<PAGE>
As filed with the Securities and Exchange Commission on September 2, 1998.
Registration No. 333-____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
THE SHAW GROUP INC.
(Exact name of registration as specified in its charter)
Louisiana 72-1106167
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
T.A. Barfield, Jr., Secretary and General Counsel
11100 Mead Road, Baton Rouge, La. 70816 (504) 296-1140
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copy to:
Bob D. Tucker
Kantrow, Spaht, Weaver & Blitzer (A Professional Law Corporation)
P.O. Box 2997, Baton Rouge, LA 70821-2997 (504) 383-4703
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: |_|
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: |X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration number of the earliest effective
registration statement for the effective offering: |_| _____________________.
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering: |_| _____________.
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: |_|
CALCULATION OF REGISTRATION FEE
Title of each class Proposed maximum Proposed maximum Amount
of securities Amount to be offering price aggregate offering of
to be registered Registered per share (1) price (1) registration
fee
================================================================================
Common Stock, 645,000 8.0625 5,200,312.50 1534.09
no par value
================================================================================
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) based on the closing price of the Common Stock reported
in the New York Stock Exchange on August 31, 1998.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until the Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
<PAGE>
********************************************************************************
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sole nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solication or sale would be unlawful prior to
registration or qualification under the securities laws of any such State.
********************************************************************************
[Red]-> SUBJECT TO COMPLETION DATED September 2, 1998
Prospectus
645,000 Shares
The Shaw Group Inc.
Common Stock
____________
The 645,000 shares of common stock, no par value (the "Common
Stock") of The Shaw Group Inc. ("Shaw" or the "Company") offered
hereby may be sold from time to time by certain stockholders of the
Company described herein (the "Selling Stockholders") in transactions
on the New York Stock Exchange (the "NYSE"), otherwise in the
over-the-counter market or otherwise at prices and at terms prevailing
at the time of sale, at prices related to the then current market
price or in negotiated transactions. The Company will not receive any
of the proceeds from the sale of the shares of Common Stock by the
Selling Stockholders. All of the shares of the Common Stock owned by
the Selling Stockholders have been "restricted securities" under the
Securities Act of 1933, as amended (the "Securities Act"), prior to
their registration hereunder.
In transactions effective as of July 28, 1998, the Company issued
an aggregate of 645,000 shares of the Common Stock to the Selling
Stockholders for all of the outstanding capital stock of Bagwell
Brothers, Inc. and Eagle Industries, Inc. Pursuant to an agreement
between the Company and the Selling Stockholders, the Company agreed
to prepare and file a shelf registration statement on Form S-3 with
the Securities and Exchange Commission (the "Commission") to register
the offering of the shares of Common Stock covered hereby. This
Prospectus has been prepared for use in connection with future sales
of the shares of Common Stock by the Selling Stockholders under the
shelf registration statement on Form S-3. For more information
concerning the Selling Stockholders and related matters, see "Selling
Stockholders and Plan of Distribution." The shares of Common Stock may
be sold from time to time by the Selling Stockholders pursuant to this
Prospectus or in transactions exempt from the registration
requirements of the Securities Act. In connection with any sales, the
Selling Stockholders and any brokers participating in such sales may
be deemed to be "underwriters" within the meaning of the Securities
Act. See "Selling Stockholders and Plan of Distribution". Outstanding
shares of Common Stock of the Company are listed on the NYSE under the
symbol "SGR".
See "Risk Factors" for a discussion of certain factors that
should be considered by prospective purchasers of the Common Stock
offered hereby.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is September ___, 1998.
<PAGE>
THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON
OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE
CONTRARY IS UNLAWFUL.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
August 31, 1997;
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
November 30, 1997;
(c) The Company's Quarterly Report on Form 10-Q for the quarter ended
February 28, 1998;
(d) The Company's Quarterly Report on Form 10-Q for the quarter ended May
31, 1998;
(e) The Company's Proxy Statement dated December 22, 1997 in connection
with the Company's Annual Meeting of Shareholders held on January 23, 1998; and
(f) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A (including any amendments or
reports filed for the purpose of updating such description).
All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus
and prior to the termination of the offering of the Common Stock pursuant hereto
shall be deemed to be incorporated by reference in this Prospectus and to be a
part hereof from the date of the filing of such documents. Any statement
contained in this Prospectus or in a document incorporated or deemed to be
incorporated by reference in this Prospectus shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained in this Prospectus or in any other subsequently filed document that
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
The Company undertakes to provide without charge to each person to whom a
copy of this Prospectus has been delivered, upon the written or oral request of
any such person, a copy of any or all of the documents incorporated by reference
herein, other than the exhibits to such documents, unless such exhibits are
specifically incorporated by reference into the information that this Prospectus
incorporates. Written or oral requests for such copies should be directed to the
Company's executive offices at 11100 Mead Road, Second Floor, Baton Rouge,
Louisiana 70816, Attention: Secretary (telephone number: (504) 296-1140).
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company with the Commission can be
inspected at the Public Reference Section of the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and the
Regional Offices of the Commission at Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661-2511, and 7 World Trade Center, New York,
New York 10048. Copies of such material can also be obtained from the Public
Reference Section of the Commission at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. The Commission
maintains a World Wide Web site on the Internet at http://www.sec.gov that
contains reports, proxy and information statements and other information
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<PAGE>
regarding registrants that file electronically with the Commission. Such
reports, proxy and information statements and other information concerning the
Company can also be inspected and copied at the offices of the NYSE, 20 Broad
Street, New York, New York 10005.
The Company has filed with the Commission a Registration Statement on Form
S-3 under the Securities Act with respect to the Common Stock offered hereby.
This Prospectus, which constitutes a part of the Registration Statement, does
not contain all of the information set forth in the Registration Statement,
certain items of which are contained in exhibits to the Registration Statement
as permitted by the rules and regulations of the Commission. For further
information with respect to the Company and the Common Stock offered hereby,
reference is made to the Registration Statement, including the exhibits thereto.
Statements made in this Prospectus concerning the contents of any document
referred to herein are not necessarily complete. With respect to each such
document filed with the Commission as an exhibit to the Registration Statement,
the material terms of each such document are set forth in this Prospectus.
However, reference is made to the exhibit for a more complete description of the
matter involved, and each such statement shall be deemed qualified in its
entirety by such reference.
FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISK
This Prospectus, including the information incorporated by reference,
contains forward-looking statements within the meaning of Section 27A of the
Securities Act and Section 21E of the Exchange Act. These forward-looking
statements are based largely on the Company's expectations and are subject to a
number of risks and uncertainties, certain of which are beyond the Company's
control. Actual results could differ materially from these forward-looking
statements as a result of the factors described in this Prospectus including,
but not limited to, (i) adverse economic conditions; (ii) the impact of
competitive products and pricing; (iii) product demand and acceptance risks;
(iv) the presence of competitors with greater financial resources; (v) costs and
financing difficulties; and (vi) delays or difficulties in the production,
delivery or installation of products, including a lengthy strike or other work
stoppage by the Company's union employees at any of the Company's facilities.
See "Risk Factors." In light of these risks and uncertainties, there can be no
assurance that actual results will be as projected in the forward-looking
statements.
THE COMPANY
Shaw is a leading supplier of industrial piping systems for new
construction and retrofit projects throughout the world, primarily for the
electric power, refining and chemical industries. Shaw is committed to being the
"total piping resource" for its customers by offering comprehensive design and
engineering services, piping system fabrication, construction and maintenance
services, manufacturing and sale of specialty pipe fittings and design and
fabrication of pipe support systems.
The Company was founded in 1987 by current management and subsequently
purchased the assets of Benjamin F. Shaw Company, a century-old pipe fabricator.
The Company has increased its revenues from $29.3 million in fiscal 1988 to $338
million in fiscal 1997, increasing both its domestic and international
businesses. Through internal expansion and a series of acquisitions, the Company
has expanded its fabrication capacity, increased its bending capabilities and
broadened its piping system products and services.
The Company's principal executive offices are located at 11100 Mead Road,
Baton Rouge, Louisiana 70816, telephone: (504) 296-1140.
RISK FACTORS
Prospective purchasers of the Common Stock offered hereby should carefully
consider the following risk factors, together with the information provided
elsewhere in this Prospectus (or incorporated herein by reference), in
evaluating an investment in the Common Stock.
3
<PAGE>
Cyclicality of Customer Projects
The demand for the Company's products and services depends primarily on the
existence of construction and retrofit projects, particularly in the electric
power, refining and chemical industries. These industries historically have
been, and will likely continue to be, cyclical in nature and vulnerable to
general downturns in the economy. The Company's results of operations may vary
depending on the availability of future projects from such industries.
Dependence on Major Customers
Projects in the electric power, refining and chemical industries frequently
involve a lengthy and complex bidding and selection process, and the ability of
the Company to obtain future contracts is difficult to predict. Because a
significant portion of the Company's sales is generated from large projects, its
results of operations can fluctuate from quarter to quarter. While a
concentration of customers has been historically prevalent, because of the
nature of the Company's business, the significant customers vary between years.
For the year ended August 31, 1997, no one customer had sales to them exceeding
10% of sales.
Raw Materials and Suppliers
The Company's principal raw materials are carbon steel, stainless and other
alloy piping, which it obtains from a number of domestic and foreign primary
steel producers. The Company believes that it is not generally dependent upon
any one of its suppliers for raw materials, that the market is extremely
competitive and that its relationship with its suppliers is good. Certain types
of raw materials, however, are available from only one or a few specialized
suppliers. Although the Company has not experienced any significant sourcing
problems to date, there can be no assurance that sourcing problems will not
occur in the future. To the extent that a sourcing problem does occur, the
Company's ability to complete a project in a timely fashion or at a profit may
be jeopardized and ultimately result in a loss. Furthermore, because of the
volume of piping materials purchased, the Company is often able to negotiate
advantageous purchase prices therefor. As a result, if a manufacturer is unable
to deliver the materials pursuant to the negotiated terms, the Company may be
required to purchase the materials from another source at a higher price, which
may reduce the profit to be realized or possibly result in a loss on a project
for which such materials were needed.
Potential for Product Liability and Warranty Claims
Certain of the Company's products are used in potentially hazardous
environments, including without limitation, nuclear facilities. Any catastrophic
occurrences in excess of insurance limits at locations where the Company's
products are used could in the future result in significant product liability
claims against the Company. In addition, the Company, under certain contracts,
must use new metals or processes for producing or fabricating pipe for its
customers, and the failure of any such metals or processes could result in
warranty claims for significant replacement or reworking costs on Company
projects.
