S-4/A 1 h05986a1sv4za.txt THE SHAW GROUP INC. - AMENDMENT #1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 21, 2003 Registration No. 333-105347 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ AMENDMENT NO. 1 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ THE SHAW GROUP INC.* (exact name of registrant as specified in its charter) LOUISIANA 3490 72-1106167 (State or Other Jurisdiction of Incorporation or (Primary Standard Industrial (I.R.S. Employer Identification No.) Organization) Classification Code Number)
4171 ESSEN LANE GARY P. GRAPHIA BATON ROUGE, LOUISIANA 70809 SECRETARY AND GENERAL COUNSEL (225) 932-2500 4171 ESSEN LANE (Address, Including Zip Code, BATON ROUGE, LOUISIANA 70809 and Telephone Number, Including Area Code, (225) 932-2500 of Registrant's Principal Executive Offices) (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
------------------------ Copy to: DAVID P. OELMAN, ESQ. VINSON & ELKINS L.L.P. 2300 FIRST CITY TOWER 1001 FANNIN STREET HOUSTON, TEXAS 77002-6760 713-758-2222 713-758-2346 (FAX) ------------------------ APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective date of this Registration Statement. If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. [ ] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] * Includes certain subsidiaries of The Shaw Group Inc. identified on the following pages. AMERICAN PLASTIC PIPE AND SUPPLY, L.L.C. (Exact Name of Registrant As Specified In Its Charter) LOUISIANA 33-1011591 (State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Organization) Number)
ARLINGTON AVENUE E VENTURE, LLC (Exact Name of Registrant As Specified In Its Charter) DELAWARE 68-0498475 (State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Organization) Number)
BENICIA NORTH GATEWAY II, L.L.C. (Exact Name of Registrant As Specified In Its Charter) LOUISIANA 75-3047268 (State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Organization) Number)
B.F. SHAW, INC. (Exact Name of Registrant As Specified In Its Charter) SOUTH CAROLINA 72-1106168 (State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Organization) Number)
CAMDEN ROAD VENTURE, LLC (Exact Name of Registrant As Specified In Its Charter) DELAWARE 68-0498480 (State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Organization) Number)
C.B.P. ENGINEERING CORP. (Exact Name of Registrant As Specified In Its Charter) ILLINOIS 36-2860678 (State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Organization) Number)
CHIMENTO WETLANDS, L.L.C. (Exact Name of Registrant As Specified In Its Charter) LOUISIANA 01-0692358 (State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Organization) Number)
EMCON/OWT, INC. (Exact Name of Registrant As Specified In Its Charter) LOUISIANA 77-0589893 (State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Organization) Number)
ENVIROGEN, INC. (Exact Name of Registrant As Specified In Its Charter) DELAWARE 22-2899415 (State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Organization) Number)
FIELD SERVICES, INC. (Exact Name of Registrant As Specified In Its Charter) LOUISIANA 72-1482550 (State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Organization) Number)
GREAT SOUTHWEST PARKWAY VENTURE, LLC (Exact Name of Registrant As Specified In Its Charter) DELAWARE 68-0498479 (State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Organization) Number)
HL NEWHALL II, L.L.C. (Exact Name of Registrant As Specified In Its Charter) LOUISIANA 73-1638493 (State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Organization) Number)
JERNEE MILL ROAD, L.L.C. (Exact Name of Registrant As Specified In Its Charter) LOUISIANA 77-0592653 (State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Organization) Number)
KATO ROAD II, L.L.C. (Exact Name of Registrant As Specified In Its Charter) LOUISIANA 73-1641813 (State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Organization) Number)
KIP I, L.L.C. (Exact Name of Registrant As Specified In Its Charter) LOUISIANA 77-0591660 (State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Organization) Number)
LANDBANK BAKER, L.L.C. (Exact Name of Registrant As Specified In Its Charter) LOUISIANA 03-0445175 (State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Organization) Number)
LANDBANK PROPERTIES, L.L.C. (Exact Name of Registrant As Specified In Its Charter) LOUISIANA 73-1638502 (State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Organization) Number)
LFG SPECIALTIES, L.L.C. (Exact Name of Registrant As Specified In Its Charter) LOUISIANA 33-1011588 (State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Organization) Number)
MILLSTONE RIVER WETLAND SERVICES, L.L.C. (Exact Name of Registrant As Specified In Its Charter) LOUISIANA 74-3040582 (State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Organization) Number)
MWR, INC. (Exact Name of Registrant As Specified In Its Charter) MICHIGAN 38-2677202 (State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Organization) Number)
NORWOOD VENTURE I, L.L.C. (Exact Name of Registrant As Specified In Its Charter) LOUISIANA APPLIED FOR (State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Organization) Number)
OTAY MESA VENTURES II, L.L.C. (Exact Name of Registrant As Specified In Its Charter) LOUISIANA 27-0009050 (State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Organization) Number)
PLATTSBURG VENTURE, L.L.C. (Exact Name of Registrant As Specified In Its Charter) LOUISIANA 27-0009151 (State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Organization) Number)
POWER TECHNOLOGIES, INC. (Exact Name of Registrant As Specified In Its Charter) LOUISIANA 72-1496643 (State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Organization) Number)
PROSPECT INDUSTRIES (HOLDINGS), INC. (Exact Name of Registrant As Specified In Its Charter) DELAWARE 36-2860679 (State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Organization) Number)
RARITAN VENTURE I, L.L.C. (Exact Name of Registrant As Specified In Its Charter) LOUISIANA 75-3046549 (State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Organization) Number)
S C WOODS, L.L.C. (Exact Name of Registrant As Specified In Its Charter) DELAWARE 72-1507985 (State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Organization) Number)
SHAW A/DE, INC. (Exact Name of Registrant As Specified In Its Charter) LOUISIANA 72-1326466 (State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Organization) Number)
SHAW ALLOY PIPING PRODUCTS, INC. (Exact Name of Registrant As Specified In Its Charter) LOUISIANA 72-0742268 (State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Organization) Number)
SHAW BENECO, INC. (Exact Name of Registrant As Specified In Its Charter) LOUISIANA 68-0501371 (State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Organization) Number)
SHAW CALIFORNIA, L.L.C. (Exact Name of Registrant As Specified In Its Charter) LOUISIANA 04-3667855 (State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Organization) Number)
SHAW CAPITAL, INC. (Exact Name of Registrant As Specified In Its Charter) NEVADA 88-0441288 (State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Organization) Number)
SHAW CMS, INC. (Exact Name of Registrant As Specified In Its Charter) DELAWARE 54-1574893 (State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Organization) Number)
SHAW CONNEX, INC. (Exact Name of Registrant As Specified In Its Charter) DELAWARE 31-1333038 (State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Organization) Number)
SHAW CONSTRUCTORS, INC. (Exact Name of Registrant As Specified In Its Charter) LOUISIANA 72-0944168 (State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Organization) Number)
SHAW E&I INVESTMENT HOLDINGS, INC. (Exact Name of Registrant As Specified In Its Charter) LOUISIANA 41-2037834 (State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Organization) Number)
SHAW ENVIRONMENTAL, INC. (Exact Name of Registrant As Specified In Its Charter) LOUISIANA 77-0589932 (State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Organization) Number)
SHAW ENVIRONMENTAL & INFRASTRUCTURE, INC. (Exact Name of Registrant As Specified In Its Charter) LOUISIANA 75-3044680 (State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Organization) Number)
SHAW ENVIRONMENTAL LIABILITY SOLUTIONS, L.L.C. (Exact Name of Registrant As Specified In Its Charter) LOUISIANA 57-1158927 (State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Organization) Number)
SHAW FABRICATORS, INC. (Exact Name of Registrant As Specified In Its Charter) LOUISIANA 62-1718401 (State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Organization) Number)
SHAW FACILITIES, INC. (Exact Name of Registrant As Specified In Its Charter) LOUISIANA 82-0540781 (State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Organization) Number)
SHAW FCI, INC. (Exact Name of Registrant As Specified In Its Charter) DELAWARE 72-1266939 (State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Organization) Number)
SHAW FVF, INC. (Exact Name of Registrant As Specified In Its Charter) LOUISIANA 72-1135365 (State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Organization) Number)
SHAW GLOBAL ENERGY SERVICES, INC. (Exact Name of Registrant As Specified In Its Charter) LOUISIANA 72-0962273 (State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Organization) Number)
SHAW GRP OF CALIFORNIA (Exact Name of Registrant As Specified In Its Charter) CALIFORNIA 72-1492217 (State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Organization) Number)
SHAW HEAT, INC. (Exact Name of Registrant As Specified In Its Charter) LOUISIANA 94-3419136 (State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Organization) Number)
SHAW INDUSTRIAL SUPPLY CO., INC. (Exact Name of Registrant As Specified In Its Charter) LOUISIANA 72-1310139 (State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Organization) Number)
SHAW INFRASTRUCTURE, INC. (Exact Name of Registrant As Specified In Its Charter) LOUISIANA 41-2042864 (State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Organization) Number)
SHAW INTELLECTUAL PROPERTY HOLDINGS, INC. (Exact Name of Registrant As Specified In Its Charter) LOUISIANA 45-0475552 (State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Organization) Number)
SHAW INTERNATIONAL, INC. (Exact Name of Registrant As Specified In Its Charter) LOUISIANA 72-1237437 (State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Organization) Number)
