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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
|X| ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
OR
| | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from _____________ to _____________
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
CHICAGO BRIDGE & IRON SAVINGS PLAN
c/o Chicago Bridge & Iron Company
1501 North Division Street
Plainfield, Illinois 60544
B. Name and issuer of the securities held pursuant to the plan and the
address of its principal executive office:
Chicago Bridge & Iron Company, N.V.
Polarisavenue 31
2132 JH Hoofdorp
The Netherlands
SIGNATURE
The Plan, Pursuant to the requirements of the Securities Exchange Act of
1934, the plan administrator has duly caused this annual report to be signed on
its behalf by the undersigned thereunto duly authorized.
Dated: June 23, 2000
CHICAGO BRIDGE & IRON SAVINGS PLAN
By: /s/ Robert G. Douglass
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CHICAGO BRIDGE & IRON
SAVINGS PLAN
Financial Statements and Supplemental Schedule
As of December 31, 1999 and 1998
Together With Auditors' Report
Employer Identification Number 06-1477022
Plan Number 001
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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Plan Administrator of the
Chicago Bridge & Iron Savings Plan:
We have audited the accompanying statements of net assets available for benefits
of the CHICAGO BRIDGE & IRON SAVINGS PLAN as of December 31, 1999 and 1998, and
the related statement of changes in net assets available for benefits for the
year ended December 31, 1999. These financial statements are the responsibility
of the Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1999 and 1998, and the changes in net assets available for Plan
benefits for the year ended December 31, 1999, in conformity with accounting
principles generally accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes is presented for the purpose of additional analysis and
is not a required part of the basic financial statements but is supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The supplemental schedule has been subjected to the auditing procedures
applied in the audits of the basic financial statements and, in our opinion, is
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
Arthur Andersen LLP
Chicago, Illinois
June 9, 2000
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CHICAGO BRIDGE & IRON
SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1999 AND 1998
(EMPLOYER IDENTIFICATION NUMBER 06-1477022, PLAN NUMBER 001)
1999 1998
------------ ------------
ASSETS:
Investments (Note 3) $199,188,429 $176,327,812
------------ ------------
Receivables-
Employer contribution 3,970,718 4,638,071
Participant contributions - 22,818
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Total receivables 3,970,718 4,660,889
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NET ASSETS AVAILABLE FOR BENEFITS $203,159,147 $180,988,701
============ ============
The accompanying notes to financial statements and supplemental
schedule are an integral part of these statements.
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CHICAGO BRIDGE & IRON
SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1999
(EMPLOYER IDENTIFICATION NUMBER 06-1477022, PLAN NUMBER 001)
ADDITIONS:
Additions to net assets attributed to-
Investment income-
Net appreciation in fair value of investments (Note 3) $ 14,403,470
Interest 197,083
Dividends 8,877,467
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Total investment income 23,478,020
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Contributions-
Participant 7,077,858
Employer 7,023,387
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Total contributions 14,101,245
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Total additions 37,579,265
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DEDUCTIONS:
Deductions from net assets attributed to-
Benefits paid to participants 15,401,294
Administrative expenses (Note 4) 7,525
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Total deductions 15,408,819
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Net increase 22,170,446
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 180,988,701
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End of year $ 203,159,147
=============
The accompanying notes to financial statements and supplemental
schedule are an integral part of these statements.
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CHICAGO BRIDGE & IRON
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
DECEMBER 31, 1999 AND 1998
(EMPLOYER IDENTIFICATION NUMBER 06-1477022, PLAN NUMBER 001)
1. DESCRIPTION OF THE PLAN AND INVESTMENT PROGRAM
The following describes the major provisions of the Chicago Bridge & Iron
Savings Plan (the "Plan") and provides only general information.
Participants should refer to the Plan document for a more complete
description of the Plan's provisions.
GENERAL
The Plan is a defined contribution plan in which designated employees of
Chicago Bridge & Iron Company and certain of its wholly owned subsidiaries
(the "Company") are eligible to participate in the Plan. The Plan is an
amendment and restatement, effective January 1, 1997, of the CBI 401(k)
Pay Deferral Plan, sponsored prior to that date by CBI Holdings, Inc., a
former affiliate of the Company. Effective January 1, 1997, that prior
plan was merged with the CBI Hourly Employees' Savings Plan, a plan
covering certain hourly paid employees of the Company. The merged plan was
renamed and restated, and became sponsored by the Company. The Plan is
subject to the provisions of the Employee Retirement Income Security Act
of 1974 ("ERISA").
