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To: JHP who wrote (83769)	9/26/2000 9:47:07 AM
From: Dan	Respond to of 132070

JHP July 7, 2000 The Shaw Group Inc. announced that it was the successful bidder in the auction for the business of Stone & Webster, Inc. (S&W) in a proceeding under Chapter 11 of the U.S. Bankruptcy Code. In the transaction Shaw will acquire substantially all of the assets and assume certain liabilities of S&W, for a total purchase price of approximately $38 million in cash and approximately 2.5 million shares of Shaw Common Stock. Shaw will also assume liabilities with a book value of approximately $450 million and acquire assets with a book value of approximately $600 million. July 6, 2000 The Shaw Group Inc. announced that it has submitted a topping bid in the Federal Bankruptcy Court in Delaware for substantially all of the assets, and the assumption of certain liabilities, of Stone & Webster, Inc. Shaw's qualified bid totaled $163 million in cash and Shaw Common Stock. As a result, the Company will participate in an auction for the acquisition of S&W's assets July 6, 2000, at which time it will bid against Jacobs Engineering Group Inc., who entered into an asset purchase agreement with S&W on June 1, 2000. Assuming it is the successful bidder, Shaw anticipates closing the transaction shortly thereafter. June 2, 2000

To: JHP who wrote (83769)	9/26/2000 10:04:29 AM
From: Dan	Respond to of 132070

JHP - More Info -company says completion of the sale will likely result in the recognition of a substantial loss since the net book value of the Company's assets is currently more than $300.0 million. B) Company officials were recently notified of an unanticipated cost overrun on a key project by a major subcontractor related to estimates to complete work during the first half of 2000. As a result of this information, the Company subsequently conducted a thorough review of this project and, based on this review, recorded a provision of $27.5 million to complete work on the project, and its 1999 financial statements were revised for such matter. As a result of the liquidity problems created by the unanticipated project overrun, coupled with previously reported operating losses, the Company accelerated its discussions with potential lenders and strategic partners to provide interim and long-term financing. In addition, the Company initiated substantive discussions regarding possible strategic transactions that may result in the sale of all or part of its engineering and construction business, and is continuing to pursue the sale of its Nordic Refrigerated Services business as planned. The Company also initiated discussions with certain subcontractors with regard to extended payment terms. The issuance of a modified opinion by the Company's independent public accountants in connection with their audit of the consolidated financial statements of the Company for the year ended December 31, 1999, is a default under its recently extended credit facility. The Company has received a waiver related to this default and certain other matters from its principal bank lenders until May 31, 2000 and is in discussion with the agent bank for such bank lenders for further extension of the waiver. On May 8, 2000, the Company signed a letter of intent to sell substantially all of its assets in exchange for $150.0 million in cash and stock, and the assumption of substantially all of the Company's liabilities shown on its March 31, 2000 balance sheet, standby letters of credit, and its liabilities under a new credit facility entered into on May 9, 2000 pursuant to which up to $50.0 million of credit is being made available to the Company. The $50.0 million credit facility is intended to enable the Company to address its current liquidity difficulties and continue to operate its business until the asset sale is consummated. In addition, the Company, as a condition to the proposed sale of its assets, intends to seek bankruptcy court approval of the asset sale. Accordingly, the Company intends to file a voluntary petition for reorganization under Chapter 11 of the U.S. Bankruptcy Code following the execution of a definitive sale agreement, which is expected to occur by early June 2000. The proposed asset sale transaction is conditioned on completion of due diligence by the purchaser, negotiation and execution of a definitive agreement, approval under Hart-Scott-Rodino Act, and other customary conditions. The letter of intent contemplates that the purchaser may not assume liabilities associated with certain of the Company's existing contracts, which contracts, will not be identified until after completion of due diligence. Completion of the sale will likely result in the recognition of a substantial loss since the net book value of the Company's assets is currently more than $300.0 million. Determination of the amount of the loss is not reasonably possible at this time until after negotiation of a definitive sale agreement and completion of the competitive bid process provided for under Chapter 11. (C) Fixed assets, net are stated at cost less accumulated depreciation of $104.2 million at March 31, 2000 and $102.3 million at December 31, 1999.