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. 1)
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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
This Amendment No. 1 amends and supplements the
Solicitation/Recomendation Statement on Schedule 14D-9 (the
"Schedule 14D-9") filed with the Securities and Exchange Com-
mission (the "Commission") on November 16, 1995, by CBI Indus-
tries, Inc., a Delaware corporation (the "Company" or "CBI"),
relating to the tender offer made by PX Acquisition Corp.
("P Sub"), a Delaware corporation and a wholly owned subsidiary
of Praxair, Inc., a Delaware corporation ("Praxair"), to pur-
chase all outstanding shares of Common Stock, including the
associated Rights issued pursuant to the Amendment and Restate-
ment dated August 8, 1989 of a Rights Agreement dated as of
March 4, 1986, between the Company and First Chicago Trust Com-
pany of New York, as Rights Agent (the "Rights Agreement") at a
price of $32.00 per Share, net to the seller in cash, upon the
terms and subject to the conditions set forth in the Offer to
Purchase dated November 3, 1995 and the related Letter of
Transmittal (which together constitute the "Praxair Offer"), as
disclosed in a Tender Offer Statement on Schedule 14D-1 filed
by P Sub and Praxair with the Commission on November 3, 1995,
and as subsequently amended (the "Schedule 14D-1"). Unless
otherwise indicated, all capitalized terms used but not defined
herein shall have the meanings ascribed to them in the Schedule
14D-9.
ITEM 3. IDENTITY AND BACKGROUND.
(b) On November 16, 1995, Mr. Charles O. Ziemer, Senior
Vice President and General Counsel of the Company received a
letter from Mr. David H. Chaifetz, Vice President, General
Counsel and Secretary of Praxair, requesting clarification re-
garding certain matters relating to the CBI Salaried Employee
Stock Ownership Plan (1987), which letter was filed as Exhibit
(a)(13) to Amendment No. 3 to the Schedule 14D-1. Mr. Ziemer
responded to Mr. Chaifetz's request by letter dated November
21, 1995, a copy of which is filed herewith as Exhibit 31.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
On November 17, 1995, Mr. John E. Jones, Chairman, Presi-
dent and Chief Executive Officer of the Company received a let-
ter from Mr. H. William Lichtenberger, Chairman and Chief Ex-
ecutive Officer of Praxair, requesting the confidential infor-
mation being provided to other interested parties. On November
20, 1995 the Company sent to Praxair a draft confidentiality
agreement, which the Company indicated it was prepared to enter
into with Praxair, containing terms no less favorable to
Praxair than those contained in the confidentiality agreements
entered into with other interested parties. Such draft contem-
plates the provision of confidential information by the Company
to Praxair and provides, among other things, that for a two-
year period Praxair would not, unless requested in writing in
advance by the Company, acquire, or agree, offer, seek or pro-
pose to acquire, any of the Company's assets, businesses or se-
curities.
On November 17, 1995, Praxair amended its complaint
against the Company originally filed on October 30, 1995, which
amended complaint was filed as Exhibit (a)(15) to Amendment No.
5 to the Schedule 14D-1. The amended complaint seeks an in-
junction compelling the Board to include Praxair and P Sub in
the Company's efforts to maximize CBI stockholder value and to
provide Praxair access to all information and CBI individuals
that the Company provides to other third parties in connection
with its exploration of alternatives to the Praxair Offer.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended and supplemented by adding
thereto the following:
Exhibit 14 CBI 1994 Restricted Stock Award Plan (refiled to
include page inadvertently omitted).
Exhibit 31 Letter to David H. Chaifetz, Vice President,
General Counsel and Secretary of Praxair, from
Charles O. Ziemer, Senior Vice President and
General Counsel of the Company, dated November
21, 1995.
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: November 21, 1995 By: /s/ John E. Jones
John E. Jones
Chairman, President and
Chief Executive Officer
EXHIBIT INDEX
Exhibit 14 CBI 1994 Restricted Stock Award Plan (refiled to
include missing page).
Exhibit 31 Letter to David H. Chaifetz, Vice President,
General Counsel and Secretary of Praxair, from
Charles O. Ziemer, the Company's Senior Vice
President and General Counsel, dated November
21, 1995.