SHAW INDUSTRIES INC, SC 13D, 2000-10-30

SHAW INDUSTRIES INC
SC 13D, 2000-10-30
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<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)

(Amendment No. __)(1)

Shaw Industries, Inc.
--------------------------------------------------------------------------------
(Name of Issuer)

Common Stock
--------------------------------------------------------------------------------
(Title of Class of Securities)

820286 10 2
--------------------------------------------------------------------------------
(CUSIP Number)

Marc D. Hamburg
Berkshire Hathaway Inc.
1440 Kiewit Plaza, Omaha, Nebraska 68131
(402) 346-1400
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

October 19, 2000
--------------------------------------------------------------------------------
(Date of Event which Requires
Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ].

(Continued on following pages)
Page 1 of 11 Pages

--------------

(1) The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE> 2

CUSIP No. 820286 10 2 13D Page 2 of 11 Pages

<TABLE>
<S> <C>
-------------------------------------------------------------------------------------------------------------
1 Name of Reporting Persons
I.R.S. Identification Nos. of above persons (Entities Only)

Berkshire Hathaway Inc.

-------------------------------------------------------------------------------------------------------------
2 Check the appropriate box if a member of a Group (a) [X]
(b) [ ]

-------------------------------------------------------------------------------------------------------------
SEC USE ONLY
3
-------------------------------------------------------------------------------------------------------------
4 Source of Funds
OO

-------------------------------------------------------------------------------------------------------------
5 Check box if disclosure of legal proceedings is required
pursuant to item 2(d) or 2(e) [ ]

-------------------------------------------------------------------------------------------------------------
6 Citizenship or place of organization
Delaware

-------------------------------------------------------------------------------------------------------------
Number of Shares 7 Sole Voting Power
2,194,200

--------------------------------------------------------------------------
Beneficially Owned 8 Shared Voting Power**
35,201,590
--------------------------------------------------------------------------
By Each Reporting 9 Sole Dispositive Power
2,194,200

--------------------------------------------------------------------------
Person With 10 Shared Dispositive Power

-------------------------------------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person**
37,570,967
-------------------------------------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]

-------------------------------------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)**
30.3%

-------------------------------------------------------------------------------------------------------------
14 Type of Reporting Person
CO

-------------------------------------------------------------------------------------------------------------
</TABLE>

** Pursuant to Rule 13d-5(b) under the Securities Exchange Act of 1934, as
amended, the filing persons acquired beneficial ownership of such shares of Shaw
Industries, Inc. common stock by virtue of agreements which are described in
Items 3 and 4 of this report.
<PAGE> 3

CUSIP No. 820286 10 2 13D Page 3 of 11 Pages

Warren E. Buffett

-------------------------------------------------------------------------------------------------------------
2 Check the appropriate box if a member of a Group (a) [X]
(b) [ ]

-------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY

-------------------------------------------------------------------------------------------------------------
4 Source of Funds
AF

-------------------------------------------------------------------------------------------------------------
6 Citizenship or place of organization

United States citizen
-------------------------------------------------------------------------------------------------------------
Number of Shares 7 Sole Voting Power
2,194,200

--------------------------------------------------------------------------
Beneficially Owned 8 Shared Voting Power**
35,201,590

--------------------------------------------------------------------------
By Each Reporting 9 Sole Dispositive Power
2,194,200

--------------------------------------------------------------------------
Person With 10 Shared Dispositive Power

-------------------------------------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person**
35,570,967

-------------------------------------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]

-------------------------------------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)**
30.3%

-------------------------------------------------------------------------------------------------------------
14 Type of Reporting Person
IN

-------------------------------------------------------------------------------------------------------------
</TABLE>

CUSIP No. 820286 10 2 13D Page 4 of 11 Pages

SII Acquisition, Inc.

