SCHEDULE 13D/A
(Rule 13d-101)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Under the Securities Exchange Act of 1934
Amendment No. 6
Chicago Bridge & Iron Company N.V.
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(Name of Issuer)
Common Stock, par value NLG .01
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(Title of Class of Securities)
N19808109
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(CUSIP Number)
Richard E. Blohm, Jr., 1415 Louisiana Street, Suite 3000,
Houston, Texas 77002 (713) 739-6500
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
July 8, 2002
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SEC 1746 (12-91)
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CUSIP No. N19808109 SCHEDULE 13D Page 2 of 7 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wedge Engineering B.V.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Netherlands
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7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 1,852,764
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
0
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10 SHARED DISPOSITIVE POWER
1,852,764
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,852,764
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 8.6%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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CUSIP No. N19808109 SCHEDULE 13D Page 3 of 7 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Issam M. Fares
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Lebanon
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7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 1,852,764
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
0
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10 SHARED DISPOSITIVE POWER
1,852,764
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,852,764
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 8.6%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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CUSIP No. N19808109 SCHEDULE 13D Page 4 of 7 Pages
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This Amendment No. 6 to the statement on Schedule 13D, originally filed on
January 8, 2001 and amended on February 14, 2001, December 10, 2001, March 6,
2002, March 15, 2002 and May 2, 2002 (the "Original Statement"), is filed by
WEDGE Engineering B.V., a Netherlands company ("WEDGE Engineering"), and Issam
M. Fares and relates to the Common Stock, par value NLG .01 per share (the
"Common Stock"), of Chicago Bridge & Iron Company N.V., a Company organized
under the laws of the Netherlands ("Issuer"), to supplement certain information
set forth the Original Statement. Unless amended or restated, the Original
Statement remains in effect. Unless otherwise indicated, each capitalized term
used but not defined herein shall have the meaning assigned to such term in the
Original Statement.
ITEM 4. PURPOSE OF TRANSACTION.
The text of Item 4 of the Original Statement is hereby amended by adding
the following:
On July 1, 2002, WEDGE Engineering entered into an underwriting
agreement (the "Underwriting Agreement") with Credit Suisse First Boston
Corporation, Bear Stearns & Co. Inc. and Lehman Brothers Inc. (collectively,
the "Underwriters") providing for the sale of 2,000,000 shares of Common
Stock (the "Offered Securities") to the Underwriters by WEDGE Engineering at
price of $25.65 per share. The Underwriters resold the Offered Securities to
the public at $27.00 per share. The transaction closed on July 8, 2002.
Prior to the closing of the offering, WEDGE Engineering had two designees
serving on the Issuer's Supervisory Board pursuant to the terms of the
Shareholders Agreement dated as of December 28, 2000 and as amended on February
7, 2001. Such designees automatically resigned upon the closing of the offering.
A registration statement relating to the Offered Securities has been filed
with the Securities and Exchange Commission and has been declared effective.
This Amendment No. 6 to Schedule 13D shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of the Offered
Securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any
such State. The offering is being made only by means of a prospectus. A written
prospectus meeting the requirements of Section 10 of the Securities Act of 1933
may be obtained, when available, from Credit Suisse First Boston Corporation at
Eleven Madison Avenue, Prospectus Department, New York, New York, 10010-3629.
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CUSIP No. N19808109 SCHEDULE 13D Page 5 of 7 Pages
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The text of Item 5 is hereby deleted in its entirety and the following
substituted therefor:
(a) As set forth herein, WEDGE Engineering owns 1,852,764 shares of
Common Stock of the Issuer, which represents approximately 8.6% of
the outstanding Common Stock (based upon 21,654,371 shares of Common
Stock outstanding after the offering described in Item 4, as
represented by the Issuer). See Items 3 and 4.
As set forth herein, Mr. Fares may be deemed to beneficially own
1,852,764 shares of Common Stock of the Issuer, which represents
approximately 8.6% of the outstanding Common Stock (based upon
21,654,371 shares of Common Stock outstanding after the offering
described in Item 4, as represented by the Issuer). See Items 3
and 4.
(b) Mr. Fares may be deemed to beneficially own and thereby share
voting and dispositive power over the shares of Common Stock
described herein which are held by WEDGE Engineering. See Item 2.
(c) Except as described in the Schedule 13D, neither WEDGE Engineering,
nor to the best of WEDGE Engineering's knowledge, Mr. Issam M. Fares
has effected any transaction in the Common Stock during the past 60
days.
(d) Not applicable.
(e) Each of Farinvest, Ltd. and Farinvest N.V. ceased to be a
beneficial owner of more than five percent of the Common Stock on
or before December 28, 2000.
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CUSIP No. N19808109 SCHEDULE 13D Page 6 of 7 Pages
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
The text of Item 6 of the Original Statement is hereby amended by adding
the following:
On July 1, 2002, WEDGE Engineering entered into the Underwriting Agreement
relating to the sale of the Offered Securities to the Underwriters at $25.65 per
share. Pursuant to the terms of the Underwriting Agreement, WEDGE Engineering
agreed, from the date of the Underwriting Agreement to 90 days after the date of
the public offering of the Offered Securities, not to offer, sell, contract to
sell, pledge or otherwise dispose of, directly or indirectly, any additional
shares of securities of the Issuer or securities convertible into or
exchangeable or exercisable for any shares of securities of the Issuer, enter
into a transaction that would have the same effect, or enter into any swap,
hedge or other arrangement that transfers, in whole or in part, any of the
economic consequences of ownership of such securities of the Issuer, whether any
such aforementioned transaction is to be settled by delivery of securities, in
cash or otherwise, or publicly disclose the intention to make any such offer,
sale, pledge or disposition, or to enter into any transaction, swap, hedge or
other arrangement, without the prior written consent of Credit Suisse First
Boston Corporation. During such period, WEDGE Engineering will not make any
demand for or exercise any rights with respect to the registration of any
securities of the Issuer or any security convertible into or exercisable or
exchangeable for securities of the Issuer. The foregoing restrictions do not
prohibit transfers to affiliates of WEDGE Engineering who agree in writing to be
bound by this restriction. The Underwriting Agreement contains additional
customary terms and conditions. The foregoing description of the Underwriting
Agreement is qualified in its entirety by reference to the text of such
agreement, which is filed as an exhibit to this Schedule 13D and is incorporated
by reference herein. See also Item 4.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 of the Original Statement is hereby amended to add the following
exhibit:
99.8 Underwriting Agreement dated July 1, 2002 among Wedge
Engineering, William H. White, the Issuer and Credit Suisse First
Boston Corporation, Bear Stearns & Co. Inc. and Lehman Brothers
Inc.
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CUSIP No. N19808109 SCHEDULE 13D Page 7 of 7 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Dated: July 10, 2002.
WEDGE ENGINEERING B.V.
By: Minefa Holding, B.V.,
its Managing Director
By: Issam M. Fares,
its Managing Director
By: /s/ Richard E. Blohm, Jr.
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Richard E. Blohm, Jr.
Attorney-in-Fact
ISSAM M. FARES
By: /s/ Richard E. Blohm, Jr.
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Richard E. Blohm, Jr.
Attorney-in-Fact
EXHIBIT INDEX
99.8 Underwriting Agreement dated July 1, 2002 among Wedge
Engineering, William H. White, the Issuer and Credit Suisse First
Boston Corporation, Bear Stearns & Co. Inc. and Lehman Brothers
Inc.