"Let me be perfectly clear," said Raymond J. Milchovich, chairman, president and chief executive officer, "unless the tendered amount of Preferred Securities meets or exceeds an acceptable minimum threshold, this exchange offer will fail. If it does fail, all of the company's stakeholders will suffer."
If Foster Wheeler fails to complete the exchange offer, it is then obligated, subject to certain conditions, to commence and attempt to consummate the same economic transactions contemplated by the exchange offer through an alternative implementation structure. This obligation is contained in the lock-up agreements signed with various institutional holders of the company's debt securities, and it is more fully described in the registration statement on Form S-4 filed with the SEC relating to the proposed exchange offer. Foster Wheeler continues to actively consider such alternatives.
The securities proposed to be exchanged are as follows: (1) Foster Wheeler's Common Shares and its Series B Convertible Preferred Shares (the "Preferred Shares") and warrants to purchase Common Shares for any and all outstanding 9.00% Preferred Securities, Series I issued by FW Preferred Capital Trust I (liquidation amount $25 per trust security) and guaranteed by Foster Wheeler Ltd. and Foster Wheeler LLC, including accrued dividends; (2) Foster Wheeler's Common Shares and Preferred Shares for any and all outstanding 6.50% Convertible Subordinated Notes due 2007 issued by Foster Wheeler Ltd. and guaranteed by Foster Wheeler LLC; (3) Foster Wheeler's Common Shares and Preferred Shares for any and all outstanding Series 1999 C Bonds and Series 1999 D Bonds (as defined in the Second Amended and Restated Mortgage, Security Agreement, and Indenture of Trust dated as of October 15, 1999 from Village of Robbins, Cook County, Illinois, to SunTrust Bank, Central Florida, National Association, as Trustee); and (4) Foster Wheeler's Common Shares and Preferred Shares and up to $150,000,000 of Fixed Rate Senior Secured Notes due 2011 of Foster Wheeler LLC guaranteed by Foster Wheeler Ltd. and certain Subsidiary Guarantors for any and all outstanding 6.75% Senior Notes due 2005 of Foster Wheeler LLC guaranteed by Foster Wheeler Ltd. and certain Subsidiary Guarantors; and solicitation of consents to proposed amendments to the indenture relating to the 9.00% Junior Subordinated Deferrable Interest Debentures, Series I of Foster Wheeler LLC, the indenture relating to the 6.50% Convertible Subordinated Notes due 2007 and the indenture relating to the 6.75% Senior Notes due 2005.
As of 5:00 p.m. on September 14, 2004, holders have tendered the following dollar amounts and percentages of the following original securities: (1) 9.00% Preferred Securities, $86,281,525 (49.3%); (2) 6.50% Convertible Subordinated Notes, $209,930,000 (99.97%); (3) Robbins Series C Bonds due 2024, $56,643,071 (73.4%), Robbins Series C Bonds due 2009, $12,028,197 (99.2%), and Robbins Series D Bonds, $35,489,277 based on the balance due at maturity (99.1%); and (4) 6.75% Senior Notes, $192,118,000 (96.1%).
A copy of the prospectus relating to the New Notes and other related documents may be obtained from the information agent. The information agent for the exchange offer and consent solicitation is Georgeson Shareholder Communications Inc., 17 State Street, 10th Floor, New York, New York 10014. Georgeson's telephone number for bankers and brokers is 212-440-9800 and for all other security holders is 800-891-3214.
The dealer manager for the exchange offer and consent solicitation is Rothschild Inc., 1251 Avenue of the Americas, 51st Floor, New York, New York 10020. Contact Rothschild at 212-403-3784 with any questions on the exchange offer.
The exchange agent for the exchange offer is the Bank of New York, London Branch.
Investors and security holders are urged to read the following documents filed with the SEC, as amended from time to time, relating to the proposed exchange offer because they contain important information: (1) the registration statement on Form S-4 (File No. 333-107054) and (2) the Schedule TO (File No. 005-79124). These and any other documents relating to the proposed exchange offer, when they are filed with the SEC or from the information agent as noted above.
The foregoing reference to the exchange offer and any other related transactions shall not constitute an offer to buy or exchange securities or constitute the solicitation of an offer to sell or exchange any securities in Foster Wheeler Ltd. or any of its subsidiaries.
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