UNTED STATES OF AMERICA

BEFORE THE FEDERA TRAE COMMISSION

----------------------------------------------------------------------- x In the Matter of : Docket Number 9300

CHICAGO BRIGE & IRON COMPAN N.

a foreign corporation

CHICAGO BRIGE & IRON COMPAN

a corporation

PITT DES MOINS INC.

a corporation

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PITT-DES MOINES, INC. SUPPLEMENTAL BRIEFING ON

COMPLAINT COUNSEL'S MOTION FOR CLARFICATION

Respondent Ironbridge Corp., fonnerly known as Pitt-Des Moines, Inc. ("Pitt-Des

Moines ), by and through its counsel, Brown Raysman Milstein Felder & Steiner LLP ("Brown

Raysman ), fies this supplemental brief in fuher response to the Order of the Federal Trade

Commission (the "Commission ) issued March 15, 2005 (the "Order ), requesting briefing on

Complaint Counsel' s Petition for Reconsideration to Clarfy Respondents' Obligations as to the

Pitt-Des Moines and Chicago Bridge & Iron Company corporate names ("Counsel' s Petition to

Clarfy"). Pitt Des Moines fied its initial briefmg in response to the Order on or about April 6

2005 (the "PDM Briefing

To the extent not otherwise defined herein, capitalized term are intended to have the same meanings as those set

form in the PDM Briefing.
Shortly thereafter, the Commission submitted a reply (the "Reply i in which it

concluded that:

Respondents should be required to divest and convey the PDM name and

marks to an Acquiror on a pennanent and exclusive basis. We fuher

believe that CB & I should be required to grant a license for the use of its

name and marks to an Acquiror to the extent necessar to achieve the

purpose of, and to ensure compliance with, the final order, including, if

necessar, granting a license on a transitional basis to the purchaser ofthe

Divested Business. Finally, we believe the language we have proposed in

the Proposed Order Modifyng Order would accomplish these objectives.

PDM seeks leave to submit this memorandum to clarfy its position with respect

to the feasibility of granting a transitional license that would allow a purchaser of Chicago

Bridge & Iron Company assets to use the Pitt-Des Moines name, and setting forth any

consequences of granting such a license.

Complaint Counsel' s conclusion suggests that PDM possesses the unettered

ability to license the PDM name and marks to an Acquiror. As explained in detail in the PDM

Briefing, PDM' s ability to convey the PDM name and marks is subject to a varety of conditions

and third-pary consents. In that document, PDM stated unequivocally that while it might be

wiling, for fair compensation, to convey its name and mark, there are third paries whose

cooperation and consent would be required, and that because of existing agreements, no

exclusivity could be provided. Furher, given certain possible ambiguities in pre-existing

agreements, certain third paries such as PDM Bridge may take the view that that the language in

the agreements between PDM and PDM Bridge is intended to convey the entire mark and name

to PDM Bridge. Accordingly, PDM Bridge may take the position that it is the real pary in

2 On May 10, 2005, the Commssion issued an Order request inter alia CBI to submit fuher testimony regarding

assets that would be necessary to the conduct of the Relevant Business. That Order did not request any fuher

informtion from PDM.
interest, and might not be as wiling to extend a license to a potential competitor creating furter

marketplace identity confsion.

An order, such as the one proposed by Complaint Counsel would place PDM in

the untenable position of possibly requiring it to convey rights that it does not have and canot

secure. Whle PDM stands wiling to convey whatever rights it does possess, for fair

consideration, it reiterates that natue and scope of its rights are subject to certai thrd pary

rights and may be fuher subject to interpretation. Accordingly, PDM requests that any order

dealing with the conveyance or license ofthe PDM name or mark acknowledge the uncertain and

limited natue ofPDM' s rights and require it to convey, for fair consideration, only those rights

that it is capable of transferrng.

Dated: June 10, 2005

Respec fully submitted

Robert M. Unger

Jennfer L. Gray

Brown Raysman Milstein Felder & Steiner LLP

900 Thd Avenue

New York, New York 10022

Tel: (212) 895-2000

Fax: (212) 895-2900

Attorneys for Respondent

Ironbridge Corp. , fonnerly known as

Pitt-Des Moines, Inc.

BRMFSl 585829vl
CERTIFICATE OF SERVICE

I hereby certify that I today caused:

One original and twelve copies of Respondent Pitt-Des Moines, Inc. Supplemental Briefing on

Complait Counsel' s Motion for Clarfication by Federal Express and facsimile upon:

Offce of the Secretar

Federal Trade Commission

600 Pennsylvana Avenue, NW

Washington, DC 20580

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

Clifford H. Aronson

Skadden, Ars, Slate, Meagher & Flom LLP

Four Times Square

New York, New York 10036-6522

(212) 735-2644

Charles W. Schwarz

Skadden, Ars, Slate, Meagher & Flom LLP

1600 Smith, Suite 4400

Houston, TX 77002-7348

(713) 655-5160

David Von Nirschl

Federal Trade Commission

600 Pennsylvania Avenue, NW

Washington, DC 20580

Counsel for Respondents Chicago Bridge & Iron Company, N.

Dated: June 10, 2005

BRMFSI59292IvI