UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) (c) AND (d) AND
AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(b)
(Amendment No. )*
Stone & Webster, Incorporated
(Name of Issuer)
Common Stock
(Title of Class of Securities)
86157210
(CUSIP Number)
December 31, 1999
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
/x/ Rule 13d-1(b)
/_/ 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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CUSIP No. 86157210 13G Page 2 of 6
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1. Name of reporting person, I.R.S. Identification No. of above person
(entities only)
Committee under the Employee Retirement Plan of Stone & Webster,
Incorporated and Participating Subsidiaries.
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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
Massachusetts
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5. Sole Voting Power
Number of 1,079,800
Shares ----------------------------------
Beneficially 6. Shared Voting Power
owned by None
each ----------------------------------
reporting 7. Sole Dispositive Power
person 1,079,800
with ----------------------------------
8. Shared Dispositive Power
None
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9. Aggregate amount beneficially owned by each reporting person
1,079,800 (See Note A of attached Schedule 13G)
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10. Check box if the aggregate amount in row (9) excludes certain shares*
( )
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11. Percent of class represented by amount in row 9
Approximately 7.6%
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CUSIP No. 86157210 13G Page 3 of 6
12. Type of reporting person*
OO
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*See instructions before filling out!
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CUSIP No. 86157210 13G Page 4 of 6
SCHEDULE 13G
Item 1(a). Name of Issuer:
Stone & Webster, Incorporated
Item 1(b). Address of Issuer's Principal Executive Offices:
245 Summer Street, Boston, Massachusetts 02210
Item 2(a). Name of Person Filing:
Committee under the Employee Retirement Plan of Stone &
Webster, Incorporated and Participating Subsidiaries
Item 2(b). Address or Principal Business Office or, if None, Residence:
245 Summer Street, Boston, Massachusetts 02110
Item 2(c). Citizenship:
Not applicable
Item 2(d). Title of Class of Securities:
Common Stock, $1.00 par value per share ("Common Stock")
Item 2(e). CUSIP Number:
86157210
Item 3. This statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) and
the person filing is the committee administering:
(f) [x] an employee benefit plan which is subject to the
provisions of the Employee Retirement Income Security
Act of 1974, as amended.
Item 4. Ownership
(a) Amount Beneficially Owned: 1,079,800 at December 31, 1999
(see Note A)
(b) Percent of Class: 7.6%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
1,079,800
(ii) shared power to vote or to direct the vote:
None
(iii) sole power to dispose or to direct the disposition of:
1,079,800
(iv) shared power to dispose or to direct the disposition
of:
None
The Committee administers the Employee Retirement Plan of Stone &
Webster, Incorporated and Participating Subsidiaries, makes
recommendations to the Board with respect to proposed amendments
to the plan, reviews the performance of the investment managers,
trustee and other fiduciaries of the plan and reports to the
Board of Directors thereon, considers allocation and
diversification of plan assets, and reviews tax-qualified
employee benefit plan audits and reports. Pursuant to the
Employee Retirement Plan, the Committee directs the voting of
shares of Common Stock of the Corporation held in that plan.
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CUSIP No. 86157210 13G Page 4 of 6
Note A: The filing of this statement shall not be construed as an
admission that the undersigned is, for the purposes of Sections
13(d) or 13(g) of the Securities Exchange Act of 1934, the
beneficial owner of the securities covered by this statement.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
The trustee under the Employee Retirement Plan of Stone &
Webster, Incorporated and Participating Subsidiaries, for
the benefit of Participants under the Plan, has the right to
receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, the Common Stock of
Stone & Webster, Incorporated to which this report relates.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired
and are held in the ordinary course of business and 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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CUSIP No. 86157210 13G Page 6 of 6
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: February 10, 2000
Committee under the Employee Retirement Plan
of Stone & Webster, Incorporated and Participating Subsidiaries
By: /s/ JAMES P. JONES
-----------------------------------------
James P. Jones
Secretary
