[Execution]
AMENDMENT NO. 2
TO
ASSET PURCHASE AGREEMENT
THIS AMENDMENT NO. 2 is dated May 31, 2001 with retroactive effect to
February 7, 2001 (this "Amendment No. 2") by and among PITT-DES MOINES, INC., a
Pennsylvania corporation ("Seller"), CHICAGO BRIDGE & IRON COMPANY N.V., a
Netherlands company ("CB&I"), and CB&I CONSTRUCTORS, INC., a Texas corporation
("CB&I Sub," and collectively with CB&I, "Purchaser").
RECITALS
--------
A. Seller and Purchaser entered into that certain Asset Purchase
Agreement dated as of February 7, 2001, as amended by Amendment No. 1 thereto
dated March 7, 2001 (the "Asset Purchase Agreement").
B. The parties desire to further amend the Asset Purchase Agreement upon
the terms and conditions set forth herein with retroactive effect to February 7,
2001.
NOW, THEREFORE, in consideration of the mutual promises and covenants set
forth in this Amendment No. 2, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereto, intending to be legally bound, agree as follows:
1. Definitions. Unless specifically defined herein, each capitalized term
-----------
used herein which is defined in the Asset Purchase Agreement shall have the
meaning assigned to such term in the Asset Purchase Agreement. The following
definitions are restated or added in alphabetical order in Section 1.1 of the
Asset Purchase Agreement:
"Contracts" has the meaning specified in Section 2.1.4 and shall
--------- -------------
include the PDM Venezuela Contracts.
"PDM Venezuela" means Construcciones PDM, Venezuela, C.A., a
-------------
Venezuelan corporation.
"PDM Venezuela Assets" has the meaning specified in Section 2.1.16.
-------------------- --------------
"PDM Venezuela Contracts" has the meaning specified in Section
----------------------- -------
2.1.16.
------
"Retained Excluded Accounts Receivable" means $1,454,344 of
-------------------------------------
collected Excluded Accounts Receivable designated by Seller and
Purchaser as Excluded Assets as of May 31, 2001.
2. Certain Interpretive Matters. Section 1.2 of the Asset Purchase
----------------------------
Agreement is hereby amended by inserting the following sentence at the end of
Section 1.2:
"The Assets, Excluded Assets, Assumed Liabilities and
Excluded Liabilities that relate to PDM Venezuela subject
to this Agreement are described solely in Section 2.1.16,
--------------
Section 2.2.9, Section 4.1(i) and Section 4.2(j),
------------- -------------- --------------
respectively."
3. Purchase and Sale of Assets. Section 2.1 of the Asset Purchase
---------------------------
Agreement is hereby amended by (i) deleting the phrase "the Significant
Subsidiaries" in subsection 2.1.13 and substituting therefor "Hycon, Inc.", and
(ii) inserting a new Section 2.1.16 at the end of Section 2.1 reading as
follows:
"2.1.16. PDM Venezuela. The following assets
-------------
relating to PDM Venezuela: (a) machinery and equipment
(including field equipment, office furniture and
equipment, and computers); (b) inventories (including raw
materials and work-in-process); (c) contract rights
relating to the customer project contracts and the
warehouse lease listed on Schedule 2.1.16(a) (the "PDM
------------------ ---
Venezuela Contracts"); (d) the accounts receivable listed
-------------------
on Schedule 2.1.16(b); and (e) cash on hand in the amount
------------------
of $557,098. Such assets shall be referred to in this
Agreement as the "PDM Venezuela Assets" and shall be
--------------------
deemed part of the Assets for purposes of this Agreement."
4. Excluded Assets. (a) Section 2.2.1(b) of the Asset Purchase Agreement
---------------
is hereby amended and restated to read in its entirety as follows:
"(b) cash in certain foreign bank accounts not exceeding
$580,482 in aggregate amount."