-------------------------------------------------------------------------------------------------------------
2 Check the appropriate box if a member of a Group (a) [X]
(b) [ ]

-------------------------------------------------------------------------------------------------------------
SEC USE ONLY
3

-------------------------------------------------------------------------------------------------------------
4 Source of Funds
OO

-------------------------------------------------------------------------------------------------------------
6 Citizenship or place of organization
Georgia

-------------------------------------------------------------------------------------------------------------
Number of Shares 7 Sole Voting Power

--------------------------------------------------------------------------
Person With 10 Shared Dispositive Power

-------------------------------------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)**
30.3%

-------------------------------------------------------------------------------------------------------------
14 Type of Reporting Person
CO

-------------------------------------------------------------------------------------------------------------
</TABLE>

ITEM 1. SECURITY AND ISSUER

This Schedule 13D relates to shares of common stock, no par value per
share ("Common Stock"), of Shaw Industries, Inc., a Georgia corporation
("Shaw"). Shaw's principal executive offices are located at 616 East Walnut
Avenue, Dalton, Georgia, 30722.

ITEM 2. IDENTITY AND BACKGROUND

(A)-(B)

This statement is filed by:

Berkshire Hathaway Inc. ("Berkshire") (a Delaware
corporation), 1440 Kiewit Plaza, Omaha, Nebraska 68131;

Warren E. Buffett (an individual and United States citizen),
1440 Kiewit Plaza, Omaha, Nebraska 68131; and

SII Acquisition, Inc. ("SII") (a Georgia corporation), 1440
Kiewit Plaza, Omaha, Nebraska 68131.

The executive officers of Berkshire are as follows:

Chairman of the Board and Warren E. Buffett
Chief Executive Officer

Vice Chairman of the Board Charles T. Munger

Vice President and Marc D. Hamburg
Chief Financial Officer

The directors of Berkshire are as follows:

Warren E. Buffett, Chairman
Charles T. Munger, Vice Chairman
Howard G. Buffett
Susan T. Buffett
Malcolm G. Chace
Ronald L. Olson
Walter Scott, Jr.

The business addresses of the executive officers and the directors of
Berkshire and of Warren E. Buffett are as follows:

Howard G. Buffett, 1004 East Illinois Street, Assumption,
Illinois 62510

Susan T. Buffett, 1440 Kiewit Plaza, Omaha, Nebraska 68131

Warren E. Buffett, 1440 Kiewit Plaza, Omaha, Nebraska 68131

Page 5 of 11
<PAGE> 6

Malcolm G. Chace, One Providence Washington Plaza, Providence,
Rhode Island 02903

Marc D. Hamburg, 1440 Kiewit Plaza, Omaha, Nebraska 68131

Charles T. Munger, 355 South Grand Avenue, Los Angeles,
California 90071

Ronald L. Olson, 355 South Grand Avenue, Los Angeles,
California 90071

Walter Scott, Jr., 1000 Kiewit Plaza, Omaha, Nebraska 68131

The executive officers of SII are as follows:

Chief Executive Officer Warren E. Buffett

Vice President, Secretary Marc D. Hamburg
Chief Financial Officer

The sole director of SII is Marc D. Hamburg.

The business addresses for Mr. Buffett and Mr. Hamburg are as set forth
above.

(C) Berkshire is a holding company owning subsidiaries engaged in
a number of diverse business activities, the most important of
which is the property and casualty insurance and reinsurance
business. Other business activities conducted by Berkshire's
subsidiaries include publication of a daily and Sunday
newspaper in Buffalo, New York; training services to operators
of aircraft and ships; providing fractional ownership programs
for general aviation aircraft; manufacture and marketing of
home cleaning systems and related accessories; manufacture and
sale of boxed chocolates and other confectionery products;
licensing and servicing of approximately 5,800 Dairy Queen
stores, which feature hamburgers, hot dogs, various dairy
desserts, and beverages; retailing of home furnishings;
retailing of fine jewelry; manufacture, import, and
distribution of footwear; and manufacture and production of
face brick and concrete masonry products.

The present principal occupation of Warren E. Buffett is
Chairman of the Board and Chief Executive Officer of
Berkshire.

The present principal occupations of the executive officers
and directors of Berkshire are as follows:

Warren E. Buffett is Chairman of the Board and Chief
Executive Officer of Berkshire.

Charles T. Munger is Vice Chairman of the Board of
Berkshire and Chairman of the Board and Chief
Executive Officer of Wesco Financial Corporation (an
80.1% subsidiary of Berkshire).

