AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 21, 2003
Registration No. 333-105347
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
------------------------
THE SHAW GROUP INC.*
(exact name of registrant as specified in its charter)
LOUISIANA 3490 72-1106167
(State or Other Jurisdiction of Incorporation or (Primary Standard Industrial (I.R.S. Employer Identification No.)
Organization) Classification Code Number)
4171 ESSEN LANE GARY P. GRAPHIA
BATON ROUGE, LOUISIANA 70809 SECRETARY AND GENERAL COUNSEL
(225) 932-2500 4171 ESSEN LANE
(Address, Including Zip Code, BATON ROUGE, LOUISIANA 70809
and Telephone Number, Including Area Code, (225) 932-2500
of Registrant's Principal Executive Offices) (Name, Address, Including Zip Code,
and Telephone Number, Including
Area Code, of Agent for Service)
------------------------
Copy to:
DAVID P. OELMAN, ESQ.
VINSON & ELKINS L.L.P.
2300 FIRST CITY TOWER
1001 FANNIN STREET
HOUSTON, TEXAS 77002-6760
713-758-2222
713-758-2346 (FAX)
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
* Includes certain subsidiaries of The Shaw Group Inc. identified on the
following pages.
AMERICAN PLASTIC PIPE AND SUPPLY, L.L.C.
(Exact Name of Registrant As Specified In Its Charter)
LOUISIANA 33-1011591
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification
Organization) Number)
ARLINGTON AVENUE E VENTURE, LLC
(Exact Name of Registrant As Specified In Its Charter)
DELAWARE 68-0498475
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification
Organization) Number)
BENICIA NORTH GATEWAY II, L.L.C.
(Exact Name of Registrant As Specified In Its Charter)
LOUISIANA 75-3047268
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification
Organization) Number)
B.F. SHAW, INC.
(Exact Name of Registrant As Specified In Its Charter)
SOUTH CAROLINA 72-1106168
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification
Organization) Number)
CAMDEN ROAD VENTURE, LLC
(Exact Name of Registrant As Specified In Its Charter)
DELAWARE 68-0498480
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification
Organization) Number)
C.B.P. ENGINEERING CORP.
(Exact Name of Registrant As Specified In Its Charter)
ILLINOIS 36-2860678
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification
Organization) Number)
CHIMENTO WETLANDS, L.L.C.
(Exact Name of Registrant As Specified In Its Charter)
LOUISIANA 01-0692358
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification
Organization) Number)
EMCON/OWT, INC.
(Exact Name of Registrant As Specified In Its Charter)
LOUISIANA 77-0589893
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification
Organization) Number)
ENVIROGEN, INC.
(Exact Name of Registrant As Specified In Its Charter)
DELAWARE 22-2899415
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification
Organization) Number)
FIELD SERVICES, INC.
(Exact Name of Registrant As Specified In Its Charter)
LOUISIANA 72-1482550
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification
Organization) Number)
GREAT SOUTHWEST PARKWAY VENTURE, LLC
(Exact Name of Registrant As Specified In Its Charter)
DELAWARE 68-0498479
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification
Organization) Number)
HL NEWHALL II, L.L.C.
(Exact Name of Registrant As Specified In Its Charter)
LOUISIANA 73-1638493
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification
Organization) Number)
JERNEE MILL ROAD, L.L.C.
(Exact Name of Registrant As Specified In Its Charter)
LOUISIANA 77-0592653
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification
Organization) Number)
KATO ROAD II, L.L.C.
(Exact Name of Registrant As Specified In Its Charter)
LOUISIANA 73-1641813
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification
Organization) Number)
KIP I, L.L.C.
(Exact Name of Registrant As Specified In Its Charter)
LOUISIANA 77-0591660
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification
Organization) Number)
LANDBANK BAKER, L.L.C.
(Exact Name of Registrant As Specified In Its Charter)
LOUISIANA 03-0445175
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification
Organization) Number)
LANDBANK PROPERTIES, L.L.C.
(Exact Name of Registrant As Specified In Its Charter)
LOUISIANA 73-1638502
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification
Organization) Number)
LFG SPECIALTIES, L.L.C.
(Exact Name of Registrant As Specified In Its Charter)
LOUISIANA 33-1011588
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification
Organization) Number)
MILLSTONE RIVER WETLAND SERVICES, L.L.C.
(Exact Name of Registrant As Specified In Its Charter)
LOUISIANA 74-3040582
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification
Organization) Number)
MWR, INC.
(Exact Name of Registrant As Specified In Its Charter)
MICHIGAN 38-2677202
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification
Organization) Number)
NORWOOD VENTURE I, L.L.C.
(Exact Name of Registrant As Specified In Its Charter)
LOUISIANA APPLIED FOR
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification
Organization) Number)
OTAY MESA VENTURES II, L.L.C.
(Exact Name of Registrant As Specified In Its Charter)
LOUISIANA 27-0009050
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification
Organization) Number)
PLATTSBURG VENTURE, L.L.C.
(Exact Name of Registrant As Specified In Its Charter)
LOUISIANA 27-0009151
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification
Organization) Number)
POWER TECHNOLOGIES, INC.
(Exact Name of Registrant As Specified In Its Charter)
LOUISIANA 72-1496643
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification
Organization) Number)
PROSPECT INDUSTRIES (HOLDINGS), INC.
(Exact Name of Registrant As Specified In Its Charter)
DELAWARE 36-2860679
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification
Organization) Number)
RARITAN VENTURE I, L.L.C.
(Exact Name of Registrant As Specified In Its Charter)
LOUISIANA 75-3046549
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification
Organization) Number)
S C WOODS, L.L.C.
(Exact Name of Registrant As Specified In Its Charter)
DELAWARE 72-1507985
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification
Organization) Number)
SHAW A/DE, INC.
(Exact Name of Registrant As Specified In Its Charter)
LOUISIANA 72-1326466
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification
Organization) Number)
SHAW ALLOY PIPING PRODUCTS, INC.
(Exact Name of Registrant As Specified In Its Charter)
LOUISIANA 72-0742268
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification
Organization) Number)
SHAW BENECO, INC.
(Exact Name of Registrant As Specified In Its Charter)
LOUISIANA 68-0501371
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification
Organization) Number)
SHAW CALIFORNIA, L.L.C.
(Exact Name of Registrant As Specified In Its Charter)
LOUISIANA 04-3667855
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification
Organization) Number)
SHAW CAPITAL, INC.
(Exact Name of Registrant As Specified In Its Charter)
NEVADA 88-0441288
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification
Organization) Number)
SHAW CMS, INC.
(Exact Name of Registrant As Specified In Its Charter)
DELAWARE 54-1574893
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification
Organization) Number)
SHAW CONNEX, INC.
(Exact Name of Registrant As Specified In Its Charter)
DELAWARE 31-1333038
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification
Organization) Number)
SHAW CONSTRUCTORS, INC.
(Exact Name of Registrant As Specified In Its Charter)
LOUISIANA 72-0944168
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification
Organization) Number)
SHAW E&I INVESTMENT HOLDINGS, INC.
(Exact Name of Registrant As Specified In Its Charter)
LOUISIANA 41-2037834
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification
Organization) Number)
SHAW ENVIRONMENTAL, INC.
(Exact Name of Registrant As Specified In Its Charter)
LOUISIANA 77-0589932
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification
Organization) Number)
SHAW ENVIRONMENTAL & INFRASTRUCTURE, INC.
(Exact Name of Registrant As Specified In Its Charter)
LOUISIANA 75-3044680
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification
Organization) Number)
SHAW ENVIRONMENTAL LIABILITY SOLUTIONS, L.L.C.
(Exact Name of Registrant As Specified In Its Charter)
LOUISIANA 57-1158927
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification
Organization) Number)
SHAW FABRICATORS, INC.
(Exact Name of Registrant As Specified In Its Charter)
LOUISIANA 62-1718401
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification
Organization) Number)
SHAW FACILITIES, INC.
(Exact Name of Registrant As Specified In Its Charter)
LOUISIANA 82-0540781
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification
Organization) Number)
SHAW FCI, INC.
(Exact Name of Registrant As Specified In Its Charter)
DELAWARE 72-1266939
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification
Organization) Number)
SHAW FVF, INC.
(Exact Name of Registrant As Specified In Its Charter)
LOUISIANA 72-1135365
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification
Organization) Number)
SHAW GLOBAL ENERGY SERVICES, INC.
(Exact Name of Registrant As Specified In Its Charter)
LOUISIANA 72-0962273
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification
Organization) Number)
SHAW GRP OF CALIFORNIA
(Exact Name of Registrant As Specified In Its Charter)
CALIFORNIA 72-1492217
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification
Organization) Number)
SHAW HEAT, INC.
(Exact Name of Registrant As Specified In Its Charter)
LOUISIANA 94-3419136
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification
Organization) Number)
SHAW INDUSTRIAL SUPPLY CO., INC.
(Exact Name of Registrant As Specified In Its Charter)
LOUISIANA 72-1310139
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification
Organization) Number)
SHAW INFRASTRUCTURE, INC.
(Exact Name of Registrant As Specified In Its Charter)
LOUISIANA 41-2042864
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification
Organization) Number)
SHAW INTELLECTUAL PROPERTY HOLDINGS, INC.
(Exact Name of Registrant As Specified In Its Charter)
LOUISIANA 45-0475552
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification
Organization) Number)
SHAW INTERNATIONAL, INC.
(Exact Name of Registrant As Specified In Its Charter)
LOUISIANA 72-1237437
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification
Organization) Number)
SHAW JV HOLDINGS, L.L.C.
(Exact Name of Registrant As Specified In Its Charter)
LOUISIANA 72-1483385
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification
Organization) Number)
SHAW MAINTENANCE, INC.
(Exact Name of Registrant As Specified In Its Charter)
LOUISIANA 72-1360032
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification
Organization) Number)
SHAW MANAGED SERVICES, INC.
(Exact Name of Registrant As Specified In Its Charter)
LOUISIANA 72-1345961
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification
Organization) Number)
SHAW MANAGEMENT SERVICES ONE, INC.
(Exact Name of Registrant As Specified In Its Charter)
LOUISIANA 41-2055300
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification
Organization) Number)
SHAW NAPTECH, INC.
