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)..........May 22, 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 Number)
of incorporation)
245 Summer Street, Boston, MA 02210
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (617) 589-5111
<PAGE>
Item 5. Other Events.
The text of registrant's press release dated May 22, 2000, announcing that
the Company's stock is trading as an over-the-counter equity security under the
symbol "SWBI" is included in Exhibit 99 to this Form 8-K and is incorporated
herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
Exhibits
(99) Text of registrant's press release dated May 22, 2000
<PAGE>
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
Executive Vice President
and Chief Financial Officer
Date: May 23, 2000
<PAGE>
FORM 8-K EXHIBIT 99
Exhibit 99 Text of registrant's press release dated May 22, 2000-
Contacts:
Michael Freitag/Wendi Kopsick
Kekst and Company
(212) 521-4800
FOR IMMEDIATE RELEASE
STONE & WEBSTER COMMON STOCK TRADING
ON OTC BULLETIN BOARD AND NQB "PINK SHEETS"
BOSTON, Massachusetts, May 22, 2000 - Stone & Webster, Incorporated (OTC
Bulletin Board: SWBI) today announced that the Company's 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.
As previously announced on May 8, 2000, Stone & Webster has signed a letter of
intent with Jacobs Engineering Group Inc. (NYSE: JEC) regarding a proposed
transaction pursuant to which Jacobs would acquire substantially all of Stone &
Webster's assets in exchange for $150.0 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 entered into on May 9, 2000 pursuant to which up to $50.0
million of credit is being made available to the Company. The $50.0 million
credit facility is intended to enable the Company to address its current
liquidity difficulties and continue to operate its business until the asset sale
is consummated. In addition, in conjunction with and as a condition to these
proposed transactions with Jacobs, Stone & Webster intends to file a voluntary
petition for reorganization under Chapter 11 of the U.S. Bankruptcy Code after
it signs a definitive sale agreement with Jacobs, which is expected to occur
later this month. Subsequent to making these announcements, Stone & Webster was
notified by the New York Stock Exchange that it had suspended trading in the
Company's common stock and would apply to the Securities and Exchange Commission
to delist the stock.
Stone & Webster fully expects to continue operating its businesses in the normal
course both before and during the Chapter 11 process. The Company and Jacobs
have had discussions with many Stone & Webster clients about continuing their
work without interruption. The Company's operations have remained functional and
its employees are expected to transition smoothly into the Jacobs organization.
As Stone & Webster has previously stated, because the proposed sale of assets is
expected to 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 negotiation of a definitive sale agreement, 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
contemplated Chapter 11 case.
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.
