-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, K6iKbnJzDD5qdwMQnADBXRV6tLJt6I2cW8AqLsEPoH8kKjmXaVROaE7TP6xYJP82 as9anXOy3GcnXUDWNBKcOQ== 0000950132-01-000208.txt : 20010411 0000950132-01-000208.hdr.sgml : 20010411 ACCESSION NUMBER: 0000950132-01-000208 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010410 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CHICAGO BRIDGE & IRON CO N V CENTRAL INDEX KEY: 0001027884 STANDARD INDUSTRIAL CLASSIFICATION: CONSTRUCTION SPECIAL TRADE CONTRACTORS [1700] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-52337 FILM NUMBER: 1598767 BUSINESS ADDRESS: STREET 1: P O BOX 74658 CITY: 1075 AD AMSTERDAM STATE: P8 ZIP: 00000 MAIL ADDRESS: STREET 1: POLARISAVENUE 31 STREET 2: 2132 JH HOOFDORP CITY: THE NETHERLANDS FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PITT DES MOINES INC CENTRAL INDEX KEY: 0000078853 STANDARD INDUSTRIAL CLASSIFICATION: FABRICATED PLATE WORK (BOILER SHOPS) [3443] IRS NUMBER: 250729430 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: TOWN CENTER ONE SUITE 400 STREET 2: 1450 LAKE ROBBINS RD CITY: WOODLANDS STATE: TX ZIP: 77380 BUSINESS PHONE: 4123313000 MAIL ADDRESS: STREET 1: TOWN CENTER ONE SUITE 400 STREET 2: 1450 LAKE ROBBINS RD CITY: WOODLANDS STATE: TX ZIP: 77380 FORMER COMPANY: FORMER CONFORMED NAME: PITTSBURGH DES MOINES CORP DATE OF NAME CHANGE: 19850908 FORMER COMPANY: FORMER CONFORMED NAME: PITTSBURGH DES MOINES STEEL CO DATE OF NAME CHANGE: 19810325 SC 13D/A 1 0001.txt AMENDMENT NO. 1 TO SC 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment 1)* CHICAGO BRIDGE & IRON COMPANY N.V. (Name of Issuer) Common Stock, par value NLG 0.01 (Title of Class of Securities) N19808 10 9 (CUSIP Number) Ronald Basso, Esq. Buchanan Ingersoll Professional Corporation One Oxford Center, 20th Floor 301 Grant Street Pittsburgh, PA 15219 (412)-562-8800 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 15, 2001 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [_] _________________________ * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP: N19808 10 9 - ------------------------------------------------------------------------------ 1 NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS: Pitt-Des Moines, Inc I.R.S. IDENTIFICATION NO: 25-0729430 - ------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [_] - ------------------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------------------ 4 SOURCE OF FUNDS 00 - ------------------------------------------------------------------------------ 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [X] - ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Pennsylvania - ------------------------------------------------------------------------------ 7 SOLE VOTING POWER NUMBER OF 2,040,816 SHARES ----------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY N/A OWNED BY ----------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING N/A PERSON ----------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH 2,040,816 - ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,040,816 Shares* - ------------------------------------------------------------------------------ 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) approximately 9.9% - ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO - ------------------------------------------------------------------------------ - -------------------- * The Reporting Person disclaims beneficial ownership of shares to the extent that net proceeds received by the Reporting Person upon disposition of the shares exceeds $35 million. 1 This Amendment No. 1 is filed in accordance with Rule 13d-2 of the Securities Exchange Act of 1934, as amended, by the Reporting Person and refers only to information which has materially changed since the filing of the Schedule 13D by the Reporting Person on February 20, 2001. The items identified below are amended to add the information as set forth below. Capitalized terms not otherwise defined have the meanings ascribed to them in the original Schedule 13D. Item 4. Purpose Of Transaction On March 15, 2001, the Issuer exercised its call rights on the Excess Shares and, the Reporting Person believes, resold such shares to third parties. The Reporting Person received $9 million ($11.15 per share) in net proceeds from the Issuer in the disposition of the Excess Shares. As a result of this transaction, the Reporting Person no longer owns any Excess Shares. Consequently, the Reporting Person no longer holds demand registration rights or other rights with respect to the Excess Shares. The Asset Purchase Agreement was amended as of March 7, 2001. The amendment is attached hereto as an Exhibit. Item 5. Interest In Securities Of The Issuer The information contained in Item 4 is incorporated herein by this reference. (a) Number of Shares Beneficially Owned: 2,040,816* Percent of Class 9.9% (based on 20,591,464 shares of Common Stock outstanding, determined from the representations and warranties made by the Issuer in the Asset Purchase Agreement and taking into account the issuance of the CB&I Shares to the Reporting Person pursuant to the Asset Purchase Agreement and the disposition of the Excess Shares as reported in Item 4 herein). (b) Sole Power to Vote, Direct the Vote of, 2,040,816+ or Dispose of Shares: (c) Recent Transactions See Item 4. - ------------------ * The Reporting Person disclaims beneficial ownership of shares to the extent that net proceeds received by the Reporting Person upon disposition of the shares exceeds $35 million. + The Reporting Person does not have sole power to dispose of the shares to the extent that the Issuer has rights to call the shares. 