SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 4 TO
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CHICAGO BRIDGE & IRON COMPANY N.V.
(Exact name of registrant as specified in its charter.)
The Netherlands NONE
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
Polarisavenue 31, 2132 JH Hoofddorp, The Netherlands NONE
(Address of Principal Executive offices.) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Common Stock, nominal value Euro 0.01 per share New York Stock Exchange
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box. [ ]
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form
relates:
__________ (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
(Title of Class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be
Registered.
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Chicago Bridge & Iron Company N.V. ("CB&I" or the
"Company") is incorporated under the law of The
Netherlands as a public company with limited
liability ("naamloze vennootschap") by Deed of
Incorporation dated November 22, 1996. CB&I is
registered in the trade register of Amsterdam under
No. 33.286.441. Set forth below is a summary of
certain provisions, including all material provisions
relating to the shares of our common stock, nominal
value Euro 0.01 ("common shares"), contained in the
Company's Articles of Association, as amended (our
"Articles of Association"), and the law of The
Netherlands. Such summary does not purport to be a
complete statement of our Articles of Association and
the law of The Netherlands and is qualified in its
entirety by reference to our Articles of Association.
Our authorized share capital is Euro 800,000
consisting of 80,000,000 Common Shares, each with a
nominal value of Euro 0.01. Shares are issued in
registered form only. The shares registered in the
New York registry ("New York Shares") are listed on
the New York Stock Exchange. Shareholders may hold
New York Shares directly (evidenced by an
entry/registration in the New York Registry and, if
applicable, certificates received for those Shares)
or through the Depository Trust Company (either as
participant in such system or indirectly through
organizations that are participants in such system).
To the extent not registered in the New York
registry, shares will be registered in the
shareholders' register kept in Hoofddorp, The
Netherlands.
Voting Rights
Generally, each shareholder is entitled to one vote
for each common share held on every matter submitted
to a vote of shareholders. Our Articles of
Association make no provision for cumulative voting
and, as a result, the holders of a majority of our
voting power will have the power, subject to the
Supervisory Board's right to make binding
nominations, to elect all members of the Supervisory
Board and the Management Board who are standing for
election.
Unless otherwise required by our Articles of
Association or the law of The Netherlands or as
described below, resolutions of a general meeting of
shareholders occurring in The Netherlands require the
approval of a majority of the votes cast at a
meeting. Our Articles of Association require that, at
a time when there are one or more holders of more
than 15% of our outstanding voting securities (each
an "affiliated holder"), certain business combination
transactions, dissolution, liquidation, stock
dividend, share repurchase, recapitalization
transactions or transactions involving a person who
is or has been an affiliated holder, in so far as
such transactions otherwise require a shareholder
vote for adoption, will require the approval of a
supermajority percentage (at least 80%) of our voting
securities issued and outstanding. While this
provision may limit the ability of an affiliated
holder to control or influence a decision to effect a
change of control of the Company and also make it
more difficult to consummate certain types of
business combination transactions requiring a
shareholder vote (e.g., certain "legal mergers" under
Dutch law), this requirement does not affect a tender
offer or other type of business combination
transaction not requiring such a shareholder vote.
Resolutions of general meetings of shareholders
occurring outside The Netherlands are valid if the
entire share capital is present or represented. There
are no laws currently in effect in The Netherlands or
provisions in our Articles of Association limiting
the rights of non-resident investors to hold or vote
common shares.
Dividends
Pursuant to our Articles of Association, the
Management Board, with the approval of the
Supervisory Board, may determine that an amount shall
be reserved out of our annual profits. The portion of
our annual profits that remains after such
reservation is at the disposal of the general meeting
of shareholders. Out of our share premium reserve and
other reserves available for shareholder
distributions under the law of The Netherlands, the
general meeting of shareholders may declare
distributions upon the proposal of the Management
Board (after approval by the Supervisory Board). We
may not pay dividends if the payment would reduce
shareholders' equity below the aggregate nominal
value of the common shares outstanding, plus the
reserves statutorily required to be maintained.
