SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the fiscal year ended December 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
[NO FEE REQUIRED]
For the transition period from.......to.......
Commission file number 1-1228
Employee Investment Plan of Stone & Webster,
Incorporated and Participating Subsidiaries
(Full title of the Plan)
Stone & Webster, Incorporated
245 Summer Street, Boston, Massachusetts 02210
(617) 589-5111
(Name of issuer of the securities held pursuant to the
Plan and the address of its principal executive office)
REQUIRED INFORMATION
The Statements of Net Assets Available for Benefits of the Plan as of December
31, 1999 and 1998, and the related Statement of Changes in Net Assets Available
for Benefits, and supplemental schedule for the year ended December 31, 1999,
together with the Report and Consent of Independent Accountants, are attached
and filed herewith.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Committee under the Plan, which administers the Plan, has duly caused this
annual report to be signed on its behalf by the undersigned hereunto duly
authorized.
EMPLOYEE INVESTMENT PLAN OF STONE & WEBSTER,
INCORPORATED AND PARTICIPATING SUBSIDIARIES
By /S/ JAMES P. JONES
-----------------------------------------
James P. Jones
Secretary of the Committee under the Plan
Date: June 28, 2000
EMPLOYEE INVESTMENT PLAN
of STONE & WEBSTER, INCORPORATED
and PARTICIPATING SUBSIDIARIES
INDEX OF FINANCIAL STATEMENTS
and SUPPLEMENTAL SCHEDULE
Pages
-----
Report of Independent Accountants 4
Financial Statements:
Statement of Net Assets Available for Benefits as of December 31,
1999 and 1998 5
Statement of Changes in Net Assets Available for Benefits for the
Year Ended December 31, 1999 6
Notes to Financial Statements 7-12
Supplemental Schedule:
Schedule of Assets Held for Investment Purposes at December 31,
1999 13
REPORT OF INDEPENDENT ACCOUNTANTS
________
To the Participants and Committee under the
Employee Investment Plan of Stone & Webster,
Incorporated and Participating Subsidiaries:
In our opinion, the accompanying statements of net assets available for benefits
and the related statement of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the Employee Investment Plan of Stone & Webster, Incorporated and
Participating Subsidiaries (the "Plan") at December 31, 1999 and 1998, and the
changes in net assets available for benefits for the year ended December 31,
1999 in conformity with accounting principles generally accepted in the United
States. 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 of these statements in
accordance with auditing standards generally accepted in the United States which
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, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.
As described in Note 9 to the financial statements, on June 2, 2000, the Plan's
sponsor, Stone & Webster, Incorporated and certain of its subsidiaries, filed
voluntary petitions for relief under chapter 11, title 11 of the United States
Code. The Company's auditors have issued an audit report on the Company's
financial statements at December 31, 1999 and for the year then ended which
indicated substantial doubt about the Company's ability to continue as a going
concern throughout the following year.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule listed on the
accompanying index on page 3 is presented for the purpose of additional analysis
and is not a required part of the basic financial statements but is
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. The supplemental schedule is the responsibility of the
Plan's management. The supplemental schedule has been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
/S/ PricewaterhouseCoopers LLP
----------------------------------
Boston, Massachusetts
June 9, 2000
EMPLOYEE INVESTMENT PLAN OF STONE & WEBSTER, INCORPORATED
AND PARTICIPATING SUBSIDIARIES
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
(All amounts are in thousands)
December 31, December 31,
1999 1998
------------ ------------
Assets:
Investments (Note 2) $437,720 $362,106
Due from broker for securities sold 1 42
Cash 10 5
-------- --------
Total Assets 437,731 362,153
-------- --------
Liabilities:
Due to broker for securities purchased 7 13
Administrative expenses payable 42 42
-------- --------
Total Liabilities 49 55
-------- --------
Net Assets Available for Benefits $437,682 $362,098
======== ========
The accompanying notes are an integral part of these financial statements.
