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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2 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
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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.)
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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 that are not historical facts (including without limitation statements
to the effect that The Shaw Group Inc. (the "Company", "Shaw" or "we") 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 (collectively, "IT Group"),
other than Beneco Enterprises, Inc. ("Beneco"), as part of a Chapter 11
bankruptcy proceeding for IT Group. In a separate transaction, on June 15, 2002,
we acquired substantially all of the assets and assumed certain liabilities of
Beneco, a subsidiary of IT Group. The Beneco acquisition was completed as part
of a separate Chapter 11 bankruptcy reorganization proceeding solely for Beneco.
Additional information about these purchases has previously been disclosed in
our amended Form 8-K filed with the Securities and Exchange Commission on July
12, 2002. That amended Form 8-K also included certain historical financial
statements and related notes for IT Group and certain of our pro forma financial
information giving effect to the acquisitions of IT Group and Beneco. This
amended Form 8-K is being filed to provide the unaudited financial statements
and related notes for IT Group as of and for the three months ended March 29,
2002, which information was inadvertently omitted from our amended Form 8-K
filed with the Securities and Exchange Commission on July 12, 2002.
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:
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(i) Unaudited Condensed Consolidated Balance Sheets as of March 29, 2002 and
December 28, 2001;
(ii) Unaudited Condensed Consolidated Statements of Operations for the three
months ended March 29, 2002 and March 30, 2001;
(iii) Unaudited Condensed Consolidated Statements of Cash Flows for the three
months ended March 29, 2002 and March 30, 2001; and
(iv) Notes to Unaudited Condensed Consolidated Financial Statements.
(b) Pro Forma Financial Information
None.
(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.
*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.
**99.1 Unaudited Condensed Consolidated Financial Statements of
The IT Group, Inc. as of and for the three months ended
March 29, 2002.
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* Previously filed as the same numbered exhibit to the initial filing of
this report.
** 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: May 16, 2003 /s/ Robert L. Belk
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Robert L. Belk
Executive Vice President and Chief
Financial Officer
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EXHIBIT INDEX
Exhibits Description of Exhibits
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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.
**99.1 Unaudited Condensed Consolidated Financial Statements of
The IT Group, Inc. as of and for the three months ended
March 29, 2002.
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* Previously filed as the same numbered exhibit to the initial filing of
this report.
** Filed herewith.