OR'GINAL

In the Matter of

CHICAGO BRIDGE & IRON COMPAN N.V. )

a foreign corporation Public Version

CHICAGO BRIDGE & IRON COMPAN

a corporation

Docket No. 9300

PITT-DES MOINES, INC.,

a corporation.

RESPONDENTS' MOTION FOR IN CAMERA TREATMENT OF MATERIAL

PREVIOUSLY DESIGNATED AS CONFIDENTIAL

Respondents 1 file this Motion for 

In Camera Treatment of Material Previously

Designated as Confidential pursuant to Rule 3.45(b) of the Federal Trade Commission

FTC") Rules of Practice, 16 C.F.R. 93.45(b). 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 infonnation.

INTRODUCTION

On June 20, 2005, Complaint Counsel in this action fied its Response to CB&I

Respondents' Furher Briefing on Specific Remedy Issues (the "Response ). Complaint

Counsel's Response included material that CB&I included in its In Camera version of the

brief to which Complaint Counsel was responding, and which CB&I had previously

designated as highly confidential. Complaint Counsel requested that their Opposition be

placed temporarly under seal pursuant to Commission Rule 4. 1 O(g), 16 C. R. 94. 10(g),

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

Company are referred to herein collectively as "Respondents" or "CB&I."
in order to afford Respondents the opportnity to seek a protective order for in camera

treatment of this material. Respondents now do so.

The material in question concerns (

That proposal

contained confidential, sensitive infonnation regarding CB&l's business , the disclosure of

which would substantially har CB&l's current operations. See Exhibit A.

See

Declaration of David Bordages, attached hereto at Exhibit A ("Bordages Declaration

As such, CB&I requests that the material be treated as highly confidential and remain on

file under seal.

II.

THE LEGAL STANDAR

Rule 3.45 governs in camera treatment of materials, stating that material shall be

placed in camera only after finding that its public disclosure would likely result in a

clearly defined, serious injur to the person, parership or corporation requesting 

camera treatment." 16 C. R. 93.45(b). The rule also indicates the FTC decisions which

ariculate the standard for placing materials in camera. See HP. Hood Sons, Inc. , 58

C. 1184, 1188 (1961); see also General Foods Corp. 95 F. C. 352, 355 (1980);

Bristol-Myers Co. 90 F. C. 455 456 (1977). According to this authority, applicants for

in camera treatment must make a "clear showing that the infonnation concerned 
suffciently secret and sufficiently material to their business that disclosure would result

in serious competitive injury. General Foods Corp. 95 F. C. at 355.

Moreover, the Commission has established six factors to consider in detennining

whether an in camera applicant has made a sufficient showing: (1) the extent to which

the infonnation is known outside the pary s business; (2) the extent to which the

infonnation is known by employees and others involved in the party s business; (3) the

extent of measures taken by the pary to guard the secrecy of the infonnation; (4) the

value of the infonnation to the pary and its competitors; if the infonnation is old, a

greater burden is placed on the pary to demonstrate its value; (5) the amount of effort or

money expended by the pary in developing the infonnation; and (6) the ease or difficulty

with which the infonnation could be properly acquired or duplicated by others. BristolMyers Co. 90 F. C. at 456. In addition

, 

(tJhe loss of business advantage is a good

example ofa 'clearly defined, serious injur.

Hoechst Marion Roussel, Inc. 2000 F.

LEXIS 138 at *6 (citing General Foods 95 F. C. at 355).

III.

THE MATERIAL AT ISSUE MEETS THE LEGAL STANDAR FOR 

CAMERA TREATMENT - PUBLIC DISCLOSURE OF THE INFORMTION

WOULD RESULT IN A CLEARY DEFINED. SERIOUS INJURY TO CB&I

Those portions of the instant motion, Exhibit A hereto, and Complaint Counsel's

Response at page 7, the first full paragraph of page 13, a portion of the last paragraph of

page 14, and Attachment B thereto, all as designated by Complaint Counsel as

Temporarily Under Seal Pursuant to Rule 4. 1O(g), should be afforded in camera

treatment. The public disclosure of this infonnation would damage CB&l's business by

revealing (

) Competitors who are privy to (
) wil have a competitive advantage

over CB&I

) In fact, infonnation of this

nature is some of the most sensitive that CB&I maintains.

