Initial Statement of Beneficial Ownership (3)
November 21 2014 - 11:27AM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Amec Foster Wheeler plc
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2. Date of Event Requiring Statement (MM/DD/YYYY)
11/13/2014
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3. Issuer Name
and
Ticker or Trading Symbol
FOSTER WHEELER AG [FWLT]
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(Last)
(First)
(Middle)
BOOTHS PARK, CHELFORD ROAD, KNUTSFORD
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
___
X
___ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Street)
CHESHIRE, X0 WA16 8QZ
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Registered Shares, par value CHF 3 per share
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99164451
(1)
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I
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By AMEC International Investments BV
(2)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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Reflects shares exchanged in an exchange offer that expired at 11:59 p.m. New York City time on November 12, 2014 (4:59 a.m. London time on November 13, 2014; 5:59 a.m. Zug time on November 13, 2014). This includes 3,768,740 shares subject to notices of guaranteed delivery that were not validly delivered. Notwithstanding the foregoing, AMEC International Investments BV (the "Purchaser") reserves its rights fully under the terms of the exchange offer, including the terms of the notice of guaranteed delivery, to acquire such shares.
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(
2)
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The shares are beneficially held by the Purchaser. The Purchaser is a direct wholly-owned subsidiary of Amec Foster Wheeler plc (the "Parent") and is the beneficial owner of the shares purchased in the exchange offer. The shares may also be deemed to be indirectly beneficially owned by the Parent.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Amec Foster Wheeler plc
BOOTHS PARK, CHELFORD ROAD
KNUTSFORD
CHESHIRE, X0 WA16 8QZ
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X
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AMEC International Investments B.V.
FACILITY POINT, MEANDER 251
ARNHEM, P7 6825 MC
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X
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Signatures
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/s/ Alison Yapp, General Counsel & Company Secretary, on behalf of Amec Foster Wheeler plc
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11/21/2014
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**
Signature of Reporting Person
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Date
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/s/ Alan Dick, director, on behalf of AMEC International Investments BV
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11/21/2014
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**
Signature of Reporting Person
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Date
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/s/ Gert Stam, director, on behalf of AMEC International Investments BV
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11/21/2014
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 5(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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