Risks Associated with Competition
The Company's competition in the supply and fabrication of piping systems
generally consists of a number of pipe fabricators domestically and divisions of
large industrial firms in the international sector. Some of the competitors,
especially in the international sector, have greater financial and other
resources than the Company.
Risks Associated with Growth of Core Business and Integration of Acquired
Businesses
In the past few years, the Company has experienced substantial growth
through internal expansion and acquisitions, and the Company plans to continue
to grow in this manner. This growth, and the resulting need to integrate
acquired companies into the Company's operations economically and efficiently,
has required, and will continue to require, significant management, production,
technical, financial and other resources. Due to a substantial increase in
sales, the Company has experienced, and is continuing to experience, billing
delays. There can be no assurance that the Company will be able to manage this
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<PAGE>
growth effectively or to integrate fully the operations of any acquired company
into the Company, and failure to do so could have a material adverse effect on
the Company's results of operations or financial condition, or both.
Risks Associated with International Contracts, Operations and Expansion;
Foreign Exchange Risk
To date, a substantial portion of the Company's sales and earnings have
been attributable to its sales to and operations in international markets, and
the Company expects international sales and operations to materially contribute
to the Company's growth and earnings for the foreseeable future. The success of
the Company's sales to, operations in and expansion into international markets
depends on numerous factors, many of which are beyond its control. Such factors
include, but are not limited to, economic conditions in the foreign countries in
which the Company operates and in which it sells its products and services and
the lack of well-developed legal systems in certain of such countries. In
addition, international contracts, operations and expansion may increase the
Company's exposure to certain risks inherent in doing business outside the
United States, including currency fluctuations, restrictions on the repatriation
of profits and assets, compliance with foreign laws and standards and political
risks. The Company attempts to minimize its foreign exchange risks, primarily
through denominating contracts in United States dollars or the inclusion of
escalation provisions in contracts, or both. The Company from time to time,
however, enters into contracts denominated in a foreign currency without
escalation provisions, thereby subjecting itself to foreign exchange risks. The
Company generally does not obtain insurance for or hedge against such risks. In
addition, the Company's ability to obtain international contracts is impacted by
the relative strength or weakness of the United States dollar relative to
foreign currencies.
During the last several years, Venezuela has been experiencing a monetary
and economic crisis. In response, the Venezuelan government imposed, among other
things, foreign exchange controls that affected the Company's ability to
repatriate profits from the joint venture or otherwise convert local currency
into United States dollars. Based on Venezuela's lack of economic stability, the
Company believes that its investment in Venezuela may be at risk from future
foreign exchange and repatriation restrictions. There can be no assurance that
the Venezuelan operations will be profitable.
Fixed Price Contract Exposure
On substantially all of its international projects, the Company is required
to quote on a "fixed" or "lump-sum" price basis. To the extent that the Company
is unable to secure fixed pricing commitments from its suppliers at the time
such a contract is entered, and experiences cost increases for materials or
labor during the performance of such a contract, the Company's profit for such
project could decrease, or the Company could experience a loss with respect to
such contract that could have a material adverse effect on the Company's results
of operations or financial condition, or both.
Control by Management
At July 31, 1998, the officers and directors of the Company and its
subsidiaries beneficially owned approximately 20% of the outstanding Common
Stock but controlled in excess of 47% of the voting power. Consequently, these
persons will be able to exercise effective control over corporate actions and
the outcomes of matters requiring a shareholder vote, including the election of
directors.
Voting Rights Tied to Duration of Stock Ownership; Anti-Takeover Effects
The Company's Restated Articles of Incorporation provide that each share of
Common Stock that has been held by the same person for at least four consecutive
years is entitled to five votes on each matter to be voted upon at shareholders'
meetings, and all shares held for less than four years are entitled to one vote
per share for each such matter. This charter provision could concentrate control
in existing shareholders of the Company, increase the difficulty of removing the
incumbent Board of Directors or management, diminish the likelihood that a
potential buyer would make an offer for the Common Stock, and impede a
transaction favorable to the interests of certain shareholders. Each purchaser
of shares of Common Stock offered hereby will be entitled to one vote for each
such share at all shareholders' meetings until such shares have been, in
accordance with the Company's Restated Articles of Incorporation, continuously
5
<PAGE>
owned for a period of four years, in which case the holder will be entitled to
five votes for each share on all matters submitted to shareholders. See
"Description of Capital Stock -- Common Stock".
Dependence on Key Management
The success of the Company's business will be materially dependent upon the
continued services of its founder, Chairman, President and Chief Executive
Officer, J.M. Bernhard, Jr., and other key officers and employees. The loss of
Mr. Bernhard or such other key personnel due to death, disability or termination
of employment could have a material adverse effect on the Company's results of
operations or financial condition, or both.
Possible Work Stoppage
Certain of the Company's employees in the United States are represented by
the United Association of Journeymen and Apprentices of the Plumbing and
Pipefitting Industry of the United States and Canada, AFL-CIO (the "Union"). The
Company experienced a Union-initiated work stoppage of five days in 1992
relating to the expiration and renegotiation of a collective bargaining
agreement covering the Company's B.F. Shaw, Inc. subsidiary in Laurens, South
Carolina, and a strike, without material impact on production, by certain of the
Union members in February, 1997 relating to termination of collective bargaining
agreements covering the Company's facilities in Walker and Prairieville,
Louisiana. Notwithstanding the lack of material impact on Company operations in
previous instances, a lengthy strike or other work stoppage at any of the
Company's facilities could have a material adverse effect on the Company's
results of operations or financial condition, or both.
Risks Associated with Issuance of Preferred Stock
The Company has available for issuance 5,000,000 shares of Preferred Stock,
no par value, which the Board of Directors of the Company is authorized to
issue, in one or more series, without any further action on the part of
shareholders. In the event the Company issues a series of preferred stock in the
future that has preference over the Common Stock with respect to the payment of
dividends and upon the Company's liquidation, dissolution or winding up, the
rights of the holders of Common Stock offered hereby could be adversely
affected. See "Description of Capital Stock -- Preferred Stock". In addition,
such an issuance could adversely impact the market price of the outstanding
common stock.
Anti-Takeover Effects of Certain Charter and Bylaw Provisions and Louisiana Law
Certain provisions of the Restated Articles of Incorporation and Amended
and Restated By-Laws of the Company and certain provisions of Louisiana law may
tend to deter potential unsolicited offers or other efforts to obtain control of
the Company that are not approved by the Board of Directors. Such provisions
may, therefore, deprive the Company's shareholders of opportunities to sell
shares of Common Stock at prices higher than prevailing market prices. See
"Description of Capital Stock -- Louisiana Fair Price and Control Acquisition
Shares", "-- Classified Board of Directors", "-- Advance Notice Provisions for
Certain Shareholder Actions", and "-- Super Majority Provisions".
Volatility of Stock Price
In the past, the Company has experienced significant fluctuations in the
market price of its Common Stock, and, in the future, the market price of the
Common Stock may experience fluctuations that are unrelated to the operating
performance of the Company, such as market conditions generally and developments
specifically related to the industrial piping industry. Additionally, the volume
of daily trading in the Common Stock to date has been limited, and, as a result,
the sale of a significant number of shares of Common Stock by one or more
shareholders within a relatively short time period could adversely affect the
market price for the Common Stock.
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Absence of Dividends
The Company has not paid any dividends on the Common Stock and currently
anticipates that, for the foreseeable future, any earnings will be retained for
the development of the Company's business. In addition, the Company is subject
to certain prohibitions on the payment of dividends under the terms of existing
credit facilities.
USE OF PROCEEDS
The shares of Common Stock offered hereby are being offered by the Selling
Stockholders. See "Selling Stockholders and Plan of Distribution". The Company
will not receive any of the proceeds from the sale of the Common Stock by the
Selling Stockholders.
SELLING STOCKHOLDERS AND PLAN OF DISTRIBUTION
The 645,000 shares of Common Stock (the "Shares") being registered under
the shelf registration statement of which this Prospectus forms a part were
acquired by the Selling Stockholders in connection with the acquisition by the
Company of all of the outstanding capital stock of Bagwell Brothers, Inc.
("BBI") and Eagle Industries, Inc. ("Eagle"). Of the aggregate 645,000 shares
being registered hereby, 63,540 shares are being held in escrow to secure the
indemnification obligations of the Selling Stockholders pursuant to the
acquisition agreements by which the shares of BBI stock were acquired. In
connection with the transactions described above, the Company agreed to file a
registration statement with the Commission for the Shares, and the Company did
file such registration statement on September 1, 1998. The Shares are being
registered to facilitate their sale under the Securities Act. Pursuant to such
registration statement, the Selling Stockholders may choose to sell all or a
portion of the Shares from time to time in transactions reported on the NYSE, in
the over-the-counter market or otherwise at prices and at terms then prevailing
or at prices related to the then current market price, or in negotiated
transactions. The table below reflects the number of shares of Common Stock
owned prior to the offering, the number of shares being offered hereby for the
Selling Stockholders account, and the percentage of outstanding shares to be
held by them following completion of the offering. Although the following table
is presented on the assumption that all of the Selling Stockholders will sell
all of their shares, the Company cannot predict whether this in fact will occur
(and the Selling Stockholders have indicated that they do not presently intend
to sell all of their shares of Common Stock), the timing or amount of any actual
sales, or the impact thereof or the market price of the Company's Common Stock.
In connection with the acquisition transactions, Rodger D. Bagwell and P.
Coleman Bagwell entered into employment agreements with BBI, and as of the date
of this Prospectus, the employment by BBI of each of Rodger D. Bagwell and P.
Coleman Bagwell continues.
<TABLE>
===================================================================================================================================
Beneficial Ownership Beneficial Ownership After
Before the Offering the Offering1
------------------------------------ ------------------------------
<CAPTION>
Name of Selling Stockholder
Shares Percent2 Shares to be Sold Shares Percent2
<S> <C> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------------------
Rodger D. Bagwell 370,650 * 370,650 -- --
- -----------------------------------------------------------------------------------------------------------------------------------
P. Coleman Bagwell 229,450 * 229,450 -- --
- -----------------------------------------------------------------------------------------------------------------------------------
Stephanie Bagwell Mouton 27,250 * 27,250 -- --
- -----------------------------------------------------------------------------------------------------------------------------------
Billy Royce Bagwell 17,650 * 17,650 -- --
===================================================================================================================================
</TABLE>
1Assumes the Selling Stockholders sell all of their shares of Common Stock,
which they may or may not do. 2Less than 1%. The number of shares of Common
Stock outstanding as of July 31, 1998 was 13,262,866.
