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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12
The Shaw Group Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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[THE SHAW GROUP INC. LOGO]
December 27, 2000
Dear Shareholder:
On or about December 15, 2000, our proxy materials for the 2001 Annual
Meeting of Shareholders to be held on January 16, 2001, were mailed or otherwise
delivered to shareholders of record on December 5, 2000. One item on the agenda
for the Annual Meeting is a proposed amendment to the Restatement of the
Articles of Incorporation of the Company to increase the number of shares of
common stock authorized thereunder from 50,000,000 shares to 200,000,000 shares
and to increase the number of shares of preferred stock authorized thereunder
from 5,000,00 shares to 20,000,000 shares. Such proposed amendment is set forth
in the Notice of Annual Meeting and accompanying Proxy Statement and Proxy Card
as Proposal No. 4.
We have been advised that certain shareholders would prefer to vote
separately on each of the increase in the authorized common stock and the
increase in the authorized preferred stock.
In order to allow voting on each of the proposed increases, we have
separated Proposal No. 4 into (a) a proposal to approve an increase in the
number of shares of authorized common stock from 50,000,000 shares to
200,000,000 shares and (b) a proposal to approve an increase in the number of
shares of authorized preferred stock from 5,000,000 shares to 20,000,000 shares.
Enclosed is a new Proxy Card that is identical to the one previously
delivered to you except Proposal No. 4 has been separated for voting purposes as
described in the preceding paragraph.
If you have not previously completed and returned your proxy, please
complete the new Proxy Card enclosed and return it to us in the enclosed
postage-paid envelope as soon as possible.
If you have already completed and returned the previously delivered proxy
and do not wish to submit a new Proxy Card, your proxy will be voted in
accordance with the instructions noted thereon, and with respect to Proposal No.
4, your vote will apply to each of the proposed increases in the authorized
stock of the Company. However, if you wish to change your prior vote, or vote
separately on each component of Proposal No. 4, please complete and return the
enclosed Proxy Card. If you use the new card, please remember to vote for all
matters set forth thereon.
We appreciate your assistance.
Very truly yours,
/s/ GARY P. GRAPHIA
Gary P. Graphia, Secretary
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o FOLD AND DETACH HERE o
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THE SOLICITATION OF THIS PROXY IS MADE ON BEHALF OF THE BOARD OF
DIRECTORS
THE SHAW GROUP INC.
8545 UNITED PLAZA BOULEVARD o BATON ROUGE, LOUISIANA 70809
The undersigned hereby appoints J.M. Bernhard, Jr. and Robert L. Belk, and
each of them with full power of substitution, the attorney and proxy of
the undersigned to attend the Annual Meeting of Shareholders of THE SHAW
GROUP INC. to be held at The Radisson Hotel, 4728 Constitution Avenue,
Baton Rouge, Louisiana, at 9:00 a.m. on January 16, 2001, or any
postponement or adjournment thereof, and to vote all shares of common
stock held of record by the undersigned on December 5, 2000, with all
powers the undersigned would possess if present upon the following matters
and upon any other business that may properly come before the meeting or
any postponement or adjournment thereof. The Board of Directors recommends
a vote for the following items:
1. ELECTION OF DIRECTORS
[ ] FOR all nominees listed in this block [ ] WITHHOLD AUTHORITY
(except as marked to the contrary) to vote for all
nominees listed in
this block
NOMINEES: J.M. Bernhard, Jr., William H. Grigg, L. Lane Grigsby,
David W. Hoyle, Albert McAlister and John W. Sinders, Jr.
INSTRUCTION: To withhold authority to vote for any individual
nominee, write that nominee's name on the space provided below:
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2. To approve the adoption of The Shaw Group Inc. 2001 Employee
Incentive Compensation Plan.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. To approve an amendment to The Shaw Group Inc. 1996 Non-Employee
Director Stock Option Plan to increase by 50,000 shares the number
of shares of the Company's no par value common stock reserved for
issuance thereunder.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4.a. To approve an amendment to Article IV of the Restatement of the
Articles of Incorporation of the Company to increase the authorized
shares of the Company's no par value common stock from 50,000,000
shares to 200,000,000 shares.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4.b. To approve an amendment to Article IV of the Restatement of the
Articles of Incorporation of the Company to increase the authorized
shares of the Company's no par value preferred stock from 5,000,000
shares to 20,000,000 shares.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
5. In their discretion, the Proxies are authorized to vote upon such
other business as may properly come before the meeting.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
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THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS SPECIFIED HEREIN. IF NO
SPECIFICATION IS MADE, IT IS THE INTENTION OF THE PROXIES TO VOTE FOR
PROPOSALS 1, 2, 3, 4 AND 5.
Shareholders are requested to confirm to the Company how many of the
shares they own as of December 5, 2000 were beneficially owned on or
before December 5, 1996, entitling such shareholder to five votes per
share, and how many were acquired after December 5, 1996, entitling
such shareholder to one vote per share. IF NO CONFIRMATION OF
BENEFICIAL OWNERSHIP IS RECEIVED FROM A SHAREHOLDER AT LEAST THREE (3)
BUSINESS DAYS PRIOR TO THE ANNUAL MEETING, IT WILL BE DEEMED BY THE
COMPANY THAT BENEFICIAL OWNERSHIP OF ALL SHARES WAS EFFECTED AFTER
DECEMBER 5, 1996, AND THAT THE SHAREHOLDER WILL BE ENTITLED TO ONE
VOTE FOR EACH SHARE. If a shareholder provides incorrect information,
he or she may provide correct information at any time at least three
(3) business days prior to the Annual Meeting.
PLEASE MARK, SIGN, DATE AND RETURN
THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE
I PLAN TO ATTEND MEETING [ ]
Dated:
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Signature
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Signature if held jointly
INSTRUCTIONS: This proxy, signed
and dated, must be returned for
your shares to be represented at
the Annual Meeting. To vote, please
mark the appropriate box for each
proposal in blue or black ink, date
and sign this proxy exactly as your
name appear(s) hereon. If stock is
held jointly, signature should
include both names. Executors,
administrators, trustees, guardians
and others signing in a
representative capacity should give
their full title.
SEE REVERSE SIDE