UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Sections 13 and 15(d) of
the Securities Exchange Act of 1934
May 25, 2001
Date of Report (Date of earliest event reported)
FOSTER WHEELER LTD.
(Exact Name of Registrant as Specified in Its Charter)
Bermuda 1-286-2 N/A
(State of Incorporation) (Commission File Number) (IRS Employer
Identification No.)
Perryville Corporate Park
Service Road East 173
Clinton, N.J. 08809-4000
(Address of Principal Executive Office)
(908) 730-4000
(Registrant's Telephone Number, Including Area Code)
FOSTER WHEELER CORPORATION
(Former Name or Former Address,
If Changed Since Last Report)
Item 5. Other Events
Effective at 11:59 pm on May 25, 2001, pursuant to the Agreement and
Plan of Merger (the "Merger Agreement"), dated as of May 25, 2001, among Foster
Wheeler Ltd., Foster Wheeler LLC and Foster Wheeler Corporation, Foster Wheeler
Corporation will be effectively redomiciled as a Bermuda company. Each
outstanding share of Foster Wheeler Corporation common stock will become one
common share of Foster Wheeler Ltd.
The issuance of Foster Wheeler Ltd.'s common shares was registered
under the Securities Act of 1933 pursuant to Foster Wheeler Ltd.'s registration
statement on Form S-4 (File No. 333-52468) filed with the Securities and
Exchange Commission and declared effective on March 9, 2001. The joint proxy
statement/prospectus included in the registration statements contains additional
information about the transaction. Pursuant to Rule 12g-3(c) under the
Securities Exchange Act of 1934, the Foster Wheeler Ltd. common shares and
associated rights are deemed to be registered under Section 12(b) of the
Exchange Act. The common shares will trade on the NYSE under the symbol "FWC",
the same symbol that the Foster Wheeler Corporation stock currently trades
under. The description of Foster Wheeler Ltd. common shares contained in the
section titled "Description of Authorized Shares of Foster Wheeler Ltd." of the
joint proxy statements/prospectus is incorporated by reference herein.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements:
None.
(b) Pro Forma Financial Information:
None.
(c) Exhibits:
Exhibit No. Description
3.1 The Memorandum of Association of the Registrant is
incorporated herein by reference to Exhibit 3.1 of the
Registrant's Registration Statement on Form S-4
(Registration No. 333-52468)
3.2 The By-Laws of the Registrant are incorporated herein by
reference to Exhibit 3.2 of the Registrant's Registration
Statement on Form S-4 (Registration No. 333-52468).
4.1 Rights Agreement dated as of May 21, 2001 between Foster
Wheeler Ltd. and Mellon Investor Services LLC, as Rights
Agent, which includes the Form of Certificate and Summary of
Rights to Purchase Preferred Shares, attached hereto as
Annex I.
4.2 The form of specimen share certificate for the Registrant's
Common Shares attached hereto as Annex II.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
FOSTER WHEELER LTD.
DATE: May 25, 2001 By: /s/ Thomas R. O'Brien
-------------------------------------
Thomas R. O'Brien
President, Chief Executive Officer
and Director