Although under Dutch law dividends are generally paid
annually, the Management Board, with the approval of
the Supervisory Board, may, subject to certain
statutory provisions, distribute one or more interim
dividends or other interim distributions before the
accounts for any year have been approved and adopted
at a general meeting of shareholders in anticipation
of the final dividend or final distribution. Rights
to cash dividends and distributions that have not
been collected within five years after the date on
which they became due and payable shall revert to the
Company.
We have declared and paid in the past, and currently
intend to declare and pay, regular quarterly cash
dividends or distributions; however, there can be no
assurance that any such dividends or distributions
will be declared or paid. The payment of dividends or
distributions in the future will be subject to the
discretion of the our shareholders (in the case of
annual dividends), our Management Board and our
Supervisory Board and will depend upon general
business conditions, legal restrictions on the
payment of dividends or distributions, and other
factors. We will pay any cash dividends or
distributions in U.S. dollars. Any cash dividends or
distributions payable to holders of New York Shares
will be paid to the New York Transfer Agent and
Registrar.
Shareholder Meetings
Each shareholder has the right to attend general
meetings of shareholders, either in person or
represented by a person holding a written proxy, to
address shareholder meetings, and to exercise voting
rights, subject to the provisions of our Articles of
Association. Our ordinary general meetings of
shareholders are held in The Netherlands at least
annually, within six months after the close of each
financial year. Extraordinary general meetings of
shareholders may be held as often as the Management
Board or the Supervisory Board deem necessary, or as
otherwise provided for pursuant to the law of The
Netherlands. Shareholders (and holders of a life
interest to whom voting rights have been granted)
representing 10% of our issued shares may request
that the Management Board convene an extraordinary
general meeting and the subjects to be discussed.
We provide notice by mail to registered holders of
common shares of each general meeting of
shareholders. Such notice will be given no later than
the
15th day prior to the day of the meeting and will
include a statement of the business to be considered.
The New York Transfer Agent and Registrar will
provide notice of general meetings of shareholders
to, and compile voting instructions from, holders of
New York Shares. Registered shareholders must notify
the Management Board in writing of their intention to
attend a shareholder meeting.
Election and Tenure of Managing Directors and
Supervisory Directors
The Management Board is entrusted with the management
of the Company. The Supervisory Board supervises the
Management Board. The Management Board may have one
or more members and the Supervisory Board may have at
least six and no more than 12 members. Supervisory
Board and Management Board vacancies are and will be
filled by a vote of shareholders at the first general
meeting after such vacancy occurs or is created. The
Supervisory Board and the Management Board members
are elected from binding nominations made by the
Supervisory Board. At least two persons must be
nominated for each vacancy. Under the law of The
Netherlands and our Articles of Association, the
shareholders may deprive the nominations of their
binding effect by a resolution passed by a vote of
two-thirds of the votes cast at the meeting if such
two-thirds vote constitutes more than one-half of our
issued share capital.
The general meeting of shareholders may suspend or
dismiss a member of the Management Board at any time.
However, if the Supervisory Board does not propose
such suspension or dismissal, the general meeting of
shareholders must pass a resolution based on a
majority of two-thirds of the votes cast and such
two-thirds vote must represent more than one half of
our issued share capital. The Supervisory Board may
suspend a member of the Management Board at any time.
The general meeting of shareholders may discontinue
such suspension at any time. In addition, the
Supervisory Board shall determine the remuneration
and terms of employment of every member of the
Management Board.
Members of the Supervisory Board are appointed to
serve three-year terms with approximately one-third
of such members' terms expiring each year.
Supervisory Directors and Managing Directors serve
until the expiration of their respective terms of
office or their resignation, death or removal, with
or without cause, by the shareholders or, in the case
of Supervisory Directors, upon reaching the mandatory
retirement age of 72 as provided in our Articles of
Association.
Subject to our Articles of Association, the
Supervisory Board may adopt rules and regulations
governing its internal proceedings, such as voting,
including voting on nomination of Supervisory
Directors, Supervisory Board composition and
governance, and effectuation of matters agreed upon
in shareholder agreements.
