================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): March 17, 2003
---------
THE SHAW GROUP INC.
(Exact name of registrant as specified in its charter)
LOUISIANA 1-12227 72-1106167
(State of Incorporation) (Commission File Number) (I.R.S. Employer
Identification Number)
4171 ESSEN LANE
BATON ROUGE, LOUISIANA 70809
(Address of principal executive offices (Zip Code)
Registrant's telephone number, including area code: (225) 932-2500
NOT APPLICABLE
(Former name or former address, if changed since last report.)
================================================================================
Item 5. OTHER EVENTS
On March 17, 2003, The Shaw Group Inc., a Louisiana corporation (the "Company"),
entered into an amendment and restatement of its existing credit facility
pursuant to a Third Amended and Restated Credit Agreement (the "Amended Credit
Agreement") among the Company, as borrower; Credit Lyonnais New York Branch, as
a lender, swing line lender, an issuer and agent; Credit Lyonnais Securities, as
joint arranger and sole book runner; Credit Suisse First Boston, as joint
arranger; Harris Trust and Savings Bank and BNP Paribas, as co-syndication
agents; U.S. Bank National Association, as documentation agent; and the other
lenders signatory thereto.
The Amended Credit Agreement provides for a $250,000,000 revolving credit
facility, the entire amount of which is available to issue letters of credit. At
any time on or before March 17, 2004, the Company may, subject to certain
conditions and without the consent of the lenders under the Amended Credit
Agreement, increase the total commitments under the Amended Credit Agreement up
to a maximum of $300,000,000 by allowing one or more lenders to increase their
respective commitments or by adding new lenders. The Amended Credit Facility
expires and is repayable in full on March 17, 2006.
The Company's obligations under the Amended Credit Agreement are guaranteed by
all of its existing material domestic subsidiaries (the "Guarantors"). All of
the Company's future material domestic subsidiaries are also required to become
Guarantors of the Company's obligations under the Amended Credit Facility. The
Company's obligations under the Amended Credit Facility are secured by (i) a
first perfected security interest in all accounts receivable, inventory, general
intangibles, the proceeds and products thereof, and all other personal property
(other than real estate, plants, parts and equipment) of the Company and the
Guarantors, other than specified assets, (ii) a pledge of 100% of the equity
interests of the Guarantors, (iii) a pledge of 66% of the equity interests of
certain of the Company's foreign subsidiaries and (iv) a negative pledge of all
other exiting and future unencumbered assets of the Company and the Guarantors,
including real estate and certain personal property for which a perfected
security interest cannot be obtained.
A copy of the Amended Credit Agreement is filed herewith as Exhibit 99.1 and is
incorporated herein by reference.
On March 17, 2003, the Company issued a press release announcing that it had
entered into the Amended Credit Facility, completed its private placement of
$253,000,000 of its Senior Notes Due 2010 (the "Notes") and certain other
information relating to its outstanding tender offer to repurchase up to
$384,600,000 of its outstanding Liquid Yield Option(TM) Notes due 2021 (Zero
Coupon - Senior) (the "LYONs"). A copy of this press release is filed herewith
as Exhibit 99.2 and incorporated herein by reference.
The information contained in this Current Report on Form 8-K, including the
exhibits hereto, is neither an offer to sell nor a solicitation of an offer to
buy the Notes. The Notes offered have not been registered under the Securities
Act of 1933 or applicable state securities laws and may not
be offered or sold in the United States absent registration or an applicable
exemption from the registration requirements of the Securities Act.
The information contained in this Current Report on Form 8-K, including the
exhibits hereto, is also not an offer to purchase, a solicitation of an offer to
purchase, or a solicitation of an offer to sell securities, with respect to any
LYONs. The offer to purchase LYONs may only be made pursuant to the terms of the
Company's Offer to Purchase and the accompanying Letter of Transmittal.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Third Amended and Restated Credit Agreement dated March 17, 2003
among The Shaw Group Inc., as borrower; Credit Lyonnais New York Branch, as a
lender, swing line lender, an issuer and agent; Credit Lyonnais Securities, as
joint arranger and sole book runner; Credit Suisse First Boston, as joint
arranger; Harris Trust and Savings Bank and BNP Paribas, as co-syndication
agents; U.S. Bank National Association, as documentation agent; and the other
lenders signatory thereto.
99.2 Press Release of The Shaw Group Inc. dated March 17, 2003.
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: March 19, 2003 /s/ GARY P. GRAPHIA
-----------------------------
Gary P. Graphia
Secretary and General Counsel
INDEX TO EXHIBITS
<Table>
<Caption>
Exhibit Description
- ------- -----------
99.1 Third Amended and Restated Credit Agreement dated March 17,
2003 among The Shaw Group Inc., as borrower; Credit Lyonnais
New York Branch, as a lender, swing line lender, an issuer and
agent; Credit Lyonnais Securities, as joint arranger and sole
book runner; Credit Suisse First Boston, as joint arranger;
Harris Trust and Savings Bank and BNP Paribas, as
co-syndication agents; U.S. Bank National Association, as
documentation agent; and the other lenders signatory thereto.
99.2 Press Release of The Shaw Group Inc. dated March 17, 2003.
</Table>