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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. 3)
SHAW INDUSTRIES, INC.
(Name of Subject Company (issuer) and Filing Person (offeror))
COMMON STOCK
SERIES A PARTICIPATING PREFERRED STOCK RIGHTS
(Title of Class of Securities)
8202-86-102
(CUSIP Number of Class of Securities)
Bennie M. Laughter, Esq.
Vice President, Secretary and General Counsel
Shaw Industries, Inc.
616 East Walnut Avenue
P.O. Drawer 2128
Dalton, Georgia 30720
Telephone (706) 278-3812
(Name, address and telephone number of person
authorized to receive notices and communications
on behalf of the filing person)
Copy to:
Gabriel Dumitrescu, Esq.
Powell, Goldstein, Frazer & Murphy LLP
191 Peachtree Street NE
Sixteenth Floor
Atlanta, Georgia 30303
(404) 572-6600
[ ] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
<TABLE>
<S> <C>
[ ] third-party tender offer subject to Rule 14d-1. [X] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3. [ ] amendment to Schedule 13D under Rule 13d-2.
</TABLE>
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
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This Amendment No. 3 to the Tender Offer Statement on Schedule TO
relates to the tender offer by Shaw Industries, Inc., a Georgia corporation, to
purchase 12,000,000 shares, or such lesser number of shares as are properly
tendered, of its common stock, including the associated rights to purchase
Series A Participating Preferred Stock issued pursuant to the Amended and
Restated Rights Agreement dated April 10, 1999, between Shaw Industries, Inc.
and EquiServe Trust Company, N.A., as amended, at prices not in excess of $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 preference stock
purchase rights.
1. Item 6 of this Tender Offer Statement on Schedule TO, as amended, is
hereby amended as follows:
The following is hereby added after the second sentence of the first
paragraph of Section 2 of the Offer to Purchase, which was previously filed as
Exhibit (a)(1)(A) to this Schedule TO (the "Offer to Purchase"):
"The Board of Directors believed that repurchasing shares would be a
prudent investment considering, among other things:
- the strong financial performance of Shaw in fiscal year 1999
which, the Board of Directors believed, was not, at that time,
adequately reflected in the market price of the Shaw stock;
- the Board of Directors' view that future performance may not
be adequately reflected in the Shaw stock prices in the
foreseeable future given the current and anticipated market
valuations of businesses in Shaw's industry;
- the fact that the Shaw stock was trading at a historically low
price/earnings ratio; and
- the Board of Directors' view that stocks of companies in
Shaw's industry were trading at historically low levels at the
time."
2. Item 12 of this Tender Offer Statement on Schedule TO, as amended, is
hereby amended as follows:
The following sentence is hereby added to the end of (i) the paragraph
entitled "Safe Harbor Statement" contained on page iv of the Offer to Purchase,
(ii) paragraph 6 to Shaw's press release dated March 10, 2000 which was
previously filed as Exhibit (a)(5)(A) to this Schedule TO and (iii) paragraph 6
to Shaw's press release dated March 13, 2000 which was previously filed as
Exhibit (a)(5)(D) to this Schedule TO:
"Please be advised that the safe harbor protections of the Private
Securities Litigation Reform Act of 1995 are not available to statements made in
connection with a tender offer."
While revised for purposes of this Schedule TO, the press releases
referred to in items (ii) and (iii) above were made public without such
additional language added.
ITEM 12. EXHIBITS.
(a)(5)(E) Press Release, dated March 27, 2000
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
SHAW INDUSTRIES, INC.
By: /s/ B M Laughter
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Name: B M Laughter
Title: Vice President
Dated: March 29, 2000
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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(a)(5)(E) Press Release, dated March 27, 2000
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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 27, 2000, Shaw Industries, Inc. (NYSE:SHX) announced
today that it had reached an agreement to sell Shaw Industries Australia Pty.
Ltd. (the Company's wholly-owned Australian subsidiary) to Feltex Carpets
Limited, of New Zealand. The transaction is valued at $120 million Australian
(approximately $73 million U.S.), including the assumption of debt. The
transaction is subject to governmental approvals in Australia.
The operations of Shaw Industries Australia will continue to be included in the
consolidated results of operations of Shaw Industries until closing which is
expected to occur during the Company's second quarter of 2000.
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
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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.
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