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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JULY 9, 2001
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THE SHAW GROUP INC.
(Exact name of registrant as specified in its charter)
LOUISIANA 0-22992 72-1106167
(State or other jurisdiction (Commission File Number) (I.R.S. Employer Identification No.)
of incorporation or organization)
8545 UNITED PLAZA BOULEVARD
BATON ROUGE, LOUISIANA 70809
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (225) 932-2500
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Item 5. Other Events.
On July 9, 2001, the Board of Directors of our Company, The Shaw Group
Inc., a Louisiana corporation, declared a dividend of one preferred share
purchase right (a "Right") for each outstanding share of common stock, no par
value per share. The dividend is payable on July 31, 2001 to the stockholders of
record on July 31, 2001.
These Rights, which are governed by a Rights Agreement dated July 9,
2001 between our company and First Union National Bank, as Rights Agent, protect
stockholders from coercive or otherwise unfair takeover tactics. In general
terms, the Rights work by imposing a significant penalty upon any person or
group which acquires 15% or more of our outstanding common stock without the
approval of our Board. The Rights should not interfere with any merger or other
business combination approved by our Board.
For those interested in the specific terms of the Rights Agreement, we
provide the following summary description. Please note, however, that this
description is only a summary, and is not complete, and should be read together
with the entire Rights Agreement, which has been filed as an exhibit hereto. A
copy of the agreement is available free of charge from our Company.
The Rights. Our Board authorized the issuance of a Right with respect to each
outstanding share of common stock on July 9, 2001. The Rights will initially
trade with, and will be inseparable from, the shares of common stock. The Rights
are evidenced only by certificates that represent shares of common stock. New
Rights will accompany any new shares of common stock we issue after July 31,
2001 until the Distribution Date described below.
Exercise Price. Each Right will allow its holder to purchase from our Company
one one-hundredth of a share of Series A Junior Participating Preferred Stock
("Preferred Share") for $170, once the Rights become exercisable. This portion
of a Preferred Share will give the stockholder approximately the same dividend,
voting, and liquidation rights as would one share of common stock. Prior to
exercise, the Right does not give its holder any dividend, voting, or
liquidation rights.
Exercisability. The Rights will not be exercisable until
o 10 days after the public announcement that a person or group has become
an "Acquiring Person" by obtaining beneficial ownership of 15% or more
of our outstanding common stock, or, if earlier,
o 10 business days (or a later date determined by our Board before any
person or group becomes an Acquiring Person) after a person or group
begins a tender or exchange offer which, if completed, would result in
that person or group becoming an Acquiring Person.
We refer to the date when the Rights become exercisable as the
"Distribution Date." Until that date, the common stock certificates will also
evidence the Rights, and any transfer of shares of common stock will constitute
a transfer of Rights. After that date, the Rights will separate from the common
stock and be evidenced by book-entry credits or by Rights certificates that we
will mail to all eligible holders of common stock. Any Rights held by an
Acquiring Person are void and may not be exercised.
Our Board may reduce the threshold at which a person or group becomes
an Acquiring Person from 15% to not less than 10% of the outstanding common
stock.
Consequences of a Person or Group Becoming an Acquiring Person.
o Flip In. If a person or group becomes an Acquiring Person, all holders
of Rights except the Acquiring Person may, for $170, purchase shares of
our common stock with a market value of $340, based on the market price
of the common stock prior to such acquisition.
o Flip Over. If our Company is later acquired in a merger or similar
transaction after the Rights Distribution Date, all holders of Rights
except the Acquiring Person may, for $170, purchase shares of the
acquiring corporation with a market value of $340 based on the market
price of the acquiring corporation's stock, prior to such merger.
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Preferred Share Provisions.
Each one one-hundredth of a Preferred Share, if issued:
o will not be redeemable.
o will entitle holders to quarterly dividend payments of $.01 per share,
or an amount equal to the dividend paid on one share of common stock,
whichever is greater.
o will entitle holders upon liquidation either to receive $1 per share or
an amount equal to the payment made on one share of common stock,
whichever is greater.
o will have the same voting power as one share of common stock.
o if shares of our common stock are exchanged via merger, consolidation,
or a similar transaction, will entitle holders to a per share payment
equal to the payment made on one share of common stock.
The value of one one-hundredth interest in a Preferred Share should approximate
the value of one share of common stock.
Expiration. The Rights will expire on July 9, 2011.
Redemption. Our Board may redeem the Rights for $.01 per Right at any time
before any person or group becomes an Acquiring Person. If our Board redeems any
Rights, it must redeem all of the Rights. Once the Rights are redeemed, the only
right of the holders of Rights will be to receive the redemption price of $.01
per Right. The redemption price will be adjusted if we have a stock split or
stock dividends of our common stock.
