CERTIFICATE OF SERVICE

I, Jeffrey J. VanHooreweghe, hereby certify that on July 21, 2005, true
and correct copies of the foregoing Motion for Jn Camera Treatment of Material
Previously Designated as Confidential in Respondents’ Further Briefing on Specific
Remedy Issues were served as follows:

One original and twelve copies served by hand delivery upon:

Donald S. Clark

Secretary

Federal Trade Commission
Room H-159

600 Pennsylvania Avenue, N.W.
Washington, D.C. 20580

One copy served by hand delivery upon each of:

Rhett R. Krulla, Esq.
Assistant Director

Bureau of Competition
Federal Trade Commission
601 New Jersey Avenue, N.W.
Room NJ-6120

Washington, D.C. 20001

Steven L. Wilensky, Esq.
Federal Trade Commission
601 New Jersey Avenue, N.W.
Room NJ-6120

ning



Til.

THE MATERIAL AT ISSUE SHOULD BE KEPT
IN CAMERA FOR A PERIOD OF FIVE YEARS

Once it is established that material deserves in camera treatment, the duration of

such treatment must be determined. See 16 C.F.R. § 3.45(b). For the reasons stated in

the First In Camera Motion, CB&I requests that the material at issue here be granted in

camera treatment for five years.

WHEREFORE, CB&I respectfully requests that the Commission enter an Order

granting in camera treatment for a period of five years for those portions of the Further

Briefing that CB&I previously designated as confidential.

Dated: July 21, 2005

La WA Lyrvoer f TY ‘a

Clifféfd H. Aronson

SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
4 Times Square

New York, NY 10036-6522

Telephone No.: 212-735-2644

Facsimile No.: 917-777-2644

Charles W. Schwartz

SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
1600 Smith, Suite 4400

Houston, TX 77002-7348

Telephone No.: 713-655-5160

Facsimile No.: 888-329-2286

ATTORNEYS FOR RESPONDENTS
CHICAGO BRIDGE & IRON COMPANY N.V.
AND CHICAGO BRIDGE & IRON COMPANY


UNITED STATES OF AMERICA
BEFORE THE FEDERAL TRADE COMMISSION

“TRADE COMM,
BN veo ooouuents 5)

Ss
(s
JUL 2 1 2005

In the Matter of

CHICAGO BRIDGE & IRON COMPANY N.V. Scone

a foreign corporation,

Docket No. 9300

CHICAGO BRIDGE & IRON COMPANY
a corporation, PUBLIC

PITT-DES MOINES, INC.,
a corporation.

eer SH SSS SLY

RESPONDENTS' MOTION FOR IN CAMERA TREATMENT OF
MATERIAL PREVIOUSLY DESIGNATED AS CONFIDENTIAL IN
RESPONDENTS' FURTHER BRIEFING ON SPECIFIC REMEDY ISSUES

Respondents' file this Motion for Jn Camera Treatment of Material Previously
Designated as Confidential in Respondents' Further Briefing on Specific Remedy Issues
(the "Motion for Jn Camera Treatment") pursuant to Rule 4.10(g) of the Federal Trade
Commission ("FTC") Rules of Practice, 16 C.F.R. § 4.10(g). Respondents respectfully
request that the Commission enter a protective order directing in camera treatment for
certain material containing highly confidential and sensitive CB&I business information.

I.
BACKGROUND OF INSTANT MOTION

On June 6, 2005, Respondents filed their Further Briefing on Specific Remedy
Issues (the "Further Briefing") with certain portions designated as confidential pursuant
to Rule 4.10(g)(2). In doing so, Respondents interpreted Rule 4.10(g)(2) to mean that the

portions designated as confidential would be treated as nonpublic material and, further,

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

Company are referred to herein collectively as "Respondents" or "CB&I."


that the Commission would not disclose such material to the public without first
affording Respondents an opportunity to seek an appropriate in camera order.

Subsequently, on June 20, 2005, Complaint Counsel filed its Response to CB&I
Respondents’ Further Briefing on Specific Remedy Issues ("Complaint Counsel's
Response"). Complaint Counsel's Response was filed (temporarily) under seal pursuant
to Rule 4.10(g) insofar as it referenced material from Respondents! Further Briefing that
had been designated by Respondents as confidential. Respondents then had an
opportunity to seek an appropriate in camera order pursuant to Rule 4.10(g), and on June
30, 2005, Respondents filed their Motion for Jn Camera Treatment of Material
Previously Designated as Confidential ("First In Camera Motion"). Consistent with
Respondents’ interpretation of Rule 4.10(g), the First In Camera Motion requested in
camera treatment of certain portions of Complaint Counsel's Response but did not
request in camera treatment for the underlying portions of Respondents’ own Further
Briefing that already had been designated as confidential.

On July 5, 2005, Complaint Counsel filed a Response to Respondents' Motion for
In Camera Treatment, which brought to Respondents’ attention an alternative
interpretation of Rule 4.10(g). According to Complaint Counsel, a party's designation of
material as confidential is not sufficient to ensure in camera treatment of that material.
Complaint Counsel suggested that Respondents file a motion for in camera treatment of
those portions of the Further Briefing that had been designated as confidential.
Complaint Counsel also stated that they "do not object to in camera treatment of those
portions of the Further Briefing that CB&I filed under seal on June 6, 2005, provided

CB&I file a timely motion for in camera treatment thereof." In a telephone conversation


on July 12, 2005, Complaint Counsel confirmed to Respondents that Complaint Counsel
did not object to in camera treatment of the material designated as confidential in
Respondents! Further Briefing.

Out of an abundance of caution, Respondents file this Motion for In Camera
Treatment at Complaint Counsel's suggestion to ensure that materials Respondents
previously designated as confidential are afforded in camera treatment by the
Commission.”

I

THE MATERIAL AT ISSUE MEETS THE LEGAL STANDARD FOR IN
CAMERA TREATMENT - PUBLIC DISCLOSURE OF THE INFORMATION

WOULD RESULT IN A CLEARLY DEFINED, SERIOUS INJURY TO CB&I

The material in question concerns CB&I's alternative proposal for a divestiture
package consistent with the Commission's findings. For the reasons stated in
Respondents' First In Camera Motion, that proposal contained confidential, sensitive
information regarding CB&I's business, the disclosure of which would substantially harm
CB&I's current operations. Therefore, CB&I requests that the material be treated as

highly confidential and remain on file under seal.

2 In filing this Motion for In Camera Treatment, Respondents do not adopt

Complaint Counsel's interpretation of Rule 4.10(g), nor do Respondents waive any rights
to seek an appropriate protective or in camera order to protect against the disclosure of
material designated by Respondents as confidential.