UNITED STATES OF AMER 

BEFORE FEDERAL TRADE COM 

COMMISSIONERS: Timothy J. Muris, Chairman 

Mozelle W. Thompson 

Orson Swindle 

Thomas B. Leary 

Pamela Jones Harbour 

In the Matter of 

CHICAGO BRIDGE & IRON 

a foreign corporation, 

CHICAGO BRIDGE & IRON 

a corporation, and 

PITT-DES MOINES, INC., 

a corporation. 

1 

1 

COMPANY N.V., ) 

1 

COMPANY, 1 

Docket No. 9300 

) 

JOINT MOTION TO ACCEPT INTERIM CONSENT ORDER 

1. On December 4, 2003. Complaint Counsel filed and served on 

Respondents an Emergency Motion for Authorization to Seek Injunctive Relief to Preserve 

Provo Fabrication Plant as a Going Concern Pending Completion of Administrative Litigation. 

2. Complaint Counsel and Respondents have now agreed to an Interim 

Consent Order, which, if accepted by the Commission, would be effective until superseded by a 

final further Order of the Commission. 

3. Specifically, the proposed Interim Consent Order prevents Respondents 

from destroying, removing, wasting, deteriorating, selling, disposing of, transferring, or 

impairing the assets acquired in CB&I's Acquisition of PDM (the "Acquisition"). (Interim 

Consent Order at 7 1I.A). Further. in the ellent that Respondents decide to remove, sell, cease 

operations of, lease, assign, transfer, license, or otherwise dispose of any assets at its Provo, Utah 

fabrication facility, the proposed Interim Consent Order requires Respondents to notify the 
Secretary of the Commission, Complaint Counsel, and the Compliance Division sixty days 

before taking such action. In addition, the proposed Interim Consent Order requires Respondents 

to take such steps to notify its employees at the Provo fabrication facility that CB&I has no 

present intention of removing, selling, ceasing operations of, leasing, assignment, transferring, 

licensing, or otherwise disposing of the Provo fabrication facility. These steps shall include: 1) 

notifying its current employees at the Provo fabrication facility in writing that any outstanding 

notice to terminate their employment or suspend operations at the Provo facility is rescinded and 

that operations of that facility shall continue until further notice (consistent with CB&I's press 

release dated December 9,2003) (Ex. A); and 2) retract any notices made pursuant to the Worker 

Adjustment and Retraining (WARN) Act concerning the proposed temporary suspension of 

operations at the Provo facility. 

4. Respondents have agreed to comply with the Interim Consent Order from 

the date they signed the Consent Ayccment, and acceptance by the Commission of the proposed 

Interim Consent Order would obviate the relief requested in Complaint Counsel's Emergency 

Motion. Accordingly, Complaint Counsel withdraw the Emergency Motion filed December 4. 

2003 and Complaint Counsel and Respondents jointly ask that the Commission accept the 

attached Consent Agreement and issue the attached Interim Consent Order. 

DATE: December 12,2003 

Resoectfullv submitted. 

J. Robert Robertson 

Rhett R. Krulla 

Elizabeth A. Piotrowski 

Steven Wilensky 

Hector Ruiz 
Counsel Supporting the Con~plaint 

Bureau of Competition 

Federal Trade Commission 

Washington, D.C. 20580 /' (20;zg'4 

Duane M. 

Jeffrey 

Greg J. 

Winston & trawn 

35 West Wacker Drive 

Chicago, IL 60601-9703 

(312) 558-5600 (voice) 

(312) 558-5700 (fax) 

dkelley@winston.com 

jleon@vvinston.com 

gmiareck@winston.com 

Counsel for Respondents 

Chicago Bridge & Iron Company N.V. and 

Chicago Bridge & Iron Company 
Chicago Bridge & Iron Company N.V. Webcenter Page 1 of 1 

CB&I To Continue Operations At Provo Fabrication Plant 

THE WOODLANDS, Texas -- D~c. 9. 2003 -- CB&l (NYSE: CBI) today announced that its 

fabrication plant in Provo. Utah, will remain in operation. The Company had previously informed 

employees at the facility that operations would be suspended beginning in early 2004. The Provo 

facility fabricates steel components that are used in a variety of steel plate structures. 