2 (d) Rights with Respect to Dividends or N/A Sales Proceeds: (e) Date of Cessation of Five Percent N/A Beneficial Ownership: Item 7. Material To Be Filed As Exhibits 1. Amendment No. 1 to Asset Purchase Agreement, dated as of March 7, 2001, by and among Pitt-Des Moines, Inc., Chicago Bridge & Iron Company N.V. and CB&I Constructors, Inc. 3 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: April 10, 2001 /s/ Richard A. Byers ----------------------- Richard A. Byers Vice President, Finance and Treasurer 4 EX-99 2 0002.txt AMENDMENT TO ASSET PURCHASE AGREEMENT AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT THIS AMENDMENT NO. 1 is made and effective as of March 7, 2001 (the "Amendment") by and among PITT-DES MOINES, INC., a Pennsylvania corporation ("Seller"), CHICAGO BRIDGE & IRON COMPANY N.V., a Netherlands company ("CB&I"), and CB&I CONSTRUCTORS, INC., a Texas corporation ("CB&I Sub," and collectively with CB&I, the "Purchaser"). RECITALS -------- A. Seller and Purchaser entered into that certain Asset Purchase Agreement dated as of February 7, 2001 (the "Asset Purchase Agreement"). B. The parties desire to amend the Asset Purchase Agreement upon the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the mutual promises and covenants set forth in this Amendment, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows: 1. Purchase Price Adjustment. Section 3.2(a) of the Asset Purchase ------------------------- Agreement is hereby amended by deleting the phrase "30 days after the Closing Date" in the second line thereof and substituting therefore "April 15, 2001." 2. Collection of Receivables Constituting Excluded Assets. The second ------------------------------------------------------ sentence of Section 3.3 of the Asset Purchase Agreement is hereby amended and restated to read in its entirety as follows: "Following the Closing Date, Purchaser agrees (a) to use its prompt commercially reasonable best efforts (i) to perform (at Purchaser's sole cost and expense) all work as and when necessary and required under each contract to which such Excluded Accounts Receivable relate in order to enable Seller to collect the Excluded Accounts Receivable in full on a timely basis and (ii) acting as agent on behalf of Seller, to collect (without being obligated to resort to suit or third party or other extraordinary collection efforts) all Excluded Account Receivables, (b) to remit to Seller at the time of the Purchase Price adjustment provided in Section 3.2 all checks, ----------- money or other cash proceeds received by Seller on or prior to April 15, 2001 with respect to each such Excluded Account Receivable, and (c) remit to Seller all checks, money and other cash proceeds received by Seller after April 15, 2001, with respect to each such Excluded Account Receivable within five (5) days of the receipt by Seller of the same." 3. Passage of Title and Risk of Loss. The third sentence of Section 9.10 --------------------------------- of the Asset Purchase Agreement is hereby amended by deleting the phrase "Within a reasonable period after the Closing Date (and in no event later than thirty (30) days thereafter)" and substituting therefore "Not later than April 15, 2001". 4. Effect of Amendment. Except as expressly set forth herein, all terms ------------------- and conditions of the Asset Purchase Agreement shall remain unchanged and in full force and effect. 5. Counterparts. This Amendment may be executed in counterparts, each of ------------ which when so executed being deemed an original and all of which taken together constituting one and the same agreement. IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed as of the day and year first above written. PITT-DES MOINES, INC. /s/ R.A. Byers By:____________________________ Richard A. Byers Name:__________________________ Vice President - Finance Title:_________________________ CHICAGO BRIDGE & IRON COMPANY N.V. By: CHICAGO BRIDGE & IRON COMPANY B.V., its Managing Director /s/ Gerald M. Glenn By:____________________________ Gerald M. Glenn Name:__________________________ Managing Director Title:_________________________ CB&I CONSTRUCTORS, INC. /s/ Gerald M. Glenn By:____________________________ Gerald M. Glenn Name:__________________________ Chairman Title:_________________________ -2- -----END PRIVACY-ENHANCED MESSAGE-----