<PAGE> 1
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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. 1)
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 Person Filing Statement)
COPY TO:
GABRIEL DUMITRESCU, ESQ.
POWELL, GOLDSTEIN, FRAZER & MURPHY LLP
191 PEACHTREE STREET NE
SIXTEENTH FLOOR
ATLANTA, GEORGIA 30303
(404) 572-6600
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CALCULATION OF FILING FEE
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TRANSACTION VALUE* AMOUNT OF FILING FEE
- --------------------------------------------------- ---------------------------------------------------
$162,000,000 $32,400
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</TABLE>
* For the purpose of calculating the filing fee only, this amount is based on
the purchase of 12,000,000 shares of common stock at the maximum tender offer
price of $13.50 per share.
[ ] 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.
<TABLE>
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AMOUNT PREVIOUSLY PAID: FILING PARTY:
- --------------------------------------------------- ---------------------------------------------------
N/A N/A
FORM OR REGISTRATION NO.: DATE FILED:
- --------------------------------------------------- ---------------------------------------------------
N/A N/A
</TABLE>
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<PAGE> 2
[ ] 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>
<C> <S> <C> <C>
[ ] third-party tender offer subject to Rule [X] issuer tender offer subject to Rule 13e-4
14d-1
[ ] going-private transaction subject to Rule [ ] amendment to Schedule 13D under
13e-3 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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<PAGE> 3
This Amendment No. 1 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, without par value, 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 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 preferred stock
purchase rights. Copies of the Offer to Purchase and the related Letter of
Transmittal are filed with this Amendment No. 1 to the Schedule TO as Exhibit
(a)(1)(A) and (a)(1)(B), respectively. This Amendment No. 1 to the Schedule TO
is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) of the
Securities Exchange Act of 1934, as amended.
The information in the Offer to Purchase and the related Letter of
Transmittal, copies of which are filed with this Amendment No. 1 to the Schedule
TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively, is incorporated in this
Amendment No. 1 to the Schedule TO by reference in answer to items 1 though 11
of Schedule TO.
ITEM 12. EXHIBITS.
<TABLE>
<S> <C>
(a)(1)(A) Offer to Purchase, dated March 13, 2000
(a)(1)(B) Letter of Transmittal (including certification of taxpayer
identification number on Substitute Form W-9)
(a)(1)(C) Notice of Guaranteed Delivery
(a)(1)(D) Letter to brokers, dealers, commercial banks, trust
companies and other nominees, dated March 13, 2000
(a)(1)(E) Letter to clients for use by brokers, dealers, commercial
banks, trust companies and other nominees
(a)(1)(F) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9
(a)(1)(G) Letter to Participants for use by the Trustee of the
Retirement Savings Plan
(a)(2)-(4) Not applicable
(a)(5)(A) Press Release, dated March 10, 2000*
(a)(5)(B) Summary Advertisement, dated March 13, 2000
(a)(5)(C) Letter to shareholders from Robert E. Shaw, the Chairman of
the Board and Chief Executive Officer of Shaw, dated March
13, 2000
(a)(5)(D) Press Release, dated March 13, 2000
(b) Amended and Restated Credit Agreement as of March 16, 1998
among Shaw, the lenders appearing on the signature pages
thereto, NationsBank, N.A. and SunTrust Bank, Atlanta.
(Incorporated herein by reference to Exhibit 99.3 to Shaw's
Quarterly Report on Form 10-Q filed with the Commission on
November 17, 1998 (File No. 1-6853).)
(c) Not applicable
(d) Not applicable
(f) Not applicable
(g) Not applicable
(h) Not applicable
</TABLE>
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* Previously filed
<PAGE> 4
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
------------------------------------
Name: B.M. Laughter
Title: Vice President
Dated: March 13, 2000
<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
(a)(1)(A) Offer to Purchase, dated March 13, 2000
(a)(1)(B) Letter of Transmittal (including certification of taxpayer
identification number on Substitute Form W-9)
(a)(1)(C) Notice of Guaranteed Delivery
(a)(1)(D) Letter to brokers, dealers, commercial banks, trust
companies and other nominees, dated March 13, 2000
(a)(1)(E) Letter to clients for use by brokers, dealers, commercial
banks, trust companies and other nominees
(a)(1)(F) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9
(a)(1)(G) Letter to Participants for use by the Trustee of the
Retirement Savings Plan
(a)(2)-(4) Not applicable
(a)(5)(A) Press Release, dated March 10, 2000*
(a)(5)(B) Summary Advertisement, dated March 13, 2000
(a)(5)(C) Letter to shareholders from Robert E. Shaw, Chairman of the
Board and Chief Operating Officer of Shaw, dated March 13,
2000
(a)(5)(D) Press Release, dated March 13, 2000
(b) Amended and Restated Credit Agreement dated as of March 16,
1998 among Shaw, the lenders appearing on the signature
pages thereto, NationsBank, N.A. and SunTrust Bank, Atlanta.
(Incorporated herein by reference to Exhibit 99.3 to Shaw's
Quarterly Report on Form 10-Q filed with the Commission on
November 17, 1998 (File No. 1-6853).)
(c) Not applicable
(d) Not applicable
(f) Not applicable
(g) Not applicable
(h) Not applicable
</TABLE>
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* Previously filed
<PAGE> 1
EXHIBIT (A)(1)(A)
SHAW INDUSTRIES, INC. LOGO
OFFER TO PURCHASE FOR CASH UP TO 12,000,000 SHARES OF ITS COMMON STOCK
(INCLUDING ASSOCIATED SERIES A PARTICIPATING PREFERRED STOCK PURCHASE RIGHTS)
AT A PURCHASE PRICE NOT IN EXCESS OF $13.50
NOR LESS THAN $11.50 PER SHARE
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON FRIDAY, APRIL 7, 2000, UNLESS THE OFFER IS EXTENDED.
Shaw Industries, Inc., a Georgia corporation, invites its shareholders to
tender up to 12,000,000 shares of its common stock, including the associated
rights to purchase preferred stock, for purchase by Shaw at a price 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. Shaw will
determine a single per share price that it will pay for shares properly
tendered, taking into account the number of shares tendered and the prices
specified by tendering shareholders. All shares acquired in the offer will be
acquired at the same price. Shaw will select the lowest purchase price that will
allow it to purchase 12,000,000 shares or, if a lesser number of shares are
properly tendered, all shares properly tendered.
Shaw reserves the right, in its sole discretion, to purchase more than
12,000,000 shares pursuant to the offer. See Section 15.
THE OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED.
THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE SECTION 7.
The shares are listed and traded on the New York Stock Exchange and the
Pacific Stock Exchange under the symbol "SHX." On March 10, 2000, the last
trading day on the New York Stock Exchange prior to the announcement of the
terms of the offer, the closing per share sales price as reported by The Wall
Street Journal was $11 5/16. Shareholders are urged to obtain current market
quotations for the shares. See Section 8.
NEITHER SHAW NOR SHAW'S BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO YOU
AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING YOUR SHARES OR AS TO THE
PURCHASE PRICE AT WHICH YOU MAY CHOOSE TO TENDER YOUR SHARES. YOU MUST MAKE YOUR
OWN DECISION AS TO WHETHER TO TENDER YOUR SHARES AND, IF SO, HOW MANY SHARES TO
TENDER AND THE PRICE OR PRICES AT WHICH YOU WILL TENDER THEM. IN DOING SO, YOU
SHOULD CONSIDER OUR REASONS FOR MAKING THIS OFFER, INCLUDING ALLOWING
SHAREHOLDERS THE OPPORTUNITY TO EXIT ALL OR PART OF THEIR INVESTMENT IN SHAW ON
POTENTIALLY MORE FAVORABLE TERMS THAN WOULD OTHERWISE BE AVAILABLE AND THAT
GIVEN THE CURRENT MARKET PRICE OF THE SHARES AND OUR FINANCIAL CONDITION AND
OUTLOOK, THE PURCHASE OF SHARES AT THIS TIME IS A PRUDENT USE OF OUR FINANCIAL
RESOURCES. SEE SECTION 2. OUR DIRECTORS AND EXECUTIVE OFFICERS HAVE ADVISED US
THAT THEY DO NOT INTEND TO TENDER ANY SHARES IN THE OFFER.
If you wish to tender all or any part of the shares registered in your name,
you should follow the instructions described in Section 3 carefully, including
completing a Letter of Transmittal in accordance with the instructions and
delivering it, along with your share certificates and any other required items,
to EquiServe Trust Company, N.A., the Depositary. If your shares are registered
in the name of a broker, dealer, commercial bank, trust company or other
nominee, you should contact the nominee if you desire to tender your shares and
request that the nominee tender them for you. Participants in Shaw's Dividend
Reinvestment Plan or Retirement Savings Plan who wish to tender any of their
shares held in these plans must follow the separate instructions and procedures
described in Section 3 of this Offer to Purchase.
Any shareholder who desires to tender shares and whose certificates for the
shares are not immediately available or cannot be delivered to the Depositary or
who cannot comply with the procedure for book-entry transfer or whose other
required documents cannot be delivered to the Depositary by the expiration of
the offer must tender the shares pursuant to the guaranteed delivery procedure
set forth in Section 3.
Only shares properly tendered at prices at or below the purchase price
selected by Shaw and not properly withdrawn will be purchased. However, because
of the "odd lot" priority, proration and conditional tender provisions described
in this Offer to Purchase, all of the shares tendered at or below the purchase
price will not be purchased if the offer is oversubscribed. Shares not purchased
in the offer will be returned as promptly as practicable following the
expiration of the offer. See Section 3.
TO PROPERLY TENDER SHARES, YOU MUST VALIDLY COMPLETE THE LETTER OF
TRANSMITTAL, INCLUDING THE SECTION RELATING TO THE PRICE AT WHICH YOU ARE
TENDERING SHARES. IF YOU WISH TO MAXIMIZE THE CHANCE THAT YOUR SHARES WILL BE
PURCHASED AT THE PURCHASE PRICE DETERMINED BY SHAW, YOU SHOULD CHECK THE BOX IN
THE SECTION ON THE LETTER OF TRANSMITTAL CAPTIONED "SHARES TENDERED AT PRICE
DETERMINED UNDER THE TENDER OFFER." NOTE THAT THIS ELECTION COULD RESULT IN YOUR
SHARES BEING PURCHASED AT THE MINIMUM PRICE OF $11.50 PER SHARE.
Questions and requests for assistance may be directed to the Information
Agent or the Dealer Manager at the telephone numbers and addresses set forth on
the back cover of this Offer to Purchase. You may request additional copies of
this Offer to Purchase, the Letter of Transmittal or the Notice of Guaranteed
Delivery from the Information Agent at its telephone numbers and address set
forth on the back cover of this Offer to Purchase.
WE HAVE NOT AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION ON OUR BEHALF
AS TO WHETHER YOU SHOULD TENDER OR REFRAIN FROM TENDERING YOUR SHARES IN THIS
OFFER OR AS TO THE PURCHASE PRICE OF ANY TENDER. YOU SHOULD RELY ONLY ON THE
INFORMATION CONTAINED IN THIS DOCUMENT OR TO WHICH WE HAVE REFERRED YOU. WE HAVE
NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION OR TO MAKE ANY
REPRESENTATION IN CONNECTION WITH THIS OFFER OTHER THAN THOSE CONTAINED IN THIS
OFFER TO PURCHASE OR IN THE RELATED LETTER OF TRANSMITTAL. IF ANYONE MAKES ANY
RECOMMENDATION OR GIVES ANY INFORMATION OR REPRESENTATION, YOU MUST NOT RELY
UPON THAT RECOMMENDATION, INFORMATION OR REPRESENTATION AS HAVING BEEN
AUTHORIZED BY SHAW.
The Dealer Manager for the Offer is:
MERRILL LYNCH & CO.
March 13, 2000
<PAGE> 2
SUMMARY TERM SHEET
This summary highlights the most material information from this Offer to
Purchase. To understand the offer fully and for a more complete description of
the terms of the offer, you should read carefully this entire Offer to Purchase
and Letter of Transmittal. We have included page references parenthetically to
direct you to a more complete description of the topics in this summary.
WHAT SECURITIES IS SHAW OFFERING TO PURCHASE? (PAGE 1)
Shaw is offering to purchase 12,000,000 shares of its common stock,
including the associated preferred stock purchase rights, or, if a lesser number
of shares are properly tendered, all shares properly tendered. If more than
12,000,000 shares are tendered, all shares tendered at or below the purchase
price will be purchased on a pro rata basis, except for "odd lots" which will be
purchased on a priority basis.
HOW MUCH WILL SHAW PAY ME FOR MY SHARES AND IN WHAT FORM OF PAYMENT? (PAGE 10)
Shaw is conducting the offer through a procedure commonly called a modified
"Dutch Auction."
- This procedure allows you to select the price within a specified price
range at which you are willing to sell your shares. The price range for
this offer is $11.50 to $13.50.
- Shaw will determine the lowest single price per share within the price
range that will allow it to purchase 12,000,000 shares, or if fewer
shares are tendered, all shares tendered.
- All shares purchased will be purchased at the same price, even if you
have selected a lower price, but no shares will be purchased above the
purchase price.
- If you wish to maximize the chance that your shares will be purchased,
you should check the box in the section on the Letter of Transmittal
indicating that you will accept the purchase price determined by Shaw
under the terms of the offer. Note that this election could result in
your shares being purchased at the minimum price of $11.50 per share.
- Shareholders whose shares are purchased in the offer will be paid the
purchase price, net in cash, without interest, as soon as practicable
after the expiration of the offer. Under no circumstances will Shaw pay
interest on the purchase price, including but not limited to, by reason
of any delay in making payment.
DOES SHAW HAVE THE FINANCIAL RESOURCES TO PAY ME FOR MY SHARES? (PAGE 14)
Shaw intends to finance all of the approximately $163.5 million of funds
required to purchase the shares in this offer with internally generated funds
and borrowings under existing credit facilities.
WHEN DOES THE TENDER OFFER EXPIRE? CAN SHAW EXTEND THE OFFER, AND IF SO, HOW
WILL I BE NOTIFIED? (PAGE 27)
- The offer expires Friday, April 7, 2000, at 12:00 midnight, New York City
time, unless it is extended by Shaw.
- Shaw may extend the offer at any time.
- Shaw cannot assure you that the offer will be extended or, if extended,
for how long.
- If the offer is extended, Shaw will make a public announcement of the
extension no later than 9:00 a.m. on the next business day following the
previously scheduled expiration of the offer period.
WHAT IS THE PURPOSE OF THE OFFER? (PAGE 4)
The Board of Directors believes that given the current market price of the
shares and Shaw's financial condition and outlook, the purchase of shares at
this time is a prudent use of its financial resources.
<PAGE> 3
In addition, this offer allows shareholders an opportunity to exit all or
part of their investment in Shaw on potentially more favorable terms than would
otherwise be available. However, shareholders who choose not to tender their
shares may also benefit from these transactions. Non-tendering shareholders will
own a greater interest in a company with a potentially stronger earnings per
share growth rate.
WHAT ARE THE MOST SIGNIFICANT CONDITIONS TO THE OFFER? (PAGE 12)
Shaw's obligations to accept for payment, purchase or pay for any shares
tendered depends upon a number of conditions, including:
- No legal action shall have been threatened, pending or taken that might
adversely affect the offer or the business of Shaw.
- No action or regulation shall be applicable to the offer or Shaw that
would restrict the consummation of the offer or might materially
adversely affect the business of Shaw.
- No substantial negative change in the economic condition of the country
as a whole shall have occurred during this offer.
- No one shall have proposed, announced or made a tender or exchange offer
(other than this offer), merger, business combination or other similar
transaction involving Shaw.
- No material change in the business, condition (financial or otherwise),
assets, income, operations, prospects or stock ownership of Shaw shall
have occurred during this offer.
HOW DO I TENDER MY SHARES? (PAGE 6)
- If you decide to tender your shares, you must either:
- Deliver your shares by mail, physical delivery or book-entry transfer
and deliver a completed and signed Letter of Transmittal to the
Depositary before 12:00 midnight on Friday, April 7, 2000; or
- If your share certificates are not immediately available for delivery to
the Depositary, comply with the guaranteed delivery procedure before
12:00 midnight on Friday, April 7, 2000.
- You may contact the Information Agent or your broker for assistance.
- Participants in Shaw's Dividend Reinvestment Plan who wish to tender
their shares held in such plan must instruct the plan administrator by
following the instructions provided by the plan administrator.
- Retirement Savings Plan beneficiaries who wish to tender their shares
held in such plan must instruct the trustee of the plan by returning the
instruction form received by them to the trustee.
UNTIL WHAT TIME CAN I WITHDRAW PREVIOUSLY TENDERED SHARES? (PAGE 10)
You may withdraw your tendered shares at any time before 12:00 midnight on
Friday, April 7, 2000 unless the offer is extended. If the offer is extended by
Shaw beyond that time, you may withdraw your tendered shares at any time until
the expiration of the offer. In addition, unless Shaw accepts your tendered
shares for payment before 12:00 midnight, New York City time, on Friday, May 5,
2000, you may withdraw your shares any time thereafter.
IN WHAT ORDER WILL TENDERED SHARES BE PURCHASED? WILL TENDERED SHARES BE
PRORATED? (PAGE 2)
Shaw will purchase up to 12,000,000 shares, or if a lesser number of shares
are properly tendered, all shares properly tendered at a price range between
$11.50 and $13.50. If more than 12,000,000 shares are properly tendered at
prices at or below the purchase price, the shares will be purchased in the
following order:
- First, Shaw will purchase shares from all holders of "odd lots" of less
than 100 shares who properly tender all of their shares at or below the
selected purchase price;
ii
<PAGE> 4
- Second, after purchasing all shares from the "odd lot holders," subject
to the conditional tender provisions described in Section 6, Shaw will
then purchase shares from all other shareholders who properly tender
shares at or below the selected purchase price, on a pro rata basis.
- Consequently, all of the shares that you tender in the offer may not be
purchased even if they are tendered at or below the purchase price.
WHAT DO SHAW AND ITS BOARD OF DIRECTORS THINK OF THE OFFER? (PAGE 1)
- Neither Shaw nor Shaw's Board of Directors makes any recommendation to
you as to whether to tender or refrain from tendering your shares or as
to the purchase price at which you may choose to tender your shares.
- You must make your own decision whether to tender your shares and, if so,
how any shares to tender and the price or prices at which you will tender
them.
- Our directors and executive officers have advised us that they do not
intend to tender any shares in the offer.
WHAT IS THE RECENT MARKET PRICE OF MY SHARES? (PAGE 14)
- On March 10, 2000, the last full trading day before the announcement of
the offer, the last reported sale price of the shares in The Wall Street
Journal was $11 5/16.
- Shareholders are urged to obtain current market quotations for their
shares.
WHO DO I CONTACT IF I HAVE QUESTIONS ABOUT THE TENDER OFFER?
For additional information or assistance, you may contact:
- Information Agent:
Corporate Investor Communications, Inc.
111 Commerce Road
Carlstadt, NJ 07072
Banks and Brokerage Firms Call: (800)346-7885
All Others Call Toll Free: (877)977-6197
iii
<PAGE> 5
SHAW HAS NOT AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION ON BEHALF OF
SHAW AS TO WHETHER SHAREHOLDERS SHOULD TENDER OR REFRAIN FROM TENDERING SHARES
PURSUANT TO THE OFFER OR AS TO THE PURCHASE PRICE OF ANY TENDER. SHAREHOLDERS
SHOULD RELY ONLY ON THE INFORMATION CONTAINED HEREIN OR TO WHICH SHAW HAS
REFERRED THEM. SHAW HAS NOT AUTHORIZED ANY PERSON TO GIVE ANY INFORMATION OR TO
MAKE ANY REPRESENTATION IN CONNECTION WITH THE OFFER OTHER THAN THOSE CONTAINED
HEREIN OR IN THE RELATED LETTER OF TRANSMITTAL. IF GIVEN OR MADE, ANY SUCH
RECOMMENDATION OR ANY SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON
AS HAVING BEEN AUTHORIZED BY SHAW.
---------------------
TABLE OF CONTENTS
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SECTION PAGE
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SUMMARY TERM SHEET............................................... i
INTRODUCTION..................................................... 1
THE OFFER........................................................ 2
1. Number of Shares; Proration................................. 2
2. Purpose of the Offer; Certain Effects of the Offer.......... 4
3. Procedures for Tendering Shares............................. 6
4. Withdrawal Rights........................................... 10
5. Purchase of Shares and Payment of Purchase Price............ 10
6. Conditional Tender of Shares................................ 11
7. Conditions of the Offer..................................... 12
8. Price Range of Shares; Dividends............................ 14
9. Source and Amount of Funds.................................. 14
10. Certain Information Concerning Shaw......................... 15
11. Interest of Directors and Officers; Transactions and
Arrangements Concerning Shares.............................. 23
12. Effects of the Offer on the Market for Shares; Registration
under the Exchange Act...................................... 24
13. Certain Legal Matters; Regulatory Approvals................. 24
14. Certain Federal Income Tax Consequences..................... 24
15. Extension of Offer; Termination; Amendment.................. 27
16. Fees and Expenses........................................... 28
17. Miscellaneous............................................... 28
</TABLE>
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FORWARD LOOKING STATEMENTS
This Offer to Purchase, including the discussions in Section 1, Section 2
and Section 10, contain certain "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, which involve a number of risks and
uncertainties. Shaw cautions that a number of important factors could,
individually or in the aggregate, cause actual results to differ materially from
those referred to or reflected in the forward-looking statements, including, but
not limited to, the following: market conditions in the carpet industry; raw
material prices; timing and level of capital expenditures; adverse results of
litigation; Shaw's ability to integrate acquisitions successfully; Shaw's
ability to introduce new products successfully; and other risks and
uncertainties identified from time to time in Shaw's reports filed with the
Securities and Exchange Commission and in public announcements.
iv
<PAGE> 6
To the Holders of Common Stock of Shaw Industries, Inc.:
INTRODUCTION
Shaw Industries, Inc., a Georgia corporation, invites its shareholders to
tender shares of its common stock, with no par value, for purchase by Shaw. Shaw
is offering to purchase up to 12,000,000 shares at a price not in excess of
$13.50 nor less than $11.50 per share, net to seller in cash, without interest,
as specified by shareholders tendering their shares.
Shaw will determine a single per share price that it will pay for shares
properly tendered, taking into account the number of shares tendered and the
prices specified by tendering shareholders. Shaw will select the lowest purchase
price that will allow it to buy 12,000,000 shares or, if a lesser number of
shares are properly tendered, all shares properly tendered. In determining which
shares it will acquire by means of the modified "Dutch Auction," Shaw will add
the shares tendered by the shareholders who have indicated their willingness to
accept the price determined in the offer to those shares tendered at $11.50.
Accordingly, shares tendered at the price determined in the offer will be
treated the same as shares tendered at $11.50. All shares properly tendered at
prices at or below the selected purchase price and not properly withdrawn will
be purchased, subject to the conditions of the offer, including the proration,
odd lot tender provisions and conditional tender provisions. All shares acquired
in the offer will be acquired at the same purchase price.
Shaw reserves the right, in its sole discretion, to purchase more than
12,000,000 shares pursuant to the offer. See Section 15.
THIS OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE
SECTION 7.
THE BOARD OF DIRECTORS OF SHAW HAS AUTHORIZED THIS OFFER. HOWEVER, NEITHER
SHAW NOR SHAW'S BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO YOU AS TO WHETHER
TO TENDER OR REFRAIN FROM TENDERING YOUR SHARES OR AS TO THE PURCHASE PRICE AT
WHICH YOU MAY CHOOSE TO TENDER YOUR SHARES. YOU MUST MAKE YOUR OWN DECISION
WHETHER TO TENDER YOUR SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND THE
PRICE OR PRICES AT WHICH YOU WILL TENDER THEM. IN DOING SO, YOU SHOULD CONSIDER
OUR REASONS FOR MAKING THIS OFFER, INCLUDING ALLOWING SHAREHOLDERS THE
OPPORTUNITY TO EXIT ALL OR A PART OF THEIR INVESTMENT IN SHAW ON POTENTIALLY
MORE FAVORABLE TERMS THAN WOULD OTHERWISE BE AVAILABLE AND THAT GIVEN THE
CURRENT MARKET PRICE OF THE SHARES AND OUR FINANCIAL CONDITION AND OUTLOOK, THE
PURCHASE OF SHARES AT THIS TIME IS A PRUDENT USE OF OUR FINANCIAL RESOURCES. SEE
SECTION 2. OUR DIRECTORS AND EXECUTIVE OFFICERS HAVE ADVISED US THAT THEY DO NOT
INTEND TO TENDER ANY SHARES IN TO THE OFFER.
If at the expiration of the offer more than 12,000,000 shares (or such
greater number of shares as Shaw may elect to purchase) are properly tendered
and not withdrawn at or below the purchase price, Shaw will buy shares first
from all "odd lot holders" (as described in Section 1) who properly tender all
of their shares at or below the purchase price and second, subject to the
conditional tender provisions described in Section 6, on a pro rata basis from
all other shareholders who properly tender shares at prices at or below the
purchase price. See Section 1. All shares not purchased pursuant to the offer,
including shares tendered at prices greater than the purchase price and not
withdrawn and shares not purchased because of proration or conditional tenders,
will be returned at Shaw's expense promptly after the expiration of the offer.
If you tender your shares in the offer, your tender will include a tender
of the preferred stock purchase rights associated with your tendered shares. No
separate consideration will be paid for the rights. See Section 8.
The purchase price will be paid net to the tendering shareholder in cash,
without interest, for all shares purchased. Tendering shareholders who hold
shares registered in their own name and who tender their shares directly to the
Depositary will not be obligated to pay brokerage commissions, solicitation fees
or, subject to Instruction 9 of the Letter of Transmittal, stock transfer taxes
on the purchase of shares by Shaw in the offer. Shareholders holding shares
through brokers or banks are urged to consult the brokers or banks to determine
whether transaction costs may apply if shareholders tender shares through the
brokers or banks and not
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directly to the Depositary. HOWEVER, ANY TENDERING SHAREHOLDER OR OTHER PAYEE
WHO FAILS TO COMPLETE, SIGN AND RETURN TO THE DEPOSITARY THE SUBSTITUTE FORM W-9
THAT IS INCLUDED AS A PART OF THE LETTER OF TRANSMITTAL MAY BE SUBJECT TO
REQUIRED UNITED STATES FEDERAL INCOME TAX BACKUP WITHHOLDING OF 31% OF THE GROSS
PROCEEDS PAYABLE TO THE TENDERING SHAREHOLDER OR OTHER PAYEE PURSUANT TO THE
OFFER. SEE SECTION 3.
