Item
1.
(a) Name
of Issuer
Foster
Wheeler Ltd.
Item
1.
(b)
Address
of Issuer’s Principal Executive Offices
Perryville
Corporate Park
Clinton,
NJ 08809-4000
Item
2. (a)
Name of Person Filing
This
Schedule 13G is being filed on behalf of the following persons (the “Reporting
Persons”)*:
(i) Ziff
Asset Management, L.P. (“ZAM”);
(ii) PBK
Holdings, Inc. (“PBK”);
(iii) Philip
B. Korsant; and
(iv) ZBI
Equities, L.L.C. (“ZBI”);
* Attached
as Exhibit A is a copy of an agreement among the Reporting Persons that this
Schedule 13G is being filed on behalf of each of them.
Item
2. (b)
Address of Principal Business Office or, if None, Residence
Ziff
Asset Management, L.P.
283
Greenwich Avenue
Greenwich,
CT 06830
PBK
Holdings, Inc.
283
Greenwich Avenue
Greenwich,
CT 06830
Philip
B.
Korsant
283
Greenwich Avenue
Greenwich,
CT 06830
ZBI
Equities, L.L.C.
283
Greenwich Avenue
Greenwich,
CT 06830
Item
2. (c)
Citizenship
See
Item
4 of the attached cover pages.
Item
2. (d)
Title of Class of Securities
Common
Stock, $.01 par value (the “Common Stock”)
Item
2.
(e)
CUSIP Number
G36535139
Item
3.
Not
applicable as this Schedule 13G is filed pursuant to Rule 13d-1(c).
Item
4. Ownership
(a)
Amount
beneficially
owned:
See
Item 9 of the attached cover
pages.
(b)
Percent
of class:
See
Item 11 of the attached cover
pages.
(c)
Number of shares as to which such person has:
(i)
Sole power to vote or to direct the vote:
See
Item 5 of the attached cover
pages.
(ii) Shared
power to vote or to direct the vote:
See
Item 6 of the attached cover
pages.
(iii) Sole
power to dispose or to direct the disposition:
See
Item 7 of the attached cover
pages.
(iv) Shared
power to dispose or to direct the disposition:
See
Item 8 of the attached cover
pages.
Item
5. Ownership
of Five Percent or Less of a Class
Item
5 is
amended and restated in its entirety as follows:
If
this
statement is being filed to report the fact that as of the date hereof the
reporting person has ceased to be the beneficial owner of more than five
percent
of the class of securities, check the following [X].
Item
6.
Ownership of More than Five Percent on Behalf of Another
Person
Item
6 is
hereby amended and restated in its entirety as follows:
Not
Applicable.
Item
7.
|
Identification and Classification of the Subsidiary Which Acquired
the
Security Being Reported on by the Parent Holding
Company
|
Not
Applicable.
Item
8.
Identification and Classification of Members of the Group
Not
Applicable.
Item
9.
Notice of Dissolution of Group
Not
Applicable.
Item
10. Certification
By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer
of
the securities and were not acquired and are not held in connection with
or as a
participant in any transaction having that purpose or effect.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify
that
the information set forth in this statement is true, complete and
correct.
Dated: February
13, 2008