Registration No. 33-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
_________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________________
STONE & WEBSTER, INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 13-5416910
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
250 West 34th Street, New York, New York 10119
(Address of principal executive offices)
Employee Investment Plan
of
Stone & Webster, Incorporated and Participating Subsidiaries
(Full title of the plan)
_________________________
Peter F. Durning, Secretary
Stone & Webster, Incorporated
250 West 34th Street
New York, New York 10119
(Name and address of agent for service)
(212) 290-7500
(Telephone number, including area code, of agent for service)
___________________________
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
each class maximum maximum
of securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered unit price fee
Interests in Employee
Investment Plan - - - -
Common Stock, 500,000(1) $31.875(2) $15,937,500(2) $4,829.55
$1 par value shares
(1) Based on the history of the Employee Investment Plan, it is estimated
that this figure is the approximate number of shares of Common Stock which would
be purchased under the Plan (with employer and employee contributions) during
the next several years.
(2) The price of $31.875 per share, which was the average of the high and
low prices of the Common Stock as reported on the New York Stock Exchange
consolidated reporting system on January 10, 1997, is set forth solely for
purposes of calculating the registration fee pursuant to Rule 457(h), and is the
estimated maximum offering price of the shares which would be purchased under
the Plan (with employer and employee contributions) during the next several
years.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
_____________
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance with
the Note to Part I of Form S-8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The documents listed below are hereby incorporated by reference
and made a part hereof, and all documents subsequently filed by Stone
& Webster, Incorporated (the "Company") pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 prior to
the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of filing of such
documents.
(a) The annual report on Form 10-K of the Company for the
year ended December 31, 1995 (and the documents incorporated
by reference therein).
(b) All other reports filed by the Company pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934
since the end of the fiscal year covered by the annual report
referred to in (a) above.
(c) The description of the Company's Common Stock which
is contained in the Company's registration statement filed
under the Securities Exchange Act of 1934, including any
amendments or reports filed for purposes of updating such
descriptions.
(d) The Company's definitive proxy statement filed
pursuant to Section 14 of the Securities Exchange Act of 1934
in connection with the 1996 Annual Meeting of Shareholders.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The consolidated financial statements and the financial
statement schedule of the Company and its Subsidiaries as of
December 31, 1995 and 1994, and for each of the three years in
the period ended December 31, 1995, incorporated by reference in
this Registration Statement, have been incorporated herein in
reliance upon the report of Coopers & Lybrand L.L.P., independent
accountants, given on the authority of that firm as experts in
accounting and auditing.
Item 6. Indemnification of Directors and Officers.
Section 145 of Chapter 1 of the General Corporation
Law of the State of Delaware and Section 14 of Article Sixth
of the Company's Restated Certificate of Incorporation permit
the indemnification under certain circumstances of directors
or officers of the Company and its subsidiaries for expenses
incurred in connection with the defense of actions, suits or
proceedings against them as such directors or officers. The
Company has purchased from the American International Group a
Directors, Officers and Corporate Liability policy under which
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the directors and officers of Stone & Webster, Incorporated
and its subsidiaries and the Company are insured against loss
arising from any claim made against them by reason of any
wrongful act in their respective capacities.
The Shareholders of the Company have approved amendments to
the Restated Certificate of Incorporation of the Company which
limit the personal liability of the directors to the Company or
its Shareholders for monetary damages arising out of the
directors' breach of their fiduciary duty of care under certain
circumstances, as permitted by the Delaware General Corporation
Law.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Certain of the following exhibits are filed herewith.
Certain other of the following exhibits have been filed with
the Commission and are incorporated herein by reference.
4-a Restated Certificate of Incorporation, defining
rights of security holders (Exhibit (3)(a), Form 10-
K for the fiscal year ended December 31, 1990 (File
No. 1-1228)).
4-b Rights Agreement, dated as of August 15, 1996 between
Stone & Webster, Incorporated and ChaseMellon
Shareholder Services, L.L.C. (Exhibit 1.1, Form 8-A
dated August 16, 1996).
5 An opinion of counsel as to the legality of securities
to be registered is not filed herewith because it is
not anticipated that securities to be acquired
hereunder will be original issuance securities; if
original issuance securities were proposed to be
acquired, an opinion of counsel as to the legality of
securities to be acquired would first be filed under a
post-effective amendment hereto.
*23-a Consent of Coopers & Lybrand L.L.P.
*Filed herewith
Item 9. Undertakings.
(1) The undersigned registrant hereby undertakes (a) to
file, during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement (i) to include any prospectus required by Section 10
(a)(3) of the Securities Act of 1933; (ii) to reflect in the
prospectus any facts or events arising after the effective
date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information
set forth in the registration statement, and (iii) to include
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any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement; provided, however, that paragraphs (a)
(i) and (a) (ii) do not apply if the registration statement is
on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement; (b) that, for the
purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities
offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering
thereof; and (c) to remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of the
offering.
(2) The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new
registration statement relating to the securities offered
herein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 (which shall not include the
insurance described under Item 6 above) may be permitted to
directors, officers and controlling persons of the registrant
pursuant to the provisions referred to in the first sentence
under Item 6 of this Registration Statement, or otherwise, the
registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in said Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
said Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, Stone & Webster, Incorporated certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on
Form S-8 and has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Boston and State of Massachusetts on this 14th day of January, 1997.
STONE & WEBSTER, INCORPORATED
(Registrant)
By JEREMIAH P. CRONIN
Jeremiah P. Cronin
Executive Vice President
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the following
persons in the capacities and on the date indicated.
Signature Title Date
H. KERNER SMITH President and January 14, 1997
H. Kerner Smith Chief Executive Officer
(Principal Executive
Officer), and Director
JEREMIAH P. CRONIN Executive Vice President January 14, 1997
Jeremiah P. Cronin (Principal Financial
Officer)
DANIEL P. LEVY Corporate Controller January 14, 1997
Daniel P. Levy (Principal Accounting
Officer)
FRANK J. A. CILLUFFO Director January 14, 1997
Frank J. A. Cilluffo
DONNA R. FITZPATRICK Director January 14, 1997
Donna R. Fitzpatrick
KENT F. HANSEN Chairman of the Board January 14, 1997
Kent F. Hansen and Director
ELVIN R. HEIBERG, III Director January 14, 1997
Elvin R. Heiberg, III
DAVID N. MCCAMMON Director January 14, 1997
David N. McCammon
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Signature Title Date
JOHN P. MERRILL, JR. Director January 14, 1997
John P. Merrill, Jr.
J. ANGUS MCKEE Director January 14, 1997
J. Angus McKee
BERNARD W. REZNICEK Director January 14, 1997
Bernard W. Reznicek
EDWARD J. WALSH Director and January 14, 1997
Edward J. Walsh Executive Vice President
PETER M. WOOD Director January 14, 1997
Peter M. Wood
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EXHIBIT INDEX
Exhibit Number Exhibit Page
23-a Consent of Coopers & Lybrand L.L.P. II-7
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EXHIBIT 23-a
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this
Registration Statement of Stone & Webster, Incorporated on Form S-8 of
our report dated February 20, 1996, on our audits of the consolidated
financial statements and financial statement schedule of Stone &
Webster, Incorporated and Subsidiaries as of December 31, 1995 and 1994,
and for each of the three years in the period ended December 31, 1995,
which report is included in the Company's 1995 Annual Report on Form 10-K.
We further consent to the reference to our firm in this
Registration Statement under the caption "Interests of Named Experts and
Counsel."
COOPERS & LYBRAND L.L.P.
New York, New York
January 14, 1997
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