SCHEDULE 13D/A
(Rule 13d-101)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Under the Securities Exchange Act of 1934
Amendment No. 7
Chicago Bridge & Iron Company N.V.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value NLG .01
--------------------------------------------------------------------------------
(Title of Class of Securities)
N19808109
-------------------------------------------------------------
(CUSIP Number)
Richard E. Blohm, Jr., 1415 Louisiana Street, Suite 3000, Houston,
Texas 77002 (713) 739-6500
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
July 2, 2003
--------------------------------------------------------------------------------
(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)
------------------- ----------------------------
CUSIP No. N19808109 SCHEDULE 13D Page 2 of 8 Pages
------------------- ----------------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wedge Engineering B.V.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Netherlands
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 2,000,000
-----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
-----------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 2,000,000
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,000,000
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
Approximately 4.4%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
--------------------------------------------------------------------------------
*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.
2
------------------- ----------------------------
CUSIP No. N19808109 SCHEDULE 13D Page 3 of 8 Pages
------------------- ----------------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Issam M. Fares
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Lebanon
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 2,000,000
-----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
-----------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 2,000,000
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,000,000
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
Approximately 4.4%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------------
*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.
3
------------------- ----------------------------
CUSIP No. N19808109 SCHEDULE 13D Page 4 of 8 Pages
------------------- ----------------------------
This Amendment No. 7 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, May 2, 2002 and July 11, 2003 (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 June 26, 2003, WEDGE Engineering entered into an underwriting
agreement (the "Underwriting Agreement") with Credit Suisse First Boston LLC,
Banc of America Securities LLC, Lehman Brothers Inc., BMO Nesbitt Burns Corp.,
First Albany Corporation, Hibernia Southcoast Capital and Sanders Morris Harris,
Inc. (collectively, the "Underwriters") providing for, among other things, the
sale of 1,705,528 shares of Common Stock (the "Offered Securities") to the
Underwriters by WEDGE Engineering at price of $20.662 per share. The
Underwriters resold the Offered Securities to the public at $21.75 per share.
The transaction closed on July 2, 2003.
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. 7 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 from Credit Suisse First Boston LLC at Eleven Madison
Avenue, Prospectus Department, New York, New York, 10010-3629.
4
------------------- ----------------------------
CUSIP No. N19808109 SCHEDULE 13D Page 5 of 8 Pages
------------------- ----------------------------
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 2,000,000 shares
of Common Stock of the Issuer, which represents approximately
4.4% of the outstanding Common Stock (based upon 45,456,725
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 2,000,000 shares of Common Stock of the Issuer, which
represents approximately 4.4% of the outstanding Common Stock
(based upon 45,456,725 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 WEDGE Engineering and Mr. Fares ceased to be a
beneficial owner of more than five percent of the Common Stock
on July 2, 2003.
5
------------------- ----------------------------
CUSIP No. N19808109 SCHEDULE 13D Page 6 of 8 Pages
------------------- ----------------------------
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 June 26, 2003, WEDGE Engineering entered into the Underwriting
Agreement relating to the sale of the Offered Securities to the Underwriters at
$20.662 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 LLC or Banc of America Securities LLC. 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.
On March 19, 2003, WEDGE Engineering and the Issuer amended the
Shareholder Agreement, dated as of December 28, 2000 and as previously amended
on February 7, 2001, to lower the threshold for exercising WEDGE Engineering's
remaining demand and piggyback registration rights to 4% of the issued and
outstanding shares of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 of the Original Statement is hereby amended to add the following
exhibit:
99.9 Underwriting Agreement dated as of June 26, 2003 among WEDGE
Engineering B.V., a Netherlands company with its statutory seat in
Amsterdam, First Reserve Fund VIII, L.P., Gerald M. Glenn, the Issuer,
and the several underwriters named in Schedule B thereto.
99.10 Amendment No. 2 to Shareholder Agreement dated as of March 19, 2003
among WEDGE Group Incorporated, the Issuer and certain shareholders of
the Issuer (incorporated by reference to Exhibit 4.3 of the Issuer's
Form 10-K for the fiscal year ended December 31, 2002).
6
------------------- ----------------------------
CUSIP No. N19808109 SCHEDULE 13D Page 7 of 8 Pages
------------------- ----------------------------
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 2, 2003.
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.
--------------------------
Richard E. Blohm, Jr.
Attorney-in-Fact
ISSAM M. FARES
By: /s/ Richard E. Blohm, Jr.
--------------------------
Richard E. Blohm, Jr.
Attorney-in-Fact
7
------------------- ----------------------------
CUSIP No. N19808109 SCHEDULE 13D Page 8 of 8 Pages
------------------- ----------------------------
EXHIBIT INDEX
99.9 Underwriting Agreement dated as of June 26, 2003 among WEDGE
Engineering B.V., a Netherlands company with its statutory seat in
Amsterdam, First Reserve Fund VIII, L.P., Gerald M. Glenn, the Issuer,
and the several underwriters named in Schedule B thereto.
99.10 Amendment No. 2 to Shareholder Agreement dated as of March 19, 2003
among WEDGE Group Incorporated, the Issuer and certain shareholders of
the Issuer (incorporated by reference to Exhibit 4.3 of the Issuer's
Form 10-K for the fiscal year ended December 31, 2002).
8