8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

 WASHINGTON, D.C. 20549

____________________________

FORM 8-K

CURRENT REPORT UNDER SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): June 5, 2014

FOSTER WHEELER AG

(Exact Name of Registrant as Specified in Charter)

Switzerland	001-31305	98-0607469
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

Shinfield Park, Reading, Berkshire RG2 9FW, United Kingdom

(Address of Principal Executive Offices)

+44 118 913 1234

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On June 5, 2014, in connection with the pending acquisition of Foster Wheeler AG (“Foster Wheeler” or the “Company”) by AMEC plc, which was previously announced by the Company on a Current Report on Form 8-K filed on February 13, 2014, the Company issued an internal announcement to its employees regarding the creation of an AMEC-Foster Wheeler common intranet site where employees of both companies can view a variety of publicly available documents related to the pending exchange offer (the “Offer”) by AMEC plc to acquire all of Foster Wheeler’s issued and to be issued registered shares. A copy of the internal announcement is attached as Exhibit 99.01 to this Current Report on Form 8-K and is incorporated herein by reference. The information disclosed on the intranet site referred to in the internal announcement is not incorporated herein and does not form a part of this Current Report on Form 8-K.

In addition, on June 6, 2014, the Company issued an internal announcement to its employees to provide an update regarding the pending transaction with AMEC plc. A copy of the internal announcement is attached as Exhibit 99.02 to this Current Report on Form 8-K and is incorporated herein by reference. Both of the internal announcements described in this Form 8-K contain statements intended as “forward-looking statements” that are subject to the cautionary statements about forward-looking statements set forth below in this Form 8-K.

Important information

The Offer has not commenced. At the time the Offer is commenced, AMEC plc will file a registration statement on Form F-4 and a Tender Offer statement on Schedule TO and the Company will file a Recommendation Statement on Schedule 14D-9 with respect to the Offer. These documents will contain important information about the Offer that should be read carefully before any decision is made with respect to the Offer. These materials will be made available to the shareholders of the Company at no expense to them. Investors and security holders will be able to obtain the documents (when available) free of charge at the SEC’s web site, www.sec.gov, after they have been filed. Any materials filed with the SEC may also be obtained without charge at the Company's website, www.fwc.com.

This announcement is for informational purposes only and does not constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe to any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This announcement is not an offer of securities for sale into the United States. No offering of securities shall be made in the United States except pursuant to registration under the US Securities Act of 1933, or an exemption therefrom.

Forward-Looking Statements

Certain comments contained herein are forward-looking statements that are based on management’s assumptions, expectations and projections about the Company and the various industries within which the Company operates. These include statements regarding the Company’s expectations about revenues (including as expressed by its backlog), its liquidity, the outcome of litigation and legal proceedings and recoveries from customers for claims and the costs of current and future asbestos claims and the amount and timing of related insurance recoveries. Such forward-looking statements by their nature involve a degree of risk and uncertainty. The Company cautions that a variety of factors, including but not limited to the factors described in the Form 10-K for the year ended December 31, 2013, filed with the Securities and Exchange Commission on February 27, 2014, and the following, could cause the Company’s business conditions and results to differ materially from what is contained in forward-looking statements including: the timing and success of the proposed offer and acquisition of the Company by AMEC plc, the risk that the Company’s business will be adversely impacted during the pending proposed offer and acquisition of the Company by AMEC plc, benefits, effects or results of the Company’s redomestication to Switzerland, deterioration in global economic conditions, changes in investment by the oil and gas, oil refining, chemical/petrochemical and power generation industries, changes in the financial condition of its customers, changes in regulatory environments, changes in project design or schedules, contract cancellations, the changes in estimates made by the Company of costs to complete projects, changes in trade, monetary and fiscal policies worldwide, compliance with laws and regulations relating to the Company’s global operations, currency fluctuations, war, terrorist attacks and/or natural disasters affecting facilities either owned by the Company or where equipment or services are or may be provided by the Company, interruptions to shipping lanes or other methods of transit, outcomes of pending and future litigation, including litigation regarding the Company’s liability for damages and insurance coverage for asbestos exposure, protection and validity of the Company’s patents and other intellectual property rights, increasing global competition, compliance with its debt covenants, recoverability of claims against the Company’s customers and others by the Company and claims by third parties against the Company, and changes in estimates used in its critical accounting policies. Other factors and assumptions not identified above were also involved in the formation of these forward-looking statements and the failure of such other assumptions to be realized, as well as other factors, may also cause actual results to differ materially from those projected. Most of these factors are difficult to predict accurately and are generally beyond the Company’s control. You should consider the areas of risk described above in connection with any forward-looking statements that may be made by the Company. The Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. You are advised, however, to consult any additional disclosures the Company makes in proxy statements, quarterly reports on Form 10-Q, annual reports on Form 10-K and current reports on Form 8-K filed with or furnished to the Securities and Exchange Commission.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Description of Exhibit
99.01	Internal Announcement to Employees of Foster Wheeler AG, dated June 5, 2014.
99.02	Internal Announcement to Employees of Foster Wheeler AG, dated June 6, 2014.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. 