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The Shares owned by the Selling Stockholders may be sold from time to time
by the Selling Stockholders, on one or more exchanges or in the over-the-counter
market, or otherwise at prices and on terms then prevailing or at prices then
related to the then current market price, or in negotiated transactions. The
Shares may be sold by or through broker-dealers in one or more of the following
transactions: (a) block trades in which the broker or dealer so engaged will
attempt to sell the Shares as agent but may position and resell a portion of the
block as principal to facilitate any transaction, (b) purchases by a broker or
dealer as principal and resale by such broker or dealer for its account pursuant
to the Registration Statement relating thereto, and (c) ordinary brokerage
transactions and transactions in which the broker solicits purchasers. In
effecting sales, brokers and dealers engaged by the Selling Stockholders may
arrange for other brokers or dealers to participate. Brokers or dealers will
receive commissions or discounts from the Selling Stockholders in amounts to be
negotiated (and, if such broker-dealer acts as agent for the purchaser of such
shares, from such purchaser). Broker-dealers may agree with the Selling
Stockholders to sell a specified number of Shares at a stipulated price per
Share, and, to the extent such a broker-dealer is unable to do so acting as
agent for a Selling Stockholders, to purchase as principal any unsold shares at
the price required to fulfill the broker-deale commitment to such Selling
Stockholder. Broker-dealers who acquire Shares as principal may thereafter
resell such Shares from time to time in transactions (which may involve crosses
and book transactions and which may involve sales to and through other
broker-dealers, including transactions, of the nature described above) in the
over-the-counter market, in negotiated transactions or otherwise, at market
prices prevailing at the time of sale or at negotiated prices, and in connection
with such resales may pay to or receive from the purchasers of such Shares
commissions as described above. Pursuant to the registration agreement entered
into in connection with the transactions described above, the Company has agreed
to indemnify the Selling Stockholders against certain liabilities, including
liabilities under the Securities Act.
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists of 50,000,000 shares
of Common Stock, no par value; and 5,000,000 shares of Preferred Stock, no par
value. The following summary of certain provisions of the Company's capital
stock describes all material provisions of, but does not purport to be complete
and is subject to and is qualified in its entirety by, the Restated Articles of
Incorporation and the Amended and Restated By-Laws of the Company that are
incorporated herein by reference as exhibits to the Registration Statement of
which this Prospectus forms a part and by the provisions of applicable law.
Common Stock
At July 31, 1998, there were 13,262,866 shares of Common Stock outstanding.
In addition, at July 31, 1998, 850,000 shares of Common Stock are reserved for
issuance pursuant to the Company's 1993 Employee Stock Option Plan and 50,000
shares of Common Stock are reserved under the Company's 1996 Non-Employee
Director Stock Option Plan (the "Director Plan"). Cumulative voting is
prohibited in the election of directors. The holders of Common Stock are
entitled to receive ratably such dividends, if any, as may be declared from time
to time by the Board of Directors out of funds legally available therefor. In
the event of a liquidation, dissolution or winding up of the Company, the
holders of Common Stock are entitled to share equally and ratably in the assets
available for distribution after payment of all liabilities, and subject to any
prior rights of any holders of preferred stock that at the time may be
outstanding. The Common Stock is not redeemable, does not have any conversion
rights and is not subject to call. Holders of shares of Common Stock have no
preemptive rights to maintain their respective percentage of ownership in future
offerings or sales of stock by the Company. The shares of Common Stock presently
outstanding are fully paid and non-assessable. The Company delisted the Common
Stock from the Nasdaq National Market on October 17, 1996, and the Common Stock
commenced trading on the NYSE under the symbol "SGR" on October 18, 1996.
Each outstanding share of Common Stock will entitle the holder thereof to
five votes on each matter properly submitted to the shareholders of the Company
for their vote, waiver, release or other action; except that no holder of
outstanding shares of Common Stock will be entitled to exercise more than one
vote on any such matter in respect of any share of Common Stock with respect to
which there has been a change in beneficial ownership during the four years
immediately preceding the date on which a determination is made of the
shareholders of the Company who are entitled to vote or to take any other
8
<PAGE>
action. A change in beneficial ownership of an outstanding share of Common Stock
will be deemed to have occurred whenever a change occurs in any person or
persons who, directly or indirectly, through any contract, agreement,
arrangement, understanding, relationship or otherwise has or shares any of the
following:
(a) voting power, which includes, without limitation, the right to vote or
the power to direct the voting power of such share of Common Stock;
(b) investment power, which includes, without limitation, the power to
direct the sale or other disposition of such share of Common Stock;
(c) the right to receive or to retain the proceeds of any sale or other
disposition of such share of Common Stock; or
(d) the right to receive or to retain any distributions, including, without
limitation, cash dividends, in respect of such share of Common Stock.
Without limiting the generality of the foregoing, the following events or
conditions will be deemed to involve a change in beneficial ownership of a share
of Common Stock:
(a) in the absence of proof to the contrary provided in accordance with
certain procedures set forth below, a change in beneficial ownership will be
deemed to have occurred (i) whenever an outstanding share of Common Stock is
transferred of record into the name of any other person, and (ii) upon the
issuance of shares in a public offering;
(b) in the case of an outstanding share of Common Stock held of record in
the name of a corporation, general partnership, limited partnership, voting
trustee, bank, trust company, broker, nominee or clearing agency, if it has not
been established pursuant to the procedures set forth below that there has been
no change in the person or persons who or that direct the exercise of the rights
referred to in (a) through (d), inclusive, above with respect to such
outstanding share of Common Stock during the four years immediately preceding
the date on which a determination is made of the shareholders of the Company
entitled to vote or to take any other action, then a change in beneficial
ownership of such share of Common Stock shall be deemed to have occurred during
such period;
(c) in the case of an outstanding share of Common Stock held of record in
the name of any person as a trustee, agent, guardian or custodian under the
Uniform Gifts to Minors Act as in effect in any jurisdiction, a change in
beneficial ownership will be deemed to have occurred whenever there is a change
in the beneficiary of such trust, the principal of such agent, the ward of such
guardian, the minor for whom such custodian is acting or a change in such
trustee, agent, guardian or custodian; or
(d) in the case of outstanding shares of Common Stock beneficially owned by
a person or group of persons, who, after acquiring, directly or indirectly, the
beneficial ownership of 5% of the outstanding shares of Common Stock, fails to
notify the Company of such ownership within ten days after such acquisition, a
change in beneficial ownership of such shares of Common Stock will be deemed to
occur on each day while such failure continues.
Notwithstanding any other provisions in the Company's Restated Articles of
Incorporation to the contrary, no change in beneficial ownership of an
outstanding share of Common Stock shall be deemed to have occurred solely as a
result of:
(a) any transfer of any interest in an outstanding share of Common Stock
pursuant to a bequest or inheritance, by operation of law upon the death of any
individual or by any other transfer without valuable consideration, including,
without limitation, a gift that is made in good faith and not for the purpose of
circumventing the provisions of the Company's Restated Articles of
Incorporation;
(b) any changes in beneficiary of any trust, or any distribution of an
outstanding share of Common Stock from trust, by reason of the birth, death,
marriage or divorce of any natural person; the adoption of any natural person
9
<PAGE>
prior to age 18; or the passage of a given period of time or the attainment by
any natural person of a specific age; or the creation or termination of any
guardianship or custodial arrangement;
(c) any appointment of a successor trustee, agent, guardian or custodian
with respect to an outstanding share of Common Stock if neither such successor
has nor its predecessor had the power to vote or to dispose of such share of
Common Stock without further instructions from others;
(d) any change in the person to whom dividends or other distributions in
respect of an outstanding share of Common Stock are to be paid pursuant to the
issuance or modification of a revocable dividend payment order;
(e) any issuance of a share of Common Stock by the Company or any transfer
by the Company of a share of Common Stock held in treasury other than in a
public offering thereto, unless otherwise determined by the Board of Directors
at the time of authorizing such issuance or transfer;
(f) any giving of a proxy in connection with a solicitation of proxies
subject to the provisions of Section 14 of the Securities Exchange Act of 1934,
as amended, and the rules and regulations thereunder promulgated;
(g) any transfer, whether or not with consideration, among individuals
related or formerly related by blood, marriage or adoption ("relatives") or
between a relative and any person controlled by one or more relatives where the
principal purpose for the transfer is to further the estate tax planning
objectives of the transferor or of relatives of the transferor;
(h) any appointment of a successor trustee as a result of the death of the
predecessor trustee (which predecessor trustee shall have been a natural
person);
(i) any appointment of a successor trustee who or which was specifically
named in a trust instrument prior to the effective date of this offering; or
(j) any appointment of a successor trustee as a result of the resignation,
removal or failure to qualify of a predecessor trustee or as a result of
mandatory retirement pursuant to the express terms of a trust instrument;
provided, that less than 50% of the trustees administering any single trust will
have changed (including in such percentage the appointment of the successor
trustee) during the four-year period preceding the appointment of such successor
trustee.
All determinations concerning changes in beneficial ownership, or the
absence of any such change, are made by the Board of Directors of the Company
or, at any time when the Company employs a transfer agent with respect to the
shares of Common Stock, at the Company's request, by such transfer agent on the
Company's behalf. Written procedures designated to facilitate such
determinations are to be established and may be amended, from time to time, by
the Board of Directors. Such procedures will provide, among other things, the
manner of proof of facts that will be accepted and the frequency with which such
proof may be required to be renewed. The Company and any transfer agent will be
entitled to rely on any and all information concerning beneficial ownership of
the outstanding shares of Common Stock coming to their attention from any source
and in any manner reasonably deemed by them to be reliable, but neither the
Company nor any transfer agent shall be charged with any other knowledge
concerning the beneficial ownership of outstanding shares of Common Stock.
In the event of any stock split or stock dividend with respect to the
outstanding shares of Common Stock, each share of Common Stock acquired by
reason of such split or dividend will be deemed to have been beneficially owned
by the same person from the same date as that on which beneficial ownership of
the outstanding share or shares of Common Stock, with respect to which such
share of Common Stock was distributed, was acquired.
