<PAGE> 1
SCHEDULE 13D
(Rule 13d-101)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Under the Securities Exchange Act of 1934
Amendment No. _____
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
-------------------------------------------------------
(CUSIP Number)
Thomas R. Denison - First Reserve Corporation, 1801 California St., Suite #4110,
Denver, CO 80202, (303) 382-1270
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
December 28, 2000
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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).
<PAGE> 2
CUSIP No. N19808109 SCHEDULE 13D Page 2 of 11 Pages
------------------- ------------------
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
First Reserve Corporation
I.R.S. No.: 06-1210123
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES 0
-----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 5,002,638
-----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
-----------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 5,002,638
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,002,638
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
28.23%
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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.
<PAGE> 3
CUSIP No. N19808109 SCHEDULE 13D Page 3 of 11 Pages
------------------- ------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
First Reserve Fund VIII, L.P.
I.R.S. No.: 06-1507364
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
-----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 5,002,638
-----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
-----------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 5,002,638
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,002,638
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
28.23%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
--------------------------------------------------------------------------------
*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.
<PAGE> 4
CUSIP No. N19808109 SCHEDULE 13D Page 4 of 11 Pages
------------------- ------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
First Reserve GP VIII, L.P.
I.R.S. No.: 06-1507318
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
-----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 5,002,638
-----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
-----------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 5,002,638
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,002,638
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
28.23%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
--------------------------------------------------------------------------------
*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.
<PAGE> 5
ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D (the "Schedule 13D") relates to the
Common Stock, par value NLG .01 per share (the "Common Stock"), of Chicago
Bridge & Iron Company N.V., a Netherlands company ("CB&I" or the "Issuer"). The
principal executive offices of the Issuer are located at Polarisavenue 31, 2132
JH Hoofddorp, The Netherlands.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is being filed jointly by First Reserve Fund VIII,
L.P. ("Fund VIII"), First Reserve GP VIII, L.P. ("GP VIII"), and First Reserve
Corporation ("First Reserve" and collectively, the "Reporting Persons") to
report the acquisition by Fund VIII of Common Stock and warrants to purchase
Common Stock. GP VIII is the general partner of Fund VIII, and First Reserve is
the general partner of GP VIII. The Reporting Persons, by and through the
holdings of Fund VIII, directly own more than 5% of the issued and outstanding
shares of Common Stock.
Fund VIII is a Delaware limited partnership with a limited term of
existence, the principal purpose of which is to make equity, equity-linked and
debt investments in companies engaged in various energy and energy related
activities. GP VIII is a Delaware limited partnership, the sole purpose of which
is to act as the general partner of Fund VIII. First Reserve is a Delaware
corporation and is the general partner of GP VIII. The principal business of
First Reserve is to provide investment management services to Fund VIII, and to
other investment funds managed by First Reserve.
The principal business and office address of the Reporting Persons is
411 West Putnam Ave., Suite 109, Greenwich, Connecticut 06830.
Information with respect to the executive officers and directors of
First Reserve, including name, business address, present principal occupation or
employment and the organization in which such employment is conducted, and their
citizenship is listed on the attached Schedule I, which is incorporated in this
Schedule 13D by reference.
During the last five years, none of the Reporting Persons nor any
executive officer of director of First Reserve has (i) been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) been a party to a civil proceeding or a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The source of funds for the acquisition of beneficial ownership of
Common Stock by Fund VIII is money contributed by limited and general partners
for the investment by Fund VIII. Except in relation to its partnership interest
in Fund VIII, no funds were acquired directly by GP VIII, or First Reserve, for
their indirect acquisition of beneficial ownership of the Common Stock.
Page 5 of 11
<PAGE> 6
ITEM 4. PURPOSE OF TRANSACTION.
On December 28, 2000, Wedge Group Incorporated, a Delaware corporation,
and Wedge Tyler, Inc., a Delaware corporation (collectively, "Wedge"), acquired
8,146,665 shares of Common Stock from the Issuer as consideration for Wedge's
sale to the Issuer of interests in Howe-Baker International, L.L.C., a Delaware
limited liability company (the "Howe-Baker Acquisition"). Immediately following
the Howe-Baker Acquisition on December 28, 2000, the Reporting Persons acquired
4,323,333 shares of Common Stock from Wedge Group Incorporated (the "Fund VIII
Purchase"). In addition: (i) the Reporting Persons purchased 530,000 shares of
Common Stock from Wedge and one of its affiliates, and (ii) the Issuer agreed to
grant to Fund VIII a warrant to purchase 149,305 shares of Common Stock at an
exercise price of NLG .01 per share. Collectively, the Reporting Persons
acquired 4,853,333 shares of Common Stock and a warrant to acquire an additional
149,305 shares of Common Stock (together, the "First Reserve Acquisition"),
which shares represent approximately 28.23 percent of the issued and outstanding
shares of Common Stock. All shares of Common Stock acquired by the Reporting
Persons were acquired for investment purposes. Prior to the First Reserve
Acquisition, the Reporting Persons did not own any shares of Common Stock.