(b) Section 2.2.3(b) of the Asset Purchase Agreement is hereby
amended and restated to read in its entirety as follows:
"(b) the construction contracts of Seller's Engineered
Construction Division relating to (i) the Enron LNG
Project, (ii) the Tampa Sea-3 Project, (iii) the Panama
Refineria project in Colon, Panama (#48070), (iv) the X.X.
Xxxxxx Co. project in Reidsville, NC (#49055), (v) the
Northwestern Mechanical project in Xxxxx Creek, TX
(#48206), (vi) the Fina Oil and Chemical Co. project in
Port Xxxxxx, TX (#49002), and (vii) subject to Section
-------
2.3.2(b) below, the Contracts listed in subsection (a) of
--------
Section 5.1.12 of the PDM Disclosure Schedule other than
those Contracts listed or described in Schedule 2.2.3
--------------
(such Contracts listed in Schedule 2.2.3 to be included in
--------------
the Assets); and"
(b) Section 2.2 of the Asset Purchase Agreement is hereby amended by
inserting a new Section 2.2.9 at the end of Section 2.2 reading as follows:
"2.2.9. PDM Venezuela. The following assets relating
-------------
to PDM Venezuela: (a) prepaid taxes, (b) patents, (c)
building and
2
leasehold improvements, (d) goodwill and (e) miscellaneous
assets (including guaranty deposits and deferred
charges)."
5. Purchase Price Adjustment. (a) Section 3.2(a) of the Asset Purchase
-------------------------
Agreement is hereby amended by deleting the phrase "April 15, 2001" in the
second line thereof and substituting therefor " May 8, 2001".
(b) Section 3.2(a)(2) of the Asset Purchase Agreement is hereby amended
and restated to read in its entirety as follows:
" (2) if the Adjusted Net Working Capital of the Divisions
as so calculated is less than the Target Adjusted Net
Working Capital of the Divisions, the Cash Amount shall be
decreased by the difference between such Adjusted Net
Working Capital of the Divisions and the Target Adjusted
Net Working Capital of the Divisions, and Seller shall pay
Purchaser cash in an amount equal to such difference."
6. Excluded Accounts Receivable. The parties agree that the treatment of
----------------------------
the accounts receivable (including certain unbilled retainage) described in
Section 2.2.2 of the PDM Disclosure Schedule, heretofore referred to in the
Asset Purchase Agreement as "Excluded Accounts Receivable", shall be modified
such that such accounts receivable (other than the Retained Excluded Accounts
Receivable) shall instead be considered "Assets" rather than "Excluded Assets"
and shall therefore be the sole and exclusive property of Purchaser. Toward that
end, as of May 31, 2001, (i) the provisions of Section 3.3 of the Asset Purchase
Agreement (and the defined term "Excluded Accounts Receivable") shall be
terminated and inoperative, and Section 2.2.2(a) shall be amended in its
entirety to read "Retained Excluded Accounts Receivable", (ii) any amounts
previously remitted by Purchaser to Seller with respect to such formerly treated
"Excluded Accounts Receivable" (other than the Retained Excluded Accounts
Receivable) shall be returned to Purchaser (or credited to Purchaser in
connection with the Purchase Price Adjustment provided in Section 3.2 of the
Asset Purchase Agreement), and (iii) any proceeds or amounts heretofore or
hereafter collected by Purchaser with respect to such formerly treated "Excluded
Accounts Receivable" (other than the Retained Excluded Accounts Receivable)
shall be retained by Purchaser as its sole and exclusive property.
7. Assumed Liabilities. Section 4.1 of the Asset Purchase Agreement is
-------------------
hereby amended by (i) deleting the word "and" at the end of Section 4.1(g), (ii)
substituting "; and" for the period at the end of Section 4.1(h), and (iii)
inserting a new Section 4.1(i) at the end of Section 4.1 reading as follows:
"(i) The following liabilities, and only the
following liabilities, relating to PDM Venezuela: (i)
liabilities and obligations relating to the PDM Venezuela
Contracts and (ii) the accounts payable listed on Schedule
--------
2.1.16(c)."