(Exact Name of Registrant As Specified In Its Charter)
DELAWARE 87-0492102
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification
Organization) Number)
SHAW PIPE SHIELDS, INC.
(Exact Name of Registrant As Specified In Its Charter)
CALIFORNIA 94-1682925
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification
Organization) Number)
SHAW PIPE SUPPORTS, INC.
(Exact Name of Registrant As Specified In Its Charter)
TEXAS 72-1266940
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification
Organization) Number)
SHAW POWER SERVICES GROUP, L.L.C.
(Exact Name of Registrant As Specified In Its Charter)
LOUISIANA 72-1515472
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification
Organization) Number)
SHAW POWER SERVICES, INC.
(Exact Name of Registrant As Specified In Its Charter)
LOUISIANA 72-1338077
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification
Organization) Number)
SHAW PROCESS AND INDUSTRIAL GROUP, INC.
(Exact Name of Registrant As Specified In Its Charter)
LOUISIANA 72-1405017
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification
Organization) Number)
SHAW PROCESS FABRICATORS, INC.
(Exact Name of Registrant As Specified In Its Charter)
LOUISIANA 72-1080769
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification
Organization) Number)
SHAW PROPERTY HOLDINGS, INC.
(Exact Name of Registrant As Specified In Its Charter)
LOUISIANA 27-0009256
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification
Organization) Number)
SHAW REMEDIATION SERVICES, L.L.C.
(Exact Name of Registrant As Specified In Its Charter)
LOUISIANA 75-3046705
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification
Organization) Number)
SHAW SERVICES, L.L.C.
(Exact Name of Registrant As Specified In Its Charter)
LOUISIANA 72-1515466
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification
Organization) Number)
SHAW SSS FABRICATORS, INC.
(Exact Name of Registrant As Specified In Its Charter)
LOUISIANA 72-1495933
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification
Organization) Number)
SHAW SUNLAND FABRICATORS, INC.
(Exact Name of Registrant As Specified In Its Charter)
LOUISIANA 72-1239935
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification
Organization) Number)
SHAW WORD INDUSTRIES FABRICATORS, INC.
(Exact Name of Registrant As Specified In Its Charter)
OKLAHOMA 73-1486975
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification
Organization) Number)
SO-GLEN GAS CO., LLC
(Exact Name of Registrant As Specified In Its Charter)
OHIO 34-1881112
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification
Organization) Number)
STONE & WEBSTER ASIA, INC.
(Exact Name of Registrant As Specified In Its Charter)
LOUISIANA 72-1481348
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification
Organization) Number)
STONE & WEBSTER CONSTRUCTION, INC.
(Exact Name of Registrant As Specified In Its Charter)
LOUISIANA 72-1481673
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification
Organization) Number)
STONE & WEBSTER CONSTRUCTION SERVICES, L.L.C.
(Exact Name of Registrant As Specified In Its Charter)
LOUISIANA 72-1515465
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification
Organization) Number)
STONE & WEBSTER HOLDING ONE, INC.
(Exact Name of Registrant As Specified In Its Charter)
LOUISIANA 72-1478573
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification
Organization) Number)
STONE & WEBSTER HOLDING TWO, INC.
(Exact Name of Registrant As Specified In Its Charter)
LOUISIANA 72-1478616
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification
Organization) Number)
STONE & WEBSTER, INC.
(Exact Name of Registrant As Specified In Its Charter)
LOUISIANA 72-1478572
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification
Organization) Number)
STONE & WEBSTER INTERNATIONAL, INC.
(Exact Name of Registrant As Specified In Its Charter)
LOUISIANA 72-1484951
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification
Organization) Number)
STONE & WEBSTER INTERNATIONAL HOLDINGS, INC.
(Exact Name of Registrant As Specified In Its Charter)
LOUISIANA 72-1486511
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification
Organization) Number)
STONE & WEBSTER - IT RUSSIA MANAGEMENT CONSULTANTS, INC.
(Exact Name of Registrant As Specified In Its Charter)
LOUISIANA 43-1969254
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification
Organization) Number)
STONE & WEBSTER-JSC MANAGEMENT CONSULTANTS, INC.
(Exact Name of Registrant As Specified In Its Charter)
LOUISIANA 81-0579206
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification
Organization) Number)
STONE & WEBSTER MANAGEMENT CONSULTANTS, INC.
(Exact Name of Registrant As Specified In Its Charter)
LOUISIANA 72-1483422
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification
Organization) Number)
STONE & WEBSTER MASSACHUSETTS, INC.
(Exact Name of Registrant As Specified In Its Charter)
MASSACHUSETTS 04-3529340
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification
Organization) Number)
STONE & WEBSTER MICHIGAN, INC.
(Exact Name of Registrant As Specified In Its Charter)
MICHIGAN 72-1493510
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification
Organization) Number)
STONE & WEBSTER PROCESS TECHNOLOGY, INC.
(Exact Name of Registrant As Specified In Its Charter)
LOUISIANA 72-1478641
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification
Organization) Number)
STONE & WEBSTER SERVICES, L.L.C.
(Exact Name of Registrant As Specified In Its Charter)
LOUISIANA 72-1515448
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification
Organization) Number)
SWINC ACQUISITION FIVE, L.L.C.
(Exact Name of Registrant As Specified In Its Charter)
LOUISIANA 72-1479284
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification
Organization) Number)
THE LANDBANK GROUP, INC.
(Exact Name of Registrant As Specified In Its Charter)
LOUISIANA 01-0679394
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification
Organization) Number)
WHIPPANY VENTURE I, L.L.C.
(Exact Name of Registrant As Specified In Its Charter)
LOUISIANA 33-1003786
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification
Organization) Number)
EACH REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATES AS
MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A
FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION
8(A), MAY DETERMINE.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Section 83 of the Louisiana Business Corporation Law or the LBCL, provides
that a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any action, suit or proceeding, whether civil,
criminal, administrative or investigative, other than an action by or in the
right of the corporation, by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
business, foreign or nonprofit corporation, partnership, joint venture or other
enterprise. The indemnity may include expenses, including attorney fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding, if he acted in good
faith and in a manner he reasonably believed to be in, or not opposed to, the
best interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. Section
83 further provides that a Louisiana corporation may indemnify officers and
directors in an action by or in the right of the corporation under the same
conditions except that no indemnification is permitted without judicial approval
if the director or officer shall have been adjudged to be liable for willful or
intentional misconduct in the performance of his duty to the corporation. Where
an officer or director is successful on the merits or otherwise in any defense
of any action referred to above or any claim therein, the corporation must
indemnify him against such expenses that such officer or directly actually
incurred. Section 83 permits a corporation to pay expenses incurred by the
officer or director in defending an action, suit or proceeding in advance of the
final disposition thereof if approved by the board of directors.
Pursuant to Section 83 of the LBCL, the Company has adopted provisions in its
articles of incorporation which require the Company to indemnify its directors
and officers to the fullest extent permitted by the LBCL.
The Company has entered into indemnification agreements with its directors
and certain of its officers which provide that the Company will, if certain
conditions are met and the director or officer acted in accordance with the
applicable and standards and subject to certain procedures and exceptions,
indemnify the persons for claims, judgments and related expenses resulting from
their services on behalf of the Company and its affiliated entities in any
pending, threatened or completed action, suit or proceeding, whether civil,
administrative or criminal, except where (1) the Company is prohibited by law
from providing such indemnification; (2) payment of the indemnification amounts
has been made under an insurance policy; or (3) the director or officer gained a
personal profit to which he or she was not legally entitled including profits
arising from the violation of certain securities laws.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits. The following exhibits are filed herewith pursuant to the
requirements of Item 601 of Regulation S-K:
3.1 Composite of the Restatement of the Articles of Incorporation of
The Shaw Group Inc., as amended by (i) Articles of Amendment dated
January 22, 2001 and (ii) Articles of Amendment dated July 31,
2001 (incorporated by reference to the designated Exhibit to the
Company's Annual Report on Form 10-K for the fiscal year ended
August 31, 2001).
3.2 Articles of Amendment of the Restatement of the Articles of
Incorporation of The Shaw Group Inc. dated January 22, 2001
(incorporated by reference to the designated Exhibit to the
Company's Quarterly Report on Form 10-Q for the quarter ended
February 28, 2001).
3.3 Articles of Amendment to Restatement of the Articles of
Incorporation of The Shaw Group Inc. dated July 31, 2001
(incorporated by reference to the designated Exhibit to The Shaw
Group Inc.'s Registration Statement on Form 8-A filed on July 30,
2001).
3.4 Amended and Restated By-Laws of The Shaw Group Inc. dated December
8, 1993 (incorporated by reference to the designated Exhibit to
The Shaw Group Inc.'s Annual Report on Form 10-K for the fiscal
year ended August 31, 1994, as amended).
II-1
4.1 Specimen Common Stock Certificate (incorporated by reference to
the designated Exhibit to the Company's Registration Statement
on Form S-1 filed on October 22, 1993, as amended (No.
33-70722)).
4.2 Indenture dated as of May 1, 2001, between The Shaw Group Inc. and
United States Trust Company of New York including Form of Liquid
Yield Option(TM) Note Due 2021 (Zero Coupon-Senior) (Exhibits A-1
and A-2) (incorporated herein by reference to the designated
Exhibit to the Company's Current Report on Form 8-K filed on May
11, 2001).
4.3 Rights Agreement, dated as of July 9, 2001, between The Shaw
Group Inc. and First Union National Bank, as Rights Agent,
including the Form of Articles of Amendment to the Restatement
of the Articles of Incorporation of the Company as Exhibit A,
---------
the form of Rights Certificate as Exhibit B and the form of the
---------
Summary of Rights to Purchase Preferred Shares as Exhibit C
---------
(incorporated by reference to the designated Exhibit to the
Company's Registration Statement on Form 8-A filed on July 30,
2001).
4.4 Indenture dated as of March 17, 2003, by and among The Shaw Group
Inc., the Subsidiary Guarantors party thereto, and The Bank of New
York, as trustee (incorporated by reference to the designated
Exhibit to the Company's Quarterly Report on Form 10-Q for the
quarter ended February 28, 2003).