Shaw has agreed to reimburse Merrill Lynch, Pierce, Fenner & Smith
Incorporated, the Dealer Manager, EquiServe Trust Company, N.A., the Depositary,
and Corporate Investor Communications, Inc., the Information Agent, for certain
out-of-pocket expenses incurred in connection with the offer. See Section 16.
Participants in the Dividend Reinvestment Plan and Retirement Savings Plan
may instruct the administrator or Trustee of that plan to tender all or part of
the shares credited to that participant's account in the plan by following the
instructions in the enclosed Letter of Transmittal. See Section 3.
As of February 29, 2000, Shaw had 132,672,099 shares issued and
outstanding. The 12,000,000 shares that Shaw is offering to purchase pursuant to
the offer represent approximately 9.0% of the shares outstanding as of February
29, 2000. The shares are listed and traded on the New York Stock Exchange and
the Pacific Stock Exchange under the symbol "SHX." On March 10, 2000, the last
trading day on the New York Stock Exchange prior to the announcement of the
terms of the offer, the closing per share sales price as reported by The Wall
Street Journal was $11 5/16. SHAREHOLDERS ARE URGED TO OBTAIN CURRENT MARKET
QUOTATIONS FOR THE SHARES. SEE SECTION 8.
THE OFFER
1. NUMBER OF SHARES; PRORATION.
Upon the terms and subject to the conditions of the offer, Shaw will
purchase up to 12,000,000 shares, including the associated rights to purchase
preferred stock, or the lesser number of shares properly tendered and not
properly withdrawn in accordance with Section 4 before the expiration of the
offer, at a price not in excess of $13.50 nor less than $11.50 per share, net to
the seller in cash, without interest.
The offer will expire at 12:00 midnight, New York City time, on April 7,
2000. However, Shaw may, in its sole discretion, extend the period of time
during which the offer will remain open. For a description of Shaw's right to
extend, delay, terminate or amend the offer, see Section 15.
Shaw reserves the right to purchase more than 12,000,000 shares pursuant to
the offer. In accordance with applicable regulations of the Securities and
Exchange Commission (the "Commission"), Shaw may purchase pursuant to the offer
an additional amount of shares not to exceed 2% of the outstanding shares
without amending or extending the offer. See Section 15. If the offer is
oversubscribed, shares tendered at or below the purchase price prior to the
expiration of the offer will be subject to proration, except for "odd lots" (as
described below).
In accordance with Instruction 7 of the Letter of Transmittal, shareholders
desiring to tender shares must either:
- specify the price, not in excess of $13.50 nor less than $11.50 per
share, at which they are willing to sell their shares to Shaw in the
offer, or
- specify that they are willing to sell their shares to Shaw at the price
determined in the offer.
As soon as practicable following the expiration of the offer, Shaw will,
upon the terms and subject to the conditions of the offer, determine a single
per share price that it will pay for shares properly tendered and not properly
withdrawn pursuant to the offer, taking into account the number of shares
tendered and the prices specified by tendering shareholders. Shaw will select
the lowest purchase price, not in excess of $13.50 nor less than $11.50 net per
share in cash, that will allow it to purchase 12,000,000 shares or the lesser
number of shares properly tendered and not properly withdrawn. In determining
which shares it will acquire by means of the modified "Dutch Auction," Shaw will
add the shares tendered by those shareholders who have indicated their
willingness to accept the price determined in the offer to those shares tendered
at $11.50. Accordingly, shares tendered at the price determined in the offer
will be treated the same as shares tendered at $11.50. No
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separate consideration will be paid for the preferred stock purchase rights.
Only shares properly tendered at prices at or below the purchase price
determined by Shaw and not properly withdrawn will be purchased. However,
because of the "odd lot" priority, proration and conditional tender provisions,
all of the shares tendered at or below the purchase price will not be purchased
if the offer is oversubscribed. All shares not purchased pursuant to the offer,
including shares tendered at prices greater than the purchase price and not
properly withdrawn and shares not purchased because of proration or conditional
tenders, will be returned at Shaw's expense promptly after the expiration of the
offer.
In the event of an over-subscription of the offer, shares tendered at or
below the purchase price before the expiration of the offer will be subject to
proration, except for odd lots (as described below). The proration period also
expires on the expiration of the offer.
If Shaw:
- increases the price that may be paid for shares above $13.50 per share or
decreases the price that may be paid for shares below $11.50 per share,
- materially increases the Dealer Manager fee,
- increases the number of shares that it may purchase in the offer by more
than 2% of the outstanding shares, or
- decreases the number of shares that it may purchase in the offer,
then the offer must remain open for at least ten business days following the
date that notice of the increase or decrease is first published, sent or given
in the manner specified in Section 15.
The offer is not conditioned on any minimum number of shares being
tendered. The offer is, however, subject to other conditions. See Section 7.
This Offer to Purchase and the related Letter of Transmittal will be mailed
to record holders of shares and will be furnished to custodians whose names, or
the names of whose nominees, appear on Shaw's shareholder list or, if
applicable, who are listed as participants in a clearing agency's security
position listing for subsequent transmittal to beneficial owners of shares.
Priority of Purchases. If more than 12,000,000 shares have been properly
tendered at prices at or below the purchase price selected by Shaw and not
withdrawn prior to the expiration of the offer, Shaw will purchase properly
tendered shares in the following order of priority:
- First, Shaw will purchase all shares properly tendered and not properly
withdrawn prior to the expiration of the offer by any odd lot holder who:
(1) tenders all shares beneficially owned by the odd lot holder at
a price at or below the selected purchase price (tenders of less than
all shares owned by the odd lot holder will not qualify for this
preference); and
(2) completes the box captioned "Odd Lots" on the Letter of
Transmittal and, if applicable, on the Notice of Guaranteed Delivery.
- Second, after the purchase of all of the shares properly tendered by odd
lot holders, subject to the conditional tender provisions described in
Section 6, Shaw will purchase all other shares properly tendered at prices
at or below the selected purchase price on a pro rata basis.
Consequently, all of the shares that a shareholder tenders in the offer may
not be purchased even if they are tendered at prices at or below the purchase
price.
Odd Lots. For purposes of the offer, the term "odd lots" means all shares
properly tendered at prices at or below the selected purchase price by any
shareholder, or by any shareholder specifying that they are willing to sell
their shares to Shaw at the price determined in the offer, who owned,
beneficially or of record, an aggregate of fewer than 100 shares, including any
shares held in Shaw's Dividend Reinvestment Plan but excluding shares held in
Shaw's Retirement Savings Plan, and so certified in the appropriate place on the
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<PAGE> 9
Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery.
To qualify for this preference, an odd lot holder must properly tender all
shares beneficially owned by the odd lot holder in accordance with the
procedures described in Section 3. Odd lots will be accepted for payment before
any proration of the purchase of other tendered shares. This preference is not
available to partial tenders or to beneficial or record holders of an aggregate
of 100 or more shares, even if these holders have separate accounts or
certificates representing fewer than 100 shares or with respect to shares held
in Shaw's Retirement Savings Plan. By accepting the offer, an odd lot holder
will not only avoid the payment of brokerage commissions but also will avoid any
applicable odd lot discounts in a sale of the holder's shares. However, a
tendering shareholder who holds shares with such shareholder's custodian may be
required by such custodian to pay a service charge or other fee. Any odd lot
holder wishing to tender all of the shareholder's shares pursuant to the odd lot
provisions should complete the box captioned "Odd Lots" on the Letter of
Transmittal and, if applicable, on the Notice of Guaranteed Delivery.
Shaw also reserves the right, but will not be obligated, to purchase all
shares properly tendered by any shareholder who tendered all shares owned,
beneficially or of record, at or below the selected purchase price and who, as a
result of proration, would then own, beneficially or of record, an aggregate of
fewer than 100 shares. If Shaw exercises this right, it will increase the number
of shares that it is offering to purchase by the number of shares purchased
through the exercise of this right.
Proration. If proration of tendered shares is required, Shaw will
determine the final proration factor as promptly as practicable following the
expiration of the offer. Proration for each shareholder tendering shares, other
than odd lot holders, will be based on the ratio of the number of shares
tendered by the shareholder to the total number of shares tendered by all
shareholders, other than odd lot holders, at or below the selected purchase
price, subject to the conditional tender provisions described in Section 6.
Because of the difficulty in determining the number of shares properly tendered
and not withdrawn, and because of the odd lot provisions described above and the
conditional tender provisions described in Section 6, Shaw does not expect that
it will be able to announce the final proration factor or commence payment for
any shares purchased pursuant to the offer until approximately seven business
days after the expiration of the offer. The preliminary results of any proration
will be announced by press release as promptly as practicable after the
expiration of the offer. Shareholders may obtain such preliminary information
from the Information Agent or the Dealer Manager and may be able to obtain this
information from their brokers.
As described in Section 14, the number of shares that Shaw will purchase
from a shareholder pursuant to the offer may affect the United States federal
income tax consequences to the shareholder of the purchase and therefore may be
relevant to a shareholder's decision whether to tender shares. The Letter of
Transmittal affords each tendering shareholder the opportunity to designate the
order of priority in which shares tendered are to be purchased in the event of
proration. The order of purchase may have an effect on the Federal income tax
treatment of the purchase price for the shares purchased.
2. PURPOSE OF THE OFFER; CERTAIN EFFECTS OF THE OFFER.
Shaw is making the offer because the Board of Directors believes that,
given the current market price of the shares and Shaw's financial condition and
outlook, the purchase of shares at this time is a prudent use of its financial
resources, taking into account the increased interest expense associated with
the borrowing required in connection with the offer. In the view of the Board of
Directors, the offer represents an increase in and an acceleration of what would
have been a continuing share repurchase program intended to enhance shareholder
value both in the near and long term. Prior to the announcement of the offer,
Shaw repurchased shares pursuant to its share repurchase program in the open
market and in privately-negotiated transactions. During 1999, Shaw repurchased
an aggregate of 9,331,300 shares at an average purchase price of approximately
$16.99 per share under its share repurchase program at a cost of approximately
$158,525,000.
The offer provides shareholders who are considering a sale of all or a
portion of their shares with the opportunity to determine the price or prices
(not in excess of $13.50 nor less than $11.50 per share) at which they may
tender their shares or choose to accept the price determined in the offer and,
upon the terms and subject to conditions of the offer, to sell those shares for
cash without the usual transaction costs associated
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<PAGE> 10
with market sales. In addition, shareholders owning fewer than 100 shares whose
shares are purchased pursuant to the offer not only will avoid the payment of
brokerage commissions but also will avoid any applicable odd lot discounts
payable on a sale of their shares in a transaction executed on a securities
exchange. To the extent that the purchase of shares in the offer results in a
reduction in the number of shareholders of record, Shaw's cost for shareholder
services may be reduced. Shareholders who determine not to accept the offer will
realize a proportionate increase in their relative equity interest in Shaw, and
thus in Shaw's future earnings and assets, subject to Shaw's right to issue
additional shares and other equity securities in the future.
In considering the offer, the Board of Directors also took into account the
expected financial impact of the offer, including Shaw's increased debt as a
result of the offer and the resulting increased interest expense. See the
information under the caption "Summary Unaudited Consolidated Pro Forma
Financial Data" in Section 10. Shaw believes that, following completion of the
offer, its cash, short-term investments and access to credit facilities,
together with its anticipated cash flow from operations, will be adequate for
its needs for the foreseeable future. However, Shaw's actual experience may
differ from the expectations set forth in the preceding sentence. Future events,
such as unexpected operating losses or capital or other expenditures, might have
the effect of reducing Shaw's available cash balances or might reduce or
eliminate the availability of external financial resources.
Following the completion of the offer, Shaw will have approximately
3,000,000 shares remaining authorized for repurchase under its share repurchase
program. Although Shaw has no current plans to acquire additional shares other
than through the offer, Shaw may in the future purchase additional shares in the
open market, in privately-negotiated transactions, through tender offers or
otherwise. Any such purchase may be on the same terms or on terms which are more
or less favorable to shareholders than the terms of the offer. However, Rule
13e-4(f)(6) under the Securities Exchange Act of 1934, as amended (the "Exchange
Act") prohibits Shaw and its affiliates from purchasing any shares, other than
pursuant to the offer, until at least ten business days after the expiration of
the offer. Any possible future purchases by Shaw will depend on many factors,
including the market price of the shares, the results of the offer, Shaw's
business and financial position and general economic and market conditions.
Shares that Shaw acquires pursuant to the offer will be retained as
treasury shares or will be cancelled and returned to the status of authorized
but unissued shares and will be available for Shaw to issue without further
shareholder action (except as required by applicable law or the rules of the New
York Stock Exchange or any other securities exchange on which the shares are
listed) for purposes including, but not limited to, the acquisition of other
businesses, the raising of additional capital for use in Shaw's business and the
satisfaction of obligations under existing or future employee benefit plans.
Except for the issuance of shares under current employee benefit plans, Shaw has
no current plans for the reissuance of the shares repurchased pursuant to the
offer or for the issuance of any other authorized but unissued shares of common
stock.
See Section 12 for information regarding certain effects of the offer on
the market for the shares and on their registration under the Exchange Act.
Except as disclosed in this Offer to Purchase, Shaw currently has no plans,
proposals or negotiations underway that relate to or would result in:
- any extraordinary transaction, such as a merger, reorganization or
liquidation, involving Shaw or any of its subsidiaries, which is material
to Shaw and its subsidiaries, taken as a whole;
- any purchase, sale or transfer of a material amount of assets of Shaw or
any of its subsidiaries, taken as a whole;
- any material change in the dividend rate or policy, or indebtedness or
capitalization of Shaw;
- any change in the present board of directors or management of Shaw,
including, but not limited to, any plans or proposals to change the
number or the term of directors or to fill any existing vacancies on the
board or to change any material term of the employment contract of any
executive officer;
- any other material change in Shaw's corporate structure or business;
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- any class of equity securities of Shaw being delisted from a national
securities exchange;
- any class of equity securities of Shaw becoming eligible for termination
of registration under Section 12(g)(4) of the Exchange Act;
- the suspension of Shaw's obligation to file reports under Section 15(d)
of the Exchange Act;
- the acquisition by any person of additional securities of Shaw, or the
disposition of securities of Shaw; or
- any changes in Shaw's charter, bylaws or other governing instruments or
other actions that could impede the acquisition of control of Shaw.
3. PROCEDURES FOR TENDERING SHARES.
Proper Tender of Shares. For shares to be tendered properly pursuant to
the offer:
- the certificates for the shares (or confirmation of receipt of the shares
pursuant to the procedures for book-entry transfer set forth below),
together with a properly completed and duly executed Letter of
Transmittal including any required signature guarantees and any other
documents required by the Letter of Transmittal, must be received prior
to the expiration of the offer by the Depositary at its address set forth
on the back cover of this Offer to Purchase, or
- the tendering shareholder must comply with the guaranteed delivery
procedure set forth below.
IN ACCORDANCE WITH INSTRUCTION 7 OF THE LETTER OF TRANSMITTAL, SHAREHOLDERS
DESIRING TO TENDER SHARES PURSUANT TO THE OFFER MUST EITHER:
- CHECK ONE OF THE BOXES IN THE SECTION OF THE LETTER OF TRANSMITTAL
CAPTIONED "PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING
TENDERED" INDICATING THE PRICE AT WHICH THEIR SHARES ARE BEING TENDERED
OR
- CHECK THE BOX IN THE SECTION OF THE LETTER OF TRANSMITTAL CAPTIONED
"SHARES TENDERED AT PRICE DETERMINED UNDER THE TENDER OFFER."
Shareholders who desire to tender shares at more than one price must
complete a separate Letter of Transmittal for each price at which shares are
tendered. The same shares cannot be tendered (unless previously properly
withdrawn in accordance with the terms of the offer) at more than one price. IN
ORDER TO PROPERLY TENDER SHARES, ONE AND ONLY ONE PRICE BOX MUST BE CHECKED IN
THE APPROPRIATE SECTION ON EACH LETTER OF TRANSMITTAL.
In addition, odd lot holders who tender all of their shares must complete
the box captioned "Odd Lots" on the Letter of Transmittal and, if applicable, on
the Notice of Guaranteed Delivery, to qualify for the preferential treatment
available to odd lot holders described in Section 1.
Book-Entry Delivery. The Depositary will establish an account with respect
to the shares for purposes of the offer at The Depository Trust Company ("DTC"),
which is a book entry transfer facility, within two business days after the date
of this Offer to Purchase. Any financial institution that is a participant in
DTC's system may make book-entry delivery of the shares by causing the facility
to transfer shares into the Depositary's account in accordance with DTC's
procedures for transfer. Although delivery of shares may be effected through a
book-entry transfer into the Depositary's account at DTC, either:
- a properly completed and duly executed Letter of Transmittal with any
required signature guarantees and any other required documents must be
transmitted to and received by the Depositary at one of its addresses set
forth on the back cover of this Offer to Purchase prior to the expiration
of the offer, or
- the guaranteed delivery procedure described below must be followed.
DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE
DEPOSITARY.
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Signature Guarantees and Method of Delivery. No signature guarantee is
required on the Letter of Transmittal if:
- the Letter of Transmittal is signed by the registered holder of the
shares (which term, for purposes of this Section 3, will include any
participant in DTC whose name appears on a security position listing as
the owner of the shares) tendered and the holder has not completed either
the box entitled "Special Payment Instructions" or the box entitled
"Special Delivery Instructions" on the Letter of Transmittal; or
- shares are tendered for the account of a bank, broker, dealer, credit
union, savings association or other entity which is a member in good
standing of the Securities Transfer Agents Medallion Program or a bank,
broker, dealer, credit union, savings association or other entity which
is an "eligible guarantor institution," as the term is defined in Rule
17Ad-15 under the Exchange Act (each of the foregoing constituting an
"Eligible Institution").
If a certificate for shares is registered in the name of a person other
than the person executing a Letter of Transmittal, or if payment is to be made,
or shares not purchased or tendered are to be issued, to a person other than the
registered holder, then the certificate must be endorsed or accompanied by an
appropriate stock power, in either case, signed exactly as the name of the
registered holder appears on the certificate, with the signature on the
certificate or stock power guaranteed by an Eligible Institution.
In all cases, payment for shares tendered and accepted for payment pursuant
to the offer will be made only after timely receipt by the Depositary of
certificates for the shares (or a timely confirmation of a book-entry transfer
of the shares into the Depositary's account at DTC as described above), a
properly completed and duly executed Letter of Transmittal and any other
documents required by the Letter of Transmittal.
THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING CERTIFICATES FOR SHARES,
THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE ELECTION
AND RISK OF THE TENDERING SHAREHOLDER. IF DELIVERY IS BY MAIL, THEN REGISTERED
MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED.
Return of Shares not Purchased. If any shares tendered and not withdrawn
are not purchased, or if less than all shares evidenced by a shareholder's
certificates are tendered, certificates for shares not purchased will be
returned as promptly as practicable after the expiration or termination of the
offer or, in the case of shares tendered by book-entry transfer at DTC, the
shares will be credited to the appropriate account maintained by the tendering
shareholder at DTC, in each case without expense to the shareholder.
Backup Federal Income Tax Withholding. Under United States federal income
tax backup withholding rules, unless an exemption applies under the applicable
law and regulations, 31% of the gross proceeds payable to a shareholder or other
payee pursuant to the offer must be withheld and remitted to the United States
Treasury, unless the shareholder or other payee provides such shareholder's
taxpayer identification number (employer identification number or social
security number) to the Depositary and certifies that such number is correct.
Therefore, each tendering shareholder should complete and sign the Substitute
Form W-9 included as part of the Letter of Transmittal so as to provide the
information and certification necessary to avoid backup withholding, unless such
shareholder otherwise establishes to the satisfaction of the Depositary that
such shareholder is not subject to backup withholding. Certain shareholders
(including, among others, all corporations and certain Non-United States Holders
(as defined below)) are not subject to these backup withholding and reporting
requirements. In order for a Non-United States Holder to qualify as an exempt
recipient, that shareholder must submit an IRS Form W-8 or a Substitute Form
W-8, signed under penalties of perjury, attesting to that shareholder's exempt
status. This form can be obtained from the Depositary. See Instruction 16 of the
Letter of Transmittal.
TO PREVENT BACKUP FEDERAL INCOME TAX WITHHOLDING EQUAL TO 31% OF THE GROSS
PAYMENTS MADE TO SHAREHOLDERS FOR SHARES PURCHASED PURSUANT TO THE OFFER, EACH
SHAREHOLDER WHO DOES NOT OTHERWISE ESTABLISH AN EXEMPTION FROM SUCH WITHHOLDING
MUST PROVIDE THE DEPOSITARY WITH THE SHAREHOLDER'S CORRECT TAXPAYER
IDENTIFICATION NUMBER AND PROVIDE CERTAIN OTHER INFORMATION BY COMPLETING THE
SUBSTITUTE FORM W-9 INCLUDED IN THE LETTER OF TRANSMITTAL.
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For a discussion of certain Federal income tax consequences to tendering
shareholders, see Section 14.
Withholding for Non-United States Holders. Even if a Non-United States
Holder has provided the required certification to avoid backup withholding, the
Depositary will withhold Federal income taxes equal to 30% of the gross payments
payable to a Non-United States Holder or his or her agent unless the Depositary
determines that a reduced rate of withholding is available pursuant to a tax
treaty or that an exemption from withholding is applicable because such gross
proceeds are effectively connected with the conduct of a trade or business
within the United States. For this purpose, a "Non-United States Holder" is any
shareholder that is not:
- a citizen or resident of the United States,
- a corporation, partnership, or other entity treated as a corporation or a
partnership for United States federal income tax purposes, created or
organized in or under the laws of the United States or any State thereof
(including the District of Columbia),
- an estate the income of which is subject to United States federal income
taxation regardless of the source of such income, or
- any trust if a court within the United States is able to exercise primary
supervision over the administration of the trust and one or more United
States persons have the authority to control all substantial decisions
relating to the trust.
In order to obtain a reduced rate of withholding pursuant to a tax treaty,
a Non-United States Holder must deliver to the Depositary before the payment a
properly completed and executed IRS Form 1001. In order to obtain an exemption
from withholding on the grounds that the gross proceeds paid pursuant to the
offer are effectively connected with the conduct of a trade or business within
the United States, a Non-United States Holder must deliver to the Depositary a
properly completed and executed IRS Form 4224. The Depositary will determine a
shareholder's status as a Non-United States Holder and eligibility for a reduced
rate of, or exemption from, withholding by reference to any outstanding
certificates or statements concerning eligibility for a reduced rate of, or
exemption from, withholding (e.g., IRS Form 1001 or IRS Form 4224) unless facts
and circumstances indicate that such reliance is not warranted. A Non-United
States Holder may be eligible to obtain a refund of all or a portion of any tax
withheld if such shareholder meets the "complete redemption," "substantially
disproportionate" or "not essentially equivalent to a dividend" test described
in Section 14 or is otherwise able to establish that no tax or a reduced amount
of tax is due. Backup withholding generally will not apply to amounts subject to
the 30% or a treaty-reduced rate of withholding. Non-United States Holders are
urged to consult their own tax advisors regarding the application of United
States federal income tax withholding, including eligibility for a withholding
tax reduction or exemption, and the refund procedure. See Instruction 17 of the
Letter of Transmittal.
Guaranteed Delivery. If a shareholder desires to tender shares pursuant to
the offer and such shareholder cannot deliver certificates for such shares to
the Depositary prior to the expiration of the offer (or the procedures for
book-entry transfer cannot be completed on a timely basis) or time will not
permit all required documents to reach the Depositary prior to the expiration of
the offer, the shares may nevertheless be tendered, provided that all of the
following conditions are satisfied:
- such tender is made by or through an Eligible Institution;
- the Depositary receives by hand, mail, overnight courier, telegram or
facsimile transmission, on or before the expiration of the offer, a
properly completed and duly executed Notice of Guaranteed Delivery
substantially in the form Shaw has provided with this Offer to Purchase,
including (where required) a signature guarantee by an Eligible
Institution; and
- the certificates for all tendered shares, in proper form for transfer (or
confirmation of a book-entry transfer of the shares into the Depositary's
account at DTC), together with a properly completed and duly executed
Letter of Transmittal and any required signature guarantees or other
documents required by the Letter of Transmittal, are received by the
Depositary within three New York Stock Exchange trading days after the
date of receipt by the Depositary of such Notice of Guaranteed Delivery.
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Determination of Validity; Rejection of Shares; Waiver of Defects; No
Obligation to Give Notice of Defects. All questions as to the number of shares
to be accepted, the purchase price to be paid for shares accepted and the
validity, form, eligibility (including time of receipt) and acceptance of any
tender of shares will be determined by Shaw, in its sole discretion, and its
determination will be final and binding on all parties. Shaw reserves the
absolute right to reject any or all tenders of any shares that it determines are
not in proper form or the acceptance for payment of or payment for which may be
unlawful. Shaw also reserves the right to waive any of the conditions of the
offer or any defect or irregularity in any tender of shares, and Shaw's
interpretation of the terms of the offer (including the instructions in the
Letter of Transmittal) will be final and binding on all parties. No tender of
shares will be deemed to have been properly made until all defects or
irregularities have been cured by the tendering shareholder or waived by Shaw.
None of Shaw, the Dealer Manager, the Depositary, the Information Agent or any
other person will be obligated to give notice of any defects or irregularities
in tenders, nor will any of them incur any liability for failure to give any
notice.
Dividend Reinvestment Plan. Shares credited to participants' accounts
under the Dividend Reinvestment Plan will be tendered by EquiServe Trust
Company, N.A., as administrator, according to instructions provided to the
administrator from participants in the Dividend Reinvestment Plan. Shares for
which the administrator has not received timely instructions from participants
will not be tendered. The Dividend Reinvestment Plan is available only to
shareholders of record. Accordingly, the participants in the Dividend
Reinvestment Plan will receive all documents furnished to shareholders generally
in connection with the offer. Since the Depositary for the offer also acts as
administrator of the Dividend Reinvestment Plan, participants in the Dividend
Reinvestment Plan may use the Letter of Transmittal to instruct the
administrator regarding the offer by completing the box entitled "Dividend
Reinvestment Plan Shares." Each participant may direct that all, some or none of
the shares credited to the participant's account under the Dividend Reinvestment
Plan be tendered and the price at which the participant's shares are to be
tendered. Participants in the Dividend Reinvestment Plan are urged to read the
Letter of Transmittal and related materials carefully.
Retirement Savings Plan Beneficiaries. If a shareholder desires to tender
pursuant to the offer shares held for the shareholder's account in the
Retirement Savings Plan, the shareholder must instruct the Trustee of the
Retirement Savings Plan to tender the shares by properly completing, duly
executing and returning to the Trustee the Instruction Form sent to the
shareholder by the Trustee. The Trustee will aggregate all tenders and execute
the requisite number of Letters of Transmittal on behalf of all beneficiaries.