---------
8. Excluded Liabilities. Section 4.2 of the Asset Purchase Agreement is
--------------------
hereby amended by (i) deleting the word "and" at the end of Section 4.2(h), (ii)
substituting "; and" for
3
the period at the end of Section 4.2(i), and (iii) inserting a new Section
4.2(j) at the end of Section 4.2 reading as follows:
"(j) All liabilities and obligations arising out of
or relating to the business or operations of PDM Venezuela
at or for any period of time (including the period of time
from February 7, 2001 to May 31, 2001), including, but not
limited to, the following: (i) accrued taxes, (ii)
indebtedness, and (iii) payroll, tax and other obligations
relating to PDM Venezuela employees and terminated
employees, other than obligations relating to former
employees of PDM Venezuela whom Purchaser in its sole
discretion determines to employ."
9. Certain Tax Matters. Section 7.4(a) of the Asset Purchase Agreement is
-------------------
hereby amended to insert the following clause at the end of Section 7.4(a):
"; provided, however, that all transfer, sales, value
added (VAT), excise and other similar taxes and recording
and filing fees pertaining to the transfer of the PDM
Venezuela Assets (and any retransfer of the stock of PDM
Venezuela) shall be paid by Seller."
10. Expenses. Section 9.2 of the Asset Purchase Agreement is hereby
--------
amended to insert the following clause at the end of Section 9.2:
"; provided, however, that Seller will pay the reasonable
-------- -------
fees and disbursements of Purchaser's local Venezuela
counsel, Xxxxxx, Xxxxx Xxxxx, Antkly & Xxxxx, incurred in
connection with the preparation for, and consummation of,
the transfer of the PDM Venezuela Assets (and any
retransfer of the stock of PDM Venezuela)."
11. Passage of Title and Risk of Loss. Section 9.10 of the Asset Purchase
---------------------------------
Agreement is hereby amended and restated to read in its entirety as follows:
" Legal title, equitable title and risk of loss with
respect to the Assets will not pass to Purchaser until the
Assets are Transferred at the Closing, which Transfer,
once it has occurred, will be deemed effective for Tax,
accounting and other computational purposes as of 11:59
p.m. (Central Time) on December 31, 2000 (the "Effective
---------
Time"); provided, however, that Transfer of the PDM
---- -------- -------
Venezuela Assets will be deemed effective as of 1:00 p.m.
(Central Time) on February 7, 2001. Notwithstanding any
other provision of this Agreement to the contrary, from
and after the Effective Time through February 9, 2001, any
revenue or income received or recognized by Seller with
respect to the Divisions (other than with respect to PDM
Venezuela) shall be for the benefit of, and be paid to,
Purchaser, and any cost or expense paid or incurred by
Seller
4
with respect to the Divisions (other than with respect to
PDM Venezuela) shall be for the account of, and be
reimbursed by, Purchaser. Within a reasonable period after
the Closing Date (and in no event later than May 31,
2001), Purchaser shall prepare and present a statement to
Seller setting forth a calculation of (i) all moneys
loaned, advanced or paid by Seller to, or for the benefit
of, the Divisions (other than to or for the benefit of PDM
Venezuela) from and after the Effective Time through
February 9, 2001, (ii) all moneys loaned, advanced,
dividended, paid or applied by or from the Divisions
(other than by or from PDM Venezuela) to, or for the
benefit of, the Seller (excluding the Divisions) or any
Affiliate of Seller (including, but not limited to, any
amounts so paid or applied relating to any Excluded
Liability, corporate overhead charge or other corporate
allocation) from and after the Effective Time through
February 9, 2001, and (iii) any net funds paid,
contributed or advanced to PDM Venezuela by Purchaser from
February 7, 2001 through May 31, 2001 not previously
accrued as a deduction to working capital on the Audited
Final Balance Sheet or not previously paid or reimbursed
to Purchaser by Seller, together with such documentation
as is reasonably necessary to support such calculations.
The net difference between the total amount shown in (i),
on the one hand, and the aggregate amount shown in (ii)
and (iii), on the other hand, shall be paid by Seller or
Purchaser, as the case may be, at the time of the Purchase
Price adjustment provided in Section 3.2."