SHAW JV HOLDINGS, L.L.C. (Exact Name of Registrant As Specified In Its Charter) LOUISIANA 72-1483385 (State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Organization) Number)
SHAW MAINTENANCE, INC. (Exact Name of Registrant As Specified In Its Charter) LOUISIANA 72-1360032 (State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Organization) Number)
SHAW MANAGED SERVICES, INC. (Exact Name of Registrant As Specified In Its Charter) LOUISIANA 72-1345961 (State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Organization) Number)
SHAW MANAGEMENT SERVICES ONE, INC. (Exact Name of Registrant As Specified In Its Charter) LOUISIANA 41-2055300 (State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Organization) Number)
SHAW NAPTECH, INC. (Exact Name of Registrant As Specified In Its Charter) DELAWARE 87-0492102 (State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Organization) Number)
SHAW PIPE SHIELDS, INC. (Exact Name of Registrant As Specified In Its Charter) CALIFORNIA 94-1682925 (State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Organization) Number)
SHAW PIPE SUPPORTS, INC. (Exact Name of Registrant As Specified In Its Charter) TEXAS 72-1266940 (State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Organization) Number)
SHAW POWER SERVICES GROUP, L.L.C. (Exact Name of Registrant As Specified In Its Charter) LOUISIANA 72-1515472 (State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Organization) Number)
SHAW POWER SERVICES, INC. (Exact Name of Registrant As Specified In Its Charter) LOUISIANA 72-1338077 (State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Organization) Number)
SHAW PROCESS AND INDUSTRIAL GROUP, INC. (Exact Name of Registrant As Specified In Its Charter) LOUISIANA 72-1405017 (State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Organization) Number)
SHAW PROCESS FABRICATORS, INC. (Exact Name of Registrant As Specified In Its Charter) LOUISIANA 72-1080769 (State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Organization) Number)
SHAW PROPERTY HOLDINGS, INC. (Exact Name of Registrant As Specified In Its Charter) LOUISIANA 27-0009256 (State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Organization) Number)
SHAW REMEDIATION SERVICES, L.L.C. (Exact Name of Registrant As Specified In Its Charter) LOUISIANA 75-3046705 (State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Organization) Number)
SHAW SERVICES, L.L.C. (Exact Name of Registrant As Specified In Its Charter) LOUISIANA 72-1515466 (State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Organization) Number)
SHAW SSS FABRICATORS, INC. (Exact Name of Registrant As Specified In Its Charter) LOUISIANA 72-1495933 (State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Organization) Number)
SHAW SUNLAND FABRICATORS, INC. (Exact Name of Registrant As Specified In Its Charter) LOUISIANA 72-1239935 (State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Organization) Number)
SHAW WORD INDUSTRIES FABRICATORS, INC. (Exact Name of Registrant As Specified In Its Charter) OKLAHOMA 73-1486975 (State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Organization) Number)
SO-GLEN GAS CO., LLC (Exact Name of Registrant As Specified In Its Charter) OHIO 34-1881112 (State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Organization) Number)
STONE & WEBSTER ASIA, INC. (Exact Name of Registrant As Specified In Its Charter) LOUISIANA 72-1481348 (State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Organization) Number)
STONE & WEBSTER CONSTRUCTION, INC. (Exact Name of Registrant As Specified In Its Charter) LOUISIANA 72-1481673 (State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Organization) Number)
STONE & WEBSTER CONSTRUCTION SERVICES, L.L.C. (Exact Name of Registrant As Specified In Its Charter) LOUISIANA 72-1515465 (State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Organization) Number)
STONE & WEBSTER HOLDING ONE, INC. (Exact Name of Registrant As Specified In Its Charter) LOUISIANA 72-1478573 (State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Organization) Number)
STONE & WEBSTER HOLDING TWO, INC. (Exact Name of Registrant As Specified In Its Charter) LOUISIANA 72-1478616 (State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Organization) Number)
STONE & WEBSTER, INC. (Exact Name of Registrant As Specified In Its Charter) LOUISIANA 72-1478572 (State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Organization) Number)
STONE & WEBSTER INTERNATIONAL, INC. (Exact Name of Registrant As Specified In Its Charter) LOUISIANA 72-1484951 (State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Organization) Number)
STONE & WEBSTER INTERNATIONAL HOLDINGS, INC. (Exact Name of Registrant As Specified In Its Charter) LOUISIANA 72-1486511 (State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Organization) Number)
STONE & WEBSTER - IT RUSSIA MANAGEMENT CONSULTANTS, INC. (Exact Name of Registrant As Specified In Its Charter) LOUISIANA 43-1969254 (State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Organization) Number)
STONE & WEBSTER-JSC MANAGEMENT CONSULTANTS, INC. (Exact Name of Registrant As Specified In Its Charter) LOUISIANA 81-0579206 (State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Organization) Number)
STONE & WEBSTER MANAGEMENT CONSULTANTS, INC. (Exact Name of Registrant As Specified In Its Charter) LOUISIANA 72-1483422 (State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Organization) Number)
STONE & WEBSTER MASSACHUSETTS, INC. (Exact Name of Registrant As Specified In Its Charter) MASSACHUSETTS 04-3529340 (State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Organization) Number)
STONE & WEBSTER MICHIGAN, INC. (Exact Name of Registrant As Specified In Its Charter) MICHIGAN 72-1493510 (State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Organization) Number)
STONE & WEBSTER PROCESS TECHNOLOGY, INC. (Exact Name of Registrant As Specified In Its Charter) LOUISIANA 72-1478641 (State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Organization) Number)
STONE & WEBSTER SERVICES, L.L.C. (Exact Name of Registrant As Specified In Its Charter) LOUISIANA 72-1515448 (State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Organization) Number)
SWINC ACQUISITION FIVE, L.L.C. (Exact Name of Registrant As Specified In Its Charter) LOUISIANA 72-1479284 (State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Organization) Number)
THE LANDBANK GROUP, INC. (Exact Name of Registrant As Specified In Its Charter) LOUISIANA 01-0679394 (State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Organization) Number)
WHIPPANY VENTURE I, L.L.C. (Exact Name of Registrant As Specified In Its Charter) LOUISIANA 33-1003786 (State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Organization) Number)
EACH REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. ================================================================================ PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 20. INDEMNIFICATION OF OFFICERS AND DIRECTORS Section 83 of the Louisiana Business Corporation Law or the LBCL, provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another business, foreign or nonprofit corporation, partnership, joint venture or other enterprise. The indemnity may include expenses, including attorney fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding, if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Section 83 further provides that a Louisiana corporation may indemnify officers and directors in an action by or in the right of the corporation under the same conditions except that no indemnification is permitted without judicial approval if the director or officer shall have been adjudged to be liable for willful or intentional misconduct in the performance of his duty to the corporation. Where an officer or director is successful on the merits or otherwise in any defense of any action referred to above or any claim therein, the corporation must indemnify him against such expenses that such officer or directly actually incurred. Section 83 permits a corporation to pay expenses incurred by the officer or director in defending an action, suit or proceeding in advance of the final disposition thereof if approved by the board of directors. Pursuant to Section 83 of the LBCL, the Company has adopted provisions in its articles of incorporation which require the Company to indemnify its directors and officers to the fullest extent permitted by the LBCL. The Company has entered into indemnification agreements with its directors and certain of its officers which provide that the Company will, if certain conditions are met and the director or officer acted in accordance with the applicable and standards and subject to certain procedures and exceptions, indemnify the persons for claims, judgments and related expenses resulting from their services on behalf of the Company and its affiliated entities in any pending, threatened or completed action, suit or proceeding, whether civil, administrative or criminal, except where (1) the Company is prohibited by law from providing such indemnification; (2) payment of the indemnification amounts has been made under an insurance policy; or (3) the director or officer gained a personal profit to which he or she was not legally entitled including profits arising from the violation of certain securities laws. ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) Exhibits. The following exhibits are filed herewith pursuant to the requirements of Item 601 of Regulation S-K: 3.1 Composite of the Restatement of the Articles of Incorporation of The Shaw Group Inc., as amended by (i) Articles of Amendment dated January 22, 2001 and (ii) Articles of Amendment dated July 31, 2001 (incorporated by reference to the designated Exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 2001). 3.2 Articles of Amendment of the Restatement of the Articles of Incorporation of The Shaw Group Inc. dated January 22, 2001 (incorporated by reference to the designated Exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended February 28, 2001). 3.3 Articles of Amendment to Restatement of the Articles of Incorporation of The Shaw Group Inc. dated July 31, 2001 (incorporated by reference to the designated Exhibit to The Shaw Group Inc.'s Registration Statement on Form 8-A filed on July 30, 2001). 3.4 Amended and Restated By-Laws of The Shaw Group Inc. dated December 8, 1993 (incorporated by reference to the designated Exhibit to The Shaw Group Inc.'s Annual Report on Form 10-K for the fiscal year ended August 31, 1994, as amended).
