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UNITED STATES
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): FEBRUARY 27, 2003
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THE SHAW GROUP INC.
(Exact name of registrant as specified in its charter)
LOUISIANA 1-12227 72-1106167
(State of Incorporation) (Commission File Number) (I.R.S. Employer
Identification Number)
4171 ESSEN LANE
BATON ROUGE, LOUISIANA 70809
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (225) 932-2500
NOT APPLICABLE
(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS
On February 26, 2003, The Shaw Group Inc. (the "Company") issued a press release
announcing that it intends to offer $250.0 million principal amount at
maturity of senior notes due 2010 in a private placement to qualified
institutional buyers in accordance with Rule 144A under the Securities Act of
1933, as amended (the "Securities Act"), and in offshore transactions in
accordance with Regulation S under the Securities Act. The Company also
announced that it intends to use the net proceeds of the proposed private
placement of the Notes to purchase for cash up to $384.6 million aggregate
principal amount at maturity of its outstanding zero coupon, unsecured,
convertible debt Liquid Yield Option(TM) Notes due 2021 (the "LYONs") by means
of a tender offer using a modified Dutch auction procedure.
The full text of the press release is attached hereto as Exhibit 99.1 and
incorporated herein by reference.
The information contained in this Current Report on Form 8-K, including the
exhibit hereto, is neither an offer to sell nor a solicitation of an offer to
buy any of the Notes. The Notes to be offered will not be registered under the
Securities Act or applicable state securities laws and may not be offered or
sold in the United States absent registration or an applicable exemption from
the registration requirements of the Securities Act.
The information contained in this Current Report on Form 8-K, including the
exhibit hereto, is also not an offer to purchase, a solicitation of an offer to
purchase, or a solicitation of an offer to sell securities, with respect to any
LYONs. The offer to purchase LYONs may only be made pursuant to the terms of the
Company's Offer to Purchase and the accompanying Letter of Transmittal.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Press Release of The Shaw Group Inc. dated February 26, 2003.
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.
(Registrant)
Date: February 27, 2003 /s/ Gary P. Graphia
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Gary P. Graphia
Secretary and General Counsel
INDEX TO EXHIBITS
Exhibit Number Description
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99.1 Press Release of The Shaw Group Inc. dated
February 26, 2003.