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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. 6)
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. 6 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 $15.50
nor less than $13.50 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 Supplement to the Offer to Purchase, dated April
5, 2000, and in the related letter of transmittal, which together constitute the
tender offer. Unless the context otherwise requires, all references to shares
shall include the associated preference stock purchase rights.
ITEM 11. ADDITIONAL INFORMATION
Item 11 of this Tender Offer Statement on Schedule TO, as
amended, is hereby amended by adding the following at the end thereof:
On April 20, 2000, Shaw issued a press release announcing the
preliminary results of the offer, a copy of which is filed as Exhibit (a)(5)(H)
hereto.
ITEM 12. EXHIBITS
(a)(5)(H) Press release dated April 20, 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
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Title: Vice President
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Dated: April 20, 2000
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT NO. DESCRIPTION
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<S> <C>
(a)(5)(H) Press Release dated April 20, 2000
</TABLE>
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(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, April 20, 2000, Shaw Industries, Inc., (NYSE--SHX) today
announced the preliminary results of its modified "Dutch Auction" tender offer
which expired April 19, 2000, at 12:00 midnight New York City time.
The Company said it expects to purchase approximately 3.9 million shares at a
purchase price of $15.50, the top price of the offer range. The shares to be
purchased represent approximately three percent of the Company's outstanding
shares prior to the offer. After purchasing the shares, the Company will have
approximately 128.8 million shares outstanding.
In the tender offer, which was originally commenced on March 13, 2000, and
scheduled to expire on April 7, 2000, the Company offered to purchase up to
12,000,000 shares of its common stock at a purchase price not greater than
$13.50 nor less than $11.50 per share. Prior to the expiration date of the
original offer, the Company, in response to changing conditions in the
marketplace amended the
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terms of the offer by extending the expiration date to April 19, 2000, and by
increasing the price range to not in excess of $15.50 nor less than $13.50 per
share.
In commenting on the results of the offer, Mr. Robert E. Shaw, Chairman and
Chief Executive Officer of Shaw Industries, Inc. stated, "While we had hoped
that we would be able to purchase additional shares, we are encouraged by the
fact that our existing shareholders are positive about the longer term prospects
of Shaw Industries."
Earlier in the year on January 20, 2000, the Company's Board of Directors
increased the authorization for additional share repurchases to 15,000,000
shares. Following the completion of the tender offer, the Company will have
approximately 11.1 million shares remaining authorized under its stock
repurchase program.
The final determination of the actual shares to be purchased and the delivery of
the cash payment to the tendering shareholders are subject to final confirmation
and the proper delivery of all shares tendered and not withdrawn, including
shares tendered pursuant to guaranteed delivery procedures. A subsequent press
release will be issued by the Company as soon as practical setting forth the
final details of the transaction.
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.
