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UNITED STATES
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
Date of Report (Date of earliest event reported): January 26, 2004
FOSTER WHEELER LTD.
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(Exact Name of Registrant as Specified in Its Charter)
Bermuda 001-31305 22-3802649
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(State or Other (Commission File Number) (IRS Employer
Jurisdiction of Identification No.)
Incorporation)
Perryville Corporate Park, Clinton, New Jersey 08809-4000
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(Address of Principal Executive Offices) (Zip Code)
(908) 730-4000
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(Registrant's Telephone Number, Including Area Code)
Not applicable
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(Former Name or Former Address, if Changed Since Last Report)
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TABLE OF CONTENTS
Item 5. Other Events.
On January 26, 2004, certain subsidiaries of Foster Wheeler Ltd.
executed financing and security agreements which appear as Exhibits 99.1 through
99.6 hereto.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements:
None.
(b) Pro Forma Financial Information:
None.
(c) Exhibits:
99.1 Financing Agreement, dated as of January 26, 2004,
between by and among the parties therein referred to
as Borrowers, the parties therein referred to as
Guarantors, the other parties named therein, the
financial institutions from time to time party
thereto referred to therein as Lenders, Saberasu
Japan Investments II B.V., as collateral agent for
the Lenders, and Saberasu Japan Investments II B.V.,
as administrative agent for the Lenders.
99.2 Deed of Charge, dated as of January 26, 2004, between
Foster Wheeler (QLD) Pty Limited and Saberasu Japan
Investments II B.V.
99.3 Deed of Charge, dated as of January 26, 2004, between
Foster Wheeler (QLD) Pty Limited and Saberasu Japan
Investments II B.V.
99.4 Security Agreement, dated as of January 26, 2004,
between the companies identified therein in Schedule
1 and Saberasu Japan Investments II B.V.
99.5 Cession, dated as of January 26, 2004, between Foster
Wheeler South Africa (Proprietary) Limited and
Saberasu Japan Investments II B.V.
99.6 Standard Security Agreement, dated as of January 26,
2004, between Foster Wheeler Energy Limited and
Saberasu Japan Investments II B.V.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
FOSTER WHEELER LTD.
DATE: January 28, 2004 By: /s/ Lisa Fries Gardner
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Lisa Fries Gardner
Vice President and Secretary
EXHIBIT INDEX
Exhibit
Number Description
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99.1 Financing Agreement, dated as of January 26, 2004, between by and among
the parties therein referred to as Borrowers, the parties therein
referred to as Guarantors, the other parties named therein, the
financial institutions from time to time party thereto referred to
therein as Lenders, Saberasu Japan Investments II B.V., as collateral
agent for the Lenders, and Saberasu Japan Investments II B.V, as
administrative agent for the Lenders.
99.2 Deed of Charge, dated as of January 26, 2004, between Foster Wheeler
(QLD) Pty Limited and Saberasu Japan Investments II B.V.
99.3 Deed of Charge, dated as of January 26, 2004, between Foster Wheeler
(QLD) Pty Limited and Saberasu Japan Investments II B.V.
99.4 Security Agreement, dated as of January 26, 2004, between the companies
identified therein in Schedule 1 and Saberasu Japan Investments II B.V.
99.5 Cession, dated as of January 26, 2004, between Foster Wheeler South
Africa (Proprietary) Limited and Saberasu Japan Investments II B.V.
99.6 Standard Security Agreement, dated as of January 26, 2004, between
Foster Wheeler Energy Limited and Saberasu Japan Investments II B.V.