-----------
12. Rescission of Stock Transfer; Waiver. (a) Immediately prior to the
------------------------------------
consummation of the transfer of the PDM Venezuela Assets by Seller to Purchaser,
and the assumption by Purchaser of the liabilities described in Section 4.1(i)
of the Asset Purchase Agreement, Purchaser shall transfer and return to Seller
the outstanding capital stock of PDM Venezuela (all such transactions
hereinafter collectively referred to as the "PDM Venezuela Transactions"). In
connection with such transfer to Seller of the capital stock of PDM Venezuela,
Purchaser makes no representation or warranty to Seller other than the
representation and warranty that Purchaser has imposed no lien, pledge or
encumbrance on such capital stock during any deemed ownership thereof. The
transaction by which such capital stock was originally transferred by Seller to
Purchaser shall be treated as rescinded on the books and records (stock
register) of PDM Venezuela.
(b) Purchaser on its behalf and on behalf of all other Purchaser
Indemnitees hereby waives any and all indemnification and other claims against
Seller pursuant to Sections 3.2 or 8.2(a)(i) of the Asset Purchase Agreement or
otherwise based on or relating to any discrepancy in numbers between (i) the
December 31, 2000 PDM Venezuela balance sheet marked "At Closing" attached to
Schedule 2.1.16, which financial data was included in the Financial Statements
originally delivered by Seller to Purchaser at Closing on February 7, 2001 and
referred to in Section 5.1.4(c) of the Asset Purchase Agreement, and (ii) the
December 31, 2000 PDM Venezuela balance sheet marked "Revised" attached to
Schedule 2.1.16, which revised
5
financial data has been delivered by Seller to Purchaser prior to the execution
of this Amendment No. 2.
13. Purchase Option. At any time subsequent to November 30, 2001 and on or
---------------
prior to November 30, 2002, Purchaser shall have the right to acquire all the
outstanding capital stock of PDM Venezuela from Seller at a purchase price equal
to $1,000 (One Thousand Dollars). Purchaser shall notify Seller in writing of
its election to exercise such purchase option and the date estimated for
consummation of such purchase (not less than five nor more than 45 days after
the date of such notice, but in any event not later than November 30, 2002).
14. Counterparts; Effectiveness. This Amendment No. 2 may be executed in
---------------------------
counterparts, each of which when so executed being deemed an original and all of
which taken together constituting one and the same agreement. This Amendment No.
2 (other than paragraph 6) and the PDM Venezuela Transactions being consummated
in connection with the execution hereof shall be retroactively effective to
February 7, 2001 (including for accounting and financial reporting purposes).
15. Effect of Amendment. Except as expressly set forth herein, all terms
-------------------
and conditions of the Asset Purchase Agreement shall remain unchanged and in
full force and effect.
16. Governing Law. This Amendment No. 2 shall be governed by and construed
-------------
in accordance with the substantive laws of the State of Illinois, without giving
effect to the principles of conflicts of laws thereof.
[signature page follows]
6
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed as of the day and year first above written.
PITT-DES MOINES, INC.
By: /s/ X. X. Xxxxx
---------------------------------------
Name: X. X. Xxxxx
-------------------------------------
Title: Vice President Finance & Treasurer
------------------------------------
CHICAGO BRIDGE & IRON COMPANY N.V.
By: CHICAGO BRIDGE & IRON COMPANY
B.V., its Managing Director
By: /s/ X. X. Xxxxxxx
---------------------------------------
Name: X. X. Xxxxxxx
-------------------------------------
Title: Managing Director
------------------------------------
CB&I CONSTRUCTORS, INC.
By: /s/ X. X. Xxxxxxx
---------------------------------------
Name: X. X. Xxxxxxx
-------------------------------------
Title: Vice President
------------------------------------
ACCEPTED AND AGREED:
PDM LATIN AMERICA, LTD.
By: /s/ X. X. Xxxxx
-----------------------
Name: X. X. Xxxxx
---------------------
Title: Vice President Finance & Treasurer
----------------------------------
7
SCHEDULE 2.1.16
PDM VENEZUELA
(a) PDM Venezuela Contracts
-----------------------
Contract No. Description Client Location
------------ ----------- ------ --------
69001 Engineering, procurement, SINCOR San Diego De Cabrutica,
fabrication and construction of two Anzoategui State
110.000 BBls (Crude oil /Diluent)
tanks, two 30.000 BBls tanks for
water process, one 4.000 BBls
potable water tank and one of 1.000
BBls diluent tank, including
concrete foundations, cathodic
protection and illumination
69003 Engineering, procurement, ACCROVEN Xxxx, Anzoategui State
fabrication and construction of (1)
500.000 BBls Propane Tank, (1)
100.000 BBls Butane tank, (1) 10.000
BBls Propane Sphere and (1) 30.000
BBls Fire Water tank, including
concrete foundations, cathodic
protection and heating systems.
69004 Engineering, procurement, SINCOR/Petrozuata San Diego De Cabrutica,
fabrication and construction of Anzoategui State
three 220.000 BBls crude oil tanks
and one 80.000 BBls diluent tank,
including dome roof, concrete
foundations and cathodic protection.
60003 Modifications on two 220.000 BBls. Petrozuata San Diego De Cabrutica,
crude oil tanks, one 80.000 BBls Anzoategui State
crude oil tank and one 5.000 BBls
process water tank. The work
includes engineering, procurement,
fabrication and construction of
several parts for the tanks, such as
new nozzles, nozzle modifications,
new internal pipes and aluminum
domes repairs.
S-1
Contract No. Description Client Location
------------ ----------- ------ --------
60006 Engineering, procurement, PDVSA El Xxxxxx, Monagas State
fabrication and construction of one
250.000 BBls crude oil tank,
including aluminum dome roof,
aluminum floating cover, soil
improvement, concrete foundation,
cathodic protection, pipe
connections to the plant, fire
system and the electricity and
instrumentation
60007 Engineering, procurement, Petrozuata San Diego De Cabrutica,
fabrication and construction of Anzoategui State
three 5.000 BBls. tanks for
industrial water, produced water and
water and oil, two 2.000 BBls tanks
for produced water/crude oil and
other fluids and one 1.000 BBls tank
for produced water/crude oil.
Includes concrete foundations
60008 Engineering, procurement, SADE Oritupano, Monagas State
fabrication and construction of 4
36.000 BBls Water tanks for two
water injection plants, including
soil improvement, concrete
foundations and cathodic protection
S-2
(b) PDM Venezuela Accounts Receivable
---------------------------------
[Jobs Purchased]
Accounts Receivable
as of 7 Feb 2001
Contract ===========================================
Number Client US$ Bs.
-------- ----------------- -------------------------------------------
69001 SINCOR
69003 ACCROVEN 369,592.84
69004 SINCOR/Petrozuata 24,582.53 14,886.662.00
00000 Xxxxxxxxxx 92,088,107.97
60006 PDVSA - Xxxxxx 241,910,960.63
60007 Petrozuata 183,970,128.27
60008 SADE - Oritupano 649,320,874.50
-------------------------------------------
Sub-Total 394,175.37 1,182,176,733.37
[Jobs Not Purchased]
Accounts Receivable
as of 7 Feb 2001
Contract ===========================================
Number Client US$ Bs.
-------- ----------------- -------------------------------------------
68013 ISLA - Curacao
69002 Concenegro (JGC) 73,833,368.18
69007 Xxxxxxxx
60001 PDVSA 46,651,936.00
60002 Bariven 3,958.85
60004 Pequiven
-------------------------------------------
Sub-Total 3,958.85 120,485,304.18
S-3
[Other]
Accounts Receivable
as of 7 Feb 2001
Contract =============================================
Number Client US$ Bs.
-------- -------------- ---------------------------------------------
68001 Solquim 211,828,369.60
68012 INEPAR 1,568,974.23
Misc Z&P 32,432.78
69612 Bariven 25,190.00
69006 Petro-Orinoco 34,887,811.00
---------------------------------------------
Sub-Total 57,622.78 248,285,154.83
TOTAL 455,757.00 1,550,947,192.38
(c) PDM Venezuela Accounts Payable
------------------------------
Accounts Payable as of : 01/31/01
Vendor Name Amount (Bolivars)
PJ003 TUBOACERO, C.A 5,914,590.27
PJ009 TRANSVALCAR 2,498,952.04
PJ012 SATELITES Y COMUNICACIONES, C. 742,305.00
PJ013 L`XXX AGENTE ADUANAL 5,640,188.81
PJ035 VENGAS DE ORIENTE, S.A 973,250.00
PJ054 IMPER SIMEX, S.A. 3,485,843.72
PJ069 C.A.N.T.V. 996,476.33
PJ086 Ofidani S.A. 999,172.80
PJ089 COMUNICACIONES HYETTE DE VZLA. 1,587,480.84
PJ096 TESORERIA NACIONAL 17,605,750.42
PJ097 XXXXXX XXXXXX SUCESORES, C.A. 0.00
PJ098 FENIX MAQUINARIAS, C.A. 12,234,568.15
PJ099 DIPROCAVE, C.A. 0.00
PJ103 Taller Landolfo C.A. 96,000.00
PJ110 DIPROSICA 41,857,941.43
PJ114 Den Spie 24,427,406.15
PJ116 Inversiones Luxy Mor C.A. 105,486.50
PJ117 Administradora Serdeco C.A. 1,000,553.00
PJ119 Ferrum, C.A. -1,369.29
PJ120 Catodica C.A. 37,069,429.18
S-4
PJ122 Inspecta S.A. 1,064,850.00
PJ127 Steelfa C.A. 2,086,991.50
PJ141 AGA Gas, C.A. 728,769.60
PJ144 Walco Industrial, S.A. 627,460.00
PJ145 Presimpca 0.00
PJ147 COSMAUPACA 2,576,250.00
PJ150 EFCO DE VENEZUELA C.A. 2,952,097.84
PJ154 C.B.T. Comunicaciones, C.A. -330.00
PJ165 HERTZ RENTA MOTOR, C.A. 1,665,802.73
PJ173 PRAXAIR VENEZUELA S.A. 0.00
PJ185 HIDROCAPITAL 3,912,031.07
PJ186 CORP-BANCA C.A. 1,389,235.39
PJ196 I.V.S.S. 9,585,614.05
PJ197 CALZADOS FION, C.A. 48,082.65
PJ198 PRODUSCA 1,233,577.20
PJ207 Federal Express 128,632.17
PJ226 FERREMANGUERAS, C.A. 2,142,845.70
PJ233 Alcaldia del Municipio Monagas 25,685,480.18
PJ243 Hotel Punta Palma, C.A 5,583.13
PJ247 Promociones Sinegar C.A. 772,001.07
PJ249 Archicentro C.A. 121,158.00
PJ279 Ematro C.A. 397,266.91
PJ288 Blindados de Oriente, S.A. 2,142,561.79
PJ299 Solvicom S.R.L. 621,920.00
PJ308 Cooperheat-MQS de Venezuela C. 29,457,014.25
PJ312 DIESEL INYECCION XXXX, C.A 533,960.00
PJ315 PRESTO COPY, C.A 144,638.69
PJ318 VENEFCO, S.A 0.00
PJ343 SENIAT 203,418.33
PJ345 MANTENIMIENTOS MP, C.A 111,037,326.58
PJ357 INMADICA 564,859.99
PJ367 CENTRO DE ESPECIALIDADES MEDIC 1,095,292.00
PJ371 CENTRO DE ESP MEDIC STA XXXXXX 1,729,695.00
PJ373 AGENCIA DE VIAJES PASSARINI-SU 163,105.32