T. Rowe Price Trust Company (the "Trustee") serves as trustee. The record
keeper for the Plan, under a contract with the Company, is T. Rowe Price
Retirement Plan Services, Inc ("RPS"). All of the investment options are
managed by T. Rowe Price Associates, Inc. ("Associates"), except for the
Stable Value Fund and the International Stock Fund, and certain guaranteed
interest contracts ("GIC's") held for the former CBI Hourly Employees'
Savings Plan. Those GIC's are held and managed by Principal Mutual Life
Insurance Company, or one of its affiliates, pursuant to the GIC which was
the underlying investment arrangement of that plan. (See the notes below
on the Plan's investment options.) The Stable Value Fund, a common trust
fund, is managed by the Trustee, an affiliate of Associates. The
International Stock Fund is managed by Rowe Price-Fleming International,
Inc., a joint venture between Associates and Robert Fleming Holdings Ltd.
of London.
PARTICIPANT AND COMPANY CONTRIBUTIONS
The Plan is a combination profit-sharing/401(k) voluntary salary deferral
plan. The Company automatically contributes 5% of considered compensation,
up to IRS limits on compensation, for each eligible participant following
the end of the Plan year for which the contribution is made, or, for
certain defined eligible hourly employees, $1.00 per hour worked,
contributed at the time of each payroll for such employees throughout the
year. Participants may contribute amounts on a pretax deferred basis from
a minimum of 1% to a maximum percent of compensation subject to the dollar
limits set by the IRS, or lower percentage limits set by the
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Company in advance of a given Plan year. Participants may elect to change
their contribution percentages at any time in advance of the next payroll
period.
The Company contributes a dollar-for-dollar match of the participants'
annual 401(k) savings, up to the first 3% of the compensation that the
participant elects to contribute.
INVESTMENT OPTIONS
The Plan offers 12 different investment options: 10 mutual funds, 1 common
stock fund and 1 guaranteed interest fund. Plan participants can direct
the investment of their account balances into any of these 12 investment
options.
GIC'S
Amounts that were invested, prior to January 1, 1997, in GIC's at
Principal Mutual under the former CBI Hourly Employees' Savings Plan will
remain so invested until the GIC matures or all of the respective
participants elect to exchange GIC amounts for one of the above funds. No
new contributions or transfers of account balances may be reinvested in
GIC's.
VESTING
Participants' interest in their accounts are fully vested at all times
with regard to their voluntary deferrals, Company matching contributions
and the Company contribution of $1.00 per hour for those affected hourly
employees. Participants' interest in the Company's 5% annual contributions
vest 100% after five years of service with the Company, which includes
service prior to January 1, 1997. Participants who terminate their
participation in the Plan due to retirement, disability, death or work
force reduction are granted full vesting in Company contributions.
PARTICIPANT LOANS
Participants may borrow up to 50% of their vested account balance, up to
$50,000, with a minimum loan amount of $1,000, from the vested portion of
their accounts. No more than one loan may be outstanding from a
participant's account at any time. Loans bear interest at the prime rate
plus 1% and are repayable over a period not to exceed five years; fifteen
years for a principal residence loan. Any amount borrowed is deducted from
the participant's total account balance, pro rata from the other funds in
which the account is invested, and repayments of principal and interest
are credited accordingly when and as repaid in the funds in which the
participant's then-voluntary deferrals, if any, are being invested.
PAYMENT OF BENEFITS
Upon termination of employment, participants may receive a lump-sum
payment of their account balances, subject to the vesting provisions
described above. Additional optional payment forms, including a qualified
joint and survivor annuity, are available at the election of the
participant.
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FORFEITURES
Forfeitures, representing the unvested portion of the Company's
contributions, amounting to $3,564 as of December 31, 1999, will be used
to reduce future Company contributions pursuant to the terms of the Plan.
2. SUMMARY OF ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The accompanying financial statements of the Plan were prepared on the
accrual basis of accounting.
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to
make estimates and assumptions that affect the reported amounts of assets
and liabilities, and changes therein, and disclosure of contingent assets
and liabilities. Actual results could differ from those estimates.
INVESTMENT VALUATION AND INCOME RECOGNITION
Investments are reported at fair values based on quoted market prices of
the underlying securities in which each fund invests. Investments in
Guaranteed Investment Contracts are also reported at fair value, as
required by AICPA Statement of Position 94-4.
Purchases and sales of securities are recorded on a trade date basis.
Interest income is recorded on an accrual basis. Dividend income is
recorded on the ex-dividend date.
NET APPRECIATION (DEPRECIATION) IN FAIR VALUE OF INVESTMENTS
Net realized and unrealized appreciation (depreciation) is recorded in the
accompanying statement of changes in net assets available for benefits as
net appreciation in fair value of investments.
