0001104659-04-041139.txt : 20041223 0001104659-04-041139.hdr.sgml : 20041223 20041223151752 ACCESSION NUMBER: 0001104659-04-041139 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20041223 DATE AS OF CHANGE: 20041223 GROUP MEMBERS: LAMPE,CONWAY & CO.LLC GROUP MEMBERS: LC CAPITAL ADVISORS LLC GROUP MEMBERS: LC CAPITAL INTERNATIONAL LLC GROUP MEMBERS: LC CAPITAL PARTNERS, LP GROUP MEMBERS: RICHARD F. CONWAY GROUP MEMBERS: STEVEN G. LAMPE 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: 041224064 BUSINESS ADDRESS: STREET 1: PERRYVILLE CORPORATE PARK STREET 2: SERVICE ROAD EST 173 CITY: CLINTON STATE: NJ ZIP: 08809 BUSINESS PHONE: 9087304270 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LC CAPITAL MASTER FUND LTD CENTRAL INDEX KEY: 0001222051 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O LAMPE CONWAY & CO LLC STREET 2: 730 FIFTH AVENUE STE 1002 CITY: NEW YORK STATE: NY ZIP: 10019-4105 BUSINESS PHONE: 2125818989 SC 13G 1 a04-15255_2sc13g.htm SC 13G

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

	SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. )*

FOSTER WHEELER LTD.

(Name of Issuer)

Common Shares

(Title of Class of Securities)

365351052

(CUSIP Number)

November 29, 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:

o	Rule 13d-1(b)
ý	Rule 13d-1(c)
o	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).

CUSIP No. 365351052

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) LC Capital Master Fund, Ltd.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0

			6.		Shared Voting Power 3,274,430

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 3,274,430

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,274,430

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 10.1%

	12.	Type of Reporting Person (See Instructions) CO

CUSIP No. 365351052

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) LC Capital Partners, LP

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0

			6.		Shared Voting Power 3,274,430

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 3,274,430

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,274,430

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 10.1%

	12.	Type of Reporting Person (See Instructions) PN, HC

CUSIP No. 365351052

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) LC Capital Advisors LLC

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0

			6.		Shared Voting Power 3,274,430

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 3,274,430

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,274,430

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 10.1%

	12.	Type of Reporting Person (See Instructions) OO, HC

CUSIP No. 365351052

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Lampe, Conway & Co. LLC

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0

			6.		Shared Voting Power 3,560,300

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 3,560,300

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,560,300

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 10.9%

	12.	Type of Reporting Person (See Instructions) OO, IV

CUSIP No. 365351052

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) LC Capital International LLC

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0

			6.		Shared Voting Power 3,274,430

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 3,274,430

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,274,430

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 10.1%

	12.	Type of Reporting Person (See Instructions) OO, IA

CUSIP No. 365351052

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Steven G. Lampe

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o

	3.	SEC Use Only

	4.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0

			6.		Shared Voting Power 3,560,300

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 3,560,300

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,560,300

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 10.9%

	12.	Type of Reporting Person (See Instructions) IN

CUSIP No. 365351052

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Richard F. Conway

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o

	3.	SEC Use Only

	4.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0

			6.		Shared Voting Power 3,560,300

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 3,560,300

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,560,300

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 10.9%

	12.	Type of Reporting Person (See Instructions) IN

Item 1.
	(a)	Name of Issuer
		Foster Wheeler Ltd. (hereinafter, the “Issuer”)

	(b)	Address of Issuer’s Principal Executive Offices
		c/o Foster Wheeler Inc., Perryville Corporate Park, Clinton, NJ 08809-4000

Item 2.
	(a)	Name of Person Filing
		Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, this Schedule 13G is filed on behalf of each of the reporting persons indicated in Item 1 of each of the cover pages of this Schedule 13G. The information required by this paragraph is set forth in Item 1 of each of the cover pages of this Schedule 13G and is incorporated herein by reference.

	(b)	Address of Principal Business Office or, if none, Residence
		The information required by this paragraph is set forth on Annex A attached hereto and is incorporated herein by reference.

