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, 1994
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 $25 1/8 as of February 15, 1995, was $912,000,000. 3,544,480
shares of Convertible Voting Preferred Stock, Series C were held by the ESOP
Trustee, as of February 28, 1995, for which no trading market exists.
The number of shares outstanding of a single class of common stock as of
February 15, 1995 - 38,079,292.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of 1994 Annual Report to Shareholders Part I and Part II
Portions of the 1995 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......................................... 9
Item 6. Selected Financial Data....................................... 9
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations................................... 9
Item 8. Financial Statements and Supplementary Data................... 9
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosures................................... 9
Part III
Item 10. Directors and Executive Officers of the Registrant............ 10
Item 11. Executive Compensation........................................ 10
Item 12. Security Ownership of Certain Beneficial Owners and
Management.................................................. 10
Item 13. Certain Relationships and Related Transactions................ 10
Part IV
Item 14. Exhibits, Financial Statement Schedules and Reports on
Form 8-K.................................................... 11
Signatures................................................................ 12
PART I
Item 1. Business
(a) The Registrant, CBI Industries, Inc. and its subsidiaries (CBI),
classifies its operations in three major business segments: Industrial Gases,
Contracting Services and Investments. CBI was incorporated in Delaware in
1979, as a holding company. 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. 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 Investments
segment of CBI includes CBI Investments, Inc. and its subsidiaries including
Statia Terminals.
(b) Financial information by business segment appears under Financial
Summary in CBI's 1994 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:
1994 1993 1992
---- ---- ----
Industrial Gases 48% 49% 45%
Contracting Services 44 44 47
Investments 8 7 8
---- ---- ----
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 1994
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.
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, nitrous oxide and liquefied
natural gas. The segment also assembles and sells industrial gas-related
equipment. Liquid Carbonic conducts its business through various separate
companies and/or units, each of which either generally provides different
products or services or conducts business in a different geographical area
than the other companies or units. The business of Liquid Carbonic is
generally broken down into companies and units which engage in domestic
production and sales of industrial gases and cylinder gas products; domestic
carbon monoxide, hydrogen gas and methanol 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 23 other countries. The major Liquid Carbonic companies and
business units are the following:
The Liquid Carbonic U.S. Industrial Gases unit which is engaged in the
domestic production and sale of bulk carbon dioxide, bulk industrial and
medical gases, specialty cylinder gases and other gas products. Carbon dioxide
is used in the
1
refrigeration, freezing, processing and preservation of food, beverage
carbonation, chemical production, water treatment and the enhancement of oil
and gas production. Liquid Carbonic U.S. Industrial Gases 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.
Liquid Carbonic U.S. Industrial Gases also sells oxygen, nitrogen and argon
(atmospheric gases) to industrial customers for refrigeration, as a pressure
medium and for other applications; and to medical customers for resuscitative
and therapeutic purposes. Air separation plants are operated for the
production of these atmospheric gases. Industrial gases are sold mainly to
small and medium sized "merchant" accounts near supply sources, and medical
gases are sold primarily to group purchasing organizations and individual
medical centers. Liquid Carbonic U.S. Industrial Gases is also engaged in the
domestic production and sale of specialty and other cylinder gases. It sells
highly purified gases, acetylene, 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.
The Liquid Carbonic Process Plants unit produces and sells gaseous and
liquid carbon monoxide, gaseous hydrogen and methanol. These products 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, Costa Rica
(acquired October 1994), Mexico, Paraguay, Peru, Poland, 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 industrial and 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, 1994, Liquid Carbonic employed 86 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 98 people
employed at December 31, 1993 and 106 at December 31, 1992. This segment
incurred expenses of approximately $10,987,000 in 1994, $10,616,000 in 1993
and $8,765,000 in 1992 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 1994.
2
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, non-destructive testing, post-weld
heat treating and refractory bake-outs, and vessels, tanks and other
structures for corrosion-resistant applications. Chicago Bridge conducts these
activities through various separate companies, the major of which are the
following:
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; Concord, 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; 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 testing services; Cooperheat, Inc. which provides post-weld
heat treating and refractory bake-outs as field services and sells associated
equipment; and Ershigs, Inc., 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.
