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. 10)
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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. 10 amends and supplements the
Solicitation/Recomendation Statement on Schedule 14D-9 ini-
tially filed with the Securities and Exchange Commission (the
"Commission") on November 16, 1995 (as subsequently amended,
the "Schedule 14D-9"), by CBI Industries, Inc., a Delaware cor-
poration (the "Company" or "CBI"), relating to the tender offer
made by PX Acquisition Corp. ("P Sub"), a Delaware corporation
and a wholly owned subsidiary of Praxair, Inc., a Delaware cor-
poration ("Praxair"), to purchase all outstanding shares of
Common Stock, including the associated Rights issued pursuant
to the Amendment and Restatement dated as of August 8, 1989 of
a Rights Agreement dated as of March 4, 1986, between the Com-
pany and First Chicago Trust Company of New York, as Rights
Agent, at a price of $33.00 per Share, net to the seller in
cash, upon the terms and subject to the conditions set forth in
the Supplement dated December 28, 1995 to the Offer to Purchase
dated November 3, 1995 and the related Letter of Transmittal
(which together constitute the "Amended Praxair Offer"), as
disclosed in a Tender Offer Statement on Schedule 14D-1 ini-
tially filed by P Sub and Praxair with the Commission on Novem-
ber 3, 1995, and as subsequently amended. Unless otherwise
indicated, all capitalized terms used but not defined herein
shall have the meanings ascribed to them in the Schedule 14D-9.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED
The Company and First Chicago Trust Company of New
York entered into an Amendment, dated as of December 22, 1995,
to the Amendment and Restatement of the Rights Agreement dated
as of August 9, 1989, as amended, (the "Rights Plan Amendment")
which Rights Plan Amendment is attached hereto as Exhibit 42
and is incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED ON EXHIBITS
Item 9 is hereby amended and supplemented by adding
thereto the following:
Exhibit 42 Amendment, dated as of December 22, 1995, to
Amendment and Restatement of the Rights Agree-
ment, dated as of August 9, 1989, as amended,
between the Company and First Chicago Trust Com-
pany of New York.
SIGNATURE
After reasonable inquiry and to the best of its know-
ledge and belief, the undersigned certifies that the informa-
tion set forth in this statement is true, complete and correct.
CBI INDUSTRIES, INC.
Dated: January 3, 1996 By: /s/ John E. Jones
John E. Jones
Chairman, President and
Chief Executive Officer
EXHIBIT INDEX
Exhibit 42 Amendment, dated as of December 22, 1995, to the
Amendment and Restatement of the Rights Agree-
ment, dated as of August 9, 1989, as amended,
between the Company and First Chicago Trust Com-
pany of New York.