UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION WASHINGTON, DC 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)June 30, 2005
FOSTER WHEELER LTD.
(Exact Name of Registrant as Specified in Its Charter)
Bermuda
(State or Other Jurisdiction of Incorporation)
| 001-31305 | | 22-3802649 |
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| (Commission File Number) | | (IRS Employer Identification No.) |
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| Perryville Corporate Park, Clinton, New Jersey | | 08809-4000 |
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| (Address of Principal Executive Offices) | | (Zip Code) |
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| (908) 730-4000 |
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| (Registrant’s Telephone Number, Including Area Code) |
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| Not applicable |
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| (Former Name or Former Address, if Changed Since Last Report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (seeGeneral Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d - -2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
TABLE OF CONTENTS
On June 30, 2005, Foster Wheeler Ltd. issued a press release announcing the launch of an exchange offer for all outstanding shares of its 9.00% Trust Preferred Securities. Under the terms of the offer, the Company is offering to exchange 2.16 of its common shares for each Trust Preferred Security. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated by reference.
| Item 9.01. | Financial Statements and Exhibits. |
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| (c) | Exhibits. |
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| | 99.1 Press Release, dated June 30, 2005, issued by Foster Wheeler Ltd. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | FOSTER WHEELER LTD. |
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| DATE: June 30, 2005 | | By: | /s/ Lisa Fries Gardner | |
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| | | | Lisa Fries Gardner | |
| | | | Vice President and Secretary | |
| | | EXHIBIT INDEX | |
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| Exhibit | | | |
| Number | | Description | |
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| 99.1 | | Press Release, dated June 30, 2005, issued by Foster Wheeler Ltd. | |