Approval of Annual Accounts and Discharge of
Management Liability
Each year, the Management Board is responsible for
the preparation of annual accounts within five months
after the end of our financial year, unless the
general meeting of shareholders has extended this
period due to special circumstances. The annual
accounts must be approved and signed by all members
of the Supervisory Board and the Management Board and
then submitted to a general meeting of shareholders
for adoption.
The adoption of a company's annual accounts by the
general meeting of shareholders does not
automatically discharge the members of the Management
Board and the Supervisory Board from liability in
respect of the exercise of their duties during the
financial year concerned. However, we generally
expect to propose such discharge as a separate agenda
item at each annual general meeting of shareholders.
Liquidation Rights
In the event of the dissolution and liquidation of
the Company, the assets remaining after payment of
all debts and liquidation expenses will be
distributed among holders of common shares on a pro
rata basis.
Issue of Shares; Preemptive Rights
Under the law of The Netherlands and our Articles of
Association, the Supervisory Board may issue common
shares when the Supervisory Board is so empowered by
the general meeting of shareholders. Such
authorization can be granted for a maximum period of
five years, subject to extension(s). Under the law of
The Netherlands and our Articles of Association, each
holder of common shares generally has a preemptive
right to subscribe with regard to any issue of common
shares pro rata to the aggregate nominal value of
such shareholder's existing holdings of common
shares, except for certain issuances to employees,
issuances for non-cash consideration, issuances to
persons who exercise a previously acquired right to
subscribe for common shares, and issuances limited or
excluded from such requirement by the Supervisory
Board when the Supervisory Board is so empowered by
the general meeting of shareholders. Under the law of
The Netherlands, such authorization to limit or
exclude preemptive rights can be granted for a
maximum period of five years, subject to
extension(s).
Repurchase of Common Shares
The shareholders may delegate to the Management Board
the authority, subject to certain restrictions
contained in the law of The Netherlands and our
Articles of Association, to cause the Company to
acquire its own fully paid common shares for
consideration in an amount not to exceed 10% of the
issued shares at any time. Such authorization may not
be granted for more than 18 months.
Capital Reduction
Upon proposal by the Management Board (after approval
by the Supervisory Board), the general meeting of
shareholders may reduce the issued share capital by
cancellation of common shares held by the Company,
subject to certain statutory provisions.
Amendment of our Articles of Association
Our Articles of Association may be amended by a
majority of the votes cast at a general meeting of
shareholders if the proposal is stated in the
convocation notice for the general meeting and a
complete copy of the proposed amendment is filed at
our office so that it may be inspected prior to and
during the meeting. Proposals to amend our Articles
of Association, to legally merge the Company, or to
dissolve the Company require prior approval by the
Supervisory Board.
Notwithstanding the foregoing, no amendment of our
Articles of Association shall become effective until
approved by the Ministry of Justice of The
Netherlands.
Dutch Taxation
The following discussion of certain Dutch tax
consequences to an owner of our common shares is
included for general information purposes only and
does not address every potential tax consequence of
an investment in or ownership of the common shares
under the laws of The Netherlands. It does not
discuss every aspect of taxation that may be relevant
to a particular taxpayer under special circumstances
or who is subject to special treatment under
applicable law, nor does it address the income taxes
imposed by any political subdivision of The
Netherlands or any tax imposed by any other
jurisdiction. The laws upon which such discussion is
based are subject to change, perhaps with retroactive
effect. EACH SHAREHOLDER AND PROSPECTIVE INVESTOR
SHOULD CONSULT HIS OR HER OWN TAX ADVISOR WITH
RESPECT TO THE TAX CONSEQUENCES OF ACQUIRING, OWNING
AND DISPOSING OF COMMON SHARES.
Dutch Taxation for Non-Resident Shareholders
The following discussion is a summary of certain tax
consequences to an owner of our common shares who is
not, or is not deemed to be, a resident of The
Netherlands for purposes of the relevant tax codes.
