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)..........October 1, 1998
STONE & WEBSTER, INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 1-1228 13-5416910
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Number)
245 Summer Street, Boston, MA 02210
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (617) 589-5111
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Form 8-K 2 Stone & Webster, Incorporated
Item 2. Acquisition or Disposition of Assets.
On October 1, 1998, the registrant's subsidiary, Commercial Cold Storage,
Inc. ("Commercial"), acquired from William J. Blair, III, and William B. Squire
all of the outstanding stock of seven companies that comprise The Nordic Group
("Nordic"). Neither Mr. Blair nor Mr. Squire had any prior relationship with the
registrant or any of its affiliates, any director or officer of the registrant,
or any associate of any such director or officer. Nordic owns eleven public
refrigerated warehouses in North Carolina, South Carolina, Alabama, Mississippi,
and Ohio. Commercial will continue to use the Nordic assets acquired to provide
the same kinds of services.
The purchase price for Nordic was approximately $75.0 million, which
included approximately $36.1 million of bank debt and other liabilities of
Nordic that Commercial repaid at closing, plus $3.5 million of Nordic working
capital and approximately $1.5 million in other adjustments. The registrant and
Commercial based the purchase price, which is subject to certain post-closing
adjustments, on the fair market value of Nordic. In connection with this
acquisition and for general corporate purposes, the registrant entered into
revolving credit arrangements with two banks (Bank of America and Marine Midland
Bank) in late September 1998, and, on October 1, 1998, the registrant borrowed
approximately $77.5 million under these facilities to fund the purchase price.
The registrant issued a press release relating to this transaction on
October 8, 1998, a copy of which is included in Exhibit 99 to this Form 8-K and
incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
(2) Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession-
There is no material Plan of Acquisition to be filed herewith. Registrant
believes that neither the purchase agreement relating to the above-described
acquisition, nor any schedule thereto, is material; the registrant hereby
undertakes to furnish a copy of such agreement and its schedules to the
Commission upon request.
(4) Instruments defining the rights of security holders, including indentures -
As of October 1, 1998, registrant and its subsidiaries had outstanding
long-term debt (excluding current portion) totaling approximately $22,500,000
principally in connection with mortgages relating to real property for a
subsidiary's office building, and in connection with capitalized lease
commitments for the acquisition of certain computer equipment. None of these
agreements are filed herewith because the amount of indebtedness authorized
under each such agreement does not exceed 10% of the total assets of the
registrant and its subsidiaries on a consolidated basis; the registrant hereby
undertakes to furnish copies of such agreements to the Commission upon request.
(99) Text of registrant's press release dated October 8, 1998
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Form 8-K 3 Stone & Webster, Incorporated
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: THOMAS L. LANGFORD
Thomas L. Langford
Executive Vice President
Date: October 15, 1998
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Form 8-K 4 Stone & Webster, Incorporated
EXHIBIT
Exhibit (99) Text of registrant's press release dated October 8, 1998 -
FOR IMMEDIATE RELEASE
Stone & Webster Acquisition of The Nordic Group Completed
Boston, Massachusetts, October 8, 1998 - Stone & Webster (NYSE: SW) announced
today that the acquisition of The Nordic Group had been completed by Commercial
Cold Storage, Inc., a wholly-owned subsidiary of Stone & Webster. Nordic will
continue to operate and serve customers as a subsidiary of Commercial Cold
Storage.
"We are pleased that the Nordic acquisition, which we announced in August, has
been completed successfully," said H. Kerner Smith, Chairman, President and
Chief Executive Officer of Stone & Webster. "We are confident that Nordic will
contribute substantially to the growth of our refrigerated warehouse business
and allows us to provide superior service to our customers. And we welcome the
Nordic management team and company employees to our Cold Storage group, which
now becomes the leading refrigerated warehouse distribution business in the
Southeast."
Nordic has more than 250 employees in its 11 public refrigerated warehouses in
North Carolina, South Carolina, Alabama, Mississippi, and Ohio. Commercial Cold
Storage has three refrigerated warehouses in Georgia.
Commercial Cold Storage has long been a leader in the Southeast in providing
refrigerated and frozen food handling services to manufacturers, distributors,
and wholesale and retail grocers. Stone & Webster is a global leader in
engineering, construction and consulting for the power, process,
environmental/infrastructure and industrial markets.
Contact: Mr. Thomas L. Langford
Stone & Webster
617-589-7424
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