FWLT » Topics » EXPLANATORY NOTE

These excerpts taken from the FWLT 10-K filed Feb 24, 2009.
EXPLANATORY NOTE
 
This Annual Report on Form 10-K is being filed pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by Foster Wheeler AG, a Swiss corporation, as successor to Foster Wheeler Ltd., a company incorporated under the laws of Bermuda. Pursuant to a scheme of arrangement under Bermuda law (the “Scheme of Arrangement”) described in Part I, Item 1, “Business — The Redomestication,” on February 9, 2009 all of the previously outstanding common shares of Foster Wheeler Ltd. were cancelled and each holder of cancelled Foster Wheeler Ltd. common shares received registered shares of Foster Wheeler AG (or cash in lieu of any fractional common shares). As a result of the Scheme of Arrangement, Foster Wheeler Ltd. became a wholly-owned subsidiary of Foster Wheeler AG. Pursuant to Rule 12g-3 under the Exchange Act, Foster Wheeler AG is filing this Annual Report on Form 10-K, which covers the last full fiscal year of Foster Wheeler Ltd. before the succession, as the successor issuer for reporting purposes under the Exchange Act. Certain disclosures relating specifically to Foster Wheeler AG are noted throughout this Annual Report on Form 10-K.
 
EXPLANATORY NOTE
 
This Annual Report on Form 10-K is being filed pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by Foster Wheeler AG, a Swiss corporation, as successor to Foster Wheeler Ltd., a company incorporated under the laws of Bermuda. Pursuant to a scheme of arrangement under Bermuda law (the “Scheme of Arrangement”) described in Part I, Item 1, “Business — The Redomestication,” on February 9, 2009 all of the previously outstanding common shares of Foster Wheeler Ltd. were cancelled and each holder of cancelled Foster Wheeler Ltd. common shares received registered shares of Foster Wheeler AG (or cash in lieu of any fractional common shares). As a result of the Scheme of Arrangement, Foster Wheeler Ltd. became a wholly-owned subsidiary of Foster Wheeler AG. Pursuant to Rule 12g-3 under the Exchange Act, Foster Wheeler AG is filing this Annual Report on Form 10-K, which covers the last full fiscal year of Foster Wheeler Ltd. before the succession, as the successor issuer for reporting purposes under the Exchange Act. Certain disclosures relating specifically to Foster Wheeler AG are noted throughout this Annual Report on Form 10-K.
 
EXPLANATORY
NOTE



 



This Annual Report on
Form 10-K
is being filed pursuant to the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), by Foster Wheeler AG,
a Swiss corporation, as successor to Foster Wheeler Ltd., a
company incorporated under the laws of Bermuda. Pursuant to a
scheme of arrangement under Bermuda law (the “Scheme of
Arrangement”) described in Part I, Item 1,
“Business — The Redomestication,” on
February 9, 2009 all of the previously outstanding common
shares of Foster Wheeler Ltd. were cancelled and each holder of
cancelled Foster Wheeler Ltd. common shares received registered
shares of Foster Wheeler AG (or cash in lieu of any fractional
common shares). As a result of the Scheme of Arrangement, Foster
Wheeler Ltd. became a wholly-owned subsidiary of Foster Wheeler
AG. Pursuant to
Rule 12g-3
under the Exchange Act, Foster Wheeler AG is filing this Annual
Report on
Form 10-K,
which covers the last full fiscal year of Foster Wheeler Ltd.
before the succession, as the successor issuer for reporting
purposes under the Exchange Act. Certain disclosures relating
specifically to Foster Wheeler AG are noted throughout this
Annual Report on
Form 10-K.


 




EXCERPTS ON THIS PAGE:

10-K (3 sections)
Feb 24, 2009
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