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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
INFORMATION STATEMENT
PURSUANT TO RULES 13D-1 AND 13D-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
NAME OF ISSUER: Stone & Webster Incorporated
TITLE OF CLASS OF SECURITIES: New Common Stock, Par Value $0.01
Per Share
CUSIP NO. 861572105
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(1) NAME OF REPORTING PERSON:
The Chase Manhattan Corporation SS# 13-2624428
for Stone and Webster Supplemental Retirement Plan
(the "Plan") and Trust Created Pursuant Thereto SS# 13-5416910
Administered by The Chase Manhattan Bank - CMB SS# 13-4494650
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS: 13-2633613
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) |_|
(B) |_|
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH:
(5) SOLE VOTING POWER: 0 Common Shares
(6) SHARED VOTING POWER: 2,565,106 Common Shares
(7) SOLE DISPOSITIVE POWER: 0 Common Shares
(8) SHARED DISPOSITIVE POWER: 2,565,106 Common Shares
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
2,565,106 Common Shares
(10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
0 Common Shares
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
20.00%
(12) TYPE OF REPORTING PERSON: HC
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
FEE BEING PAID: No
ITEM 1 (a) NAME OF ISSUER: Stone & Webster Incorporated
ITEM 1 (b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
245 Summer Street
Boston, MA 02210
ITEM 2 (a) NAME OF PERSON FILING:
The Chase Manhattan Corporation ("CMC"),
its wholly owned subsidiary, The Chase
Manhattan Bank, ("Chase") and Stone & Webster
Supplemental Retirement Plan (the "Plan")
and Trust Created Pursuant Thereto
(collectively, the "Filing Persons")
ITEM 2 (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE:
The Chase Manhattan Corporation
270 Park Avenue
New York, NY 10022
Attention: Anthony J. Horan
Corporate Secretary
The Chase Manhattan Bank
Global Investor Services
770 Broadway - 10th Floor
New York, NY 10011
Attention: Jay H. Berkowitz, Vice President
McDonnell Douglas Master Savings Trust
c/o The Chase Manhattan Bank, Master Trustee
770 Broadway - 10th Floor
New York, NY 10011
Attention: Jay H. Berkowitz, Vice President
ITEM 2 (c) CITIZENSHIP:
CMC is a corporation organized under the laws of the
State of Delaware.
Chase is a state banking association organized under
the laws of the state of New York.
The Plan is governed under the laws of the State
of New York, to the extent not pre-empted by the
Employee Retirement Income Security Act of 1974,
as amended ("ERISA").
ITEM 2 (d) TITLE OF CLASS OF SECURITIES:
Common Stock, Par Value $0.01 Per Share ("Common Stock")
ITEM 2 (e) CUSIP NO: 861572105
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ITEM 3 If this statement is filed pursuant to Rule 13d-1(b),
or 13d-2(b), check whether the persons filing are:
(a) |_| Broker of Dealer registered under Section 15 of the Act.
(b) |X| Bank as defined in Section 3(a)(6) of the Act.
(c) |_| Insurance company as defined in Section 3(a)(19) of the Act.
(d) |_| Investment Company registered under Section 8 of the Investment
Company Act.
(e) |_| Investment Adviser registered under Section 203 of the Investment
Adviser Act of 1940.
(f) |X| Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of 1974
or Endowment Fund; see Rule 13d-1(b)(1)(ii)(F).
(g) |X| Parent Holding Company, Inc. accordance with Rule
13d-1(b)(1)(ii)(G) (Note: See Item 7).
(h) |_| Group, in accordance with Rule 13d-1(b) (1)(ii)(H).
Item 4. Ownership:
(a) Amount Beneficially Owned:
The Plan and Trust created pursuant thereto beneficially own
2,565,106 shares of Common Stock.
(b) Percent of Class:
CMC beneficially owns approximately 0%.
Chase and the Plan each beneficially own approximately 20.00%.
Number of shares as to which the Filing Persons have:
(i) sole power to vote or to direct the vote:
Chase and CMC have the sole power to vote or to direct
the vote of 0 shares of Common Stock.
(ii) shared power to vote or to direct the vote:
The Plan and Trust created pursuant thereto share the
power to vote or to direct the vote of 2,565,106 shares
of Common Stock.
Chase and CMC share the power to vote or to direct the
vote of 0 shares of Common Stock.
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(iii) sole power to dispose or to direct the disposition of:
Chase and CMC have the sole power to dispose or to direct
the disposition of 0 shares of Common Stock.
(iv) shares power to dispose or to direct the disposition of:
The Plan and Trust created pursuant thereto share the
power to dispose or to direct the disposition of
2,565,106 shares of commons Stock.
Chase and CMC share the power to dispose or to direct the
disposition of 0 shares of Common Stock.
The 2,565,106 shares of Common Stock are held in the trust created
pursuant to the Stone & Webster, Incorporated Supplemental Retirement
Plan Agreement dated October 31, 1990, and as subsequently amended,
between Chase as Master Trustee (the "Master Trustee") and Stone &
Webster, Incorporated, for the benefit of participants in the
Plan (the "Plan").
