-----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, OS9rbVqczVG+HEnZvDiFvcK4q1W50ic//YOW/hn5vyCQgW/bbKYfKDbdW9HIX/dV HBHty9WiuXFJnRKVmfWXXQ== 0000950144-01-001137.txt : 20010123 0000950144-01-001137.hdr.sgml : 20010123 ACCESSION NUMBER: 0000950144-01-001137 CONFORMED SUBMISSION TYPE: SC 13E3/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010111 GROUP MEMBERS: BERKSHIRE HATHAWAY INC. GROUP MEMBERS: GERALD R. EMBRY GROUP MEMBERS: JULIAN D. SAUL GROUP MEMBERS: JULIAN D. SAUL FAMILY TRUST GROUP MEMBERS: JULIUS C. SHAW, JR. GROUP MEMBERS: KENNETH G. JACKSON GROUP MEMBERS: LITTLE FAMILY LIMITED PARTNERSHIP GROUP MEMBERS: ROBERT E. SHAW GROUP MEMBERS: ROBERT E. SHAW, L.P. GROUP MEMBERS: SHAW INDUSTRIES INC GROUP MEMBERS: VANCE D. BELL GROUP MEMBERS: W. NORRIS LITTLE GROUP MEMBERS: WILLIAM C. LUSK, JR. 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 13E3/A SEC ACT: SEC FILE NUMBER: 005-14580 FILM NUMBER: 1507163 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 13E3/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 13E3/A 1 g66134sc13e3a.txt SHAW INDUSTRIES, INC. 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 11, 2001 ------------------------------------------------------------------------ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 3) SHAW INDUSTRIES, INC. (NAME OF THE ISSUER) SHAW INDUSTRIES, INC. BERKSHIRE HATHAWAY INC. ROBERT E. SHAW ROBERT E. SHAW, L.P. JULIAN D. SAUL JULIAN D. SAUL FAMILY TRUST WILLIAM C. LUSK, JR. W. NORRIS LITTLE LITTLE FAMILY LIMITED PARTNERSHIP VANCE D. BELL KENNETH G. JACKSON GERALD R. EMBRY JULIUS C. SHAW, JR. (NAME OF PERSON FILING STATEMENT) COMMON STOCK SERIES A PARTICIPATING PREFERRED STOCK RIGHTS (TITLE OF CLASS OF SECURITIES) 820286 10 2 (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 PERSON FILING STATEMENT) COPIES TO: ROBERT E. DENHAM, ESQ. G. WILLIAM SPEER, ESQ. MUNGER, TOLLES & OLSON LLP GABRIEL DUMITRESCU, ESQ. 355 SOUTH GRAND AVENUE POWELL, GOLDSTEIN, FRAZER & MURPHY LLP LOS ANGELES, CALIFORNIA 90071 191 PEACHTREE STREET NE (213) 687-3702 SIXTEENTH FLOOR ATLANTA, GEORGIA 30303 (404) 572-6600 2 This statement is filed in connection with (check the appropriate box): a. [X] The filing of solicitation materials or an information statement subject to Regulation 14A (ss.ss.240.14a-1 through 240.14b-2), Regulation 14C (ss.ss.240.14c-1 through 240.14c-101) or Rule 13e-3(c) (ss.240.13e-3(c)) under the Securities Exchange Act of 1934 (the "Act"). b. [ ] The filing of a registration statement under the Securities Act of 1933. c. [ ] A tender offer. d. [ ] None of the above. Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: [ ] Check the following box if the filing is a final amendment reporting the results of the transaction: [X] ------------------------ CALCULATION OF FILING FEE TRANSACTION VALUE* AMOUNT OF FILING FEE** $2,399,569,154 $479,914 ------------- ------- * Calculated solely for the purpose of determining the filing fee. The filing fee was determined based upon the sum of (a) the product of 123,983,208 shares of Shaw common stock and the merger consideration of $19.00 per share in cash and (b) the product of 8,369,173 shares of Shaw common stock subject to outstanding options to purchase Shaw common stock and the difference between $19.00 per share and the exercise price per share of each of such options. ** In accordance with Rule 0-11 under the Act, the filing fee was determined by multiplying the transaction value by 1/50 of one percent. Check box if any part of the fee is offset as provided by Section 240.0-11(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: [X] Amount Previously Paid: 479,914 Filing Party: Shaw Industries, Inc. ------------ --------------------- Form or Registration No.: Schedule 14A Date Filed: November 2, 2000 ------------ --------------------- 2 3 INTRODUCTION This Amendment No. 3 to the Transaction Statement on Schedule 13E-3 is being filed with the Securities and Exchange Commission by: (1) Shaw Industries, Inc., a Georgia corporation ("Shaw"), the issuer of the equity securities that are the subject of the Rule 13e-3 transaction described herein, (2) Robert E. Shaw, a director and chairman and Chief Executive Officer of Shaw, (3) Robert E. Shaw, L.P., a limited partnership