	FOSTER WHEELER AG
	By:	/s/ Michelle K. Davies
DATE: June 6, 2014		Michelle K. Davies Corporate Secretary

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
99.01	Internal Announcement to Employees of Foster Wheeler AG, dated June 5, 2014.
99.02	Internal Announcement to Employees of Foster Wheeler AG, dated June 6, 2014.

EX-99.01

Exhibit 99.01

AMEC and Foster Wheeler Establish Common Intranet Site

AMEC and Foster Wheeler have created a common intranet site where employees of both companies can view a variety of documents related to the pending transaction.  The site is designed to be a convenient and easily accessible repository of publicly available materials, including presentations, letters and filings produced by both companies.  We invite you to visit the site often.

This is part of an effort on the part of both companies to communicate in parallel and convey the same messages to all employees.

Until the transaction is formally completed, AMEC and Foster Wheeler remain two separate companies and must adhere to strict guidelines about what we can communicate and how we do it.  You will see that the site is unbranded and simple, and can contain only information that is already in the public domain.

To get started, follow these steps:

From your PC/laptop (connected to the network) or from your mobile device:

o	Click on the link below
	www.amecandfosterwheeler.com
o	Register first
o	Use your Foster Wheeler email address and set up a password
o	The system will generate a confirmation email with a link
o	Click on the link in the email and you will activate your account
o	Now you can log in into the common site
o	You can click on ‘Remember me’ and you won’t have to enter your login details in the future

Foster Wheeler employees who need any assistance should contact their local Foster Wheeler IT Helpdesk.

Scott Lamb, Vice President
Investor Relations/Corporate Communications

5 June 2014

EX-99.02

Exhibit 99.02

June 6, 2014

To Foster Wheeler Employees:

This week’s update letter addresses the proposed new structure of the combined organization. Specifically, AMEC has outlined a structure in which the business units of the combined company will continue to be organized primarily along geographical lines, although they will be defined in a slightly different way. The four business units will be:

• Americas

• Northern Europe & CIS

• Southern Europe & AMEA (Africa, Middle East, Asia)

• Global Power Group

The four key markets will be oil & gas, mining, clean energy and environment & infrastructure, each of them comprising many sectors. Each market will continue to operate across all business units.

The new operating model incorporates an enhanced and prominent role for Strategy and Business Development, which will provide support across all business units. In the new structure, there will be: a stronger role for business development in coordinating the combined company’s approach to prospects, a greater emphasis on collaboration across regions and the use of Centers of Excellence – all of which aim to achieve an increase in customer satisfaction.

The new model basically represents a renewed focus on the priorities that we at Foster Wheeler have long maintained, including execution excellence, safety and growth. As described by AMEC, the new model will also include a heavy emphasis on the definition of accountabilities, key processes and governance.

Significant further work remains to be done. We will continue to provide updates to you on a regular basis.