Each outstanding share of Common Stock, whether at any particular time the
holder thereof is entitled to exercise five votes or one vote, shall be
identical to all other shares of Common Stock in all respects, and together the
outstanding shares of Common Stock will constitute a single class of shares of
the Company.
10
<PAGE>
Preferred Stock
The Board of Directors is authorized to provide for the issuance of
5,000,000 shares of Preferred Stock in one or more series and to fix the number
of shares constituting any such series, the voting powers, designations,
preferences and relative, participating, optional or other special rights and
qualifications, limitations or restrictions thereof, including the dividend
rights, dividend rate, terms of redemption, redemption price or prices,
conversion rights and liquidation preferences of the shares constituting any
series, without any further vote or action by the shareholders of the Company.
The issuance of Preferred Stock by the Board of Directors could adversely affect
the rights of holders of Common Stock. For example, issuance of Preferred Stock
could result in a series of securities outstanding that would have preferences
over the Common Stock with respect to dividends and in liquidation and that
could (upon conversion or otherwise) enjoy all of the rights appurtenant to the
Common Stock. The authority possessed by the Board of Directors to issue
Preferred Stock could potentially be used to discourage attempts by others to
obtain control of the Company through merger, tender offer, proxy, consent or
otherwise by making such attempts more difficult to achieve or more costly. The
Board of Directors may issue Preferred Stock without shareholder approval and
with voting and conversion rights which could adversely affect the voting power
of holders of Common Stock. There are no agreements or understandings for the
issuance of Preferred Stock, and the Board of Directors has no present intention
to issue any shares of Preferred Stock.
Louisiana Fair Price and Control Acquisition Statutes
Under Louisiana law, the acquisition of voting power (a "control share
acquisition") of an "issuing public corporation" that results in the purchaser
acquiring voting power in excess of 20%, 33% or 51% of the total voting power of
the issuing public corporation requires approval of a majority of the voting
power of the issuing public corporation and each class entitled to vote
separately on the proposal, excluding the shares of the acquiring person, any
officer of the issuing public corporation and any employee of the issuing public
corporation who is also a director of such corporation. Shares acquired in a
control share acquisition without such approval will have no voting rights and
under certain circumstances may be subject to a redemption by the corporation.
The restrictions imposed under such law are applicable to all Louisiana
corporations that fall within the definition of an "issuing public corporation"
(as does the Company) unless the issuing public corporation's articles of
incorporation or by-laws, as in effect before the acquisition has occurred,
provide that such provisions do not apply. The Company's Restated Articles of
Incorporation and Amended and Restated By-Laws do not contain such a provision;
therefore, the above restrictions contained in Louisiana law do apply to the
Company.
In addition, if certain elections were to be made by the Company's Board of
Directors under the Louisiana Business Corporation Law, unless certain price and
procedural requirements are met, certain business combinations involving the
Company and any holder of 20% or more of the Company's outstanding voting stock
may be required to be approved by at least (i) 80% of the votes entitled to be
cast by holders of the outstanding voting stock and (ii) two-thirds of the votes
entitled to be cast by the holders of voting stock other than the voting stock
held by such holder. This provision could be regarded as a deterrent to a
takeover of the Company and could be applied selectively by the Board of
Directors.
Limitation of Director and Officer Liability
The Company's Restated Articles of Incorporation contain provisions which
eliminate the personal liability of its directors and officers for monetary
damages resulting from breaches of their fiduciary duty other than liability for
breaches of the duty of loyalty, acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, for violations
under Section 92(D) of the Louisiana Business Corporation Law or any transaction
from which the director or officer derived an improper personal benefit. The
Restated Articles of Incorporation contain provisions requiring the
indemnification of the Company's directors and officers to the fullest extent
permitted by Section 83 of the Louisiana Business Corporation Law, including
circumstances in which indemnification is otherwise discretionary. The Company
believes that these provisions are necessary to attract and retain qualified
persons as directors and officers.
11
<PAGE>
Classified Board of Directors
The Company's Restated Articles of Incorporation provide that if the number
of directors constituting the entire Board of Directors is increased to twelve
or more members, then at the next meeting of shareholders at which directors are
to be elected, the Board of Directors shall be divided into three classes, the
members of which will serve staggered three-year terms. The Company believes
that a classified board of directors could help to assure the continuity and
stability of the Board's and Shaw's business strategies and policies as
determined by the Board of Directors. The classified board provision, if
implemented, could have the effect of making the removal of incumbent directors
more time-consuming and, therefore, discouraging a third party from making a
tender offer or otherwise attempting to obtain control of Shaw, even though such
an attempt might be beneficial to Shaw and its shareholders. Thus, the
classified board provision could increase the likelihood that incumbent
directors would retain their positions.
Advance Notice Provisions for Certain Shareholder Actions
The Company's Amended and Restated By-Laws establish an advance notice
procedure with regard to the nomination, other than by or at the direction of
the Board or a committee thereof, of candidates for election as directors (the
"Nomination Procedure") and with regard to certain matters to be brought before
an annual meeting of shareholders of the Company (the "Business Procedure").
Under the Business Procedure, a shareholder seeking to have any business
conducted at an annual meeting must give prior written notice, in proper form,
to the Secretary of the Company. The requirements as to the form and timing of
that notice are specified in the Company's Amended and Restated By-Laws. If the
Chairman or other officer presiding at a meeting determines that other business
was not properly brought before such meeting in accordance with the Business
Procedure, such business will not be conducted at the meeting.
The Nomination Procedure requires that a shareholder give prior written
notice, in proper form, of a planned nomination for the Company's Board of
Directors to the Secretary of the Company. The requirements as to the form and
timing of that notice are specified in the By-Laws. If the election inspectors
determine that a person was not nominated in accordance with the Nomination
Procedure, such person will not be eligible for election as a director.
Although the By-Laws do not give the Board of Directors any power to
approve or disapprove shareholder nominations for the election of directors or
of any other business desired by shareholders to be conducted at an annual or
any other meeting, the Company's Amended and Restated By-Laws (i) may have the
effect of precluding a nomination for the election of directors or precluding
the conduct of business at a particular annual meeting if the proper procedures
are not followed, or (ii) may discourage or deter a third party from conducting
a solicitation of proxies to elect its own slate of directors or otherwise
attempting to obtain control of the Company, even if the conduct of such
solicitation or such attempt might be beneficial to the Company and its
shareholders.
Super Majority Provisions
The Company's Restated Articles of Incorporation contain provisions
requiring the affirmative vote of the holders of at least 75% of voting power of
the Company's capital stock to amend certain provisions of the Articles,
including provisions relating to the removal of directors.
The Company's Restated Articles of Incorporation require the approval of
the holders of at least 75% of the Company's outstanding shares of Common Stock,
not including shares held by a Related Person (as defined below), to approve
certain Business Combinations (as defined below) and related transactions. The
term "Related Person" is defined to include any individual, corporation,
partnership or other entity which owns beneficially, directly or indirectly,
more than 5% of the outstanding shares of Common Stock of the Company. The term
"Business Combination" is defined to include, among other things, (i) any merger
or consolidation of the Company or a subsidiary of the Company which constitutes
more than 50% of the assets of the Company, other than a merger or consolidation
which results in the voting securities of the Company outstanding immediately
prior thereto continuing to represent more than 50% of the combined voting power
12
<PAGE>
of the voting securities of the surviving entity; (ii) any sale, lease,
exchange, transfer or other disposition of more than 50% of the assets of the
Company; (iii) any reclassification of the Common Stock of the Company; and (iv)
any liquidation or dissolution of the Company.
Transfer Agent and Registrar
The transfer agent and registrar for the Common Stock is First Union
National Bank, Charlotte, North Carolina.
LEGAL MATTERS
The legality of the shares of Common Stock offered hereby will be passed
upon for the Company by the law firm of Kantrow, Spaht, Weaver & Blitzer (A
Professional Law Corporation), P.O. Box 2997, Baton Rouge, Louisiana, 70821. As
of July 31, 1998, members of the firm of Kantrow, Spaht, Weaver & Blitzer (A
Professional Law Corporation) owned, directly or indirectly, approximately 100
shares of the Company's Common Stock.
EXPERTS
The consolidated financial statements of The Shaw Group Inc. included and
incorporated by reference in this Prospectus have been audited by Arthur
Andersen LLP and Hannis T. Bourgeois & Co., L.L.P., independent public
accountants, as indicated in their reports with respect thereto, and are
included and incorporated by reference herein in reliance upon the authority of
such firms as experts in accounting and auditing. The single jointly signed
auditor's report is considered to be the equivalent of two separately signed
auditor's reports. Thus, each firm represents that it has complied with
generally accepted auditing standards and is in a position that would justify
being the only signatory of the report.
13
<PAGE>
<TABLE>
<CAPTION>
================================================================================ =================================================
<S> <C>
No dealer, salesman or any other person has been authorized to give any
information or to make any representations in connection with this offering
other than those contained in this Prospectus and, if given or made, such other
information or representations must not be relied upon as having been so
authorized by the Company. This Prospectus does not constitute an offer of any 645,000 Shares
securities other than those to which it relates or any offer to sell, or a
solicitation of an offer to buy, other than those to which it relates, in any
jurisdiction to any person to whom it is not lawful to make such offer in such
jurisdiction. Neither the delivery of this Prospectus nor any sale made The Shaw Group Inc.
hereunder shall, under any circumstances, create any implication that there has
not been a change in the facts set forth in this Prospectus or the affairs of
the Company since the date hereof or that the information herein is correct as Common Stock
of any time subsequent to the date hereof.
