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
August 16, 2002
Date of Report (Date of earliest event reported)
FOSTER WHEELER LTD.
(Exact Name of Registrant as Specified in Its Charter)
22-3802649
Bermuda 001-31305 (IRS Employer
(State of Incorporation) (Commission File Number) Identification No.)
Perryville Corporate Park
Clinton, New Jersey 08809-4000
(Address of Principal Executive Office)
(908) 730-4000
(Registrant's Telephone Number, Including Area Code)
(Not Applicable)
(Former Name or Former Address,
If Changed Since Last Report)
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements:
None.
(b) Pro Forma Financial Statements:
None.
(c) Exhibits.
The following exhibits are furnished as part of this report to the
extent described in Item 9.
Exhibit No. Description
99.1 Certification of Raymond J. Milchovich, Chairman of the Board,
President and Chief Executive Officer of Foster Wheeler Ltd., filed
with the Securities and Exchange Commission on August 16, 2002
pursuant to Order No. 4-460.
99.2 Certification of Joseph T. Doyle, Senior Vice President, Chief
Financial Officer of Foster Wheeler Ltd., filed with the Securities
and Exchange Commission on August 16, 2002 pursuant to Order No.
4-460.
99.3 Press Release dated August 16, 2002.
99.4 Press Release dated August 16, 2002.
Item 9. REGULATION FD DISCLOSURE
On August 16, 2002, both Raymond J. Milchovich, Chairman of the Board,
President and Chief Executive Officer of Foster Wheeler Ltd. (the "Company"),
and Joseph T. Doyle, Senior Vice President and Chief Financial Officer of the
Company, filed certifications with the Securities and Exchange Commission (the
"Commission") pursuant to the Commission's Order No. 4-460 (the "Order"). Both
certifications conformed exactly to the form prescribed by the Commission in
Exhibit A to the Order, without qualification or modification. Copies of the
certifications are attached as Exhibits 99.1 and 99.2 to this report.
On August 16, 2002, the Company issued a press release and announced
that it had successfully entered into a new credit facility, entered into a
receivables sale agreement, and replaced its previous lease financing facility
associated with its Clinton, New Jersey,
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headquarters complex. The press release, which is attached as Exhibit 99.3, is
not filed but is furnished pursuant to Regulation FD.
On August 16, 2002, the Company issued a press release and announced
that it revised its earnings for three and six months ended June 28, 2002 for
the impact of goodwill accounting. The press release, which is attached as
Exhibit 99.4, is not filed but is furnished pursuant to Regulation FD.
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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: August 16, 2002 By: /s/Joseph T. Doyle
-------------------------------------
Name: Joseph T. Doyle
Title: Senior Vice President and
Chief Financial Officer
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