Withholding Tax. Dividends distributed by CB&I
generally are subject to a withholding tax imposed by
The Netherlands at a rate of 25%. The expression
"dividends distributed by CB&I" as used herein
includes, but is not limited to: (i) distributions in
cash or in kind, deemed and constructive
distributions and repayments of paid-in capital not
recognized for Netherlands dividend withholding tax
purposes; (ii) liquidation proceeds, proceeds from
the redemption of common shares or, as a rule,
consideration for the repurchase of common shares by
CB&I in excess of the average paid-in capital
recognized for Netherlands dividend withholding tax
purposes; (iii) the nominal value of shares issued to
a holder of common shares or an increase of the
nominal value of common shares, as the case may be,
to the extent that it does not appear that a
contribution, recognized for Netherlands dividend
withholding tax purposes, has been made or will be
made; and (iv) partial repayment of paid-in capital,
recognized for Netherlands dividend withholding tax
purposes, if and to the extent that there are net
profits ("zuivere winst"), unless the general meeting
of shareholders of CB&I has resolved in advance to
make such repayment and provided that the nominal
value of the common shares concerned has been reduced
by an equal amount by way of an amendment to our
Articles of Association.
If a holder of common shares is resident in a country
other than The Netherlands and if a taxation
convention is in effect between The Netherlands and
such country, such holder of common shares may,
depending on the terms of such double taxation
convention, be eligible for a full or partial
exemption from, or refund of, Netherlands dividend
withholding tax.
Under the double taxation convention in effect
between The Netherlands and the United States (the
"Treaty"), dividends paid by CB&I to a resident of
the United States (other than an exempt organization
or exempt pension organization) are generally
eligible for a reduction of the 25% Netherlands
withholding tax to 15%, or in the case of certain
U.S. corporate shareholders owning at least 10% of
the voting power of CB&I, 5%, unless the common
shares held by such resident are attributable to a
business or part of a business that is, in whole or
in part, carried on through a permanent establishment
or a permanent representative in The Netherlands. The
Treaty provides for a complete exemption for
dividends received by exempt pension organizations
and exempt organizations, as defined therein. Except
in the case of exempt organizations, the reduced
dividend withholding rate can be applied at source
upon payment of the dividends, provided that the
proper forms have been filed in advance of the
payment. Qualifying U.S. exempt organizations must
seek a full refund of the tax withheld by filing the
proper forms. A holder of common shares other than an
individual will not be eligible for the benefits of
the Treaty if such holder of common shares does not
satisfy one or more of the tests set forth in the
limitation on benefits provisions of Article 26 of
the Treaty.
According to an anti-dividend stripping provision ,
no exemption from, or refund of Netherlands dividend
withholding tax will be granted if the ultimate
recipient of a dividend paid by the Company is not
considered to be the beneficial owner of such
dividend. Such recipient is not considered to be the
beneficial owner if such recipient paid a
consideration (in cash or in kind) in connection with
the dividend and such payment forms part of a
sequence of transactions, and further it is likely
that (i) an individual or a company (other than the
holder of the dividend coupon) benefited, in whole or
in part, directly or indirectly, from the dividend
and such individual or company would not, or to a
lesser extent, be entitled to an exemption from,
reduction of or refund of, Netherlands dividend
withholding tax than the recipient of the dividend,
and (ii) such individual or company, directly or
indirectly, retains or acquires a position in the
shares that is comparable with his/her or its
position in similar shares that he/she or it had
before the sequence of transactions began. The term
"sequence of transactions" as used herein includes
the sole acquisition of one or more dividend coupons
and the establishment of short-term rights of
enjoyment on shares, while the transferor retains the
ownership of the shares. The Netherlands tax
authorities have taken the position that this
beneficial ownership test can also be applied to deny
relief from Netherlands withholding tax under double
tax conventions. However, there are arguments for the
view that the term "beneficial ownership" must be
interpreted in the context of the double taxation
conventions and not with reference to domestic law of
a contracting state.
