UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
AMENDMENT NO. 1 TO FORM 8-K
ON
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)
May 3, 2002
THE SHAW GROUP INC.
(Exact name of registrant as specified in its charter)
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Louisiana 0-22992 72-1106167
(State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.)
incorporation)
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4171 Essen Lane, 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)
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 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. 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. A description of some of the risks and
uncertainties that could cause actual results to differ materially from such
forward-looking statements can be found in the Company's reports and
registration statements filed with the Securities and Exchange Commission,
including its Form 10-K and Form 10-Q reports and on the Company's web-site
under the heading "Forward Looking Statement." These documents are also
available from the Securities and Exchange Commission or from the Investor
Relations department of Shaw. For more information on the Company and
announcements it makes from time to time on a regional basis visit our web site
at www.shawgrp.com.
Item 2. Acquisition of Disposition of Assets.
Effective as of May 3, 2002, we purchased substantially all of the assets
of The IT Group, Inc. and its subsidiaries, other than Beneco Enterprises, Inc.,
which is subject to a separate bankruptcy case. The purchase price for the
acquisition was approximately $52.5 million in cash and 1,671,336 shares of our
common stock (the value of this stock was approximately $52.5 million at
closing). In addition, we previously provided IT Group with debtor-in-possession
financing in connection with IT Group's Chapter 11 bankruptcy reorganization
proceedings. As part of the closing, we assumed the outstanding balance of this
debtor-in-possession financing, which, at the closing, was approximately $50
million. The assets acquired include, among other things, certain contracts in
progress, accounts receivable, equipment and certain real property. In
connection with the acquisition of these assets, we assumed certain liabilities
of IT Group, including (i) obligations of IT Group arising out of performance of
contracts assumed by us on and after the closing; (ii) certain unpaid accounts
payable; and (iii) the other liabilities specifically described in our purchase
agreement with IT Group.
In a separate transaction, on June 15, 2002, we acquired substantially all
of the assets and assumed certain liabilities of Beneco Enterprises, Inc., a
subsidiary of IT Group. The Beneco acquisition was completed as part of a
separate Chapter 11 bankruptcy reorganization proceeding solely for Beneco. The
purchase price for the Beneco acquisition was (i) cash of approximately
$650,000, (ii) our assumption of the outstanding balance (approximately $1.6
million) of debtor-in-possession financing that we had previously provided to
Beneco, and (iii) transaction costs of approximately $1.0 million.
In conjunction with the acquisition of IT Group and Beneco, we entered
into agreements with two surety companies. In exchange for our agreement to
complete certain of the bonded contracts of IT Group and Beneco, the sureties
(i) paid us approximately $13.3 million in cash and (ii) assigned to us their
rights to debtor-in-possession financing of approximately $20 million which the
sureties had previously provided to Beneco as part of Beneco's bankruptcy
proceedings.
For the past 76 years, IT Group (including Beneco) has addressed the
infrastructure and environmental needs of both private and public sector clients
as a leading provider of diversified services, including environmental,
engineering, facilities management, construction, emergency response,
remediation and information management. Prior to closing our acquisition of the
assets of IT Group, IT Group had more than 5,000 employees worldwide. Beneco's
primary business was facilities management for governmental and military
facilties. We currently plan to continue to use the assets acquired from IT
Group and Beneco in substantially the same businesses in which they were used
prior to the acquisitions.
