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Published on 7/15/2003 in the Prospect News Distressed Debt Daily.

Foster Wheeler plans exchange for 9% trust preferreds

New York, July 15 - Foster Wheeler Ltd. filed a registration statement to exchange new preferred securities for its existing 9% trust preferred securities series I issued by FW Preferred Capital Trust I.

The Clinton, N.J. company said the purpose of the exchange and related consent solicitation is to reduce its debt, improve its overall capital structure and allow Foster Wheeler Holdings Ltd. to make dividend payments on the preferred shares while Foster Wheeler LLC continues to defer payments in respect of the trust securities that are not tendered in this exchange offer.

According to the registration statement, Foster Wheeler is offering to exchange new cumulative guaranteed preferred shares on a one-for-one basis for its existing 9% trust preferreds. There will be no payment for accrued dividends on the existing securities.

The company left blank the dividend rate on the new preferreds along with many other details about the exchange.

The guarantees on the new preferreds will ensure they rank senior to the trust preferreds and to Foster Wheeler Ltd.'s 6.5% convertible subordinated notes due 2007.

The company said it plans to pay dividends on the preferreds on a current basis.

No expiration date was set for the offer.

Foster Wheeler also said it is soliciting consents to amend the junior subordinated indenture and guarantee agreement relating to the 9.00% junior subordinated deferrable interest debentures underlying the trust preferreds. Among other things, the amendment will permit Foster Wheeler LLC to pay dividends to Foster Wheeler Holdings Ltd. even though Foster Wheeler LLC has elected to defer payments in respect of the trust securities. The payments have been deferred since Jan. 15, 2002.

The exchange is conditional on at least 85% of the trust preferreds being tendered.

The dealer manager for the exchange offer and the consent solicitation is Rothschild Inc.

http://www.sec.gov/Archives/edgar/data/1130385/000104746903024173/a2112589zs-4.htm

Foster Wheeler plans exchange offer for convertibles

New York, July 15 - Foster Wheeler Ltd. said it is plans to make an exchange offer for its 6.5% convertible subordinated notes due 2007.

The Clinton, N.J. company said it expects to offer preferred stock of a subsidiary for the securities, according to a registration statement filed with the Securities and Exchange Commission for a separate exchange offer for its existing trust preferreds.

The proposed exchange would be part of a series of transactions to reduce its leverage.


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