The Reporting Persons intend to participate in and influence the
affairs of the Issuer through the exercise of their voting rights with respect
to the shares of Common Stock owned by the Reporting Persons as limited by the
Shareholder Agreement entered into by Fund VIII and the Issuer on December 28,
2000 in connection with the closing of the Howe-Baker Acquisition (the
"Shareholder Agreement"). Following the First Reserve Acquisition, two officers
of First Reserve, William F. Macaulay and Ben A. Guill, will begin serving on
the 12 member Board of Supervisory Directors of the Issuer in accordance with
the terms of the Shareholder Agreement. The Shareholder Agreement is further
described in Item 6 hereof and is filed as an exhibit hereto and incorporated by
reference herein.
The Reporting Persons intend to review on a continuing basis their
investment in the Issuer and may or may not purchase additional shares, on the
open market or otherwise, subject to the price and availability of the Issuer's
securities; subsequent developments regarding the Issuer's line of business and
its business prospects, other investment and business opportunities available to
the Reporting Persons; general stock market and economic conditions; certain
"standstill provisions" in the Shareholder Agreement (which provisions prohibit
the Reporting Persons from acquiring additional shares of the Issuer without the
approval of the Supervisory Board, except (i) as a result of a stock split,
stock dividend or recapitalization approved by the Supervisory Board; (ii) in
connection with a business combination approved by the Supervisory Board; (iii)
to maintain a 10% ownership stake; (iv) for Common Stock acquired in connection
with equity funding provided by the Reporting Persons for the Issuer's proposed
acquisition of two divisions of Pitt-Des Moines, Inc., of Woodlands, Texas (the
"PDM Transaction"), so long as any such acquisition of Common Stock does not
result in the Reporting Persons owning more than 30%, or the Reporting Persons
and Wedge collectively owning more than 48.15%, of the Issuer's outstanding
voting securities; or (v) if the PDM Transaction is not consummated, for up to
an additional 253,000 shares, so long as such additional purchases will not
cause the Reporting Persons and Wedge to collectively own more than 49.9% of the
Issuer's outstanding voting securities); and other factors. Although, under the
terms of the Shareholder Agreement, the Reporting Persons are prohibited from
making a proposal to the Issuer to acquire additional
Page 6 of 11
<PAGE> 7
shares, the Reporting Persons will consider proposals from the Company relating
to additional purchases by Fund VIII.
First Reserve and Fund VIII intend to review on a continuing basis the
Fund's investment in the Issuer and may or may not dispose of additional shares,
on the open market or otherwise, subject to: the price and availability of the
Issuer's securities; subsequent developments affecting the energy market as a
whole; the Issuer and the Issuer's business and prospects; the provisions of the
Shareholder Agreement and the eventual liquidation of the Fund in accordance
with its partnership agreement.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
As of December 28, 2000, the Reporting Persons beneficially owned an
aggregate of 5,002,638 shares of Common Stock, constituting approximately 28.23%
of the 17,720,350 shares of Common Stock outstanding as of December 28, 2000 as
represented to the Reporting Persons by the Issuer.
(a) As of the date hereof, the Reporting Persons are the beneficial
owners of CB&I Common Stock in the numbers and percentages set forth in the
table below:
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENTAGE OF
REPORTING PARTY BENEFICIALLY OWNED CLASS
--------------- ------------------ -------------
<S> <C> <C>
Fund VIII 5,002,638 28.23%
GP VIII(1) 5,002,638 28.23%
First Reserve(1) 5,002,638 28.23%
</TABLE>
(1) Consists of 4,835,333 shares of Common Stock held directly by Fund
VIII and a warrant to purchase 149,305 shares of Common Stock held directly by
Fund VIII. GP VIII is the general partner of Fund VIII and may be deemed to
beneficially own the shares of Common Stock owned by Fund VIII. First Reserve,
as the general partner of GP VIII, may be deemed to beneficially own all of the
shares of Common Stock owned by Fund VIII.