4.5 Registration Rights Agreement dated as of March 17, 2003, by and
among The Shaw Group Inc. and Credit Suisse First Boston LLC,
UBS Warburg LLC, BMO Nesbit Burns Corp., Credit Lyonnais
Securities (USA) Inc., BNP Paribas Securities Corp. and U.S.
Bancorp Piper Jaffray Inc. (incorporated by reference to the
designated Exhibit to the Company's Quarterly Report on Form
10-Q for the quarter ended February 28, 2003).
4.6 Form of 10-3/4% Senior Note Due 2010 (Included as Exhibit I to the
Indenture incorporated by reference as Exhibit 4.4 hereto).
5.1* Opinion of Vinson & Elkins L.L.P. regarding the validity of the
securities being registered.
5.2* Opinion of Kantrow, Spaht, Weaver & Blitzer (A Professional Law
Corporation) regarding the validity of the securities being
registered.
10.1 The Shaw Group Inc. 1993 Employee Stock Option Plan, amended and
restated through October 8, 2001 (incorporated by reference to the
designated Exhibit to the Company's Annual Report on Form 10-K for
the fiscal year ended August 31, 2001).
10.2 The Shaw Group Inc. 1996 Non-Employee Director Stock Option Plan,
amended and restated through October 8, 2001 (incorporated by
reference to the designated Exhibit to the Company's Annual Report
on Form 10-K for the fiscal year ended August 31, 2001).
10.3 The Shaw Group Inc. 2001 Employee Incentive Compensation Plan,
amended and restated through October 8, 2001 (incorporated by
reference to the designated Exhibit to the Company's Annual Report
on Form 10-K for the fiscal year ended August 31, 2001).
10.4 The Shaw Group Inc. Stone & Webster Acquisition Stock Option
Plan (incorporated by reference to the to the Company's
Registration Statement on Form S-8 filed on June 12, 2001 (No
333-62856)).
10.5 Second Amended and Restated Credit Agreement dated as of
February 28, 2002, among The Shaw Group Inc. Bank One, NA,
Firstar Bank, N.A., Credit Lyonnais New York Branch and Union
Planters Bank, N.A. (incorporated by reference to the designated
Exhibit of the Company's Quarterly Report on Form 10-Q for the
quarter ended February 28, 2002).
10.6 Employment Agreement dated as of April 10, 2001, by and between
The Shaw Group Inc. and J.M. Bernhard, Jr. (incorporated by
reference to the designated Exhibit to the Company's Annual
Report on From 10-K for the fiscal year ended August 31, 2001).
10.7 Employment Agreement dated as of May 5, 2000, by and between The
Shaw Group Inc. and Richard F. Gill and amended January 10,
2001(incorporated by reference to the designated Exhibit to the
Company's Annual Report on Form 10-K for the fiscal year ended
August 31, 2001).
II-2
10.8 Employment Agreement dated as of May 1, 2000, by and between The
Shaw Group Inc. and Robert L. Belk (incorporated by reference to
the designated Exhibit to the Company's Annual Report on Form 10-K
for the fiscal year ended August 31, 2000).
10.9 Employment Agreement dated as of July 10, 2002, by and between
The Shaw Group Inc. and T. A. Barfield, Jr. (incorporated by
reference to the designated Exhibit to the Company's Annual
Report on Form 10-K for the fiscal year ended August 31, 2002).
10.10 Asset Purchase Agreement, dated as of July 14, 2000, among Stone &
Webster, Incorporated, certain subsidiaries of Stone & Webster,
Incorporated and The Shaw Group Inc. (incorporated by reference to
the designated Exhibit to the Company's Current Report on Form 8-K
filed on July 28, 2000).
10.11 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. (incorporated herein by
reference to designated Exhibit to the Company's Current Report
on Form 8-K filed with the Securities and Exchange Commission on
May 16, 2002). 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.
10.12 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. (incorporated herein by
reference to the designated Exhibit to the Company's Current
Report on Form 8-K filed with the Securities and Exchange
Commission on May 16, 2002). Pursuant to Item 601(b)(2) of
Regulation S-K, the exhibits and schedules referred to in
Amendment No. 3 are omitted. The Registrant hereby undertakes
to furnish supplementally a copy of any omitted schedule or
exhibit to the Commission upon request.
10.13 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. (incorporated herein by
reference to the designated Exhibit to the Company's Current
Report on Form 8-K filed with the Securities and Exchange
Commission on May 16, 2002.)
10.14 Third Amended and Restated Credit Agreement, dated as of March 17,
2003, by and among The Shaw Group Inc., as borrower, Credit
Lyonnais New York Branch, as a joint arranger and sole book
runner, Credit Suisse First Boston, as joint arranger, Harris
Trust and Savings Bank and BNP Paribas co-syndication agents, U.S.
Bank National Association, as documentation agent, and the other
lenders signatory thereto. (incorporated herein by reference to
Exhibit 99.1 to the Company's Current Report on Form 8-K filed
with the Securities and Exchange Commission on March 19, 2003).
12.1 Computation of Ratios of Earnings and Fixed Charges (incorporated
herein by reference to the designated Exhibit to the Company's
Annual Report on Form 10-K for the fiscal year ended August 31,
2002.)
21.1 Subsidiaries of Shaw (incorporated herein by reference to the
designated Exhibit to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 2002).
23.1* Consent of Ernst & Young LLP.
23.6* Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1).
23.7* Consent of Kantrow, Spaht, Weaver & Blitzer (A Professional Law
Corporation) (included in Exhibit 5.2).
24.1* Powers of Attorney (included in the signature pages of this
Registration Statement).
25.1 Statement of Eligibility on Form T-1 of The Bank of New York (filed
herewith).
- ----------
* Previously filed.
II-3
- ------------------------
(b) Financial Statement Schedules. Incorporated herein by reference to Item 8
of Shaw's annual report on Form 10-K for the year ended August 31, 2002
ITEM 22. UNDERTAKINGS
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of any
Registrant, we have been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by any Registrant of expenses incurred
or paid by a director, officer or controlling person of such Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, such Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
Each registrant hereby undertakes
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(a) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(b) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;
(c) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement; and
(2) That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
(4) That, for purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to section 13(a) or
section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(5) To respond to requests for information that is incorporated by reference
into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within
one business day of receipt of such request, and to send the incorporated
documents by first class mail or other equally prompt means. This includes
information contained in documents filed subsequent to the effective date of the
registration statement through the date of responding to the request.
II-4
(6) To supply by means of a post-effective amendment all information concerning
a transaction, and the company being acquired involved therein, that was not the
subject of and included in this Registration Statement when it became effective.
II-5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Baton Rouge, State of
Louisiana on May 21, 2003.
THE SHAW GROUP INC.
By: /s/ Gary P. Graphia
---------------------------------------
Gary P. Graphia
Secretary and General Counsel
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Robert L. Belk and Gary P. Graphia, and each of
them (with full power to each of them to act alone), his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign on
his behalf individually and in each capacity stated below any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents and either of the, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on May 21, 2003.
SIGNATURE CAPACITY
--------- --------
* Chief Executive Officer and
- --------------------------------
J. M. Bernhard, Jr. Chairman of the Board of
Directors (Principal Executive
Officer)
* Executive Vice President and
- --------------------------------
Robert L. Belk Chief Financial Officer
(Principal Financial and
Principal Accounting Officer)
* Director
- --------------------------------
Albert McAlister
* Director
- --------------------------------
L. Lane Grigsby
* Director
- --------------------------------
David W. Hoyle
* Director
- --------------------------------
John W. Sinders, Jr.
* Director
- --------------------------------
William H. Grigg
II-6
* Director
- --------------------------------
Charles E. Roemer, III
* By: /s/ Gary P. Graphia
---------------------------------
Gary P. Graphia, Attorney-in-Fact
II-7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Baton Rouge, State of
Louisiana on May 21, 2003.
B.F. SHAW, INC.
SHAW CONNEX, INC.
By: *
-----------------------------------------
Name: Robert L. Belk
Title: Vice President and Treasurer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Robert L. Belk and Gary P. Graphia, and each of
them (with full power to each of them to act alone), his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign on
his behalf individually and in each capacity stated below any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents and either of the, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on May 21, 2003.
SIGNATURE CAPACITY
--------- --------
* President (Principal
- ------------------------------------
Jeff Ottosen, Sr. Executive Officer)
* Vice President, Treasurer
- ------------------------------------
Robert L. Belk and Director (Principal
Financial and Accounting
Officer)
/s/ Gary P. Graphia Director
- ------------------------------------
Gary P. Graphia
*By: /s/ GARY P. GRAPHIA
--------------------------------
Gary P. Graphia, Attorney-in-fact
II-8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Baton Rouge, State of
Louisiana on May 21, 2003.
C.B.P. ENGINEERING CORP.
PROSPECT INDUSTRIES (HOLDINGS), INC.
SHAW PIPE SHIELDS, INC.
By: *
-------------------------------------
Name: Robert L. Belk
Title: Vice President and Treasurer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Robert L. Belk and Gary P. Graphia, and each of
them (with full power to each of them to act alone), his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign on
his behalf individually and in each capacity stated below any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents and either of the, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on May 21, 2003.
SIGNATURE CAPACITY
--------- --------
* President and Director
- ------------------------------------ (Principal Executive Officer)
Richard F. Gill
* Vice President, Treasurer and
- ------------------------------------ Director (Principal Financial
Robert L. Belk and Accounting Officer)
/s/ Gary P. Graphia Director
- ------------------------------------
Gary P. Graphia
*By: /s/ GARY P. GRAPHIA
-----------------------------------
Gary P. Graphia,
Attorney-in fact
II-9
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Baton Rouge, State of
Louisiana on May 21, 2003.
FIELD SERVICES, INC.
SHAW A/DE, INC.
SHAW ALLOY PIPING PRODUCTS, INC.
SHAW FCI, INC.
SHAW GRP OF CALIFORNIA
SHAW INTELLECTUAL PROPERTY HOLDINGS, INC.
SHAW MANAGED SERVICES, INC.
SHAW MANAGEMENT SERVICES ONE, INC.
SHAW PIPE SUPPORTS, INC.
SHAW PROCESS AND INDUSTRIAL GROUP, INC.
SHAW PROCESS FABRICATORS, INC.
