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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported)
July 14, 2000
THE SHAW GROUP INC.
(Exact name of registrant as specified in its charter)
Louisiana 0-22992 72-1106167
(State or other jurisdiction of (Commission File Number) (IRS Employer Identification
incorporation) No.)
8545 United Plaza Boulevard, Baton Rouge, Louisiana 70809
(Address of principal executive offices and zip code)
(225) 932-2500
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for certain forward-looking statements. The statements contained in this
Form 8-K including, but not limited to, statements made in the pro forma
financial statements and notes thereto that are not historical facts (including
without limitation statements to the effect that The Shaw Group Inc. (the
"Company" or "Shaw") or its management "believes," "expects," "anticipates,"
"plans," or other similar expressions) are forward-looking statements based on
the Company's current expectations and beliefs concerning future developments
and their potential effects on the Company. There can be no assurance that
future developments affecting the Company will be those anticipated by the
Company. These forward-looking statements involve significant risks and
uncertainties (some of which are beyond the control of the Company) and
assumptions and are subject to change based upon various factors, including but
not limited to the following risks and uncertainties: changes in the demand for
and market acceptance of the Company's products and services; changes in general
economic conditions, and, specifically, changes in the rate of economic growth
in the United States and other major international economies; the presence of
competitors with greater financial resources and the impact of competitive
products, services and pricing; the cyclical nature of the individual markets in
which the Company's customers operate; changes in investment by the energy,
power and environmental industries; the availability of qualified engineers and
other professional staff needed to execute contracts; the uncertain timing of
awards and contracts; cost overruns on fixed, maximum or unit priced contracts;
changes in trade, monetary and fiscal policies worldwide; currency fluctuations;
the effect of the Company's policies, including but not limited to the amount
and rate of growth of Company expenses; the continued availability to the
Company of adequate funding sources; delays or difficulties in the production,
delivery or installation of products and the provision of services; the ability
of the Company to successfully integrate the operations of Stone & Webster,
Incorporated; the protection and validity of patents and other intellectual
property; specifically, the ability of the Company to achieve significant cost
savings with respect to Stone & Webster's operations through reductions in
headcount and business development expenses as well as the release of unneeded
office space; and various legal, regulatory and litigation risks. Should one or
more of these risks or uncertainties materialize, or should any of the Company's
assumptions prove incorrect, actual results may vary in material respects from
those projected in the forward-looking statements. The Company undertakes no
obligation to publicly update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise. For a more detailed
discussion of some of the foregoing risks and uncertainties, see the Company's
filings with the Securities and Exchange Commission.
Item 2. Acquisition or Disposition of Assets.
Effective as of July 14, 2000, The Shaw Group Inc. (the "Company" or
"Shaw") purchased substantially all of the operating assets of Stone & Webster,
Incorporated, a Delaware corporation ("S&W"), and its subsidiaries for $37.6
million in cash, 2,231,773 shares of Shaw's common stock, no par value per
share, and the assumption of approximately $450 million of liabilities. S&W is a
leading global provider of full-service, value-added engineering, procurement,
construction, consultation and environmental services to the power, process,
governmental and industrial markets.
The acquisition of S&W more than doubled the size of the Company. The
Company now estimates its backlog (together with S&W) at August 31, 2000, to be
approximately $1.9 billion, and this estimate does not include revenues the
Company may earn in connection with the recently announced joint venture with
Entergy Corporation or the recently announced ethylene project in Nanjing,
China. We anticipate $836 million, or 44%, of this backlog will be converted to
revenue in the next 12 months. The Company's estimated backlog at August 31,
2000, by industry sector, is set forth in the table below:
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At August 31, 2000
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Industry $ (in millions) %
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Power Generation .............................................................. 1,244 65%
Process........................................................................ 364 19%
Environmental and Infrastructure .............................................. 249 13%
Other ......................................................................... 57 3%
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1,914 100%
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* Less than 1%
Backlog is not a measure defined in generally accepted accounting
principles, and the Company's backlog may not be comparable to that of other
companies. Backlog is largely a reflection of the broader economic trends being
experienced by the Company's customers and while Shaw believes backlog
information may be helpful in understanding its business, it is not necessarily
indicative of future sales or profits.
This amended Form 8-K is being filed to provide, pursuant to Item 7 below,
the historical financial statements and related notes for S&W and to include pro
forma financial information of the Company giving effect to the acquisition of
S&W.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Businesses Acquired.
(i) Consolidated balance sheets of S&W as of December 31, 1998 and
1999, consolidated statements of operations, comprehensive
income, shareholder's equity, and cash flows of S&W for the three
years ended December 31, 1999, together with related notes and
the report of independent accountants, are filed herewith as
Exhibit 99.1 and incorporated herein by reference.
