonic business units
are the following:
Liquid Carbonic Carbon Dioxide is engaged in the domestic processing and
sale of carbon dioxide in all its forms. Carbon dioxide is used in the
refrigeration, freezing, processing and preservation of food, beverage
carbonation, chemical production, water treatment and the enhancement of oil
and gas production. Liquid Carbonic Carbon Dioxide operates carbon dioxide
plants and receives by-product carbon dioxide from other plants operated by
suppliers. It also owns and operates plants to produce dry ice. It sells
carbon dioxide to its bulk customers through a network of sales offices
nationwide.
Liquid Carbonic Bulk Gases produces and sells industrial/medical gases
domestically. It sells oxygen, nitrogen and argon to industrial customers for
refrigeration, as a pressure medium and for other applications; and to medical
customers for resuscitative and therapeutic purposes. This unit operates air
separation plants for the production of these gases. It sells industrial gases
mainly to small and medium sized "merchant" accounts near supply sources and
sells medical gases primarily to group purchasing organizations and individual
medical centers.
Liquid Carbonic Cylinder Gas Products is engaged in the domestic production
and sale of specialty gases. It sells highly purified gases, acetylene,
cylinder oxygen, nitrogen, argon and nitrous oxide. The highly purified gases
are produced and distributed from regional gas laboratories and sold to
universities, research centers, clinics and industry.
Liquid Carbonic Process Plants produce and sell gaseous and liquid carbon
monoxide and gaseous hydrogen. These gases are mainly sold by pipeline to
customers located in Louisiana, Ohio and West Virginia.
Liquid Carbonic Corporation is the parent company for the Liquid Carbonic
companies which operate outside the United States. The principal subsidiaries
are in Argentina, Belize, Bolivia, Brazil, Canada, Chile, Colombia, Mexico,
Peru, Poland (acquired April 1993), Spain, Thailand and Venezuela. Liquid
Carbonic Corporation also owns a non-majority interest in a number of
affiliated companies located in Barbados, Guyana, Haiti, Jamaica, Japan,
Korea, Trinidad, Turkey and Uruguay. Most of these companies process and sell
carbon dioxide and produce
3
industrial/medical gases, chemicals (including precipitated calcium carbonate,
a chemical ingredient used in the manufacture of a variety of consumer and
industrial products) and other products. These companies operate by-product
and combustion plants for the processing of carbon dioxide, dry ice plants and
air separation plants.
Liquid Carbonic's strength in the carbon dioxide market is in part due to
its ability over the years to secure adequate supplies of product from diverse
sources. Most carbon dioxide sold by Liquid Carbonic is purchased from by-
product sources. By-product carbon dioxide is obtained from various sources,
including chemical plants, refineries, and industrial processes, or from
carbon dioxide wells, and is processed in Liquid Carbonic's own plants to
produce commercial carbon dioxide. Liquid Carbonic also purchases commercial
carbon dioxide from by-product sources having their own carbon dioxide plants.
Liquid Carbonic has supply contracts which require the purchase of specified
minimum quantities of carbon dioxide. Generally, these contracts do not
obligate the supplier to continue to produce carbon dioxide or to supply
specified minimum quantities; however, these provisions have historically had
no material adverse effect on Liquid Carbonic's source of supply.
This segment is not dependent upon any single customer or group of customers
and the loss of any single customer would not have a material adverse effect
on the business.
Liquid Carbonic's principal competitors in North America are the Airco
subsidiary of the BOC Group, Air Products and Chemicals, Inc., the Cardox
subsidiary of L'Air Liquide, and Praxair, Inc. It also faces competition from
a number of regional and local competitors.
As of December 31, 1993, Liquid Carbonic employed 98 people engaged full-
time in the research and development of new products and services or the
improvement of existing products and services. This is comparable to 106
people employed at December 31, 1992 and 88 at December 31, 1991. This segment
incurred expenses of approximately $10,616,000 in 1993, $8,765,000 in 1992 and
$7,246,000 in 1991 for its research and development activities. This segment
also performs certain research and development activities for customers.
Approximately 6,600 people were employed by this segment at the end of 1993.
Investments
CBI Investments, Inc. is the parent company of the Investments segment
companies. The Investments segment includes Statia Terminals (Statia), which
operates fuel oil and refined petroleum products storage and blending
facilities and provides bunkering services in the Caribbean, and operates a
special products terminal in Brownsville, Texas. On October 20, 1993, Statia
purchased the other outstanding interests in, and became 100% owner of, Point
Tupper Terminals Corporation, a Canadian terminal company. The Point Tupper
operation, in which Statia initially became an equity investor in August 1992,
is strategically located to service global oil producing and trading customers
which market their products in the northeastern part of North America.