II-1 4.1 Specimen Common Stock Certificate (incorporated by reference to the designated Exhibit to the Company's Registration Statement on Form S-1 filed on October 22, 1993, as amended (No. 33-70722)). 4.2 Indenture dated as of May 1, 2001, between The Shaw Group Inc. and United States Trust Company of New York including Form of Liquid Yield Option(TM) Note Due 2021 (Zero Coupon-Senior) (Exhibits A-1 and A-2) (incorporated herein by reference to the designated Exhibit to the Company's Current Report on Form 8-K filed on May 11, 2001). 4.3 Rights Agreement, dated as of July 9, 2001, between The Shaw Group Inc. and First Union National Bank, as Rights Agent, including the Form of Articles of Amendment to the Restatement of the Articles of Incorporation of the Company as Exhibit A, --------- the form of Rights Certificate as Exhibit B and the form of the --------- Summary of Rights to Purchase Preferred Shares as Exhibit C --------- (incorporated by reference to the designated Exhibit to the Company's Registration Statement on Form 8-A filed on July 30, 2001). 4.4 Indenture dated as of March 17, 2003, by and among The Shaw Group Inc., the Subsidiary Guarantors party thereto, and The Bank of New York, as trustee (incorporated by reference to the designated Exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended February 28, 2003). 4.5 Registration Rights Agreement dated as of March 17, 2003, by and among The Shaw Group Inc. and Credit Suisse First Boston LLC, UBS Warburg LLC, BMO Nesbit Burns Corp., Credit Lyonnais Securities (USA) Inc., BNP Paribas Securities Corp. and U.S. Bancorp Piper Jaffray Inc. (incorporated by reference to the designated Exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended February 28, 2003). 4.6 Form of 10-3/4% Senior Note Due 2010 (Included as Exhibit I to the Indenture incorporated by reference as Exhibit 4.4 hereto). 5.1* Opinion of Vinson & Elkins L.L.P. regarding the validity of the securities being registered. 5.2* Opinion of Kantrow, Spaht, Weaver & Blitzer (A Professional Law Corporation) regarding the validity of the securities being registered. 10.1 The Shaw Group Inc. 1993 Employee Stock Option Plan, amended and restated through October 8, 2001 (incorporated by reference to the designated Exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 2001). 10.2 The Shaw Group Inc. 1996 Non-Employee Director Stock Option Plan, amended and restated through October 8, 2001 (incorporated by reference to the designated Exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 2001). 10.3 The Shaw Group Inc. 2001 Employee Incentive Compensation Plan, amended and restated through October 8, 2001 (incorporated by reference to the designated Exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 2001). 10.4 The Shaw Group Inc. Stone & Webster Acquisition Stock Option Plan (incorporated by reference to the to the Company's Registration Statement on Form S-8 filed on June 12, 2001 (No 333-62856)). 10.5 Second Amended and Restated Credit Agreement dated as of February 28, 2002, among The Shaw Group Inc. Bank One, NA, Firstar Bank, N.A., Credit Lyonnais New York Branch and Union Planters Bank, N.A. (incorporated by reference to the designated Exhibit of the Company's Quarterly Report on Form 10-Q for the quarter ended February 28, 2002). 10.6 Employment Agreement dated as of April 10, 2001, by and between The Shaw Group Inc. and J.M. Bernhard, Jr. (incorporated by reference to the designated Exhibit to the Company's Annual Report on From 10-K for the fiscal year ended August 31, 2001). 10.7 Employment Agreement dated as of May 5, 2000, by and between The Shaw Group Inc. and Richard F. Gill and amended January 10, 2001(incorporated by reference to the designated Exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 2001).
II-2 10.8 Employment Agreement dated as of May 1, 2000, by and between The Shaw Group Inc. and Robert L. Belk (incorporated by reference to the designated Exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 2000). 10.9 Employment Agreement dated as of July 10, 2002, by and between The Shaw Group Inc. and T. A. Barfield, Jr. (incorporated by reference to the designated Exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 2002). 10.10 Asset Purchase Agreement, dated as of July 14, 2000, among Stone & Webster, Incorporated, certain subsidiaries of Stone & Webster, Incorporated and The Shaw Group Inc. (incorporated by reference to the designated Exhibit to the Company's Current Report on Form 8-K filed on July 28, 2000). 10.11 Composite Asset Purchase Agreement, dated as of January 23, 2002, by and among The Shaw Group Inc., The IT Group, Inc. and certain subsidiaries of The IT Group, Inc., including the following amendments: (i) Amendment No. 1, dated January 24, 2002, to Asset Purchase Agreement, (ii) Amendment No. 2, dated January 29, 2002, to Asset Purchase Agreement, and (iii) a letter agreement amending Section 8.04(a)(ii) of the Asset Purchase Agreement, dated as of April 30, 2002, between The IT Group, Inc. and The Shaw Group Inc. (incorporated herein by reference to designated Exhibit to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 16, 2002). Pursuant to Item 601(b)(2) of Regulation S-K, the exhibits and schedules referred to in the Asset Purchase Agreement are omitted. The Registrant hereby undertakes to furnish supplementally a copy of any omitted schedule or exhibit to the Commission upon request. 10.12 Amendment No. 3, dated May 2, 2002, to Asset Purchase Agreement by and among The Shaw Group Inc., The IT Group, Inc. and certain subsidiaries of The IT Group, Inc. (incorporated herein by reference to the designated Exhibit to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 16, 2002). Pursuant to Item 601(b)(2) of Regulation S-K, the exhibits and schedules referred to in Amendment No. 3 are omitted. The Registrant hereby undertakes to furnish supplementally a copy of any omitted schedule or exhibit to the Commission upon request. 10.13 Amendment No. 4, dated May 3, 2002, to Asset Purchase Agreement by and among The Shaw Group Inc., The IT Group, Inc. and certain subsidiaries of The IT Group, Inc. (incorporated herein by reference to the designated Exhibit to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 16, 2002.) 10.14 Third Amended and Restated Credit Agreement, dated as of March 17, 2003, by and among The Shaw Group Inc., as borrower, Credit Lyonnais New York Branch, as a joint arranger and sole book runner, Credit Suisse First Boston, as joint arranger, Harris Trust and Savings Bank and BNP Paribas co-syndication agents, U.S. Bank National Association, as documentation agent, and the other lenders signatory thereto. (incorporated herein by reference to Exhibit 99.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 19, 2003). 12.1 Computation of Ratios of Earnings and Fixed Charges (incorporated herein by reference to the designated Exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 2002.) 21.1 Subsidiaries of Shaw (incorporated herein by reference to the designated Exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2002). 23.1* Consent of Ernst & Young LLP. 23.6* Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1). 23.7* Consent of Kantrow, Spaht, Weaver & Blitzer (A Professional Law Corporation) (included in Exhibit 5.2). 24.1* Powers of Attorney (included in the signature pages of this Registration Statement). 25.1 Statement of Eligibility on Form T-1 of The Bank of New York (filed herewith).
---------- * Previously filed. II-3 ------------------------ (b) Financial Statement Schedules. Incorporated herein by reference to Item 8 of Shaw's annual report on Form 10-K for the year ended August 31, 2002 ITEM 22. UNDERTAKINGS Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of any Registrant, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by any Registrant of expenses incurred or paid by a director, officer or controlling person of such Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, such Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. Each registrant hereby undertakes (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (a) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (b) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (c) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; and (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (5) To respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request. II-4 (6) To supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in this Registration Statement when it became effective. II-5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana on May 21, 2003. THE SHAW GROUP INC. By: /s/ Gary P. Graphia --------------------------------------- Gary P. Graphia Secretary and General Counsel KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert L. Belk and Gary P. Graphia, and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign on his behalf individually and in each capacity stated below any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents and either of the, or their substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 21, 2003.
SIGNATURE CAPACITY --------- -------- * Chief Executive Officer and -------------------------------- J. M. Bernhard, Jr. Chairman of the Board of Directors (Principal Executive Officer) * Executive Vice President and -------------------------------- Robert L. Belk Chief Financial Officer (Principal Financial and Principal Accounting Officer) * Director -------------------------------- Albert McAlister * Director -------------------------------- L. Lane Grigsby * Director -------------------------------- David W. Hoyle * Director -------------------------------- John W. Sinders, Jr. * Director -------------------------------- William H. Grigg
II-6 * Director -------------------------------- Charles E. Roemer, III
* By: /s/ Gary P. Graphia --------------------------------- Gary P. Graphia, Attorney-in-Fact II-7 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, each Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana on May 21, 2003. B.F. SHAW, INC. SHAW CONNEX, INC. By: * ----------------------------------------- Name: Robert L. Belk Title: Vice President and Treasurer KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert L. Belk and Gary P. Graphia, and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign on his behalf individually and in each capacity stated below any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents and either of the, or their substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 21, 2003.
SIGNATURE CAPACITY --------- -------- * President (Principal ------------------------------------ Jeff Ottosen, Sr. Executive Officer) * Vice President, Treasurer ------------------------------------ Robert L. Belk and Director (Principal Financial and Accounting Officer) /s/ Gary P. Graphia Director ------------------------------------ Gary P. Graphia
*By: /s/ GARY P. GRAPHIA -------------------------------- Gary P. Graphia, Attorney-in-fact II-8 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, each Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana on May 21, 2003. C.B.P. ENGINEERING CORP. PROSPECT INDUSTRIES (HOLDINGS), INC. SHAW PIPE SHIELDS, INC. By: * ------------------------------------- Name: Robert L. Belk Title: Vice President and Treasurer KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert L. Belk and Gary P. Graphia, and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign on his behalf individually and in each capacity stated below any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents and either of the, or their substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 21, 2003.
