AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 22, 1995.
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
_________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________________
STONE & WEBSTER, INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 13-5416910
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
250 West 34th Street, New York, New York 10119
(Address of principal executive offices)
1995 Stock Plan
for Non-Employee Directors
of
Stone & Webster, Incorporated
(Full title of the plan)
_________________________
Peter F. Durning, Secretary
Stone & Webster, Incorporated
250 West 34th Street
New York, New York 10119
(Name and address of agent for service)
(212) 290-7500
(Telephone number, including area code, of agent for service)
___________________________
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
each class maximum maximum
of securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered unit(1) price(1) fee
Common Stock, 100,000 $30.94 $3,094,000 $1,066.90
$1 par value shares
_________________
(1) The price of $30.94 per share, which was the average of the high and
low prices of Common Stock as reported on the New York Stock Exchange
consolidated reporting system on June 19, 1995, is set forth solely for
purposes of calculating the registration fee pursuant to Rule 457(h).
<PAGE> PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
*Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance with
Note to Part I of Form S-8.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The documents listed below are hereby incorporated by
reference and made a part hereof, and all documents subsequently filed
by Stone & Webster, Incorporated (the "Company") pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 prior
to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of filing of such
documents.
(a) The annual report on Form 10-K of the Company for the year
ended December 31, 1994 (and the documents incorporated by
reference therein).
(b) All other reports filed by the Company pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934 since the end of
the fiscal year covered by the annual report referred to in (a)
above.
(c) The description of the Company's Common Stock which is
contained in the Company's registration statement filed under the
Securities Exchange Act of 1934, including any amendments or
reports filed for purposes of updating such descriptions.
(d) The Company's definitive proxy statement filed pursuant to
Section 14 of the Securities Exchange Act of 1934 in connection
with the 1995 Annual Meeting of Stockholders.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The consolidated financial statements and the financial
statement schedule of the Company and its Subsidiaries as of December
31, 1994 and 1993, and for each of the three years in the period ended
December 31, 1994, incorporated by reference in this Registration
Statement, have been incorporated herein in reliance upon the report of
Coopers & Lybrand, independent accountants, given on the authority of
that firm as experts in accounting and auditing.
Item 6. Indemnification of Directors and Officers.
Section 145 of Chapter 1 of the General Corporation Law
of the State of Delaware and Section 14 of Article Sixth of the
Company's Restated Certificate of Incorporation permit the
indemnification under certain circumstances of directors or
officers of the Company and its subsidiaries for expenses incurred
in connection with the defense of actions, suits or proceedings
against them as such directors or officers. The Company has
purchased from the American International Group a Directors,
Officers and Corporate Liability policy under which the directors
and officers of Stone & Webster, Incorporated and its subsidiaries
and the Company are insured against loss arising from any claim
made against them by reason of any wrongful act in their respective
capacities.
The Stockholders of the Company have approved amendments
to the Restated Certificate of Incorporation of the Company which
limit the personal liability of the directors to the Company or its
Stockholders for monetary damages arising out of the directors'
breach of their fiduciary duty of care under certain circumstances,
as permitted by the Delaware General Corporation Law.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Certain of the following exhibits are filed herewith. Certain
other of the following exhibits have been filed with the Commission
and are incorporated herein by reference.
4-a Restated Certificate of Incorporation, defining rights of
security holders (Exhibit (3)(a), Form 10-K for the
fiscal year ended December 31, 1990 (File No. 1-1228)).
*4-b 1995 Stock Plan for Non-Employee Directors of Stone &
Webster, Incorporated.
*5 Opinion dated June 22, 1995 of Mudge Rose Guthrie
Alexander & Ferdon as to the legality of securities to be
registered.
*23-a Consent of Coopers & Lybrand.
23-b The consent of Mudge Rose Guthrie Alexander & Ferdon is
contained in the opinion of such firm filed herewith as
Exhibit 5.
*Filed herewith
Item 9. Undertakings.
(1) The undersigned registrant hereby undertakes (a) to file,
during any period in which offers or sales are being made, a post-
effective amendment to this registration statement (i) to include
any prospectus required by Section 10 (a)(3) of the Securities Act
of 1933; (ii) to reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in
the information set forth in the registration statement, and (iii)
to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement; provided, however, that paragraphs (a) (i) and (a) (ii)
do not apply if the registration statement is on Form S-3, Form S-8
or Form F-3, and the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement; (b) that, for the
purpose of determining any liability under the Securities Act of
1933, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof; and (c) to
remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(2) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that
is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 (which shall not include the insurance
described under Item 6 above) may be permitted to directors,
officers and controlling persons of the registrant pursuant to the
provisions referred to in the first sentence under Item 6 of this
Registration Statement, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in said Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in said Act and will be governed
by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
Stone & Webster, Incorporated certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on Form S-8
and has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New
York and State of New York on the 21st day of June, 1995.