Under certain circumstances, a transfer of the full
amount of withholding tax withheld to The Netherlands
tax authorities will not be required with respect to
dividend distributions out of dividends received from
CB&I's qualifying foreign affiliates. The amount not
transferred amounts to 3% of the gross amount of any
cash dividend paid on the common shares but will not
exceed 3% of the gross dividends received from CB&I's
qualifying foreign affiliates during the calendar
year until the withholding date and the two previous
calendar years to the extent that these distributions
have not been taken into account in respect of the
determination of a previous reduction of withholding
tax to be transferred. This reduction is not paid out
to holders of Common Shares, but remains with the
Company instead.
Distribution Tax. In the period from January 1, 2001
up to and including December 31, 2005, CB&I will be
subject to a temporary special distribution tax
("surtax") at a rate of 20% on certain dividends that
are qualified as "excessive". Dividends are
considered to be "excessive", among other things,
when the total proceeds distributed during a
particular calendar year exceed the highest of (i) 4%
of CB&I's market capitalization at the beginning of
the relevant calendar year, (ii) twice the amount of
the average annual dividends (exclusive of
extraordinary distributions) by reference to the
three calendar years immediately preceding January 1,
2001, or (iii) CB&I's adjusted consolidated
commercial result for the preceding fiscal year.
Certain exceptions exist. The qualification of this
surtax and the consequences thereof for foreign
shareholders are uncertain. To the extent dividends
that are subject to this surtax are distributed to
certain qualifying shareholders, CB&I is not required
to withhold Netherlands dividend withholding tax.
Taxes on Income and Capital Gains. A holder of common
shares will not be subject to any Netherlands taxes
on income or capital gains in respect of dividends
distributed by CB&I or in respect of any gain
realized on the disposal of common shares (other than
the withholding tax described above), provided that:
(i) such holder is neither resident nor deemed to be
a resident nor opting to be taxed as a resident in
The Netherlands; (ii) such holder does not have an
enterprise or an interest in an enterprise that is,
in whole or in part, carried on through a permanent
establishment or a permanent representative in The
Netherlands and to which enterprise or part of an
enterprise, as the case may be, the common shares are
attributable; (iii) such holder is not a taxable
entity for Netherlands corporate income tax purposes
that is deemed to have a Netherlands enterprise to
which enterprise the common shares are attributable;
(iv) such holder is not an individual performing
other activities in the Netherlands in respect of the
common shares, including activities which are beyond
the scope of normal investment activities; and (v)
such holder does not have a substantial interest or a
deemed substantial interest in CB&I or, if such
holder does have such an interest, it forms part of
the assets of an enterprise. Generally, a holder of
common shares will not have a substantial interest if
he, his partner, certain other relatives (including
foster children) or certain persons sharing his
household, do not hold, alone or together, whether
directly or indirectly, the ownership of, or certain
other rights over, common shares representing five
percent or more of the total issued and outstanding
capital (or the issued and outstanding capital of any
class of shares) of CB&I, or rights to acquire
shares, whether or not already issued, that represent
at any time (and from time to time) five percent or
more of the total issued and outstanding capital (or
the issued and outstanding capital of any class of
shares) of CB&I, or the ownership of certain profit
participating certificates that relate to five
percent or more of the annual profit of CB&I and/or
to five percent or more of the liquidation proceeds
of CB&I. A deemed substantial interest is present if
(part of) a substantial interest has been disposed
of, or is deemed to have been disposed of, on a
non-recognition basis.
Gift, Estate and Inheritance Taxes. No gift, estate
and inheritance taxes will arise in The Netherlands
with respect to an acquisition of common shares by
way of a gift by, or on the death of, a holder of
common shares who is neither a resident nor deemed to
be resident in The Netherlands, unless: (i) the
holder at the time of the gift has or at the time of
his death had an enterprise or an interest in an
enterprise that is or was, in whole or in part,
carried on through a permanent establishment or a
permanent representative in The Netherlands and to
which
enterprise or part of an enterprise, as the case may
be, the common shares are or were attributable; or
(ii) in the case of a gift of shares by an individual
who at the time of the gift was neither resident nor
deemed to be resident in The Netherlands, such
individual dies within 180 days after the date of the
gift, while being resident or deemed to be resident
in The Netherlands. For purposes of Netherlands gift,
estate and inheritance tax, an individual who holds
The Netherlands nationality will be deemed to be
resident in The Netherlands if he has been resident
in The Netherlands at any time during the ten years
preceding the date of the gift or his death. For
purposes of Netherlands gift tax, an individual not
holding The Netherlands nationality will be deemed to
be resident in The Netherlands if he has been
resident in The Netherlands at any time during the
twelve months preceding the date of the gift.
