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
January 16, 2004
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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 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)
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(Former Name or Former Address, if Changed Since Last Report)
Item 3.
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 August 12, 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: (i) the
Third Amended Joint Plan of Reorganization (the "Final Plan"), 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 Final (the "Final Disclosure Statement") which
describes the Debtors' history, significant events occurring in the Debtors'
chapter 11 cases and a summary and analysis of the Final Plan.
On September 4, 2003, the Bankruptcy Court entered an order approving
the Final Disclosure Statement. A copy of the Final Disclosure Statement was
previously filed as an exhibit to the Company's Current Report on Form 8-K
filed with the SEC on September 10, 2003 and is incorporated herein by
reference as Exhibit 99.1 hereto.
The Final Disclosure Statement provided holders of claims or
interests with information to make an informed judgment about the Final Plan.
The Final Disclosure Statement sets forth, among other things, the terms of
the Final Plan, proposed distributions that would be made to the Debtors'
stakeholders under the Final Plan, certain effects of confirmation of the
Final Plan, and various risk factors associated with the Final Plan and
confirmation thereof. It also contains information regarding, among other
matters, significant events that occurred during the Debtors' bankruptcy
proceedings, the anticipated organization and operation of the Company as
reorganized upon the effectiveness of the Final Plan, as well as the
confirmation process and the voting procedures for holders of claims and/or
interests.
On January 16, 2004, the Court entering its Findings of Fact and
Conclusions of Law Relating to, and Order under 11 U.S.C. ss.1129 Confirming,
Third Amended Joint Plan of Reorganization of the Debtors-in-Possession and
the Official Committee of Unsecured Creditors, Federal Insurance Company,
Maine Yankee Atomic Power Company, and the Official Committee of Equity
Security Holders for the Debtors (the "Confirmation Order") confirming the
Final Plan. The Final Plan became effective on January 27, 2004 (the
"Effective Date") pursuant to its terms. A copy of the Final Plan, as
confirmed, was previously filed as an exhibit to the Company's Current Report
on Form 8-K filed with the SEC on September 10, 2003 and is incorporated
herein by reference as Exhibit 99.2 hereto. A copy of the Confirmation Order
is attached hereto as Exhibit 99.3 and is incorporated herein by reference.
The following description of certain material terms of the Final Plan
is subject to, and qualified in its entirety by, reference to the detailed
provisions of the Final Plan. As promptly as practicable after the Effective
Date of the Final Plan and at certain times thereafter, the Debtors make
distributions in respect of certain classes of claims as provided in the Final
Plan. The Final Plan also provides for payment of certain expenses related to
the Debtors' operation during the pendency of the Debtors' bankruptcy
proceedings. [Capitalized terms used herein and not defined have the
respective meanings ascribed to such terms in the Final Plan.]
Under the Final Plan, on or about the Effective Date, the Company:
o The estates of the Company and its Debtor Subsidiaries (the
"SWINC Subsidiaries") were substantively consolidated to
become the Consolidated SWINC Estate and (ii) the estates
of SWE&C and its Debtor Subsidiaries (the "SWE&C
Subsidiaries") were substantively consolidated to become
the Consolidated SWE&C Estate. Distributions on account of
claims against and interests in the Company and the SWINC
Subsidiaries will depend only on the consolidated assets and
liabilities of the Consolidated SWINC Estate. Similarly,
distributions on account of claims against SWE&C and the
SWE&C Subsidiaries will depend only on the consolidated
assets and liabilities of the Consolidated SWE&C Estate.
o The Company continued to exist and emerged from bankruptcy
as Reorganized SWINC, Inc., a Delaware corporation
("Reorganized SWINC"), in accordance with the laws of the
State of Delaware and pursuant to the certificate of
incorporation and by-laws of the Company in effect prior to
the Effective Date, as amended and restated pursuant to and
in accordance with the Plan.
o The SWE&C Liquidating Trust was created to resolve and pay
claims against the Consolidated SWE&C Estate.
o All of the issued and outstanding common stock, par value
$1.00 per share, of the Company, as of the Effective Date
was cancelled and retired and ceased to exist.
o Reorganized SWINC created and issued three new series of
securities: one share of Series A Participating Preferred
Stock was issued to the Consolidated SWINC Estate to be held
for the benefit of holders of allowed claims and interests
in the Consolidated SWINC Estate in accordance with the
terms of the Plan and the SWINC Plan Administrator
Agreement; (ii) one share of Series B Participating
Preferred Stock was issued to the SWE&C Liquidating Trustee
to be held for the benefit of holders of allowed claims and
interests in the Consolidated SWE&C Estate in accordance
with the terms of the Plan and the SWE&C Liquidating Trust
Agreement and (iii) and 100 shares of Common Stock, par
value $.01 per share, were issued to the SWE&C Liquidating
Trustee.
o A trust was also created to resolve and pay certain
asbestos-related tort claims.
