FORM 8-K EXHIBIT 99
Exhibit 99 Text of registrant's press release dated July 17, 2000
Contact:
For Stone & Webster: For Shaw:
Michael Freitag Christine R. Noel
Kekst and Company The Shaw Group Inc.
(212) 521-4800 (225) 932-2500
FOR IMMEDIATE RELEASE
SALE OF STONE & WEBSTER ASSETS
TO THE SHAW GROUP INC. APPROVED
BOSTON, Massachusetts, July 17, 2000 - Stone & Webster, Incorporated (OTC
Bulletin Board: SWBIQ) today announced that the U.S. Bankruptcy Court for the
District of Delaware approved the sale of substantially all of the Company's
assets to The Shaw Group Inc. (NYSE: SGR) and the transaction was effectively
closed on Friday, July 14, 2000.
The Shaw Group was the successful bidder for Stone & Webster's assets in a sale
proceeding under Chapter 11 of the U.S. Bankruptcy Code. Accordingly, Stone &
Webster's previously announced asset sale agreement with Jacobs Engineering
Group Inc. (NYSE: JEC) has been terminated. The sale produced a topping bid
evaluated at approximately $147 million over the previous Jacobs agreement.
Jacobs received a breakup fee of $10 million.
Under terms of The Shaw Group's successful bid, Shaw acquired substantially all
of the assets and assumed certain liabilities of S&W, for a total purchase price
of approximately $38 million in cash and approximately $105.8 million of Shaw
Common Stock (approximately 2.2 million shares). Shaw also assumed liabilities
with a book value of approximately $450 million and acquired assets with a book
value of approximately $600 million. Shaw has agreed to complete substantially
all of Stone & Webster's contracts for current and future projects.
Stone & Webster filed for court protection under Chapter 11 of the U.S.
Bankruptcy Code on June 2, 2000. As the Company has previously stated, because
the sale of assets is occurring in the context of a pending Chapter 11 case, it
is not possible to determine at the present time what value, if any, will
ultimately be received by Stone & Webster's stockholders. Such a determination
can only be made after substantial resolution of Stone & Webster's Chapter 11
reorganization.
Stone & Webster's Chairman and CEO, H. Kerner Smith, stated "We are pleased that
the value of the Company's assets was maximized through the bid process, and we
believe that the combination with The Shaw Group will provide a strong
competitor in the markets served, and provide opportunities for growth. "
Stone & Webster's common stock is trading as an over-the- counter ("OTC") equity
security under the symbol "SWBIQ." Quotation service is provided by the OTC
Bulletin Board and the National Quotation Bureau, LLC "Pink Sheets." Market
makers are providing orderly trading of the stock. Investors should call their
brokers for daily pricing and volume information.
# # # Forward-Looking
Information The Private Securities Litigation Reform Act of 1995 provides a safe
harbor for forward-looking statements made by or on behalf of the Company. Any
of the statements or comments made in this release that refer to the Company's
estimated or future results are forward looking and reflect the Company's
current analysis of existing trends and information. 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 environments, 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.