SIGNATURE CAPACITY --------- -------- * President and Director ------------------------------------ (Principal Executive Officer) Richard F. Gill * Vice President, Treasurer and ------------------------------------ Director (Principal Financial Robert L. Belk and Accounting Officer) /s/ Gary P. Graphia Director ------------------------------------ Gary P. Graphia
*By: /s/ GARY P. GRAPHIA ----------------------------------- Gary P. Graphia, Attorney-in fact II-9 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, each Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana on May 21, 2003. FIELD SERVICES, INC. SHAW A/DE, INC. SHAW ALLOY PIPING PRODUCTS, INC. SHAW FCI, INC. SHAW GRP OF CALIFORNIA SHAW INTELLECTUAL PROPERTY HOLDINGS, INC. SHAW MANAGED SERVICES, INC. SHAW MANAGEMENT SERVICES ONE, INC. SHAW PIPE SUPPORTS, INC. SHAW PROCESS AND INDUSTRIAL GROUP, INC. SHAW PROCESS FABRICATORS, INC. SHAW WORD INDUSTRIES FABRICATORS, INC. STONE & WEBSTER ASIA, INC. STONE & WEBSTER HOLDING ONE, INC. STONE & WEBSTER HOLDING TWO, INC. STONE & WEBSTER INTERNATIONAL, INC. STONE & WEBSTER INTERNATIONAL HOLDINGS, INC. STONE & WEBSTER PROCESS TECHNOLOGY, INC. By: * -------------------------------------- Name: Robert L. Belk Title: Vice President and Treasurer KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert L. Belk and Gary P. Graphia, and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign on his behalf individually and in each capacity stated below any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents and either of the, or their substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 21, 2003.
SIGNATURE CAPACITY --------- -------- * President (Principal Executive -------------------------------- Officer) Richard F. Gill * Vice President, Treasurer and -------------------------------- Director (Principal Financial Robert L. Belk and Accounting Officer) /s/ Gary P. Graphia Director ------------------------------------ Gary P. Graphia
*By: /s/ GARY P. GRAPHIA ----------------------------------- Gary P. Graphia, Attorney-in fact II-10 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, each Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana on May 21, 2003. EMCON/OWT, INC. By: * ------------------------------------ Name: Richard Peluso Title: President KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert L. Belk and Gary P. Graphia, and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign on his behalf individually and in each capacity stated below any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents and either of the, or their substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 21, 2003.
SIGNATURE CAPACITY --------- -------- * President (Principal Executive Officer) ------------------------------------ Richard Peluso Executive Vice President, Treasurer and * Chief Financial Officer (Principal ------------------------------------ Financial and Accounting Officer) Mary Geiger * ------------------------------------ Director T. A. Barfield, Jr. /s/ Gary P. Graphia ------------------------------------ Director Gary P. Graphia
*By: /s/ GARY P. GRAPHIA ----------------------------------- Gary P. Graphia, Attorney-in fact II-11 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, each Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana on May 21, 2003. POWER TECHNOLOGIES, INC. By: * ----------------------------------- Name: Reynolds M. Delgado Title: President KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert L. Belk and Gary P. Graphia, and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign on his behalf individually and in each capacity stated below any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents and either of the, or their substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 21, 2003.
SIGNATURE CAPACITY --------- -------- * President and Director (Principal ------------------------------------ Executive Officer) Reynolds M. Delgado * Secretary, Treasurer and Director ------------------------------------ (Principal Financial and Accounting Ronald Cayon Officer)
*By: /s/ GARY P. GRAPHIA ----------------------------------- Gary P. Graphia, Attorney-in fact II-12 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, each Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana on May 21, 2003. SHAW BENECO, INC. By: * ----------------------------------------------- Name: Robert L. Belk Title: Executive Vice President and Treasurer KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert L. Belk and Gary P. Graphia, and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign on his behalf individually and in each capacity stated below any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents and either of the, or their substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 21, 2003.
SIGNATURE CAPACITY --------- -------- Chief Executive Officer and Chairman of the * Board of Directors (Principal Executive ------------------------------------ Officer) T. A. Barfield, Jr. * Executive Vice President and Treasurer ------------------------------------ (Principal Financial and Accounting Officer) Robert L. Belk /s/ Gary P. Graphia ------------------------------------ Director Gary P. Graphia
*By: /s/ GARY P. GRAPHIA ----------------------------------- Gary P. Graphia, Attorney-in fact II-13 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, each Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana on May 21, 2003. SHAW CAPITAL, INC. By: * ----------------------------------------- Name: Robert L. Belk Title: Vice President and Treasurer KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert L. Belk and Gary P. Graphia, and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign on his behalf individually and in each capacity stated below any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents and either of the, or their substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 21, 2003.
SIGNATURE CAPACITY --------- -------- * President (Principal Executive Officer) ---------------------------------------------- J. M. Bernhard, Jr. * Vice President, Treasurer and Director (Principal ---------------------------------------------- Financial and Accounting Officer) Robert L. Belk /s/ Gary P. Graphia ---------------------------------------------- Director Gary P. Graphia
*By: /s/ GARY P. GRAPHIA ----------------------------------- Gary P. Graphia, Attorney-in fact II-14 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, each Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana on May 21, 2003. SHAW CMS, INC. By: * ------------------------------- Name: T. A. Barfield, Jr. Title: President KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert L. Belk and Gary P. Graphia, and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign on his behalf individually and in each capacity stated below any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents and either of the, or their substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 21, 2003.
SIGNATURE CAPACITY --------- -------- * President and Director (Principal Executive ---------------------------------------------- Officer) T. A. Barfield, Jr. * Executive Vice President and Treasurer ---------------------------------------------- (Principal Financial and Accounting Officer) Scott LaGrange * ---------------------------------------------- Director Daniel J. Shapiro
*By: /s/ GARY P. GRAPHIA ----------------------------------- Gary P. Graphia, Attorney-in fact II-15 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, each Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana on May 21, 2003. SHAW CONSTRUCTORS, INC. By: * ------------------------ Name: Ronnie Volentine Title: President KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert L. Belk and Gary P. Graphia, and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign on his behalf individually and in each capacity stated below any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents and either of the, or their substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 21, 2003.
SIGNATURE CAPACITY --------- -------- * President and Director (Principal Executive ---------------------------------------------- Officer) Ronnie Volentine * Treasurer (Principal Financial and Accounting ---------------------------------------------- Officer) Lee Barnett * ---------------------------------------------- Director Michael L. Thomas
*By: /s/ GARY P. GRAPHIA ----------------------------------- Gary P. Graphia, Attorney-in fact II-16 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, each Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana on May 21, 2003. SHAW E&I INVESTMENT HOLDINGS, INC. SHAW ENVIRONMENTAL & INFRASTRUCTURE, INC. SHAW FACILITIES, INC. SHAW INFRASTRUCTURE, INC. SHAW PROPERTY HOLDINGS, INC. STONE & WEBSTER - IT RUSSIA MANAGEMENT CONSULTANTS, INC. By: * ---------------------------------------------- Name: Robert L. Belk Title: Executive Vice President and Treasurer KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert L. Belk and Gary P. Graphia, and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign on his behalf individually and in each capacity stated below any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents and either of the, or their substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 21, 2003.
SIGNATURE CAPACITY --------- -------- * President and Director ---------------------------------------------- (Principal Executive Officer) T. A. Barfield, Jr. * Executive Vice President and Treasurer ---------------------------------------------- (Principal Financial and Accounting Officer) Robert L. Belk /s/ Gary P. Graphia ---------------------------------------------- Director Gary P. Graphia
*By: /s/ GARY P. GRAPHIA ----------------------------------- Gary P. Graphia, Attorney-in fact II-17 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, each Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana on May 21, 2003. SHAW ENVIRONMENTAL, INC. By: * ------------------------------------ Name: Robert L. Belk Title: Vice President and Treasurer KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert L. Belk and Gary P. Graphia, and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign on his behalf individually and in each capacity stated below any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents and either of the, or their substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 21, 2003.
SIGNATURE CAPACITY --------- -------- * President and Director ---------------------------------------------- (Principal Executive Officer) T. A. Barfield, Jr. Vice President and Treasurer (Principal * Financial and Accounting Officer) ---------------------------------------------- Robert L. Belk /s/ Gary P. Graphia ---------------------------------------------- Director Gary P. Graphia
*By: /s/ GARY P. GRAPHIA ----------------------------------- Gary P. Graphia, Attorney-in fact II-18 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, each Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana on May 21, 2003. SHAW FABRICATORS, INC. By: * ---------------------------------------- Name: Robert L. Belk Title: Vice President and Treasurer KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert L. Belk and Gary P. Graphia, and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign on his behalf individually and in each capacity stated below any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents and either of the, or their substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 21, 2003. SIGNATURE CAPACITY --------- -------- * President (Principal Executive Officer) ---------------------------------------------- Michael Boudreaux * Vice President, Treasurer and Director (Principal ---------------------------------------------- Financial and Accounting Officer) Robert L. Belk /s/ Gary P. Graphia ---------------------------------------------- Director Gary P. Graphia
*By: /s/ GARY P. GRAPHIA ----------------------------------- Gary P. Graphia, Attorney-in fact II-19 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, each Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana on May 21, 2003. SHAW FVF, INC. By: * ----------------------------------- Name: Robert L. Belk Title: Vice President and Treasurer KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert L. Belk and Gary P. Graphia, and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign on his behalf individually and in each capacity stated below any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents and either of the, or their substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 21, 2003.
