-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IQVBXpbpmUuG4zkGtSjmdWDps8lR9KK0WiXeCT1bsDScVnJIPpXM7yqRF3I3DNn5 MIIsF4XWKManac0TDCxClg== 0000950144-00-003976.txt : 20000411 0000950144-00-003976.hdr.sgml : 20000411 ACCESSION NUMBER: 0000950144-00-003976 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000329 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SHAW INDUSTRIES INC CENTRAL INDEX KEY: 0000089498 STANDARD INDUSTRIAL CLASSIFICATION: CARPETS AND RUGS [2273] IRS NUMBER: 581032521 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A SEC ACT: SEC FILE NUMBER: 005-14580 FILM NUMBER: 583033 BUSINESS ADDRESS: STREET 1: 616 E WALNUT AVE STREET 2: P O DRAWER 2128 CITY: DALTON STATE: GA ZIP: 30722 BUSINESS PHONE: 7062783812 MAIL ADDRESS: STREET 1: 616 E WALNUT AVE STREET 2: P O DRAWER 2128 CITY: DALTON STATE: GA ZIP: 30720 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SHAW INDUSTRIES INC CENTRAL INDEX KEY: 0000089498 STANDARD INDUSTRIAL CLASSIFICATION: CARPETS AND RUGS [2273] IRS NUMBER: 581032521 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A BUSINESS ADDRESS: STREET 1: 616 E WALNUT AVE STREET 2: P O DRAWER 2128 CITY: DALTON STATE: GA ZIP: 30722 BUSINESS PHONE: 7062783812 MAIL ADDRESS: STREET 1: 616 E WALNUT AVE STREET 2: P O DRAWER 2128 CITY: DALTON STATE: GA ZIP: 30720 SC TO-I/A 1 SHAW INDUSTRIES, INC. 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- SCHEDULE TO TENDER OFFER STATEMENT (UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934) (AMENDMENT NO. 3) SHAW INDUSTRIES, INC. (Name of Subject Company (issuer) and Filing Person (offeror)) COMMON STOCK SERIES A PARTICIPATING PREFERRED STOCK RIGHTS (Title of Class of Securities) 8202-86-102 (CUSIP Number of Class of Securities) Bennie M. Laughter, Esq. Vice President, Secretary and General Counsel Shaw Industries, Inc. 616 East Walnut Avenue P.O. Drawer 2128 Dalton, Georgia 30720 Telephone (706) 278-3812 (Name, address and telephone number of person authorized to receive notices and communications on behalf of the filing person) Copy to: Gabriel Dumitrescu, Esq. Powell, Goldstein, Frazer & Murphy LLP 191 Peachtree Street NE Sixteenth Floor Atlanta, Georgia 30303 (404) 572-6600 [ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [ ] third-party tender offer subject to Rule 14d-1. [X] issuer tender offer subject to Rule 13e-4. [ ] going-private transaction subject to Rule 13e-3. [ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ] ================================================================================ 2 This Amendment No. 3 to the Tender Offer Statement on Schedule TO relates to the tender offer by Shaw Industries, Inc., a Georgia corporation, to purchase 12,000,000 shares, or such lesser number of shares as are properly tendered, of its common stock, including the associated rights to purchase Series A Participating Preferred Stock issued pursuant to the Amended and Restated Rights Agreement dated April 10, 1999, between Shaw Industries, Inc. and EquiServe Trust Company, N.A., as amended, at prices not in excess of $13.50 nor less than $11.50 per share, net to the seller in cash, without interest, as specified by shareholders tendering their shares upon the terms and subject to the conditions set forth in the Offer to Purchase, dated March 13, 2000, and in the related letter of transmittal, which, as amended and supplemented from time to time, together constitute the tender offer. Unless the context otherwise requires, all references to shares shall include the associated preference stock purchase rights. 1. Item 6 of this Tender Offer Statement on Schedule TO, as amended, is hereby amended as follows: The following is hereby added after the second sentence of the first paragraph of Section 2 of the Offer to Purchase, which was previously filed as Exhibit (a)(1)(A) to this Schedule TO (the "Offer to Purchase"): "The Board of Directors believed that repurchasing shares would be a prudent investment considering, among other things: - the strong financial performance of Shaw in fiscal year 1999 which, the Board of Directors believed, was not, at that time, adequately reflected in the market price of the Shaw stock; - the Board of Directors' view that future performance may not be adequately reflected