UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0145
Washington, D.C. 20549 Expires: November 30, 1999
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
The Shaw Group Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
820280105
(CUSIP Number)
July 14, 2000
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[x ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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1. Name of reporting person, I.R.S. Identification No. of above person
(entities only)
Stone & Webster, Incorporated (Debtor-in-Possession), 13-5416910
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2. Check the appropriate box if a member of a group
(a) ( )
(b) ( )
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3. SEC use only
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4. Citizenship or place of organization
Delaware
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5. Sole Voting Power
Number of 1,606,248
Shares ----------------------------------
Beneficially 6. Shared Voting Power
owned by 625,525
each ----------------------------------
reporting 7. Sole Dispositive Power
person 1,606,248
with ----------------------------------
8. Shared Dispositive Power
625,525
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9. Aggregate amount beneficially owned by each reporting person
2,231,773 shares
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10. Check box if the aggregate amount in row (9) excludes certain shares (see
instructions)
( )
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11. Percent of class represented by amount in row 9
Approximately 12.7%
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12. Type of reporting person (see instructions)
CO
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Item 1(a). Name of Issuer:
The Shaw Group Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
8545 United Plaza Boulevard, Baton Rouge, LA 70809
Item 2(a). Name of Person Filing:
Stone & Webster, Incorporated (Debtor-in-Possession) (the
"registrant")
Item 2(b). Address or Principal Business Office or, if None, Residence:
245 Summer Street, Boston, Massachusetts 02210
Item 2(c). Citizenship:
Delaware
Item 2(d). Title of Class of Securities:
Common Stock, $1.00 par value
Item 2(e). CUSIP Number:
820280105
Item 3. This statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or
(c), check whether the person filing is a:
(a) [ ] Broker or Dealer registered under Section 15 of the Act
(b) [ ] Bank as defined in Section 3(a) of the Act
(c) [ ] Insurance Company as defined in Section 3(a)(19) of the
Act
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act
(e) [ ] Investment Advisor registered under Section 203 of the
Investment Advisors Act of 1940
(f) [ ] Employee Benefit Plan, Pension Fund which is subject to
the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund; see Rule
13d-1(b)(1)(ii)(F).
(g) [ ] Parent Holding Company, in accordance with Rule 13d-1(b)
(ii)(G) (note: see Item 7)
(h) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(H)
Item 4. Ownership
(a) Amount Beneficially Owned: 2,231,773 shares
(b) Percent of Class: 12.7%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
1,606,248
(ii) shared power to vote or to direct the vote:
625,525
(iii) sole power to dispose or to direct the disposition of:
1,606,248
(iv) shared power to dispose or to direct the disposition of:
625,525
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following. [ ]
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Except as set forth in Item 7, to the best knowledge of the
registrant, no other person is known to have the right to receive
or the power to direct the receipt of dividends from, or the
proceeds from the sale of, such securities.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported by the Parent Holding Company or
Control Persons.
Of the 2,231,773 shares beneficially owned by registrant,
369,837 shares are owned by Stone & Webster Group, Limited, the
registrant's wholly-owned U.K. subsidiary and 255,688 shares are
owned by Stone & Webster Canada Limited, the registrant's
wholly-owned Canadian subsidiary.
Item 8. Identification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of a Group.
Not applicable.
Item 10. Certifications.
By signing below, I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired and
are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: August 14, 2000 /S/ THOMAS L. LANGFORD
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Thomas L. Langford
President and Chief Restructuring Officer