Exchange. After a person or group becomes an Acquiring Person, but before an
Acquiring Person owns 50% or more of our outstanding common stock, our Board may
extinguish the Rights by exchanging one share of common stock or an equivalent
security for each Right, other than Rights held by the Acquiring Person.
Anti-Dilution Provisions. Our Board may adjust the purchase price of the
Preferred Shares, the number of Preferred Shares issuable and the number of
outstanding Rights to prevent dilution that may occur from a stock dividend, a
stock split, a reclassification of the Preferred Shares or common stock. No
adjustments to the Exercise Price of less than 1% will be made.
Amendments. The terms of the Rights Agreement may be amended by our Board
without the consent of the holders of the Rights. However, our Board may not
amend the Rights Agreement to lower the threshold at which a person or group
becomes an Acquiring Person to below 10% of our outstanding common stock. In
addition, the Board may not cause a person or group to become an Acquiring
Person by lowering this threshold below the percentage interest that such person
or group already owns. After a person or group becomes an Acquiring Person, our
Board may not amend the agreement in a way that adversely affects holders of the
Rights.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
4.1. Rights Agreement, dated as of July 9, 2001, between the Company and
First Union National Bank, as Rights Agent, specifying the terms of the
Rights, which includes the Form of Articles of Amendment to the
Restatement of the Articles of Incorporation of The Shaw Group Inc. as
Exhibit A, the form of Right Certificate as Exhibit B and the form of
the Summary of Rights to Purchase Preferred Shares as Exhibit C
(incorporated herein by reference to Exhibit 1 to the Company's
Registration Statement on Form 8-A filed with the Securities Exchange
Commission on July 30, 2001).
4.2. Form of Articles of Amendment to the Restatement of the Articles of
Incorporation of The Shaw Group Inc. (included as Exhibit A to the
Rights Agreement (Exhibit 4.1 hereto)) setting forth the terms of the
Series A Junior Participating Preferred Stock, no par value per share.
4.3. Form of Right Certificate (included as Exhibit B to the Rights
Agreement (Exhibit 4.1 hereto)). Pursuant to the Rights Agreement,
printed Right Certificates will not be delivered until as soon as
practicable after the Distribution Date.
4.4. Form of Summary of Rights to Purchase Preferred Shares (included as
Exhibit C to the Rights Agreement (Exhibit 4.1 hereto)) which, together
with certificates representing the outstanding Common Shares of the
Company, shall represent the Rights prior to the Distribution Date.
4.5. Specimen of legend to be placed, pursuant to Section 3(c) of the Rights
Agreement, on all new Common Share certificates issued by the Company
after July 31, 2001 and prior to the Distribution Date upon transfer,
exchange or new issuance (incorporated by reference to Exhibit 5 to the
Company's Registration Statement on Form 8-A filed with the Securities
Exchange Commission on July 30, 2001).
99.1 Press Release dated July 13, 2001.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
THE SHAW GROUP INC.
Date: July 30, 2001 By: /s/ GARY P. GRAPHIA
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Gary P. Graphia
General Counsel and Secretary
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EXHIBIT INDEX
<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION
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4.1. Rights Agreement, dated as of July 9, 2001, between the
Company and First Union National Bank, as Rights Agent,
specifying the terms of the Rights, which includes the Form of
Articles of Amendment to the Restatement of the Articles of
Incorporation of The Shaw Group Inc. as Exhibit A, the form of
Right Certificate as Exhibit B and the form of the Summary of
Rights to Purchase Preferred Shares as Exhibit C (incorporated
herein by reference to Exhibit 1 to the Company's Registration
Statement on Form 8-A filed with the Securities Exchange
Commission on July 30, 2001).
4.2. Form of Articles of Amendment to the Restatement of the
Articles of Incorporation of The Shaw Group Inc. (included as
Exhibit A to the Rights Agreement (Exhibit 4.1 hereto))
setting forth the terms of the Series A Junior Participating
Preferred Stock, no par value per share.
4.3. Form of Right Certificate (included as Exhibit B to the Rights
Agreement (Exhibit 4.1 hereto)). Pursuant to the Rights
Agreement, printed Right Certificates will not be delivered
until as soon as practicable after the Distribution Date.
4.4. Form of Summary of Rights to Purchase Preferred Shares
(included as Exhibit C to the Rights Agreement (Exhibit 4.1
hereto)) which, together with certificates representing the
outstanding Common Shares of the Company, shall represent the
Rights prior to the Distribution Date.
4.5. Specimen of legend to be placed, pursuant to Section 3(c) of
the Rights Agreement, on all new Common Share certificates
issued by the Company after July 31, 2001 and prior to the
Distribution Date upon transfer, exchange or new issuance
(incorporated by reference to Exhibit 5 to the Company's
Registration Statement on Form 8-A filed with the Securities
Exchange Commission on July 30, 2001).
99.1 Press Release dated July 13, 2001.
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