SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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)..........
Report pursuant to Item 5 made at registrant's option
with respect to event announced August 15, 1995
STONE & WEBSTER, INCORPORATED
(Exact name of registrant as specifed in its charter)
Delaware 1-1228 13-5416910
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Number)
250 West 34th Street, New York, NY 10119
Address of principal executive offices) ( Zip Code)
Registrant's telephone number, including area code: (212) 290-7500
2.
Form 8-K Stone & Webster, Incorporated
Item 5. Other Events
The text of registrant's Press Release dated August 15, 1995
relating to the resignation of Bruce C. Coles as Chairman of the Board of
Directors, President, and Chief Executive Officer, the election of Kent F.
Hansen as non-executive Chairman of the Board, and the appointment of
Edward J. Walsh as acting President and Chief Executive Officer appears
below.
FOR IMMEDIATE RELEASE
STONE & WEBSTER NAMES KENT F. HANSEN NON-EXECUTIVE CHAIRMAN
AND EDWARD J. WALSH ACTING PRESIDENT AND CEO,
FOLLOWING RESIGNATION OF BRUCE C. COLES
New York, N.Y., August 15, 1995--Stone & Webster, Incorporated (NYSE: SW) today
announced that Bruce C. Coles has resigned his positions as Chairman of the
Board
of Directors, President, and Chief Executive Officer, effective immediately, to
accept a senior position at another company. Stone & Webster further announced
that Kent F. Hansen has been elected non-executive Chairman of the Board of
Directors and Edward J. Walsh has been appointed acting President and Chief
Executive Officer, effective immediately.
Dr. Hansen, 63, is Professor of Nuclear Engineering at the Massachusetts
Institute of Technology in Cambridge, Mass. He has been a director of Stone &
Webster since 1988. Mr. Walsh, 44, was previously a Vice President of Stone &
Webster, Incorporated, with responsibility for the activities of the company's
subsidiaries in the United Kingdom and Canada, as well as real estate
activities for the parent company.
A Board search for a permanent CEO is now under way. This process is expected
to take several months and will include both internal and external candidates.
"I am leaving Stone & Webster with a tremendous sense of accomplishment and
excitement about its future," Mr. Coles said. "We have implemented the
initiatives necessary to build and deliver value for our shareholders and
ensured that the company is well positioned for profitable growth. I am
confident that under the guidance of Kent Hansen and the day-to-day leadership
of Ed Walsh, Stone & Webster will continue to achieve its objectives and
maintain its position as a leader in the global engineering and construction
industry."
"My decision to leave Stone & Webster was based on an opportunity to pursue new
challenges at another great company in a related but non-competing field," Mr.
Coles continued. "After spending my entire professional career at Stone &
Webster, this was an extremely difficult and deeply personal decision for me to
make. I have great affection for the outstanding people throughout the
organization and tremendous respect for the institution and its century-old
tradition of providing creative solutions to our clients' most complex
problems."
Dr. Hansen said, "I know that the other members of Stone & Webster's Board of
Directors join me in thanking Bruce Coles for his outstanding service to the
company over the past 27 years. While we are genuinely sorry that he is
leaving, we accept his desire to pursue a new challenge after his successful
efforts to restructure and reorganize Stone & Webster. His legacy is the
turnaround that is now well under way--as evident in the significant
improvement in the company's
3.
Form 8-K Stone & Webster, Incorporated
financial results for the first two quarters of the current fiscal year."
In addition to being named acting President and CEO, Mr. Walsh was also promoted
yesterday to Executive Vice President of the corporation. Prior to becoming
Vice President of Stone & Webster, Incorporated, Mr. Walsh was the President
and CEO of Stone & Webster Canada Limited. He was responsible to the Canadian
Board of Directors for all operations of the company in the power, process,
industrial, transportation and environmental sectors in Canada, and for polymers
and derivatives on an international basis. Mr. Walsh has also held positions in
project management, business development, and cost and scheduling during his
22-year career at Stone & Webster.
"Bruce Coles has made many contributions to the success of Stone & Webster over
the years and we will certainly miss him," Mr. Walsh said. "However, one of
Bruce's greatest accomplishments was to build a strong and deep management team
that is truly committed to building value for our shareholders. Accordingly, I
am confident that our management team will be successful in its efforts to
realize the company's long-term objectives."
Founded in 1889, Stone & Webster, is one of the world's leading providers of
engineering, design, construction, consulting and full environmental services
for power, process, industrial and governmental projects.
* * * * *
Contact: Jeremiah P. Cronin
(212) 290-7484
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
STONE & WEBSTER, INCORPORATED
BY: JEREMIAH P. CRONIN
Jeremiah P. Cronin
Executive Vice President
Date: August 15, 1995
