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FORM 10-Q
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarterly period ended June 30, 1997
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: NONE
Principle Executive Office:
P.O. Box 74658
1070 BR Amsterdam
The Netherlands
31-20-664-4461
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Robert H. Wolfe, Esq.
Chicago Bridge & Iron Company
1501 North Division Street
Plainfield, Illinois 60544
(815) 439-6000
(Address, including zip code, and telephone number, including area code, of
registrant's agent for service)
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
--- ---
The number of shares outstanding of a single class of common stock as of
June 30, 1997 - 12,517,552
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CHICAGO BRIDGE & IRON COMPANY N.V. AND SUBSIDIARIES
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
Page
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Consolidated Financial Statements
Statements of Income
Three Months Ended June 30, 1997 and 1996
Six Months Ended June 30, 1997 and 1996 3
Balance Sheets
June 30, 1997 and December 31, 1996 4
Statements of Cash Flows
Six Months Ended June 30, 1997 and 1996 5
Notes to Consolidated Financial Statements 6
Management's Discussion and Analysis of
Results of Operations and Financial Condition 9
PART II. OTHER INFORMATION 12
SIGNATURE PAGE 13
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CHICAGO BRIDGE & IRON COMPANY N.V. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT SHARE DATA)
THREE MONTHS SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
1997 1996 1997 1996
Revenues $ 160,349 $ 160,789 $ 310,745 $ 300,510
Cost of revenues 141,828 143,099 275,878 267,087
--------- --------- --------- ---------
Gross profit 18,521 17,690 34,867 33,423
Selling and administrative expenses 11,123 11,255 22,340 21,500
Management Plan charge - - 16,662 -
Other operating income (112) (520) (303) (679)
--------- --------- --------- ---------
Income (loss) from operations 7,510 6,955 (3,832) 12,602
Interest expense (1,296) (1,481) (2,625) (2,552)
Other income (expense) 466 (150) 864 148
--------- --------- --------- ---------
Income (loss) before taxes and minority interest 6,680 5,324 (5,593) 10,198
Income tax expense (benefit) 1,987 1,387 (3,374) 2,658
--------- --------- --------- ---------
Income (loss) before minority interest 4,693 3,937 (2,219) 7,540
Minority interest in income (loss) (81) 750 (18) 1,983
--------- --------- --------- ---------
Net income (loss) $ 4,774 $ 3,187 $ (2,201) $ 5,557
========= ========= ========== =========
Net income (loss) per common share (1) $ 0.38 N/A (2) $ (0.18) N/A (2)
Weighted average common shares outstanding (1) 12,517,552 N/A 12,517,552 N/A
Dividends on common shares
Amount $751 N/A $751 N/A
Per share $ 0.06 N/A $ 0.06 N/A
(1) Net income (loss) per common share and the average common shares
outstanding for 1997 are presented as if the Offering and the
Reorganization, hereinafter defined, had occurred at the beginning
of the year.
(2) Net income (loss) per common share is not presented for 1996 as the
Reorganization had not taken place. Giving effect to the Offering and the
Reorganization as if each had occurred at the first day of the year, net
income per common share would have been $0.25 for the three months ended
June 30, 1996 and $0.44 for the six months ended June 30, 1996.
The accompanying Notes to Consolidated Financial Statements are an integral
part of these financial statements.