DELIVERY OF A LETTER OF TRANSMITTAL BY A SHAREHOLDER OF SHARES HELD IN THE
RETIREMENT SAVINGS PLAN DOES NOT CONSTITUTE PROPER TENDER OF THOSE SHARES.
PROPER TENDER OF SHARES HELD IN THE RETIREMENT SAVINGS PLAN CAN ONLY BE MADE BY
THE TRUSTEE, WHO IS THE RECORD OWNER OF THESE SHARES.
If a shareholder desires to tender non-Retirement Savings Plan shares, as
well as Retirement Savings Plan shares, the shareholder must properly complete
and duly execute a Letter of Transmittal for the non-Retirement Savings Plan
shares and deliver it directly to the Depositary, and must also follow the
directions above for tendering Retirement Savings Plan shares. The Trustee
cannot include non-Retirement Savings Plan shares in its Letters of Transmittal.
Tendering Shareholder's Representation and Warranty; Shaw's Acceptance
Constitutes an Agreement. A tender of shares pursuant to any of the procedures
described above will constitute the tendering shareholder's acceptance of the
terms and conditions of the offer, as well as the tendering shareholder's
representation and warranty to Shaw that:
- the shareholder has a net long position within the meaning of Rule 14e-4
promulgated by the Commission under the Exchange Act in the shares at
least equal to the shares being tendered and
- the tender of shares complies with Rule 14e-4.
9
<PAGE> 15
It is a violation of Rule 14e-4 for a person, directly or indirectly, to
tender shares for that person's own account unless, at the time of tender and at
the end of the proration period or period during which shares are accepted by
lot (including any extensions thereof), the person so tendering:
- has a net long position equal to or greater than the amount of (x) shares
tendered or (y) other securities convertible into or exchangeable or
exercisable for the shares tendered and will acquire the shares for
tender by conversion, exchange or exercise and
- will deliver or cause to be delivered the shares in accordance with the
terms of the offer.
Rule 14e-4 provides a similar restriction applicable to the tender or
guarantee of a tender on behalf of another person. Shaw's acceptance for payment
of shares tendered pursuant to the offer will constitute a binding agreement
between the tendering shareholder and Shaw upon the terms and subject to the
conditions of the offer.
Lost or Destroyed Certificates. Shareholders whose certificates for part
or all of their shares have been lost, stolen, misplaced or destroyed must so
indicate in the box entitled "Description of Shares Tendered" in the Letter of
Transmittal. These shareholders must notify EquiServe Trust Company, N.A., as
transfer agent, at (800) 633-4236 and will be instructed as to the documents
which will be required to be submitted together with the Letter of Transmittal
to receive replacement stock certificate(s) representing the shares.
4. WITHDRAWAL RIGHTS.
Shares tendered pursuant to the offer may be withdrawn at any time prior to
the expiration of the offer and, unless already accepted for payment by Shaw
pursuant to the offer, may also be withdrawn at any time after 12:00 midnight,
New York City time, on Friday, May 5, 2000. Except as otherwise provided in this
Section 4, tenders of shares pursuant to the offer are irrevocable.
For a withdrawal to be effective, a notice of withdrawal must be in written
form and must be received in a timely manner by the Depositary at its address
set forth on the back cover of this Offer to Purchase. Any notice of withdrawal
must specify the name of the tendering shareholder, the name of the registered
holder, if different from that of the person who tendered the shares, the number
of shares tendered and the number of shares to be withdrawn. If the certificates
for shares to be withdrawn have been delivered or otherwise identified to the
Depositary, then, prior to the release of the certificates, the tendering
shareholder must also submit the serial numbers shown on the particular
certificates for shares to be withdrawn and the signature on the notice of
withdrawal must be guaranteed by an Eligible Institution (except in the case of
shares tendered by an Eligible Institution). If shares have been tendered
pursuant to the procedure for book-entry transfer described in Section 3, the
notice of withdrawal also must specify the name and the number of the account at
DTC to be credited with the withdrawn shares and otherwise comply with the
procedures of DTC. None of Shaw, the Dealer Manager, the Depositary, the
Information Agent or any other person shall be obligated to give notice of any
defects or irregularities in any notice of withdrawal nor shall any of them
incur liability for failure to give any such notice. All questions as to the
form and validity, including time of receipt, of notices of withdrawal will be
determined by Shaw, in its sole discretion, which determination shall be final
and binding.
Withdrawals may not be rescinded, and any shares properly withdrawn will be
deemed not properly tendered for purposes of the offer. However, withdrawn
shares may be re-tendered before the expiration of the offer by again following
one of the procedures described in Section 3.
If Shaw extends the offer, is delayed in its purchase of shares or is
unable to purchase shares pursuant to the offer for any reason, then, without
prejudice to Shaw's rights under the offer, the Depositary may, subject to
applicable law, retain tendered shares on behalf of Shaw, and the shares may not
be withdrawn except to the extent tendering shareholders are entitled to
withdrawal rights as described in this Section 4.
10
<PAGE> 16
5. PURCHASE OF SHARES AND PAYMENT OF PURCHASE PRICE.
As promptly as practicable following the expiration of the offer, Shaw
will:
- determine a single per share price that it will pay for the shares
properly tendered and not properly withdrawn before to the expiration of
the offer, taking into account the number of shares tendered and the
prices specified by tendering shareholders, and
- accept for payment and pay for (and thereby purchase) up to 12,000,000
shares properly tendered at prices at or below the selected purchase
price and not properly withdrawn before the expiration of the offer,
subject to the proration, odd lot priority and conditional tender
provisions of the offer.
For purposes of the offer, Shaw will be deemed to have accepted for payment
(and therefore purchased) shares that are tendered at or below the selected
purchase price and not properly withdrawn, subject to the proration, odd lot
priority and conditional tender provisions of the offer, only when, as and if it
gives oral or written notice to the Depositary of its acceptance of shares for
payment pursuant to the offer.
Shaw will accept for payment and pay a single purchase price per share for
all of the shares accepted for payment pursuant to the offer as soon as
practicable after the expiration of the offer.
Shaw will pay for shares purchased pursuant to the offer by depositing the
aggregate purchase price with the Depositary, which will act as agent for
tendering shareholders for the purpose of receiving payment from Shaw and
transmitting payment to the tendering shareholders.
In the event of proration, Shaw will determine the final proration factor
and pay for those shares tendered and accepted for payment as soon as
practicable after the expiration of the offer. However, Shaw does not expect to
be able to announce the final results of any proration and commence the payment
for shares purchased until approximately seven business days after the
expiration of the offer. Certificates for all shares tendered and not purchased,
including all shares tendered at prices in excess of the purchase price and
shares not purchased due to proration or conditional tenders, will be returned
or, in the case of shares tendered by book-entry transfer, will be credited to
the account maintained with DTC by the participant therein who so delivered the
shares, to the tendering shareholder at Shaw's expense as promptly as
practicable after the expiration or termination of the offer. Under no
circumstances will Shaw pay interest on the purchase price by reason of any
delay in making payment. In addition, if certain events occur, Shaw may not be
obligated to purchase shares pursuant to the offer. See Section 7.
Shaw will pay all stock transfer taxes, if any, payable on the transfer to
it of shares purchased pursuant to the offer. If, however, payment of the
purchase price is to be made to, or (in the circumstances permitted by the
offer) if unpurchased shares are to be registered in the name of, any person
other than the registered holder, or if tendered certificates are registered in
the name of any person other than the person signing the Letter of Transmittal,
the amount of all stock transfer taxes, if any (whether imposed on the
registered holder or such other person), payable on account of the transfer to
the person will be deducted from the purchase price unless satisfactory evidence
of the payment of the stock transfer taxes, or exemption from the payment of
stock transfer taxes, is submitted. See Instruction 9 of the Letter of
Transmittal.
ANY TENDERING SHAREHOLDER OR OTHER PAYEE WHO FAILS TO COMPLETE FULLY, SIGN
AND RETURN TO THE DEPOSITARY THE SUBSTITUTE FORM W-9 INCLUDED IN THE LETTER OF
TRANSMITTAL MAY BE SUBJECT TO BACKUP FEDERAL INCOME TAX WITHHOLDING OF 31% OF
THE GROSS PROCEEDS PAID TO THAT SHAREHOLDER OR OTHER PAYEE PURSUANT TO THE
OFFER. SEE SECTION 3. ALSO SEE SECTION 3 REGARDING FEDERAL INCOME TAX
CONSEQUENCES FOR NON-UNITED STATES HOLDERS.
6. CONDITIONAL TENDER OF SHARES.
Under certain circumstances and subject to the exceptions for odd lot
holders described in Section 1, Shaw may prorate the number of shares purchased
pursuant to the offer. As discussed in Section 14, the number of shares to be
purchased from a particular shareholder might affect the tax consequences to
such shareholder of such purchase and such shareholder's decision whether to
tender. Accordingly, a shareholder may tender shares subject to the condition
that a specified minimum number of the shareholder's tendered shares must be
purchased. Any shareholder wishing to make a conditional tender must so indicate
in the box
11
<PAGE> 17
captioned "Conditional Tender" on the Letter of Transmittal and, if applicable,
on the Notice of Guaranteed Delivery. The conditional tender alternative is made
available so that a shareholder may seek to structure the purchase of shares
from the shareholder pursuant to the offer in such a manner that it will be
treated as a sale of such shares by the shareholder, rather than the payment of
a dividend to the shareholder, for Federal income tax purposes. It is the
tendering shareholder's responsibility to calculate such minimum number of
shares and each shareholder is urged to consult such shareholder's own tax
advisor.
Any tendering shareholder wishing to make a conditional tender must
calculate and appropriately indicate the minimum number of shares that must be
purchased if any are purchased.
If the effect of accepting tenders on a pro rata basis is to reduce the
number of shares to be purchased from any shareholder below the minimum number
specified, the tender will automatically be regarded as withdrawn, except as
provided in the next paragraph. All shares tendered by a shareholder subject to
a conditional tender and regarded as withdrawn as a result of proration will be
returned as soon as practicable after the expiration of the offer.
If the conditional tenders regarded as withdrawn causes the total number of
shares to be purchased to fall below 12,000,000, then, to the extent feasible,
Shaw will select enough of the conditional tenders that would otherwise have
been regarded as withdrawn to permit it to purchase 12,000,000 shares. In
selecting among the conditional tenders, Shaw will select by random lot and will
limit its purchase in each case to the designated minimum number of shares to be
purchased. Conditional tenders will be selected by lot only from shareholders
who tender all of their shares.
IN THE EVENT OF PRORATION, ANY SHARES TENDERED PURSUANT TO A CONDITIONAL
TENDER FOR WHICH THE MINIMUM REQUIREMENTS ARE NOT SATISFIED MAY NOT BE ACCEPTED
(EXCEPT AS PROVIDED ABOVE) AND WILL BE REGARDED AS WITHDRAWN.
7. CONDITIONS OF THE OFFER.
Notwithstanding any other provision of the offer, Shaw will not be required
to accept for payment, purchase or pay for any shares tendered, and may
terminate or amend the offer or may postpone the acceptance for payment of, or
the purchase of and the payment for shares tendered, subject to the rules under
the Exchange Act, if at any time on or after March 13, 2000 and before the
expiration of the offer any of the following events shall have occurred (or
shall have been determined by Shaw to have occurred) that, in Shaw's reasonable
judgment, makes it inadvisable to proceed with the offer or with acceptance of
shares for payment:
- there shall have been threatened, instituted or pending any action or
proceeding by any government or governmental, regulatory or
administrative agency, authority or tribunal or any other person,
domestic or foreign, before any court, authority, agency or tribunal that
directly or indirectly:
(1) challenges the making of the offer, the acquisition of some or all of
the shares pursuant to the offer or otherwise relates in any manner to
the offer; or
(2) in Shaw's reasonable judgment, could materially and adversely affect
the business, condition (financial or otherwise), income, operations
or prospects of Shaw and its subsidiaries, taken as a whole, or
otherwise materially impair in any way the contemplated future conduct
of the business of Shaw or any of its subsidiaries or materially
impair the contemplated benefits of the Offer to Shaw;
- there shall have been any action threatened, pending or taken, or
approval withheld, or any statute, rule, regulation, judgment, order or
injunction threatened, proposed, sought, promulgated, enacted, entered,
amended, enforced or deemed to be applicable to the offer or Shaw or any
of its subsidiaries, by any court or any authority, agency or tribunal
that, in Shaw's reasonable judgment, would or might directly or
indirectly:
(1) make the acceptance for payment of, or payment for, some or all of the
shares illegal or otherwise restrict or prohibit consummation of the
offer;
12
<PAGE> 18
(2) delay or restrict the ability of Shaw, or render Shaw unable, to
accept for payment or pay for some or all of the shares;
(3) materially impair the contemplated benefits of the offer to Shaw; or
(4) materially and adversely affect the business, condition (financial or
otherwise), income, operations or prospects of Shaw and its
subsidiaries, taken as a whole, or otherwise materially impair in any
way the contemplated future conduct of the business of Shaw or any of
its subsidiaries;
- there shall have occurred:
(1) any general suspension of trading in, or limitation on prices for,
securities on any national securities exchange or in the
over-the-counter market;
(2) the declaration of a banking moratorium or any suspension of payments
in respect of banks in the United States;
(3) the commencement of a war, armed hostilities or other international or
national calamity directly or indirectly involving the United States;
(4) any limitation (whether or not mandatory) by any governmental,
regulatory or administrative agency or authority on, or any event
that, in Shaw's reasonable judgment, might affect, the extension of
credit by banks or other lending institutions in the United States;
(5) any significant decrease in the market price of the shares or any
change in the general political, market, economic or financial
conditions in the United States or abroad that could, in the sole
judgment of Shaw, have a material adverse effect on Shaw's business,
operations or prospects or the trading in the shares;
(6) in the case of any of the foregoing existing at the time of the
commencement of the offer, a material acceleration or worsening there
of; or
(7) any decline in either the Dow Jones Industrial Average or the Standard
& Poor's Index of 500 Industrial Companies by an amount in excess of
10% measured from the close of business on March 13, 2000;
- a tender or exchange offer with respect to some or all of the shares
(other than the offer), or a merger or acquisition proposal for Shaw,
shall have been proposed, announced or made by another person or shall
have been publicly disclosed;
- Shaw shall have learned after the date of the offer that:
(1) any person or "group" (within the meaning of Section 13(d)(3) of the
Exchange Act) shall have acquired or proposed to acquire beneficial
ownership of more than 5% of the outstanding shares, or any new group
shall have been formed that beneficially owns more than 5% of the
outstanding shares other than as disclosed as a Schedule 13D or
Schedule 13G; or
(2) any person or group that filed a Schedule 13D or Schedule 13G before
March 13, 2000 shall have acquired or proposed to acquire, beneficial
ownership of an additional 2% or more of the outstanding shares; or
- any change or changes shall have occurred in the business, condition
(financial or otherwise), assets, income, operations, prospects or stock
ownership of Shaw or its subsidiaries that, in Shaw's reasonable
judgment, is or may be material to Shaw or its subsidiaries.
The conditions described above are for the sole benefit of Shaw and may be
asserted by Shaw regardless of the circumstances giving rise to any condition
and may be waived by Shaw, in whole or in part, at any time and from time to
time in its reasonable discretion. Shaw's failure at any time to exercise any of
the foregoing rights will not be deemed a waiver of any right and each right
will be deemed an ongoing right which may be asserted at any time and from time
to time. Any determination by Shaw concerning the events described above will be
final and binding.
13
<PAGE> 19
8. PRICE RANGE OF SHARES; DIVIDENDS.
The shares are listed and traded on the New York Stock Exchange and on the
Pacific Stock Exchange under the symbol "SHX." The following table sets forth,
for the periods indicated, the high and low per share sales prices as reported
by The Wall Street Journal and the cash dividends paid per share in each such
fiscal quarter:
<TABLE>
<CAPTION>
HIGH LOW DIVIDENDS
------- ------- ---------
<S> <C> <C> <C> <C> <C>
1998:
1st Quarter................................................. $15 3/4 $10 15/16 $0.075
2nd Quarter................................................. 18 3/16 14 7/16 --
3rd Quarter................................................. 19 15/16 15 1/8 --
4th Quarter................................................. 24 1/4 12 1/16 --
1999:
1st Quarter................................................. $24 1/4 $18 7/16 $ --
2nd Quarter................................................. 20 3/8 16 7/8 --
3rd Quarter................................................. 21 11/16 15 7/8 0.05
4th Quarter................................................. 17 15/16 13 1/2 0.05
2000:
1st Quarter (through March 10, 2000)........................ $15 $11 3/16 $ 0.05
</TABLE>
On March 10, 2000, the last trading day before the announcement of the
offer, the closing per share sales price as reported by The Wall Street Journal
was $11 5/16. SHAREHOLDERS ARE URGED TO OBTAIN CURRENT MARKET QUOTATIONS FOR THE
SHARES.
Pursuant to the provisions of the Amended and Restated Rights Agreement
between Shaw and EquiServe Trust Company, N.A., dated April 10, 1999, as
amended, each share represents, in addition to the common stock, one right. Upon
becoming exercisable, but prior to the occurrence of certain events, each right
entitles the registered holder to purchase one one-hundredth of a share of
preferred stock at a price of $100.00 per share. If a person or group acquires
or makes a tender or exchange offer to acquire 15 percent or more of Shaw's
common stock without the consent of Shaw, the rights will become exercisable and
each right will entitle each shareholder, other than the acquiring shareholder,
to receive, upon payment of the purchase price, in lieu of preferred stock, a
number of shares of common stock having a market value equal to twice the
purchase price. The rights are not currently exercisable and trade together with
the associated common stock. The rights will not become exercisable or
separately tradeable as a result of the offer. Absent circumstances causing the
rights to become exercisable or separately tradeable prior to the expiration of
the offer, the tender of any shares pursuant to the offer will include the
tender of the associated rights. No separate consideration will be paid for such
rights, and sellers of shares pursuant to the offer will no longer own the
rights associated with such shares.
The foregoing description of the preferred stock purchase rights is
qualified in its entirety by reference to the Amended and Restated Rights
Agreement, which was filed as an exhibit to the Form 8-K filed by Shaw on April
6, 1999, and the amendment thereto which was filed as an exhibit to the Form
10-Q filed by Shaw on July 3, 1999. These exhibits may be obtained from the
Commission in the manner provided in Section 10.
9. SOURCE AND AMOUNT OF FUNDS.
Assuming Shaw purchases 12,000,000 shares pursuant to the offer at a
purchase price of $13.50 per share, Shaw expects the maximum aggregate cost to
be approximately $163.5 million, including estimated fees and expenses. Shaw
intends to finance the purchase of shares pursuant to the offer and the payment
of related fees and expenses with internally generated funds and borrowings
under its unsecured revolving credit facility with a banking syndicate.
14
<PAGE> 20
The credit facility provides for borrowings of up to $1.0 billion and
expires in March 2003. Loans under the credit facility bear interest at floating
rates based, at the option of Shaw, on:
- the higher of the federal funds rate plus 0.5% and the Bank of America
prime rate, or
- LIBOR plus applicable margins (including applicable facility fees)
ranging from 0.445% to 1.125% depending on Shaw's ratio of funded debt to
EBITDA, as defined in the credit facility.
Shaw intends to repay borrowings under the credit facilities with its
operating cash flow.
Shaw currently is a party to interest rate swap agreements with an
aggregate notional amount of $450 million pursuant to which Shaw agreed to pay
interest at an effective fixed rate of 5.60% with respect to the notional
amounts of such agreements. As a result, the interest rate on $450 million of
Shaw's credit facility borrowings has been fixed. The interest rate swap
agreements expire at various dates through March 2003.
The offer is not contingent on financing.
10. CERTAIN INFORMATION CONCERNING SHAW.
GENERAL
Shaw is the world's largest carpet manufacturer based on both revenue and
volume of production. Shaw designs and manufactures approximately 3,100 styles
of tufted and woven carpet for residential and commercial use under the
PHILADELPHIA, TRUSTMARK, CABIN CRAFTS, SHAW COMMERCIAL CARPETS, STRATTON,
NETWORX, SHAWMARK, EVANS BLACK, SALEM, SUTTON, PATCRAFT, CUMBERLAND,
DESIGNWEAVE, QUEEN CARPET, QUEEN COMMERCIAL, TUFTEX, REDBOOK, MINSTER and
INVICTA trade names and under certain private labels. Shaw's manufacturing
operations are fully integrated from the processing of yarns through the
finishing of carpet. Shaw's carpet is sold in a broad range of prices, patterns,
colors and textures with the majority of its sales in the medium to high retail
price range. Shaw sells its wholesale products to retailers, distributors and
commercial users throughout the United States, Canada, Mexico and Australia;
through its own residential and commercial contract distribution channels to
various residential and commercial end users in the United States; and to a
lesser degree, exports to additional overseas markets. Shaw also provides
installation services and sells laminate flooring, ceramic tile and hardwood
flooring.
Substantially all carpet manufactured by Shaw is tufted carpet made from
nylon, polypropylene, polyester and wool. In the tufting process, yarn is
inserted by multiple needles into a synthetic backing, forming loops which may
be cut or left uncut, depending on the desired texture or construction.
According to industry estimates, tufted carpet accounted for 90.4% of unit
volume shipments of carpet manufactured in the United States during 1999.
Substantially all carpet manufactured in the United States is made from
synthetic fibers, with nylon accounting for 59.4% of the total, polypropylene
33.4%, polyester 6.8% and wool 0.4%. During 1999, Shaw processed approximately
97% of its requirements for carpet yarn in its own yarn processing facilities.
Shaw believes that its significant investment in modern, state-of-the-art
equipment has been an important factor in achieving and maintaining its
leadership position in the marketplace. During the past five fiscal years, Shaw
has invested approximately $668 million (including acquisitions) in property
additions. Shaw continually seeks opportunities for increasing its sales volume
and market share. For example, Shaw continues to expand its product lines of
carpet manufactured from polypropylene fiber, including fibers produced by
Shaw's own extrusion equipment. Shaw also has a manufacturing facility for the
production of carpet tiles for the commercial market to facilitate Shaw's
growing demand for its tile products.
The overall level of sales for Shaw and the carpet industry is influenced
by a number of factors, including consumer confidence and spending for durable
goods, interest rates, turnover in housing, the condition of the residential
construction industry and the overall strength of the economy. Shaw's
international operations are also impacted by the markets in which they operate.
15
<PAGE> 21
The marketing of carpet is influenced significantly by current trends in
style and fashion, principally color trends. Shaw believes it has been a leader
in the development of color technology in the carpet industry and that its
dyeing facilities are among the most modern and versatile in the industry. Shaw
maintains an in-house product development department to identify developing
color and style trends which are expected to affect its customers' buying
decisions. This department is strengthened by Shaw's Research and Development
Center. This state-of-the-art complex includes a 75,000 square foot pilot plant
featuring sample extrusion, yarn processing, tufting, dyeing, coating and
shearing equipment, and three fiber and dye development laboratories.
RECENT DEVELOPMENTS
Earnings Release. On February 2, 2000, Shaw reported unaudited results for
the three and twelve month periods ended January 1, 2000.
Earnings per share before nonrecurring charges increased 36% in the fourth
quarter to $0.38 from $0.28 a year earlier. Net earnings before nonrecurring
charges grew 28% in the fourth quarter to $51.4 million from $40.1 million in
the previous year. In addition, fourth quarter sales reached a record level of
more than $1 billion. Sales for the fourth quarter reached $1.004 billion
compared to $952.4 million in the same period last year, an increase of 5.4%.
During the fourth quarter of 1999, Shaw recorded two nonrecurring charges.
The first related to the previously announced closing of one of Shaw's yarn
processing plants. The charge related to this plant closing was $1.1 million,
net of taxes, and amounted to $0.01 per share. In addition, Shaw finalized the
sale of its residential retail business and recorded an increase to its prior
year charge for exiting the residential retail business of $2.4 million, net of
taxes, or $0.02 per share.
For the year 1999, Shaw had record sales and earnings. Sales exceeded the
$4.0 billion level for the first time in Shaw's history reaching $4.108 billion,
an increase of 16% over the prior year. Earnings before nonrecurring charges
reached a record level of $231.5 million for 1999 which represents an increase
of approximately 83% over 1998. Earnings per share before nonrecurring charges
grew 70% to $1.65 from $0.97 in the prior year.
During the fourth quarter, Shaw acquired 5,114,400 shares of its stock
under its ongoing stock repurchase program. For the year, Shaw repurchased
9,331,300 shares of its stock at a total cost of $158.5 million.
Free cash flow also reached a record level in 1999 of approximately $250
million. Free cash flow was directed toward the $158.5 million of share
repurchases and $13.7 million for payment of two quarterly dividends (which Shaw
reinstated after the second quarter of 1999). The balance was used as a
reduction to debt and a small increase in operating funds.
The charts set forth below describe the effect of nonrecurring charges on
the results of the fourth quarter of 1999 compared to 1998 and for the twelve
months of 1999 compared to 1998:
4(th) Quarter 1999 compared to 4(th) Quarter 1998 (dollars in thousands,
except per share data):
<TABLE>
<CAPTION>
4(TH) QUARTER 1999 ENDED 4(TH) QUARTER 1998 ENDED
JANUARY 1, 2000 JANUARY 2, 1999
-------------------------- ---------------------------
EARNINGS(LOSS) PER SHARE EARNINGS(LOSS) PER SHARE
-------------- --------- --------------- ---------
<S> <C> <C> <C> <C>
Net earnings before nonrecurring
charges............................. $ 51,388 $0.38 $ 40,101 $0.28
Charge to record plant closing costs,
net of income taxes................. (1,102) (.01) -- --
Charge to record sale of residential
retail operations, net of income
taxes............................... (2,441) (.02) -- --
Loss on sale of equity securities, net
of income taxes..................... -- -- (13,370) (.09)
Net earnings................ $ 47,845 $0.35(1) $ 26,731 $0.19(1)
</TABLE>
- ---------------
(1) Earnings per share data for 1999 and 1998 are the same on both a basic and
diluted basis.
16
<PAGE> 22
Year 1999 compared to the Year 1998 (dollars in thousands, except share data):
<TABLE>
<CAPTION>
12 MONTHS 12 MONTHS
ENDED JANUARY 1, 2000 ENDED JANUARY 2, 1999
-------------------------- ---------------------------
EARNINGS(LOSS) PER SHARE EARNINGS(LOSS) PER SHARE
-------------- --------- --------------- ---------
<S> <C> <C> <C> <C>
Net earnings before nonrecurring
charges............................. $ 231,494 $1.65 $ 126,662 $0.97
Charge to record plant closing costs,
net of income taxes................. (1,102) (.01) -- --
Charge to record sale of residential
retail operations, store closing
costs, and write-down of certain
assets, net of income taxes (2,441) (.02) (92,660) (.71)
Loss on sale of equity securities, net
of income taxes..................... -- -- (13,370) (.10)
Net earnings................ $ 227,951 $1.62(1) $ 20,632 $0.16(1)
</TABLE>
- ---------------
(1) Earnings per share data for 1999 on a basic and diluted basis was $1.64 and
$1.62, respectively. Earnings per share data for 1998 is the same on both a
basic and diluted basis.
