-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Eml0C1hIAfedCkqBhFHSIFNWvOchCZXKBEhodS90/xXeUboXgVNaTK7lqdlG7dzG fVlIgJA7sMmdHWBKzOgWqA== 0001080171-04-000017.txt : 20041005 0001080171-04-000017.hdr.sgml : 20041005 20041005120556 ACCESSION NUMBER: 0001080171-04-000017 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20041005 DATE AS OF CHANGE: 20041005 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ARISTEIA CAPITAL LLC CENTRAL INDEX KEY: 0001080171 IRS NUMBER: 133953132 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 277 PARK AVE STREET 2: 27TH FL CITY: NEW YORK STATE: NY ZIP: 10172 BUSINESS PHONE: 2123504062 FORMER COMPANY: FORMER CONFORMED NAME: ARISTEIA ADVISORS LLC DATE OF NAME CHANGE: 19990226 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FOSTER WHEELER LTD CENTRAL INDEX KEY: 0001130385 STANDARD INDUSTRIAL CLASSIFICATION: HEAVY CONSTRUCTION OTHER THAN BUILDING CONST - CONTRACTORS [1600] IRS NUMBER: 223802649 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-61743 FILM NUMBER: 041064940 BUSINESS ADDRESS: STREET 1: PERRYVILLE CORPORATE PARK STREET 2: SERVICE ROAD EST 173 CITY: CLINTON STATE: NJ ZIP: 08809 BUSINESS PHONE: 9087304270 SC 13G 1 fwcpreferred13gtextpad.txt FWCPREFERRED13GSUBMISSION SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) FOSTER WHEELER LTD (Name of Issuer) Series B Convertible Preferred Shares (Title of Class of Securities) 35024P201 (CUSIP Number) September 24, 2004 (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 persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on 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). CUSIP No. 35024P201 13G 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Aristeia Capital, LLC 13-3953132 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER 33,380 6 SHARED VOTING POWER 0 7 SOLE DISPOSITIVE POWER 33,380 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 33,380 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.54% 12 TYPE OF REPORTING PERSON* IA, PN *SEE INSTRUCTIONS BEFORE FILLING OUT SCHEDULE 13G Item 1(a) Name of Issuer. Foster Wheeler, Ltd. Item 1(b) Address of Issuers Principal Executive Offices. Perryville Corporate Park Clinton, New Jersey 08809-4000 Item 2(a) Name of Person Filing. This Schedule 13G (the "Schedule 13G") is being filed on behalf of each of the following persons (each a "Reporting Person"): (i) Aristeia Capital, LLC The Schedule 13G relates to Shares (as defined herein) of preferred stock of the Issuer held for the accounts of Aristeia Capital, LLC. Item 2(b) Address of Principal Business Office, or, if none, Residence. 381 Fifth Avenue, 6th Floor New York, NY 10016 Item 2(c) Citizenship or Place of Organization. (i) Aristeia Capital, LLC is a Delaware limited liability company. Item 2(d) Title of Class of Securities. Series B Convertible Preferred (the "Shares"). Item 2(e) CUSIP Number. 35024P201 Item 3 If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a: (a) Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b) Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). (c) Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). (d) Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) An investment advisor in accordance with section 240.13d-1 (b)(1)(ii)(E). (f) An employee benefit plan or endowment fund in accordance with section 240.13d-1(b)(1)(ii)(F). (g) A parent holding company or control person in accordance with section 240.13d-1(b)(1)(ii)(G). (h) A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). (i) A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). (j) Group, in accordance with section 240.13d-1(b) (1)(ii)(J). Item 4 Ownership. Ownership as of September 24, 2004 is incorporated by reference to items (5) (9) and (11) of the cover page of the Reporting Person. 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. Not Applicable. 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 each of the Reporting Persons certifies that, to the best of such person's 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. Exhibits Not Applicable. 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: October 5, 2004 ARISTEIA CAPITAL, LLC By: Aristeia Capital, LLC., By: /s/ Robert H. Lynch, Jr. Name: Robert H. Lynch, Jr. Title: Managing Member -----END PRIVACY-ENHANCED MESSAGE-----