EMPLOYEE INVESTMENT PLAN OF STONE & WEBSTER, INCORPORATED
AND PARTICIPATING SUBSIDIARIES
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
For the Year Ended December 31, 1999
(All amounts are in thousands)
1999
Total
-----
Additions to net assets attributed to:
Investment income:
Net appreciation in fair value of investments $ 89,566
Interest 427
Dividends 25,667
--------
115,660
--------
Contributions:
Participant 18,854
Employer 2,026
--------
20,880
--------
Total additions 136,540
--------
Deductions:
Deductions from net assets attributed to:
Benefits paid to participants 60,914
Administrative expenses 42
--------
Total deductions 60,956
--------
Net increase 75,584
--------
Net assets available for benefits:
Beginning of year 362,098
--------
End of year $437,682
========
The accompanying notes are an integral part of these financial statements.
EMPLOYEE INVESTMENT PLAN OF STONE & WEBSTER, INCORPORATED
AND PARTICIPATING SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
(All dollar amounts are in thousands)
(1) Plan Description:
General:
The following description of the Employee Investment Plan of Stone & Webster,
Incorporated and Participating Subsidiaries (the "Plan") provides only general
information. Participants should refer to the Plan agreement for a more complete
description of the Plan's provisions.
The Employee Savings Plan of Stone & Webster, Incorporated and Participating
Subsidiaries (the "Original Plan") was created by action of the Board of
Directors of Stone & Webster, Incorporated on September 17, 1969 and by the
Board of Directors of certain subsidiaries of Stone & Webster, Incorporated (the
"Participating Subsidiaries") on various dates subsequent thereto. Stone &
Webster, Incorporated and the Participating Subsidiaries are collectively
referred to herein as the "Participating Companies". The Original Plan became
effective January 1, 1970. The Original Plan was approved by the stockholders of
Stone & Webster, Incorporated (the "Company") at the annual meeting of
stockholders of the Company held on May 14, 1970 and subsequent thereto has been
amended from time to time. As of July 1, 1983, the Original Plan was amended and
restated and the name was changed to the Employee Investment Plan of Stone &
Webster, Incorporated and Participating Subsidiaries (the "Plan").
The Plan is a voluntary defined contribution plan covering eligible employees of
the Participating Companies. The objectives of the Plan are (1) to enable
employees to accumulate income and capital by means of their own regular savings
augmented by contributions by the Participating Companies, (2) to encourage
ownership by employees of the Common Stock of the Company, thereby strengthening
their interest in its progress and (3) to attract and retain capable personnel.
There were approximately 3,300 and 3,800 employee participants at December 31,
1999 and 1998, respectively.
The Plan is administered through the trustee and by a committee consisting of
directors of the Company, a majority of whom are outside directors (the
"Committee"). The trustee under the Plan is Putnam Fiduciary Trust Company
("Putnam"), Putnam Place, 859 Willard Street, Quincy, Massachusetts 02269.
Putnam serves as the single provider of trusteeship, investment management,
recordkeeping and other related services for the Plan.
Contributions:
Contributions are held by the trustee and accumulated in separate participant
accounts. Each participant may have contributed on his or her behalf an amount
equal to up to 15% of compensation received from a Participating Company for
qualified employment, including payments made under any established plan
providing for incentive compensation, but excluding special or extra
compensation and bonuses, on a before-tax basis as a salary reduction investment
contribution under Section 401(k) of the Internal Revenue Code ("IRC") or may
contribute the same as an after-tax investment contribution under Section 401(a)
of the IRC. The total of before-tax and after-tax contributions may not exceed
15% of eligible compensation. All participant contributions are made by payroll
deduction. A participant may modify his or her before-tax and after-tax
contributions, including suspension of contributions, as of the first day of any
month.