in the Shaw stock prices in the foreseeable future given the current and anticipated market valuations of businesses in Shaw's industry; - the fact that the Shaw stock was trading at a historically low price/earnings ratio; and - the Board of Directors' view that stocks of companies in Shaw's industry were trading at historically low levels at the time." 2. Item 12 of this Tender Offer Statement on Schedule TO, as amended, is hereby amended as follows: The following sentence is hereby added to the end of (i) the paragraph entitled "Safe Harbor Statement" contained on page iv of the Offer to Purchase, (ii) paragraph 6 to Shaw's press release dated March 10, 2000 which was previously filed as Exhibit (a)(5)(A) to this Schedule TO and (iii) paragraph 6 to Shaw's press release dated March 13, 2000 which was previously filed as Exhibit (a)(5)(D) to this Schedule TO: "Please be advised that the safe harbor protections of the Private Securities Litigation Reform Act of 1995 are not available to statements made in connection with a tender offer." While revised for purposes of this Schedule TO, the press releases referred to in items (ii) and (iii) above were made public without such additional language added. ITEM 12. EXHIBITS. (a)(5)(E) Press Release, dated March 27, 2000 3 SIGNATURE After due 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. SHAW INDUSTRIES, INC. By: /s/ B M Laughter ----------------------------- Name: B M Laughter Title: Vice President Dated: March 29, 2000 4 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION ------ ----------- (a)(5)(E) Press Release, dated March 27, 2000 EX-99.(A)(5)(E) 2 PRESS RELEASE 1 PRESS RELEASE FOR TRADE/BUSINESS MEDIA FOR: SHAW INDUSTRIES, INC. DALTON, GA 30722-2128 FROM: SHAW INDUSTRIES, INC. P.O. DRAWER 2128 DALTON, GA 30722-2128 TELEPHONE (706) 275-3126 FAX (706) 275-3735 CONTACT: JULIUS SHAW FOR IMMEDIATE RELEASE DALTON, GEORGIA, March 27, 2000, Shaw Industries, Inc. (NYSE:SHX) announced today that it had reached an agreement to sell Shaw Industries Australia Pty. Ltd. (the Company's wholly-owned Australian subsidiary) to Feltex Carpets Limited, of New Zealand. The transaction is valued at $120 million Australian (approximately $73 million U.S.), including the assumption of debt. The transaction is subject to governmental approvals in Australia. The operations of Shaw Industries Australia will continue to be included in the consolidated results of operations of Shaw Industries until closing which is expected to occur during the Company's second quarter of 2000. SAFE HARBOR STATEMENT: Except for historical information contained herein, the matters set forth in this press release are forward-looking statements within the meaning of ss.27A 1 2 of the Securities Act of 1933, as amended, and are subject to the safe harbor provisions of that Act. The forward-looking statements set forth above involve a number of risks and uncertainties that could cause actual results to differ materially from any such statement. These risks and uncertainties, and assumptions concerning the company's future operations and performance, could prove inaccurate and, therefore, there can be no assurance that the forward-looking statements will prove to be accurate. Shaw Industries, Inc. (www.shawinc.com) is the world's largest manufacturer of tufted broadloom carpet. Headquartered in Dalton, Georgia, Shaw sells carpeting and rugs for residential and commercial applications throughout the United States and exports to most markets worldwide. Shaw markets its residential products under such brand names and trademarks as Cabin Crafts, Couture by Sutton, Cumberland, Expressive Designs, Home Foundations, Philadelphia, Queen, ShawMark, Sutton, TrustMark, Tuftex, and Shaw Rugs. Shaw markets its commercial products under the names shaw/commercial, shaw/stratton, shaw/networx, shaw/hospitality, shaw/rugs, Designweave, Patcraft, and Queen Commercial. Through its network of commercial dealers known as Shaw Contract Flooring Services, Shaw also sells commercial flooring products directly and provides installation and project management services. Shaw also offers laminate flooring through the Decades brand and ceramic tile through Shaw Ceramics. 2 -----END PRIVACY-ENHANCED MESSAGE-----