__________
TABLE OF CONTENTS ______________
Page PROSPECTUS
-----
Incorporation of Certain Documents
by Reference........................................................ 2
Available Information................................................. 2
The Company........................................................... 3
Risk Factors.......................................................... 3
Use of Proceeds....................................................... 7
Selling Stockholders and Plan of Distribution......................... 7
Description of Capital Stock.......................................... 8
Legal Matters......................................................... 13
Experts............................................................... 13
_____________
September ___, 1998
=============================================================================== ================================================
</TABLE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the expenses estimated to be incurred by the
Company in connection with the preparation and filing of this registration
statement and the issuance and distribution of the securities being registered,
none of which expenses are to be borne by the Selling Stockholders (all amounts
are estimated, except the filing fee):
Total
-----
Filing fee 1,534.09
Accounting fees and expenses 2,500.00
Legal fees and expenses 10,000.00
Cost of printing and engraving 2,000.00
Transfer agents' fees 1,000.00
Miscellaneous 5,000.00
----------
TOTAL $22,034.09
Item 15. Indemnification of Directors and Officers
Section 83 of the Louisiana Business Corporation Law (the "LBCL") provides
that a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any action, suit or proceeding, whether civil,
criminal, administrative, or investigative (other than an action by or in the
right of the corporation), by reason of the fact that he is or was a director,
officer, employee, or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee, or agent of another
business, foreign or nonprofit corporation, partnership, joint venture, or other
enterprise. The indemnity may include expenses, including attorney fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in, or not opposed to, the
best interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. Section
83 further provides that a Louisiana corporation may indemnify officers and
directors in an action by or in the right of the corporation under the same
conditions except that no indemnification is permitted without judicial approval
if the director or officer shall have been adjudged to be liable for willful or
intentional misconduct in the performance of his duty to the corporation. Where
an officer or director is successful on the merits or otherwise in any defense
of any action referred to above or any claim therein, the corporation must
indemnify him against such expenses that such officer or director actually
incurred. Section 83 permits a corporation to pay expenses incurred by the
officer or director in defending an action, suit or proceeding in advance of the
final disposition thereof if approved by the board of directors.
Pursuant to Section 83 of the LBCL, the Company has adopted provisions in
its Articles of Incorporation which require the Company to indemnify its
directors and officers to the fullest extent permitted by the LBCL.
The Company has entered into indemnification agreements with its directors
and certain of its officers which provide that the Company will, if certain
conditions are met and the director or officer acted in accordance with the
applicable standards and subject to certain procedures and exceptions, indemnify
such persons for claims, judgments and related expenses resulting from their
service on behalf of the Company and its affiliated entities in any pending,
threatened or completed action, suit or proceeding, whether civil administrative
or criminal, except where i) the Company is prohibited by law from providing
such indemnification; ii) payment of the indemnification amounts has been made
II-2
<PAGE>
under an insurance policy; or iii) the director or officer gained a personal
profit to which he or she was not legally entitled including profits arising
from the violation of certain securities laws.
II-3
<PAGE>
Item 16. Exhibits
(a) Exhibits
Exhibit No. Description of Document
----------- -----------------------
4.1(1) Restated Articles of Incorporation
4.2(2) Amended and Restated By-Laws
4.3(3) Form of Common Stock Certificate
4.4(4) Registration Rights Agreement dated as of July 28,1998
between The Shaw Group Inc. and the Shareholders of Bagwell
Brothers, Inc. named therein
4.5(4) Registration Rights Agreement dated as of July 28, 1998
between the Shaw Group Inc. and the Shareholders of Eagle
Industries, Inc.
5.1(4) Opinion of Kantrow, Spaht, Weaver & Blitzer (A Professional
Law Corporation)
23.1(4) Consent of Arthur Andersen LLP
23.2(4) Consent of Hannis T. Bouregois & Co., L.L.P.
23.5(4) Consent of Kantrow, Spaht, Weaver & Blitzer (A Professional
Law Corporation)(Included in Exhibit 5.1)
24.1(4) Power of Attorney
(1) Incorporated herein by reference to Exhibit 3.1 to the Company's Annual
Report on Form 10-K for the fiscal year ended August 31, 1997.
(2) Incorporated herein by reference to Exhibit 3.2 to the Company's Annual
Report on Form 10-K for the fiscal year ended August 31, 1997.
(3) Incorporated herein by reference to the designated Exhibit of Company's
Registration Statement on Form S-1 filed on October 22, 1993, as amended
(Registration No. 33-70722).
(4) Filed herewith.
Item 17. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) to include any Prospectus required by Section 10(a) of the Act.
(ii) to reflect in the Prospectus any facts or events arising after
the effective date of the registration statement(or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
II-4
<PAGE>
forth in the registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in
the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement.
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement.
Provided however, that paragraphs (a)(1)(i) and (a)(1)(ii) do no apply if
the registration statement is on Form S-3, Form S-8 or Form F-3 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by way of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Act may be
permitted of directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person for the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on September 1,
1998.
THE SHAW GROUP INC.
By: /s/ T. A. Barfield, Jr.
---------------------------
T.A. Barfield, Jr.
Secretary and General Counsel
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes J.M. Bernhard,
Jr. and Edward L. Pagano and each of them acting individually, with full power
of substitution, to file one or more amendments, including post-effective
amendments, to this registration statement, and to file the same, with all
exhibits thereto, and all documents in connection therewith with the Securities
and Exchange Commission, which amendments, may make such changes as J.M.
Bernhard, Jr. or Edward L. Pagano deems appropriate; and each person whose
signature appears below, individually and in each capacity stated below, hereby
appoints J.M. Bernhard, Jr. and Edward L. Pagano, and either of them acting
individually, with full power of substitution, as attorney-in-fact to execute in
his name and on his behalf any such amendments to this registration statement.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ J. M. Bernhard, Jr. Chairman of the Board, President September 1, 1998
- ----------------------- and Chief Executive Officer
J.M. Bernhard, Jr. (Principal Executive Officer)
/s/ Edward L. Pagano Chief Financial Officer/Treasurer September 1, 1998
- ---------------------- (Principal Financial Officer and
Edward L. Pagano Principal Accounting Officer)
/s/ Albert McAlister Director September 1, 1998
- ----------------------
Albert McAlister
/s/ L. Lane Grigsby Director September 1, 1998
- ----------------------
L. Lane Grigsby
/s/ David W, Hoyle Director September 1, 1998
- ----------------------
David W. Hoyle
/s/ John W. Sinders, Jr. Director September 1, 1998
- ------------------------
John W. Sinders, Jr.
/s/ William H. Grigg Director September 1, 1998
- ------------------------
William H. Grigg
II-6
<PAGE>
EXHIBIT INDEX
Exhibit No. Description of Document Page
----------- ----------------------- ----
4.1(1) Restated Articles of Incorporation
4.2(2) Amended and Restated By-Laws
4.3(3) Form of Common Stock Certificate
4.4(4) Registration Rights Agreement dated as of
July 28,1998 between The Shaw Group Inc. and
Bagwellthe Shareholders of Brothers, Inc.
named therein
4.5(4) Registration Rights Agreement dated as of
July 28, 1998 between the Shaw Group Inc.
and the Shareholders of Eagle Industries, Inc.
5.1(4) Opinion of Kantrow, Spaht, Weaver & Blitzer
(A Professional Law Corporation)
23.1(4) Consent of Arthur Andersen LLP
23.2(4) Consent of Hannis T. Bouregois & Co., L.L.P.
23.5(4) Consent of Kantrow, Spaht, Weaver & Blitzer
(A Professional Law Corporation)(Included in
Exhibit 5.1)
24.1(4) Power of Attorney
(1) Incorporated herein by reference to Exhibit 3.1 to the Company's Annual
Report on Form 10-K for the fiscal year ended August 31, 1997.
(2) Incorporated herein by reference to Exhibit 3.2 to the Company's Annual
Report on Form 10-K for the fiscal year ended August 31, 1997.
(3) Incorporated herein by reference to the designated Exhibit of Company's
Registration Statement on Form S-1 filed on October 22, 1993, as amended
(Registration No. 33-70722).
(4) Filed herewith.
II-7
<PAGE>
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") dated as of July 28,
1998, between The Shaw Group Inc., a Louisiana corporation ("Shaw") and the
undersigned shareholders of Shaw (the "Shareholders").
Preliminary Statement
Shaw, the Shareholders, Bagwell Brothers, Inc. ("BBI") and Bagwell Brothers
Acquisition Corporation ("BBAC") are parties to that certain Plan and Agreement
of Merger dated as of July 28, 1998 (the "Merger Agreement"), pursuant to
which, on the date hereof, Shaw is issuing shares (the "Shares") of Shaw's
common stock, no par value (the "Common Stock"), to the Shareholders.
NOW, THEREFORE, in consideration of the transactions effected pursuant to
the Merger Agreement and the premises and the mutual agreements set forth
herein, Shaw and the Shareholders hereby agree as follows:
1. The Shares shall bear a legend substantially identical to the following:
THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR
APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD,
DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED
UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT
AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION
INVOLVING SAID SECURITIES, OR (ii) THIS CORPORATION RECEIVES AN
OPINION SATISFACTORY TO THIS CORPORATION OF LEGAL COUNSEL FOR THE
HOLDER OF THESE SECURITIES ACCEPTABLE TO THIS CORPORATION STATING THAT
SUCH TRANSACTION IS EXEMPT FROM REGISTRATION. THE SECURITIES EVIDENCED
BY THIS CERTIFICATE ARE SUBJECT TO (A) THE RESTRICTION SET FORTH IN
SECTIONS 5.12(c) OF THAT CERTAIN PLAN AND AGREEMENT OF MERGER DATED AS
OF JULY 28, 1998 (THE "PLAN OF MERGER") AMONG THE SHAREHOLDERS OF
BAGWELL BROTHERS, INC., BAGWELL BROTHERS, INC., BAGWELL BROTHERS
ACQUISITION CORPORATION AND THE SHAW GROUP INC. ("SHAW") AND (B) THE
RESTRICTIONS SET FORTH IN THE REGISTRATION RIGHTS AGREEMENT DATED AS
OF JULY 28, 1998 (THE "REGISTRATION AGREEMENT") BETWEEN SHAW AND THE
SHAREHOLDERS OF BAGWELL BROTHERS, INC. COPIES OF THE PLAN OF MERGER
AND THE REGISTRATION AGREEMENT ARE FILED WITH THE SECRETARY OF SHAW.
BY ACCEPTANCE OF THIS CERTIFICATE, THE HOLDER HEREOF AGREES TO BE
BOUND BY THE TERMS OF THE PLAN OF MERGER AND THE REGISTRATION
AGREEMENT.
2. Shaw represents and warrants to the Shareholders that the Shares are (a)
duly authorized, validly issued, fully paid and nonassessable and (b) free
and clear of all liens, claims and encumbrances other than those created by
any action or inaction of the Shareholders.