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CHICAGO BRIDGE & IRON COMPANY N.V. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
JUNE 30, DECEMBER 31,
ASSETS 1997 1996
Current assets
Cash and cash equivalents $ 31,173 $ 11,864
Accounts receivable, net of allowance for doubtful
accounts of $2,900 in 1997 and $3,047 in 1996 105,221 101,675
Contracts in progress with earned revenues
exceeding related progress billings 72,896 79,782
Assets held for sale 4,522 5,374
Other current assets 5,219 7,364
-------- --------
Total current assets 219,031 206,059
-------- --------
Assets held for sale - 5,118
Property and equipment 118,599 107,875
Goodwill 18,783 19,027
Other non-current assets 13,771 13,417
-------- --------
Total assets $370,184 $351,496
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Notes payable $ 3,301 $ 3,114
Accounts payable 35,275 24,804
Accrued liabilities 45,406 44,513
Contracts in progress with progress billings
exceeding related earned revenues 43,441 34,727
Payable to former Parent Company - 6,008
Income taxes payable 3,153 4,440
-------- --------
Total current liabilities 130,576 117,606
-------- --------
Long-term debt 53,000 53,907
Minority interest in subsidiaries 6,679 7,428
Other non-current liabilities 78,478 81,809
-------- --------
Total liabilities 268,733 260,750
-------- --------
Shareholders' equity
Common stock; NLG .01 par value, 50,000,000 authorized
shares; 12,517,552 issued and outstanding shares 74 -
Common stock; $1 par value, 1,000 authorized shares;
1,000 issued and outstanding shares - 1
Additional paid-in capital 94,606 79,958
Retained earnings 8,610 11,562
Cumulative translation adjustment (1,839) (775)
-------- --------
Total shareholders' equity 101,451 90,746
-------- --------
Total liabilities and shareholders' equity $370,184 $351,496
======== ========
The accompanying Notes to Consolidated Financial Statements are an integral
part of these financial statements.
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CHICAGO BRIDGE & IRON COMPANY N.V. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<Capton>
SIX MONTHS
ENDED JUNE 30,
1997 1996
Cash flows from operating activities
Net income (loss) $(2,201) $ 5,557
Adjustments to reconcile net income to net cash provided by
operating activities
Management Plan charge 16,662 -
Depreciation and amortization 8,117 8,559
(Increase)/decrease in deferred income taxes (6,474) 1,743
Gain on sale of fixed assets (1,128) (679)
Change in operating assets and liabilities (see below) 20,895 (1,839)
------- -------
Net cash provided by operating activities 35,871 13,341
------- -------
Cash flows from capital investment activities
Proceeds from sale of fixed assets and assets held for sale 9,718 2,719
Capital expenditures (18,801) (5,218)
------- -------
Net cash used in capital investment activities (9,083) (2,499)
------- -------
Cash flows from financing and shareholder activities
Advance to former Parent Company (6,008) (6,911)
Increase/(decrease) in notes payable 187 (858)
Net repayment of long-term debt to former Parent Company (53,907) -
Net borrowings under Revolving Credit Facility 53,000 -
Dividends paid (751) -
------- -------
Net cash used in financing and shareholder activities (7,479) (7,769)
------- -------
Increase in cash and cash equivalents 19,309 3,073
Cash and cash equivalents, beginning of the period 11,864 12,850
------- -------
Cash and cash equivalents, end of the period $31,173 $15,923
======= =======
Change in operating assets and liabilities
(Increase)/decrease in receivables, net $(3,546) $ 7,137
(Increase)/decrease in contracts in progress, net 15,600 (420)
(Increase)/decrease in other current assets 2,145 (2,590)
Increase/(decrease) in accounts payable & accrued liabilities 11,364 (9,519)
Decrease in payable to former Parent Company - -
Increase/(decrease) in income taxes payable (1,287) 6,097
Other, net (3,381) (2,544)
------- -------
Total $20,895 $(1,839)
======= =======
The accompanying Notes to Consolidated Financial Statements are an integral
part of these financial statements.
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CHICAGO BRIDGE & IRON COMPANY N.V. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1997
(IN THOUSANDS, EXCEPT SHARE DATA)
1. ORGANIZATION AND INITIAL PUBLIC OFFERING
Unaudited Interim Financial Statements
The accompanying unaudited consolidated financial statements for Chicago Bridge
& Iron Company N.V. and Subsidiaries (the "Company") have been prepared
pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures, normally included in
financial statements prepared in accordance with generally accepted accounting
principles, have been condensed or omitted pursuant to such rules and
regulations, although the Company believes that the disclosures are adequate to
make the information presented not misleading. The accompanying unaudited
interim consolidated financial statements should be read in conjunction with
the full year consolidated financial statements and notes thereto included in
the Company's Registration Statement, filed on Form S-1 (No. 333-18065), as
amended.