SHAW WORD INDUSTRIES FABRICATORS, INC.
STONE & WEBSTER ASIA, INC.
STONE & WEBSTER HOLDING ONE, INC.
STONE & WEBSTER HOLDING TWO, INC.
STONE & WEBSTER INTERNATIONAL, INC.
STONE & WEBSTER INTERNATIONAL
HOLDINGS, INC.
STONE & WEBSTER PROCESS TECHNOLOGY, INC.
By: *
--------------------------------------
Name: Robert L. Belk
Title: Vice President and Treasurer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Robert L. Belk and Gary P. Graphia, and each of
them (with full power to each of them to act alone), his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign on
his behalf individually and in each capacity stated below any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents and either of the, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on May 21, 2003.
SIGNATURE CAPACITY
--------- --------
* President (Principal Executive
- -------------------------------- Officer)
Richard F. Gill
* Vice President, Treasurer and
- -------------------------------- Director (Principal Financial
Robert L. Belk and Accounting Officer)
/s/ Gary P. Graphia Director
- ------------------------------------
Gary P. Graphia
*By: /s/ GARY P. GRAPHIA
-----------------------------------
Gary P. Graphia,
Attorney-in fact
II-10
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Baton Rouge, State of
Louisiana on May 21, 2003.
EMCON/OWT, INC.
By: *
------------------------------------
Name: Richard Peluso
Title: President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Robert L. Belk and Gary P. Graphia, and each of
them (with full power to each of them to act alone), his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign on
his behalf individually and in each capacity stated below any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents and either of the, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on May 21, 2003.
SIGNATURE CAPACITY
--------- --------
* President (Principal Executive Officer)
- ------------------------------------
Richard Peluso
Executive Vice President, Treasurer and
* Chief Financial Officer (Principal
- ------------------------------------ Financial and Accounting Officer)
Mary Geiger
*
- ------------------------------------ Director
T. A. Barfield, Jr.
/s/ Gary P. Graphia
- ------------------------------------ Director
Gary P. Graphia
*By: /s/ GARY P. GRAPHIA
-----------------------------------
Gary P. Graphia,
Attorney-in fact
II-11
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Baton Rouge, State of
Louisiana on May 21, 2003.
POWER TECHNOLOGIES, INC.
By: *
-----------------------------------
Name: Reynolds M. Delgado
Title: President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Robert L. Belk and Gary P. Graphia, and each of
them (with full power to each of them to act alone), his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign on
his behalf individually and in each capacity stated below any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents and either of the, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on May 21, 2003.
SIGNATURE CAPACITY
--------- --------
* President and Director (Principal
- ------------------------------------ Executive Officer)
Reynolds M. Delgado
* Secretary, Treasurer and Director
- ------------------------------------ (Principal Financial and Accounting
Ronald Cayon Officer)
*By: /s/ GARY P. GRAPHIA
-----------------------------------
Gary P. Graphia,
Attorney-in fact
II-12
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Baton Rouge, State of
Louisiana on May 21, 2003.
SHAW BENECO, INC.
By: *
-----------------------------------------------
Name: Robert L. Belk
Title: Executive Vice President and Treasurer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Robert L. Belk and Gary P. Graphia, and each of
them (with full power to each of them to act alone), his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign on
his behalf individually and in each capacity stated below any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents and either of the, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on May 21, 2003.
SIGNATURE CAPACITY
--------- --------
Chief Executive Officer and Chairman of the
* Board of Directors (Principal Executive
- ------------------------------------ Officer)
T. A. Barfield, Jr.
* Executive Vice President and Treasurer
- ------------------------------------ (Principal Financial and Accounting Officer)
Robert L. Belk
/s/ Gary P. Graphia
- ------------------------------------ Director
Gary P. Graphia
*By: /s/ GARY P. GRAPHIA
-----------------------------------
Gary P. Graphia,
Attorney-in fact
II-13
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Baton Rouge, State of
Louisiana on May 21, 2003.
SHAW CAPITAL, INC.
By: *
-----------------------------------------
Name: Robert L. Belk
Title: Vice President and Treasurer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Robert L. Belk and Gary P. Graphia, and each of
them (with full power to each of them to act alone), his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign on
his behalf individually and in each capacity stated below any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents and either of the, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on May 21, 2003.
SIGNATURE CAPACITY
--------- --------
* President (Principal Executive Officer)
- ----------------------------------------------
J. M. Bernhard, Jr.
* Vice President, Treasurer and Director (Principal
- ---------------------------------------------- Financial and Accounting Officer)
Robert L. Belk
/s/ Gary P. Graphia
- ---------------------------------------------- Director
Gary P. Graphia
*By: /s/ GARY P. GRAPHIA
-----------------------------------
Gary P. Graphia,
Attorney-in fact
II-14
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Baton Rouge, State of
Louisiana on May 21, 2003.
SHAW CMS, INC.
By: *
-------------------------------
Name: T. A. Barfield, Jr.
Title: President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Robert L. Belk and Gary P. Graphia, and each of
them (with full power to each of them to act alone), his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign on
his behalf individually and in each capacity stated below any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents and either of the, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on May 21, 2003.
SIGNATURE CAPACITY
--------- --------
* President and Director (Principal Executive
- ---------------------------------------------- Officer)
T. A. Barfield, Jr.
* Executive Vice President and Treasurer
- ---------------------------------------------- (Principal Financial and Accounting Officer)
Scott LaGrange
*
- ---------------------------------------------- Director
Daniel J. Shapiro
*By: /s/ GARY P. GRAPHIA
-----------------------------------
Gary P. Graphia,
Attorney-in fact
II-15
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Baton Rouge, State of
Louisiana on May 21, 2003.
SHAW CONSTRUCTORS, INC.
By: *
------------------------
Name: Ronnie Volentine
Title: President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert L. Belk and Gary P. Graphia, and
each of them (with full power to each of them to act alone), his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign on
his behalf individually and in each capacity stated below any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents and either of the, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on May 21, 2003.
SIGNATURE CAPACITY
--------- --------
* President and Director (Principal Executive
- ---------------------------------------------- Officer)
Ronnie Volentine
* Treasurer (Principal Financial and Accounting
- ---------------------------------------------- Officer)
Lee Barnett
*
- ---------------------------------------------- Director
Michael L. Thomas
*By: /s/ GARY P. GRAPHIA
-----------------------------------
Gary P. Graphia,
Attorney-in fact
II-16
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Baton
Rouge, State of Louisiana on May 21, 2003.
SHAW E&I INVESTMENT HOLDINGS, INC.
SHAW ENVIRONMENTAL & INFRASTRUCTURE, INC.
SHAW FACILITIES, INC.
SHAW INFRASTRUCTURE, INC.
SHAW PROPERTY HOLDINGS, INC.
STONE & WEBSTER - IT RUSSIA MANAGEMENT
CONSULTANTS, INC.
By: *
----------------------------------------------
Name: Robert L. Belk
Title: Executive Vice President and Treasurer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Robert L. Belk and Gary P. Graphia, and each of
them (with full power to each of them to act alone), his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign on
his behalf individually and in each capacity stated below any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents and either of the, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on May 21, 2003.
SIGNATURE CAPACITY
--------- --------
* President and Director
- ---------------------------------------------- (Principal Executive Officer)
T. A. Barfield, Jr.
* Executive Vice President and Treasurer
- ---------------------------------------------- (Principal Financial and Accounting Officer)
Robert L. Belk
/s/ Gary P. Graphia
- ---------------------------------------------- Director
Gary P. Graphia
*By: /s/ GARY P. GRAPHIA
-----------------------------------
Gary P. Graphia,
Attorney-in fact
II-17
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Baton Rouge, State of
Louisiana on May 21, 2003.
SHAW ENVIRONMENTAL, INC.
By: *
------------------------------------
Name: Robert L. Belk
Title: Vice President and Treasurer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Robert L. Belk and Gary P. Graphia, and each of
them (with full power to each of them to act alone), his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign on
his behalf individually and in each capacity stated below any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents and either of the, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on May 21, 2003.
SIGNATURE CAPACITY
--------- --------
* President and Director
- ---------------------------------------------- (Principal Executive Officer)
T. A. Barfield, Jr.
Vice President and Treasurer (Principal
* Financial and Accounting Officer)
- ----------------------------------------------
Robert L. Belk
/s/ Gary P. Graphia
- ---------------------------------------------- Director
Gary P. Graphia
*By: /s/ GARY P. GRAPHIA
-----------------------------------
Gary P. Graphia,
Attorney-in fact
II-18
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Baton Rouge, State of
Louisiana on May 21, 2003.
SHAW FABRICATORS, INC.
By: *
----------------------------------------
Name: Robert L. Belk
Title: Vice President and Treasurer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Robert L. Belk and Gary P. Graphia, and each of
them (with full power to each of them to act alone), his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign on
his behalf individually and in each capacity stated below any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents and either of the, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on May 21, 2003.
SIGNATURE CAPACITY
--------- --------
* President (Principal Executive Officer)
- ----------------------------------------------
Michael Boudreaux
* Vice President, Treasurer and Director (Principal
- ---------------------------------------------- Financial and Accounting Officer)
Robert L. Belk
/s/ Gary P. Graphia
- ---------------------------------------------- Director
Gary P. Graphia
*By: /s/ GARY P. GRAPHIA
-----------------------------------
Gary P. Graphia,
Attorney-in fact
II-19
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Baton Rouge, State of
Louisiana on May 21, 2003.
SHAW FVF, INC.
By: *
-----------------------------------
Name: Robert L. Belk
Title: Vice President and Treasurer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Robert L. Belk and Gary P. Graphia, and each of
them (with full power to each of them to act alone), his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign on
his behalf individually and in each capacity stated below any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents and either of the, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on May 21, 2003.
SIGNATURE CAPACITY
--------- --------
* President (Principal Executive Officer)
- ----------------------------------------------
David L. Landers
* Vice President, Treasurer and Director
- ---------------------------------------------- (Principal Financial and Accounting Officer)
Robert L. Belk
/s/ Gary P. Graphia
- ---------------------------------------------- Director
Gary P. Graphia
*By: /s/ GARY P. GRAPHIA
-----------------------------------
Gary P. Graphia,
Attorney-in fact
II-20
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Baton Rouge, State of
Louisiana on May 21, 2003.
