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)..........July 14, 2000
STONE & WEBSTER, INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 1-1228 13-5416910
(State or other jurisdiction (Commission File Number) (IRS Employer Number)
of incorporation)
245 Summer Street, Boston, MA 02210
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (617) 589-5111
Item 2. Acquisition or Disposition of Assets.
In a press release issued July 17, 2000, a copy of which is filed herewith as
Exhibit 99, registrant announced that the United States Bankruptcy Court for the
District of Delaware approved the sale of substantially all of the Company's
assets to The Shaw Group Inc. (NYSE: SGR) and that the transaction was
effectively closed on Friday, July 14, 2000.
As reported in registrant's Form 8-K dated June 6, 2000, registrant and certain
of its subsidiaries voluntarily filed for court protection under Chapter 11 of
the United States Bankruptcy Code on June 2, 2000.
The Shaw Group was the successful bidder for the registrant's assets in a sale
proceeding under Chapter 11 of the United States Bankruptcy Code. Accordingly,
the registrant's asset sale agreement with Jacobs Engineering Group Inc., which
had previously been reported in registrant's Form 8-K dated June 2, 2000, has
been terminated. In connection with the Shaw Group's successful bid, Jacobs
became entitled to a $9 million breakup fee and an expense reimbursement not to
exceed $1 million.
Under the terms of The Shaw Group's successful bid, Shaw acquired substantially
all of the assets and assumed certain liabilities of the registrant, for a total
purchase price of approximately $38 million in cash and approximately $105.8
million of Shaw Common Stock (approximately 2.2 million shares). Shaw also
assumed liabilities with a book value of approximately $450 million and acquired
assets with a book value of approximately $600 million. Shaw has agreed to
complete substantially all of the registrant's contracts for current and future
projects.
In connection with The Shaw Group's successful bid, The Shaw Group has agreed to
file a shelf registration statement with respect to the shares to be received by
the registrant. The Shaw Group has also agreed to grant the registrant certain
registration rights in connection with any proposed registration of The Shaw
Group's shares.
The foregoing is qualified in its entirety by reference to the text of (A) the
Asset Purchase Agreement by and among registrant, certain subsidiaries of
registrant, and The Shaw Group Inc. and (B) the Registration Rights Agreement by
and among, registrant, Stone & Webster Group Limited and The Shaw Group Inc.,
both of which are filed herewith as Exhibits (2) and (10) respectively.
Registrant agrees to furnish supplementally a copy of the omitted disclosure
schedules to the Commission upon request
.
Item 3. Bankruptcy or Receivership.
Supplementing registrant's Form 8-K dated June 6, 2000, on June 2, 2000,
registrant and certain of its subsidiaries filed voluntary petitions seeking
relief under chapter 11 of title 11 of the United States Code with the United
States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court"),
Case 00-02142. The filing provided a constructive procedure for the registrant
to maintain its operations,protect employees and ordinary course vendors, seek
rapid resolution of value issues and enable a smooth melding of ongoing
operations with the ultimate purchaser of the assets of registrant as described
in Item 2 above. By Sale Order dated July 13, 2000, the Bankruptcy Court
approved the sale to The Shaw Group Inc. as set forth above in Item 2. The
registrant continues to operate as a Debtor in Possession subject to the
supervision and orders of the Bankruptcy Court.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
Exhibits
(2) Text of Asset Purchase Agreement (schedules omitted)
(10) Text of Registration Rights Agreement
(99) Text of registrant's press release dated July 17, 2000
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.
STONE & WEBSTER, INCORPORATED
By: /S/ THOMAS L. LANGFORD
--------------------------------------
Thomas L. Langford
Executive Vice President
and Chief Financial Officer
Date: July 21, 2000