UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report
June 26, 2002
THE SHAW GROUP INC.
(Exact name of registrant as specified in its charter)
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Louisiana 0-22992 72-1106167
(State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.)
incorporation)
4171 Essen Lane, Baton Rouge, Louisiana 70809
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (225) 932-2500
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8545 United Plaza Boulevard, Baton Rouge, Louisiana 70809
(Former name or former address, if changed since last report)
Item 4. Changes in Registrant's Certifying Accountant.
On June 26, 2002, The Shaw Group Inc., a Louisiana corporation, ("Shaw"),
dismissed Arthur Anderson LLP ("Arthur Andersen") as its independent auditors,
and engaged Ernst & Young LLP ("Ernst & Young") to serve as its independent
auditors for the fiscal year ending August 31, 2002. The Arthur Andersen
dismissal and the Ernst & Young engagement were recommended by Shaw's Audit
Committee and approved by Shaw's Board of Directors and are effective
immediately.
Arthur Andersen's reports on Shaw's consolidated financial statements for each
of the past two fiscal years did not contain an adverse opinion or disclaimer of
opinion, nor were such reports qualified or modified as to uncertainty, audit
scope or accounting principles.
During the two most recent fiscal years and through the date of this report,
there were (i) no disagreements with Arthur Andersen on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedure, which disagreement(s), if not resolved to Arthur Andersen's
satisfaction would have caused Arthur Andersen to make a reference to the
subject matter of the disagreement(s) in connection with Arthur Andersen's
report; (ii) no reportable events as defined in Item 304(a)(1)(v) of Regulation
S-K, except for notification from Arthur Andersen in connection with the audit
of the Company's August 31, 2000 financial statements that the accounting system
of Stone & Webster, Incorporated ("Stone & Webster") contained certain material
weaknesses in internal accounting controls. Shaw completed its acquisition of
substantially all of the assets and liabilities of Stone & Webster in a
bankruptcy proceeding on July 14, 2000, and eliminated the weaknesses during
fiscal 2001. As a result thereof, Arthur Andersen did not include these matters
in its management letter for the audit for the fiscal year ended August 31,
2001.
Shaw has provided Arthur Andersen with a copy of the foregoing disclosures.
Attached as Exhibit 16 is a copy of Arthur Andersen's letter, dated June 26,
2002, stating that it has found no basis for disagreement with such statements.
During each of the two most recent fiscal years and through the date of this
report, Shaw did not consult Ernst & Young with respect to the application of
accounting principles to a specified transaction, wither completed or proposed,
or the type of audit opinion that might be rendered on Shaw's consolidated
financial statements, or any other matters or reportable events as set forth in
Items 304(a)(2)(I) and (ii) of Regulation S-K.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits. The following exhibits are filed with this report.
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<Caption>
Exhibit Number Description
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16 Letter from Arthur Andersen LLP dated June 26, 2002, addressed
to The Securities and Exchange Commission.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE SHAW GROUP INC.
(Registrant)
Date: June 26, 2002 By: /s/ Robert L. Belk
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Robert L. Belk, Executive Vice President
and Chief Financial Officer
THE SHAW GROUP INC.
EXHIBIT INDEX
Form 8-K
June 26, 2002
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<Caption>
EXHIBIT
NUMBER DESCRIPTION PAGE NO.
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16 Letter from Arthur Andersen LLP dated June 26, 2002, addressed
to The Securities and Exchange Commission.
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