Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K/A
(Mark One)
| [X] | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Fiscal Year Ended December 31, 2003
OR
| [ ] | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] |
Commission File Number: 001-12227
The Shaw Group Inc. 401(k) Plan
(Full Title of the Plan)
The Shaw Group Inc.
(Name of Issuer)
4171 Essen Lane
Baton Rouge, Louisiana 70809
(Address of Principal Executive Office)
Explanatory Note
This Form 11-K/A amends and restates the Annual Report on Form 11-K of the Shaw Group Inc. 401(k) Plan for the fiscal year ended December 31, 2003, filed on June 24, 2004, to revise the report of the independent registered public accounting firm to make reference to their audit having been conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), and to revise the title of such report. There were no other changes to the previously filed Form 11-K.
Table of Contents
REQUIRED INFORMATION
The Shaw Group Inc. 401(k) Plan (the “Plan”) is subject to the Employee Retirement Income Security Act of 1974.
Item 4. In lieu of the requirements of Items 1, 2 and 3 of this Form 11-K, the following financial statements of the Plan, notes thereto, and Report of Independent Registered Public Accounting Firm thereon are being filed in this Report:
| (a) | Report of Independent Registered Public Accounting Firm; | |||
| (b) | Statements of Net Assets Available for Benefits – December 31, 2003 and 2002; | |||
| (c) | Statement of Changes in Net Assets Available for Benefits – Year ended December 31, 2003, Period Ended December 31, 2002 and Year Ended August 30, 2002; and | |||
| (d) | Notes to Financial Statements. | |||
The Consent of Independent Registered Public Accounting Firm to the incorporation by reference of the foregoing financial statements in the Registration Statement on Form S-8 (No. 333-115155) pertaining to the Plan is being filed as Exhibit 23.1 to this Report.
Table of Contents
THE SHAW GROUP INC. 401(K) PLAN
DECEMBER 31, 2003 AND 2002
BATON ROUGE, LOUISIANA
Table of Contents
Randy Bonnecaze, CPA* | 2322 Tremont Drive, Suite 200 | Members American Institute of | ||
Joseph D. Richard, Jr., CPA* | Baton Rouge, LA 70809 | |||
Ronnie E. Stamper, CPA* | Phone: (225) 928-4770 | Certified Public Accounts | ||
Fernand P. Genre, CPA* | Fax: (225) 926-0945 | |||
Stephen M. Huggins, CPA* | 1175 Del Este Ave, Suite B | |||
Monica L. Zumo, CPA* | Denham Springs, LA 70726 | |||
Ronald L. Gagnet, CPA* | ||||
Douglas J. Nelson, CPA* | ||||
Celeste D. Viator, CPA* | ||||
Rusty Resweber, CPA* | ||||
Laura E. Monroe, CPA* | ||||
R. David Wascom, C.P.A. |
*A Professional Accounting Corporation
Report of Independent Registered Public Accounting Firm
| The Plan Administrator The Shaw Group Inc. 401(k) Plan Baton Rouge, Louisiana | ||||
| We have audited the accompanying statements of net assets available for benefits of The Shaw Group Inc. 401(k) Plan as of December 31, 2003 and 2002, and the related statements of changes in net assets available for benefits for the year ended December 31, 2003, the period ended December 31, 2002 and the year ended August 30, 2002. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits. | ||||
| We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. | ||||
| In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of The Shaw Group Inc. 401(k) Plan as of December 31, 2003 and 2002, and the changes in its net assets available for benefits for the year ended December 31, 2003, the period ended December 31, 2002 and the year ended August 30, 2002, in conformity with accounting principles generally accepted in the United States of America. | ||||
| Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedules of assets (held at end of year) as of December 31, 2003 and 2002, are presented for purposes of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan’s management. The supplemental schedules have been subjected to the auditing procedures applied in our audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. | ||||
| Respectfully submitted, |
 |
Baton Rouge, Louisiana
June 16, 2004
1
Table of Contents
THE SHAW GROUP INC. 401(K) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2003 AND 2002
ASSETS
| 2003 | 2002 | |||||||
Investments, at Fair Value: | ||||||||
| Common Collective Trust Funds | $ | 45,252,235 | $ | 29,891,895 | ||||
| Mutual Funds | 95,828,387 | 52,893,402 | ||||||
| Common Stock of the Sponsor | 12,501,646 | 9,892,122 | ||||||
| Loans to Participants | 1,311,670 | 1,731,289 | ||||||
| Total Investments | 154,893,938 | 94,408,708 | ||||||
Receivables: | ||||||||
| Participants’ Contributions | 309,532 | 149,234 | ||||||
| Employer Contributions | 111,427 | 50,921 | ||||||
| Total Receivables | 420,959 | 200,155 | ||||||
Net Assets Available for Benefits | $ | 155,314,897 | $ | 94,608,863 | ||||
The accompanying notes are an integral part of these statements.