Investments are also held in Petroterminal de Panama, S.A., a crude oil
pipeline and transport facility in Panama; Tankstore Pte. Ltd., a fuel oil and
petroleum product storage and terminal facility and bunkering operation in
Singapore; and real estate. In addition, CBI Investments, Inc. has interests
in several other companies.
The businesses in this segment primarily provide services and therefore do
not depend heavily on raw materials.
Approximately 220 people were employed by Statia at the end of 1993.
(d) Financial information by geographic area of operation is shown in Notes
and Reports - Note 13 - Operations by Business Segment and Geographic Area in
CBI's 1993 Annual Report to Shareholders and is incorporated herein by
reference.
4
Item 2. Properties
Contracting Services
Chicago Bridge owns or leases the properties used to conduct its business.
The capacities of these facilities depend upon the mix of products being
manufactured. As the product mix is constantly changing, the extent of
utilization of these facilities cannot be accurately stated. Chicago Bridge
believes that these facilities are adequate to meet its requirements. The
following list summarizes the principal owned properties:
Type of Square
Location Facility Footage
________ __________ _______
United States
Fontana, California fabrication plant,
warehouse and office 36,000
Fremont, California warehouse and office 85,000
Houston, Texas fabrication plant,
warehouse and office 253,000
Kankakee, Illinois fabrication plant,
warehouse and office 396,000
New Castle, Delaware warehouse and office 143,000
Norcross, Georgia warehouse and office 36,000
Plainfield, Illinois engineering and
research center 176,000
warehouse and office 12,000
International
Blacktown, New South Wales,
Australia fabrication plant,
warehouse and office 134,000
Fort Erie, Ontario, Canada fabrication plant,
warehouse and office 208,000
In addition to the above, Chicago Bridge has interests in other fabrication
facilities in Saudi Arabia, Thailand, Indonesia, Venezuela, South Africa and
Australia. Chicago Bridge also owns or leases a number of field construction
offices, warehouses and equipment maintenance centers strategically located
throughout the world.
In April 1993, Chicago Bridge announced a decision to close a fabrication
facility located in Cordova, Alabama.
Industrial Gases
Liquid Carbonic owns or leases the facilities used in its business. Liquid
Carbonic believes these facilities are adequately utilized and sufficient to
meet its customer needs. The following list summarizes the principal
properties:
Type of Facility by Number of Facilities
Geographic Area Owned or Leased
___________________ ____________________
United States
By-product CO2 22 owned
Air separation 3 owned, 3 leased
Carbon monoxide/hydrogen 3 owned
Research center 1 leased
International
By-product CO2 58 owned, 1 leased
Combustion 31 owned
Air separation 20 owned
Research center 2 owned
5
Investments
The total storage capacity for Statia is, in millions of barrels, as
follows:
Caribbean (island of St. Eustatius, Netherlands Antilles) terminal 6.3
United States (Brownsville, Texas) terminal 1.6
Canada (Cape Breton Island, Nova Scotia) terminal 7.6
Approximately 30% of the total storage capacity at the Canadian terminal is
currently being utilized. The remaining storage is scheduled to be reactivated
by mid-1994.
In November 1993, Statia Terminals entered into an agreement with an
independent third-party to lease and operate five million barrels of new
storage capacity, together with a related single-point mooring buoy, on the
island of St. Eustatius. These additional facilities, which are scheduled to
be on-line by the end of the first quarter of 1995, will permit Statia
Terminals to service a new long-term contract with a major oil producer, and
to discharge and re-load shipments from very large crude oil carriers.
Petroterminal de Panama, S.A., in which CBI has a 21.25% interest, owns a
pipeline and terminal facility in Panama. The pipeline is 81 miles in length
and has a maximum capacity of 755,000 barrels of oil per day. The terminal
facility occupies approximately 1,694 acres, of which 8 acres are owned by
Petroterminal de Panama and the balance is owned by the Republic of Panama.
Tankstore Pte. Ltd., in which CBI has a 20% interest, owns a storage and
terminal facility on approximately 84 acres of land leased from the Republic
of Singapore. The total storage capacity in Singapore is 5.2 million barrels.
