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EXHIBIT (A)(1)(C)
SHAW INDUSTRIES, INC.
NOTICE OF GUARANTEED DELIVERY OF SHARES OF COMMON STOCK
(INCLUDING ASSOCIATED SERIES A PREFERRED STOCK PURCHASE RIGHTS)
This Notice of Guaranteed Delivery, or one substantially in the form
hereof, must be used to accept the offer if certificates evidencing shares of
common stock, without par value, of Shaw Industries, Inc., a Georgia
corporation, are not immediately available, or if the procedure for book-entry
transfer described in the Offer to Purchase dated March 13, 2000 and the related
Letter of Transmittal which, as amended or supplemented from time to time,
together constitute the offer, cannot be completed on a timely basis or time
will not permit all required documents, including a properly completed and duly
executed Letter of Transmittal, to reach the Depositary prior to the expiration
of the offer.
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET
FORTH BELOW OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE TRANSMISSION OTHER
THAN AS SET FORTH BELOW WILL NOT CONSTITUTE A VALID DELIVERY. DELIVERIES TO SHAW
WILL NOT BE FORWARDED TO THE DEPOSITARY AND THEREFORE WILL NOT CONSTITUTE VALID
DELIVERY. DELIVERIES TO THE DEPOSITORY TRUST COMPANY WILL NOT CONSTITUTE VALID
DELIVERY TO THE DEPOSITARY.
DEPOSITARY: EQUISERVE TRUST COMPANY, N.A.
By Registered or Certified Mail: By Overnight Courier: By Hand Delivery:
EquiServe Trust EquiServe Trust Securities Transfer & Reporting Services, Inc.
Company, N.A. Company, N.A. c/o EquiServe Trust Company, N.A.
Attn: Corporate Actions Attn: Corporate Actions 100 Williams St., Galleria
P.O. Box 9573 40 Campanelli Drive New York, NY 10038
Boston, MA 02205-9573 Braintree, MA 02184
By Facsimile Transmission:
(781)575-4826
Confirm by Telephone:
(781)575-4816
THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF
A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN
ELIGIBLE INSTITUTION (AS DEFINED IN THE LETTER OF TRANSMITTAL) UNDER THE
INSTRUCTIONS TO THE LETTER OF TRANSMITTAL, THE SIGNATURE GUARANTEE MUST APPEAR
IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF
TRANSMITTAL.
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Ladies and Gentlemen:
The undersigned hereby tenders to Shaw at the price per share indicated in
this Notice of Guaranteed Delivery, upon the terms and subject to the conditions
set forth in the Offer to Purchase and the related Letter of Transmittal,
receipt of which is hereby acknowledged, the number of shares specified below
pursuant to the guaranteed delivery procedure set forth in Section 3 of the
Offer to Purchase.
PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED.
CHECK ONLY ONE BOX.
IF MORE THAN ONE BOX IS CHECKED OR IF NO BOX IS CHECKED,
THERE IS NO PROPER TENDER OF SHARES
(SHAREHOLDERS WHO DESIRE TO TENDER SHARES AT MORE THAN ONE PRICE MUST
COMPLETE A SEPARATE LETTER OF TRANSMITTAL FOR EACH PRICE AT WHICH SHARES
ARE TENDERED.)
[ ] $11.50 [ ] $12.00 [ ] $12.50 [ ] $13.00 [ ] $13.50
[ ] $11.75 [ ] $12.25 [ ] $12.75 [ ] $13.25
SHARES TENDERED AT PRICE DETERMINED UNDER THE TENDER OFFER
[ ] The undersigned wants to maximize the chance of having Shaw
purchase all of the shares the undersigned is tendering
(subject to the possibility of proration). Accordingly, by
checking THIS BOX INSTEAD OF ONE OF THE PRICE BOXES ABOVE,
the undersigned hereby tenders shares and is willing to
accept the purchase price determined by Shaw in accordance
with the terms of the tender offer. This action could result
in receiving a price per share as low as $11.50.
ODD LOTS
To be completed ONLY if the shares are being tendered by or on behalf
of a person owning beneficially or of record an aggregate of fewer than 100
shares, including any shares held in the Dividend Reinvestment Plan. The
undersigned either (check one box):
[ ] is the beneficial or record owner of an aggregate of fewer than
100 shares, all of which are being tendered; or
[ ] is a broker, dealer, commercial bank, trust company, or other
nominee that (a) is tendering for the beneficial owner(s)
thereof, shares with respect to which it is the record holder,
and (b) believes, based upon representations made to it by such
beneficial owner(s), that each such person is the beneficial
owner of an aggregate of fewer than 100 shares and is tendering
all of such shares.
In addition, the undersigned is tendering shares either (check one
box):
[ ] at the price per share indicated below under "Price (In Dollars)
Per Share At Which Shares Are Being Tendered."
OR
[ ] at the purchase price, as the same shall be determined by Shaw in
accordance with the terms of the offer (persons checking this box
need not indicate the price per share below);
ODD LOT SHARES CANNOT BE CONDITIONALLY TENDERED
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CONDITIONAL TENDER
[ ] A tendering shareholder may condition his or her tender of shares upon
Shaw purchasing a specified minimum number of the shares tendered, all
as described in the Offer to Purchase, particularly in Section 6.
Unless at least that minimum number of shares you indicate below is
purchased by Shaw pursuant to the terms of the offer, none of the
shares tendered will be purchased. It is the tendering shareholder's
responsibility to calculate that minimum number of shares that must be
purchased if any are purchased, and each shareholder is urged to
consult his or her own tax advisor. Unless this box has been checked
and a minimum specified, the tender will be deemed unconditional.
Minimum number of shares to be sold:
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(PLEASE TYPE OR PRINT)
CERTIFICATE NOS. (IF AVAILABLE)
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NAME(S)
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ADDRESS(ES)
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AREA CODE(S) AND TELEPHONE NUMBER(S)
SIGN HERE
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SIGNATURE(S)
Dated:
------------------------------------------, 2000
If shares will be tendered by book-entry
transfer please provide account number:
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GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a bank, broker, dealer, credit union, savings association
or other entity which is a member in good standing of the Securities Transfer
Agents Medallion Program or a bank, broker, dealer, credit union, savings
association or other entity which is an "eligible guarantor institution," as
that term is defined in Rule 17Ad-15 promulgated under the Securities Exchange
Act of 1934, as amended (each of the foregoing constituting an "Eligible
Institution"), guarantees the delivery to the Depositary of the shares tendered,
in proper form for transfer, or a confirmation that the shares tendered have
been delivered pursuant to the procedure for book-entry transfer described in
the Offer to Purchase into the Depositary's account at the Depository Trust
Company, together with a properly completed and duly executed Letter of
Transmittal, and any other required documents, all within three New York Stock
Exchange trading days of this date.
The Eligible Institution that completes this form must communicate the
guarantee to the Depositary and must deliver the Letter of Transmittal and
certificates representing shares to the Depositary within the time period set
forth herein. Failure to do so could result in a financial loss to the Eligible
Institution.
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AUTHORIZED SIGNATURE
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(NAME PLEASE PRINT)
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(TITLE)
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NAME OF FIRM
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ADDRESS
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(INCLUDING ZIP CODE)
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AREA CODE AND TELEPHONE NUMBER
Date:
------------------------------------------ , 2000
DO NOT SEND CERTIFICATES WITH THIS FORM. CERTIFICATES FOR SHARES SHOULD
BE SENT WITH THE LETTER OF TRANSMITTAL.
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