UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0058
Washington, D.C. 20549 Expires: January 31, 2002
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FORM 12b-25 Commission File Number: 1-1228
CUSIP Number: 86157210
NOTIFICATION OF LATE FILING
(Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K
[X] Form 10-Q [ ] Form N-SAR
For the period ended: September 30, 2000
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: _____________
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
................................................................................
PART I - REGISTRANT INFORMATION
Full Name of Registrant STONE & WEBSTER, INCORPORATED
Former name, if applicable N/A
Address of principal executive office
(Street and Number) 245 Summer Street
City, State and Zip Code Boston, MA 02210
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed (check box if appropriate).
| (a) The reasons described in reasonable detail in Part III of this form
| could not be eliminated without unreasonable effort or expense;
[ ] | (b) The subject annual report, semi-annual report, transition report on
| Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof will be
| filed on or before the fifteenth calendar day following the prescibed
| due date; or the subject quarterly report or transition report on
| Form 10-Q, or portion thereof will be filed on or before the fifth
| calendar day following the prescribed due date; and
| (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
| has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period. (Attach extra sheets if needed.)
On 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 (the
"Sale") to The Shaw Group Inc. ("Shaw") pursuant to an Asset Purchase
Agreement dated as of July 14, 2000 by and among the registrant, certain of
its subsidiaries, and Shaw, which was consummated in substantial part on
July 14, 2000.
As of the date of this filing, the registrant is still analyzing the effect
on its financial operations of the Sale, and therefore, the Registrant
remains unable to file its Form 10-Q for the quarter ended June 30, 2000.
As a result, the Registrant is also unable to file its Form 10-Q for the
quarter ended September 30, 2000.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Thomas L. Langford (617) 589-7424
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or
15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter period
that the registrant was required to file such report(s) been filed? If the
answer is no, identify report(s).
[ ] Yes [X] No
Form 10-Q for the quarter ended June 30, 2000
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?
[X] Yes [ ] No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
The filing of voluntary petitions seeking relief under the United
States Bankruptcy laws and the sale of substantially all of the assets
of the registrant have resulted in significant impacts on the
financial condition of the registrant and in the results of operations
for the quarter ended September 30, 2000 to be filed. As a result of
these actions and the adjustments relating to these actions it is
expected that the results of operations for the third quarter of 2000
will reflect a substantial decline compared to the third quarter of
1999.
<PAGE>
STONE & WEBSTER, INCORPORATED
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.
By: /S/ THOMAS L. LANGFORD
-----------------------------------------
Dated: November 16, 2000 Thomas L. Langford
President and Chief Restructuring Officer
