-----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, G8u8qr/bHqBPP8sqDB5tWNvaaoL1sz3jjXPiv7o73ah0Qg1gZp93k1Izica8VXAG XUauk7HIT4ukQTprlnJPtQ== 0000950172-04-000150.txt : 20040121 0000950172-04-000150.hdr.sgml : 20040121 20040121140558 ACCESSION NUMBER: 0000950172-04-000150 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20040116 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040121 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STONE & WEBSTER INC CENTRAL INDEX KEY: 0000094601 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING SERVICES [8711] IRS NUMBER: 135416910 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-01228 FILM NUMBER: 04534707 BUSINESS ADDRESS: STREET 1: 245 SUMMER ST CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 6175895111 MAIL ADDRESS: STREET 1: 245 SUMMER STREET CITY: BOSTON STATE: MA ZIP: 02210 8-K 1 wil369310.txt 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 January 16, 2004 -------------------------------------------------------------- Date of report (Date of earliest event reported) STONE & WEBSTER, INCORPORATED ------------------------------------------------------ (Exact Name of Registrant as Specified in Charter) Delaware 1-1228 13-5416910 --------------- ------------- ----------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 45 Milk Street, Boston, Massachusetts 02109 - ------------------------------------------------------ ------------------- (Address of principal executive offices) (zip code) (617) 778-7369 -------------------------------------------------------------- (Registrant's telephone number, including area code) ------------------------------------------------------------------ (Former Name or Former Address, if Changed Since Last Report) Item 9. Regulation FD Disclosure. As previously reported to the Securities and Exchange Commission, on June 2, 2000, Stone & Webster, Incorporated (the "Company"), and certain of its direct and indirect subsidiaries and affiliates (the "Subsidiaries", and together with the Company, the "Debtors"), each filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code, 11 U.S.C. ss.ss. 101-1330 (the "Bankruptcy Code"). The filings were made in the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court"). On August 12, 2003, the Company and Stone & Webster Engineers and Constructors, Inc., a Subsidiary of the Company ("SWE&C"), and certain of their respective Debtor Subsidiaries, filed with the Bankruptcy Court: (i) the Third Amended Joint Plan of Reorganization (the "Amended Plan"), supported and co- proposed by the Official Committee of Unsecured Creditors, Federal Insurance Company, Maine Yankee Atomic Power Company, and the Official Committee of Equity Security Holders which sets forth how claims against and interests in the Debtors will be treated and (ii) the related Disclosure Statement with respect to the Amended Plan (the "Amended Disclosure Statement") which describes the Debtors' history, significant events occurring in the Debtors' chapter 11 cases and a summary and analysis of the Amended Plan. On January 16, 2004, the Bankruptcy Court entered an order confirming the Amended Plan. The Amended Plan is expected to become effective by February 6, 2004. A copy of the press release issued by the Company and SWE&C on January 16, 2004 regarding the confirmation of the Amended Plan is attached hereto as Exhibit 99.1 and incorporated by reference herein. Copies of the Amended Plan and the Amended Disclosure Statement may be viewed at the Bankruptcy Court's web site at www.deb.uscourts.gov and copies of the Amended Plan, the Amended Disclosure Statement and the press release may be viewed at the Company's web site at www.stonewebinc.com. This Current Report on Form 8-K (including the exhibit hereto) will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD. The press release filed as an exhibit hereto may contain certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The Debtors assume no obligations to update or revise any such forward-looking statements. Such statements could be subject to risk and uncertainty that exist in the bankruptcy process that could render actual outcomes and results materially different from those predicted. Item 7(c). Financial Statements and Exhibits. (c) Exhibits: Number Description ------ ----------- 99.1 Press release issued on January 16, 2004 regarding the confirmation of the Third Amended Joint Plan of Reorganization. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. STONE & WEBSTER, INCORPORATED By: /s/ James P. Carroll ------------------------------------------- James P. Carroll President and Chief Restructuring Officer Date: January 16, 2004 INDEX TO EXHIBITS Number Description ------ ----------- 99.1 Press release issued on January 16, 2004 regarding the confirmation of the Third Amended Joint Plan of Reorganization. Exhibit 99.1 ------------ FOR IMMEDIATE RELEASE FRIDAY, JANUARY 16, 2004 CONTACT: James P. Carroll Stone & Webster, Incorporated Stone & Webster Engineers and Constructors, Inc. 45 Milk Street Boston, Massachusetts 02109 (617) 778-7369 COURT APPROVES STONE & WEBSTER AMENDED JOINT PLAN OF REORGANIZATION BOSTON, MASSACHUSETTS, JANUARY 16, 2004 - Stone & Webster, Incorporated (OTC: SWBIQ.PK) and Stone & Webster Engineers and Constructors, Inc. announced that the Third Amended Joint Plan of Reorganization was confirmed today by the United States Bankruptcy Court for the District of Delaware. The Amended Plan, which had the support of Federal Insurance Company and Maine Yankee Atomic Power Company, the companies' two largest unsecured creditors, as well as the Official Committee of Unsecured Creditors and the Official Committee of Equity Holders, provides for the creation of separate consolidated estates for Stone & Webster, Incorporated and certain of its debtor subsidiaries and Stone & Webster Engineers and Constructors, Inc. and certain of its debtor subsidiaries, with each estate to be separately funded and administered. The Plan of Reorganization was approved overwhelmingly by creditors and other parties in interest. The effective date of the Plan of Reorganization is expected to occur by February 6, 2004. Pursuant to terms of the Amended Plan, all trading in the common stock of Stone & Webster, Incorporated will cease as of the close of business today and the Company's stock transfer records will be closed. It is anticipated that equity holders as of August 27, 2003 who voted to accept the Amended Plan and tender their shares will receive the initial distribution as contemplated within the Amended Plan shortly after the effective date. Interested parties are urged to read the Amended Plan and the related Disclosure Statement, copies of which have been filed with the Bankruptcy Court and the Securities and Exchange Commission. More information is available on the companies' website at www.stonewebinc.com. Forward-Looking Information The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements made by or on behalf of the companies. Any of the statements or comments made in this release that refer to the projected effectiveness of the Amended Plan, the projected recovery to be received by certain classes of creditors and similar matters are forward-looking and reflect the companies' current analysis of existing information. The companies caution that a variety of factors could cause actual conditions to differ materially from what is contained in these forward-looking statements. The companies undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances after the date of this release. # # # -----END PRIVACY-ENHANCED MESSAGE-----