-----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, TnCfDZQrnMTwaGdUTpA1mSGMhe/+RCTvjzBIdGusAIGr9hDykiHhP6vxJffiWlp+ Ep+r3i3vIBn2XaGaHEUxpA== 0000950144-00-004446.txt : 20000404 0000950144-00-004446.hdr.sgml : 20000404 ACCESSION NUMBER: 0000950144-00-004446 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000403 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: 592034 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. 4) 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. 4 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, 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. On March 31, 2000, Shaw Inductries, Inc. issued the press release filed as Exhibit (a)(5)(F) hereto. ITEM 12. EXHIBITS. (a)(5)(F) Press Release, dated March 31, 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 31, 2000 4 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION ------ ----------- (a)(5)(F) Press Release, dated March 31, 2000
EX-99.(A)(5)(F) 2 PRESS RELEASE 1 EXHIBIT 99.(A)(5)(F) 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 31, 2000, Shaw Industries, Inc. (NYSE:SHX) announced, that, due to recent changes in market conditions, it is revising and extending its previously announced "Dutch Auction" tender offer for up to 12,000,000 shares of its common stock, representing approximately 9.1% of its currently outstanding shares. Under terms of the revised offer, the Company will invite shareholders to tender their shares at prices specified by the tendering shareholders at a purchase price not in excess of $15.50 nor less than $13.50 per share. The tender offer was commenced on, Monday, March 13, 2000, and will now expire at 12:00 Midnight, New York City time, on April 19, 2000, unless extended by the Company. 1 2 Based upon the number of shares tendered and the prices specified by the tendering shareholders, Shaw Industries will select a single per share purchase price within the expected price range to be paid for shares which have been tendered at or below the selected price. If the offer is over-subscribed, shares will be purchased first from shareholders owning fewer than 100 shares and tendering all of such shares at or below the purchase price determined by the Company and then from all other shares tendered at or below such purchase price on a pro rata basis. The Company reserves the right to purchase more than 12,000,000 shares. The tender offer will not be conditioned on any minimum number of shares being tendered. Neither the Company nor its Board of Directors is making any recommendation to shareholders as to whether to tender or refrain from tendering their shares or as to the purchase price of any tender. Each shareholder must make his or her own decision whether to tender shares and, if so, how many shares and at what price or prices shares should be tendered. The Company has been advised that none of its director or executive officers intend to tender any shares pursuant to the offer. Merrill Lynch will act as Dealer Manager and Corporate Investor Communications, Inc. will act as Information Agent. 2 3 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. 3 -----END PRIVACY-ENHANCED MESSAGE-----