SHAW GLOBAL ENERGY SERVICES, INC.
By: *
-----------------------------------
Name: Robert L. Belk
Title: Vice President and Treasurer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Robert L. Belk and Gary P. Graphia, and each of
them (with full power to each of them to act alone), his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign on
his behalf individually and in each capacity stated below any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents and either of the, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on May 21, 2003.
SIGNATURE CAPACITY
--------- --------
* President and Director
- ---------------------------------------------- (Principal Executive Officer)
Mitchell A. Rayner
Vice President and Treasurer (Principal
* Financial and Accounting Officer)
- ----------------------------------------------
Robert L. Belk
/s/ Gary P. Graphia
- ---------------------------------------------- Director
Gary P. Graphia
*By: /s/ GARY P. GRAPHIA
-----------------------------------
Gary P. Graphia,
Attorney-in fact
II-21
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Baton Rouge, State of
Louisiana on May 21, 2003.
SHAW HEAT, INC.
SHAW NAPTECH, INC.
SHAW SSS FABRICATORS, INC.
SHAW SUNLAND FABRICATORS, INC.
By: *
---------------------------------------
Name: Robert L. Belk
Title: Vice President and Treasurer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Robert L. Belk and Gary P. Graphia, and each of
them (with full power to each of them to act alone), his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign on
his behalf individually and in each capacity stated below any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents and either of the, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on May 21, 2003.
SIGNATURE CAPACITY
--------- --------
* President (Principal Executive Officer)
- ----------------------------------------------
Mitchell A. Rayner
* Vice President, Treasurer and Director
- ---------------------------------------------- (Principal Financial and Accounting Officer)
Robert L. Belk
/s/ Gary P. Graphia
- ---------------------------------------------- Director
Gary P. Graphia
*By: /s/ GARY P. GRAPHIA
-----------------------------------
Gary P. Graphia,
Attorney-in fact
II-22
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Baton Rouge, State of
Louisiana on May 21, 2003.
SHAW INDUSTRIAL SUPPLY CO., INC.
By: *
----------------------------------------
Name: Robert L. Belk
Title: Vice President and Treasurer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Robert L. Belk and Gary P. Graphia, and each of
them (with full power to each of them to act alone), his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign on
his behalf individually and in each capacity stated below any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents and either of the, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on May 21, 2003.
SIGNATURE CAPACITY
--------- --------
* President (Principal Executive Officer)
- ----------------------------------------------
Louis V. Stuart
* Vice President, Treasurer and Director
- ---------------------------------------------- (Principal Financial and Accounting Officer)
Robert L. Belk
/s/ Gary P. Graphia
- ----------------------------------------------- Director
Gary P. Graphia
*By: /s/ GARY P. GRAPHIA
-----------------------------------
Gary P. Graphia,
Attorney-in fact
II-23
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Baton Rouge, State of
Louisiana on May 21, 2003.
SHAW INTERNATIONAL, INC.
By: *
----------------------------------------
Name: Robert L. Belk
Title: Vice President and Treasurer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Robert L. Belk and Gary P. Graphia, and each of
them (with full power to each of them to act alone), his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign on
his behalf individually and in each capacity stated below any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents and either of the, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on May 21, 2003.
SIGNATURE CAPACITY
--------- --------
* President (Principal Executive Officer)
- ----------------------------------------------
Michael H. Wootton
* Vice President, Treasurer and Director
- ---------------------------------------------- (Principal Financial and Accounting Officer)
Robert L. Belk
*
- ---------------------------------------------- Director
Richard F. Gill
/s/ Gary P. Graphia
- ---------------------------------------------- Director
Gary P. Graphia
*By: /s/ GARY P. GRAPHIA
-----------------------------------
Gary P. Graphia,
Attorney-in fact
II-24
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Baton Rouge, State of
Louisiana on May 21, 2003.
SHAW MAINTENANCE, INC.
By: *
-----------------------------------------
Name: Robert L. Belk
Title: Vice President and Treasurer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Robert L. Belk and Gary P. Graphia, and each of
them (with full power to each of them to act alone), his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign on
his behalf individually and in each capacity stated below any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents and either of the, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on May 21, 2003.
SIGNATURE CAPACITY
--------- --------
* President (Principal Executive Officer)
- ----------------------------------------------
N. Andrew Dupuy, Jr.
* Vice President, Treasurer and Director
- ---------------------------------------------- (Principal Financial and Accounting Officer)
Robert L. Belk
/s/ Gary P. Graphia
- ---------------------------------------------- Director
Gary P. Graphia
*By: /s/ GARY P. GRAPHIA
-----------------------------------
Gary P. Graphia,
Attorney-in fact
II-25
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Baton Rouge, State of
Louisiana on May 21, 2003.
SHAW POWER SERVICES, INC.
By: *
----------------------------------------
Name: Robert L. Belk
Title: Vice President and Treasurer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Robert L. Belk and Gary P. Graphia, and each of
them (with full power to each of them to act alone), his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign on
his behalf individually and in each capacity stated below any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents and either of the, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on May 21, 2003.
SIGNATURE CAPACITY
* President (Principal Executive Officer)
- ----------------------------------------------
Frank Fronek
* Vice President, Treasurer and Director
- ---------------------------------------------- (Principal Financial and Accounting Officer)
Robert L. Belk
/s/ Gary P. Graphia
- ---------------------------------------------- Director
Gary P. Graphia
*By: /s/ GARY P. GRAPHIA
-----------------------------------
Gary P. Graphia,
Attorney-in fact
II-26
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Baton Rouge, State of
Louisiana on May 21, 2003.
STONE & WEBSTER CONSTRUCTION, INC.
By: *
-------------------------------------
Name: Robert L. Belk
Title: President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Robert L. Belk and Gary P. Graphia, and each of
them (with full power to each of them to act alone), his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign on
his behalf individually and in each capacity stated below any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents and either of the, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on May 21, 2003.
SIGNATURE CAPACITY
--------- --------
* President and Director
- ---------------------------------------------- (Principal Executive Officer)
Robert L. Belk
/s/ Gary P. Graphia Vice President, Secretary, Treasurer and
- ---------------------------------------------- Director (Principal Financial and Accounting
Gary P. Graphia Officer)
*By: /s/ GARY P. GRAPHIA
-----------------------------------
Gary P. Graphia,
Attorney-in fact
II-27
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Baton Rouge, State of
Louisiana on May 21, 2003.
STONE & WEBSTER, INC.
By: *
------------------------------------------
Name: Robert L. Belk
Title: Vice President and Treasurer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Robert L. Belk and Gary P. Graphia, and each of
them (with full power to each of them to act alone), his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign on
his behalf individually and in each capacity stated below any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents and either of the, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on May 21, 2003.
SIGNATURE CAPACITY
--------- --------
* President and Director
- ---------------------------------------------- (Principal Executive Officer)
Richard F. Gill
* Vice President, Treasurer and Director
- ---------------------------------------------- (Principal Financial and Accounting Officer)
Robert L. Belk
*By: /s/ GARY P. GRAPHIA
-----------------------------------
Gary P. Graphia,
Attorney-in fact
II-28
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Baton Rouge, State of
Louisiana on May 21, 2003.
STONE & WEBSTER - JSC MANAGEMENT
CONSULTANTS, INC.
By: *
-----------------------------------------
Name: Robert L. Belk
Title: Senior Vice President and Treasurer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Robert L. Belk and Gary P. Graphia, and each of
them (with full power to each of them to act alone), his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign on
his behalf individually and in each capacity stated below any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents and either of the, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on May 21, 2003.
SIGNATURE CAPACITY
* President and Director (Principal Executive
- ---------------------------------------------- Officer)
Reynolds M. Delgado
* Senior Vice President and Treasurer (Principal
- ---------------------------------------------- Financial and Accounting Officer)
Robert L. Belk
* Director
- ----------------------------------------------
T. A. Barfield, Jr.
*By: /s/ GARY P. GRAPHIA
-----------------------------------
Gary P. Graphia,
Attorney-in fact
II-29
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Baton Rouge, State of
Louisiana on May 21, 2003.
STONE & WEBSTER MANAGEMENT
CONSULTANTS, INC.
By: *
----------------------------------------
Name: Robert L. Belk
Title: Vice President and Treasurer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Robert L. Belk and Gary P. Graphia, and each of
them (with full power to each of them to act alone), his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign on
his behalf individually and in each capacity stated below any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents and either of the, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on May 21, 2003.
SIGNATURE CAPACITY
--------- --------
* President and Director (Principal Executive
- ---------------------------------------------- Officer)
Reynolds M. Delgado
* Vice President and Treasurer (Principal
- ---------------------------------------------- Financial and Accounting Officer)
Robert L. Belk
*
- ---------------------------------------------- Director
Richard F. Gill
*By: /s/ GARY P. GRAPHIA
-----------------------------------
Gary P. Graphia,
Attorney-in fact
II-30
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Baton Rouge, State of
Louisiana on May 21, 2003.
STONE & WEBSTER MASSACHUSETTS, INC.
By: *
----------------------------------
Name: Robert L. Belk
Title: Vice President and Treasurer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Robert L. Belk and Gary P. Graphia, and each of
them (with full power to each of them to act alone), his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign on
his behalf individually and in each capacity stated below any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents and either of the, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on May 21, 2003.
SIGNATURE CAPACITY
--------- --------
* President and Director
- ---------------------------------------------- (Principal Executive Officer)
Gerald R. Doton
* Vice President and Treasurer (Principal
- ---------------------------------------------- Financial and Accounting Officer)
Robert L. Belk
*
- ---------------------------------------------- Director
Richard F. Gill
*
- ---------------------------------------------- Director
Joseph A. Green
*By: /s/ GARY P. GRAPHIA
-----------------------------------
Gary P. Graphia,
Attorney-in fact
II-31
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Baton Rouge, State of
Louisiana on May 21, 2003.
STONE & WEBSTER MICHIGAN, INC.
By: *
------------------------------------
Name: Richard M. Grieve
Title: President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Robert L. Belk and Gary P. Graphia, and each of
them (with full power to each of them to act alone), his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign on
his behalf individually and in each capacity stated below any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents and either of the, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on May 21, 2003.