3. Shaw represents and warrants that (a) it has the corporate power and
authority to enter into and perform its obligations under this Agreement,
(b) this Agreement has been duly and validly authorized by all necessary
action, corporate or otherwise, (c) this Agreement has been duly executed
and delivered by it, and (d) this Agreement constitutes the valid and
legally binding obligation of it, enforceable against it in accordance with
its terms, except that (i) the enforceability hereof may be limited by
bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium
or other similar laws now or hereinafter in effect relating to creditors'
rights generally and (ii) the remedy of specific performance and other
forms of equitable relief may be subject to certain equitable defenses and
to the discretion of the court before which proceeding therefor may be
brought.
4. Each of the Shareholders represents and warrants, as applicable, that (a)
each has the power and authority to enter into and perform its obligations
under this Agreement, (b) this Agreement has been duly and validly
authorized by all necessary action of each, (c) this Agreement has been
duly executed and delivered by each, and (d) this Agreement constitutes the
valid and legally binding obligation of each, enforceable against each in
accordance with its terms, except that (i) the enforceability hereof may be
limited by bankruptcy, insolvency, reorganization, fraudulent conveyance,
moratorium or other similar laws now or hereinafter in effect relating to
creditors' rights generally and (ii) the remedy of specific performance and
other forms of equitable relief may be subject to certain equitable
defenses and to the discretion of the court before which proceeding
therefor may be brought.
5. (a) Shaw shall cause to be filed with the Securities and Exchange
Commission (the "Commission") on or prior to August 1, 1998, a shelf
registration statement pursuant to Rule 415 under the Securities Act of
1933, as amended (the "Shelf Registration Statement") on Form S-1 or Form
S-3, if the use of such form is then available and as determined by Shaw,
to cover resales of Transfer Restricted Securities (as hereinafter
defined). The Shareholders shall provide the information required pursuant
to Section 5(b) hereof. Shaw shall use commercially reasonable efforts to
cause such Shelf Registration Statement to be declared effective by the
Commission on or prior to 60 days after the date the Shelf Registration
Statement is initially filed with the Commission. Shaw shall use
commercially reasonable efforts to keep such Shelf Registration Statement
continuously effective for a period ending two years from the effective
date thereof or such shorter period as will terminate when each of the
Transfer Restricted Securities covered by the Shelf Registration Statement
shall cease to be a Transfer Restricted Security.
If there shall occur any event that would cause the Shelf Registration
Statement (i) to contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make
the statements therein not misleading or (ii) to be not effective and
usable for resale of Transfer Restricted Securities during the period that
such Shelf Registration Statement is required to be effective and usable,
Shaw shall as promptly as practicable (but not later than 60 days) file an
amendment to the Shelf Registration Statement, in the case of clause (i),
correcting any such misstatement or omission, and in the case of either
clause (i) or (ii), use commercially reasonable efforts to cause such
amendment to be declared effective and such Shelf Registration Statement to
become usable as soon as practicable thereafter.
Notwithstanding anything to the contrary in this Section 5, Shaw may
prohibit offers and sales of Transfer Restricted Securities pursuant to the
Shelf Registration Statement at any time if (A)(i) it is in possession of
material non-public information, (ii) the Board of Directors of Shaw
determines (based on advice of counsel) that such prohibition is necessary
in order to avoid a requirement to disclose such material non-public
information, and (iii) the Board of Directors of Shaw determines in good
faith that disclosure of such material non-public information would not be
in the best interests of Shaw and its shareholders or (B) Shaw has made a
public announcement relating to an acquisition or business combination
transaction including Shaw and/or one or more of its subsidiaries (i) that
is material to Shaw and its subsidiaries taken as a whole and (ii) the
Board of Directors of Shaw determines in good faith that offers and sales
of Transfer Restricted Securities pursuant to the Shelf Registration
Statement prior to the consummation of such transaction (or such earlier
date as the Board of Directors shall determine) is not in the best
interests of Shaw and its shareholders or (C)(i) disclosure is required in
the Shelf Registration Statement of financial information of any person or
entity other than Shaw or its subsidiaries and affiliates pursuant to
Article 3 or Article 11 of Regulation S-X under the Securities Act of 1933,
as amended (the "Securities Act") and (ii) any of such required financial
information (including related audit reports and consents of independent
accountants) is not available to Shaw after use of commercially reasonable
efforts to obtain such financial information)(the period during which any
such prohibition of offers and sales of Transfer Restricted Securities
pursuant to the Shelf Registration Statement is in effect pursuant to
clause (A) or (B) of this subparagraph (a) is referred to herein as a
"Suspension Period"). A Suspension Period shall commence on and include the
date on which Shaw provides written notice to the Shareholders that offers
and sales of Transfer Restricted Securities cannot be made thereunder in
accordance with this Section 5 and shall end on the date on which the
Shareholders are advised in writing by Shaw that offers and sales of
Transfer Restricted Securities pursuant to the Shelf Registration Statement
and use of the prospectus constituting a part of the Shelf Registration
Statement may be resumed; provided, however, that the aggregate number of
days in all Suspension Periods during any calendar year shall not exceed
120. Written notices and advices to the Shareholders pursuant to this
Section 5 shall be effective if provided to the Shareholder Representative
in accordance with Section 10.
(b) The Shareholders may not include any of their Transfer Restricted
Securities in any Shelf Registration Statement pursuant to this Agreement
unless the Shareholders furnish to Shaw in writing, within 10 business days
after receipt of a request therefor, such information as Shaw may
reasonably request for use in connection with any Shelf Registration
Statement or prospectus or preliminary prospectus included therein.
(c) For purposes of this Section 5, "Transfer Restricted Securities"
shall mean each Share, until each such Share (A) has been effectively
registered under the Securities Act and disposed of in accordance with the
Shelf Registration Statement covering it, (B) is distributed to the public
pursuant to Rule 144 or (C) is sold or is available to be sold pursuant to
Rule 144(k) (or any similar provisions then in force) under the Securities
Act or otherwise or (D) is sold pursuant to Rule 904 of Regulation S under
the Securities Act.
6. If and whenever Shaw is required by the provisions of this Agreement to use
its best efforts to effect the registration of any of the Transfer
Restricted Securities under the Securities Act, Shaw will:
(a) furnish to each selling stockholder such number of prospectuses
and preliminary prospectuses in conformity with the requirements of the
Securities Act, and such other documents as such seller may reasonably
request in order to facilitate the public sale or other disposition of the
Transfer Restricted Securities owned by such seller;
(b) use commercially reasonable efforts to register or qualify the
Transfer Restricted Securities covered by such registration statement under
such other securities or blue sky laws of such jurisdictions as each such
selling stockholder shall reasonably request and do any and all other acts
and things which may be necessary or desirable to enable such seller to
consummate the public sale or other disposition in such jurisdiction of the
Transfer Restricted Securities owned by such seller; and
(c) use commercially reasonable efforts to list the Shares with any
securities exchange or market on which the Common Stock is then listed.
7. All expenses incident to Shaw's performance of or compliance with this
Agreement will be borne by Shaw. Such expenses shall include, without
limitation, (i) all registration and filing fees (including those of the
Commission and the New York Stock Exchange, Inc.), (ii) fees and expenses
of compliance with all applicable state securities or "blue sky" laws,
(iii) printing and engraving expenses, (a) fees and disbursements of
counsel and independent accountants for Shaw, (iv) listing fees on any
applicable stock exchange or trading system, and (v) rating agency fees.
8. In the event of a registration of any of the Transfer Restricted Securities
under the Securities Act, Shaw will hold harmless the seller of such
Transfer Restricted Securities, and each director, officer and partner of
such seller and each other person, if any, who controls such seller within
the meaning of Section 15 of the Securities Act, against any losses,
claims, damages or liabilities, joint or several, to which such seller or
controlling persons may become subject under the Securities Act or
otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any violation of
law by Shaw or its agents or any untrue statement or alleged untrue
statement of any material fact contained, on the effective date thereof, in
any registration statement under which such Transfer Restricted Securities
was registered under the Securities Act, any preliminary prospectus or
final prospectus contained therein, or any amendment or supplement thereof,
or arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make
the statements therein not misleading; and will reimburse such seller and
each such controlling person for any legal or any other expenses reasonably
incurred by them in connection with investigating or defending any such
loss, claim, damage, liability or action; provided, however, that Shaw will
not be liable in any such case to the extent that any such loss, claim,
damage or liability arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission made in such
registration statement, said preliminary prospectus or said prospectus or
said amendment or supplement in reliance upon and in conformity with
written information furnished to Shaw through an instrument duly executed
by such seller specifically for use in the preparation thereof.
In the event of any registration of any of the Transfer Restricted
Securities under the Securities Act pursuant to this Agreement, each seller
of such Transfer Restricted Securities, severally and not jointly, will
indemnify and hold harmless Shaw and each person, if any, who controls Shaw
within the meaning of Section 15 of the Securities Act, each officer of
Shaw who signs the registration statement and each director of Shaw within
the meaning of Section 15 of the Securities Act, against any and all such
losses, claims, damages or liabilities referred to in the above paragraph,
if the statement, alleged statement, omission or alleged omission in
respect of which such loss, claim, damage or liability is asserted was made
in reliance upon and in conformity with information furnished in writing to
Shaw by or on behalf of such seller specifically for use in connection with
the preparation of such registration statement, preliminary prospectus,
prospectus, amendment or supplement.
9. Prior to any proposed transfer of any of the Transfer Restricted Securities
(other than under pursuant to an effective registration as provided
herein), the Shareholder shall give written notice to Shaw of such
Shareholder's intention to effect such transfer. Each such notice shall
describe the manner and circumstances of the proposed transfer in
sufficient detail, and shall be accompanied by a written opinion (in form
and content acceptable to Shaw) of such counsel as shall be satisfactory to
Shaw to the effect that (i) such proposed transfer does not create a
situation which would require the registration of any of the Transfer
Restricted Securities under the Securities Act; and (ii) the proposed
transfer may be effected without registration under the Securities Act of
the Transfer Restricted Securities to be transferred (as, for example, that
such transfer may be made pursuant to and in compliance with the conditions
of Rule 144 or Rule 237 under the Securities Act (or any other similar rule
in effect at the time)). Shaw's acceptance of such an opinion as
satisfactory shall not be unreasonably withheld. Such proposed transfer may
be effected only if Shaw shall have received such notice and opinion of
counsel, whereupon the holder of such Transfer Restricted Securities shall
be entitled to transfer such Transfer Restricted Securities in accordance
with the terms of the notice delivered by the holder to Shaw. The
certificate issued upon the transfer of any such Transfer Restricted
Securities as above provided (and the certificate evidencing any
untransferred balance of such Transfer Restricted Securities) shall bear
the restrictive legend set forth in Section 1 above, except that the
certificate shall not bear such restrictive legend and the holder thereof
shall be entitled to receive from Shaw, without expense, a new certificate
not bearing such legend, if the opinion of counsel referred to above is to
the further effect that such legend or legends are not required in order to
establish compliance with any provisions of the Securities Act. The rights
of the Shareholders under this Agreement may be transferred or assigned
only upon the written consent of Shaw.