Sincerely,

Kent Masters

Chief Executive Officer

Foster Wheeler AG communication materials may contain forward-looking statements that are based on management’s assumptions, expectations and projections about the Company and the various industries within which the Company operates. These include statements regarding the Company’s expectations about revenues (including as expressed by its backlog), its liquidity, the outcome of litigation and legal proceedings and recoveries from customers for claims and the costs of current and future asbestos claims and the amount and timing of related insurance recoveries. Such forward-looking statements by their nature involve a degree of risk and uncertainty. The Company cautions that a variety of factors, including but not limited to the factors described in the Form 10-K for the year ended December 31, 2013, filed with the SEC on February 27, 2014, and the following, could cause the Company’s business conditions and results to differ materially from what is contained in forward-looking statements including: the timing and success of the proposed offer and acquisition of the Company by AMEC, the risk that the Company’s business will be adversely impacted during the pending proposed offer and acquisition of the Company by AMEC, benefits, effects or results of the Company’s redomestication to Switzerland, deterioration in global economic conditions, changes in investment by the oil and gas, oil refining, chemical/petrochemical and power generation industries, changes in the financial condition of its customers, changes in regulatory environments, changes in project design or schedules, contract cancellations, the changes in estimates made by the Company of costs to complete projects, changes in trade, monetary and fiscal policies worldwide, compliance with laws and regulations relating to the Company’s global operations, currency fluctuations, war, terrorist attacks and/or natural disasters affecting facilities either owned by the Company or where equipment or services are or may be provided by the Company, interruptions to shipping lanes or other methods of transit, outcomes of pending and future litigation, including litigation regarding the Company’s liability for damages and insurance coverage for asbestos exposure, protection and validity of the Company’s patents and other intellectual property rights, increasing global competition, compliance with its debt covenants, recoverability of claims against the Company’s customers and others by the Company and claims by third parties against the Company, and changes in estimates used in its critical accounting policies. Other factors and assumptions not identified above were also involved in the formation of these forward-looking statements and the failure of such other assumptions to be realized, as well as other factors, may also cause actual results to differ materially from those projected. Most of these factors are difficult to predict accurately and are generally beyond the Company’s control. You should consider the areas of risk described above in connection with any forward-looking statements that may be made by the Company. The Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. You are advised, however, to consult any additional disclosures the Company makes in proxy statements, quarterly reports on Form 10-Q, annual reports on Form 10-K and current reports on Form 8-K filed with or furnished to the SEC.

Important information

The offer has not commenced. At the time the offer is commenced, AMEC will file a registration statement on Form F-4 and a Tender Offer statement on Schedule TO and the Company will file a Recommendation Statement on Schedule 14D-9 with respect to the offer. These documents will contain important information about the offer that should be read carefully before any decision is made with respect to the offer. These materials will be made available to the shareholders of the Company at no expense to them. Investors and security holders will be able to obtain the documents (when available) free of charge at the SEC’s web site, www.sec.gov, after they have been filed. Any materials filed with the SEC may also be obtained without charge at the Company's website, www.fwc.com.

This announcement is for informational purposes only and does not constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe to any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This announcement is not an offer of securities for sale into the United States. No offering of securities shall be made in the United States except pursuant to registration under the US Securities Act of 1933, or an exemption therefrom.

Participants in the Solicitation

The Company will be, and certain other persons may be, soliciting proxies in connection with the Company’s proposed extraordinary general meeting of shareholders to, among other things, approve certain amendments to its articles of association (relating to the removal of certain transfer restrictions and certain voting limitations with respect to Foster Wheeler shares) and to elect three AMEC nominees to serve on the Company’s board of directors following the closing of the offer, each of which are among the conditions to closing of the offer.

The directors and executive officers and other members of management and employees of each of AMEC and the Company may be deemed to be participants in any such proxy solicitations. Information about the Company’s directors and executive officers is available in its Form 10-K for the year ended December 31, 2013, filed with the SEC on February 27, 2014 and in the Company’s proxy statement on Schedule 14A filed with the SEC on April 1, 2014, and will be available in the proxy statement that the Company intends to file with the SEC in connection with the extraordinary general meeting. The Company understands that it is AMEC’s intention that information about AMEC’s directors and executive officers will be made available in the Registration Statement on Form F-4 when it is filed. Other information regarding the participants in the solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the relevant materials to be filed with the SEC regarding the transaction. Investors should read all the materials filed with the SEC carefully when they become available before making any voting or investment decisions. You may obtain free copies of these documents using the sources indicated above.