In the opinion of the Company, all adjustments necessary to present fairly the
financial position of the Company and the results of its operations and cash
flows for the period then ended have been included. The results of operations
for such interim periods are not necessarily indicative of the results for the
full year.
Common Share Offering
In December, 1996, the Company filed a registration statement with the
Securities and Exchange Commission for an initial public offering of a majority
of the Company's common shares (the "Offering"). In March, 1997, the Company
completed the Offering of 11,045,941 shares of Common Stock at $18.00 per
share. The Company did not receive any proceeds from the Offering, but
incurred $2,000 of the offering costs. These shares of Common Stock are traded
on the New York and Amsterdam Stock Exchanges.
Reorganization
At December 31, 1996, Chicago Bridge & Iron Company and Subsidiaries ("CB&I")
was a wholly owned subsidiary of Chi Bridge Holdings, Inc. ("Holdings"),
which in turn was a wholly owned subsidiary of Praxair, Inc. ("Praxair") In
March, 1997, Holdings effected a reorganization (the "Reorganization")
whereby Holdings transferred the business of CB&I to Chicago Bridge & Iron N.V.
("CB&I N.V."), a corporation organized under the laws of The Netherlands. This
Reorganization did not affect the carrying amounts of CB&I's assets and
liabilities, nor result in any distribution of their cash or other assets to
Praxair. The consolidated balance sheet as of June 30, 1997 reflects the
Reorganization. CB&I N.V.'s only transaction for the year ended December 31,
1996 was a $59 original investment in exchange for common stock and additional
paid-in capital. The consolidated balance sheet as of December 31, 1996 and
the
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consolidated income statement and statement of cash flows for the period ended
June 30, 1996 include the amounts of CB&I prior to the Reorganization.
2. LONG-TERM DEBT
Through April 2, 1997, the Company's cash requirements were funded by Praxair
through the long-term debt account. Interest was payable to Praxair at 7%
per annum. Also, approximately $22,000 of letters of credit were outstanding
at June 30, 1997 related to the Company's insurance program, and are guaranteed
by Praxair. In addition, the Company had $2,050 of letters of credit
outstanding related to the Company's insurance program.
On April 2, 1997, the Company, The Chase Manhattan Bank and a syndicate of
other banks entered into a five year senior, unsecured competitive advance and
revolving credit facility (the "New Revolving Credit Facility"). Maximum
availability under the New Revolving Credit Facility is $100,000 for the first
three years and $50,000 thereafter. The Company initially borrowed $75,000
thereunder to repay the long-term debt to Praxair as of April 2, 1997. The
unused available committed amounts under the New Revolving Credit Facility will
be available for general corporate purposes, including working capital, letters
of credit and other requirements of the Company. Revolving credit loans are
available at interest rates based upon the lenders' alternate base rate or a
spread ranging from 0.325% to 0.875% (based on the Company's debt coverage
ratio) over LIBOR or on a competitive bid basis. At June 30, 1997 the weighted
average interest rate was 6.41%. Letters of credit may be issued, subject to a
$35,000 sublimit, on either a committed or competitive bid basis and expire
one year after issuance, unless otherwise provided. The New Revolving Credit
Facility will terminate on April 2, 2002.
The New Revolving Credit Facility contains certain restrictive covenants
regarding tangible net worth, interest coverage and leverage ratios, and
capital expenditures, among other restrictions. The company was in compliance
with all covenants at June 30, 1997.
