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| CIK | 1130385 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Foster Wheeler Ag
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| February 10, 2015 |
FWLT / Foster Wheeler Ag / VANGUARD GROUP INC Passive Investment fosterwheelerag.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1 )* Name of issuer: Foster Wheeler AG Title of Class of Securities: Common Stock CUSIP Number: H27178104 Date of Event Which Requires Filing of this Statement: December 31, 2014 Check the appropriate box to |
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| January 20, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-31305 FOSTER WHEELER AG (Exact name of registrant as specified in its cha |
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| December 19, 2014 |
FWLT / Foster Wheeler Ag DEF 14A - - DEF 14A DEF 14A 1 a2222555zdef14a.htm DEF 14A Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS 2 TABLE OF CONTENTS 3 TABLE OF CONTENTS 4 TABLE OF CONTENTS 5 TABLE OF CONTENTS 6 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No |
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| December 9, 2014 |
EX-10.1 2 a14-255522ex10d1.htm EX-10.1 Exhibit 10.1 Fusionsvertrag | Merger Agreement (der Fusionsvertrag | the Merger Agreement) vom 8. Dezember 2014 | dated as of December 8, 2014 zwischen | among A-FW International Investments GmbH, c/o Foster Wheeler AG, Lindenstrasse 10, 6340 Baar, Schweiz | Switzerland (die Übernehmende Gesellschaft) (the Receiving Company) und | and Foster Wheeler AG, Linde |
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| December 9, 2014 |
Initiation of Squeeze-Out of Foster Wheeler AG EX-99.1 3 a14-255522ex99d1.htm EX-99.1 Exhibit 99.1 Initiation of Squeeze-Out of Foster Wheeler AG Amec Foster Wheeler announces that it has, through its wholly owned subsidiaries AMEC International Investments BV and A-FW International Investments GmbH, entered into a merger agreement with Foster Wheeler AG (“Foster Wheeler”) to acquire the remaining outstanding share capital of Foster Wheeler no |
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| December 9, 2014 |
Initiation of Squeeze-Out of Foster Wheeler AG Exhibit 99.1 Initiation of Squeeze-Out of Foster Wheeler AG Amec Foster Wheeler announces that it has, through its wholly owned subsidiaries AMEC International Investments BV and A-FW International Investments GmbH, entered into a merger agreement with Foster Wheeler AG (“Foster Wheeler”) to acquire the remaining outstanding share capital of Foster Wheeler not currently owned by Amec Foster Wheele |
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| December 9, 2014 |
FWLT / Foster Wheeler Ag 425 - Merger Prospectus - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): December 8, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Charter) Switzerland 001-31305 98-0607469 (State or Other Jurisdiction of Incorporation) (Commission File Number |
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| December 9, 2014 |
Exhibit 10.1 Fusionsvertrag | Merger Agreement (der Fusionsvertrag | the Merger Agreement) vom 8. Dezember 2014 | dated as of December 8, 2014 zwischen | among A-FW International Investments GmbH, c/o Foster Wheeler AG, Lindenstrasse 10, 6340 Baar, Schweiz | Switzerland (die Übernehmende Gesellschaft) (the Receiving Company) und | and Foster Wheeler AG, Lindenstrasse 10, 6340 Baar, Schweiz | Switz |
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| December 9, 2014 |
AMFW / Amec Foster Wheeler Plc 425 - Merger Prospectus - 425 Filed by Amec Foster Wheeler plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Registration Number: 333-199116 Date: December 9, 2014 IMPORTANT INFORMATION: This material is for informational purposes only and does not constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe to any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. |
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| December 9, 2014 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): December 8, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Charter) Switzerland 001-31305 98-0607469 (State or Other Jurisdiction of Incorporation) (Commission File Number |
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| December 8, 2014 |
AMFW / Amec Foster Wheeler Plc 425 - Merger Prospectus - 425 Filed by Amec Foster Wheeler plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Registration Number: 333-199116 Date: December 8, 2014 The following is a press release issued by Amec Foster Wheeler plc on December 8, 2014 announcing the terms of a squeeze-out merger to acquire the remaining outstanding share capita |
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| December 8, 2014 |
FWLT / Foster Wheeler Ag PRE 14A - - PRE 14A Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS 2 TABLE OF CONTENTS 3 TABLE OF CONTENTS 4 TABLE OF CONTENTS 5 TABLE OF CONTENTS 6 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 24, 2014 |
FINAL PRORATION RESULTS ANNOUNCED FOR FOSTER WHEELER EXCHANGE OFFER Exhibit 99.1 For Immediate Release FINAL PRORATION RESULTS ANNOUNCED FOR FOSTER WHEELER EXCHANGE OFFER London, United Kingdom (21 November 2014) – Amec Foster Wheeler plc (formerly AMEC plc) (LSE and NYSE: AMFW) (“Amec Foster Wheeler”) and AMEC International Investments BV, Amec Foster Wheeler’s directly wholly-owned subsidiary, are pleased to announce the final allocation of consideration for the |
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| November 24, 2014 |
FWLT / Foster Wheeler Ag 25 - - FORM 25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-31305 Issuer: FOSTER WHEELER AG Exchange: NASDAQ Stock Market LLC (Exact name of Issuer as specified in its charter, and name of Exchange where security is listed and/or registe |
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| November 24, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): November 21, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Charter) Switzerland 001-31305 98-0607469 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| November 13, 2014 |
AMFW / Amec Foster Wheeler Plc SC TO-T/A - - SC TO-T/A SC TO-T/A 1 a14-227812sctota.htm SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 8 to Schedule TO Tender Offer Statement under Section 14(d)(1) Or 13(e)(1) of The Securities Exchange Act of 1934 FOSTER WHEELER AG (Name of Subject Company (Issuer)) AMEC INTERNATIONAL INVESTMENTS BV Amec Foster Wheeler plc (formerly AMEC plc) (Name of Filing Persons (O |
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| November 13, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): November 13, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Charter) Switzerland 001-31305 98-0607469 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| November 13, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 8 to Schedule TO Tender Offer Statement under Section 14(d)(1) Or 13(e)(1) of The Securities Exchange Act of 1934 FOSTER WHEELER AG (Name of Subject Company (Issuer)) AMEC INTERNATIONAL INVESTMENTS BV Amec Foster Wheeler plc (formerly AMEC plc) (Name of Filing Persons (Offerors)) Registered shares, par value CHF3 |
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| November 13, 2014 |
FWLT / Foster Wheeler Ag S-8 POS - - FORM S-8 POS S-8 POS 1 v394258s-8pos.htm FORM S-8 POS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 (NO. 333-188443) POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 (NO. 33-34694) POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 (NO. 333-134592) POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 (NO. 333-129815) REGISTRATION STATEMENT UNDER THE SECURITIES ACT 1 |
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| November 13, 2014 |
EX-10.1 2 v393901ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 Foster Wheeler AG Omnibus Incentive Plan Amended and Restated Effective as of November 13, 2014 Applicable to replacement Awards granted by AMEC plc on November 13, 2014 Table of Contents Contents Page Article 1. Establishment, Purpose, and Duration 1 Article 2. Definitions 2 Article 3. Administration 7 Article 4. Shares Subject to This Plan an |
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| November 13, 2014 |
EX-99.1 4 v393901ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 13 November 2014 AMEC Successfully Completes Offer for Foster Wheeler AMEC plc (“AMEC”) and AMEC International Investments BV, AMEC’s direct wholly-owned subsidiary, are pleased to announce today that the offer (the “Offer”) to purchase all of the issued and to be issued registered shares (the “Foster Wheeler shares”) of Foster Wheeler AG (“Fos |
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| November 13, 2014 |
FWLT / Foster Wheeler Ag S-8 POS - - FORM S-8 POS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 (NO. 333-188443) POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 (NO. 33-34694) POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 (NO. 333-134592) POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 (NO. 333-129815) REGISTRATION STATEMENT UNDER THE SECURITIES ACT 1933 FOSTER WHEELER AG (Exact Name of Regi |
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| November 13, 2014 |
EX-99.2 5 v393901ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 Media release Date: 13 November 2014 Amec Foster Wheeler - a new force in global engineering, project delivery, asset support, power equipment and consultancy is unveiled and leadership team confirmed · 2013 annualised scope revenue of £5.5 billion (1) and order book of £6.3 billion(2) · Combined, highly skilled workforce of over 40,000 people |
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| November 13, 2014 |
FWLT / Foster Wheeler Ag S-8 POS - - FORM S-8 POS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 (NO. 333-188443) POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 (NO. 33-34694) POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 (NO. 333-134592) POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 (NO. 333-129815) REGISTRATION STATEMENT UNDER THE SECURITIES ACT 1933 FOSTER WHEELER AG (Exact Name of Regi |
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| November 13, 2014 |
AMFW / Amec Foster Wheeler Plc 425 - Merger Prospectus - 425 Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Registration Number: 333-199116 Date: November 13, 2014 The following is a press release issued by AMEC announcing the completion of the Offer on November 13, 2014: 13 November 2014 AMEC Successfully Completes Offer for Foster Wheeler AMEC plc (“AMEC”) and AMEC International Investments BV, AMEC’s direct wholly-owned subsidiary, are pleased to announce today that the offer (the “Offer”) to purchase all of the issued and to be issued registered shares (the “Foster Wheeler shares”) of Foster Wheeler AG (“Foster Wheeler”) has been successfully completed. |
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| November 13, 2014 |
EX-16.1 3 v393901ex16-1.htm EXHIBIT 16.1 Exhibit 16.1 November 13, 2014 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Foster Wheeler AG, which we understand will be filed with the Securities and Exchange Commission, pursuant to Item 4.01 of Form 8-K, as part of the Form 8-K of Foster Wheeler AG dated November 13, 2014. |
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| November 13, 2014 |
FWLT / Foster Wheeler Ag SC 14D9/A - - SC 14D9/A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-9 (RULE 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 3) Foster Wheeler AG (Name of Subject Company) Foster Wheeler AG (Name of Person Filing Statement) Registered Shares, par value CHF 3 per share (Title of Class of Se |
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| November 10, 2014 |
AMFW / Amec Foster Wheeler Plc SC TO-T/A - - SC TO-T/A SC TO-T/A 1 a14-227812sctota.htm SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 7 to Schedule TO Tender Offer Statement under Section 14(d)(1) Or 13(e)(1) of The Securities Exchange Act of 1934 FOSTER WHEELER AG (Name of Subject Company (Issuer)) AMEC INTERNATIONAL INVESTMENTS BV AMEC plc (Name of Filing Persons (Offerors)) Registered shares, par va |