17
<PAGE> 23
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
-----------------------
JANUARY 1, JANUARY 2,
2000 1999
---------- ----------
<S> <C> <C>
Net sales................................................... $1,003,884 $952,434
Cost of sales............................................... 743,793 719,394
Gross margin................................................ 260,091 233,040
Selling, general and administrative expenses................ 157,640 148,638
Charge to record plant closing costs........................ 1,834 --
Charge to record sale of residential retail operations...... 4,061 --
Operating income............................................ 96,556 84,402
Interest expense, net....................................... 16,240 17,005
Loss on sale of equity securities........................... -- 22,247
Other expense, net.......................................... (1,579) 591
Income before income taxes.................................. 81,895 44,559
Provision for income taxes.................................. 34,016 19,093
Income before equity in income of joint ventures............ 47,879 25,466
Equity in income of joint ventures.......................... (34) 1,265
Net income.................................................. $ 47,845 $ 26,731
Earnings per common share:
On a basic and diluted basis.............................. $ 0.35 $ 0.19
Weighted average shares:
Basic..................................................... 134,903,544 140,106,561
Diluted................................................... 136,112,179 142,741,901
</TABLE>
18
<PAGE> 24
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
TWELVE MONTHS ENDED
-------------------------------
JANUARY 1, JANUARY 2,
2000 1999
-------------- --------------
<S> <C> <C>
Net sales................................................... $ 4,107,736 $ 3,542,202
Cost of sales............................................... 3,028,248 2,642,453
Gross margin................................................ 1,079,488 899,749
Selling, general and administrative expenses................ 627,075 620,878
Charge to record plant closing costs........................ 1,834 --
Charge to record sale of residential retail operations,
store closing costs and write-down of certain assets...... 4,061 132,303
Operating income............................................ 446,518 146,568
Interest expense, net....................................... 62,812 62,553
Loss on sale of equity securities........................... -- 22,247
Other expense, net.......................................... 1,319 4,676
Income before income taxes.................................. 382,387 57,092
Provision for income taxes.................................. 157,361 38,407
Income before equity in income of joint ventures............ 225,026 18,685
Equity in income of joint ventures.......................... 2,925 1,947
Net income.................................................. $ 227,951 $ 20,632
Earnings per common share:
Basic..................................................... $ 1.64 $ 0.16
Diluted................................................... 1.62 0.16
Weighted average shares:
Basic..................................................... 138,591,266 128,031,290
Diluted................................................... 140,680,923 129,915,178
</TABLE>
19
<PAGE> 25
CONDENSED CONSOLIDATED BALANCE SHEET DATA
(UNAUDITED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
JANUARY 1, JANUARY 2,
2000 1999
-------------- --------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents................................. $ 34,021 $ 12,555
Accounts receivable, net.................................. 234,267 276,002
Inventories............................................... 666,734 659,080
Other current assets...................................... 140,902 134,733
-------------- --------------
Total current assets.............................. 1,075,924 1,082,370
Property, plant and equipment, net.......................... 753,805 716,428
Other assets................................................ 461,990 462,649
-------------- --------------
$ 2,291,719 $ 2,261,447
============== ==============
LIABILITIES AND SHAREHOLDERS' INVESTMENT
Current liabilities:
Current maturities of long-term debt...................... $ 294 $ 8
Accounts payable and accrued liabilities.................. 489,673 454,802
-------------- --------------
Total current liabilities......................... 489,967 454,810
Long-term debt, less current maturities..................... 827,821 927,434
Deferred income taxes and other liabilities................. 105,346 81,835
-------------- --------------
Total liabilities................................. 1,423,134 1,464,079
Total shareholders' investment............................ 868,585 797,368
-------------- --------------
$ 2,291,719 $ 2,261,447
============== ==============
</TABLE>
20
<PAGE> 26
SUMMARY HISTORICAL CONDENSED CONSOLIDATED FINANCIAL INFORMATION
The following table contains summary historical condensed consolidated
financial information of Shaw and its subsidiaries. The historical financial
information (other than the ratios of earnings to fixed charges) for the nine
months ended October 2, 1999 and October 3, 1998 was derived from the unaudited
condensed consolidated financial statements of Shaw filed as part of Shaw's
Quarterly Reports on Form 10-Q for such periods, which are incorporated herein
by reference, but, in the opinion of Shaw's management, include all adjustments
(consisting only of normal recurring adjustments) necessary for a fair
presentation thereof. The historical financial information (other than the
ratios of earnings to fixed charges) for the twelve month periods ended January
2, 1999 and January 3, 1998 was derived from the audited consolidated financial
statements of Shaw filed as exhibits to, and incorporated by reference into, the
Shaw Annual Report on Form 10-K for the year ended January 2, 1999 which is
incorporated herein by reference, and other information and data contained in
such report. More comprehensive financial information is included or
incorporated by reference in Shaw's reports on Form 10-Q and Form 10-K referred
to above and the financial information which follows is qualified in its
entirety by reference to such reports, and all of the financial statements and
related notes contained or incorporated by reference therein, copies of which
may be obtained as set forth below under the caption "-- Additional Information,
Incorporation by Reference."
<TABLE>
<CAPTION>
NINE MONTHS ENDED TWELVE MONTHS ENDED
------------------------- -------------------------
OCTOBER 2, OCTOBER 3, JANUARY 2, JANUARY 3,
1999 1998 1999 1998
----------- ----------- ----------- -----------
(IN THOUSANDS, EXCEPT RATIOS AND PER SHARE DATA)
(UNAUDITED)
<S> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Net sales...................................... $3,103,852 $ 2,589,768 $3,542,202 $3,575,774
Income before income taxes..................... 300,492 12,533 57,092 30,283
Net income (loss).............................. 180,106 (6,099) 20,632 28,959
Earnings (loss) per common share:
Basic........................................ 1.29 (0.05) 0.16 0.22
Diluted...................................... 1.27 (0.05) 0.16 0.22
Cash dividends per share....................... 0.05 0.075 0.075 0.30
Weighted average shares outstanding:
Basic........................................ 139,821 124,006 128,031 133,523
Diluted...................................... 142,176 124,006 129,915 133,714
Ratio of earnings to fixed charges(1).......... 7.52 1.29 1.94 1.57
BALANCE SHEET DATA (AS OF END OF INDICATED
PERIOD):
Working capital................................ $ 555,948 $ 478,146 $ 627,560 $ 740,959
Property, plant and equipment, net............. 742,115 566,414 716,428 624,379
Total assets................................... 2,352,148 1,627,329 2,261,447 1,967,614
Total long-term debt........................... 768,939 709,015 927,434 930,424
Shareholders' investment....................... 904,017 457,271 797,368 637,534
Shareholders' investment per common share(2)... 6.56 3.80 5.66 4.86
</TABLE>
- ---------------
(1) The ratio of earnings to fixed charges has been calculated by dividing
income before income taxes, non-distributed equity in income of joint
ventures and fixed charges, by the fixed charges. The fixed charges consist
of interest expense.
(2) Shareholders' investment per common share has been calculated by dividing
shareholders' investment by the number of common shares outstanding at the
end of each of the periods presented.
21
<PAGE> 27
SUMMARY UNAUDITED CONSOLIDATED PRO FORMA FINANCIAL DATA
The following summary unaudited consolidated pro forma financial data gives
effect to the purchase of shares pursuant to the offer, based on certain
assumptions described in the footnotes to the summary unaudited consolidated pro
forma financial data, and gives effect to the purchase of shares pursuant to the
offer as if it had occurred at the beginning of each period presented, with
respect to income statement data, and on January 2, 1999 and October 2, 1999,
respectively, with respect to balance sheet data. The summary unaudited
consolidated pro forma financial data should be read in conjunction with the
summary consolidated historical financial information and do not purport to be
indicative of the results that would actually have been obtained, or results
that may be obtained in the future, or the financial condition that would have
resulted had the purchase of the shares pursuant to the offer been completed at
the dates indicated.
<TABLE>
<CAPTION>
NINE MONTHS ENDED TWELVE MONTHS ENDED
OCTOBER 2, 1999 JANUARY 2, 1999
------------------------- -------------------------
HISTORICAL PRO FORMA(1) HISTORICAL PRO FORMA(1)
---------- ------------ ---------- ------------
(IN THOUSANDS, EXCEPT RATIOS AND PER SHARE DATA)
(UNAUDITED)
<S> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Net sales..................................... $3,103,852 $3,103,852 $3,542,202 $3,542,202
Income before income taxes.................... 300,492 293,134 57,092 46,383
Net income.................................... 180,106 175,617 20,632 14,100
Earnings per common share:
Basic....................................... 1.29 1.37 0.16 0.12
Diluted..................................... 1.27 1.35 0.16 0.12
Weighted average shares outstanding:
Basic....................................... 139,821 127,821 128,031 116,031
Diluted..................................... 142,176 130,176 129,915 117,915
Ratio of earnings to fixed charges(2)......... 7.52 6.49 1.94 1.66
BALANCE SHEET DATA (AS OF END OF INDICATED
PERIOD):
Working capital............................... $ 555,948 $ 555,948 $ 627,560 $ 627,560
Total assets.................................. 2,352,148 2,352,148 2,261,447 2,261,447
Total long-term debt.......................... 768,939 932,439 927,434 1,090,934
Shareholders' investment...................... 904,017 740,517 797,368 633,868
Book value per common share(3)................ 6.56 5.89 5.66 4.92
</TABLE>
- ---------------
(1) The following assumptions were made in developing the summary unaudited
consolidated pro forma financial data presented above:
(a) a total of 12,000,000 shares are purchased at the maximum offer price
of $13.50 per share;
(b) expenses related to the offer total $1,500;
(c) the aggregate purchase price and offer expenses are financed through
additional borrowings under Shaw's credit facility at average interest
rates of 6.00% and 6.55% per annum for the nine months ended October 2,
1999 and the twelve months ended January 2, 1999, respectively; and
(d) a marginal tax rate of 39.0%.
(2) The ratio of earnings to fixed charges has been calculated by dividing
income before income taxes, non-distributed equity in income of joint
ventures and fixed charges, by the fixed charges. The fixed charges consist
of interest expense.
(3) Book value per share has been calculated by dividing shareholders'
investment by the number of common shares and pro forma common shares
outstanding at the end of each of the periods presented.
ADDITIONAL INFORMATION, INCORPORATION BY REFERENCE.
Shaw is subject to the informational filing requirements of the Exchange
Act and, in accordance therewith, is obligated to file reports and other
information with the Commission relating to its business, financial condition
and other matters. Information, as of particular dates, concerning Shaw's
directors and officers, their remuneration, options granted to them, the
principal holders of the securities and any material
22
<PAGE> 28
interest of such persons in transactions with Shaw is required to be disclosed
in proxy statements distributed to Shaw's shareholders and filed with the
Commission. These reports, proxy statements and other information can be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549; at its
regional offices located at 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511; and 7 World Trade Center, 13th Floor, New York, New York
10048. Copies of such material may also be obtained by mail, upon payment of the
Commission's customary charges, from the Public Reference Section of the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549.
The Commission also maintains a Web site on the World Wide Web at
http://www.sec.gov that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the
Commission. The shares are listed for trading on the New York Stock Exchange and
Pacific Stock Exchange and reports, proxy statements and other information
concerning Shaw also can be inspected at the offices of the New York Stock
Exchange, 20 Broad Street, New York, New York 10005, and the Pacific Stock
Exchange, 301 Pine Street, San Francisco, California 94104.
The rules of the Commission allow Shaw to "incorporate by reference"
information into this document, which means that Shaw can disclose important
information to you by referring you to another document filed separately with
the Commission. This offer incorporates by reference the financial statements
and the notes related thereto contained in the documents listed below that have
been previously filed with the Commission. These documents contain important
information about Shaw. Shaw also incorporates by reference any future filings
it makes with the Commission under Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act prior to the expiration of the offer.
<TABLE>
<CAPTION>
SEC FILINGS (FILE NO. 001-06853) PERIOD
- -------------------------------- ------
<S> <C>
Annual Report on Form 10-K................... Year ended January 2, 1999
Quarterly Report on Form 10-Q................ Quarter ended April 3, 1999
Current Report on Form 8-K................... Dated April 6, 1999
Quarterly Report on Form 10-Q................ Quarter ended July 3, 1999
Quarterly Report on Form 10-Q................ Quarter ended October 2, 1999
</TABLE>
11. INTEREST OF DIRECTORS AND OFFICERS; TRANSACTIONS AND ARRANGEMENTS
CONCERNING SHARES.
As of February 29, 2000, Shaw had 132,672,099 shares issued and
outstanding. The 12,000,000 shares that Shaw is offering to purchase represent
approximately 9.0% of the shares then outstanding. As of February 15, 2000,
Shaw's directors and executive officers as a group (18 persons) beneficially
owned an aggregate of approximately 33,510,000 shares, representing
approximately 25.3% of the outstanding shares, assuming the exercise by these
persons of their options exercisable within 60 days of that date. Each of Shaw's
executive officers and directors has advised Shaw that he or she does not intend
to tender any shares pursuant to the offer. If Shaw purchases 12,000,000 shares
pursuant to the offer, then after the purchase of shares pursuant to the offer,
Shaw's executive officers and directors as a group would own beneficially
approximately 27.9% of the outstanding shares immediately after the offer,
assuming the exercise by these persons of their options exercisable within 60
days of March 10, 2000.
Based on Shaw's records and on information provided to Shaw by its
directors, executive officers, affiliates and subsidiaries, neither Shaw, nor
any affiliates and subsidiary of Shaw nor, to the best of Shaw's knowledge, any
of Shaw's executive officers or directors, nor any affiliate or subsidiary of
any of the foregoing, had any transactions involving shares during the 60 days
prior to the date of this Offer for Purchase other than a transfer by J. C. Shaw
to First Presbyterian Church of Cartersville on February 3, 2000 of 11,400
shares, purchases of shares through reinvestment of dividends under the Dividend
Reinvestment Plan and purchases under the Retirement Savings Plan. Shaw expects
the Dividend Reinvestment Plan and the Retirement Savings Plan will, in
accordance with their terms, elections in effect and present patterns of
contribution, continue to purchase shares prior to the expiration of the offer.
Except for outstanding options to purchase shares granted from time to time
to employees (including executive officers) of Shaw pursuant to Shaw's stock
option plans and except as otherwise described herein, neither Shaw nor, to the
best of Shaw's knowledge, any of its affiliates, directors (including a nominee)
or
23
<PAGE> 29
executive officers, is a party to any contract, arrangement, understanding or
relationship with any other person relating, directly or indirectly, to the
offer with respect to any securities of Shaw including, but not limited to, any
contract, arrangement, understanding or relationship concerning the transfer or
the voting of any such securities, joint ventures, loan or option arrangements,
puts or calls, guaranties of loans, guaranties against loss or the giving or
withholding of proxies, consents or authorizations.
12. EFFECTS OF THE OFFER ON THE MARKET FOR SHARES; REGISTRATION UNDER THE
EXCHANGE ACT.
Shaw's purchase of shares pursuant to the offer will reduce the number of
shares that might otherwise trade publicly and is likely to reduce the number of
shareholders. Nonetheless, Shaw anticipates that there will be a sufficient
number of shares outstanding and publicly traded following consummation of the
offer to ensure a continued trading market for the shares. Based upon published
guidelines of the New York Stock Exchange and the Pacific Stock Exchange, Shaw
does not believe that its purchase of shares pursuant to the offer will cause
Shaw's remaining shares to be delisted from the New York Stock Exchange or the
Pacific Stock Exchange.
The shares are currently "margin securities" under the rules of the Federal
Reserve Board. This has the effect, among other things, of allowing brokers to
extend credit to their customers using such shares as collateral. Shaw believes
that, following the purchase of shares pursuant to the offer, the shares will
continue to be "margin securities" for purposes of the Federal Reserve Board's
margin regulations.
The shares are registered under the Exchange Act, which requires, among
other things, that Shaw furnish certain information to its shareholders and the
Commission and comply with the Commission's proxy rules in connection with
meetings of the Shaw's shareholders. Shaw believes that its purchase of shares
pursuant to the offer will not result in the shares becoming eligible for
deregistration under the Exchange Act.
13. CERTAIN LEGAL MATTERS; REGULATORY APPROVALS.
Shaw is not aware of any license or regulatory permit that appears to be
material to the Shaw business that might be adversely affected by Shaw's
acquisition of shares as contemplated herein or of any approval or other action
by any government or governmental, administrative or regulatory authority or
agency, domestic or foreign, that would be required for the acquisition or
ownership of shares by Shaw as contemplated herein. Should any such approval or
other action be required, Shaw presently contemplates that such approval or
other action will be sought. Shaw is unable to predict whether it may determine
that it is required to delay the acceptance for payment of or payment for shares
tendered pursuant to the offer pending the outcome of any such matter. There can
be no assurance that any such approval or other action, if needed, would be
obtained or would be obtained without substantial conditions or that the failure
to obtain any such approval or other action might not result in adverse
consequences to Shaw's business. Shaw's obligations under the offer to accept
for payment and pay for shares are subject to certain conditions. See Section 7.
14. CERTAIN FEDERAL INCOME TAX CONSEQUENCES.
The following summary describes certain United States federal income tax
consequences relevant to the offer. The discussion contained in this summary is
based upon the Internal Revenue Code of 1986, as amended to the date hereof (the
"Code"), existing and proposed Treasury regulations promulgated thereunder,
administrative pronouncements and judicial decisions, changes to which could
materially affect the tax consequences described herein and could be made on a
retroactive basis.
This summary discusses only shares held as capital assets, within the
meaning of Section 1221 of the Code, and does not address all of the tax
consequences that may be relevant to particular shareholders in light of their
personal circumstances, or to certain types of shareholders (such as certain
financial institutions, dealers in securities or commodities, insurance
companies, tax-exempt organizations or persons who hold shares as a position in
a straddle). In addition, the discussion of the consequences of an exchange of
shares for cash pursuant to the offer applies only to a United States
shareholder (herein, a "Holder"). For purposes of this summary, a "Holder" is
(i) a citizen or resident of the United States, (ii) a corporation, partnership
or other entity treated as a corporation or partnership for United States
federal income tax purposes created or
24
<PAGE> 30
organized in or under the laws of the United States, or any State thereof
(including the District of Columbia), (iii) an estate the income of which is
subject to United States federal income taxation regardless of source, or (iv)
any trust if a court within the United States is able to exercise primary
supervision over the administration of the trust and one or more United States
person have the authority to control all substantial decisions relating to the
trust. Notwithstanding the foregoing, to the extent provided in the United
States Treasury Regulations, certain trusts in existence on August 20, 1996, and
treated as United States persons before that date, that elect to continue to be
treated as United States persons will be Holders. The summary may not be
applicable with respect to shares acquired as compensation (including shares
acquired upon the exercise of options or which were or are subject to forfeiture
restrictions). The summary also does not address the state, local, or foreign
tax consequences of participating in the offer. Each Holder should consult such
Holder's tax advisor as to the particular consequences to such Holder's
participation in the offer.
Consequences to Tendering Shareholders of Exchange of Shares for Cash
Pursuant to the Offer. An exchange of shares for cash in the offer by a Holder
will be a taxable transaction for United States federal income tax purposes. As
a consequence of the exchange, the Holder will, depending on such Holder's
particular circumstances, be treated either as recognizing gain or loss from the
disposition of the shares or as receiving a dividend distribution from Shaw.
Under Section 302 of the Code, a Holder will recognize gain or loss from
the disposition of shares exchanged for cash if the exchange (i) results in a
"complete termination" of all the Holder's equity interest in Shaw, (ii) results
in a "substantially disproportionate" redemption with respect to such Holder, or
(iii) is "not essentially equivalent to a dividend" with respect to the Holder.
In applying each of the Section 302 tests, a Holder in general is deemed to own
constructively the shares actually owned by certain related individuals and
entities. For example, an individual Holder is generally considered to own the
shares owned directly or indirectly by or for his or her spouse, his or her
children, grandchildren and parents. In addition, a Holder is considered to own
a proportionate number of the shares owned by trusts or estates in which the
Holder has a beneficial interest, by partnerships in which the Holder is a
partner, and by corporations in which the Holder owns, directly or indirectly,
50% or more in value of the stock. Similarly, shares directly or indirectly
owned by beneficiaries of estates or trusts, by partners of partnerships and,
under certain circumstances, by shareholders of corporations may be considered
owned by these entities. A Holder, generally, also will be deemed to own shares
which the Holder has the right to acquire by exercise of an option.
A Holder that exchanges all shares actually or constructively owned by such
Holder for cash pursuant to the offer will be regarded as having completely
terminated such Holder's equity interest in Shaw. A Holder that exchanges all
shares actually owned for cash pursuant to the offer, but is not treated as
having disposed of all shares constructively owned pursuant to the offer because
of the application of the family attribution rules described above, may
nevertheless be able to qualify his or her exchange as a "complete termination"
of his or her interest in Shaw if certain technical requirements are met. Among
other requirements, a Holder must include a statement with his or her 2000
Federal income tax return notifying the Internal Revenue Service (the "IRS")
that he or she has elected to waive the family attribution rules and agrees to
provide certain information in the future, and must not have any interest in
Shaw immediately after the disposition (including an interest as an officer,
director or employee), other than an interest as a creditor. A Holder wishing to
satisfy the "complete termination" test through waiver of the family attribution
rules should consult his or her tax advisor.
An exchange of shares for cash will be a "substantially disproportionate"
redemption with respect to a Holder if the percentage of the then outstanding
shares owned by such Holder immediately after the exchange is less than 80% of
the percentage of the shares owned by such Holder immediately before the
exchange. If an exchange of shares for cash fails to satisfy the "substantially
disproportionate" test, the Holder may nonetheless satisfy the "not essentially
equivalent to a dividend" test.
A Holder who wishes to satisfy (or avoid) the "not essentially equivalent
to a dividend" test is urged to consult such Holder's tax advisor because this
test will be met only if the reduction in such Holder's proportionate interest
in Shaw constitutes a "meaningful reduction" given such Holder's particular
facts and circumstances. The IRS has indicated in published rulings that any
reduction in the percentage interest of a
25
<PAGE> 31
shareholder whose relative stock interest in a publicly held corporation is
minimal (an interest of less than 1% should satisfy this requirement) and who
exercises no control over corporate affairs should constitute such a "meaningful
reduction."
If a Holder sells shares to persons other than Shaw at or about the time
such Holder also sells shares to Shaw pursuant to the offer, and the various
sales effected by the Holder are part of an overall plan to reduce or terminate
such Holder's proportionate interest in Shaw, then the sales to persons other
than Shaw may, for Federal income tax purposes, be integrated with the Holder's
sale of shares pursuant to the offer and, if integrated, may be taken into
account in determining whether the Holder satisfies any of the three tests
described above. A Holder should consult his or her tax advisor regarding the
treatment of other exchanges of shares for cash which may be integrated with
such Holder's sale of shares to Shaw pursuant to the offer.
If a Holder is treated as recognizing gain or loss from the disposition of
shares for cash, such gain or loss will be equal to the difference between the
amount of cash received and such Holder's tax basis in the shares exchanged
therefor. Any such gain or loss will be capital gain or loss and will be
long-term capital gain or loss if the holding period of the shares exceeds one
year as of the date of the exchange. Capital gain recognized as a result of the
sale of a capital asset that has been held for more than one year is eligible
for capital gains taxation at a maximum rate of 20% (10% if the Holder is an
individual who is otherwise subject to tax at the 15% ordinary income rate).
Gain or loss must be determined separately for each block of shares (that
is, shares acquired at the same cost in a single transaction) that is exchanged
for cash. A Holder may be able to designate (generally through such Holder's
broker) which blocks of shares are tendered pursuant to the offer if less than
all of the Holder's shares are tendered, and the order in which different blocks
would be exchanged for cash, in the event of proration pursuant to the offer.
Each Holder should consult such Holder's tax advisor concerning the mechanics
and desirability of such a designation.
If a Holder is not treated under the Section 302 tests as recognizing gain
or loss from the disposition of shares exchanged for cash, the entire amount of
cash received by the Holder in the exchange will be treated as a dividend to the
extent of Shaw's current and accumulated earnings and profits (which Shaw
believes are in excess of the entire amount of cash to be received by the
Holders in the exchange). This dividend will be includible in the Holder's gross
income as ordinary income in its entirety, without reduction for the tax basis
of the shares exchanged, and no loss will be recognized. The Holder's tax basis
in the shares exchanged, however, will be added to such Holder's tax basis in
the remaining shares that the Holder owns. To the extent that cash received in
exchange for shares is treated as a dividend to a corporate Holder, it will be
eligible for a dividends-received deduction equal to 70% of the dividend
(subject to (i) applicable holding period requirements with respect to the
shares and (ii) shares with respect to which such Holder has incurred
indebtedness). If a dividends-received deduction is available, it is expected
that the dividend will constitute an "extraordinary dividend" under Section 1059
of the Code. As a result, a corporate Holder generally will be required to
reduce its tax basis in its shares (but not below zero) by the extent of the
non-taxed portion of the dividend (i.e. the dividends-received deduction). If
the non-taxed portion of the dividend exceeds the corporate Holder's tax basis
in the shares, the excess will be treated as gain resulting from the sale of the
shares. A corporate Holder should consult its tax advisor concerning the
availability of the dividends-received deduction and the application of the
"extraordinary dividend" provisions of the Code.
Shaw cannot predict whether or the extent to which the offer will be
oversubscribed. If the offer is oversubscribed, proration of tenders pursuant to
the offer will cause Shaw to accept fewer shares than are tendered. Therefore, a
Holder can be given no assurance that a sufficient number of such Holder's
shares will be purchased pursuant to the offer to ensure that such purchase will
be treated as a sale or exchange, rather than as a dividend, for Federal income
tax purposes pursuant to the rules discussed above. However, see Section 6
regarding a Holder's right to tender shares subject to the condition that a
specified minimum number of the shares must be purchased (if any are purchased).
Consequences to Shareholders Who do not Tender Pursuant to the
Offer. Shareholders who do not accept the offer to tender their shares will not
incur any tax liability as a result of the consummation of the offer.
26
<PAGE> 32
See Section 3 with respect to the application of backup withholding on
payments made to all shareholders and federal income tax withholding to payments
made to Non-United States Holders.