On June 30, 1997, the Company deposited $14,000 in an irrevocable trust. These
funds were invested in a U.S. Treasury Fund maturing on July 2, 1997 to be
applied to borrowings under the New Revolving Credit Facility on that date;
accordingly, long-term debt at June 30, 1997 was reduced by this amount to
$53,000.
3. INCOME TAXES
Prior to the Reorganization, the consolidated amount of current and deferred
tax expense was allocated among the members of the Praxair group using the
pro-rata method, which assumed the Company's taxes would be filed as part of
Praxair's consolidated return. In conjunction with the Offering, the Company
became a stand alone entity and, therefore, subsequent to March 26, 1997 the
consolidated amount of current and deferred tax expense will be calculated
using a separate return approach. The separate return approach is not expected
to result in significant adjustments to the tax accounts.
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The Company had a net deferred tax asset before valuation allowance of $33,902
and $27,544 at June 30, 1997 and December 31, 1996, respectively. The
increase in the deferred tax assets is a result of the tax benefit associated
with the Management Plan charge (Note 4). The net deferred tax asset at
June 30, 1997 and December 31, 1996 was reduced by a valuation allowance of
$27,155.
4. THE MANAGEMENT PLAN
The Company established the Chicago Bridge & Iron Management Defined
Contribution Plan (the "Management Plan") in early 1997. The Management Plan is
not qualified under Section 401(a) of the Internal Revenue Code ("the Code") and
each participant's account shall be treated as a separate account under Section
404(a) (5) of the Code. The number of initial participants is seventy-one. The
designation of the Management Plan's participants, the amount of Company
contributions to the Management Plan and the amount allocated to the individual
participants were determined by the Company's Management Board. The allocation
to the participant's individual accounts occurs concurrently with the Company's
contributions. Management Plan shares will vest as determined by the vesting
provisions of the plan. Upon vesting, the distribution of the balance held in
the individual participant's account can be distributed at the election of the
participant. Forfeitures of Management Plan shares under the provisions of the
Management Plan will be reallocated to the other Management Plan participants.
Upon consummation of the Offering, the Company made a contribution to the
Management Plan in the form of 925,670 Common Shares having a value of $16,662.
Accordingly, the Company recorded expense of $16,662 ("Management Plan Charge")
in the three months ended March 31, 1997.
5. STOCK OPTIONS
In conjunction with the Offering, the Company reserved 1,251,755 Common Shares
for issuance under the long-term incentive compensation plan (the "Incentive
Plan") adopted by the Company's Delaware subsidiary, Chicago Bridge & Iron
Company ("Bridge"). In conjunction with the Offering, Bridge granted 513,348
options to purchase Common Shares (the "Options") at an exercise price equal to
the initial offering price of $18.00 per common share. The Options are
exercisable after April 2, 2000 at the earliest subject to achievement of a
cumulative earnings per share for the three year period from 1997 through 1999
of at least $6.25 per Common Share (excluding the $16,662 Management Plan
charge discussed in Note 4 above), or if not achieved, on any succeeding April
2 if such goal, compounded an additional 15% per year, is achieved as of the
end of the fiscal year then ended preceding such April 2 date, and if never so
achieved, then automatically after nine years from their date of grant. The
Incentive Plan has a life of five years for the purpose of making grants or
awards. As of June 30, 1997, net of forfeitures, 749,702 Common Shares
remained available for issuance under the Incentive Plan.
To value the Options, the Company applied the intrinsic value approach under
Accounting Principles Board (APB) Opinion No. 25, "Accounting for Stock Issued
to Employees." The Company has adopted the disclosure-only provisions of
Statement of Financial Accounting Standards (SFAS) No. 123, "Accounting for
Stock Based Compensation." Accordingly, no compensation expense has been
recognized for the stock option plans.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION
The following discussion and analysis should be read in conjunction with the
consolidated financial statements and accompanying notes.
