<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 4, 1999
REGISTRATION STATEMENT NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM S-3
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
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THE SHAW GROUP INC.
(Exact name of registrant as specified in its charter)
Louisiana 72-1106167
(State of Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
8545 United Plaza Boulevard
Baton Rouge, Louisiana 70809
(225) 932-2500
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
--------------------------
Gary P. Graphia
Secretary and General Counsel
The Shaw Group Inc.
8545 United Plaza Boulevard
Baton Rouge, Louisiana 70809
(225) 932-2500
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
--------------------------
Copies to:
Robert K. Hatcher Jeffrey A. Chapman David P. Oelman
Vinson & Elkins L.L.P. Vinson & Elkins L.L.P. Andrews & Kurth, L.L.P.
2300 First City Tower 3700 Trammell Crow Center 4200 Chase Tower
1001 Fannin 2001 Ross Avenue 600 Travis
Houston, Texas 77002-6760 Dallas, Texas 75201-2975 Houston, TX 77002
(713) 758-2222 (214) 220-7700 (713) 220-4045
--------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO
THE PUBLIC: As soon as practicable after this Registration Statement becomes
effective.
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. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. 333-88563 [X]
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 statement 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. [ ]
--------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==============================================================================================================================
TITLE OF EACH CLASS OF SECURITIES PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED AGGREGATE OFFERING PRICE (1) REGISTRATION FEE
- ----------------------------------------------- ---------------------------------------- -------------------------------------
<S> <C> <C>
Common Stock, no par value $9,200,000 $2,557.60
=============================================== ======================================== =====================================
(1) Calculated in accordance with Rule 457(o) under the Securities Act of 1933.
==============================================================================================================================
</TABLE>
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EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b)
under the Securities Act of 1933. The contents of the Registration Statement on
Form S-3 (File No. 333-88563) filed by The Shaw Group Inc. with the Securities
and Exchange Commission on October 7, 1999, as amended by Amendment No. 1
thereto filed on October 15, 1999, which was declared effective on November 4,
1999, are incorporated herein by reference.
2
<PAGE> 3
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
- ----------- ----------------------
<S> <C>
5.1 Opinion of Kantrow, Spaht, Weaver & Blitzer (A
Professional Law Corporation)
23.1 Consent of Vinson & Elkins L.L.P.
23.2 Consent of Kantrow, Spaht, Weaver & Blitzer (A
Professional Law Corporation) (included in Exhibit 5.1)
23.3 Consent of Arthur Andersen LLP
23.4 Consent of Hannis T. Bourgeois & Co., LLP
99.1 Officer's Certificate
</TABLE>
<PAGE> 4
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 amendment to
the registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the city of Baton Rouge, State of Louisiana, on
November 3, 1999.
THE SHAW GROUP, INC.
By: /s/ J.M. BERNHARD, JR.*
----------------------------------
J.M. Bernhard, Jr.
President and Chief Executive Officer
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.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
<S> <C> <C>
/s/ J.M. BERNHARD, JR.* President, Chief Executive Officer and November 3, 1999
- --------------------------------------- Director
J.M. Bernhard, Jr. (principal executive officer)
/s/ ROBERT L. BELK,* Executive Vice President, Chief Financial November 3, 1999
- --------------------------------------- Officer and Treasurer
Robert L. Belk (principal financial officer and
principal accounting officer)
/s/ ALBERT MCALISTER* Director November 3, 1999
- ---------------------------------------
Albert McAlister
/s/ L. LANE GRIGSBY* Director November 3, 1999
- ---------------------------------------
L. Lane Grigsby
/s/ DAVID W. HOYLE* Director November 3, 1999
- ---------------------------------------
David W. Hoyle
/s/ JOHN W. SINDERS, JR.* Director November 3, 1999
- ---------------------------------------
John W. Sinders, Jr.
/s/ WILLIAM H. GRIGG* Director November 3, 1999
- ---------------------------------------
William H. Grigg
</TABLE>
* By: /s/ Gary P Graphia
------------------------
Gary P. Graphia
Attorney-in-Fact
<PAGE> 1
EXHIBIT 5.1
[Kantrow, Spaht, Weaver & Blitzer Letterhead]
November 4, 1999
The Shaw Group Inc.