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| November 10, 2014 |
AMFW / Amec Foster Wheeler Plc 425 - Merger Prospectus - 425 Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Registration Number: 333-199116 Date: November 10, 2014 The following is a press release issued by AMEC announcing the publication of the supplementary prospectus and was posted to the Investor section of AMEC’s website, www. |
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| November 10, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 7 to Schedule TO Tender Offer Statement under Section 14(d)(1) Or 13(e)(1) of The Securities Exchange Act of 1934 FOSTER WHEELER AG (Name of Subject Company (Issuer)) AMEC INTERNATIONAL INVESTMENTS BV AMEC plc (Name of Filing Persons (Offerors)) Registered shares, par value CHF3.00 per share (Title of Class of Se |
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| November 7, 2014 |
FWLT / Foster Wheeler Ag 425 - Merger Prospectus - FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): November 7, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Charter) Switzerland 001-31305 98-0607469 (State or Other Jurisdiction of Incorporation) (Commission File Number |
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| November 7, 2014 |
Termination of a Material Definitive Agreement UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): November 7, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Charter) Switzerland 001-31305 98-0607469 (State or Other Jurisdiction of Incorporation) (Commission File Number |
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| November 5, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 6 to Schedule TO Tender Offer Statement under Section 14(d)(1) Or 13(e)(1) of The Securities Exchange Act of 1934 FOSTER WHEELER AG (Name of Subject Company (Issuer)) AMEC INTERNATIONAL INVESTMENTS BV AMEC plc (Name of Filing Persons (Offerors)) Registered shares, par value CHF3.00 per share (Title of Class of Se |
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| November 5, 2014 |
AMFW / Amec Foster Wheeler Plc 425 - Merger Prospectus - 425 Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Registration Number: 333-199116 Date: November 5, 2014 The following is a press release issued by AMEC announcing the extension of the Offer and filing of the post-effective amendment posted to the Investor section of AMEC’s website, www. |
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| November 5, 2014 |
AMFW / Amec Foster Wheeler Plc SC TO-T/A - - SC TO-T/A SC TO-T/A 1 a14-227812sctota.htm SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 6 to Schedule TO Tender Offer Statement under Section 14(d)(1) Or 13(e)(1) of The Securities Exchange Act of 1934 FOSTER WHEELER AG (Name of Subject Company (Issuer)) AMEC INTERNATIONAL INVESTMENTS BV AMEC plc (Name of Filing Persons (Offerors)) Registered shares, par va |
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| November 4, 2014 |
AMFW / Amec Foster Wheeler Plc SC TO-T/A - - SC TO-T/A SC TO-T/A 1 a14-227812sctota.htm SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 5 to Schedule TO Tender Offer Statement under Section 14(d)(1) Or 13(e)(1) of The Securities Exchange Act of 1934 FOSTER WHEELER AG (Name of Subject Company (Issuer)) AMEC INTERNATIONAL INVESTMENTS BV AMEC plc (Name of Filing Persons (Offerors)) Registered shares, par va |
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| November 4, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 5 to Schedule TO Tender Offer Statement under Section 14(d)(1) Or 13(e)(1) of The Securities Exchange Act of 1934 FOSTER WHEELER AG (Name of Subject Company (Issuer)) AMEC INTERNATIONAL INVESTMENTS BV AMEC plc (Name of Filing Persons (Offerors)) Registered shares, par value CHF3.00 per share (Title of Class of Se |
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| November 4, 2014 |
AMFW / Amec Foster Wheeler Plc 425 - Merger Prospectus - 425 425 1 a14-227815425.htm 425 Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Registration Number: 333-199116 Date: November 4, 2014 IMPORTANT INFORMATION: An offer to purchase all of the issued and outstanding registered shares of Foster Wheeler AG (the “Offer”) is being made by AMEC plc (the “Offer |
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| November 4, 2014 |
FWLT / Foster Wheeler Ag SC 14D9/A - - SC 14D9/A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-9 (RULE 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2) Foster Wheeler AG (Name of Subject Company) Foster Wheeler AG (Name of Person Filing Statement) Registered Shares, par value CHF 3 per share (Title of Class of Se |
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| November 3, 2014 |
FWLT / Foster Wheeler Ag 10-Q - Quarterly Report - FORM 10-Q Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 3, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) November 3, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Its Charter) Switzerland (State or Other Jurisdiction of Incorporation) 001-31305 98-0607469 (Commission File Number) (IRS Employer Identification No. |
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| November 3, 2014 |
FOSTER WHEELER REPORTS RESULTS FOR THIRD QUARTER OF 2014 Exhibit 99.1 FOSTER WHEELER REPORTS RESULTS FOR THIRD QUARTER OF 2014 ZUG, SWITZERLAND, November 3, 2014 — Foster Wheeler AG (Nasdaq: FWLT) today reported income from continuing operations for the third quarter of 2014 of $25.4 million, or $0.25 per diluted share, compared with $48.9 million, or $0.50 per diluted share, in the third quarter of 2013. Income from continuing operations in both quarte |
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| October 24, 2014 |
AMFW / Amec Foster Wheeler Plc SC TO-T/A - - SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 4 to Schedule TO Tender Offer Statement under Section 14(d)(1) Or 13(e)(1) of The Securities Exchange Act of 1934 FOSTER WHEELER AG (Name of Subject Company (Issuer)) AMEC INTERNATIONAL INVESTMENTS BV AMEC plc (Name of Filing Persons (Offerors)) Registered shares, par value CHF3.00 per share (Title of Class of Se |
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| October 24, 2014 |
AMFW / Amec Foster Wheeler Plc 425 - Merger Prospectus - 425 Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Registration Number: 333-199116 Date: October 24, 2014 The following is the voting results of AMEC’s General Meeting held on October 23, 2014 and posted to the Investor section of AMEC’s website, www. |
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| October 24, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 4 to Schedule TO Tender Offer Statement under Section 14(d)(1) Or 13(e)(1) of The Securities Exchange Act of 1934 FOSTER WHEELER AG (Name of Subject Company (Issuer)) AMEC INTERNATIONAL INVESTMENTS BV AMEC plc (Name of Filing Persons (Offerors)) Registered shares, par value CHF3.00 per share (Title of Class of Se |
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| October 23, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 3 to Schedule TO Tender Offer Statement under Section 14(d)(1) Or 13(e)(1) of The Securities Exchange Act of 1934 FOSTER WHEELER AG (Name of Subject Company (Issuer)) AMEC INTERNATIONAL INVESTMENTS BV AMEC plc (Name of Filing Persons (Offerors)) Registered shares, par value CHF3.00 per share (Title of Class of Se |
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| October 23, 2014 |
AMFW / Amec Foster Wheeler Plc SC TO-T/A - - SC TO-T/A SC TO-T/A 1 a14-227812sctota.htm SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 3 to Schedule TO Tender Offer Statement under Section 14(d)(1) Or 13(e)(1) of The Securities Exchange Act of 1934 FOSTER WHEELER AG (Name of Subject Company (Issuer)) AMEC INTERNATIONAL INVESTMENTS BV AMEC plc (Name of Filing Persons (Offerors)) Registered shares, par va |
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| October 23, 2014 |
AMFW / Amec Foster Wheeler Plc 425 - Merger Prospectus - 425 425 1 a14-227811425.htm 425 Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Registration Number: 333-199116 Date: October 23, 2014 IMPORTANT INFORMATION: An offer to purchase all of the issued and outstanding registered shares of Foster Wheeler AG (the “Offer”) is being made by AMEC plc (the “Offer |
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| October 23, 2014 |
FWLT / Foster Wheeler Ag SC 14D9/A - - SC 14D9/A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-9 (RULE 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) Foster Wheeler AG (Name of Subject Company) Foster Wheeler AG (Name of Person Filing Statement) Registered Shares, par value CHF 3 per share (Title of Class of Se |
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| October 20, 2014 |
FWLT / Foster Wheeler Ag CORRESP - - CORRESP 1 filename1.htm By EDGAR and Post London Freshfields Bruckhaus Deringer LLP 65 Fleet Street London EC4Y 1HS T +44 20 7936 4000 (Switchboard) +44 20 7716 4752 (Direct) F +44 20 7108 4752 Ms Melissa C. Duru, Special Counsel LDE No 23 Office of Mergers and Acquisitions E [email protected] Securities and Exchange Commission www.freshfields.com 100 F St., NE Washington, D.C. 20549-0303 |
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| October 17, 2014 |
AMFW / Amec Foster Wheeler Plc 425 - Merger Prospectus - 425 Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Registration Number: 333-199116 Date: October 17, 2014 IMPORTANT INFORMATION: An offer to purchase all of the issued and outstanding registered shares of Foster Wheeler AG (the “Offer”) is being made by AMEC plc (the “Offeror”) through AMEC International Investments BV, a wholly-owned subsidiary of the Offeror. |
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| October 17, 2014 |
Exhibit 99.01 October 17, 2014 To Foster Wheeler Employees: I am writing to you today to provide another update on our pending combination with AMEC. I am pleased to confirm AMEC launched the formal offer on 7 October. AMEC has also filed its prospectus and circular for its own shareholder meeting. The prospectus and circular includes the name of the new company, which following completion of the |
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| October 17, 2014 |
Exhibit 99.01 October 17, 2014 To Foster Wheeler Employees: I am writing to you today to provide another update on our pending combination with AMEC. I am pleased to confirm AMEC launched the formal offer on 7 October. AMEC has also filed its prospectus and circular for its own shareholder meeting. The prospectus and circular includes the name of the new company, which following completion of the |
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| October 17, 2014 |
FWLT / Foster Wheeler Ag 425 - Merger Prospectus - FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): October 17, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Charter) Switzerland 001-31305 98-0607469 (State or Other Jurisdiction of Incorporation) (Commission File Number |
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| October 17, 2014 |
AMFW / Amec Foster Wheeler Plc SC TO-T/A - - SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 2 to Schedule TO Tender Offer Statement under Section 14(d)(1) Or 13(e)(1) of The Securities Exchange Act of 1934 FOSTER WHEELER AG (Name of Subject Company (Issuer)) AMEC INTERNATIONAL INVESTMENTS BV AMEC plc (Name of Filing Persons (Offerors)) Registered shares, par value CHF3.00 per share (Title of Class of Se |
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| October 17, 2014 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): October 17, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Charter) Switzerland 001-31305 98-0607469 (State or Other Jurisdiction of Incorporation) (Commission File Number |