3. INVESTMENTS
The following presents investments that represent 5% or more of the Plan's
net assets:
DECEMBER 31
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1999 1998
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T. Rowe Price Balance Fund $43,647,534 $43,049,171
T. Rowe Price Blue Chip Growth Fund 40,658,498 32,055,012
T. Rowe Price Equity Income Fund 32,627,372 38,337,194
T. Rowe Price Equity Index 500 Fund 25,877,456 17,846,877
T. Rowe Price Prime Reserve Fund 13,226,128 11,233,505
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During 1999, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year) appreciated
in value by $14,403,470 as follows:
Mutual funds $13,829,447
Common stock 574,023
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$14,403,470
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4. ADMINISTRATIVE EXPENSES
Investment management fees, trustee fees, agent fees and brokerage
commissions are paid by the Plan. Other outside professional and
administrative services are paid or provided by the Company.
5. RELATED-PARTY TRANSACTIONS
The Trustee is a party-in-interest according to Section 3(14) of ERISA.
The Trustee serves as Plan fiduciary, investment manager and custodian to
the Plan. As defined by ERISA, any person or organization which provides
these services to the Plan is a related party-in-interest. In 1999, fees
paid to the Trustee were $7,525.
6. PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA. In the event of
Plan termination, participants will become 100% vested in their accounts
regardless of the period of service.
7. TAX STATUS
The Internal Revenue Service has determined and informed the Company by a
letter dated July 14, 1995, that the Plan and related trust are designed
in accordance with applicable sections of the Internal Revenue Code (the
"Code"). The Plan was amended and restated as of January 1, 1997,
subsequent to receiving the determination letter. However, the Plan
administrator and tax counsel believe the Plan to be a qualified plan
under Section 401(a) of the Code, and the related trust to be exempt from
federal income tax under Section 501(a) of the Code. The plan
administrator intends to file for a favorable determination letter with
the Internal Revenue Service during 2000.
8. ADOPTION OF STATEMENT OF POSITION 99-3
The Accounting Standards Executive Committee issued Statement of Position
("SOP") 99-3, "Accounting for and Reporting of Certain Defined
Contribution Plan Investments and Other Disclosure Matters," which
eliminates the requirement for a defined contribution plan to disclose
participant-directed investment programs. SOP 99-3 was adopted for the
1999 financial statements and, as such, the 1998 financial statements have
been revised to eliminate the participant-directed fund investment program
disclosures.
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9. SUBSEQUENT EVENT
As of May 1, 2000, the Plan will offer a new feature allowing investments
to be made in additional mutual funds beyond the Plan's core investment
funds. Additional fees will be charged to the participant's account for
the service, including annual maintenance fee and transaction fees for the
purchase and sale of some funds. It will also require a separate account
application and registration, and be limited to the 50% of a participant's
account balance less outstanding loans.
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SCHEDULE
CHICAGO BRIDGE & IRON SAVINGS PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR
AS OF DECEMBER 31, 1999
(EMPLOYER IDENTIFICATION NUMBER 06-1477022, PLAN NUMBER 001)
<TABLE>
<CAPTION>
IDENTITY OF ISSUER, BORROWER, CURRENT
LESSOR OR SIMILAR PARTY DESCRIPTION OF INVESTMENT VALUE
------------------------------------------ ------------------------------------------- ------------
<S> <C> <C>
Principal Mutual Life Insurance
Company Guaranteed Interest Fund--7 year $ 3,592,730
Mutual funds-
*T. Rowe Price Spectrum Income Fund 4,947,386
*T. Rowe Price Balanced Fund 43,647,534
*T. Rowe Price Blue Chip Growth Fund 40,658,498
*T. Rowe Price Equity Income Fund 32,627,372
*T. Rowe Price Equity Index 500 Fund 25,877,456
*T. Rowe Price Prime Reserve Fund 13,226,128
*T. Rowe Price Stable Value Fund 10,141,916
*T. Rowe Price International Stock Fund 10,118,044
*T. Rowe Price Spectrum Growth Fund 4,292,573
*T. Rowe Price New Horizons Fund 5,473,670
*Chicago Bridge & Iron Company N. V. Common stock 1,995,588
*Participant loans Interest rate, 7.5%-12.5% 2,589,534
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Total $199,188,429
============
</TABLE>
*Represents a party in interest.
The accompanying notes to financial statements and supplemental
schedule are an integral part of this schedule.
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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of our
report dated June 9, 2000, included in this Form 11-K, into Chicago Bridge &
Iron Company's previously filed Registration Statement File No. 001-12815.
Arthur Andersen LLP
Chicago, Illinois
June 23, 2000