THE TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL INFORMATION
ONLY. YOU ARE URGED TO CONSULT YOUR OWN TAX ADVISOR TO DETERMINE THE PARTICULAR
TAX CONSEQUENCES TO YOU OF THE OFFER, INCLUDING THE APPLICABILITY AND EFFECT OF
STATE, LOCAL AND FOREIGN TAX LAWS.
15. EXTENSION OF OFFER; TERMINATION; AMENDMENT.
Shaw expressly reserves the right, in its sole discretion, at any time and
from time to time, and regardless of whether or not any of the events set forth
in Section 7 shall have occurred or shall be deemed by Shaw to have occurred, to
extend the period of time during which the offer is open and delay acceptance
for payment of, and payment for, any shares by giving oral or written notice of
such extension to the Depositary and making a public announcement of the
extension. Shaw also expressly reserves the right, in its sole discretion, to
terminate the offer and reject for payment and not pay for any shares not
theretofore accepted for payment or paid for or, subject to applicable law, to
postpone payment for shares upon the occurrence of any of the conditions
specified in Section 7 by giving oral or written notice of such termination or
postponement to the Depositary and making a public announcement of the
termination or postponement. Shaw's reservation of the right to delay payment
for shares which it has accepted for payment is limited by Rule 13e-4(f)(5)
under the Exchange Act, which require that Shaw must pay the consideration
offered or return the shares tendered promptly after termination or withdrawal
of a tender offer. Subject to compliance with applicable law, Shaw further
reserves the right, in its sole discretion, and regardless of whether any of the
events set forth in Section 7 shall have occurred or are deemed by Shaw to have
occurred, to amend the offer in any respect (including, without limitation, by
decreasing or increasing the consideration offered in the offer to holders of
shares or by decreasing or increasing the number of shares being sought in the
offer). Amendments to the offer may be made at any time and from time to time
effected by public announcement of the amendment. In the case of an extension,
the amendment must be issued no later than 9:00 a.m., New York City time, on the
next business day after the last previously scheduled or announced date of the
expiration of the offer. Any public announcement made pursuant to the offer will
be disseminated promptly to shareholders in a manner reasonably designed to
inform shareholders of the change. Without limiting the manner in which Shaw may
choose to make a public announcement, except as required by applicable law, Shaw
will have no obligation to publish, advertise or otherwise communicate any such
public announcement other than by issuing a press release to the Dow Jones News
Service.
If Shaw materially changes the terms of the offer or the information
concerning the offer, or if it waives a material condition of the offer, Shaw
will extend the offer to the extent required by Rules 13e-4(d)(2) and
13e-4(e)(2) promulgated under the Exchange Act. These rules require that the
minimum period during which an offer must remain open following material changes
in the terms of the offer or information concerning the offer (other than a
change in price or a change in percentage of securities sought) will depend on
the facts and circumstances, including the relative materiality of such terms or
information. If:
- Shaw increases or decreases the price to be paid for shares, materially
increases the Dealer Manager fee or increases or decreases the number of
shares being sought in the offer and, in the event of an increase in the
number of shares being sought, the increase exceeds 2% of the outstanding
shares, and
- the offer is scheduled to expire at any time earlier than the expiration
of a period ending on the tenth business day from, and including, the
date that notice of an increase or decrease is first published, sent or
given in the manner specified in this Section 15,
then in each case the offer will be extended until the expiration of the period
of ten business days. For purposes of the offer, "business day" means any day
other than Saturday, Sunday or Federal holiday and consists of the time period
from 12:01 a.m. through 12:00 midnight, New York City time.
27
<PAGE> 33
16. FEES AND EXPENSES.
Shaw has retained Merrill Lynch to act as financial advisor as well as
Dealer Manager, in connection with the offer. Merrill Lynch will receive an
advisory fee for its services of $100,000 plus $0.06 per share tendered and
purchased in the offer. Shaw also has agreed to reimburse Merrill Lynch for
certain out-of-pocket expenses incurred in connection with the offer, and to
indemnify Merrill Lynch against certain liabilities in connection with the
offer, including liabilities under the Federal securities laws. Merrill Lynch
has been retained by Shaw to render, and in the past has rendered, various
investment banking and other advisory services to Shaw, for which it has
received compensation, and may render similar services to Shaw in the future.
Shaw has retained Corporate Investor Communications, Inc. to act as
Information Agent and EquiServe Trust Company, N.A. to act as Depositary in
connection with the offer. The Information Agent may contact holders of shares
by mail, telephone, telegraph and personal interviews and may request brokers,
dealers and other nominee shareholders to forward materials relating to the
offer to beneficial owners. The Information Agent and the Depositary will each
receive reasonable and customary compensation for their respective services,
will be reimbursed by Shaw for certain reasonable out-of-pocket expenses and
will be indemnified against certain liabilities in connection with the offer,
including certain liabilities under the Federal securities laws.
Shaw will not pay any fees or commissions to brokers, dealers or other
persons (other than fees to the Dealer Manager, the Information Agent and the
Depositary as described above) for soliciting tenders of shares pursuant to the
offer. Shareholders holding shares through brokers or banks are urged to consult
the brokers or banks to determine whether transaction costs may apply if
shareholders tender shares through the brokers or banks and not directly to the
Depositary. Shaw will, however, upon request, reimburse brokers, dealers and
commercial banks for customary mailing and handling expenses incurred by them in
forwarding the offer and related materials to the beneficial owners of shares
held by them as a nominee or in a fiduciary capacity. No broker, dealer,
commercial bank or trust company has been authorized to act as the agent of
Shaw, the Dealer Manager, the Information Agent or the Depositary for purposes
of the offer. Shaw will pay or cause to be paid all stock transfer taxes, if
any, on its purchase of shares except as otherwise provided in Instruction 9 in
the Letter of Transmittal.
17. MISCELLANEOUS
Shaw is not aware of any jurisdiction where the making of the offer is not
in compliance with applicable law. If Shaw becomes aware of any jurisdiction
where the making of the offer or the acceptance of shares pursuant to the offer
is not in compliance with any valid applicable law, Shaw will make a good faith
effort to comply with such law. If, after such good faith effort, Shaw cannot
comply with such law, the offer will not be made to, nor will tenders be
accepted from or on behalf of, the holders of shares residing in such
jurisdiction. In any jurisdiction where the securities, blue sky or other laws
require the offer to be made by a licensed broker or dealer, the offer will be
deemed to be made on Shaw's behalf by the Dealer Manager or one or more
registered brokers or dealers licensed under the laws of the jurisdiction.
Pursuant to Rule 13e-4 promulgated under the Exchange Act, Shaw has filed
with the Commission an Issuer Tender Offer Statement on Schedule TO which
contains additional information with respect to the offer. The Schedule TO,
including the exhibits and any amendments thereto, may be examined, and copies
may be obtained, at the same places and in the same manner as is set forth in
Section 10 with respect to information concerning Shaw.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATION ON BEHALF OF SHAW OR THE DEALER MANAGER IN CONNECTION WITH THE
OFFER OTHER THAN THOSE CONTAINED IN THIS OFFER TO PURCHASE OR IN THE RELATED
LETTER OF TRANSMITTAL. IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY SHAW OR THE DEALER MANAGER.
SHAW INDUSTRIES, INC.
28
<PAGE> 34
Manually signed facsimile copies of the Letter of Transmittal will not be
accepted. The Letter of Transmittal and certificates for shares and any other
required documents should be sent or delivered by each shareholder the
shareholder's broker, dealer, commercial bank, trust company or nominee to the
Depositary at one of its addresses set forth below. To confirm delivery of
shares, shareholders are directed to contact the Depository.
THE DEPOSITARY FOR THE OFFER IS:
EQUISERVE TRUST COMPANY, N.A.
<TABLE>
<S> <C> <C>
By Registered or Certified Mail: By Overnight Courier: By Hand Delivery:
EquiServe Trust EquiServe Trust Securities Transfer & Reporting Services, Inc.
Company, N.A. Company, N.A. c/o EquiServe Trust Company, N.A.
Attn: Corporate Actions Attn: Corporate Actions 100 Williams St., Galleria
P.O. Box 9573 40 Campanelli Drive New York, NY 10038
Boston, MA 02205-9573 Braintree, MA 02184
</TABLE>
Confirmation of receipt by telephone: (781) 575-4816
Questions and requests for assistance may be directed to the Information
Agent or the Dealer Manager at the telephone numbers and addresses listed below.
You may request additional copies of this Offer to Purchase, the Letter of
Transmittal or the Notice of Guaranteed Delivery from the Information Agent at
its telephone numbers and address listed below.
THE INFORMATION AGENT FOR THE OFFER IS:
CORPORATE INVESTOR COMMUNICATIONS, INC.
111 Commerce Road
Carlstadt, NJ 07072
Call Toll Free: (877) 977-6197
Banks and Brokerage Firms,
Please Call: (800) 346-7885
THE DEALER MANAGER FOR THE OFFER IS:
MERRILL LYNCH & CO.
World Financial Center
South Tower
New York, New York 10281
(212) 236-3790 (call collect)
<PAGE> 1
EXHIBIT (A)(1)(B)
LETTER OF TRANSMITTAL
TO TENDER SHARES OF COMMON STOCK
(INCLUDING ASSOCIATED SERIES A PARTICIPATING
PREFERRED STOCK PURCHASE RIGHTS)
OF
SHAW INDUSTRIES, INC.
PURSUANT TO THE OFFER TO PURCHASE DATED MARCH 13, 2000
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON FRIDAY, APRIL 7, 2000, UNLESS THE OFFER IS EXTENDED.
TO: EQUISERVE TRUST COMPANY, N.A., DEPOSITARY
<TABLE>
<S> <C> <C>
By Registered or Certified Mail: By Overnight Courier: By Hand Delivery:
EquiServe Trust EquiServe Trust Securities Transfer & Reporting Services, Inc.
Company, N.A. Company, N.A. c/o EquiServe Trust Company, N.A.
Attn: Corporate Actions Attn: Corporate Actions 100 Williams St., Galleria
P.O. Box 9573 40 Campanelli Drive New York, NY 10038
Boston, MA 02205-9573 Braintree, MA 02184
</TABLE>
DELIVERY OF THIS INSTRUMENT AND ALL OTHER DOCUMENTS TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. DELIVERIES TO SHAW WILL
NOT BE FORWARDED TO THE DEPOSITARY AND THEREFORE WILL NOT CONSTITUTE VALID
DELIVERY. DELIVERIES TO THE DEPOSITORY TRUST COMPANY WILL NOT CONSTITUTE VALID
DELIVERY TO THE DEPOSITARY.
<TABLE>
<S> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF SHARES TENDERED
(SEE INSTRUCTIONS 5 AND 6)
- ----------------------------------------------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)
(PLEASE USE PRE-ADDRESSED LABEL OR FILL IN EXACTLY AS TENDERED CERTIFICATES
NAME(S) APPEAR(S) (ATTACHED SIGNED ADDITIONAL LIST IF NECESSARY)
ON CERTIFICATE(S))
- ----------------------------------------------------------------------------------------------------------------------
NUMBER OF
CERTIFICATE NUMBER SHARES
NUMBER(S)* OF SHARES TENDERED**
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
[ ] Please check here if certificate(s) for part or all TOTAL SHARES
of your shares have been lost, stolen, misplaced or CERTIFICATED
destroyed. See Instruction 4. ------------------------------------------------------
TOTAL DIVIDEND
REINVESTMENT
SHARES TENDERED
(SEE DRIP BOX
BELOW)
------------------------------------------------------
TOTAL SHARES
TENDERED
- ----------------------------------------------------------------------------------------------------------------------
Indicate in this box the order (by certificate number) in which shares are to be purchased in event of proration.
(Attach signed additional list if necessary.)*** See Instruction 12.
1st: 2nd: 3rd: 4th: 5th:
- ----------------------------------------------------------------------------------------------------------------------
* DOES NOT need to be completed by shareholders tendering shares by book entry-transfer.
** If you desire to tender fewer than all shares evidenced by any certificates listed above, please indicate in this
column the number of shares you wish to tender. Otherwise, all shares evidenced by such certificates will be
deemed to have been tendered. See Instruction 6.
*** If you do not designate an order, in the event less than all shares tendered are purchased due to proration,
shares will be selected for purchase by the Depositary.
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 2
PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL, INCLUDING THE ACCOMPANYING
INSTRUCTIONS, CAREFULLY BEFORE CHECKING ANY BOX BELOW.
This Letter of Transmittal is to be completed only if (a) certificates
representing shares are to be forwarded herewith or (b) a tender of shares is to
be made concurrently by book-entry transfer to the account maintained by
EquiServe Trust Company, N.A. (the "Depositary") at The Depository Trust Company
pursuant to Section 3 of the Offer to Purchase. See Instruction 2.
IF YOU ARE A PARTICIPANT IN THE DIVIDEND REINVESTMENT PLAN, THE NUMBER OF SHARES
ON THE LABEL AFFIXED TO THIS LETTER OF TRANSMITTAL INCLUDES SHARES HELD BY YOU
IN THE DIVIDEND REINVESTMENT PLAN, IF ANY. IN ORDER TO TENDER ANY SHARES IN THE
DIVIDEND REINVESTMENT PLAN, YOU MUST FILL OUT THE BOX BELOW.
DIVIDEND REINVESTMENT PLAN SHARES
(SEE INSTRUCTION 18)
This section is to be completed ONLY by participants in the Dividend
Reinvestment Plan who wish to tender shares held in the Dividend Reinvestment
Plan.
[ ] Check here to instruct the Depositary to tender on your behalf all of the
shares credited to your Dividend Reinvestment Plan account at the price
determined under the offer or at the per share price indicated below in the
box entitled "Price (In Dollars) Per Share At Which Shares Are Being
Tendered."
[ ] Check here to instruct the Depositary to tender on your behalf the following
number of shares credited to your Dividend Reinvestment Plan account at the
price determined under the offer or at the per share price indicated below
in the box entitled "Price (In Dollars) Per Share At Which Shares Are Being
Tendered:"
----------------------------------------------------------- shares
2
<PAGE> 3
Shareholders who desire to tender shares pursuant to the offer and who
cannot deliver their certificates for their shares, who are unable to comply
with the procedures for book-entry transfer on a timely basis, and all other
documents required by this Letter of Transmittal to the Depositary at or before
the expiration of the offer may tender their shares pursuant to the guaranteed
delivery procedures set forth in Section 3 of the Offer to Purchase. See
Instruction 2.
- --------------------------------------------------------------------------------
[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO
AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH THE DEPOSITORY TRUST COMPANY
AND COMPLETE THE FOLLOWING:
NAME OF TENDERING INSTITUTION:
-----------------------------------------------------------------------------
ACCOUNT NUMBER:
-----------------------------------------------------------------------------
TRANSACTION CODE NUMBER:
-----------------------------------------------------------------------------
[ ] CHECK HERE IF CERTIFICATES FOR TENDERED SHARES ARE BEING DELIVERED PURSUANT
TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND
COMPLETE THE FOLLOWING:
NAME(S) OF REGISTERED OWNER(S):
------------------------------------------------------------------------------
DATE OF EXECUTION OF NOTICE OF GUARANTEED DELIVERY:
-------------------------------------------------------------------
NAME OF INSTITUTION THAT GUARANTEED DELIVERY:
--------------------------------------------------------------------------
GIVE ACCOUNT NUMBER IF DELIVERED BY BOOK-ENTRY TRANSFER.
ACCOUNT NUMBER:
------------------------------------------------------------------------------
3
<PAGE> 4
NOTE: SIGNATURE MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
LADIES AND GENTLEMEN:
The undersigned hereby tenders to Shaw Industries, Inc., a Georgia
corporation, the above described shares of Shaw's common stock, including the
associated rights to purchase preferred stock, by Shaw at the per share price
indicated in this Letter of Transmittal, net to the seller in cash, without
interest, upon the terms and subject to the conditions set forth in the Offer to
Purchase, dated March 13, 2000, receipt of which is hereby acknowledged, and in
this Letter of Transmittal which, as amended or supplemented from time to time,
together constitute the offer.
Subject to, and effective upon, acceptance for payment of the shares
tendered in accordance with the terms and subject to the conditions of the
offer, including, if the offer is extended or amended, the terms and conditions
of the extension or amendment, the undersigned sells, assigns and transfers to,
or upon the order of, Shaw all right, title and interest in and to all shares
tendered and orders the registration of all shares if tendered by book entry
transfer and irrevocably constitutes and appoints the Depositary as the true and
lawful agent and attorney-in-fact of the undersigned with respect to the shares
with full knowledge that said Depositary also acts as the agent of Shaw, with
full power of substitution (the power of attorney being deemed to be an
irrevocable power coupled with an interest), to:
(a) deliver certificate(s) representing the shares or transfer
ownership of the shares on the account books maintained by The Depository
Trust Company, together, in either case, with all accompanying evidences of
transfer and authenticity, to, or upon the order of, Shaw upon receipt by
the Depositary, as the undersigned's agent, of the purchase price with
respect to the shares;
(b) present certificates for the shares for cancellation and transfer
on Shaw's books; and
(c) receive all benefits and otherwise exercise all rights of
beneficial ownership of the shares, subject to the next paragraph, all in
accordance with the terms of the offer.
The undersigned covenants, represents and warrants to Shaw that:
(1) the undersigned understands that tenders of shares pursuant to any
one of the procedures described in Section 3 of the Offer to Purchase and
in the instructions will constitute the undersigned's acceptance of the
terms and conditions of the offer, including the undersigned's
representation and warranty that:
(i) the undersigned has a "net long position" within the meaning of
Rule 14e-4 under the Securities Exchange Act of 1934, as amended, in the
shares or equivalent securities at least equal to the shares tendered
and
(ii) the tender of shares complies with Rule 14e-4;
(2) the undersigned has full power and authority to tender, sell,
assign and transfer the shares tendered hereby and when and to the extent
accepted for payment, Shaw will acquire good, marketable and unencumbered
title to the tendered shares, free and clear of all security interests,
liens, charges, encumbrances, conditional sales agreements or other
obligations relating to the sale or transfer of the shares, and not subject
to any adverse claims;
(3) on request, the undersigned will execute and deliver any
additional documents deemed by the Depositary or Shaw to be necessary or
desirable to complete the sale, assignment and transfer of the shares
tendered; and
(4) the undersigned has read, understands and agrees to all of the
terms of the offer.
All authorities conferred or agreed to be conferred will survive the death
or incapacity of the undersigned, and any obligation of the undersigned will be
binding upon the heirs, personal representatives, executors,
4
<PAGE> 5
administrators, successors, assigns, trustees in bankruptcy, and legal
representatives of the undersigned. Except as stated in the Offer to Purchase,
this tender is irrevocable.
The name(s) and address(es) of the registered holder(s) should be printed,
if they are not already printed above, exactly as they appear on the
certificates representing shares tendered. The certificate numbers, the number
of shares represented by the certificates and the number of shares that the
undersigned wishes to tender, should be set forth in the appropriate boxes
above. The price at which the shares are being tendered should be indicated in
the box below.
The undersigned understands that Shaw will determine a single per share
price, not in excess of $13.50 nor less than $11.50 per share, that it will pay
for shares properly tendered, taking into account the number of shares tendered
and the prices specified by tendering shareholders. Shaw will select the lowest
purchase price that will allow it to buy 12,000,000 shares or, if a lesser
number of shares are properly tendered, all shares that are properly tendered.
In determining which shares it will acquire by means of the modified "Dutch
Auction," Shaw will add the shares tendered by shareholders who have indicated
their willingness to accept the price determined in the offer to those shares
tendered at $11.50. Accordingly, shares tendered at the price determined in the
offer will be treated the same as shares tendered at $11.50. All shares properly
tendered at prices at or below the purchase price and not properly withdrawn
will be purchased, subject to the conditions of the offer, including the
proration, odd lot priority and conditional tender provisions. All shares
acquired in the offer will be acquired at the same purchase price. All shares
not purchased pursuant to the offer, including shares tendered at prices greater
than the purchase price and not properly withdrawn and shares not purchased
because of proration or conditional tenders, will be returned at Shaw's expense
promptly after the expiration of the offer.
The undersigned recognizes that, under certain circumstances set forth in
the Offer to Purchase, Shaw may terminate or amend the offer or may postpone the
acceptance for payment of, or the payment for, shares tendered or may accept for
payment fewer than all of the shares tendered. In any event, the undersigned
understands that certificate(s) for any shares not tendered or not purchased
will be returned to the undersigned at the address indicated above, unless
otherwise indicated under the "Special Payment Instructions" or "Special
Delivery Instructions" below.
The undersigned understands that acceptance of shares by Shaw for payment
will constitute a binding agreement between the undersigned and Shaw upon the
terms and subject to the conditions of the offer. The undersigned acknowledges
that under no circumstances will Shaw pay interest on the purchase price,
including what limitation, by reason of any delay or making payment.
The check for the aggregate net purchase price for the shares tendered and
purchased will be issued to the order of the undersigned and mailed to the
address indicated above, unless otherwise indicated under the "Special Payment
Instructions" or the "Special Delivery Instructions" below. The undersigned
recognizes that Shaw has no obligation, pursuant to the "Special Payment
Instructions," to transfer any certificate for shares from the name of its
registered holder, or to order the registration or transfer of shares tendered
by book-entry transfer, if Shaw purchases none of the shares represented by such
certificate or tendered by such book-entry transfer.
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
5
<PAGE> 6
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED
(SEE INSTRUCTION 7)
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CHECK ONLY ONE BOX.
IF MORE THAN ONE BOX IS CHECKED OR IF NO BOX IS CHECKED,
THERE IS NO PROPER TENDER OF SHARES
(Shareholders who desire to tender shares at more than one price must complete a separate
Letter of Transmittal for each price at which shares are tendered.)
- -----------------------------------------------------------------------------------------------------
[ ] $11.50 [ ] $12.00 [ ] $12.50 [ ] $13.00 [ ] $13.50
- -----------------------------------------------------------------------------------------------------
[ ] $11.75 [ ] $12.25 [ ] $12.75 [ ] $13.25
- -----------------------------------------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
SHARES TENDERED AT PRICE DETERMINED UNDER THE TENDER OFFER
(SEE INSTRUCTION 7)
- --------------------------------------------------------------------------------
[ ] The undersigned wants to maximize the chance of having Shaw purchase all
of the shares the undersigned is tendering (subject to the possibility of
proration). Accordingly, by checking THIS BOX INSTEAD OF ONE OF THE PRICE
BOXES ABOVE, the undersigned hereby tenders shares and is willing to
accept the purchase price determined by Shaw in accordance with the terms
of the tender offer. This action could result in receiving a price per
share as low as $11.50.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
ODD LOTS
(SEE INSTRUCTION 10)
To be completed ONLY if the shares are being tendered by or on behalf
of a person owning beneficially or of record an aggregate of fewer than
100 shares, including any shares held in the Dividend Reinvestment Plan.
The undersigned either (check one box):
[ ] is the beneficial or record owner of an aggregate of fewer than 100
shares, all of which are being tendered;
OR
[ ] is a broker dealer, commercial bank, trust company, or other nominee
that (a) is tendering for the beneficial owner(s) thereof, shares
with respect to which it is the record holder and (b) believes, based
upon representations made to it by such beneficial owner(s), that
each such person is the beneficial owner of an aggregate of fewer
than 100 shares and is tendering all of such shares.
In addition, the undersigned is tendering shares either (check one box):
[ ] at the price per share indicated above under "Price (in Dollars) Per
Share At Which Shares Are Being Tendered."
OR
[ ] at the purchase price, as the same shall be determined by Shaw in
accordance with the terms of the offer (persons checking this box
need not indicate the price per share below).
- --------------------------------------------------------------------------------
6
<PAGE> 7
ODD LOT SHARES CANNOT BE CONDITIONALLY TENDERED
CONDITIONAL TENDER
(SEE INSTRUCTION 11)
- --------------------------------------------------------------------------------
[ ] A tendering shareholder may condition his or her tender of shares upon Shaw
purchasing a specified minimum number of the shares tendered, all as
described in the Offer to Purchase, particularly in Section 6. Unless at
least that minimum number of shares you indicate below is purchased by Shaw
pursuant to the terms of the offer, none of the shares tendered will be
purchased. It is the tendering shareholder's responsibility to calculate
that minimum number of shares that must be purchased if any are purchased,
and each shareholder is urged to consult his or her own tax advisor. Unless
this box has been checked and a minimum specified, the tender will be deemed
unconditional.
Minimum number of shares to be sold:
------------------------------------------
7
<PAGE> 8
---------------------------------------------------------------
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 6, 8, 9 AND 13)
To be completed ONLY if certificates for shares not tendered or not
purchased and/or any check for the purchase price are to be issued in the
name of someone other than the undersigned, or if shares delivered by
book-entry transfer that are not purchased are to be returned by credit to
an account maintained by The Depository Trust Company other than that
designated above.
Issue [ ] Check to:
[ ] Certificates to:
Names:
------------------------------------------------------
PLEASE TYPE OR PRINT
Address:
----------------------------------------------------
---------------------------------------------------------------
(INCLUDE ZIP CODE)
---------------------------------------------------------------
(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)
[ ] Credit shares delivered by book-entry transfer and not purchased to
the account set forth below:
Name of Account Party:
------------------------------------
The Depository Trust Company Account Number:
---------------------------------------------------------------
---------------------------------------------------------------
---------------------------------------------------------------
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 6, 8, 9 AND 13)
To be completed ONLY if certificates for shares not tendered or not
purchased and/or any check for the purchase price are to be mailed or sent
to someone other than the undersigned, or to the undersigned at an address
other than that shown above.
Mail [ ] Check to:
[ ] Certificates to:
Name:
------------------------------------------------------
PLEASE TYPE OR PRINT
Address:
----------------------------------------------------
---------------------------------------------------------------
---------------------------------------------------------------
(INCLUDE ZIP CODE)
---------------------------------------------------------------
8
<PAGE> 9
IMPORTANT
PLEASE SIGN HERE
(TO BE COMPLETED BY ALL SHAREHOLDERS)
(PLEASE COMPLETE AND RETURN THE SUBSTITUTE FORM W-9)
(Must be signed by the registered holder(s) exactly as such holder(s)
name(s) appear(s) on certificate(s) or on a security position listing or by
person(s) authorized to become registered holder(s) thereof by certificate(s)
and documents transmitted with this Letter of Transmittal. If signature is by a
trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or another person acting in a fiduciary or representative capacity,
please set forth full title and see Instruction 8.)