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| October 17, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 2 to Schedule TO Tender Offer Statement under Section 14(d)(1) Or 13(e)(1) of The Securities Exchange Act of 1934 FOSTER WHEELER AG (Name of Subject Company (Issuer)) AMEC INTERNATIONAL INVESTMENTS BV AMEC plc (Name of Filing Persons (Offerors)) Registered shares, par value CHF3.00 per share (Title of Class of Se |
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| October 14, 2014 |
AMFW / Amec Foster Wheeler Plc SC TO-T/A - - SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 1 to Schedule TO Tender Offer Statement under Section 14(d)(1) Or 13(e)(1) of The Securities Exchange Act of 1934 FOSTER WHEELER AG (Name of Subject Company (Issuer)) AMEC INTERNATIONAL INVESTMENTS BV AMEC plc (Name of Filing Persons (Offerors)) Registered shares, par value CHF3.00 per share (Title of Class of Se |
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| October 14, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 1 to Schedule TO Tender Offer Statement under Section 14(d)(1) Or 13(e)(1) of The Securities Exchange Act of 1934 FOSTER WHEELER AG (Name of Subject Company (Issuer)) AMEC INTERNATIONAL INVESTMENTS BV AMEC plc (Name of Filing Persons (Offerors)) Registered shares, par value CHF3.00 per share (Title of Class of Se |
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| October 14, 2014 |
AMFW / Amec Foster Wheeler Plc 425 - Merger Prospectus - 425 Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Registration Number: 333-199116 Date: October 14, 2014 The following was mailed to AMEC shareholders by AMEC’s registrars on October 13, 2014: Dear [name of investor], Orient Capital has been mandated by AMEC plc to assist them with regards to the upcoming General Meeting which will be held on 23 October 2014. |
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| October 14, 2014 |
AMFW / Amec Foster Wheeler Plc 425 - Merger Prospectus - 425 Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Registration Number: 333-199116 Date: October 14, 2014 IMPORTANT INFORMATION: An offer to purchase all of the issued and outstanding registered shares of Foster Wheeler AG (the “Offer”) is being made by AMEC plc (the “Offeror”) through AMEC International Investments BV, a wholly-owned subsidiary of the Offeror. |
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| October 7, 2014 |
AMFW / Amec Foster Wheeler Plc 425 - Merger Prospectus - 425 Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Registration Number: 333-199116 Date: October 7, 2014 IMPORTANT INFORMATION: An offer to purchase all of the issued and outstanding registered shares of Foster Wheeler AG (the “Offer”) is being made by AMEC plc (the “Offeror”) through AMEC International Investments BV, a wholly-owned subsidiary of the Offeror. |
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| October 7, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Schedule TO Tender Offer Statement under Section 14(d)(1) Or 13(e)(1) of The Securities Exchange Act of 1934 FOSTER WHEELER AG (Name of Subject Company (Issuer)) AMEC INTERNATIONAL INVESTMENTS BV AMEC plc (Name of Filing Persons (Offerors)) Registered shares, par value CHF3.00 per share (Title of Class of Securities) H27178104 |
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| October 7, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): October 2, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Charter) Switzerland 001-31305 98-0607469 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| October 7, 2014 |
Exhibit 99.01 john a. doyle, jr. Tel 908-730-4270 Assistant Secretary Fax 908-730-4149 E-mail: [email protected] To: Individuals Who Hold Foster Wheeler AG Equity Awards and/or Who Are Subject to Foster Wheeler AG’s Security Trading Window and/or Share Ownership Guidelines Date: October 7, 2014 Re: Notifications in relation to AMEC Tender Offer AMEC plc (“AMEC”) has launched an exchange offer to a |
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| October 7, 2014 |
Exhibit (a)(5)(i) This announcement is neither an offer to exchange nor a solicitation of an offer to exchange Foster Wheeler shares (as defined below). |
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| October 7, 2014 |
AMFW / Amec Foster Wheeler Plc SC TO-T - - SC TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Schedule TO Tender Offer Statement under Section 14(d)(1) Or 13(e)(1) of The Securities Exchange Act of 1934 FOSTER WHEELER AG (Name of Subject Company (Issuer)) AMEC INTERNATIONAL INVESTMENTS BV AMEC plc (Name of Filing Persons (Offerors)) Registered shares, par value CHF3.00 per share (Title of Class of Securities) H27178104 |
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| October 7, 2014 |
Exhibit 99.01 john a. doyle, jr. Tel 908-730-4270 Assistant Secretary Fax 908-730-4149 E-mail: [email protected] To: Individuals Who Hold Foster Wheeler AG Equity Awards and/or Who Are Subject to Foster Wheeler AG’s Security Trading Window and/or Share Ownership Guidelines Date: October 7, 2014 Re: Notifications in relation to AMEC Tender Offer AMEC plc (“AMEC”) has launched an exchange offer to a |
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| October 7, 2014 |
EX-99.(A)(5)(I) 2 a14-904446ex99da5i.htm EX-99.(A)(5)(I) Exhibit (a)(5)(i) This announcement is neither an offer to exchange nor a solicitation of an offer to exchange Foster Wheeler shares (as defined below). The Offer (as defined below) is being made solely pursuant to the Prospectus (as defined below), the related Letter of Transmittal (as defined below) and any amendments and/or supplements th |
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| October 7, 2014 |
FWLT / Foster Wheeler Ag 425 - Merger Prospectus - FORM 8-K 425 1 v3904988k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): October 2, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Charter) Switzerland 001-31305 98-0607469 (State or Other Jurisdiction of Incorporat |
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| October 7, 2014 |
EX-99.(A)(5)(II) 3 a14-904446ex99da5ii.htm EX-99.(A)(5)(II) Exhibit (a)(5)(ii) IMPORTANT INFORMATION: An offer to purchase all of the issued and outstanding registered shares of Foster Wheeler AG (the “Offer”) is being made by AMEC plc (the “Offeror”) through AMEC International Investments BV, a wholly-owned subsidiary of the Offeror. This material is for informational purposes only and does not c |
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| October 7, 2014 |
- 1 - YOUR LEGAL RIGHTS AND OPTIONS IN THIS SETTLEMENT QuickLinks - Click here to rapidly navigate through this document Exhibit 99.(a)(24) IF YOU WERE A SHAREHOLDER OF FOSTER WHEELER AG ("FOSTER WHEELER" OR THE "COMPANY") ON ANY DAY BETWEEN FEBRUARY 13, 2014 AND THE DATE OF THE CLOSING OF THE OFFER FOR SHARES (THE "OFFER") OF FOSTER WHEELER BY AMEC plc ("AMEC") (THE "ACQUISITION"), YOUR RIGHTS MAY BE AFFECTED BY THE SETTLEMENT OF A CLASS ACTION. PLEA |
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| October 7, 2014 |
EX-99.(A)(5)(II) 3 a14-904446ex99da5ii.htm EX-99.(A)(5)(II) Exhibit (a)(5)(ii) IMPORTANT INFORMATION: An offer to purchase all of the issued and outstanding registered shares of Foster Wheeler AG (the “Offer”) is being made by AMEC plc (the “Offeror”) through AMEC International Investments BV, a wholly-owned subsidiary of the Offeror. This material is for informational purposes only and does not c |
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| October 7, 2014 |
FWLT / Foster Wheeler Ag SC 14D9 - - SC 14D9 Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| October 6, 2014 |
AMFW / Amec Foster Wheeler Plc 425 - Merger Prospectus - 425 Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Registration Number: 333-199116 Date: October 6, 2014 IMPORTANT INFORMATION: This material is for informational purposes only and does not constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe to any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. |
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| October 6, 2014 |
AMFW / Amec Foster Wheeler Plc 425 - Merger Prospectus - 425 Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: October 6, 2014 The following is an announcement made by AMEC and posted on its website, www. |
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| October 3, 2014 |
AMFW / Amec Foster Wheeler Plc 425 - Merger Prospectus - 425 425 1 a14-904453425.htm 425 Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: October 3, 2014 IMPORTANT INFORMATION: This material is for informational purposes only and does not constitute or form part of an offer to sell or the solicitation of an offer to buy |
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| October 3, 2014 |
AMFW / Amec Foster Wheeler Plc 425 - Merger Prospectus - 425 425 1 a14-904451425.htm 425 Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: October 3, 2014 The following is an announcement made by AMEC and posted on its website, www.amec.com, on October 3, 2014: AMEC announces new board directors to join after Foster Whee |
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| October 3, 2014 |
AMFW / Amec Foster Wheeler Plc 425 - Merger Prospectus - 425 Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: October 3, 2014 The following is an announcement made by AMEC and posted on its website, www. |
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| October 2, 2014 |
SECOND DEED OF AMENDMENT DATED 2 OCTOBER 2014 EX-2.1 2 v390559ex2-1.htm EXHIBIT 2.1 EXHIBIT 2.1 SECOND DEED OF AMENDMENT DATED 2 OCTOBER 2014 BETWEEN: (1) AMEC PLC (registered in England and Wales with registered number 1675285) whose registered office is at Booths Park, Chelford Road, Knutsford, Cheshire, WA16 8QZ, UK (AMEC); and (2) FOSTER WHEELER AG (registered in Switzerland with registered number CHE-114.603.783) whose registered office |
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| October 2, 2014 |
SECOND DEED OF AMENDMENT DATED 2 OCTOBER 2014 EXHIBIT 2.1 SECOND DEED OF AMENDMENT DATED 2 OCTOBER 2014 BETWEEN: (1) AMEC PLC (registered in England and Wales with registered number 1675285) whose registered office is at Booths Park, Chelford Road, Knutsford, Cheshire, WA16 8QZ, UK (AMEC); and (2) FOSTER WHEELER AG (registered in Switzerland with registered number CHE-114.603.783) whose registered office is at Lindenstrasse 10, 6340 Baar, (Ca |
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| October 2, 2014 |
FWLT / Foster Wheeler Ag 425 - Merger Prospectus - FORM 8K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): October 2, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Charter) Switzerland 001-31305 98-0607469 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| October 2, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): October 2, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Charter) Switzerland 001-31305 98-0607469 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| September 26, 2014 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): September 26, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Charter) Switzerland 001-31305 98-0607469 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
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| September 26, 2014 |
FWLT / Foster Wheeler Ag 425 - Merger Prospectus - FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): September 26, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Charter) Switzerland 001-31305 98-0607469 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
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| September 26, 2014 |
EX-99.01 2 v389942ex99-01.htm EXHIBIT 99.01 Exhibit 99.01 September 26, 2014 To Foster Wheeler Employees: I am writing to you today to provide another update on our pending combination with AMEC. Last week over 40 people from Foster Wheeler and AMEC participated in the second Integration Master Planning session. During the two-day session, the work streams provided an update on their transition an |
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| September 26, 2014 |
Exhibit 99.01 September 26, 2014 To Foster Wheeler Employees: I am writing to you today to provide another update on our pending combination with AMEC. Last week over 40 people from Foster Wheeler and AMEC participated in the second Integration Master Planning session. During the two-day session, the work streams provided an update on their transition and integration plans for Day 1, when the deal |
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| September 26, 2014 |
AMFW / Amec Foster Wheeler Plc 425 - Merger Prospectus - 425 Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: September 26, 2014 IMPORTANT INFORMATION: This material is for informational purposes only and does not constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe to any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. |
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| September 12, 2014 |
Exhibit 99.01 September 12, 2014 To Foster Wheeler Employees: I am writing to you today to provide another update on our pending combination with AMEC. This week, members of senior management from AMEC and Foster Wheeler participated in various Work-Stream and Integration Planning Meetings to finalize the operating model and progress the integration planning for the new company. The integration pl |
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| September 12, 2014 |
FWLT / Foster Wheeler Ag 425 - Merger Prospectus - FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): September 12, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Charter) Switzerland 001-31305 98-0607469 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
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| September 12, 2014 |
EX-99.01 2 v388952ex99-01.htm EXHIBIT 99.01 Exhibit 99.01 September 12, 2014 To Foster Wheeler Employees: I am writing to you today to provide another update on our pending combination with AMEC. This week, members of senior management from AMEC and Foster Wheeler participated in various Work-Stream and Integration Planning Meetings to finalize the operating model and progress the integration plan |
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| September 12, 2014 |
AMFW / Amec Foster Wheeler Plc 425 - Merger Prospectus - 425 Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: September 12, 2014 IMPORTANT INFORMATION: This material is for informational purposes only and does not constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe to any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. |
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| September 12, 2014 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): September 12, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Charter) Switzerland 001-31305 98-0607469 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
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| September 5, 2014 |
EX-99.1 2 v388422ex99-1.htm EXHIBIT 99.1 Exhibit 99.01 September 5, 2014 To Foster Wheeler Employees: I am writing to you today to provide another update on our pending combination with AMEC. Good progress has been made in further defining the operating model to reflect not only the future structure of the business but also our operations and execution approach. The four business units remain as o |
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| September 5, 2014 |
AMFW / Amec Foster Wheeler Plc 425 - Merger Prospectus - 425 Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: September 5, 2014 IMPORTANT INFORMATION: This material is for informational purposes only and does not constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe to any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. |
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| September 5, 2014 |
Exhibit 99.01 September 5, 2014 To Foster Wheeler Employees: I am writing to you today to provide another update on our pending combination with AMEC. Good progress has been made in further defining the operating model to reflect not only the future structure of the business but also our operations and execution approach. The four business units remain as originally proposed in June: Americas Nort |
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| September 5, 2014 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): September 5, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Charter) Switzerland 001-31305 98-0607469 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| September 5, 2014 |
FWLT / Foster Wheeler Ag 425 - Merger Prospectus - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): September 5, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Charter) Switzerland 001-31305 98-0607469 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| August 27, 2014 |
AMFW / Amec Foster Wheeler Plc 425 - Merger Prospectus - 425 Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: August 27, 2014 The following is the post half-year results roadshow presentation made available by AMEC to investors on August 27, 2014: 1 AMEC plc Investor slide pack August/September 2014 2 This presentation |
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| August 7, 2014 |
FOSTER WHEELER REPORTS RESULTS FOR SECOND QUARTER OF 2014 Exhibit 99.1 FOSTER WHEELER REPORTS RESULTS FOR SECOND QUARTER OF 2014 ZUG, SWITZERLAND, August 7, 2014 ? Foster Wheeler AG (Nasdaq: FWLT) today reported income from continuing operations for the second quarter of 2014 of $85.6 million, or $0.85 per diluted share, compared with $68.3 million, or $0.68 per diluted share, in the second quarter of 2013. Income from continuing operations in both quart |
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| August 7, 2014 |
AMFW / Amec Foster Wheeler Plc 425 - Merger Prospectus - F-4 Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: August 7, 2014 IMPORTANT INFORMATION: This material is for informational purposes only and does not constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe to any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. |
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| August 7, 2014 |
AMFW / Amec Foster Wheeler Plc 425 - Merger Prospectus - 425 Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: August 7, 2014 IMPORTANT INFORMATION: This material is for informational purposes only and does not constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe to any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. |
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| August 7, 2014 |
AMFW / Amec Foster Wheeler Plc 425 - Merger Prospectus - 425 Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: August 7, 2014 The following is AMEC’s 2014 half-year results posted on the Regulatory News Service on August 7, 2014: 1 AMEC plc 2014 half-year results Highlights · Underlying(1) revenue up 4% and EBITA up 5% · Underlying margins stable · Reported revenue £1,858 million, and EBITA £152 million · Down 7% and 4% respectively · Order book of £4. |
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| August 7, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 v3859908k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) August 7, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Its Charter) Switzerland (State or Other Jurisdiction of Incorporation) 001-31305 |
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| August 7, 2014 |
AMFW / Amec Foster Wheeler Plc 425 - Merger Prospectus - 425 Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: August 7, 2014 IMPORTANT INFORMATION: This material is for informational purposes only and does not constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe to any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. |
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| August 7, 2014 |
AMFW / Amec Foster Wheeler Plc 425 - Merger Prospectus - 425 Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: August 7, 2014 IMPORTANT INFORMATION: This material is for informational purposes only and does not constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe to any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. |
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| August 7, 2014 |
AMFW / Amec Foster Wheeler Plc 425 - Merger Prospectus - 425 Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: August 7, 2014 IMPORTANT INFORMATION: This material is for informational purposes only and does not constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe to any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. |
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| August 7, 2014 |
AMFW / Amec Foster Wheeler Plc 425 - Merger Prospectus - 425 Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: August 7, 2014 The following is the 2014 half-year results presentation made by AMEC and posted on its website, www. |
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| August 7, 2014 |
Statuten Foster Wheeler AG mit Sitz in Baar Exhibit 3.1 Statuten der Foster Wheeler AG mit Sitz in Baar Articles of Association of Foster Wheeler AG domiciled in Baar I. Firma, Sitz, Zweck und Dauer der Gesellschaft I. Company Name, Domicile, Purpose and Duration of the Company Art. 1 Firma und Sitz Art. 1 Name and Domicile Unter der Firma Foster Wheeler AG (Foster Wheeler Ltd.) (Foster Wheeler SA) besteht eine Aktiengesellschaft gem?ss den |
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| August 7, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2014 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-31305 FOST |
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| August 7, 2014 |
AMFW / Amec Foster Wheeler Plc 425 - Merger Prospectus - 425 Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: August 7, 2014 The following is the internal half-year results presentation made available by AMEC to its employees on August 7, 2014: 1 Collaborating, improving and growing - achieving ‘2015 and beyond’ 2014 ha |
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| August 1, 2014 |
EX-99.01 2 v38543999-01.htm EXHIBIT 99.01 Exibit 99.01 August 1, 2014 To Foster Wheeler Employees: Senior leaders of AMEC and Foster Wheeler met last week for the third in a series of integration planning workshops. At the workshops, the leadership team received status reports and feedback on the work that’s being done in a number of very important areas, including the operating model, culture and |
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| August 1, 2014 |
FWLT / Foster Wheeler Ag 425 - Merger Prospectus - FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): August 1, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Charter) Switzerland 001-31305 98-0607469 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| August 1, 2014 |
Exibit 99.01 August 1, 2014 To Foster Wheeler Employees: Senior leaders of AMEC and Foster Wheeler met last week for the third in a series of integration planning workshops. At the workshops, the leadership team received status reports and feedback on the work that’s being done in a number of very important areas, including the operating model, culture and employee engagement, branding and communi |
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| August 1, 2014 |
AMFW / Amec Foster Wheeler Plc 425 - Merger Prospectus - 425 Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: August 1, 2014 IMPORTANT INFORMATION: This material is for informational purposes only and does not constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe to any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. |
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| August 1, 2014 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): August 1, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Charter) Switzerland 001-31305 98-0607469 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| July 10, 2014 |
FOSTER WHEELER ANNOUNCES RESULTS FROM EXTRAORDINARY GENERAL MEETING FOSTER WHEELER ANNOUNCES RESULTS FROM EXTRAORDINARY GENERAL MEETING ZUG, SWITZERLAND, July 10, 2014 - Foster Wheeler AG (Nasdaq: FWLT) (“Foster Wheeler” or the “Company”) announced the results from its Extraordinary General Meeting (the “EGM”), which was held today at the Company’s offices in Baar, Switzerland. |