3
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
$287,500,000 at December 31, 1994 and $424,900,000 at December 31, 1993.
Approximately 87% of the backlog as of December 31, 1994 is expected to be
completed in 1995.
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.
As of December 31, 1994, this segment employed 37 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 45 people
employed at December 31, 1993 and 40 at December 31, 1992. This segment
incurred expenses of approximately $2,844,000 in 1994, $3,078,000 in 1993 and
$2,961,000 in 1992 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 1994.
Investments
CBI Investments, Inc. is the parent company of the Investments segment
companies. The Investments segment includes Statia Terminals (Statia), which
is the sole operating company within the Investments segment. Statia provides
transshipment, storage, bunkering and blending services for hydrocarbon
products at the island of St. Eustatius in the Caribbean and in Nova Scotia,
Canada and operates a special products terminal in Brownsville, Texas. In
addition, CBI Investments, Inc. has interests in real estate and several other
companies.
Statia primarily provides services and therefore does not depend heavily on
raw materials.
Approximately 240 people were employed by Statia at the end of 1994.
The investment in Petroterminal de Panama, S.A. was reduced to zero in the
current year due the to receipt of dividends and losses incurred. In December
1994, CBI sold its equity interest in Tankstore, Pte. Ltd.
(d) Financial information by geographic area of operation is shown in Notes
to Financial Statements - Note 12 - Operations by Business Segment and
Geographic Area in CBI's 1994 Annual Report to Shareholders and is
incorporated herein by reference.
4
Item 2. Properties
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 23 owned
Air separation 4 owned, 3 leased
Carbon monoxide/hydrogen/methanol 1 owned
Carbon monoxide/hydrogen 2 owned
Liquefied natural gas 1 owned
Research center 1 leased
International
By-product CO2 55 owned, 1 leased
Combustion 33 owned
Air separation 22 owned
Research centers 2 owned
In addition to the above, Liquid Carbonic also owns facilities in Brazil,
Mexico, and Argentina used in the production of precipitated calcium
carbonate, and has interests in a number of distributor operations in Canada.
Liquid Carbonic also owns or leases cylinder distribution centers, a number of
sales offices and other facilities throughout the world.
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
Houston, Texas fabrication plant,
warehouse and office 253,000
Kankakee, Illinois fabrication plant,
warehouse and office 396,000
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, fabrication plant,
Australia 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.
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 7.4
Effective as of the end of January 1995, Statia Terminals assumed
operational responsibility, under a lease agreement, of an additional 5
million barrels of new storage capacity, along with a related single-point
mooring system, at St. Eustatius.
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
MARATHON/TEXAS CITY LITIGATION. On October 30, 1987, CBI Na-Con, Inc. ("CBI
Na-Con") was working in the Marathon Petroleum Company 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 has reached settlements with all but about 6 of the
4,300 (approximate) third-party plaintiffs who brought suit as a result of the
incident.
After CBI's insurers declined to indemnify CBI for this incident based on
their interpretation of certain pollution exclusions contained in CBI's
insurance policies, CBI filed suit in Harris County, Texas against its
insurers seeking a court ruling that the policies covered the incident. The
Trial Court, on the insurers' preliminary motion, sustained the insurers'
position that coverage did not exist. The Texas Court of Appeals reversed the
Trial Court and found that CBI should be allowed to proceed with its lawsuit
and related discovery against the insurers. The insurers immediately appealed
the Court of Appeals decision in CBI's favor to the Texas Supreme Court, which
accepted the case for review. On March 2, 1995 the Texas Supreme Court
reversed the Court of Appeals and affirmed the judgment of the Trial Court
that coverage did not exist. CBI will file a motion asking the Supreme Court
to reconsider its decision. CBI's management presently believes that its
reserves are adequate to cover remaining potential liabilities resulting from
the occurrence at Texas City.
ANTITRUST MATTERS. 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 October 1992, 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, suits have been
brought against Liquid Carbonic and others under the antitrust laws of the
States of Alabama and California based upon the foregoing allegations. The
company believes that the allegations made against Liquid Carbonic in all of
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.