Signature(s) of Registered Holder(s):-------------------------------------------
- --------------------------------------------------------------------------------
Dated:
- ---------------------------, 2000
Name(s):
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(PLEASE PRINT)
Capacity (full title):
- --------------------------------------------------------------------------------
Address:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
Area Code(s) and Daytime Telephone Number(s):
- ----------------------------------------------------------
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 8)
Name of Firm:
- --------------------------------------------------------------------------------
(PLEASE TYPE OR PRINT)
Authorized Signature:
- --------------------------------------------------------------------------------
Title:
- --------------------------------------------------------------------------------
Address:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
Area Code(s) and Daytime Telephone Number(s):
- ----------------------------------------------------------
Dated:
- ---------------------------, 2000
9
<PAGE> 10
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Medallion Guarantee of Signatures. No signature guarantee is required
if either:
(a) this Letter of Transmittal is signed by the registered holder of
the shares (which term, for purposes of this document, shall include any
participant in The Depository Trust Company whose name appears on a
security position listing as the owner of such shares) tendered exactly as
the name of the registered holder appears on the certificate(s) tendered
with this Letter of Transmittal and payment and delivery are to be made
directly to such owner unless such owner has completed either the box
entitled "Special Payment Instructions" or "Special Delivery Instructions"
above; or
(b) the shares are tendered for the account of a bank, broker, dealer,
credit union, savings association or other entity which is a member in good
standing of the Securities Transfer Agents Medallion Program or a bank,
broker, dealer, credit union, savings association or other entity which is
an "eligible guarantor institution," as the term is defined in Rule 17Ad-15
under the Exchange Act (each of the foregoing constituting an "Eligible
Institution").
In all other cases, all signatures on this Letter of Transmittal must be
guaranteed by an Eligible Institution. See Instruction 8.
2. Delivery of Letter Of Transmittal And Certificates. This Letter of
Transmittal is to be completed only if certificates for shares are delivered
with it to the Depositary (or the certificates will be delivered pursuant to a
Notice of Guaranteed Delivery previously sent to the Depositary) or if a tender
for shares is being made concurrently pursuant to the procedure for tender by
book-entry transfer set forth in Section 3 of the Offer to Purchase.
Certificates for all physically tendered shares or confirmation of a book-entry
transfer into the Depositary's account at The Depository Trust Company of shares
tendered electronically, together in each case with a properly completed and
duly executed Letter of Transmittal, and any other documents required by this
Letter of Transmittal, should be mailed or delivered to the Depositary at the
appropriate address set forth in this document and must be delivered to the
Depositary on or before the expiration of the offer. DELIVERY OF DOCUMENTS TO
THE DEPOSITORY TRUST COMPANY DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.
THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING CERTIFICATES FOR SHARES,
IS AT THE OPTION AND RISK OF THE TENDERING SHAREHOLDER. IF DELIVERY IS BY MAIL,
REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED.
IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE DELIVERY.
Except as specifically permitted by Sections 1 and 6 of the Offer to
Purchase and as described in Instruction 11, Shaw will not accept any
alternative, conditional or contingent tenders, nor will it purchase any
fractional shares, except as expressly provided in the Offer to Purchase. All
tendering shareholders, by execution of this Letter of Transmittal, waive any
right to receive any notice of the acceptance of their tender.
3. Guaranteed Delivery Procedures. Shareholders whose certificates are
not immediately available or who cannot deliver certificates for their shares
and all other required documents to the Depositary prior to the expiration of
the offer, or whose shares cannot be delivered on a timely basis pursuant to the
procedures for book-entry transfer, must, in any case, tender their shares by or
through any Eligible Institution by properly completing and duly executing and
delivering a Notice of Guaranteed Delivery (or facsimile of the Notice of
Guaranteed Delivery) and by otherwise complying with the guaranteed delivery
procedure set forth in Section 3 of the Offer to Purchase. Pursuant to that
procedure, certificates for all physically tendered shares or book-entry
confirmations, as the case may be, as well as a properly completed and duly
executed Letter of Transmittal and all other documents required by this Letter
of Transmittal, must be received by the Depositary within three New York Stock
Exchange trading days after receipt by the Depositary of such Notice of
Guaranteed Delivery, all as provided in Section 3 of the Offer to Purchase.
The Notice of Guaranteed Delivery may be delivered by hand or transmitted
by telegram, facsimile transmission or mail to the Depositary and must include a
Medallion signature guarantee by an Eligible Institution in the form set forth
therein. For shares to be validly tendered pursuant to the guaranteed delivery
procedure, the Depositary must receive the Notice of Guaranteed Delivery on or
before the Expiration Date.
10
<PAGE> 11
4. Lost or Destroyed Certificates. Shareholders whose certificates for
part or all of their shares have been lost, stolen, misplaced or destroyed must
so indicate in the box entitled "Description of Shares Tendered." These
shareholders must notify EquiServe Trust Company, N.A. as transfer agent, at
(800) 633-4236 and will be instructed as to the documents which will be required
to be submitted by you together with the Letter of Transmittal in order to
receive the stock certificate(s) representing the shares.
5. Inadequate Space. If the space provided under the item "Description of
Shares Tendered" is inadequate, the certificate numbers and/or the number of
shares should be listed on a separate signed schedule and attached to this
Letter of Transmittal.
6. Partial Tenders and Unpurchased Shares. (Not applicable to
shareholders who tender by book-entry transfer.) If fewer than all of the shares
evidenced by any certificate are to be tendered, fill in the number of shares
that are to be tendered in the column entitled "Number of Shares Tendered,"
under the item "Description of Shares Tendered." In that case, if any tendered
shares are purchased, a new certificate for the remainder of the shares
(including any shares not purchased) evidenced by the old certificate(s) will be
issued and sent to the registered holder(s), unless otherwise specified in
either the box entitled "Special Payment Instructions" or "Special Delivery
Instructions," in this Letter of Transmittal, as soon as practicable after the
Expiration Date. Unless otherwise indicated, all shares represented by the
certificate(s) listed and delivered to the Depositary will be deemed to have
been tendered.
7. Indication of Price at Which Shares are Being Tendered. For shares to
be properly tendered, the shareholder MUST check the box indicating the price
per share at which the shareholder is tendering shares under the item "Price (In
Dollars) Per Share at Which Shares Are Being Tendered" or check the box under
the item "Shares Tendered at Price Determined Under the Tender Offer." ONLY ONE
BOX MAY BE CHECKED. IF MORE THAN ONE BOX IS CHECKED OR IF NO BOX IS CHECKED,
THERE IS NO PROPER TENDER OF SHARES. A shareholder wishing to tender portions of
the shareholder's share holdings at different prices must complete a separate
Letter of Transmittal for each price at which the shareholder wishes to tender
each portion of the shareholder's shares. The same shares cannot be tendered
(unless previously properly withdrawn as provided in Section 4 of the Offer to
Purchase) at more than one price.
8. Signatures on Letter of Transmittal, Stock Powers and Endorsements.
(a) If this Letter of Transmittal is signed by the registered
holder(s) of the shares tendered, the signature(s) must correspond exactly
with the name(s) as written on the face of the certificate(s) without any
change whatsoever.
(b) If the shares tendered are registered in the names of two or more
joint holders, each holder must sign this Letter of Transmittal.
(c) If any shares tendered are registered in different names on
several certificates, it will be necessary to complete, sign and submit as
many separate Letters of Transmittal as there are different certificates.
(d) When this Letter of Transmittal is signed by the registered
holder(s) of the shares tendered, no endorsement(s) of certificate(s)
representing the shares or separate stock power(s) are required unless
payment is to be made or the certificate(s) for shares not tendered or not
purchased are to be issued to a person other than the registered holder(s).
SIGNATURE(S) ON SUCH CERTIFICATE(S) MUST BE GUARANTEED BY AN ELIGIBLE
INSTITUTION. If this Letter of Transmittal is signed by a person other than
the registered holder(s) of the certificate(s) listed, or if payment is to
be made or the certificate(s) for shares not tendered or not purchased are
to be issued to a person other than the registered holder(s), the
certificate(s) must be endorsed or accompanied by appropriate stock
power(s), in either case signed exactly as the name(s) of the registered
holder(s) appears on the certificate(s), and the signature(s) on such
certificate(s) or stock power(s) must be guaranteed by an Eligible
Institution. See Instruction 1.
(e) If this Letter of Transmittal or any certificate(s) or stock
power(s) is signed by trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or any other person acting in a
fiduciary or representative capacity, such persons should so indicate when
signing and must submit proper evidence satisfactory to Shaw of his or her
authority to so act.
11
<PAGE> 12
9. Stock Transfer Taxes. Except as provided in this Instruction 9, no
stock transfer tax stamps or funds to cover such stamps need accompany this
Letter of Transmittal. Shaw will pay or cause to be paid any stock transfer
taxes payable on the transfer to it of shares purchased pursuant to the offer.
If, however:
(a) payment of the purchase price for shares tendered and accepted for
purchase is to be made to any person other than the registered holder(s);
(b) shares not tendered or not accepted for purchase are to be
registered in the name(s) of any person(s) other than the registered
holder(s); or
(c) certificates representing tendered shares are registered in the
name(s) of any person(s) other than the person(s) signing this Letter of
Transmittal;
then the Depositary will deduct from the purchase price the amount of any stock
transfer taxes (whether imposed on the registered holder, other person or
otherwise) payable on account of the transfer to that person, unless
satisfactory evidence of the payment of the taxes or any exemption from them is
submitted.
10. Odd Lots. As described in Section 1 of the Offer to Purchase, if Shaw
is to purchase fewer than all shares properly tendered before the expiration of
the offer and not properly withdrawn, the shares purchased first will consist of
all shares properly tendered by any shareholder who owned, beneficially or of
record, an aggregate of fewer than 100 shares, including any shares held in the
Dividend Reinvestment Plan but not shares held in the Retirement Savings Plan,
and who tenders all of the shareholder's shares at or below the selected
purchase price or who agrees to accept the purchase price determined in the
offer. This preference will not be available unless the box captioned "Odd Lots"
is completed.
11. Conditional Tenders. As described in Sections 1 and 6 of the Offer to
Purchase, shareholders may condition their tenders on all or a minimum number of
their tendered shares being purchased. If Shaw is to purchase less than all
shares tendered prior to the expiration of the offer, the Depositary will
perform a preliminary proration, and any shares tendered at or below the
purchase price pursuant to a conditional tender for which the condition was not
satisfied by the preliminary proration will be deemed withdrawn, subject to
reinstatement if such conditional tendered shares are subsequently selected by
random lot for purchase subject to Sections 1 and 6 of the Offer to Purchase.
Conditional tenders will be selected by lot only from shareholders who tender
all of their shares. All tendered shares shall be deemed unconditionally
tendered unless the item "Conditional Tender" is completed. The conditional
tender alternative is made available so that a shareholder may seek to structure
the purchase of shares from the shareholder pursuant to the offer in such a
manner that it will be treated as a sale of such shares by the shareholder,
rather than the payment of a dividend to the shareholder, for Federal income tax
purposes. Odd lot shares, which will not be subject to proration, cannot be
conditionally tendered. It is the tendering shareholder's responsibility to
calculate the minimum number of shares that must be purchased from the
shareholder in order for the shareholder to qualify for sale (rather than
dividend) treatment, and each shareholder is urged to consult his or her own tax
advisor.
IN THE EVENT OF PRORATION, ANY SHARES TENDERED PURSUANT TO A CONDITIONAL
TENDER FOR WHICH THE MINIMUM REQUIREMENTS ARE NOT SATISFIED MAY NOT BE ACCEPTED
AND WILL THEREBY BE DEEMED WITHDRAWN.
12. Order of Purchase in Event of Proration. As described in Section 1 of
the Offer to Purchase, shareholders may designate the order in which their
shares are to be purchased in the event of proration. The order of purchase may
have an effect on the Federal income tax treatment of the purchase price for the
shares purchased. See Sections 1 and 14 of the Offer to Purchase.
13. Special Payment and Delivery Instructions. If certificate(s) for
shares not tendered or not purchased and/or check(s) are to be issued in the
name of a person other than the signer of the Letter of Transmittal or if the
certificates and/or checks are to be sent to someone other than the person
signing the Letter of Transmittal or to the signer at a different address, the
box entitled "Special Payment Instructions" and/or the box entitled "Special
Delivery Instructions" on this Letter of Transmittal should be completed as
applicable and signatures must be guaranteed as described in Instruction 1.
14. Determination of Validity; Rejection of Shares; Waiver of Defects; No
Obligation to Give Notice of Defects. All questions as to the number of shares
to be accepted, the price to be paid for the shares and the validity, form,
eligibility (including time of receipt) and acceptance for payment of any tender
of shares will
12
<PAGE> 13
be determined by Shaw, in its sole discretion, which determination will be final
and binding on all parties. Shaw reserves the right to reject any or all tenders
of shares it determines are not in proper form or the acceptance for payment of
or payment for which may be unlawful. Shaw also reserves the right to waive any
of the conditions of the offer or any defect or irregularity in any tender with
respect to any particular shares or any particular shareholder, and Shaw's
interpretation of the terms of the offer (including the instructions in the
Letter of Transmittal) will be final and binding on all parties. No tender of
shares will be deemed to be properly made until all defects and irregularities
have been cured by the tendering shareholder or waived by Shaw. None of Shaw,
the Dealer Manager, the Depositary, the Information Agent or any other person is
or will be obligated to give notice of any defects or irregularities in tenders,
nor will any of them incur any liability for failure to give any notice of
defect or irregularity.
15. Questions and Requests for Assistance and Additional
Copies. Questions and requests for assistance may be directed to the
Information Agent or the Dealer Manager at the addresses and telephone numbers
set forth on the back cover of this Letter of Transmittal. Additional copies of
the Offer to Purchase, the Notice of Guaranteed Delivery and this Letter of
Transmittal may be obtained from the Information Agent at its address and
telephone set forth on the back cover of this Letter of Transmittal or from your
broker, dealer, commercial bank or trust company.
16. Substitute Form W-9 and IRS Form W-8. Under the Federal income tax
backup withholding rules, unless an exemption applies under the applicable law
and regulations, 31% of the gross proceeds payable to a shareholder or other
payee pursuant to the offer must be withheld and remitted to the United States
Treasury, unless the shareholder or other payee provides the shareholder's
taxpayer identification number (employer identification number or social
security number) to the Depositary and certifies that the number is correct.
Therefore, each tendering shareholder should complete and sign the Substitute
Form W-9 included as part of this Letter of Transmittal so as to provide the
information and certification necessary to avoid backup withholding, unless the
shareholder otherwise establishes to the satisfaction of the Depositary that it
is not subject to backup withholding. Certain shareholders (including, among
others, all corporations and certain Non-United States Holders (as defined in
Instruction 17)) are not subject to these backup withholding and reporting
requirements. In order for a foreign shareholder to qualify as an exempt
recipient, that shareholder must submit an IRS Form W-8 or a Substitute Form
W-8, signed under penalties of perjury, attesting to that shareholder's exempt
status. This form can be obtained from the Depositary.
17. Withholding for Foreign Shareholders. Even if a foreign shareholder
has provided the required certification to avoid backup withholding, the
Depositary will withhold United States federal income taxes equal to 30% of the
gross payments payable to a Non-United States Holder or his or her agent unless
the Depositary determines that a reduced rate of withholding is available
pursuant to a tax treaty or that an exemption from withholding is applicable
because the gross proceeds are effectively connected with the conduct of a trade
or business within the United States. For this purpose, a Non-United States
Holder is any shareholder that for United States federal income tax purposes is
not (i) a citizen or resident of the United States, (ii) a corporation,
partnership, or other entity treated as a corporation or partnership for United
States federal income tax purposes created or organized in or under the laws of
the United States or any State, thereof (including the District of Columbia),
(iii) an estate the income of which is subject to United States federal income
taxation regardless of the source of such income, or (iv) any trust if a court
within the United States is able to exercise primary supervision over the
administration of the trust and one or more United States fiduciaries have the
authority to control all substantial decisions relating to the trust.
Notwithstanding the foregoing, to the extent provided in United States Treasury
Regulations, certain trusts in existence on August 20, 1996, and treated as
United States persons before that date, that elect to continue to be treated as
United States persons will not be Non-United States Holder. In order to obtain a
reduced rate of withholding pursuant to a tax treaty, a Non-United States Holder
must deliver to the Depositary before the payment a properly completed and
executed IRS Form 1001. In order to obtain an exemption from withholding on the
grounds that the gross proceeds paid pursuant to the offer are effectively
connected with the conduct of a trade or business within the United States,
Non-United States Holder must deliver to the Depositary a properly completed and
executed IRS Form 4224. The Depositary will determine a shareholder's status as
a Non-United States Holder and eligibility for a reduced rate of, or exemption
from, withholding by reference to any outstanding certificates or statements
concerning eligibility for a reduced rate of, or exemption from,
13
<PAGE> 14
withholding (e.g., IRS Form 1001 or IRS Form 4224) unless facts and
circumstances indicate that such reliance is not warranted. A Non-United States
Holder may be eligible to obtain a refund of all or a portion of any tax
withheld if the Non-United States Holder meets the "complete redemption,"
"substantially disproportionate" or "not essentially equivalent to a dividend"
test described in Section 14 of the Offer to Purchase or is otherwise able to
establish that no tax or a reduced amount of tax is due. Backup withholding
generally will not apply to amounts subject to the 30% or a treaty-reduced rate
of withholding. Non-United States Holders are urged to consult their own tax
advisors regarding the application of federal income tax withholding, including
eligibility for a withholding tax reduction or exemption, and the refund
procedure.
18. Dividend Reinvestment Plan. If a shareholder desires to tender shares
credited to the shareholder's account under the Dividend Reinvestment Plan, the
box above entitled "Dividend Reinvestment Plan Shares" should be completed. A
participant in the Dividend Reinvestment Plan may complete such box on only one
Letter of Transmittal submitted by such participant. If a participant submits
more than one Letter of Transmittal and completes such box on more than one
Letter of Transmittal, the participant will be deemed to have elected to tender
all shares credited to the shareholder's account under the Dividend Reinvestment
Plan at the lowest price specified in such Letters of Transmittal. If the
shareholder is an odd lot holder and desires to have all of the shareholder's
shares purchased, the box entitled "Odd Lots" must also be completed. See
Instruction 10.
If a shareholder tenders shares held in the Dividend Reinvestment Plan, all
such shares credited to such shareholder's account(s), including fractional
shares, will be tendered, unless otherwise specified above in the box entitled
"Dividend Reinvestment Plan Shares." In the event that the item "Dividend
Reinvestment Plan Shares" is not completed, no shares held in the tendering
shareholder's account will be tendered.
PAYER'S NAME: EQUISERVE TRUST COMPANY, N.A.
<TABLE>
<S> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------
SUBSTITUTE ---------------------
FORMW-9 PART 1: PLEASE PROVIDE YOUR CORRECT TIN IN THE BOX AT SOCIAL SECURITY NUMBER
RIGHT AND CERTIFY BY SIGNING AND DATING BELOW: OR EMPLOYER
IDENTIFICATION NUMBER
----------------------------------------------------------------------------------------
PAYER'S REQUEST FOR ----------------------------------------------------- PART 3
TAXPAYER NAME (PLEASE PRINT) AWAITING [ ]
IDENTIFICATION NUMBER (TIN) TIN
-----------------------------------------------------
ADDRESS
-----------------------------------------------------
CITY STATE ZIP CODE
----------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C> <C>
PART 2: FOR PAYEES EXEMPT FROM BACKUP WITHHOLDING, SEE THE ENCLOSED GUIDELINES
CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE IRS FORM W-9 COMPLETE
AS INSTRUCTED THEREIN.
PART 3: CERTIFICATION -- UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT (1) THE
NUMBER SHOWN ON THIS FORM IS MY CORRECT TAXPAYER IDENTIFICATION NUMBER (OR I AM
WAITING FOR A NUMBER TO BE ISSUED TO ME) AND EITHER (A) I HAVE MAILED AN APPLICATION
TO RECEIVE A TAXPAYER IDENTIFICATION NUMBER TO THE IRS CENTER OR SOCIAL SECURITY
ADMINISTRATION OFFICE OR (B) I INTEND TO MAIL OR DELIVER AN APPLICATION IN THE NEAR
FUTURE AND (2) I AM NOT SUBJECT TO BACKUP WITHHOLDING BECAUSE: (A) I AM EXEMPT FROM
BACKUP WITHHOLDING; OR (B) I HAVE NOT BEEN NOTIFIED BY THE IRS THAT I AM SUBJECT TO
WITHHOLDING AS A RESULT OF A FAILURE TO REPORT ALL INTEREST; OR (C) THE IRS HAS
NOTIFIED ME THAT I AM NO LONGER SUBJECT TO WITHHOLDING. CERTIFICATION
INSTRUCTION -- YOU MUST CROSS OUT ITEM (2) IF YOU HAVE BEEN NOTIFIED BY THE IRS THAT
YOU ARE CURRENTLY SUBJECT TO WITHHOLDING BECAUSE OF UNDERREPORTING INTEREST OR
DIVIDENDS OR YOUR TAX.
SIGNATURE __________ DATE __________ , 2000
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW
THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
14
<PAGE> 15
IMPORTANT: This Letter of Transmittal, properly completed and duly executed,
together with certificates representing shares being tendered or confirmation of
book-entry transfer and all other required documents, or a Notice of Guaranteed
Delivery must be received prior to the expiration of the offer. SHAREHOLDERS ARE
ENCOURAGED TO RETURN A COMPLETED SUBSTITUTE FORM W-9 AS PART OF THEIR LETTER OF
TRANSMITTAL.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE
BOX IN PART 2 OF SUBSTITUTE FORM W-9
<TABLE>
<S> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I CERTIFY UNDER PENALTIES OF PERJURY THAT A TAXPAYER IDENTIFICATION NUMBER HAS NOT BEEN ISSUED TO ME, AND
EITHER (A) I HAVE MAILED OR DELIVERED AN APPLICATION TO RECEIVE A TAXPAYER IDENTIFICATION NUMBER TO THE
APPROPRIATE INTERNAL REVENUE SERVICE CENTER OR SOCIAL SECURITY ADMINISTRATION OFFICE OR (B) I INTEND TO MAIL
OR DELIVER AN APPLICATION IN THE NEAR FUTURE. I UNDERSTAND THAT IF I DO NOT PROVIDE A TAXPAYER IDENTIFICATION
NUMBER WITHIN SIXTY (60) DAYS, 31% OF ALL REPORTABLE PAYMENTS MADE TO ME THEREAFTER WILL BE WITHHELD UNTIL I
PROVIDE A NUMBER.
</TABLE>
<TABLE>
<S> <C> <C> <C>
------------------------------------------------------------------- ------------------------------, 2000
Signature Date
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
15
<PAGE> 16
The Information Agent for the offer is:
CORPORATE INVESTOR COMMUNICATIONS, INC.
111 Commerce Road
Carlstadt, NJ 07072
Call Toll Free: (877) 977-6197
Banks and Brokerage Firms,
Please Call: (800) 346-7885
The Dealer Manager for the offer is:
MERRILL LYNCH & CO.
World Financial Center
South Tower
New York, New York 10281
(212) 236-3790 (call collect)
<PAGE> 1
EXHIBIT (A)(1)(C)
SHAW INDUSTRIES, INC.
NOTICE OF GUARANTEED DELIVERY OF SHARES OF COMMON STOCK
(INCLUDING ASSOCIATED SERIES A PREFERRED STOCK PURCHASE RIGHTS)
This Notice of Guaranteed Delivery, or one substantially in the form
hereof, must be used to accept the offer if certificates evidencing shares of
common stock, without par value, of Shaw Industries, Inc., a Georgia
corporation, are not immediately available, or if the procedure for book-entry
transfer described in the Offer to Purchase dated March 13, 2000 and the related
Letter of Transmittal which, as amended or supplemented from time to time,
together constitute the offer, cannot be completed on a timely basis or time
will not permit all required documents, including a properly completed and duly
executed Letter of Transmittal, to reach the Depositary prior to the expiration
of the offer.
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET
FORTH BELOW OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE TRANSMISSION OTHER
THAN AS SET FORTH BELOW WILL NOT CONSTITUTE A VALID DELIVERY. DELIVERIES TO SHAW
WILL NOT BE FORWARDED TO THE DEPOSITARY AND THEREFORE WILL NOT CONSTITUTE VALID
DELIVERY. DELIVERIES TO THE DEPOSITORY TRUST COMPANY WILL NOT CONSTITUTE VALID
DELIVERY TO THE DEPOSITARY.
DEPOSITARY: EQUISERVE TRUST COMPANY, N.A.
<TABLE>
<S> <C> <C>
By Registered or Certified Mail: By Overnight Courier: By Hand Delivery:
EquiServe Trust EquiServe Trust Securities Transfer & Reporting Services, Inc.
Company, N.A. Company, N.A. c/o EquiServe Trust Company, N.A.
Attn: Corporate Actions Attn: Corporate Actions 100 Williams St., Galleria
P.O. Box 9573 40 Campanelli Drive New York, NY 10038
Boston, MA 02205-9573 Braintree, MA 02184
</TABLE>
By Facsimile Transmission:
(781)575-4826
Confirm by Telephone:
(781)575-4816
THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF
A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN
ELIGIBLE INSTITUTION (AS DEFINED IN THE LETTER OF TRANSMITTAL) UNDER THE
INSTRUCTIONS TO THE LETTER OF TRANSMITTAL, THE SIGNATURE GUARANTEE MUST APPEAR
IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF
TRANSMITTAL.
<PAGE> 2
Ladies and Gentlemen:
The undersigned hereby tenders to Shaw at the price per share indicated in
this Notice of Guaranteed Delivery, upon the terms and subject to the conditions
set forth in the Offer to Purchase and the related Letter of Transmittal,
receipt of which is hereby acknowledged, the number of shares specified below
pursuant to the guaranteed delivery procedure set forth in Section 3 of the
Offer to Purchase.
PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED.
CHECK ONLY ONE BOX.
IF MORE THAN ONE BOX IS CHECKED OR IF NO BOX IS CHECKED,
THERE IS NO PROPER TENDER OF SHARES
(SHAREHOLDERS WHO DESIRE TO TENDER SHARES AT MORE THAN ONE PRICE MUST
COMPLETE A SEPARATE LETTER OF TRANSMITTAL FOR EACH PRICE AT WHICH SHARES
ARE TENDERED.)
<TABLE>
<S> <C> <C> <C> <C>
[ ] $11.50 [ ] $12.00 [ ] $12.50 [ ] $13.00 [ ] $13.50
[ ] $11.75 [ ] $12.25 [ ] $12.75 [ ] $13.25
</TABLE>
SHARES TENDERED AT PRICE DETERMINED UNDER THE TENDER OFFER
[ ] The undersigned wants to maximize the chance of having Shaw
purchase all of the shares the undersigned is tendering
(subject to the possibility of proration). Accordingly, by
checking THIS BOX INSTEAD OF ONE OF THE PRICE BOXES ABOVE,
the undersigned hereby tenders shares and is willing to
accept the purchase price determined by Shaw in accordance
with the terms of the tender offer. This action could result
in receiving a price per share as low as $11.50.
