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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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.
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(Name of Issuer)
SHAW INDUSTRIES, INC.
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(Name of Person(s) Filing Statement)
COMMON STOCK
SERIES A PARTICIPATING PREFERRED STOCK RIGHTS
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(Title of Class of Securities)
820286-10-2
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(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
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(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
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(Date Tender Offer First Published, Sent or
Given to Security Holders)
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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
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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.
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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.
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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
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Bennie M. Laughter
Vice President, Secretary
and General Counsel
Dated: March 17, 1998
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EXHIBIT INDEX
<TABLE>
<CAPTION>
DESCRIPTION EXHIBIT
- ----------- -------
<S> <C>
(a) (13) Text of Press Release dated March 17, 1998.
</TABLE>
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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.