10. Each of the Shareholders hereby constitutes and appoints Rodger D. Bagwell
as his or her true and lawful attorney-in-fact, agent and representative
(the "Shareholder Representative"), with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in
any and all capacities, to negotiate and sign all amendments to this
Agreement, and all other documents in connection with the transactions
contemplated by this Agreement, including without limitation those
instruments called for by this Agreement and all waivers, consents,
instructions, authorizations and other actions called for, contemplated or
that may otherwise be necessary or appropriate in connection with this
Agreement or any of the foregoing agreements or instruments, granting unto
the Shareholder Representative full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully
to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that the Shareholder Representative, or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof, including without limitation, the power and authority to deliver
and convey his Shares in accordance with the terms hereof, to receive and
give receipt for all consideration due him pursuant to this Agreement and
to receive all notices, requests and demands that may be made under and
pursuant to this Agreement. Should the Shareholder Representative be unable
or unwilling to serve or to appoint his successor to serve in his stead,
and unless the Shareholders appoint a successor to serve in his stead, the
Shareholders shall be required to act jointly so that Shaw may always deal
with one person on their behalf.
11. All notices and other communications provided for or permitted hereunder
shall be made in writing by hand-delivery, first-class mail (registered or
certified, return receipt requested), telex, telecopier or air courier
guaranteeing overnight delivery:
If to the Shareholders:
Rodger D. Bagwell
10404 Twin Port Road
P. O. Box 367
Delcambre, Louisiana 70528
Telephone: (318) 685-4725
Telecopy: (318) 685-4708
If to Shaw:
The Shaw Group Inc.
11100 Mead Road
Baton Rouge, Louisiana 70816
Telephone: (504) 296-1154
Telecopy: (504) 296-1192
Attention: George P. Bevan, Executive Vice President
12. This Agreement shall be governed by, and construed in accordance with, the
laws of the State of Louisiana, without regard to principles of conflicts
of laws.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first written above.
THE SHAW GROUP INC.
By: /s/ George P. Bevan
-----------------------
George P. Bevan
Executive Vice President
SHAREHOLDERS OF BAGWELL BROTHERS, INC.:
/s/ Rodger D. Bagwell
---------------------
Rodger D. Bagwell
/s/ P. Coleman Bagwell
----------------------
P. Coleman Bagwell
/s/ Stephanie Bagwell Mouton
----------------------------
Stephanie Bagwell Mouton
/s/ Billy Royce Bagwell
-----------------------
Billy Royce Bagwell
<PAGE>
REGISTRATION RIGHTS AGREEMENT
(Eagle Industries, Inc.)
THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") dated as of July 28,
1998, between The Shaw Group Inc., a Louisiana corporation ("Shaw") and
Stephanie Bagwell Mouton, the sole shareholder (the "Shareholder") of Eagle
Industries, Inc. ("Eagle").
Preliminary Statement
Shaw, the Shareholder and Eagle are parties to that certain Stock Purchase
Agreement dated as of July 28, 1998 (the "Purchase Agreement"), pursuant to
which, on the date hereof, Shaw is issuing 9600 shares (the "Shares") of Shaw's
common stock, no par value (the "Common Stock"), to the Shareholder.
NOW, THEREFORE, in consideration of the transactions effected pursuant to
the Purchase Agreement and the premises and the mutual agreements set forth
herein, Shaw and the Shareholder hereby agree as follows:
1. The Shares shall bear a legend substantially identical to the following:
THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR APPLICABLE
STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED,
OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS
COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES, OR (ii) THIS
CORPORATION RECEIVES AN OPINION SATISFACTORY TO THIS CORPORATION OF LEGAL
COUNSEL FOR THE HOLDER OF THESE SECURITIES SATISFACTORY TO THIS CORPORATION
STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION. THE SECURITIES
EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO (A) THE RESTRICTIONS SET FORTH
IN SECTION 3.28 OF THAT CERTAIN STOCK PURCHASE AGREEMENT DATED AS OF JULY
28, 1998 (THE "PURCHASE AGREEMENT") BETWEEN THE SHAREHOLDER OF EAGLE
INDUSTRIES, INC. ("EAGLE") AND THE SHAW GROUP INC. ("SHAW") AND (B) THE
RESTRICTIONS SET FORTH IN THE REGISTRATION RIGHTS AGREEMENT DATED AS OF
JULY 28 , 1998 (THE "REGISTRATION AGREEMENT") BETWEEN SHAW AND THE
SHAREHOLDER OF EAGLE. COPIES OF THE PURCHASE AGREEMENT AND THE REGISTRATION
AGREEMENT ARE FILED WITH THE SECRETARY OF SHAW. BY ACCEPTANCE OF THIS
CERTIFICATE, THE HOLDER HEREOF AGREES TO BE BOUND BY THE TERMS OF THE
PURCHASE AGREEMENT AND THE REGISTRATION AGREEMENT.
2. Shaw represents and warrants to the Shareholder that the Shares are (a)
duly authorized, validly issued, fully paid and nonassessable and (b) free
and clear of all liens, claims and encumbrances other than those created by
any action or inaction of the Shareholder.
3. Shaw represents and warrants that (a) it has the corporate power and
authority to enter into and perform its obligations under this Agreement,
(b) this Agreement has been duly and validly authorized by all necessary
action, corporate or otherwise, (c) this Agreement has been duly executed
and delivered by it, and (d) this Agreement constitutes the valid and
legally binding obligation of it, enforceable against it in accordance with
its terms, except that (i) the enforceability hereof may be limited by
bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium
or other similar laws now or hereinafter in effect relating to creditors'
rights generally and (ii) the remedy of specific performance and other
forms of equitable relief may be subject to certain equitable defenses and
to the discretion of the court before which proceeding therefor may be
brought.
4. Shareholder represents and warrants, as applicable, that (a) Shareholder
has the power and authority to enter into and perform Shareholder's
obligations under this Agreement, (b) this Agreement has been duly and
validly authorized by all necessary action of Shareholder, (c) this
Agreement has been duly executed and delivered by Shareholder, and (d) this
Agreement constitutes the valid and legally binding obligation of
Shareholder, enforceable against Shareholder in accordance with its terms,
except that (i) the enforceability hereof may be limited by bankruptcy,
insolvency, reorganization, fraudulent conveyance, moratorium or other
similar laws now or hereinafter in effect relating to creditors' rights
generally and (ii) the remedy of specific performance and other forms of
equitable relief may be subject to certain equitable defenses and to the
discretion of the court before which proceeding therefor may be brought.
5. (a) Shaw shall cause to be filed with the Securities and Exchange
Commission (the "Commission") on or prior to September 1, 1998, a shelf
registration statement pursuant to Rule 415 under the Securities Act of
1933, as amended (the "Shelf Registration Statement") on Form S-1 or Form
S-3, if the use of such form is then available and as determined by Shaw,
to cover resales of Transfer Restricted Securities (as hereinafter
defined). The Shareholder shall provide the information required pursuant
to Section 5(b) hereof. Shaw shall use commercially reasonable efforts to
cause such Shelf Registration Statement to be declared effective by the
Commission on or prior to 60 days after the date the Shelf Registration
Statement is initially filed with the Commission. Shaw shall use
commercially reasonable efforts to keep such Shelf Registration Statement
continuously effective for a period ending two years from the effective
date thereof or such shorter period as will terminate when each of the
Transfer Restricted Securities covered by the Shelf Registration Statement
shall cease to be a Transfer Restricted Security.
If there shall occur any event that would cause the Shelf Registration
Statement (i) to contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make
the statements therein not misleading or (ii) to be not effective and
usable for resale of Transfer Restricted Securities during the period that
such Shelf Registration Statement is required to be effective and usable,
Shaw shall as promptly as practicable (but not later than 60 days) file an
amendment to the Shelf Registration Statement, in the case of clause (i),
correcting any such misstatement or omission, and in the case of either
clause (i) or (ii), use commercially reasonable efforts to cause such
amendment to be declared effective and such Shelf Registration Statement to
become usable as soon as practicable thereafter.
Notwithstanding anything to the contrary in this Section 5, Shaw may
prohibit offers and sales of Transfer Restricted Securities pursuant to the
Shelf Registration Statement at any time if (A)(i) it is in possession of
material non-public information, (ii) the Board of Directors of Shaw
determines (based on advice of counsel) that such prohibition is necessary
in order to avoid a requirement to disclose such material non-public
information, and (iii) the Board of Directors of Shaw determines in good
faith that disclosure of such material non-public information would not be
in the best interests of Shaw and its shareholders or (B) Shaw has made a
public announcement relating to an acquisition or business combination
transaction including Shaw and/or one or more of its subsidiaries (i) that
is material to Shaw and its subsidiaries taken as a whole and (ii) the
Board of Directors of Shaw determines in good faith that offers and sales
of Transfer Restricted Securities pursuant to the Shelf Registration
Statement prior to the consummation of such transaction (or such earlier
date as the Board of Directors shall determine) is not in the best
interests of Shaw and its shareholders or (C)(i) disclosure is required in
the Shelf Registration Statement of financial information of any person or
entity other than Shaw or its subsidiaries and affiliates pursuant to
Article 3 or Article 11 of Regulation S-X under the Securities Act of 1933,
as amended (the "Securities Act") and (ii) any of such required financial
information (including related audit reports and consents of independent
accountants) is not available to Shaw after use of commercially reasonable
efforts to obtain such financial information)(the period during which any
such prohibition of offers and sales of Transfer Restricted Securities
pursuant to the Shelf Registration Statement is in effect pursuant to
clause (A) or (B) of this subparagraph (a) is referred to herein as a
"Suspension Period"). A Suspension Period shall commence on and include the
date on which Shaw provides written notice to the Shareholder that offers
and sales of Transfer Restricted Securities cannot be made thereunder in
accordance with this Section 5 and shall end on the date on which the
Shareholder is advised in writing by Shaw that offers and sales of Transfer
Restricted Securities pursuant to the Shelf Registration Statement and use
of the prospectus constituting a part of the Shelf Registration Statement
may be resumed; provided, however, that the aggregate number of days in all
Suspension Periods during any calendar year shall not exceed 120. Written
notices and advices to the Shareholder pursuant to this Section 5 shall be
effective if provided to the Shareholder Representative in accordance with
Section 10.