SIGNATURE CAPACITY
--------- --------
* President and Director (Principal Executive
- ---------------------------------------------- Officer)
Richard M. Grieve
* Treasurer (Principal Financial and Accounting
- ---------------------------------------------- Officer)
Robert L. Belk
*
- ---------------------------------------------- Director
Richard F. Gill
*
- ---------------------------------------------- Director
A. Stanley Lucks
*By: /s/ GARY P. GRAPHIA
-----------------------------------
Gary P. Graphia,
Attorney-in fact
II-32
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Baton Rouge, State of
Louisiana on May 21, 2003.
THE LANDBANK GROUP, INC.
By: *
--------------------------------------------------------
Name: T. A. Barfield, Jr.
Title: Chief Executive Officer and Chairman of the Board
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Robert L. Belk and Gary P. Graphia, and each of
them (with full power to each of them to act alone), his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign on
his behalf individually and in each capacity stated below any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents and either of the, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on May 21, 2003.
SIGNATURE CAPACITY
--------- --------
* Chief Executive Officer and Chairman of the
- ---------------------------------------------- Board of Directors (Principal Executive Officer)
T. A. Barfield, Jr.
* Executive Vice President, Treasurer and Director
- ---------------------------------------------- (Principal Financial and Accounting Officer)
Dirk J. Wild
*
- ---------------------------------------------- Director
Daniel J. Shapiro
*By: /s/ GARY P. GRAPHIA
-----------------------------------
Gary P. Graphia,
Attorney-in fact
II-33
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Baton Rouge, State of
Louisiana on May 21, 2003.
AMERICAN PLASTIC PIPE AND SUPPLY, L.L.C.
SO-GLEN GAS CO., LLC
By: EMCON/OWT, INC.
As Sole Member
By: *
---------------------------------------------------
Name: Robert L. Belk
Title: Executive Vice President, Assistant Treasurer
and Assistant Chief Financial Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Robert L. Belk and Gary P. Graphia, and each of
them (with full power to each of them to act alone), his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign on
his behalf individually and in each capacity stated below any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents and either of the, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on May 21, 2003.
SIGNATURE CAPACITY
--------- --------
* President (Principal Executive Officer) of
- ---------------------------------------------- EMCON/OWT, Inc., the sole member of the above named
Richard Peluso entities
Executive Vice President, Treasurer and Chief
* Financial Officer (Principal Financial and
- ---------------------------------------------- Accounting Officer) of EMCON/OWT, Inc., the sole
Mary Geiger member of the above named entities
* Director of EMCON/OWT, Inc., the sole member of the
- ---------------------------------------------- above named entities
T. A. Barfield, Jr.
/s/ Gary P. Graphia Director of EMCON/OWT, Inc., the sole member of the
- ---------------------------------------------- above named entities
Gary P. Graphia
*By: /s/ GARY P. GRAPHIA
-----------------------------------
Gary P. Graphia,
Attorney-in fact
II-34
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Baton Rouge, State of
Louisiana on May 21, 2003.
ARLINGTON AVENUE E VENTURE, LLC
CAMDEN ROAD VENTURE, LLC
GREAT SOUTHWEST PARKWAY VENTURE, LLC
By: LANDBANK PROPERTIES, L.L.C.
As Sole Member
By: *
-----------------------------------------
Name: T. A. Barfield, Jr.
Title: Chief Executive Officer and Chairman
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert L. Belk and Gary P. Graphia, and
each of them (with full power to each of them to act alone), his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign on
his behalf individually and in each capacity stated below any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents and either of the, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on May 21, 2003.
SIGNATURE CAPACITY
--------- --------
Chief Executive Officer and Chairman (Principal
Executive Officer) of LandBank Properties, L.L.C., the
sole member of the above named entities, and Director of
The LandBank Group, Inc., the sole member of LandBank
* Properties, L.L.C., the sole member of the above named
---------------------------------- entities
T. A. Barfield, Jr.
Executive Vice President and Treasurer (Principal
Financial and Accounting Officer) of LandBank
Properties, L.L.C., the sole member of the above named
entities, and Director of The LandBank Group, Inc., the
sole member of LandBank Properties, L.L.C., the sole
* member of the above named entities
----------------------------------
Dirk J. Wild
Director of The LandBank Group, Inc., the sole member of
LandBank Properties, L.L.C., the sole member of the
* above named entities
----------------------------------
Daniel J. Shapiro
*By: /s/ GARY P. GRAPHIA
-----------------------------------
Gary P. Graphia,
Attorney-in fact
II-35
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Baton Rouge, State of
Louisiana on May 21, 2003.
BENICIA NORTH GATEWAY II, L.L.C.
CHIMENTO WETLANDS, L.L.C.
HL NEWHALL II, L.L.C.
JERNEE MILL ROAD, L.L.C.
KATO ROAD II, L.L.C.
KIP I, L.L.C.
LANDBANK BAKER, L.L.C.
MILLSTONE RIVER WETLAND SERVICES, L.L.C.
OTAY MESA VENTURES II, L.L.C.
PLATTSBURG VENTURE, L.L.C.
RARITAN VENTURE I, L.L.C.
By: *
-----------------------------------------
Name: T. A. Barfield, Jr.
Title: President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert L. Belk and Gary P. Graphia, and
each of them (with full power to each of them to act alone), his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign on
his behalf individually and in each capacity stated below any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents and either of the, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on May 21, 2003.
SIGNATURE CAPACITY
--------- --------
President (Principal Executive Officer) of the above
named entities and Director of The LandBank Group, Inc.,
the sole member of LandBank Properties, L.L.C., the sole
* member of the above named entities
----------------------------------
T. A. Barfield, Jr.
Executive Vice President and Treasurer (Principal
Financial and Accounting Officer) of the above named
entities and Director of The LandBank Group, Inc., the
sole member of LandBank Properties, L.L.C., the sole
* member of the above named entities
----------------------------------
Dirk J. Wild
Director of The LandBank Group, Inc., the sole member of
LandBank Properties, L.L.C., the sole member of the
* above named entities
----------------------------------
Daniel J. Shapiro
*By: /s/ GARY P. GRAPHIA
-----------------------------------
Gary P. Graphia,
Attorney-in fact
II-36
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Baton Rouge, State of
Louisiana on May 21, 2003.
LANDBANK PROPERTIES, L.L.C.
By: *
-----------------------------------------
Name: T. A. Barfield, Jr.
Title: Chief Executive Officer and Chairman
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert L. Belk and Gary P. Graphia, and
each of them (with full power to each of them to act alone), his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign on
his behalf individually and in each capacity stated below any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents and either of the, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on May 21, 2003.
SIGNATURE CAPACITY
--------- --------
Chief Executive Officer and Chairman
(Principal Executive Officer) of the above
* named entity and Director of The LandBank
---------------------------------- Group, Inc., the sole member of the above
T. A. Barfield, Jr. named entity
Executive Vice President and Treasurer
(Principal Financial and Accounting Officer)
of the above named entity and Director of The
* LandBank Group, Inc., the sole member of the
---------------------------------- above named entity
Dirk J. Wild
* Director of The LandBank Group, Inc., the sole
---------------------------------- member of the above named entity
Daniel J. Shapiro
*By: /s/ GARY P. GRAPHIA
-----------------------------------
Gary P. Graphia,
Attorney-in fact
II-37
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Baton Rouge, State of
Louisiana on May 21, 2003.
LFG SPECIALITIES, L.L.C.
By: *
-----------------------------------------
Name: Robert L. Belk
Title: Executive Vice President and Treasurer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert L. Belk and Gary P. Graphia, and
each of them (with full power to each of them to act alone), his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign on
his behalf individually and in each capacity stated below any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents and either of the, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on May 21, 2003.
SIGNATURE CAPACITY
--------- --------
President (Principal Executive Officer) of the
above named entity and Director of EMCON/OWT,
* Inc., the sole member of the above named entity
----------------------------------
T. A. Barfield, Jr.
Executive Vice President and Treasurer
* (Principal Financial and Accounting Officer)
---------------------------------- of the above named entity
Robert L. Belk
/s/ Gary P. Graphia Director of EMCON/OWT, Inc., the sole member
---------------------------------- of the above named entity
Gary P. Graphia
*By: /s/ GARY P. GRAPHIA
-----------------------------------
Gary P. Graphia,
Attorney-in fact
II-38
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Baton Rouge, State of
Louisiana on May 21, 2003.
NORWOOD VENTURE I, L.L.C.
By: *
-----------------------------------------
Name: T. A. Barfield, Jr.
Title: President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert L. Belk and Gary P. Graphia, and
each of them (with full power to each of them to act alone), his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign on
his behalf individually and in each capacity stated below any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents and either of the, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on May 21, 2003.
SIGNATURE CAPACITY
--------- --------
President (Principal Executive Officer) of the
above named entity and Director of The
LandBank Group, Inc., the sole member of
* LandBank Properties, L.L.C., the sole member
---------------------------------- of the above named entity
T. A. Barfield, Jr.
Executive Vice President of Special Projects
and Treasurer (Principal Financial and
Accounting Officer) of the above named entity
and Director of The LandBank Group, Inc., the
* sole member of LandBank Properties, L.L.C.,
---------------------------------- the sole member of the above named entity
Dirk J. Wild
Director of The LandBank Group, Inc., the sole
* member of LandBank Properties, L.L.C., the
---------------------------------- sole member of the above named entity
Daniel J. Shapiro
*By: /s/ GARY P. GRAPHIA
-----------------------------------
Gary P. Graphia,
Attorney-in fact
II-39
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Baton Rouge, State of
Louisiana on May 21, 2003.
S C WOODS, L.L.C.
By: STONE & WEBSTER, INC.
As Sole Member
LFG SPECIALITIES, L.L.C.
By: *
-----------------------------------------
Name: Robert L. Belk
Title: Executive Vice President and Treasurer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert L. Belk and Gary P. Graphia, and
each of them (with full power to each of them to act alone), his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign on
his behalf individually and in each capacity stated below any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents and either of the, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on May 21, 2003.
