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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 10, 2000.
REGISTRATION NO. 333-____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
TENDER OFFER STATEMENT
(UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
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SHAW INDUSTRIES, INC.
(Name of Subject Company (issuer) and Filing Person (offeror))
COMMON STOCK NO PAR VALUE
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
CALCULATION OF FILING FEE
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TRANSACTION VALUATION AMOUNT OF FILING FEE
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*
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* Pursuant to General Instruction D to Schedule TO, no filing fee is required.
[ ] Check box if any part of the fee is offset as provided by Rule 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.
Amount Previously Paid: Filing Party:
N/A N/A
Form or Registration No.: Date Filed:
N/A N/A
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[X] 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:
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<S> <C>
[ ] 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.
</TABLE>
Check the following box if the filing is a final amendment reporting the
results of the tender offer: [ ]
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THIS 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 $13.50 NOR LESS THAN $11.50 PER SHARE,
NET TO THE SELLER IN CASH, WITHOUT INTEREST, AS SPECIFIED BY SHAREHOLDERS
TENDERING THEIR SHARES. THIS SCHEDULE TO IS INTENDED TO SATISFY THE REPORTING
REQUIREMENTS OF RULE 13E-4(C)(1) OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
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ITEM 12. EXHIBIT.
(a)(5)(A) Press Release, dated March 10, 2000.
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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: *
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Name:
Title:
Dated: March 10, 2000
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* Pursuant to General Instruction D to Schedule TO, no signature is required.
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
(a)(5)(A) Press Release, dated March 10, 2000
</TABLE>
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[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, March 10, 2000, Shaw Industries, Inc. (NYSE:SHX) announced,
today, that it intends to commence a "Dutch Auction" tender offer for up to
12,000,000 shares of its common stock, representing approximately 9.1% of its
currently outstanding shares. Under terms of the offer, the Company will invite
shareholders to tender their shares at prices specified by the tendering
shareholders within an expected range of $11.50 to $13.50 per share.
The tender offer is expected to begin Monday, March 13, 2000, or as soon as
possible thereafter, and will expire twenty business days thereafter, unless
extended by the Company.
Based upon the number of shares tendered and the prices specified by the
tendering shareholders, Shaw Industries will select a single per-share purchase
price within the expected price range to be paid for shares which have been
tendered at or below the selected price. If the offer is over-subscribed, shares
will be purchased first from shareholders owning fewer than 100 shares and
tendering all of such shares at or below the purchase price determined by the
Company and then from all other shares tendered at or below such purchase price
on a pro rata basis. The Company reserves the right to purchase more than
12,000,000 shares. The tender offer will not be conditioned on any minimum
number of shares being tendered.
The Board of Directors of Shaw Industries is not making any recommendation to
shareholders as to whether they should tender any shares pursuant to the offer.
Merrill Lynch will act as dealer-manager.
SHAREHOLDERS SHOULD READ CAREFULLY THE OFFER TO PURCHASE AND RELATED MATERIALS
THAT THE COMPANY WILL BE SENDING OUT SHORTLY BECAUSE THEY CONTAIN IMPORTANT
INFORMATION, INCLUDING VARIOUS TERMS AND CONDITIONS TO THE OFFER. SHAREHOLDERS
CAN OBTAIN THE OFFER TO PURCHASE AND RELATED MATERIALS FREE AT THE SEC'S WEB
SITE AT <WWW.SEC.GOV> OR FROM OUR INFORMATION AGENT, CORPORATE INVESTOR
COMMUNICATIONS, INC., AT 111 COMMERCE ROAD, CARLSTADT, NJ, 07072, TELEPHONE:
1-877-977-6197. SHAREHOLDERS ARE URGED TO CAREFULLY READ THESE MATERIALS PRIOR
TO MAKING ANY DECISION WITH RESPECT TO THE OFFER.
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. (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/Network,
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.