CBI currently owns approximately 2,300 acres of undeveloped real estate in
Virginia, Texas and Utah.
CBI also owns its corporate headquarters located in Oak Brook, Illinois. The
buildings have approximately 196,000 square feet of space.
6
Item 3. Legal Proceedings
On October 30, 1987, CBI Na-Con, Inc. was working in the Marathon Petroleum
Company (Marathon) refinery in Texas City, Texas. While a lift was being made
by a crane supplied and operated by others, the crane became unstable, causing
the operator to drop the load on a hydrofluoric acid tank which released part
of its contents into the atmosphere. The community surrounding the refinery
was evacuated after the incident, and a substantial number of persons
evacuated sought medical attention. CBI Na-Con, Inc. has reached settlements
with all but 15 of the 4,300 (approximate) third-party plaintiffs who brought
suit as a result of the incident. CBI Na-Con, Inc. is also defending a lawsuit
brought by Marathon originally seeking contractual indemnity which has been
amended to seek reimbursement for Marathon's expenditures relating to the
incident, including property damage, emergency response costs, third-party
claim payments and legal fees. CBI filed suit against its insurers seeking
insurance coverage and other recourse as a result of the denial of coverage or
reservation of rights by the insurers for the incident based on certain
pollution exclusions in the policies. The trial court granted summary judgment
in favor of the insurers in April 1991. CBI appealed the trial court's
judgment, and the Texas Appellate Court reversed and remanded the case back to
the trial court in August 1993 to allow CBI to conduct discovery. The insurers
are seeking review by the Texas Supreme Court.
Chicago Bridge & Iron Company (Chicago Bridge) was a minority shareholder
from 1934 to 1954 in a company which owned or operated at various times
several wood treating facilities at sites in the United States, some of which
are currently under investigation, monitoring or remediation under various
environmental laws. Chicago Bridge is involved in litigation concerning
environmental liabilities, which are currently undeterminable, in connection
with certain of those sites. Chicago Bridge denies any liability for each site
and believes that the successors to the wood treating business are responsible
for any cost of remediation at the sites. Chicago Bridge has now reached
settlements for environmental liabilities at most of the sites. The company
believes that any remaining potential liability will not have a materially
adverse effect on its operations or financial condition.
A subsidiary of the company, Liquid Carbonic Industries Corporation (Liquid
Carbonic), has been or is currently involved in civil litigation and
governmental proceedings relating to antitrust matters. In this regard, since
April 1992, several lawsuits have been filed against Liquid Carbonic and
various competitors. These cases have been consolidated in the United States
District Court for the Middle District of Florida, Orlando Division. The
lawsuits allege generally that, beginning not later than 1968 and continuing
through the present, defendants conspired to allocate customers, fix prices
and rig bids for carbon dioxide in the United States in violation of the
antitrust laws. On April 19, 1993, the court certified a class in the
consolidated cases consisting of direct purchasers of carbon dioxide from
defendants in the continental United States for the period from January 1,
1968 to and including October 26, 1992. Plaintiffs seek from defendants
unspecified treble damages, civil penalties, injunctive relief, costs and
attorneys' fees. In addition, a suit has been brought against Liquid Carbonic
and others under the antitrust laws of the State of Alabama based upon the
foregoing allegations. The company believes that the allegations made against
Liquid Carbonic in these lawsuits are without merit, and Liquid Carbonic
intends to defend itself vigorously. Liquid Carbonic and its subsidiaries also
from time to time furnish documents and witnesses in connection with
governmental investigations of alleged violations of the antitrust laws. While
the outcome of any particular lawsuit or governmental investigation cannot be
predicted with certainty, the company believes that these antitrust matters
will not have a materially adverse effect on its operations or financial
condition.
In addition to the above lawsuits, CBI is a defendant in a number of
lawsuits arising from the conduct of its business. While it is impossible at
this time to determine with certainty the ultimate outcome of any litigation
or matters referred to above, CBI's management believes that adequate
provisions have been made for probable losses with respect thereto as best as
can be determined at this time and that the ultimate outcome, after provisions
therefor, will not have a material adverse effect on the financial position of
CBI. The adequacy of reserves applicable to the potential costs of being
engaged in litigation and potential liabilities resulting from litigation are
reviewed as developments in the litigation warrant.
