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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. 1)
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
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. 1 amends the Issuer Tender Offer Statement on
Schedule 13E-4 (the "Schedule 13E-4") previously filed with the Securities and
Exchange Commission on February 9, 1998 by Shaw Industries, Inc., a Georgia
corporation (the "Company"), in connection with the Company's offer to purchase
up to 8,000,000 shares of its Common Stock (the "Common Stock") including the
associated rights to purchase Series A Participating Preferred Stock (the
"Rights") issued pursuant to the Rights Agreement between the Company and
NationsBank, N.A., as successor to Citizens and Southern Trust Company
(Georgia), N.A. (together, the Common Stock and the Rights are referred to as
the "Shares"), at prices not in excess of $14.00 nor less than $11.00 per Share,
net to the seller in cash, upon the terms and subject to the conditions of the
Offer to Purchase dated February 9, 1998 (the "Offer to Purchase") and the
related Letter of Transmittal (which, together with the Offer to Purchase,
constitutes the "Offer"), copies of which were attached as Exhibits 99(a)(1) and
99(a)(2), respectively, to the Schedule 13E-4. The Offer was terminated at 12:00
Midnight, New York City time, on March 9, 1998.
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:
The Offer expired at 12:00 Midnight, New York City time, on March 9,
1998. On March 10, 1998, the Company announced that, based on the
preliminary results of the Offer, the Company expects to purchase
approximately 10,622,000 shares at a purchase price of $12.50 per
share. Due to an over subscription, all shares tendered at or below the
purchase price will be pro-rated, except for odd-lot tenders, which
will be purchased in full. The Company anticipates a proration factor
of 96.9%
ITEM 2. MATERIAL TO BE FILED AS EXHIBITS.
The following Exhibits are filed herewith:
(a) (12) Text of Press Release dated March 10, 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 11, 1998
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EXHIBIT INDEX
DESCRIPTION EXHIBIT
(a) (12) Text of Press Release dated March 10, 1998.
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EXHIBIT 99(a)(12)
Exhibit (a)(12)
Shaw Industries, Inc.
DALTON, GEORGIA, March 10, 1998, Shaw Industries, Inc., (NYSE--SHX)
today announced the preliminary results in its "Dutch Auction" tender offer
which expired March 9, 1998, at 12:00 Midnight New York City time.
The Company said it expects to purchase approximately 10,622,000 shares
at a purchase price of $12.50 per share. Shares tendered at prices greater than
$12.50 per share or those not within the prorated amount will not be purchased.
The shares expected to be purchased represent approximately 8.1 percent
of the Company's shares outstanding immediately prior to the offer. After
purchasing the shares, the Company will have approximately 120,496,000 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 preliminary count of Wachovia
Bank, N.A., depositary for the offer, indicated that approximately 10.97 million
shares were tendered at or below $12.50 per share and not withdrawn. A total of
approximately 3.77 million shares were tendered pursuant to guaranteed delivery
procedures. The Company has decided to exercise its option to purchase an
additional two percent of its outstanding shares as a part of the Dutch Auction
tender offer. As a consequence, as permitted by the terms of the offer, the
Company increased the number of Shares to be purchased by 2,622,000 shares. As a
result of the over subscription of the offer, there will be proration among
shareholders who tendered at or below the purchase price, except that the
Company intends to purchase all odd-lot shares tendered. The Company anticipates
a proration factor of 96.9%.
After completing the tender offer, the Company will have approximately
1.29 million shares remaining authorized for repurchase under its existing stock
repurchase program.
The determination of the actual number of shares to be purchased and
the purchase price are subject to final confirmation and the proper delivery of
all shares tendered and not withdrawn, including shares tendered pursuant to
guaranteed delivery procedures.
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 ss.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.
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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 retail stores and commercial dealers, the Company also
sells other flooring products and provides installation and other services.
