UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to
Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): December 19, 2012
CHICAGO
BRIDGE & IRON COMPANY N.V.
(Exact
name of registrant as specified in its charter)
The
Netherlands
(State or other
jurisdiction of incorporation)
|
1-12815 |
N.A. |
|
(Commission File Number) |
(IRS Employer Identification No.) |
|
Oostduinlaan 75 |
N.A. |
|
(Address of principal executive offices) |
(Zip Code) |
Registrant’s
telephone number, including area code: 31-70-373-2010
N.A.
(Former
name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2 below):
⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02 Results of Operations and Financial Condition
(a) On December 19, 2012, Chicago Bridge & Iron Company N.V. issued a press release announcing stand-alone guidance for 2013. CB&I will host a webcast on December 19 at 1:00 p.m. Central time (2:00 p.m. Eastern time) to discuss the guidance. The webcast is available at www.CBI.com Investor Relations. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
99.1 – Press Release dated December 19, 2012
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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CHICAGO BRIDGE & IRON COMPANY N.V. |
|||
|
By: |
Chicago Bridge & Iron Company B.V. |
||
|
Its: |
Managing Director |
||
|
|
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| Date: | December 19, 2012 |
By: |
/s/ Ronald A. Ballschmiede |
|
Ronald A. Ballschmiede |
|||
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Managing Director |
|||
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(Principal Financial Officer) |
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EXHIBIT INDEX
| Exhibit Number | Exhibit Description |
|
99.1 |
Press release dated December 19, 2012 |
Exhibit 99.1
CB&I Provides Initial 2013 Guidance
THE WOODLANDS, Texas--(BUSINESS WIRE)--December 19, 2012--CB&I (NYSE: CBI) today announced that the Company is issuing stand-alone guidance (excluding Shaw results and transaction related costs) for 2013 as follows:
| New Awards | $7.0 - $10.0 billion | ||||||
| Revenue | $6.3 - $6.7 billion | ||||||
| Earnings per share | $3.35 - $3.65 | ||||||
Conference Call
CB&I will host a webcast on December 19 at 1:00 p.m. Central time (2:00 p.m. Eastern time) to discuss the guidance. The webcast is available at www.CBI.com Investor Relations.
About CB&I
CB&I (NYSE: CBI) engineers and constructs some of the world’s largest energy infrastructure projects. With premier process technology, proven EPC expertise, and unrivaled storage tank experience, CB&I executes projects from concept to completion. Safely. Reliably. Globally. For more information, visit www.CBI.com.
Additional Information and Where to Find It
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. In connection with the proposed transaction, Chicago Bridge & Iron Company N.V. (“CB&I”) has filed with the Securities and Exchange Commission (“SEC”) a prospectus on Form 424B3 that includes a joint proxy statement of The Shaw Group Inc. (“Shaw”) and CB&I that also constitutes a prospectus of CB&I. CB&I and Shaw also plan to file other documents with the SEC regarding the proposed transaction. The definitive joint proxy statement/prospectus will be mailed to shareholders of Shaw and CB&I. INVESTORS AND SECURITY HOLDERS OF SHAW AND CB&I ARE URGED TO READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND OTHER DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and shareholders will be able to obtain free copies of the definitive joint proxy statement/prospectus and other relevant documents filed by CB&I and Shaw, once such documents are filed with the SEC, through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by CB&I will be available free of charge on CB&I’s internet website at www.cbi.com under the tab “Investor Relations” and then under the tab “SEC Documents” or by contacting CB&I’s Investor Relations Department at 832-513-1200. Copies of the documents filed with the SEC by Shaw will be available free of charge on Shaw’s internet website at www.Shawgrp.com under the tab “Investor Relations” and then under the tab “SEC Filings” or by contacting Shaw’s Investor Relations Department at 225-987-7372.
Participants in the Solicitation
CB&I, Shaw, and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Shaw and CB&I in connection with the proposed transaction. Information about the directors and executive officers of Shaw is set forth in Shaw’s proxy statement for its 2011 annual meeting of shareholders, which was filed with the SEC on December 15, 2011. Information about the directors and executive officers of CB&I is set forth in CB&I’s proxy statement for its 2012 annual meeting of shareholders, which was filed with the SEC on March 22, 2012. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is set forth in the definitive joint proxy statement/prospectus filed with the SEC on November 20, 2012 and will be contained in other relevant materials to be filed with the SEC in connection with the proposed transaction.
Forward-Looking Statements
This press release contains forward-looking statements and information about our current and future prospects and our operations and financial results, which are based on currently available information. Actual future results and financial performance could vary significantly from those anticipated in such statements. The forward looking statements include assumptions about our operations, such as cost controls and market conditions, and the proposed transaction (including its benefits, results, effects and timing) that may not be realized. Risks and uncertainties related to the transaction include, but are not limited to: the failure of the shareholders of CB&I or the shareholders of Shaw to approve the transaction; the risk that the conditions to the closing of the transaction are not satisfied; the risk that regulatory approvals required for the transaction are not obtained or are obtained subject to conditions that are not anticipated; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the transaction; uncertainties as to the timing of the transaction; competitive responses to the proposed transaction; costs and difficulties related to the integration of Shaw’s businesses and operations with CB&I’s business and operations; the inability to obtain, or delays in obtaining, cost savings and synergies from the transaction; unexpected costs, charges or expenses resulting from the transaction; litigation relating to the transaction; the inability to retain key personnel; and any changes in general economic and/or industry specific conditions. Additional factors that could cause future results or events to differ from those we expect are those risks discussed under Item 1A “Risk Factors” in CB&I’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011, CB&I’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2012, June 30, 2012, and September 30, 2012, and in the definitive joint proxy statement/prospectus filed with the SEC on November 20, 2012 and other reports filed with the SEC. Please read CB&I’s “Risk Factors” and other cautionary statements contained in these filings.
We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, the occurrence of certain events or otherwise. As a result of these risks and others, actual results could vary significantly from those anticipated in this press release, and our financial condition and results of operations could be materially adversely affected.
CONTACT:
CB&I
Investors: Christi Thoms, +1 832 513
1200
Media: www.CBI.com