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| July 10, 2014 |
FOSTER WHEELER ANNOUNCES RESULTS FROM EXTRAORDINARY GENERAL MEETING EX-99.1 2 v383572ex99-1.htm EXHIBIT 99.1 FOSTER WHEELER ANNOUNCES RESULTS FROM EXTRAORDINARY GENERAL MEETING ZUG, SWITZERLAND, July 10, 2014 - Foster Wheeler AG (Nasdaq: FWLT) (“Foster Wheeler” or the “Company”) announced the results from its Extraordinary General Meeting (the “EGM”), which was held today at the Company’s offices in Baar, Switzerland. At the meeting, the Company's shareholders app |
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| July 10, 2014 |
AMFW / Amec Foster Wheeler Plc 425 - Merger Prospectus - 425 Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: July 10, 2014 IMPORTANT INFORMATION: This material is for informational purposes only and does not constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe to any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. |
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| July 10, 2014 |
Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 10, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Its Charter) Switzerland (State or Other Jurisdiction of Incorporation) 001-31305 (Commission File Number) 98-0607469 (IRS Employer Identification No. |
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| July 10, 2014 |
FWLT / Foster Wheeler Ag 425 - Merger Prospectus - FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 10, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Its Charter) Switzerland (State or Other Jurisdiction of Incorporation) 001-31305 (Commission File Number) 98-0607469 (IRS Employer Identification No. |
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| July 3, 2014 |
AMFW / Amec Foster Wheeler Plc 425 - Merger Prospectus - 425 Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: July 3, 2014 IMPORTANT INFORMATION: This material is for informational purposes only and does not constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe to any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. |
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| July 3, 2014 |
July 3, 2014 To Foster Wheeler Employees: Senior leaders of AMEC and Foster Wheeler met last week for the second integration workshop. |
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| July 3, 2014 |
EX-99.01 2 v383116ex99-01.htm EXHIBIT 99.01 July 3, 2014 To Foster Wheeler Employees: Senior leaders of AMEC and Foster Wheeler met last week for the second integration workshop. A focus of the discussion was “day 1” actions and deliverables. Topics included finance, ethics, human resources, sustainability, business development, operations, IT and project management. Two other areas received addit |
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| July 3, 2014 |
FWLT / Foster Wheeler Ag 425 - Merger Prospectus - FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): July 3, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Charter) Switzerland 001-31305 98-0607469 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I |
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| July 3, 2014 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): July 3, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Charter) Switzerland 001-31305 98-0607469 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I |
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| June 27, 2014 |
425 1 a14-904415425.htm 425 Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: June 27, 2014 IMPORTANT INFORMATION: This material is for informational purposes only and does not constitute or form part of an offer to sell or the solicitation of an offer to buy o |
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| June 20, 2014 |
Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: June 20, 2014 IMPORTANT INFORMATION: This material is for informational purposes only and does not constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe to any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. |
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| June 20, 2014 |
June 20, 2014 To Foster Wheeler Employees: The topic for this week’s update letter is to encourage you to help define the culture of the combined AMEC and Foster Wheeler. |
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| June 20, 2014 |
Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: June 20, 2014 IMPORTANT INFORMATION: This material is for informational purposes only and does not constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe to any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. |
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| June 20, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): June 20, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Charter) Switzerland 001-31305 98-0607469 (State or Other Jurisdiction of Incorporation) (Commission File Number) ( |
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| June 20, 2014 |
Financial Statements and Exhibits, Other Events - FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): June 20, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Charter) Switzerland 001-31305 98-0607469 (State or Other Jurisdiction of Incorporation) (Commission File Number) ( |
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| June 20, 2014 |
June 20, 2014 To Foster Wheeler Employees: The topic for this week’s update letter is to encourage you to help define the culture of the combined AMEC and Foster Wheeler. |
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| June 17, 2014 |
Interview discussion guide for Foster Wheeler customers Exhibit 99.01 Interview discussion guide for Foster Wheeler customers Set up for interviewees includes: · Introduction and reference to the phone / email introduction made by Foster Wheeler on behalf of BrandCap · Reassurance of confidential responses · The type of questions and topic areas to cover off Context · We are BrandCap, a brand consultancy. We offer a diverse set of brand related service |
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| June 17, 2014 |
Financial Statements and Exhibits, Other Events - FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): June 16, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Charter) Switzerland 001-31305 98-0607469 (State or Other Jurisdiction of Incorporation) (Commission File Number) ( |
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| June 17, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): June 16, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Charter) Switzerland 001-31305 98-0607469 (State or Other Jurisdiction of Incorporation) (Commission File Number) ( |
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| June 17, 2014 |
Interview discussion guide for Foster Wheeler customers Exhibit 99.01 Interview discussion guide for Foster Wheeler customers Set up for interviewees includes: · Introduction and reference to the phone / email introduction made by Foster Wheeler on behalf of BrandCap · Reassurance of confidential responses · The type of questions and topic areas to cover off Context · We are BrandCap, a brand consultancy. We offer a diverse set of brand related service |
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| June 13, 2014 |
Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: June 13, 2014 IMPORTANT INFORMATION: This material is for informational purposes only and does not constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe to any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. |
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| June 12, 2014 |
Definitive Proxy Statement Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| June 6, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): June 5, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Charter) Switzerland 001-31305 98-0607469 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I |
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| June 6, 2014 |
AMEC and Foster Wheeler Establish Common Intranet Site Exhibit 99.01 AMEC and Foster Wheeler Establish Common Intranet Site AMEC and Foster Wheeler have created a common intranet site where employees of both companies can view a variety of documents related to the pending transaction. The site is designed to be a convenient and easily accessible repository of publicly available materials, including presentations, letters and filings produced by both c |
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| June 6, 2014 |
Exhibit 99.02 June 6, 2014 To Foster Wheeler Employees: This week’s update letter addresses the proposed new structure of the combined organization. Specifically, AMEC has outlined a structure in which the business units of the combined company will continue to be organized primarily along geographical lines, although they will be defined in a slightly different way. The four business units will b |
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| June 6, 2014 |
Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: June 6, 2014 IMPORTANT INFORMATION: This material is for informational purposes only and does not constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe to any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. |
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| June 6, 2014 |
AMEC and Foster Wheeler Establish Common Intranet Site Exhibit 99.01 AMEC and Foster Wheeler Establish Common Intranet Site AMEC and Foster Wheeler have created a common intranet site where employees of both companies can view a variety of documents related to the pending transaction. The site is designed to be a convenient and easily accessible repository of publicly available materials, including presentations, letters and filings produced by both c |
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| June 6, 2014 |
Exhibit 99.02 June 6, 2014 To Foster Wheeler Employees: This week’s update letter addresses the proposed new structure of the combined organization. Specifically, AMEC has outlined a structure in which the business units of the combined company will continue to be organized primarily along geographical lines, although they will be defined in a slightly different way. The four business units will b |
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| June 6, 2014 |
Financial Statements and Exhibits, Other Events 8-K 1 v3808508k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): June 5, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Charter) Switzerland 001-31305 98-0607469 (State or Other Jurisdiction of Incorporation |
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| May 30, 2014 |
Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: May 30, 2014 IMPORTANT INFORMATION: This material is for informational purposes only and does not constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe to any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. |
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| May 30, 2014 |
Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: May 30, 2014 IMPORTANT INFORMATION: This material is for informational purposes only and does not constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe to any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. |
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| May 29, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM SD Specialized Disclosure Report FOSTER WHEELER AG (Exact Name of Registrant as Specified in Its Charter) Switzerland (State or other jurisdiction of incorporation or organization) 001-31305 (Commission File Number) 98-0607469 (IRS Employer Identification No. |
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| May 29, 2014 |
PRE 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 28, 2014 |
