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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. 4)
SHAW INDUSTRIES, INC.
(Name of Subject Company (issuer) and Filing Person (offeror))
COMMON STOCK
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
[ ] 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: [ ]
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This Amendment No. 4 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, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated March 13, 2000, and in the
related letter of transmittal, which, as amended and supplemented from time to
time, together constitute the tender offer. Unless the context otherwise
requires, all references to shares shall include the associated preference stock
purchase rights.
On March 31, 2000, Shaw Inductries, Inc. issued the press release filed
as Exhibit (a)(5)(F) hereto.
ITEM 12. EXHIBITS.
(a)(5)(F) Press Release, dated March 31, 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: March 31, 2000
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
(a)(5)(F) Press Release, dated March 31, 2000
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EXHIBIT 99.(A)(5)(F)
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 31, 2000, Shaw Industries, Inc. (NYSE:SHX) announced,
that, due to recent changes in market conditions, it is revising and extending
its previously announced "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 revised offer, the Company will invite
shareholders to tender their shares at prices specified by the tendering
shareholders at a purchase price not in excess of $15.50 nor less than $13.50
per share.
The tender offer was commenced on, Monday, March 13, 2000, and will now expire
at 12:00 Midnight, New York City time, on April 19, 2000, unless extended by
the Company.
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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.
Neither the Company nor its Board of Directors is making any recommendation to
shareholders as to whether to tender or refrain from tendering their shares or
as to the purchase price of any tender. Each shareholder must make his or her
own decision whether to tender shares and, if so, how many shares and at what
price or prices shares should be tendered. The Company has been advised that
none of its director or executive officers intend to tender any shares pursuant
to the offer. Merrill Lynch will act as Dealer Manager and Corporate Investor
Communications, Inc. will act as Information Agent.
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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/networx,
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.
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