STONE & WEBSTER, INCORPORATED
(Registrant)
By /s/ Jeremiah P. Cronin
Jeremiah P. Cronin
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in
the capacities and on the date indicated.
Signature Title Date
/s/ Bruce C. Coles Chairman of the Board, June 21, 1995
Bruce C. Coles Chief Executive Officer
(Principal Executive
Officer), President and
Director
/s/ Jeremiah P. Cronin Executive Vice President June 21, 1995
Jeremiah P. Cronin (Principal Financial
and Accounting Officer)
/s/ William L. Brown Director June 21, 1995
William L. Brown
/s/ Frank J.A. Cilluffo Director June 21, 1995
Frank J.A. Cilluffo
/s/ Donna R. Fitzpatrick Director June 21, 1995
Donna R. Fitzpatrick
/s/ Kent F. Hansen Director June 21, 1995
Kent F. Hansen
/s/ Elvin R. Heiberg, III Director June 21, 1995
Elvin R. Heiberg, III
/s/ John A. Hooper Director June 21, 1995
John A. Hooper
/s/ J. Angus McKee Director June 21, 1995
J. Angus McKee
/s/ Kenneth G. Ryder Director June 21, 1995
Kenneth G. Ryder
/s/ Meredith R. Spangler Director June 21, 1995
Meredith R. Spangler
<PAGE>
EXHIBIT INDEX
Exhibit Number Exhibit Page
4-b 1995 Stock Plan for II-6
Non-Employee Directors
of Stone & Webster,
Incorporated.
5 Opinion dated June 22, II-11
1995 of Mudge Rose
Guthrie Alexander &
Ferdon as to the
legality of securities
to be registered.
23-a Consent of Coopers & II-14
Lybrand.
EXHIBIT 4-b
1995 STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
OF
STONE & WEBSTER, INCORPORATED
1. Purpose
The purpose of the 1995 Stock Plan for Non-Employee Directors
of Stone & Webster, Incorporated (the "Plan") is to promote the long-
term growth and financial success of Stone & Webster, Incorporated (the
"Company") by attracting and retaining non-employee directors of
outstanding ability and by promoting a greater identity of interest
between its non-employee directors and its stockholders.
2. Definitions
The following capitalized terms used herein have the following
meanings:
"Annual Retainer" means the annual compensation paid to each
Non-Employee Director in shares of Common Stock under the Plan
calculated in accordance with Section 6(a) hereof on the basis of a
monetary amount not to exceed $8,000.
"Board of Directors" means the Board of Directors of the
Company.
"Code" means the Internal Revenue Code of 1986, as amended.
"Committee" means the Compensation Committee of the Board of
Directors or such other committee of the Board of Directors which shall
succeed to the functions and responsibilities of the Compensation
Committee.
"Common Stock" means the Company's Common Stock, $1.00 par
value per share.
"Director Meeting Fees" means fees earned by Non-Employee
Directors by attendance at meetings of the Board of Directors and at
meetings of any committee of the Board of Directors of which such Non-
Employee Director is a member.
"Fair Market Value" means, as of any date of the determination
thereof, the per share price of the last sale of Common Stock on the
trading date immediately preceding such date of determination, based on
the composite transactions in the Common Stock as reported by The Wall
Street Journal (or any successor publication thereto).
"1934 Act" means the Securities Exchange Act of 1934, as
amended.
"Non-Employee Director" means a member of the Board of
Directors who is not an officer or employee of the Company or any
subsidiary thereof.
3. Term
The Plan shall become effective as of the date the Plan is
approved by the stockholders of the Company. Once effective, the Plan
shall operate and shall remain in effect until terminated by action of
the Board of Directors as provided in Section 9 hereof.
4. Plan Operation
The Plan is intended to meet the requirements of Rule 16b-
3(c)(2)(ii) promulgated under the 1934 Act and, accordingly, is intended
to be self-governing and nondiscretionary. To the extent necessary to
administer the Plan, the Committee shall have the power and authority to
construe and interpret the provisions of the Plan. Decisions of the
Committee shall be final and conclusive.
5. Participation
All Non-Employee Directors shall be eligible to participate in
the Plan.
