Chicago Bridge & Iron Company N.V.
Ticker:CBI P.O. Box 74658
Exchange:New York Stock Exchange Amsterdam, NETH 1070 BR
Industry:Manufacturing (SIC Code 1791)

Offering Information
Type of Shares:Common Shares Filing Date:12/17/96
U.S. Shares:8,400,000 Offer Date:3/26/97
Non-U.S. Shares:2,100,000 Filing Range:$19.00 - $20.00
Primary Shares:0 Offer Price:$18.00
Secondary Shares:10,500,000 Gross Spread:$0.92
Offering Amount: $204,750,000 Selling:$0.55
Expenses:$2,950,000 Reallowance:$0.10
Shares Out After: -
Spin out parent firm: Chi Bridge Holdings, Inc.

Primary Underwriting Group
ManagerTierPhone
CS First BostonLead Manager (212) 325-2000
Goldman, Sachs & Co.Co-manager (212) 902-5959
Smith Barney Inc.Co-manager (212) 723-7300
UBS Securities Inc.Co-manager (212) 821-4510

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Cahill Gordon & Reindel
Auditor: Arthur Andersen

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
9 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 9/30/96 9/30/95 9/30/96
Revenue:$621.94$483.53$464.31Assets:$354.49
Net Income:-$25.61$10.93-$2.08Curr Assets:
EPS:Liabilities:$258.65
Prior EPS:Curr Liabilities:
Cash Flow/Oper:-$39.15Equity:$95.84
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company believes it's the leading provider of field erected steel tanks & other steel plate structures, associated systems and related services in North America and one of the leading providers of these specialized products and services in the world. The company is a global engineering and construction company specializing in the engineering and design, procurement, fabrication, erection, repair and modification of steel tanks and other steel plate structures and associated systems such as petroleum terminals, critical refinery field erected pressure vessels, low temperature and cryogenic storage facilities, elevated water storage tanks and other specialty products and services. The company has developed a positive reputation as a provider of these products and services to its customers around the world. It has completed projects in numerous countries and, through a network of worldwide subsidiaries, has a global infrastructure to compete for projects and service customers around the world.

Competition
Management believes the company can compete for new construction projects around the world and that is a leading competitor in its markets. Competition is based primarily on performance and the ability to provide the design, engineering, fabrication, project management and construction capabilities required to complete projects in a timely and cost-efficient manner. Contracts are usually awarded on a competitive bid basis.

Business Plan
The company is committed to increasing shareholder value by seeking to build on the success established in 1966 and growing its business in the global marketplace through a combination of strategic initiatives including the following: 1) focus on core business, 2) continue cost reductions and productivity improvements, 3) target global growth markets, 4) improve financial controls and management, 5) pursue partnering and strategic alliances.

Use of Proceeds
The proceeds from the proposed offering will be distributed to selling shareholders.

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