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 Jacobs Engineering Group, Inc.:
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John W. Prosser, Jr.
Jacobs Engineering Group, Inc.
(626) 578-6803
FOR IMMEDIATE RELEASE
STONE & WEBSTER SIGNS DEFINITIVE AGREEMENT
TO SELL SUBSTANTIALLY ALL OF ITS ASSETS
TO JACOBS ENGINEERING GROUP
BOSTON, Massachusetts, June 2, 2000 - Stone & Webster, Incorporated (OTC
Bulletin Board: SWBI) today announced that it has signed a definitive sale
agreement with Jacobs Engineering Group Inc. (NYSE: JEC) 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 with Jacobs 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, which is now in effect, is intended to enable Stone & Webster to
operate its businesses until the asset sale is consummated.
As previously indicated, in conjunction with and as a condition to the proposed
transaction with Jacobs, Stone & Webster will be seeking bankruptcy court
approval of the asset sale and credit agreement. Stone & Webster fully expects
to continue operating its businesses in the normal course during the
reorganization process. The Company's operations have remained functional and
its employees are expected to transition smoothly into the Jacobs organization.
H. Kerner Smith, Chairman, President and Chief Executive Officer of Stone &
Webster, said, "We are very pleased to reach a definitive sale agreement with
Jacobs Engineering Group, which is an important step in the planned combination
of our operations and people. We continue to believe that this transaction, as
well as the contemplated voluntary court filing, are in the best interest of all
of Stone & Webster's constituencies, including its employees, shareholders,
clients, suppliers and lenders. We hope to move forward with the reorganization
as quickly as possible."
The proposed transaction is subject to approval under the Hart-Scott-Rodino Act,
confirmation of the Company's plan of reorganization by the U.S. Bankruptcy
Court, completion of due diligence by Jacobs and other customary conditions. 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.
Jacobs Engineering Group Inc. is one of the world's largest providers of
professional technical services. With annual revenues exceeding $3 billion,
Jacobs offers full-spectrum support to industrial, commercial, and government
clients in diverse markets. Services include scientific and specialty consulting
as well as all aspects of project execution and operations and maintenance.
Stone & Webster is a global leader in engineering, construction and consulting
services for power, process/industrial and environmental/infrastructure markets.
# # #
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.