6. Grants
(a) Annual Retainer Stock Grant. As soon as practicable, but
no later than 30 days after July 1 of each calendar year beginning with
1996, (i) each person who is a Non-Employee Director at any such July 1
shall receive that number of shares (rounded up to the next whole share
in the event of a fractional share) of Common Stock having an aggregate
Fair Market Value as of such July 1 equal to the amount calculated by
multiplying $8,000 by a fraction, the numerator of which is the sum of
(a) the number of whole months such person served as a Non-Employee
Director prior to July 1 in such calendar year (with service by any such
Non-Employee Director for at least 15 days in any month being considered
service for a whole month), and (b) 6, and the denominator of which is
12, and (ii) each person who was a Non-Employee Director at any time
during such calendar year prior to such July 1 (but was not a Non-
Employee Director as of such July 1) shall receive that number of shares
(rounded up to the next whole share in the event of a fractional share)
of Common Stock having an aggregate Fair Market Value as of such July 1
equal to the amount calculated by multiplying $8,000 by a fraction, the
numerator of which is the number of whole months such person served as a
Non-Employee Director prior to July 1 in such calendar year (with
service by any such Non-Employee Director for at least 15 days in any
month being considered service for a whole month), and the denominator
of which is 12.
A person who becomes a Non-Employee Director at any time after
July 1 of any such calendar year shall receive that number of shares
(rounded up to the next whole share in the event of a fractional share)
of Common Stock having an aggregate Fair Market Value as of such July 1
equal to the amount calculated by multiplying $8,000 by a fraction, the
numerator of which is the number of whole months such person served as a
Non-Employee Director after July 1 of such calendar year (with service
by any such Non-Employee Director for at least 15 days in any month
being considered service for a whole month), and the denominator of
which is 12. Such shares shall be received by any such Non-Employee
Director as soon as practicable, but no later than 30 days after the
December 31 immediately following such July 1.
With respect to 1995, each person who is a Non-Employee
Director at July 1, 1995 shall receive that number of shares (rounded up
to the next whole share in the event of a fractional share) of Common
Stock having an aggregate Fair Market Value as of such July 1 equal to
$4,000. Such shares shall be received by any such Non-Employee Director
as soon as practicable, but no later than 30 days after July 1, 1995.
(b) Election to Receive Director Meeting Fees in Stock in
Lieu of Cash. Except as set forth in the Plan, a Non-Employee Director
may elect to receive all or a portion of Director Meeting Fees in the
form of shares of Common Stock, with such shares of Common Stock being
paid in arrears on a calendar quarter basis. The number of shares
(rounded up to the next whole share in the event of a fractional share)
for a calendar quarter payable to a Non-Employee Director (or to any
person who was a Non-Employee Director for a portion of such calendar
quarter) who has elected to receive Director Meeting Fees in the form of
shares (i) shall be in an amount having the aggregate Fair Market Value,
as of the last day of any such calendar quarter, equal to the amount of
Director Meeting Fees which have been earned in such quarter and which
were elected to be paid in shares of Common Stock, and (ii) shall be
received by the Non-Employee Director (or any person who was a Non-
Employee Director for a portion of such calendar quarter) as soon as
practicable, but no later than 30 days after the end of such calendar
quarter.
(c) Elections. All elections under Section 6(b) for the
payment of all or a portion of Director Meeting Fees in the form of
Common Stock (i) shall be made in writing, (ii) shall be delivered to
the Secretary of the Company, (iii) shall be irrevocable for the
calendar year next succeeding such election (or, in the case of any
person who becomes a Non-Employee Director during a calendar year, for
the remainder of such calendar year during which such Director Meeting
Fees are to be paid to such Non-Employee Director in shares of Common
Stock), and (iv) shall specify the portion (in 25% increments) of such
Director Meeting Fees to be paid in shares of Common Stock. All such
elections shall be made annually before December 31 of the year prior to
the year in which Director Meeting Fees are to be earned (or, in the
case of any person who becomes a Non-Employee Director during a calendar
year, at least six months prior to the date any such Director Meeting
Fees are to be paid to such Non-Employee Director in shares of Common
Stock). Notwithstanding the foregoing, for the first calendar year of
the Plan, each Non-Employee Director may elect, on or prior to July 1,
1995, to receive Director Meeting Fees for the remainder of such
calendar year in shares of Common Stock.
7. Limitations and Conditions
(a) Total Number of Shares. The total number of shares of
Common Stock that may be issued to Non-Employee Directors under the Plan
is 100,000 shares. The shares of Common Stock deliverable under the Plan
may be authorized and unissued shares or reacquired shares. The
foregoing number may be increased or decreased by the events set forth
in Section 8 below. No fractional shares shall be issued hereunder. In
the event a Non-Employee Director is entitled to a fractional share,
such share amount shall be rounded upward to the next whole share
amount.
