-----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, WAT68bRawasm+v9qiDpaufLOr3U7He+MlV1/gWmrcS3+nZzehitDP+RQb/pdnByO LQTDwV29knuTvew+19/9zg== 0000950144-00-004594.txt : 20000406 0000950144-00-004594.hdr.sgml : 20000406 ACCESSION NUMBER: 0000950144-00-004594 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 20000405 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: 593941 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. 5) 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 CALCULATION OF FILING FEE - -------------------------------------------------------------------------------- TRANSACTION VALUATION* AMOUNT OF FILING FEE $186,000,000 $37,200 - -------------------------------------------------------------------------------- *For the purpose of calculating the filing fee only, this amount is based on the purchase of 12,000,000 shares of common stock at the maximum tender offer price of $15.50 per share. Payment of the filing fee due in connection with this Schedule TO has been offset by amounts previously paid by Shaw Industries, Inc. as shown below. Accordingly, a filing fee of $4,800.00 is payable at this time. [X] Check box if any part of the fee is offset as provided by Rule 0-11 (a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: Filing Party: $32,400 Shaw Industries, Inc. Form or Registration No.: Date Filed: Schedule TO March 13, 2000 2 [ ] 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: [ ] - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- This Amendment No. 5 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. Unless the context otherwise requires, all references to shares shall include the associated preference stock purchase rights. Shaw has amended its offer by increasing the prices at which shareholders may tender their shares. Shareholders may now tender their shares for purchase by Shaw at a price not in excess of $15.50 nor less than $13.50 per share, net to the Seller in cash, without interest. In addition, Shaw has extended the expiration date of the offer from 12:00 midnight, New York City time, on Friday, April 7, 2000 to 12:00 midnight, New York City time, on Wednesday, April 19, 2000. The Offer to Purchase, Letter of Transmittal, Notice of Guaranteed Delivery, Letter to Brokers, Letter to Clients, and Revised Letter to Participants, which were previously filed with the Schedule TO as Exhibits (a)(1)(A), (a)(1)(B), (a)(1)(C), (a)(1)(D), (a)(2)(E), and (a)(1)(G), respectively, are being amended and refiled herewith as Exhibits (a)(1)(H), (a)(1)(I), (a)(1)(J), (a)(1)(K), (a)(1)(L), and (a)(1)(M), respectively. ITEM 12. EXHIBITS. (a)(1)(A) Offer to Purchase, dated March 13, 2000* (a)(1)(B) Letter of Transmittal (including certification of taxpayer identification number on substitute Form W-9)* (a)(1)(C) Notice of Guaranteed Delivery* (a)(1)(D) Letter to brokers, dealers, commercial banks, trust companies and other nominees, dated March 13, 2000* (a)(1)(E) Letter to clients for use by brokers, dealers, commercial banks, trust companies and other nominees* (a)(1)(F) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9* (a)(1)(G) Revised letter to Participants for use by the Trustee of the Retirement Savings Plan* (a)(1)(H) Supplement to the Offer to Purchase, dated April 5, 2000 (a)(1)(I) Supplement to the Letter of Transmittal (including certification of taxpayer identification number on Substitute Form W-9) (a)(1)(J) Supplement to the Notice of Guaranteed Delivery (a)(1)(K) Supplement to the Letter to brokers, dealers, commercial banks, trust companies and other nominees (a)(1)(L) Supplement to the Letter to clients for use by brokers, dealers, commercial banks, trust companies and other nominees (a)(1)(M) Supplement to the Letter to Participants for use by the Trustee of the Retirement Savings Plan (a)(2)-(4) Not applicable (a)(5)(A) Press Release, dated March 10, 2000* (a)(5)(B) Summary Advertisement, dated March 13, 2000* (a)(5)(C) Letter to shareholders from Robert E. Shaw, the Chairman of the Board and Chief Executive Officer of Shaw dated March 13, 2000* (a)(5)(D) Press Release, dated March 13, 2000* (a)(5)(E) Press Release, dated March 27, 2000* (a)(5)(F) Press Release, dated March 31, 2000* (a)(5)(G) Letter to shareholders from Robert E. Shaw, the Chairman of the Board and Chief Executive Officer of Shaw dated April 5, 2000 3 (b) Amended and Restated Credit Agreement as of March 16, 1998 among Shaw, the lenders appearing on the signature pages thereto, NationsBank, N.A. and SunTrust Bank, Atlanta. (Incorporated herein by reference to Exhibit 99.3 to Shaw's Quarterly Report on Form 10-Q filed with the Commission on November 17, 1998 (File No. 1-6853).) (c) Not applicable (d) Not applicable (f) Not applicable (g) Not applicable (h) Not applicable - ---------- *Previously filed 4 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: April 5, 2000 5 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION - ------- ----------- (a)(1)(A) Offer to Purchase, dated March 13, 2000* (a)(1)(B) Letter of Transmittal (including certification of taxpayer identification number on substitute Form W-9)* (a)(1)(C) Notice of Guaranteed Delivery* (a)(1)(D) Letter to brokers, dealers, commercial banks, trust companies and other nominees, dated March 13, 2000* (a)(1)(E) Letter to clients for use by brokers, dealers, commercial banks, trust companies and other nominees* (a)(1)(F) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9* (a)(1)(G) Revised letter to Participants for use by the Trustee of the Retirement Savings Plan* (a)(1)(H) Supplement to the Offer to Purchase, dated April 5, 2000 (a)(1)(I) Supplement to the Letter of Transmittal (including certification of taxpayer identification number on Substitute Form W-9) (a)(1)(J) Supplement to the Notice of Guaranteed Delivery (a)(1)(K) Supplement to the Letter to brokers, dealers, commercial banks, trust companies and other nominees (a)(1)(L) Supplement to the Letter to clients for use by brokers, dealers, commercial banks, trust companies and other nominees (a)(1)(M) Supplement to the Letter to Participants for use by the Trustee of the Retirement Savings Plan (a)(2)-(4) Not applicable (a)(5)(A) Press Release, dated March 10, 2000* (a)(5)(B) Summary Advertisement, dated March 13, 2000* (a)(5)(C) Letter to shareholders from Robert E. Shaw, the Chairman of the Board and Chief Executive Officer of Shaw dated March 13, 2000* (a)(5)(D) Press Release, dated March 13, 2000* (a)(5)(E) Press Release, dated March 27, 2000* (a)(5)(F) Press Release, dated March 31, 2000* (a)(5)(G) Letter to shareholders from Robert E. Shaw, the Chairman of the Board and Chief Executive Officer of Shaw dated April 5, 2000 (b) Amended and Restated Credit Agreement as of March 16, 1998 among Shaw, the lenders appearing on the signature pages thereto, NationsBank, N.A. and SunTrust Bank, Atlanta. (Incorporated herein by reference to Exhibit 99.3 to Shaw's Quarterly Report on Form 10-Q filed with the Commission on November 17, 1998 (File No. 1-6853).) (c) Not applicable (d) Not applicable (f) Not applicable (g) Not applicable (h) Not applicable
- ---------------- *Previously filed EX-99.(A)(1)(H) 2 SUPPLEMENT TO THE OFFER TO PURCHASE 1 EXHIBIT (a)(1)(H) SUPPLEMENT TO THE OFFER TO PURCHASE SHAW INDUSTRIES, INC. LOGO AMENDMENT TO OFFER TO PURCHASE DATED MARCH 13, 2000 (THE "ORIGINAL OFFER TO PURCHASE") FOR CASH UP TO 12,000,000 SHARES OF ITS COMMON STOCK (INCLUDING ASSOCIATED SERIES A PARTICIPATING PREFERRED STOCK PURCHASE RIGHTS) TO INCREASE THE PURCHASE PRICE TO NOT IN EXCESS OF $15.50 NOR LESS THAN $13.50 PER SHARE THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS HAVE BEEN EXTENDED AND NOW EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON WEDNESDAY, APRIL 19, 2000, UNLESS THE OFFER IS FURTHER EXTENDED. Shaw Industries, Inc., a Georgia corporation, has amended its offer to its shareholders to tender up to 12,000,000 shares of its common stock, including the associated rights to purchase preferred stock, for purchase by Shaw to increase the price to not in excess of $15.50 nor less than $13.50 per share net to the seller in cash, without interest, as specified by shareholders tendering their shares. Shaw will determine a single per share price that it will pay for shares properly tendered, taking into account the number of shares tendered and the prices specified by tendering shareholders. All shares acquired in the offer will be acquired at the same price. Shaw will select the lowest purchase price that will allow it to purchase 12,000,000 shares or, if a lesser number of shares are properly tendered, all shares properly tendered. THE OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE SECTION 7 OF THE ORIGINAL OFFER TO PURCHASE. The shares are listed and traded on the New York Stock Exchange and the Pacific Stock Exchange under the symbol "SHX." On March 30, 2000, the last trading day on the New York Stock Exchange prior to the announcement of the terms of the amended offer, the closing per share sales price as reported by The Wall Street Journal was $14 5/16. Shareholders are urged to obtain current market quotations for the shares. See Section 3 of the Supplement to the Offer to Purchase. NEITHER SHAW NOR SHAW'S BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO YOU AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING YOUR SHARES OR AS TO THE PURCHASE PRICE AT WHICH YOU MAY CHOOSE TO TENDER YOUR SHARES. YOU MUST MAKE YOUR OWN DECISION AS TO WHETHER TO TENDER YOUR SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND THE PRICE OR PRICES AT WHICH YOU WILL TENDER THEM. IN DOING SO, YOU SHOULD CONSIDER OUR REASONS FOR MAKING THIS OFFER, INCLUDING ALLOWING SHAREHOLDERS THE OPPORTUNITY TO EXIT ALL OR PART OF THEIR INVESTMENT IN SHAW ON POTENTIALLY MORE FAVORABLE TERMS THAN WOULD OTHERWISE BE AVAILABLE AND THAT GIVEN THE CURRENT MARKET PRICE OF THE SHARES AND OUR FINANCIAL CONDITION AND OUTLOOK, THE PURCHASE OF SHARES AT THIS TIME IS A PRUDENT USE OF OUR FINANCIAL RESOURCES. SEE SECTION 2 OF THE ORIGINAL OFFER TO PURCHASE. OUR DIRECTORS AND EXECUTIVE OFFICERS HAVE ADVISED US THAT THEY DO NOT INTEND TO TENDER ANY SHARES IN THE OFFER. If you wish to tender all or any part of the shares registered in your name, you should follow the instructions described in Section 3 of the Original Offer to Purchase and this Supplement to the Offer to Purchase carefully, including completing a Supplement to the Letter of Transmittal in accordance with the instructions and delivering it, along with your share certificates and any other required items, to EquiServe Trust Company, N.A., the Depositary. EVEN IF YOU PREVIOUSLY TENDERED YOUR SHARES IN THIS OFFER BY RETURNING THE ORIGINAL LETTER OF TRANSMITTAL (BLUE), YOU MUST RETENDER AT A PRICE WITHIN THE RANGE SET FORTH IN THIS SUPPLEMENT TO THE OFFER TO PURCHASE BY COMPLETING AND RETURNING A SUPPLEMENT TO THE LETTER OF TRANSMITTAL (ORANGE) TO THE DEPOSITARY BEFORE THE EXPIRATION OF THE OFFER IN ORDER TO PROPERLY TENDER YOUR SHARES. SHARES TENDERED WITH AN ORIGINAL LETTER OF TRANSMITTAL BUT NOT A SUPPLEMENT TO THE LETTER OF TRANSMITTAL WILL NOT BE ACCEPTED FOR PURCHASE BY SHAW. If your shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, you should contact the nominee if you desire to tender your shares and request that the nominee tender them for you. Participants in Shaw's Dividend Reinvestment Plan or Retirement Savings Plan who wish to tender any of their shares held in these plans must follow the separate instructions and procedures described in Section 3 of the Original Offer to Purchase. TO PROPERLY TENDER SHARES, YOU MUST VALIDLY COMPLETE THE SUPPLEMENT TO THE LETTER OF TRANSMITTAL, INCLUDING THE SECTION RELATING TO THE PRICE AT WHICH YOU ARE TENDERING SHARES. IF YOU WISH TO MAXIMIZE THE CHANCE THAT YOUR SHARES WILL BE PURCHASED AT THE PURCHASE PRICE DETERMINED BY SHAW, YOU SHOULD CHECK THE BOX IN THE SECTION ON THE SUPPLEMENT TO THE LETTER OF TRANSMITTAL CAPTIONED "SHARES TENDERED AT PRICE DETERMINED UNDER THE TENDER OFFER." NOTE THAT THIS ELECTION COULD RESULT IN YOUR SHARES BEING PURCHASED AT THE MINIMUM PRICE OF $13.50 PER SHARE. Questions and requests for assistance may be directed to the Information Agent or the Dealer Manager at the telephone numbers and addresses set forth on the back cover of this Supplement to the Offer to Purchase. You may request additional copies of this Supplement to the Offer to Purchase, the Original Offer to Purchase, the Supplement to the Letter of Transmittal or the Supplement to the Notice of Guaranteed Delivery from the Information Agent at its telephone numbers and address set forth on the back cover of this Supplement to the Offer to Purchase. WE HAVE NOT AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION ON OUR BEHALF AS TO WHETHER YOU SHOULD TENDER OR REFRAIN FROM TENDERING YOUR SHARES IN THIS OFFER OR AS TO THE PURCHASE PRICE OF ANY TENDER. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THE ORIGINAL OFFER TO PURCHASE AND THIS DOCUMENT OR TO WHICH WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION OR TO MAKE ANY REPRESENTATION IN CONNECTION WITH THIS OFFER OTHER THAN THOSE CONTAINED IN THIS SUPPLEMENT TO THE OFFER TO PURCHASE, THE ORIGINAL OFFER TO PURCHASE OR IN THE RELATED SUPPLEMENT TO THE LETTER OF TRANSMITTAL. IF ANYONE MAKES ANY RECOMMENDATION OR GIVES ANY INFORMATION OR REPRESENTATION, YOU MUST NOT RELY UPON THAT RECOMMENDATION, INFORMATION OR REPRESENTATION AS HAVING BEEN AUTHORIZED BY SHAW. The Dealer Manager for the Offer is: MERRILL LYNCH & CO. April 5, 2000 2 SUMMARY TERM SHEET This summary highlights the most material information from this Supplement to the Offer to Purchase and the Original Offer to Purchase. To understand the offer fully and for a more complete description of the terms of the offer, you should read carefully this entire Supplement to the Offer to Purchase, the Offer to Purchase and Supplement to the Letter of Transmittal. We have included page references parenthetically to direct you to a more complete description of the topics in this summary. WHAT SECURITIES IS SHAW OFFERING TO PURCHASE? (PAGE 1 OF THE ORIGINAL OFFER TO PURCHASE AND PAGE 1 OF THIS SUPPLEMENT TO THE OFFER TO PURCHASE) Shaw is offering to purchase 12,000,000 shares of its common stock, including the associated preferred stock purchase rights, or, if a lesser number of shares are properly tendered, all shares properly tendered. If more than 12,000,000 shares are tendered, all shares tendered at or below the purchase price will be purchased on a pro rata basis, except for "odd lots" which will be purchased on a priority basis. HOW MUCH WILL SHAW PAY ME FOR MY SHARES AND IN WHAT FORM OF PAYMENT? (PAGE 1 OF THIS SUPPLEMENT TO THE OFFER TO PURCHASE) Shaw is conducting the offer through a procedure commonly called a modified "Dutch Auction." - This procedure allows you to select the price within a specified price range at which you are willing to sell your shares. The price range for this offer is $13.50 to $15.50. - Shaw will determine the lowest single price per share within the price range that will allow it to purchase 12,000,000 shares, or if fewer shares are tendered, all shares tendered. - All shares purchased will be purchased at the same price, even if you have selected a lower price, but no shares will be purchased above the purchase price. - If you wish to maximize the chance that your shares will be purchased, you should check the box in the section on the Supplement to the Letter of Transmittal indicating that you will accept the purchase price determined by Shaw under the terms of the offer. Note that this election could result in your shares being purchased at the minimum price of $13.50 per share. - Shareholders whose shares are purchased in the offer will be paid the purchase price, net in cash, without interest, as soon as practicable after the expiration of the offer. Under no circumstances will Shaw pay interest on the purchase price, including but not limited to, by reason of any delay in making payment. DOES SHAW HAVE THE FINANCIAL RESOURCES TO PAY ME FOR MY SHARES? (PAGE 14 OF THE ORIGINAL OFFER TO PURCHASE) Shaw intends to finance all of the approximately $187.5 million of funds required to purchase the shares in this offer with internally generated funds and borrowings under existing credit facilities. WHEN DOES THE TENDER OFFER EXPIRE? CAN SHAW EXTEND THE OFFER, AND IF SO, HOW WILL I BE NOTIFIED? (PAGE 27 OF THE ORIGINAL OFFER TO PURCHASE AND PAGE 1 OF THIS SUPPLEMENT TO THE OFFER TO PURCHASE) - The offer expires Wednesday, April 19, 2000, at 12:00 midnight, New York City time, unless it is extended by Shaw. - Shaw may extend the offer at any time. - Shaw cannot assure you that the offer will be extended or, if extended, for how long. - If the offer is extended, Shaw will make a public announcement of the extension no later than 9:00 a.m. on the next business day following the previously scheduled expiration of the offer period. 3 WHAT IS THE PURPOSE OF THE OFFER? (PAGE 4 OF THE ORIGINAL OFFER TO PURCHASE) The Board of Directors believes that given the current market price of the shares and Shaw's financial condition and outlook, the purchase of shares at this time is a prudent use of its financial resources. In addition, this offer allows shareholders an opportunity to exit all or part of their investment in Shaw on potentially more favorable terms than would otherwise be available. However, shareholders who choose not to tender their shares may also benefit from these transactions. Non-tendering shareholders will own a greater interest in a company with a potentially stronger earnings per share growth rate. WHAT ARE THE MOST SIGNIFICANT CONDITIONS TO THE OFFER? (PAGE 12 OF THE ORIGINAL OFFER TO PURCHASE) Shaw's obligations to accept for payment, purchase or pay for any shares tendered depends upon a number of conditions, including: - No legal action shall have been threatened, pending or taken that might adversely affect the offer or the business of Shaw. - No action or regulation shall be applicable to the offer or Shaw that would restrict the consummation of the offer or might materially adversely affect the business of Shaw. - No substantial negative change in the economic condition of the country as a whole shall have occurred during this offer. - No one shall have proposed, announced or made a tender or exchange offer (other than this offer), merger, business combination or other similar transaction involving Shaw. - No material change in the business, condition (financial or otherwise), assets, income, operations, prospects or stock ownership of Shaw shall have occurred during this offer. HOW DO I TENDER MY SHARES? (PAGE 6 OF THE ORIGINAL OFFER TO PURCHASE AND PAGE 2 OF THIS SUPPLEMENT TO THE OFFER TO PURCHASE) - Whether or not you have previously tendered your shares in this offer by returning the Original Letter of Transmittal, you must retender at a price within the range set forth in this Supplement to the Offer to Purchase by completing the Supplement to the Letter of Transmittal and delivering it to the Depositary before the expiration of the offer in order to properly tender your shares. Shares tendered with an Original Letter of Transmittal but not a Supplement to the Letter of Transmittal will not be accepted for purchase by Shaw. - If you decide to tender your shares, you must either: - Deliver your shares by mail, physical delivery or book-entry transfer and deliver a completed and signed Supplement to the Letter of Transmittal to the Depositary before 12:00 midnight on Wednesday, April 19, 2000; or - If your share certificates are not immediately available for delivery to the Depositary, comply with the guaranteed delivery procedure before 12:00 midnight on Wednesday, April 19, 2000. - You may contact the Information Agent or your broker for assistance. - Participants in Shaw's Dividend Reinvestment Plan who wish to tender their shares held in such plan must instruct the plan administrator by following the instructions provided by the plan administrator. - Retirement Savings Plan beneficiaries who wish to tender their shares held in such plan must instruct the trustee of the plan by returning the instruction form received by them to the trustee. ii 4 UNTIL WHAT TIME CAN I WITHDRAW PREVIOUSLY TENDERED SHARES? (PAGE 10 OF THE ORIGINAL OFFER TO PURCHASE AND PAGE 1 OF THIS SUPPLEMENT TO THE OFFER TO PURCHASE) You may withdraw your tendered shares at any time before 12:00 midnight on Wednesday, April 19, 2000 unless the offer is further extended. If the offer is extended by Shaw beyond that time, you may withdraw your tendered shares at any time until the expiration of the offer. In addition, unless Shaw accepts your tendered shares for payment before 12:00 midnight, New York City time, on Friday, May 5, 2000, you may withdraw your shares any time thereafter. IN WHAT ORDER WILL TENDERED SHARES BE PURCHASED? WILL TENDERED SHARES BE PRORATED? (PAGE 2 OF THE ORIGINAL OFFER TO PURCHASE) Shaw will purchase up to 12,000,000 shares, or if a lesser number of shares are properly tendered, all shares properly tendered at a price range between $13.50 and $15.50. If more than 12,000,000 shares are properly tendered at prices at or below the purchase price, the shares will be purchased in the following order: - First, Shaw will purchase shares from all holders of "odd lots" of less than 100 shares who properly tender all of their shares at or below the selected purchase price; - Second, after purchasing all shares from the "odd lot holders," subject to the conditional tender provisions described in Section 6 of the Original Offer to Purchase, Shaw will then purchase shares from all other shareholders who properly tender shares at or below the selected purchase price, on a pro rata basis. - Consequently, all of the shares that you tender in the offer may not be purchased even if they are tendered at or below the purchase price. WHAT DO SHAW AND ITS BOARD OF DIRECTORS THINK OF THE OFFER? (PAGE 1 OF THE ORIGINAL OFFER TO PURCHASE AND PAGE 1 OF THIS SUPPLEMENT TO THE OFFER TO PURCHASE) - Neither Shaw nor Shaw's Board of Directors makes any recommendation to you as to whether to tender or refrain from tendering your shares or as to the purchase price at which you may choose to tender your shares. - You must make your own decision whether to tender your shares and, if so, how any shares to tender and the price or prices at which you will tender them. - Our directors and executive officers have advised us that they do not intend to tender any shares in the offer. WHAT IS THE RECENT MARKET PRICE OF MY SHARES? (PAGE 14 OF THE ORIGINAL OFFER TO PURCHASE AND PAGE 2 OF THIS SUPPLEMENT TO THE OFFER TO PURCHASE) - On March 30, 2000, the last full trading day before the announcement of the amendment of the offer, the last reported sale price of the shares in The Wall Street Journal was $14 5/16. - Shareholders are urged to obtain current market quotations for their shares. WHO DO I CONTACT IF I HAVE QUESTIONS ABOUT THE TENDER OFFER? For additional information or assistance, you may contact: - Information Agent: Corporate Investor Communications, Inc. 111 Commerce Road Carlstadt, NJ 07072 Banks and Brokerage Firms Call: (800)346-7885 All Others Call Toll Free: (877)977-6197 iii 5 SHAW HAS NOT AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION ON BEHALF OF SHAW AS TO WHETHER SHAREHOLDERS SHOULD TENDER OR REFRAIN FROM TENDERING SHARES PURSUANT TO THE OFFER OR AS TO THE PURCHASE PRICE OF ANY TENDER. SHAREHOLDERS SHOULD RELY ONLY ON THE INFORMATION CONTAINED HEREIN OR TO WHICH SHAW HAS REFERRED THEM. SHAW HAS NOT AUTHORIZED ANY PERSON TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION IN CONNECTION WITH THE OFFER OTHER THAN THOSE CONTAINED HEREIN, IN THE ORIGINAL OFFER TO PURCHASE OR IN THE RELATED SUPPLEMENT TO THE LETTER OF TRANSMITTAL. IF GIVEN OR MADE, ANY SUCH RECOMMENDATION OR ANY SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY SHAW. --------------------- TABLE OF CONTENTS
SECTION PAGE - ------- ---- SUMMARY TERM SHEET............................................... i INTRODUCTION..................................................... 1 1. Increase in Purchase Price; Extension of Offer.............. 1 2. Procedures for Tendering Shares............................. 2 3. Updated Price Range of Shares; Dividends.................... 2 4. Source and Amount of Funds.................................. 2 5. Additional Information Concerning Shaw...................... 3 6. Miscellaneous............................................... 8
--------------------- iv 6 To the Holders of Common Stock of Shaw Industries, Inc.: INTRODUCTION Shaw Industries, Inc., a Georgia corporation, has amended its offer to its shareholders to tender shares of its common stock, with no par value, for purchase by Shaw. Shaw is now offering to purchase up to 12,000,000 shares at a price not in excess of $15.50 nor less than $13.50 per share, net to seller in cash, without interest, as specified by shareholders tendering their shares. This Supplement to the Offer to Purchase should be read in connection with the Original Offer to Purchase. Except as set forth herein, all of the terms and conditions of the offer set forth in the Original Offer to Purchase shall continue to be applicable. WHETHER OR NOT YOU HAVE PREVIOUSLY TENDERED YOUR SHARES IN THIS OFFER BY RETURNING THE ORIGINAL LETTER OF TRANSMITTAL, YOU MUST RETENDER AT A PRICE WITHIN THE RANGE SET FORTH IN THIS SUPPLEMENT TO THE OFFER TO PURCHASE BY COMPLETING THE SUPPLEMENT TO THE LETTER OF TRANSMITTAL AND DELIVERING IT TO THE DEPOSITARY BEFORE THE EXPIRATION OF THE OFFER IN ORDER TO PROPERLY TENDER YOUR SHARES. SHARES TENDERED WITH A AN ORIGINAL LETTER OF TRANSMITTAL BUT NOT A SUPPLEMENT TO THE LETTER OF TRANSMITTAL WILL NOT BE ACCEPTED FOR PURCHASE BY SHAW. This offer is not conditioned on any minimum number of shares being tendered. The offer is, however, subject to certain other conditioning. See Section 7 of the Original Offer to Purchase. THE BOARD OF DIRECTORS OF SHAW HAS AUTHORIZED THIS OFFER. HOWEVER, NEITHER SHAW NOR SHAW'S BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO YOU AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING YOUR SHARES OR AS TO THE PURCHASE PRICE AT WHICH YOU MAY CHOOSE TO TENDER YOUR SHARES. YOU MUST MAKE YOUR OWN DECISION WHETHER TO TENDER YOUR SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND THE PRICE OR PRICES AT WHICH YOU WILL TENDER THEM. IN DOING SO, YOU SHOULD CONSIDER OUR REASONS FOR MAKING THIS OFFER, INCLUDING ALLOWING SHAREHOLDERS THE OPPORTUNITY TO EXIT ALL OR A PART OF THEIR INVESTMENT IN SHAW ON POTENTIALLY MORE FAVORABLE TERMS THAN WOULD OTHERWISE BE AVAILABLE AND THAT GIVEN THE CURRENT MARKET PRICE OF THE SHARES AND OUR FINANCIAL CONDITION AND OUTLOOK, THE PURCHASE OF SHARES AT THIS TIME IS A PRUDENT USE OF OUR FINANCIAL RESOURCES. SEE SECTION 2 OF THE ORIGINAL OFFER TO PURCHASE. OUR DIRECTORS AND EXECUTIVE OFFICERS HAVE ADVISED US THAT THEY DO NOT INTEND TO TENDER ANY SHARES IN TO THE OFFER. As of February 29, 2000, Shaw had 132,672,099 shares issued and outstanding. The 12,000,000 shares that Shaw is offering to purchase pursuant to the offer represent approximately 9.0% of the shares outstanding as of February 29, 2000. The shares are listed and traded on the New York Stock Exchange and the Pacific Stock Exchange under the symbol "SHX." On March 30, 2000, the last trading day on the New York Stock Exchange prior to the announcement of the terms of the amended offer, the closing per share sales price as reported by The Wall Street Journal was $14 5/16. SHAREHOLDERS ARE URGED TO OBTAIN CURRENT MARKET QUOTATIONS FOR THE SHARES. SEE SECTION 4 OF THE ORIGINAL OFFER TO PURCHASE AND SECTION 3 OF THIS SUPPLEMENT TO THE OFFER TO PURCHASE. The offer is hereby amended and supplemented as follows: 1. INCREASE IN PRICE; EXTENSION OF OFFER. Upon the terms and subject to the conditions of the offer, Shaw will purchase up to 12,000,000 shares, including the associated rights to purchase preferred stock, or the lesser number of shares properly tendered and not properly withdrawn in accordance with Section 4 of the Original Offer to Purchase before the expiration of the offer, at a price not in excess of $15.50 nor less than $13.50 per share, net to the seller in cash, without interest. Shaw has extended the expiration of the offer, the proration period and withdrawal rights. The offer, the proration period and withdrawal rights will now expire at 12:00 midnight, New York City time, on April 19, 2000. However, Shaw may, in its sole discretion, extend the period of time during which the offer will remain 1 7 open. For a description of Shaw's right to extend, delay, terminate or amend the offer, see Section 15 of the Original Offer to Purchase. In accordance with Instruction 7 of the Supplement to the Letter of Transmittal, shareholders desiring to tender shares must either: - specify the price, not in excess of $15.50 nor less than $13.50 per share, at which they are willing to sell their shares to Shaw in the offer, or - specify that they are willing to sell their shares to Shaw at the price determined in the offer. 2. PROCEDURES FOR TENDERING SHARES. The procedure for tendering your shares is the same as set forth in the Original Offer to Purchase, specifically Section 3, except that you must deliver a Supplement to the Letter of Transmittal to the Depository prior to the expiration of the offer instead of the Original Letter of Transmittal previously provided to you. In the event you previously tendered your shares in this offer by returning the Original Letter of Transmittal, you must still confirm your tender by indicating a price within the range set forth in this Supplement to the Offer to Purchase and delivering a completed Supplement to the Letter of Transmittal to the Depositary in order to properly tender your shares. Shares previously tendered by means of an Original Letter of Transmittal will not be accepted by Shaw unless a Supplement to the Letter of Transmittal is completed and returned. 3. UPDATED PRICE RANGE OF SHARES; DIVIDENDS. The shares are listed and traded on the New York Stock Exchange and on the Pacific Stock Exchange under the symbol "SHX." The following table sets forth, for the periods indicated, the high and low per share sales prices as reported by The Wall Street Journal and the cash dividends paid per share in each such fiscal quarter:
HIGH LOW DIVIDENDS ------- ------- --------- 1998: 1st Quarter................................................. $15 3/4 $10 15/16 $0.075 2nd Quarter................................................. 18 3/16 14 7/16 -- 3rd Quarter................................................. 19 15/16 15 1/8 -- 4th Quarter................................................. 24 1/4 12 1/16 -- 1999: 1st Quarter................................................. $24 1/4 $18 7/16 $ -- 2nd Quarter................................................. 20 3/8 16 7/8 -- 3rd Quarter................................................. 21 11/16 15 7/8 0.05 4th Quarter................................................. 17 15/16 13 1/2 0.05 2000: 1st Quarter (through March 30, 2000)........................ $15 $11 3/16 $ 0.05
On March 30, 2000, the last trading day before the announcement of the offer, the closing per share sales price as reported by The Wall Street Journal was $14 5/16. SHAREHOLDERS ARE URGED TO OBTAIN CURRENT MARKET QUOTATIONS FOR THE SHARES. 4. SOURCE AND AMOUNT OF FUNDS. Assuming Shaw purchases 12,000,000 shares pursuant to the offer at a purchase price of $15.50 per share, Shaw expects the maximum aggregate cost to be approximately $187.5 million, including estimated fees and expenses. Shaw intends to finance the purchase of shares pursuant to the offer and the payment of related fees and expenses with internally generated funds and borrowings under its unsecured revolving credit facility with a banking syndicate. 2 8 5. ADDITIONAL INFORMATION CONCERNING SHAW. In addition to the information concerning Shaw set forth is Section 10 of the Original Offer to Purchase, Shaw announced on March 27, 2000 that it reached an agreement to sell Shaw Industries Australia Pty. Ltd (Shaw's wholly-owned Australian subsidiary) to Feltex Carpets Limited of New Zealand. The transaction is valued at $120 million Australian (approximately U.S. $73 million), 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 until closing, which is expected to occur during Shaw's second quarter of 2000. 3 9 CONSOLIDATED STATEMENTS OF INCOME (DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
TWELVE MONTHS ENDED ------------------------------- JANUARY 1, JANUARY 2, 2000 1999 -------------- -------------- Net sales................................................... $ 4,107,736 $ 3,542,202 Cost of sales............................................... 3,028,248 2,642,453 Gross margin................................................ 1,079,488 899,749 Selling, general and administrative expenses................ 627,075 620,878 Charge to record plant closing costs........................ 1,834 -- Charge to record sale of residential retail operations, store closing costs and write-down of certain assets...... 4,061 132,303 Operating income............................................ 446,518 146,568 Interest expense, net....................................... 62,812 62,553 Loss on sale of equity securities........................... -- 22,247 Other expense, net.......................................... 1,319 4,676 Income before income taxes.................................. 382,387 57,092 Provision for income taxes.................................. 157,361 38,407 Income before equity in income of joint ventures............ 225,026 18,685 Equity in income of joint ventures.......................... 2,925 1,947 Net income.................................................. $ 227,951 $ 20,632 Earnings per common share: Basic..................................................... $ 1.64 $ 0.16 Diluted................................................... 1.62 0.16 Weighted average shares: Basic..................................................... 138,591,266 128,031,290 Diluted................................................... 140,680,923 129,915,178
4 10 CONDENSED CONSOLIDATED BALANCE SHEET DATA (DOLLARS IN THOUSANDS)
JANUARY 1, JANUARY 2, 2000 1999 -------------- -------------- ASSETS Current assets: Cash and cash equivalents................................. $ 34,021 $ 12,555 Accounts receivable, net.................................. 234,267 276,002 Inventories............................................... 666,734 659,080 Other current assets...................................... 140,902 134,733 -------------- -------------- Total current assets.............................. 1,075,924 1,082,370 Property, plant and equipment, net.......................... 753,805 716,428 Goodwill, net............................................... 418,923 416,028 Other assets................................................ 43,067 46,621 -------------- -------------- $ 2,291,719 $ 2,261,447 ============== ============== LIABILITIES AND SHAREHOLDERS' INVESTMENT Current liabilities: Current maturities of long-term debt...................... $ 4,294 $ 8 Accounts payable and accrued liabilities.................. 489,673 454,802 -------------- -------------- Total current liabilities......................... 493,967 454,810 Long-term debt, less current maturities..................... 823,821 927,434 Deferred income taxes and other liabilities................. 105,346 81,835 -------------- -------------- Total liabilities................................. 1,423,134 1,464,079 Total shareholders' investment............................ 868,585 797,368 -------------- -------------- $ 2,291,719 $ 2,261,447 ============== ==============
5 11 SUMMARY HISTORICAL CONDENSED CONSOLIDATED FINANCIAL INFORMATION The following table contains summary historical condensed consolidated financial information of Shaw and its subsidiaries. The historical financial information (other than the ratios of earnings to fixed charges) was derived from the audited consolidated financial statements of Shaw filed as exhibits to, and incorporated by reference into, the Shaw Annual Report on Form 10-K for the year ended January 1, 2000 which is incorporated herein by reference, and other information and data contained in such report. More comprehensive financial information is included or incorporated by reference in Shaw's Form 10-K referred to above and the financial information which follows is qualified in its entirety by reference to such report, and all of the financial statements and related notes contained or incorporated by reference therein, copies of which may be obtained as set forth below under the caption "-- Additional Information, Incorporation by Reference."