SIGNATURE CAPACITY
--------- --------
President (Principal Executive Officer) and
* Director of Stone & Webster, Inc., the sole
---------------------------------- member of the above named entity
Richard F. Gill
Vice President, Treasurer (Principal Financial
* and Accounting Officer) and Director of Stone &
---------------------------------- Webster, Inc., the sole member of the above
Robert L. Belk named entity
*By: /s/ GARY P. GRAPHIA
-----------------------------------
Gary P. Graphia,
Attorney-in fact
II-40
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Baton Rouge, State of
Louisiana on May 21, 2003.
SHAW CALIFORNIA, L.L.C.
By: *
-----------------------------------------
Name: T. A. Barfield, Jr.
Title: President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert L. Belk and Gary P. Graphia, and
each of them (with full power to each of them to act alone), his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign on
his behalf individually and in each capacity stated below any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents and either of the, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on May 21, 2003.
SIGNATURE CAPACITY
--------- --------
President (Principal Executive Officer) of the
above named entity and Director of Shaw
* Environmental, Inc., the sole member of the
---------------------------------- above named entity
T. A. Barfield, Jr.
Executive Vice President and Treasurer
* (Principal Financial and Accounting Officer)
---------------------------------- of the above named entity
Dirk J. Wild
/s/ Gary P. Graphia Director of Shaw Environmental, Inc., the sole
---------------------------------- member of the above named entity
Gary P. Graphia
*By: /s/ GARY P. GRAPHIA
-----------------------------------
Gary P. Graphia,
Attorney-in fact
II-41
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Baton Rouge, State of
Louisiana on May 21, 2003.
SHAW ENVIRONMENTAL LIABILITY
SOLUTIONS, L.L.C.
By: *
-----------------------------------------
Name: T. A. Barfield, Jr.
Title: Chief Executive Officer and Chairman
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert L. Belk and Gary P. Graphia, and
each of them (with full power to each of them to act alone), his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign on
his behalf individually and in each capacity stated below any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents and either of the, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on May 21, 2003.
SIGNATURE CAPACITY
--------- --------
Chief Executive Officer and Chairman (Principal
Executive Officer) of the above named entity and
* Director of Shaw E&I Investment Holdings, Inc.,
---------------------------------- the sole member of the above named entity
T. A. Barfield, Jr.
Executive Vice President and Treasurer (Principal
* Financial and Accounting Officer) of the above
---------------------------------- named entity
Scott LaGrange
/s/ Gary P. Graphia Director of Shaw E&I Investment Holdings, Inc.,
---------------------------------- the sole member of the above named entity
Gary P. Graphia
*By: /s/ GARY P. GRAPHIA
-----------------------------------
Gary P. Graphia,
Attorney-in fact
II-42
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Baton Rouge, State of
Louisiana on May 21, 2003.
SHAW JV HOLDINGS, L.L.C.
By: *
-----------------------------------------
Name: Robert L. Belk
Title: Executive Vice President and Treasurer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert L. Belk and Gary P. Graphia, and
each of them (with full power to each of them to act alone), his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign on
his behalf individually and in each capacity stated below any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents and either of the, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on May 21, 2003.
SIGNATURE CAPACITY
--------- --------
* President (Principal Executive Officer) of the
---------------------------------- above named entity
James T. Early
Executive Vice President and Treasurer (Principal
* Financial and Principal Accounting Officer) of
---------------------------------- the above named entity
Robert L. Belk
Chairman of the Board of Directors of The Shaw
* Group Inc., the sole member of the above named entity
----------------------------------
J.M. Bernhard, Jr.
* Director of The Shaw Group Inc., the sole member
---------------------------------- of the above named entity
William H. Grigg
* Director of The Shaw Group Inc., the sole member
---------------------------------- of the above named entity
L. Lane Grigsby
* Director of The Shaw Group Inc., the sole member
---------------------------------- of the above named entity
David W. Hoyle
II-43
* Director of The Shaw Group Inc., the sole member
---------------------------------- of the above named entity
Albert McAlister
* Director of The Shaw Group Inc., the sole member
---------------------------------- of the above named entity
Charles E. Roemer, III
* Director of The Shaw Group Inc., the sole member
---------------------------------- of the above named entity
John W. Sinders, Jr.
* By: /s/ GARY P. GRAPHIA
---------------------------------
Gary P. Graphia,
Attorney-in fact
II-44
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Baton Rouge, State of
Louisiana on May 21, 2003.
SHAW POWER SERVICES GROUP, L.L.C.
SHAW SERVICES, L.L.C.
By: *
-----------------------------------------
Name: Robert L. Belk
Title: Executive Vice President and Treasurer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert L. Belk and Gary P. Graphia, and
each of them (with full power to each of them to act alone), his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign on
his behalf individually and in each capacity stated below any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents and either of the, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on May 21, 2003.
SIGNATURE CAPACITY
--------- --------
* President (Principal Executive Officer) of the
---------------------------------- above named entities
Richard F. Gill
Executive Vice President and Treasurer
* (Principal Financial and Principal Accounting
---------------------------------- Officer) of the above named entities
Robert L. Belk
Chairman of the Board of Directors of The Shaw
* Group Inc., the sole member of the above named
---------------------------------- entities
J.M. Bernhard, Jr.
* Director of The Shaw Group Inc., the sole
---------------------------------- member of the above named entities
William H. Grigg
* Director of The Shaw Group Inc., the sole
---------------------------------- member of the above named entities
L. Lane Grigsby
* Director of The Shaw Group Inc., the sole
---------------------------------- member of the above named entities
David W. Hoyle
II-45
* Director of The Shaw Group Inc., the sole
---------------------------------- member of the above named entities
Albert McAlister
* Director of The Shaw Group Inc., the sole
---------------------------------- member of the above named entities
Charles E. Roemer, III
* Director of The Shaw Group Inc., the sole
---------------------------------- member of the above named entities
John W. Sinders, Jr.
* By: /s/ GARY P. GRAPHIA
---------------------------------
Gary P. Graphia,
Attorney-in fact
II-46
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Baton Rouge, State of
Louisiana on May 21, 2003.
SHAW REMEDIATION SERVICES, L.L.C.
By: *
-----------------------------------------
Name: T. A. Barfield, Jr.
Title: President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert L. Belk and Gary P. Graphia, and
each of them (with full power to each of them to act alone), his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign on
his behalf individually and in each capacity stated below any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents and either of the, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on May 21, 2003.
SIGNATURE CAPACITY
--------- --------
* President (Principal Executive Officer) of the
---------------------------------- above named entity
T. A. Barfield, Jr.
Executive Vice President and Treasurer
* (Principal Financial and Principal Accounting
---------------------------------- Officer) of the above named entity
Dirk J. Wild
Chairman of the Board of Directors of The Shaw
* Group Inc., the sole member of the above named
---------------------------------- entity
J.M. Bernhard, Jr.
* Director of The Shaw Group Inc., the sole
---------------------------------- member of the above named entity
William H. Grigg
* Director of The Shaw Group Inc., the sole
---------------------------------- member of the above named entity
L. Lane Grigsby
* Director of The Shaw Group Inc., the sole
---------------------------------- member of the above named entity
David W. Hoyle
II-47
* Director of The Shaw Group Inc., the sole
---------------------------------- member of the above named entity
Albert McAlister
* Director of The Shaw Group Inc., the sole
---------------------------------- member of the above named entity
Charles E. Roemer, III
* Director of The Shaw Group Inc., the sole
---------------------------------- member of the above named entity
John W. Sinders, Jr.
* By: /s/ GARY P. GRAPHIA
---------------------------------
Gary P. Graphia,
Attorney-in fact
II-48
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Baton Rouge, State of
Louisiana on May 21, 2003.
STONE & WEBSTER CONSTRUCTION
SERVICES, L.L.C.
By: *
-----------------------------------------
Name: Robert L. Belk
Title: President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert L. Belk and Gary P. Graphia, and
each of them (with full power to each of them to act alone), his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign on
his behalf individually and in each capacity stated below any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents and either of the, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on May 21, 2003.
SIGNATURE CAPACITY
--------- --------
President (Principal Executive Officer) of
the above named entity and Director of Stone
* & Webster Construction, Inc., the sole member
---------------------------------- of the above named entity
Robert L. Belk
Vice President, Secretary, Treasurer
(Principal Financial and Accounting Officer)
of the above named entity and Director of
/s/ Gary P. Graphia Stone & Webster Construction, Inc., the sole
---------------------------------- member of the above named entity
Gary P. Graphia
* By: /s/ GARY P. GRAPHIA
---------------------------------
Gary P. Graphia,
Attorney-in fact
II-49
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Baton Rouge, State of
Louisiana on May 21, 2003.
STONE & WEBSTER SERVICES, L.L.C.
By: *
-----------------------------------------
Name: Robert L. Belk
Title: Executive Vice President and Treasurer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert L. Belk and Gary P. Graphia, and
each of them (with full power to each of them to act alone), his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign on
his behalf individually and in each capacity stated below any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents and either of the, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on May 21, 2003.
SIGNATURE CAPACITY
--------- --------
President (Principal Executive Officer) of the
above named entity and Director of Stone &
* Webster, Inc., the sole member of the above
---------------------------------- named entity
Richard F. Gill
Executive Vice President
and Treasurer (Principal
Financial and Accounting
Officer) of the above
named entity and
Director of
* Stone & Webster, Inc., the sole member of the
---------------------------------- above named entity
Robert L. Belk
* By: /s/ GARY P. GRAPHIA
---------------------------------
Gary P. Graphia,
Attorney-in fact
II-50
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Baton Rouge, State of
Louisiana on May 21, 2003.
SWINC ACQUISITION FIVE, L.L.C.
By: *
-----------------------------------------
Name: Robert L. Belk
Title: Executive Vice President and Treasurer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert L. Belk and Gary P. Graphia, and
each of them (with full power to each of them to act alone), his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign on
his behalf individually and in each capacity stated below any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents and either of the, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on May 21, 2003.
SIGNATURE CAPACITY
--------- --------
Chairman and President (Principal Executive
Officer) of the above named entity and
* Director of Stone & Webster, Inc., the sole
---------------------------------- member of the above named entity
Richard F. Gill
Executive Vice President
and Treasurer (Principal
Financial and Accounting
Officer) of the above
named entity and
Director of Stone & Webster, Inc.,
* the sole member of the
---------------------------------- above named entity
Robert L. Belk
* By: /s/ GARY P. GRAPHIA
---------------------------------
Gary P. Graphia,
Attorney-in fact
II-51
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Baton Rouge, State of
Louisiana on May 21, 2003.
