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)..........
Report pursuant to Item 5 made at registrant's option
with respect to event announced February 13, 1996
STONE & WEBSTER, INCORPORATED
(Exact name of registrant as specifed in its charter)
Delaware 1-1228 13-5416910
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Number)
250 West 34th Street, New York, NY 10119
Address of principal executive offices) ( Zip Code)
Registrant's telephone number, including area code: (212) 290-7500 2.
Form 8-K Stone & Webster, Incorporated
Item 5. Other Events
The text of registrant's Press Release dated February 13, 1996
relating to the election of a President and Chief Executive Officer
appears below.
FOR IMMEDIATE RELEASE
STONE & WEBSTER NAMES H. KERNER SMITH
PRESIDENT AND CHIEF EXECUTIVE OFFICER
--Veteran Engineering and Construction Industry Executive
was President and CEO of Deutsche Babcock Technologies--
New York, NY., February 13, 1996--Stone & Webster, Incorporated (NYSE: SW) today
announced that H. Kerner Smith, an executive with broad experience in the global
equipment, engineering and construction industry, has been named President and
Chief Executive Officer, effective immediately. He has also been elected to
Stone & Webster's Board of Directors.
Mr. Smith, 51, has held senior management positions at several leading companies
serving the energy, industrial manufacturing, electric utility and independent
power sectors worldwide. He has served as a Managing Director of the
international equipment and engineering conglomerate Deutsche Babcock AG of
Oberhausen, Germany, and as President and CEO of that company's diversified
North American holding company, Deutsche Babcock Technologies, Inc. He has also
served as Chairman, President and CEO of Riley Consolidated, Inc., a
manufacturer and constructor of power plants and environmental control systems,
and as Chairman of several other Deutsche Babcock units engaged in the
engineering, manufacturing and construction of industrial facilities.
Dr. Kent Hansen, non-executive Chairman of the Board of Directors of Stone &
Webster, Incorporated, said, "After a thorough search that included many strong
candidates from both inside and outside of Stone & Webster, the Board of
Directors unanimously selected Kerner Smith as the company's new chief executive
because of his extensive and highly relevant experience in the engineering and
construction industry, his proven ability to manage large and complex
organizations, and his reputation as a capable and imaginative leader who can
further develop our core businesses.
"Kerner has demonstrated to the Board a keen insight into how to make Stone &
Webster a more active and aggressive player in the domestic and international
E&C market, and he has successfully implemented similar strategies earlier in
his career," Dr. Hansen said. "As a newcomer to the company, he will bring a
fresh perspective to the senior management ranks and a strong commitment to
building shareholder value."
Dr. Hansen, professor of nuclear engineering at the Massachusetts Institute of
Technology, will continue to serve as non-executive chairman of
Stone & Webster's Board of Directors. Edward J. Walsh, who has served as
Stone & Webster's acting President and CEO following the resignation of Bruce
Coles in August 1995, will resume his responsibilities as Executive Vice
President and a director of Stone & Webster, Incorporated.
The Board of Directors was assisted in its CEO search by Spencer Stuart.
3.
Form 8-K Stone & Webster, Incorporated
Mr. Smith said, "I am honored and pleased to be asked to lead a management team
that has made good progress in achieving a turnaround at Stone & Webster. This
business is changing to favor companies with advanced technologies and financial
strength, as well as global reach. I agreed to join Stone & Webster after
careful evaluation of the company from outside because I see tremendous
opportunities ahead. I have great respect for the organization and its
excellent reputation in the global E&C business.
"I am very fortunate to have worked in partnership with many of the leading E&C
firms, including Stone & Webster earlier in my career," Mr. Smith said. "In the
next several weeks, I intend to educate myself intensively about the company,
visiting as many locations and meeting as many employees and clients as possible
so that I can develop a better perspective to guide the company through the next
phase of its turnaround and strategic development.
"I intend to raise the expectation level of the entire organization, and I am
pleased with the targets for growth imbedded in the company's financial plan,
which the Board adopted last year. At this juncture, it appears to me that
Stone & Webster must do more to take full advantage of its outstanding
reputation and successful record in the fields of electric energy, petroleum,
industry and government in order to generate the kind of quality growth that
will build value and ensure a bright future for the company. At the same time,
we will need to intensify efforts to have the right product and service mix for
our highly valued customer base in this fast-changing environment of global
competition.
"The company must not only continue to be a leader in the power and process
sectors, but it should also continue to build its government and industrial
businesses to achieve a more balanced revenue mix and to help achieve a
company-wide revenue and earnings growth target of 10 to 15 percent per year.
The company must also continue to place a strong emphasis on customer
satisfaction, technological innovation and shareholder value," Mr. Smith said.
Mr. Smith has spent a considerable portion of his 30-year career involved in
strategic growth initiatives and turnaround situations. Prior to joining
Deutsche Babcock he was responsible for a group of units of Ashland Oil that
underwent a successful turnaround and restructuring which nearly tripled the
units' sales. Following Ashland's subsequent sale of these units to Deutsche
Babcock, Mr. Smith went with the companies as President and CEO, leading their
integration into the parent company. Two years later he was appointed President
and CEO of Deutsche Babcock's North American operations, which consist of 18
diversified companies with aggregate sales of approximately $1 billion.
One of the pioneers of the independent power movement, Mr. Smith has been
heavily involved in the planning for the restructuring of the electric utility
business in recent years, working with various industry participants to develop
new approaches to finance and build or refit new energy and environmental
facilities utilizing cogeneration and waste fuels. Earlier in his career, he
was general manager responsible for the completion of several of the world's
largest power projects. Most recently he has been involved in leading an
initiative with Deutsche Babcock and several large electric utilities in the
development of projects in China.
Mr. Smith graduated from the U.S. Merchant Marine Academy at Kings Points, NY,
in 1966 with High Honors in Marine Engineering/Nuclear Engineering. He received
an M.B.A. from Boston University with High Honors in Finance and Marketing in
1972 and completed the Advanced Management Program at the Harvard Business
School in 1985. Mr. Smith began his professional career as a marine engineer
and later served as a nuclear project engineer for General Dynamics Corporation
and a part-time instructor for the U.S. Naval Reserve Officer School.
Mr. Smith is a trustee of Worcester Polytechnic Institute, a past chairman of
the board of the American Boiler Manufacturers Association, a 25-year member of
the American Society of Mechanical Engineers, and a member of the business
advisory group of the Electric Power Research Institute. Mr. Smith has four
children. He currently resides with his wife, Patty, in Sudbury, Massachusetts.
4.
Form 8-K Stone & Webster, Incorporated
Stone & Webster, Incorporated through operating subsidiaries, is a global leader
in engineering, construction and consulting for the power, process, government
and industrial markets.
**********
Contact: Jeremiah P. Cronin
(212) 290-7484
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: JEREMIAH P. CRONIN
Jeremiah P. Cronin
Executive Vice President
Date: February 16, 1996