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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)
May 1, 2001
THE SHAW GROUP INC.
(Exact name of registrant as specified in its charter)
Louisiana 0-22992 72-1106167
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
8545 United Plaza Boulevard, Baton Rouge, Louisiana 70809
(Address of principal executive offices and zip code)
(225) 932-2500
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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Item 5 Other Events.
The Company is filing herewith certain agreements and press releases in
connection with the issuance of its zero-coupon Liquid Yield Option(TM) Notes
due 2021 ("LYONs"). The aggregate principal amount of LYONs at maturity is
$790,000,000. The LYONs were issued on an original issue discount basis of
$639.23 per LYON, providing the holders with a yield-to-maturity of 2.25%. The
Company raised approximately $490,000,000 in net proceeds from the sale of the
LYONs.
The LYONs are convertible into shares of the Company's common stock at
a fixed ratio of 8.2988 shares per $1,000 face value, or an effective conversion
price of $77.03 per share. The LYONs can be put to the Company on the third,
fifth, tenth and fifteenth anniversaries of the issue date at the issue price
plus the accrued original issue discount and can be paid in cash or stock at
Shaw's option. The LYONs are callable by Shaw any time after the fifth
anniversary of the issue at the issue price plus the accrued original issue
discount.
The Company has agreed to register for resale the LYONs and the shares
of common stock into which the LYONs are convertible pursuant to the
Registration Rights Agreement filed as an exhibit to this report.
This announcement is not, and is not to be deemed, an offer to sell the
LYONs or the shares of common stock into which the LYONs are convertible.
Item 7(c) Exhibits.
The following exhibits are furnished in accordance with Item 601 of
Regulation S-K:
4.1 Indenture dated as of May 1, 2001, between The Shaw Group Inc.
and United States Trust Company of New York
4.2 Registration Rights Agreement dated as of May 1, 2001, among The
Shaw Group Inc., Merrill Lynch & Co. and Merrill Lynch, Pierce,
Fenner & Smith, Incorporated.
99.1 Press Release dated April 26, 2001 - Shaw Sells $377 Million Zero
Coupon Liquid Yield Option(TM)Notes.
99.2 Press Release dated April 30, 2001 - Shaw Receives Additional
$124 Million in Proceeds from Prior LYONs Placement.
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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.
(Registrant)
Date: May 11, 2001 By: /s/ ROBERT L. BELK
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Robert L. Belk, Executive Vice President
and Chief Financial Officer
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THE SHAW GROUP INC.
EXHIBIT INDEX
Form 8-K
May 1, 2001
Exhibit Number Description
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4.1 Indenture dated as of May 1, 2001, between The Shaw
Group Inc. and the United States Trust Company of New
York
4.2 Registration Rights Agreement dated as of May 1, 2001,
among The Shaw Group Inc., Merrill Lynch & Co. and
Merrill Lynch, Pierce, Fenner & Smith Incorporated
99.1 Press Release dated April 26, 2001 - Shaw Sells $377
Million Zero Coupon Liquid Yield Option(TM)Notes
99.2 Press Release dated April 30, 2001 - Shaw Receives
Additional $124 Million in Proceeds from Prior LYONs
Placement
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