The aggregate before-tax investment contributions and aggregate of all other
investment contributions in any year are subject to certain limitations
necessary to comply with the IRC. In order to prevent such limitations from
being exceeded, the Committee under the Plan may limit the percentage or amount
of compensation which may be contributed by or on behalf of certain highly
compensated employees as after-tax or before-tax investment contributions. Under
the IRC, before-tax contributions to qualified cash or deferred arrangements are
not included in the employee's gross income for that year. The employee's
liability for income tax on such contributions is deferred until such
contributions are withdrawn from the Plan.
Concurrent with the payment to the trustee of the contribution made by or on
behalf of the participant, a Participating Company will voluntarily pay to the
trustee for such participant's company accounts an amount equal to 25% of the
first 5% of the compensation contributed by or on behalf of the employee, such
contribution being hereinafter referred to as the "matching" contribution. Other
additional Participating Company contributions may, at the discretion of the
Board of Directors of the Company, be paid on or about the end of the calendar
year to the trustee for the Company accounts of each then active member.
Under the terms of the Plan, forfeitures are used to reduce subsequent Company
contributions. Employer contributions reflect a reduction of $160 for the year
ended December 31, 1999 for forfeitures as described in Article IV of the Plan.
Vesting:
Plan earnings and losses are allocated to participant accounts relative to the
participant's account balance in each respective fund.
Employees are always fully vested in their before-tax and after-tax investment
accounts and in the Company matching contributions on the first 1% of their
investments. The Company matching contributions on the next 4% of employee
investments vest upon completion of five years of service, or, earlier upon
death, disability or attainment of age 65.
Investment Options:
There are thirteen investment funds established pursuant to the Plan as of
December 31, 1999: (1) Stone & Webster Stock Fund (3,634 participant accounts),
invested by the trustee solely in Common Stock of the Company; (2) the Putnam
Voyager Fund (2,697 participant accounts), invested in a mutual fund consisting
primarily of a portfolio of stocks of small to medium-sized companies with the
potential for above-average sales and earnings growth and larger, well-
established companies that show near-term growth potential; (3) the Stone &
Webster Stable Value Fund (1,952 participant accounts), invested in a portfolio
consisting of guaranteed investment contracts; (4) the Putnam OTC & Emerging
Growth Fund (2,323 participant accounts) invested in a mutual fund consisting
primarily of a portfolio of common stocks of small to medium-sized companies
that have potential for capital appreciation greater than market averages; (5)
the Putnam S&P 500 Index Fund (1,264 participant accounts), invested in a
collective income trust that invests in the 500 stocks that make up the Standard
& Poor's 500 Composite Index; (6) the Putnam Investors Fund (1,285 participant
accounts), invested in a mutual fund consisting primarily of a portfolio of
stocks of larger, well-established companies; (7) The George Putnam Fund of
Boston (799 participant accounts), invested in a mutual fund consisting
primarily of a portfolio of stocks and bonds that seek to produce both capital
growth and current income; (8) the Putnam Global Growth Fund (903 participant
accounts), invested in a mutual fund consisting primarily of a portfolio of U.S.
and international common stocks; (9) the Putnam Growth & Income Fund II (271
participant accounts), invested in a mutual fund consisting primarily in
"bargain stock" - attractively priced, dividend paying stocks of large and
mid-size companies that offer the potential for a total return; (10) the Putnam
Income Fund (103 participant accounts), invested in a mutual fund consisting
primarily of a portfolio of quality corporate and government bonds that pay a
rate of interest in regularly scheduled payments; (11) the Putnam Asset
Allocation Growth Portfolio (99 participant accounts), invested primarily in a
portfolio of strategic allocation of both equity and fixed income investments,
the equity class invests primarily in growth and value stocks, fixed income
class invests primarily of fixed income investments, including both U.S. and
foreign government obligations and corporate obligations; (12) the Putnam Asset
Allocation Balanced Portfolio (92 participant accounts), invested primarily in a
portfolio of strategic allocation of both equity and fixed income investments,
the equity class invests primarily in growth and value stocks, fixed income
class invests primarily of fixed income investments, including both U.S. and
foreign government obligations and corporate obligations; (13) the Putnam Asset
Allocation Conservative Portfolio (91 participant accounts), invested primarily
in a portfolio of strategic allocation of both equity and fixed income
investments, the equity class invests primarily in growth and value stocks,
fixed income class invests primarily of fixed income investments, including both
U.S. and foreign government obligations and corporate obligations.