Susan T. Buffett is a private investor.

Howard G. Buffett is Chairman of the Board of The GSI
Group, a company primarily engaged in the manufacture
of agricultural equipment.

Page 6 of 11
<PAGE> 7

Malcolm G. Chace is Chairman of the Board of BankRI,
a community bank located in Rhode Island.

Marc D. Hamburg is Vice President and Chief Financial
Officer of Berkshire.

Ronald L. Olson is a partner of the law firm of
Munger, Tolles & Olson LLP.

Walter Scott, Jr., is Chairman of the Board and Chief
Executive Officer of Level 3 Communications, Inc., a
successor to certain businesses of Peter Kiewit
Sons', Inc. and which is engaged in
telecommunications and computer outsourcing.

SII was formed by Berkshire solely for the purpose of engaging
in the merger with Shaw and the related transactions described
in Item 4 of this Schedule 13D.

The present principal occupations of Mr. Buffett, the Chief
Executive Officer of SII, and of Mr. Hamburg, the Vice
President, Secretary and Chief Financial Officer of SII, are
as set forth above.

(D) None of the persons filing this Schedule 13D, nor, to their
best knowledge, any of the other executive officers or
directors of Berkshire or SII, have been convicted, during the
last five years, in a criminal proceeding (excluding traffic
violations or similar misdemeanors).

(E) None of the persons filing this Schedule 13D, nor, to their
best knowledge, any of the other executive officers or
directors of Berkshire or SII, have, during the last five
years, been party to a civil proceeding resulting in a
judgment, decree, or final order relating to any violation of
federal or state securities laws.

(F) Every natural person identified in Item 2 of this Schedule 13D
is a United States citizen.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

As further described in Item 4 (the answer to which is
incorporated herein by reference), on October 19, 2000, Berkshire and SII
entered into an agreement to propose to acquire Shaw through a merger of SII
with and into Shaw (the "Merger"), and, in connection therewith, entered into a
related contribution agreement with certain members of Shaw's board of directors
and management, as well as certain other shareholders of Shaw. Berkshire and SII
also entered into a voting agreement with certain shareholders of Shaw. By
virtue of the contribution agreement and voting agreement and without the use of
any funds, Berkshire and SII acquired beneficial ownership, as provided in Rule
13d-5(b) under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), of 37,570,967 shares of Shaw owned by Shaw shareholders who are party to
the contribution agreement and/or the voting agreement (based on numbers
provided by them). Berkshire and SII do not have an economic interest in such
shares. Berkshire also owns 2,194,200 shares of Shaw, which it purchased prior
to entering into these agreements.

ITEM 4. PURPOSE OF TRANSACTION

(A)-(B) On October 19, 2000, Berkshire and SII entered into an
Agreement and Plan of Merger (the "Merger Agreement") with Shaw. The Merger
Agreement provides that, subject to the terms and

Page 7 of 11
<PAGE> 8

conditions thereof (including, without limitation, approval by the shareholders
of Shaw and certain regulatory approvals), SII will merge with and into Shaw
(the "Merger"), with Shaw continuing as the surviving corporation (the
"Surviving Corporation"). Upon consummation of the Merger, all of the
outstanding shares of Common Stock (other than shares held by Shaw, SII, or any
of their respective subsidiaries, and shares which have perfected appraisal
rights), will be converted into the right to receive $19.00 per share in cash
(the "Merger Consideration"). The Merger will be subject to Section 13(e) of the
Exchange Act.

In connection with the Merger Agreement, on October 19, 2000, Berkshire
and SII entered into a contribution and participation agreement (the
"Contribution Agreement") with Robert E. Shaw (a director of Shaw and its
Chairman and Chief Executive Officer) certain of Mr. Shaw's family members and
related family interests, certain family interests of, Julian D. Saul (a
director of Shaw and its President), W. Norris Little (through a family limited
partnership) and William C. Lusk (each a director of Shaw) and eight other
members of Shaw's management (collectively, the "Continuing Shareholders"). The
Contribution Agreement provides that, subject to the terms and conditions
thereof, Berkshire will contribute 2,194,200 shares of Common Stock and cash in
the amount of $2,016,686,315 to SII in exchange for 108,335,585 shares of SII
common stock and the Continuing Shareholders will contribute an aggregate of
15,802,638 shares of Common Stock to SII in exchange for an equal amount of
shares of SII common stock. In the Merger, the shares of SII common stock will
be converted into shares of common stock of the Surviving Corporation.

In connection with the Merger Agreement, Berkshire and SII also
entered into a voting agreement (the "Voting Agreement") with Robert E. Shaw,
the Julian D. Saul Family Trust, J.C. Shaw, Shaw Family Holdings, LLC, the Linda
Saul Schejola Family Trust, Julius Shaw, Jr., R. Julian McCamy, and Eleanor Shaw
McCamy. Pursuant to the Voting Agreement, each of these shareholders is required
to vote the shares of Common Stock owned by such shareholder in favor of the
Merger and against any third party proposal, and each of them has granted
Berkshire an irrevocable proxy to vote all shares of Common Stock owned by such
shareholder at the special meeting called to consider and vote upon the Merger
and at any other meeting of Shaw shareholders at which the Merger is considered.
In addition, pursuant to the terms of the Voting Agreement, such shareholders
are restricted from transferring or otherwise disposing of their shares of
Common Stock. A total of 35,201,590 shares of Common Stock are subject to the
Voting Agreement.

(D) The Agreement provides that the directors of SII at the time of
the Merger will be the directors of the Surviving Corporation and that the
officers of Shaw at the time of the Merger will be the officers of the Surviving
Corporation.

(E) In connection with the Merger, each share of Common Stock (other
than shares held by Shaw, SII, or any of their respective subsidiaries, and
shares which have perfected appraisal rights) will be converted into the right
to receive the Merger Consideration. Following the Merger, it is expected that
Berkshire will own approximately 87.3% and that the Continuing Shareholders will
own in the aggregate approximately 12.7% of the outstanding capital stock of the
Surviving Corporation.

(F) Not applicable.

(G) In connection with the Merger, the articles of incorporation of
Shaw at the time of the Merger will be the articles of incorporation of the
Surviving Corporation but will be amended, immediately after filing the
certificate of merger, to conform to the articles of incorporation of SII. The
bylaws of SII at the time of the Merger will become the bylaws of the Surviving
Corporation.

Page 8 of 11
<PAGE> 9

(H)-(I) In connection with the Merger, the Common Stock will be delisted
from the New York Stock Exchange and the Pacific Stock Exchange and will become
eligible for termination of registration pursuant to Section 12(g)(4) of the
Exchange Act.

(J) Not applicable.

The descriptions in this Item 4 of the Merger Agreement, the
Contribution Agreement, and the Voting Agreement are qualified in their
entirety by reference to such agreements, which are attached hereto as Exhibits
1 through 3 and incorporated by reference herein.

ITEM 5. INTEREST IN SECURITIES OF SHAW

(A)-(B) Warren E. Buffett, Chairman of the Board and Chief Executive
Officer of Berkshire, may be deemed to control Berkshire. SII, Berkshire and Mr.
Buffett thus may be considered to have beneficial ownership of the 15,802,638
shares of Common Stock to be contributed to SII by the Continuing Shareholders
by virtue of the Contribution Agreement (13,433,261 of which are also subject to
the Voting Agreement) and the additional 21,768,329 shares of Common Stock which
are subject only to the Voting Agreement (both such agreements are described in
Items 3 and 4, the answers to which are incorporated herein by reference). As of
the date hereof, 15,802,638 shares of Common Stock represent approximately 12.7%
of the outstanding shares of Common Stock, and 21,768,329 shares of Common Stock
represent 17.6% of the outstanding shares of Common Stock, for an aggregate
beneficial ownership of 30.3% of the outstanding shares of Common Stock, based
on the 123,983,208 shares of Common Stock outstanding as of September 30, 1999.

Berkshire also owns 2,194,200 shares of Common Stock that it
acquired prior to entering into the agreements described herein. As of the date
hereof, 2,194,200 shares of Common Stock represent approximately 1.8% of the
outstanding shares of Common stock. Berkshire has both sole voting and sole
investment power with respect to such shares.

The Continuing Shareholders have sole dispositive power with respect to
all shares subject to the Contribution Agreement and sole voting power with
respect to all such shares other than the 13,433,261 shares subject thereto
which are also subject to the Voting Agreement. The shareholders who are parties
to the Voting Agreement have sole dispositive power over all shares of
Common Stock subject thereto.

(D) Not applicable.

(E) Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF SHAW

As described in Item 4 (the answer to which is incorporated
herein by reference), Berkshire and the other members of the investor group
entered into the Voting Agreement. In connection with the irrevocable proxy
given to Berkshire under the Voting Agreement, Berkshire and Shaw also entered
into an investor voting agreement (the "Investor Voting Agreement"). Subject to
the terms and conditions thereof, Berkshire will vote the portion of the Shaw
shares which are subject to the Voting Agreement and are also being contributed
to SII by members of the investor group (approximately 10.8% of the outstanding
shares) in the same proportion as all of the other shares voting on the Merger
and the Merger Agreement vote on such matters. The foregoing discussion of the
Investor Voting Agreement is qualified in its entirety by reference to the
Investor Voting Agreement filed as Exhibit 4 and incorporated by reference
herein.

Page 9 of 11
<PAGE> 10

In addition to the provisions of the Contribution Agreement as
described in Item 4, the Contribution Agreement provides that the Continuing
Shareholders have certain rights to require Berkshire to purchase, and that
Berkshire has certain rights to require the Continuing Shareholders to sell to
it, their shares of common stock of the Surviving Corporation for a formula
based price. The Contribution Agreement also restricts the ability of the
Continuing Shareholders to transfer their shares of Common Stock pending the
Merger and the shares of common stock of the Surviving Corporation held by them
following the Merger.

Other than these agreements and those others described in
Items 3 and 4 (the answers to which are incorporated herein by reference), to
the best knowledge of the filing persons, there are no other contracts,
agreements, understandings or relationships (legal or otherwise) among the
persons or entities listed in Item 2 and between such persons or entities and
any person or entity with respect to any securities of Shaw, including but not
limited to transfer or voting of any of the securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

1. Agreement and Plan of Merger, dated as of October 19, 2000, by
and among Berkshire, SII and Shaw (incorporated by reference
to Exhibit 99.1 to Berkshire's Current Report on Form 8-K
filed with the Commission on October 24, 2000).

2. Contribution and Participation Agreement, dated as of October
19, 2000, by and among Berkshire, SII, and the continuing
Shareholders (incorporated by reference to Exhibit 99.2 to
Berkshire's Current Report on Form 8-K filed with the
Commission on October 24, 2000).

3. Amended and Restated Voting Agreement, dated as of October 30,
2000, by and among Berkshire, SII, Robert E. Shaw, the Julian
D. Saul Family Trust, J.C. Shaw, Shaw Family Holdings, LLC,
the Linda Saul Schejola Family Trust, Julius Shaw, Jr., R.
Julian McCamy, and Eleanor Shaw McCamy.

4. Investor Voting Agreement, dated as of October 19, 2000,
between Berkshire and Shaw (incorporated by reference to
Exhibit 99.4 to Berkshire's Current Report on Form 8-K filed
with the Commission on October 24, 2000).

5. Joint Filing Agreement.

Page 10 of 11
<PAGE> 11

SIGNATURES

After reasonable inquiry and to the best knowledge and belief of each,
the undersigned hereby certify that the information set forth in this statement
is true, complete and correct.

Dated this 30th day of October, 2000.

BERKSHIRE HATHAWAY INC. WARREN E. BUFFETT

By: /s/ Warren E. Buffett /s/ Warren E. Buffett
-------------------------------- ----------------------------------
Warren E. Buffett
Chairman of the Board

SII ACQUISITION, INC.

By: /s/ Warren E. Buffett
--------------------------------
Warren E. Buffett
Chief Executive Officer

Page 11 of 11