ODD LOTS
To be completed ONLY if the shares are being tendered by or on behalf
of a person owning beneficially or of record an aggregate of fewer than 100
shares, including any shares held in the Dividend Reinvestment Plan. The
undersigned either (check one box):
[ ] is the beneficial or record owner of an aggregate of fewer than
100 shares, all of which are being tendered; or
[ ] is a broker, dealer, commercial bank, trust company, or other
nominee that (a) is tendering for the beneficial owner(s)
thereof, shares with respect to which it is the record holder,
and (b) believes, based upon representations made to it by such
beneficial owner(s), that each such person is the beneficial
owner of an aggregate of fewer than 100 shares and is tendering
all of such shares.
In addition, the undersigned is tendering shares either (check one
box):
[ ] at the price per share indicated below under "Price (In Dollars)
Per Share At Which Shares Are Being Tendered."
OR
[ ] at the purchase price, as the same shall be determined by Shaw in
accordance with the terms of the offer (persons checking this box
need not indicate the price per share below);
ODD LOT SHARES CANNOT BE CONDITIONALLY TENDERED
2
<PAGE> 3
CONDITIONAL TENDER
[ ] A tendering shareholder may condition his or her tender of shares upon
Shaw purchasing a specified minimum number of the shares tendered, all
as described in the Offer to Purchase, particularly in Section 6.
Unless at least that minimum number of shares you indicate below is
purchased by Shaw pursuant to the terms of the offer, none of the
shares tendered will be purchased. It is the tendering shareholder's
responsibility to calculate that minimum number of shares that must be
purchased if any are purchased, and each shareholder is urged to
consult his or her own tax advisor. Unless this box has been checked
and a minimum specified, the tender will be deemed unconditional.
Minimum number of shares to be sold:
------------------------
3
<PAGE> 4
(PLEASE TYPE OR PRINT)
CERTIFICATE NOS. (IF AVAILABLE)
- ------------------------------------------------------
- ------------------------------------------------------
NAME(S)
- ------------------------------------------------------
ADDRESS(ES)
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
AREA CODE(S) AND TELEPHONE NUMBER(S)
SIGN HERE
- ------------------------------------------------------
SIGNATURE(S)
Dated:
------------------------------------------, 2000
If shares will be tendered by book-entry
transfer please provide account number:
- ------------------------------------------------------
- ------------------------------------------------------
4
<PAGE> 5
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a bank, broker, dealer, credit union, savings association
or other entity which is a member in good standing of the Securities Transfer
Agents Medallion Program or a bank, broker, dealer, credit union, savings
association or other entity which is an "eligible guarantor institution," as
that term is defined in Rule 17Ad-15 promulgated under the Securities Exchange
Act of 1934, as amended (each of the foregoing constituting an "Eligible
Institution"), guarantees the delivery to the Depositary of the shares tendered,
in proper form for transfer, or a confirmation that the shares tendered have
been delivered pursuant to the procedure for book-entry transfer described in
the Offer to Purchase into the Depositary's account at the Depository Trust
Company, together with a properly completed and duly executed Letter of
Transmittal, and any other required documents, all within three New York Stock
Exchange trading days of this date.
The Eligible Institution that completes this form must communicate the
guarantee to the Depositary and must deliver the Letter of Transmittal and
certificates representing shares to the Depositary within the time period set
forth herein. Failure to do so could result in a financial loss to the Eligible
Institution.
- ------------------------------------------------------
AUTHORIZED SIGNATURE
- ------------------------------------------------------
(NAME PLEASE PRINT)
- ------------------------------------------------------
(TITLE)
- ------------------------------------------------------
NAME OF FIRM
- ------------------------------------------------------
ADDRESS
- ------------------------------------------------------
- ------------------------------------------------------
(INCLUDING ZIP CODE)
- ------------------------------------------------------
AREA CODE AND TELEPHONE NUMBER
Date:
------------------------------------------ , 2000
DO NOT SEND CERTIFICATES WITH THIS FORM. CERTIFICATES FOR SHARES SHOULD
BE SENT WITH THE LETTER OF TRANSMITTAL.
5
<PAGE> 1
EXHIBIT (A)(1)(D)
MERRILL LYNCH & CO.
WORLD FINANCIAL CENTER
SOUTH TOWER
NEW YORK, NEW YORK 10281
SHAW INDUSTRIES, INC.
OFFER TO PURCHASE FOR CASH UP TO 12,000,000 SHARES OF ITS COMMON STOCK
(INCLUDING ASSOCIATED SERIES A PARTICIPATING PREFERRED STOCK PURCHASE RIGHTS)
AT A PURCHASE PRICE NOT IN EXCESS OF $13.50
NOR LESS THAN $11.50 PER SHARE
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW
YORK CITY TIME, ON FRIDAY, APRIL 7, 2000, UNLESS THE OFFER IS EXTENDED.
To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:
Shaw Industries, Inc., a Georgia corporation, has appointed us to act as
Dealer Manager in connection with its offer to purchase for cash up to
12,000,000 shares (or such lesser number of shares as are properly tendered) of
its common stock, including the associated rights to purchase preferred stock,
at a price not in excess of $13.50 nor less than $11.50 per share, as specified
by tendering shareholders, upon the terms and subject to the conditions set
forth in its Offer to Purchase, dated March 13, 2000, and in the related Letter
of Transmittal.
Shaw will determine a single per share price that it will pay for shares
properly tendered and not properly withdrawn pursuant to the offer, taking into
account the number of shares so tendered and the prices specified by tendering
shareholders. Shaw will select the lowest purchase price that will allow it to
purchase up to 12,000,000 shares (or such lesser number of shares as are
properly tendered and not withdrawn) at a price not in excess of $13.50 nor less
than $11.50 per share. In determining which shares it will acquire by means of
the modified "Dutch Auction." Shaw will add the shares tendered by those
shareholders who have indicated their willingness to accept the price determined
in the offer to those shares tendered at $11.50. Accordingly, shares tendered at
the price determined in the offer will be treated the same as shares tendered at
$11.50. No separate consideration will be paid for the preferred stock purchase
rights. All shares properly tendered at prices at or below the purchase price
and not properly withdrawn will be purchased at the purchase price, subject to
the conditions of the offer, including the proration, odd lot priority and
conditional tender provisions. Shares tendered at prices greater than the
purchase price and not properly withdrawn and shares not purchased because of
proration or conditional tenders, will be returned at Shaw's expense promptly
after the expiration of the offer. All shares acquired in the offer will be
acquired at the purchase price. Shaw reserves the right, in its sole discretion,
to purchase more than 12,000,000 shares pursuant to the offer. See Sections 1
and 15 of the Offer to Purchase.
If, prior to the expiration of the offer, more than 12,000,000 shares (or
such greater number of shares as Shaw may elect to purchase) are properly
tendered and not properly withdrawn, Shaw will purchase shares first from odd
lot holders who properly tender their shares at or below the purchase price and
then on a pro rata basis from all other shareholders whose shares are properly
tendered at or below the purchase price and not withdrawn. If any shareholder
tenders shares and does not wish to have the shares purchased subject to
proration, the shareholder may tender shares subject to the condition that a
specified minimum number of shares (which may be represented by designated stock
certificates) be purchased. See Sections 1, 3 and 6 of the Offer to Purchase.
The offer is not conditioned on any minimum number of shares being
tendered. The offer is, however, subject to certain other conditions. See
Section 7 of the Offer to Purchase.
For your information and for forwarding to your clients for whom you hold
shares registered in your name or in the name of your nominee, we are enclosing
the following documents:
1. Offer to Purchase, dated March 13, 2000;
2. Letter to Clients which may be sent to your clients for whose
accounts you hold shares registered in your name or in the name of your
nominee, with space provided for obtaining such clients' instructions with
regard to the offer;
3. Letter, dated March 13, 2000, from Robert E. Shaw, Chairman of the
Board and Chief Executive Officer of Shaw, to shareholders of Shaw;
4. Letter of Transmittal for your use and for the information of your
clients (including a Substitute Form W-9); and
<PAGE> 2
5. Notice of Guaranteed Delivery to be used to accept the offer if the
share certificates and all other required documents cannot be delivered to
the Depositary by the expiration of the offer or if the procedure for
book-entry transfer cannot be completed on a timely basis.
6. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 providing information relating to back up Federal
income tax withholding.
7. A return envelope addressed to EquiServe Trust Company, N.A., the
Depositary.
We urge you to contact your clients as promptly as possible. The offer,
proration period and withdrawal rights will expire at 12:00 midnight, New York
City time, on Friday, April 7, 2000, unless the offer is extended.
No fees or commissions will be payable to brokers, dealers or any person
for soliciting tenders of shares pursuant to the offer other than fees paid to
the Dealer Manager, the Information Agent or the Depositary as described in the
Offer to Purchase. However, a tendering shareholder who holds shares with such
shareholder's custodian may be required by such custodian to pay a service
charge or other fee. Shaw will, however, upon request, reimburse you for
customary mailing and handling expenses incurred by you in forwarding any of the
enclosed materials to the beneficial owners of shares held by you as a nominee
or in a fiduciary capacity. Shaw will pay or cause to be paid any stock transfer
taxes applicable to its purchase of shares, except as otherwise provided in
Instruction 9 of the Letter of Transmittal.
In order to take advantage of the offer, a duly executed and properly
completed Letter of Transmittal and any other required documents should be sent
to the Depositary with either certificate(s) representing the tendered shares or
confirmation of their book-entry transfer all in accordance with the
instructions set forth in the Letter of Transmittal and the Offer to Purchase.
As described in Section 3, "The Offer-Procedures for Tendering Shares," of
the Offer to Purchase, tenders may be made without the concurrent deposit of
stock certificates or concurrent compliance with the procedure for book-entry
transfer, if such tenders are made by bank, broker, dealer, credit union,
savings association or other entity which is a member in good standing of the
Securities Transfer Agents Medallion Program or a bank, broker, dealer, credit
union, savings association or other entity which is an "eligible guarantor
institution," as the term is defined in Rule 17Ad-15 under the Securities
Exchange Act of 1934, as amended. Certificates for shares so tendered (or a
confirmation of a book-entry transfer of such shares into the Depositary's
account at The Depository Trust Company), together with a properly completed and
duly executed Letter of Transmittal and any other documents required by the
Letter of Transmittal, must be received by the Depositary within three New York
Stock Exchange trading days after timely receipt by the Depositary of a properly
completed and duly executed Notice of Guaranteed Delivery.
Any inquiries you may have with respect to the offer should be addressed to
Merrill Lynch & Co. or to the Information Agent at their respective addresses
and telephone numbers set forth on the back cover page of the Offer to Purchase.
Additional copies of the enclosed material may be obtained from the
Information Agent at (800) 346-7885 (for banks and brokerage firms) and (877)
977-6197 (for all others).
Very truly yours,
MERRILL LYNCH & CO.
Enclosures
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR
ANY OTHER PERSON AS AN AGENT OF SHAW OR ANY OF ITS AFFILIATES, THE DEALER
MANAGER, THE INFORMATION AGENT OR THE DEPOSITARY, OR AUTHORIZE YOU OR ANY OTHER
PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN
CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE
STATEMENTS CONTAINED THEREIN.
2
<PAGE> 1
EXHIBIT (A)(1)(E)
SHAW INDUSTRIES, INC.
OFFER TO PURCHASE FOR CASH UP TO 12,000,000 SHARES OF ITS COMMON STOCK
(INCLUDING ASSOCIATED SERIES A PARTICIPATING PREFERRED STOCK PURCHASE RIGHTS)
AT A PURCHASE PRICE NOT IN EXCESS OF $13.50
NOR LESS THAN $11.50 PER SHARE
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW
YORK CITY TIME, ON FRIDAY, APRIL 7, 2000, UNLESS THE OFFER IS EXTENDED.
To Our Clients:
Enclosed for your consideration are the Offer to Purchase, dated March 13,
2000, and the related Letter of Transmittal in connection with the offer by Shaw
Industries, Inc., a Georgia corporation, to purchase up to 12,000,000 shares (or
such lesser number of shares as are properly tendered) of its common stock,
including the associated rights to purchase preferred stock, at a price not in
excess of $13.50 nor less than $11.50 per share, net to the seller in cash,
without interest, as specified by tendering shareholders, upon the terms and
subject to the conditions set forth in the offer.
Shaw will determine a single per share price that it will pay for shares
properly tendered taking into account the number of shares tendered and the
prices specified by tendering shareholders. Shaw will select the lowest purchase
price that will allow it to buy 12,000,000 shares or, if a lesser number of
shares are properly tendered, all shares that are properly tendered. In
determining which shares it will acquire by means of the modified "Dutch
Auction," Shaw will add the shares tendered by those shareholders who have
indicated their willingness to accept the price determined in the offer to those
shares tendered at $11.50. Accordingly, shares tendered at the price determined
in the offer will be treated the same as shares tendered at $11.50. No separate
consideration will be paid for the preferred stock purchase rights. All shares
properly tendered at prices at or below the purchase price and not properly
withdrawn will be purchased at the purchase price, subject to the conditions of
the offer, including the proration, odd lot priority and conditional tender
provisions. Shares tendered at prices greater than the purchase price and not
properly withdrawn and shares not purchased because of proration or conditional
tenders will be returned at Shaw's expense promptly after the expiration of the
offer. All shares acquired in the offer will be acquired at the purchase price.
Shaw reserves the right, in its sole discretion, to purchase more than
12,000,000 shares pursuant to the offer. See Sections 1 and 15 of the Offer to
Purchase.
If, prior to the expiration of the offer, more than 12,000,000 shares, or
any greater number of shares as Shaw may elect to purchase, are properly
tendered and not properly withdrawn, Shaw will purchase shares first from odd
lot holders who properly tender their shares at or below the purchase price and
then, subject to the conditional tender provisions described in Section 6 of the
Offer to Purchase, on a pro rata basis from all other shareholders whose shares
are properly tendered at or below the purchase price and not withdrawn. If any
shareholder tenders shares and does not wish to have the shares purchased
subject to proration, the shareholder may tender shares subject to the condition
that a specified minimum number of shares (which may be represented by
designated stock certificates) be purchased. See Sections 1, 3 and 6 of the
Offer to Purchase.
We are the owner of record of shares held for your account. As such, we are
the only ones who can tender your shares, and then only pursuant to your
instructions. WE ARE SENDING YOU THE LETTER OF TRANSMITTAL FOR YOUR INFORMATION
ONLY; YOU CANNOT USE IT TO TENDER SHARES WE HOLD FOR YOUR ACCOUNT.
Please instruct us as to whether you wish us to tender any or all of the
shares we hold for your account on the terms and subject to the conditions of
the offer.
<PAGE> 2
Please note the following:
1. You may tender shares at prices not in excess of $13.50 nor less
than $11.50 per share as indicated in the attached Instruction Form, net to
you in cash, without interest, or you may agree to accept the purchase
price determined in the offer.
2. You may condition your tender of shares on Shaw purchasing all or a
minimum number of your shares.
3. You may designate the priority in which your shares shall be
purchased in the event of proration.
4. The offer is not conditioned upon any minimum number of shares
being tendered. However, this offer is subject to other conditions, as
described in the Offer to Purchase.
5. The offer, proration period and withdrawal rights will expire at
12:00 midnight, New York City time, on Friday, April 7, 2000, unless Shaw
extends the offer.
6. The offer is for 12,000,000 shares, constituting approximately 9.0%
of the shares outstanding as of February 29, 2000.
7. Tendering shareholders will not be obligated to pay any brokerage
fees or commissions, solicitation fees, or, subject to Instruction 9 of the
Letter of Transmittal, stock transfer taxes on Shaw's purchase of shares
pursuant to the offer. However, a tendering shareholder who holds shares
with the shareholder's custodian may be required by the custodian to pay a
service charge or other fee.
8. If you beneficially own an aggregate of fewer than 100 shares, and
you instruct us to tender on your behalf all such shares at or below the
purchase price prior to the expiration of the offer and complete the item
captioned "Odd Lots" in the attached Instruction Form, Shaw, upon the terms
and subject to the conditions of the offer, will accept all such shares for
purchase before proration, if any, of the purchase of other shares properly
tendered at or below the purchase price.
9. If you wish to tender portions of your shares at different prices,
you must complete a separate Instruction Form for each price at which you
wish to tender each such portion of your shares. We must submit separate
Letters of Transmittal on your behalf for each price you will accept.
If you wish to have us tender any or all of your shares, please so instruct
us by completing, executing and returning to us the attached Instruction Form.
An envelope to return your Instruction Form to us is enclosed. If you authorize
us to tender your shares, we will tender all such shares unless you specify
otherwise on the attached Instruction Form.
YOUR INSTRUCTION FORM SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US
TO SUBMIT A TENDER ON YOUR BEHALF ON OR BEFORE THE EXPIRATION OF THE OFFER. THE
OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON FRIDAY, APRIL 7, 2000, UNLESS SHAW EXTENDS THE OFFER.
As described in Section 1 of the Offer to Purchase, if more than 12,000,000
shares have been properly tendered at prices at or below the purchase price
selected by Shaw and not properly withdrawn prior to the expiration of the
offer, Shaw will purchase properly tendered shares in the following order of
priority:
(a) First, Shaw will purchase all shares properly tendered and not
withdrawn prior to the expiration of the offer by any odd lot holder who:
(1) tenders all shares beneficially owned by the odd lot holder at
a price at or below the selected purchase price (tenders of less than
all shares owned by such shareholder will not qualify for this
preference); and
(2) completes the box captioned "Odd Lots" on the Letter of
Transmittal and, if applicable, on the Notice of Guaranteed Delivery;
and
2
<PAGE> 3
(b) Second, after the purchase of all of the shares properly tendered
by odd lot holders, subject to the conditional tender provisions described
in Section 6 of the Offer to Purchase, Shaw will purchase all other shares
tendered properly at prices at or below the selected purchase price
properly on a pro rata basis.
Consequently, all of the shares that you tender in the offer may not be
purchased even if you tendered shares at prices at or below the purchase price.
You may condition your tender on Shaw purchasing a minimum number of your
tendered shares. In such case, if as a result of the preliminary proration
provisions in the Offer to Purchase, Shaw would purchase less than such minimum
number of your shares, then Shaw will not purchase any of your shares, except as
provided in the next sentence. In such case, if as a result of shares
conditionally tendered not being purchased the total number of shares that would
have been purchased is less than 12,000,000, Shaw will select, by random lot,
shares for purchase from shareholders who conditionally tendered shares for
which the condition, based on a preliminary proration, has not been satisfied.
See Section 1 of the Offer to Purchase.
The offer is being made solely pursuant to the Offer to Purchase and the
related Letter of Transmittal and is being made to all record holders of shares
of common stock of Shaw. Shaw is not aware of any state where the making of the
offer is prohibited by administrative or judicial action pursuant to a valid
state statute. If Shaw becomes aware of any valid state statute prohibiting the
making of the offer, Shaw will make a good faith effort to comply with such
statute. If, after such good faith effort, Shaw cannot comply with such statute,
the offer will not be made to, nor will tenders be accepted from or on behalf
of, holders of shares in such state. In those jurisdictions whose securities,
blue sky or other laws require the offer to be made by a licensed broker or
dealer, the offer shall be deemed to be made on behalf of Shaw by the Dealer
Manager for the offer or one or more registered brokers or dealers licensed
under the laws of such jurisdictions.
3
<PAGE> 4
INSTRUCTION FORM
FOR TENDER OF SHARES OF
SHAW INDUSTRIES, INC.
Please tender to Shaw Industries, Inc., on (our) (my) behalf, the number of
shares indicated below, which are beneficially owned by (us) (me) and registered
in your name, upon the terms and subject to the conditions contained in the
Offer to Purchase of Shaw dated March 13, 2000, and the related Letter of
Transmittal, the receipt of both of which is acknowledged.
NUMBER OF SHARES TO BE TENDERED:_______________ SHARES*
* Unless otherwise indicated, it will be assumed that all shares held by us for
your benefit are to be tendered.
PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED
CHECK ONLY ONE BOX.
IF MORE THAN ONE BOX IS CHECKED OR IF NO BOX IS CHECKED,
THERE IS NO PROPER TENDER OF SHARES
(Shareholders who desire to tender shares at more than one price must
complete a separate Instruction Form for each price at which shares are
tendered.)
[ ] $11.50 [ ] $12.00 [ ] $12.50 [ ] $13.00 [ ] $13.50
[ ] $11.75 [ ] $12.25 [ ] $12.75 [ ] $13.25
SHARES TENDERED AT PRICE DETERMINED UNDER THE TENDER OFFER
[ ] The undersigned wants to maximize the chance of having Shaw purchase all
of the shares the undersigned is tendering (subject to the possibility of
proration). Accordingly, by checking THIS BOX INSTEAD OF ONE OF THE PRICE
BOXES ABOVE, the undersigned hereby tenders shares and is willing to
accept the purchase price determined by Shaw in accordance with the terms
of the tender offer. This action could result in receiving a price per
share as low as $11.50.
<PAGE> 5
ODD LOTS
To be completed ONLY if the shares are being tendered by or on behalf
of a person owning beneficially or of record an aggregate of fewer than
100 shares, including any shares held in the Dividend Reinvestment Plan.
The undersigned either (check one box):
[ ] is the beneficial or record owner of an aggregate of fewer than 100
shares, all of which are being tendered;
OR
[ ] is a broker dealer, commercial bank, trust company, or other nominee
that (a) is tendering for the beneficial owner(s) thereof, shares
with respect to which it is the record holder and (b) believes, based
upon representations made to it by such beneficial owner(s), that
each such person is the beneficial owner of an aggregate of fewer
than 100 shares and is tendering all of such shares.
In addition, the undersigned is tendering shares either (check one box):
[ ] at the price per share indicated below under "Price (in Dollars) Per
Share At Which Shares Are Being Tendered."
OR
[ ] at the purchase price, as the same shall be determined by Shaw in
accordance with the terms of the offer (persons checking this box
need not indicate the price per share below);
ODD LOT SHARES CANNOT BE CONDITIONALLY TENDERED
CONDITIONAL TENDER
[ ] A tendering shareholder may condition his or her tender of shares
upon Shaw purchasing a specified minimum number of shares tendered,
all as described in the Offer to Purchase, particularly in Section
6. Unless at least that minimum number of shares you indicate below
is purchased by Shaw pursuant to the terms of the offer, none of the
shares tendered will be purchased. It is the tendering shareholder's
responsibility to calculate that minimum number of shares that must
be purchased if any are purchased, and each shareholder is urged to
consult his or her own tax advisor. Unless this box has been checked
and a minimum specified, the tender will be deemed unconditional.
Minimum number of shares to be sold: ___________________________________.
<PAGE> 6
THE METHOD OF DELIVERY OF THIS DOCUMENT IS AT THE OPTION AND RISK OF THE
TENDERING SHAREHOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN
RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT
TIME SHOULD BE ALLOWED TO ASSURE DELIVERY.
SHAW'S BOARD OF DIRECTORS HAS AUTHORIZED THE OFFER. HOWEVER, NEITHER SHAW NOR
ITS BOARD OF DIRECTORS MAKES 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.
- ------------------------------------------------------
- ------------------------------------------------------
SIGNATURE(S)
- ------------------------------------------------------
PLEASE TYPE OR PRINT NAME(S)
- ------------------------------------------------------
- ------------------------------------------------------
(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)
- ------------------------------------------------------
- ------------------------------------------------------
ADDRESS
- ------------------------------------------------------
(INCLUDING ZIP CODE)
- ------------------------------------------------------
AREA CODE AND TELEPHONE NUMBER
Date:
- ----------------------------------------, 2000
<PAGE> 1
EXHIBIT (A)(1)(F)
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE IRS FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYER. -- Social security numbers have nine digits separated by two hyphens:
i.e., 000-00-0000. Employer identification numbers have nine digits separated by
only one hyphen: i.e. 00-0000000. The table below will help determine the number
to give the payer.
<TABLE>
<CAPTION>
- -----------------------------------------------------------
GIVE THE TAXPAYER
IDENTIFICATION
FOR THIS TYPE OF ACCOUNT: NUMBER OF--
- -----------------------------------------------------------
<S> <C>
1. An individual's account The individual
2. Two or more individuals (joint The actual owner of
account) the account or, if
combined funds, any
one of the
individuals(1)
3. Husband and wife (joint The actual owner of
account) the account or, if
joint funds, either
person(1)
4. Custodian account of a minor The minor(2)
(Uniform Gift to Minors Act)
5. Adult and minor (joint The adult or, if the
account) minor is the only
contributor, the
minor(1)
6. Account in the name of The ward, minor, or
guardian or committee for a incompetent person(3)
designated ward, minor, or
incompetent person
7. a. The usual revocable savings The grantor-
trust account (grantor is trustee(1)
also trustee)
b. So-called trust account The actual owner(1)
that is not a legal or valid
trust under State law
8. Sole proprietorship account The owner(4)
- -----------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------
GIVE THE TAXPAYER
IDENTIFICATION
FOR THIS TYPE OF ACCOUNT: NUMBER OF--
- -----------------------------------------------------------
<C> <S> <C>
9. A valid trust, estate or The legal entity (Do
pension trust not furnish the
identifying number of
the personal
representative or
trustee unless the
legal entity itself is
not designated in the
account title.)(5)
10. Corporate account The corporation
11. Religious, charitable, or The organization
educational organization
account
12. Partnership account held in The partnership
the name of the business
13. Association, club, or other The organization
tax-exempt organization
14. A broker or registered nominee The broker or nominee
15. Account with the Department of The public entity
Agriculture in the name of a
public entity such as a State
or local government, school
district, or prison) that
receives agricultural program
payments
- -----------------------------------------------------------
</TABLE>
(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Circle the ward's, minor's or incompetent person's name and furnish such
person's social security number.
(4) Show the name of the owner.
(5) List first and circle the name of the legal trust, estate, or pension trust.
NOTE: If no name is circled when there is more than one name, the number will be
considered to be that of the first name listed.
<PAGE> 2
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE IRS FORM W-9
PAGE 2
OBTAINING A NUMBER
If you do not have a taxpayer identification number or you do not know your
number, obtain Form SS-5, Application for a Social Security Number Card, or Form
SS-4, Application for Employer Identification Number, at the local office of the
Social Security Administration or the Internal Revenue Service and apply for a
number.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from backup withholding on ALL payments include the
following:
- A corporation.
- An organization exempt from tax under section 501(a), or an individual
retirement arrangement (IRA) or custodial account under section 403(b)(7).
- The United States or any of its agencies or instrumentalities.
- A state, the District of Columbia, a possession of the United States, or any
political subdivisions or instrumentalities.
- A foreign government, or any of its political subdivisions, agencies or
instrumentalities.
- An international organization or any of its agencies or instrumentalities.
