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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
November 2, 2000 (October 19, 2000)
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Date of Report (Date of Earliest Event Reported)
Shaw Industries, Inc.
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(Exact Name of Registrant as Specified in Charter)
Georgia 1-6853 58-1032521
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
616 East Walnut Avenue
P.O. Drawer 2128
Dalton, Georgia 30720
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(Address of Principal Executive offices and Zip Code)
(706) 278-3812
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
This Current Report on Form 8-K/A is being filed to amend and restate
the Current Report on Form 8-K filed by Shaw Industries, Inc. on October 24,
2000, in order to (1) amend Item 5 to reflect the execution of the Amended and
Restated Voting Agreement, and (2) refile the Merger Agreement (as defined
herein) to correct certain printer errors on the signature page of the Merger
Agreement as originally filed.
Item 5. Other Events.
On October 19, 2000, Shaw Industries, Inc., a Georgia corporation
("Shaw"), entered into an Agreement and Plan of Merger (the "Merger Agreement")
with Berkshire Hathaway Inc. ("Berkshire Hathaway") and SII Acquisition, Inc.
("Merger Sub"), a corporation which will be owned by an investor group comprised
of Berkshire Hathaway; Robert E. Shaw, Julian D. Saul
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and certain members of their immediate families and certain family-related
entities; and certain members of management of Shaw. Pursuant to the Merger
Agreement, Merger Sub will be merged with and into Shaw, with Shaw as the
surviving corporation in the merger (the "Surviving Corporation"), and holders
of Shaw's common stock, other than Merger Sub, will have the right to receive
$19.00 per share in cash, without interest, for each share of Shaw common stock
owned at the time of the merger.
In connection with and as contemplated by the Merger Agreement, Merger
Sub and Berkshire Hathaway entered into a contribution and participation
agreement (the "Contribution Agreement") with Robert E. Shaw, Julian D. Saul and
certain members of their immediate families and certain family-related entities
and certain members of management of Shaw (the "Continuing Shareholders"). In
accordance with the terms of the Contribution Agreement, Berkshire Hathaway and
the Continuing Shareholders will contribute an aggregate amount of 17,996,838
shares and, in the case of Berkshire Hathaway, $2,016,686,315 in cash to Merger
Sub and, in exchange therefor, will receive shares of Merger Sub common stock
which, in the merger, will be converted into shares of common stock of the
Surviving Corporation.
In addition, in connection with and as contemplated by the Merger
Agreement, certain shareholders of Shaw entered into a voting agreement with
Berkshire Hathaway (as amended and restated as of October 30, 2000, the "Voting
Agreement"). Pursuant to the terms of the Voting Agreement, the shareholders
party thereto are required to vote their shares of Shaw common stock in favor of
the merger and against any third party proposal, and such shareholders have
granted Berkshire Hathaway an irrevocable proxy to vote their shares of Shaw
common stock at the special meeting of shareholders called to consider and vote
upon the merger and any other meeting of the Shaw shareholders at which the
merger is considered. In addition, pursuant to the terms of the Voting
Agreement, the shareholders party to it are restricted from transferring or
otherwise disposing of their Shaw shares. The shareholders party to the Voting
Agreement hold in the aggregate 35,200,790 shares of Shaw common stock,
representing 28.4% of the issued and outstanding Shaw common stock.
In connection with the irrevocable proxy given to Berkshire Hathaway
under the Voting Agreement, Berkshire Hathaway has entered into an investor
voting agreement with Shaw (the "Investor Voting Agreement") under which
Berkshire Hathaway has agreed to vote an aggregate of 13,433,261 shares of Shaw
common stock, which are subject to both the Voting Agreement and the
Contribution Agreement, in the same proportion as the other shares of Shaw
common stock voting on the approval of the merger and the Merger Agreement are
voted on such matters.
Consummation of the transactions contemplated by the Merger Agreement
is subject to the approval of a majority of the outstanding shares of Shaw's
common stock, the receipt of certain regulatory approvals and other customary
conditions including expiration or termination of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976.
Copies of the Merger Agreement, the Contribution Agreement, the Voting
Agreement and the Investor Voting Agreement are filed herewith as Exhibits and
are incorporated herein by reference. The description of such agreements set
forth herein is qualified in its entirety by reference to the provisions of such
agreements.
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Item 7. Financial Statements and Exhibits.
(c) Exhibits.
<TABLE>
<S> <C>
99.1 Agreement and Plan of Merger, dated as of October 19,
2000, by and among SII Acquisition, Inc., Shaw
Industries, Inc., and Berkshire Hathaway Inc.
99.2 Contribution and Participation Agreement, dated as of
October 19, 2000, by and among SII Acquisition, Inc.,
Berkshire Hathaway Inc. and the Continuing Shareholders.*
99.3 Amended and Restated Voting Agreement, dated as of
October 30, 2000, by and among Berkshire Hathaway Inc.,
SII Acquisition, Inc. and the Shareholders referenced therein.
99.4 Investor Voting Agreement, dated as of October 19,
2000 by and between Berkshire Hathaway Inc. and Shaw
Industries, Inc.*
99.5 Press Release, dated October 19, 2000, of Shaw
Industries, Inc.*
</TABLE>
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* Previously filed with Form 8-K.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: November 2, 2000
SHAW INDUSTRIES, INC.
By: /s/ KENNETH G. JACKSON
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Name: Kenneth G. Jackson
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Title: Executive Vice President
and Chief Financial Officer
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Exhibit Index
<TABLE>
<CAPTION>
Exhibit Description
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<S> <C>
99.1 Agreement and Plan of Merger, dated as of October 19, 2000, by and
among SII Acquisition, Inc., Shaw Industries, Inc., and Berkshire
Hathaway Inc.
99.2 Contribution and Participation Agreement, dated as of October 19, 2000,
by and among SII Acquisition, Inc., Berkshire Hathaway Inc. and the
Continuing Shareholders.*
99.3 Amended and Restated Voting Agreement, dated as of October 30, 2000,
by and among Berkshire Hathaway Inc., SII Acquisition, Inc.
and the Shareholders referenced therein.
99.4 Investor Voting Agreement, dated as of October 19, 2000 by and between
Berkshire Hathaway Inc. and Shaw Industries, Inc.*
99.5 Press Release, dated October 19, 2000, of Shaw Industries, Inc.*
</TABLE>
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* Previously filed with Form 8-K.
