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
September 5, 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 of (Commission (IRS Employer
Incorporation) File Number) Identification No.)
45 Milk Street, Boston, Massachusetts 02109
---------------------------------------------------------------
(Address of principal executive offices) (zip code)
(617) 778-7369
---------------------------------------------------------------------------
(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 September 3, 2003, the Company and Stone & Webster Engineers and
Constructors, Inc., a Subsidiary of the Company ("SWE&C"), and certain of their
respective Debtor Subsidiaries, filed with the Bankruptcy Court modified
versions of: (i) the Third Amended Joint Plan of Reorganization (the "Amended
Plan") of the Debtors, supported and co-proposed by the Official Committee of
Unsecured Creditors, Federal Insurance Company, Maine Yankee Atomic Power
Company, and the Official Committee of Equity Security Holders, 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. On September 5, 2003, the Bankruptcy Court entered an order (the
"Order"), among other things, approving the Amended Disclosure Statement as
containing adequate information as such term is defined in Section 1125 of the
Bankruptcy Code and authorizing the solicitation of votes from creditors in
favor of the Amended Plan, which is expected to begin in early to
mid-September.
Copies of the Order, the Amended Plan, the Amended Disclosure
Statement and a press release issued by the Company and SWE&C on September 5,
2003 are attached hereto as Exhibits 99.1, 99.2, 99.3 and 99.4, respectively,
and are incorporated by reference herein. In addition, copies of the Order, the
Amended Plan and the Amended Disclosure Statement may be viewed at the
Bankruptcy Court's web site at www.deb.uscourts.gov and copies of the Order,
the Amended Plan, the Amended Disclosure Statement and the press release may be
viewed at 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, the Amended Disclosure Statement and the press release 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
bankruptcy process 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 Order of the United States Bankruptcy Court for the District
of Delaware, dated September 4, 2003: (i) approving
Disclosure Statement; (ii) Record Date, Voting Deadline and
Procedures for Temporary Allowance of Certain Claims; (iii)
Procedures for Filing Objections to Plan; and (iv)
Solicitation Procedures for Confirmation.
99.2 Third Amended Joint Plan of Reorganization of Stone &
Webster, Incorporated and certain of its direct and indirect
subsidiaries, as filed with the United States Bankruptcy
Court for the District of Delaware on September 3, 2003.
99.3 Disclosure Statement with respect to the Third Amended Joint
Plan of Stone & Webster, Incorporated and certain of its
direct and indirect subsidiaries, as filed with the United
States Bankruptcy Court for the District of Delaware on
September 3, 2003.
99.4 Press release issued on September 5, 2003 regarding the Third
Amended Joint Plan of Reorganization.
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
--------------------------------
Name: James P. Carroll
Title: President and Chief
Restructuring Officer
Date: September 9, 2003
INDEX TO EXHIBITS
Number Description
99.1 Order of the United States Bankruptcy Court for the District
of Delaware, dated September 4, 2003: (i) approving
Disclosure Statement; (ii) Record Date, Voting Deadline and
Procedures for Temporary Allowance of Certain Claims; (iii)
Procedures for Filing Objections to Plan; and (iv)
Solicitation Procedures for Confirmation.
99.2 Third Amended Joint Plan of Reorganization of Stone &
Webster, Incorporated and certain of its direct and indirect
subsidiaries, as filed with the United States Bankruptcy
Court for the District of Delaware on September 3, 2003.
99.3 Disclosure Statement with respect to the Third Amended Joint
Plan of Stone & Webster, Incorporated and certain of its
direct and indirect subsidiaries, as filed with the United
States Bankruptcy Court for the District of Delaware on
September 3, 2003.
99.4 Press release issued on September 5, 2003 regarding the Third
Amended Joint Plan of Reorganization.