TWELVE MONTHS ENDED ----------------------------- JANUARY 1, JANUARY 2, 2000 1999 ------------- ------------- (IN THOUSANDS, EXCEPT RATIOS AND PER SHARE DATA) INCOME STATEMENT DATA: Net sales...................................... $4,107,736 $ 3,542,202 Income before income taxes..................... 382,387 57,092 Net income..................................... 227,951 20,632 Earnings per common share: Basic........................................ 1.64 0.16 Diluted...................................... 1.62 0.16 Cash dividends per share....................... 0.10 0.075 Weighted average shares outstanding: Basic........................................ 138,591 128,031 Diluted...................................... 140,681 129,915 Ratio of earnings to fixed charges(1).......... 7.13 1.94 BALANCE SHEET DATA (AS OF END OF INDICATED PERIOD): Working capital................................ $ 581,957 $ 627,560 Property, plant and equipment, net............. 753,805 716,428 Total assets................................... 2,291,719 2,261,447 Total long-term debt........................... 823,821 927,434 Shareholders' investment....................... 868,585 797,368 Shareholders' investment per common share(2)... 6.55 5.66
- --------------- (1) The ratio of earnings to fixed charges has been calculated by dividing income before income taxes, non-distributed equity in income of joint ventures and fixed charges, by the fixed charges. The fixed charges consist of interest expense. (2) Shareholders' investment per common share has been calculated by dividing shareholders' investment by the number of common shares outstanding at the end of each of the periods presented. 6 12 SUMMARY UNAUDITED CONSOLIDATED PRO FORMA FINANCIAL DATA The following summary unaudited consolidated pro forma financial data gives effect to the purchase of shares pursuant to the offer, based on certain assumptions described in the footnotes to the summary unaudited consolidated pro forma financial data, and gives effect to the purchase of shares pursuant to the offer as if it had occurred at the beginning of the period presented, with respect to income statement data, and on January 1, 2000, with respect to balance sheet data. The summary unaudited consolidated pro forma financial data should be read in conjunction with the summary consolidated historical financial information and do not purport to be indicative of the results that would actually have been obtained, or results that may be obtained in the future, or the financial condition that would have resulted had the purchase of the shares pursuant to the offer been completed at the dates indicated.
TWELVE MONTHS ENDED JANUARY 1, 2000 ----------------------------- HISTORICAL PRO FORMA(1) ------------ -------------- (IN THOUSANDS, EXCEPT RATIOS AND PER SHARE DATA) (UNAUDITED) INCOME STATEMENT DATA: Net sales................................................... $4,107,736 $4,107,736 Income before income taxes.................................. 382,387 371,137 Net income.................................................. 227,951 221,089 Earnings per common share: Basic..................................................... 1.64 1.75 Diluted................................................... 1.62 1.72 Weighted average shares outstanding: Basic..................................................... 138,591 126,591 Diluted................................................... 140,681 128,681 Ratio of earnings to fixed charges(2)....................... 7.13 6.05 BALANCE SHEET DATA (AS OF END OF INDICATED PERIOD): Working capital............................................. $ 581,957 $ 581,957 Total assets................................................ 2,291,719 2,291,719 Total long-term debt........................................ 823,821 1,011,321 Shareholders' investment.................................... 868,585 681,085 Book value per common share(3).............................. 6.55 5.64
- --------------- (1) The following assumptions were made in developing the summary unaudited consolidated pro forma financial data presented above: (a) a total of 12,000,000 shares are purchased at the maximum offer price of $15.50 per share; (b) expenses related to the offer total $1,500; (c) the aggregate purchase price and offer expenses are financed through additional borrowings under Shaw's credit facility at an average interest rate of 6.00% per annum; and (d) a marginal tax rate of 39.0%. (2) The ratio of earnings to fixed charges has been calculated by dividing income before income taxes, non-distributed equity in income of joint ventures and fixed charges, by the fixed charges. The fixed charges consist of interest expense. (3) Book value per share has been calculated by dividing shareholders' investment by the number of common shares and pro forma common shares outstanding at the end of each of the periods presented. ADDITIONAL INFORMATION, INCORPORATION BY REFERENCE. Shaw is subject to the informational filing requirements of the Securities Exchange Act of 1934, as amended and, in accordance therewith, is obligated to file reports and other information with the Commission relating to its business, financial condition and other matters. Information, as of particular dates, concerning Shaw's directors and officers, their remuneration, options granted to them, the principal holders of the 7 13 securities and any material interest of such persons in transactions with Shaw is required to be disclosed in proxy statements distributed to Shaw's shareholders and filed with the Commission. These reports, proxy statements and other information can be inspected and copied at the public reference facilities maintained by the Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549; at its regional offices located at 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511; and 7 World Trade Center, 13th Floor, New York, New York 10048. Copies of such material may also be obtained by mail, upon payment of the Commission's customary charges, from the Public Reference Section of the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. The Commission also maintains a Web site on the World Wide Web at http://www.sec.gov that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Commission. The shares are listed for trading on the New York Stock Exchange and Pacific Stock Exchange and reports, proxy statements and other information concerning Shaw also can be inspected at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005, and the Pacific Stock Exchange, 301 Pine Street, San Francisco, California 94104. The rules of the Commission allow Shaw to "incorporate by reference" information into this document, which means that Shaw can disclose important information to you by referring you to another document filed separately with the Commission. This offer incorporates by reference the financial statements and the notes related thereto contained in the documents listed below that have been previously filed with the Commission. These documents contain important information about Shaw. Shaw also incorporates by reference any future filings it makes with the Commission under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the expiration of the offer.
SEC FILINGS (FILE NO. 001-06853) PERIOD - -------------------------------- ------ Annual Report on Form 10-K................... Year ended January 1, 2000
6. MISCELLANEOUS Shaw is not aware of any jurisdiction where the making of the offer is not in compliance with applicable law. If Shaw becomes aware of any jurisdiction where the making of the offer or the acceptance of shares pursuant to the offer is not in compliance with any valid applicable law, Shaw will make a good faith effort to comply with such law. If, after such good faith effort, Shaw cannot comply with such law, the offer will not be made to, nor will tenders be accepted from or on behalf of, the holders of shares residing in such jurisdiction. In any jurisdiction where the securities, blue sky or other laws require the offer to be made by a licensed broker or dealer, the offer will be deemed to be made on Shaw's behalf by the Dealer Manager or one or more registered brokers or dealers licensed under the laws of the jurisdiction. Pursuant to Rule 13e-4 promulgated under the Exchange Act, Shaw has filed with the Commission an Issuer Tender Offer Statement on Schedule TO which contains additional information with respect to the offer. The Schedule TO, including the exhibits and any amendments thereto, may be examined, and copies may be obtained, at the same places and in the same manner as is set forth in Section 10 of the Offer to Purchase with respect to information concerning Shaw. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION ON BEHALF OF SHAW OR THE DEALER MANAGER IN CONNECTION WITH THE OFFER OTHER THAN THOSE CONTAINED IN THIS SUPPLEMENT TO THE OFFER TO PURCHASE, THE ORIGINAL OFFER TO PURCHASE OR IN THE RELATED SUPPLEMENT TO THE LETTER OF TRANSMITTAL. IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY SHAW OR THE DEALER MANAGER. SHAW INDUSTRIES, INC. 8 14 Manually signed facsimile copies of the Supplement to the Letter of Transmittal will not be accepted. The Supplement to the Letter of Transmittal and certificates for shares and any other required documents should be sent or delivered by each shareholder the shareholder's broker, dealer, commercial bank, trust company or nominee to the Depositary at one of its addresses set forth below. To confirm delivery of shares, shareholders are directed to contact the Depository. THE DEPOSITARY FOR THE OFFER IS: EQUISERVE TRUST COMPANY, N.A. By Registered or Certified Mail: By Overnight Courier: By Hand Delivery: EquiServe Trust EquiServe Trust Securities Transfer & Reporting Services, Inc. Company, N.A. Company, N.A. c/o EquiServe Trust Company, N.A. Attn: Corporate Actions Attn: Corporate Actions 100 Williams St., Galleria P.O. Box 9573 40 Campanelli Drive New York, NY 10038 Boston, MA 02205-9573 Braintree, MA 02184
Confirmation of receipt by telephone: (781) 575-4816 Questions and requests for assistance may be directed to the Information Agent or the Dealer Manager at the telephone numbers and addresses listed below. You may request additional copies of this Supplement to the Offer to Purchase, the Original Offer to Purchase, the Supplement to the Letter of Transmittal or the Supplement to the Notice of Guaranteed Delivery from the Information Agent at its telephone numbers and address listed below. THE INFORMATION AGENT FOR THE OFFER IS: CORPORATE INVESTOR COMMUNICATIONS, INC. 111 Commerce Road Carlstadt, NJ 07072 Call Toll Free: (877) 977-6197 Banks and Brokerage Firms, Please Call: (800) 346-7885 THE DEALER MANAGER FOR THE OFFER IS: MERRILL LYNCH & CO. World Financial Center South Tower New York, New York 10281 (212) 236-3790 (call collect) EX-99.(A)(1)(I) 3 SUPPLEMENT TO THE LETTER OF TRANSMITTAL 1 EXHIBIT (A)(1)(I) SUPPLEMENT TO THE LETTER OF TRANSMITTAL AMENDMENT TO LETTER OF TRANSMITTAL TO TENDER SHARES OF COMMON STOCK (INCLUDING ASSOCIATED SERIES A PARTICIPATING PREFERRED STOCK PURCHASE RIGHTS) OF SHAW INDUSTRIES, INC. PURSUANT TO THE ORIGINAL OFFER TO PURCHASE DATED MARCH 13, 2000 AS AMENDED AND SUPPLEMENTED BY THE SUPPLEMENT TO THE OFFER TO PURCHASE DATED APRIL 5, 2000 THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS HAVE BEEN EXTENDED AND NOW EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON WEDNESDAY, APRIL 19, 2000, UNLESS THE OFFER IS FURTHER EXTENDED. - --------------------------------------------------------------------------------------------------------------- DESCRIPTION OF SHARES TENDERED (SEE INSTRUCTIONS 5 AND 6) - --------------------------------------------------------------------------------------------------------------- NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) (PLEASE USE PRE-ADDRESSED LABEL OR FILL IN EXACTLY AS NAME(S) APPEAR(S) TENDERED CERTIFICATES ON CERTIFICATE(S)) (ATTACHED SIGNED ADDITIONAL LIST IF NECESSARY) - --------------------------------------------------------------------------------------------------------------- CERTIFICATE NUMBER NUMBER OF NUMBER(S)* OF SHARES SHARES TENDERED** ------------------------------------------------------ ------------------------------------------------------ ------------------------------------------------------ ------------------------------------------------------ ------------------------------------------------------ - --------------------------------------------------------------------------------------------------------------- [ ] Please check here if certificate(s) for part TOTAL SHARES or all of your shares have been lost, CERTIFICATED stolen, misplaced or destroyed. See ------------------------------------------------------ Instruction 4. TOTAL DIVIDEND REINVESTMENT SHARES TENDERED (SEE DRIP BOX BELOW) ------------------------------------------------------ TOTAL SHARES TENDERED - --------------------------------------------------------------------------------------------------------------- Indicate in this box the order (by certificate number) in which shares are to be purchased in event of proration. (Attach signed additional list if necessary.)*** See Instruction 12. 1st: 2nd: 3rd: 4th: 5th: - --------------------------------------------------------------------------------------------------------------- * DOES NOT need to be completed by shareholders tendering shares by book entry-transfer. ** If you desire to tender fewer than all shares evidenced by any certificates listed above, please indicate in this column the number of shares you wish to tender. Otherwise, all shares evidenced by such certificates will be deemed to have been tendered. See Instruction 6. *** If you do not designate an order, in the event less than all shares tendered are purchased due to proration, shares will be selected for purchase by the Depositary. - ---------------------------------------------------------------------------------------------------------------
TO: EQUISERVE TRUST COMPANY, N.A., DEPOSITARY By Registered or Certified Mail: By Overnight Courier: By Hand Delivery: EquiServe Trust EquiServe Trust Securities Transfer & Reporting Services, Inc. Company, N.A. Company, N.A. c/o EquiServe Trust Company, N.A. Attn: Corporate Actions Attn: Corporate Actions 100 Williams St., Galleria P.O. Box 9573 40 Campanelli Drive New York, NY 10038 Boston, MA 02205-9573 Braintree, MA 02184
DELIVERY OF THIS INSTRUMENT AND ALL OTHER DOCUMENTS TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. DELIVERIES TO SHAW WILL NOT BE FORWARDED TO THE DEPOSITARY AND THEREFORE WILL NOT CONSTITUTE VALID DELIVERY. DELIVERIES TO THE DEPOSITORY TRUST COMPANY WILL NOT CONSTITUTE VALID DELIVERY TO THE DEPOSITARY. 2 PLEASE READ THE ENTIRE SUPPLEMENT TO THE LETTER OF TRANSMITTAL, INCLUDING THE ACCOMPANYING INSTRUCTIONS, CAREFULLY BEFORE CHECKING ANY BOX BELOW. This Supplement to the Letter of Transmittal or the Supplement to the Notice of Guaranteed Delivery must be completed in order to properly tender your shares. If you did not previously tender your shares by completing and returning the Original Letter of Transmittal (blue), you may tender by completing and returning this Supplement to the Letter of Transmittal (orange) only if (a) certificates representing shares are to be forwarded herewith or (b) a tender of shares is to be made concurrently by book-entry transfer to the account maintained by EquiServe Trust Company, N.A. (the "Depositary") at The Depository Trust Company pursuant to Section 3 of the Original Offer to Purchase. See Instruction 2. If you previously tendered shares pursuant to the offer by completing and returning the Original Letter of Transmittal and either (a) forwarded the certificates representing the shares to be tendered therewith or (b) the shares were tendered to the Depositary by book-entry transfer, you need only complete and return this Supplement to the Letter of Transmittal to properly tender your shares. IF YOU ARE A PARTICIPANT IN THE DIVIDEND REINVESTMENT PLAN, THE NUMBER OF SHARES ON THE LABEL AFFIXED TO THIS SUPPLEMENT TO THE LETTER OF TRANSMITTAL INCLUDES SHARES HELD BY YOU IN THE DIVIDEND REINVESTMENT PLAN, IF ANY. IN ORDER TO TENDER ANY SHARES IN THE DIVIDEND REINVESTMENT PLAN, YOU MUST FILL OUT THE BOX BELOW. DIVIDEND REINVESTMENT PLAN SHARES (SEE INSTRUCTION 18) This section is to be completed ONLY by participants in the Dividend Reinvestment Plan who wish to tender shares held in the Dividend Reinvestment Plan. [ ] Check here to instruct the Depositary to tender on your behalf all of the shares credited to your Dividend Reinvestment Plan account at the price determined under the offer or at the per share price indicated below in the box entitled "Price (In Dollars) Per Share At Which Shares Are Being Tendered." [ ] Check here to instruct the Depositary to tender on your behalf the following number of shares credited to your Dividend Reinvestment Plan account at the price determined under the offer or at the per share price indicated below in the box entitled "Price (In Dollars) Per Share At Which Shares Are Being Tendered:" shares ----------------------------------------------------------- PREVIOUSLY TENDERED SHARES [ ] Check here if you have previously tendered your shares to the Depositary pursuant to this offer by completing and returning the Original Letter of Transmittal, either (a) accompanied by the certificates representing the shares to be tendered or (b) concurrently with tendering the shares to the Depositary by book-entry transfer. NOTE: In order to properly tender your shares, you MUST complete this Supplement to the Letter of Transmittal and deliver it to the Depositary as set forth herein before the expiration of the offer. 2 3 Shareholders who desire to tender shares pursuant to the offer and who have not previously delivered with the Original Letter of Transmittal or who cannot at this time deliver their certificates for their shares, who are unable to comply with the procedures for book-entry transfer on a timely basis, and all other documents required by this Supplement to the Letter of Transmittal to the Depositary at or before the expiration of the offer may tender their shares pursuant to the guaranteed delivery procedures set forth in Section 3 of the Original Offer to Purchase. See Instruction 2. - -------------------------------------------------------------------------------- [ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED WITH THIS SUPPLEMENT TO THE LETTER OF TRANSMITTAL BY BOOK-ENTRY TRANSFER TO AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH THE DEPOSITORY TRUST COMPANY AND COMPLETE THE FOLLOWING: NAME OF TENDERING INSTITUTION: ----------------------------------------------- ACCOUNT NUMBER: -------------------------------------------------------------- TRANSACTION CODE NUMBER: ----------------------------------------------------- [ ] CHECK HERE IF CERTIFICATES FOR TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING: NAME(S) OF REGISTERED OWNER(S): ----------------------------------------------- DATE OF EXECUTION OF NOTICE OF GUARANTEED DELIVERY: ---------------- NAME OF INSTITUTION THAT GUARANTEED DELIVERY: ----------------------------- GIVE ACCOUNT NUMBER IF DELIVERED BY BOOK-ENTRY TRANSFER. ACCOUNT NUMBER: --------------------------------------------------------------- 3 4 NOTE: SIGNATURE MUST BE PROVIDED BELOW. PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY. LADIES AND GENTLEMEN: The undersigned hereby tenders to Shaw Industries, Inc., a Georgia corporation, the above described shares of Shaw's common stock, including the associated rights to purchase preferred stock, by Shaw at the per share price indicated in this Supplement to the Letter of Transmittal, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Original Offer to Purchase as amended by the Supplement to the Offer to Purchase receipt of which is hereby acknowledged, and in this Supplement to the Letter of Transmittal which, as amended or supplemented from time to time, together constitute the offer. Subject to, and effective upon, acceptance for payment of the shares tendered in accordance with the terms and subject to the conditions of the offer, including, if the offer is extended or amended, the terms and conditions of the extension or amendment, the undersigned sells, assigns and transfers to, or upon the order of, Shaw all right, title and interest in and to all shares tendered and orders the registration of all shares if tendered by book entry transfer and irrevocably constitutes and appoints the Depositary as the true and lawful agent and attorney-in-fact of the undersigned with respect to the shares with full knowledge that said Depositary also acts as the agent of Shaw, with full power of substitution (the power of attorney being deemed to be an irrevocable power coupled with an interest), to: (a) deliver certificate(s) representing the shares or transfer ownership of the shares on the account books maintained by The Depository Trust Company, together, in either case, with all accompanying evidences of transfer and authenticity, to, or upon the order of, Shaw upon receipt by the Depositary, as the undersigned's agent, of the purchase price with respect to the shares; (b) present certificates for the shares for cancellation and transfer on Shaw's books; and (c) receive all benefits and otherwise exercise all rights of beneficial ownership of the shares, subject to the next paragraph, all in accordance with the terms of the offer. The undersigned covenants, represents and warrants to Shaw that: (1) the undersigned understands that tenders of shares pursuant to any one of the procedures described in Section 3 of the Original Offer to Purchase and in the instructions will constitute the undersigned's acceptance of the terms and conditions of the offer, including the undersigned's representation and warranty that: (i) the undersigned has a "net long position" within the meaning of Rule 14e-4 under the Securities Exchange Act of 1934, as amended, in the shares or equivalent securities at least equal to the shares tendered and (ii) the tender of shares complies with Rule 14e-4; (2) the undersigned has full power and authority to tender, sell, assign and transfer the shares tendered hereby and when and to the extent accepted for payment, Shaw will acquire good, marketable and unencumbered title to the tendered shares, free and clear of all security interests, liens, charges, encumbrances, conditional sales agreements or other obligations relating to the sale or transfer of the shares, and not subject to any adverse claims; (3) on request, the undersigned will execute and deliver any additional documents deemed by the Depositary or Shaw to be necessary or desirable to complete the sale, assignment and transfer of the shares tendered; and (4) the undersigned has read, understands and agrees to all of the terms of the offer. All authorities conferred or agreed to be conferred will survive the death or incapacity of the undersigned, and any obligation of the undersigned will be binding upon the heirs, personal representatives, executors, 4 5 administrators, successors, assigns, trustees in bankruptcy, and legal representatives of the undersigned. Except as stated in the Original Offer to Purchase and the Supplement to the Offer to Purchase, this tender is irrevocable. The name(s) and address(es) of the registered holder(s) should be printed, if they are not already printed above, exactly as they appear on the certificates representing shares tendered. The certificate numbers, the number of shares represented by the certificates and the number of shares that the undersigned wishes to tender, should be set forth in the appropriate boxes above. The price at which the shares are being tendered should be indicated in the box below. The undersigned understands that Shaw will determine a single per share price, not in excess of $15.50 nor less than $13.50 per share, that it will pay for shares properly tendered, taking into account the number of shares tendered and the prices specified by tendering shareholders. Shaw will select the lowest purchase price that will allow it to buy 12,000,000 shares or, if a lesser number of shares are properly tendered, all shares that are properly tendered. In determining which shares it will acquire by means of the modified "Dutch Auction," Shaw will add the shares tendered by shareholders who have indicated their willingness to accept the price determined in the offer to those shares tendered at $13.50. Accordingly, shares tendered at the price determined in the offer will be treated the same as shares tendered at $13.50. All shares properly tendered at prices at or below the purchase price and not properly withdrawn will be purchased, subject to the conditions of the offer, including the proration, odd lot priority and conditional tender provisions. All shares acquired in the offer will be acquired at the same purchase price. All shares not purchased pursuant to the offer, including shares tendered at prices greater than the purchase price and not properly withdrawn and shares not purchased because of proration or conditional tenders, will be returned at Shaw's expense promptly after the expiration of the offer. The undersigned recognizes that, under certain circumstances set forth in the Original Offer to Purchase, Shaw may terminate or amend the offer or may postpone the acceptance for payment of, or the payment for, shares tendered or may accept for payment fewer than all of the shares tendered. In any event, the undersigned understands that certificate(s) for any shares not tendered or not purchased will be returned to the undersigned at the address indicated above, unless otherwise indicated under the "Special Payment Instructions" or "Special Delivery Instructions" below. THE UNDERSIGNED RECOGNIZES THAT SHAW HAS AMENDED THE OFFER AND EXTENDED THE OFFER AND THAT, IN ORDER TO PROPERLY TENDER SHARES, THIS SUPPLEMENT TO THE LETTER OF TRANSMITTAL MUST BE COMPLETED AND DELIVERED TO THE DEPOSITARY PRIOR TO THE EXPIRATION OF THE OFFER EVEN IF THE UNDERSIGNED HAS PREVIOUSLY TENDERED SHARES IN THIS OFFER AND DELIVERED THE ORIGINAL LETTER OF TRANSMITTAL TO THE DEPOSITARY. The undersigned understands that acceptance of shares by Shaw for payment will constitute a binding agreement between the undersigned and Shaw upon the terms and subject to the conditions of the offer. The undersigned acknowledges that under no circumstances will Shaw pay interest on the purchase price, including what limitation, by reason of any delay or making payment. The check for the aggregate net purchase price for the shares tendered and purchased will be issued to the order of the undersigned and mailed to the address indicated above, unless otherwise indicated under the "Special Payment Instructions" or the "Special Delivery Instructions" below. The undersigned recognizes that Shaw has no obligation, pursuant to the "Special Payment Instructions," to transfer any certificate for shares from the name of its registered holder, or to order the registration or transfer of shares tendered by book-entry transfer, if Shaw purchases none of the shares represented by such certificate or tendered by such book-entry transfer. 5 6 NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY. PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED (SEE INSTRUCTION 7) - ----------------------------------------------------------------------------------------------------- CHECK ONLY ONE BOX. IF MORE THAN ONE BOX IS CHECKED OR IF NO BOX IS CHECKED, THERE IS NO PROPER TENDER OF SHARES (Shareholders who desire to tender shares at more than one price must complete a separate Supplement to the Letter of Transmittal for each price at which shares are tendered.) - ----------------------------------------------------------------------------------------------------- [ ] $13.50 [ ] $14.00 [ ] $14.50 [ ] $15.00 [ ] $15.50 - ----------------------------------------------------------------------------------------------------- [ ] $13.75 [ ] $14.25 [ ] $14.75 [ ] $15.25 - -----------------------------------------------------------------------------------------------------
SHARES TENDERED AT PRICE DETERMINED UNDER THE TENDER OFFER (SEE INSTRUCTION 7) - -------------------------------------------------------------------------------- [ ] The undersigned wants to maximize the chance of having Shaw purchase all of the shares the undersigned is tendering (subject to the possibility of proration). Accordingly, by checking THIS BOX INSTEAD OF ONE OF THE PRICE BOXES ABOVE, the undersigned hereby tenders shares and is willing to accept the purchase price determined by Shaw in accordance with the terms of the tender offer. This action could result in receiving a price per share as low as $13.50. - -------------------------------------------------------------------------------- ODD LOTS (SEE INSTRUCTION 10) To be completed ONLY if the shares are being tendered by or on behalf of a person owning beneficially or of record an aggregate of fewer than 100 shares, including any shares held in the Dividend Reinvestment Plan. The undersigned either (check one box): [ ] is the beneficial or record owner of an aggregate of fewer than 100 shares, all of which are being tendered; OR [ ] is a broker dealer, commercial bank, trust company, or other nominee that (a) is tendering for the beneficial owner(s) thereof, shares with respect to which it is the record holder and (b) believes, based upon representations made to it by such beneficial owner(s), that each such person is the beneficial owner of an aggregate of fewer than 100 shares and is tendering all of such shares. In addition, the undersigned is tendering shares either (check one box): [ ] at the price per share indicated above under "Price (in Dollars) Per Share At Which Shares Are Being Tendered." OR [ ] at the purchase price, as the same shall be determined by Shaw in accordance with the terms of the offer (persons checking this box need not indicate the price per share below). - -------------------------------------------------------------------------------- 6 7 ODD LOT SHARES CANNOT BE CONDITIONALLY TENDERED CONDITIONAL TENDER (SEE INSTRUCTION 11) - -------------------------------------------------------------------------------- [ ] A tendering shareholder may condition his or her tender of shares upon Shaw purchasing a specified minimum number of the shares tendered, all as described in the Original Offer to Purchase and the Supplement to the Offer to Purchase, particularly in Section 6 of the Original Offer to Purchase and the Supplement to the Offer to Purchase. Unless at least that minimum number of shares you indicate below is purchased by Shaw pursuant to the terms of the offer, none of the shares tendered will be purchased. It is the tendering shareholder's responsibility to calculate that minimum number of shares that must be purchased if any are purchased, and each shareholder is urged to consult his or her own tax advisor. Unless this box has been checked and a minimum specified, the tender will be deemed unconditional. Minimum number of shares to be sold: -------------------- 7 8 --------------------------------------------------------------- SPECIAL PAYMENT INSTRUCTIONS (SEE INSTRUCTIONS 1, 6, 8, 9 AND 13) To be completed ONLY if certificates for shares not tendered or not purchased and/or any check for the purchase price are to be issued in the name of someone other than the undersigned, or if shares delivered by book-entry transfer that are not purchased are to be returned by credit to an account maintained by The Depository Trust Company other than that designated above. Issue [ ] Check to: [ ] Certificates to: Names: ------------------------------------------------ PLEASE TYPE OR PRINT Address: -------------------------------------------- ------------------------------------------------------------ (INCLUDE ZIP CODE) ------------------------------------------------------------ (TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER) [ ] Credit shares delivered by book-entry transfer and not purchased to the account set forth below: Name of Account Party: -------------- The Depository Trust Company Account Number: ------------------- --------------------------------------------------------------- --------------------------------------------------------------- SPECIAL DELIVERY INSTRUCTIONS (SEE INSTRUCTIONS 1, 6, 8, 9 AND 13) To be completed ONLY if certificates for shares not tendered or not purchased and/or any check for the purchase price are to be mailed or sent to someone other than the undersigned, or to the undersigned at an address other than that shown above. Mail [ ] Check to: [ ] Certificates to: Name: ------------------------------------------------- PLEASE TYPE OR PRINT Address: -------------------------------------------- ------------------------------------------------------------ ------------------------------------------------------------ (INCLUDE ZIP CODE) ------------------------------------------------------------ 8 9 IMPORTANT PLEASE SIGN HERE (TO BE COMPLETED BY ALL SHAREHOLDERS) (PLEASE COMPLETE AND RETURN THE SUBSTITUTE FORM W-9) (Must be signed by the registered holder(s) exactly as such holder(s) name(s) appear(s) on certificate(s) or on a security position listing or by person(s) authorized to become registered holder(s) thereof by certificate(s) and documents transmitted with this Supplement to the Letter of Transmittal. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or another person acting in a fiduciary or representative capacity, please set forth full title and see Instruction 8.) Signature(s) of Registered Holder(s): - ------------------------------------------------------------------------ - -------------------------------------------------------------------------------- Dated: ---------------------, 2000 Name(s): ------------------------------------------------------------------------ - -------------------------------------------------------------------------------- (PLEASE PRINT) Capacity (full title): ---------------------------------------------------------- Address: ------------------------------------------------------------------------ - -------------------------------------------------------------------------------- (INCLUDE ZIP CODE) Area Code(s) and Daytime Telephone Number(s): ------------------- GUARANTEE OF SIGNATURE(S) (SEE INSTRUCTIONS 1 AND 8) Name of Firm: ------------------------------------------------------------------- (PLEASE TYPE OR PRINT) Authorized Signature: ----------------------------------------------------------- Title: -------------------------------------------------------------------------- Address: ------------------------------------------------------------------------ - -------------------------------------------------------------------------------- (INCLUDE ZIP CODE) Area Code(s) and Daytime Telephone Number(s): ------------------- Dated: , 2000 ------------------- 9 10 INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER IF YOU DESIRE TO TENDER YOUR SHARES, YOU MUST COMPLETE AND DELIVER THIS SUPPLEMENT TO THE LETTER OF TRANSMITTAL TO THE DEPOSITARY EVEN IF YOU PREVIOUSLY TENDERED YOUR SHARES IN THIS OFFER AND DELIVERED THE ORIGINAL LETTER OF TRANSMITTAL TO THE DEPOSITARY. 1. Medallion Guarantee of Signatures. No signature guarantee is required if either: (a) this Supplement to the Letter of Transmittal is signed by the registered holder of the shares (which term, for purposes of this document, shall include any participant in The Depository Trust Company whose name appears on a security position listing as the owner of such shares) tendered exactly as the name of the registered holder appears on the certificate(s) tendered with this Supplement to the Letter of Transmittal and payment and delivery are to be made directly to such owner unless such owner has completed either the box entitled "Special Payment Instructions" or "Special Delivery Instructions" above; or (b) the shares are tendered for the account of a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of the Securities Transfer Agents Medallion Program or a bank, broker, dealer, credit union, savings association or other entity which is an "eligible guarantor institution," as the term is defined in Rule 17Ad-15 under the Exchange Act (each of the foregoing constituting an "Eligible Institution"). In all other cases, all signatures on this Supplement to the Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 8. 2. Delivery of Letter Of Transmittal And Certificates. This Supplement to the Letter of Transmittal or the Supplement to the Notice of Guaranteed Delivery must be completed in order to properly tender your shares. If you have not previously tendered using the Original Letter of Transmittal you may tender by completing and returning this Supplement to the Letter of Transmittal only if certificates for shares are delivered with it to the Depositary (or the certificates will be delivered pursuant to a Supplement to the Notice of Guaranteed Delivery previously sent to the Depositary) or if a tender for shares is being made concurrently pursuant to the procedure for tender by book-entry transfer set forth in Section 3 of the Offer to Purchase. If you previously tendered shares pursuant to the offer by completing and returning the Original Letter of Transmittal and either (a) forwarded the certificates to be tendered therewith or (b) the shares were tendered to the Depositary by book-entry transfer, you need only complete and return this Supplement to the Letter of Transmittal to properly tender your shares. Certificates for all physically tendered shares or confirmation of a book-entry transfer into the Depositary's account at The Depository Trust Company of shares tendered electronically, together in each case with a properly completed and duly executed Supplement to the Letter of Transmittal, and any other documents required by this Supplement to the Letter of Transmittal, should be mailed or delivered to the Depositary at the appropriate address set forth in this document and must be delivered to the Depositary on or before the expiration of the offer. DELIVERY OF DOCUMENTS TO THE DEPOSITORY TRUST COMPANY DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING CERTIFICATES FOR SHARES, IS AT THE OPTION AND RISK OF THE TENDERING SHAREHOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE DELIVERY. Except as specifically permitted by Sections 1 and 6 of the Offer to Purchase and as described in Instruction 11, Shaw will not accept any alternative, conditional or contingent tenders, nor will it purchase any fractional shares, except as expressly provided in the Offer to Purchase. All tendering shareholders, by execution of this Supplement to the Letter of Transmittal, waive any right to receive any notice of the acceptance of their tender. 3. Guaranteed Delivery Procedures. Shareholders whose certificates are not immediately available or who cannot deliver certificates for their shares and all other required documents to the Depositary prior to the 10 11 expiration of the offer, or whose shares cannot be delivered on a timely basis pursuant to the procedures for book-entry transfer, must, in any case, tender their shares by or through any Eligible Institution by properly completing and duly executing and delivering a Supplement to the Notice of Guaranteed Delivery (or facsimile of the Supplement to the Notice of Guaranteed Delivery) and by otherwise complying with the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase. Pursuant to that procedure, certificates for all physically tendered shares or book-entry confirmations, as the case may be, as well as a properly completed and duly executed Letter of Transmittal and all other documents required by this Supplement to the Letter of Transmittal, must be received by the Depositary within three New York Stock Exchange trading days after receipt by the Depositary of such Notice of Guaranteed Delivery, all as provided in Section 3 of the Offer to Purchase. The Supplement to the Notice of Guaranteed Delivery may be delivered by hand or transmitted by telegram, facsimile transmission or mail to the Depositary and must include a Medallion signature guarantee by an Eligible Institution in the form set forth therein. For shares to be validly tendered pursuant to the guaranteed delivery procedure, the Depositary must receive the Supplement to the Notice of Guaranteed Delivery on or before the expiration of the offer. 4. Lost or Destroyed Certificates. Shareholders whose certificates for part or all of their shares have been lost, stolen, misplaced or destroyed must so indicate in the box entitled "Description of Shares Tendered." These shareholders must notify EquiServe Trust Company, N.A. as transfer agent, at (800) 633-4236 and will be instructed as to the documents which will be required to be submitted by you together with the Supplement to the Letter of Transmittal in order to receive the stock certificate(s) representing the shares. 5. Inadequate Space. If the space provided under the item "Description of Shares Tendered" is inadequate, the certificate numbers and/or the number of shares should be listed on a separate signed schedule and attached to this Supplement to the Letter of Transmittal. 6. Partial Tenders and Unpurchased Shares. (Not applicable to shareholders who tender by book-entry transfer.) If fewer than all of the shares evidenced by any certificate are to be tendered, fill in the number of shares that are to be tendered in the column entitled "Number of Shares Tendered," under the item "Description of Shares Tendered." In that case, if any tendered shares are purchased, a new certificate for the remainder of the shares (including any shares not purchased) evidenced by the old certificate(s) will be issued and sent to the registered holder(s), unless otherwise specified in either the box entitled "Special Payment Instructions" or "Special Delivery Instructions," in this Supplement to the Letter of Transmittal, as soon as practicable after the expiration of the offer. Unless otherwise indicated, all shares represented by the certificate(s) listed and delivered to the Depositary will be deemed to have been tendered. 7. Indication of Price at Which Shares are Being Tendered. For shares to be properly tendered, the shareholder MUST check the box indicating the price per share at which the shareholder is tendering shares under the item "Price (In Dollars) Per Share at Which Shares Are Being Tendered" or check the box under the item "Shares Tendered at Price Determined Under the Tender Offer." ONLY ONE BOX MAY BE CHECKED. IF MORE THAN ONE BOX IS CHECKED OR IF NO BOX IS CHECKED, THERE IS NO PROPER TENDER OF SHARES. A shareholder wishing to tender portions of the shareholder's share holdings at different prices must complete a separate Supplement to the Letter of Transmittal for each price at which the shareholder wishes to tender each portion of the shareholder's shares. The same shares cannot be tendered (unless previously properly withdrawn as provided in Section 4 of the Original Offer to Purchase) at more than one price. 8. Signatures on Supplement to the Letter of Transmittal, Stock Powers and Endorsements. (a) If this Supplement to the Letter of Transmittal is signed by the registered holder(s) of the shares tendered, the signature(s) must correspond exactly with the name(s) as written on the face of the certificate(s) without any change whatsoever. (b) If the shares tendered are registered in the names of two or more joint holders, each holder must sign this Supplement to the Letter of Transmittal. (c) If any shares tendered are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate Supplement to the Letters of Transmittal as there are different certificates. 11 12 (d) When this Supplement to the Letter of Transmittal is signed by the registered holder(s) of the shares tendered, no endorsement(s) of certificate(s) representing the shares or separate stock power(s) are required unless payment is to be made or the certificate(s) for shares not tendered or not purchased are to be issued to a person other than the registered holder(s). SIGNATURE(S) ON SUCH CERTIFICATE(S) MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION. If this Supplement to the Letter of Transmittal is signed by a person other than the registered holder(s) of the certificate(s) listed, or if payment is to be made or the certificate(s) for shares not tendered or not purchased are to be issued to a person other than the registered holder(s), the certificate(s) must be endorsed or accompanied by appropriate stock power(s), in either case signed exactly as the name(s) of the registered holder(s) appears on the certificate(s), and the signature(s) on such certificate(s) or stock power(s) must be guaranteed by an Eligible Institution. See Instruction 1. (e) If this Supplement to the Letter of Transmittal or any certificate(s) or stock power(s) is signed by trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or any other person acting in a fiduciary or representative capacity, such persons should so indicate when signing and must submit proper evidence satisfactory to Shaw of his or her authority to so act. 9. Stock Transfer Taxes. Except as provided in this Instruction 9, no stock transfer tax stamps or funds to cover such stamps need accompany this Supplement to the Letter of Transmittal. Shaw will pay or cause to be paid any stock transfer taxes payable on the transfer to it of shares purchased pursuant to the offer. If, however: (a) payment of the purchase price for shares tendered and accepted for purchase is to be made to any person other than the registered holder(s); (b) shares not tendered or not accepted for purchase are to be registered in the name(s) of any person(s) other than the registered holder(s); or (c) certificates representing tendered shares are registered in the name(s) of any person(s) other than the person(s) signing this Supplement to the Letter of Transmittal; then the Depositary will deduct from the purchase price the amount of any stock transfer taxes (whether imposed on the registered holder, other person or otherwise) payable on account of the transfer to that person, unless satisfactory evidence of the payment of the taxes or any exemption from them is submitted. 10. Odd Lots. As described in Section 1 of the Original Offer to Purchase, if Shaw is to purchase fewer than all shares properly tendered before the expiration of the offer and not properly withdrawn, the shares purchased first will consist of all shares properly tendered by any shareholder who owned, beneficially or of record, an aggregate of fewer than 100 shares, including any shares held in the Dividend Reinvestment Plan but not shares held in the Retirement Savings Plan, and who tenders all of the shareholder's shares at or below the selected purchase price or who agrees to accept the purchase price determined in the offer. This preference will not be available unless the box captioned "Odd Lots" is completed. 11. Conditional Tenders. As described in Sections 1 and 6 of the Original Offer to Purchase, shareholders may condition their tenders on all or a minimum number of their tendered shares being purchased. If Shaw is to purchase less than all shares tendered prior to the expiration of the offer, the Depositary will perform a preliminary proration, and any shares tendered at or below the purchase price pursuant to a conditional tender for which the condition was not satisfied by the preliminary proration will be deemed withdrawn, subject to reinstatement if such conditional tendered shares are subsequently selected by random lot for purchase subject to Sections 1 and 6 of the Original Offer to Purchase. Conditional tenders will be selected by lot only from shareholders who tender all of their shares. All tendered shares shall be deemed unconditionally tendered unless the item "Conditional Tender" is completed. The conditional tender alternative is made available so that a shareholder may seek to structure the purchase of shares from the shareholder pursuant to the offer in such a manner that it will be treated as a sale of such shares by the shareholder, rather than the payment of a dividend to the shareholder, for Federal income tax purposes. Odd lot shares, which will not be subject to proration, cannot be conditionally tendered. It is the tendering shareholder's responsibility to calculate the minimum number of shares that must be purchased from the shareholder in order for the shareholder to qualify for sale (rather than dividend) treatment, and each shareholder is urged to consult his or her own tax advisor. 12 13 IN THE EVENT OF PRORATION, ANY SHARES TENDERED PURSUANT TO A CONDITIONAL TENDER FOR WHICH THE MINIMUM REQUIREMENTS ARE NOT SATISFIED MAY NOT BE ACCEPTED AND WILL THEREBY BE DEEMED WITHDRAWN. 12. Order of Purchase in Event of Proration. As described in Section 1 of the Original Offer to Purchase, shareholders may designate the order in which their shares are to be purchased in the event of proration. The order of purchase may have an effect on the Federal income tax treatment of the purchase price for the shares purchased. See Sections 1 and 14 of the Original Offer to Purchase. 13. Special Payment and Delivery Instructions. If certificate(s) for shares not tendered or not purchased and/or check(s) are to be issued in the name of a person other than the signer of the Supplement to the Letter of Transmittal or if the certificates and/or checks are to be sent to someone other than the person signing the Supplement to the Letter of Transmittal or to the signer at a different address, the box entitled "Special Payment Instructions" and/or the box entitled "Special Delivery Instructions" on this Supplement to the Letter of Transmittal should be completed as applicable and signatures must be guaranteed as described in Instruction 1. 14. Determination of Validity; Rejection of Shares; Waiver of Defects; No Obligation to Give Notice of Defects. All questions as to the number of shares to be accepted, the price to be paid for the shares and the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of shares will be determined by Shaw, in its sole discretion, which determination will be final and binding on all parties. Shaw reserves the right to reject any or all tenders of shares it determines are not in proper form or the acceptance for payment of or payment for which may be unlawful. Shaw also reserves the right to waive any of the conditions of the offer or any defect or irregularity in any tender with respect to any particular shares or any particular shareholder, and Shaw's interpretation of the terms of the offer (including the instructions in the Supplement to the Letter of Transmittal) will be final and binding on all parties. No tender of shares will be deemed to be properly made until all defects and irregularities have been cured by the tendering shareholder or waived by Shaw. None of Shaw, the Dealer Manager, the Depositary, the Information Agent or any other person is or will be obligated to give notice of any defects or irregularities in tenders, nor will any of them incur any liability for failure to give any notice of defect or irregularity. 15. Questions and Requests for Assistance and Additional Copies. Questions and requests for assistance may be directed to the Information Agent or the Dealer Manager at the addresses and telephone numbers set forth on the back cover of this Supplement to the Letter of Transmittal. Additional copies of the Original Offer to Purchase, the Supplement to the Offer to Purchase, the Supplement to the Notice of Guaranteed Delivery and this Supplement to the Letter of Transmittal may be obtained from the Information Agent at its address and telephone set forth on the back cover of this Supplement to the Letter of Transmittal or from your broker, dealer, commercial bank or trust company. 16. Substitute Form W-9 and IRS Form W-8. Under the Federal income tax backup withholding rules, unless an exemption applies under the applicable law and regulations, 31% of the gross proceeds payable to a shareholder or other payee pursuant to the offer must be withheld and remitted to the United States Treasury, unless the shareholder or other payee provides the shareholder's taxpayer identification number (employer identification number or social security number) to the Depositary and certifies that the number is correct. Therefore, each tendering shareholder should complete and sign the Substitute Form W-9 included as part of this Supplement to the Letter of Transmittal so as to provide the information and certification necessary to avoid backup withholding, unless the shareholder otherwise establishes to the satisfaction of the Depositary that it is not subject to backup withholding. Certain shareholders (including, among others, all corporations and certain Non-United States Holders (as defined in Instruction 17)) are not subject to these backup withholding and reporting requirements. In order for a foreign shareholder to qualify as an exempt recipient, that shareholder must submit an IRS Form W-8 or a Substitute Form W-8, signed under penalties of perjury, attesting to that shareholder's exempt status. This form can be obtained from the Depositary. 17. Withholding for Foreign Shareholders. Even if a foreign shareholder has provided the required certification to avoid backup withholding, the Depositary will withhold United States federal income taxes equal to 30% of the gross payments payable to a Non-United States Holder or his or her agent unless the Depositary determines that a reduced rate of withholding is available pursuant to a tax treaty or that an 13 14 exemption from withholding is applicable because the gross proceeds are effectively connected with the conduct of a trade or business within the United States. For this purpose, a Non-United States Holder is any shareholder that for United States federal income tax purposes is not (i) a citizen or resident of the United States, (ii) a corporation, partnership, or other entity treated as a corporation or partnership for United States federal income tax purposes created or organized in or under the laws of the United States or any State, thereof (including the District of Columbia), (iii) an estate the income of which is subject to United States federal income taxation regardless of the source of such income, or (iv) any trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States fiduciaries have the authority to control all substantial decisions relating to the trust. Notwithstanding the foregoing, to the extent provided in United States Treasury Regulations, certain trusts in existence on August 20, 1996, and treated as United States persons before that date, that elect to continue to be treated as United States persons will not be Non-United States Holder. In order to obtain a reduced rate of withholding pursuant to a tax treaty, a Non-United States Holder must deliver to the Depositary before the payment a properly completed and executed IRS Form 1001. In order to obtain an exemption from withholding on the grounds that the gross proceeds paid pursuant to the offer are effectively connected with the conduct of a trade or business within the United States, Non-United States Holder must deliver to the Depositary a properly completed and executed IRS Form 4224. The Depositary will determine a shareholder's status as a Non-United States Holder and eligibility for a reduced rate of, or exemption from, withholding by reference to any outstanding certificates or statements concerning eligibility for a reduced rate of, or exemption from, withholding (e.g., IRS Form 1001 or IRS Form 4224) unless facts and circumstances indicate that such reliance is not warranted. A Non-United States Holder may be eligible to obtain a refund of all or a portion of any tax withheld if the Non-United States Holder meets the "complete redemption," "substantially disproportionate" or "not essentially equivalent to a dividend" test described in Section 14 of the Offer to Purchase or is otherwise able to establish that no tax or a reduced amount of tax is due. Backup withholding generally will not apply to amounts subject to the 30% or a treaty-reduced rate of withholding. Non-United States Holders are urged to consult their own tax advisors regarding the application of federal income tax withholding, including eligibility for a withholding tax reduction or exemption, and the refund procedure. 18. Dividend Reinvestment Plan. If a shareholder desires to tender shares credited to the shareholder's account under the Dividend Reinvestment Plan, the box above entitled "Dividend Reinvestment Plan Shares" should be completed. A participant in the Dividend Reinvestment Plan may complete such box on only one Supplement to the Letter of Transmittal submitted by such participant. If a participant submits more than one Supplement to the Letter of Transmittal and completes such box on more than one Supplement to the Letter of Transmittal, the participant will be deemed to have elected to tender all shares credited to the shareholder's account under the Dividend Reinvestment Plan at the lowest price specified in such Supplement to the Letters of Transmittal. If the shareholder is an odd lot holder and desires to have all of the shareholder's shares purchased, the box entitled "Odd Lots" must also be completed. See Instruction 10. If a shareholder tenders shares held in the Dividend Reinvestment Plan, all such shares credited to such shareholder's account(s), including fractional shares, will be tendered, unless otherwise specified above in the box entitled "Dividend Reinvestment Plan Shares." In the event that the item "Dividend Reinvestment Plan Shares" is not completed, no shares held in the tendering shareholder's account will be tendered. 14 15 PAYER'S NAME: EQUISERVE TRUST COMPANY, N.A. - ------------------------------------------------------------------------------------------------------------------------ SUBSTITUTE --------------------- FORM W-9 PART 1: PLEASE PROVIDE YOUR CORRECT TIN IN THE BOX AT SOCIAL SECURITY NUMBER RIGHT AND CERTIFY BY SIGNING AND DATING BELOW: OR EMPLOYER IDENTIFICATION NUMBER ---------------------------------------------------------------------------------------- PAYER'S REQUEST FOR ----------------------------------------------------- PART 2 TAXPAYER NAME (PLEASE PRINT) AWAITING [ ] IDENTIFICATION NUMBER (TIN) TIN ----------------------------------------------------- ADDRESS ----------------------------------------------------- CITY STATE ZIP CODE ----------------------------------------------------------------------------------------
PART 2: FOR PAYEES EXEMPT FROM BACKUP WITHHOLDING, SEE THE ENCLOSED GUIDELINES CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE IRS FORM W-9 AND COMPLETE AS INSTRUCTED THEREIN. PART 3: CERTIFICATION -- UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT (1) THE NUMBER SHOWN ON THIS FORM IS MY CORRECT TAXPAYER IDENTIFICATION NUMBER (OR I AM WAITING FOR A NUMBER TO BE ISSUED TO ME) AND EITHER (A) I HAVE MAILED AN APPLICATION TO RECEIVE A TAXPAYER IDENTIFICATION NUMBER TO THE IRS CENTER OR SOCIAL SECURITY ADMINISTRATION OFFICE OR (B) I INTEND TO MAIL OR DELIVER AN APPLICATION IN THE NEAR FUTURE AND (2) I AM NOT SUBJECT TO BACKUP WITHHOLDING BECAUSE: (A) I AM EXEMPT FROM BACKUP WITHHOLDING; OR (B) I HAVE NOT BEEN NOTIFIED BY THE IRS THAT I AM SUBJECT TO WITHHOLDING AS A RESULT OF A FAILURE TO REPORT ALL INTEREST; OR (C) THE IRS HAS NOTIFIED ME THAT I AM NO LONGER SUBJECT TO WITHHOLDING. CERTIFICATION INSTRUCTION -- YOU MUST CROSS OUT ITEM (2) IF YOU HAVE BEEN NOTIFIED BY THE IRS THAT YOU ARE CURRENTLY SUBJECT TO WITHHOLDING BECAUSE OF UNDERREPORTING INTEREST OR DIVIDENDS OR YOUR TAX. SIGNATURE __________ DATE __________ , 2000 - -----------------------------------------------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS ENCLOSED WITH THE ORIGINAL OFFER TO PURCHASE. IMPORTANT: This Supplement to the Letter of Transmittal, properly completed and duly executed, together with certificates representing shares being tendered or confirmation of book-entry transfer and all other required documents, or a Notice of Guaranteed Delivery must be received prior to the expiration of the offer in order to properly tender your shares. SHAREHOLDERS ARE ENCOURAGED TO RETURN A COMPLETED SUBSTITUTE FORM W-9 AS PART OF THEIR SUPPLEMENT TO THE LETTER OF TRANSMITTAL. YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 2 OF SUBSTITUTE FORM W-9 - ----------------------------------------------------------------------------------------------------------------------- CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER I CERTIFY UNDER PENALTIES OF PERJURY THAT A TAXPAYER IDENTIFICATION NUMBER HAS NOT BEEN ISSUED TO ME, AND EITHER (A) I HAVE MAILED OR DELIVERED AN APPLICATION TO RECEIVE A TAXPAYER IDENTIFICATION NUMBER TO THE APPROPRIATE INTERNAL REVENUE SERVICE CENTER OR SOCIAL SECURITY ADMINISTRATION OFFICE OR (B) I INTEND TO MAIL OR DELIVER AN APPLICATION IN THE NEAR FUTURE. I UNDERSTAND THAT IF I DO NOT PROVIDE A TAXPAYER IDENTIFICATION NUMBER WITHIN SIXTY (60) DAYS, 31% OF ALL REPORTABLE PAYMENTS MADE TO ME THEREAFTER WILL BE WITHHELD UNTIL I PROVIDE A NUMBER.
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15 16 The Information Agent for the offer is: CORPORATE INVESTOR COMMUNICATIONS, INC. 111 Commerce Road Carlstadt, NJ 07072 Call Toll Free: (877) 977-6197 Banks and Brokerage Firms, Please Call: (800) 346-7885 The Dealer Manager for the offer is: MERRILL LYNCH & CO. World Financial Center South Tower New York, New York 10281 (212) 236-3790 (call collect) EX-99.(A)(1)(J) 4 SUPPLEMENT TO THE NOTICE OF GUARANTEED DELIVERY 1 EXHIBIT (A)(1)(J) SHAW INDUSTRIES, INC. SUPPLEMENT TO THE NOTICE OF GUARANTEED DELIVERY OF SHARES OF COMMON STOCK (INCLUDING ASSOCIATED SERIES A PREFERRED STOCK PURCHASE RIGHTS) This Supplement to the Notice of Guaranteed Delivery, or one substantially in the form hereof, must be used to accept the offer if certificates evidencing shares of common stock, without par value, of Shaw Industries, Inc., a Georgia corporation, are not immediately available, or if the procedure for book-entry transfer described in the Original Offer to Purchase dated March 13, 2000, as amended by the Supplement to the Offer to Purchase dated April 5, 2000, and the related Supplement to the Letter of Transmittal which, as further amended or supplemented from time to time, together constitute the offer, cannot be completed on a timely basis or time will not permit all required documents, including a properly completed and duly executed Supplement to the Letter of Transmittal, to reach the Depositary prior to the expiration of the offer. NOTE: WHETHER OR NOT YOU COMPLETED AND RETURNED THE ORIGINAL NOTICE OF GUARANTEED DELIVERY, YOU MUST COMPLETE AND RETURN THIS SUPPLEMENT TO THE NOTICE OF GUARANTEED DELIVERY INDICATING A TENDER PRICE WITHIN THE RANGE SET FORTH IN THE SUPPLEMENT TO THE OFFER TO PURCHASE IN ORDER TO PROPERLY TENDER YOUR SHARES. DELIVERY OF THIS SUPPLEMENT TO THE NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH BELOW OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE TRANSMISSION OTHER THAN AS SET FORTH BELOW WILL NOT CONSTITUTE A VALID DELIVERY. DELIVERIES TO SHAW WILL NOT BE FORWARDED TO THE DEPOSITARY AND THEREFORE WILL NOT CONSTITUTE VALID DELIVERY. DELIVERIES TO THE DEPOSITORY TRUST COMPANY WILL NOT CONSTITUTE VALID DELIVERY TO THE DEPOSITARY. DEPOSITARY: EQUISERVE TRUST COMPANY, N.A. By Registered or Certified Mail: By Overnight Courier: By Hand Delivery: EquiServe Trust EquiServe Trust Securities Transfer & Reporting Services, Inc. Company, N.A. Company, N.A. c/o EquiServe Trust Company, N.A. Attn: Corporate Actions Attn: Corporate Actions 100 Williams St., Galleria P.O. Box 9573 40 Campanelli Drive New York, NY 10038 Boston, MA 02205-9573 Braintree, MA 02184
By Facsimile Transmission: (781)575-4826 Confirm by Telephone: (781)575-4816 THIS SUPPLEMENT TO THE NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A SUPPLEMENT TO THE LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN ELIGIBLE INSTITUTION (AS DEFINED IN THE SUPPLEMENT TO THE LETTER OF TRANSMITTAL) UNDER THE INSTRUCTIONS TO THE SUPPLEMENT TO THE LETTER OF TRANSMITTAL, THE SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE SUPPLEMENT TO THE LETTER OF TRANSMITTAL. 2 Ladies and Gentlemen: The undersigned hereby tenders to Shaw at the price per share indicated in this Supplement to the Notice of Guaranteed Delivery, upon the terms and subject to the conditions set forth in the Original Offer to Purchase, the Supplement to the Offer to Purchase and the Supplement to the related Letter of Transmittal, receipt of each of which is hereby acknowledged, the number of shares specified below pursuant to the guaranteed delivery procedure set forth in Section 3 of the Original Offer to Purchase. PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED. CHECK ONLY ONE BOX. IF MORE THAN ONE BOX IS CHECKED OR IF NO BOX IS CHECKED, THERE IS NO PROPER TENDER OF SHARES (SHAREHOLDERS WHO DESIRE TO TENDER SHARES AT MORE THAN ONE PRICE MUST COMPLETE A SEPARATE SUPPLEMENT TO THE LETTER OF TRANSMITTAL FOR EACH PRICE AT WHICH SHARES ARE TENDERED.) [ ] $13.50 [ ] $14.00 [ ] $14.50 [ ] $15.00 [ ] $15.50 [ ] $13.75 [ ] $14.25 [ ] $14.75 [ ] $15.25
SHARES TENDERED AT PRICE DETERMINED UNDER THE TENDER OFFER [ ] The undersigned wants to maximize the chance of having Shaw purchase all of the shares the undersigned is tendering (subject to the possibility of proration). Accordingly, by checking THIS BOX INSTEAD OF ONE OF THE PRICE BOXES ABOVE, the undersigned hereby tenders shares and is willing to accept the purchase price determined by Shaw in accordance with the terms of the tender offer. This action could result in receiving a price per share as low as $13.50. ODD LOTS To be completed ONLY if the shares are being tendered by or on behalf of a person owning beneficially or of record an aggregate of fewer than 100 shares, including any shares held in the Dividend Reinvestment Plan. The undersigned either (check one box): [ ] is the beneficial or record owner of an aggregate of fewer than 100 shares, all of which are being tendered; OR [ ] is a broker, dealer, commercial bank, trust company, or other nominee that (a) is tendering for the beneficial owner(s) thereof, shares with respect to which it is the record holder, and (b) believes, based upon representations made to it by such beneficial owner(s), that each such person is the beneficial owner of an aggregate of fewer than 100 shares and is tendering all of such shares. In addition, the undersigned is tendering shares either (check one box): [ ] at the price per share indicated above under "Price (In Dollars) Per Share At Which Shares Are Being Tendered." OR [ ] at the purchase price, as the same shall be determined by Shaw in accordance with the terms of the offer (persons checking this box need not indicate the price per share above); 2 3 ODD LOT SHARES CANNOT BE CONDITIONALLY TENDERED CONDITIONAL TENDER [ ] A tendering shareholder may condition his or her tender of shares upon Shaw purchasing a specified minimum number of the shares tendered, all as described in the Original Offer to Purchase, particularly in Section 6. Unless at least that minimum number of shares you indicate below is purchased by Shaw pursuant to the terms of the offer, none of the shares tendered will be purchased. It is the tendering shareholder's responsibility to calculate that minimum number of shares that must be purchased if any are purchased, and each shareholder is urged to consult his or her own tax advisor. Unless this box has been checked and a minimum specified, the tender will be deemed unconditional. Minimum number of shares to be sold: ---------------------------------------- (PLEASE TYPE OR PRINT) CERTIFICATE NOS. (IF AVAILABLE) - ------------------------------------------------------ - ------------------------------------------------------ NAME(S) - ------------------------------------------------------ ADDRESS(ES) - ------------------------------------------------------ - ------------------------------------------------------ ------------------------------------------------------ AREA CODE(S) AND TELEPHONE NUMBER(S) SIGN HERE - ------------------------------------------------------ SIGNATURE(S) Dated: ------------------------------------, 2000 If shares will be tendered by book-entry transfer please provide account number: - ------------------------------------------------------ - ------------------------------------------------------ 3 4 GUARANTEE (NOT TO BE USED FOR SIGNATURE GUARANTEE) The undersigned, a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of the Securities Transfer Agents Medallion Program or a bank, broker, dealer, credit union, savings association or other entity which is an "eligible guarantor institution," as that term is defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended (each of the foregoing constituting an "Eligible Institution"), guarantees the delivery to the Depositary of the shares tendered, in proper form for transfer, or a confirmation that the shares tendered have been delivered pursuant to the procedure for book-entry transfer described in the Original Offer to Purchase into the Depositary's account at the Depository Trust Company, together with a properly completed and duly executed Supplement to the Letter of Transmittal, and any other required documents, all within three New York Stock Exchange trading days of this date. The Eligible Institution that completes this form must communicate the guarantee to the Depositary and must deliver the Supplement to the Letter of Transmittal and certificates representing shares to the Depositary within the time period set forth herein. Failure to do so could result in a financial loss to the Eligible Institution. - ------------------------------------------------------ AUTHORIZED SIGNATURE - ------------------------------------------------------ (NAME PLEASE PRINT) - ------------------------------------------------------ (TITLE) - ------------------------------------------------------ NAME OF FIRM - ------------------------------------------------------ ADDRESS - ------------------------------------------------------ - ------------------------------------------------------ (INCLUDING ZIP CODE) - ------------------------------------------------------ AREA CODE AND TELEPHONE NUMBER Date: , 2000 ------------------------- DO NOT SEND CERTIFICATES WITH THIS FORM. CERTIFICATES FOR SHARES SHOULD BE SENT WITH THE SUPPLEMENT TO THE LETTER OF TRANSMITTAL. 4 EX-99.(A)(1)(K) 5 SUPPLEMENT TO THE LETTER TO BROKERS, DEALERS 1 EXHIBIT(A)(1)(K) MERRILL LYNCH & CO. WORLD FINANCIAL CENTER SOUTH TOWER NEW YORK, NEW YORK 10281 SHAW INDUSTRIES, INC. AMENDMENT TO THE OFFER TO PURCHASE FOR CASH UP TO 12,000,000 SHARES OF ITS COMMON STOCK (INCLUDING ASSOCIATED SERIES A PARTICIPATING PREFERRED STOCK PURCHASE RIGHTS) TO INCREASE THE PURCHASE PRICE TO NOT IN EXCESS OF $15.50 NOR LESS THAN $13.50 PER SHARE THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS HAVE BEEN EXTENDED AND NOW EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON WEDNESDAY, APRIL 19, 2000, UNLESS THE OFFER IS FURTHER EXTENDED. To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees: Shaw Industries, Inc., a Georgia corporation, has amended its offer to purchase for cash up to 12,000,000 shares (or such lesser number of shares as are properly tendered) of its common stock, including the associated rights to purchase preferred stock, at a price not in excess of $15.50 nor less than $13.50 per share, as specified by tendering shareholders, upon the terms and subject to the conditions set forth in its Original Offer to Purchase, dated March 13, 2000, the Supplement to the Offer to Purchase dated April 5, 2000, the related Original Letter of Transmittal and the Supplement to the Letter of Transmittal. Shaw will determine a single per share price that it will pay for shares properly tendered and not properly withdrawn pursuant to the offer, taking into account the number of shares so tendered and the prices specified by tendering shareholders. Shaw will select the lowest purchase price that will allow it to purchase up to 12,000,000 shares (or such lesser number of shares as are properly tendered and not withdrawn) at a price not in excess of $15.50 nor less than $13.50 per share. In determining which shares it will acquire by means of the modified "Dutch Auction." Shaw will add the shares tendered by those shareholders who have indicated their willingness to accept the price determined in the offer to those shares tendered at $13.50. Accordingly, shares tendered at the price determined in the offer will be treated the same as shares tendered at $13.50. No separate consideration will be paid for the preferred stock purchase rights. All shares properly tendered at prices at or below the purchase price and not properly withdrawn will be purchased at the purchase price, subject to the conditions of the offer, including the proration, odd lot priority and conditional tender provisions. Shares tendered at prices greater than the purchase price and not properly withdrawn and shares not purchased because of proration or conditional tenders, will be returned at Shaw's expense promptly after the expiration of the offer. All shares acquired in the offer will be acquired at the purchase price. Shaw reserves the right, in its sole discretion, to purchase more than 12,000,000 shares pursuant to the offer. See Sections 1 and 15 of the Original Offer to Purchase. If, prior to the expiration of the offer, more than 12,000,000 shares (or such greater number of shares as Shaw may elect to purchase) are properly tendered and not properly withdrawn, Shaw will purchase shares first from odd lot holders who properly tender their shares at or below the purchase price and then on a pro rata basis from all other shareholders whose shares are properly tendered at or below the purchase price and not withdrawn. If any shareholder tenders shares and does not wish to have the shares purchased subject to proration, the shareholder may tender shares subject to the condition that a specified minimum number of shares (which may be represented by designated stock certificates) be purchased. See Sections 1, 3 and 6 of the Original Offer to Purchase and Sections 1 and 3 of the Supplement to the Offer to Purchase. The offer is not conditioned on any minimum number of shares being tendered. The offer is, however, subject to certain other conditions. See Section 7 of the Original Offer to Purchase. For your information and for forwarding to your clients for whom you hold shares registered in your name or in the name of your nominee, we are enclosing the following documents: 1. Supplement to the Offer to Purchase, dated April 5, 2000; 2. Supplement to the Letter to Clients which may be sent to your clients for whose accounts you hold shares registered in your name or in the name of your nominee, with space provided for obtaining such clients' instructions with regard to the offer; 3. Letter, dated April 5, 2000, from Robert E. Shaw, Chairman of the Board and Chief Executive Officer of Shaw, to shareholders of Shaw; 4. Supplement to the Letter of Transmittal for your use and for the information of your clients; 2 5. Supplement to the Notice of Guaranteed Delivery to be used to accept the offer if the share certificates and all other required documents cannot be delivered to the Depositary by the expiration of the offer or if the procedure for book-entry transfer cannot be completed on a timely basis; and 6. A return envelope addressed to EquiServe Trust Company, N.A., the Depositary. We urge you to contact your clients as promptly as possible. The offer, proration period and withdrawal rights will expire at 12:00 midnight, New York City time, on Wednesday, April 19, 2000, unless the offer is further extended. No fees or commissions will be payable to brokers, dealers or any person for soliciting tenders of shares pursuant to the offer other than fees paid to the Dealer Manager, the Information Agent or the Depositary as described in the Original Offer to Purchase and the Supplement to the Offer to Purchase. However, a tendering shareholder who holds shares with such shareholder's custodian may be required by such custodian to pay a service charge or other fee. Shaw will, however, upon request, reimburse you for customary mailing and handling expenses incurred by you in forwarding any of the enclosed materials to the beneficial owners of shares held by you as a nominee or in a fiduciary capacity. Shaw will pay or cause to be paid any stock transfer taxes applicable to its purchase of shares, except as otherwise provided in Instruction 9 of the Supplement to the Letter of Transmittal. In order to take advantage of the offer, a duly executed and properly completed Supplement to the Letter of Transmittal and any other required documents should be sent to the Depositary with either certificate(s) representing the tendered shares or confirmation of their book-entry transfer all in accordance with the instructions set forth in the Supplement to the Letter of Transmittal and the Supplement to the Offer to Purchase. As described in Section 3, "The Offer-Procedures for Tendering Shares," of the Original Offer to Purchase and the Supplement to the Offer to Purchase, tenders may be made without the concurrent deposit of stock certificates or concurrent compliance with the procedure for book-entry transfer, if such tenders are made by bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of the Securities Transfer Agents Medallion Program or a bank, broker, dealer, credit union, savings association or other entity which is an "eligible guarantor institution," as the term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. Certificates for shares so tendered (or a confirmation of a book-entry transfer of such shares into the Depositary's account at The Depository Trust Company), together with a properly completed and duly executed Letter of Transmittal and any other documents required by the Supplement to the Letter of Transmittal, must be received by the Depositary within three New York Stock Exchange trading days after timely receipt by the Depositary of a properly completed and duly executed Notice of Guaranteed Delivery. Any inquiries you may have with respect to the offer should be addressed to Merrill Lynch & Co. or to the Information Agent at their respective addresses and telephone numbers set forth on the back cover page of the Supplement to the Offer to Purchase. Additional copies of the enclosed material may be obtained from the Information Agent at (800) 346-7885 (for banks and brokerage firms) and (877) 977-6197 (for all others). Very truly yours, MERRILL LYNCH & CO. Enclosures NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON AS AN AGENT OF SHAW OR ANY OF ITS AFFILIATES, THE DEALER MANAGER, THE INFORMATION AGENT OR THE DEPOSITARY, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN. 2 EX-99.(A)(1)(L) 6 SUPPLEMENT TO THE LETTER TO CLIENTS 1 EXHIBIT (A)(1)(L) SHAW INDUSTRIES, INC. AMENDMENT TO THE OFFER TO PURCHASE FOR CASH UP TO 12,000,000 SHARES OF ITS COMMON STOCK (INCLUDING ASSOCIATED SERIES A PARTICIPATING PREFERRED STOCK PURCHASE RIGHTS) TO INCREASE THE PURCHASE PRICE TO NOT IN EXCESS OF $15.50 NOR LESS THAN $13.50 PER SHARE THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS HAVE BEEN EXTENDED AND NOW EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON WEDNESDAY, APRIL 19, 2000, UNLESS THE OFFER IS FURTHER EXTENDED. To Our Clients: Enclosed for your consideration are the Supplement to the Offer to Purchase, dated April 5, 2000, which supplements and amends the Original Offer to Purchase dated March 13, 2000 and the related Supplement to the Letter of Transmittal in connection with the offer by Shaw Industries, Inc., a Georgia corporation, to purchase up to 12,000,000 shares (or such lesser number of shares as are properly tendered) of its common stock, including the associated rights to purchase preferred stock, at a price not in excess of $15.50 nor less than $13.50 per share, net to the seller in cash, without interest, as specified by tendering shareholders, upon the terms and subject to the conditions set forth in the offer. Shaw will determine a single per share price that it will pay for shares properly tendered taking into account the number of shares tendered and the prices specified by tendering shareholders. Shaw will select the lowest purchase price that will allow it to buy 12,000,000 shares or, if a lesser number of shares are properly tendered, all shares that are properly tendered. In determining which shares it will acquire by means of the modified "Dutch Auction," Shaw will add the shares tendered by those shareholders who have indicated their willingness to accept the price determined in the offer to those shares tendered at $13.50. Accordingly, shares tendered at the price determined in the offer will be treated the same as shares tendered at $13.50. No separate consideration will be paid for the preferred stock purchase rights. All shares properly tendered at prices at or below the purchase price and not properly withdrawn will be purchased at the purchase price, subject to the conditions of the offer, including the proration, odd lot priority and conditional tender provisions. Shares tendered at prices greater than the purchase price and not properly withdrawn and shares not purchased because of proration or conditional tenders will be returned at Shaw's expense promptly after the expiration of the offer. All shares acquired in the offer will be acquired at the purchase price. Shaw reserves the right, in its sole discretion, to purchase more than 12,000,000 shares pursuant to the offer. See Sections 1 and 15 of the Original Offer to Purchase. If, prior to the expiration of the offer, more than 12,000,000 shares, or any greater number of shares as Shaw may elect to purchase, are properly tendered and not properly withdrawn, Shaw will purchase shares first from odd lot holders who properly tender their shares at or below the purchase price and then, subject to the conditional tender provisions described in Section 6 of the Original Offer to Purchase, on a pro rata basis from all other shareholders whose shares are properly tendered at or below the purchase price and not withdrawn. If any shareholder tenders shares and does not wish to have the shares purchased subject to proration, the shareholder may tender shares subject to the condition that a specified minimum number of shares (which may be represented by designated stock certificates) be purchased. See Sections 1, 3 and 6 of the Original Offer to Purchase. We are the owner of record of shares held for your account. As such, we are the only ones who can tender your shares, and then only pursuant to your instructions. WE ARE SENDING YOU THE SUPPLEMENT TO THE LETTER OF TRANSMITTAL FOR YOUR INFORMATION ONLY; YOU CANNOT USE IT TO TENDER SHARES WE HOLD FOR YOUR ACCOUNT. Please instruct us as to whether you wish us to tender any or all of the shares we hold for your account on the terms and subject to the conditions of the offer. 2 Please note the following: 1. You may tender shares at prices not in excess of $15.50 nor less than $13.50 per share as indicated in the attached Supplement to the Instruction Form, net to you in cash, without interest, or you may agree to accept the purchase price determined in the offer. 2. You may condition your tender of shares on Shaw purchasing all or a minimum number of your shares. 3. You may designate the priority in which your shares shall be purchased in the event of proration. 4. The offer is not conditioned upon any minimum number of shares being tendered. However, this offer is subject to other conditions, as described in the Original Offer to Purchase. 5. The offer, proration period and withdrawal rights will expire at 12:00 midnight, New York City time, on Wednesday, April 19, 2000, unless Shaw further extends the offer. 6. The offer is for 12,000,000 shares, constituting approximately 9.0% of the shares outstanding as of February 29, 2000. 7. Tendering shareholders will not be obligated to pay any brokerage fees or commissions, solicitation fees, or, subject to Instruction 9 of the Supplement to the Letter of Transmittal, stock transfer taxes on Shaw's purchase of shares pursuant to the offer. However, a tendering shareholder who holds shares with the shareholder's custodian may be required by the custodian to pay a service charge or other fee. 8. If you beneficially own an aggregate of fewer than 100 shares, and you instruct us to tender on your behalf all such shares at or below the purchase price prior to the expiration of the offer and complete the item captioned "Odd Lots" in the attached New Instruction Form, Shaw, upon the terms and subject to the conditions of the offer, will accept all such shares for purchase before proration, if any, of the purchase of other shares properly tendered at or below the purchase price. 9. If you wish to tender portions of your shares at different prices, you must complete a separate Supplement to the Instruction Form for each price at which you wish to tender each such portion of your shares. We must submit separate Supplement to the Letters of Transmittal on your behalf for each price you will accept. If you wish to have us tender any or all of your shares, please so instruct us by completing, executing and returning to us the attached New Instruction Form. WHETHER OR NOT YOU COMPLETED AND RETURNED THE ORIGINAL INSTRUCTION FORM, YOU MUST COMPLETE THE NEW INSTRUCTION FORM INDICATING A TENDER PRICE WITHIN THE RANGE SET FORTH IN THE SUPPLEMENT TO THE OFFER TO PURCHASE IN ORDER TO PROPERLY TENDER YOUR SHARES. An envelope to return your New Instruction Form to us is enclosed. If you authorize us to tender your shares, we will tender all such shares unless you specify otherwise on the attached New Instruction Form. YOUR NEW INSTRUCTION FORM SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF ON OR BEFORE THE EXPIRATION OF THE OFFER. THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON WEDNESDAY, APRIL 19, 2000, UNLESS SHAW FURTHER EXTENDS THE OFFER. 2 3 As described in Section 1 of the Original Offer to Purchase, if more than 12,000,000 shares have been properly tendered at prices at or below the purchase price selected by Shaw and not properly withdrawn prior to the expiration of the offer, Shaw will purchase properly tendered shares in the following order of priority: (a) First, Shaw will purchase all shares properly tendered and not withdrawn prior to the expiration of the offer by any odd lot holder who: (1) tenders all shares beneficially owned by the odd lot holder at a price at or below the selected purchase price (tenders of less than all shares owned by such shareholder will not qualify for this preference); and (2) completes the box captioned "Odd Lots" on the Supplement to the Letter of Transmittal and, if applicable, on the Supplement to the Notice of Guaranteed Delivery; and (b) Second, after the purchase of all of the shares properly tendered by odd lot holders, subject to the conditional tender provisions described in Section 6 of the Original Offer to Purchase, Shaw will purchase all other shares tendered properly at prices at or below the selected purchase price properly on a pro rata basis. Consequently, all of the shares that you tender in the offer may not be purchased even if you tendered shares at prices at or below the purchase price. You may condition your tender on Shaw purchasing a minimum number of your tendered shares. In such case, if as a result of the preliminary proration provisions in the Original Offer to Purchase, Shaw would purchase less than such minimum number of your shares, then Shaw will not purchase any of your shares, except as provided in the next sentence. In such case, if as a result of shares conditionally tendered not being purchased the total number of shares that would have been purchased is less than 12,000,000, Shaw will select, by random lot, shares for purchase from shareholders who conditionally tendered shares for which the condition, based on a preliminary proration, has not been satisfied. See Section 1 of the Original Offer to Purchase. The offer is being made solely pursuant to the Original Offer to Purchase (as amended by the Supplement to the Offer to Purchase) and the related Supplement to the Letter of Transmittal and is being made to all record holders of shares of common stock of Shaw. Shaw is not aware of any state where the making of the offer is prohibited by administrative or judicial action pursuant to a valid state statute. If Shaw becomes aware of any valid state statute prohibiting the making of the offer, Shaw will make a good faith effort to comply with such statute. If, after such good faith effort, Shaw cannot comply with such statute, the offer will not be made to, nor will tenders be accepted from or on behalf of, holders of shares in such state. In those jurisdictions whose securities, blue sky or other laws require the offer to be made by a licensed broker or dealer, the offer shall be deemed to be made on behalf of Shaw by the Dealer Manager for the offer or one or more registered brokers or dealers licensed under the laws of such jurisdictions. 3 4 NEW INSTRUCTION FORM FOR TENDER OF SHARES OF SHAW INDUSTRIES, INC. NOTE: WHETHER OR NOT YOU COMPLETED AND RETURNED THE ORIGINAL INSTRUCTION FORM, YOU MUST COMPLETE AND RETURN THIS NEW INSTRUCTION FORM INDICATING A TENDER PRICE WITHIN THE RANGE SET FORTH IN THE SUPPLEMENT TO THE OFFER TO PURCHASE IN ORDER TO PROPERLY TENDER YOUR SHARES. Please tender to Shaw Industries, Inc., on (our) (my) behalf, the number of shares indicated below, which are beneficially owned by (us) (me) and registered in your name, upon the terms and subject to the conditions contained in the Original Offer to Purchase of Shaw dated March 13, 2000, as amended by the Supplement to the Offer to Purchase dated April 5, 2000, and the related Supplement to the Letter of Transmittal, the receipt of each of which is acknowledged. NUMBER OF SHARES TO BE TENDERED: SHARES* --------------- * Unless otherwise indicated, it will be assumed that all shares held by us for your benefit are to be tendered. PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED CHECK ONLY ONE BOX. IF MORE THAN ONE BOX IS CHECKED OR IF NO BOX IS CHECKED, THERE IS NO PROPER TENDER OF SHARES (Shareholders who desire to tender shares at more than one price must complete a separate New Instruction Form for each price at which shares are tendered.) [ ] $13.50 [ ] $14.00 [ ] $14.50 [ ] $15.00 [ ] $15.50 [ ] $13.75 [ ] $14.25 [ ] $14.75 [ ] $15.25 SHARES TENDERED AT PRICE DETERMINED UNDER THE TENDER OFFER [ ] The undersigned wants to maximize the chance of having Shaw purchase all of the shares the undersigned is tendering (subject to the possibility of proration). Accordingly, by checking THIS BOX INSTEAD OF ONE OF THE PRICE BOXES ABOVE, the undersigned hereby tenders shares and is willing to accept the purchase price determined by Shaw in accordance with the terms of the tender offer. This action could result in receiving a price per share as low as $13.50. 5 ODD LOTS To be completed ONLY if the shares are being tendered by or on behalf of a person owning beneficially or of record an aggregate of fewer than 100 shares, including any shares held in the Dividend Reinvestment Plan. The undersigned either (check one box): [ ] is the beneficial or record owner of an aggregate of fewer than 100 shares, all of which are being tendered; OR [ ] is a broker dealer, commercial bank, trust company, or other nominee that (a) is tendering for the beneficial owner(s) thereof, shares with respect to which it is the record holder and (b) believes, based upon representations made to it by such beneficial owner(s), that each such person is the beneficial owner of an aggregate of fewer than 100 shares and is tendering all of such shares. In addition, the undersigned is tendering shares either (check one box): [ ] at the price per share indicated below under "Price (in Dollars) Per Share At Which Shares Are Being Tendered." OR [ ] at the purchase price, as the same shall be determined by Shaw in accordance with the terms of the offer (persons checking this box need not indicate the price per share below); ODD LOT SHARES CANNOT BE CONDITIONALLY TENDERED CONDITIONAL TENDER [ ] A tendering shareholder may condition his or her tender of shares upon Shaw purchasing a specified minimum number of shares tendered, all as described in the Original Offer to Purchase, particularly in Section 6. Unless at least that minimum number of shares you indicate below is purchased by Shaw pursuant to the terms of the offer, none of the shares tendered will be purchased. It is the tendering shareholder's responsibility to calculate that minimum number of shares that must be purchased if any are purchased, and each shareholder is urged to consult his or her own tax advisor. Unless this box has been checked and a minimum specified, the tender will be deemed unconditional. Minimum number of shares to be sold: ------------------------. 6 THE METHOD OF DELIVERY OF THIS DOCUMENT IS AT THE OPTION AND RISK OF THE TENDERING SHAREHOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE DELIVERY. SHAW'S BOARD OF DIRECTORS HAS AUTHORIZED THE OFFER. HOWEVER, NEITHER SHAW NOR ITS BOARD OF DIRECTORS MAKES 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. - ---------------------------------------------- ---------------------------------------------- - ---------------------------------------------- ---------------------------------------------- SIGNATURE(S) ADDRESS - ---------------------------------------------- ---------------------------------------------- PLEASE TYPE OR PRINT NAME(S) (INCLUDING ZIP CODE) - ---------------------------------------------- ---------------------------------------------- AREA CODE AND TELEPHONE NUMBER - ---------------------------------------------- Date:-----------------------------------, 2000 (TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)
EX-99.(A)(1)(M) 7 SUPPLEMENT TO THE LETTER TO PARTICIPANTS 1 EXHIBIT (A)(1)(M) SHAW INDUSTRIES, INC. AMENDMENT TO THE OFFER TO PURCHASE FOR CASH UP TO 12,000,000 SHARES OF ITS COMMON STOCK (INCLUDING THE ASSOCIATED SERIES A PARTICIPATING PREFERRED STOCK PURCHASE RIGHTS) TO INCREASE THE PURCHASE PRICE TO NOT IN EXCESS OF $15.50 NOR LESS THAN $13.50 PER SHARE THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS HAVE BEEN EXTENDED AND NOW EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON WEDNESDAY, APRIL 19, 2000, UNLESS THE OFFER IS FURTHER EXTENDED. To the Participants in the Shaw Industries, Inc. Retirement Savings Plan (the "Retirement Savings Plan"): Enclosed for your consideration are the Supplement to the Offer to Purchase, dated April 5, 2000, and the related Supplement to the Letter of Transmittal in connection with the amended offer by Shaw Industries, Inc., a Georgia corporation, to purchase up to 12,000,000 shares of its common stock, including the associated rights to purchase preferred stock, at a price not in excess of $15.50 nor less than $13.50 per share, net to seller in cash, without interest, as specified by tendering shareholders, upon the terms and conditions set forth in the offer. Price Per Share. Shaw will determine a single per share price that it will pay for shares properly tendered taking into account the number of shares tendered and the prices specified by tendering shareholders. Shaw will select the lowest purchase price that will allow it to buy 12,000,000 shares or, if a lesser number of shares are properly tendered, all shares properly tendered. All shares properly tendered at prices at or below the purchase price and not properly withdrawn will be purchased at the purchase price, subject to the conditions of the offer, including the proration, odd lot priority and conditional tender provisions. Shares tendered at prices greater than the purchase price and not properly withdrawn and shares not purchased because of proration or conditional tenders will be returned at Shaw's expense promptly after the expiration of the offer. All shares acquired in the offer will be acquired at the purchase price. See Section 1 and 15 of the Original Offer to Purchase (which was mailed to you previously) and Section 1 of the Supplement to the Offer to Purchase. Priority of Purchase of Shares. As described in Section 1 of the Original Offer to Purchase, if more than 12,000,000 shares have been validly tendered at prices at or below the purchase price selected by Shaw and not withdrawn on or prior to the expiration of the offer, Shaw will purchase properly tendered shares in the following order of priority: (a) First, Shaw will purchase all shares properly tendered and not withdrawn prior to the expiration of the offer by any "odd lot holder" (as described in the Original Offer to Purchase) who: (1) tenders all shares beneficially owned by the odd lot holder at a price at or below the selected purchase price (tenders of less than all shares owned by such shareholder will not qualify for this preference); and (2) completes the box captioned "Odd Lots" on the Supplement to the Letter of Transmittal and, if applicable, on the Supplement to the Notice of Guaranteed Delivery; and (b) Second, after the purchase of all of the shares properly tendered by odd lot holders, subject to the conditional tender provisions described in Section 6 of the Original Offer to Purchase, Shaw will purchase all other shares tendered properly at prices at or below the selected purchase price on a pro rata basis. Consequently, all of the shares that a shareholder tenders in the offer may not be purchased even if they are tendered at prices at or below the purchase price. Shares Held in the Retirement Savings Plan. The Trustee of the Retirement Savings Plan, State Street Bank and Trust Company, is the owner of record of the shares held for your account in the Retirement Savings Plan. As such, it is the only one who can tender your shares, and then only pursuant to your - --------------- * The odd lot holder preference is not available for shares held in the Retirement Savings Plan. 2 instructions. We are sending you the Supplement to the Letter of Transmittal for your information; however, you cannot use it to tender shares the Trustee holds in your account under the Retirement Savings Plan. As discussed below, the Supplement to the Letter of Transmittal may be used for shares you hold separately from those shares in your account under the Retirement Savings Plan. WE CALL YOUR ATTENTION TO THE FOLLOWING: 1. You may tender shares at prices not in excess of $15.50 nor less than $13.50 per share as indicated in the attached Supplement to the Instruction Form or you may agree to accept the purchase price as determined in the offer. 2. You may tender your shares conditioned upon Shaw's purchasing all or a minimum number of your shares. 3. The offer is not conditioned on any minimum number of shares being tendered pursuant to the offer. The offer is, however, subject to other conditions described in the Original Offer to Purchase. See Section 6 of the Original Offer to Purchase. 4. The offer, proration period and withdrawal rights will expire at midnight, New York City time, on Wednesday, April 19, 2000, unless Shaw further extends the offer. Participants in the Retirement Savings Plan must forward the attached Supplement to the Instruction Form to State Street Global Advisors, the Independent Fiduciary appointed by Shaw, at the address listed on the Supplement to the Instruction Form by Friday, April 14, 2000 in order to provide ample time to permit the Independent Fiduciary to instruct the Trustee to submit a tender on your behalf. The Independent Fiduciary will not accept facsimile copies of the Supplement to the Instruction Form. IF YOU HAVE PREVIOUSLY INSTRUCTED THE INDEPENDENT FIDUCIARY TO TENDER YOUR SHARES IN THIS OFFER, YOU MUST RETENDER AT A PRICE WITHIN THE RANGE SET FORTH IN THE SUPPLEMENT TO THE OFFER TO PURCHASE BY COMPLETING THE SUPPLEMENT TO THE INSTRUCTION FORM ATTACHED HERETO AND DELIVERING IT TO THE INDEPENDENT FIDUCIARY BY APRIL 14, 2000. INSTRUCTIONS FOR TENDER RECEIVED BY THE INDEPENDENT FIDUCIARY ON THE ORIGINAL INSTRUCTION FORM WITHOUT A SUPPLEMENT TO THE INSTRUCTION FORM WILL NOT BE TENDERED BY THE TRUSTEE AND WILL NOT BE ACCEPTED FOR PURCHASE BY SHAW. 5. The offer is for up to 12,000,000 shares, constituting approximately 9.0% of the shares outstanding as of February 29, 2000. 6. Tendering shareholders will not be obligated to pay any brokerage fees or commissions, solicitation fees or, subject to Instruction 9 of the Supplement to the Letter of Transmittal, stock transfer taxes on Shaw's purchase of shares pursuant to the offer. 7. If you are the beneficial owner of shares that you do not want to be subject to proration, if any, if purchased pursuant to the offer, you may direct the Independent Fiduciary to instruct the Trustee to tender such shares on your behalf subject to the condition that at least a designated minimum or none of the shares be purchased, by completing the box captioned "Conditional Tenders." It is the beneficial owner's responsibility to determine the minimum number of shares to be tendered. 8. If you wish to tender portions of your shares at different prices, you must complete a separate Supplement to the Instruction Form for each price at which you wish to tender each such portion of your shares. 9. If you wish to withdraw a tender of shares held in the Retirement Savings Plan, you may direct the Independent Fiduciary in writing to withdraw your tendered shares at any time before 5:00 p.m., New York City time on Friday, April 14, 2000. In addition, unless Shaw accepts your tendered shares for payment before 12:00 midnight, New York City time, on Friday, May 5, 2000, you may withdraw your shares by giving written instructions to the Independent Fiduciary of your desire to do so. Tendering Your Shares in the Retirement Savings Plan. If you wish to have the Trustee tender any or all of your shares in the Retirement Savings Plan, please so instruct the Independent Fiduciary accordingly by 2 3 completing, executing and returning to the Independent Fiduciary the attached Supplement to the Instruction Form. The Independent Fiduciary will then instruct the Trustee to tender your shares in accordance with your instructions. An envelope addressed to the independent fiduciary to return your Supplement to the Instruction Form is enclosed. Do not return the Supplement to the Instruction Form to Shaw. The Supplement to the Instruction Form must be returned to the Independent Fiduciary who has been appointed as an independent fiduciary to keep your instructions confidential. If you authorize the Independent Fiduciary to instruct the Trustee to tender your shares in the Retirement Savings Plan, the Trustee will tender all such shares unless you specify otherwise on the attached Supplement to the Instruction Form. The Independent Fiduciary will aggregate all such tenders and accordingly instruct the Trustee to execute Supplements to the Letter of Transmittal on behalf of all participants. If you tender any or all of your shares in the Retirement Savings Plan, you will not receive cash in exchange for the shares. The proceeds from your tendered shares will be reinvested in the Retirement Savings Plan according to your election. You will be required to make a separate election regarding the proceeds of your tendered shares. Delivery of a Supplement to the Letter of Transmittal by a Retirement Savings Plan participant of Retirement Savings Plan shares does not constitute proper tender of Retirement Savings Plan shares. Proper tender of Retirement Savings Plan shares can only be made by the Trustee, who is the record owner of such shares. Your Supplement to the Instruction Form should be forwarded to the Independent Fiduciary by Friday, April 14, 2000, in order to provide ample time to permit the Independent Fiduciary to instruct the Trustee to submit a tender on your behalf on or before the expiration date of the offer. The offer, proration period and withdrawal rights expire at 12:00 midnight, New York City time, on Wednesday, April 19, 2000, unless the offer is further extended. Keeping Your Shares in the Retirement Savings Plan. If you do not wish to tender your shares held in the Retirement Savings Plan, you do not need to take any action. Tendering Shares NOT Held in the Retirement Savings Plan. If you desire to tender shares, other than Retirement Savings Plan shares, you must properly complete and duly execute a Supplement to the Letter of Transmittal for such shares and deliver such Supplement to the Letter of Transmittal to the Depositary. THE TRUSTEE CANNOT INCLUDE NON-RETIREMENT SAVINGS PLAN SHARES IN ITS SUPPLEMENT TO THE LETTERS OF TRANSMITTAL. The offer is being made solely pursuant to the Original Offer to Purchase, the Supplement to the Offer to Purchase and the related Supplement to the Letter of Transmittal and is being made to all record holders of shares of common stock of Shaw. Shaw is not aware of any state where the making to the offer is prohibited by administrative or judicial action pursuant to a valid state statute. If Shaw becomes aware of any valid state statute prohibiting the making of the offer, Shaw will make a good faith effort to comply with such statute. If, after such good faith effort, Shaw cannot comply with such statute, the offer will not be made to, nor will tenders be accepted from or on behalf of, holders of shares in such state. In those jurisdictions whose securities, blue sky or other laws require the offer to be made by a licensed broker or dealer, the offer shall be deemed to be made on behalf of Shaw by the Dealer Manager for the offer or one or more registered brokers or dealers licensed under the laws of such jurisdictions. SHAW INDUSTRIES, INC. Plan Administrator, Shaw Industries, Inc. Retirement Savings Plan 3 4 SUPPLEMENT TO THE INSTRUCTION FORM SHAW INDUSTRIES, INC. RETIREMENT SAVINGS PLAN WITH RESPECT TO THE AMENDED OFFER TO PURCHASE FOR CASH UP TO 12,000,000 SHARES OF COMMON STOCK (INCLUDING THE ASSOCIATED SERIES A PARTICIPATING PREFERRED STOCK PURCHASE RIGHTS) OF SHAW INDUSTRIES, INC. AT A PURCHASE PRICE NOT IN EXCESS OF $15.50 NOR LESS THAN $13.50 PER SHARE BEFORE COMPLETING THIS FORM, PLEASE READ CAREFULLY THE ORIGINAL OFFER TO PURCHASE, THE SUPPLEMENT TO THE OFFER TO PURCHASE AND THE RELATED SUPPLEMENT TO THE LETTER OF TRANSMITTAL AND ALL OTHER RELATED MATERIALS. To: INDEPENDENT FIDUCIARY RETIREMENT SAVINGS PLAN STATE STREET GLOBAL ADVISORS ATTN: DAVID SWALLOW 200 NEWPORT AVENUE NORTH QUINCY, MASSACHUSETTS 02171 From: -------------------------------------, Social Security Retirement Savings Plan Number: -------------- Participant Participant's Address: ------------------------------------- ------------------------------------- -------------------------------------
- -------------------------------------------------------------------------------- The undersigned acknowledges receipt of your letter, the Original Offer to Purchase dated March 13, 2000, the enclosed Supplement to the Offer to Purchase, dated April 5, 2000, and the related Supplement to the Letter of Transmittal, in connection with the offer by Shaw Industries, Inc., a Georgia corporation, to purchase 12,000,000 shares of its common stock, including the associated rights to purchase preferred stock, at a price not in excess of $15.50 nor less than $13.50 per share, net to seller in cash without interest, on terms and subject to conditions of the offer. Shaw will determine a single per share price (not in excess of $15.50 nor less than $13.50 per share) that it will pay for the shares properly tendered pursuant to the offer, taking into account the number of shares tendered and the prices specified by tendering shareholders. Shaw will purchase up to 12,000,000 shares or, if a lesser number of shares are properly tendered, all shares properly tendered. I hereby instruct the independent fiduciary appointed by Shaw to instruct State Street Bank and Trust Company, as Trustee (the "Trustee") of the Shaw Industries, Inc. Retirement Savings Plan, to tender to Shaw, in accordance with the terms and subject to the conditions set forth in the Original Offer to Purchase, the related Letter of Transmittal, the Supplement to the Offer to Purchase, and the Supplement to the Letter of Transmittal, copies of which I have received and read, the indicated number of shares or, if no number is indicated, all shares for the account of the undersigned, of Shaw's common stock allocated to my Retirement Savings Plan account at a price per share indicated below, and subject to the condition, if any, indicated in the box marked "Conditional Tender," below upon the terms of the offer. I understand that my instructions will be kept confidential from Shaw. Shaw will return shares tendered at prices greater than the purchase price, any shares not purchased because of proration and any shares not purchased because they were conditionally tendered. 5 - ------------------------------------------------- SIGNATURE BOX Signature: ---------------------------------- Dated: -------------------------------------- Name and Address (Please Print): ----------------------------- -------------------------------------------- -------------------------------------------- Area Code and Telephone Number: --------------------------- Social Security Number: --------------------- - -------------------------------------------------
- ------------------------------------------------------ AGGREGATE NUMBER OF SHARES TO BE TENDERED:(*) PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED CHECK ONLY ONE BOX [ ] $13.50 [ ] $14.75 [ ] $13.75 [ ] $15.00 [ ] $14.00 [ ] $15.25 [ ] $14.25 [ ] $15.50 [ ] $14.50
- ------------------------------------------------------ - ------------------------------------------------------ [ ] CONDITIONAL TENDER UNLESS THIS BOX HAS BEEN COMPLETED AND A MINIMUM SPECIFIED, THE TENDER WILL BE DEEMED UNCONDITIONAL (SEE SECTIONS 1 AND 2 OF THE OFFER TO PURCHASE) Minimum number of shares that must be purchased if any are purchased: shares ------------------
- ------------------------------------------------------ - ------------------------------------------------------ SHARES TENDERED AT PRICE DETERMINED UNDER THE TENDER OFFER. --------------------------------------- [ ] The undersigned wants to maximize the chance of having Shaw purchase all of the shares the undersigned is tendering (subject to the possibility of proration). Accordingly, by checking THIS BOX INSTEAD OF ONE OF THE PRICE BOXES ABOVE, the undersigned hereby tenders shares and is willing to accept the purchase price determined by Shaw in accordance with the terms of the tender offer. This action could result in receiving a price per share as low as $13.50.
- ------------------------------------------------------ - --------------- (*) Unless otherwise indicated, it will be assumed that all of the shares held for the account of the undersigned in the Retirement Savings Plan as of February 29, 2000 are to be tendered. EX-99.(A)(5)(G) 8 LETTER TO SHAREHOLDERS 1 EXHIBIT(A)(5)(G) SHAW INDUSTRIES, INC. LOGO APRIL 5, 2000 To Our Shareholders: Shaw Industries, Inc. is amending its offer to purchase up to 12,000,000 shares of its common stock, including the associated rights to purchase preferred stock, or approximately 9.0% of the currently outstanding shares, from existing shareholders. The price has been increased such that will not be in excess of $15.50 nor less than $13.50 per share. Shaw is conducting the tender offer through a procedure commonly referred to as a modified "Dutch Auction." This allows you to select the price within the specified price range at which you are interested in selling your shares to Shaw. At the conclusion of the offer and receipt of tenders, Shaw will determine the lowest price within the price range that will enable it to purchase up to 12,000,000 shares. The same purchase price will be paid for all shares purchased in the offer. On March 30, 2000, the last trading day prior to the announcement of the amendment the offer, the closing price per share on the New York Stock Exchange was $14 5/16. Any shareholder whose shares are purchased in the offer will receive the total purchase price in cash and will not incur the usual transaction costs associated with open market sales. The terms of the amendment to the offer are explained in the Original Offer to Purchase which was mailed to you on March 13, 2000, the enclosed Supplement to the Offer to Purchase and Supplement to the Letter of Transmittal. I encourage you to read these materials carefully before making any decision with respect to the offer. If you desire to tender your shares, the instructions on how to tender shares are also explained in detail in the accompanying materials. Neither Shaw nor its Board of Directors makes any recommendation to any shareholder as to whether to tender or refrain from tendering their shares or as to the purchase price of any tender. Each shareholder must make such shareholder's own decision whether to tender shares and, if so, how many shares and at what price or prices shares should be tendered. Shaw has been advised that none of its directors or executive officers intends to tender any shares pursuant to the offer. Sincerely, /s/ Robert E. Shaw Robert E. Shaw Chairman of the Board and Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----