UNITED STATES OF AMERICA 

BEFORE FEDERAL TRADE COMMISSION 

1 

In the Matter of 1 

1 

CHICAGO BRIDGE & IRON COMPANY, N.V., 1 PUBLIC 

a loreign corporation, 1 

1 

CHICAGO BRIDGE & IRON COMPANY, 1 Docket No. 9300 

a corporation, and 1 

1 

PITT-DES MOINES, WC., 1 

a corporation. 1 

To: Commission 

COMPLAINT COUNSEL'S RESPONSE TO CB&I RESPONDENTS' 

APPLICATION FOR APPROVAL OF PROPOSED MONITOR TRUSTEE 

AND MONITOR TRUSTEE AGREEMENT 

Complaint Counsel submit this response to the May 26,2005, Application for Approval 

of Proposed Monitor Trustee and Monitor Agreement ("Monitor Trustee Application") filed by 

Respondents Chicago Bridge & Iron Company N.V. and Chicago Bridge & Iron Company 

(collectively, "CB&I Respondents") pursuant to the requirements of Paragraph I1 of the Final 

Order. 

In the Monitor Trustee Application, CB&I Respondents request that the Commission: (1) 

appoint Mr. Paul J. Varello, President of Commonwealth Engineering and Construction 

Company LLC ("Commonwealth"), to act as the Monitor Trustee; and (2) approve the Monitor 

Trustee Agreement related to Mr. Varello's service in such capacity. After consultation with 

staff of the Commission, CB&I Respondents retained Mr. Varello on April 14,2005, subject to 
Commission approval.' 

Complaint Counsel have interviewed Mr. Varello and reviewed his credentials and that of 

Commonwealtl~.' Based on Complaint Counsel's review and the representations made by Mr. 

Varello and CB&I Respondents, Complaint Counsel believe that Mr. Varello has the requisite 

experience to serve as a Monitor Trustee. In addition, Complaint Counsel's review has not 

revealed any conflict of interest of either a financial or personal nature that Complaint Counsel 

believe would inhibit Mr. Varello's ability to comply with his duties owed to the Commission 

and carry out his responsibilities as a Monitor Trustee under the Final Order in a fair, credible, 

and unbiased ma~ner.~ Accordingly, Complaint Counsel concur with CB&I Respondents' 

request that the Commission appoint Mr. Varello to act as the Monitor Trustee. 

Complaint Counsel have also reviewed the Monitor Trustee Agreement and believe it 

fully vests Mr. Varello with all rights and powers necessary to enable him effectively to monitor 

CB&I Respondents' compliance with the terms of the Final Order, consult with Commission 

staff, and report to the Commission regarding CB&I Respondents' compliance with the Final 

Order in a manner consistent with purposes of the Final Order, as required under Paragraph 

I Paragraph 1I.A became final on March 21,2005, and requires, inter alia, that 

"[wlithin thirty (30) days after tlus Order is final, Respondents shall retain a Monitor Trustee, 

acceptable to the Commission, to monitor Respondents' compliance. . . ." Accordingly, CB&I 

Respondents' retention of Mr. Varello, the proposed Monitor Trustee, occurred within the time 

prescribed under the Final Order. 

z See Commonwealth Engineering and Construction Web site at 

www.commonwealtheandc.com/aboutus.htm. 

3 Mr. Varello has exolained to Commission staff that he is acauainted with certain 

executives and employees of CB&I, in some cases having met them during overlapping periods 

of em~lovment at Fluor Corporation, but that his relationships with them are all "arms-length." A - A - See Monitor Trustee Application at Exhibit C. 
11.c.2." F~utliermore, the Monitor Trustee Agreement properly reflects the duties owed by the 

Monitor Trustee to tlie Commission in this capacity. It specifically states that the Monitor 

Trustee shall "cany out the duties and responsibilities of the Monitor Trustee pursuant to the 

terms of tlie Final Order and in a manner consistent with the Final Order, in consultation with the 

Commis~ion."~ The other provisions of the Monitor Trustee Agreement do not appear to 

circumscribe the Monitor Trustee's primary duty owed to the Commission. Moreover, the 

Agreement provides that any dispute between the Monitor Trustee and CB&I Respondents 

concerning CB&I Respondents' obligations under the Final Order may be submitted to the 

Commission's Compliance Division for resolution." Overall, it comports with the requirements 

for such an agreement under the Final Order. Accordingly, Complaint Counsel concur with 

CB&I Respondents' request that the Commission approve the related Monitor Trustee 

Agreement. 

4 Paragraph II.C.2. requires, inter- nlin, that: 

[wlithin ten (10) days after Commission's approval of the Monitor Trustee, 

Respondents shall execute an agreement that, subject to the approval of the 

commission, confers on the Monitor Trustee all the rights and powers necessary 

to permit the Monitor Trustee to monitor Respondents' compliance with the terms 

of tlus Order. . . . 

CB&I Respondents request that the Commission approve the Monitor Trustee in tandem with the 

Monitor Trustee Agreement. Accordingly, CB&I Respondents' execution of tlie Monitor Trustee 

Agreement is within the time prescribed under the Final Order. 

5 Monitor Trustee Agreement fi 2. 

6 Monitor Trustee Agreement 11 17. 

3 
DATED: June 3,2005 

Respectfully submitted, 

Rhett R. Krulla 

Elizabeth A. Piotrowslci 

Naomi Liclcer 

David von Nirschl 

Counsel Supporting the Complaint 

Bureau of Competition 

Federal Trade Colnmission 

Washington, D.C. 20580 
CERTIFICATE OF SERVICE 

I hereby certify that I today caused: 

One original and twelve copies of Complaint Counsel's Response to CB&I Respondents' 

Application for Approval of Proposed Monitor Trustee and Monitor Trustee Agreement 

to be served, by hand delivery, and one copy to be served, by electronic mail, upon: 

Office of the Secretary 

Federal Trade Commission 

600 Pennsylvania Avenue, NW 

Waslungton, DC 20580 

And one copy to be served, by first-class mail, upon each of the following: 

Clifford H. Aronson 

Skadden, Arps, Slate, Meagher & Flom LLP 

Four Times Square 

New Yorlc, NY 10036-6522 

(212) 735-2644 

Charles W. Schwartz 

Slcadden, Arps, Slate, Meagher & Flom LLP 

1600 Smith, Suite 4400 

Houston, TX 77002-7348 

(713) 655-5160 

Counsel for Respondents Chicago Bridge & Iron Company N.V. and Chicago 

Bridge & Iron 

Jennifer L. Gray 

Robert M. Unger 

Brown Raysman Millstein Felder & Steiner LLP 

900 Third Avenue 

New Yorlc, NY 10022 

(212) 895-2130 

Counsel for Respondent Pitt-Des Moines, Inc. 

rm 

dadid von Nirschl IV 

Counsel Supporting the Complaint 

Dated: June 3,2005