DEED OF AMENDMENT DATED 28 MAY 2014 EXECUTION VERSION DEED OF AMENDMENT DATED 28 MAY 2014 BETWEEN: (1) AMEC PLC (registered in England and Wales with registered number 1675285) whose registered office is at Booths Park, Chelford Road, Knutsford, Cheshire, WA16 8QZ, UK (AMEC); and (2) FOSTER WHEELER AG (registered in Switzerland with registered number CHE-114. |
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| May 28, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): May 28, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Charter) Switzerland 001-31305 98-0607469 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I |
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| May 28, 2014 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): May 28, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Charter) Switzerland 001-31305 98-0607469 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I |
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| May 28, 2014 |
DEED OF AMENDMENT DATED 28 MAY 2014 EX-2.1 2 v379905ex2-1.htm EXECUTION VERSION DEED OF AMENDMENT DATED 28 MAY 2014 BETWEEN: (1) AMEC PLC (registered in England and Wales with registered number 1675285) whose registered office is at Booths Park, Chelford Road, Knutsford, Cheshire, WA16 8QZ, UK (AMEC); and (2) FOSTER WHEELER AG (registered in Switzerland with registered number CHE-114.603.783) whose registered office is at Lindenstra |
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| May 23, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): May 23, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Charter) Switzerland 001-31305 98-0607469 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I |
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| May 23, 2014 |
May 23, 2014 To Foster Wheeler Employees: AMEC and Foster Wheeler continue to work closely on integration planning, including a specific effort to define an operating model for the combined company. |
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| May 23, 2014 |
Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: May 23, 2014 IMPORTANT INFORMATION: This material is for informational purposes only and does not constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe to any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. |
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| May 23, 2014 |
May 23, 2014 To Foster Wheeler Employees: AMEC and Foster Wheeler continue to work closely on integration planning, including a specific effort to define an operating model for the combined company. |
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| May 23, 2014 |
Financial Statements and Exhibits, Other Events - FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): May 23, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Charter) Switzerland 001-31305 98-0607469 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I |
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| May 22, 2014 |
Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: May 22, 2014 IMPORTANT INFORMATION: This material is for informational purposes only and does not constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe to any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. |
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| May 13, 2014 |
Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: May 13, 2014 The following is a presentation made by AMEC and posted on its website, www. |
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| May 9, 2014 |
Merger Prospectus - CURRENT REPORT 425 1 v3779908-k.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): May 9, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Charter) Switzerland 001-31305 98-0607469 (State or Other Jurisdiction of Incorpo |
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| May 9, 2014 |
Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: May 9, 2014 IMPORTANT INFORMATION: This material is for informational purposes only and does not constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe to any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. |
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| May 9, 2014 |
Financial Statements and Exhibits, Other Events - CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): May 9, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Charter) Switzerland 001-31305 98-0607469 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I. |
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| May 9, 2014 |
May 9, 2014 To Foster Wheeler Employees: I am writing you today to provide another update on our pending acquisition by AMEC plc. |
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| May 9, 2014 |
May 9, 2014 To Foster Wheeler Employees: I am writing you today to provide another update on our pending acquisition by AMEC plc. |
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| May 8, 2014 |
FOSTER WHEELER SHAREHOLDERS APPROVE ONE-TIME DIVIDEND FOSTER WHEELER SHAREHOLDERS APPROVE ONE-TIME DIVIDEND ZUG, SWITZERLAND, May 7, 2014 - Foster Wheeler AG (Nasdaq: FWLT) announced today that its shareholders have approved the payment of a one-time cash dividend of $0. |
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| May 8, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 7, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Its Charter) Switzerland (State or Other Jurisdiction of Incorporation) 001-31305 (Commission File Number) 98-0607469 (IRS Employer Identification No. |
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| May 7, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) May 7, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Its Charter) Switzerland (State or Other Jurisdiction of Incorporation) 001-31305 98-0607469 (Commission File Number) (IRS Employer Identification No. |
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| May 7, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2014 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-31305 FOS |
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| May 7, 2014 |
Statuten Foster Wheeler AG mit Sitz in Baar Exhibit 3.1 Statuten der Foster Wheeler AG mit Sitz in Baar I. Firma, Sitz, Zweck und Dauer der Gesellschaft Art. 1 Firma und Sitz Unter der Firma Foster Wheeler AG (Foster Wheeler Ltd.) (Foster Wheeler SA) besteht eine Aktiengesellschaft gem?ss den Bestimmungen des schweizerischen Obligationenrechts (OR) mit Sitz in Baar. Art. 2 Zweck 1Zweck der Gesellschaft ist der Erwerb, das Halten, das Verwal |
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| May 7, 2014 |
Exhibit 2.2 28 March 2014 To: Foster Wheeler AG Sheffield Park Reading Berkshire RG2 9FW For the attention of: Michelle Davies With a copy to: Freshfields Bruckhaus Deringer LLP 65 Fleet Street London, EC4Y 1HS For the attention of: Simon Marchant Freshfields Bruckhaus Deringer US LLP 601 Lexington Avenue New York, NY, 10022 For the attention of: Matthew F. Herman Dear Sirs, Implementation Agreeme |
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| May 7, 2014 |
FOSTER WHEELER REPORTS RESULTS FOR FIRST QUARTER OF 2014 FOSTER WHEELER REPORTS RESULTS FOR FIRST QUARTER OF 2014 · Record level $3.8 billion of consolidated scope backlog · Near-tripling of scope new orders in Global Power Group versus average quarter of 2013 ZUG, SWITZERLAND, May 7, 2014 — Foster Wheeler AG (Nasdaq: FWLT) today reported income from continuing operations for the first quarter of 2014 of $17.1 million, or $0.17 per diluted share, compar |
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| May 7, 2014 |
AMENDMENT NO. 1 CONTRACT OF EMPLOYMENT (1) FOSTER WHEELER MANAGEMENT LIMITED (2) STEPHEN ROSTRON Exhibit 10.1 AMENDMENT NO. 1 to CONTRACT OF EMPLOYMENT between (1) FOSTER WHEELER MANAGEMENT LIMITED and (2) STEPHEN ROSTRON THIS DEED is made on March 3, 2014 BETWEEN (1) FOSTER WHEELER MANAGEMENT LIMITED incorporated and registered in England and Wales with company number 05344191 whose registered office is at Shinfield Park, Shinfield, Reading, Berkshire RG2 9FW (the ?Company?); and (2) STEPHEN |
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| May 2, 2014 |
Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: May 2, 2014 The following is a presentation made by AMEC and posted on its website, www. |
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| April 25, 2014 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): April 25, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Charter) Switzerland 001-31305 98-0607469 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| April 25, 2014 |
April 25, 2014 To Foster Wheeler Employees: I am writing you today to provide an update on our pending acquisition by AMEC plc. |
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| April 25, 2014 |
Merger Prospectus - CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): April 25, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Charter) Switzerland 001-31305 98-0607469 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| April 25, 2014 |
EX-99.01 2 v375991ex99-01.htm EXHIBIT 99.01 April 25, 2014 To Foster Wheeler Employees: I am writing you today to provide an update on our pending acquisition by AMEC plc. As you know, there has been little news or official public comment from Foster Wheeler or AMEC about the deal since our February 13 announcements. It is customary for companies like ours to be largely silent during this interim |
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| April 25, 2014 |
Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: April 25, 2014 IMPORTANT INFORMATION: This material is for informational purposes only and does not constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe to any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. |
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| April 23, 2014 |
Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: April 23, 2014 IMPORTANT INFORMATION: This material is for informational purposes only and does not constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe to any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. |
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| April 23, 2014 |
Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: April 23, 2014 The following is an announcement made by AMEC and posted on its website, www. |
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| April 10, 2014 |
FWLT / Foster Wheeler Ag / Invesco Ltd. - FOSTER WHEELER AG Passive Investment SC 13G/A 1 fosterwheelerag03312014.htm FOSTER WHEELER AG SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13D-1(b) AND AMENDMENTS FILED THERETO FILED PURSUANT TO RULE 13D-2(b) Under the Securities Exchange Act of 1934 (Amendment No. 2)* Foster Wheeler AG (Name of Issuer) Common Stock (Title of C |
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| April 1, 2014 |
DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 13, 2014 |
PRE 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| February 28, 2014 |
Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: February 28, 2014 The following is a presentation made by AMEC and posted on its website, www. |
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| February 27, 2014 |
EX-21.0 EXHIBIT 21.0 SUBSIDIARIES OF THE REGISTRANT Foster Wheeler AG (Parent) Significant, Wholly Owned Subsidiaries (Directly or Indirectly) Listed by Jurisdiction of Organization Australia Foster Wheeler (QLD) Pty Ltd., Brisbane Foster Wheeler (WA) Pty Ltd., Perth Bermuda Continental Finance Company Ltd., Hamilton Foster Wheeler Holdings Ltd., Hamilton Foster Wheeler Ltd., Hamilton Foster Wheel |
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| February 27, 2014 |
Financial Statements and Exhibits, Other Events - FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 27, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Its Charter) Switzerland (State or Other Jurisdiction of Incorporation) 001-31305 (Commission File Number) 98-0607469 (IRS Employer Identification No. |
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| February 27, 2014 |
EX-99.1 2 v369596ex99-1.htm EXHIBIT 99.1 FOSTER WHEELER CASH DIVIDEND ZUG, SWITZERLAND, February 27, 2014 - Foster Wheeler AG (Nasdaq: FWLT) announced today that its board of directors has recommended the payment of a cash dividend of $0.40 per registered share, subject to approval by the company’s shareholders at the company’s annual general meeting, to be held on May 7, 2014. Assuming shareholde |
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| February 27, 2014 |
Exhibit 10.18 FOSTER WHEELER AG OMNIBUS INCENTIVE PLAN Employee Restricted Stock Unit Award Agreement Name of Participant: [] Grant Date: [], 2014 Number of Restricted Stock Units Awarded: [] Pursuant to the Foster Wheeler AG Omnibus Incentive Plan (the ?Plan?), a copy of which has been delivered to you, along with a prospectus describing the material terms of the Plan, and in accordance with the |
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| February 27, 2014 |
Exhibit 10.43 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (this ?Agreement?) dated effective as of June 1, 2009, between FOSTER WHEELER ASIA PACIFIC PTE. LTD., a Singaporean company (the ?Company?), and ROBERTO PENNO (the ?Executive? or ?you?). WHEREAS, the Executive and the Company desire to have an employment relationship on the terms and conditions set forth in this Agreement. Accordingly, the Co |
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| February 27, 2014 |
Exhibit 10.10 First Amendment to the FOSTER WHEELER ANNUAL EXECUTIVE SHORT-TERM INCENTIVE PLAN (As Amended and Restated Effective February 28, 2013) The Foster Wheeler Annual Executive Short-Term Incentive Plan (the “Plan”) is hereby amended as follows, pursuant to a resolution adopted by the Committee at its meeting held on February 26, 2014. Capitalized terms used but not specifically defined he |
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| February 27, 2014 |
Exhibit 10.45 SECOND AMENDMENT TO THE EMPLOYMENT AGREEMENT BETWEEN FOSTER WHEELER ASIA PACIFIC PTE. LTD. AND ROBERTO PENNO WHEREAS, FOSTER WHEELER ASIA PTE. LTD., a Singapore company (?FWAPL?), entered into an Employment Agreement with ROBERTO PENNO (the ?Executive?) effective as of June 1, 2009 (the ?Contract?), and a First Amendment thereto effective as of January 1, 2011 (the ?First Amendment? |
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| February 27, 2014 |
SIXTH AMENDMENT TO THE EMPLOYMENT AGREEMENT BETWEEN FOSTER WHEELER INC. RAKESH K. JINDAL EX-10.78 Exhibit 10.78 SIXTH AMENDMENT TO THE EMPLOYMENT AGREEMENT BETWEEN FOSTER WHEELER INC. AND RAKESH K. JINDAL This SIXTH AMENDMENT (this “Amendment”) to the Employment Agreement between FOSTER WHEELER INC., a Delaware corporation (the “Company”), and RAKESH K. JINDAL (the “Executive”), which FOSTER WHEELER INTERNATIONAL CORPORATION executed as Guarantor, dated as of April 27, 2009 (the “Agre |
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| February 27, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-313 |
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| February 27, 2014 |
FOSTER WHEELER REPORTS RESULTS FOR FOURTH QUARTER AND FULL YEAR OF 2013 · 26% increase in Q4 2013 scope revenues in Global E&C Group versus average quarter of 2012 · Second consecutive quarter of record-level scope backlog in Global E&C Group · 59% increase in Q4 2013 scope new orders in Global Power Group versus average quarter of 2012 · Q4 2013 results from continuing operations impacted by discrete items ZUG, SWITZERLAND, February 27, 2014 — Foster Wheeler AG (Nasdaq: FWLT) today reported a loss from continuing operations for the fourth quarter of 2013 of $37. |
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| February 27, 2014 |
FOSTER WHEELER CASH DIVIDEND ZUG, SWITZERLAND, February 27, 2014 - Foster Wheeler AG (Nasdaq: FWLT) announced today that its board of directors has recommended the payment of a cash dividend of $0. |
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| February 27, 2014 |
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT Exhibit 10.44 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT This FIRST AMENDMENT (this ?Amendment?) to the employment agreement dated effective as of June 1, 2009 (the ?Agreement?), between FOSTER WHEELER ASIA PACIFIC PTE. LTD., a Singapore company (the ?Company?), and ROBERTO PENNO (the ?Executive?) is made and entered into this January 1st, 2011. WHEREAS, The Executive and the Company heretofore enter |
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| February 27, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) February 27, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Its Charter) Switzerland (State or Other Jurisdiction of Incorporation) 001-31305 98-0607469 (Commission File Number) (IRS Employer Identification No. |
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| February 27, 2014 |
Exhibit 10.23 FOSTER WHEELER AG OMNIBUS INCENTIVE PLAN Employee Restricted Stock Unit Award Agreement (with Performance Goals) Name of Participant: [] Grant Date: [], 2014 Restricted Stock Unit Award at Target Level Payout: [] Pursuant to the Foster Wheeler AG Omnibus Incentive Plan (the ?Plan?), a copy of which has been delivered to you, along with a prospectus describing the material terms of th |
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| February 27, 2014 |
Exhibit 10.22 FOSTER WHEELER AG OMNIBUS INCENTIVE PLAN Employee Restricted Stock Unit Award Agreement (with Performance Goals) Name of Participant: Grant Date: [December , 2013] Restricted Stock Unit Award at Target Level Payout: Pursuant to the Foster Wheeler AG Omnibus Incentive Plan (the ?Plan?), a copy of which has been delivered to you, along with a prospectus describing the material terms of |
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| February 27, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 27, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Its Charter) Switzerland (State or Other Jurisdiction of Incorporation) 001-31305 (Commission File Number) 98-0607469 (IRS Employer Identification No. |
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| February 14, 2014 |
FWLT / Foster Wheeler Ag / SAC Capital Advisors LP - SCHEDULE 13G/A, #1 Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* FOSTER WHEELER AG (Name of Issuer) Registered Shares, CHF 3.00 par value per share (Title of Class of Securities) H27178104 (CUSIP Number) December 31, 2013 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate t |
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| February 13, 2014 |
Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: February 13, 2014 IMPORTANT INFORMATION: This material is for informational purposes only and does not constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe to any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. |
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| February 13, 2014 |
EX-2.1 2 v368433ex2-1.htm EXHIBIT 2.1 EXECUTION VERSION 13 february 2014 AMEC PLC Foster Wheeler AG IMPLEMENTATION AGREEMENT relating to the Acquisition of Foster Wheeler ag by amec plc Freshfields Bruckhaus Deringer LLP EXECUTION VERSION Contents Page 1. The Offer 1 2. Offer Period 8 3. Satisfaction of the Conditions and other Clearances 8 4. Squeeze-out 11 5. Obligations of the Parties 12 6. Boa |
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| February 13, 2014 |
Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: February 13, 2014 IMPORTANT INFORMATION: This material is for informational purposes only and does not constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe to any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. |
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| February 13, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): February 13, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Charter) Switzerland 001-31305 98-0607469 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| February 13, 2014 |
Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: February 13, 2014 The following updated pages were posted on AMEC’s website, www.amec.com, on February 13, 2014: |
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| February 13, 2014 |
Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: February 13, 2014 IMPORTANT INFORMATION: This material is for informational purposes only and does not constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe to any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. |
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| February 13, 2014 |
EX-99.02 4 v368433ex99-02.htm EXHIBIT 99.02 AMEC Foster Wheeler A Compelling Combination Presentation for Foster Wheeler Employees February 13, 2014 1 Disclaimer Safe Harbor Statement Foster Wheeler AG presentations may contain forward - looking statements that are based on management’s assumptions, expectations and projections about the Company and the various industries within which the Company |
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| February 13, 2014 |
Merger Prospectus - PROSPECTUSES AND COMMUNICATIONS RE: BUSINESS COMBINATION TRANSACTIONS Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: February 13, 2014 IMPORTANT INFORMATION: This material is for informational purposes only and does not constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe to any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. |
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| February 13, 2014 |
Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: February 13, 2014 On February 13, 2014, AMEC plc issued the following press release: AMEC plc 2013 results Highlights · Diluted EPS from continuing operations(1) 87. |
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| February 13, 2014 |
Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: February 13, 2014 On February 13, 2014, AMEC plc issued the following press release: Recommended acquisition of Foster Wheeler AG AMEC, the international engineering and project management company, announces that it has entered into a definitive agreement with Foster Wheeler AG (Foster Wheeler) under which AMEC will make a recommended offer to acquire the entire issued and to be issued share capital of Foster Wheeler (the Acquisition). |
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| February 13, 2014 |
Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: February 13, 2014 The following is the full-year results presentation made by AMEC and posted on its website, www. |
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| February 13, 2014 |
FOSTER WHEELER ENTERS INTO DEFINITIVE AGREEMENT WITH AMEC EX-99.03 5 v368433ex99-03.htm EXHIBIT 99.03 FOSTER WHEELER ENTERS INTO DEFINITIVE AGREEMENT WITH AMEC ZUG, SWITZERLAND, February 13, 2014 - Foster Wheeler AG (Nasdaq: FWLT) (“Foster Wheeler” or the “Company”) today announced that it has entered into a definitive agreement with AMEC plc (“AMEC”) pursuant to which AMEC will make an offer to acquire all the issued and to be issued share capital of th |
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| February 13, 2014 |
AMEC Foster Wheeler A Compelling Combination Presentation for Foster Wheeler Employees February 13, 2014 1 Disclaimer Safe Harbor Statement Foster Wheeler AG presentations may contain forward - looking statements that are based on management’s assumptions, expectations and projections about the Company and the various industries within which the Company operates. |
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| February 13, 2014 |
Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: February 13, 2014 IMPORTANT INFORMATION: This material is for informational purposes only and does not constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe to any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. |
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| February 13, 2014 |
Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: February 13, 2014 IMPORTANT INFORMATION: This material is for informational purposes only and does not constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe to any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. |
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| February 13, 2014 |
Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: February 13, 2014 IMPORTANT INFORMATION: This material is for informational purposes only and does not constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe to any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. |
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| February 13, 2014 |
FOSTER WHEELER ENTERS INTO DEFINITIVE AGREEMENT WITH AMEC FOSTER WHEELER ENTERS INTO DEFINITIVE AGREEMENT WITH AMEC ZUG, SWITZERLAND, February 13, 2014 - Foster Wheeler AG (Nasdaq: FWLT) (“Foster Wheeler” or the “Company”) today announced that it has entered into a definitive agreement with AMEC plc (“AMEC”) pursuant to which AMEC will make an offer to acquire all the issued and to be issued share capital of the Company. |
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| February 13, 2014 |
EX-99.01 3 v368433ex99-01.htm EXHIBIT 99.01 February 13, 2014 To Foster Wheeler Employees: Today we announced that the Company has entered into a definitive agreement with AMEC plc pursuant to which AMEC will acquire Foster Wheeler. (Attached is a copy of our related press release.) We believe the combination of our two firms will result in a more competitive company with a compelling offering acr |
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| February 13, 2014 |
February 13, 2014 To Foster Wheeler Employees: Today we announced that the Company has entered into a definitive agreement with AMEC plc pursuant to which AMEC will acquire Foster Wheeler. |
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| February 13, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): February 13, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Charter) Switzerland 001-31305 98-0607469 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| February 13, 2014 |
FWLT / Foster Wheeler Ag / ALTRINSIC GLOBAL ADVISORS LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 13, 2014 |
Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: February 13, 2014 IMPORTANT INFORMATION: This material is for informational purposes only and does not constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe to any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. |
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| February 13, 2014 |
Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: February 13, 2014 IMPORTANT INFORMATION: This material is for informational purposes only and does not constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe to any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. |
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| February 13, 2014 |
Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: February 13, 2014 The following is the internal full-year results presentation made available by AMEC to its employees on February 13, 2014: Collaborating, improving and growing - to ‘2015 and beyond’ 2013 results employee cascade Important information Forward-looking statements This presentation contains statements which constitute “forward-looking statements”. |
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| February 13, 2014 |
EX-2.1 2 v368433ex2-1.htm EXHIBIT 2.1 EXECUTION VERSION 13 february 2014 AMEC PLC Foster Wheeler AG IMPLEMENTATION AGREEMENT relating to the Acquisition of Foster Wheeler ag by amec plc Freshfields Bruckhaus Deringer LLP EXECUTION VERSION Contents Page 1. The Offer 1 2. Offer Period 8 3. Satisfaction of the Conditions and other Clearances 8 4. Squeeze-out 11 5. Obligations of the Parties 12 6. Boa |
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| February 11, 2014 |
FWLT / Foster Wheeler Ag / VANGUARD GROUP INC Passive Investment fosterwheeler.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 0 )* Name of issuer: Foster Wheeler AG Title of Class of Securities: Common Stock CUSIP Number: H27178104 Date of Event Which Requires Filing of this Statement: December 31, 2013 Check the appropriate box to d |
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| February 5, 2014 |
FWLT / Foster Wheeler Ag / Invesco Ltd. - FOSTER WHEELER AG Passive Investment SC 13G/A 1 fosterwheelerag12312013.htm FOSTER WHEELER AG SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13D-1(b) AND AMENDMENTS FILED THERETO FILED PURSUANT TO RULE 13D-2(b) Under the Securities Exchange Act of 1934 (Amendment No. 1)* Foster Wheeler AG (Name of Issuer) Common Stock (Title of C |
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| January 23, 2014 |
January 23, 2014 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| January 17, 2014 |
Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: January 17, 2014 IMPORTANT INFORMATION: This material is for informational purposes only and does not constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe to any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. |
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| January 13, 2014 |
FOSTER WHEELER ANNOUNCES NON-BINDING TERMS WITH AMEC REGARDING POTENTIAL TRANSACTION EXHIBIT 99.1 FOSTER WHEELER ANNOUNCES NON-BINDING TERMS WITH AMEC REGARDING POTENTIAL TRANSACTION ZUG, SWITZERLAND, January 13, 2014 - Foster Wheeler AG (Nasdaq: FWLT) (“Foster Wheeler” or the “Company”) today confirmed that, following a comprehensive review of strategic alternatives, it has provisionally agreed with AMEC plc (“AMEC”) non-binding outline terms concerning a possible business combin |
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| January 13, 2014 |
Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: January 13, 2014 IMPORTANT INFORMATION: This material is for informational purposes only and does not constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe to any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. |
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| January 13, 2014 |
Merger Prospectus - CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): January 13, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Charter) Switzerland 001-31305 98-0607469 (State or Other Jurisdiction of Incorporation) (Commission File Number |
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| January 13, 2014 |
FOSTER WHEELER ANNOUNCES NON-BINDING TERMS WITH AMEC REGARDING POTENTIAL TRANSACTION EXHIBIT 99.1 FOSTER WHEELER ANNOUNCES NON-BINDING TERMS WITH AMEC REGARDING POTENTIAL TRANSACTION ZUG, SWITZERLAND, January 13, 2014 - Foster Wheeler AG (Nasdaq: FWLT) (“Foster Wheeler” or the “Company”) today confirmed that, following a comprehensive review of strategic alternatives, it has provisionally agreed with AMEC plc (“AMEC”) non-binding outline terms concerning a possible business combin |
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| January 13, 2014 |
Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: January 13, 2014 IMPORTANT INFORMATION: This material is for informational purposes only and does not constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe to any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. |
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| January 13, 2014 |
Financial Statements and Exhibits, Other Events - CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): January 13, 2014 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Charter) Switzerland 001-31305 98-0607469 (State or Other Jurisdiction of Incorporation) (Commission File Number |
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| January 13, 2014 |
Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: January 13, 2014 The following are pages that were posted on AMEC’s website, www.amec.com, on January 13, 2014: 1 2 3 4 |
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| January 13, 2014 |
Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: January 13, 2014 IMPORTANT INFORMATION: This material is for informational purposes only and does not constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe to any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. |
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| January 13, 2014 |
Table of Contents Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: January 13, 2014 IMPORTANT INFORMATION: This communication is for informational purposes only and does not constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe to any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. |
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| January 13, 2014 |
Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: January 13, 2014 IMPORTANT INFORMATION: This communication is for informational purposes only and does not constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe to any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. |
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| January 13, 2014 |
Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: January 13, 2014 On January 13, 2014, AMEC plc issued the following press release: Possible offer for Foster Wheeler and update on trading AMEC, the international engineering and project management company, announces that it has provisionally agreed with Foster Wheeler AG (Foster Wheeler) the outline terms for a recommended cash and share offer for all of Foster Wheeler’s issued and to be issued share capital. |
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| January 13, 2014 |
Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: January 13, 2014 IMPORTANT INFORMATION: This communication is for informational purposes only and does not constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe to any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. |
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| January 13, 2014 |
Filed by AMEC plc This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Foster Wheeler AG Commission File Number: 001-31305 Date: January 13, 2014 The following is a presentation made to analysts by AMEC and posted on its website, www. |
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| January 3, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 31, 2013 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Its Charter) Switzerland (State or Other Jurisdiction of Incorporation) 001-31305 (Commission File Number) 98-0607469 (IRS Employer Identification No. |
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| November 22, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 19, 2013 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Its Charter) Switzerland (State or Other Jurisdiction of Incorporation) 001-31305 (Commission File Number) 98-0607469 (IRS Employer Identification No. |
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| November 13, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 7, 2013 FOSTER WHEELER AG (Exact Name of Registrant as Specified in Its Charter) Switzerland (State or Other Jurisdiction of Incorporation) 001-31305 (Commission File Number) 98-0607469 (IRS Employer Identification No. |
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| November 13, 2013 |
Exhibit 3.1 ORGANIZATIONAL REGULATIONS as of January 1, 2014 of Foster Wheeler AG (Foster Wheeler Ltd) (Foster Wheeler SA) a Swiss corporation with its registered office in Baar (hereinafter referred to as "Foster Wheeler", collectively with its Subsidiaries as "Foster Wheeler Group") TABLE OF CONTENT A. BASIS, SCOPE AND PURPOSE page 2 B. CORPORATE ORGANIZATION page 3 C. THE BOARD page 4 D. EXECUT |
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| November 7, 2013 |
Exhibit 10.2 Mr J Nield The New Barn 2 Batts Farmyard Wilton Marlborough SN8 3SS Dear Jon EFFECTIVE DATE OF EMPLOYMENT CONTRACT DATED 19 SEPTEMBER 2013 I confirm that the agreed effective date of your contract of employment dated 19 September 2013 is 2nd May 2013. This contract replaces all other contracts of employment between you, the Company or any Associated Company. Yours sincerely /s/ Beth B |