. CB&I is a global specialty engineering, procurement and construction (EPC) company serving 

customers in several primaty end markets, including hydrocarbon exploration, production and 

refining; natural gas; water: and the energy sector in general. We offer a complete package of 

design, engineering, fabrication, construction and maintenance services. Our projects include 

hydrocarbon processing plants. LNG terminals and peak shaving plants, offshore structures, 

pipelines, bulk liquid terminals, water storage and treatment facilities, and other steel structures and 

their associated systems. Information about CB&I is available at wwwCBlepca~m. 

For Further Information Contact: 

Media: Bruce Steimle (832) 51 3-1 11 1 

Analysts: Marty Spake (832) 513-1245 
UNITED STATES OF AMERICA 

BEFORE FEDERAL TRADE COMMISSION 

COMMISSIONERS: Timothy J. Muris, Chairman 

Mozelle W. Thompson 

Orson Swindle 

Thomas B. Leary 

Pamela Jones Harbour 

In the matter of 

Chicago Bridge & Iron Company N.V., 

a foreign corporation, 

Chicago Bridge & Iron Company, 

a corporation, and 

Pitt-Dcs Moines, Inc., 

a corporation. 

(collectively, the "Respondents") 

I Docket No. 9300 

INTERIM CONSENT ORDER 

This matter having been heard by the Commission upon Respondents' and 

Complaint Counsel's stipulation that the following Interim Consent Order ("Order") be issued 

and be effective upon service pending the issuance of a Final Order and Opinion of the 

Commission in this matter, which is still forthcoming, 

IT IS HEREBY ORDERED: 

A. Respondents shall prevent the destruction, removal, wasting, deterioration, sale, 

disposition. transfer, or impairment of the PDM Assets, except in the ordinary course of 

business or for ordinary wear and tear. "PDM Assets" means all right, title, and interest 

in and to all assets, tangible or intangible, acquired by CB&I from PDM in the 

Acquisition, and any improvements or additions made to such assets by CB&I 

subsequent to February 7,2001; including but not limited to: 
1. All real property (including fee simple interests and real property 

leasehold interests), including, but not limited to, the fabrication facilities 

located at Provo, Utah; Clive, Iowa; and Warren, Pennsylvania; 

2. All personal property, including machinery and equipment; 

3. All inventories, stores, and supplies; 

4. All rights under any contract; including, but not limited to, any lease, 

customer contracts, supply agreement, sole-source arrangement, and 

procurement contract; 

5. All intellectual property; 

6. All governmental approvals, consents, licenses, permits, waivers, or other 

authorizations; 

7. All rights under warranties and guarantees, express or implied; 

8. All items of prepaid expense; and 

9. All hooks, records, and files (electronic and hard copy) relating to the 

foregoing. 

B. In the event that Respondents decide to remove, sell, cease operations of, lease, assign, 

transfer, license, or otherwise dispose of any assets, tangible or intangible, at its Provo, 

Utah fabrication facility, Respondents shall notify the Secretary, Complaint Counsel, and 

the Compliance Division not later than sixty (60) days before taking such action. 

Nothing herein shall be construed to preclude the Commission from seeking judicial 

relief, if warranted, to block such action. 

C. Respondents shall take such steps to notify its employees at the Provo fabrication facility 

that CB&I has no present intention of removing, selling, ceasing operations of, leasing, 

assigning, transferring, licensing, or otherwise disposing of the Provo fabrication facility. 

Such actions shall include: 

1. notifying its current employees at the Provo fabrication facility in writing that any 

outstanding notice to terminate their employment or suspend operations at the 

Provo facility is rescinded and that operations of the Provo facility shall continue 

until further notice, consistent with CB&I's press release dated December 9, 2003; 

2. retract any notices made pursuant to the Worker Adjustment and Retraining 

Notification (WARN) Act concerning the proposed temporary suspension of 

operations at the Provo facility. 
D. Nothing in this Order shall be interpreted to decide any issues or grant Respondents any 

authority as to any issues that are not expressly stated or addressed herein. 

IT IS FURTHER ORDERED that Respondents shall provide a copy of this Order to 

each of Respondents' officers, employees, or agents having managerial responsibility for any of 

Respondents' obligations under this Order, no later than five (5) days from the date this Order 

becomes final. 

By the Commission. 