Except as set forth below, the Master Trustee is obligated, under
the terms of the Trust and the terms of the Plan, to vote, tender
or exchange any Common Stock beneficially owned by the Trust as
directed by the participants in the Plan (the "Participants").
For this purpose, each Participant is a named fiduciary with
respect to all shares of Common Stock as to which such Participant
has the rights of direction with respect to voting, tender, exchange
and any other rights appurtenant to such stock.
Under the terms of the Trust and the terms of the Plan, the Master
Trustee will vote shares of common stock allocated to the accounts
of Participants in accordance with the instructions given by such
Participants. Unallocated shares of common Stock, together with
any allocated shares for which no instructions are received (except
for certain shares of common Stock allocated to Participants'
accounts under the PAYSOP feature of the Plan
(the "PAYSOP Shares")),are voted by the Master Trustee in the same
proportion as the allocated shares of Common Stock for which
instructions are received. PAYSOP Shares for which no instructions
are received are not voted by the Master Trustee.
Pursuant to the terms of the Plan, the administrators of the Plan
may cause the Master Trustee to dispose of shares of Common Stock
under certain limited circumstances.
The actions and duties of the Master Trustee under the terms of the
Trust and the terms of the Plan, including but not limited to the
provisions described above, are subject to the requirements of
ERISA.
Item 5. Ownership of Five Percent or Less of a Class: N/A
Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company:
As to CMC, this Schedule is filed pursuant to Rule 13d-1(b)(iii)(G).
Chase is a wholly owned subsidiary of CMC. Chase is a bank as defined in
Section 3(a)(6) of the Securities Exchange Act of 1934.
Item 8. Identification and classification of Members of the Group: N/A
Item 9. Notice of Dissolution of Group: N/A
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ITEM 10 CERTIFICATION:
BY SIGNING BELOW I CERTIFY THAT, TO THE BEST OF MY KNOWLEDGE AND
BELIEF, THE SECURITIES REFERRED TO ABOVE WERE ACQUIRED IN THE
ORDINARY COURSE OF BUSINESS AND WERE NOT ACQUIRED FOR THE
PURPOSE OF AND DO NOT HAVE THE EFFECT OF CHANGING OR INFLUENCING
THE CONTROL OF THE ISSUER OF SUCH SECURITIES AND WERE NOT ACQUIRED
IN CONNECTION WITH OR AS A PARTICIPANT IN ANY TRANSACTION HAVING SUCH
PURPOSE OR EFFECT.
Exhibits Exhibit 1- Joint Filing Agreement between The Chase Manhattan
Corporation, The Chase Manhattan Bank and the Stone & Webster
Incorporated Supplemental Retirement Plan Created Pursuant thereto.
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief,
the undersigned certify that the information set forth in this statement
is true, complete and correct.
THE CHASE MANHATTAN CORPORATION
Dated: February 12, 1998 By: /s/ Anthony J. Horan
---------------------------
Anthony J. Horan,
Corporate Secretary
THE CHASE MANHATTAN BANK
Dated: February 12, 1998 By: /s/Patricia A. Giangrande
----------------------------
Patricia A. Giangrande
Vice President
STONE & WEBSTER, INC., SUPPLEMENTAL RETIREMENT
PLAN CREATED PURSUANT THERETO
By: THE CHASE MANHATTAN BANK
solely in its capacity as Master Trustee
of the Trust created pursuant to the
Stone & Webster, Incorporated Supplemental
Retirement Plan Agreement
Dated: February 12, 1998 By: /s/ Jay H. Berkowitz
-------------------------------
Jay H. Berkowitz
Vice President
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EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(F) of Regulation 13D-G of the Securities
Exchange Act of 1934, the persons or entities below agree to the joint
filing on behalf of each of them of this Statement on Schedule 13G
(including any and all amendments thereto) with respect to the Common
Stock of Stone & Webster, Inc., and further agree that this joint Filling
Agreement be included as an Exhibit to such joint filings. In evidence
thereof the undersigned, being duly authorized, hereby execute this
Agreement this 14th day of February, 1997.
THE CHASE MANHATTAN CORPORATION
Dated: February 12, 1998 By: /s/Anthony J. Horan
---------------------------
Anthony J. Horan
Corporate Secretary
THE CHASE MANHATTAN BANK
Dated: February 12, 1998 BY: /s/Patricia A. Giangrande
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Patricia A. Giangrande
Vice President
STONE & WEBSTER, INC., SUPPLEMENTAL RETIREMENT
PLAN CREATED PURSUANT THERETO:
By: The CHASE MANHATTAN BANK
solely in its capacity as Master Trustee
of the Trust created pursuant to the
Stone & Webster, Inc., Supplemental Retirement
Plan Agreement.
Dated: February 12, 1998 BY: /s/ Jay H. Berkowitz
------------------------------
Jay H. Berkowitz
Vice President
