UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Sections 13 and 15(d) of
the Securities Exchange Act of 1934
February 16, 1999
Date of Report (Date of earliest event reported)
FOSTER WHEELER CORPORATION
(Exact Name of Registrant as Specified in its Charter)
New York 1-286-2 13-1855904
(State Of (Commission (IRS Employer
Incorporation) File Number) Identification No.)
Perryville Corporate Park
Service Road East 173
Clinton, N.J. 08809-4000
(Address of Principal Executive Office)
(908) 730-4000
(Registrant's Telephone Number, Including Area Code)
(Not Applicable)
(Former Name or Former Address,
if Changed Since Last Report)
<PAGE>
ITEM 5. OTHER EVENTS
Foster Wheeler Corporation hereby files with the Securities and
Exchange Commission the form of Tax Opinion dated as of January 8, 1999
delivered by White & Case LLP, attached hereto as Exhibit 12.1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements:
None.
(b) Pro Forma Financial Information:
None.
(c) Exhibits:
12.1 Tax Opinion dated as of January 8, 1999 delivered by White &
Case LLP.
<PAGE>
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 CORPORATION
DATE: February 16, 1999 By: /s/ David J. Roberts
-------------------------------
David J. Roberts
Vice Chairman and
Chief Financial Officer
WHITE & CASE LLP
1155 Avenue of the Americas
New York, New York 10036-2787
Telephone: (212) 819-8200
Facsimile: (212) 354-8113
Dated as of January 8, 1999
Lehman Brothers Inc., as representative of
the Underwriters named in Schedule II of the Underwriting Agreement
3 World Financial Center
New York, New York 10285
re: 9.00% Preferred Securities, Series I
Dear Sirs:
We have acted as special tax counsel to FW Preferred Capital Trust I, a
statutory business trust formed under the laws of Delaware (the "Issuer Trust"),
and Foster Wheeler Corporation, a New York corporation, in connection with the
issuance by the Issuer Trust of the 9.00% Preferred Securities, Series I (the
"Preferred Securities"). At your request, we are rendering our opinion
concerning the principal United States federal income tax consequences regarding
the issuance of the Preferred Securities. In connection therewith, we reviewed
copies of the Registration Statement (as defined below), as well as the forms of
Junior Subordinated Indenture, Declaration of Trust, Underwriting Agreement and
Guarantee Agreement filed as Exhibits 4.2, 4.8, 1.2 and 4.11, respectively, to
the Registration Statement.
This opinion letter is based on the Internal Revenue Code of 1986, as
amended, the Treasury Regulations issued thereunder and administrative and
judicial interpretations thereof, in each case, as in effect and available on
the date hereof. We assume that the operative documents for the Preferred
Securities described in the Prospectus and the Prospectus Supplement forming a
part of the Registration Statement to which this opinion is filed as an exhibit
(the "Registration Statement") will be performed in accordance with the terms
described therein.
Based on the foregoing and subject to the assumptions, qualifications and
limitations contained therein, we hereby confirm our opinion contained in the
Prospectus Supplement under the caption "United States Federal Income Tax
Consequences."
We have not considered and render no opinion on any aspect of law other
than as expressly set forth above.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and the reference to us under the caption "United States
Federal Income Tax Consequences" in the Registration Statement. In giving such
consent, we do not thereby admit that we are in the category of persons whose
consent is required under Section 7 of the Securities Act of 1933, as amended.
Very truly yours,
WHITE & CASE LLP
JN:MTM