2
Table of Contents
THE SHAW GROUP INC. 401(K) PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2003, PERIOD ENDED DECEMBER 31, 2002
AND YEAR ENDED AUGUST 30, 2002
| 12/31/03 | 12/31/02 | 8/30/02 | ||||||||||
Additions to Net Assets Attributed to: | ||||||||||||
| Investment Income: | ||||||||||||
| Interest and Dividends | $ | 2,041,691 | $ | 632,506 | $ | 1,942,547 | ||||||
| Contributions: | ||||||||||||
| Participants | 36,332,448 | 10,440,423 | 26,204,257 | |||||||||
| Employer | 11,881,366 | 3,205,329 | 7,184,800 | |||||||||
| Rollovers | 5,338,840 | 539,648 | 1,979,414 | |||||||||
| 53,552,654 | 14,185,400 | 35,368,471 | ||||||||||
| Net Appreciation in Fair Value: | ||||||||||||
| Common Collective Trust Funds | 2,508,904 | — | — | |||||||||
| Mutual Funds | 16,836,409 | — | — | |||||||||
| Common Stock | — | 48,454 | — | |||||||||
| 19,345,313 | 48,454 | — | ||||||||||
| Total Additions | 74,939,658 | 14,866,360 | 37,311,018 | |||||||||
Deductions from Net Assets Attributed to: | ||||||||||||
| Benefit Payments | 13,209,106 | 3,270,231 | 6,117,501 | |||||||||
| Excess 401(k) Contributions | — | — | 1,207,631 | |||||||||
| Administrative Expenses | 217,202 | 101,192 | 374,930 | |||||||||
| 13,426,308 | 3,371,423 | 7,700,062 | ||||||||||
| Net Depreciation in Fair Value: | ||||||||||||
| Common Collective Trust Funds | — | 509,113 | 5,145,092 | |||||||||
| Mutual Funds | — | 1,560,782 | 7,622,501 | |||||||||
| Common Stock | 807,316 | — | 4,505,582 | |||||||||
| 807,316 | 2,069,895 | 17,273,175 | ||||||||||
| Total Deductions | 14,233,624 | 5,441,318 | 24,973,237 | |||||||||
| Net Increase | 60,706,034 | 9,425,042 | 12,337,781 | |||||||||
Net Assets Available for Benefits at Beginning of Year/Period | 94,608,863 | 85,183,821 | 72,846,040 | |||||||||
Net Assets Available for Benefits at End of Year/Period | $ | 155,314,897 | $ | 94,608,863 | $ | 85,183,821 | ||||||
The accompanying notes are an integral part of these statements.
3
Table of Contents
THE SHAW GROUP INC. 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2003 AND 2002
Note 1 - Description of Plan -
| The following description of The Shaw Group Inc. 401(k) Plan (the Plan) provides only general information. Participants should refer to the plan agreement for a more complete description, which is available from The Shaw Group Inc. (the Company). | ||||
| General The Plan is a defined contribution plan covering all employees not covered by a collective bargaining agreement of The Shaw Group Inc. who are age 21 or older. The entry date of the Plan is the earliest semiannual date (January 1 or July 1) after the employee’s date of hire. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). | ||||
| Effective December 31, 2002, the Plan was amended to change its year end from August 30 to December 31. Accordingly, the December 31, 2002 financial statements are for the period from August 31 to December 31, 2002. | ||||
| Contributions Participants may elect to contribute up to 15% of their pretax annual compensation. Participants may also roll over amounts representing distributions from other qualified defined benefit or defined contribution plans, subject to approval by the Company. | ||||
| The Company provides a matching contribution on behalf of each participant, who has completed a minimum of 1,000 hours of service within a 12-month period, equal to 50% of the participant’s compensation deferral not to exceed 6% of the participant’s compensation. In addition, the Company may elect to make discretionary contributions. No discretionary contributions were made during the year ended December 31, 2003, period ended December 31, 2002, or year ended August 30, 2002. | ||||
| Contributions are required to meet certain limitations, as prescribed by the Internal Revenue Code (the Code). Excess contributions will be refunded so that the Plan complies with the regulations of the Code. | ||||
| Forfeitures Forfeitures of terminated participants’ nonvested account balances are used to reduce employer contributions. Forfeited nonvested balances at December 31, 2003 and 2002 totaled $531,309 and $743,691, respectively. | ||||
| Vesting Participants are immediately vested in their contributions plus actual earnings thereon. Vesting in the Company’s contribution portion of their accounts, plus actual earnings thereon, is based on years of active service. After one year of service as defined by the Plan, the participant becomes 20% vested in the Company’s contributions and vesting increases 20% for each year of active service thereafter. A participant is 100% vested after five years of service. | ||||
