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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
TENDER OFFER STATEMENT
(UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
(AMENDMENT NO. 1)
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 Person Filing Statement)
COPY TO:
GABRIEL DUMITRESCU, ESQ.
POWELL, GOLDSTEIN, FRAZER & MURPHY LLP
191 PEACHTREE STREET NE
SIXTEENTH FLOOR
ATLANTA, GEORGIA 30303
(404) 572-6600
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CALCULATION OF FILING FEE
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TRANSACTION VALUE* AMOUNT OF FILING FEE
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$162,000,000 $32,400
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* For the purpose of calculating the filing fee only, this amount is based on
the purchase of 12,000,000 shares of common stock at the maximum tender offer
price of $13.50 per share.
[ ] 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:
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N/A N/A
FORM OR REGISTRATION NO.: DATE FILED:
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N/A N/A
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[ ] 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 [X] issuer tender offer subject to Rule 13e-4
14d-1
[ ] going-private transaction subject to Rule [ ] amendment to Schedule 13D under
13e-3 Rule 13d-2
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
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This Amendment No. 1 to the 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, without par value, 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 upon the terms and subject to
the conditions set forth in the Offer to Purchase, dated March 13, 2000, and in
the related Letter of Transmittal, which, as amended and supplemented from time
to time, together constitute the tender offer. Unless the context otherwise
requires, all references to shares shall include the associated preferred stock
purchase rights. Copies of the Offer to Purchase and the related Letter of
Transmittal are filed with this Amendment No. 1 to the Schedule TO as Exhibit
(a)(1)(A) and (a)(1)(B), respectively. This Amendment No. 1 to the Schedule TO
is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) of the
Securities Exchange Act of 1934, as amended.
The information in the Offer to Purchase and the related Letter of
Transmittal, copies of which are filed with this Amendment No. 1 to the Schedule
TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively, is incorporated in this
Amendment No. 1 to the Schedule TO by reference in answer to items 1 though 11
of Schedule TO.
ITEM 12. EXHIBITS.
(a)(1)(A) Offer to Purchase, dated March 13, 2000
(a)(1)(B) Letter of Transmittal (including certification of taxpayer
identification number on Substitute Form W-9)
(a)(1)(C) Notice of Guaranteed Delivery
(a)(1)(D) Letter to brokers, dealers, commercial banks, trust
companies and other nominees, dated March 13, 2000
(a)(1)(E) Letter to clients for use by brokers, dealers, commercial
banks, trust companies and other nominees
(a)(1)(F) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9
(a)(1)(G) Letter to Participants for use by the Trustee of the
Retirement Savings Plan
(a)(2)-(4) Not applicable
(a)(5)(A) Press Release, dated March 10, 2000*
(a)(5)(B) Summary Advertisement, dated March 13, 2000
(a)(5)(C) Letter to shareholders from Robert E. Shaw, the Chairman of
the Board and Chief Executive Officer of Shaw, dated March
13, 2000
(a)(5)(D) Press Release, dated March 13, 2000
(b) Amended and Restated Credit Agreement as of March 16, 1998
among Shaw, the lenders appearing on the signature pages
thereto, NationsBank, N.A. and SunTrust Bank, Atlanta.
(Incorporated herein by reference to Exhibit 99.3 to Shaw's
Quarterly Report on Form 10-Q filed with the Commission on
November 17, 1998 (File No. 1-6853).)
(c) Not applicable
(d) Not applicable
(f) Not applicable
(g) Not applicable
(h) Not applicable
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* Previously filed
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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:
/s/ B.M. LAUGHTER
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Name: B.M. Laughter
Title: Vice President
Dated: March 13, 2000
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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(a)(1)(A) Offer to Purchase, dated March 13, 2000
(a)(1)(B) Letter of Transmittal (including certification of taxpayer
identification number on Substitute Form W-9)
(a)(1)(C) Notice of Guaranteed Delivery
(a)(1)(D) Letter to brokers, dealers, commercial banks, trust
companies and other nominees, dated March 13, 2000
(a)(1)(E) Letter to clients for use by brokers, dealers, commercial
banks, trust companies and other nominees
(a)(1)(F) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9
(a)(1)(G) Letter to Participants for use by the Trustee of the
Retirement Savings Plan
(a)(2)-(4) Not applicable
(a)(5)(A) Press Release, dated March 10, 2000*
(a)(5)(B) Summary Advertisement, dated March 13, 2000
(a)(5)(C) Letter to shareholders from Robert E. Shaw, Chairman of the
Board and Chief Operating Officer of Shaw, dated March 13,
2000
(a)(5)(D) Press Release, dated March 13, 2000
(b) Amended and Restated Credit Agreement dated as of March 16,
1998 among Shaw, the lenders appearing on the signature
pages thereto, NationsBank, N.A. and SunTrust Bank, Atlanta.
(Incorporated herein by reference to Exhibit 99.3 to Shaw's
Quarterly Report on Form 10-Q filed with the Commission on
November 17, 1998 (File No. 1-6853).)
(c) Not applicable
(d) Not applicable
(f) Not applicable
(g) Not applicable
(h) Not applicable
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* Previously filed