7
Item 3. Legal Proceedings (Continued)
CBI also is jointly and severally liable for some liabilities of
partnerships and joint ventures and has also given certain guarantees in
connection with the performance of contracts and repayment of obligations by
its subsidiaries and other ventures in which CBI has a financial interest.
CBI's management believes that the aggregate liability, if any, for these
matters will not be material to its financial position.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of security holders during the fourth
quarter ended December 31, 1993.
PART II
Item 5. Market for the Registrant's Common Equity and Related Stockholder
Matters
CBI's common stock is listed on the New York Stock Exchange (symbol CBH).
The approximate number of holders of record of common stock at February 16,
1994, was 7,700. Information appearing under Quarterly Financial Data -
Quarterly Operating Results, Common Stock Prices and Dividends in CBI's 1993
Annual Report to Shareholders is incorporated herein by reference.
Item 6. Selected Financial Data
The summary of selected financial data appearing under Financial Summary in
CBI's 1993 Annual Report to Shareholders is incorporated herein by reference.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Information appearing under Financial Review in CBI's 1993 Annual Report to
Shareholders is incorporated herein by reference.
Item 8. Financial Statements and Supplementary Data
The financial statements consisting of Statements of Income, Balance Sheets,
Statements of Cash Flows, Statements of Common Shareholders' Investment, Notes
and Report of Independent Public Accountants in CBI's 1993 Annual Report to
Shareholders is incorporated herein by reference.
The supplemental financial information appearing under Quarterly Financial
Data - Quarterly Operating Results, Common Stock Prices and Dividends in CBI's
1993 Annual Report to Shareholders is incorporated herein by reference.
Additional financial information and schedules can be found in Part IV of
this report.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosures
CBI has neither changed its independent accountants nor had any
disagreements on accounting and financial disclosure with its independent
accountants during the two most recent fiscal years.
8
PART III
Item 10. Directors and Executive Officers of the Registrant
(a) Information appearing under Election of Directors in CBI's 1994 Proxy
Statement is incorporated herein by reference.
(b) The executive officers of CBI as of March 15, 1994 are as follows:
Served as
Executive Officer
Name Age Title of CBI Since
John E. Jones 59 Chairman of the Board, President
and Chief Executive Officer 1980
Lewis E. Akin 56 Executive Vice President 1986
Robert J. Daniels 60 Executive Vice President 1988
George L. Schueppert 55 Executive Vice President-Finance
and Chief Financial Officer 1987
Charles O. Ziemer 54 Senior Vice President and
General Counsel 1984
Buel T. Adams 61 Vice President and Treasurer 1983
Stephen M. Duffy 44 Vice President-Human Resources 1993
Carl T. Haller 50 Vice President-Administration 1993
Alan J. Schneider 48 Vice President and Controller 1991
(d) There are no family relationships between any executive officers and
directors. Executive officers are usually elected at the meeting of the
Board of Directors immediately preceding the Annual Meeting of
Shareholders and serve until successors are elected.
(e) With the exceptions of Stephen M. Duffy and Carl T. Haller, all of the
above named officers have been employed by CBI in an executive or
management capacity for more than five years. Stephen M. Duffy was
formerly a Vice President with Sunbeam Appliance Company. Carl T. Haller
was formerly a Vice President with Signode Corporation, a wholly owned
subsidiary of Illinois Tool Works Inc.
Information with respect to compliance with Section 16(a) of the Securities
Exchange Act of 1934 appears under Compliance with Section 16 of the Exchange
Act in CBI's 1994 Proxy Statement and is incorporated herein by reference.
Item 11. Executive Compensation
Information appearing under Executive Compensation in CBI's 1994 Proxy
Statement is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Information appearing under Common Stock Ownership By Certain Persons and
Management in CBI's 1994 Proxy Statement is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions
Not applicable.
9
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) 1. Financial Statements
The following financial statements and Report of Independent Public
Accountants previously incorporated by reference under Item 8 of Part II of
this report.
Financial Statements:
Statements of Income - For the years ended December 31, 1993, 1992
and 1991
Balance Sheets - For the years ended December 31, 1993, 1992 and 1991
Statements of Cash Flows - For the years ended December 31, 1993,
1992 and 1991
Statements of Common Shareholders' Investment - For the years ended
December 31, 1993, 1992 and 1991
Notes
Report of Independent Public Accountants
2. Financial Statement Schedules
The following Supplemental Schedules to Financial Statements are included
herein on pages 12 through 15 of this report:
Schedule V - Property and Equipment - For the years ended December
31, 1993, 1992 and 1991
Schedule VI - Accumulated Depreciation of Property and Equipment -
For the years ended December 31, 1993, 1992 and 1991
Schedule VIII - Valuation and Qualifying Accounts and Reserves - For
the years ended December 31, 1993, 1992 and 1991
Report of Independent Public Accountants on Supplemental Schedules to
Consolidated Financial Statements
Schedules other than those listed have been omitted because the schedules
are either not applicable or the required information is shown in the
financial statements or notes thereto incorporated by reference under Item 8
of Part II of this report.