Investment accounts for before-tax and after-tax contributions are maintained
for each member; if a member chooses to allocate contributions to more than one
Fund, the allocation between Funds within each account must be in multiples of
1% of contributions.
All nonparticipant-directed amounts represent Participating Company matching
contributions. Prior to June 1, 2000, all matching contributions were invested
in the Stone & Webster Stock Fund. Starting June 1, 2000, such contributions are
invested in the Stable Value Fund in accordance with an amendment to the Plan,
and cannot be transferred out of the Stone & Webster Stock Fund. Purchases of
Common Stock of the Company may be made by the trustee in the open market or
from private sources (other than from Directors and Officers of the Company) or
from treasury shares or authorized but unissued shares, or such stock may be
contributed to the trustee by the Company. It is the understanding of the
Company that acquisitions of stock by the trustee for the Stone & Webster Stock
Fund have been made in the open market and from another Company qualified plan,
the Employee Stock Ownership Plan. No such acquisitions have been made of
treasury shares or authorized but unissued shares, nor has any such stock been
contributed by the Company to the trustee, to the date hereof. In the event that
any Common Stock of the Company is obtained by the trustee from the Company
through purchase or contributions, it is the policy of the Company that such
shares be valued for purposes of the Plan at the then current market value of
the Common Stock of the Company. The Stone & Webster Stock Fund comprises
participant-directed and nonparticipant-directed amounts. Participant-directed
amounts represent employee contributions.
Loans:
The Plan contains a loan provision under which employees may borrow as much as
50% of their vested account balance up to a maximum of fifty thousand dollars.
The minimum loan is one thousand dollars. The term of these loans is a minimum
of one year, with a maximum of five years, or fifteen years if used to purchase
a primary residence. The interest rate for loans is the prime rate, as recorded
on the first day of the month by The Wall Street Journal, plus 1%. The loans are
collateralized by the balance in the participant's account. The interest rate on
loans ranged from 8.75% to 9.50% during 1999.
Payment of Benefits:
Upon termination of employment for any reason, employees are entitled to receive
the value of their vested accounts as of the date that the recordkeeper receives
the completed participant request for distribution. Benefit payments may be
deferred by a participant to a date which is not later than the end of the year
in which the participant attains age 70. Terminating employees may elect to
receive a lump-sum payment or to receive payments in installments over a period
not to exceed 10 years. Prior to termination of service, employees may make
withdrawals from their after-tax investment accounts. Employees who have
attained age 59 1/2 may make withdrawals from their before-tax investment
accounts. A member who has not yet attained age 59 1/2 may make withdrawals from
his before-tax investment accounts only for reasons of hardship. In April 1998,
the Plan eliminated mandatory distributions to active employees over age 70 1/2.
Withdrawals may be made as of any daily valuation date.
(2) Summary of Significant Accounting Policies:
Method of Accounting:
The financial statements of the Plan are prepared under the accrual method of
accounting.
Investment Valuation:
Investments, exclusive of temporary investments and guaranteed investment
contracts, are stated at fair value and are valued at the closing market prices
on the last business day of the year. Temporary investments are valued at cost,
which approximates fair value as reported by the trustee. Shares of registered
investment companies are valued at quoted market prices which represent the net
asset value of shares held by the Plan at year end. The Company stock is valued
at its quoted market price. Guaranteed investment contracts, which are fully
benefit responsive, are valued at contract value which approximates fair value.
Participant loans are valued at cost which approximates fair value.
Security Transactions and Related Investment Income:
Purchases and sales of securities are recorded on a trade-date basis. Gains or
losses on sales of securities are determined on an average-cost basis. Dividend
income is recorded on the ex-dividend date. Income from other investments is
recorded as earned on an accrual basis.
