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)..........December 1, 1999
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 5. Other Events.
The text of registrant's press release dated December 1, 1999, relating to
the agreement with its principal bank lending group to expand and extend its
current credit facility, is included in Exhibit 99.1 to this Form 8-K and is
incorporated herein by reference.
The text of a press release dated December 3, 1999, relating to the sale of
the Corporation's headquarters building in Boston, Massachusetts, is included in
Exhibit 99.2 to this Form 8-K and is incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
99.1 Text of registrant's press release dated December 1, 1999
99.2 Text of press release dated December 3, 1999
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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: /S/ THOMAS L. LANGFORD
----------------------------------------
Thomas L. Langford
Executive Vice President
and Chief Financial Officer
Date: December 6, 1999
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Form 8-K 4 Stone & Webster, Incorporated
Exhibit 99.1 Text of registrant's press release dated December 1, 1999 -
For Immediate Release Contact: Thomas L. Langford
Executive Vice President
(617) 589-7424
Stone & Webster Secures Financing Agreement
BOSTON, Massachusetts, December 1, 1999 - Stone & Webster, Incorporated
(NYSE: SW) announced today that it has reached an agreement with its principal
bank lending group to expand and extend its current credit facility.
Under the agreement, Stone & Webster's borrowing facility has been
increased by $30 million to a maximum of $160 million and extended through May
31, 2000. A portion of the new funding is available immediately, with the
remainder to be provided in two tranches based on specific events expected to
occur by the middle of December. The previous $130 million facility had been
scheduled to expire in January 2000.
In addition, Stone & Webster has expanded its bonding capacities - an
important factor in the Company's ability to win and execute projects - through
new co-surety arrangements.
Stone & Webster also announced that substantial progress has been made in
the previously announced sale of its headquarters building in Boston. At
present, the Company is in negotiations with a potential buyer and expects to
conclude the sale in late December or early January. The sale of the building is
expected to generate more than $185 million in proceeds, which will be used to
reduce debt and for other general corporate purposes.
"We are pleased with the progress we have made in the financial
restructuring we announced October 27," said H. Kerner Smith, Stone & Webster's
chairman and chief executive officer. "In addition to the actions we are taking
to address our liquidity issues and establish a longer-term capital structure,
we are also continuing to focus on winning and executing projects successfully.
We have an excellent backlog of business, which has been further strengthened by
the recent influx of new orders in our power business. We also are seeing
improved markets for our process and environmental operations."
In the last month, the Company announced approximately $500 million of new
contract awards. "These new contracts speak well of Stone & Webster's global
recognition and of the competencies of our people and our project execution,"
Mr. Smith said.
Stone & Webster is a global leader in engineering, construction and
consulting services for power, process, environmental, infrastructure and
industrial markets.
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Form 8-K 5 Stone & Webster, Incorporated
Exhibit 99.2 Text of press release dated December 3, 1999 -
For Immediate Release For Information Contact
Thomas L. Langford (Stone & Webster)
617-589-7424
or
Fidelity Investments
Corporate Communications
617-563-5800
Fidelity to Buy Stone & Webster Building at 245 Summer Street
Location Seen as Gateway to the Seaport District
BOSTON, December 3, 1999 - Fidelity Investments and Stone & Webster,
Incorporated (NYSE:SW) today announced that Fidelity plans to purchase Stone &
Webster's headquarters building at 245 Summer Street in Boston. Fidelity
currently leases half the space in the 14-story, 867,000 square-foot location,
which is also occupied by other companies and organizations such as the United
Way of Massachusetts Bay.
The transaction is subject to satisfactory completion of Fidelity's due
diligence and approval by the Boston Redevelopment Authority.
"Fidelity is proud to have the opportunity to make another important
investment in this growing and vibrant area of Boston," said David C. Weinstein,
chief of administration at Fidelity. "We view 245 Summer Street as the gateway
to the Seaport District, and it will complement Fidelity's other locations in
the area, such as the Seaport Hotel, the World Trade Center East and the
soon-to-be-built World Trade Center West."
Weinstein said that last week's decision by the law firm of Foley, Hoag &
Eliot to move its offices to the West Office Building in 2002 - coupled with
Mayor Thomas Menino's commitment to the area's growth - underscores the future
potential of the Seaport District and its surroundings.
"We are pleased that we have reached a sale agreement with Fidelity, a firm
we consider a good neighbor and important member of Boston's financial
community," said H. Kerner Smith, Stone & Webster's chairman and chief executive
officer. "Our commitment to the Boston area remains strong and we will begin to
analyze our needs as we look for a new and more cost-effective headquarters
location, one that will offer flexibility and provide a first-rate work
environment for our employees."
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Form 8-K 6 Stone & Webster, Incorporated
Mayor Menino said, "Fidelity has shown a great commitment to the city from
the financial district to the waterfront."
Weinstein said that Fidelity's ability to purchase 245 Summer Street and
develop other real estate in Boston was made possible largely by the
Massachusetts Jobs Growth Bill of 1996. "The new, competitive tax structure
allows us to invest in Massachusetts people and Massachusetts real estate."
Fidelity has added 500,000 square-feet of occupied real estate in
Massachusetts since 1996, bringing the company's in-state total to 3.6 million
square feet. Fidelity employs 12,800 people in Massachusetts, operating from
several locations in the financial district and a suburban campus in
Marlborough.
Stone & Webster is a global leader in engineering, construction and
consulting services for power, process, environmental, infrastructure and
industrial markets.
Fidelity Investments is the nation's largest mutual fund company and one of
the leading providers of financial services. Fidelity offers investment
management, retirement, brokerage and shareholder services directly to
individuals and institutions, and through financial intermediaries. The firm
also is the No. 1 provider of 401(k) retirement savings plans, the second
largest discount brokerage firm and the third largest provider of 403(b)
retirement plans for not-for-profit institutions in the United States. At
October 31, 1999, Fidelity had total managed assets of $870.6 billion.
# # #
Fidelity Distributors Corporation, 82 Devonshire Street, Boston, MA 02109