Other Netherlands Taxes and Duties. Save for a
capital tax which will be payable by us, no
registration tax, transfer tax, stamp duty or any
other similar documentary tax or duty will be payable
in The Netherlands in respect of or in connection
with the subscription, issue, placement, allotment or
delivery of the common shares.
Dutch Taxation for Resident Shareholders
The following discussion is intended only for the
following shareholders or investors:
o individuals who are resident or deemed to be
resident in The Netherlands for tax purposes or who
have opted to be taxed as resident in The
Netherlands, excluding (i) individuals who invest in
common shares that form part of a substantial
interest or a deemed substantial interest in CB&I or
(ii) individuals who are, or are deemed to be, CB&I's
employees, director or board members or individuals
who are, or are deemed to be, employees, directors,
board members of companies related to CB&I (the
"Dutch Individuals"); and
o corporate entities, which term includes
associations which are taxable as corporate entities,
that are resident or deemed to be resident in The
Netherlands for tax purposes, excluding corporate
entities that are (i) not subject to Dutch corporate
income tax, (ii) exempt from such corporate income
tax, including but not limited to pension funds
(pensioenfondsen) as defined under Dutch law or (iii)
investment institutions (beleggingsinstellingen) as
defined under Dutch law.
Generally, a holder of common shares will not have a
substantial interest if he, his partner, certain
other relatives (including foster children) or
certain persons sharing his household, do not hold,
alone or together, whether directly or indirectly,
the ownership of, or certain other rights over,
common shares representing five per cent or more of
the total issued and outstanding capital (or the
issued and outstanding capital of any class of
shares) of CB&I, or rights to acquire shares, whether
or not already issued, that represent at any time
(and from time to time) five per cent or more of the
total issued and outstanding capital (or the issued
and outstanding capital of any class of shares) of
CB&I, or the ownership of certain profit
participating certificates that relate to five per
cent or more of the annual profit of CB&I and/or to
five per cent or more of the liquidation proceeds of
CB&I A deemed substantial interest is present if
(part of) a substantial interest has been disposed
of, or is deemed to have been disposed of, on a
non-recognition basis.
Income Tax for Dutch Individuals Not Engaged in an
Enterprise. A Dutch individual (i) who holds common
shares that are not attributable to an enterprise of
which such a Dutch individual derives a share of the
profit, whether as an entrepreneur (ondernemer) or
pursuant to a co-entitlement to the net worth of such
enterprise other than as an entrepreneur or a
shareholder, (ii) who is not performing other
activities in respect of the common shares, including
but not limited to activities which are beyond the
scope of normal investment activities, and (iii) who
does not have a substantial interest or a deemed
substantial interest in CB&I, generally is subject to
income tax at a rate of 30% on a deemed yield of 4%
of the average market value of the common shares in
any one year.
Income Tax for Dutch Individuals Engaged in an
Enterprise and Corporate Entities. Any benefits
derived or deemed to be derived from common shares
(including any capital gains realized on the disposal
thereof) that are attributable to an enterprise of
which such a Dutch individual derives a share of the
profit, whether as an entrepreneur (ondernemer) or
as a person who has a co-entitlement to the net worth
of such enterprise other than by way of shares,
generally are subject to income tax at progressive
rates. Any benefits derived or deemed to be derived
from shares (including any capital gains realized on
the disposal thereof) that are held by a Dutch
corporate entity generally are subject to corporate
income tax.