Contributions:
Employee contributions and matching employer contributions are recorded in the
period the payroll deductions are made.
Payment of Benefits:
Payment of benefits and withdrawals are recorded when paid.
Expenses:
Expenses of the Plan, other than investment management fees relating to the
Stable Value Fund which are being paid from the Plan assets, are borne by the
Participating Companies.
Use of Estimates:
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires the Plan administrator to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those estimates.
Risks and Uncertainties:
The Plan provides for various investment options in stocks, bonds, fixed income
securities, and other investment securities. Investment securities are exposed
to various risks, such as interest rate, market, credit and, with respect to
certain non-U.S. securities, currency and political risks. Due to the level of
risk associated with certain investment securities and the level of uncertainty
related to changes in the value of investment securities, it is at least
reasonably possible that changes in risks in the near term would materially
affect participants' account balances and the amounts reported in the Statement
of Net Assets Available for Benefits and the Statement of Changes in Net Assets
Available for Benefits.
Financial Statement Presentation:
Certain prior year amounts have been reclassified to conform to the current year
presentation.
(3) Investments:
The following table presents Plan investments held at December 31, 1999 and 1998
that represent 5% or more of the net assets available for benefits:
December 31, December 31,
Investments at Fair Value 1999 1998
- ------------------------- ------------ ------------
Stone & Webster, Incorporated Common Stock* $ 21,569 $46,288
Putnam Voyager Fund 127,238 96,903
Putnam OTC & Emerging Growth Fund 117,006 62,663
Putnam Investors Fund 28,551 24,692
Putnam S&P 500 Index Fund 24,074 18,794
*Partially nonparticipant-directed
During 1999, the Plan's investments (including gains and losses on investments
bought and sold, as well as held during the year) appreciated in value by
$89,566 as follows:
Mutual Funds $107,374
Common Stock (21,934)
Collective Trusts 4,126
--------
$ 89,566
========
Nonparticipant-Directed Investments
- -----------------------------------
Information about the net assets and the significant components of the changes
in net assets relating to the nonparticipant-directed investments is as follows:
December 31, December 31,
1999 1998
------------ ------------
Net Assets:
Stone & Webster, Incorporated Common Stock $15,123 $31,823
======= =======
Year Ended
December 31, 1999
-----------------
Changes in Net Assets:
Contributions $ 2,026
Dividends 416
Net depreciation (15,342)
Benefits paid to participants (3,800)
--------
$(16,700)
========
(4) Guaranteed Investment Contracts:
The Stable Value Fund is administered so that the interest rate earned on all
contributions and transfers is a blended rate, based on the weighted average of
the different guaranteed investment contracts and government securities in the
fund. This blended rate varies depending on the amounts invested in future years
under the various contracts obtained and on the timing of all investments. The
blended interest rate in the Stable Value Fund was 6.17% at December 31, 1999
and the average interest rate for the year ended December 31, 1999 was 6.68%.
Guaranteed investment contracts are generally referred to as "guaranteed"
contracts because the insurance company or other financial institution issuing
the contract agrees to pay an amount equal to the contributions, plus interest
at a fixed rate for a given period of time. However, contributions are deposited
with the contract issuer and become part of its general assets. The obligation
of the contract issuer to make the agreed payments is not secured, and it is not
insured or guaranteed by any third party. Financial instruments which
potentially subject the Plan to concentrations of credit risk consist
principally of contracts with insurance companies. The Plan is exposed to credit
risk in the event of nonperformance by the companies in which those investments
are held. The Plan administrator does not anticipate nonperformance by any of
the insurance companies. The Plan placed its guaranteed investment contracts
with high-credit quality contracts issuers as measured by independent credit
rating companies and, by policy, limits the amount of credit exposure to any one
issuer.
(5) Credit Risks:
The Plan invests primarily in equity and fixed income funds and trusts. The
investment managers invest in a large number of corporations, industries and
other instruments in an attempt to limit exposure to significant loss. The funds
and trusts maintain a diverse portfolio of common stock across various industry
groups and a broad range of debt securities in terms of maturity and industry
groups in order to maintain diversity in the plan's investments.