(ii) Consolidated balance sheets of S&W as of March 31, 2000
(unaudited) and December 31, 1999, consolidated statements of
operations (unaudited) of S&W for the three months ended
March 31, 2000 and 1999, and condensed consolidated statements of
cash flows (unaudited) of S&W for the three months ended
March 31, 2000 and 1999, together with related notes, are filed
herewith as Exhibit 99.2 and incorporated herein by reference.
(b) Pro Forma Financial Information.
Unaudited pro forma combined condensed balance sheet of the Company as
of May 31, 2000, and unaudited pro forma combined condensed statements of
operations of the Company for the twelve months ended August 31, 1999, and for
the nine months ended May 31, 2000, together with related notes, are filed
herewith as Exhibit 99.3 and incorporated herein by reference.
(c) Exhibits.
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2.1 Asset Purchase Agreement, dated as of July 14, 2000, among Stone &
Webster, Incorporated, certain subsidiaries of Stone & Webster,
Incorporated and The Shaw Group Inc. Pursuant to Item 601(b)(2) of
Regulation S-K, the exhibits and schedules referred to in the Asset
Purchase Agreement are omitted. The Registrant hereby undertakes to
furnish supplementally a copy of any omitted schedule or exhibit to
the Commission upon request. Previously filed as the same numbered
exhibit to the initial filing of this report.
10.1 Credit Agreement dated as of July 14, 2000, among The Shaw Group Inc.,
Bank One Capital Markets, Inc. and Bank One, NA. Pursuant to Item
601(b)(2) of Regulation S-K, the exhibits and schedules referred to in
the Credit Agreement are omitted. The Registrant hereby undertakes to
furnish supplementally a copy of any omitted schedule or exhibit to
the Commission upon request. Previously filed as the same numbered
exhibit to the initial filing of this report.
99.1 Consolidated balance sheets of S&W as of December 31, 1998 and 1999,
consolidated statements of operations, comprehensive income,
shareholder's equity and statements of cash flows of S&W for the three
years ended December 31, 1999, together with related notes and the
report of independent accountants. Filed herewith.
99.2 Consolidated balance sheets of S&W as of March 31, 2000 (unaudited)
and December 31, 1999, consolidated statements of operations
(unaudited) of S&W for the three months ended March 31, 2000 and 1999,
and condensed consolidated statements of cash flows (unaudited) of S&W
for the three months ended March 31, 2000 and 1999, together with
related notes. Filed herewith.
99.3 Unaudited pro forma combined condensed balance sheet of the Company as
of May 31, 2000, and unaudited pro forma combined condensed statements
of operations of the Company for the twelve months ended August 31,
1999, and for the nine months ended May 31, 2000, together with
related notes. Filed herewith.
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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: September 13, 2000 By: /s/ ROBERT L. BELK
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Robert L. Belk, Executive Vice President
and Chief Financial Officer
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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2.1 Asset Purchase Agreement, dated as of July 14, 2000, among
Stone & Webster, Incorporated, certain subsidiaries of
Stone & Webster, Incorporated and The Shaw Group Inc.
Pursuant to Item 601(b)(2) of Regulation S-K, the exhibits
and schedules referred to in the Asset Purchase Agreement
are omitted. The Registrant hereby undertakes to furnish
supplementally a copy of any omitted schedule or exhibit to
the Commission upon request. Previously filed as the same
numbered exhibit to the initial filing of this report.
10.1 Credit Agreement dated as of July 14, 2000, among the Shaw
Group Inc., Bank One Capital Markets, Inc. and Bank One,
NA. Pursuant to Item 601(b)(2) of Regulation S-K, the
exhibits and schedules referred to in the credit agreement
are omitted. The registrant hereby undertakes to furnish
supplementally a copy of any omitted schedule or exhibit to
the commission upon request. Previously filed as the same
numbered exhibit to the initial filing of this report.
99.1 Consolidated balance sheets of S&W as of December 31, 1998
and 1999, consolidated statements of operations,
comprehensive income, shareholder's equity and cash
flows of S&W for the three years ended December 31, 1999,
together with the notes thereto and report of independent
public accountants. Filed herewith.
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99.2 consolidated balance sheets of S&W as of March 31, 2000
(unaudited) and December 31, 1999, consolidated statements
of operations (unaudited) of S&W for the three months ended
March 31, 2000 and 1999, and condensed consolidated
statements of cash flows (unaudited) of S&W for the three
months ended March 31, 2000 and 1999, together with related
notes. Filed herewith.
99.3 Unaudited pro forma combined condensed balance sheet of the
Company as of May 31, 2000, and unaudited pro forma
combined condensed statements of operations of the Company
for the twelve months ended August 31, 1999, and for the
nine months ended May 31, 2000, together with related
notes. Filed herewith.