(b) No Additional Rights. Nothing contained herein shall be
deemed to create a right in any Non-Employee Director to remain a
member of the Board of Directors, to be nominated for reelection or to
be reelected as such or, after ceasing to be such a member, to receive
any cash or shares of Common Stock under the Plan, except as set forth
in the Plan.
8. Stock Adjustments
In the event that at any time after the effective date of the
Plan the outstanding shares of Common Stock are changed into or
exchanged for a different number or kind of shares of the Company or
other securities of the Company by reason of merger, consolidation,
recapitalization, reclassification, stock split, stock dividend,
combination of shares or any similar corporate event, the Committee may
make such adjustments in (i) the aggregate number of shares of Common
Stock that may be issued under the Plan as set forth in Section 7(a), or
(ii) the class of shares that may be issued under the Plan.
9. Amendment and Termination
This Plan may be amended, suspended or terminated by action of
the Board of Directors; provided, however, that (a) the provisions of
the Plan may not be amended more than once every six months, other than
to comport with changes in the Code, or the rules thereunder, and (b)
any amendment from and after the effective date of the Plan shall be
approved by the stockholders of the Company if the amendment would:
(i) materially increase the benefits accruing to participants
under the Plan;
(ii) materially increase the number of securities which may be
issued under the Plan (except as provided in Section 8);
or
(iii) materially modify the requirements as to eligibility for
participation in the Plan.
10. Nonassignability
No right to receive any shares of Common Stock under the Plan
shall be assignable or transferable by such Non-Employee Director other
than by will or the laws of descent and distribution.
11. Rule 16b-3 Compliance
It is the intention of the Company that the Plan comply in all
respects with Rule 16b-3 promulgated under Section 16(b) of the 1934 Act
and that Plan participants remain disinterested persons ("Disinterested
Persons") for purposes of administering other employee benefits plans of
the Company and having such other plans be exempt from Section 16(b) of
the 1934 Act. Therefore, if any Plan provision is found not to be in
compliance with Rule 16b-3 or if any Plan provision would disqualify
Plan participants from remaining Disinterested Persons, that provision
shall be deemed amended so that the Plan does so comply and the Plan
participants remain disinterested, to the extent permitted by law and
deemed advisable by the Committee, and in all events the Plan shall be
construed in favor of its meeting the requirements of Rule 16b-3.
EXHIBIT 5
MUDGE ROSE GUTHRIE ALEXANDER & FERDON
180 MAIDEN LANE
NEW YORK, NEW YORK 10038-4996
June 22, 1995
Stone & Webster, Incorporated
250 West 34th Street
New York, New York 10119
Re: Stone & Webster, Incorporated
Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Stone & Webster, Incorporated, a
Delaware corporation (the "Corporation"), in connection with the
preparation and filing with the Securities and Exchange Commission of a
Registration Statement on Form S-8 (the "Registration Statement") under
the Securities Act of 1933, as amended (the "Act") with respect to the
Corporation's 1995 Stock Plan For Non-Employee Directors (the "Plan").
The Registration Statement covers 100,000 shares of the Common Stock,
$1.00 par value, of the Corporation (the "Shares") to be delivered under
the Plan.
Based upon examination of such corporate records, documents and
questions of law as we have considered necessary or appropriate for the
purposes of this opinion, we are pleased to advise you that in our
opinion:
1. The Corporation has been duly organized and is an existing
corporation in good standing under the laws of the State of
Delaware.
2. When the Registration Statement shall become effective and the
Shares are delivered in accordance with the terms of the Plan, the
Shares will be legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement. By giving the foregoing consent, we do
not admit that we are within the category of persons whose consent is
required by Section 7 of the Act.
Very truly yours,
/s/ Mudge Rose Guthrie Alexander & Ferdon
EXHIBIT 23-a
CONSENT OF INDEPENDENT ACCOUNTANTS
________
We consent to the incorporation by reference in this
Registration Statement of Stone & Webster, Incorporated on Form S-8 of
our report dated February 14, 1995, on our audits of the consolidated
financial statements and financial statement schedule of Stone &
Webster, Incorporated and Subsidiaries as of December 31, 1994 and 1993,
and for each of the three years in the period ended December 31, 1994,
which report is included in the Company's 1994 Annual Report on Form 10-
K.
We further consent to the reference to our firm in this
Registration Statement under the caption "Interests of Named Experts and
Counsel."
/s/ COOPERS & LYBRAND
New York, New York
June 22, 1995