Quarterly financial data for the years ended December 31, 1993 and 1992 is
shown in the supplemental financial information incorporated by reference
under Item 8 of Part II of this report.
CBI's interest in 50 percent or less owned affiliates, when considered in
the aggregate, constitute a significant subsidiary. Summarized financial
information is shown in Notes and Reports - Note 14 - Unconsolidated
Affiliates previously incorporated by reference under Item 8 of Part II of
this report.
3. Exhibits
The Exhibit Index on page 16 and Exhibits being filed are submitted as a
separate section of this report.
(b) Reports on Form 8-K
There were no reports on Form 8-K filed during the fourth quarter ended
December 31, 1993.
10
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
CBI INDUSTRIES, INC.
Date: March 15, 1994
By: /s/ George L. Schueppert
_____________________________
George L. Schueppert
Executive Vice President-Finance,
Chief Financial Officer and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated on March 15, 1994.
Signature Title
/s/ John E. Jones Chairman of the Board, President,
_______________________________ Chief Executive Officer (Principal
Executive Officer) and Director
/s/ Lewis E. Akin Executive Vice President and Director
_______________________________
Lewis E. Akin
/s/ Robert J. Daniels Executive Vice President and Director
_______________________________
Robert J. Daniels
/s/ George L. Schueppert Executive Vice President-Finance,
_______________________________ Chief Financial Officer (Principal
George L. Schueppert Financial Officer) and Director
/s/ Wiley N. Caldwell Director and Chairman of the Audit
_______________________________ Committee
Wiley N. Caldwell
/s/ E.H. Clark, Jr. Director and Member of the Audit Committee
_______________________________
E.H. Clark, Jr.
/s/ John F. Riordan Director and Member of the Audit Committee
_______________________________
John F. Riordan
/s/ Robert G. Wallace Director and Member of the Audit Committee
_______________________________
Robert G. Wallace
/s/ Alan J. Schneider Vice President and Controller
_______________________________ (Principal Accounting Officer)
Alan J. Schneider
11
SUPPLEMENTAL SCHEDULES TO FINANCIAL STATEMENTS
CBI INDUSTRIES, INC. AND SUBSIDIARIES
SCHEDULE V - PROPERTY AND EQUIPMENT
FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 and 1991
(Thousands of Dollars)
Column A Column B Column C Column D Column E Column F
-------- --------- ---------------------- --------- -------------------------------------- -----------
Balance Retire- Full Con- Balance
at Additions Business ments solidation of Reclassi- Translation at
Classification January 1 at Cost Acquisitions or Sales Affiliates (a) fications Adjustment December 31
-------------- --------- --------- ------------ --------- -------------- ---------- ----------- -----------
Year ended December 31, 1993
Land and improvements $ 63,542 $ 4,037 $ 1,801 $ (2,414) $ - $ 1,490 $ (756) $ 67,700
Buildings and improvements 160,394 16,599 7,519 (2,070) - 6,723 (1,962) 187,203
Plant machinery and terminals 704,723 133,248 64,009 (34,868) - (10,204) (8,198) 848,710
Field and office equipment 631,459 77,042 11,523 (115,744) - 1,991 (10,032) 596,239
---------- -------- ------ --------- ------ -------- -------- ----------
Total $1,560,118 $230,926 $84,852 $(155,096) $ - $ - $(20,948) $1,699,852
========== ======== ====== ========= ====== ======== ======== ==========
Year ended December 31, 1992
Land and improvements $ 60,730 $ 1,795 $ 2,798 $ (682) $ - $ (11) $ (1,088) $ 63,542
Buildings and improvements 135,357 27,016 9,535 (6,291) - 153 (5,376) 160,394
Plant machinery and terminals 607,326 101,685 7,142 (6,646) - 7,790 (12,574) 704,723
Field and office equipment 548,008 107,059 14,005 (17,179) - (7,932) (12,502) 631,459
---------- -------- ------ --------- ------ -------- -------- ----------
Total $1,351,421 $237,555 $33,480 $ (30,798) $ - $ - $(31,540) $1,560,118
========== ======== ====== ========= ====== ======== ======== ==========
Year ended December 31, 1991
Land and improvements $ 56,321 $ 2,312 $ - $ (765) $ 625 $ 2,429 $ (192) $ 60,730
Buildings and improvements 120,420 10,715 - (2,903) 2,386 5,748 (1,009) 135,357
Plant machinery and terminals 549,084 60,540 - (4,431) 12,592 (6,944) (3,515) 607,326
Field and office equipment 504,002 73,450 - (27,488) 1,971 (1,233) (2,694) 548,008
---------- -------- ------ --------- ------ -------- -------- ----------
Total $1,229,827 $147,017 $ - $ (35,587) $17,574 $ - $ (7,410) $1,351,421
========== ======== ====== ========= ====== ======== ======== ==========
(a) Results from increased ownership in CBI affiliates previously accounted for in the financial statements on the equity method.