ii
This amended Form 8-K is being filed to provide, pursuant to Item 7 below,
the historical financial statements and related notes for IT Group and to
include pro forma financial information of the Company giving effect to the
acquisitions of IT Group and Beneco.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Businesses Acquired
The following financial statements of The IT Group, Inc. are filed
with this report as Exhibit 99.1 and incorporated herein by
reference:
(i) Report of Ernst & Young LLP Independent Auditors
(ii) Consolidated Balance Sheets as of December 28, 2001 and
December 29, 2000
(iii) Consolidated Statements of Operations for the twelve months
ended December 28, 2001, December 29, 2000 and December 31,
1999
(iv) Consolidated Statements of Stockholders' Equity (Deficit) for
the twelve months ended December 28, 2001, December 29, 2000
and December 31, 1999
(v) Consolidated Statements of Cash Flows for the twelve months
ended December 28, 2001, December 29, 2000 and December 31,
1999
(vi) Notes to Consolidated Financial Statements
(b) Pro Forma Financial Information
The following pro forma financial statements of the Company are
filed with this report as Exhibit 99.2 and incorporated herein by
reference:
(i) Introduction to Unaudited Pro Forma Condensed Combined
Financial Statements
(ii) Unaudited Pro Forma Condensed Combined Balance Sheet as of
February 28, 2002
(iii) Notes to Unaudited Pro Forma Condensed Combined Balance Sheet
(iv) Unaudited Pro Forma Condensed Combined Statements of Income
for the six months ended February 28, 2002 and the twelve
months ended August 31, 2001
(v) Notes to Unaudited Pro Forma Condensed Combined Statements of
Income
(c) Exhibits
*2.1 Composite Asset Purchase Agreement, dated as of January 23, 2002, by
and among The Shaw Group Inc., The IT Group, Inc. and certain
subsidiaries of The IT Group, Inc., including the following
amendments: (i) Amendment No. 1, dated January 24, 2002, to Asset
Purchase Agreement, (ii) Amendment No. 2, dated January 29, 2002, to
Asset Purchase Agreement, and (iii) a letter agreement amending
Section 8.04(a)(ii) of the Asset Purchase Agreement, dated as of
April 30, 2002, between The IT Group, Inc. and The Shaw Group Inc.
*2.2 Amendment No. 3, dated May 2, 2002, to Asset Purchase Agreement by
and among The Shaw Group Inc., The IT Group, Inc. and certain
subsidiaries of The IT Group, Inc.
iii
*2.3 Amendment No. 4, dated May 3, 2002, to Asset Purchase Agreement by
and among The Shaw Group Inc., The IT Group, Inc. and certain
subsidiaries of The IT Group, Inc.
**23.1 Consent of Ernst & Young LLP
**99.1 Audited consolidated financial statements of The IT Group, Inc. as
of December 28, 2001 and December 29, 2000 and for the twelve months
ended December 28, 2001, December 29, 2000 and December 31, 1999.
**99.2 Unaudited pro forma condensed combined financial statements of The
Shaw Group Inc. as of and for the six months ended February 28,
2002 and for the twelve months ended August 31, 2001.
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* Previously filed as the same numbered exhibit to the initial filing
of this report.
** Filed herewith.
iv
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: July 12, 2002 By: /s/ Robert L. Belk
--------------------------------------------
Robert L. Belk, Executive Vice President
and Chief Financial Officer
v
THE SHAW GROUP INC.
EXHIBIT INDEX
Form 8-K
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<Caption>
Exhibit Number Description
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*2.1 Composite Asset Purchase Agreement, dated as of
January 23, 2002, by and among The Shaw Group
Inc., The IT Group, Inc. and certain subsidiaries
of The IT Group, Inc., including the following
amendments: (i) Amendment No. 1, dated January
24, 2002, to Asset Purchase Agreement, (ii)
Amendment No. 2, dated January 29, 2002, to Asset
Purchase Agreement, and (iii) a letter agreement
amending Section 8.04(a)(ii) of the Asset
Purchase Agreement, dated as of April 30, 2002,
between The IT Group, Inc. and The Shaw
Group Inc.
*2.2 Amendment No. 3, dated May 2, 2002, to Asset
Purchase Agreement by and among The Shaw Group
Inc., The IT Group, Inc. and certain subsidiaries
of The IT Group, Inc.
*2.3 Amendment No. 4, dated May 3, 2002, to Asset
Purchase Agreement by and among The Shaw Group
Inc., The IT Group, Inc. and certain subsidiaries
of The IT Group, Inc.
**23.1 Consent of Ernst & Young LLP
**99.1 Audited consolidated financial statements of The
IT Group, Inc. as of December 28, 2001 and
December 29, 2000 and for the twelve months ended
December 28, 2001, December 29, 2000 and December
31, 1999.
**99.2 Unaudited pro forma condensed combined financial
statements of The Shaw Group Inc. as of and for
the six months ended February 28, 2002 and for
the twelve months ended August 31, 2001.
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* Previously filed as the same numbered exhibit to the initial filing of this
report.
** Filed herewith.