FORM 8-K EXHIBIT 99
Exhibit 99 Text of registrant's press release dated June 2, 2000-
Contacts:
For Stone & Webster:
Michael Freitag/Wendi Kopsick
Kekst and Company
(212) 521-4800
FOR IMMEDIATE RELEASE
STONE & WEBSTER FILES VOLUNTARY CHAPTER 11 PETITION
IN CONJUNCTION WITH JACOBS TRANSACTION
Company's Operations Remain Open; Employees Will Be Paid As Usual
BOSTON, Massachusetts, June 2, 2000 - Stone & Webster, Incorporated (OTC
Bulletin Board: SWBI) today announced that, as previously indicated, in
conjunction with and as a condition to its proposed transactions with Jacobs
Engineering Group Inc. (NYSE: JEC), Stone & Webster has filed a voluntary
petition for reorganization under Chapter 11 of the U.S. Bankruptcy Code. The
Chapter 11 filing, made today in Wilmington, Delaware, provides a constructive
procedure for the Company to maintain operations, protect employees and ordinary
course vendors, seek rapid resolution of value issues and enable a smooth
melding of ongoing operations.
As previously announced, Stone & Webster has signed a definitive sale agreement
with Jacobs regarding a proposed transaction in which Jacobs would acquire
substantially all of Stone & Webster's assets in exchange for $150 million in
cash and stock and the assumption of substantially all of the Company's
liabilities shown on its March 31, 2000 balance sheet, standby letters of
credit, and its liabilities under a new credit facility entered into on May 9,
2000 pursuant to which up to $50 million of credit is being made available to
the Company. The $50 million credit facility with Jacobs, which is now in
effect, is intended to enable Stone & Webster to operate its businesses until
the asset sale is consummated.
Stone & Webster fully expects to continue operating its businesses in the normal
course during the Chapter 11 process. The Company's operations have remained
functional and its employees are expected to transition smoothly into the Jacobs
organization.
As Stone & Webster has previously stated, because the proposed sale of assets
will occur 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 the
completion of the competitive bid process provided for under Chapter 11,
consummation of the asset sale transaction, and the substantial resolution of
Stone & Webster's Chapter 11 case.
Stone & Webster's common stock is trading as an over-the-counter ("OTC") equity
security under the symbol "SWBI." 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.
Stone & Webster is a global leader in engineering, construction and consulting
services for power, process/industrial and environmental/infrastructure markets.
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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.