Withholding Tax. Dividends distributed by CB&I
generally are subject to a withholding tax imposed by
The Netherlands at a rate of 25% per cent. See "Dutch
Taxation for Non-Resident Shareholders -- Withholding
Tax" above for a definition of "dividends distributed
by CB&I" as used herein.
Dutch individuals and Dutch corporate entities
generally can credit the withholding tax against
their Netherlands income tax or corporate income tax
liability and generally are entitled to a refund of
dividend withholding tax insofar as the withholding
tax exceeds their aggregate income tax or corporate
income tax liability. In the case of certain holders
of common shares subject to Dutch corporate income
tax and enjoying the participation exemption, no
withholding tax may need to be withheld at all.
According to an anti-dividend stripping provision, no
exemption from, credit, reduction of, or refund of,
Netherlands dividend withholding tax will be granted
if the ultimate recipient of a dividend paid by CB&I
is not considered to be the beneficial owner of such
dividend (see "Dutch Taxation for Non-Resident
Shareholders -- Withholding Tax" above for a
description of who is considered a "beneficial
owner").
Distribution Tax. In the period from January 1, 2001
up to and including December 31, 2005, CB&I will be
subject to a temporary special distribution tax at a
rate of 20% on certain dividends that are qualified
as "excessive" (see "Dutch Taxation for Non-Resident
Shareholders -- Distribution Tax" above for a
description of what is considered "excessive").
Certain exceptions exist. To the extent dividends
that are subject to this surtax are distributed to
certain qualifying shareholders, CB&I is not required
to withhold Netherlands dividend withholding tax.
Gift, Estate and Inheritance Taxes. Netherlands gift,
estate or inheritance taxes may apply to an
acquisition of common shares by way of a gift by, or
on the
death of, a holder of common shares who is resident
or deemed to be resident in The Netherlands,
including if: (i) the holder at the time of the gift
has or at the time of his death had an enterprise or
an interest in an enterprise that is or was, in whole
or in part, carried on through a permanent
establishment or a permanent representative in The
Netherlands and to which enterprise or part of an
enterprise, as the case may be, the common shares are
or were attributable; or (ii) in the case of a gift
of shares by an individual who at the time of the
gift was neither resident nor deemed to be resident
in The Netherlands, such individual dies within 180
days after the date of the gift, while being resident
or deemed to be resident in The Netherlands.
For purposes of Netherlands gift, estate and
inheritance tax, an individual who holds The
Netherlands nationality will be deemed to be resident
in The Netherlands if he has been resident in The
Netherlands at any time during the ten years
preceding the date of the gift or his death. For
purposes of Netherlands gift tax, an individual not
holding The Netherlands nationality will be deemed to
be resident in The Netherlands if he has been
resident in The Netherlands at any time during the
twelve months preceding the date of the gift.
Other Netherlands Taxes and Duties. Save for capital
tax which will be payable by CB&I, no registration
tax, transfer tax, stamp duty or any other similar
documentary tax or duty will be payable in The
Netherlands in respect of or in connection with the
subscription, issue, placement, allotment or delivery
of the common shares.
Item 2. Exhibits.
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Articles of Association, as amended, of the
Registrant are incorporated by reference to Exhibit 3
of Registrant's Form 10K/A dated May 31, 2002
amending Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 2001
Shareholder Agreement dated as of December 28, 2000
(as amended by an Amendment thereto dated as of
February 7, 2001) among First Reserve Fund VIII,
L.P., Registrant and certain shareholders of
Registrant is incorporated by reference to (i)
Exhibit 6 of Registrant's Current Report on Form 8-K
dated January 8, 2001 and (ii) Exhibit 6 of
Registrant's Current Report on Form 8-K dated
February 22, 2001
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration to be signed on
its behalf by the undersigned, thereto duly authorized.
CHICAGO BRIDGE & IRON COMPANY N.V.
By: Chicago Bridge & Iron Company B.V.,
Managing Director
By: /s/ Richard E. Goodrich
-------------------------------------
Richard E. Goodrich
Managing Director
Date: January 7, 2004