<PAGE> 1
EXHIBIT 1
NEWS RELEASE
------------
CHICAGO BRIDGE & IRON COMPANY N.V.
FOR IMMEDIATE RELEASE: FOR FURTHER INFORMATION CONTACT:
NOVEMBER 27, 2000 MEDIA: BRUCE STEIMLE (815) 439-4006
ANALYSTS: JEAN BROWN (815) 439-4072
CHICAGO BRIDGE & IRON PROVIDES UPDATE TO SHAREHOLDERS
DATE FOR SHAREHOLDER MEETING SET; SPECIAL CHARGES TO IMPACT FOURTH QUARTER
PLAINFIELD, ILL. -- Nov. 27, 2000 -- Chicago Bridge & Iron Company
N.V. (NYSE & AEX: CBI) announced that it has filed a definitive proxy statement
with the Securities and Exchange Commission (SEC) in conjunction with a Special
Meeting of Shareholders to consider several items relating to the Company's
acquisition of Howe-Baker International, Inc. The meeting is scheduled for 10
a.m. local time on December 15, 2000, at the Sheraton Amsterdam Airport Hotel
near Amsterdam, The Netherlands.
The proxy statement is being mailed to all registered shareholders. It
also will be available for viewing and download from the Investor Relations
section of the Company's Web site (www.chicagobridge.com).
CB&I is actively working to integrate the operations of Howe-Baker
International, Inc. in anticipation that subsequent to a successful shareholder
vote the acquisition will close during the fourth quarter. The Company may incur
acquisition-related charges after completing its evaluation of duplicate
facilities and personnel, which would be recognized primarily in the fourth
quarter. The amount of any potential charges has yet to be determined.
In addition, the Company will incur a special charge in the fourth
quarter relating to its previously announced Voluntary Resignation Offer. The
Company will record a pre-tax special charge in the fourth quarter of $13.4
million ($9.6 million net of tax) for the anticipated payments associated with
the Offer.
A special charge also will result from a non-cash valuation allowance
against a net long-term receivable for the Tuban (T.P.P.I.) Project, a
petrochemical project in Indonesia that was suspended in 1998 due to the Asian
economic crisis and a lack of viable financing. Based on its current assessment
of the status of the project, the Company will recognize a special charge of
$28.2 million ($24.2 million net of tax) in the fourth quarter as a full
valuation allowance against this net long-term receivable and remove $50 million
for the project from its backlog.
"While we continue to believe the Tuban Project is viable and
ultimately will restart, at present there is a great deal of uncertainty
surrounding it," said Gerald M. Glenn, Chairman, President and CEO. "We felt it
was appropriate to establish this valuation allowance to properly reflect its
current status in our financial statements. We are working with the parties
involved in the project and continue to pursue what we hope will be a
substantial recovery."
<PAGE> 2
More information on the Tuban Project is provided in the Company's
Current Report on Form 8-K to be filed with the SEC.
Excluding the special charges mentioned above, CB&I's full-year EPS is
expected to be between $0.90 and $1.00 per share, which is unchanged from the
Company's previous outlook and Street expectations.
The Company is proceeding with the next steps in its acquisition of
the Water and Engineered Construction divisions of Pitt-Des Moines, Inc.,
pursuant to a letter of intent signed on August 29, 2000. CB&I is exploring a
number of equity-based financing alternatives for the transaction and is working
through the process of obtaining regulatory clearance, as well as pursuing the
actions that will lead to the execution of a definitive purchase agreement. The
Company believes this transaction, if it can be consummated, will benefit the
employees, customers and shareholders of both companies.
Any statements made in this release that are not based on historical
fact are forward-looking statements and represent management's best judgment as
to what may occur in the future. The actual outcome and results are not
guaranteed, are subject to risks, uncertainties and assumptions and may differ
materially from what is expressed. A variety of factors could cause business
conditions and results to differ materially from what is contained in the
forward-looking statements including, but not limited to, the uncertain timing
and the funding of new contract awards; cost overruns on fixed priced contracts;
increase in competition by competitors; fluctuating revenues resulting from the
cyclic nature of the individual markets in which the Company's customers
operate; reduced activity in the hydrocarbon industry, demand from which is the
largest component of the Company's revenue; no assurance that the Company will
be successful in modifying or replacing its existing Revolving Credit Facility
to meet its financing requirements; the Company's ability to successfully
consummate the Howe-Baker International, Inc. and the Pitt-Des Moines, Inc.
transactions; and the Company's ability to integrate and successfully operate
acquired businesses, including Howe-Baker International, Inc. and certain
divisions of Pitt-Des Moines, Inc., and the risks associated with those
businesses. Additional factors are set forth in the Company's most recent Annual
Report on Form 10-K, Quarterly Report on Form 10-Q and Current Report on Form
8-K (as amended) which describe other factors that could cause actual results to
differ from such forward-looking statements, as well as the Company's other
filings with the Securities and Exchange Commission (including, but not limited
to the "Risk Factors" disclosed in its Registration Statement on Form S-1 [File
No. 333-18065], as amended). The Company does not undertake to update any
forward-looking statements contained herein, whether as a result of new
information, future events or otherwise.
CB&I is a global engineering and construction company specializing in
the design and engineering, fabrication, field erection and repair of bulk
liquid terminals, storage tanks, process vessels, refrigerated storage and
process systems, and other steel plate structures and their associated systems.
Information about Chicago Bridge & Iron is available from the Company's Web site
at www.chicagobridge.com.
# # #