WHIPPANY VENTURE I, L.L.C.
By: *
-----------------------------------------
Name: William P. Lynott
Title: President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert L. Belk and Gary P. Graphia, and
each of them (with full power to each of them to act alone), his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign on
his behalf individually and in each capacity stated below any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents and either of the, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on May 21, 2003.
SIGNATURE CAPACITY
--------- --------
* President (Principal Executive Officer) of the
---------------------------------- above named entity
William P. Lynott
* Treasurer (Principal Financial and Accounting
---------------------------------- Officer) of the above named entity
Steve Betts
* Director of The LandBank Group, Inc., the sole
---------------------------------- member of LandBank Properties, L.L.C., the sole
T. A. Barfield, Jr. member of the above named entity
Director of The LandBank Group, Inc., the sole
* member of LandBank Properties, L.L.C., the sole
---------------------------------- member of the above named entity
Daniel J. Shapiro
Director of The LandBank Group, Inc., the sole
* member of LandBank Properties, L.L.C., the sole
---------------------------------- member of the above named entity
Dirk J. Wild
* By: /s/ GARY P. GRAPHIA
---------------------------------
Gary P. Graphia,
Attorney-in fact
II-52
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Baton Rouge, State of
Louisiana on May 21, 2003.
ENVIROGEN, INC.
MWR, INC.
By: /s/ T.A. BARFIELD, JR.
-----------------------------------------
Name: T.A. Barfield, Jr.
Title: President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert L. Belk and Gary P. Graphia, and
each of them (with full power to each of them to act alone), his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign on
his behalf individually and in each capacity stated below any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents and either of the, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on May 21, 2003.
SIGNATURE CAPACITY
--------- --------
/s/ T. A. BARFIELD, JR. President and Director
---------------------------------- (Principal Executive Officer)
T. A. Barfield, Jr.
/s/ ROBERT L. BELK Executive Vice President and Treasurer
---------------------------------- (Principal Financial and Accounting Officer)
Robert L. Belk
/s/ GARY P. GRAPHIA Director
----------------------------------
Gary P. Graphia
II-53
INDEX TO EXHIBITS
3.1 Composite of the Restatement of the Articles of Incorporation of The
Shaw Group Inc., as amended by (i) Articles of Amendment dated January
22, 2001 and (ii) Articles of Amendment dated July 31, 2001
(incorporated by reference to the designated Exhibit to the Company's
Annual Report on Form 10-K for the fiscal year ended August 31, 2001).
3.2 Articles of Amendment of the Restatement of the Articles of
Incorporation of The Shaw Group Inc. dated January 22, 2001
(incorporated by reference to the designated Exhibit to the Company's
Quarterly Report on Form 10-Q for the quarter ended February 28, 2001).
3.3 Articles of Amendment to Restatement of the Articles of Incorporation
of The Shaw Group Inc. dated July 31, 2001 (incorporated by reference
to the designated Exhibit to The Shaw Group Inc.'s Registration
Statement on Form 8-A filed on July 30, 2001).
3.4 Amended and Restated By-Laws of The Shaw Group Inc. dated December 8,
1993 (incorporated by reference to the designated Exhibit to The Shaw
Group Inc.'s Annual Report on Form 10-K for the fiscal year ended
August 31, 1994, as amended).
4.1 Specimen Common Stock Certificate (incorporated by reference to the
designated Exhibit to the Company's Registration Statement on Form S-1
filed on October 22, 1993, as amended (No. 33-70722)).
4.2 Indenture dated as of May 1, 2001, between The Shaw Group Inc. and
United States Trust Company of New York including Form of Liquid Yield
Option(TM) Note Due 2021 (Zero Coupon-Senior) (Exhibits A-1 and A-2)
(incorporated herein by reference to the designated Exhibit to the
Company's Current Report on Form 8-K filed on May 11, 2001).
4.3 Rights Agreement, dated as of July 9, 2001, between The Shaw Group Inc.
and First Union National Bank, as Rights Agent, including the Form of
Articles of Amendment to the Restatement of the Articles of
Incorporation of the Company as Exhibit A, the form of Rights
Certificate as Exhibit B and the form of the Summary of Rights to
Purchase Preferred Shares as Exhibit C (incorporated by reference to
the designated Exhibit to the Company's Registration Statement on Form
8-A filed on July 30, 2001).
4.4 Indenture dated as of March 17, 2003, by and among The Shaw Group Inc.,
the Subsidiary Guarantors party thereto, and The Bank of New York, as
trustee (incorporated by reference to the designated Exhibit to the
Company's Quarterly Report on Form 10-Q for the quarter ended February
28, 2003).
4.5 Registration Rights Agreement dated as of March 17, 2003, by and among
The Shaw Group Inc. and Credit Suisse First Boston LLC, UBS Warburg
LLC, BMO Nesbit Burns Corp., Credit Lyonnais Securities (USA) Inc., BNP
Paribas Securities Corp. and U.S. Bancorp Piper Jaffray Inc.
(incorporated by reference to the designated Exhibit to the Company's
Quarterly Report on Form 10-Q for the quarter ended February 28, 2003).
4.6 Form of 10-3/4% Senior Note Due 2010 (Included as Exhibit I to the
Indenture incorporated by reference as Exhibit 4.4 hereto).
5.1* Opinion of Vinson & Elkins L.L.P. regarding the validity of the
securities being registered.
5.2* Opinion of Kantrow, Spaht, Weaver & Blitzer (A Professional Law
Corporation) regarding the validity of the securities being registered.
10.1 The Shaw Group Inc. 1993 Employee Stock Option Plan, amended and
restated through October 8, 2001 (incorporated by reference to the
designated Exhibit to the Company's Annual Report on Form 10-K for the
fiscal year ended August 31, 2001).
10.2 The Shaw Group Inc. 1996 Non-Employee Director Stock Option Plan,
amended and restated through October 8, 2001 (incorporated by reference
to the designated Exhibit to the Company's Annual Report on Form 10-K
for the fiscal year ended August 31, 2001).
10.3 The Shaw Group Inc. 2001 Employee Incentive Compensation Plan, amended
and restated through October 8, 2001 (incorporated by reference to the
designated Exhibit to the Company's Annual Report on Form 10-K for the
fiscal year ended August 31, 2001).
10.4 The Shaw Group Inc. Stone & Webster Acquisition Stock Option Plan
(incorporated by reference to the to the Company's Registration
Statement on Form S-8 filed on June 12, 2001 (No 333-62856)).
10.5 Second Amended and Restated Credit Agreement dated as of February 28,
2002, among The Shaw Group Inc. Bank One, NA, Firstar Bank, N.A.,
Credit Lyonnais New York Branch and Union Planters Bank, N.A.
(incorporated by reference to the designated Exhibit of the Company's
Quarterly Report on Form 10-Q for the quarter ended February 28, 2002).
10.6 Employment Agreement dated as of April 10, 2001, by and between The
Shaw Group Inc. and J.M. Bernhard, Jr. (incorporated by reference to
the designated Exhibit to the Company's Annual Report on From 10-K for
the fiscal year ended August 31, 2001).
10.7 Employment Agreement dated as of May 5, 2000, by and between The Shaw
Group Inc. and Richard F. Gill and amended January 10,
2001(incorporated by reference to the designated Exhibit to the
Company's Annual Report on Form 10-K for the fiscal year ended August
31, 2001).
10.8 Employment Agreement dated as of May 1, 2000, by and between The Shaw
Group Inc. and Robert L. Belk (incorporated by reference to the
designated Exhibit to the Company's Annual Report on Form 10-K for the
fiscal year ended August 31, 2000).
10.9 Employment Agreement dated as of July 10, 2002, by and between The Shaw
Group Inc. and T. A. Barfield, Jr. (incorporated by reference to the
designated Exhibit to the Company's Annual Report on Form 10-K for the
fiscal year ended August 31, 2002).
10.10 Asset Purchase Agreement, dated as of July 14, 2000, among Stone &
Webster, Incorporated, certain subsidiaries of Stone & Webster,
Incorporated and The Shaw Group Inc. (incorporated by reference to the
designated Exhibit to the Company's Current Report on Form 8-K filed on
July 28, 2000).
10.11 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. (incorporated
herein by reference to designated Exhibit to the Company's Current
Report on Form 8-K filed with the Securities and Exchange Commission on
May 16, 2002). 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.
10.12 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. (incorporated herein by reference to the
designated Exhibit to the Company's Current Report on Form 8-K filed
with the Securities and Exchange Commission on May 16, 2002). Pursuant
to Item 601(b)(2) of Regulation S-K, the exhibits and schedules
referred to in Amendment No. 3 are omitted. The Registrant hereby
undertakes to furnish supplementally a copy of any omitted schedule or
exhibit to the Commission upon request.
10.13 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. (incorporated herein by reference to the
designated Exhibit to the Company's Current Report on Form 8-K filed
with the Securities and Exchange Commission on May 16, 2002.)
10.14 Third Amended and Restated Credit Agreement, dated as of March 17,
2003, by and among The Shaw Group Inc., as borrower, Credit Lyonnais
New York Branch, as a joint arranger and sole book runner, Credit
Suisse First Boston, as joint arranger, Harris Trust and Savings Bank
and BNP Paribas co-syndication agents, U.S. Bank National Association,
as documentation agent, and the other lenders signatory thereto.
(incorporated herein by reference to Exhibit 99.1 to the Company's
Current Report on Form 8-K filed with the Securities and Exchange
Commission on March 19, 2003).
12.1 Computation of Ratios of Earnings and Fixed Charges (incorporated
herein by reference to the designated Exhibit to the Company's Annual
Report on Form 10-K for the fiscal year ended August 31, 2002.)
21.1 Subsidiaries of Shaw (incorporated herein by reference to the
designated Exhibit to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 2002).
23.1* Consent of Ernst & Young LLP.
23.6* Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1).
23.7* Consent of Kantrow, Spaht, Weaver & Blitzer (A Professional Law
Corporation) (included in Exhibit 5.2).
24.1* Powers of Attorney (included in the signature pages of this
Registration Statement).
25.1 Statement of Eligibility on Form T-1 of The Bank of New York (filed
herewith).
- ----------
* Previously filed.