RESULTS OF OPERATIONS
Revenues for the second quarter of 1997 were $160.3 million compared with
$160.8 million in the second quarter of 1996. For the first six months of
1997, revenues of $310.7 million were 3.4% greater than the $300.5 million
earned in the first half of 1996. Revenues earned outside North America for the
first six months of 1997 were approximately 53% of the total revenues compared
with 48% for the comparable period of 1996.
Although the Company continues to experience increased competition for
available work in North America and increased pressure from North
American-based competitors seeking work in Central and South America,
world-wide new business taken during the second quarter of 1997 was strong,
increasing 40% to $182.5 million compared with $130.2 million in the same
period last year. For the six months ended June 30, 1997, new business taken
of $388.1 million was 16% greater than the $334.3 million reported in the first
half of 1996. Over 60% of the new business taken during the six months was for
contracts awarded outside of North America.
Backlog at June 30, 1997, increased $74.5 million to $560.2 million compared
with a backlog of $485.7 million at December 31, 1996 and was $61.7 million or
12.4% higher than the $498.5 million backlog reported at June 30, 1996. As a
result, the Company anticipates revenues will continue to increase at least for
the next several quarters. The rate of revenue growth for the remainder of
1997 and into 1998 is dependent not only on the amount of additional new
business taken during 1997, but the timing with which the Company puts work in
place during the current year.
Gross profit for the three months ended June 30, 1997, amounted to $18.5
million or 11.6% of revenues compared with $17.7 million or 11.0% in the prior
year quarter. For the six month period, gross profit increased by $1.4 million
to $34.9 million or 11.2% of revenues compared with $33.4 million or 11.1% for
the comparable period of 1996. Start-up costs related to the expansion of the
Company's Houston, Texas facility and the implementation of new computer
systems were more than offset by the favorable geographic and product mix of
contracts in progress.
Selling and administrative expenses increased to $22.3 million (7.2% of
revenues) from $21.5 million (7.2% of revenues) in the six months of 1996. The
increase in selling and administrative expense is a result of increased
administrative expenses required as an independent company.
As reported earlier this year, the Company recorded a one-time, non-cash
Management Plan charge of $16.7 million ($10.1 million net of tax) related to
the contribution of common shares to a management compensation program in
connection with the Company's recent initial public offering. The objective of
this plan is to align executive compensation with shareholder value. Other
operating income for the six months ended June 30, 1997 includes a $1.1 million
gain from the sale of assets, primarily from the sale of the Cordova, Alabama
manufacturing facility, substantially offset by $0.8 million increase in
litigation reserves.
Income from operations for the second quarter of 1997 was $7.5 million compared
with $7.0 million in the second quarter of 1996. For the first six months of
1997, the Company incurred a loss from operations of $3.8 million. Excluding
the one-time, non-cash Management Plan charge, income
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from operations was $12.8 million for the six months ended June 30, 1997,
compared with $12.6 million in the six months ended June 30, 1996. For the
first six months of 1997, $4.0 million of estimated cost savings from the
Restructuring Program have been significantly offset by $3.0 million of
anticipated incremental stand-alone and employee benefit costs. Anticipated
cost savings from the Restructuring Program are currently expected to exceed
the stand-alone costs for the remainder of 1997.
Interest expense was $2.6 million for both the six months of 1997 and the
comparable period of 1996. Other income (expense) consists primarily of
interest earned on cash balances at foreign subsidiaries and investment income
and losses.
For the six months ended June 30, 1997, income tax expense decreased $6.1
million to a net income tax benefit of $3.4 million compared with income tax
expense of $2.7 million in the prior year six months. The decrease in income
tax expense between periods is mostly attributable to the decrease in the
taxable income as a result of the one-time, non-cash Management Plan charge.
Excluding the Management Plan charge, income tax expense would have been $3.2
million for the first half of 1997.