SIGNATURE CAPACITY --------- -------- * President (Principal Executive Officer) ---------------------------------------------- David L. Landers * Vice President, Treasurer and Director ---------------------------------------------- (Principal Financial and Accounting Officer) Robert L. Belk /s/ Gary P. Graphia ---------------------------------------------- Director Gary P. Graphia
*By: /s/ GARY P. GRAPHIA ----------------------------------- Gary P. Graphia, Attorney-in fact II-20 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, each Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana on May 21, 2003. SHAW GLOBAL ENERGY SERVICES, INC. By: * ----------------------------------- Name: Robert L. Belk Title: Vice President and Treasurer KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert L. Belk and Gary P. Graphia, and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign on his behalf individually and in each capacity stated below any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents and either of the, or their substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 21, 2003.
SIGNATURE CAPACITY --------- -------- * President and Director ---------------------------------------------- (Principal Executive Officer) Mitchell A. Rayner Vice President and Treasurer (Principal * Financial and Accounting Officer) ---------------------------------------------- Robert L. Belk /s/ Gary P. Graphia ---------------------------------------------- Director Gary P. Graphia
*By: /s/ GARY P. GRAPHIA ----------------------------------- Gary P. Graphia, Attorney-in fact II-21 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, each Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana on May 21, 2003. SHAW HEAT, INC. SHAW NAPTECH, INC. SHAW SSS FABRICATORS, INC. SHAW SUNLAND FABRICATORS, INC. By: * --------------------------------------- Name: Robert L. Belk Title: Vice President and Treasurer KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert L. Belk and Gary P. Graphia, and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign on his behalf individually and in each capacity stated below any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents and either of the, or their substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 21, 2003.
SIGNATURE CAPACITY --------- -------- * President (Principal Executive Officer) ---------------------------------------------- Mitchell A. Rayner * Vice President, Treasurer and Director ---------------------------------------------- (Principal Financial and Accounting Officer) Robert L. Belk /s/ Gary P. Graphia ---------------------------------------------- Director Gary P. Graphia
*By: /s/ GARY P. GRAPHIA ----------------------------------- Gary P. Graphia, Attorney-in fact II-22 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, each Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana on May 21, 2003. SHAW INDUSTRIAL SUPPLY CO., INC. By: * ---------------------------------------- Name: Robert L. Belk Title: Vice President and Treasurer KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert L. Belk and Gary P. Graphia, and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign on his behalf individually and in each capacity stated below any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents and either of the, or their substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 21, 2003.
SIGNATURE CAPACITY --------- -------- * President (Principal Executive Officer) ---------------------------------------------- Louis V. Stuart * Vice President, Treasurer and Director ---------------------------------------------- (Principal Financial and Accounting Officer) Robert L. Belk /s/ Gary P. Graphia ----------------------------------------------- Director Gary P. Graphia
*By: /s/ GARY P. GRAPHIA ----------------------------------- Gary P. Graphia, Attorney-in fact II-23 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, each Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana on May 21, 2003. SHAW INTERNATIONAL, INC. By: * ---------------------------------------- Name: Robert L. Belk Title: Vice President and Treasurer KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert L. Belk and Gary P. Graphia, and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign on his behalf individually and in each capacity stated below any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents and either of the, or their substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 21, 2003.
SIGNATURE CAPACITY --------- -------- * President (Principal Executive Officer) ---------------------------------------------- Michael H. Wootton * Vice President, Treasurer and Director ---------------------------------------------- (Principal Financial and Accounting Officer) Robert L. Belk * ---------------------------------------------- Director Richard F. Gill /s/ Gary P. Graphia ---------------------------------------------- Director Gary P. Graphia
*By: /s/ GARY P. GRAPHIA ----------------------------------- Gary P. Graphia, Attorney-in fact II-24 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, each Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana on May 21, 2003. SHAW MAINTENANCE, INC. By: * ----------------------------------------- Name: Robert L. Belk Title: Vice President and Treasurer KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert L. Belk and Gary P. Graphia, and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign on his behalf individually and in each capacity stated below any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents and either of the, or their substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 21, 2003.
SIGNATURE CAPACITY --------- -------- * President (Principal Executive Officer) ---------------------------------------------- N. Andrew Dupuy, Jr. * Vice President, Treasurer and Director ---------------------------------------------- (Principal Financial and Accounting Officer) Robert L. Belk /s/ Gary P. Graphia ---------------------------------------------- Director Gary P. Graphia
*By: /s/ GARY P. GRAPHIA ----------------------------------- Gary P. Graphia, Attorney-in fact II-25 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, each Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana on May 21, 2003. SHAW POWER SERVICES, INC. By: * ---------------------------------------- Name: Robert L. Belk Title: Vice President and Treasurer KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert L. Belk and Gary P. Graphia, and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign on his behalf individually and in each capacity stated below any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents and either of the, or their substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 21, 2003.
SIGNATURE CAPACITY * President (Principal Executive Officer) ---------------------------------------------- Frank Fronek * Vice President, Treasurer and Director ---------------------------------------------- (Principal Financial and Accounting Officer) Robert L. Belk /s/ Gary P. Graphia ---------------------------------------------- Director Gary P. Graphia
*By: /s/ GARY P. GRAPHIA ----------------------------------- Gary P. Graphia, Attorney-in fact II-26 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, each Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana on May 21, 2003. STONE & WEBSTER CONSTRUCTION, INC. By: * ------------------------------------- Name: Robert L. Belk Title: President KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert L. Belk and Gary P. Graphia, and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign on his behalf individually and in each capacity stated below any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents and either of the, or their substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 21, 2003.
SIGNATURE CAPACITY --------- -------- * President and Director ---------------------------------------------- (Principal Executive Officer) Robert L. Belk /s/ Gary P. Graphia Vice President, Secretary, Treasurer and ---------------------------------------------- Director (Principal Financial and Accounting Gary P. Graphia Officer)
*By: /s/ GARY P. GRAPHIA ----------------------------------- Gary P. Graphia, Attorney-in fact II-27 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, each Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana on May 21, 2003. STONE & WEBSTER, INC. By: * ------------------------------------------ Name: Robert L. Belk Title: Vice President and Treasurer KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert L. Belk and Gary P. Graphia, and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign on his behalf individually and in each capacity stated below any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents and either of the, or their substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 21, 2003.
SIGNATURE CAPACITY --------- -------- * President and Director ---------------------------------------------- (Principal Executive Officer) Richard F. Gill * Vice President, Treasurer and Director ---------------------------------------------- (Principal Financial and Accounting Officer) Robert L. Belk
*By: /s/ GARY P. GRAPHIA ----------------------------------- Gary P. Graphia, Attorney-in fact II-28 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, each Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana on May 21, 2003. STONE & WEBSTER - JSC MANAGEMENT CONSULTANTS, INC. By: * ----------------------------------------- Name: Robert L. Belk Title: Senior Vice President and Treasurer KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert L. Belk and Gary P. Graphia, and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign on his behalf individually and in each capacity stated below any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents and either of the, or their substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 21, 2003.
SIGNATURE CAPACITY * President and Director (Principal Executive ---------------------------------------------- Officer) Reynolds M. Delgado * Senior Vice President and Treasurer (Principal ---------------------------------------------- Financial and Accounting Officer) Robert L. Belk * Director ---------------------------------------------- T. A. Barfield, Jr.
*By: /s/ GARY P. GRAPHIA ----------------------------------- Gary P. Graphia, Attorney-in fact II-29 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, each Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana on May 21, 2003. STONE & WEBSTER MANAGEMENT CONSULTANTS, INC. By: * ---------------------------------------- Name: Robert L. Belk Title: Vice President and Treasurer KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert L. Belk and Gary P. Graphia, and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign on his behalf individually and in each capacity stated below any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents and either of the, or their substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 21, 2003.
SIGNATURE CAPACITY --------- -------- * President and Director (Principal Executive ---------------------------------------------- Officer) Reynolds M. Delgado * Vice President and Treasurer (Principal ---------------------------------------------- Financial and Accounting Officer) Robert L. Belk * ---------------------------------------------- Director Richard F. Gill
*By: /s/ GARY P. GRAPHIA ----------------------------------- Gary P. Graphia, Attorney-in fact II-30 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, each Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana on May 21, 2003. STONE & WEBSTER MASSACHUSETTS, INC. By: * ---------------------------------- Name: Robert L. Belk Title: Vice President and Treasurer KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert L. Belk and Gary P. Graphia, and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign on his behalf individually and in each capacity stated below any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents and either of the, or their substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 21, 2003.
SIGNATURE CAPACITY --------- -------- * President and Director ---------------------------------------------- (Principal Executive Officer) Gerald R. Doton * Vice President and Treasurer (Principal ---------------------------------------------- Financial and Accounting Officer) Robert L. Belk * ---------------------------------------------- Director Richard F. Gill * ---------------------------------------------- Director Joseph A. Green
*By: /s/ GARY P. GRAPHIA ----------------------------------- Gary P. Graphia, Attorney-in fact II-31 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, each Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana on May 21, 2003. STONE & WEBSTER MICHIGAN, INC. By: * ------------------------------------ Name: Richard M. Grieve Title: President KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert L. Belk and Gary P. Graphia, and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign on his behalf individually and in each capacity stated below any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents and either of the, or their substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 21, 2003.