Moreover, this infonnation meets the six criteria set forth by the Commission for

use in evaluating the need for in camera treatment. First, this infonnation is not known

publicly outside of CB&l's business. See Bordages Declaration. Second, within CB&l's

business this infonnation is known to only a handful of high level executives. See id.

Third, CB&I has taken all due precautions to safeguard the confidential natue of this

infonnation, including filing the infonnation in camera. See id. Fourh, this infonnation

is of great value to CB&I, as it represents (

See id.

See id. Finally, this is the type of infonnation that CB&I would not

allow to be obtained by anyone outside of its organzation and which could not be

duplicated by anyone outside of CB&I. See id.

IV.

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 detennined. See 16 C.F.R. 93.45(b). When in camera treatment

is granted for ordinary business records, as opposed to trade secrets or other sensitive
technical infonnation, it is typically extended for two to five years. See e.g., In re E.I Du

Pont de Nemours Co. 97 F. C. 116 (Jan. 21 , 1981). Accordingly, CB&I requests that

the material at issue here be granted in camera treatment for five years. Previously in

this action, similar competitive infonnation has been granted in camera treatment for a

period of five years or more. See, e.

g., 

Order Granting Respondents' Motions for 

Camera Treatment, Januar 8, 2003; Order Granting Respondents' Renewed Motion for

In Camera Treatment of Certain Exhibits, December 3, 2002.

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

granting in camera treatment for those portions of the instant motion, Exhibit A hereto

and Complaint Counsel's Response at page 7 , the first full paragraph of page 13, a portion

of the last paragraph of page 14, and Attachment B thereto, all as designated 

Complaint Counsel as Temporarly Under Seal Pursuant to Rule 4. 10(g), that have been

redacted in the public record, for a period of five years.

Dated: June 30, 2005

Cliffo . Aton on

SKADDEN, ARs, SLATE, MEAGHER & FLOM LLP

4 Times Square

New York, NY 10036-6522

Telephone No. : 212-735-2644

Facsimile No. : 917-777-2644

Charles W. Schwarz

SKADDEN, ARs, SLATE, MEAGHER & FLOM LLP

1600 Smith, Suite 4400

Houston, TX 77002-7348

Telephone No. : 713-655-5160

Facsimile No. : 888-329-2286

ATTORNYS FOR RESPONDENTS

CHICAGO BRIGE & IRON COMPAN N.

AN CHICAGO BRIGE & IRON COMPAN
CERTIFICATE OF SERVICE

, Sara L. Bensley, hereby certify that on June 30, 2005, true and correct

copies of the foregoing Respondents ' Motion for In Camera Treatment of Material

Previously Designated as Confidential 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.

Washington, D.C. 20580

One copy served by hand delivery upon each of:

Rhett R. Krlla, Esq.

Assistant Director

Bureau of Competition

Federal Trade Commission

601 New Jersey Avenue, N.

Room NJ-6120

Washington, D.C. 20001

Steven L. Wilensky, Esq.

Federal Trade Commission

601 New Jersey Avenue, N.

Room NJ-6120

Washington, D.C. 20001

a L. Bensley

UNITED STATES OF AMERICA

BEFORE THE FEDERA TRAE COMMISSION

In the Matter of

CHICAGO BRIDGE & IRON COMPAN N.

a foreign corporation

IDIGINAL

Public Version

CHICAGO BRIDGE & IRON COMPAN

a corporation,

Docket No. 9300

PITT-DES MOINES, INC.,

a corporation.

DECLARTION OF DAVID BORDAGES

I am a vice president of Chicago Bridge & Iron Company ("CB&I"

On June, 6, 2005 , CB&I filed its Furher Briefing on Specific

Remedy Issues ("CB&l's Brief"). Included in CB&l's Brief were alternative suggestions

for a divestiture package consistent with the Commission s findings (the "Alternative

Suggestions

On June 20, 2005, Complaint Counsel fied its

Response to CB&l's Brief. The Response contains references to the Alternative

Suggestions that, unless kept under seal, would disclose the confidential infonnation that

CB&I is seeking to protect.
CB&I designated the Alternative Suggestions as highly confidential

and redacted the Alternative Suggestions from the public document , seeking in camera

treatment of same.

CB&I considers the Alternative Suggestions as highly confidential

and extremely sensitive business infonnation, the release or publication of which would

substantially har CB&l's business.

To CB&l's knowledge, no one outside of CB&I and its counsel are

aware of the Alternative Suggestions prior to its inclusion in CB&l's Brief in camera

versIOn.

