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
JUNE 26, 2003
______________________________________________________
Date of report (Date of earliest event reported)
STONE & WEBSTER, INCORPORATED
______________________________________________________
(Exact Name of Registrant as Specified in Charter)
DELAWARE 1-1228 13-5416910
___________________________ _________________ ___________________
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
45 MILK STREET, BOSTON, MASSACHUSETTS 02109
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(Address of principal executive offices) (zip code)
(617) 778-7369
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(Registrant's telephone number, including area code)
______________________________________________________
(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 June 26, 2003, the Company filed with the Bankruptcy Court: (i)
the Second Amended Joint Plan of Reorganization (the "Amended 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 with
respect to the Amended Plan (the "Amended 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 Amended 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 Amended Disclosure Statement must be approved
by the Bankruptcy Court before it can be sent to creditors for their
consideration.
A copy of the Amended Plan and the Amended Disclosure Statement
are attached hereto as Exhibits 99.1 and 99.2, respectively, and incorporated
by reference herein. In addition, a copy of the Amended Plan and the Amended
Disclosure Statement may be viewed at the Bankruptcy Court's web site at
www.deb.uscourts.gov or the Company's web site at www.stonewebinc.com.
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 Amended Plan and the Amended 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.
ITEM 7(c). FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits:
Number Description
------ -----------
99.1 Second Amended Joint Plan of Reorganization of Stone &
Webster, Incorporated and certain of its direct and indirect
subsidiaries
99.2 Disclosure Statement with respect to the Second Amended Joint
Plan of Stone & Webster, Incorporated and certain of its
direct and indirect subsidiaries
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/ Patrick J. Connolly
-------------------------------
Name: Patrick J. Connolly
Title: Secretary
Date: July 9, 2003
INDEX TO EXHIBITS
Number Description
------ -----------
99.1 Second Amended Joint Plan of Reorganization of Stone &
Webster, Incorporated and certain of its direct and indirect
subsidiaries
99.2 Disclosure Statement with respect to the Second Amended Joint
Plan of Stone & Webster, Incorporated and certain of its
direct and indirect subsidiaries