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 Identification No.)
incorporation or organization)
250 West 34th Street, New York, New York 10119
(Address of principal executive offices)
1997 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 $31.875 $3,187,500 $965.61
$1 par value shares
_______________
(1) The price of $31.875 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 January 10, 1997, is set forth solely
for purposes of calculating the registration fee pursuant to Rule 457(h).
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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.
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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, 1995 (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 1996 Annual Meeting of Shareholders.
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, 1995 and 1994, and for
each of the three years in the period ended December 31, 1995, incorporated by
reference in this Registration Statement, have been incorporated herein in
reliance upon the report of Coopers & Lybrand L.L.P., 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.
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The Shareholders 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 Shareholders 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 Rights Agreement, dated as of August 15, 1996, between Stone &
Webster, Incorporated and ChaseMellon Shareholder Services,
L.L.C. (Exhibit 1.1, Form 8-A dated August 16, 1996).
*4-c 1997 Stock Plan for Non-Employee Directors of Stone & Webster,
Incorporated.
*5 Opinion dated January 14, 1997 of Coudert Brothers as to the
legality of securities to be registered.
*23-a Consent of Coopers & Lybrand L.L.P.
23-b The consent of Coudert Brothers 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
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<PAGE>
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.
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<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 Boston and Commonwealth of Massachusetts on the
14th day of January, 1997.
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/H. Kerner Smith President and January 14, 1997
H. Kerner Smith Chief Executive Officer
(Principal Executive
Officer), and
Director
/s/Jeremiah P. Cronin Executive Vice President January 14, 1997
Jeremiah P. Cronin (Principal Financial
Officer)
/s/Daniel P. Levy Corporate Controller January 14, 1997
Daniel P. Levy (Principal Accounting Officer)
/s/Frank J. A. Cilluffo Director January 14, 1997
Frank J. A. Cilluffo
/s/Donna R. Fitzpatrick Director January 14, 1997
Donna R. Fitzpatrick
/s/Kent F. Hansen Chairman of the Board January 14, 1997
Kent F. Hansen and Director
/s/Elvin R. Heiberg, III Director January 14, 1997
Elvin R. Heiberg, III
/s/David N. McCammon Director January 14, 1997
David N. McCammon
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/s/John P. Merrill, Jr. Director January 14, 1997
John P. Merrill, Jr.
/s/J. Angus McKee Director January 14, 1997
J. Angus McKee
/s/Bernard W. Reznicek Director January 14, 1997
Bernard W. Reznicek
/s/Edward J. Walsh Executive Vice President January 14, 1997
Edward J. Walsh and Director
/s/Peter M. Wood Director January 14, 1997
Peter M. Wood
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EXHIBIT INDEX
Exhibit Number Exhibit Page
4-c 1997 Stock Plan for Non-Employee II-8
Directors of Stone & Webster,
Incorporated.
5 Opinion dated January 14, 1997 of II-13
Coudert Brothers as to the
legality of securities to be
registered.
23-a Consent of Coopers & Lybrand L.L.P. II-15
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EXHIBIT 4-c
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<PAGE>
1997 STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
OF
STONE & WEBSTER, INCORPORATED
1. Purpose
The purpose of the 1997 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 to be paid to each
Non-Employee Director in the amount of $8,000.
"Annual Stock Grant" means the annual stock grant to be awarded to each
Non-Employee Director in the amount of 400 shares of Common Stock.
"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 such date of determination
or, if such date is not a trading date, 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" shall have the meaning set forth in Rule
16b-3(b)(3) of the 1934 Act.
3. Term
The Plan shall become effective as of the date the Plan is approved by the
Board of Directors. Once effective, the Plan shall operate and shall remain in
effect until terminated by action of the Board of Directors as provided in
Section 10 hereof.
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4. Plan Operation
The Plan is intended to comply with all exemptive conditions under Rule
16b-3 promulgated under the 1934 Act. 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. Payment of Annual Retainer; Award of Annual Stock Grant
(a) Payment of Annual Retainer. As soon as practicable, but no later
than 30 days after the first day of each calendar quarter, each person who is a
Non-Employee Director at any such first day of a calendar quarter shall be paid
one-fourth (1/4) of the Annual Retainer. A person who becomes a Non-Employee
Director at any time after the first day of any calendar quarter shall be paid,
as soon as practicable but no later than 30 days after the end of such calendar
quarter, that portion of the Annual Retainer 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 during such calendar
quarter (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.
(b) Award of Annual Stock Grant. As soon as practicable, but no later
than 30 days after the first day of each calendar quarter, each person who is a
Non-Employee Director at any such first day of a calendar quarter shall be
awarded that number of shares of Common Stock equal to one-fourth (1/4) of the
Annual Stock Grant. A person who becomes a Non-Employee Director at any time
after the first day of any calendar quarter shall be awarded, as soon as
practicable but no later than 30 days after the end of such calendar quarter,
that number of shares of Common Stock (rounded up to the next whole share in the
event of a fractional share) equal to the amount calculated by multiplying 400
by a fraction, the numerator of which is the number of whole months such person
served as a Non-Employee Director during such calendar quarter (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.
7. Director Meeting Fees
(a) 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 first 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.
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(b) Elections. All elections under Section 7(a) 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 the first meeting in the following calendar year at 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, prior to the date any
such Director Meeting Fees are to be paid to such Non-Employee Director in
shares of Common Stock).
8. 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 9 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.
9. 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 8(a), or
(ii) the class of shares that may be issued under the Plan.
10. Amendment and Termination
This Plan may be amended, suspended or terminated by action of the Board of
Directors; provided, however, that the provisions of the Plan may not be amended
more than once every six months, other than to comport with changes in the Code,
the Employee Retirement Income Security Act, or the rules thereunder.
11. 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.
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EXHIBIT 5
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COUDERT BROTHERS
1114 Avenue of the Americas
New York, New York 10036
January 14, 1997
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 Corporation's 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 1997 Stock Plan for Non-Employee Directors of
Stone & Webster, Incorporated (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 pursuant to the Plan.
Based upon examination of originals or copies, certified or otherwise
identified to our satisfaction as being true and correct copies, of such
corporate records, certificates of public officials and other documents and upon
such investigations of law, all as we have considered necessary or appropriate
for the purpose of this opinion, we are pleased to advise you that in our
opinion:
1. The Corporation 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/Coudert Brothers
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EXHIBIT 23-a
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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 20,
1996, on our audits of the consolidated financial statements and financial
statement schedule of Stone & Webster, Incorporated and Subsidiaries as of
December 31, 1995 and 1994, and for each of the three years in the period ended
December 31, 1995, which report is included in the Company's 1995 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 L.L.P.
New York, New York
January 14, 1997
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