Certificate of Service
I hereby certify that a true and correct copy of the above and foregoing
Supplemental Motion For In-Camera Treatment of Confidential Testimony and Materials
has been served as follows:

Hon. D. Michael Chappell
Administrative Law Judge
600 Pennsylvania Avenue
N.W., Room H-104
Washington, D.C. 20580

April Tabor, Esq.

Steve Wilensby, Esq.
Rhett Krulla, Esq.

Merger II

Federal Trade Commission
Room 6143

601 New Jersey Avenue
Washington, D.C. 20001

Jeffrey Leon, Esq.

Greg J. Miarecki, Esq.

Winston & Strawn

35 West Wacker Drive

Chicago, Illinois 60601-9703

Attomey for Respondent

Chicago Bride & Iron Company, N.V., et al.

St

Raymond A. Suire

on this the 16" day of October, 2002.



voreosUs WED 1b:31 FAK ZUz 326 2655 FEDERAL ‘TRADE goos

OE-26-02 10:32 Fron- T-aTl) P0303 Fe2eg
Greg J. Miarecki, Esq.

Mike Franchak, Esq.

June 26, 2002

Page?

AGREED:

Greg J. Miarecki

Winston & Strawn

35 West Wacker Drive
Chicago, IL 60601
Telephone: (312) 558-5600
Facsimile: (312) 558-5700

Attomeys for Respondents
CHICAGO BRIDGE & IRON COMPANY, et al.
val
Received 06-26-02 15:35 From-202 326 2655 To- Page 03


ZCC SEEKS IN-CAMERA TREATMENT OF ITS CONFIDENTIAL AND
PROPRIETARY BUSINESS INFORMATION AND TRADE SECRETS ONLY
FOR A SHORT PERIOD OF TIME

ZCC seeks in-camera treatment of its confidential and proprietary business
information and trade secrets for only a three (3) year period of time from the filing of
this Supplemental Motion. ZCC is a private, not publicly traded corporation, and values
the sensitive information on revenues and profits, the identity and position of its officers,
our capabilities and other information provided to the parties in the spirit of cooperation
and with the understanding that such information would at all times not be shared by
anyone outside the attorney’s eyes boundary.

The information ZCC wishes to be treated in-camera is sufficiently secret and
sufficiently material to our business that disclosure would result in serious competitive
injury.

WHEREFORE PREMISES CONSIDERED, ZACHRY CONSTRUCTION
CORPORATION prays that this Commission GRANT in-camera treatment of the
specific sections of the deposition of Moon Fahel and attached materials as outlined
above for a period not to exceed three (3) years.

Respectfully submitted,

310 S. St. Mary’s Street, Suite 2600
San Antonio, Texas 78205
Telephone: (210) 258-2600
Facsimile: (210) 258-2699


SENT BY:937846 F727 25 BOG WESTIN:0A”S+ Zachry Const. Corp, i# 2/ 3

q
A Zachry Construction Corporation

Legal Deyarenant : Raymond A. Sure
Attorney at Law

June 26, 2002

Greg J. Miarecki, Esq. Via Facsimile No. (312) 558-5700

Winston & Strawn

35 West Wacker Drive

Chicago, [L 60601

Mike Franchok, Esq. ‘Via Facsimile No. (202) 326-2071
Federal Trade Commission
Washington D.C, 20580

Re: FIC v. Chicago Bridge & Iron Co, N-V., et al. (Docket 9300)

Gentiemen:

Pursuant to our past conversations regarding the possibility of sensitive business
information being divulged at the deposition of Moon Fabel to take place on June 28,
2002, we seck to obtain from you the following agreement:

The Parties to this deposition agree thut the deposition will be conducted
as a Restricted Confidential, Attorneys Eyes Only, FTC Docket No. 9300
Proceeding in accordance with the Protective Order Governing Discovery

Material dated March 5, 2002.
Thus, all of the deposition testimony, your notes and any communications by you

of the matters discussed at the deposition shall be restricted accordingly. Furthermore,

certain documents we will share with you are internal agreements between two privately
owned companies, as well as bid document information which is of a sensitive and
compotitive nature, we thercfore have redacted portions of the documents in order to

share them with you.

If you are in agreement with this document production under these terms, please
acknowledge same by signing below.-

Raymond 4 Suire

RASMep Exhibit

31D S, St. Mary's Street, Suite 2600 + San Aatonig, Texas 78205-3197 + (210) 258-2600 » FAX (210) 258-2699


UNITED STATES OF AMERICA
BEFORE FEDERAL TRADE COMMISSION

In the Matter of

Chicago Bridge & Iron Company N.V.,
a foreign corporation

Chicago Bride & Iron Company, Docket No. 9300

a corporation
and

Pitt Des-Moines, Inc.,
a corporation

OR WO? 0? COR WO? 10D LO? Ln COD Cr ton COD

SUPPLEMENTAL MOTION FOR IN-CAMERA TREATMENT OF
CONFIDENTIAL TESTIMONY AND MATERIALS

ZACHRY CONSTRUCTION CORPORATION (“ZCC”), Third-Party
Respondent in this matter, files this Supplemental Motion for In-Camera Treatment of
Confidential Testimony. and Materials in the above-captioned case.