In 1994, several claims were filed against Liquid Carbonic, Inc., a wholly
owned Canadian subsidiary of Liquid Carbonic, and various competitors
generally alleging that for the period 1954 to 1990 the defendants conspired
to fix prices for bulk and cylinder gas oxygen in Canada in violation of the
Canadian competition laws. The complainants consist mainly of hospitals
located in the Provinces of British Columbia and Ontario. The company believes
that the damages sought by the plaintiffs are wholly without merit and the
company intends to vigorously defend against these claims.
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.
7
Item 3. Legal Proceedings (Continued)
ENVIRONMENTAL LITIGATION. 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 cost of remediation of the sites.
Chicago Bridge has reached settlements for environmental clean-up 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.
CORPORATE LITIGATION. A purported class action on behalf of all holders of
CBI common stock is pending in the Chancery Court of Delaware against the
company and certain of its Directors. This lawsuit, WILLIAM STEINER V. CBI
INDUSTRIES, et al, was commenced on December 22, 1994. It alleges that the
defendants breached their fiduciary duty to shareholders by rejecting
proposals by Airgas, Inc. for the company to either merge with Airgas or to
sell Liquid Carbonic to Airgas, and by amending the Amendment and Restatement
of Rights Agreement dated as of August 8, 1989, between the company and First
Chicago Trust Company of New York, as Rights Agent, as amended (the "Rights
Agreement"). Plaintiff seeks to (a) enjoin the Directors to carry out their
fiduciary duties; (b) declare the Rights Agreement null and void; (c) enjoin
the company and its Directors from erecting unlawful barriers to the
acquisition of the company; and (d) recover from defendants unspecified
monetary damages sustained by shareholders of CBI as a result of the alleged
acts of the Board of Directors. The company intends to vigorously defend
against this action.
OTHER LITIGATION. In addition to the above lawsuits, CBI is a defendant in a
number of other lawsuits arising from the conduct of its business. While it is
impossible at this time to determine with certainty the ultimate outcome of
these other lawsuits, 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.
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, 1994.
8
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 CBI).
The approximate number of holders of record of common stock at February 15,
1995 was 8,000. Information appearing under Quarterly Financial Data -
Quarterly Operating Results, and Common Stock Prices and Dividends in CBI's
1994 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 1994 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 1994 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 Capital Stock, Notes to
Financial Statements and Report of Independent Public Accountants in CBI's
1994 Annual Report to Shareholders is incorporated herein by reference.
The supplemental financial information appearing under Quarterly Financial
Data - Quarterly Operating Results, and Common Stock Prices and Dividends in
CBI's 1994 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.
9
PART III
Item 10. Directors and Executive Officers of the Registrant
(a) Information appearing under Election of Directors in CBI's 1995 Proxy
Statement is incorporated herein by reference.
(b) The executive officers of CBI as of March 23, 1995 are as follows:
Served as
Executive
Officer
Name Age Title of CBI Since
____ ___ _____
_________________
John E. Jones 60 Chairman of the Board, President
and Chief Executive Officer 1980
Lewis E. Akin 57 Executive Vice President 1986
Robert J. Daniels 61 Executive Vice President 1988
George L. Schueppert 56 Executive Vice President-Finance
and Chief Financial Officer 1987
Charles O. Ziemer 55 Senior Vice President and
General Counsel 1984
Buel T. Adams 62 Vice President and Treasurer 1983
Stephen M. Duffy 45 Vice President-Human Resources 1993
Alan J. Schneider 49 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 exception of Stephen M. Duffy, 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.
Information with respect to compliance with Section 16(a) of the Securities
Exchange Act of 1934 appears under Section 16(a) Reporting Delinquencies in
CBI's 1995 Proxy Statement and is incorporated herein by reference.
Item 11. Executive Compensation
Information appearing under Executive Compensation in CBI's 1995 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 1995 Proxy Statement is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions
Not applicable.
10
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 are herein incorporated by reference.
