1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 10, 2000. REGISTRATION NO. 333-____ =============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- SCHEDULE TO TENDER OFFER STATEMENT (UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934) -------------------- SHAW INDUSTRIES, INC. (Name of Subject Company (issuer) and Filing Person (offeror)) COMMON STOCK NO PAR VALUE SERIES A PARTICIPATING PREFERRED STOCK RIGHTS (Title of Class of Securities) 8202-86-102 (CUSIP Number of Class of Securities) Bennie M. Laughter, Esq. Vice President, Secretary and General Counsel Shaw Industries, Inc. 616 East Walnut Avenue P.O. Drawer 2128 Dalton, Georgia 30720 Telephone (706) 278-3812 (Name, address and telephone number of person authorized to receive notices and communications on behalf of the filing person) Copy to: Gabriel Dumitrescu, Esq. Powell, Goldstein, Frazer & Murphy LLP 191 Peachtree Street NE Sixteenth Floor Atlanta, Georgia 30303 (404) 572-6600 CALCULATION OF FILING FEE =============================================================================== TRANSACTION VALUATION AMOUNT OF FILING FEE --------------------- -------------------- * - ------------------------------------------------------------------------------- * Pursuant to General Instruction D to Schedule TO, no filing fee is required. [ ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: Filing Party: N/A N/A Form or Registration No.: Date Filed: N/A N/A 2 [X] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [ ] third-party tender offer subject to Rule 14d-1. [X] issuer tender offer subject to Rule 13e-4. [ ] going-private transaction subject to Rule 13e-3. [ ] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ] -------------------- THIS TENDER OFFER STATEMENT ON SCHEDULE TO RELATES TO THE TENDER OFFER BY SHAW INDUSTRIES, INC., A GEORGIA CORPORATION, TO PURCHASE 12,000,000 SHARES, OR SUCH LESSER NUMBER OF SHARES AS ARE PROPERLY TENDERED, OF ITS COMMON STOCK, INCLUDING THE ASSOCIATED RIGHTS TO PURCHASE SERIES A PARTICIPATING PREFERRED STOCK ISSUED PURSUANT TO THE AMENDED AND RESTATED RIGHTS AGREEMENT DATED APRIL 10, 1999, BETWEEN SHAW INDUSTRIES, INC. AND EQUISERVE TRUST COMPANY, N.A., AS AMENDED, AT PRICES NOT IN EXCESS OF $13.50 NOR LESS THAN $11.50 PER SHARE, NET TO THE SELLER IN CASH, WITHOUT INTEREST, AS SPECIFIED BY SHAREHOLDERS TENDERING THEIR SHARES. THIS SCHEDULE TO IS INTENDED TO SATISFY THE REPORTING REQUIREMENTS OF RULE 13E-4(C)(1) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. ================================================================================ ITEM 12. EXHIBIT. (a)(5)(A) Press Release, dated March 10, 2000. 3 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. SHAW INDUSTRIES, INC. By: * ------------------------------------------ Name: Title: Dated: March 10, 2000 - ------------------------ * Pursuant to General Instruction D to Schedule TO, no signature is required. 4 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION ------ ---------------------------------------------- (a)(5)(A) Press Release, dated March 10, 2000