-----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, UdAr/wvXf671Mhys3bn3XbxtRlXAnlwGd7rWSXTqkkPxL9GWHX6oXEzHyLd3BbU+ JepVwYa7AwwLYVioQa9zrw== 0000950144-98-002990.txt : 19980323 0000950144-98-002990.hdr.sgml : 19980323 ACCESSION NUMBER: 0000950144-98-002990 CONFORMED SUBMISSION TYPE: SC 13E4/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980319 SROS: NYSE SROS: PCX 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 13E4/A SEC ACT: SEC FILE NUMBER: 005-14580 FILM NUMBER: 98569083 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 13E4/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 13E4/A 1 SHAW INDUSTRIES, INC. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------------- SCHEDULE 13E-4 Issuer Tender Offer Statement (Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934) (AMENDMENT NO. 2) (FINAL AMENDMENT) SHAW INDUSTRIES, INC. --------------------- (Name of Issuer) SHAW INDUSTRIES, INC. --------------------- (Name of Person(s) 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 (706) 278-3812 -------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement) With a copy to: GABRIEL DUMITRESCU, ESQ. POWELL, GOLDSTEIN, FRAZER & MURPHY LLP 191 PEACHTREE STREET, N.E. SIXTEENTH FLOOR ATLANTA, GEORGIA 30303 (404) 572-6600 FEBRUARY 9, 1998 ---------------- (Date Tender Offer First Published, Sent or Given to Security Holders) 2 CALCULATION OF FILING FEE: Transaction Amount of Valuation*: $132,775,000 Filing Fee: $26,555 * Calculated solely for the purpose of determining the filing fee, based upon the purchase of 10,622,000 Shares at $12.50 per Share. [X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and date of its filing. Amount Previously Paid: $22,400 and $4,155 Form or Registration No.: Schedule 13E-4 Filing Party: Shaw Industries, Inc. Date Filed: February 9, 1998 2 3 INTRODUCTORY STATEMENT This Amendment No. 2 amends the Issuer Tender Offer Statement on Schedule 13E-4 previously filed with the Securities and Exchange Commission on February 9, 1998 by Shaw Industries, Inc., a Georgia corporation (the "Company"), as amended on March 10, 1998 (the "Schedule 13E-4"). All terms used herein and not otherwise defined shall have the meaning set forth in the Schedule 13E-4. The following information amends the information previously included in the Schedule 13E-4. 3 4 ITEM 1. SECURITY AND ISSUER. The following is hereby added to the information previously set for under Item 1(b) of the Schedule 13E-4: On March 17, 1998, the Company announced the final results of the Offer, which expired at 12:00 Midnight, New York City time, on March 9, 1998. Pursuant to the Offer, the Company accepted for payment 10,622,361 shares at a purchase price of $12.50 per share. ITEM 2. MATERIAL TO BE FILED AS EXHIBITS. The following Exhibits are filed herewith: (a) (13) Text of Press Release dated March 17, 1998. 4 5 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/ Bennie M. Laughter ----------------------------- Bennie M. Laughter Vice President, Secretary and General Counsel Dated: March 17, 1998 5 6 EXHIBIT INDEX
DESCRIPTION EXHIBIT - ----------- ------- (a) (13) Text of Press Release dated March 17, 1998.
EX-99.(A)(13) 2 TEXT OF PRESS RELEASE 1 Exhibit (a)(13) Shaw Industries, Inc. DALTON, GEORGIA, March 17, 1998, Shaw Industries, Inc., (NYSE-SHX) today announced the final results in its "Dutch Auction" tender offer which expired March 9, 1998, at 12:00 Midnight New York City time. The Company accepted for payment 10,622,361 shares at a purchase price of $12.50 per share. Shares tendered at prices greater than $12.50 per share or certain shares that were conditionally tendered were not purchased. The shares purchased represent approximately 8.1% of the Company's shares outstanding immediately prior to the offer. After purchasing the shares, the Company has approximately 120.5 million shares outstanding. In the tender offer, which commenced on February 9, 1998, the Company had offered to purchase up to 8,000,000 shares at a purchase price not greater than $14.00 nor less than $11.00 per share. The final count of Wachovia Bank, N.A., depositary for the offer, indicated that approximately 11.6 million shares were tendered at or below $12.50 per share and not withdrawn. The Company exercised its option to purchase an additional two percent of its outstanding shares as a part of the offer. As a consequence, as permitted by the terms of the offer, the Company increased the number of Shares purchased by 2,622,361 shares. After completing the offer, the Company has 1.29 million shares remaining authorized for repurchase under its existing stock repurchase program. Merrill Lynch has acted as Dealer Manager and Corporate Investor Communications, Inc. has acted as Information Agent for the Dutch Auction. Safe Harbor Statement: Except for historical information contained herein, the matters set forth in this press release are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and are subject to the safe harbor provisions of that Act. The forward-looking statements set forth above involve a number of risks and uncertainties that could cause actual results to differ materially from any such statement. These risks and uncertainties, and assumptions concerning the company's future operations and performance, could prove inaccurate and, therefore, there can be no assurance that the forward-looking statements will prove to be accurate. Shaw Industries, Inc. with its corporate offices in Dalton, Georgia, manufactures and sells carpeting and rugs throughout the United States, the United Kingdom, Australia and Mexico, and exports to Canada and many other countries. Through its retails stores and commercial dealers, the Company also sells other flooring products and provides installation and other services. -----END PRIVACY-ENHANCED MESSAGE-----