(b) The Shareholder may not include any of its Transfer Restricted
Securities in any Shelf Registration Statement pursuant to this Agreement
unless the Shareholder furnishs to Shaw in writing, within 10 business days
after receipt of a request therefor, such information as Shaw may
reasonably request for use in connection with any Shelf Registration
Statement or prospectus or preliminary prospectus included therein.
(c) For purposes of this Section 5, "Transfer Restricted Securities"
shall mean each Share, until each such Share (A) has been effectively
registered under the Securities Act and disposed of in accordance with the
Shelf Registration Statement covering it, (B) is distributed to the public
pursuant to Rule 144 or (C) is sold or is available to be sold pursuant to
Rule 144(k) (or any similar provisions then in force) under the Securities
Act or otherwise or (D) is sold pursuant to Rule 904 of Regulation S under
the Securities Act.
6. If and whenever Shaw is required by the provisions of this Agreement to use
its best efforts to effect the registration of any of the Transfer
Restricted Securities under the Securities Act, Shaw will:
(a) furnish to each selling stockholder such number of prospectuses
and preliminary prospectuses in conformity with the requirements of the
Securities Act, and such other documents as such seller may reasonably
request in order to facilitate the public sale or other disposition of the
Transfer Restricted Securities owned by such seller;
(b) use commercially reasonable efforts to register or qualify the
Transfer Restricted Securities covered by such registration statement under
such other securities or blue sky laws of such jurisdictions as each such
selling stockholder shall reasonably request and do any and all other acts
and things which may be necessary or desirable to enable such seller to
consummate the public sale or other disposition in such jurisdiction of the
Transfer Restricted Securities owned by such seller; and
(c) use commercially reasonable efforts to list the Shares with any
securities exchange or market on which the Common Stock is then listed.
7. All expenses incident to Shaw's performance of or compliance with this
Agreement will be borne by Shaw. Such expenses shall include, without
limitation, (i) all registration and filing fees (including those of the
Commission and the New York Stock Exchange, Inc.), (ii) fees and expenses
of compliance with all applicable state securities or "blue sky" laws,
(iii) printing and engraving expenses, (a) fees and disbursements of
counsel and independent accountants for Shaw, (iv) listing fees on any
applicable stock exchange or trading system, and (v) rating agency fees.
8. In the event of a registration of any of the Transfer Restricted Securities
under the Securities Act, Shaw will hold harmless the seller of such
Transfer Restricted Securities, and each director, officer and partner of
such seller and each other person, if any, who controls such seller within
the meaning of Section 15 of the Securities Act, against any losses,
claims, damages or liabilities, joint or several, to which such seller or
controlling persons may become subject under the Securities Act or
otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any violation of
law by Shaw or its agents or any untrue statement or alleged untrue
statement of any material fact contained, on the effective date thereof, in
any registration statement under which such Transfer Restricted Securities
was registered under the Securities Act, any preliminary prospectus or
final prospectus contained therein, or any amendment or supplement thereof,
or arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make
the statements therein not misleading; and will reimburse such seller and
each such controlling person for any legal or any other expenses reasonably
incurred by them in connection with investigating or defending any such
loss, claim, damage, liability or action; provided, however, that Shaw will
not be liable in any such case to the extent that any such loss, claim,
damage or liability arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission made in such
registration statement, said preliminary prospectus or said prospectus or
said amendment or supplement in reliance upon and in conformity with
written information furnished to Shaw through an instrument duly executed
by such seller specifically for use in the preparation thereof.
In the event of any registration of any of the Transfer Restricted
Securities under the Securities Act pursuant to this Agreement, each seller
of such Transfer Restricted Securities, severally and not jointly, will
indemnify and hold harmless Shaw and each person, if any, who controls Shaw
within the meaning of Section 15 of the Securities Act, each officer of
Shaw who signs the registration statement and each director of Shaw within
the meaning of Section 15 of the Securities Act, against any and all such
losses, claims, damages or liabilities referred to in the above paragraph,
if the statement, alleged statement, omission or alleged omission in
respect of which such loss, claim, damage or liability is asserted was made
in reliance upon and in conformity with information furnished in writing to
Shaw by or on behalf of such seller specifically for use in connection with
the preparation of such registration statement, preliminary prospectus,
prospectus, amendment or supplement.
9. Prior to any proposed transfer of any of the Transfer Restricted Securities
(other than under pursuant to an effective registration as provided
herein), the Shareholder shall give written notice to Shaw of such
Shareholder's intention to effect such transfer. Each such notice shall
describe the manner and circumstances of the proposed transfer in
sufficient detail, and shall be accompanied by a written opinion (in form
and content acceptable to Shaw) of such counsel as shall be satisfactory to
Shaw to the effect that (i) such proposed transfer does not create a
situation which would require the registration of any of the Transfer
Restricted Securities under the Securities Act; and (ii) the proposed
transfer may be effected without registration under the Securities Act of
the Transfer Restricted Securities to be transferred (as, for example, that
such transfer may be made pursuant to and in compliance with the conditions
of Rule 144 or Rule 237 under the Securities Act (or any other similar rule
in effect at the time)). Shaw's acceptance of such an opinion as
satisfactory shall not be unreasonably withheld. Such proposed transfer may
be effected only if Shaw shall have received such notice and opinion of
counsel, whereupon the holder of such Transfer Restricted Securities shall
be entitled to transfer such Transfer Restricted Securities in accordance
with the terms of the notice delivered by the holder to Shaw. The
certificate issued upon the transfer of any such Transfer Restricted
Securities as above provided (and the certificate evidencing any
untransferred balance of such Transfer Restricted Securities) shall bear
the restrictive legend set forth in Section 1 above, except that the
certificate shall not bear such restrictive legend and the holder thereof
shall be entitled to receive from Shaw, without expense, a new certificate
not bearing such legend, if the opinion of counsel referred to above is to
the further effect that such legend or legends are not required in order to
establish compliance with any provisions of the Securities Act. The rights
of the Shareholder under this Agreement may be transferred or assigned only
upon the written consent of Shaw.
10. All notices and other communications provided for or permitted hereunder
shall be made in writing by hand-delivery, first-class mail (registered or
certified, return receipt requested), telex, telecopier or air courier
guaranteeing overnight delivery:
If to the Shareholder:
Stephanie Bagwell Mouton
10404 Twin Port Road
P. O. Box 367
Delcambre, Louisiana 70528
Telephone: (318) 685-4725
Telecopy: (318) 685-4708
If to Shaw:
The Shaw Group Inc.
11100 Mead Road
Baton Rouge, Louisiana 70816
Telephone: (504) 296-1154
Telecopy: (504) 296-1192
Attention: George P. Bevan, Executive Vice President
11. This Agreement shall be governed by, and construed in accordance with, the
laws of the State of Louisiana, without regard to principles of conflicts
of laws.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first written above.
THE SHAW GROUP INC.
By: /s/ George P. Bevan
-----------------------
George P. Bevan
Executive Vice President
SHAREHOLDER OF EAGLE INDUSTRIES, INC.
/s/ Stephanie Bagwell Mouton
----------------------------
Stephanie Bagwell Mouton
<PAGE>
Exhibit 5.1(4)
[KANTROW, SPAHT, WEAVER & BLITZER LETTERHEAD]
September 2, 1998
The Shaw Group Inc.
11100 Mead Road
Baton Rouge, LA 70816
Re: Registration Statement on Form S-3 (the "Registration Statement")
Ladies and Gentlemen:
We have acted as counsel to The Shaw Group Inc. (the "Company") in
connection with the preparation of the Registration Statement on Form S-3 (the
"Registration Statement") filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, covering 645,000 shares of the
Company's no par value common stock (the "Common Stock"). The 645,000 shares of
Common Stock covered by the Registration Statement were delivered by the Company
to the Selling Stockholders identified in the Registration Statement in
transactions described therein.
We have examined the originals, or copies certified or otherwise identified
to our satisfaction, of the Company's Articles of Incorporation, as amended and
restated, its By-Laws, as amended and restated, resolutions of its Board of
Directors, and such other documents and corporate records as we have deemed
necessary as the basis for the opinion expressed herein. Based upon the
foregoing and in reliance thereon, and after examination of such matters of law
as we deem applicable or relevant hereto, it is our opinion that:
1. The Company has been duly incorporated under the laws of the State of
Louisiana and is validly existing and in good standing under the laws of that
State; and
2. The 645,000 shares of the Company's Common Stock covered by the
Registration Statement have been duly authorized and are legally issued, fully
paid and non-assessable.
We have relied for purposes of the opinion set forth in Paragraph 1 with
respect to the good standing of the Company, solely on a Certificate of Good
Standing issued by the Secretary of State of Louisiana dated July 16, 1998.
We hereby expressly consent to the reference to our firm under the
Prospectus caption "Legal Matters", to the inclusion of this opinion as an
exhibit to the Registration Statement and to the filing of this opinion with any
appropriate governmental agency.
Very truly yours,
KANTROW, SPAHT, WEAVER & BLITZER
(A PROFESSIONAL LAW CORPORATION)
/S/ Kantrow, Spaht, Weaver & Blitzer
------------------------------------
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the use of our reports
and the incorporation by reference in this registration statement of our reports
dated October 15, 1997 including in or made a part of this registration
statement and in The Shaw Group Inc.'s Form 10-K for the year ended August 31,
1997 and to all references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
- -------------------------------
ARTHUR ANDERSEN LLP
New Orleans, Louisiana
September 1, 1998
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the use of our reports
and the incorporation by reference in this registration statement of our reports
dated October 15, 1997 including in or made a part of this registration
statement and in The Shaw Group Inc.'s Form 10-K for the year ended August 31,
1997 and to all references to our Firm included in this registration statement.
/s/ Hannis T. Bourgeois, L.L.P.
- -------------------------------
HANNIS T. BOURGEOIS, L. L. P.
Baton Rouge, Louisiana
September 1, 1998