12
SUPPLEMENTAL SCHEDULES TO FINANCIAL STATEMENTS
CBI INDUSTRIES, INC. AND SUBSIDIARIES
SCHEDULE VI - ACCUMULATED DEPRECIATION OF PROPERTY AND EQUIPMENT
FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 and 1991
(Thousands of Dollars)
Column A Column B Column C Column D Column E Column F
-------- --------- --------- ---------- -------------------------------------- -----------
Balance Provision Retire- Full Con- Translation Balance
at Charged ments solidation of Reclassi- Adjustment at
Classification January 1 to Income or Sales Affiliates (a) fications /Other December 31
-------------- --------- --------- ---------- -------------- --------- ----------- -----------
Year ended December 31, 1993
Land improvements $ 9,718 $ 930 $ (103) $ - $ 29 $ (41) $ 10,533
Buildings and improvements 41,560 6,518 (1,095) - 2,701 2,405 52,089
Plant machinery and terminals 243,945 43,078 (20,843) - (8,151) 76 258,105
Field and office equipment 291,302 50,174 (94,780) - 5,421 (3,957) 248,160
--------- -------- --------- ------ ------- -------- --------
Total $ 586,525 $100,700 $(116,821) $ - $ - $ (1,517) $568,887
========= ======== ========= ====== ======= ======== ========
Year ended December 31, 1992
Land improvements $ 9,284 $ 589 $ (45) $ - $ (1) $ (109) $ 9,718
Buildings and improvements 41,814 5,173 (2,828) - (1,576) (1,023) 41,560
Plant machinery and terminals 204,437 42,415 (4,604) - 6,506 (4,809) 243,945
Field and office equipment 273,958 39,779 (12,642) - (4,929) (4,864) 291,302
--------- -------- --------- ------ ------- -------- --------
Total $ 529,493 $ 87,956 $ (20,119) $ - $ - $(10,805) $586,525
========= ======== ========= ====== ======= ======== ========
Year ended December 31, 1991
Land improvements $ 6,226 $ 2,229 $ (487) $ - $ 1,320 $ (4) $ 9,284
Buildings and improvements 27,989 12,345 (1,934) 985 2,560 (131) 41,814
Plant machinery and terminals 179,708 24,680 (3,046) 8,197 (4,339) (763) 204,437
Field and office equipment 253,843 36,410 (16,931) 685 459 (508) 273,958
--------- -------- --------- ------ ------- -------- --------
Total $ 467,766 $ 75,664 $ (22,398) $9,867 $ - $ (1,406) $529,493
========= ======== ========= ====== ======= ======== ========
(a) Results from increased ownership in CBI affiliates previously accounted for in the financial statements on the equity method.