(b) Fund VIII shares with its general partner the power to vote or to
direct the vote of the shares directly held by it. GP VIII, as the general
partner of Fund VIII, and First Reserve, in its role as general partner of GP
VIII, shares with Fund VIII the power to cause Fund VIII to dispose of or vote
the shares of Common Stock directly held by Fund VIII.
(c) During the past 60 days, the following transactions were effected:
Page 7 of 11
<PAGE> 8
<TABLE>
<CAPTION>
REPORTING NUMBER OF
PARTY DATE SHARES PRICE TRANSACTION
----- ---- --------- ----- -----------
<S> <C> <C> <C> <C>
Fund VIII 12/28/2000 4,323,333 $ 16.25 Common Purchased
Fund VIII 12/28/2000 530,000(1) $ 16.25 Common Purchased
</TABLE>
(1) In connection with the purchase of these 530,000 shares, on
December 28, 2000, the Issuer agreed to issue to Fund VIII a warrant to purchase
149,305 shares of Common Stock at an exercise price of NLG .01 per share.
(d) To the best knowledge of the Reporting Persons, no other person has
the right to receive, or the power to direct the receipt of dividends from, or
the power to direct the receipt of proceeds of the sale of the shares of Common
Stock owned by the Reporting Persons.
ITEM 6. CONTRACTS, ARRANGEMENTS OR UNDERSTANDING WITH RESPECT TO SECURITIES OF
THE ISSUER.
JOINT FILING AGREEMENT
A Joint Filing Agreement dated January 8, 2000, by and between Fund
VIII, GP VIII, and First Reserve has been executed by the Reporting Persons, a
copy of which is attached hereto as Exhibit A and incorporated herein by
reference.
STOCK PURCHASE AGREEMENT
The purchase price per share for 4,323,333 of the shares (the
"Protected Shares") of Common Stock of CB&I sold to Fund VIII by Wedge is $16.25
per share, but is subject to a downward adjustment so long as Fund VIII holds
the Protected Shares for at least one year. Under the terms of the Stock
Purchase Agreement pursuant to which Fund VIII purchased the shares from Wedge
(the "Stock Purchase Agreement"), the amount of the per share downward price
adjustment, which cannot exceed $2.75 per share, will equal the amount by which
$16.25 exceeds the greater of (i) the average per share sale price realized by
Fund VIII on the sale of its Protected Shares and (ii) the highest mean of the
daily closing prices per share of CB&I stock for any 40 consecutive trading days
prior to Fund VIII's disposition of the Protected Shares. If by July 30, 2010,
Fund VIII has not sold all of its Protected Shares purchased in the transaction,
Fund VIII shall receive an adjustment amount for those remaining shares as if it
had sold those remaining shares at the highest mean of the daily closing prices
per share of Common Stock as reported on the New York Stock Exchange for any
period of 40 consecutive trading days prior to July 30, 2010. The Stock Purchase
Agreement contains other terms and conditions. The foregoing description of such
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.
SHAREHOLDER AGREEMENT
Upon closing of the Howe-Baker Acquisition, Fund VIII and the Issuer
entered into the Shareholder Agreement.
Page 8 of 11
<PAGE> 9
Standstill Provisions.
The Shareholder Agreement contains so-called "standstill" provisions
which, among other things, (i) prohibit the purchase of additional shares by
Fund VIII (whether by tender offer or otherwise) except as described in Item 4
herein, and (ii) prohibit acquisition proposals, proxy solicitations, group
formation or encouragement of third parties for takeover purposes by Fund VIII.
With respect to any proposed business combination or recapitalization involving
the Issuer and any third party, Fund VIII must vote or tender its shares or
otherwise act as recommended by the Supervisory Board of the Issuer (or any
committee of the Issuer constituted for the purpose of evaluating such proposed
transaction). Fund VIII will be free to submit a competing offer for the Issuer
only in the event that the Supervisory Board of the Issuer determines to sell
control of the Issuer to another party.
The Shareholder Agreement provides that in the event of a breach of any
covenants or agreements contained therein, the aggrieved party (including any
present or future shareholders of the Issuer) shall be entitled to the remedy of
specific performance, injunction or other equitable relief. In the event of a
breach by Fund VIII of the "standstill" provisions discussed above (whether by
the launching of a tender offer or otherwise), the Issuer and/or its
shareholders may seek injunctive relief. However, as such relief is equitable in
nature and at the discretion of the court in which such action is brought, there
can be no assurance that such court will grant such relief.
