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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES
OF SECURITIES PURSUANT TO
SECTION 12(b) OR 12(g)
OF THE
SECURITIES EXCHANGE ACT OF 1934
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FOSTER WHEELER CORPORATION FW PREFERRED CAPITAL TRUST I
(Exact Name of Registrant as (Exact Name of Registrant as
Specified in its Charter) Specified in its Charter)
New York Delaware
(State of Incorporation (State of Incorporation
or Organization) or Organization)
13-1855904 Not Applicable
(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
c/o Foster Wheeler Corporation
Perryville Corporate Park Perryville Corporate Park
Clinton, New Jersey Clinton, New Jersey
(908) 730-4000 (908) 730-4000
(Address of Principal (Address of Principal
Executive Offices) Executive Offices)
08809 08809
(Zip code) (Zip code)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. (X)
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. ( )
Securities Act registration statement file number to which this form relates:
333-52369 and 333-52369-01 and -02
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on which
to be so Registered Each Class is to be Registered
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Preferred Securities, Series I New York Stock Exchange
Guarantee of Foster Wheeler Corporation New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None.
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<PAGE>
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of the Registrant's Securities to be Registered
The description of the Preferred Securities, Series I, liquidation
amount $25 per share (the "Preferred Securities") of FW Preferred Capital Trust
I (the "Issuer Trust"), and of the Guarantee Agreement of Foster Wheeler
Corporation (the "Corporation") to be registered hereunder is incorporated
herein by reference to the information contained under the headings "Description
of Preferred Securities," "Description of Guarantees" and "Relationship Among
the Preferred Securities, the Corresponding Junior Subordinated Debentures, the
Guarantees and the Expense Agreements" in the final form of the Prospectus and
under the headings "Certain Terms of Preferred Securities" and "Certain Terms of
Junior Subordinated Debentures and Guarantee" in the Prospectus Supplement, in
each case forming a part of the Registration Statement on Form S-3 (Registration
Nos. 333-52369 and 333-52369-01 and -02) (the "Registration Statement"). The
final Prospectus and Prospectus Supplement will be filed by the Corporation and
the Issuer Trust pursuant to Rule 424(b) of the Securities Act of 1933
subsequent to the date of this Registration Statement on Form 8-A, and shall be
deemed incorporated by reference herein and to be a part hereof from the date
such documents are filed.
The form of the Amended and Restated Declaration of Trust of the Issuer
Trust specifying the terms and provisions of the Preferred Securities, which
includes as Exhibit A the form of Preferred Security, and the form of the
Guarantee Agreement have been filed as exhibits to the Registration Statement
and are incorporated herein by reference. The foregoing description is qualified
in its entirety by reference to such agreements.
<PAGE>
Item 2. Exhibits
Exhibit
Number Description
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1 Certificate of Trust of the Issuer Trust (incorporated by
reference herein to Exhibit 4.4 of Pre-Effective Amendment
No. 1 to the Registration Statement on Form S-3, filed on
June 24, 1998 (Registration Nos. 333-52369 and 333-52369-01
and -02)).
2 Form of Amended and Restated Declaration of Trust of the
Issuer Trust, which includes as Exhibit A thereto the form
of Preferred Security (incorporated herein by reference to
Exhibit 4.8 of Pre-Effective Amendment No. 1 to the
Registration Statement on Form S-3, filed on June 24, 1998
(Registration Nos. 333-52369 and 333-52369-01 and -02)).
3 Form of Guarantee Agreement to be executed and delivered by
the Corporation for the benefit of the holders of the
Preferred Securities (incorporated herein by reference to
Exhibit 4.11 of Pre-Effective Amendment No. 1 to the
Registration Statement on Form S-3, filed on June 24, 1998
(Registration Nos. 333-52369 and 333-52369-01 and -02)).
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, FW Preferred Capital Trust I and Foster Wheeler Corporation have
duly caused this registration statement to be signed on their behalf by the
undersigned, thereto duly authorized.
Date: December 21, 1998
FW PREFERRED CAPITAL TRUST I
(Registrant)
By: FOSTER WHEELER CORPORATION,
as Sponsor
By: /s/ David J. Roberts
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Name: David J. Roberts
Title: Vice Chairman and Chief Financial
Officer
FOSTER WHEELER CORPORATION
(Registrant)
By: /s/ David J. Roberts
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Name: David J. Roberts
Title: Vice Chairman and Chief Financial
Officer
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Exhibit Page
------ ------- ----
<S> <C> <C> <C>
1 Certificate of Trust of the Issuer Trust (incorporated by
reference herein to Exhibit 4.4 of Pre-Effective Amendment
No. 1 to the Registration Statement on Form S-3, filed on
June 24, 1998 (Registration Nos. 333-52369 and 333-52369-01
and -02)).
2 Form of Amended and Restated Declaration of Trust of the
Issuer Trust, which includes as Exhibit A thereto the form
of Preferred Security (incorporated herein by reference to
Exhibit 4.8 of Pre-Effective Amendment No. 1 to the
Registration Statement on Form S-3, filed on June 24, 1998
(Registration Nos. 333-52369 and 333-52369-01 and -02)).
3 Form of Guarantee Agreement to be executed and delivered by
the Corporation for the benefit of the holders of the
Preferred Securities (incorporated herein by reference to
Exhibit 4.11 to Pre-Effective Amendment No. 1 to the
Registration Statement on Form S-3, filed on June 24, 1998
(Registration Nos. 333-52369 and 333-52369-01 and -02)).
</TABLE>