13
SUPPLEMENTAL SCHEDULES TO FINANCIAL STATEMENTS
CBI INDUSTRIES, INC. AND SUBSIDIARIES
SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 and 1991
(Thousands of Dollars)
Column A Column B Column C Column D Column E
-------- --------- --------- ---------- -----------
Additions
Balance Charged to Balance
at Costs and at
Descriptions January 1 Expenses Deductions December 31
------------ --------- --------- ---------- -----------
Year ended December 31, 1993
Allowance for doubtful accounts $8,000 $6,100 $(2,600) $11,500
====== ====== ======= =======
Year ended December 31, 1992
Allowance for doubtful accounts $8,600 $4,900 $(5,500) $ 8,000
====== ====== ======= =======
Year ended December 31, 1991
Allowance for doubtful accounts $8,200 $3,900 $(3,500) $ 8,600
====== ====== ======= =======
14
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
ON SUPPLEMENTAL SCHEDULES TO CONSOLIDATED FINANCIAL STATEMENTS
To the Shareholders and Board of Directors, CBI Industries, Inc.:
We have audited in accordance with generally accepted auditing standards,
the financial statements of CBI Industries, Inc. and Subsidiaries included in
the company's 1993 Annual Report to Shareholders incorporated by reference in
this Form 10-K, and have issued our report thereon dated February 17, 1994.
Our report on these financial statements includes an explanatory paragraph
with respect to the change in methods of accounting for income taxes and for
postretirement benefits other than pensions in 1992 as discussed in Notes 11
and 12 to the financial statements. Our audit was made for the purpose of
forming an opinion on those statements taken as a whole. The supplemental
schedules to financial statements listed in the index to Item 14 on page 10
are the responsibility of the company's management and are presented for
purposes of complying with the Securities and Exchange Commission's rules and
are not part of the basic financial statements. These supplemental schedules
have been subjected to the auditing procedures applied in the audit of the
basic financial statements and, in our opinion, fairly state in all material
respects the financial data required to be set forth therein in relation to
the basic financial statements taken as a whole.
/s/ ARTHUR ANDERSEN & CO.
_________________________
ARTHUR ANDERSEN & CO.
Chicago, Illinois
February 17, 1994
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
WITH RESPECT TO FORM S-8 AND FORM S-3
As independent public accountants, we hereby consent to the incorporation of
our reports included and incorporated by reference in this Form 10-K, into the
company's previously filed Registration Statements on Form S-8 (Nos. 33-46962,
33-14906 and 33-37246) and on Form S-3 (Nos. 33-65122 and 33-51595).
/s/ ARTHUR ANDERSEN & CO.
_________________________
ARTHUR ANDERSEN & CO.
Chicago, Illinois
March 15, 1994
15
1993 FORM 10-K ANNUAL REPORT
EXHIBIT INDEX
Item 14 (a) 3
Exhibit
(3) Articles of Incorporation and By-Laws.
(i) Articles of Incorporation.
- Certificate of Incorporation as amended can be found in CBI's Form
10-Q dated November 13, 1992 and is incorporated herein by
reference.
(ii) By-Laws.
- By-laws as amended can be found in CBI's Form 10-K dated March 29,
1991 and are incorporated herein by reference.
(4) Instruments Defining the Rights of Security Holders, Including
Indentures.
- 6 1/4% Notes due June 30, 2000. The indenture can be found in CBI's
Form S-3 dated June 22, 1993 and is incorporated herein by reference.
- 6 5/8% Notes due March 15, 2003. The indenture can be found in CBI's
Form S-3 dated February 26, 1993 and is incorporated herein by
reference.
- Series A Preferred Stock Purchase Rights Agreement as amended can be
found in CBI's Form 8-K dated August 8, 1989 and is incorporated
herein by reference.
- Description of Convertible Voting Preferred Stock, Series C can be
found in CBI's Form 8-K dated April 19, 1988 and is incorporated
herein by reference.
(10) Material Contracts.
(iii) Executive Contracts and Compensation Plans.
(a) Directors' Deferred Fee Plan, as amended, can be found in CBI's
Form 10-K dated March 30, 1993 and is incorporated herein by
reference.
(b) Agreement between John E. Jones and CBI can be found in CBI's Form
10-K dated March 29, 1983 and is incorporated herein by reference.
(c) A summary of the Termination Agreements can be found in CBI's Form
8-K dated October 10, 1986 and is incorporated herein by
reference.
(d) Agreement between George L. Schueppert and CBI can be found in
CBI's Form 10-K dated March 29, 1989 and is incorporated herein by
reference.
(e) CBI Industries Stock Option Plan, as amended, can be found in
CBI's Form S-8 dated October 10, 1990 and is incorporated herein
by reference.
(f) CBI Executive Life Insurance Plan can be found in CBI's Form 10-K
dated March 30, 1993 and is incorporated herein by reference.
(11) Computation of Per Share Earnings.
(13) Portions of the 1993 Annual Report to Shareholders expressly
incorporated by reference into this report.
(21) Subsidiaries of the Registrant.
16