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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 11, 2001
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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. 3)
SHAW INDUSTRIES, INC.
(NAME OF THE ISSUER)
SHAW INDUSTRIES, INC.
BERKSHIRE HATHAWAY 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: [ ]
Check the following box if the filing is a final amendment reporting the results
of the transaction: [X]
------------------------
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. 3 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 ("Berkshire Hathaway"), (7) William C. Lusk, Jr., a director of
Shaw, (8) W. Norris Little, a director and Vice Chairman of Shaw, (9) Little
Family Limited Partnership, a family limited partnership controlled by Mr.
Little, (10) Vance D. Bell, Executive Vice President, Operations of Shaw, (11)
Kenneth G. Jackson, Executive Vice President and Chief Financial Officer of
Shaw, (12) Gerald Embry, Controller of Shaw, and (13) Julius C. Shaw, Jr.,
Executive Vice President, Investor Relations of Shaw, and amends and supplements
the Schedule 13e-3 Transaction Statement (as amended by Amendments No. 1 and No.
2 thereto, the "Transaction Statement") filed by the foregoing and SII
Acquisition, Inc. (the "Merger Sub").
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 Berkshire Hathaway, pursuant to which Merger Sub has been merged with
and into Shaw, with Shaw as the surviving corporation. Merger Sub was formed by
Berkshire Hathaway solely for the purpose of engaging in the merger and related
transactions. The merger of Merger Sub with and into Shaw (described herein)
became effective on January 8, 2001, and as a result of the merger, Merger Sub
ceased to have a separate existence. Accordingly, Merger Sub is not a filing
party to this Transaction Statement.
The purpose of this Amendment No. 3 is to file a final amendment to the
Transaction Statement to report the results of the Rule 13e-3 transaction
pursuant to Rule 13e-3(d)(3).
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ITEM 15. ADDITIONAL INFORMATION
On January 8, 2001, Berkshire Hathaway and Shaw filed a
Certificate of Merger with the Secretary of State of the State
of Georgia, pursuant to which Merger Sub was merged with and
into Shaw. The merger became effective as of the date of
filing of the Certificate of Merger, at which time each
outstanding share of common stock of Shaw (other than those
held by Berkshire Hathaway, Merger Sub, or their subsidiaries,
and shares for which dissenters' rights have been perfected in
accordance with Georgia law) was automatically converted into
the right to receive $19.00 in cash, without interest, upon
surrender of the certificate of such share to Shaw's
exchange agent.
As a result of the merger, on January 8, 2001, the common
stock of Shaw was delisted from the New York Stock Exchange
and the Pacific Stock Exchange and became eligible for
termination of registration under Rules 12g-4 and 12h-3 of the
Securities Exchange Act of 1934. Shaw filed a Form 15 with the
Securities and Exchange Commission on January 10, 2001.
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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: January 11, 2001
SHAW INDUSTRIES, INC.
By: /s/ ROBERT E. SHAW
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Name: Robert E. Shaw
Title: Chairman and CEO
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.*
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Julius C. Shaw, Jr.
*By: /s/ ROBERT R. HARLIN
------------------------------------
Robert R. Harlin
Attorney-in-fact