The Plan is subject to risk of loss to the extent of its holdings in these
funds.
(6) Related Party Transactions:
The Stone & Webster Stock Fund invests in common shares of Stone & Webster,
Incorporated, the ultimate parent of the Participating Subsidiaries. As such,
these transactions qualify as party-in-interest transactions. The Plan purchased
common shares of Stone & Webster, Incorporated amounting to $6,529 and $13,305
during 1999 and 1998, respectively. The Plan sold common shares of Stone &
Webster, Incorporated amounting to $1,229 and $42,437 during 1999 and 1998,
respectively.
Plan investments include mutual funds and investment portfolios managed by
Putnam Investments. Since the Plan's trustee and recordkeeper are entities owned
and controlled by Putnam, transactions involving the funds and portfolios
qualify as party-in-interest transactions. In addition, loans to participants
(employees of the Company) qualify as party-in-interest transactions.
(7) Tax Status:
The Internal Revenue Service has issued a determination that the Plan, which
includes provisions under section 401(k) of the IRC, meets the requirements of
section 401(a) of the IRC and therefore is exempt from Federal income taxes
under section 501(a) of the IRC.
The Plan obtained its latest determination letter on July 13, 1995, in which the
Internal Revenue Service stated that the Plan, as then designed, was in
compliance with the applicable requirements of the IRC. The Plan has been
amended since receiving the determination letter. However, the Plan
administrator and the Plan's tax counsel believe that the Plan is designed and
is currently being operated in compliance with the applicable requirements of
the IRC.
(8) Termination and Extension of the Plan:
It is the desire of the Participating Companies that the Plan continue
indefinitely. However, the Company reserves the right to modify or terminate the
Plan at any time by action of the Board of Directors of the Company (the
"Board"). In the event of a termination of the Plan, all employees' company
accounts with respect to contributions made by the Participating Companies not
theretofore vested will become vested and will be valued as of the end of the
calendar quarter following termination. The Trust will continue after
termination of the Plan, and will be administered as if the Plan were otherwise
in full force and effect. The amounts in members' accounts will be distributed
as determined by the Board of Directors of the Company. Also, any Participating
Company may, with the consent of the Board of Directors of the Company, at any
time, modify or discontinue the Plan as to it or as to any segment of its
employees.
(9) Subsequent Events:
On June 2, 2000, Stone & Webster, Incorporated and certain of its subsidiaries
filed voluntary petitions for relief under chapter 11, title 11 of the United
States Code. In addition, on June 1, 2000, the Plan was amended to provide that
after May 31, 2000, all matching contributions would be invested in the Stable
Value Fund. Prior to such amendment, such contributions were invested in the
Stone & Webster Stock Fund. Since December 31, 1999, the Plan has experienced a
significant decline in the value of the Plan's investment in Stone & Webster,
Incorporated Common Stock. The Stone & Webster, Incorporated Common Stock
currently trades on the OTC Bulletin Board and in the "pink sheets."
