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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)
(AMENDMENT NO. 7)
SHAW INDUSTRIES, INC.
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(Name of Subject Company (issuer) and Filing Person (offeror))
COMMON STOCK
SERIES A PARTICIPATING PREFERRED STOCK RIGHTS
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(Title of Class of Securities)
8202-86-102
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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
Telephone (706) 278-3812
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(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
[ ] 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:
<TABLE>
<S> <C> <C> <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: [X]
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This Amendment No. 7 to the 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 $15.50
nor less than $13.50 per share, net to the seller in cash, without interest, as
specified by shareholders tendering their shares upon the terms and subject to
the conditions set forth in the Supplement to the Offer to Purchase, dated April
5, 2000, and in the related letter of transmittal, which together constitute the
tender offer. Unless the context otherwise requires, all references to shares
shall include the associated preference stock purchase rights.
ITEM 4. TERMS OF TRANSACTION
Item 4 of this Tender Offer Statement on Schedule TO, as amended, is
hereby amended by adding the following at the end thereof:
The offer expired at 12:00 midnight, New York City time, on April 19,
2000. As of April 1, 2000, Shaw had 132,681,099 shares outstanding. Shaw
accepted a total of 3,991,047 shares at a purchase price of $15.50 per share.
Following the purchase of the shares in the offer, Shaw has approximately
128,700,000 shares outstanding.
ITEM 11. ADDITIONAL INFORMATION
Item 11 of this Tender Offer Statement on Schedule TO, as amended, is
hereby amended by adding the following at the end thereof:
On April 26, 2000, Shaw issued a press release announcing the final
results of the offer, a copy of which is filed as Exhibit (a)(5)(I).
ITEM 12. EXHIBITS
(a)(5)(I) Press Release dated April 26, 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: /s/ B.M. Laughter
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Name: B.M. Laughter
Title: Vice-President
Dated: April 26, 2000
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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(a)(5)(I) Press Release dated April 26, 2000
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Exhibit (a)(5)(I)
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
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DALTON, GEORGIA, April 26, 2000, Shaw Industries, Inc. (NYSE-SHX) today
announced the final results in its "Dutch Auction" tender offer which expired
April 19, 2000, at 12:00 Midnight New York City time.
The Company accepted for payment 3,991,047 shares at a purchase price of $15.50
per share. All shares have been duly tendered pursuant to the tender offer and
were accepted and will be repurchased. Payment for the shares properly tendered
will be made as promptly as practicable, in accordance with the terms of the
tender offer.
The shares purchased represent approximately three percent (3%) of the
Company's shares outstanding immediately prior to the offer. After purchasing
the shares, the company has approximately 128.7 million shares outstanding.
In the tender offer, which initially commenced on March 13, 2000 and was
originally scheduled to expire April 7, 2000, the Company had offered to
purchase up to 12,000,000 shares at a purchase price not greater than $11.50
nor less than
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$13.50 per share. Prior to the initial expiration date of the offer, the
Company amended the terms of the offer by extending the expiration date to
April 9, 2000, and by increasing the offer range to not in excess of $15.50 nor
less than $13.50 per share.
After completing the offer, the Company has approximately 11.1 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.
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, Cumber[HL] land, Expressive Designs, Home Foundations, Philadelphia,
Queen, ShawMark, Sutton, TrustMark, Evans & Black, Salem, Tuftex, and Shaw
Rugs. Shaw markets its commercial products under the names Shaw Contract,
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, ceramic
tile through Shaw Ceramics, and hardwood flooring through Shaw Hardwoods.
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