A statement of the assets and liabilities of the Debtors can be found
in the Final Disclosure Statement.
Item 7(c). Financial Statements and Exhibits.
(c) Exhibits:
Number Description
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99.1 Disclosure Statement with respect to the Third Amended Joint
Plan of Reorganization of the Debtors in Possession, the
Official Committee of Unsecured Creditors, Federal Insurance
Company, Maine Yankee Atomic Power Company, and the Official
Committee of Equity Security Holders with Respect to (i)
Stone & Webster, Incorporated and Certain of its
Subsidiaries And Affiliates and (ii) Stone & Webster
Engineers and Constructors, Inc. and Certain of its
Subsidiaries and Affiliates (as confirmed on January 16,
2004, by the United States Bankruptcy Court for the District
of Delaware, Case No. 00-2142 (PJW) (incorporated by
reference to Exhibit 99.3 to the Company's Current Report on
Form 8-K filed with the Securities and Exchange Commission
on September 9, 2003).
99.2 Third Amended Joint Plan of Reorganization of the Debtors in
Possession, the Official Committee of Unsecured Creditors,
Federal Insurance Company, Maine Yankee Atomic Power
Company, and the Official Committee of Equity Security
Holders with Respect to (i) Stone & Webster, Incorporated
and Certain of its Subsidiaries And Affiliates and (ii)
Stone & Webster Engineers and Constructors, Inc. and Certain
of its Subsidiaries and Affiliates (as confirmed on January
16, 2004 by the United States Bankruptcy Court for the
District of Delaware, Case No. 00-2142 (PJW)) (incorporated
by reference to Exhibit 99.2 to the Company's Current Report
on Form 8-K filed with the Securities and Exchange
Commission on September 9, 2003).
99.3 Findings of Fact and Conclusions of Law Relating to, and
Order under 11 U.S.C. ss. 1129 Confirming, Third Amended
Joint Plan of Reorganization of the Debtors-in-Possession
and the Official Committee of Unsecured Creditors, Federal
Insurance Company, Maine Yankee Atomic Power Company, and
the Official Committee of Equity Security Holders for (i)
Stone & Webster, Incorporated and Certain of its
Subsidiaries and Affiliates and (ii) Stone & Webster
Engineers & Constructors, Inc. and Certain of its
Subsidiaries and Affiliates, dated January 16, 2004
(exhibits omitted).
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. Carrol
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James P. Carroll
President and Chief Restructuring
Officer
Date: February 2, 2004
INDEX TO EXHIBITS
Number Description
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99.1 Disclosure Statement with respect to the Third Amended Joint
Plan of Reorganization of the Debtors in Possession, the
Official Committee of Unsecured Creditors, Federal Insurance
Company, Maine Yankee Atomic Power Company, and the Official
Committee of Equity Security Holders with Respect to (i)
Stone & Webster, Incorporated and Certain of its
Subsidiaries And Affiliates and (ii) Stone & Webster
Engineers and Constructors, Inc. and Certain of its
Subsidiaries and Affiliates (as confirmed on January 16,
2004, by the United States Bankruptcy Court for the District
of Delaware, Case No. 00-2142 (PJW) (incorporated by
reference to Exhibit 99.3 to the Company's Current Report on
Form 8-K filed with the Securities and Exchange Commission
on September 9, 2003).
99.2 Third Amended Joint Plan of Reorganization of the Debtors in
Possession, the Official Committee of Unsecured Creditors,
Federal Insurance Company, Maine Yankee Atomic Power
Company, and the Official Committee of Equity Security
Holders with Respect to (i) Stone & Webster, Incorporated
and Certain of its Subsidiaries And Affiliates and (ii)
Stone & Webster Engineers and Constructors, Inc. and Certain
of its Subsidiaries and Affiliates (as confirmed on January
16, 2004 by the United States Bankruptcy Court for the
District of Delaware, Case No. 00-2142 (PJW)) (incorporated
by reference to Exhibit 99.2 to the Company's Current Report
on Form 8-K filed with the Securities and Exchange
Commission on September 9, 2003).
99.3 Findings of Fact and Conclusions of Law Relating to, and
Order under 11 U.S.C. ss. 1129 Confirming, Third Amended
Joint Plan of Reorganization of the Debtors-in-Possession
and the Official Committee of Unsecured Creditors, Federal
Insurance Company, Maine Yankee Atomic Power Company, and
the Official Committee of Equity Security Holders for (i)
Stone & Webster, Incorporated and Certain of its
Subsidiaries and Affiliates and (ii) Stone & Webster
Engineers & Constructors, Inc. and Certain of its
Subsidiaries and Affiliates, dated January 16, 2004
(exhibits omitted).