EMPLOYEE INVESTMENT PLAN OF STONE & WEBSTER, INCORPORATED
AND PARTICIPATING SUBSIDIARIES
Schedule of Assets Held for Investment Purposes at
December 31, 1999
Current
Identity of issuer Description of Investment Shares Cost Value
- ------------------ ------------------------- ------ ---- -------
Stone & Webster, Incorporated** Common Stock 1,282,894 $36,725,000 $ 21,568,665
Shares of registered investment companies:
Putnam Fiduciary Trust Company** Putnam Voyager Fund 4,026,516 127,238,114
Putnam Fiduciary Trust Company** Putnam OTC & Emerging Growth Fund 3,126,820 117,005,900
Putnam Fiduciary Trust Company** Putnam Investors Fund 1,483,148 28,550,790
Putnam Fiduciary Trust Company** The George Putnam Fund of Boston 760,951 12,411,110
Putnam Fiduciary Trust Company** The Putnam Global Growth Fund 778,934 14,753,011
Putnam Fiduciary Trust Company** Putnam Income Fund 224,623 1,433,096
Putnam Fiduciary Trust Company** Putnam Growth & Income Fund II 197,494 2,446,954
Putnam Fiduciary Trust Company** Putnam Asset Allocation: Growth Fund 66,092 1,010,541
Putnam Fiduciary Trust Company** Putnam Asset Allocation: Balanced Fund 94,465 1,225,214
Putnam Fiduciary Trust Company** Putnam Asset Allocation: Conservative Fund 200,193 2,114,041
Shares of collective investment trusts:
Putnam Fiduciary Trust Company** Putnam S&P 500 Index Fund 688,999 24,073,632
Money market fund:
The Boston Company Short-term Investment Fund -- 7,249,553
Guaranteed investment contracts:
AIG Life Insurance Company Maturity Date: 08/15/02 -- 1,496,376
Allstate Life Ins. Co. Maturity Date: 06/29/01 -- 1,323,701
Business Men's Assurance Maturity Date: 03/30/01 -- 3,800,775
Continental Assurance Companies Maturity Date: 05/15/01 -- 3,516,810
GE Life & Annuity Assurance Co. Maturity Date: 11/01/02 -- 2,020,525
GE Life & Annuity Assurance Co. Maturity Date: 03/17/03 -- 3,146,951
Jackson National Life Maturity Date: 12/17/01 -- 1,503,905
John Hancock Mutual Life Maturity Date: 09/17/01 -- 2,067,341
Massachusetts Life Insurance Co. Maturity Date: 06/15/04 -- 3,051,293
Metropolitan Life Insurance Co. Maturity Date: 12/16/02 -- 1,504,261
Monumental Life Insurance Co. Maturity Date: 09/16/02 -- 5,101,612
New York Life Maturity Date: 03/31/00 -- 2,589,555
Pacific Life Maturity Date: 02/15/02 -- 4,079,252
Principal Life Insurance Company Maturity Date: 06/28/01 -- 1,956,245
Protective Life Insurance Co. Maturity Date: 12/28/00 -- 1,979,220
Protective Life Insurance Co. Maturity Date: 06/17/02 -- 3,088,306
Rabobank Nederland Maturity Date: 05/15/02 -- 1,510,312
Rabobank Nederland Maturity Date: 04/15/03 -- 2,482,922
Rabobank Nederland Maturity Date: 09/15/04 -- 4,003,808
Security Life of Denver Maturity Date: 09/16/02 -- 3,283,236
Security Life of Denver Maturity Date: 12/15/04 -- 3,008,676
SunAmerica Life Insurance Company Maturity Date: 06/30/00 -- 3,230,447
The Travelers Maturity Date: 09/29/00 -- 2,542,573
The Travelers Maturity Date: 09/15/03 -- 4,069,563
Transamerica Life Insurance and Annuity Maturity Date: 11/06/01 -- 2,007,770
Transamerica Occidental Maturity Date: 09/17/01 -- 2,005,355
United of Omaha Life Insurance Co. Maturity Date: 08/31/02 -- 1,508,574
Loans to participants (interest rates from 7.0% to 13.0%) -- 4,759,590
------------
$437,719,575
============
**Party-in-interest to the Plan.
CONSENT OF INDEPENDENT ACCOUNTANTS
________
We hereby consent to the incorporation by reference in the Registration
Statement of Stone & Webster, Incorporated and Participating Subsidiaries on
Form S-8 (File No. 333-19829) of our report dated June 9, 2000 relating to the
financial statements and supplemental schedule of the Employee Investment Plan
of Stone & Webster, Incorporated and Participating Subsidiaries as of December
31, 1999 and 1998, and for the year ended December 31, 1999, which appears in
this Form 11-K.
/S/ PricewaterhouseCoopers LLP
-------------------------------------
Boston, Massachusetts
June 28, 2000