Since filing its original motion for in-camera treatment of confidential testimony
and materials on September 18, 2002, the parties to this proceeding have provided ZCC
with the specific references to the deposition testimony of Moon Fahel and the exhibits
they wish to designate for purposes of the administrative trial. Furthermore, the
Commission, on motion of the parties, has extended the time for objections to be filed
with the Commission to October 17, 2002. ZCC therefore files this Supplemental Motion
for In-Camera Treatment of the specific testimony and exhibits described in more detail

below and for the following reasons show:

ISO
A 9263 Yo. ,


SENT BY: 937846 3-27-25 8:16; WESTIN:OS¥S Zachry Const. Corp. it 3/3

Greg J, Miarecki, Esq.
Mike Franchak, Esq.
June. Poa 2002

ZK

Greg nf

Winston £ $trawn

35 sn ‘ker Drive
Chicago, II} 60601
Telephone: (312) 558-5600
Facsimile: (312) 558-5700

Attorneys for Respondents
CHICAGO BRIDGE & IRON COMPANY, et al.

Mike Franchak


ZCC WILL SUFFER A CLEARLY DEFINED, SERIOUS INJURY
IF DISCLOSURE OF ITS CONFIDENTIAL AND PROPRIETARY BUSINESS
INFORMATION AND TRADE SECRETS ARE NOT GIVEN IN-CAMERA
TREATMENT

ZCC requests that the Commission grant in-camera treatment of line and page
number of Mr. Fahel’s deposition testimony from June 28, 2002, as follows:

Lines 13 through 25 of page 21;

Lines 14 through 20 of page 34;

Lines 13 through 25 of page 35;

Lines 1 through 25 of page 36; and

Lines 1 through 14 of page 37.
ZCC also requests that the Commission grant in-camera treatment of the following
Exhibit bates stamp numbers to Mr. Fahel’s deposition testimony from June 28, 2002, as

follows:

ZCC 000014 through 000020 and
ZCC 000030 through 000059.

ZCC respectfully requests in-camera treatment of the above named items because the
disclosure of this confidential and proprietary business information and trade secrets will
cause serious competitive injury in the market in which ZCC competes against Chicago
Bridge & Iron Corporation and Pitt Des-Moines, Inc Corporation (“CB&I”).

The Liquid Natural Gas market has only a small number of competitors who can
perform LNG construction in the field. ZCC has only recently entered into the LNG
market with its association with the French company Bouygues Offshore and SN
Technigaz. Despite its recent entry, when approached by both the attorneys for CB&I
and the FTC, ZCC nevertheless agreed to assist the parties with confidential business
information from ZCC only on the condition that all such information would be kept as

Restricted Confidential, Attorneys Eyes Only, FTC Docket No. 9300 Proceeding in



accordance with the Protective Order Governing Discovery Material dated March 5,
2002. See exhibit 1, Letter dated June 26, 2002, attached herein.

For example, during the deposition of Mr. Fahel, attorneys for the parties
attempted to elicit sensitive business information regarding which customers or
companies ZCC made presentations. After objection by counsel for ZCC, Mr. Kelley,
counsel for CB&I stated:

“We understand the sensitivity of some of this. And, you know, we can treat

answers to some of these questions as an in camera under seal part of the

transcript. I have no objection to that. In other words, really —I mean it’s
covered by the protective order anyway. But certainly no one at CB&I is
permitted to ever see what you’re testifying about anyway under the protective
order.”
Deposition of Moon Fahel, lines 13 through 20, page 21. Yet, the testimony that follows
Mr. Kelley’s statement above is exactly what CB&I seeks to use as evidence and make a
part of the permanent public record.

Another example are the exhibits bates stamped ZCC 000031 through 000059,
which contain a power point presentation to a customer of our confidential and
proprietary information to try and gain a winning bid on a recently available project in
Louisiana. This power point presentation is the sum of many hours of work by both ZCC
and its associates at Bouygues Offshore and SN Technigaz. This proprietary information
was gathered at great expense, estimated by Mr. Fahel at the deposition to be $300,000 to
$400,000. These are not costs that will be re-couped, but are sunk costs to develop our
combined strategy to enter into the LNG market.

Furthermore, the information sought to be treated in-camera is very recent — not

even a year old. The association between ZCC and Bouygues Offshore likewise only

occurred very recently in the Summer of 2001.