Minority interest in income decreased for both the three and six months of 1997
compared with 1996. This was mainly due to lower contract volume and
profitability of the Company's less than 100% owned consolidated entities
operating in Asia and the Middle East. The Company believes this situation to
be cyclical in nature and anticipates improvement in the near future.
Net income for the three months ended June 30, 1997, was $4.8 million or $0.38
per share. The net loss for the six months ended June 30, 1997 was $2.2
million or $0.18 per share. Excluding the Management Plan charge, net income
for the six month period would have been $7.9 million or $0.63 per share
compared with net income of $5.6 million for the same period of 1996. Giving
effect to the Offering and the Reorganization as if each had occurred at the
first day of the year, net income per share for the three months and six months
ended June 30, 1996 would have been $0.25 and $0.44, respectively.
FINANCIAL CONDITION
For the six months ended June 30, 1997, the Company generated cash from
operations of $35.9 million. Cash generated was primarily the result of
increased net income, excluding the one-time, non-cash Management Plan charge
and lower working capital requirements.
Capital expenditures for the six months ended June 30, 1997 were $18.8 million.
Such capital expenditures were used primarily for modifications to the
Company's Houston, Texas facility,field equipment and information technology
and systems development. During the six months, the Company realized $9.7
million in proceeds from the sale of assets, primarily from the sale of the
Cordova, Alabama and Fort Erie, Canada manufacturing facilities.
The Company was a subsidiary of CBI Industries, Inc. ("Industries") when
Industries was acquired by Praxair during the first quarter of 1996. On
December 19, 1996, Industries merged into Praxair. As a subsidiary of both
Industries and Praxair, the Company has participated in corporate cash
management systems. Liquidity required for or generated from the business was
handled through this system. As part of the Praxair acquisition, $55 million
of acquisition related indebtedness was assumed by the Company. During 1996
and throughout the first quarter of 1997, Praxair had received from or
advanced funds to the Company to fund its working capital and capital
expenditure requirements. In early 1997, the Company entered into a revolving
credit facility with a syndicate of banks which has a maximum availability of
$100 million for three years, to be reduced to $50 million for two years
thereafter (including up to $35 million for letters of credit). In April,
1997, the Company borrowed $75 million under this credit facility to refinance
its long-term debt to Praxair and to fund its own corporate cash management
system. During the second quarter, the Company made substantial progress in
generating cash from operating activities, ending the quarter with $31 million
in cash and $53 million of long-term debt.
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Furthermore, in the ordinary course of business, the Company obtains
performance bonds and letters of credit from insurance companies and banks,
which support the Company's performance obligations under contracts to
customers. As of June 30, 1997, there were no material changes to these
obligations compared to the amount at December 31, 1996.
Management anticipates that by utilizing cash generated from operations and
funds provided under the New Revolving Credit Facility, the Company will be
able to meet its working capital and capital expenditure needs for at least the
next 24 months.
The information contained herein includes certain forward-looking statements,
including revenue growth and funding of working capital and capital expenditure
need, that involve a number of risks and uncertainties. Actual events or
results may differ materially from the Company's expectations. In addition to
matters described herein, operating risks, risks associated with fixed price
contracts, fluctuating revenues and cash flow and competitive pressures, as
well as risk factors listed from time to time in the Company's SEC reports
(including, but not limited to its Registration Statement on Form S-1 (No.
333-18065), as amended), may affect the actual results achieved by the Company.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
There have been no material developments in the legal proceedings described in
the Company's Registration Statement on Form S-1 (No. 333-18065), as amended.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
27. Financial Data Schedule
(b) Reports on Form 8-K
The Company did not file a current report on Form 8-K during the
three months ended June 30, 1997.
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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 thereunto duly authorized.
Chicago Bridge & Iron Company N.V.
/s/ Timothy J. Wiggins
---------------------------------------
By: Chicago Bridge & Iron Company B.V.
Its: Managing Director
Timothy J. Wiggins
Managing Director
(Principal Financial Officer)
Date: August 13, 1997
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