SEAL 

ISSUED: 

Donald S. Clark 

Secretary 
UNITED STATES OF AMERICA 

BEFORE FEDERAL TRADE COMMISSION 

COMMISSIONERS: Timothy J. Muris, Chairman 

Mozelle W. Thompson 

Orson Swindle 

Thomas B. Leary 

Pamela Jones Harbour 

1 

In the matter of ) 

Chicago Bridge & Iron Company N.V., ) 

a foreign corporation, ) 

) Docket No. 9300 

Chicago Bridge & Iron Company, ) 

a corporation, and ) 

Pitt-Des Moines, Inc., 

a corporation. 

AGREEMENT CONTAINING CONSENT ORDER 

This Agreement Containing Consent Order ("Consent Agreement"), by and between 

Chicago Bridge & Iron Company N.V. and Chicago Bridge & Iron Company ("Respondents"), 

by their duly authorized officers and attorneys, and counsel in support of the complaint for the 

Federal Trade Commission ("Commission"), is entered into in accordance with the 

Commission's Rules governing consent order procedures. In accordance therewith the parties 

hereby agree that: 

1. Respondents have been served with a copy of the Complaint issued by the Commission in 

Docket No. 9300 charging them with violations of Section 7 of the Clayton Act, as 

amended, and Section 5 of the Federal Trade Commission Act, as amended, and have 

filed their Answer to the Complaint denying those charges but admitting the jurisdictional 

facts set forth therein. Nothing in this Agreement shall be interpreted as an admission of 

any wrongdoing as alleged in the Complaint. 

2. With respect to the attached Interim Consent Order ("Consent Order") only, Respondents 

waive: 

a. any further procedural steps; 

b. the requirement that the Commission's Consent Order attached hereto and made a 

part hereof, contain a statement of findings of fact and conclusions of law; 
c. all rights to seek judicial review or otherwise challenge or contest the validity of 

the Consent Order entered pursuant to this Consent Agreement; and 

d. any claim under the Equal Access to Justice Act. 

3. This Consent Agreement contemplates that, if it is accepted by the Commission, and if 

such acceptance is not subsequently withdrawn by the Commission pursuant to the 

provisions of Commission Rule 3.25(f), 16 C.F.R. 5 3.25(f), the Commission may, 

without further notice to Respondents: (1) issue this Consent Order, and (2) make 

information public with respect thereto. The Consent Order shall have the same force 

and effect, and may be altered, modified or set aside in the same manner and within the 

same time provided by statute for Commission orders. Nothing in this Agreement shall 

be interpreted as precluding Respondents from seeking a modification of this Consent 

Order pursuant to the Commission's Rules of Practice. The Consent Order shall become 

final upon service. Delivery of the Consent Order to Respondents by any means 

specified in Commission Rule 4.4(a), 16 C.F.R. § 4.4.(a), shall constitute service. 

Respondents waive any right they may have to any other manner of service. The 

Complaint may be used in construing the terms of the Consent Order, and no agreement, 

understanding, representation, or interpretation not contained in the Consent Order or the 

Consent Agreement may be used to vary or contradict the terms of the Consent Order. 

4. The Commission may issue the Consent Order simultaneously with or at any time after it 

accepts the Consent Agreement for public comment. 

5. By signing this Consent Agreement, Respondents represent and warrant that they can 

accomplish the full relief contemplated by the Consent Agreement and the attached 

Consent Order, and that all parents, subsidiaries, affiliates, and successors necessary to 

effectuate the full relief contemplated by this Consent Agreement and Consent Order are 

bound thereby as if they had signed this Consent Agreement and were made parties to 

this proceeding and to the Consent Order. 

6. Respondents have read the Consent Order contemplated hereby. Respondents understand 

that once the Consent Order has been issued, they may be required to file one or more 

conlpliance reports, as requested by the Bureau of Competition, showing that they have 

fully complied with the Consent Order. Respondents agree to comply with the Consent 

Order from the date they sign this Consent Agreement. Respondents further understand 

that they may be liable for civil penalties in the amount provided by law for each 

violation of the Consent Order after it becomes final. 

December 12,2003 Agreed to this date: 
UtL 11 dUUS 1:Ua k'M tK 

12-11-03 1l:Blam From-AYS FAX 

Counsel Supporting the Complaint 

Bureau of Competition 

Fed& Trade Commission 

Washinggo, DC. 20580 

I 

I 

Susan A. Ctelgbton 

Director 

'Bureau of Competition