4
Table of Contents
| Loans to Participants Loans to participants are permitted under the plan, subject to the provisions of ERISA. All loans must be approved by the plan administrator and are limited to 50% of a participant’s nonforfeitable account balance in the Plan, not to exceed $50,000. Participant loans for less than $1,000 are not permitted. Loans are secured by the participant’s account balance and bear interest at varying rates. |
| Payments of Benefits Upon termination of service, a participant with a balance greater than $5,000 may elect to receive either a lump-sum amount or an annuity equal to the value of the participant’s account. Those participants with balances less than $5,000 receive lump-sum amounts. A participant may withdraw all or a portion of their account in the event of financial hardship, as defined by the Plan. |
Note 2 - Summary of Significant Accounting Policies -
| The financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. Benefits are recorded when paid. | ||||
| Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes and schedules. Actual results could differ from those estimates. | ||||
| Administrative Expenses The Company, at its sole discretion, may pay the administrative expenses (i.e., trustee fees, fund fees, loan fees, and recordkeeping fees) of the Plan. If such expenses are not paid by the plan sponsor, they are paid out of plan assets. Certain administrative expenses of the Plan were paid by the Company for the year ended December 31, 2003 and for the period ended December 31, 2002. | ||||
| Investments Participants can direct all employee and employer contributions to be invested in the common stock of The Shaw Group Inc. or the various common collective trust funds and mutual funds. | ||||
| The common collective trust funds are valued based on the daily net asset value for each fund, as determined by the issuer of the fund. The mutual funds are valued at quoted market prices. The common stock of The Shaw Group Inc. is valued at its market price as quoted on the New York Stock Exchange. Loans to participants are valued at cost, which approximates fair value. | ||||
| Risk and Uncertainties The Plan provides for various investment options in any combination of common collective trust funds, mutual funds and common stock of the Company. These investments are exposed to various risks, such as interest rate, market, and credit risks. Due to the level of risk associated with these investments, it is at least reasonably possible that changes in the values of the funds/investments will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the Statement of Net Assets Available for Benefits. | ||||
5
Table of Contents
Note 3 - Plan Termination -
| Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue their contributions at any time and to terminate the Plan, subject to the provisions of ERISA. In the event of plan termination, participants will become 100% vested in their accounts. |
Note 4 - Investments -
| The following table presents participant-directed investments that represent 5% or more of the Plan’s net assets. |
| 2003 | 2002 | |||||||
| AMVESCAP National Trust Company Common Collective Trust Funds: | ||||||||
| Stable Value Trust | $ | 32,557,249 | $ | 24,496,875 | ||||
| International Equity Trust | 5,272,437 | 2,895,552 | ||||||
| 500 Index Trust | 7,422,549 | 2,499,468 | ||||||
| Mutual Funds: | ||||||||
| Invesco Dynamics | 15,818,293 | 10,039,793 | ||||||
| AIM Blue Chip | 16,077,148 | 10,991,012 | ||||||
| Putnam Voyager | 16,342,702 | 11,652,614 | ||||||
| Pimco Total Return - Class Admin. | 7,754,124 | 4,586,520 | ||||||
| AIM Basic Value | 12,269,090 | 6,383,918 | ||||||
| MFS Total Return Class A | 8,921,916 | 5,481,658 | ||||||
| Brandywine | 6,689,615 | 2,009,692 | ||||||
| Common Stock: | ||||||||
| The Shaw Group Inc. | 12,501,646 | 9,892,122 | ||||||
Note 5 - Income Tax Status -
| The Plan does not have a determination letter from the Internal Revenue Service stating that the Plan is qualified under section 401(a) of the Internal Revenue Code. However, the Plan is operating in accordance with the prototype plan and trust of its Trustee. The plan administrator believes that the Plan is qualified and, therefore, the related trust is exempt from taxation. The plan sponsor has indicated that it will take the necessary steps, if any, to maintain the Plan’s qualified status. |
Note 6 - Subsequent Events -
