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 14, 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
<PAGE>
Form 8-K 2 Stone & Webster, Incorporated
Item 5. Other Events.
The text of registrant's press release dated December 16, 1999, relating to
the sale of one million shares of the registrant's common stock held in its
treasury to the Employee Retirement Plan of Stone & Webster, Incorporated and
Participating Subsidiaries, is included in Exhibit 99 to this Form 8-K and is
incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
99 Text of registrant's press release dated December 16, 1999
<PAGE>
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
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Thomas L. Langford
Executive Vice President
and Chief Financial Officer
Date: December 17, 1999
Exhibit 99 Text of registrant's press release dated December 16, 1999 -
For Immediate Release
Contact: Thomas L. Langford
Executive Vice President
(617) 589-7424
STONE & WEBSTER SELLS STOCK TO EMPLOYEE RETIREMENT PLAN
Boston, Massachusetts, December 16, 1999 - Stone & Webster, Incorporated
announced today that it sold one million shares of its Common Stock from its
treasury to the Employee Retirement Plan of Stone & Webster, Incorporated and
Participating Subsidiaries (the "Retirement Plan"). The purchase price, which
was based on recent market prices for the Common Stock and discounted to reflect
a block transaction, was determined to be fair to the Retirement Plan in a
fairness opinion delivered to the Trustee under the Retirement Plan by the
independent firm of Houlihan Lokey Howard & Zukin Financial Advisors, Inc.
The Board of Directors of the Company had previously authorized the Trustee
to make purchases of Common Stock in market transactions, and between August and
October, 1999, the Retirement Plan had acquired a total of 79,800 shares in
purchases made on the market. At its meeting on December 14, 1999, the Board
determined that this sale of Common Stock was in the interest of both the
Company's shareholders and the Retirement Plan.
As a result of this transaction, Stone & Webster, Incorporated will receive
in excess of $15 million in new capital, which it will use for general corporate
purposes.
Stone & Webster has recently completed its FY2000 Operating Plan and its
Board of Directors reviewed and approved the Plan in concert with its decision
to release the additional shares. The Company's management believes that
operating results for FY2000 will meet current analyst expectations after the
dilution resulting from the additional shares.
Stone & Webster is a global leader in engineering, construction and
consulting services for power, process, environmental, infrastructure and
industrial markets.
Safe Harbor statement under the Private Securities Litigation Reform Act of
1995: Any forward-looking statements made in this release represent management's
best judgment as to what may occur in the future. The Company cautions that a
variety of factors, including but not limited to the following, could cause
business conditions and results to differ materially from what is contained in
forward-looking statements: changes in the rate of economic growth in the United
States and other major international economies, changes in investment by the
energy, power and environmental industries, the uncertain timing of awards and
contracts, changes in regulatory environment, changes in project schedules,
changes in trade, monetary and fiscal policies world-wide, currency
fluctuations, outcomes of pending and future litigation, protection and validity
of patents and other intellectual property rights, increasing competition by
foreign and domestic companies and other risks detailed from time to time in the
Company's filings with the Securities and Exchange Commission. The Company
undertakes no obligation to publicly release any revisions to the
forward-looking statements or reflect events or circumstances after the date of
this document.
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