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: June 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: _____________
READ INSTRUCTION (ON BACK PAGE) BEFORE PREPARING FORM. PLEASE PRINT OR TYPE.
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.)
As reported in registrant's Form 8-K dated June 6, 2000, 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 to The Shaw Group
Inc. ("Shaw") pursuant to an Asset Purchase Agreement dated as of July 14,
2000 (the "Asset Purchase Agreement") by and among the registrant, certain
of its subsidiaries, and Shaw, which was consummated in substantial part on
July 14, 2000. The Asset Purchase Agreement was filed as Exhibit (2) to the
registrant's Form 8-K dated July 21, 2000.
The registrant's voluntary filing and the transactions contemplated by the
Asset Purchase Agreement, including the post-closing adjustment of the
purchase price, will result in changes to the Notes to the Consolidated
Financial Statements and the Management's Discussion and Analysis of
Financial Condition and Results of Operations, including specifically the
discussion of the financial condition of the registrant required in the
registrant's Form 10-Q for the quarter ended June 30, 2000, which the
registrant has been unable to fully assimilate at this time. The registrant
expects that, assuming the prior determination of the post-closing purchase
price adjustment under the Asset Purchase Agreement and the passage of the
Claims Bar Date determined by the Bankruptcy Court, it will file its Form
10-Q for the quarter ended June 30, 2000 in late September 2000, and will
more accurately reflect the status of the registrant's financial condition.
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).
[X] Yes [ ] No
(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.
As discussed in Part III above, 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 from the
corresponding period for the last fiscal year to be reflected in the financial
statements to be included in the Form 10-Q for the quarter ended June 30, 2000
to be filed. As a result of these actions and the adjustments relating to these
actions as described above in Part II, it is expected that the results of
operations for the second quarter of 2000 will reflect a substantial decline
compared to the second 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: August 15, 2000 Thomas L. Langford
President and Chief Restructuring Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (see 18 U.S.C. 1001).
