FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 11/13/2014 |
3. Issuer Name and Ticker or Trading Symbol
FOSTER WHEELER AG [ FWLT ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Registered Shares, par value CHF 3 per share | 99,164,451(1) | I | By AMEC International Investments BV(2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Reflects shares exchanged in an exchange offer that expired at 11:59 p.m. New York City time on November 12, 2014 (4:59 a.m. London time on November 13, 2014; 5:59 a.m. Zug time on November 13, 2014). This includes 3,768,740 shares subject to notices of guaranteed delivery that were not validly delivered. Notwithstanding the foregoing, AMEC International Investments BV (the "Purchaser") reserves its rights fully under the terms of the exchange offer, including the terms of the notice of guaranteed delivery, to acquire such shares. |
2. The shares are beneficially held by the Purchaser. The Purchaser is a direct wholly-owned subsidiary of Amec Foster Wheeler plc (the "Parent") and is the beneficial owner of the shares purchased in the exchange offer. The shares may also be deemed to be indirectly beneficially owned by the Parent. |
/s/ Alison Yapp, General Counsel & Company Secretary, on behalf of Amec Foster Wheeler plc | 11/21/2014 | |
/s/ Alan Dick, director, on behalf of AMEC International Investments BV | 11/21/2014 | |
/s/ Gert Stam, director, on behalf of AMEC International Investments BV | 11/21/2014 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |