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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 4, 2000
------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
RULE 13E-3
TRANSACTION STATEMENT UNDER
(SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
(AMENDMENT NO. 1)
SHAW INDUSTRIES, INC.
(NAME OF THE ISSUER)
SHAW INDUSTRIES, INC.
BERKSHIRE HATHAWAY INC.
SII ACQUISITION, INC.
ROBERT E. SHAW
ROBERT E. SHAW, L.P.
JULIAN D. SAUL
JULIAN D. SAUL FAMILY TRUST
WILLIAM C. LUSK, JR.
W. NORRIS LITTLE
LITTLE FAMILY LIMITED PARTNERSHIP
VANCE D. BELL
KENNETH G. JACKSON
GERALD R. EMBRY
JULIUS C. SHAW, JR.
(NAME OF PERSON FILING STATEMENT)
COMMON STOCK
SERIES A PARTICIPATING PREFERRED STOCK RIGHTS
(TITLE OF CLASS OF SECURITIES)
820286 10 2
(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)
COPIES TO:
ROBERT E. DENHAM, ESQ. G. WILLIAM SPEER, ESQ.
MUNGER, TOLLES & OLSON LLP GABRIEL DUMITRESCU, ESQ.
355 SOUTH GRAND AVENUE POWELL, GOLDSTEIN, FRAZER & MURPHY LLP
LOS ANGELES, CALIFORNIA 90071 191 PEACHTREE STREET NE
(213) 687-3702 SIXTEENTH FLOOR
ATLANTA, GEORGIA 30303
(404) 572-6600
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This statement is filed in connection with (check the appropriate box):
a. [X] The filing of solicitation materials or an information
statement subject to Regulation 14A (ss.ss.240.14a-1 through
240.14b-2), Regulation 14C (ss.ss.240.14c-1 through
240.14c-101) or Rule 13e-3(c) (ss.240.13e-3(c)) under the
Securities Exchange Act of 1934 (the "Act").
b. [ ] The filing of a registration statement under the Securities
Act of 1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [X]
Check the following box if the filing is a final amendment reporting the results
of the transaction: [ ]
------------------------
CALCULATION OF FILING FEE
TRANSACTION VALUE* AMOUNT OF FILING FEE**
$2,399,569,154 $479,914
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* Calculated solely for the purpose of determining the filing fee. The
filing fee was determined based upon the sum of (a) the product of
123,983,208 shares of Shaw common stock and the merger consideration of
$19.00 per share in cash and (b) the product of 8,369,173 shares of
Shaw common stock subject to outstanding options to purchase Shaw
common stock and the difference between $19.00 per share and the
exercise price per share of each of such options.
** In accordance with Rule 0-11 under the Act, the filing fee was
determined by multiplying the transaction value by 1/50 of one percent.
Check box if any part of the fee is offset as provided by Section 240.0-11(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: [X]
Amount Previously Paid: 479,914 Filing Party: Shaw Industries, Inc.
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Form or Registration No.: Schedule 14A Date Filed: November 2, 2000
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INTRODUCTION
This Amendment No. 1 to the Transaction Statement on Schedule 13E-3 is
being filed with the Securities and Exchange Commission by: (1) Shaw Industries,
Inc., a Georgia corporation ("Shaw"), the issuer of the equity securities that
are the subject of the Rule 13e-3 transaction described herein, (2) Robert E.
Shaw, a director and chairman and Chief Executive Officer of Shaw, (3) Robert E.
Shaw, L.P., a limited partnership through which Mr. Shaw holds common stock, (4)
Julian D. Saul, a director and President of Shaw, (5) Julian D. Saul Family
Trust, a trust controlled by Mr. Saul, (6) Berkshire Hathaway Inc., a Delaware
corporation ("Investor"), (7) SII Acquisition Inc., a Delaware corporation and a
wholly owned subsidiary of Investor ("Merger Sub"), (8) William C. Lusk, Jr., a
director of Shaw, (9) W. Norris Little, a director and Vice Chairman of Shaw,
(10) Little Family Limited Partnership, a family limited partnership controlled
by Mr. Little, (11) Vance D. Bell, Executive Vice President, Operations of Shaw,
(12) Kenneth G. Jackson, Executive Vice President and Chief Financial Officer of
Shaw, (13) Gerald Embry, Controller of Shaw, and (14) Julius C. Shaw, Jr.,
Executive Vice President, Investor Relations of Shaw. This Transaction Statement
relates to the Agreement and Plan of Merger (the "Merger Agreement") dated as of
October 19, 2000 by and among Merger Sub, Shaw and Investor, pursuant to which
Merger Sub will be merged with and into Shaw, with Shaw as the surviving
corporation. Merger Sub was formed by Investor solely for the purpose of
engaging in the merger and related transactions. Merger Sub has entered into an
amended and restated contribution and participation agreement (the "Contribution
Agreement") with an investor group which includes Investor, Mr. Shaw, the Robert
E. Shaw L.P. and certain of Mr. Shaw's family members and related family
interests, Mr. Saul, the Julian D. Saul Family Trust, Mrs. Saul and a trust
controlled by her, Mr. Lusk, Mr. Little, the Little Family Limited Partnership,
Mr. Bell, Mr. Jackson, Mr. Embry, Mr. J.C. Shaw and four other members of Shaw's
management. Under the terms of the Contribution Agreement, members of the
investor group will contribute shares of Shaw common stock to Merger Sub in
exchange for shares of common stock of Merger Sub. Upon consummation of the
Contribution Agreement immediately prior to the completion of the merger,
Berkshire Hathaway will own 87.3% of Merger Sub and the other members of the
investor group will own the remaining 12.7% of Merger Sub. Subject to the terms
and conditions of the Merger Agreement, at the effective time of the merger,
Merger Sub will be merged with and into Shaw, and each outstanding share of Shaw
common stock, other than shares held by Investor, Merger Sub or their
subsidiaries, and shares for which dissenters' rights are perfected under
Georgia law, will be converted into the right to receive $19.00 in cash.
The terms and conditions of the Merger Agreement are described in the
preliminary Proxy Statement of Shaw, being filed with the Securities and
Exchange Commission concurrently with the filing of this Transaction Statement.
A copy of the Proxy Statement is filed with this Transaction Statement as
Exhibit (a), and a copy of the Merger Agreement is attached as Appendix A to the
Proxy Statement.
The information in the Proxy Statement, including all appendices
thereto, is hereby expressly incorporated by reference into this Amendment No.1
to the Transaction Statement, and the responses to each item are qualified in
their entirety by the applicable provisions of the Proxy Statement.
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ITEM 1. SUMMARY TERM SHEET
The information set forth in the sections entitled "QUESTIONS
AND ANSWERS ABOUT THE MERGER;" "SUMMARY;" of the Proxy
Statement is incorporated into this Transaction Statement by
reference.
ITEM 2. SUBJECT COMPANY INFORMATION
This Transaction Statement is being filed by Shaw Industries,
Inc. the issuer of the class of equity securities which is the
subject of the Rule 13e-3 transaction, jointly with SII
Acquisition, Inc., Berkshire Hathaway Inc., Robert D. Shaw,
Chairman of the Board and Chief Executive Officer of Shaw,
Julian D. Saul, President and director of Shaw, William C.
Lusk, Jr., a director of Shaw, W. Norris Little, a director
and Vice Chairman of Shaw, Vance D. Bell, Executive Vice
President, Operations of Shaw, Kenneth G. Jackson, Executive
Vice President a Chief Financial Officer of Shaw, Gerald
Embry, Controller of Shaw, and Julius C. Shaw, Jr., Executive
Vice President, Investor Relations of Shaw.
(a) The information set forth in the sections entitled
"SUMMARY--The Parties;" "PARTIES TO THE MERGER;" of the Proxy
Statement is incorporated into this Transaction Statement by
reference.
(b)-(d) The information set forth in the sections entitled
"INFORMATION CONCERNING THE SPECIAL MEETING--Record Date;
Quorum; Outstanding Common Stock Entitled To Vote;" "PRICE
RANGE OF COMMON STOCK AND DIVIDENDS;" of the Proxy Statement
is incorporated into this Transaction Statement by reference.
(e) Not Applicable
(f) The information set forth in the section entitled "SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT;"
"APPENDIX H -- Security Ownership of Certain Beneficial owners
and Management and Recent Transactions in Common Stock;" of
the Proxy Statement is incorporated into this Transaction
Statement by reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON
(a), (b) The information set forth in the sections entitled "SUMMARY -
The Parties;" "PARTIES TO THE MERGER" "INFORMATION RELATING TO
SHAW INDUSTRIES, INC., SII ACQUISITION, INC., BERKSHIRE
HATHAWAY, INC., ETC." of the Proxy Statement is incorporated
into this Transaction Statement by reference.
(c) The information set forth in the sections entitled
"SUMMARY--The Parties;" "PARTIES TO THE MERGER;" "INFORMATION
RELATING TO SHAW INDUSTRIES, INC., SII ACQUISITION, INC.,
BERKSHIRE HATHAWAY, INC., ETC." of the Proxy Statement is
incorporated into this Transaction Statement by reference. No
filing party has been convicted in a criminal proceeding
during the past five years (excluding traffic violations or
similar misdemeanors) nor been
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a party to any judicial or administrative proceeding during
the past five years (except for matters that were dismissed
without sanction or settlement) that resulted in a judgment,
decree or final order enjoining the person from future
violations of, or prohibiting activities subject to, federal
or state securities laws, or finding any violation of state
securities laws.
ITEM 4. TERMS OF THE TRANSACTION
(a) The information set forth in the sections entitled "QUESTIONS
AND ANSWERS ABOUT THE MERGER;" "SUMMARY--The Merger;" "SPECIAL
FACTORS--Background of the Merger;" "SPECIAL FACTORS--Purpose
of the Merger; Certain Effects of the Merger;" "SPECIAL
FACTORS--Interests in the Merger that Differ from your
Interests;" "SPECIAL FACTORS--Certain Federal Income Tax
Consequences; "SPECIAL FACTORS--Accounting Treatment;" "THE
MERGER AGREEMENT;" of the Proxy Statement is incorporated into
this Transaction Statement by reference.
(c) The information set forth in the sections entitled "SUMMARY;"
"SPECIAL FACTORS--Interests in the Merger that Differ from
Your Interests;" "THE CONTRIBUTION AND PARTICIPATION
AGREEMENT;" "THE VOTING AGREEMENT AND THE INVESTOR VOTING
AGREEMENT;" of the Proxy Statement is incorporated into this
Transaction Statement by reference.
(d) The information set forth in the sections entitled
"SUMMARY--The Merger;" "SPECIAL FACTORS--Dissenters' Rights of
Shareholders;" of the Proxy Statement is incorporated into
this Transaction Statement by reference.
(e) None
(f) Not Applicable
ITEM 5. PAST CONTRACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS
(a)-(c) The information set forth in the section entitled "SPECIAL
FACTORS--Background of the Merger;" of the Proxy Statement
is incorporated into this Transaction Statement by reference.
(e) The information set forth in the sections entitled
"SUMMARY--The Merger;" "SPECIAL FACTORS--Interests in the
Merger that Differ from Your Interests;" "THE CONTRIBUTION AND
PARTICIPATION AGREEMENT;" "THE VOTING AGREEMENT AND THE
INVESTOR VOTING AGREEMENT;" of the Proxy Statement is
incorporated into this Transaction Statement by reference.
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ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS
(b) The information set forth in the section entitled "SPECIAL
FACTORS--Purpose of the Merger; Certain Effects of the
Merger;" of the Proxy Statement is incorporated into this
Transaction Statement by reference.
(c)(1)-(8) The information set forth in the sections entitled
"SUMMARY--The Merger;" "SPECIAL FACTORS--Background of the
Merger;" "SPECIAL FACTORS--Purpose of the Merger; Certain
Effects of the Merger;" "SPECIAL FACTORS--Interests In the
Merger that Differ from Your Interests;" "SPECIAL
FACTORS-Plans For Shaw Following the Merger;" "THE
CONTRIBUTION AND PARTICIPATION AGREEMENT;" "THE VOTING
AGREEMENT AND THE INVESTOR VOTING AGREEMENT;" of the Proxy
Statement is incorporated into this Transaction Statement by
reference.
ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS
(a)-(c) The information set forth in the sections entitled
"SUMMARY--The Merger;" "SPECIAL FACTORS--Background of the
Merger;" "SPECIAL FACTORS--Purpose of the Merger; Certain
Effects of the Merger;" of the Proxy Statement is incorporated
into this Transaction Statement by reference.
(d) The information set forth in the sections entitled "QUESTIONS
AND ANSWERS ABOUT THE MERGER;" "SUMMARY--The Merger;" "SPECIAL
FACTORS--Recommendations of the Special Committee and the
Board of Directors; Reasons for the Merger;" "SPECIAL
FACTORS--Interests in the Merger that Differ from Your
Interests;" "SPECIAL FACTORS--Plans for Shaw Following the
Merger;" "SPECIAL FACTORS--Merger Financing; Source of Funds;"
"SPECIAL FACTORS--Certain Federal Income Tax Consequences;"
"SPECIAL FACTORS--Accounting Treatment;" "SPECIAL
FACTORS--Dissenters' Rights of Shareholders;" of the Proxy
Statement is incorporated into this Transaction Statement by
reference.
ITEM 8. FAIRNESS OF THE TRANSACTION
(a)-(b) The information set forth in the sections entitled "QUESTIONS
AND ANSWERS ABOUT THE MERGER;" "SUMMARY--The Merger;" "SPECIAL
FACTORS--Background of the Merger;" "SPECIAL FACTORS--Purpose
of the Merger; Certain Effects of the Merger;" "SPECIAL
FACTORS--Recommendations of the Special Committee and the
Board of Directors; Reasons for the Merger;" "SPECIAL
FACTORS--Fairness Opinion of Merrill Lynch;" "SPECIAL
FACTORS--Position of the Investor Group as to the Fairness of
the Merger;" "SPECIAL FACTORS--Certain Projections
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Provided to Financial Advisors;" of the Proxy Statement is
incorporated into this Transaction Statement by reference.
(c) The transaction does not require the approval of at least a
majority of unaffiliated security holders.
(d) The information set forth in the sections entitled LETTER TO
SHAREHOLDERS; "QUESTIONS AND ANSWERS ABOUT THE MERGER;"
"SUMMARY--The Merger;" "SPECIAL FACTORS--Background of the
Merger;" "SPECIAL FACTORS-Recommendations of the Special
Committee and the Board of Directors; Reasons for the Merger;"
"SPECIAL FACTORS--Fairness Opinion of Merrill Lynch;" of the
Proxy Statement is incorporated into this Transaction
Statement by reference.
(e) The information set forth in the sections entitled LETTER TO
SHAREHOLDERS; "QUESTIONS AND ANSWERS ABOUT THE MERGER;"
"SUMMARY--The Merger;" "SPECIAL FACTORS--Background of the
Merger;" "SPECIAL FACTORS--Recommendations of the Special
Committee and the Board of Directors; Reasons for the Merger"
of the Proxy Statement is incorporated into this Transaction
Statement by reference.
(f) Not Applicable
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS
(a)-(c) The information set forth in the sections entitled LETTER TO
SHAREHOLDERS; "QUESTIONS AND ANSWERS ABOUT THE MERGER;"
"SUMMARY--The Merger;" "SPECIAL FACTORS--Background of the
Merger;" "SPECIAL FACTORS--Fairness Opinion of Merrill Lynch;"
"SPECIAL FACTORS-- Purpose of the Merger; Certain Effects of
the Merger;" "SPECIAL FACTORS--Recommendation of the Special
Committee and the Board of Directors; Reasons for the Merger;"
of the Proxy Statement is incorporated into this Transaction
Statement by reference. The opinion of Merrill Lynch is
attached to the Proxy Statement as Appendix C and is
available for inspection any copying at the principal
executive offices of Shaw during regular business hours.
ITEM 10. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION
(a)-(c) The information set forth in the sections entitled
"SUMMARY--The Merger," "SPECIAL FACTORS--Merger Financing;
Source of Funds," "SPECIAL FACTORS--Interests in the Merger
that Differ from Your Interests;" "THE CONTRIBUTION AND
PARTICIPATION AGREEMENT;" "THE VOTING AGREEMENT AND THE
INVESTOR VOTING AGREEMENT;" of the Proxy Statement is
incorporated into this Transaction Statement by reference.
(d) None
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ITEM 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
(a)-(b) The information set forth in the sections entitled "QUESTIONS
AND ANSWERS ABOUT THE MERGER;" "SUMMARY--The Merger;"
"INFORMATION CONCERNING THE SPECIAL MEETING--Voting Rights;"
"SPECIAL FACTORS--Interests in the Merger that Differ from
Your Interests;" "SPECIAL FACTORS--Merger Financing; Source of
Funds;" "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT;" "APPENDIX H--Security Ownership of Certain
Beneficial Owners and Management and Recent Transactions in
Common Stock;" of the Proxy Statement is incorporated into
this Transaction Statement by reference.
ITEM 12. THE SOLICITATION OR RECOMMENDATION
(d)-(e) The information set forth in the sections entitled
"SUMMARY--The Special Meeting;" "INFORMATION CONCERNING THE
SPECIAL MEETING--Voting Rights," "SUMMARY--The Merger;"
"SPECIAL FACTORS--Recommendations of the Special Committee and
the Board of Directors; Reasons for the Merger;" "SPECIAL
FACTORS--Position of the Investor Group as to the Fairness of
the Merger;" "THE VOTING AGREEMENT AND INVESTOR VOTING
AGREEMENT" of the Proxy Statement is incorporated into this
Transaction "THE VOTING AGREEMENT AND INVESTOR VOTING
AGREEMENT;" Statement by reference.
ITEM 13. FINANCIAL STATEMENTS
(a) The information set forth in the sections entitled "SELECTED
HISTORICAL FINANCIAL DATA OF SHAW;" "OTHER INFORMATION--
Incorporation by Reference," Shaw Industries' Annual Report on
Form 10-K for the year ended January 1, 2000 and its Quarterly
Reports on Form 10-Q for the quarters ended April 1, 2000,
July 1, 2000 and September 30, 2000 are incorporated by
reference into the Proxy Statement. Shaw Industries' audited
financial statements for the periods covered by the Form 10-K
and its unaudited financial statements for the periods covered
by the Forms 10-Q are incorporated into this Transaction
Statement by reference, pursuant to General Instruction [F] to
Schedule 13E-3.
(b) Not Applicable
ITEM 14. PERSONS AND ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED
(a)-(b) The information set forth in the section entitled "INFORMATION
CONCERNING THE SPECIAL MEETING--Solicitation of Proxies;"
"SPECIAL FACTORS -- Fairness Opinion of Merrill Lynch;" of the
Proxy Statement is incorporated into this Transaction
Statement by reference.
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ITEM 15. ADDITIONAL INFORMATION
The Proxy Statement and the appendices to the Proxy Statement
are incorporated into this Transaction Statement by reference.
ITEM 16. EXHIBITS
(a) Amendment No. 1 to the Preliminary Proxy Statement of Shaw
(filed with the Securities and Exchange Commission on December
1, 2000, and incorporated herein by reference).
(b) Not Applicable
(c)(1) Merrill Lynch Opinion dated October 19, 2000 (attached as
Appendix E to the Proxy Statement).
