SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 8)
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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)
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124800 10 3
(CUSIP NUMBER OF CLASS OF SECURITIES)
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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)
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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. 8 amends and supplements the
Solicitation/Recomendation Statement on Schedule 14D-9 filed
with the Securities and Exchange Commission (the "Commission")
on November 16, 1995, and as subsequently amended (as so amend-
ed, the "Schedule 14D-9"), by CBI Industries, Inc., a Delaware
corporation (the "Company" or "CBI"), relating to the tender
offer made by PX Acquisition Corp. ("P Sub"), a Delaware corpo-
ration and a wholly owned subsidiary of Praxair, Inc., a Dela-
ware corporation ("Praxair"), to purchase all outstanding
shares of Common Stock, including the associated Rights issued
pursuant to the Amendment and Restatement dated as of August 8,
1989 of a Rights Agreement dated as of March 4, 1986, between
the Company and First Chicago Trust Company of New York, as
Rights Agent, 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 Novem-
ber 3, 1995, and as subsequently amended. Unless otherwise
indicated, all capitalized terms used but not defined herein
shall have the meanings ascribed to them in the Schedule 14D-9.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
Item 8 is hereby amended and supplemented by adding
thereto the following:
On December 22, 1995, the Company and Praxair issued
a joint press release (the "December 22 Press Release"). The
December 22 Press Release is attached hereto as Exhibit 36 and
is incorporated by reference herein in its entirety.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
Item 9 is hereby amended and supplemented by adding
thereto the following:
Exhibit 36 Press Release, dated December 22, 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: December 26, 1995 By: /s/ John E. Jones
John E. Jones
Chairman, President and
Chief Executive Officer
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EXHIBIT INDEX
Exhibit 36 Press Release, dated December 22, 1995.
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