- A foreign central bank of issue.
- A dealer in securities or commodities required to register in the U.S. or a
possession of the U.S.
- A futures commission merchant registered with the Commodity Futures Trading
Commission.
- A real estate investment trust.
- An entity registered at all times during the tax year under the Investment
Company Act of 1940.
- A common trust fund operated by a bank under section 584(a).
- A financial institution.
- A middleman known in the investment community as a nominee or listed in the
most recent publication of the American Society of Corporate Secretaries,
Inc., Nominee List.
- A trust exempt from tax under section 664 or described in section 4947.
Payments of dividends and patronage dividends not generally subject to backup
withholding include the following:
- Payments to nonresident aliens subject to withholding under section 1441.
- Payments to partnerships not engaged in a trade or business in the U.S. and
which have at least one nonresident partner.
- Payments of patronage dividends where the amount received is not paid in
money.
- Payments made by certain foreign organizations.
- Payments made to a nominee.
- Payments of interest not generally subject to backup withholding include the
following:
- Payments of interest on obligations issued by individuals. Note: You may be
subject to backup withholding if this interest is $600 or more and is paid
in the course of the payer's trade or business and you have not provided
your correct taxpayer identification number to the payer.
- Payments of tax-exempt interest (including exempt-interest dividends under
section 852).
- Payments described in section 6049(b)(5) to non-resident aliens.
- Payments on tax-free covenant bonds under section 1451.
- Payments made by certain foreign organizations.
- Payments made to a nominee.
Exempt payees described above should file Form W-9 to avoid possible erroneous
backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER
IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, AND RETURN IT TO
THE PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO
SIGN AND DATE THE FORM.
Certain payments other than interest, dividends, and patronage dividends that
are not subject to information reporting are also not subject to backup
withholding. For details, see the regulations under sections 6041, 6041A(a),
6042, 6045, 6049, 6050A, and 6050N.
PRIVACY ACT NOTICE -- Section 6109 requires most recipients of dividend,
interest, or other payments to give taxpayer identification numbers to payers
who must report the payments to IRS. The IRS uses the numbers for identification
purposes. Payers must be given the numbers whether or not recipients are
required to file tax returns. Payers must generally withhold 31% of taxable
interest, dividend, and certain other payments to a payee who does not furnish a
taxpayer identification number to a payer. Certain penalties may also apply.
PENALTIES
(1) PENALTIES FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER. -- If you
fail to furnish your taxpayer identification number to a payer, you are subject
to a penalty of $50 for each such failure unless your failure is due to
reasonable cause and not to willful neglect.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. -- If you
make a false statement with no reasonable basis which results in no imposition
of backup withholding, you are subject to a penalty of $500.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION. -- Falsifying certifications or
affirmations may subject you to criminal penalties including fines and/or
imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX
CONSULTANT OR THE INTERNAL REVENUE SERVICE.
<PAGE> 1
EXHIBIT (A)(1)(G)
SHAW INDUSTRIES, INC.
OFFER TO PURCHASE FOR CASH UP TO 12,000,000 SHARES OF ITS COMMON STOCK
(INCLUDING THE ASSOCIATED SERIES A PARTICIPATING PREFERRED STOCK PURCHASE
RIGHTS)
AT A PURCHASE PRICE NOT IN EXCESS OF $13.50
NOR LESS THAN $11.50 PER SHARE
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON FRIDAY, APRIL 7, 2000, UNLESS THE OFFER IS EXTENDED.
To the Participants in the Shaw Industries, Inc.
Retirement Savings Plan (the "Retirement Savings Plan"):
Enclosed for your consideration are the Offer to Purchase, dated March 13,
2000, and the related Letter of Transmittal in connection with the offer by Shaw
Industries, Inc., a Georgia corporation, to purchase up to 12,000,000 shares of
its common stock, including the associated rights to purchase preferred stock,
at a price not in excess of $13.50 nor less than $11.50 per share, net to seller
in cash, without interest, as specified by tendering shareholders, upon the
terms and conditions set forth in the offer.
Price Per Share. Shaw will determine a single per share price that it will
pay for shares properly tendered taking into account the number of shares
tendered and the prices specified by tendering shareholders. Shaw will select
the lowest purchase price that will allow it to buy 12,000,000 shares or, if a
lesser number of shares are properly tendered, all shares properly tendered. All
shares properly tendered at prices at or below the purchase price and not
properly withdrawn will be purchased at the purchase price, subject to the
conditions of the offer, including the proration, odd lot priority and
conditional tender provisions. Shares tendered at prices greater than the
purchase price and not properly withdrawn and shares not purchased because of
proration or conditional tenders will be returned at Shaw's expense promptly
after the expiration of the offer. All shares acquired in the offer will be
acquired at the purchase price. See Section 1 and 15 of the Offer to Purchase.
Priority of Purchase of Shares. As described in Section 1 of the Offer to
Purchase, if more than 12,000,000 shares have been validly tendered at prices at
or below the purchase price selected by Shaw and not withdrawn on or prior to
the expiration of the offer, Shaw will purchase properly tendered shares in the
following order of priority:
(a) First, Shaw will purchase all shares properly tendered and not
withdrawn prior to the expiration of the offer by any "odd lot holder" (as
described in the Offer to Purchase) who:
(1) tenders all shares beneficially owned by the odd lot holder at
a price at or below the selected purchase price (tenders of less than
all shares owned by such shareholder will not qualify for this
preference); and
(2) completes the box captioned "Odd Lots" on the Letter of
Transmittal and, if applicable, on the Notice of Guaranteed Delivery;
and
(b) Second, after the purchase of all of the shares properly tendered
by odd lot holders, subject to the conditional tender provisions described
in Section 6 of the Offer to Purchase, Shaw will purchase all other shares
tendered properly at prices at or below the selected purchase price on a
pro rata basis.
Consequently, all of the shares that a shareholder tenders in the
offer may not be purchased even if they are tendered at prices at or below
the purchase price.
Shares Held in the Retirement Savings Plan. The Trustee of the Retirement
Savings Plan, State Street Bank and Trust Company, is the owner of record of the
shares held for your account in the Retirement Savings Plan. As such, it is the
only one who can tender your shares, and then only pursuant to your
instructions. We are sending you the Letter of Transmittal for your information;
however, you cannot use it to tender shares the Trustee holds in your account
under the Retirement Savings Plan. As discussed below, the
<PAGE> 2
Letter of Transmittal may be used for shares you hold separately from those
shares in your account under the Retirement Savings Plan.
WE CALL YOUR ATTENTION TO THE FOLLOWING:
1. You may tender shares at prices not in excess of $13.50 nor less
than $11.50 per share as indicated in the attached Instruction Form or you
may agree to accept the purchase price as determined in the offer.
2. You may tender your shares conditioned upon Shaw's purchasing all
or a minimum number of your shares.
3. The offer is not conditioned on any minimum number of shares being
tendered pursuant to the offer. The offer is, however, subject to other
conditions described in the Offer to Purchase. See Section 5 of the Offer
to Purchase.
4. The offer, proration period and withdrawal rights will expire at
midnight, New York City time, on Friday, April 7, 2000, unless Shaw extends
the offer. Participants in the Retirement Savings Plan must forward the
attached Instruction Form to the independent fiduciary appointed by Shaw.
This Instruction Form must be forwarded to the independent fiduciary at the
address listed on the Instruction Form by Tuesday, April 4, 2000 in order
to provide ample time to permit the independent fiduciary to instruct the
Trustee to submit a tender on your behalf.
5. The offer is for up to 12,000,000 shares, constituting
approximately 9.0% of the shares outstanding as of February 29, 2000.
6. Tendering shareholders will not be obligated to pay any brokerage
fees or commissions, solicitation fees or, subject to Instruction 9 of the
Letter of Transmittal, stock transfer taxes on Shaw's purchase of shares
pursuant to the offer.
7. If you beneficially held, on the date of tender, an aggregate of
fewer than 100 shares and you instruct the independent fiduciary to
instruct the Trustee to tender on your behalf all such shares at or below
the purchase price before the expiration of the offer and complete the box
captioned "Odd Lots" in the attached Instruction Form, Shaw will accept all
such shares for purchase before proration, if any, of the purchase of other
shares validly tendered at or below the purchase price.
8. If you are the beneficial owner of shares that you do not want to
be subject to proration, if any, if purchased pursuant to the offer, you
may direct the independent fiduciary to instruct the Trustee to tender such
shares on your behalf subject to the condition that at least a designated
minimum or none of the shares be purchased, by completing the box captioned
"Conditional Tenders." It is the beneficial owner's responsibility to
determine the minimum number of shares to be tendered.
9. If you wish to tender portions of your shares at different prices,
you must complete a separate Instruction Form for each price at which you
wish to tender each such portion of your shares.
Tendering Your Shares in the Retirement Savings Plan. If you wish to have
the Trustee tender any or all of your shares in the Retirement Savings Plan,
please so instruct the independent fiduciary accordingly by completing,
executing and returning to the independent fiduciary the attached Instruction
Form. The independent fiduciary will then instruct the Trustee to tender your
shares in accordance with your instructions. An envelope addressed to the
independent fiduciary to return your Instruction Form is enclosed. Do not return
the Instruction Form to Shaw. The Instruction Form must be returned to the
independent fiduciary who has been appointed as an independent fiduciary to keep
your instructions confidential. If you authorize the independent fiduciary to
instruct the Trustee to tender your shares in the Retirement Savings Plan, the
Trustee will tender all such shares unless you specify otherwise on the attached
Instruction Form. The independent fiduciary will aggregate all such tenders and
accordingly instruct the Trustee to execute the Letters of Transmittal on behalf
of all participants. If you tender any or all of your shares in the Retirement
Savings Plan, you will not receive cash in exchange for the shares. The proceeds
from your tendered shares
2
<PAGE> 3
will be reinvested in the Retirement Savings Plan according to your election.
You will be required to make a separate election regarding the proceeds of your
tendered shares.
Delivery of a Letter of Transmittal by a Retirement Savings Plan
participant of Retirement Savings Plan shares does not constitute proper tender
of Retirement Savings Plan shares. Proper tender of Retirement Savings Plan
shares can only be made by the Trustee, who is the record owner of such shares.
Your Instruction Form should be forwarded to the independent fiduciary by
Tuesday, April 4, 2000, in order to provide ample time to permit the independent
fiduciary to instruct the Trustee to submit a tender on your behalf on or before
the expiration date of the offer. The offer, proration period and withdrawal
rights expire at 12:00 midnight, New York City time, on Friday, April 7, 2000,
unless the offer is extended.
Keeping Your Shares in the Retirement Savings Plan. If you do not wish to
tender your shares held in the Retirement Savings Plan, you do not need to take
any action.
Tendering Shares NOT Held in the Retirement Savings Plan. If you desire to
tender shares, other than Retirement Savings Plan shares, you must properly
complete and duly execute a Letter of Transmittal for such shares and deliver
such Letter of Transmittal to the Depositary. THE TRUSTEE CANNOT INCLUDE
NON-RETIREMENT SAVINGS PLAN SHARES IN ITS LETTERS OF TRANSMITTAL.
The offer is being made solely pursuant to the Offer to Purchase and the
related Letter of Transmittal and is being made to all record holders of shares
of common stock of Shaw. Shaw is not aware of any state where the making to the
offer is prohibited by administrative or judicial action pursuant to a valid
state statute. If Shaw becomes aware of any valid state statute prohibiting the
making of the offer, Shaw will make a good faith effort to comply with such
statute. If, after such good faith effort, Shaw cannot comply with such statute,
the offer will not be made to, nor will tenders be accepted from or on behalf
of, holders of shares in such state. In those jurisdictions whose securities,
blue sky or other laws require the offer to be made by a licensed broker or
dealer, the offer shall be deemed to be made on behalf of Shaw by the Dealer
Manager for the offer or one or more registered brokers or dealers licensed
under the laws of such jurisdictions.
SHAW INDUSTRIES, INC.
Plan Administrator, Shaw Industries, Inc. Retirement Savings Plan
3
<PAGE> 4
INSTRUCTION FORM
SHAW INDUSTRIES, INC.
RETIREMENT SAVINGS PLAN
WITH RESPECT TO THE OFFER TO PURCHASE
FOR CASH UP TO 12,000,000 SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED SERIES A PARTICIPATING
PREFERRED STOCK PURCHASE RIGHTS)
OF SHAW INDUSTRIES, INC. AT A PURCHASE PRICE NOT IN
EXCESS OF $13.50 NOR LESS THAN $11.50 PER SHARE
BEFORE COMPLETING THIS FORM, PLEASE READ CAREFULLY THE ACCOMPANYING OFFER
TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL AND ALL OTHER ENCLOSED
MATERIALS.
<TABLE>
<S> <C> <C>
To: INDEPENDENT FIDUCIARY
RETIREMENT SAVINGS PLAN
-------------------------------------
-------------------------------------
From: -------------------------------------, Social Security
Retirement Savings Plan Number:
Participant ------------
Participant's
Address:
-------------------------------------
-------------------------------------
-------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
The undersigned acknowledges receipt of your letter, and the enclosed Offer
to Purchase, dated March 13, 2000, and the related Letter of Transmittal, in
connection with the offer by Shaw Industries, Inc., a Georgia corporation, to
purchase 12,000,000 shares of its common stock, including the associated rights
to purchase preferred stock, at a price not in excess of $13.50 nor less than
$11.50 per share, net to seller in cash without interest, on terms and subject
to conditions of the offer.
Shaw will determine a single per share price (not in excess of $13.50 nor
less than $11.50 per share) that it will pay for the shares properly tendered
pursuant to the offer, taking into account the number of shares tendered and the
prices specified by tendering shareholders. Shaw will purchase up to 12,000,000
shares or, if a lesser number of shares are properly tendered, all shares
properly tendered.
I hereby instruct the independent fiduciary appointed by Shaw to instruct
State Street Bank and Trust Company, as Trustee (the "Trustee") of the Shaw
Industries, Inc. Retirement Savings Plan, to tender to Shaw, in accordance with
the terms and subject to the conditions set forth in the Offer to Purchase,
dated March 13, 2000, and the related Letter of Transmittal, a copy of which I
have received and read, the indicated number of shares or, if no number is
indicated, all shares for the account of the undersigned, of Shaw's common stock
allocated to my Retirement Savings Plan account at a price per share indicated
below, and subject to the condition, if any, indicated in the box marked
"Conditional Tender," below upon the terms of the offer. I understand that my
instructions will be kept confidential from Shaw. Shaw will return shares
tendered at prices greater than the purchase price, any shares not purchased
because of proration and any shares not purchased because they were
conditionally tendered.
<PAGE> 5
<TABLE>
<S> <C> <C>
- ------------------------------------------------------
SIGNATURE BOX
Signature:
---------------------------------------
Dated:
---------------------------------------
Name and Address
(Please Print):
---------------------------------------
---------------------------------------
---------------------------------------
Area Code and
Telephone Number:
---------------------------------------
Social Security Number:
---------------------------------------
- ------------------------------------------------------
</TABLE>
- ------------------------------------------------------
AGGREGATE NUMBER OF SHARES
TO BE TENDERED:(*)---------------------------------
PRICE (IN DOLLARS) PER SHARE AT
WHICH SHARES ARE BEING TENDERED
<TABLE>
<S> <C> <C> <C> <C> <C>
CHECK ONLY ONE BOX
[ ] $11.50 [ ] $12.75
[ ] $11.75 [ ] $13.00
[ ] $12.00 [ ] $13.25
[ ] $12.25 [ ] $13.50
[ ] $12.50
</TABLE>
- ------------------------------------------------------
- ------------------------------------------------------
<TABLE>
<S> <C> <C>
[ ] CONDITIONAL TENDER
- ------------------------------------------------------
UNLESS THIS BOX HAS BEEN COMPLETED AND
A MINIMUM SPECIFIED, THE TENDER WILL BE
DEEMED UNCONDITIONAL (SEE SECTIONS 1
AND 2 OF THE OFFER TO PURCHASE)
Minimum number of shares that must be
purchased if any are purchased:
________________________ shares
</TABLE>
- ------------------------------------------------------
- ------------------------------------------------------
<TABLE>
<S> <C> <C>
SHARES TENDERED AT PRICE
DETERMINED UNDER THE
TENDER OFFER.
---------------------------------------
[ ] The undersigned wants to maximize
the chance of having Shaw purchase all
of the shares the undersigned is
tendering (subject to the possibility
of proration). Accordingly, by checking
THIS BOX INSTEAD OF ONE OF THE PRICE
BOXES ABOVE, the undersigned hereby
tenders shares and is willing to accept
the purchase price determined by Shaw
in accordance with the terms of the
tender offer. This action could result
in receiving a price per share as low
as $11.50.
</TABLE>
- ------------------------------------------------------
- ------------------------------------------------------
<TABLE>
<S> <C> <C>
[ ] ODD LOTS
By checking this box, the undersigned
represents that the undersigned, on the
date of tender, beneficially owns an
aggregate of fewer than 100 shares and
is instructing the holder to tender all
such shares.
</TABLE>
- ------------------------------------------------------
- ---------------
(*) Unless otherwise indicated, it will be assumed that all of the shares held
for the account of the undersigned are to be tendered.
<PAGE> 1
EXHIBIT (A)(5)(B)
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell shares. The offer is made solely by the Offer to Purchase dated March
13, 2000 and the related Letter of Transmittal, and any amendments or
supplements to the Offer to Purchase or Letter of Transmittal which are being
mailed to shareholders of Shaw Industries, Inc. Shaw is not aware of any
jurisdiction where the making of the offer is not in compliance with applicable
law. If Shaw becomes aware of any jurisdiction where the making of the offer or
the acceptance of shares in the offer is not in compliance with applicable law,
Shaw will make a good faith effort to comply with the applicable law. If, after
a good faith effort, Shaw cannot comply, the offer will not be made to (nor will
tenders be accepted from or on behalf of) the holders of shares in that
jurisdiction. In any jurisdiction where the securities, blue sky or other laws
require the offer to be made by a licensed broker or dealer, the offer will be
deemed to be made on behalf of Shaw by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, the Dealer Manager of this offer, or one or more registered
brokers or dealers licensed under the laws of that jurisdiction.
NOTICE OF OFFER TO PURCHASE FOR CASH
BY
SHAW INDUSTRIES, INC.
UP TO 12,000,000 SHARES OF ITS COMMON STOCK
(INCLUDING THE ASSOCIATED SERIES A PARTICIPATING
PREFERRED STOCK PURCHASE RIGHTS)
AT A PURCHASE PRICE NOT IN EXCESS OF $13.50 NOR LESS THAN $11.50 PER SHARE
Shaw Industries, Inc., a Georgia corporation, invites its shareholders to
tender shares of its common stock, including the associated rights to purchase
preferred stock, at a price not in excess of $13.50 nor less than $11.50 per
share in cash, as specified by shareholders tendering their shares.
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE
AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, APRIL 7, 2000,
UNLESS THE OFFER IS EXTENDED.
THE OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED. THE OFFER, HOWEVER, IS SUBJECT TO CERTAIN OTHER CONDITIONS SET
FORTH IN THE OFFER TO PURCHASE.
SHAW'S BOARD OF DIRECTORS HAS AUTHORIZED THE OFFER. HOWEVER, NEITHER
SHAW NOR SHAW'S BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO SHAREHOLDERS
AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING THEIR SHARES OR AS TO THE
PURCHASE PRICE AT WHICH SHAREHOLDERS MAY CHOOSE TO TENDER THEIR SHARES. EACH
SHAREHOLDER MUST MAKE THEIR OWN DECISION WHETHER TO TENDER THEIR SHARES AND,
IF SO, HOW MANY SHARES TO TENDER AND AT WHAT PRICE OR PRICES SHARES SHOULD BE
TENDERED. SHAW HAS BEEN ADVISED THAT NONE OF ITS DIRECTORS OR EXECUTIVE
OFFICERS INTENDS TO TENDER ANY SHARES PURSUANT TO THE OFFER.
As promptly as practicable following the expiration of the offer, Shaw
will purchase up to 12,000,000 shares or such lesser number of shares as are
properly tendered (and not properly withdrawn in accordance with Section 4
of the Offer to Purchase) prior to the expiration of the offer at a price
(determined in the manner set forth below) not in excess of $13.50 nor less
than $11.50 per share, net to the seller in cash, without interest.
Shaw will select the per share purchase price that will allow it to
purchase up to 12,000,000 shares (or such lesser number of shares as are
properly tendered and not properly withdrawn) at a price not in excess of
$13.50 nor less than $11.50 per share. All shares properly tendered at prices
at or below the purchase price and not properly withdrawn will be purchased
at the purchase price, upon the terms and subject to the conditions of the
offer, including the proration, odd lot priority and conditional tender
provisions. For purposes of the offer, Shaw will deemed to have accepted for
payment (and thereby purchased) shares properly tendered at or below the
purchase price and not properly withdrawn (subject only to proration, odd lot
priority and conditional tender provisions of the offer) only when, as and if
Shaw gives oral or written notice to the Depositary of its acceptance of such
shares for payment pursuant to the offer. Payment for shares tendered and
accepted for payment pursuant to the offer will be made only after timely
receipt by the Depositary of certificates for such shares (or a timely
confirmation of a book-entry transfer of such shares into the Depositary's
account at The Depositary Trust Company), a properly completed and duly
executed Letter of Transmittal and any other documents required by the Letter
of Transmittal. Shaw is making the offer because the Board of Directors
believes that, given the current market price of the shares and Shaw's
financial condition and outlook, the purchase of shares at this time is a
prudent use of its financial resources, taking into account the increased
interest expense associated with the borrowing required in connection with
the offer. In addition, this offer allows shareholders an opportunity to exit
all or part of their investment in Shaw on potentially more favorable terms
than would otherwise be available.
Upon the terms and subject to the conditions of the offer, if more than
12,000,000 shares are properly tendered at prices at or below the purchase
price, the shares will be purchased in the following order: (a) first, Shaw
will purchase shares from all holders of "odd lots" of less than 100 shares
who properly tender all of their shares at or below the selected purchase
price, and (b) second, after purchasing all shares from "odd lot holders,"
subject to the conditional tender provisions described in Section 6 of the
Offer to Purchase, Shaw will then purchase shares from all other shareholders
who properly tender shares at or below the selected purchase price, on a pro
rata basis. Consequently, all of the shares that shareholders tender in the
offer may not be purchased even if they are tendered at or below the purchase
price.
Shaw expressly reserves the right, in its sole discretion, at any time and
from time to time to extend the period of time during which the offer is open
and thereby delay acceptance for payment of, and payment for, any shares by
giving oral or written notice of such extension to EquiServe Trust Company,
N.A., the Depositary, and making a public announcement thereof.
Shares tendered pursuant to the offer may be withdrawn at any time prior
to the expiration of the offer and, unless theretofore accepted for payment by
Shaw pursuant to the offer, may also be withdrawn at any time after 12:00
midnight, New York City time, on Friday, May 5, 2000. See Section 4 of the
Offer to Purchase.
THE OFFER TO PURCHASE AND THE LETTER OF TRANSMITTAL CONTAIN IMPORTANT
INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY TENDERS ARE MADE.
The information required to be disclosed by Rule 13e-4(d)(1) under the
Securities Exchange Act of 1934, as amended, is contained in the Offer to
Purchase and is incorporated herein by reference. The Offer to Purchase and
the related Letter of Transmittal are being mailed to record holders of
shares and are being furnished to brokers, banks and similar persons whose
names, or the names of whose nominees, appear on Shaw's shareholder list or,
if applicable, who are listed as participants in a clearing agency's security
position listing for subsequent transmittal to beneficial owners of shares.
Questions and requests for assistance may be directed to the Information
Agent or the Dealer Manager at the addresses and telephone numbers below.
Additional copies of the Offer to Purchase and the Letter of Transmittal
may be obtained from the Information Agent and will be furnished promptly at
Shaw's expense.
The Information Agent for the offer is:
CORPORATE INVESTOR COMMUNICATIONS, INC.
111 Commerce Road
(CIC Logo) Carlstadt, New Jersey 07072-2586
Banks and Brokers call collect (800) 346-7885
All others call Toll Free (877) 977-6197
The Dealer Manager for the offer is:
MERRILL LYNCH & CO.
World Financial Center
South Tower
New York, New York 10281
(212) 236-3790 (call collect)
March 13, 2000
<PAGE> 1
EXHIBIT(A)(5)(C)
SHAW INDUSTRIES, INC. LOGO
MARCH 13, 2000
To Our Shareholders:
Shaw Industries, Inc. is offering to purchase up to 12,000,000 shares of
its common stock including the associated rights to purchase preferred stock, or
approximately 9.0% of the currently outstanding shares, from existing
shareholders. The price will not be in excess of $13.50 nor less than $11.50 per
share. Shaw is conducting the tender offer through a procedure commonly referred
to as a modified "Dutch Auction." This allows you to select the price within the
specified price range at which you are interested in selling your shares to
Shaw. At the conclusion of the offer and receipt of tenders, Shaw will determine
the lowest price within the price range that will enable it to purchase up to
12,000,000 shares. The same purchase price will be paid for all shares purchased
in the offer.
On March 10, 2000, the last trading day prior to the announcement of the
terms of the offer, the closing price per share on the New York Stock Exchange
was $11 5/16. Any shareholder whose shares are purchased in the offer will
receive the total purchase price in cash and will not incur the usual
transaction costs associated with open market sales. Any shareholders owning an
aggregate of less than 100 shares whose shares are purchased pursuant to the
offer will avoid the applicable odd lot discounts payable on sales of odd lots
on the securities exchanges.
The offer is explained in detail in the enclosed Offer to Purchase and
Letter of Transmittal. I encourage you to read these materials carefully before
making any decision with respect to the offer. If you desire to tender your
shares, the instructions on how to tender shares are also explained in detail in
the accompanying materials.
Neither Shaw nor its Board of Directors makes any recommendation to any
shareholder as to whether to tender or refrain from tendering their shares or as
to the purchase price of any tender. Each shareholder must make such
shareholder's own decision whether to tender shares and, if so, how many shares
and at what price or prices shares should be tendered. Shaw has been advised
that none of its directors or executive officers intends to tender any shares
pursuant to the offer.
Sincerely,
/s/ Robert E. Shaw
Robert E. Shaw
Chairman of the Board and
Chief Executive Officer
<PAGE> 1
EXHIBIT (A)(5)(D)
[SHAW INDUSTRIES, INC. 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 13, 2000, Shaw Industries, Inc. (NYSE:SHX) announced,
today, that it has commenced 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 at a purchase price not in excess of $13.50 nor less than $11.50
per share.
The tender offer is being commenced today, Monday, March 13, 2000, and will
expire at 12:00 Midnight, New York City time, on April 7, 2000, 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.
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 directors 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.
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 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.
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.
1
