-----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, Fg/KGGAE6jTYjXdhLB7zVEAro8uHzyXZSpA2EtBhsRWIHKCgJrvmok69CsTzOCA+ JFJW0UiKAqAvlYG6WGYy/w== 0000950127-98-000479.txt : 19981222 0000950127-98-000479.hdr.sgml : 19981222 ACCESSION NUMBER: 0000950127-98-000479 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981221 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FOSTER WHEELER CORP CENTRAL INDEX KEY: 0000038321 STANDARD INDUSTRIAL CLASSIFICATION: HEAVY CONSTRUCTION OTHER THAN BUILDING CONST - CONTRACTORS [1600] IRS NUMBER: 131855904 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: SEC FILE NUMBER: 001-00286 FILM NUMBER: 98772628 BUSINESS ADDRESS: STREET 1: PERRYVILLE CORPORATE PARK STREET 2: SERVICE ROAD EST 173 CITY: CLINTON STATE: NJ ZIP: 08809 BUSINESS PHONE: 9087304090 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FW PREFERRED CAPITAL TRUST I CENTRAL INDEX KEY: 0001061413 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: SEC FILE NUMBER: 001-00286-01 FILM NUMBER: 98772629 BUSINESS ADDRESS: STREET 1: C/O FOSTER WHEELER CORP STREET 2: PERRYVILLE CORPORATE PARK CITY: CLINTO STATE: NJ ZIP: 08809 BUSINESS PHONE: 9087304000 MAIL ADDRESS: STREET 1: C/O FOSTER WHEELER CORP STREET 2: PERRYVILLE CORPORATE PARK CITY: CLINTON STATE: NJ ZIP: 08809 8-A12B 1 REGISTRATION STATEMENT ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------- FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 ------------------- FOSTER WHEELER CORPORATION FW PREFERRED CAPITAL TRUST I (Exact Name of Registrant as (Exact Name of Registrant as Specified in its Charter) Specified in its Charter) New York Delaware (State of Incorporation (State of Incorporation or Organization) or Organization) 13-1855904 Not Applicable (I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.) c/o Foster Wheeler Corporation Perryville Corporate Park Perryville Corporate Park Clinton, New Jersey Clinton, New Jersey (908) 730-4000 (908) 730-4000 (Address of Principal (Address of Principal Executive Offices) Executive Offices) 08809 08809 (Zip code) (Zip code) If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. (X) If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box. ( ) Securities Act registration statement file number to which this form relates: 333-52369 and 333-52369-01 and -02 Securities to be registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on which to be so Registered Each Class is to be Registered ------------------- ------------------------------ Preferred Securities, Series I New York Stock Exchange Guarantee of Foster Wheeler Corporation New York Stock Exchange Securities to be registered pursuant to Section 12(g) of the Act: None. ================================================================================ INFORMATION REQUIRED IN REGISTRATION STATEMENT Item 1. Description of the Registrant's Securities to be Registered The description of the Preferred Securities, Series I, liquidation amount $25 per share (the "Preferred Securities") of FW Preferred Capital Trust I (the "Issuer Trust"), and of the Guarantee Agreement of Foster Wheeler Corporation (the "Corporation") to be registered hereunder is incorporated herein by reference to the information contained under the headings "Description of Preferred Securities," "Description of Guarantees" and "Relationship Among the Preferred Securities, the Corresponding Junior Subordinated Debentures, the Guarantees and the Expense Agreements" in the final form of the Prospectus and under the headings "Certain Terms of Preferred Securities" and "Certain Terms of Junior Subordinated Debentures and Guarantee" in the Prospectus Supplement, in each case forming a part of the Registration Statement on Form S-3 (Registration Nos. 333-52369 and 333-52369-01 and -02) (the "Registration Statement"). The final Prospectus and Prospectus Supplement will be filed by the Corporation and the Issuer Trust pursuant to Rule 424(b) of the Securities Act of 1933 subsequent to the date of this Registration Statement on Form 8-A, and shall be deemed incorporated by reference herein and to be a part hereof from the date such documents are filed. The form of the Amended and Restated Declaration of Trust of the Issuer Trust specifying the terms and provisions of the Preferred Securities, which includes as Exhibit A the form of Preferred Security, and the form of the Guarantee Agreement have been filed as exhibits to the Registration Statement and are incorporated herein by reference. The foregoing description is qualified in its entirety by reference to such agreements. Item 2. Exhibits Exhibit Number Description ------ ----------- 1 Certificate of Trust of the Issuer Trust (incorporated by reference herein to Exhibit 4.4 of Pre-Effective Amendment No. 1 to the Registration Statement on Form S-3, filed on June 24, 1998 (Registration Nos. 333-52369 and 333-52369-01 and -02)). 2 Form of Amended and Restated Declaration of Trust of the Issuer Trust, which includes as Exhibit A thereto the form of Preferred Security (incorporated herein by reference to Exhibit 4.8 of Pre-Effective Amendment No. 1 to the Registration Statement on Form S-3, filed on June 24, 1998 (Registration Nos. 333-52369 and 333-52369-01 and -02)). 3 Form of Guarantee Agreement to be executed and delivered by the Corporation for the benefit of the holders of the Preferred Securities (incorporated herein by reference to Exhibit 4.11 of Pre-Effective Amendment No. 1 to the Registration Statement on Form S-3, filed on June 24, 1998 (Registration Nos. 333-52369 and 333-52369-01 and -02)). SIGNATURES Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, FW Preferred Capital Trust I and Foster Wheeler Corporation have duly caused this registration statement to be signed on their behalf by the undersigned, thereto duly authorized. Date: December 21, 1998 FW PREFERRED CAPITAL TRUST I (Registrant) By: FOSTER WHEELER CORPORATION, as Sponsor By: /s/ David J. Roberts ------------------------------------------- Name: David J. Roberts Title: Vice Chairman and Chief Financial Officer FOSTER WHEELER CORPORATION (Registrant) By: /s/ David J. Roberts ------------------------------------------- Name: David J. Roberts Title: Vice Chairman and Chief Financial Officer INDEX TO EXHIBITS
Sequentially Exhibit Numbered Number Exhibit Page ------ ------- ---- 1 Certificate of Trust of the Issuer Trust (incorporated by reference herein to Exhibit 4.4 of Pre-Effective Amendment No. 1 to the Registration Statement on Form S-3, filed on June 24, 1998 (Registration Nos. 333-52369 and 333-52369-01 and -02)). 2 Form of Amended and Restated Declaration of Trust of the Issuer Trust, which includes as Exhibit A thereto the form of Preferred Security (incorporated herein by reference to Exhibit 4.8 of Pre-Effective Amendment No. 1 to the Registration Statement on Form S-3, filed on June 24, 1998 (Registration Nos. 333-52369 and 333-52369-01 and -02)). 3 Form of Guarantee Agreement to be executed and delivered by the Corporation for the benefit of the holders of the Preferred Securities (incorporated herein by reference to Exhibit 4.11 to Pre-Effective Amendment No. 1 to the Registration Statement on Form S-3, filed on June 24, 1998 (Registration Nos. 333-52369 and 333-52369-01 and -02)).
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