SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
April 22, 2003
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Date of report (Date of earliest event reported)
STONE & WEBSTER, INCORPORATED
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-1228 13-5416910
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(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
45 Milk Street, Boston, Massachusetts 02109
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(Address of principal executive offices) (zip code)
(617) 778-7333
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(Registrant's telephone number, including area code)
245 Summer Street, Boston Massachusetts 02210
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(Former Name or Former Address, if Changed Since Last Report)
Item 9. Regulation FD Disclosure.
As previously reported to the Securities and Exchange Commission, on
June 2, 2000, Stone & Webster, Incorporated (the "Company"), and certain of
its direct and indirect subsidiaries and affiliates (the "Subsidiaries", and
together with the Company, the "Debtors"), each filed voluntary petitions for
relief under chapter 11 of title 11 of the United States Code 11 U.S.C. ss.ss.
101-1330 (the "Bankruptcy Code"). The filings were made in the United States
Bankruptcy Court for the District of Delaware (the "Bankruptcy Court").
On April 22, 2003, the Debtors filed with the Bankruptcy Court (i)
the Amended Joint Plan of Reorganization (the "Plan"), supported and
co-proposed by the Official Committee of Unsecured Creditors and Federal
Insurance Company, which sets forth how claims against and interests in the
Debtors will be treated and (ii) the related Disclosure Statement (the
"Disclosure Statement") which describes the Debtors' history, significant
events occurring in the Debtors' Chapter 11 cases and a summary and analysis
of the Plan. The Debtors have requested that the Bankruptcy Court approve the
Disclosure Statement as containing adequate information as such term is
defined in Section 1125 of the Bankruptcy Code and to permit the solicitation
of votes from creditors on whether to accept the Plan. The Disclosure
Statement must be approved by the Bankruptcy Court before it can be sent to
creditors for their consideration.
A copy of the Plan and the Disclosure Statement are attached hereto
as Exhibits 99.1 and 99.2, respectively, and incorporated by reference herein.
In addition, on April 22, 2003 the Official Committee of Equity
Holders submitted a Plan of Reorganization (the "Equity Plan") and Disclosure
Statement (the "Equity Disclosure Statement") to the Bankruptcy Court, to
represent the interests of the holders of the Company's common stock.
A copy of the Equity Plan and the Equity Disclosure Statement are
attached hereto as Exhibits 99.3 and 99.4, respectively, and incorporated by
reference herein.
This Current Report on Form 8-K (including the exhibits hereto) will
not be deemed an admission as to the materiality of any information required
to be disclosed solely to satisfy the requirements of Regulation FD. The Plan
and the Disclosure Statement filed as exhibits hereto may contain certain
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. The Debtors assume no obligations to update or
revise any such forward- looking statements. Such statements could be subject
to risk and uncertainty that exist in the operations of the Debtors that could
render actual outcomes and results materially different from those predicted.
These risks and uncertainties include, without limitation, risks and
uncertainties disclosed in the Company's filings with the Securities and
Exchange Commission as well as the Debtors' inability to confirm and implement
the Plan.
Item 7(c). Financial Statements and Exhibits.
(c) Exhibits:
Number Description
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99.1 Amended Joint Plan of Reorganization of Stone & Webster,
Incorporated and certain of its direct and indirect
subsidiaries
99.2 Disclosure Statement of Stone & Webster, Incorporated and
certain of its direct and indirect subsidiaries
99.3 Third Amended and Restated Plan of Liquidation of the
Official Committee of Equity Holders of Stone & Webster,
Incorporated
99.4 Disclosure Statement with Respect to Third Amended and
Restated Plan of Liquidation of the Official Committee of
Equity Holders of Stone & Webster, Incorporated
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.
STONE & WEBSTER, INCORPORATED
By: /s/James P. Carroll
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Name: James P. Carroll
Title: President and
Chief Restructuring Officer
Date: May 2, 2003
INDEX TO EXHIBITS
Number Description
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99.1 Amended Joint Plan of Reorganization of Stone & Webster,
Incorporated and certain of its direct and indirect
subsidiaries
99.2 Disclosure Statement of Stone & Webster, Incorporated and
certain of its direct and indirect subsidiaries
99.3 Third Amended and Restated Plan of Liquidation of the Official
Committee of Equity Holders of Stone & Webster, Incorporated
99.4 Disclosure Statement with Respect to Third Amended and
Restated Plan of Liquidation of the Official Committee of
Equity Holders of Stone & Webster, Incorporated