SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): August 15, 1996
STONE & WEBSTER, INCORPORATED
(Exact name of registrant as specified in charter)
Delaware
(State or other jurisdiction
of incorporation)
1-1228 13-5416910
(Commission File No.) (IRS employer
identification no.)
250 W. 34th Street, New York, N.Y. 10119
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 290-7500
This Form 8-K consists of
sequentially numbered pages.
Exhibit Index Appears on Page .<PAGE>
ITEM 5. OTHER EVENTS.
On August 15, 1996, Stone & Webster, Incorporated
issued a press release relating to the adoption of a
shareholder rights plan. The full text of the press release is
attached hereto as Exhibit 1 and is hereby incorporated herein
by reference in its entirety.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.
(c) Exhibits
(1) Press Release, dated August 15, 1996.<PAGE>
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: /s/ Jeremiah P. Cronin
Name: Jeremiah P. Cronin
Title: Executive Vice President
Dated: August 16, 1996
-2-<PAGE>
EXHIBIT INDEX
Exhibit Sequential
No. Description Page Number
------- ----------- -----------
(1) Press Release, dated August 15, 1996.......
[LETTERHEAD OF STONE & WEBSTER, INCORPORATED]
FOR IMMEDIATE RELEASE
STONE & WEBSTER ADOPTS SHAREHOLDER RIGHTS PLAN
NEW YORK, N.Y., AUGUST 15, 1996 -- Stone & Webster,
Incorporated (NYSE:SW) today announced that its Board of
Directors has adopted a Shareholder Rights Plan by declaring a
dividend distribution of one Preferred Share Purchase Right on
each outstanding share of the company's common stock.
The Board believes these Rights will enable all of Stone &
Webster's shareholders to realize the long-term value of their
investment in the company. The Rights will help ensure that
all shareholders receive fair and equal treatment in the event
of any proposed takeover of the company and will guard against
unfair or coercive takeover tactics.
If a person or group acquires 15 percent or more of Stone &
Webster's outstanding common stock, each Right will entitle its
holder (other than such person or members of such group) to
purchase, at the Right's exercise price (initially $125), a
number of Stone & Webster's common shares having a market value
of twice such price.
Following the acquisition by a person or group of 15 percent or
more of the Company's common stock and prior to an acquisition
of 50 percent or more of the common stock, the Board may
exchange the Rights (other than Rights owned by such person or
group), in whole or in part, at an exchange ratio of one share
of common stock (or one one-hundredth of a share of the new
series of junior participating preferred stock) per Right.
The new Rights are redeemable under certain circumstances at
$.01 per Right and will expire on August 15, 2006. The
dividend distribution will be made on September 12, 1996,
payable to shareholders of record on that date. The Rights
distribution is not taxable to shareholders. A full
description of the Rights is being mailed to all shareholders.
Stone & Webster, Incorporated, through operating subsidiaries,
is a global leader in engineering, construction and consulting
for the power, process, government and industrial markets.
* * * * *
Contact: Jeremiah P. Cronin - (212) 290-7484