PJ384 SUPER CAUCHO LAS GARZAS, C.A 714,480.00
PJ388 DISTACA ORIENTE, C.A 1,506,591.00
PJ397 SERVICIOS PORTATILES ANZOATEGU 665,400.00
PJ404 VENAMCHAM 145,415.00
PJ436 ESCIMECA 0.00
PJ439 CROMAS COATINGS DE VENEZUELA 3,993,628.50
PJ445 GRUPO PUBLICITARIO 43, C.A -19,656.00
PJ455 SERVIPROI, C.A 1,108,686.82
PJ462 XXXXXX, C.A 5,689,307.38
PJ463 GENIUS 2019 COMPUTER, C.A 4,513.16
PJ481 SEMIRCA, C.A 4,020,873.60
PJ484 RIESE & CIA, S.A 157,593.22
S-5
PJ505 CONSTRUCC PDM VENEZUELA, C.A -5,636,067.25
PJ509 SEGUROS XXXXX, C.A 1,025,551.75
PJ517 GENERAL DE SEGUROS, S.A 168,437.88
PJ539 PROVIA MONTAJES INDUSTRIALES 137,344,081.11
PJ562 DISTRIBUIDORA OSOROMA, C.A 555,096.00
PJ589 INVERSIONES DORADO SUITES, C.A 99,864.61
PJ595 DITELCA 922,870.00
PJ598 DIPUSOLCA, C.A. 331,169.76
PJ605 COMMETASA 13,511,070.18
PJ617 ARTE Y PUBLICIDAD CENTURY XXI, 217,550.00
PJ620 CLEAN MASTER, C.A 854,100.00
PJ622 CABLE ACERO,C.A. 496,243.00
PJ623 TORNILLOS Y FERRETERIA, C.A. 18,817,514.96
PJ630 CONTRUVALCA 13,740.00
PJ631 FERREKINO, C.A 384,765.80
PJ639 VENE ALQUILER 864,475.00
PJ663 INTERCHEM 23,972,442.61
PJ664 C.A. VENEZOLANA DE PINTURA 1,396,808.48
PJ670 EDICIONES EBRO,C.A. 59,920.00
PJ676 GRUSICA 1,235,250.00
PJ712 PANALPINA C.A. 2,877,817.32
PJ716 HIERROBECO, C.A. 4,568,383.30
PJ717 FERRETOOLS, C.A. 873,635.00
PJ719 CORIMON PINTURAS C.A. 21,950,717.84
PJ728 SANDBLASOL, C.A. 16,509,664.95
PJ734 COMERCIAL XXXXXXXX XXXXXXX,C.A 2,877,367.83
PJ742 ASERRADERO EL TABLAZO, C.A. 1,013,499.56
FARMACIA PRINCIPAL DE
PJ762 TEMBLDO 79,919.00
PJ767 Servicios Secretariales Xxxxxx 49,980.00
PJ782 RESTAURANT LOS PINOS 101,900.00
PJ794 FERROMESA, C.A. 1,027,065.00
PJ795 REFERSUCA 515,250.00
PJ796 UNITED XXXXXXXX SERVICES, INC -1,314,855.08
PJ813 K.C. DRIVERS EXECUTIVE XV, C.A 353,780.00
PJ814 FANTASIAS ROGASCA, C.A. 66,639.00
PJ817 CONSTRUCCIONES PDM (SINCOR) 400,000.00
PJ818 CONSTRUCCIONES PDM (XXXXXXXX) 6,637,497.54
CONSTRUC.PDM VENEZUELA
PJ819 (ACCRO) 10,951,917.14
CONSTRUC.PDM
PJ820 VNZLA,(PETROZUATA 2,859,013.33
PJ823 CONSTRUCIONES PDM (EL XXXXXX) 0.00
CONSTRUCCIONES PDM(CERRO
PJ831 NEGRO 3,559,181.04
PJ842 PALASERVI, C.A. 196,196,932.61
S-6
PJ848 ESTACION DE SERV.LOS PINOS, CA 523,232.00
PJ858 RIPECCA 20,759,884.52
PJ862 CONSTRUCCIONES PDM (XXXXXX) 1,874,976.30
PJ863 CONSTRUCCIONES PDM (ORITUPANO) 421,780.00
PJ866 GUARDIANES DE ORIENTE, C.A. 1,057,500.00
PJ869 INVERSIONES LOS HERMANOS, C.A. 2,850,706.50