SIGNATURE CAPACITY --------- -------- * President and Director (Principal Executive ---------------------------------------------- Officer) Richard M. Grieve * Treasurer (Principal Financial and Accounting ---------------------------------------------- Officer) Robert L. Belk * ---------------------------------------------- Director Richard F. Gill * ---------------------------------------------- Director A. Stanley Lucks
*By: /s/ GARY P. GRAPHIA ----------------------------------- Gary P. Graphia, Attorney-in fact II-32 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, each Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana on May 21, 2003. THE LANDBANK GROUP, INC. By: * -------------------------------------------------------- Name: T. A. Barfield, Jr. Title: Chief Executive Officer and Chairman of the Board KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert L. Belk and Gary P. Graphia, and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign on his behalf individually and in each capacity stated below any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents and either of the, or their substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 21, 2003.
SIGNATURE CAPACITY --------- -------- * Chief Executive Officer and Chairman of the ---------------------------------------------- Board of Directors (Principal Executive Officer) T. A. Barfield, Jr. * Executive Vice President, Treasurer and Director ---------------------------------------------- (Principal Financial and Accounting Officer) Dirk J. Wild * ---------------------------------------------- Director Daniel J. Shapiro
*By: /s/ GARY P. GRAPHIA ----------------------------------- Gary P. Graphia, Attorney-in fact II-33 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, each Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana on May 21, 2003. AMERICAN PLASTIC PIPE AND SUPPLY, L.L.C. SO-GLEN GAS CO., LLC By: EMCON/OWT, INC. As Sole Member By: * --------------------------------------------------- Name: Robert L. Belk Title: Executive Vice President, Assistant Treasurer and Assistant Chief Financial Officer KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert L. Belk and Gary P. Graphia, and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign on his behalf individually and in each capacity stated below any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents and either of the, or their substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 21, 2003.
SIGNATURE CAPACITY --------- -------- * President (Principal Executive Officer) of ---------------------------------------------- EMCON/OWT, Inc., the sole member of the above named Richard Peluso entities Executive Vice President, Treasurer and Chief * Financial Officer (Principal Financial and ---------------------------------------------- Accounting Officer) of EMCON/OWT, Inc., the sole Mary Geiger member of the above named entities * Director of EMCON/OWT, Inc., the sole member of the ---------------------------------------------- above named entities T. A. Barfield, Jr. /s/ Gary P. Graphia Director of EMCON/OWT, Inc., the sole member of the ---------------------------------------------- above named entities Gary P. Graphia
*By: /s/ GARY P. GRAPHIA ----------------------------------- Gary P. Graphia, Attorney-in fact II-34 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, each Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana on May 21, 2003. ARLINGTON AVENUE E VENTURE, LLC CAMDEN ROAD VENTURE, LLC GREAT SOUTHWEST PARKWAY VENTURE, LLC By: LANDBANK PROPERTIES, L.L.C. As Sole Member By: * ----------------------------------------- Name: T. A. Barfield, Jr. Title: Chief Executive Officer and Chairman KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert L. Belk and Gary P. Graphia, and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign on his behalf individually and in each capacity stated below any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents and either of the, or their substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 21, 2003.
SIGNATURE CAPACITY --------- -------- Chief Executive Officer and Chairman (Principal Executive Officer) of LandBank Properties, L.L.C., the sole member of the above named entities, and Director of The LandBank Group, Inc., the sole member of LandBank * Properties, L.L.C., the sole member of the above named ---------------------------------- entities T. A. Barfield, Jr. Executive Vice President and Treasurer (Principal Financial and Accounting Officer) of LandBank Properties, L.L.C., the sole member of the above named entities, and Director of The LandBank Group, Inc., the sole member of LandBank Properties, L.L.C., the sole * member of the above named entities ---------------------------------- Dirk J. Wild Director of The LandBank Group, Inc., the sole member of LandBank Properties, L.L.C., the sole member of the * above named entities ---------------------------------- Daniel J. Shapiro
*By: /s/ GARY P. GRAPHIA ----------------------------------- Gary P. Graphia, Attorney-in fact II-35 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, each Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana on May 21, 2003. BENICIA NORTH GATEWAY II, L.L.C. CHIMENTO WETLANDS, L.L.C. HL NEWHALL II, L.L.C. JERNEE MILL ROAD, L.L.C. KATO ROAD II, L.L.C. KIP I, L.L.C. LANDBANK BAKER, L.L.C. MILLSTONE RIVER WETLAND SERVICES, L.L.C. OTAY MESA VENTURES II, L.L.C. PLATTSBURG VENTURE, L.L.C. RARITAN VENTURE I, L.L.C. By: * ----------------------------------------- Name: T. A. Barfield, Jr. Title: President KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert L. Belk and Gary P. Graphia, and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign on his behalf individually and in each capacity stated below any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents and either of the, or their substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 21, 2003.
SIGNATURE CAPACITY --------- -------- President (Principal Executive Officer) of the above named entities and Director of The LandBank Group, Inc., the sole member of LandBank Properties, L.L.C., the sole * member of the above named entities ---------------------------------- T. A. Barfield, Jr. Executive Vice President and Treasurer (Principal Financial and Accounting Officer) of the above named entities and Director of The LandBank Group, Inc., the sole member of LandBank Properties, L.L.C., the sole * member of the above named entities ---------------------------------- Dirk J. Wild Director of The LandBank Group, Inc., the sole member of LandBank Properties, L.L.C., the sole member of the * above named entities ---------------------------------- Daniel J. Shapiro
*By: /s/ GARY P. GRAPHIA ----------------------------------- Gary P. Graphia, Attorney-in fact II-36 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, each Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana on May 21, 2003. LANDBANK PROPERTIES, L.L.C. By: * ----------------------------------------- Name: T. A. Barfield, Jr. Title: Chief Executive Officer and Chairman KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert L. Belk and Gary P. Graphia, and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign on his behalf individually and in each capacity stated below any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents and either of the, or their substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 21, 2003.
SIGNATURE CAPACITY --------- -------- Chief Executive Officer and Chairman (Principal Executive Officer) of the above * named entity and Director of The LandBank ---------------------------------- Group, Inc., the sole member of the above T. A. Barfield, Jr. named entity Executive Vice President and Treasurer (Principal Financial and Accounting Officer) of the above named entity and Director of The * LandBank Group, Inc., the sole member of the ---------------------------------- above named entity Dirk J. Wild * Director of The LandBank Group, Inc., the sole ---------------------------------- member of the above named entity Daniel J. Shapiro
*By: /s/ GARY P. GRAPHIA ----------------------------------- Gary P. Graphia, Attorney-in fact II-37 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, each Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana on May 21, 2003. LFG SPECIALITIES, L.L.C. By: * ----------------------------------------- Name: Robert L. Belk Title: Executive Vice President and Treasurer KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert L. Belk and Gary P. Graphia, and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign on his behalf individually and in each capacity stated below any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents and either of the, or their substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 21, 2003.
SIGNATURE CAPACITY --------- -------- President (Principal Executive Officer) of the above named entity and Director of EMCON/OWT, * Inc., the sole member of the above named entity ---------------------------------- T. A. Barfield, Jr. Executive Vice President and Treasurer * (Principal Financial and Accounting Officer) ---------------------------------- of the above named entity Robert L. Belk /s/ Gary P. Graphia Director of EMCON/OWT, Inc., the sole member ---------------------------------- of the above named entity Gary P. Graphia
*By: /s/ GARY P. GRAPHIA ----------------------------------- Gary P. Graphia, Attorney-in fact II-38 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, each Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana on May 21, 2003. NORWOOD VENTURE I, L.L.C. By: * ----------------------------------------- Name: T. A. Barfield, Jr. Title: President KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert L. Belk and Gary P. Graphia, and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign on his behalf individually and in each capacity stated below any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents and either of the, or their substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 21, 2003.
SIGNATURE CAPACITY --------- -------- President (Principal Executive Officer) of the above named entity and Director of The LandBank Group, Inc., the sole member of * LandBank Properties, L.L.C., the sole member ---------------------------------- of the above named entity T. A. Barfield, Jr. Executive Vice President of Special Projects and Treasurer (Principal Financial and Accounting Officer) of the above named entity and Director of The LandBank Group, Inc., the * sole member of LandBank Properties, L.L.C., ---------------------------------- the sole member of the above named entity Dirk J. Wild Director of The LandBank Group, Inc., the sole * member of LandBank Properties, L.L.C., the ---------------------------------- sole member of the above named entity Daniel J. Shapiro
*By: /s/ GARY P. GRAPHIA ----------------------------------- Gary P. Graphia, Attorney-in fact II-39 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, each Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana on May 21, 2003. S C WOODS, L.L.C. By: STONE & WEBSTER, INC. As Sole Member LFG SPECIALITIES, L.L.C. By: * ----------------------------------------- Name: Robert L. Belk Title: Executive Vice President and Treasurer KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert L. Belk and Gary P. Graphia, and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign on his behalf individually and in each capacity stated below any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents and either of the, or their substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 21, 2003.
SIGNATURE CAPACITY --------- -------- President (Principal Executive Officer) and * Director of Stone & Webster, Inc., the sole ---------------------------------- member of the above named entity Richard F. Gill Vice President, Treasurer (Principal Financial * and Accounting Officer) and Director of Stone & ---------------------------------- Webster, Inc., the sole member of the above Robert L. Belk named entity
*By: /s/ GARY P. GRAPHIA ----------------------------------- Gary P. Graphia, Attorney-in fact II-40 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, each Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana on May 21, 2003. SHAW CALIFORNIA, L.L.C. By: * ----------------------------------------- Name: T. A. Barfield, Jr. Title: President KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert L. Belk and Gary P. Graphia, and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign on his behalf individually and in each capacity stated below any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents and either of the, or their substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 21, 2003.
