UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report
December 1, 1997
THE SHAW GROUP INC.
(Exact name of registrant as specified in its charter)
Louisiana 0-22992 72-1106167
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
11100 Mead Road, 2nd Floor, Baton Rouge, Louisiana 70816
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (504) 296-1140
Not Applicable
(Former name or former address, if changed since last report)
Item 2. Acquisition of Disposition of Assets.
On November 14, 1997, The Shaw Group Inc. ("Shaw") purchased all of the
capital stock or substantially all of the assets of the principal operating
businesses of Prospect Industries, plc ("Prospect") of Derby, United Kingdom,
for approximately $15.8 million in cash. Prospect, a holding company acting
through various subsidiaries, was a mechanical contractor and provider of
turnkey piping systems serving the power generating and process industries
worldwide.
The acquisition by Shaw was made pursuant to a Sale Agreement dated
November 14, 1997 (the "Sale Agreement"), a copy of which is attached hereto as
Exhibit 2(a) and is incorporated herein by reference pursuant to Rule 12b-23
under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
Pursuant to the Sale Agreement, Shaw acquired (i) all of the outstanding capital
stock in Prospect Industries Overseas Limited, a United Kingdom holding company
that holds the entire ownership interest in Connex Pipe Systems, Inc.
("Connex"), a piping systems fabrication business located in Troutville,
Virginia and CBP Engineering Corp. ("CBP"), an abrasion and corrosion resistant
pipe systems specialist based in Washington, Pennsylvania; (ii) all of the
outstanding capital stock of Aiton Australia Pty Limited ("Aiton Australia"), a
piping systems boiler refurbishment and project management company based near
Sydney, Australia; (iii) a 66% interest in Inflo Control Systems Limited
("Inflo"), a manufacturer of boiler steam leak detection, acoustic mill and
combustion monitoring equipment and related systems; and (iv) certain assets,
including but not limited to equipment, contracts, land and buildings, accounts
receivable, inventory and good will, of Prospect Engineering Limited ("PEL"), a
mechanical contractor and provider of turnkey piping systems located in Derby,
United Kingdom. Further, pursuant to the Sale Agreement, Shaw assumed certain
liabilities of Prospect and PEL relating to their employees and pension plans.
Shaw intends to continue to use the assets acquired from PEL in the same
business in which they were used prior to their acquisition by Shaw at the
Derby, United Kingdom location.
The price paid for the capital stock and assets described above was
determined by negotiations among the parties. The cash used in such acquisition
was financed by utilizing Shaw's line of credit with its commercial lenders, the
document evidencing such line of credit having been previously filed by Shaw
pursuant to its periodic reporting obligations under the Exchange Act.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Businesses Acquired
It is impractical to provide the financial statements required under
Item 7 of Form 8-K at the time of the filing of this report. Such financial
statements will be filed within 60 days of the date this Current Report on Form
8-K must be filed.
(b) Pro Forma Financial Information
It is impractical to provide the pro forma financial information
required under Item 7 of Form 8-K at the time of the filing of this report. Such
pro forma financial information will be filed within 60 days of the date this
Current Report on Form 8-K must be filed.
(c) Exhibits
2(a) Sale Agreement, dated as of November 14, 1997, between
Prospect Industries, plc, Prospect Engineering Limited, Dunn
International Limited and The Shaw Group Inc. Filed herewith.
The exhibits and schedules to this agreement have been omitted
and will be furnished upon request. Page _____.
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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 hereunto duly authorized.
THE SHAW GROUP INC.
(Registrant)
Date: December 1, 1997 By:/s/ Edward L. Pagano
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Edward L. Pagano, Vice President
and Chief Financial Officer
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THE SHAW GROUP INC.
EXHIBIT INDEX
Form 8-K
December 1, 1997
Exhibit Number Description Page No.
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2(a) Sale Agreement, dated November 14, 1997,
between Prospect Industries, plc, Prospect
Engineering Limited, Dunn International Limited
and The Shaw Group Inc.
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