	(c)	Citizenship
		The information required by this paragraph is set forth in Item 4 of each of the cover pages of this Schedule 13G and is incorporated herein by reference.

	(d)	Title of Class of Securities
		Common Shares

	(e)	CUSIP Number
		365351052


Item 3.	If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
	(a)	o	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
	(b)	o	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
	(c)	o	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
	(d)	o	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
	(e)	o	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
	(f)	o	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
	(g)	o	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
	(h)	o	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	o	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)	o	Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Not applicable.

Item 4.	Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
	(a)	Amount beneficially owned:
		The information required by this paragraph is set forth in Item 9 of each of the cover pages of this Schedule 13G and is incorporated herein by reference.
		LC Capital Master Fund, Ltd. (the “Master Fund”) has direct beneficial ownership of 3,274,430 shares (the “Master Fund Shares”) of the Issuer’s Common Shares (“Common Shares”).
		LC Capital Partners, LP (“Partners”) may be deemed to control the Master Fund by virtue of Partners’ ownership of approximately 54.31% of the outstanding shares of the Master Fund. Accordingly, Partners may be deemed to have a beneficial interest in the Master Fund Shares. In addition, since LC Capital Advisors LLC (“Advisors”) is the sole general partner of Partners, Advisors may also be deemed to have a beneficial interest in the Master Fund Shares. Each of Partners and Advisors disclaims beneficial ownership of the Master Fund Shares except to the extent of their respective beneficial interests, if any, therein.
		Lampe, Conway & Co. LLC (“LC&C”) acts as investment manager to Partners, the Master Fund and a managed account (the “Managed Account”) pursuant to certain investment management agreements. The Managed Account has direct beneficial ownership of 285,870 Common Shares (the “Managed Account Shares” and, together with the Master Fund Shares, the “Shares”). Since LC&C shares voting and dispositive power over the Shares by virtue of the aforementioned investment management agreements, LC&C may be deemed to have a beneficial interest in the Shares. LC&C disclaims beneficial ownership of the Shares except to the extent of its beneficial interest,

	if any, therein.
	LC Capital International LLC (“International”) acts as investment advisor to the Master Fund pursuant to an investment advisory agreement. Since International shares voting and dispositive power over the Master Fund Shares by virtue of the aforementioned investment advisory agreement, International may be deemed to have a beneficial interest in the Master Fund Shares. International disclaims beneficial ownership of the Master Fund Shares except to the extent of its beneficial interest, if any, therein.
	Steven G. Lampe (“Lampe”) and Richard F. Conway (“Conway”) act as the sole managing members of each of Advisors, LC&C and International and each of Lampe and Conway may be deemed to control each such entity. Accordingly, each of Lampe and Conway may be deemed to have a beneficial interest in the Shares by virtue of Advisors’ indirect deemed control of the Master Fund, LC&C’s power to vote and/or dispose of the Shares and International’s power to vote and/or dispose of the Master Fund Shares. Each of Lampe and Conway disclaims beneficial ownership of the Shares except to the extent of their respective beneficial interests, if any, therein.
(b)	Percent of class:
	The information required by this paragraph is set forth in Item 11 of each of the cover pages of this Schedule 13G and is incorporated herein by reference. Such information is based upon the number of Common Shares, outstanding as of December 9, 2004 as publicly reported by the Issuer. The information in Item 4(a) above is incorporated herein by reference.
(c)	Number of shares as to which the person has:
	(i)	Sole power to vote or to direct the vote The information required by this subparagraph is set forth in Item 5 of each of the cover pages of this Schedule 13G and is incorporated herein by reference. In addition, the information in Item 4(a) above is incorporated herein by reference.
	(ii)	Shared power to vote or to direct the vote The information required by this subparagraph is set forth in Item 6 of each of the cover pages of this Schedule 13G and is incorporated herein by reference. In addition, the information in Item 4(a) above is incorporated herein by reference.
	(iii)	Sole power to dispose or to direct the disposition of The information required by this subparagraph is set forth in Item 7 of each of the cover pages of this Schedule 13G and is incorporated herein by reference. In addition, the information in Item 4(a) above is incorporated herein by reference.