SIGNATURE CAPACITY --------- -------- President (Principal Executive Officer) of the above named entity and Director of Shaw * Environmental, Inc., the sole member of the ---------------------------------- above named entity T. A. Barfield, Jr. Executive Vice President and Treasurer * (Principal Financial and Accounting Officer) ---------------------------------- of the above named entity Dirk J. Wild /s/ Gary P. Graphia Director of Shaw Environmental, Inc., the sole ---------------------------------- member of the above named entity Gary P. Graphia
*By: /s/ GARY P. GRAPHIA ----------------------------------- Gary P. Graphia, Attorney-in fact II-41 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, each Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana on May 21, 2003. SHAW ENVIRONMENTAL LIABILITY SOLUTIONS, L.L.C. By: * ----------------------------------------- Name: T. A. Barfield, Jr. Title: Chief Executive Officer and Chairman KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert L. Belk and Gary P. Graphia, and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign on his behalf individually and in each capacity stated below any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents and either of the, or their substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 21, 2003.
SIGNATURE CAPACITY --------- -------- Chief Executive Officer and Chairman (Principal Executive Officer) of the above named entity and * Director of Shaw E&I Investment Holdings, Inc., ---------------------------------- the sole member of the above named entity T. A. Barfield, Jr. Executive Vice President and Treasurer (Principal * Financial and Accounting Officer) of the above ---------------------------------- named entity Scott LaGrange /s/ Gary P. Graphia Director of Shaw E&I Investment Holdings, Inc., ---------------------------------- the sole member of the above named entity Gary P. Graphia
*By: /s/ GARY P. GRAPHIA ----------------------------------- Gary P. Graphia, Attorney-in fact II-42 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana on May 21, 2003. SHAW JV HOLDINGS, L.L.C. By: * ----------------------------------------- Name: Robert L. Belk Title: Executive Vice President and Treasurer KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert L. Belk and Gary P. Graphia, and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign on his behalf individually and in each capacity stated below any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents and either of the, or their substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 21, 2003.
SIGNATURE CAPACITY --------- -------- * President (Principal Executive Officer) of the ---------------------------------- above named entity James T. Early Executive Vice President and Treasurer (Principal * Financial and Principal Accounting Officer) of ---------------------------------- the above named entity Robert L. Belk Chairman of the Board of Directors of The Shaw * Group Inc., the sole member of the above named entity ---------------------------------- J.M. Bernhard, Jr. * Director of The Shaw Group Inc., the sole member ---------------------------------- of the above named entity William H. Grigg * Director of The Shaw Group Inc., the sole member ---------------------------------- of the above named entity L. Lane Grigsby * Director of The Shaw Group Inc., the sole member ---------------------------------- of the above named entity David W. Hoyle
II-43
* Director of The Shaw Group Inc., the sole member ---------------------------------- of the above named entity Albert McAlister * Director of The Shaw Group Inc., the sole member ---------------------------------- of the above named entity Charles E. Roemer, III * Director of The Shaw Group Inc., the sole member ---------------------------------- of the above named entity John W. Sinders, Jr.
* By: /s/ GARY P. GRAPHIA --------------------------------- Gary P. Graphia, Attorney-in fact II-44 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana on May 21, 2003. SHAW POWER SERVICES GROUP, L.L.C. SHAW SERVICES, L.L.C. By: * ----------------------------------------- Name: Robert L. Belk Title: Executive Vice President and Treasurer KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert L. Belk and Gary P. Graphia, and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign on his behalf individually and in each capacity stated below any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents and either of the, or their substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 21, 2003.
SIGNATURE CAPACITY --------- -------- * President (Principal Executive Officer) of the ---------------------------------- above named entities Richard F. Gill Executive Vice President and Treasurer * (Principal Financial and Principal Accounting ---------------------------------- Officer) of the above named entities Robert L. Belk Chairman of the Board of Directors of The Shaw * Group Inc., the sole member of the above named ---------------------------------- entities J.M. Bernhard, Jr. * Director of The Shaw Group Inc., the sole ---------------------------------- member of the above named entities William H. Grigg * Director of The Shaw Group Inc., the sole ---------------------------------- member of the above named entities L. Lane Grigsby * Director of The Shaw Group Inc., the sole ---------------------------------- member of the above named entities David W. Hoyle
II-45 * Director of The Shaw Group Inc., the sole ---------------------------------- member of the above named entities Albert McAlister * Director of The Shaw Group Inc., the sole ---------------------------------- member of the above named entities Charles E. Roemer, III * Director of The Shaw Group Inc., the sole ---------------------------------- member of the above named entities John W. Sinders, Jr.
* By: /s/ GARY P. GRAPHIA --------------------------------- Gary P. Graphia, Attorney-in fact II-46 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana on May 21, 2003. SHAW REMEDIATION SERVICES, L.L.C. By: * ----------------------------------------- Name: T. A. Barfield, Jr. Title: President KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert L. Belk and Gary P. Graphia, and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign on his behalf individually and in each capacity stated below any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents and either of the, or their substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 21, 2003.
SIGNATURE CAPACITY --------- -------- * President (Principal Executive Officer) of the ---------------------------------- above named entity T. A. Barfield, Jr. Executive Vice President and Treasurer * (Principal Financial and Principal Accounting ---------------------------------- Officer) of the above named entity Dirk J. Wild Chairman of the Board of Directors of The Shaw * Group Inc., the sole member of the above named ---------------------------------- entity J.M. Bernhard, Jr. * Director of The Shaw Group Inc., the sole ---------------------------------- member of the above named entity William H. Grigg * Director of The Shaw Group Inc., the sole ---------------------------------- member of the above named entity L. Lane Grigsby * Director of The Shaw Group Inc., the sole ---------------------------------- member of the above named entity David W. Hoyle
II-47 * Director of The Shaw Group Inc., the sole ---------------------------------- member of the above named entity Albert McAlister * Director of The Shaw Group Inc., the sole ---------------------------------- member of the above named entity Charles E. Roemer, III * Director of The Shaw Group Inc., the sole ---------------------------------- member of the above named entity John W. Sinders, Jr.
* By: /s/ GARY P. GRAPHIA --------------------------------- Gary P. Graphia, Attorney-in fact II-48 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, each Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana on May 21, 2003. STONE & WEBSTER CONSTRUCTION SERVICES, L.L.C. By: * ----------------------------------------- Name: Robert L. Belk Title: President KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert L. Belk and Gary P. Graphia, and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign on his behalf individually and in each capacity stated below any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents and either of the, or their substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 21, 2003.
SIGNATURE CAPACITY --------- -------- President (Principal Executive Officer) of the above named entity and Director of Stone * & Webster Construction, Inc., the sole member ---------------------------------- of the above named entity Robert L. Belk Vice President, Secretary, Treasurer (Principal Financial and Accounting Officer) of the above named entity and Director of /s/ Gary P. Graphia Stone & Webster Construction, Inc., the sole ---------------------------------- member of the above named entity Gary P. Graphia
* By: /s/ GARY P. GRAPHIA --------------------------------- Gary P. Graphia, Attorney-in fact II-49 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, each Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana on May 21, 2003. STONE & WEBSTER SERVICES, L.L.C. By: * ----------------------------------------- Name: Robert L. Belk Title: Executive Vice President and Treasurer KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert L. Belk and Gary P. Graphia, and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign on his behalf individually and in each capacity stated below any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents and either of the, or their substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 21, 2003.
SIGNATURE CAPACITY --------- -------- President (Principal Executive Officer) of the above named entity and Director of Stone & * Webster, Inc., the sole member of the above ---------------------------------- named entity Richard F. Gill Executive Vice President and Treasurer (Principal Financial and Accounting Officer) of the above named entity and Director of * Stone & Webster, Inc., the sole member of the ---------------------------------- above named entity Robert L. Belk
* By: /s/ GARY P. GRAPHIA --------------------------------- Gary P. Graphia, Attorney-in fact II-50 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, each Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana on May 21, 2003. SWINC ACQUISITION FIVE, L.L.C. By: * ----------------------------------------- Name: Robert L. Belk Title: Executive Vice President and Treasurer KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert L. Belk and Gary P. Graphia, and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign on his behalf individually and in each capacity stated below any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents and either of the, or their substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 21, 2003.
SIGNATURE CAPACITY --------- -------- Chairman and President (Principal Executive Officer) of the above named entity and * Director of Stone & Webster, Inc., the sole ---------------------------------- member of the above named entity Richard F. Gill Executive Vice President and Treasurer (Principal Financial and Accounting Officer) of the above named entity and Director of Stone & Webster, Inc., * the sole member of the ---------------------------------- above named entity Robert L. Belk
* By: /s/ GARY P. GRAPHIA --------------------------------- Gary P. Graphia, Attorney-in fact II-51 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, each Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana on May 21, 2003. WHIPPANY VENTURE I, L.L.C. By: * ----------------------------------------- Name: William P. Lynott Title: President KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert L. Belk and Gary P. Graphia, and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign on his behalf individually and in each capacity stated below any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents and either of the, or their substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 21, 2003.
