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 12, 2000
STONE & WEBSTER, INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 1-1228 13-5416910
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) 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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Item 5. Other Events.
As reported in registrant's Form 8-K dated June 2, 2000, registrant and certain
of its subsidiaries filed voluntary petitions seeking relief under chapter 11 of
title 11 of the United States Code with the United States Bankruptcy Court for
the District of Delaware (the "Bankruptcy Court"). As reported in registrant's
Form 8-K dated July 21, 2000, by Sale Order dated July 13, 2000, the Bankruptcy
Court approved the sale of substantially all of the assets of the registrant to
The Shaw Group Inc. ("Shaw") pursuant to an Asset Purchase Agreement dated as of
July 14, 2000 (the "Asset Purchase Agreement") by and among the registrant,
certain of its subsidiaries, and Shaw, which was consummated in substantial part
on July 14, 2000. The Asset Purchase Agreement was filed as Exhibit (2) to the
registrant's Form 8-K dated July 21, 2000.
The registrant's voluntary filing and the transactions contemplated by the Asset
Purchase Agreement, including the post-closing adjustment of the purchase price,
will result in changes to the Notes to the Consolidated Financial Statements and
the Management's Discussion and Analysis of Financial Condition and Results of
Operations, including specifically the discussion of the financial condition of
the registrant required in the registrant's Form 10-Q for the quarter ended June
30, 2000, which the registrant has been unable to fully assimilate at this time.
The Registrant had reported in the Form 12b-25 that it anticipated filing Form
10-Q for the quarter ended June 30, 2000 in late September; it is now
anticipated that the registrant will file its Form 10-Q for the quarter ended
June 30, 2000 in November 2000, and will more accurately reflect the status of
the registrant's financial condition.
On October 5, 2000, registrant and certain of its subsidiaries entered into a
purchase agreement with Merrill, Lynch & Co., Credit Suisse First Boston
Corporation and others (the "Underwriters") pursuant to which registrant and
such subsidiaries agreed to sell to the Underwriters 2,181,331 shares of common
stock of Shaw received in connection with the Asset Purchase Agreement for a net
price of $60.325 per share. The transaction is expected to close on October 12,
2000.
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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
President and Chief Restructuring Officer
Date: October 12, 2000
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