-----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, DCyo1RSq3XxYdYIktIFUYgmxWGGFW92Php4nuIqt3gqPquhxB53eYYOfAE9z43DF aRhU3erwE+FhB3mR1KYXAw== 0000950144-00-005325.txt : 20000424 0000950144-00-005325.hdr.sgml : 20000424 ACCESSION NUMBER: 0000950144-00-005325 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000421 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: 606274 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. 6) SHAW INDUSTRIES, INC. (Name of Subject Company (issuer) and Filing Person (offeror)) COMMON STOCK SERIES A PARTICIPATING PREFERRED STOCK RIGHTS (Title of Class of Securities) 8202-86-102 (CUSIP Number of Class of Securities) Bennie M. Laughter, Esq. Vice President, Secretary and General Counsel Shaw Industries, Inc. 616 East Walnut Avenue P.O. Drawer 2128 Dalton, Georgia 30720 Telephone (706) 278-3812 (Name, address and telephone number of person authorized to receive notices and communications on behalf of the filing person) Copy to: Gabriel Dumitrescu, Esq. Powell, Goldstein, Frazer & Murphy LLP 191 Peachtree Street NE Sixteenth Floor Atlanta, Georgia 30303 (404) 572-6600 [ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [ ] third-party tender offer subject to Rule 14d-1. [X] issuer tender offer subject to Rule 13e-4. [ ] going-private transaction subject to Rule 13e-3. [ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ] - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 This Amendment No. 6 to the Tender Offer Statement on Schedule TO relates to the tender offer by Shaw Industries, Inc., a Georgia corporation, to purchase 12,000,000 shares, or such lesser number of shares as are properly tendered, of its common stock, including the associated rights to purchase Series A Participating Preferred Stock issued pursuant to the Amended and Restated Rights Agreement dated April 10, 1999, between Shaw Industries, Inc. and EquiServe Trust Company, N.A., as amended, at prices not in excess of $15.50 nor less than $13.50 per share, net to the seller in cash, without interest, as specified by shareholders tendering their shares upon the terms and subject to the conditions set forth in the Supplement to the Offer to Purchase, dated April 5, 2000, and in the related letter of transmittal, which together constitute the tender offer. Unless the context otherwise requires, all references to shares shall include the associated preference stock purchase rights. ITEM 11. ADDITIONAL INFORMATION Item 11 of this Tender Offer Statement on Schedule TO, as amended, is hereby amended by adding the following at the end thereof: On April 20, 2000, Shaw issued a press release announcing the preliminary results of the offer, a copy of which is filed as Exhibit (a)(5)(H) hereto. ITEM 12. EXHIBITS (a)(5)(H) Press release dated April 20, 2000 3 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. SHAW INDUSTRIES, INC. By: /s/ B.M. Laughter ---------------------------- Name: B.M. Laughter ----------------------- Title: Vice President ---------------------- Dated: April 20, 2000 4 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION ----------- ----------- (a)(5)(H) Press Release dated April 20, 2000
EX-99.(A)(5)(H) 2 PRESS RELEASE DATED APRIL 20, 2000 1 (SHAW INDUSTRIES, INC. LOGO) PRESS RELEASE FOR TRADE/BUSINESS MEDIA FOR: SHAW INDUSTRIES, INC. DALTON, GA 30722-2128 FROM: SHAW INDUSTRIES, INC. P.O. DRAWER 2128 DALTON, GA 30722-2128 TELEPHONE (706) 275-3126 FAX (706) 275-3735 CONTACT: JULIUS SHAW FOR IMMEDIATE RELEASE DALTON, GEORGIA, April 20, 2000, Shaw Industries, Inc., (NYSE--SHX) today announced the preliminary results of its modified "Dutch Auction" tender offer which expired April 19, 2000, at 12:00 midnight New York City time. The Company said it expects to purchase approximately 3.9 million shares at a purchase price of $15.50, the top price of the offer range. The shares to be purchased represent approximately three percent of the Company's outstanding shares prior to the offer. After purchasing the shares, the Company will have approximately 128.8 million shares outstanding. In the tender offer, which was originally commenced on March 13, 2000, and scheduled to expire on April 7, 2000, the Company offered to purchase up to 12,000,000 shares of its common stock at a purchase price not greater than $13.50 nor less than $11.50 per share. Prior to the expiration date of the original offer, the Company, in response to changing conditions in the marketplace amended the 2 terms of the offer by extending the expiration date to April 19, 2000, and by increasing the price range to not in excess of $15.50 nor less than $13.50 per share. In commenting on the results of the offer, Mr. Robert E. Shaw, Chairman and Chief Executive Officer of Shaw Industries, Inc. stated, "While we had hoped that we would be able to purchase additional shares, we are encouraged by the fact that our existing shareholders are positive about the longer term prospects of Shaw Industries." Earlier in the year on January 20, 2000, the Company's Board of Directors increased the authorization for additional share repurchases to 15,000,000 shares. Following the completion of the tender offer, the Company will have approximately 11.1 million shares remaining authorized under its stock repurchase program. The final determination of the actual shares to be purchased and the delivery of the cash payment to the tendering shareholders are subject to final confirmation and the proper delivery of all shares tendered and not withdrawn, including shares tendered pursuant to guaranteed delivery procedures. A subsequent press release will be issued by the Company as soon as practical setting forth the final details of the transaction. Shaw Industries, Inc. (www.shawinc.com) is the world's largest manufacturer of tufted broadloom carpet. Headquartered in Dalton, Georgia, Shaw sells carpeting and rugs for residential and commercial applications throughout the United States and exports to most markets worldwide. Shaw markets its residential products under such brand names and trademarks as Cabin Crafts, Couture by Sutton, Cumberland, Expressive Designs, Home Foundations, Philadelphia, Queen, ShawMark, Sutton, TrustMark, Tuftex, and Shaw Rugs. Shaw markets its commercial products under the names shaw/commercial, shaw/stratton, shaw networx, shaw/hospitality, shaw/rugs, Designweave, Patcraft, and Queen Commercial. Through its network of commercial dealers known as Shaw Contract Flooring Services, Shaw also sells commercial flooring products directly and provides installation and project management services. Shaw also offers laminate flooring through the Decades brand and ceramic tile through Shaw Ceramics. -----END PRIVACY-ENHANCED MESSAGE-----