		(iv)	Shared power to dispose or to direct the disposition of The information required by this subparagraph is set forth in Item 8 of each of the cover pages of this Schedule 13G and is incorporated herein by reference. In addition, the information in Item 4(a) above is incorporated herein by reference.

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 o.
Not applicable.
Item 6.	Ownership of More than Five Percent on Behalf of Another Person
The Managed Account has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Managed Account Shares. The Managed Account Shares do not constitute more than five percent of the Issuer’s Common Stock.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
The Master Fund directly acquired all of the Master Fund Shares being reported on by Partners and Advisors. Partners directly holds approximately 54.31% of the outstanding shares of the Master Fund and may be deemed to control the Master Fund. Advisors is the sole general partner of Partners and may also be deemed to control the Master Fund.
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 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.

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: December 23, 2004	LC Capital Master Fund, Ltd.


	By:	/s/ Richard F. Conway
		Name: Richard F. Conway
		Title: Director


Date: December 23, 2004	LC Capital Partners, LP

	By: LC Capital Advisors LLC, its General Partner


	By:	/s/ Richard F. Conway
		Name: Richard F. Conway
		Title: Managing Member

Date: December 23, 2004	LC Capital Advisors LLC


	By:	/s/ Richard F. Conway
		Name: Richard F. Conway
		Title: Managing Member

Date: December 23, 2004	Lampe, Conway & Co. LLC


	By:	/s/ Richard F. Conway
		Name: Richard F. Conway
		Title: Managing Member

Date: December 23, 2004	LC Capital International LLC


	By:	/s/ Richard F. Conway
		Name: Richard F. Conway
		Title: Managing Member

Date: December 23, 2004	/s/ Steven G. Lampe
	Steven G. Lampe


Date December 23, 2004	/s/ Richard F. Conway
	Richard F. Conway

ANNEX A

Address of Principal Business Office or, if none, Residence

LC Capital Master Fund, Ltd.

c/o Trident Fund Services (B.V.I.) Limited

P.O. Box 146

Waterfront Drive

Wickhams Cay

Road Town, Tortola

British Virgin Islands

LC Capital Partners, LP

680 Fifth Avenue, Suite 1202

New York, NY 10019

LC Capital Advisors LLC

680 Fifth Avenue, Suite 1202

New York, NY 10019

Lampe, Conway & Co. LLC

680 Fifth Avenue, Suite 1202

New York, NY 10019

LC Capital International LLC

680 Fifth Avenue, Suite 1202

New York, NY 10019

Steven G. Lampe

680 Fifth Avenue, Suite 1202

New York, NY 10019

Richard F. Conway

680 Fifth Avenue, Suite 1202

New York, NY 10019

EX-1 2 a04-15255_2ex1.htm EX-1

EXHIBIT 1

Agreement of Joint Filing

In accordance with Rule 13d-1(k)(1), promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing on behalf of each of them of a Statement on Schedule 13G, and any amendments thereto, with respect to the Series B Convertible Common Stock of Foster Wheeler Ltd. and that this Agreement may be included as an Exhibit to such filing.

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement.

IN WITNESS WHEREOF, each of the undersigned hereby executes this Agreement as of December 23, 2004.

	LC Capital Master Fund, Ltd.


	By:	/s/ Richard F. Conway
		Name: Richard F. Conway
		Title: Director

	LC Capital Partners, LP

	By: LC Capital Advisors LLC, its General Partner


	By:	/s/ Richard F. Conway
		Name: Richard F. Conway
		Title: Managing Member

	LC Capital Advisors LLC


	By:	/s/ Richard F. Conway
		Name: Richard F. Conway
		Title: Managing Member

	Lampe, Conway & Co. LLC


	By:	/s/ Richard F. Conway
		Name: Richard F. Conway
		Title: Managing Member

	LC Capital International LLC


	By:	/s/ Richard F. Conway
		Name: Richard F. Conway
		Title: Managing Member


	/s/ Steven G. Lampe
	Steven G. Lampe


	/s/ Richard F. Conway
	Richard F. Conway