through which Mr. Shaw holds common stock, (4) Julian D. Saul, a director and President of Shaw, (5) Julian D. Saul Family Trust, a trust controlled by Mr. Saul, (6) Berkshire Hathaway Inc., a Delaware corporation ("Berkshire Hathaway"), (7) William C. Lusk, Jr., a director of Shaw, (8) W. Norris Little, a director and Vice Chairman of Shaw, (9) Little Family Limited Partnership, a family limited partnership controlled by Mr. Little, (10) Vance D. Bell, Executive Vice President, Operations of Shaw, (11) Kenneth G. Jackson, Executive Vice President and Chief Financial Officer of Shaw, (12) Gerald Embry, Controller of Shaw, and (13) Julius C. Shaw, Jr., Executive Vice President, Investor Relations of Shaw, and amends and supplements the Schedule 13e-3 Transaction Statement (as amended by Amendments No. 1 and No. 2 thereto, the "Transaction Statement") filed by the foregoing and SII Acquisition, Inc. (the "Merger Sub"). This Transaction Statement relates to the Agreement and Plan of Merger (the "Merger Agreement") dated as of October 19, 2000 by and among Merger Sub, Shaw and Berkshire Hathaway, pursuant to which Merger Sub has been merged with and into Shaw, with Shaw as the surviving corporation. Merger Sub was formed by Berkshire Hathaway solely for the purpose of engaging in the merger and related transactions. The merger of Merger Sub with and into Shaw (described herein) became effective on January 8, 2001, and as a result of the merger, Merger Sub ceased to have a separate existence. Accordingly, Merger Sub is not a filing party to this Transaction Statement. The purpose of this Amendment No. 3 is to file a final amendment to the Transaction Statement to report the results of the Rule 13e-3 transaction pursuant to Rule 13e-3(d)(3). 3 4 ITEM 15. ADDITIONAL INFORMATION On January 8, 2001, Berkshire Hathaway and Shaw filed a Certificate of Merger with the Secretary of State of the State of Georgia, pursuant to which Merger Sub was merged with and into Shaw. The merger became effective as of the date of filing of the Certificate of Merger, at which time each outstanding share of common stock of Shaw (other than those held by Berkshire Hathaway, Merger Sub, or their subsidiaries, and shares for which dissenters' rights have been perfected in accordance with Georgia law) was automatically converted into the right to receive $19.00 in cash, without interest, upon surrender of the certificate of such share to Shaw's exchange agent. As a result of the merger, on January 8, 2001, the common stock of Shaw was delisted from the New York Stock Exchange and the Pacific Stock Exchange and became eligible for termination of registration under Rules 12g-4 and 12h-3 of the Securities Exchange Act of 1934. Shaw filed a Form 15 with the Securities and Exchange Commission on January 10, 2001. 4 5 SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: January 11, 2001 SHAW INDUSTRIES, INC. By: /s/ ROBERT E. SHAW ------------------------------------- Name: Robert E. Shaw Title: Chairman and CEO BERKSHIRE HATHAWAY INC. By: /s/ MARC D. HAMBURG ------------------------------------- Name: Marc D. Hamburg Title: Vice President ROBERT E. SHAW* ---------------------------------------- Name: Robert E. Shaw ROBERT E. SHAW, L.P. By: ROBERT E. SHAW* ------------------------------------- Name: Robert E. Shaw Title: General Partner JULIAN D. SAUL* ---------------------------------------- Julian D. Saul JULIAN D. SAUL FAMILY TRUST By: JULIAN D. SAUL* ------------------------------------ Name: Julian D. Saul Title: Trustee NORRIS LITTLE* ---------------------------------------- Norris Little LITTLE FAMILY LIMITED PARTNERSHIP By: NORRIS LITTLE* ------------------------------------ Name: Norris Little Title: General Partner WILLIAM C. LUSK* ---------------------------------------- William C. Lusk VANCE D. BELL* ---------------------------------------- Vance D. Bell GERALD EMBRY* ---------------------------------------- Gerald Embry KENNETH G. JACKSON* ---------------------------------------- Kenneth G. Jackson JULIUS C. SHAW, JR.* ---------------------------------------- Julius C. Shaw, Jr. *By: /s/ ROBERT R. HARLIN ------------------------------------ Robert R. Harlin Attorney-in-fact -----END PRIVACY-ENHANCED MESSAGE-----