0001144204-14-068066.txt : 20141114 0001144204-14-068066.hdr.sgml : 20141114 20141114062305 ACCESSION NUMBER: 0001144204-14-068066 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20141113 FILED AS OF DATE: 20141114 DATE AS OF CHANGE: 20141114 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: FOSTER WHEELER AG CENTRAL INDEX KEY: 0001130385 STANDARD INDUSTRIAL CLASSIFICATION: HEAVY CONSTRUCTION OTHER THAN BUILDING CONST - CONTRACTORS [1600] IRS NUMBER: 223802649 STATE OF INCORPORATION: V8 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: SHINFIELD PARK CITY: READING BERKSHIRE STATE: X0 ZIP: RG2 9FW BUSINESS PHONE: 9087304000 MAIL ADDRESS: STREET 1: 53 FRONTAGE ROAD CITY: HAMPTON STATE: NJ ZIP: 08827 FORMER COMPANY: FORMER CONFORMED NAME: FOSTER WHEELER LTD DATE OF NAME CHANGE: 20001221 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Wood Lisa Zardet CENTRAL INDEX KEY: 0001404516 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31305 FILM NUMBER: 141220374 MAIL ADDRESS: STREET 1: C/O FOSTER WHEELER LTD. STREET 2: PERRYVILLE CORPORATE PARK CITY: CLINTON STATE: NJ ZIP: 08809 4 1 v394200_4.xml OWNERSHIP DOCUMENT X0306 4 2014-11-13 0 0001130385 FOSTER WHEELER AG FWLT 0001404516 Wood Lisa Zardet C/O FOSTER WHEELER INC. 53 FRONTAGE ROAD HAMPTON NJ 08827 0 1 0 0 Vice President and Controller Common Registered Shares 2014-11-13 4 U 0 9637.00 D 0.00 D Employee Stock Option (Right to Buy) 23.25 2014-11-13 4 U 0 2332.00 D 2013-03-08 2019-03-08 Common Registered Shares 2332.00 0.00 D Restricted Stock Units (Right to Acquire) 2014-11-13 4 U 0 1375.00 D 2013-03-08 2015-03-08 Common Registered Shares 1375.00 0.00 D Restricted Stock Units (Right to Acquire) 2014-11-13 4 U 0 3770.00 D 2014-03-08 2016-03-08 Common Registered Shares 3770.00 0.00 D Restricted Stock Units (Right to Acquire) 2014-11-13 4 U 0 3720.00 D 2015-03-08 2017-03-08 Common Registered Shares 3720.00 0.00 D Restricted Stock Units (with Performance Goals) 2014-11-13 4 U 0 6193.00 D Common Registered Shares 6193.00 0.00 D The reporting person received (as per such person's election) for each common registered share of Foster Wheeler AG tendered to AMEC plc ("AMEC"): (i) $32.00 in cash or (ii) 1.7996 AMEC securities, in the form of AMEC ordinary shares, par value (pound)0.50 per share ("AMEC Shares"), or American Depositary Shares representing such number of AMEC Shares ("AMEC ADSs"), subject in each case to proration and less any taxes required to be withheld. Granted on March 8, 2012 pursuant to Foster Wheeler AG Omnibus Plan (the "Plan"). Options were to fully vest on March 8, 2015 and expire on March 8, 2019. Pursuant to the Implementation Agreement by and between Foster Wheeler AG and AMEC, dated February 13, 2014 (as amended from time to time, the "Implementation Agreement") the unvested employee stock options fully vested on the Offer Closing, as defined in the Implementation Agreement. In accordance with the Implementation Agreement this derivative security was satisfied by the delivery of a cash payment calculated by multiplying the number of underlying common registered shares by $31.14 (the Foster Wheeler AG ("FWAG") closing price the day before the tender offer closing), minus the exercise price and applicable withholding taxes. 1-for-1. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common registered shares. Granted on March 8, 2012 pursuant to the Plan. Restricted stock units were to fully vest on March 8, 2015. Pursuant to the Implementation Agreement, the unvested restricted stock units fully vested on the Offer Closing, as defined in the Implementation Agreement. In accordance with the Implementation Agreement, this derivative security was satisfied by the delivery of a cash payment calculated by multiplying the number of underlying common registered shares by $31.14 (the Foster Wheeler AG closing price the day before the tender offer closing), minus applicable withholding taxes. Granted on March 8, 2013 pursuant to the Plan. Restricted stock units were to vest as to one-half of the shares on March 8, 2015 and the remaining one-half of the shares on March 8, 2016. This derivative security was replaced with a restricted stock unit award for AMEC Shares in accordance with the exchange ratio set forth in the Implementation Agreement, which will vest as to one-half of the shares on March 8, 2015 and the remaining one-half of the shares on March 8, 2016. Upon vesting, AMEC Shares will be issued on a one-for-one basis. Granted on March 5, 2014 pursuant to the Foster Wheeler AG Omnibus Incentive Plan. Restricted stock units were to vest as to one-third of the shares on March 8, 2015, one-third of the shares on March 8, 2016 and the remaining one-third of the shares on March 8, 2017. This derivative security was replaced with a restricted stock unit award for AMEC Shares in accordance with the exchange ratio set forth in the Implementation Agreement, which will vest as to one-third of the shares on March 8, 2015, one-third of the shares on March 8, 2016 and the remaining one-third of the shares on March 8, 2017. Upon vesting, AMEC Shares will be issued on a one-for-one basis. Granted on March 8, 2012 pursuant to the Plan. Restricted stock units were to vest if and to the extent Foster Wheeler AG's Compensation and Executive Development ("COED") Committee determined that applicable performance goals were met on the later of March 8, 2015 and when such performance goals were certified. Pursuant to the Implementation Agreement, the applicable unvested restricted stock units vested on the Offer Closing, as defined in the Implementation Agreement, to the extent that the Foster Wheeler AG COED Committee determined that the applicable performance goals had been achieved as at the last practicable measurement date prior to the Offer Closing, as defined in the Implementation Agreement. In accordance with the Implementation Agreement, the Foster Wheeler AG COED Committee determined that, as of the last practicable measurement date prior to the Offer Closing as defined in the Implementation Agreement, the applicable performance goals had been achieved as to the number of shares reported on this report. These shares were satisfied by the delivery of a cash payment calculated by multiplying the number of underlying common registered shares by $31.14 (the Foster Wheeler AG closing price the day before the tender offer closing), minus applicable withholding taxes. /s/ John A. Doyle Jr., by Power of Atty. 2014-11-14