UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(X) Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the fiscal year ended December 31, 2001
or
( ) Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the transition period from ____ to ____
Commission File Number 1-12815
CHICAGO BRIDGE & IRON COMPANY N.V.
Incorporated in The Netherlands IRS Identification Number: not applicable
Polarisavenue 31
2132 JH Hoofddorp
The Netherlands
31-23-5685660
(Address and telephone number of principal executive offices)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class: Name of each exchange on which registered:
Common Stock; Euro .01 par value New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: none
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES X NO
----- -----
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K/A or any amendments to
this Form 10-K/A. [X]
Aggregate market value of common stock held by non-affiliates, based on a New
York Stock Exchange closing price of $28.46 as of February 28, 2002, was
$262,786,605.
The number of shares outstanding of a single class of common stock as of
February 28, 2002 was 21,005,567.
DOCUMENTS INCORPORATED BY REFERENCE
-----------------------------------
Portions of the 2001 Annual Report to Shareholders Part I and Part II
Portions of the 2002 Proxy Statement Part III
FORM 10-K/A
CHICAGO BRIDGE & IRON COMPANY N.V.
For the Year Ended December 31, 2001
EXPLANATORY NOTE
This Form 10-K/A amends the Registrant's Annual Report on Form 10-K for the year
ended December 31, 2001 and is being filed to reflect amendments to Item 11 and
14.
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CHICAGO BRIDGE & IRON COMPANY N.V. AND SUBSIDIARIES
PART III
ITEM 11. EXECUTIVE COMPENSATION
Information appearing under "Executive Compensation" in the Company's 2001 Proxy
Statement is incorporated herein by reference.
The Summary Compensation Table on page 11 of the Company's 2001 Proxy Statement
is amended with respect to Richard E. Goodrich to reflect that he was granted
options to purchase 946 shares in 2001, 33,596 shares in 2000 and 3,200 shares
in 1999.
In addition, footnote (3) to such table, on page 12 of the Company's 2001 Proxy
Statement, is amended with respect to Robert B. Jordan to reflect that he held
an aggregate of 11,787 restricted shares with a value of $314,713 at the end of
the last completed fiscal year, based on the NYSE composite closing price of
$26.70/share on December 31, 2001.
The Option/SAR Grants in Last Fiscal Year table on page 13 of the Company's 2001
Proxy Statement is amended by adding the following line and footnote:
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Individual Grants Grant Value Date
- -----------------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e) (f)
Number of
Securities
Underlying % of Total Options/
Options/SARs SARs Granted to Exercise or Grant Date
Granted Employees in Base Price Expiration Present
Name (# Shares) Fiscal Year ($/Share) Date Value ($)
- -----------------------------------------------------------------------------------------------------------------
Richard E. Goodrich (3) 600 0.5 34.10 6/01/11 8,982
- -----------------------------------------------------------------------------------------------------------------
(3) All options were granted at market value. Each option will terminate and
cease to be exercisable if the Participant's employment with the Company
terminates for any reason other than death, retirement, disability or dismissal
for the convenience of the Company (other than involuntary termination of
employment for willful misconduct or gross negligence). The options vest on June
1, 2008, but may vest on June 1, 2004 if the holder has held continuously until
such date certain shares of stock awarded as restricted shares. The estimated
grant date present value reflected in the previous table is determined using the
Black-Scholes model. The material assumptions and adjustments incorporated in
the Black-Scholes model in estimating the value of the options reflected in the
previous table include the following:
Exercise price on the options of $34.10 equal to the fair market value
of the underlying stock on the date of grant.
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An option term of ten years.
Interest rate of 5.28 percent that represents the interest rate on a
U.S. Treasury security on the date of grant with a maturity date
corresponding to that of the option term.
Volatility of 45.58 percent calculated using daily stock prices for the
three-year period prior to the grant date.
Dividends at the rate of $0.24 per share representing the annualized
dividends paid with respect to a share at the dates of each option
grant.
Reductions of approximately 11.53 percent for the grant to reflect the
probability of forfeiture due to termination prior to vesting, and
approximately 14.05 percent for the grant to reflect the probability of
a shortened option term due to termination of employment prior to the
option expiration date.
The following table is added to the Company's 2001 Proxy Statement on page 14
before the caption "Pension And Other Retirement Benefits":
LONG-TERM INCENTIVE PLANS - AWARDS IN LAST FISCAL YEAR
In 2001, under the Incentive Plans, restricted stock was awarded.
(a) (b) (c)
Performance
Number of or Other
Shares, Units Period Until
Or Other Maturation
Name Rights (#) or Payout
- --------------------------------------------------------------------------------
Gerald M. Glenn 7,393 (1)
Stephen P. Crain 2,330 (1)
Robert B. Jordan 3,270 (1)
Richard E. Goodrich 0
Robert H. Wolfe 1,470 (1)
(1) The restricted stock vests in three equal installments starting in
February, 2002.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
Financial Statements
The following consolidated financial statements and Report of Independent Public
Accountants previously incorporated by reference under Item 8 of Part II of this
report are herein incorporated by reference.
Report of Independent Public Accountants
Consolidated Statements of Income - For the years ended December 31,
2001, 2000 and 1999
Consolidated Balance Sheets - As of December 31, 2001 and 2000
Consolidated Statements of Cash Flows - For the years ended December
31, 2001, 2000 and 1999
Consolidated Statements of Changes in Shareholders' Equity - For the
years ended December 31, 2001, 2000 and 1999
Notes to Consolidated Financial Statements
Financial Statement Schedules
Supplemental Schedule V - Valuation and Qualifying Accounts and Reserves for
each of the years ended December 31, 2001, 2000 and 1999 can be found on page 31
of this report.
Schedules, other than the one above, have been omitted because the schedules are
either not applicable or the required information is shown in the financial
statements or notes thereto previously incorporated by reference under Item 8 of
Part II of this report.
Quarterly financial data for the years ended December 31, 2001 and 2000 is shown
in the Notes to Consolidated Financial Statements previously incorporated by
reference under Item 8 of Part II of this report.
The Company's interest in 50 percent or less owned affiliates, when considered
in the aggregate, does not constitute a significant subsidiary; therefore,
summarized financial information has been omitted.
Exhibits
The Exhibit Index on page 32 and Exhibits being filed are submitted as a
separate section of this report.
Reports on Form 8-K
5
We filed current reports on Form 8-K during the three months ended December 31,
2001.
We filed a report on Form 8-K on November 1, 2001. Under Item 5 (Other Events),
we reported that on October 25, 2001, the U.S. Federal Trade Commission
announced its decision to file an administrative complaint challenging our
February 2001 acquisition of certain assets of the Engineered Construction
Division of PDM. We also issued a press release dated November 1, 2001
announcing our results of operations for the third quarter ended September 30,
2001. Exhibits required were included under Item 7.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Chicago Bridge & Iron Company N.V.
/s/ Richard E. Goodrich
---------------------------------------
By: Chicago Bridge & Iron Company B.V.
Its: Managing Director
Richard E. Goodrich
Managing Director
(Principal Financial Officer)
Date: May 31, 2002
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EXHIBIT INDEX
3 (1) Amended Articles of Association of the Company (English
translation)
4.1 (2) Specimen Stock Certificate
10.1 (2) Form of Indemnification Agreement between the Company and its
Supervisory and Managing Directors
10.2 (3) The Company's Annual Incentive Compensation Plan
10.3 (4) The Company's 1997 Long-Term Incentive Plan As amended
September 1, 1998
10.4 (3) The Company's Deferred Compensation Plan
10.5 The Company's Management Defined Contribution Plan As amended
September 1, 1999 (7)
(a) Agreement between the Company and Gerald M. Glenn
dated September 1, 1999 (7)
(b) Agreement between the Company and Timothy J. Wiggins
dated September 1, 1999 (7)
(c) Amended Agreement between the Company and Gerald M.
Glenn dated February 21, 2002 (13)
10.6 (3) The Company's Excess Benefit Plan
10.7 (2) Form of the Company's Supplemental Executive Death Benefits
Plan
10.8 (2) Employment Agreements Including Special Stock-Based, Long-Term
Compensation Related to the Common Share Offering between the
Company and Certain Executive Officers
10.9 (6) Form of Amended Termination Agreements between the Company and
Certain Executive Officers
10.10 (2) Separation Agreement
10.11 (2) Form of Amended and Restated Tax Disaffiliation Agreement
10.12 (2) Employee Benefits Separation Agreement
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10.13 (2) Conforming Agreement
10.14 (3) Employment Agreement Letters between the Company and Robert B.
Jordan
10.16 (4) The Company's Supervisory Board of Directors Fee Payment Plan
10.17 (4) The Company's Supervisory Board of Directors Stock Purchase
Plan
10.18 (9) The Chicago Bridge & Iron 1999 Long-Term Incentive Plan As
amended December 15, 2000.
10.19 (5) The Company's Incentive Compensation Program
10.20 (6) The Company's Equity Forward Purchase Contract
10.21 Revolving Credit Facility Agreement dated September 30, 1999
(7)
(a) Termination Notice dated November 28, 2000 (9)
10.22 Revolving Credit Facility Agreement dated December 1, 2000
(a) Amendment No. 1 dated February 6, 2001 (8)
(b) Amendment No. 2 dated March 26, 2001 (10)
(c) Amendment No. 3 dated April 30, 2001 (10)
10.23 (9) Change of Control Severance Agreements between the Company and
certain Executive Officers
10.23a (11) Waiver to Certain Sections of Change of Control Severance
Agreements between the Company and Certain Executive Officers
10.24 (12) Senior Executive Relocation Loan Agreement between the Company
and Certain Executive Officers.
(a) Agreement between the Company and Gerald M. Glenn
dated September 13, 2001
(b) Agreement between the Company and Stephen P. Crain
dated September 13, 2001
(c) Agreement between the Company and Robert B. Jordan
dated September 13, 2001
(d) Agreement between the Company and Robert H. Wolfe
dated September 13, 2001
13 (13) Portion of the 2001 Annual Report to Shareholders
21 (13) List of Significant Subsidiaries
23 (1) Consent and Report of the Independent
Public Accountants
99 (13) Letter to Securities and Exchange Commission regarding
Arthur Andersen
- ----------------------
(1) Filed herewith
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(2) Incorporated by reference from the Company's Registration Statement on
Form S-1 (File No. 333-18065)
(3) Incorporated by reference from the Company's 1997 Form 10-K dated March
31, 1998
(4) Incorporated by reference from the Company's 1998 Form 10-Q dated
November 12, 1998
(5) Incorporated by reference from the Company's 1999 Form 10-Q dated May
14, 1999
(6) Incorporated by reference from the Company's 1999 Form 10-Q dated
August 13, 1999
(7) Incorporated by reference from the Company's 1999 Form 10-Q dated
November 12, 1999
(8) Incorporated by reference from the Company's Form 8-K dated January 18,
2000
(9) Incorporated by reference from the Company's 2001 Form 10-K dated March
29, 2001
(10) Incorporated by reference from the Company's Form 10-Q dated May 15,
2001
(11) Incorporated by reference from the Company's Form 10-Q dated August 14,
2001
(12) Incorporated by reference from the Company's Form 10-Q dated November
14, 2001
(13) Incorporated by reference from the Company's 2002 Form 10-K dated April
1, 2002
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