SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 7, 2001 PITT-DES MOINES, INC. (Exact name of registrant as specified in its charter) Commonwealth of Pennsylvania 1-5259 25-0729430 (State or other jurisdiction (Commission (IRS Employer or incorporation) File Number) Identification Number) Town Center One, Suite 400, 1450 Lake Robbins Road, The Woodlands, TX 77380 (Address of principal executive offices) (ZIP code) Registrant's telephone number including area code: (281) 765-4600 Item 2. Acquisition or Disposition of Assets. During 2000, the Registrant announced that it engaged the firm of Tanner & Co., Inc. to assist the Board of Directors' consideration of strategic alternatives to enhance shareholder value, including the potential sale or other disposition of part or all of the Company. Pursuant to an asset purchase agreement between the Registrant, Chicago Bridge & Iron Company N.V. ("CB&I") and CB&I Constructors, Inc. (together with ---- the CB&I, the "Purchaser") dated as of February 7, 2001 (the "Asset Purchase --------- -------------- Agreement"), the Purchaser acquired all of the Registrant's right, title and --------- interest in and to the properties and assets used by the Registrant's Engineered Construction and Water Divisions in the business of engineering, fabricating and erecting tanks and systems for liquid and cryogenic storage and water storage. As consideration for the transactions contemplated under the Asset Purchase Agreement, the Registrant received $40 million in cash and 2,848,172 shares of the common stock of CB&I, par value NLG 0.01 per share (the "CB&I Shares"). The ----------- Registrant, CB&I and certain of the shareholders of CB&I also entered into a shareholder agreement dated February 7, 2001 (the "Shareholder Agreement") which --------------------- provides the Registrant and CB&I with certain rights concerning the Registrant's disposition of the CB&I Shares. The Asset Purchase Agreement and the Shareholder Agreement are incorporated herein by reference from Schedule 13D filed by the Registrant on February 20, 2001. On November 3, 2000, the Company sold all the stock of PDM Strocal, Inc. and Candraft Detailing, Inc., both wholly-owned subsidiaries, to David L. Long, the president of the structural steel fabrication and erection business unit. Total consideration was $29.1 million consisting of $18.8 million in cash and the assignment of $10.3 million of PDM Strocal accounts receivable to the Company. The sale was effective August 31, 2000. On January 30, 2001, the Company sold all the stock of Oregon Culvert Co., Inc., a wholly owned subsidiary, to Contech Construction Products Inc. for $8.3 million in cash. Anticipated gains on the sales of the Engineered Construction and Water Divisions and the Oregon Culvert Co., Inc. subsidiary are deferred until 2001, when such gains will be realizable. Certain assets of the disposed operations have been retained by the Registrant and are reported as net assets from discontinued operations. The Registrant intends to utilize cash proceeds from the dispositions to pay down any outstanding debt on its revolving credit facility. Item 7. Financial Statements and Exhibits. (b) Pro forma financial information. The Pro Forma statements attached hereto, together with the financial information provided in the Form 10-Q filed by the Registrant on November 14, 2000 and incorporated herein by reference, reflect the disposition of the following divisions/operations: i). Engineered Construction and Water Divisions as discussed in Item 2 herein; ii). PDM Strocal, Inc. and Candraft Detailing, Inc.; and iii). Culvert Operations. The following Pro Forma financial information of Pitt-Des Moines, Inc. is attached as part of this report: Pro Forma Condensed Statement of Operations for the Year Ended December 31, 1999. Pro Forma Condensed Statement of Operations for the Nine Months Ended September 30, 2000. Pro Forma Condensed Balance Sheet as of September 30, 2000. Notes to Pro Forma Condensed Financial Statements. PITT-DES MOINES, INC. Pro Forma Condensed Statement of Operations For The Year Ended December 31, 1999 (In Thousands, Except per Share Data)

(See Notes to the Pro Forma Condensed Financial Statements) PITT-DES MOINES, INC. Pro Forma Condensed Statement of Operations For The Nine Months Ended September 30, 2000 (In Thousands, Except per Share Data)

(See Notes to the Pro Forma Condensed Financial Statements) PITT-DES MOINES, INC. Pro Forma Condensed Balance Sheet As of September 30, 2000 (In Thousands)

See Notes to Pro Forma Condensed Financial Statements PITT-DES MOINES, INC. Notes to Pro Forma Condensed Financial Statements (In Thousands) Statement of Operations - (a) To record a reduction in interest expense due to revolver pay down and an increase in interest income on invested excess funds. (b) To record an increase in income tax expense at the statutory rate of 35% for the impact of the Pro Forma adjustments. Balance Sheet - (a) To record cash proceeds from the dispositions, net of payment on the revolving credit facility. (b) To record stock proceeds from the disposition of the Engineered Construction and Water Storage Divisions. (c) To record the reversal of net assets from discontinued operations. (d) To accrue income tax payable on the estimated gain from dispositions at the statutory rate of 35%. (e) To record the estimated deferred gain on dispositions, net of tax. (f) To record payment on the revolving credit facility with proceeds from the dispositions. (c) Exhibits. Exhibit No. ----------- 2.1 Asset purchase agreement between Pitt-Des Moines, Inc., Chicago Bridge & Iron Company N.V. and CB&I Constructors, Inc. dated as of February 7, 2001 previously filed as an Exhibit to Form 13D filed by the Registrant on February 20, 2001 and incorporated herein by reference. 2.2 Shareholder agreement between Pitt-Des Moines, Inc., Chicago Bridge & Iron Company N.V. and certain shareholders of Chicago Bridge and Iron Company N.V. dated as of February 7, 2001 previously filed as an Exhibit to Form 13D filed by the Registrant on February 20, 2001 and incorporated herein by reference. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. PITT-DES MOINES, INC. Date: February 22, 2001 By: /s/ Richard A. Byers Name: Richard A. Byers Title: Vice President, Finance and Treasurer

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