Only a small number of high level executives at CB&I are privy to

infonnation concerning the Alternative Suggestions. This infonnation constitutes a

highly confidential executive level strategy, and I would not casually discuss it even

within CB&I.

CB&I has taken, and continues to take, all due precautions to

safeguard the confidential natue ofthis infonnation.

Infonnation concernng the Alternative Suggestions, or any

discussion thereof, is of great value to CB&I because it concerns (
Information concerg the Alterative Suggestions is the type of

information that canot be duplicated outside of CB&I and which CB&I wil not allow

anyone outside of its business to obtain.

10. CB&I is particular1y concerned that the release of ths information

would disadvantage CB&I with respect to its compettors because jt would give

competitors mside infonnation concering (CB&J's business strtegies regarding

continued operations, and may provide competitors wUh the opportnity to raid

CB&I's employees, or to exploit the situation with customers of the water business.

I declare under penty of perjur under the laws of the United States of America

that the foregoing is tre and correct.

Executed on (p ho

David Bordages 
UNITED STATES OF AMERICA

BEFORE THE FEDERA TRAE COMMISSION

In the Matter of

CHICAGO BRIDGE & IRON COMPAN N.V. )

a foreign corporation Docket No. 9300

. CHICAGO BRIDGE & IRON COMPAN

a corporation,

PITT-DES MOINES, INC.,

a corporation.

PROPOSED ORDER GRATING RESPONDENTS' MOTION FOR

IN CAMERA TREATMENT OF MATERIAL PREVIOUSLY

DESIGNATED AS CONFIDENTIAL

Pursuant to Commission Rule 3.45(b), Respondents Chicago Bridge & Iron

Company N.V. and Chicago Bridge & Iron Company (collectively "CB&I") have filed a

Motion for In Camera Treatment of Material Previously Designated as Confidential

Respondents Motion ). It is hereby ordered that those portions of Respondents Motion

Exhibit A thereto, and Complaint Counsel's Response to CB&I Respondents ' Furher

Briefing on Specific Remedy Issues at page 7, the first full paragraph of page 13, a

portion of the last paragraph of page 14, and Attachment B thereto,- all as designated by

Complaint Counsel as Temporarly Under Seal Pursuant to Rule 4(10)(g), which were

redacted in the public record, shall be afforded in camera treatment for a period offive

years.

ORDERED:

Donald S. Clark

Secretary

Date: 2005
DIRECT DIAL

2 I 2-735-2644

DI RECT FAX

9 I 7-777-2644

SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP

FOUR TIMES SQUARE

NEW YORK 10036-6522

TEL: (212) 735-3000

FAX: (212) 735-2000

www.skadden. com

EMAIL ADDRESS

CARONSON(fSKADDEN . COM

June 30, 2005

BY HAND

Donald S. Clark

Secretary

Federal Trade Commission

6th Street & Pennsylvana Avenue, N.

Washington, D.C. 20580

RE: In the Matter of Chicago Bridge & Iron Company, et

Docket No. 9300

Dear Mr. Clark:

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

Bridge & Iron Company have filed today a Motion for In Camera Treatment of

Material Previously Designated As Confidential ("Respondents' Motion ), which

Respondents hereby request be placed under seal pursuant to Commission Rule

4. 1 O(g), 16 C. R. 9 4. 10(g). Respondents seek in camera treatment for material

submitted to the Commission in Complaint Counsel's Response to CB&I

Respondents' Furher Briefing on Specific Remedy Issues ("Complaint Counsel's

Response ), dated June 20, 2005, pursuant to Rule 3.45, 16 C.F.R. 93.45.

Respondents have also filed today, on the public record, a redacted

copy of Respondents' Motion that omits material that Respondents deem

confidential. Accordingly, Respondents fuher request that those redacted portions

of Respondents' Motion and Exhibit A thereto , as well as the redacted portions of

FIRM/AFFIL.IATE OFFICES

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ASHINGTON. D.

WILMINGTON

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Donald S. Clark

June 30, 2005

Page 2

Complaint Counsel's Response , be afforded in camera treatment pursuant to Rule

3.45.

Finally, please be advised that the copy of Exhibit A that is included

in this fiing is a facsimile copy. The original executed Exhibit A wil be submitted

under separate cover within 1-2 business days.

Very trly yours

cc: Rhett R. Krlla, Esq.

Enclosures