Supervisory Board Representation.
The Shareholder Agreement contains certain provisions intended to
implement the right of Fund VIII to elect Supervisory Directors to the
Supervisory Board of the Issuer. The number of Supervisory Directors comprising
the Supervisory Board was expanded from eight to twelve and Fund VIII will have
the right to designate two Supervisory Directors so long as it owns 3,083,871
shares of the Issuer's voting securities outstanding. The number of Supervisory
Directors that Fund VIII is entitled to designate will decrease with a reduction
of its percentage ownership of voting securities and will terminate completely
once such ownership falls below 10% of the Issuer's voting securities
outstanding for any period of 30 consecutive days. The Supervisory Board
regulations shall provide that a special committee of the Supervisory Board
composed entirely of disinterested, independent Supervisory Directors shall be
constituted to evaluate any significant transactions (primarily transactions
involving a change of control) and any transactions or issues involving Fund
VIII. As long as Fund VIII is entitled to designate at least two Supervisory
Directors on the Supervisory Board, it will be entitled to representation on the
committees of the Supervisory Board other than the Nominating Committee and the
special committee described immediately above.
Under the terms of the Shareholder Agreement, if the Fund VIII
designees are not included as nominees for the Board of Supervisory Directors or
if the Supervisory Board does not solicit proxies for the Fund VIII designees as
required by the Shareholder Agreement, after notice of the breach and a time for
cure, Fund VIII shall not be required to comply with the standstill provisions,
restrictions on transfer and right of first offer requirements of the
Shareholder Agreement.
Page 9 of 11
<PAGE> 10
Voting Restrictions.
Pursuant to the Shareholder Agreement, Fund VIII agreed that, with
respect to any matter presented to the Issuer's shareholders for vote or
approval, Fund VIII will vote "for" the nominees recommended by the Supervisory
Board (provided the Issuer is in compliance with its covenants to Fund VIII
relating to Supervisory Board representation), "for" any proposal recommended by
the Supervisory Board, and "against" any proposal that is not recommended by the
Supervisory Board, with the exception of the following matters as to which Fund
VIII will have discretionary voting rights: (i) appointment of auditors, (ii)
adoption of any rights agreement which would restrict Fund VIII from effecting
any transaction not otherwise prohibited by the Shareholder Agreement, (iii)
migration of the Issuer to another organizational jurisdiction (other than in
connection with a business combination), (iv) conversion of the Issuer's
corporate form (other than in connection with a business combination), and (v)
proposed amendments to the Issuer's Articles of Association which would have a
disproportionate material and adverse effect on Fund VIII versus the Issuer's
other shareholders not contemplated by the Shareholder Agreement.
Transfer Restrictions and Registration Rights.
The Shareholder Agreement contains certain restrictions on the transfer
of shares held by Fund VIII. Without the Issuer's consent, Fund VIII may not
sell any of its shares to (a) any person or group who is or would be required to
file a Schedule 13D under the Exchange Act, (b) any person or group who would
own more than 10% of the Issuer's voting securities, or (c) a competitor of the
Issuer. Any sale of shares by Fund VIII will be subject to the Issuer's right of
first offer, except for the following types of transfers: (i) pursuant to a bona
fide underwritten public offering, (ii) pursuant to a Rule 144 sale under the
Securities Act in an unsolicited broker's transaction in which Fund VIII has no
knowledge that the purchaser is any of the persons described in (a), (b) or (c)
immediately above, (iii) pursuant to a business combination or recapitalization
transaction recommended by the Supervisory Board, (iv) to any affiliate of Fund
VIII who agrees to be bound by the terms of the applicable Shareholder
Agreement, (v) a pledge or hypothecation to a financial institution to secure a
bona fide loan, and (vi) a transfer or transfers, once per calendar quarter, to
any institutional investor which, together with its affiliates, would
beneficially own no more than 5% of the Issuer's voting securities outstanding.
