Filed by Foster Wheeler Corporation
pursuant to Rule 425 under the
Securities Act of 1933 and deemed
filed pursuant to Rule 14a-12 under
the Securities Exchange Act of 1934
Commission File No. 1-286-2
Date November 29, 2000
FOSTER WHEELER ANNOUNCES PLAN FOR
CHANGE IN LEGAL DOMICILE
Proposed Change Should Result in Greater
Operational and Financial Flexibility
CLINTON, N.J., November 29, 2000 -- Foster Wheeler Corporation (NYSE:FWC)
today announced that its board of directors has unanimously approved a plan to
modify Foster Wheeler's corporate structure so that the company's legal domicile
will effectively be changed from New York to Bermuda. This plan is subject to
approval by two thirds of the company's stockholders at its annual meeting in
April 2001.
"This change is another strategic initiative we are taking to strengthen
the company's balance sheet and its business in the long term," said Richard J.
Swift, Foster Wheeler's chairman, president and CEO. "The majority of our
revenues and income is derived from outside the United States, and we believe
that the business, regulatory and tax environment in Bermuda should enable us to
create more value for our stockholders. Our change in legal domicile will allow
Foster Wheeler to compete more effectively worldwide because it should result in
greater operational flexibility and better position us to manage international
cash flows and our complex worldwide tax arrangements."
The structural changes are expected to benefit Foster Wheeler and its
stockholders for several reasons. Specifically, Gilles A. Renaud, Foster
Wheeler's senior vice president and CFO, noted that the reconfiguration:
- Will allow Foster Wheeler to realign its business to achieve greater
operational flexibility, including improved worldwide cash management;
- May provide a more favorable corporate structure for the expansion of
Foster Wheeler's current business and future strategic alliances and
acquisitions;
- Will give the company more financial flexibility and may have a
favorable effect on its ability to access international capital
markets; and
- Will provide greater flexibility in the long term to manage worldwide
tax liabilities, which should stabilize the company's global effective
tax rate.
"We expect this transition to be seamless and transparent for our
employees, vendors and customers around the world," said Renaud.
"Corporate operations will continue to be managed from our current
headquarters in Clinton, New Jersey, and we remain fully committed to our
employees and local communities everywhere we currently do business," Swift
added.
The plan approved by the board calls for the creation of a new
Bermuda-based holding company to be called Foster Wheeler Ltd. Shareholders of
Foster Wheeler Corporation will receive a number of shares in Foster Wheeler
Ltd. equal to the number of shares they hold in Foster Wheeler Corporation.
These shares will have substantially the same attributes as Foster Wheeler
Corporation common shares and are expected to be listed on the New York Stock
Exchange under the symbol FWC.
The proxy, which will be issued in March 2001, will give details of the
transaction. This reconfiguration is subject to stockholder approval at Foster
Wheeler's Annual Meeting of Stockholders on April 23, 2001.
# # #
Notes to Editors:
1. Announcement Disclaimer
This announcement does not constitute an offer of any securities for sale
or an offer or an invitation to purchase any securities. Investors should
carefully review Foster Wheeler Ltd.'s registration statement and the
related proxy statement/prospectus with respect to the proposed transaction
when they are filed with the SEC before making any decision concerning the
proposed offer. These documents will contain important information. Once
filed, investors will be able to obtain these documents and any other
relevant documents for free at the SEC's web site, www.sec.gov, and at
Foster Wheeler Corporation's web site, www.fwc.com. INVESTORS SHOULD READ
THE PROXY STATEMENT/PROSPECTUS CAREFULLY BEFORE MAKING A DECISION
CONCERNING THE TRANSACTION.
2. Conference Call Notice
Foster Wheeler will conduct a conference call to discuss this announcement
today, November 29, at 1:00 p.m. (EST), which will also be webcast live on
the Internet. The call will be accessible to the public by telephone or
webcast. To listen to the call by telephone in the United States, dial
(800) 370-0740 approximately ten minutes before the call. International
access is available by dialing (973) 321-2002. The conference call will
also be available over the Internet at www.fwc.com or through StreetEvents
at www.streetevents.com.
A replay of the call will be available on the company's web site as well as
by telephone. To listen to the replay by telephone, dial (877) 318-5459 or
(402) 220-0513 starting one hour after the conclusion of the call through
8:00 p.m. on Wednesday, December 6, 2000. The replay can also be accessed
on the company's web site for two weeks following the call.
3. About Foster Wheeler
Foster Wheeler Corporation is a global company offering, through its
subsidiaries, a broad range of design, engineering, construction,
manufacturing, project development and management, research, plant
operations and environmental services. The Corporation's headquarters are
at Clinton, N.J. For more information about Foster Wheeler, visit our
World-Wide Web site at www.fwc.com.
4. Safe Harbor Statement
This news release contains forward-looking statements that are based on
management's assumptions, expectations and projections about the various
industries within which the Corporation operates. Such forward-looking
statements by their nature involve a degree of risk and uncertainty. The
Corporation cautions that a variety of factors, including but not limited
to the following, could cause business conditions and results to differ
materially from what is contained in forward-looking statements: changes in
the rate of economic growth in the United States and other major
international economies, changes in investment by the energy, power and
environmental industries, changes in regulatory environment, changes in
project schedules, changes in trade, monetary and fiscal policies
worldwide, currency fluctuations, outcomes of pending and future
litigation, protection and validity of patents and other intellectual
property rights, and increasing competition by foreign and domestic
companies.
# # #
11-29-00
MEDIA CONTACT ONLY: Alastair Davie 908-730-4444
FINANCIAL ANALYST CONTACT: Michael Caverly 908-730-5430