(c)(2) Presentation of Merrill Lynch to the Special Committee of the
Board of Directors of Shaw dated October 19, 2000.*
(d)(1) Amended and Restated Voting Agreement dated as of October 30,
2000 (attached as Appendix C to the Proxy Statement).*
(d)(2) Amended and Restated Contribution Agreement dated
December 1, 2000 (attached as Appendix B to the Proxy
Statement).
(d)(3) Investor Voting Agreement dated October 19, 2000 (attached as
Appendix D to the Proxy Statement).
(f) Dissenters' Rights Under Georgia Law (attached as Appendix F
to the Proxy Statement).
(g) Not Applicable
(h) Power of Attorney. [Incorporated herein by reference to
Exhibit 99.5 to Schedule 13D filed with the Securities and
Exchange Commission on October 30, 2000.]
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* Previously filed with the Schedule 13E-3 filed with the Securities Exchange
Commission on November 2, 2000.
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: December 4, 2000
SHAW INDUSTRIES, INC.
By: /s/ ROBERT E. SHAW
-------------------------------------
Name: Robert E. Shaw
Title: Chairman and CEO
SII ACQUISITION INC.
By: /s/ MARC D. HAMBURG
-------------------------------------
Name: Marc D. Hamburg
Title: Vice President
BERKSHIRE HATHAWAY INC.
By: /s/ MARC D. HAMBURG
-------------------------------------
Name: Marc D. Hamburg
Title: Vice President
ROBERT E. SHAW*
----------------------------------------
Name: Robert E. Shaw
ROBERT E. SHAW, L.P.
By: ROBERT E. SHAW*
-------------------------------------
Name: Robert E. Shaw
Title: General Partner
JULIAN D. SAUL*
----------------------------------------
Julian D. Saul
JULIAN D. SAUL FAMILY TRUST
By: JULIAN D. SAUL*
------------------------------------
Name: Julian D. Saul
Title: Trustee
NORRIS LITTLE*
----------------------------------------
Norris Little
LITTLE FAMILY LIMITED PARTNERSHIP
By: NORRIS LITTLE*
------------------------------------
Name: Norris Little
Title: General Partner
WILLIAM C. LUSK*
----------------------------------------
William C. Lusk
VANCE D. BELL*
----------------------------------------
Vance D. Bell
GERALD EMBRY*
----------------------------------------
Gerald Embry
KENNETH G. JACKSON*
----------------------------------------
Kenneth G. Jackson
JULIUS C. SHAW, JR.*
----------------------------------------
Julius C. Shaw, Jr.
*By: /s/ ROBERT R. HARLIN
------------------------------------
Robert R. Harlin
Attorney-in-fact
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description
------- -----------
<S> <C>
(a) Amendment No. 1 to the Preliminary Proxy Statement of Shaw
(filed with the Securities and Exchange Commission on
December 1, 2000, and incorporated herein by reference, the
"Proxy Statement").
(b) Not Applicable
(c)(1) Merrill Lynch Opinion dated October 19, 2000 (attached as
Appendix E to the Proxy Statement).
(c)(2) Presentation of Merrill Lynch to the Special Committee of the
Board of Directors of Shaw dated October 19, 2000.*
(d)(1) Amended and Restated Voting Agreement dated as of October 30,
2000 (attached as Appendix C to the Proxy Statement).
(d)(2) Amended and Restated Contribution Agreement, dated December 1,
2000 (attached as Appendix B to the Proxy Statement).
(d)(3) Investor Voting Agreement dated October 19, 2000 (attached as
Appendix D to the Proxy Statement).
(f) Dissenters Rights Under Georgia Law (attached as Appendix F to
the Proxy Statement).
(g) Not Applicable
(h) Power of Attorney. [Incorporated herein by reference to
Exhibit 99.5 to Schedule 13D filed with the Securities and
Exchange Commission on October 30, 2000.]
</TABLE>
* Previously filed with the Schedule 13E-3 filed with the Securities and
Exchange Commission on November 2, 2000.