Financial Statements:
Statements of Income - For the years ended December 31, 1994, 1993
and 1992
Balance Sheets - For the years ended December 31, 1994, 1993 and 1992
Statements of Cash Flows - For the years ended December 31, 1994,
1993 and 1992
Statements of Common Capital Stock - For the years ended December 31,
1994, 1993 and 1992
Notes to Financial Statements
Report of Independent Public Accountants
2. Financial Statement Schedules
These schedules 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, 1994 and 1993 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, does not constitute a significant subsidiary, therefore
summarized financial information has been omitted.
3. Exhibits
The Exhibit Index on page 13 and Exhibits being filed are submitted as a
separate section of this report.
(b) Reports on Form 8-K
A Form 8-K was filed under Item 5, Other Events and Item 7, Financial
Statements and Exhibits. The date of that report was December 21, 1994.
11
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 23, 1995
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 23, 1995.
Signature Title
/s/ John E. Jones Chairman of the Board, President,
_______________________________ Chief Executive Officer (Principal
Executive Officer) and Director
John E. Jones
/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
Financial Officer) and Director
George L. Schueppert
/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
_______________________________
Alan J. Schneider (Principal Accounting Officer)
12
1994 FORM 10-K ANNUAL REPORT
EXHIBIT INDEX
Item 14 (a) 3
Exhibit
(3) Articles of Incorporation and By-Laws.
Articles of Incorporation.
Restated Certificate of Incorporation can be found in CBI's Form
10-Q dated August 15, 1994 and is incorporated herein by reference.
By-Laws.
By-laws as amended can be found in CBI's Form 10-Q dated May 13, 1994
and are incorporated herein by reference.
(4) Instruments Defining the Rights of Security Holders, Including
Indentures.
1. Indenture between CBI and Chemical Bank, as Trustee, dated March 1,
1994 can be found in CBI's Form 10-Q dated May 13, 1994 and is
incorporated herein by reference.
2. 6 1/4% Notes due June 30, 2000. The indenture between CBI and Bank of
America Illinois (formerly known as Continental Bank, National
Association), as Trustee, dated June 1, 1993 filed as Exhibit 4(a)
can be found in CBI's Form S-3 Registration Statement Number 33-64052
dated
June 22, 1993 and is incorporated herein by reference.
3. 6 5/8% Notes due March 15, 2003. The indenture between CBI and Bank-
America National Trust Company, as Trustee, dated March 1, 1993 filed
as Exhibit 4(a) can be found in CBI's Form S-3 Registration Statement
Number 33-58940 dated February 26, 1993 and is incorporated herein by
reference.
4. Series A Preferred Stock Purchase Rights Agreement as amended can be
found in CBI's Form 8-K dated December 21, 1994 and is incorporated
herein by reference.
5. 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.
6. $300,000,000 Credit Agreement dated as of December 4, 1992 among CBI
Industries, Inc., the banks listed therein and Ibis Investments, Inc.
as Bid Advance Agent.
(a) Amendment No. 1 dated January 11, 1993.
(b) Amendment No. 2 dated as of June 1, 1993.
(c) Successor Agreements dated January 1, 1995.
(d) Letter extending the termination date of the Credit Agreement
to December 31, 1997.
7. Pursuant to paragraph 4(iii)(A) of Item 601(b) of Regulation S-K,
various instruments defining the rights of holders of long-term debt
of CBI are not being filed because the total of securities authorized
under
each such instrument does not exceed 10% of the total assets of CBI.
CBI hereby agrees to furnish a copy of such instruments to the
Securities
and Exchange Commission upon request.
(10) Material Contracts.
Executive Contracts and Compensation Plans.
1. 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.
2. 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.
13
1994 FORM 10-K ANNUAL REPORT
EXHIBIT INDEX (Continued)
(10) Material Contracts (continued)
3. 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.
4. 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.
5. 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.
6. CBI Executive Life Insurance Plan can be found in CBI's Form 10-K
dated March 30, 1993 and is incorporated herein by reference.
7. CBI Officers' Bonus Plan.
8. CBI 1994 Restricted Stock Award Plan.
(11) Computation of Per Share Earnings.
(13) Portions of the 1994 Annual Report to Shareholders expressly
incorporated by reference into this report.
(21) Subsidiaries of the Registrant.
(23) Consent of Independent Public Accountants.
(27) Financial Data Schedule.
14