| Effective January 1, 2004, certain hourly employees of the Company became participants in a separate plan and will no longer participate in The Shaw Group Inc. 401(k) Plan. On the effective date, approximately $3.3 million of plan assets were transferred to this new plan, The Shaw Group Inc. 401(k) Plan for Certain Hourly Employees. | ||||
| Subsequent to December 31, 2003, but before the issuance of these financial statements, the Company was notified by the Department of Labor of an official examination of the Plan for the years 1998 through the current date. As the examination is still in progress, no results are known or have been reported as of the date of these financial statements. | ||||
6
Table of Contents
Table of Contents
THE SHAW GROUP INC. 401(K) PLAN
SCHEDULE H, LINE 4(i) - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
EIN: 72-1106167 PN: 001
DECEMBER 31, 2003
| Description of Investment | ||||||||
| Including Maturity Date, | ||||||||
| Identity of Issue, Borrower, | Rate of Interest, Collateral, | Current | ||||||
| or Similar Party | Par or Maturity Value | Value | ||||||
| *AMVESCAP National Trust Company | ||||||||
| Common Collective Trust Funds: | ||||||||
| International Equity Trust | 249,170 Units | $ | 5,272,437 | |||||
| 500 Index Trust | 265,280 Units | 7,422,549 | ||||||
| Stable Value Trust | 32,557,249 Units | 32,557,249 | ||||||
| 45,252,235 | ||||||||
| Mutual Funds: | ||||||||
| Invesco Dynamics | 1,073,154 Units | 15,818,293 | ||||||
| Janus Mid Cap Investor Shares | 142,522 Units | 2,906,024 | ||||||
| AIM Blue Chip | 1,435,460 Units | 16,077,148 | ||||||
| Brandywine | 278,386 Units | 6,689,615 | ||||||
| AIM Small Cap Growth - Class A | 48,737 Units | 1,253,023 | ||||||
| AIM Basic Value | 419,600 Units | 12,269,090 | ||||||
| Pimco Total Return - Class Admin. | 724,008 Units | 7,754,124 | ||||||
| Pimco High Yield A | 370,617 Units | 3,620,932 | ||||||
| MFS Value Class A | 45,485 Units | 925,156 | ||||||
| MFS Total Return Class A | 590,855 Units | 8,921,916 | ||||||
| Royce Low Priced Stock | 232,501 Units | 3,250,364 | ||||||
| Putnam Voyager | 1,031,085 Units | 16,342,702 | ||||||
| 95,828,387 | ||||||||
| *Common Stock: | ||||||||
| The Shaw Group Inc. | 884,993 Shares | 12,501,646 | ||||||
| *Loans to Participants | Maturities to December | |||||||
| 2013, at interest | ||||||||
| rates ranging from 5.00% | ||||||||
| to 13.00% | 1,311,670 | |||||||
| $ | 154,893,938 | |||||||
*Indicates party-in-interest to the Plan.
See auditor’s report.
7
Table of Contents
THE SHAW GROUP INC. 401(K) PLAN
SCHEDULE H, LINE 4(i) - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
EIN: 72-1106167 PN: 001
DECEMBER 31, 2002
| Description of Investment | ||||||||
| Including Maturity Date, | ||||||||
| Identity of Issue, Borrower, | Rate of Interest, Collateral, | Current | ||||||
| or Similar Party | Par or Maturity Value | Value | ||||||
| *AMVESCAP National Trust Company | ||||||||
| Common Collective Trust Funds: | ||||||||
| International Equity Trust | 180,184 Units | $ | 2,895,552 | |||||
| 500 Index Trust | 114,971 Units | 2,499,468 | ||||||
| Stable Value Trust | 24,496,875 Units | 24,496,875 | ||||||
| 29,891,895 | ||||||||
| Mutual Funds: | ||||||||
| Invesco Dynamics | 941,819 Units | 10,039,793 | ||||||
| AIM Blue Chip | 1,229,420 Units | 10,991,012 | ||||||
| Brandywine | 109,939 Units | 2,009,692 | ||||||
| Berger Mid Cap Value | 8,894 Units | 130,832 | ||||||
| AIM Small Cap Growth - Class A | 1,785 Units | 32,993 | ||||||
| AIM Basic Value | 292,037 Units | 6,383,918 | ||||||
| Pimco Total Return - Class Admin. | 429,851 Units | 4,586,520 | ||||||
| Pimco High Yield A | 167,948 Units | 1,430,917 | ||||||
| MFS Value Class A | 4,072 Units | 67,274 | ||||||
| MFS Total Return Class A | 413,087 Units | 5,481,658 | ||||||
| Royce Low Priced Stock | 8,839 Units | 86,179 | ||||||
| Putnam Voyager | 916,807 Units | 11,652,614 | ||||||
| 52,893,402 | ||||||||
| *Common Stock: | ||||||||
| The Shaw Group Inc. | 581,053 Shares | 9,892,122 | ||||||
| *Loans to Participants | Maturities to March | |||||||
| 2013, at interest rates | ||||||||
| ranging from 5.25% to | ||||||||
| 13.00% | 1,731,289 | |||||||
| $ | 94,408,708 | |||||||
*Indicates party-in-interest to the Plan.
See auditor’s report.
8
Table of Contents
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Administrator of The Shaw Group Inc. 401(k) Plan has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: July 26, 2004 | THE SHAW GROUP INC. 401(k) PLAN | ||
| THE SHAW GROUP INC., PLAN ADMINISTRATOR | |||
| By: | /s/ GARY P. GRAPHIA | ||
| Name: | Gary P. Graphia | ||
| Title: | Secretary and General Counsel | ||