SIGNATURE CAPACITY --------- -------- * President (Principal Executive Officer) of the ---------------------------------- above named entity William P. Lynott * Treasurer (Principal Financial and Accounting ---------------------------------- Officer) of the above named entity Steve Betts * Director of The LandBank Group, Inc., the sole ---------------------------------- member of LandBank Properties, L.L.C., the sole T. A. Barfield, Jr. member of the above named entity Director of The LandBank Group, Inc., the sole * member of LandBank Properties, L.L.C., the sole ---------------------------------- member of the above named entity Daniel J. Shapiro Director of The LandBank Group, Inc., the sole * member of LandBank Properties, L.L.C., the sole ---------------------------------- member of the above named entity Dirk J. Wild
* By: /s/ GARY P. GRAPHIA --------------------------------- Gary P. Graphia, Attorney-in fact II-52 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, each Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana on May 21, 2003. ENVIROGEN, INC. MWR, INC. By: /s/ T.A. BARFIELD, JR. ----------------------------------------- Name: T.A. Barfield, Jr. Title: President KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert L. Belk and Gary P. Graphia, and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign on his behalf individually and in each capacity stated below any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents and either of the, or their substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 21, 2003.
SIGNATURE CAPACITY --------- -------- /s/ T. A. BARFIELD, JR. President and Director ---------------------------------- (Principal Executive Officer) T. A. Barfield, Jr. /s/ ROBERT L. BELK Executive Vice President and Treasurer ---------------------------------- (Principal Financial and Accounting Officer) Robert L. Belk /s/ GARY P. GRAPHIA Director ---------------------------------- Gary P. Graphia
II-53 INDEX TO EXHIBITS 3.1 Composite of the Restatement of the Articles of Incorporation of The Shaw Group Inc., as amended by (i) Articles of Amendment dated January 22, 2001 and (ii) Articles of Amendment dated July 31, 2001 (incorporated by reference to the designated Exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 2001). 3.2 Articles of Amendment of the Restatement of the Articles of Incorporation of The Shaw Group Inc. dated January 22, 2001 (incorporated by reference to the designated Exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended February 28, 2001). 3.3 Articles of Amendment to Restatement of the Articles of Incorporation of The Shaw Group Inc. dated July 31, 2001 (incorporated by reference to the designated Exhibit to The Shaw Group Inc.'s Registration Statement on Form 8-A filed on July 30, 2001). 3.4 Amended and Restated By-Laws of The Shaw Group Inc. dated December 8, 1993 (incorporated by reference to the designated Exhibit to The Shaw Group Inc.'s Annual Report on Form 10-K for the fiscal year ended August 31, 1994, as amended). 4.1 Specimen Common Stock Certificate (incorporated by reference to the designated Exhibit to the Company's Registration Statement on Form S-1 filed on October 22, 1993, as amended (No. 33-70722)). 4.2 Indenture dated as of May 1, 2001, between The Shaw Group Inc. and United States Trust Company of New York including Form of Liquid Yield Option(TM) Note Due 2021 (Zero Coupon-Senior) (Exhibits A-1 and A-2) (incorporated herein by reference to the designated Exhibit to the Company's Current Report on Form 8-K filed on May 11, 2001). 4.3 Rights Agreement, dated as of July 9, 2001, between The Shaw Group Inc. and First Union National Bank, as Rights Agent, including the Form of Articles of Amendment to the Restatement of the Articles of Incorporation of the Company as Exhibit A, the form of Rights Certificate as Exhibit B and the form of the Summary of Rights to Purchase Preferred Shares as Exhibit C (incorporated by reference to the designated Exhibit to the Company's Registration Statement on Form 8-A filed on July 30, 2001). 4.4 Indenture dated as of March 17, 2003, by and among The Shaw Group Inc., the Subsidiary Guarantors party thereto, and The Bank of New York, as trustee (incorporated by reference to the designated Exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended February 28, 2003). 4.5 Registration Rights Agreement dated as of March 17, 2003, by and among The Shaw Group Inc. and Credit Suisse First Boston LLC, UBS Warburg LLC, BMO Nesbit Burns Corp., Credit Lyonnais Securities (USA) Inc., BNP Paribas Securities Corp. and U.S. Bancorp Piper Jaffray Inc. (incorporated by reference to the designated Exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended February 28, 2003). 4.6 Form of 10-3/4% Senior Note Due 2010 (Included as Exhibit I to the Indenture incorporated by reference as Exhibit 4.4 hereto). 5.1* Opinion of Vinson & Elkins L.L.P. regarding the validity of the securities being registered. 5.2* Opinion of Kantrow, Spaht, Weaver & Blitzer (A Professional Law Corporation) regarding the validity of the securities being registered.
10.1 The Shaw Group Inc. 1993 Employee Stock Option Plan, amended and restated through October 8, 2001 (incorporated by reference to the designated Exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 2001). 10.2 The Shaw Group Inc. 1996 Non-Employee Director Stock Option Plan, amended and restated through October 8, 2001 (incorporated by reference to the designated Exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 2001). 10.3 The Shaw Group Inc. 2001 Employee Incentive Compensation Plan, amended and restated through October 8, 2001 (incorporated by reference to the designated Exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 2001). 10.4 The Shaw Group Inc. Stone & Webster Acquisition Stock Option Plan (incorporated by reference to the to the Company's Registration Statement on Form S-8 filed on June 12, 2001 (No 333-62856)). 10.5 Second Amended and Restated Credit Agreement dated as of February 28, 2002, among The Shaw Group Inc. Bank One, NA, Firstar Bank, N.A., Credit Lyonnais New York Branch and Union Planters Bank, N.A. (incorporated by reference to the designated Exhibit of the Company's Quarterly Report on Form 10-Q for the quarter ended February 28, 2002). 10.6 Employment Agreement dated as of April 10, 2001, by and between The Shaw Group Inc. and J.M. Bernhard, Jr. (incorporated by reference to the designated Exhibit to the Company's Annual Report on From 10-K for the fiscal year ended August 31, 2001). 10.7 Employment Agreement dated as of May 5, 2000, by and between The Shaw Group Inc. and Richard F. Gill and amended January 10, 2001(incorporated by reference to the designated Exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 2001). 10.8 Employment Agreement dated as of May 1, 2000, by and between The Shaw Group Inc. and Robert L. Belk (incorporated by reference to the designated Exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 2000). 10.9 Employment Agreement dated as of July 10, 2002, by and between The Shaw Group Inc. and T. A. Barfield, Jr. (incorporated by reference to the designated Exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 2002). 10.10 Asset Purchase Agreement, dated as of July 14, 2000, among Stone & Webster, Incorporated, certain subsidiaries of Stone & Webster, Incorporated and The Shaw Group Inc. (incorporated by reference to the designated Exhibit to the Company's Current Report on Form 8-K filed on July 28, 2000). 10.11 Composite Asset Purchase Agreement, dated as of January 23, 2002, by and among The Shaw Group Inc., The IT Group, Inc. and certain subsidiaries of The IT Group, Inc., including the following amendments: (i) Amendment No. 1, dated January 24, 2002, to Asset Purchase Agreement, (ii) Amendment No. 2, dated January 29, 2002, to Asset Purchase Agreement, and (iii) a letter agreement amending Section 8.04(a)(ii) of the Asset Purchase Agreement, dated as of April 30, 2002, between The IT Group, Inc. and The Shaw Group Inc. (incorporated herein by reference to designated Exhibit to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 16, 2002). Pursuant to Item 601(b)(2) of Regulation S-K, the exhibits and schedules referred to in the Asset Purchase Agreement are omitted. The Registrant hereby undertakes to furnish supplementally a copy of any omitted schedule or exhibit to the Commission upon request. 10.12 Amendment No. 3, dated May 2, 2002, to Asset Purchase Agreement by and among The Shaw Group Inc., The IT Group, Inc. and certain subsidiaries of The IT Group, Inc. (incorporated herein by reference to the designated Exhibit to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 16, 2002). Pursuant to Item 601(b)(2) of Regulation S-K, the exhibits and schedules referred to in Amendment No. 3 are omitted. The Registrant hereby undertakes to furnish supplementally a copy of any omitted schedule or exhibit to the Commission upon request.
10.13 Amendment No. 4, dated May 3, 2002, to Asset Purchase Agreement by and among The Shaw Group Inc., The IT Group, Inc. and certain subsidiaries of The IT Group, Inc. (incorporated herein by reference to the designated Exhibit to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 16, 2002.) 10.14 Third Amended and Restated Credit Agreement, dated as of March 17, 2003, by and among The Shaw Group Inc., as borrower, Credit Lyonnais New York Branch, as a joint arranger and sole book runner, Credit Suisse First Boston, as joint arranger, Harris Trust and Savings Bank and BNP Paribas co-syndication agents, U.S. Bank National Association, as documentation agent, and the other lenders signatory thereto. (incorporated herein by reference to Exhibit 99.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 19, 2003). 12.1 Computation of Ratios of Earnings and Fixed Charges (incorporated herein by reference to the designated Exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 2002.) 21.1 Subsidiaries of Shaw (incorporated herein by reference to the designated Exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2002). 23.1* Consent of Ernst & Young LLP. 23.6* Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1). 23.7* Consent of Kantrow, Spaht, Weaver & Blitzer (A Professional Law Corporation) (included in Exhibit 5.2). 24.1* Powers of Attorney (included in the signature pages of this Registration Statement). 25.1 Statement of Eligibility on Form T-1 of The Bank of New York (filed herewith).
---------- * Previously filed.