The Shareholder Agreement grants Fund VIII certain registration rights
with respect to the shares it owns. The Shareholder Agreement requires the
Issuer, at the request of the holders of 75% of the shares held by Fund VIII and
its assignees, to register all or any portion of those shares under the
Securities Act; provided that the Issuer is required to effect no more than two
of such "demand" registrations for Fund VIII. The Shareholder Agreement also
requires the Issuer to give notice to Fund VIII when the Issuer proposes to
register any of the Issuer's securities under the Securities Act (other than
registrations on Forms S8 or S4), and, if Fund VIII so requests, to include its
shares in the registration, provided that under certain circumstances the number
of shares such holders can include in these "piggyback" registrations will be
limited. In all registrations the Issuer will be required to pay the expenses of
registration, excluding underwriting discounts and commissions, and to provide
customary indemnification, except that the Issuer will not be obligated to pay
more than $400,000 in the aggregate for registration expenses with respect to
demand registrations.
Page 10 of 11
<PAGE> 11
Duration.
The Shareholder Agreement will remain in effect so long as Fund VIII
continues to own 10% or more of the voting securities of the Issuer outstanding,
except that the registration rights shall continue as long as Fund VIII
continues to own 5% or more of the voting securities of the Issuer outstanding.
The Shareholder Agreement contains other terms and conditions.
The foregoing description of such 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.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A. Joint Filing Agreement of Schedule 13D.
Exhibit B. Stock Purchase Agreement dated July 30, 2000 between WEDGE
Group Incorporated, WGI Tyler, Inc. and First Reserve Fund VIII, L.P.
Exhibit C. Amendment of Stock Purchase Agreement dated July 30, 2000 by
and between WEDGE Group Incorporated, WGI Tyler, Inc. and First Reserve Fund
VIII, L.P. dated October 31, 2000.
Exhibit D. Shareholder Agreement dated December 28, 2000 by and among
the Issuer and Fund VIII.
Exhibit E. Stock Purchase Agreement dated December 28, 2000 by and
among Wedge, Minefa Holdings, B.V. and Fund VIII.
Exhibit F. Consent to Transaction dated December 28, 2000 executed by
Chicago Bridge & Iron Company N.V.
Page 11 of 11
<PAGE> 12
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: January 8, 2000.
FIRST RESERVE FUND VIII, L.P.
By: First Reserve GP VIII, L.P., General
Partner
By: First Reserve Corporation,
General Partner
By: /s/ Thomas R. Denison
--------------------------------
Name: Thomas R. Denison
Title: Managing Director
FIRST RESERVE GP VIII, L.P.
By: First Reserve Corporation,
General Partner
By: /s/ Thomas R. Denison
--------------------------------
Name: Thomas R. Denison
Title: Managing Director
FIRST RESERVE CORPORATION
By: /s/ Thomas R. Denison
------------------------------------
Name: Thomas R. Denison
Title: Managing Director
<PAGE> 13
SCHEDULE I
The name, business address and present principal occupation or
employment of each of the executive officers and directors of the First Reserve
Corporation are set forth below. Unless otherwise indicated, (i) the business
address of each is 411 West Putnam Ave., Suite 109, Greenwich, Connecticut
06830, (ii) each such person is a citizen of the United States, and (iii) such
person does not have any other principal occupation:
<TABLE>
<CAPTION>
Name Position with First Reserve Corporation
---- ---------------------------------------
<S> <C>
William E. Macaulay Chairman, CEO, Managing Director and Director
John A. Hill Vice Chairman, Managing Director and Director
Ben A. Guill President, Managing Director and Director
Will Honeybourne Managing Director
Jonathan S. Linker Managing Director
Thomas R. Denison Managing Director, General Counsel, Secretary
Cathleen M. Ellsworth Managing Director
Mary Ness Managing Director
Jennifer G. Kornfield Controller, Vice President, Treasurer, Assistant
Secretary
Valerie A. Thomason Assistant Treasurer, Assistant Secretary
</TABLE>
<PAGE> 14
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
A. Joint Filing Agreement.
B. Stock Purchase Agreement dated July 30, 2000 between
WEDGE Group Incorporated, WGI Tyler, Inc. and First
Reserve Fund VIII, L.P.
C. Amendment to Stock Purchase Agreement dated July 30,
2000 by and between WEDGE Group, Incorporated, WGI
Tyler, Inc. and First Reserve Fund VIII, L.P. dated
October 31, 2000.
D. Shareholder Agreement dated December 28, 2000 by and
among the Issuer and Fund VIII.
E. Stock Purchase Agreement dated December 28, 2000 by
and among Wedge, Minefa Holdings, B.V. and Fund VIII.
F. Consent to Transaction dated December 28, 2000
executed by Chicago Bridge & Iron Company N.V.
</TABLE>