III United Plaza
2nd Floor
8545 United Plaza Boulevard
Baton Rouge, LA 70809
Re: The Shaw Group Inc. - Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as special, Louisiana counsel to The Shaw Group Inc., a
Louisiana corporation (the "Company") in connection with the public offering by
the Company of up to 3,000,000 shares of the Company's common stock, no par
value per share (the "Common Stock") and up to 450,000 shares of Common Stock
that may be sold in the event the Underwriters (as defined below) for the
offering elect to exercise their overallotment option, to be offered upon the
terms and subject to the conditions set forth in a Purchase Agreement (the
"Underwriting Agreement") to be entered into by and among the Company and
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Jefferies & Company, Inc.,
Morgan Keegan & Company, Inc. and RBC Dominion Securities Corporation, as
representatives of the several underwriters to be listed therein (the
"Underwriters").
We have examined the Company's Registration Statement on Form S-3 (SEC
File No. 333-88563), as amended, filed in connection with the Company's proposed
public offering, the originals, or copies certified or otherwise identified to
our satisfaction, of the Restated Articles of Incorporation of the Company, its
Amended and Restated By-Laws, resolutions of its Board of Directors, and such
other documents and corporate records as we have deemed necessary as the basis
for the opinions 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:
<PAGE> 2
The Shaw Group Inc.
November 4, 1999
Page 2
(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.
(2) The 3,450,000 shares of the Common Stock proposed to be
offered by the Company have been duly authorized and, when
duly issued in accordance with the resolutions of the Board of
Directors of the Company and delivered against payment
therefor as provided in the Underwriting Agreement, will be
validly issued, fully paid and non-assessable.
We have relied for purposes of the opinion set forth in Paragraph 1 with respect
to the valid existence and good standing of the Company, solely on a Certificate
of Good Standing issued by the Secretary of State of Louisiana dated October 27,
1999.
We are members of the Bar of the State of Louisiana and we do not
express any opinion herein concerning any law other than the law of the State of
Louisiana or the federal law of the United States.
We hereby expressly consent to the reference to our firm under the
caption "Legal Matters," in the Prospectus forming a part of the Registration
Statement on Form S-3 filed pursuant to Rule 462(b) under the Securities Act of
1933, as amended, to the inclusion of this opinion as an exhibit to such
Registration Statement, and to the filing of this opinion with any appropriate
governmental agency, all in connection with the proposed public offering
described in the Registration Statement on Form S-3 (SEC File No. 333-88563), as
amended.
Very truly yours,
/s/ KANTROW, SPAHT, WEAVER & BLITZER
(A PROFESSIONAL LAW CORPORATION)
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EXHIBIT 23.1
We hereby consent to the references to us under the heading "Legal
Matters" in the prospectus that forms a part of the Registration Statement. In
giving this consent, we do not hereby admit that we are within the category of
persons whose consent is required under Section 7 of the Securities Act of 1933
and the rules and regulations of the Securities and Exchange Commission
promulgated thereunder.
/s/ Vinson & Elkins L.L.P.
November 4, 1999
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our reports
and to all references to our Firm included in or made part of this registration
statement.
/s/ ARTHUR ANDERSEN LLP
New Orleans, Louisiana
November 3, 1999
<PAGE> 1
EXHIBIT 23.4
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our reports
(and to all references to our Firm) included in or made a part of this
registration statement.
/s/ HANNIS T. BOURGEOIS, LLP
November 4, 1999
<PAGE> 1
EXHIBIT 99.1
OFFICER'S CERTIFICATE
The undersigned, Gary P. Graphia, Secretary and General Counsel of The
Shaw Group Inc., a Louisiana corporation (the "Registrant"), hereby certifies to
the Securities and Exchange Commission (the "Commission") as set forth below.
This certificate is being delivered in connection with the filing by the
Registrant under the Securities Act of 1933 and Rule 462(b) promulgated
thereunder of a registration statement on Form S-3 (the "Abbreviated
Registration Statement") relating to the registration of additional securities
of the same class as were included in Registration Statement No. 333-88563,
which was declared effective by the Commission on November 4, 1999.
1. The Registrant has instructed its bank to transmit to the
Commission by wire transfer of immediately available funds the
registration fee specified on the facing sheet of the
Abbreviated Registration Statement;
2. The Registrant will confirm the receipt of these instructions
by its bank during regular business hours on the business day
following the date hereof;
3. The Registrant will not revoke such instructions; and
4. The Registrant has sufficient funds in its account at its bank
to cover the amount of such registration fee.
IN WITNESS WHEREOF, the undersigned in his capacity as Secretary and
General Counsel of the Corporation has executed this Certificate this 4th day of
November, 1999.
/s/ GARY P. GRAPHIA
------------------------------
Gary P. Graphia
Secretary and General Counsel