PJ875 SELETECNICA,C.A. 310,608.00
TRANSPORTE XXXXXXX
PJ882 XXXXXXXXX, 635,550.00
PJ883 CIBERNET ORIENTE, S.A. 45,110,320.70
PN032 XXXXXXX XXXXXXX 3,925,000.00
PN042 XXXXX XXXXX 42,500.00
PN108 Xxxxxx Xxxxxxx -2.00
PN128 Xxxx Xxxxxxx Xxxxxxxx 10,600.00
PN140 Xxxxx Xxxxxx -527,610.00
PN150 Xxxx Xxxxxxx -120,073.80
PN162 XXXXXXXX XXXXX -23,097.34
PN163 XXXXXXXX XXXXXX 0.00
PN410 ANTONIO XXXX XXXXX XXXXXX -2,340.00
PN451 XXXX XXXX XXXXXXX 294,936.00
PN575 XXXXXX XXXXX -242,870.00
PN584 XXXXX XXXXX XXXXX 0.00
PN784 XXXX X XXXXXX 2,040,000.00
PN804 XXXX XXXXXX XXXXX 2,010,515.00
PN806 XXXXX XXXX XXXXXX -3,833.33
PN807 XXXXXX XXXXX 1,439,124.70
PN808 XXXXXX XXXXXXX 40,660.00
----------------
931,256,305.69
Other
A/P
Accts Payable Accrual 96,227,068.00
Downpayments from customers 228,171,746.93
TOTAL in B's 1,255,655,120.62
================
S-7
PDM Venezuela Balance Sheet
For the year ending December 31, 2000
At Closing Revised
------------- --------------
ASSETS
------
CURRENT ASSETS
--------------
CASH $ 288,669 $ 366,858
ACCOUNTS RECEIVABLE: TRADE 2,767,290 2,181,356
OTHER 1,758,879 220,122
INVENTORY:
RAW MATERIALS 1,126,208 147,796
CONTRACTS - IN - PROGRESS: COSTS 49,757,520 35,751,714
ESTIMATED EARNINGS 7,081,981 (1,104,470)
XXXXXXXX (46,369,611) (30,163,345)
INCOME TAXES: DEFERRED BENEFITS
PREPAID 1,095,584 909,528
REFUNDABLE
------------- --------------
TOTAL CURRENT ASSETS 17,506,520 8,309,559
INVESTMENTS AND OTHER ASSETS
----------------------------
OTHER LONG TERM: DEPOSITS
GOODWILL 804,809 804,809
MISCELLANEOUS 183,052 306,891
------------- --------------
TOTAL INVESTMENTS AND OTHER ASSETS 987,861 1,111,700
PROPERTY, PLANT & EQUIPMENT
---------------------------
BUILDINGS 239,888 239,888
MACHINERY AND EQUIPMENT 5,274,951 5,204,548
ACCUMULATED DEPRECIATION (3,172,000) (3,209,711)
------------- --------------
TOTAL NET PROPERTY, PLANT & EQUIPMENT 2,342,839 2,234,725
------------- --------------
TOTAL ASSETS $ 20,837,220 $ 11,655,984
============= ==============
At Closing Revised
------------- --------------
CURRENT LIABILITIES
-------------------
ACCOUNTS PAYABLE: TRADE 1,861,399 2,978,981
OTHER 11,771 -
PAYROLLS:
SALARIES, WAGES, COMMISSIONS PAYABLE 134,266 296,653
CONTRACTS-IN-PROGRESS: COSTS (74,577) (7,399,319)
ESTIMATED EARNINGS (32,365) (1,597,636)
XXXXXXXX 106,448 8,997,044
------------- --------------
TOTAL CURRENT LIABILITIES 2,006,942 3,275,723
S-8
